Eastern International filed F-1 registration

Cover page 51 changes

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.

filed with the U.S. Securities and Exchange Commission on November 2, 2026

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Smart CenterScience Center Science and Technology City Block

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District, Hangzhou City, Zhejiang Province, China 311231

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are offering on a best-efforts basis up to [ ] 12,500,000 ordinary shares, par value US$0.0001 per share (the "Ordinary Shares") of

of Eastern International Ltd., an exempted company incorporated in the Cayman Islands (the "Company"), at an assumed offering price of US$[ ] US$0.36 per share.

Ordinary Shares are listed on the Nasdaq Capital Market under the symbol "ELOG." On [ ], October 30, 2026, the last reported sales price of our Ordinary Shares on the Nasdaq Capital Market was US$[ ] US$0.72 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.

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

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

]% have agreed to pay uSmart Capital, LLC (the "Placement Agent") commissions of five percent (5%) of the aggregate gross proceeds raised in this offering. We have also agreed to (i) reimburse the Placement Agent for up to $[ $100,000 for certain expenses. For a description of compensation payable to the Placement Agents, see " Plan of Distribution ."

have engaged [ ] uSmart Capital, LLC 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 "

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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

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

other circumstances under which the data cross-border transfer security assessment is required as prescribed by the CAC. On February

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

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

Rules require Chinese domestic enterprises to complete filings with relevant governmental authorities and report related information under certain circumstances, such as: a) an issuer making an application for initial public offering and listing in an overseas market;

State Secretes Protection and the National Archives Administration released the Provisions on Strengthening the Confidentiality and Archives

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

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

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

are legal and operational risks associated with being based in and having all our operations in China. 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 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

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

People's Bank of China, State Administration for Market Regulation, State Administration of Radio and Television, China Securities Regulatory

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

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 and March 22, 2024, CAC promulgated the Measures for the Security Assessment of Data Cross-border Transfer, effective on September

Transfer and the Provisions on Facilitating and Regulating Cross-border Data Flow, respectively, which require, unless otherwise provided in the provisions, the data processors to apply for data cross-border security assessment coordinated by the CAC under the following circumstances: (i) any critical information infrastructure operator provides personal information or important data overseas;

(ii) any data processor other than critical information infrastructure operator transfers overseas the personal information of more than one million individuals (excluding sensitive personal information) or the sensitive personal information of more than 10,000 individuals on a cumulative basis starting from January 1 of the said year. On February 17, 2023, the CSRC released the Trial Administrative

Measures of Overseas Securities Offering and Listing by Domestic Enterprises (the "New Overseas Listing Rules") with supporting 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)

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

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.

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 the CSRC under New Overseas Listing Rules. We have completed the filing with the CSRC has approved in connection with our initial public offering that was completed in August 2025 and this offering will be subject to the filing requirement with the CSRC under New Overseas Listing Rules. As advised by our PRC counsel, we are not required to obtain permissions from the

New Overseas Listing Rules. As advised by our PRC counsel, we are not required to obtain permissions from CSRC for this offering other than the filing requirement with the CSRC within three business days after we make complete 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.

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

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 do not affect the Company as the Company's auditor is subject to PCAOB's inspection and investigation. See "Risk Factors-

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

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

investors. However, to the extent cash/assets in the business is in PRC/Hong Kong or our PRC/Hong Kong entity, the funds/assets may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash/assets. Current PRC regulations permit our PRC subsidiaries to pay dividends to the Company only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, our subsidiaries in China are required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of their respective registered capital. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. See

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

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 purchase of foreign exchange with relevant commercial bank by providing necessary supporting documents, the overseas investment registrations by our shareholders or the ultimate shareholders of the Company who are PRC residents. Approval from or registration with appropriate government authorities is, however, required where the RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. For our Hong Kong and BVI subsidiaries and the holding company ("Non-PRC Entities"), there is no restrictions on foreign exchange for such entities and they are able to transfer cash among these entities, across borders and to US investors. Also, there is no regulatory restrictions and limitations on the abilities of Non-PRC Entities to distribute earnings from their businesses, including from subsidiaries to the parent company or from the holding company to the U.S. investors. However, to the extent cash/assets in the business is in PRC/Hong Kong or our PRC/Hong Kong entity, the funds/assets may not be available to fund operations or for other use outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash/assets. Current PRC regulations permit our PRC subsidiaries to pay dividends to the Company only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, our subsidiaries in China are required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of their respective registered capital. Although the statutory reserves can be used, among other ways, to cover its losses, expand its production and business, or increase the registered capital, the reserve funds are not distributable as cash dividends except in the event of liquidation. See " Dividend Distribution and Cash Transfer Between the Holding Company and Subsidiaries"

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

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

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 purchase of foreign exchange with relevant commercial bank by providing necessary supporting documents, 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. 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 cover its losses, or increase the registered capital, 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.

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

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

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. and its Shenzhen Branch office,

Yancheng TC-Link Logistics Co., Ltd. Yunnan Dongyuan Dadi International Logistics Co., Ltd., and its Mohan Branch office, Chongqing Dayuan Logistics Co., Ltd., Wuxi TC-Link Logistics

Logistics Co., Ltd., Wuxi TC-Link Logistics Co., Ltd., and Guizhou Tianrun Zhi Cheng Construction Engineering Co., Ltd.. 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.

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Prospectus summary 24 changes

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 subsidiary in China and do not have a VIE structure.

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.

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 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.

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 and do not have a through Hangzhou TC-Link and its subsidiaries, 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. 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, 5 warehouses/logistic centers and 3 2 branch offices of itself or 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 and Yunan Dongyuan 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.

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

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

operating subsidiaries are incorporated and operating in mainland China and they have received all required permissions from Chinese authorities to operate its their current business in China. which are These permissions include, among others, Business licenses, Customs Registration Certificate, Bank Account Open and Permits for Road Transportation of general goods and large sized items/cargo. In addition, Guizhou Tianrun holds the following qualifications issued by the competent PRC authorities: (i) Grade II Power Engineering Construction general contracting Qualification, Grade II Steel Structure qualifications in building engineering, Contracting Qualification, highway engineering, power engineering, petrochemical engineering, municipal public works and mechanical and electrical engineering; (ii) Grade II professional contracting qualifications in building decoration, building mechanical and electrical installation, highway subgrade, power transmission and transformation, Engineering Professional Contracting Qualification, fire-fighting facilities, bridge, tunnel and Permits steel structure engineering; (iii) a Class III License for Road Transportation Installation (Maintenance and Testing) of general goods Power Facilities (installation, maintenance and large sized items/cargo. testing, each Class III) and (iv) Work Safety License .

a logistic service provider, based on the advice of Jiangsu Qiaobian Law Firm, our PRC counsel, we do not believe that we and our subsidiaries are have not been recognized as Critical Information Infrastructure Operators ("CIIO") or Online Platform Operators as defined in Cybersecurity Review Measures published by Cyberspace Administration of China, National Development and Reform Commission, Ministry of Industry and Information Technology, Ministry of Public Security, Ministry of State Security, Ministry of Finance, Ministry of Commerce, People's Bank of China, State Administration for Market Regulation, State Administration of Radio and Television, China Securities Regulatory Commission, State Secrecy Administration and State Cryptography Administration on December 28, 2021 and became effective on February 15, 2022. As of the date of this prospectus, we and our subsidiaries (1) are not required to obtain permissions from any PRC authorities to issue our securities being registered for sale to foreign investors other than the filing requirement with CSRC within three business days after we make any oversea securities offering under New Overseas Listing Rules, (2) are not subject to permission requirements from China Securities Regulatory Commission (the "CSRC"), Cyberspace Administration of China ("CAC") or any other authority that is required to approve of our business operations in China, and (3) have not received or were denied such permissions by any PRC authorities. Nevertheless, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the "Opinions on Severely Cracking Down on Illegal Securities Activities According to Law," or the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. On February 17, 2023, the CSRC released the New Overseas Listing Rules with five interpretive guidelines, which took effect on March 31, 2023. The New Overseas Listing Rules require Chinese domestic enterprises to complete filings with relevant governmental authorities and report related information under certain circumstances, such as: a) an issuer making an application for initial public offering and listing in an overseas market; b) an issuer making an overseas securities offering after having been listed on an overseas market; c) a domestic company seeking an overseas direct or indirect listing of its assets through single or multiple acquisition(s), share swap, transfer of shares or other means. Pursuant to the New Overseas Listing Rules, domestic companies that seek initial public offering or listing securities overseas, both directly and indirectly, shall file with the CSRC within three working days after the submission of overseas offering/listing application. Furthermore, upon the occurrence of any of the material events specified below after an issuer has completed its offering and listed its securities on an overseas stock exchange, the issuer shall submit a report thereof to the CSRC within three working days after the occurrence and public disclosure of the event: (i) change of control; (ii) investigations or sanctions imposed by overseas securities regulatory agencies or other competent authorities; (iii) change of listing status or transfer of listing segment; or (iv) voluntary or mandatory delisting. The New Overseas Listing Rules stipulate the legal consequences to the companies for breaches, including failure to fulfil filing obligations or filing documents having false statement or misleading information or material omissions, which may result in a fine ranging from RMB 1 million to RMB 10 million, and in cases of severe violations, the relevant responsible persons may also be barred from entering the securities market. We are subject to the relevant filing procedures of the CSRC in connection with our overseas offerings under the New Overseas Listing Rules, including the public offering pursuant to this registration statement. On February 24, 2023, the CSRC, the Ministry of Finance, the National Administration of State Secretes Protection and the National Archives Administration released the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Companies, or the Confidentiality and Archives Administration Provisions, which took effect on March 31, 2023. PRC domestic enterprises seeking to offer securities and list in overseas markets, either directly or indirectly, shall establish and improve the system of confidentiality and archives work, and shall complete approval and filing procedures with competent authorities, if such PRC domestic enterprises or their overseas listing entities provide or publicly disclose documents or materials involving state secrets and work secrets of state organs to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals. It further stipulates that (i) providing or publicly disclosing documents and materials which may adversely affect national security or public interests, and accounting records or photocopies thereof to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals shall be subject to corresponding procedures in accordance with relevant laws and regulations; and (ii) any working papers formed in the territory of the PRC by securities companies and securities service agencies that provide domestic enterprises with securities services relating to overseas securities issuance and listing shall be stored in the territory of the PRC, the outbound transfer of which shall be subject to corresponding procedures in accordance with relevant laws and regulations. Our operating subsidiaries provide logistic services, and they are not cyberspace operators with personal information of more than 1 million users or activities that affect or may affect national security and they don't have documents and materials which may adversely affect national security or public interests. We completed our initial public offering and listing on Nasdaq in August 2025. As such, our PRC legal counsel, Jingtian & Gongcheng, is of the opinion that we and our subsidiaries are not required to apply for a cybersecurity review with the Cyberspace Administration of China for this offering. However, it remains uncertain whether we or our PRC subsidiaries will be able to obtain the foregoing permission or be required to obtain other permission from the PRC government to offer its securities overseas, and even when such permission is obtained, whether it will be denied or rescinded. If we or our subsidiaries do not receive or maintain such permissions or approvals, inadvertently conclude that such permissions or approvals are not required, or applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, it could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors, cause the value of our securities to significantly decline or become worthless and could result in a material and negative impact on our business operations, including fines or penalties imposed by the relevant PRC regulatory authority, revocation our subsidiaries' business licenses and suspension of their respective business operations.

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existing PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. Therefore, WFOE is able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulations, such as purchase of foreign exchange with relevant commercial bank by providing necessary supporting documents, 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.

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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.

Although the statutory reserves can be used, among other ways, to cover its losses, or increase the registered capital, 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.

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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 currently has the following 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. and its Mohan Branch, Chongqing Dayuan Logistics Co., Ltd., Wuxi TC-Link Logistics Co., Ltd., and Wuxi TC-Link Logistics Co., Ltd.. Dongbeitang Branch. Eastern International Ltd., Eastern BVI, Eastern HK and WFOE have has no material operations. In anticipation of our initial public offering, we completed a reorganization of the Company ("Reorganization") 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.

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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 Series A Preferred Share is entitled to ten (10) votes and each Series B Preferred Share is entitled to one hundred (100) 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, consisting of 1,000,000 Series A Preferred Shares and 49,000,000 Preferred Shares, of which 200,000 have been designated as Series B Preferred Shares, and our Chairman and Chief Executive Officer Mr. Albert Wong beneficially owns 1,000,000 issued and outstanding Series A Preferred Shares, 200,000 Series B Preferred Shares and 4,266,000 4,446,000 Ordinary Shares of the Company (including 4,266,000 Ordinary Shares held by Eastern Worldwide Logistics Group Inc., of which Mr. Wong is a 70% shareholder and director, and 180,000 Ordinary Shares held directly). Each fully paid Series A Preferred Share is entitled to ten (10) votes and each fully paid 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 Share Shares may be converted into one Ordinary Share by its holder. Assuming the sale of all the securities offered herein, Mr. Albert Wong will hold [ ]% 62.25% of the aggregate voting power of our total issued and outstanding shares immediately upon the completion of this offering; 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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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.

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 our initial public offering was filed with the Commission on August 28, 2025.

