F-1: Baiya International Files for Resale of 100M Shares

Baiya International Group Inc. has filed a registration statement for the resale of up to 100 million ordinary shares by selling shareholders, with the company potentially receiving up to $20.37 million from related sales.

Summary

• Baiya International Group Inc. (BIYA) is a Cayman Islands offshore holding company that conducts all its operations in China through a Variable Interest Entity (VIE), Shenzhen Gongwuyuan Network Technology Co., Ltd. (Gongwuyuan), and its subsidiaries.
• The filing is a registration statement (Form F-1) for the resale of up to 100,000,000 Class A Ordinary Shares by two selling shareholders: Victoria Harbour International Capital Management Limited and Yatian Investment Limited.
• The company will not receive any proceeds from the *resale* of these shares by the selling shareholders.
• However, the company *may* receive up to an aggregate of $20,370,000 in gross proceeds from sales of its Ordinary Shares to the Selling Shareholders under Standby Equity Subscription Agreements dated November 5, 2025.
• These sales to selling shareholders will occur at the company's discretion over a 36-month period, at a subscription price equal to the lesser of (i) 70% of the average closing price during a three-day pricing period or (ii) $0.2037 per share.
• The Ordinary Shares have been traded on the Nasdaq Capital Market under the symbol BIYA since the initial public offering on March 21, 2025.
• On December 26, 2025, the closing price of Ordinary Shares was $0.1660 per share.
• The company's business, conducted through Gongwuyuan, focuses on job matching, entrusted recruitment, project outsourcing, and labor dispatching services in China's flexible employment market.
• Gongwuyuan Platform, launched in November 2019, provides cloud-based internet platform for crowdsourcing recruitment and SaaS-enabled HR solutions, including Yun Dan Bao payment assurance, intelligent HR management, electronic contracts, and payroll services.
• As of June 30, 2025, the company reported actual cash and cash equivalents of $909,699 and total shareholders' equity of $22,412,549.
• Pro forma adjusted cash, assuming full issuance of 100 million shares under the subscription agreements, would be $21,279,699, and total shareholders' equity would be $44,806,549.
• The number of Ordinary Shares outstanding as of November 30, 2025, was 29,644,605. The potential issuance of 100,000,000 additional shares represents approximately 357.64% dilution to the shares outstanding prior to this offering.
• The company is classified as an 'emerging growth company' and a 'foreign private issuer,' which allows for reduced reporting requirements and exemptions from certain Nasdaq corporate governance rules.
• The company completed CSRC filing procedures for its initial public offering on June 27, 2024, with the completion posted on June 28, 2024.
• Kreit & Chiu CPA LLP was dismissed as independent auditors on August 1, 2025, and Onestop Assurance PAC (Singapore-based, PCAOB inspected) was engaged.

Sentiment

Score: 3

Explanation: The filing highlights extensive operational and regulatory risks associated with the company's VIE structure and its operations in China, including potential government intervention, legal uncertainties, and compliance challenges. The significant potential dilution from the issuance of 100 million shares, coupled with the high-risk environment, heavily outweighs the potential capital infusion, leading to a low sentiment score.

Positives

• The company has the potential to receive up to $20.37 million in gross proceeds from sales of its Ordinary Shares to the selling shareholders, which can be used for general corporate purposes.
• Gongwuyuan Platform offers innovative features such as Yun Dan Bao payment assurance, intelligent HR management, electronic contracts, and payroll services, enhancing user experience and efficiency.
• The company boasts significant resources, including 8,182 registered company clients, cooperation plans with over 230 vocational and technical colleges, 25+ subsidiaries/branches, and over 10,000 HR online communities.
• A stated service standard guarantee of 3-7-15 days for fulfilling employment needs (3 days in-city, 7 days in-province, 15 days across provinces) provides a competitive advantage.
• Gongwuyuan is positioned as the first recruitment crowdsourcing platform to offer a payment assurance feature to both employing companies and workers.
• The company holds 28 software copyright registrations, 1 registered patent, and 7 trademark registrations in the PRC, protecting its intellectual property.
• Strategic expansion plans include developing information technology services, creating online platforms to link schools and enterprises, and providing online vocational skills training programs for blue-collar workers.

