Note: This is an IPO of shares offered by YUKAI Health Group Ltd., a Cayman Islands-incorporated holding company. Our ordinary shares offered in this prospectus are shares of our Cayman Islands holding company, which has no material operations of its own and conducts substantially all of its operations through the subsidiaries established in the People’s Republic of China.

In addition, as substantially all of our operations are conducted through our subsidiaries in China, we are subject to legal and operational risks associated with China, including risks related to the legal, political and economic policies of the Chinese government, the relations between China and the United States, and any Chinese or United States regulations, which risks could result in a material change in our operations and/or cause the value of our ordinary shares to significantly decline or become worthless and affect our ability to offer or continue to offer securities to investors. **Please see “Risk Factors” in the prospectus.

We are not a Chinese operating company, but rather an exempted company with limited liability incorporated in the Cayman Islands on Oct. 19, 2021. We are a holding company that has no operations ourselves. We operate through our two subsidiaries in China:

• Fujian Yukai, our WFOE, and
• Fuzhou Yukai. Fujian Yukai, currently with no business operations, is our wholly foreign-owned subsidiary formed on Dec. 29, 2021, in Fuzhou city, Fujian province. Our WFOE holds 100% of the equity interests in Fuzhou Yukai, which entity was formed on Sept. 28, 2005, in Fuzhou city, Fujian province. As of the date of this prospectus, substantially all of our business is conducted by Fuzhou Yukai.

Fuzhou Yukai used to sell medical equipment and serve as distributors for many medical device manufacturers in Fujian province, such as Toshiba, RadioMeter, and GE Healthcare China. In 2016, Fuzhou Yukai’s management decided to adjust its development strategy, taking advantage of its medical equipment selling experience, and entered the outsourced medical equipment maintenance market.

We believe we are an expert in managing and maintaining mission-critical, regulated, reusable medical devices. Through Fuzhou Yukai, we offer healthcare providers comprehensive medical equipment services that are designed to reduce capital and operating expenses, optimize medical equipment utilization, reduce waste, enhance staff productivity and bolster patient safety. Our outsourcing services include maintenance and the provision of spare equipment during maintenance. We generally maintain all of our customers’ medical equipment, including life-supporting medical devices, diagnostic equipment, basic treatment equipment, and supporting equipment, in accordance with relevant contract terms.

During the fiscal years ended Dec. 31, 2021, and 2020, our revenues were $9,650,305 and $8,094,290 respectively, and net income was $935,824 and $7,743, respectively.

Our customer base includes 1) hospital customers and 2) business partner customers. We obtain our hospital customers through the public bidding process. We enter into contracts directly with our hospital customers after winning the bids. In addition to bidding, we also win business by cooperating with our business partners. Such cooperation with our business partners includes two different models: a) a joint bidding model, and b) a subcontract model. In the joint bidding model, we submit bidding documents together with our business partner. After winning the bids, we, our business partner, and the hospital will enter into a tripartite agreement which, among other things, will stipulate that the hospital will pay the business partner directly. We and the business partner will also enter into a separate agreement which, among other things, will provide that we receive payment from our business partner. The subcontract model works in two steps: first, our business partners obtain hospital customers through the bidding process or their sales teams; and second, after business partners win contracts from hospital customers, they then subcontract the projects to us. In these cooperation models, we provide maintenance services to the hospitals and receive compensation from our business partners.

(Note: YUKAI Health Group Ltd. filed an F-1/A dated Dec. 2, 2022, for its IPO and disclosed the proposed stock symbol “YKAI” for its NASDAQ listing. YUKAI Health Group Ltd. filed to go public with an F-1 dated July 1, 2022.)