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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, currently beneficially holds approximately 80.4% of the Chairman aggregate voting power of our board of directors issued and our Chief Executive Officer, outstanding shares and will beneficially own 80.4% approximately 62.25% of the voting power for election of directors upon the completion of this offering and assuming the sale of all the securities offered hereby. 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 are 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."

principal executive offices are located at Suite 901-903, 9th Floor, Building #2, Qianwan Zhigu, Chuanhua Smart CenterScience Center Science and Technology City Block, Xiaoshan Economic and Technological Development Zone, Xiaoshan District, Hangzhou City, Zhejiang Province, China 311231. Our telephone number at this address is +86-571-8235-6096. +86-0571-8235-6096. Our registered office in the Cayman Islands is located at 3-212 Governors Square, 23 Lime Tree Bay Avenue, P.O. Box 30746, Seven Mile Beach, Grand Cayman KY1-1203, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc. located at 122 East 42nd Street, 18th Floor, New York, NY 10168. Investors should contact us for any inquiries through the address and telephone number of our principal executive offices. Our website is www.elogint.com . The information contained on our website is not a part of this prospectus.

The information contained on our website is not a part of this prospectus.

are a holding company incorporated in the Cayman Islands, investing in our Ordinary Shares involves significant risks. All of our revenues were generated by our PRC operating subsidiary. subsidiaries. You should carefully consider all of the information in this prospectus before making an investment in our Ordinary Shares. We are subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows and prospects.

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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 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.

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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 or complete 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 or complete the filing for this offering. (see page 30 of this prospectus) ● PRC new regulations relating to outbound investment may restrict our investment and acquisition efficiency or capacity, which may adversely affect our business operation and financial results. (see page 31 of this prospectus) ● Regulatory bodies of the United States may be limited in their ability to conduct investigations or inspections of our operations in China.

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The offering 3 changes

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to [ ] Ordinary Shares.

to 1 2 ,5 00 ,000 Ordinary Shares.

currently estimate that the public offering price will be [ ] $0.3 6 per Ordinary Share.

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Risk factors 58 changes

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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.

some 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 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 certain U.S.-listed China-based companies has decreased in value and, in some cases, has become virtually worthless. Many of these Some 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. If we become the subject of any 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.

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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 report, we may need additional cash resources in the future if we experience changes in business conditions or other developments.

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 the most recent annual report, we may need additional cash resources in the future if we experience changes in business conditions or other developments. We may also need additional cash resources in the future if we find and wish to pursue opportunities for investment, acquisition, capital expenditure or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

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

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is often difficult to register, maintain and enforce intellectual property rights in China. Statutory laws and regulations are subject to judicial interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation.

We can provide no assurance that we will prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. To the extent that our employees or consultants use intellectual property owned by others in their work for us, disputes may arise as to the rights in related know-how and inventions. Any failure in protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

is often difficult to register, maintain and enforce intellectual property rights in China. Statutory laws and regulations are subject to judicial interpretation and enforcement and may not be applied consistently due to the lack of statutory interpretation for certain rules and provisions. Confidentiality, invention assignment and non-compete agreements may be breached by counterparties, and there may not be adequate remedies available to us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or to enforce our contractual rights in China. Preventing any unauthorized use of our intellectual property is difficult and costly and the steps we take may be inadequate to prevent the misappropriation of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources. We can provide no assurance that we will prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. To the extent that our employees or consultants use intellectual property owned by others in their work for us, disputes may arise as to the rights in related know-how and inventions. Any failure in protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

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the application and interpretation of China's intellectual property right laws and the procedures and standards for granting trademarks, patents, copyrights, know-how or other intellectual property rights in China are still evolving and are uncertain, subject to future changes, and we cannot assure you that PRC courts or regulatory authorities would agree with our analysis. If we were found to have violated the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own. As a result, our business and results of operations may be materially and adversely affected.

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accordance with the relevant laws and regulations in jurisdictions in which we operate, we are required to maintain various approvals, licenses, permits, reports and filings to operate our business. These approvals, licenses, permits, reports 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 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.

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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.

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

operations of the Company are located in the PRC. Accordingly, the Company's business, financial condition, and results of operations may be influenced by the 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 public 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.

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

the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy, and the rate of growth has been slowing since 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 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 tariff policies or changes in tax regulations. In addition, in the past , the Chinese government has implemented certain measures, including interest rate increases, to control adjust 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 regulatory authorities 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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October 2010, the Standing Committee of the National People's Congress ("SCNPC") promulgated the PRC Social Insurance Law, effective on July 1, 2011 and amended and became effective on December 29, 2018. On April 3, 1999, the State Council promulgated the Regulations on the Administration of Housing Funds, which was amended on March 24, 2002, and March 24, 2019 and came into effect on the same day. Companies registered and operating in China are required under the Social Insurance Law and the Regulations on the Administration of Housing Funds to apply for social insurance registration and housing fund deposit registration within 30 days of their establishment and to pay for their employee's different social insurance, including pension insurance, medical insurance, work-related injury insurance, unemployment insurance and maternity insurance to the extent required by law. We could be subject to orders by the competent labor authorities for rectification and failure to comply with the orders may further subject us to administrative fines. August 10, 2026.

Companies registered and operating in China are required under the Social Insurance Law and the Regulations on the Administration of Housing Funds to apply for social insurance registration and housing fund deposit registration within 30 days of their establishment and to pay for their employee's different social insurance, including pension insurance, medical insurance, work-related injury insurance, unemployment insurance and maternity insurance to the extent required by law. We could be subject to orders by the competent labor authorities for rectification and failure to comply with the orders may further subject us to administrative fines.

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

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

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

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

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PRC laws and regulations, each of our PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, our operating entities may allocate a portion of their after-tax profits based on PRC accounting standards to enterprise expansion fund and staff bonus and welfare fund at their discretion. Each of our PRC subsidiaries may allocate a portion of their after-tax profits based on PRC accounting standards to a discretionary surplus reserve fund at their discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE.

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loans by us to our WFOE, which is treated as a foreign-invested enterprise under PRC law, are subject to PRC regulations and foreign exchange loan registrations. For example, loans by us to WFOE to finance their activities cannot exceed statutory limits and must be registered with the local counterpart of the State Administration of Foreign Exchange, or SAFE. We may also decide to finance WFOE by means of capital contributions. These capital contributions must be filed with the PRC Ministry of Commerce or its local counterpart.

With respect to the proceeds we expect to receive from 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 offerings in RMB.

loans by us to our WFOE, which is treated as a foreign-invested enterprise under PRC law, are subject to PRC regulations and foreign exchange loan registrations. With respect to the proceeds we expect to receive from offerings, they will be a capital contribution or a loan to our subsidiaries in China. Pursuant to relevant PRC regulations, we may provide loans to WFOE up to the larger amount of (i) the balance between the registered total investment amount and registered capital of WFOE, or (ii) 350% (which may be varied due to the change of PRC's national macro-control policy) of the amount of the net assets of WFOE, subject to satisfaction of applicable government registration or approval requirements. We may also decide to finance WFOE by means of capital contributions, which are subject to certain registration and reporting procedures with relevant PRC regulatory authorities. In addition, we will finance the activities of our operating subsidiaries with the proceeds from offerings in RMB.

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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.

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

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

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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 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.

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 .

of the date of this report, the Company and its operating entities have not been notified or recognized as "network platform operators" by any PRC regulatory authorities. According to the definition of "national security" in the National Security Law of People's Republic of China and the seven national security risk factors listed in Article 10 of the Cybers ecurity Review Measures , our PRC counsel believes that the Company and its operating entities are unlikely to affect or may affect the national security situation because of data processing activities, so it is unnecessary to voluntarily apply for the network security review because of this situation.

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 report, prospectus, 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. Further, as of the date of this prospectus, the Company's operating entities have not received the notice from the relevant PRC regulatory authorities that the Company and its operating entities are identified as key information infrastructure operators and relevant network facilities and information systems are identified as key information infrastructure, nor have they received the notice from the relevant national or local PRC regulatory authorities that the Company and its operating entities are required to fulfill their network security review obligations, so the Company and its operating entities should not belong to the "key information infrastructure operator" as stipulated in the Regulations on the Security Protection of Key Information Infrastructure . Therefore, We completed 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, initial public offering and there is no need to apply for a network security review because of this situation. listing on Nasdaq in August 2025.

As such, our PRC legal counsel is of the opinion that we and our subsidiaries are not required to apply for a cybersecurity review with the Cyberspace Administration of China for this offering.

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are incorporated in the Cayman Islands and conduct our operations primarily in China. All of our assets are located outside of the United States. In addition, majority of our directors and officers reside in Hong Kong, except for Mr. Lin Tan and Mr. Yuanjian Zhang who are residents of China and Mr. Bin Zhou and Brice "Rick" Toussaint who are residents of the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe we have violated your rights, either under United States federal or state securities laws or otherwise, or if you have a claim against us. If you want to enforce a judgment of the United States in Hong Kong, it must be a final judgment conclusive upon the merits of the claim, for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a "competent" court as determined by the private international law rules applied by the Hong Kong courts. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may not permit you to enforce a judgment against our assets or the assets of our directors and officers. Hong Kong has no arrangement for the reciprocal enforcement of PRC courts may recognize and enforce foreign judgments with based on international treaties between China and the United States. As a result, there is uncertainty as to country where the enforceability in Hong Kong, in original actions judgment is made or in actions for enforcement, of judgments on principles of U.S. reciprocity between jurisdictions. In addition, the PRC courts of civil liabilities predicated solely upon will not enforce a foreign judgment against us, or our directors, or senior management who reside in China if they decide that the federal securities judgment violates the basic principles of PRC laws or national sovereignty, security or public interest of the United States or PRC. Further, the securities laws of any state PRC courts will also not recognize or territory within enforce a foreign judgment where (i) the United States. foreign court has no jurisdiction over the case according to provisions under PRC Civil Procedure Law;

or (ii) the respondent has not been lawfully summoned or, despite being lawfully summoned, has not been given a reasonable opportunity to be heard or to argue, or the party who is incapable of litigation has not been properly represented; or (iii) the judgment or ruling was obtained by fraud; or (iv) the people's court has already issued a judgment or ruling on the same dispute, or has recognized a judgment or ruling issued by a court of a third country on the same dispute. Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of U.S. courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any state or territory within the United States.

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

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

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are required under PRC laws and regulations to participate in various government sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of our employees up to a maximum amount specified by the local government from time to time at locations where we operate our business. Starting from November 2026, failure to make contribution to the requirement of employee benefit plans social insurance has not been implemented consistently by the local governments in China given the different levels of economic development officially included in different locations. situations where tax penalties may be imposed. If we fail to make adequate payments in to the future, plans, we may be required to make up the contributions for these plans. and pay late fee charges. In an extreme situation, where we failed to contribute social security premiums the employee benefit plans in full and do not a provide a guarantee, the social security premiums employee benefit plans collection agency may apply to a Chinese court for seizure, foreclosure or auction of our properties of value equivalent to the amount of social security premiums employee benefit plans payable, and the proceeds from auction shall be used for contribution of social security premiums. employee benefit plans. As of the date of this report, prospectus, we had not received any notice from the local authorities or court or any claim or request from these employees in this regard. If we are subject to deposit, seizure, foreclosure or auction in relation to the underpaid employee benefits, our financial condition and results of operations may be adversely affected.

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 or complete 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 or complete the filing for this offering.

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 s ubsequent securities offerings of an issuer in the same overseas both directly market where it has previously offered and indirectly, listed securities shall file be filed with the CSRC within three working days after the submission of overseas offering/listing application. offering is completed. Furthermore, upon the occurrence of any of the material events specified below after an issuer has completed its offering and listed its securities on an overseas stock exchange, the issuer shall submit a report thereof to the CSRC within three working days after the occurrence and public disclosure of the event: (i) change of control; (ii) investigations or sanctions imposed by overseas securities regulatory agencies or other competent authorities; (iii) change of listing status or transfer of listing segment; or (iv) voluntary or mandatory delisting. The New Overseas Listing Rules stipulate the legal consequences to the companies for breaches, including failure to fulfil filing obligations or filing documents having false statement or misleading information or material omissions, which may result in a fine ranging from RMB 1 million to RMB 10 million, and in cases of severe violations, the relevant responsible persons may also be warned and each imposed a fine of between RMB 500,000 and RMB 5,000,000. We are subject to the relevant filing procedures of the CSRC in connection with our overseas offerings under the New Overseas Listing Rules, including the public offering pursuant to this registration statement.

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it is determined that we are subject to any other approval, filing, other authorization or requirements of the CSRC or other PRC governmental authorities for this offering and or listing on a U.S. exchange, or future capital raising activities, we may fail to obtain such approval, filing or meet such requirements in a timely manner or at all, or filing completion could be rescinded. Also, if we or any of our PRC 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 or our subsidiaries 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 and cause the value of our securities to significantly decline or become worthless.

new regulations relating to outbound investment may restrict our investment and acquisition efficiency or capacity, which may adversely affect our business operation and financial results.

May 5, 2026, Provisions of the State Council on Outbound Investment were promulgated by the State Council which became effective on July 1, 2026. The provisions apply to outbound investments made by investors within the territory of the PRC, including enterprises, other organizations, and individual residents within China. Under the provisions, outbound investment, or overseas investment, refer to activities whereby investors, through the contribution of assets or equity interests, or through the provision of financing, guarantees, or other means, directly or indirectly acquire ownership, control, management rights, or other related interests in enterprises, assets, or other property in other countries (regions). The State supports investors in conducting outbound investment activities in accordance with market-based principles and actively participating in international cooperation and competition. Investors shall have the right under the law to make their own outbound investment decisions, bear the associated risks, and assume responsibility for their own profits and losses. The investment authority and commerce authority under the State Council shall, in conjunction with other relevant authorities under the State Council, formulate, adjust, and implement outbound investment policies, specify categories of encouraged, restricted, and prohibited outbound investments, strengthen the regulation of outbound investment, and guide and supervise investors in conducting investment and business activities in a compliant manner. Where investors are required by law to complete approval or filing procedures, information reporting, cross-border funds registration, or other formalities in connection with outbound investment activities, they shall complete such formalities in accordance with relevant State regulations, submit relevant materials truthfully, and cooperate with supervision and inspection by the relevant competent authorities. The State shall improve the overseas investment security review system, and the investment authority and commerce authority under the State Council shall, in conjunction with other relevant authorities under the State Council, conduct security reviews of overseas investments. Where an investor engages in an outbound investment prohibited by the State, or fails to complete the required approval or filing procedures for an overseas investment, or applies for approval or filing by means such as submitting false materials or concealing truthful information, the competent administrative authority may impose sanctions on the investor.