Negatives

• The potential issuance of up to 100,000,000 new Ordinary Shares to selling shareholders represents significant dilution (approximately 357.64%) to existing shareholders.
• The company will not receive any proceeds from the *resale* of shares by the selling shareholders, only from direct sales to them under the subscription agreements.
• The Variable Interest Entity (VIE) structure in China introduces substantial risks, including potential non-compliance with PRC laws, government intervention, and the possibility of severe penalties or invalidation of contractual arrangements, which could render shares worthless.
• Uncertainties exist regarding the interpretation and implementation of new PRC laws and regulations (e.g., Foreign Investment Law, Data Security Law, Cybersecurity Review Measures), which could materially impact the VIE structure and data transfer operations.
• There is a risk of losing control over VIE assets if Gongwuyuan declares bankruptcy or its assets become subject to third-party liens.
• Exercising the option to acquire equity ownership in Gongwuyuan may be subject to PRC foreign ownership restrictions and substantial costs, including potential tax adjustments.
• The company has a limited operating history in the flexible employment industry, making future growth and profitability difficult to predict.
• Vulnerability to errors, disruptions, or security breaches in the Gongwuyuan platform and IT infrastructure could harm reputation and business operations.
• Reliance on third-party companies for business operations exposes the company to risks of disruption, increased costs, and reputational damage.
• The company faces potential legal liability from employers and workers regarding recruitment processes and outsourcing arrangements.
• Seasonal variations in demand for blue-collar workers and HR services lead to material fluctuations in revenue streams, affecting predictability.
• Some PRC operating companies failed to complete tax registration and tax declaration on time, and some subsidiaries provided services without proper licenses or filings, risking fines and penalties.
• The company has outstanding loans guaranteed by related parties, and some related party debts remain in the execution stage or were assumed by a related party.
• As a foreign private issuer, the company follows Cayman Islands corporate governance practices, which may afford less protection to shareholders compared to U.S. domestic issuers.
• There is a risk of being classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, leading to adverse tax consequences for U.S. shareholders.

