F-1/A: Youxin Technology Ltd Files Amendment No. 6 to Form F-1 for Initial Public Offering
Amendment to Registration Statement
Youxin Technology Ltd has filed an amendment to its Form F-1 registration statement for an initial public offering of 2,000,000 Class A ordinary shares, with a concurrent registration for resale of 1,750,000 Class A shares by selling shareholders.
Summary
- Youxin Technology Ltd, a Cayman Islands holding company, is planning an initial public offering (IPO) of 2,000,000 Class A ordinary shares.
- The company is also registering 1,750,000 Class A shares for resale by existing shareholders.
- The expected IPO price is $4.00 per share.
- The company operates its core business through a subsidiary in the Peoples Republic of China (PRC).
- The company is subject to PRC laws and regulations, which may impact its ability to pay dividends and transfer funds.
- The company has submitted the filing materials to the CSRC in connection with this offering pursuant to the Trial Administrative Measures on June 7, 2023 and received a filing notice on February 7, 2024.
- The company is an emerging growth company and a foreign private issuer, which allows for reduced public company reporting requirements.
- The company will be a controlled company under Nasdaq rules, exempting it from certain corporate governance requirements.
- The company faces legal and operational risks associated with operating in Mainland China, including regulatory changes and potential government intervention.
Sentiment
Score: 5
Explanation: The document presents a mixed sentiment. While the company's net losses have decreased, revenues and gross profit have also declined. The company is also subject to regulatory risks associated with operating in Mainland China. The company is also an emerging growth company and a foreign private issuer, allowing for reduced reporting requirements.
Positives
- The company has completed the required filing application procedures for this offering with the CSRC on February 7, 2024.
- The company is an emerging growth company and a foreign private issuer, allowing for reduced reporting requirements.
- The company's net losses decreased from approximately RMB46.58 million ($6.46 million) for the year ended September 30, 2022 to approximately RMB16.53 million ($2.34 million) for the year ended September 30, 2023.
Negatives
- The company operates primarily in Mainland China and is subject to PRC regulations, which may impact its operations and the value of its securities.
- The company's revenues decreased by 30% from RMB8.37 million ($1.28 million) in fiscal year 2022 to RMB6.32 million ($0.90 million) in fiscal year 2023 and its gross profit decreased from RMB4.58 million ($0.70 million) in fiscal year 2022 to RMB3.83 million ($0.54 million) in fiscal year 2023.
Risks
- The company faces legal and operational risks associated with operating in Mainland China, including regulatory changes and potential government intervention.
- There is uncertainty regarding the interpretation and enforcement of PRC laws and regulations.
- The company's ability to transfer cash within its organization may be restricted by PRC laws and regulations.
- The company is dependent on its subsidiary Guangzhou Youxins PaaS platform to provide cloud services.
- The company has a limited operating history, making it difficult to forecast future results of operations.
- The company's independent registered public accounting firms report contains an explanatory paragraph that expresses substantial doubt about the company's ability to continue as a going concern.
Future Outlook
The company anticipates that retailers will increasingly turn to public cloud services to streamline their operations, reduce costs, and enhance their overall performance.
Industry Context
The market for retail public cloud services in China is experiencing rapid growth, but the penetration rate of SaaS and PaaS in the Chinese retail industry remains low, indicating a substantial market opportunity.
Comparison to Industry Standards
- The company competes with companies with internally developed applications, vendors of packaged business software, software companies that provide their product or service free of charge, vendors who offer software tailored to specific services, suppliers of traditional business intelligence and data preparation products, marketing vendors, established and emerging cloud-only vendors and established on-premises vendors with e-commerce solutions, productivity tool and email providers, unified communications providers and consumer application companies that have entered the business software market, traditional platform development environment companies and cloud computing development platform companies.
- The company is one of 38 member companies in the world selected for Tencents Cloud Native Accelerator.
Related Party Transactions
- On October 17, 2022, Baiyan and Jinhou Sun agreed to loan the Company up to $1,456,113 (RMB 10,000,000) to be used for a portion of the expenses of the Proposed Public Offering.
Stakeholder Impact
- The company's operations are subject to PRC laws and regulations, which may impact its ability to pay dividends and transfer funds.
- The company's financial condition and results of operations may be affected by changes in laws and regulations related to the internet or changes in the internet infrastructure itself.
- The company's business may be negatively affected by the potential obligations if it fails to comply with social insurance and housing provident fund related laws and regulations.
Next Steps
- The company intends to use the net proceeds from this offering as follows: (i) approximately 50% for research and development, including the development of our SaaS standard product and further investment in our cloud services, (ii) approximately 30% for general corporate purposes, which may include capital expenditure potential strategic investments and acquisitions, and (iii) approximately 20% for investment in our sales and marketing, including expanding distribution channels for existing and future market.
Key Dates
| Date | Description |
|---|---|
| March 12, 2018 | Guangzhou Youxin Technology Co., Ltd. was founded. |
| June 30, 2020 | Shareholders transferred their shares in Guangxi Yousen Network Technology Co., Ltd. to Guangzhou Youxin. |
| October 21, 2022 | Youxin Technology Ltd was established as an offshore holding company. |
| November 10, 2022 | Youxin Cloud Ltd. was established and is wholly owned by Youxin Technology. |
| November 17, 2022 | Guangzhou Youxin disposed its subsidiary Guangxi Yousen. |
| December 13, 2022 | Youxin Cloud (HK) Limited. was established and is wholly owned by Youxin BVI. |
| February 17, 2023 | Hainan Youxin Mutual Enterprise Management Co., Ltd. was established as a wholly foreign-owned enterprise in the PRC. |
| April 28, 2023 | The former shareholders transferred their 100% ownership interest in Guangzhou Youxin to WFOE. |
| June 7, 2023 | The company submitted the filing materials to the CSRC in connection with this offering pursuant to the Trial Administrative Measures. |
| July 11, 2023 | The CSRC has accepted the filing application documents and has provided its comments. |
| July 25, 2023 | The company has submitted the response to those comments. |
| February 7, 2024 | The company has received from the CSRC a filing notice which indicated that it had completed the required filing application procedures for this offering. |
| February 21, 2024 | Date of the preliminary prospectus. |
Keywords
initial public offering, Class A ordinary shares, resale, selling shareholders, PRC regulations, emerging growth company, foreign private issuer, CSRC filing, SaaS, PaaS, China
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