October 16, 2026, National Development and Reform Commission published the Administrative Measures for Outbound Investment (the "New Outbound Investment Administrative Measures"), which will come into force on December 1, 2026. The New Outbound Investment Administrative Measures apply to all kinds of outbound investment activities made by domestic enterprises, other organizations and individual residents ("Domestic investor(s)"). Pursuant to the New Outbound Investment Administrative Measures, outbound investment refers to the investment activities conducted by a Domestic Investor, through the contribution of assets or equity interests, or through the provision of financing, guarantees, or other means, directly or indirectly acquire ownership, control, management rights, or other related interests in overseas enterprises, assets, or other property. Besides, outbound investment also includes outbound re-investment conducted by a Domestic Investor. The investment activities mainly include but are not limited to (a) the acquisition of the ownership of, right to use or other rights and interests in land abroad; (b) the acquisition of the concession right to explore and exploit and other rights and interests in overseas natural resources; (c) the acquisition of the ownership of, right to operate and manage, and other rights and interests in overseas infrastructure; (d) the acquisition of the ownership of, right to operate and manage, and other rights and interests in overseas enterprises, other organizations or assets; (e) the new construction, renovation or expansion of overseas fixed assets; (f) the incorporation of a new enterprise or other organization overseas, or the additional investment in an existing enterprise or other organization overseas; (g) the new establishment of or equity participation in overseas equity investment funds; and (h) the control of an overseas enterprise, other organization or asset by means of an agreement, trust or otherwise. Outbound investment made by a Domestic Investor directly or indirectly through overseas entities invested is subject to approval, filing and report requirements and procedures set out thereunder. Outbound investment in sensitive projects, which include projects involving sensitive countries and regions and projects involving sensitive industries, shall obtain approval from National Development and Reform Commission beforehand. Outbound investment in non-sensitive projects is required to make filings with the National Development and Reform Commission or its local counterparts.

Furthermore, outbound investment in non-sensitive projects and round-trip investment carried out through overseas entities invested is required to submit relevant report through network system 10 working days before implementation of the investment. Failure to comply with those requirements and procedures could result in sanctions by the regulatory authority, including without limitation to order to rectification, fines and confiscation of illegal gains.

relevant PRC governmental authorities may publish further rules and regulations in relation to outbound investment in the future.

certain shareholders of our Company are PRC resident, our investment and acquisition activities conducted outside the mainland China may be subject to those newly promulgated rules and regulations, and are therefore required to comply with the relevant approval, filing, report and other requirements and procedures. Further, our round-trip investments, namely those investments made by us or overseas subsidiaries in the mainland China may also be subject to requirements and procedures. It is uncertain how those requirements and procedures will affect our investment and acquisition efficiency or capacity. If we have to devote significant resources or time to comply with those requirements and procedures, our investment and acquisition activities could be adversely affected, which may adversely affect our business operation and financial results. Furthermore, it remains unclear whether PRC residents who participate in our stock incentive plan is subject to the approval, filing and report requirements and procedures for outbound investments under the New Outbound Investment Administrative Measures. If so, our ability to attract and retain core management and staff could be hampered and relevant costs may increase, which could adversely affect our business operation and financial results.

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the New Outbound Investment Administrative Measures which will become effective from December 1, 2026, outbound investment made by PRC residents will be included in the regulatory regime supervised by the National Development and Reform Commission and its local counterparts, where outbound investment made by PRC residents directly or indirectly through overseas entities invested is subject to approval, filing and report requirements and procedures set out thereunder. Outbound investment in sensitive projects, which include projects involving sensitive countries and regions and projects involving sensitive industries, shall obtain approval from National Development and Reform Commission beforehand. Outbound investment in non-sensitive projects is required to make filings with the National Development and Reform Commission or its local counterparts. Furthermore, outbound investment in non-sensitive projects and round-trip investment carried out through overseas entities invested is required to submit relevant report through network system 10 working days before implementation of the investment. Failure to comply with those requirements and procedures could result in sanctions by the regulatory authority, including without limitation to order to rectification, fines and confiscation of illegal gains.

our shareholders who are PRC residents or entities do not complete their registration, approval, filing or reporting procedures as required, our WFOE may be prohibited from distributing its profits and proceeds from any reduction in capital, share transfer or liquidation to us, and we may be restricted in our ability to contribute additional capital to our WFOE.

major shareholders who are PRC residents have completed registration process required under SAFE Circular 37. Also, we may not be informed of the identities of all the PRC residents holding direct or indirect interests in our Company, and we cannot provide any assurance that these PRC residents will comply with our request to make or obtain any applicable registrations or continuously comply with all requirements under SAFE Circular 37, the New Outbound Investment Administrative Measures or other related rules. Failure or inability of the relevant shareholders and entities to comply with the registration, approval, filing or reporting procedures set forth in these regulations may subject us to fines and legal sanctions, such as restrictions on our cross-border investment activities, limitations on our ability to contribute additional capital to our WFOE and WFOE's ability to distribute dividends and the proceeds from any reduction in capital, share transfer or liquidation to us. Moreover, failure to comply with the various foreign exchange registration requirements described above could result in liability under PRC law for circumventing applicable foreign exchange restrictions. As a result, our business operations and our ability to distribute profits to you could be materially and adversely affected.

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February 2012, SAFE promulgated the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed Company, replacing earlier rules promulgated in March 2007. Pursuant to these rules, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the WFOE of such overseas listed company, and complete certain other procedures. In addition, an overseas entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. Moreover, it remains unclear whether PRC residents who participate in the stock incentive plan is subject to the approval, filing and report requirements and procedures for outbound investments under the New Outbound Investment Administrative Measures. We and our directors, executive officers and other employees who are PRC citizens or who have resided in the PRC for a continuous period of not less than one year will be are subject to these regulations when since our Company becomes became an overseas listed company. upon the completion of offerings. Failure to complete the SAFE registrations or comply with the New Outbound Investment Administrative Measures (if applicable) may subject them to fines and legal sanctions and may also limit our ability to contribute additional capital into our WFOE and limit our WFOE's ability to distribute dividends to us. We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law. See "Regulation-Regulations on Stock Incentive Plans ."

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In respect of matters requiring the votes of shareholders, each Ordinary Share is entitled to one vote and each fully paid Series A Preferred Share is entitled to ten (10) votes and each fully paid 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 Share may be converted into one Ordinary Share by its holder.

have authorized 1,000,000 Series A Preferred Shares and 49,000,000 Preferred Shares with the rights and terms of the Preferred Shares to be determined by the Board from time to time before the issuance of such shares. On August 27, 2026, the Board designated 200,000 Preferred Shares as Series B Preferred Shares. At the same date, our Chairman and Chief Executive Officer, Mr. Albert Wong, entered into a securities purchase agreement with the Company to purchase the 200,000 Series B Preferred Shares at $1 per share. On September 11, 2026, Mr. Albert Wong remitted the subscription consideration of $200,000 for such Series B Preferred Shares. On October 29, 2026, the Company delivered the allotment instruction and formally issued the 200,000 Series B Preferred Shares. Our Chairman and Chief Executive Officer Mr. Albert Wong, beneficially owns all 1,000,000 issued and outstanding Series A Preferred Shares and 200,000 Series B Preferred Shares. The Series A and Series B Preferred Shares constitute approximately 70% of the aggregate voting power of our total issued and outstanding shares as of the date of this prospectus.

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See "Dilution" for a more complete description of how the value of your investment in our Ordinary Shares will be diluted upon the completion of this offering.

you purchase Ordinary Shares in this offering, you will pay more for your Ordinary Shares than the amount paid by existing shareholders for their Ordinary Shares on a per Ordinary Share basis. As a result, you will experience immediate and substantial dilution of $[ ] $(0.39) per Ordinary Share, representing the difference between (i) our as adjusted net tangible book value per Ordinary Share of $[ ] $0.75 as of March 31, 2026, after giving effect to this offering, and (ii) the assumed the public offering price per share of $[ ] $0.36 per Ordinary Share. See "Dilution" for a more complete description of how the value of your investment in our Ordinary Shares will be diluted upon the completion of this offering.

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Ordinary Shares have been listing listed on the Nasdaq Capital Market since August 28, 2025. We cannot assure you that our securities will continue to be listed on Nasdaq Capital Market. In order to maintain our listing on the Nasdaq Capital Market, we are required to comply with certain rules of the Nasdaq Capital Market, including those regarding minimum stockholders' equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. We may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to delisting. Such a delisting would likely have a negative effect on the price of our ordinary shares and would impair stockholders' ability to sell or purchase the Ordinary Shares of the Company when they wish to do so. In the event of a delisting, we may take actions to restore our compliance with Nasdaq's listing requirements, but we can provide no assurance that any such action taken by us would allow our ordinary shares to become listed again, stabilize the market price or improve the liquidity of our ordinary shares, prevent our ordinary shares from dropping below the Nasdaq minimum bid price requirement, or prevent future non-compliance with Nasdaq's listing requirements.

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Use of proceeds 4 changes

estimate that we will receive net proceeds from this offering of approximately $[ ] million $3,706,150 (assuming the sale of the maximum number of securities offered hereby), based upon an assumed offering price of $[ ] $0.3 6 per share, after deducting the estimated Placement Agent fees and estimated offering expenses payable by us.

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$[ ] $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 relevant registration and reporting procedures with PRC administrative 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. "

Pursuant to relevant PRC regulations, we may provide loans to WFOE up to the larger amount of (i) the balance between the registered total investment amount and registered capital of WFOE, or (ii) 350% (which may be varied due to the change of PRC's national macro-control policy) of the amount of the net assets of WFOE, subject to satisfaction of applicable government registration or approval requirements.

We may also decide to finance WFOE by means of capital contributions, which are subject to certain registration and reporting procedures with relevant PRC regulatory authorities. 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 1 change

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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 cover its losses, or 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.

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Capitalization 2 changes

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an unaudited adjusted basis to reflect the issuance and sale of the Ordinary Shares by us in this offering at the assumed public offering price of $[ ] $0.3 6 per share, after deducting the placement agent fees, and estimated offering expenses payable by us.

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shares, US$0.0001, 1,000,000 Series A Preferred shares, and 49,000,000 Preferred par value $0.0001 each, 50,000,000 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 12,832,000 shares issued and outstanding on an actual basis, [ ] 25,332,000 shares issued and outstanding on an adjusted basis Additional paid-in capital Statutory reserves Retained earnings Accumulated other comprehensive loss ) (226,287 (226,287 ) Total Shareholders' Equity 15,194,195 18,900,345 Total

Dilution 31 changes

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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.

giving effect to our sale of [ ]

net tangible book value as of March 31, 2026, was $15,194,195, or $1.18 per Ordinary Share. Net tangible book value represents the amount of our total consolidated tangible assets, 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 12,500,000 Ordinary Shares offered in this offering based on the assumed public offering price of $[ ] $0.36 per Ordinary Share, after deduction of the placement agent fees, and the estimated offering expenses payable by us, our as adjusted net tangible book value as of March 31, 2026, would have been $[ ], $18,900,345, or $[ ] $0.75 per outstanding Ordinary Share. This represents an immediate increase decrease in net tangible book value of $[ ] $(0.44) per Ordinary Share to the existing shareholders, and an immediate dilution in net tangible book value of $[ ] $(0.39) per Ordinary Share to investors purchasing Ordinary Shares in this offering. The as adjusted information discussed above is illustrative only.

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in net tangible 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 $ A $1.00 increase (decrease) in the assumed public offering price of $[ ] per Ordinary Share would increase (decrease) our pro forma as adjusted net tangible book value after giving effect to this offering by $[ ], the pro forma as adjusted net tangible book value per Ordinary Share after giving effect to this offering by $[ ] per Ordinary Share, and the dilution in pro forma as adjusted net tangible book value per Ordinary Share to new investors in this offering by Ordinary Shares $[ ] per Ordinary Share, assuming no change to the number of Ordinary Shares offered by us as set forth on the cover page of this prospectus, and after deducting Placement Agent commissions, and estimated offering expenses.

in net tangible 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 ( 0.39 are based on 12,832,000 Ordinary Shares.

In addition, we may choose to raise additional

capital due to market conditions or strategic considerations even if we believe that we have sufficient funds for our current operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of those securities could result in further dilution to the holders of our Ordinary Shares.

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Existing shareholders

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of September October 30, 2026, the exchange rate was RMB 1 to $6.7035. $6.656.

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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:

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, Shiu Wing Joseph Chow and Chi Wing Ma are residents of Hong Kong and Lin Tan and Yuanjian Zhang is a resident are residents 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 directors Bin Zhou and Brice "Rick" Toussaint are U.S. citizens and 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. K.

Brice "Rick" Toussaint are U.S. citizens and 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 our counsel as to Cayman Islands and Jingtian & Gongcheng, 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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Jingtian & Gongcheng has further advised us that the

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.