Risks

• PRC government intervention or influence on operations, potentially causing material changes or rendering securities worthless, especially given recent statements indicating increased oversight on overseas listings and foreign investment in China-based issuers.
• Uncertainty in the actual number of Ordinary Shares the company will sell under the Subscription Agreements to the Selling Shareholders, or the actual gross proceeds resulting from those sales.
• Significant dilution to existing shareholders from the sale and issuance of up to 100,000,000 Ordinary Shares to the Selling Shareholders.
• The resale by Selling Shareholders of a significant number of shares, or the perception of such sales, could cause the market price of Ordinary Shares to decline and be highly volatile.
• Investors who buy shares from the Selling Shareholders at different times will likely pay different prices and may experience different levels of dilution.
• Management has broad discretion over the use of net proceeds from sales to Selling Shareholders, and these proceeds may not be invested successfully or enhance results.
• If the company ceases to qualify as a foreign private issuer, it would become subject to Nasdaq Listing Rule 5635(d), requiring shareholder approval for certain share issuances.
• Operating in the emerging, dynamic, and competitive flexible employment industry in China makes it difficult to evaluate future prospects, and current/future strategies may not generate sustainable profit.
• The company has a limited operating history and is subject to risks encountered by development-stage companies, with no assurance of maintaining historical growth rates.
• Any errors in or disruption to the Gongwuyuan platform and its technology infrastructure could materially affect the ability to maintain satisfactory performance and deliver consistent services.
• Reliance on cooperation with third-party companies for aspects of the business could result in disruption, increased costs, and reputation risks.
• Customers may object to and claim compensation for outsourcing arrangements carried out by the PRC operating companies, potentially harming business and financial conditions.
• Seasonal variations in demand for blue-collar workers and human resource services cause material fluctuations in revenue streams, affecting quarterly predictability.
• Dependence on Internet service providers and vulnerability to failures of the Internet and telecommunications networks in China.
• Failure to maintain an effective system of internal controls over financial reporting could lead to inaccurate financial reporting or fraud.
• Risk of being taxed or imposed a penalty under PRC Announcement 7 for indirect asset transfers by non-PRC resident enterprises.
• The PRC government may find that the Contractual Arrangements (VIE structure) do not comply with applicable PRC Laws, or if laws/interpretations change, the company could face severe penalties or be forced to relinquish interests.
• The Contractual Arrangements may not be as effective as direct ownership in providing control over Gongwuyuan, and VIE shareholders could breach obligations.
• Loss of ability to use and enjoy assets held by Gongwuyuan if it declares bankruptcy or becomes subject to dissolution/liquidation proceedings.
• Uncertainties exist with respect to the interpretation and implementation of the newly enacted Foreign Investment Law and its impact on the corporate structure.
• Adverse changes in economic and political policies of the PRC government could have a material adverse effect on overall economic growth in China and the company's business.
• Uncertainties with the PRC legal system, including enforcement of laws and sudden changes, could adversely affect the company and limit legal protections.
• PRC operating entities may be liable for improper collection, use, or appropriation of personal information provided by customers and users.
• Reliance on dividends and other distributions from the PRC subsidiary to fund cash and financing requirements, with limitations on the subsidiary's ability to make payments.
• Failure to obtain or renew relevant requisite licenses, permits, authorizations, approvals, or certificates from PRC government authorities related to business operations.
• Difficulty in effecting service of process upon directors or officers residing in mainland China or enforcing non-mainland China court judgments against them.
• Ordinary Shares may be prohibited from trading on a U.S. exchange under the Holding Foreign Companies Accountable Act (HFCA Act) if the PCAOB is unable to inspect auditors for two consecutive years (though current auditor is inspected).
• The Ordinary Share price may change significantly regardless of operating performance due to market volatility and other factors.
• As an exempted company incorporated in the Cayman Islands, the company follows home country corporate governance practices that differ from Nasdaq requirements, potentially affording less protection to shareholders.
• Risk of losing foreign private issuer status in the future, resulting in significant additional costs and expenses.
• Risk of being classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, leading to significant adverse U.S. income tax consequences for U.S. Selling Shareholders.
• Increased costs and additional rules and regulations as a public company, including compliance with Sarbanes-Oxley Act Section 404.
• PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject PRC resident beneficial owners or the PRC subsidiary to liability or penalties.
• If classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to the company and its non-PRC shareholders.
• Failure to comply with relevant regulations regarding VIEs' leased premises may cause interruptions to business operations.

Future Outlook

The company intends to expand its business coverage to include information technology services, online platforms to link schools and enterprises, and online training programs for workers. It plans to continue investing in and improving its Gongwuyuan Platform, developing digitalization and SaaS services for HR, and providing big data analysis for enterprise users. The company does not anticipate paying cash dividends in the foreseeable future, intending to reinvest earnings to finance business expansion.

Management Comments

• Management believes that the further development and adoption of the Gongwuyuan Platform will strengthen business growth in primary service areas.
• Management intends to provide a variety of other HR management and post-employment services through the Gongwuyuan Platform, including intelligent HR management, payroll and advances services, electronic contracts, electronic pay slips, direct deposit services, and worker training programs.
• Management believes its resources will allow it to achieve a service standard guarantee of 3-7-15 days for fulfilling employment needs, assuring customers of efficient service delivery.
• Management highlights Gongwuyuan as the first recruitment crowdsourcing platform to provide a payment assurance feature to employing companies and workers.
• Management believes Gongwuyuan's innovative platform will significantly improve customer experience by increasing efficiency and transparency for job matching in the flexible employment market.
• Management anticipates that strategic cooperation with vocational colleges to provide targeted vocational skills, combined with continued demand for vocational education, will become a new growth point for the business.