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.

may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China. In China, there are significant legal and other obstacles to obtain information needed for investigations or litigation originated outside China or otherwise with respect to foreign entities. Although the authorities in China may establish a regulatory cooperation mechanism with its counterparts of another country or region to monitor and oversee cross-border securities activities, such regulatory cooperation with the securities regulatory authorities may not be efficient in the absence of a practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or "Article 177," which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigations or evidence collection activities within the territory of the PRC. Article 177 further provides that Chinese entities and individuals are not allowed to provide documents or materials related to securities business activities to foreign agencies without prior consent from the securities regulatory authority of the State Council and the competent departments of the State Council. While detailed interpretation of or implementing rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests.

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Further, the PRC courts will also not recognize or enforce a foreign judgment where (i) the foreign court has no jurisdiction over the case according to provisions under PRC Civil Procedure Law; or (ii) the respondent has not been lawfully summoned or, despite being lawfully summoned, has not been given a reasonable opportunity to be heard or to argue, or the party who is incapable of litigation has not been properly represented; or (iii) the judgment or ruling was obtained by fraud; or (iv) the people's court has already issued a judgment or ruling on the same dispute, or has recognized a judgment or ruling issued by a court of a third country on the same dispute. 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 and PRC Law on the Application of Laws to Foreign-related Civil Relations, 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. PRC courts will determine whether to accept the complaint in accordance with the PRC Civil Procedures Law and PRC Law on the Application of Laws to Foreign-related Civil Relations. The shareholder may participate in the action by itself or entrust any other person or PRC legal counsel to participate on behalf of such shareholder. Foreign citizens and companies will have the same rights as PRC citizens and companies in an action unless the home jurisdiction of such foreign citizens or companies restricts the rights of PRC citizens and companies.

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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. Eastern International Ltd., Eastern BVI, and Eastern HK and WFOE have no material operations. In anticipation of its initial public offering, the Company completed a reorganization on 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. and it conducts its operations primarily through Suzhou TC-Link Logistics Co., Ltd. and its currently has the following 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. and its Mohan Branch, Chongqing Dayuan Logistics Co., Ltd., Wuxi TC-Link Logistics Co., Ltd., and 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.

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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 fully paid Series A Preferred Share is entitled to ten (10) votes and each fully paid 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.

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details of each principal shareholder's ownership, please refer to the beneficial ownership table in the section captioned "Principal principal executive offices are located at Suite 901-903, 9th Floor, Building #2, Qianwan Zhigu, Chuanhua Smart Center Science and Technology City Block, Xiaoshan Economic and Technological Development Zone, Xiaoshan District, Hangzhou City, Zhejiang Province, China 311231. Our telephone number at this address is +86 571-8235-6096. Our registered office in the Cayman Islands is located at 3-212 Governors Square, 23 Lime Tree Bay Avenue, P.O. Box 30746, Seven Mile Beach, Grand Cayman KY1-1203, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc. located at 122 East 42nd Street, 18th Floor, New York, NY 10168. Investors should contact us for any inquiries through the address and telephone number of our principal executive offices. Our website is www.elogint.com . The information contained on our website is not a part of this prospectus.

Our telephone number at this address is +86 0571-8235-6096. Our registered office in the Cayman Islands is located at 3-212 Governors Square, 23 Lime Tree Bay Avenue, P.O. Box 30746, Seven Mile Beach, Grand Cayman KY1-1203, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc. located at 122 East 42nd Street, 18th Floor, New York, NY 10168. Investors should contact us for any inquiries through the address and telephone number of our principal executive offices. Our website is www.elogint.com .

The information contained on our website is not a part of this prospectus.

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PRC operating subsidiaries include Hangzhou TC-Link, Suzhou TC-Link and its their subsidiaries. Hangzhou TC-Link was established on September 27, 2023 in Zhejiang Province, Suzhou TC-Link was established on January 9, 2006 in Jiangsu Province, connection with its initial public offering, the Company undertook a reorganization of its legal structure (the "Reorganization").

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through Hangzhou TC-Link and its subsidiaries, 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 2 branch offices of itself or its subsidiaries in China.

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 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 and Yunnan Dongyuan 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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to the Circular on the Implementation of the Positive Policy on Inclusive Tax Relief for Small and Micro Enterprises (Cai Shui (2019) No. 13), as enacted by Ministry of Finance and State Taxation Administration of the PRC, an enterprise is recognized as a small-scale and low-profit enterprise if all of the followings are met (i) its taxable income does not exceed RMB3 million; (ii) total number of its employees does not exceed 300; and (iii) amount of its total assets does not exceed RMB50 million. A small-scale and low-profit enterprise receives a tax preference including a preferential tax rate of 5% on its taxable income below RMB1 million and another preferential tax rate of 10% on its taxable income between RMB1 million and RMB3 million. This policy was originally effective since January 1, 2019 until December 31, 2021. Subsequently, Ministry of Finance and State Taxation Administration of the PRC have made supplements to this policy on March 14, 2022, March 26, 2023 and August 6, 2, 2023, respectively, which have stated that since January 1, 2022, if an entity is identified as a small-scale and low-profit enterprise based on the above rules, it is entitled to have its taxable income calculated at a reduced rate of 25% and enjoy a preferential enterprise income tax rate of 5% on its taxable income, 20%, and such tax relief has been extended to December 31, 2027. at the same time. For the year ended March 31, 2026, Wuxi TC-Link, Yancheng TC-Link, Yunnan Dongyuan, Chongqing Dayuan and Guizhou Tianrun are qualified for small and low-profit enterprises with an income tax rate of 5%; 20% calculated on 25% of their taxable incomes; For the year ended March 31, 2025, Wuxi TC-Link, Yancheng TC-Link, Yunnan Dongyuan and Chongqing Dayuan are qualified for small and low-profit enterprises with an income tax rate of 5%. 20% calculated on 25% of their taxable incomes.

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to the Circular on the Implementation of the Positive Policy on Inclusive Tax Relief for Small and Micro Enterprises (Cai Shui (2019) No. 13), as enacted by Ministry of Finance and State Taxation Administration of the PRC, an enterprise is recognized as a small-scale and low-profit enterprise if all of the followings are met (i) its taxable income does not exceed RMB3 million; (ii) total number of its employees does not exceed 300; and (iii) amount of its total assets does not exceed RMB50 million. A small-scale and low-profit enterprise receives a tax preference including a preferential tax rate of 5% 20% calculated on 25% of its taxable income below RMB1 million and another preferential tax rate of 10% 20% calculated on 50% of its taxable income between RMB1 million and RMB3 million. This policy was originally effective since January 1, 2019 until December 31, 2021. Subsequently, Ministry of Finance and State Taxation Administration of the PRC have made supplements to this policy on March 14, 2022, March 26, 2023 and August 6, 2, 2023, respectively, which have stated that since January 1, 2022, if an entity is identified as a small-scale and low-profit enterprise based on the above rules, it is entitled to a preferential tax rate of 5% 20% calculated on 25% of its taxable income, incomes, and such tax relief has been extended to December 31, 2027 at the same time. As a result, for the year ended March 31, 2024, Wuxi TC-Link, Yunnan Dongyuan and Chongqing Dayuan are qualified for small and low-profit enterprises with an income tax rate of 5%, 20% calculated on 25% of their taxable incomes, while for the year ended March 31, 2025, Wuxi TC-Link, Yancheng TC-Link, Yunnan Dongyuan and Chongqing Dayuan are qualified for small and low-profit enterprises with an income tax rate of 5%. 20% calculated on 25% of their taxable incomes.

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Legal proceedings 87 changes

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March 15, 2019, the National People's Congress approved the Foreign Investment Law, which has taken took effect on January 1, 2020 and replaced three existing laws on foreign investments in China, namely, the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-invested Enterprise Law, together with their implementation rules and ancillary regulations. The Foreign Investment Law embodies a regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic invested enterprises in China. The Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection and administration of foreign investments in view of investment protection and fair competition.

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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.

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 (Negative List) for Market Access of Foreign Investment (Negative List) Access (2021 Edition) 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 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. Such five-year transition period expired on December 31, 2024, and the organizational forms and governance structures of such foreign invested enterprises shall comply with the PRC Company Law, the PRC Partnership Enterprise Law and other applicable laws.

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new Foreign Investment Law has provided a more transparent foreign investment environment in China. Particularly, this new law has changed the regulatory procedure from a pre-approval requirement to the negative list system, which means the a foreign invested company may generally engage in any business activities that are not in outside the negative list and without pre-approval is not required anymore. for foreign investment access, subject to other applicable licensing, review and approval requirements.

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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.

activities in the PRC by foreign investors are principally governed by the Special Administrative Measures (Negative List) for Foreign Investment Access and the Catalogue of Industries for Encouraging 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. Separately, on December 15, 2025, the NDRC and the MOFCOM promulgated the Catalogue of Industries for Encouraging Foreign Investment (2025 Edition), which took effect on February 1, 2026 and replaced the 2022 edition thereof. 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. 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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operating subsidiaries engage in the business of logistic services including project logistic, cross border logistic and general logistic, as well as new energy infrastructure construction services, which are not within the category for which foreign investment is restricted under the current 2024 Negative List or other PRC Laws.

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

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 June 2026 (with the latest revision taking effect on January 1, 2027), 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 for Industry and Commerce, 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.

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.

names are protected under the Administrative Measures for Internet Domain Names promulgated by MIIT on August 24, 2017, effective on November 1, 2017 (the "Domain Name Measures"). MIIT is the major regulatory body responsible for the administration of the PRC internet domain names. The Domain Names Name Measures has adopted a "first come, first served" principle with respect to the registration of domain names. According to the Domain Name Measures, domain name applicants are required to duly register their domain names with domain name registration service institutions. The applicants will become the holder of such domain names upon the completion of the registration procedures.

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to the Enterprise Income Tax Law and its implementation rules, if a non-resident enterprise has not set up an organization or establishment in the PRC or has set up an organization or establishment but the income derived has no actual connection with such organization or establishment, it will be subject to a withholding tax on its PRC-sourced income at a rate of 10%. Pursuant to the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Tax Evasion With Respect to Taxes On Income, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise is reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% of the PRC enterprise. Pursuant to the Notice of the State Administration of Taxation on the Issues concerning the Application of the Dividend Clauses of Tax Agreements, or Circular 81, a Hong Kong resident enterprise must meet the following conditions, among others, in order to enjoy the reduced withholding tax: (i) it must directly own the required percentage of equity interests and voting rights in the PRC resident enterprise; and (ii) it must have directly owned such percentage in the PRC resident enterprise throughout the 12 months prior to receiving the dividends.

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Accordingly, Eastern HK may be able to enjoy the 5% withholding tax rate for the dividends it receives from the WFOE, if it satisfies the conditions prescribed under Circular 81 and other relevant tax rules and regulations, and obtains retains the approvals relevant materials for inspection as required under the Administrative Measures for Non-resident Taxpayers to Enjoy Treaty Benefits issued by the SAT in October 2019, or the Administrative Measures. However, according to Circular 81, if the relevant tax authorities consider the transactions or arrangements that we have made are for the primary purpose of enjoying a favourable tax treatment, the relevant tax authorities may adjust the favourable withholding tax in the future.

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on PRC Value-Added Tax and Business Tax

to applicable PRC tax regulations, any entity or individual conducting business in the service industry is generally required to pay a business tax at the rate of 5% on the revenues generated from providing such services. However, if the services provided are related to technology development and transfer, such business tax may be exempted subject to approval by the relevant tax authorities. Pursuant to the Provisional Regulations on Value-Added Tax of the PRC and its implementation regulations, unless otherwise specified by relevant laws and regulations, any entity or individual engaged in the sales of goods, provision of processing, repairs and replacement services, and importation of goods into China is generally required to pay a value-added tax, or VAT, for revenues generated from sales of products, while qualified input VAT paid on taxable purchase can could be offset against such output VAT.

November 2011, the Ministry of Finance and the State Administration of Taxation promulgated the Pilot Plan for Imposition of Value-Added Tax to Replace Business Tax. In March 2016, the Ministry of Finance and the State Administration of Taxation further promulgated the Notice on Fully Promoting the Pilot Plan for Replacing Business Tax by Value-Added Tax, which became effective on May 1, 2016. Pursuant to the pilot plan and relevant notices, VAT is generally imposed in lieu of business tax in the modern service industries including the VATS, on a nationwide basis. VAT of a rate of 6% applies to revenue derived from the provision of some modern services. Certain small Small-scale taxpayers under PRC law are generally subject to reduced value-added tax at a rate of 3%. Unlike business tax, a taxpayer is allowed to offset the qualified input VAT paid on taxable purchases against the output VAT chargeable on the modern services provided.

April 4, 2018, the Ministry of Finance and the State Administration of Taxation issued the Notice on Adjustment of VAT Rates, which came into effect on May 1, 2018. According to the abovementioned notice, the taxable goods previously subject to VAT rates of 17% and 11%, respectively, become became subject to lower VAT rates of 16% and 10%, respectively, starting from May 1, 2018. Furthermore, according to the Announcement on Relevant Policies for Deepening Value-added Tax Reform jointly promulgated by the Ministry of Finance, the State Administration of Taxation and the General Administration of Customs, which became effective on April 1, 2019, the taxable goods previously subject to VAT rates of 16% and 10%, respectively, become became subject to lower VAT rates of 13% and 9%, respectively, starting from April 1, 2019.

December 25, 2024, the SCNPC promulgated the Value-Added Tax Law of the PRC, or the VAT Law, which took effect on January 1, 2026 and replaced the Provisional Regulations on Value-Added Tax of the PRC. In December 2025, the State Council promulgated the Implementation Regulations of the VAT Law, which also took effect on January 1, 2026. Pursuant to the VAT Law, any entity or individual that sells goods, services, intangible assets or immovable properties or imports goods within the PRC is a VAT taxpayer, and the applicable VAT rates are 13%, 9%, 6% and zero, as the case may be, while a statutory levy rate of 3% applies to small-scale taxpayers, subject to applicable reductions and exemptions. From January 1, 2026 to December 31, 2027, small-scale taxpayers are generally subject to a reduced levy rate of 1% on taxable transactions subject to the statutory 3% levy rate, other than sales or leases of immovable properties or transfers of land use rights, and may qualify for certain exemptions under applicable rules.