Industry Context

The company operates in China's rapidly evolving flexible employment industry, characterized by dynamic business models and technological advancements. It faces significant competition from both traditional recruitment firms (e.g., ManpowerGroup, Career International) and platform-based HR service providers (e.g., Dianmi Network Technology, Joyowo). The industry is subject to an uncertain and developing regulatory framework in China, particularly concerning foreign investment, data security, and anti-monopoly measures. The company aims to leverage its platform to standardize employment processes and HR management for blue-collar workers, aligning with broader trends towards digitalization in human resources.

Comparison to Industry Standards

• The company competes with traditional integrated service providers such as ManpowerGroup, Renrui Human Resources, Career International, and FSG.
• It also competes with platform-based human resource service providers like Dianmi Network Technology and Joyowo, as well as other crowdsourcing recruitment and HR management service providers.
• The company claims to be the first recruitment crowdsourcing platform to provide a payment assurance feature (Yun Dan Bao) to employing companies and workers, suggesting a unique offering in the market.
• The company aims to achieve a service standard guarantee of 3-7-15 days for fulfilling employment needs, which it presents as a competitive advantage in efficiency.

Management Changes

Corporate Governance

Legal Proceedings

• Gongwuyuan applied for arbitration on June 8, 2021, in a loan dispute against Guangdong Jingcheng Education Technology Co., Ltd and Wu Dengtao, resulting in an award in favor of Gongwuyuan on April 15, 2022, for RMB 300,000 principal, legal interests, and RMB 16,991 arbitration fee. Enforcement is ongoing, and payment has not yet been collected.
• A civil mediation settlement agreement was judicially confirmed on September 27, 2023, for RMB 750,000 service fees owed by Dongguan Gongwuyuan Yifang Talent Service Co., Ltd. and Gongwuyuan to Dongguan Huidian Xinxi Jishu Co., Ltd. After an initial payment and debt assignment, the remaining RMB 409,451 was performed by court execution on November 6, 2024, with no outstanding debt.
• A civil mediation settlement agreement was judicially confirmed on September 28, 2023, for RMB 350,000 service fees owed by Zhongshan Jushangyue to Dongguan Huidian Xinxi Jishu Co., Ltd. After an initial payment and debt assignment, RMB 252,187 has been paid, and the remaining payment is currently in the execution stage.
• Dongguan Gongwuyuan Yifang Talent Service Co., Ltd. filed a lawsuit on June 25, 2024, in a contract dispute against Beijing Fengqi Tianxia Network Technology Co., Ltd. et al. The court ordered defendants to pay RMB 569,166.67 principal, interest, penalty interest, liquidated damages, and RMB 10,000 attorney's fees. Enforcement proceedings were terminated in 2025, entering a long-term supervision phase.
• In a labor dispute case of Huang Kuncheng v. Zhongshan Jushangyue Freight Forwarding Service Co., Ltd., a Civil Judgment was issued on July 8, 2025, ordering the defendant to pay RMB 17,880 economic compensation, RMB 92,858 double-wage penalty, and RMB 2,400 high-temperature subsidies. The claim was settled in full for RMB 113,138 in September 2025.