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November 2012, SAFE promulgated the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment, which substantially amends amended and simplifies simplified the current foreign exchange procedure. Pursuant to this circular, the opening of various special purpose foreign exchange accounts, such as pre-establishment expense accounts, foreign exchange capital accounts and guarantee accounts, the reinvestment of RMB proceeds derived by foreign investors in the PRC, and remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign shareholders, no longer require approval or verification from SAFE, and multiple capital accounts for the same entity may be opened in different provinces, which was not possible previously.

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July 2014, SAFE further reformed the foreign exchange administration system in order to satisfy and facilitate the business and capital operations of Foreign-Invested Enterprises and issued the Circular of the State Administration of Foreign Exchange on the Pilot Reform of the Administrative Approach Regarding the Settlement of the Foreign Exchange Capitals of Foreign-Invested Enterprises in Certain Areas ("Circular 36"), in July 2014. This circular suspends suspended the application of Circular 142 in certain areas and allows allowed a Foreign-Invested Enterprise registered in such areas to use the RMB capital converted from foreign currency registered capital for equity investments within the PRC.

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 are 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 and revised 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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on the foregoing, if we intend to provide funding to our WFOE through capital injection, we should file complete the change registration with the State Administration for Market Regulation or its local counterparts, via submit the foreign relevant investment comprehensive administrative information to the competent commerce authorities through the enterprise registration system and the National Enterprise Credit Information Publicity System, and register such funding with local banks for foreign exchange related matters.

October 2019, SAFE promulgated the 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. In December 2023, SAFE promulgated the 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. In September 2025, SAFE promulgated the Notice on Deepening the Reform of Foreign Exchange Administration of Cross-border Investment and Financing, or [2025] Circular 43, which, among others, cancels the registration requirement for domestic reinvestment by foreign-invested enterprises subject to certain conditions, allows foreign investors to reinvest their foreign exchange profits within China, and further specifies the prohibited uses of capital account income of non-financial enterprises. In July 2014, SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents' Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, which requires PRC residents or entities to register with SAFE or its local branches in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing with their legally owned onshore or offshore assets or equity interests, referred to in SAFE Circular 37 as a "special purpose vehicle" or "SPV." Pursuant to SAFE Notice 13, such registration shall be handled by qualified banks instead of SAFE. 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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have not adopted any stock incentive plans as of the date of this prospectus.

promulgated the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed Company, or the Stock Option Rules in February 2012, replacing the previous rules issued by SAFE in March 2007. Under the Stock Option Rules and other relevant rules and regulations, PRC residents who participate in stock incentive plans in an overseas publicly-listed company are required to register with SAFE or its local branches and complete certain other procedures.

promulgated the Stock Option Rules in February 2012, replacing the previous rules issued by SAFE in March 2007. Under the Stock Option Rules and other relevant rules and regulations, PRC residents who participate in stock incentive plans in an overseas publicly-listed company are required to register with SAFE or its local branches and complete certain other procedures. Participants of a stock incentive plan who are PRC residents must retain a qualified PRC agent, which could be a PRC subsidiary of the overseas publicly listed company or another qualified institution selected by the PRC subsidiary, to conduct the SAFE registration and other procedures with respect to the stock incentive plan on behalf of the participants. In addition, the PRC agent is required to amend the SAFE registration with respect to the stock incentive plan if there is any material change to the stock incentive plan, the PRC agent or other material changes. The PRC agent must, on behalf of the PRC residents who have the right to exercise the employee share options, apply to SAFE or its local branches for an annual quota for the payment of foreign currencies in connection with the PRC residents' exercise of the employee share options. The foreign exchange proceeds received by the PRC residents from the sale of shares under the stock incentive plans granted and dividends distributed by the overseas-listed companies must be remitted into the bank accounts in the PRC opened by the PRC agents before distribution to such PRC residents. Moreover, it remains unclear whether PRC residents who participate in the stock incentive plan is subject to the approval, filing and report requirements and procedures for outbound investments under the New Outbound Investment Administrative Measures.

The Board of Directors of the Company approved and adopted Eastern International Ltd. 2025 Omnibus Equity Plan (the "2025 Plan") on December 2, 2025. The total aggregate ordinary shares of the Company authorized for issuance during the term of the 2025 Plan is limited to 1,500,000 shares. Certain executive officers and employees of the Company or its subsidiaries, who are PRC citizens or have resided in the PRC for a continuous period of not less than one year and have received stock awards from the Company, have completed their SAFE registrations.

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on Overseas Listings

our current corporate structure, we may rely on dividend payments from WFOE, which is a wholly foreign-owned enterprise incorporated in China, to fund any cash and financing requirements we may have. The principal regulations governing the distribution of dividends of foreign-invested enterprises include the newly enacted Foreign-Investment Foreign Investment Law, which came into effect on January 1 st , 2020, and its implementation rules, and the PRC Company Law, which was most recently amended on December 29, 2023 and took effect on July 1, 2024. Under these laws and regulations, wholly foreign-owned enterprises in China may pay dividends only out of their accumulated after-tax profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, wholly foreign-owned enterprises in China are required to allocate at least 10% of their respective accumulated after-tax profits each year, if any, to fund certain reserve funds until these reserves have reached 50% of the registered capital of the enterprises. Wholly foreign-owned companies may, at their discretion, allocate a portion of their after-tax profits based on PRC accounting standards to staff welfare and bonus discretionary reserve funds. These reserves are not distributable as cash dividends.

on Outbound Investment

May 5, 2026, Provisions of the State Council on Outbound Investment were promulgated by the State Council which became effective on July 1, 2026. The provisions apply to outbound investments made by investors within the territory of the PRC, including enterprises, other organizations, and individual residents within China. Under the provisions, outbound investment, or overseas investment, refer to activities whereby investors, through the contribution of assets or equity interests, or through the provision of financing, guarantees, or other means, directly or indirectly acquire ownership, control, management rights, or other related interests in enterprises, assets, or other property in other countries (regions). The State supports investors in conducting outbound investment activities in accordance with market-based principles and actively participating in international cooperation and competition. Investors shall have the right under the law to make their own outbound investment decisions, bear the associated risks, and assume responsibility for their own profits and losses. The investment authority and commerce authority under the State Council shall, in conjunction with other relevant authorities under the State Council, formulate, adjust, and implement outbound investment policies, specify categories of encouraged, restricted, and prohibited outbound investments, strengthen the regulation of outbound investment, and guide and supervise investors in conducting investment and business activities in a compliant manner. Where investors are required by law to complete approval or filing procedures, information reporting, cross-border funds registration, or other formalities in connection with outbound investment activities, they shall complete such formalities in accordance with relevant State regulations, submit relevant materials truthfully, and cooperate with supervision and inspection by the relevant competent authorities. The State shall improve the overseas investment security review system, and the investment authority and commerce authority under the State Council shall, in conjunction with other relevant authorities under the State Council, conduct security reviews of overseas investments. Where an investor engages in an outbound investment prohibited by the State, or fails to complete the required approval or filing procedures for an overseas investment, or applies for approval or filing by means such as submitting false materials or concealing truthful information, the competent administrative authority may impose sanctions on the investor.

October 16, 2026, National Development and Reform Commission published the New Outbound Investment Administrative Measures, which will come into force on December 1, 2026. The New Outbound Investment Administrative Measures apply to all kinds of outbound investment activities made by domestic enterprises, other organizations and individual residents ("Domestic investor(s)"). Pursuant to the New Outbound Investment Administrative Measures, outbound investment refers to the investment activities conducted by a Domestic Investor, through the contribution of assets or equity interests, or through the provision of financing, guarantees, or other means, directly or indirectly acquire ownership, control, management rights, or other related interests in overseas enterprises, assets, or other property.

Besides, outbound investment also includes outbound re-investment conducted by a Domestic Investor. The investment activities mainly include but are not limited to (a) the acquisition of the ownership of, right to use or other rights and interests in land abroad; (b) the acquisition of the concession right to explore and exploit and other rights and interests in overseas natural resources; (c) the acquisition of the ownership of, right to operate and manage, and other rights and interests in overseas infrastructure; (d) the acquisition of the ownership of, right to operate and manage, and other rights and interests in overseas enterprises, other organizations or assets;

(e) the new construction, renovation or expansion of overseas fixed assets; (f) the incorporation of a new enterprise or other organization overseas, or the additional investment in an existing enterprise or other organization overseas; (g) the new establishment of or equity participation in overseas equity investment funds; and (h) the control of an overseas enterprise, other organization or asset by means of an agreement, trust or otherwise. Outbound investment made by a Domestic Investor directly or indirectly through overseas entities invested is subject to approval, filing and report requirements and procedures set out thereunder. Outbound investment in sensitive projects, which include projects involving sensitive countries and regions and projects involving sensitive industries, shall obtain approval from National Development and Reform Commission beforehand. Outbound investment in non-sensitive projects is required to make filings with the National Development and Reform Commission or its local counterparts. Furthermore, outbound investment in non-sensitive projects and round-trip investment carried out through overseas entities invested is required to submit relevant report through network system 10 working days before implementation of the investment. The New Outbound Investment Administrative Measures also impose other reporting obligations, including, among others, the pre-work report for certain large projects, the completion report, the major adverse event report and the annual outbound investment information report. Domestic Investors that fail to complete the required approval or filing procedures may be ordered to make rectification, have their illegal gains confiscated and be subject to fines ranging from 0.1% to 0.5% of the Chinese investment amount, with higher fines and cessation of the investment if they refuse to make rectification; following the relevant penalty decisions, they may also be prohibited from making outbound investments for one to three years. Failure to submit the required information reports may result in an order to make rectification and, in serious cases or where rectification is not made within the prescribed period, warnings or public criticism.

to the Administrative Measures for Overseas Investment promulgated by MOFCOM on September 6, 2014 and effective on October 6, 2014, overseas investments by PRC enterprises involving sensitive countries and regions or sensitive industries are subject to approval by MOFCOM, and other overseas investments are subject to filing with MOFCOM or its provincial counterparts. Where an overseas enterprise invested by a PRC enterprise makes reinvestment overseas, the PRC enterprise shall report the relevant information to the competent commerce authorities after the overseas legal procedures are completed.

to the Provisions on the Foreign Exchange Administration of Overseas Direct Investment by Domestic Institutions promulgated by SAFE on July 13, 2009 and effective on August 1, 2009, and SAFE Notice 13, domestic institutions shall complete the foreign exchange registration for their overseas direct investments with qualified banks, and the remittance of funds for overseas direct investments and the repatriation of profits and other proceeds therefrom are subject to such registration. In addition, offshore investment and financing activities conducted by PRC residents through SPVs are subject to the registration requirements under SAFE Circular 37, and the participation by PRC residents in stock incentive plans of overseas publicly listed companies is subject to the registration requirements under the Stock Option Rules, as stated above.

certain shareholders of our Company are PRC resident, our investment and acquisition activities conducted outside the mainland China may be subject to the foregoing rules and regulations, and are therefore required to comply with the relevant approval, filing, report and other requirements and procedures. Further, our round-trip investments, namely those investments made by us or overseas subsidiaries in the mainland China may also be subject to requirements and procedures. It is uncertain how those requirements and procedures will affect our investment and acquisition efficiency or capacity. Furthermore, it remains unclear whether PRC residents who participate in our stock incentive plan is subject to the approval, filing and reporting requirements and procedures for outbound investments under the New Outbound Investment Administrative Measures. If so, our ability to attract and retain core management and staff could be hampered and relevant costs may increase.

" Risk Factors-Risks Related to Doing Business in China- PRC new regulations relating to outbound investment may restrict our investment and acquisition efficiency or capacity, which may adversely affect our business operation and financial results. " Regulations on Overseas Listings 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. An issuer that has completed its overseas offering and listing shall file with the CSRC within three working days after the completion of any subsequent securities offering in the same overseas market. Furthermore, upon the occurrence of any of the material events specified below after an issuer has completed its offering and listed its securities on an overseas stock exchange, the issuer shall submit a report thereof to the CSRC within three working days after the occurrence and public disclosure of the event: (i) change of control; (ii) investigations or sanctions imposed by overseas securities regulatory agencies or other competent authorities; (iii) change of listing status or transfer of listing segment; or (iv) voluntary or mandatory delisting. The New Overseas Listing Rules stipulate the legal consequences to the companies for breaches, including failure to fulfil filing obligations or filing documents having false statement or misleading information or material omissions, which may result in a fine ranging from RMB 1 million to RMB 10 million, and in cases of severe violations, the relevant responsible persons may also be warned and each imposed a fine of between RMB500,000 and RMB5,000,000. We are subject to the relevant filing procedures of the CSRC in connection with our overseas offerings under the New Overseas Listing Rules, including the public offering pursuant to this registration statement.

1 unchanged paragraph

" Risk Factors-Risks Related to Doing Business in China- The filing with the China Securities Regulatory Commission ("CSRC") is required in connection with this offering under New Overseas Listing Rules, and if required, we cannot assure you that we will be able to timely make or complete 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 or complete the filing for this offerings. " Regulations Relating to Employment Pursuant to the Labor Law of the PRC, promulgated by SCNPC in July 1994 and revised in August 2009 and December 2018 (the "Labor Law"), and the Labor Contract Law of the 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.

in China are required by PRC laws and regulations to participate in certain employee benefit plans, including social insurance funds, namely a pension plan, a medical insurance plan, an unemployment insurance plan, a work-related injury insurance plan and a maternity insurance plan, and a housing provident fund, and contribute to the plans or funds based on local annual minimum salary standard or certain percentage of the local annual average compensations to works ("Social Insurance Payment Base"). We participate in employee benefit plans and have made contributions Pursuant to such plans required by current the Social Insurance Law of the PRC laws and regulations. If enterprises are required to contribute to promulgated by the plans or funds based SCNPC on a higher October 28, 2010 and amended on December 29, 2018, an employer that fails to pay social insurance Payment Base under the new regulations or policies premiums in full and on time may be ordered to pay the future, we outstanding amount within a prescribed period with a daily late fee of 0.05% of the outstanding amount, and if it fails to do so, may have be subject to make more contributions a fine of one to such plans for our employees. three times the outstanding amount.

Pursuant to the Regulations on the Administration of Housing Provident Funds promulgated by the State Council on April 3, 1999 and most recently amended on August 10, 2026, an employer that fails to complete housing provident fund deposit registration or to open housing provident fund accounts for its employees may be ordered to make rectification within a prescribed period and, if it fails to do so, be subject to a fine of RMB50,000 to RMB300,000, and an employer that fails to pay housing provident fund contributions in full and on time may be ordered to pay within a prescribed period, failing which an application may be made to a people's court for compulsory enforcement. We participate in employee benefit plans and have made contributions to such plans required by current PRC laws and regulations. If enterprises are required to contribute to the plans or funds based on a higher Social Insurance Payment Base under the new regulations or policies in the future, we may have to make more contributions to such plans for our employees.

intend to comply with the new regulations and policies applicable to employee benefit plans set forth through as amended or promulgated from time to time. As of the date of this prospectus, we have signed written employment contracts with all of our employees and paid all the benefits packages as required by law. In addition, the PRC Individual Income Tax Law requires companies operating in China to withhold individual income tax on employees' salaries based on the actual salary of each employee upon payment.

1 unchanged paragraph

If a road freight transportation operator intends to establish a branch, it should file with the local competent authority for transportation where the branch is to be established.

to the Regulations on Road Transportation promulgated by the State Council in April 2004 and most recently amended in July 2023, January 2026, and the Provisions on Administration of Road Freight Transportation and Stations (Sites) issued by the Ministry of Transport in June 2005 and most recently amended in November 2023, February 2026, or the Road Freight Provisions, the business operations of road freight transportation refer to commercial road freight transportation activities that provide public services. The road freight transportation includes general road freight transportation, special road freight transportation, road transportation of large articles, and road transportation of dangerous cargos. Special road freight transportation refers to freight transportation using special vehicles such as vehicles with containers, refrigeration equipment, or tank containers. The Road Freight Provisions set forth detailed requirements with respect to vehicles and drivers.

the Road Freight Provisions, anyone any person engaging in the business of operating road freight transportation or stations (sites) must obtain a road transportation operation permit from the local county-level competent authority for transportation, and each vehicle used for road freight transportation must have a road transportation certificate from the same authority. However, under applicable PRC regulations, general freight transportation using vehicles with a total mass of 4.5 tons or less is exempt from such road transportation operation permit and vehicle road transportation certificate requirements. The incorporation of a subsidiary of a road freight transportation operator that intends to engage in road transportation business is subject to the same approval procedure. If a road freight transportation operator intends to establish a branch, it should file with the local competent authority for transportation where the branch is to be established.

1 unchanged paragraph

to the Administrative Provisions Concerning the Running of Cargo Vehicles with Out-of-Gauge Goods promulgated by the Ministry of Transport, which took effect on September 21, 2016 and most recently amended in August 2021, cargo vehicles running on public roads shall not carry cargo weighing more than the limits prescribed by this regulation and their dimensions shall not exceed those as set forth in the same regulation. Vehicle operators who violate this regulation may be subject to a fine of up to RMB30,000 for each violation. In the event of repeated violations, the regulatory authority may suspend the operating license of the vehicle operator and/or revoke the business operation registration of the relevant Where a cargo vehicle In the event conducts illegal over-limit transportation more than 10% of the total vehicles of any road transportation enterprise are not in compliance with this regulation in any three times within one year, such road transportation enterprise shall suspend its business for rectification and its road transportation license may certificate shall be revoked, and the driver who does so more than three times within one year shall be ordered to cease engaging in commercial transportation.

In the event of repeated violations, the regulatory authority may suspend the operating license of the vehicle operator and/or revoke the business operation registration of the relevant vehicle. In the event more than 10% of the total vehicles of any road transportation enterprise are not in compliance with this regulation in any year, such road transportation enterprise shall suspend its business for rectification and, if the circumstances are serious, its road transportation license may be revoked.

1 unchanged paragraph

to the Regulations on International Maritime Transport promulgated by the State Council on December 11, 2001 and most recently amended on July 20, 2023 September 28, 2025 and Implementing Rules for the Regulations on International Maritime Transport promulgated by the Ministry of Transport on January 20, 2003 and most recently amended on November 10, 2023, Non-vessel operating common carriers ("NVOCC") shall mean carriers that undertake to carry cargo of consignors, issue their own bills of lading or other transport documents, collect freight from the consignors, complete international maritime transport through international shipping operators, and bear carrier liability in the international maritime transport activities undertaken by them. The NVOCC performs the following activities relating to the entrusted cargo and carried out for the purpose of accomplishing such activities, including (1) conclusion of an international cargo transport contract in the capacity of a carrier with a consignor; (2) receipt and delivery of cargo in the capacity of a carrier; (3) issue of bills of lading or other transport documents; (4) collection of transport fees and other remuneration for services rendered; (5) booking of cabin or shipping space and cargo handling with international shipping operators or other transport operators; (6) payment of freight or other transport fees; (7) container de-consolidation and assembly business activities; and (8) other related business activities.

to the Regulations on International Maritime Transport and its implementation rules, all NVOCC NVOCCs shall, within 15 days from the date of operation, file a record with the department responsible for transportation of local the provincial government.

3 unchanged paragraphs

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.

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 consolidated certain registration automatically reflects the two qualifications and record-filing formalities 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. was abolished on January 6, 2025.

1 unchanged paragraph

to the Foreign Trade Law which was promulgated by SCNPC on May 12, 1994 and was most recently amended on December 30, 2022 27, 2025 with effect from March 1, 2026 and the Administrative Regulations for the Import and Export of Goods which were issued by the State Council on December 10, 2001 and were amended on March 10, 2024, certain goods are allowed to be imported into or exported out of China freely while certain goods are prohibited or restricted from being imported into or exported out of China due to their impact on national security, life and health of people, animals or plants, the development of certain domestic industries, or other reasons stipulated in relevant laws and regulations. No one shall import or export goods that are prohibited from being imported into or exported out of China. The import and export of goods that are restricted from being imported into or exported out of China shall be in compliance with relevant restrictive laws and regulations.

December 30, 2022, according to the then-effective Foreign Trade Law, and the Measures for the Record-Filing and Registration of Foreign Trade Operators promulgated by MOC MOFCOM on June 25, 2004, and most recently amended on May 10, 2021, foreign trade operators which engage in the import and export of goods shall go through the record-filing and registration with MOC MOFCOM or an authority authorized by MOC, MOFCOM, unless laws, administrative regulations and rules of MOC MOFCOM provide that it is unnecessary to go through such formalities. If foreign trade operators fail to go through the formalities for record-filing and registration in accordance with relevant provisions, the PRC customs authority shall refuse to handle the declaration and clearance formalities of their imports and exports. On December 30, 2022, the Foreign Trade Law of the PRC was amended, and foreign trade operators were no longer required to go through the record registration formalities.

On December 30, 2022, the Foreign Trade Law of the PRC was amended, and foreign trade operators were no longer required to go through the record registration formalities, and the Foreign Trade Law as revised on December 27, 2025 does not reinstate such requirement.

to the Customs Law of the PRC, unless otherwise provided for, the declaration of import or export goods and the payment of customs duties may be made by the consignees or consigners themselves, and such formalities may also be completed by their entrusted customs brokers that have registered with the PRC customs authority. The Tariff Law of the PRC, promulgated by SCNPC on April 26, 2024 and implemented on December 1, 2024, further stipulated that, unless otherwise provided by the relevant laws and regulations, goods permitted to be imported into or exported out of China shall be subject to payment of customs duties. The consignees of imported goods, consigners of exported goods and carriers or recipients of inward articles shall undertake the obligation of the payment of customs duties. The State Council also promulgated implementation rules Regulations on Import and Export Duties of the PRC were repealed upon the effectiveness of the Tariff schedules to regulate Law, and the items and rates of the customs duties are regulated by the Tariff Schedule annexed to the Tariff Law, as adjusted by the Customs Tariff Commission of the State Council from time to time.

2 unchanged paragraphs

Regulations Relating to Construction Industry

Qualifications of Construction Enterprises.

Pursuant to the Construction

Law of the PRC promulgated by the SCNPC on November 1, 1997 and most recently amended on April 23, 2019, construction enterprises engaged in construction activities shall be classified into different grades according to their registered capital, professional and technical personnel, technical equipment and completed construction projects, and may only engage in construction activities within the scope permitted by their qualification grades after obtaining the corresponding qualification certificates. A construction enterprise is prohibited from undertaking projects beyond the scope permitted by its qualification grade or in the name of any other construction enterprise, and from allowing any other entity or individual to undertake projects in its name.

Pursuant to the Provisions

on the Administration of Qualifications of Construction Enterprises promulgated by the Ministry of Housing and Urban-Rural Development, or the MOHURD, on January 22, 2015 and most recently amended on December 22, 2018, and the Standards for Qualifications of Construction Enterprises issued by the MOHURD on November 6, 2014, the qualifications of construction enterprises are divided into general construction contracting qualifications, specialized contracting qualifications and construction labor service qualifications, each of which is further divided into different categories and grades. Construction enterprises that undertake general contracting projects or specialized contracting projects without the requisite qualifications, or obtain qualifications by fraud, may be subject to warnings, fines, confiscation of illegal gains and revocation of the qualification certificates. Our PRC operating subsidiary engaged in new energy infrastructure construction services has obtained the construction qualifications required for its current construction activities. Pursuant to the Administrative Measures for Permits for Installation (Repair and Testing) of Electric Power Facilities promulgated by the NDRC on April 11, 2025 and effective on July 1, 2025, any entity engaging in the installation, repair or testing of electric power facilities in the PRC, including grid-related works such as step-up substations and outgoing transmission lines of power generation projects, shall obtain the relevant permit. Our PRC operating subsidiary engaged in new energy infrastructure construction services holds a permit for the installation of electric power facilities.

Work Safety and Construction Quality.

Pursuant to the Work

Safety Law of the PRC promulgated by the SCNPC on June 29, 2002 and most recently amended on June 10, 2021, the Regulations on Work Safety Licenses promulgated by the State Council on January 13, 2004 and most recently amended on July 29, 2014, and the Provisions on the Administration of Work Safety Licenses of Construction Enterprises promulgated by the former Ministry of Construction on July 5, 2004 and amended on January 22, 2015, a construction enterprise shall obtain a work safety license before engaging in construction activities, and shall establish a work safety accountability system, provide the work safety conditions required by laws and regulations, and conduct work safety education and training for its employees. Pursuant to the Regulations on the Administration of Work Safety of Construction Projects promulgated by the State Council on November 24, 2003 and effective on February 1, 2004, where a construction project is subcontracted, the general contractor shall be jointly and severally liable with the subcontractor for the work safety of the subcontracted project, and the subcontractor shall be subject to the work safety management of the general contractor. Pursuant to the Regulations on the Quality Management of Construction Projects promulgated by the State Council on January 30, 2000 and most recently amended on April 23, 2019, construction enterprises shall be responsible for the construction quality of their construction projects, and the subcontractor shall be jointly and severally liable with the general contractor for the quality of the subcontracted works.

Contracting, Subcontracting and Bidding.

Pursuant to the Construction

Law, the Administrative Measures for Subcontracting of Construction Works of Housing Buildings and Municipal Infrastructure promulgated by the former Ministry of Construction on February 3, 2004 and most recently amended on March 13, 2019, and the Administrative Measures for Identification and Investigation of Illegal Acts Concerning the Contract-awarding and Contracting of Construction Works issued by the MOHURD on January 3, 2019, a general contractor may subcontract part of the works to subcontractors with the corresponding qualifications with the consent of the project owner, but the main structure of the works shall be completed by the general contractor itself, and subcontractors shall not further subcontract the works undertaken by them. Unlawful subcontracting, illegal sub-subcontracting and undertaking projects by affiliation are prohibited. Pursuant to the Bidding Law of the PRC promulgated by the SCNPC on August 30, 1999 and amended on December 27, 2017, and its implementation regulations promulgated by the State Council on December 20, 2011 and most recently amended on March 2, 2019, certain construction projects, including large-scale infrastructure and public utility projects relating to social public interests and public safety, shall be awarded through bidding when the relevant thresholds under the Provisions on Construction Projects Subject to Bidding promulgated by the NDRC on March 27, 2018 and effective on June 1, 2018 are met and, where applicable, the project falls within the scope of the Provisions on the Scope of Infrastructure and Public Utility Projects Subject to Bidding issued by the NDRC on June 6, 2018, and bidders shall not collude with each other or with the tenderee, or win the bid by bribery or other illegal means.

lease properties for our offices, sorting hubs, pickup and dispatch outlets warehouses/logistic centers and other facilities. Pursuant to the Law on Administration of Urban Real Estate of the PRC which took effect on January 1, 1995 with the latest amendment on August 26, 2019, which became effective on January 1, 2020, lessors and lessees are required to enter into a written lease contract, containing such provisions as the term of the lease, the use of the premises, rental price, liability for repair, and other rights and obligations of both parties. Both lessor and lessee are also required to file for registration and record the lease contract with the real estate administration department. Pursuant to the Administrative Measures for Commodity Housing Leasing promulgated by the MOHURD on December 1, 2010 and effective on February 1, 2011, where applicable, and implementing rules stipulated by certain provinces or cities, if the lessor and lessee fail to go through the registration procedures, both lessor and lessee may be ordered to make rectification within a prescribed period and, if they fail to do so, be subject to fines of up to RMB1,000 for individuals or RMB1,000 to RMB10,000 for entities.

to Civil Code of the PRC, or the Civil Code which was promulgated by the National People's Congress on May 28, 2020 and took effect on January 1, 2021, with the consent of the lessor, the lessee may sublease the leased object to a third person. Where the lessee subleases the leased object, the lease contract between the lessee and the lessor shall continue to be valid, and the lessee shall be liable to the lessor for compensation for any loss caused to the leased object by the third person. Where the lessee subleases the leased object without the consent of the lessor, the lessor may rescind the contract.