Related Party Transactions

• As of December 31, 2024, the company had $40,549 due from related parties, primarily Mr. Daoning Xia (founder of the VIE), Ms. Guoping Xia (sister of Mr. Xia), and their affiliated entities. This amount was $2,811,786 as of December 31, 2023.
• On November 21, 2024, a debt settlement agreement was executed, offsetting $1,812,949 (RMB 13,233,259) of receivables from related parties with an equivalent amount of payables. The remaining debt of $525,737 (RMB 3,837,514) was assumed by Ms. Xia.
• As of December 31, 2024, the company had $170,855 due to related parties, representing funds provided by companies controlled by Mr. Zhang, Mr. Xia, and Mr. Xiaojun Wang for working capital and expense reimbursements. None of these balances have been repaid as of the prospectus date.
• The company provided entrustment recruitment services to a related party company controlled by Mr. Xia, generating $0 revenue in 2024, $181,408 in 2023, and $135,029 in 2022.
• The company entered into operating lease agreements with companies controlled by Mr. Xia, incurring $0 rental expenses in 2024, $143,832 in 2023, and $158,063 in 2022.
• Dongguan Massachusetts Industrial Park Investment Co., Ltd., controlled by Ms. Xia, provided rent-free office space to the company from July 1, 2024, to December 31, 2025.
• Several bank loans are guaranteed by related parties, including Peng Yao (legal representative of Yifang) and Xingbo Wang (legal representative of Gongwuyuan).

Stakeholder Impact

• **Shareholders**: Face significant dilution risk from the potential issuance of 100 million new shares. Their investment is subject to high volatility and substantial regulatory risks associated with the VIE structure and Chinese operations. Shareholder rights may be less protected under Cayman Islands law compared to U.S. law.
• **Employees**: The company's PRC operating entities are subject to stringent PRC labor laws and regulations, which could lead to increased labor costs or liabilities if not fully compliant. The company has experienced labor disputes in the past.
• **Customers/Users**: Benefit from the innovative Gongwuyuan Platform and its HR SaaS solutions, but are exposed to risks related to IT system disruptions, data security breaches, and potential legal liabilities arising from recruitment and outsourcing services.
• **Suppliers/Partners**: The company's reliance on third-party companies for aspects of its business introduces risks of disruption and increased costs, potentially affecting supplier relationships.
• **Creditors**: Bank loans are guaranteed by related parties, which could influence the risk profile for lenders. The company has outstanding payables to related parties.

Next Steps

• The company will use any proceeds received from sales to selling shareholders for general corporate purposes.
• The company plans to expand its business coverage to include information technology services, online platforms to link schools and enterprises, and online training programs for workers.
• The company will continue to invest in and improve its Gongwuyuan Platform, integrating digital technologies like crowdsourcing, big data, and artificial intelligence.
• The company intends to develop and expand its products in digitalization and SaaS services for human resources, including advanced HR SaaS products and big data analysis for enterprise users.
• The company will continue development of its information technology services for the Gongwuyuan Platform, including proposed aftermarket services, supply chain, and financial services, to build a comprehensive HR services ecosystem.
• The company will continue to monitor for updates of applicable PRC anti-monopoly laws and regulations.
• The company will file a current report on Form 6-K disclosing the execution of the Standby Equity Subscription Agreement.
• The company is expected to first include a management report on its internal controls over financial reporting in its annual report for the fiscal year ending December 31, 2025, to comply with Section 404 of the Sarbanes-Oxley Act.

Key Dates

Recommendation

The filing reveals a highly speculative investment due to pervasive and significant risks. The company's reliance on a Variable Interest Entity (VIE) structure in China exposes it to substantial regulatory uncertainty, including potential government intervention, legal challenges to the VIE's validity, and data security concerns, which could severely impact operations or render shares worthless. The proposed resale of up to 100 million shares by selling shareholders, coupled with the company's potential issuance of these shares, represents an extreme level of dilution (over 350% of current outstanding shares). While the company may receive some capital from these sales, the dilution and the inherent risks of operating under the current geopolitical and regulatory climate in China make the investment highly unfavorable. The current low share price of $0.1660 already reflects significant market skepticism. A seasoned investor would likely avoid or sell this stock given the high risk, lack of direct equity control over core operations, and severe dilution prospects.

Keywords

Baiya International Group, SEC Filing, F-1, Resale, Ordinary Shares, Standby Equity Subscription Agreement, VIE Structure, China Operations, Flexible Employment, HR Technology, Gongwuyuan Platform, Nasdaq, Dilution, Regulatory Risk, PRC Laws, Cybersecurity, Data Privacy, Capital Raise, Financial Reporting, Corporate Governance