1 unchanged paragraph

to Fire Protection Law of the PRC, or the Fire Protection Law, promulgated by the Standing committee of the National People's Congress on April 29, 1998 with the latest amendment on April 29, 2021, we shall perform the following fire safety and protection responsibilities:

July 16, 2013, MIIT issued the Provisions on the Protection of Personal Information of Telecommunication and Internet User, which was effective on September 1, 2013. The requirements under this order are stricter and wider compared to the above decision issued by the National People's Congress. According to the provisions, if a network service provider wishes to collect or use personal information, it may do so only if such collection is necessary for the services it provides. Furthermore, it must disclose to its users the purpose, method and scope of any such collection or usage, and must obtain consent from the users whose information is being collected or used.

Network service providers are also required to establish and publish their protocols relating to personal information collection or usage, keep any collected information strictly confidential and take technological and other measures to maintain the security of such information.

to the Fire Protection Law of the PRC, or the Fire Protection Law, promulgated by the Standing Committee of the National People's Congress on April 29, 1998 with the latest amendment on April 29, 2021, we shall perform the following fire safety and protection responsibilities: (1) implement a fire safety accountability system, and formulate their our own fire safety regulations and operating rules and firefighting and emergency evacuation plans; (2) install firefighting facilities and equipment, set up fire protection safety signs and conduct regular inspection and maintenance to ensure that such facilities and equipment remain in good condition and functional in accordance with relevant State and industrial standards; (3) conduct a comprehensive inspection of firefighting facilities in buildings at least once a year to ensure that such facilities remain in good condition and functional; relevant inspection records shall be complete and accurate and shall be kept for future reference; (4) guarantee that fire escapes and exits and passageways for fire engines are kept clear and fire compartments, smoke bays and firebreaks conform to fire protection technical standards; (5) organise fire protection inspections in order to remove any potential fire hazard in time; (6) organise target-specific fire drills; and (7) other fire safety and protection responsibilities required by laws and regulations.

China, all kinds of warehouses that store goods operated by the state, collectives, and individuals shall comply with the Administrative Rules for Warehouses on Fire Prevention promulgated by the Ministry of Public Security on April 10, 1990, the Code of Design on Building Fire Protection and Prevention promulgated by the Ministry of Housing and Urban-Rural Development with the latest amendment on March 30, 2018, and the General Fire Code for Buildings promulgated by the Ministry of Housing and Urban-Rural Development, which took effect on January 19, June 1, 2023, which and repealed certain rules stipulated in the Code of Design on Building Fire Protection and Prevention. Pursuant to the Administrative Rules for Warehouses on Fire Prevention, the warehouse shall designate a key leader as the person in charge of fire prevention, who is fully responsible for the fire safety management of the warehouse, and the goods stored in the warehouse shall be classified, piled, grouped and piled, and necessary fire distances shall be reserved. The total storage capacity of a warehouse and the fire protection distance from buildings, etc. must comply with the provisions of the Code of Design on Building Fire Protection and Prevention.

Pursuant to the Administrative Rules for Warehouses on Fire Prevention, the warehouse shall designate a key leader as the person in charge of fire prevention, who is fully responsible for the fire safety management of the warehouse, and the goods stored in the warehouse shall be classified, piled, grouped and piled, and necessary fire distances shall be reserved. The total storage capacity of a warehouse and the fire protection distance from buildings, etc. must comply with the provisions of the Code of Design on Building Fire Protection and Prevention. In addition, pursuant to the Interim Provisions on the Administration of Fire Protection Design Review and Acceptance of Construction Projects promulgated by the MOHURD on April 1, 2020 and most recently amended on August 21, 2023, which became effective on October 30, 2023, special construction projects are subject to fire protection design review and fire protection acceptance, while other construction projects are subject to the record-filing and random inspection system, and construction contractors shall carry out construction in accordance with the fire protection design documents and the national fire protection technical standards and shall be responsible for the fire protection construction quality.

Relating to Internet Information Security and Privacy Protection recent years, PRC government authorities have enacted laws and regulations on internet use to protect personal information from any unauthorized disclosure. Under the Several Provisions on Regulating the Market Order of Internet Information Services, issued by the MIIT in December 2011 and effective March 2012, an internet information service provider may not collect any user personal information or provide any such information to third parties without the consent of the user. An internet information service provider must expressly inform the users of the method, content and purpose of the collection and processing of such user personal information and may only collect such information necessary for the provision of its services. An internet information service provider is also required to properly maintain the user's personal information, and in case of any leak or likely leak of the user's personal information, the internet information service provider must take immediate remedial measures and, in severe circumstances, immediately report to the telecommunications authority. As required under the Personal Information Protection Law of the People's Republic of China which was promulgated by the Standing Committee of the National People's Congress on August 20, 2021 and came into effect on November 1, 2021, the personal information of a natural person shall be protected by law, and no organization or individual may infringe upon the personal information rights and interests of natural persons.

December 28, 2012, SCNPC issued the Decision of the Standing Committee of the National People's Congress on Strengthening Information Protection on Networks, pursuant to which network service providers and other enterprises and institutions shall, when gathering and using electronic personal information of citizens in business activities, publish their collection and use rules and adhere to the principles of legality, rationality and necessarily, necessity, explicitly state the purposes, manners and scopes of collecting and using information, and obtain the consent of those from whom information is collected, and shall not collect and use information in violation of laws and regulations and the agreement between both sides; and the network service providers and other enterprises and institutions and their personnel must strictly keep such information confidential and may not divulge, alter, damage, sell, or illegally provide others with such information.

July 16, 2013, MIIT issued the Provisions on the Protection of Personal Information of Telecommunication and Internet User, which was effective on September 1, 2013. The requirements under this order are stricter and wider compared to the above decision issued by the Standing Committee of the National People's Congress. According to the provisions, if a network service provider wishes to collect or use personal information, it may do so only if such collection is necessary for the services it provides. Furthermore, it must disclose to its users the purpose, method and scope of any such collection or usage, and must obtain consent from the users whose information is being collected or used. Network service providers are also required to establish and publish their protocols relating to personal information collection or usage, keep any collected information strictly confidential and take technological and other measures to maintain the security of such information. Network service providers are required to cease any collection or usage of the relevant personal information, and provide services for the users to de-register the relevant user account, when a user stops using the relevant Internet service. Network service providers are further prohibited from divulging, distorting or destroying any such personal information, or selling or providing such personal information unlawfully to other parties. In addition, if a network service provider appoints an agent to undertake any marketing or technical services that involve the collection or usage of personal information, the network service provider is required to supervise and manage the protection of the information. The provisions state, in broad terms, that violators may face warnings, fines, public exposure, and may be subject to criminal liability whereas the case violation constitutes a crime.

and 7 more changes in the filing

Principal stockholders 3 changes

1 unchanged paragraph

following table sets forth information with respect to the beneficial ownership of our ordinary shares as of October 5, 30, 2026 for:

8 unchanged paragraphs

calculations in the table below are based on 12,832,000 Ordinary Shares, 1,000,000 Series A Preferred Shares and 200,000 Series B Preferred Shares issued and outstanding as of the date of October 5, 30, 2026.

1 unchanged paragraph

B Preferred Shares Beneficiallly Beneficially Owned

1 unchanged paragraph

Management 14 changes

9 unchanged paragraphs

The registered address of Eastern Worldwide Logistics Group Inc. is Portcullis Chambers, P.O. Box 1225, Apia, Samoa. Mr. Albert Wong also owns 1,000,000 outstanding Series A Preferred Shares and 200,000 outstanding Series B Preferred Shares of the Company, and each holder of one fully paid Series A Preferred Share has the right to 10 votes and each holder of one fully paid Series B Preferred Share has the right to 100 votes at a meeting of the shareholders of the Company.

21 unchanged paragraphs

As of September 30, 2026, the Company's

accounts receivable from its related party, Shenzhen Eastern Worldwide Logistics Co., Ltd, amounted to approximately $377,800.

19 unchanged paragraphs

For the six months ended September

30, 2026, the Company's revenue from its related parties, Shenzhou Eastern Worldwide Logistics Co., Ltd., was approximately $165,800.

3 unchanged paragraphs

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. On August 27, 2026, the Company entered into a Securities Purchase Agreement (the "Agreement") with Mr. Albert Wong, the Chairman of the Board of Directors and Chief Executive Officer of the Company (the "Purchaser"). Pursuant to the Agreement, the Company will issue and sell 200,000 Series B Preferred Shares of the Company (the "Shares") to Mr. Wong at a price of US$1.00 per share, for an aggregate purchase price of US$200,000. Each fully paid Series B Preferred Share has 100 votes at the general meeting of the Company, and every two Series B Preferred Shares are convertible into one ordinary share of the Company at the holder's option. The designation and issuance of Series B Preferred Shares were approved by the special committee of the Board and the Board of Directors of the Company. Mr. Albert Wong made full payment of $200,000 to the 200,000 Series B Preferred Shares on September 11, 2026. On October 29, 2026, the Company delivered the allotment instruction and formally issued the 200,000 Series B Preferred Shares.

2 unchanged paragraphs

Rights. Each Ordinary Share shall be entitled to one vote on all matters subject to vote at general and special meetings of our Company and each preferred share shall be entitled to ten (10) votes on all matters subject to vote at general and special meetings of our Company.

Rights. Each Ordinary Share shall be entitled to one vote on all matters subject to vote at general and special meetings of our Company and each fully paid Series A Preferred Share shall be entitled to ten (10) votes and each fully paid Series B Preferred Shares shall be entitled to one hundred (100) votes on all matters subject to vote at general and special meetings of our Company. Voting at any meeting of shareholders is by show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded. A poll may be demanded by the chairman of such meeting or any one or more shareholders who together hold not less than 10% of the nominal value of the total issued voting shares of our Company present in person or by proxy. An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the Ordinary Shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast attaching to the outstanding Ordinary Shares at a meeting. A special resolution will be required for important matters such as making changes to our Memorandum and Articles of Association.

99 unchanged paragraphs

following discussion of material Cayman Islands, PRC and United States federal income tax consequences of an investment in our Ordinary Shares is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This discussion does not deal with all possible tax consequences relating to an investment in our Ordinary Shares, such as the tax consequences under state, local and other tax laws. To the extent that the discussion relates to matters of Cayman Islands tax law, it represents the opinion of Ogier, our Cayman Islands counsel. To the extent that the discussion relates to matters of PRC tax law, it represents the opinion of Jiangsu Qiaobian Law Firm, Jingtian & Gongcheng, our PRC counsel.

4 unchanged paragraphs

According to the EIT Law, which was promulgated by the

SCNPC on March 16, 2007, became effective on January 1, 2008, and most recently amended on December 29, 2018, and the Implementation Rules of the EIT Law, which were promulgated by the State Council on December 6, 2007, became effective on January 1, 2008, and most recently amended on December 6, 2024, enterprises are divided into resident enterprises and non-resident enterprises.

Resident enterprises pay enterprise income tax on their incomes obtained in and outside the PRC at the rate of 25%. Non-resident enterprises setting up institutions in the PRC pay enterprise income tax on the incomes obtained by such institutions in and outside the PRC at the rate of 25%. Non-resident enterprises with no institutions in the PRC, and non-resident enterprises with income having no substantial connection with their institutions in the PRC, pay enterprise income tax on their income obtained in the PRC at a reduced rate of 10%.

the EIT Law, an enterprise established outside the PRC with a "de facto management body" within the PRC is considered a PRC resident enterprise for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income as well as tax reporting obligations. Under the Implementation Rules, a "de facto management body" is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise. In addition, SAT Circular 82 issued in April 2009 specifies that certain offshore-incorporated enterprises controlled by PRC enterprises or PRC enterprise groups will be classified as PRC resident enterprises if all of the following conditions are met: (a) senior management personnel and core management departments in charge of the daily operations of the enterprises have their presence mainly in the PRC; (b) their financial and human resources decisions are subject to determination or approval by persons or bodies in the PRC; (c) major assets, accounting books and company seals of the enterprises, and minutes and files of their board's and shareholders' meetings are located or kept in the PRC; and (d) half or more of the enterprises' directors or senior management personnel with voting rights habitually reside in the PRC. Further to SAT Circular 82, the SAT issued SAT Bulletin 45, which took effect in September 2011, to provide more guidance on the implementation of SAT Circular 82. SAT Bulletin 45 provides for procedures and administration details of determination on PRC resident enterprise status and administration on post-determination matters. If the PRC tax authorities determine that the Company is a PRC resident enterprise for PRC enterprise income tax purposes, a number of unfavourable PRC tax consequences could follow. For example, our subsidiaries in China we may be subject to enterprise income tax at a rate of 25% with respect to its worldwide taxable income. Also, a 10% withholding tax would be imposed on dividends we pay to our non-PRC enterprise shareholders and with respect to gains derived by our non-PRC enterprise shareholders from transferring our shares or Ordinary Shares and potentially a 20% of withholding tax would be imposed on dividends we pay to our non-PRC individual shareholders and with respect to gains derived by our non-PRC individual shareholders from transferring our shares or Ordinary Shares.

is unclear whether, if we are considered a PRC resident enterprise, holders of our shares or Ordinary Shares would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas. See " Risk Factors-Risk Factors Relating to Doing Business in China-Under the PRC Enterprise Income Tax Law, China-If we may be are classified as a PRC resident enterprise for PRC enterprise income tax purposes, such classification would likely could result in unfavourable unfavorable tax consequences to us and our non-PRC shareholders". and have a material adverse effect on our results of operations and the value of your investment".

33 unchanged paragraphs

Plan of distribution 15 changes

Agent Fees and Expenses

following table shows the offering price, Placement Agent fees and proceeds, before expenses, to us.

offering up to [ ] 1 2 ,5 00 ,0 00 Ordinary Share at an assumed offering price of $[ ] $0.3 6 per share for gross proceeds of up to approximately $[ ] million $4,500,000 before deduction of placement agent fees and offering expenses, in a reasonable best-efforts offering. There is no minimum amount of proceeds that is a condition to closing of this offering. The actual amount of gross proceeds, if any, in this offering could vary substantially from the gross proceeds from the sale of the maximum amount of securities being offered in this prospectus.

to a placement agency agreement (the "Placement Agency Agreement") to be signed by and between the Company [ ], and the Placement Agent, to solicit offers to purchase the securities offered by this prospectus, [ ] uSmart Capital, LLC will act as our placement agent. The Placement Agent is not purchasing or selling any securities, nor are they required to arrange for the purchase and sale of any specific number or dollar amount of securities, other than to use its "reasonable best efforts" to arrange for the sale of the securities by us. Therefore, we may not sell the entire amount of securities being offered. There is no minimum amount of proceeds that is a condition to closing of this offering. The Placement Agent may engage one or more subagents or selected dealers in connection with this offering.

Placement Agency Agreement provides that the Placement Agents' obligations are subject to conditions contained in the Placement will deliver the securities being issued to the investors upon receipt of investor funds for the purchase of the securities offered pursuant to this prospectus. We expect to deliver the securities being offered pursuant to this prospectus on or about November [ ], 2026. following table shows the offering price, Placement Agent fees and proceeds, before expenses, to us.

5 unchanged paragraphs

estimate that the total expenses of the offering payable by us, excluding placement agent fees, will be approximately $[ ] million. $568,741.

1 unchanged paragraph

or termination of our engagement letter with the Placement Agent, the Company consummates a financing of the type contemplated hereby with any investor first introduced to the Company by the Placement Agent that the Company did not know before such introduction, the Placement Agent will be entitled to a fee equal to 5.0% of the aggregate gross proceeds received by the Company from the sale of securities in such financing subject to and as limited by FINRA Rule 5110(g)(6). 5110(g)(5).

1 unchanged paragraph

last reported sale price of our ordinary shares on October [ ], 30, 2026 was $[ ] $0.72 per share. The actual offering price per ordinary share will be determined between us, the Placement Agent and the investors in the offering, and may be at a discount to the current market price of our ordinary shares. Therefore, the assumed offering price used throughout this prospectus may not be indicative of the final offering price.

1 unchanged paragraph

Our directors, officers and beneficial

owners of more than 5% of our outstanding Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares will agree not to sell, transfer, pledge or hedge their securities without the Placement Agent's prior written consent, subject to specified exceptions. These restrictions will apply from signing until six months after closing.

8 unchanged paragraphs

Legal Fees and Expenses for Chinese counsel

Legal Fees and Expenses for Cayman counsel

Legal fees and expenses for U.S. counsel

1 unchanged paragraph

Legal fees and expenses

3 unchanged paragraphs

Company is being represented by FisherBroyles, LLP, with respect to legal matters of United States federal securities law. The validity of the Ordinary Shares offered by this prospectus and legal matters as to Cayman Islands law will be passed upon for us by Ogier. The Company is being represented by Jiangsu Qiaobian Law Firm with regard Legal matters as to PRC law. laws will be passed upon for us by Jingtian & Gongcheng. FisherBroyles, LLP, may rely upon by Jiangsu Qiaobian Law Firm Jingtian & Gongcheng with respect to matters governed by PRC law. Hunter Taubman Fischer & Li LLC is acting as U.S. securities counsel for the Placement Agent.

8 unchanged paragraphs

Business 7 changes

23 unchanged paragraphs

energy infrastructure c onstruction

372 unchanged paragraphs

Appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors. As of March 31, 2026 and 2025, the aggregate balance for statutory reserves were $962,302 and $888,085, respectively.

Company's PRC operating subsidiaries are required to make appropriations to certain reserves, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC ("PRC GAAP"). Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity's registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the shareholder of the subsidiaries. As of March 31, 2026 and 2025, the aggregate balance for statutory reserves were $962,302 and $888,085, respectively.

87 unchanged paragraphs

to the Circular on the Implementation of the Positive Policy on Inclusive Tax Relief for Small and Micro Enterprises ( Cai Shui (2019) No. 13), as enacted by Ministry of Finance and State Taxation Administration of the PRC, an enterprise is recognized as a small-scale and low-profit enterprise if all of the followings are met (i) its taxable income does not exceed RMB3 million; (ii) total number of its employees does not exceed 300; and (iii) amount of its total assets does not exceed RMB50 million. A small-scale and low-profit enterprise receives a tax preference including a preferential tax rate of 5% 20% calculated on 25% of its taxable income below RMB1 million and another preferential tax rate of 10% 20% calculated on 50% of its taxable income between RMB1 million and RMB3 million. This policy was originally effective since January 1, 2019 until December 31, 2021. Subsequently, Ministry of Finance and State Taxation Administration of the PRC have made supplements to this policy on March 14, 2022, March 26, 2023 and August 6, 2023, respectively, which have stated that since January 1, 2022, if an entity is identified as a small-scale and low-profit enterprise based on the above rules, it is entitled to a preferential tax rate of 5% on its taxable income, and such tax relief has been extended to December 31, 2027 at the same time. For the year ended March 31, 2026, Wuxi TC-Link, Yancheng TC-Link, Yunnan Dongyuan, Chongqing Dayuan and Guizhou Tianrun are qualified for small and low-profit enterprises with an income tax rate of 5%; For the year ended March 31, 2025, Wuxi TC-Link, Yancheng TC-Link, Yunnan Dongyuan and Chongqing Dayuan are qualified for small and low-profit enterprises with an income tax rate of 5%; For the year ended March 31, 2024, Wuxi TC-Link, Yunnan Dongyuan and Chongqing Dayuan are qualified for small and low-profit enterprises with an income tax rate of 5%.

This policy was originally effective since January 1, 2019 until December 31, 2021. Subsequently, Ministry of Finance and State Taxation Administration of the PRC have made supplements to this policy on March 14, 2022, March 26, 2023 and August 2, 2023, respectively, which have stated that since January 1, 2022, if an entity is identified as a small-scale and low-profit enterprise based on the above rules, it is entitled to a preferential tax rate of 20% calculated on 25% of its taxable income, and such tax relief has been extended to December 31, 2027 at the same time. For the year ended March 31, 2026, Wuxi TC-Link, Yancheng TC-Link, Yunnan Dongyuan, Chongqing Dayuan and Guizhou Tianrun are qualified for small and low-profit enterprises with an income tax rate of 20% calculated on 25% of their taxable incomes; For the year ended March 31, 2025, Wuxi TC-Link, Yancheng TC-Link, Yunnan Dongyuan and Chongqing Dayuan are qualified for small and low-profit enterprises with an income tax rate of 20% calculated on 25% of their taxable incomes; For the year ended March 31, 2024, Wuxi TC-Link, Yunnan Dongyuan and Chongqing Dayuan are qualified for small and low-profit enterprises with an income tax rate of 20% calculated on 25% of their taxable incomes .

46 unchanged paragraphs

On May 18, 2026, the Board of Directors (the "Board") of the

(the "Board") of the Company approved the increase in the size of the Board from five members to seven members. At the same time, the Board appointed Mr. Chi Wing Ma and Yuanjiang Yuanjian Zhang as the new members to serve on the Board. The new members of the Board were appointed to fill the vacancy on the Board created by the increase of the size of the Board.

68 unchanged paragraphs

Exhibits 8 changes

1 unchanged paragraph

Form of Placement Agreement*

Form of Securities Purchase Agreement*

Amended and Restated Memorandum and Articles of Association (incorporate by reference to exhibit 1.1 to the Form 20-F filed with SEC on July 30, 2026) 4.1 Specimen Certificate for Ordinary Shares (incorporated herein by reference to Exhibit 4.1 to the registration statement on Form F-1 (File No. 333-281900), as amended, initially filed with the SEC on September 3, 2024) 4.2 Description of Securities (incorporated herein by reference to Exhibit 2.2 to the annual report on Form 20-F filed with the SEC on July 30, 2026) 5.1 Opinion of Ogier as to the legality of the Ordinary Shares being registered and certain Cayman Islands tax matters* 8.1 Opinion of Jiangsu Qiaobian Law Firm Jingtian & Gongcheng regarding PRC legal matters* 10.1 Employment Agreement by and between Albert Wong and the Company dated February 8, 2025 (incorporated herein by reference to Exhibit 10.1 to the registration statement on Form F-1 (File No. 333-281900), as amended, initially filed with the SEC on September 3, 2024) 10.2 Employment Agreement by and between Chung Leung Cheung and the Company dated February 8, 2025 (incorporated herein by reference to Exhibit 10.2 to the registration statement on Form F-1 (File No. 333-281900), as amended, initially filed with the SEC on September 3, 2024) 10.3 Employment Agreement by and between Lin Tan and the Company dated February 8, 2025 (incorporated herein by reference to Exhibit 10.3 to the registration statement on Form F-1 (File No. 333-281900), as amended, initially filed with the SEC on September 3, 2024) 10.4 Form of Indemnification Agreement by and between the Company and its directors and executive officers (incorporated herein by reference to Exhibit 10.4 to the registration statement on Form F-1 (File No. 333-281900), as amended, initially filed with the SEC on September 3, 2024) 10.5 Form of Director Agreement between the Company and Mr. K. Brice "Rick" Toussaint and Mr. Bin Zhou (incorporated herein by reference to Exhibit 10.1 to the Form 6-K, furnished to the SEC on August 20, 2026) 10.6 Director Agreement by and between the Company and Shiu Wing Joseph Chow dated August 27, 2025 (incorporated herein by reference to Exhibit 4.4 to the annual report on Form 20-F filed with the SEC on July 30, 2026) 10.7 Eastern International Ltd. 2025 Omnibus Equity Plan (incorporated herein by reference to Exhibit 99.1 to the registration statement on Form S-8 filed with the SEC on January 5, 2026) 10.8 Share Transfer Agreement by and between Hangzhou TC-Link Logistics Supply Chain Management Co., Ltd. and Guizhou Minji Construction Engineering Co., Ltd. dated October 22, 2025 (incorporated herein by reference to Exhibit 10.1 to the report on Form 6-K furnished to the SEC on October 27, 2025) 10.9 Supplementary Agreement II to the Lease Agreement by and between Changxi Supply Chain Management (Changshu) Co., Ltd. and Suzhou TC-Link Logistics Co., Ltd (incorporated herein by reference to Exhibit 4.10 to the annual report on Form 20-F filed with the SEC on July 30, 2026) 10.10 Transit Warehouse Storage Service and Equipment Loading/Unloading Agreement by and between Yancheng TC-Link Logistics Co., Ltd. and Jiangsu Xingkai Supply Chain Management Co., Ltd (incorporated herein by reference to Exhibit 4.11 to the annual report on Form 20-F filed with the SEC on July 30, 2026) 10.11 Securities Purchase Agreement by and between Eastern International Ltd. and Albert Wong dated August 27, 2026 (incorporated herein by reference to Exhibit 10.1 to the report on Form 6-K furnished to the SEC on August 28, 2026) 21.1 List of subsidiaries of the Registrant* 23.1 Consent of WWC, P.C.* 23.2 Consent of Ogier (included in Exhibit 5.1)* 23.3 Consent of Jiangsu Qiaobian Law Firm Jingtian & Gongcheng (included in Exhibit 8.1)* 24.1 Power of Attorney (included on the signature page of this Registration Statement) 99.1 Code of Business Conduct and Ethics (incorporated herein by reference to Exhibit 99.1 to the registration statement on Form F-1 (File No. 333-281900), as amended, initially filed with the SEC on September 3, 2024) 99.2 Insider Trading Policy (incorporated herein by reference to Exhibit 19.1 to the annual report on Form 20-F filed with the SEC on July 30, 2026) 99.3 Clawback Policy (incorporated herein by reference to Exhibit 97.1 to the annual report on Form 20-F filed with the SEC on July 30, 2026) Filing Fee Table* * To be Filed by amendment herewith (b) Financial Statement Schedules Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or the notes thereto.

19 unchanged paragraphs

to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Suzhou, on [ ], November 2, 2026.

2 unchanged paragraphs

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

3 unchanged paragraphs

K. Brice "Rick" Toussaint

1 unchanged paragraph

Shiu Wing Joseph Chow

1 unchanged paragraph

to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Eastern International Inc. has signed this registration statement on [ ], November 2, 2026.