這 是根據美國證券交易委員會提交的機密草案
2012年8月《快速啓動我們的商業初創法案》第106（a）條 2024年13月13日，尚未公開提交
根據1933年證券法，作爲 修改了。

登記 號

聯合 國
證券交易委員會
華盛頓特區20549

形式 F-1
登記聲明
下
1933年證券法

頂部 財富集團控股有限公司
(註冊人的確切姓名載於其章程)

單位 香港廣場7樓714和715
幹諾道西188號
香港
電話：+852 3615 8567
(註冊人主要執行辦公室的地址，包括郵政編碼和電話號碼，包括區號)

C/O Cogency Global Inc.
122東42^nd 街，18^這是 地板
紐約州紐約州10168
+1（800）221-0102
(服務代理商的名稱、地址，包括郵政編碼和電話號碼，包括區號)

與 a複製至：

威廉 S.羅森施塔特先生
葉夢伊「傑森」，Esq.
亞羅納湖是的，先生。
Ortoli Rosenstadt LLP
麥迪遜大道366號，3^研發 地板
紐約州紐約州10017
+1（212）588-0022

近似 開始向公衆出售的日期： 在本登記聲明生效日期後，在切實可行的範圍內儘快辦理。

如果 根據第415條，在本表格上登記的任何證券均應延遲或連續發售 1933年證券法，勾選以下方框。☐

如果 提交本表格是爲了根據《證券法》第462（b）條登記發行的額外證券，請檢查以下內容 方框並列出同一發行的早期有效登記聲明的證券法登記聲明編號。 ☐

如果 本表格是根據《證券法》第462（c）條提交的生效後修正案，勾選以下方框並列出 同一發行的早期有效登記聲明的證券法登記聲明編號。☐

如果 本表格是根據《證券法》第462（d）條提交的生效後修正案，勾選以下方框並列出 同一發行的早期有效登記聲明的證券法登記聲明編號。☐

指示 勾選註冊人是否是1933年《證券法》第405條定義的新興成長型公司。

新興 成長型公司收件箱

如果 一家根據美國公認會計原則編制財務報表的新興成長型公司，通過勾選標記表明註冊人是否 已選擇不利用延長的過渡期來遵守根據規定提供的任何新的或修訂的財務會計準則 根據《證券法》第7（a）（2）（B）條。☐

這個 註冊人特此在可能需要的日期修改本註冊聲明，以將其生效日期推遲到 登記人應提交進一步的修正案，明確規定本登記聲明此後生效 根據經修訂的1933年《證券法》第8(A)節，或在登記聲明生效之前 在證券交易委員會根據該第8(A)條行事而決定的日期。

這些信息 本招股說明書中的內容並不完整，可能會更改。我們不能出售這些證券，直到註冊聲明提交給 美國證券交易委員會是有效的。本招股說明書不是出售這些證券的要約，也不是在徵求要約 在任何不允許要約或出售的司法管轄區購買這些證券。

頂峯財富集團控股有限公司

最多27,000,000股普通股

我們正在盡最大努力提供高達27，000，000份的自營產品 普通 Top Wealth Group Holding Limited（「Top Wealth」， 「公司」「我們」、「我們的」、「我們」）根據本招股說明書直接選擇投資者 以及隨附的招股說明書，在發行期間以每股[*]美元的固定發行價格進行。

我們的股價波動較大。2024年[*]之前6個月內， 我們的普通股的交易價格爲[*]美元，最高爲[*]美元。自2024年4月16日公司宣佈關閉之日起 截至2024年[*]首次公開募股，我們的普通股的交易價格較低爲[*]美元，較高爲[*]美元。出現 我們的財務狀況或經營業績最近沒有與我們股價最近變化一致的變化。我們 普通股在納斯達克資本市場上市，代碼爲「TWG」。2024年[*]最後一次報告銷售價格 我們在納斯達克資本市場上的普通股爲每股[*]美元。本招股說明書中使用的近期市場價格可能不會 指示實際發行價格。

截至本招股說明書日期，有 29，000，000股已發行和發行的普通股，每股面值0.0001美元。所有擁有普通股的股東 股票擁有相同的投票權。本次發行完成後，我們的已發行和發行股份將由56，000，000股組成 普通股假設本次發行中發行了所有27，000，000股普通股。

因爲沒有最低發行額要求 作爲結束此次發行的條件，我們出售的普通股可能少於在此發行的所有普通股，這可能會顯著減少 我們收到的收益金額，如果我們沒有出售任何金額，本次發行的投資者將不會收到退款 足以實現本招股說明書中概述的業務目標的普通股。因爲沒有最低發行額，投資者 他們可能已經投資了我們的公司，但由於缺乏興趣，我們無法實現我們的目標 在這個祭品中。此外，我們出售普通股的任何收益將可供我們立即使用，儘管存在不確定性。 關於我們是否能夠使用這些資金來有效地實施我們的商業計劃。見本招股說明書中的「風險因素」。 以獲取更多信息。出售本次發行普通股所得款項將存入一項獨立的非利息項目。 由我們的託管代理建立的銀行帳戶(僅限於代表我們收到的資金)。我們打算完成這件事的一個結案 提供，但可以承擔一個或多個滾動基礎上的結束。因此，託管的投資者資金將被釋放 在任何時候由我們自行決定，而不考慮應付任何特定的意外情況。任何這樣的資金，託管代理 收據應代管，直至適用的發行結束，然後用於完成證券購買，或退還 如果此次發行未能完成。本次發售將於本登記聲明生效90天后終止。 所有普通股的發行截止日期(S)尚未結束，不得延期。

這是一項自營產品。參見“計劃 有關該等安排的更多信息，請參閱本招股說明書第113頁開始的「分配」。任何所得款項 我們出售的普通股將可供我們立即使用，儘管我們是否會不確定 能夠使用這些資金有效實施我們的業務計劃。有關更多信息，請參閱第53頁的「收益使用」 信息.

投資我們的普通股涉及一項 高風險，包括損失全部投資的風險。請參閱“風險因素“從第14頁開始 了解您在購買我們的普通股前應考慮的因素。

頂峯財富集團控股有限公司並非 中國大陸或香港營運公司，但在開曼群島註冊成立的控股公司。作爲一家沒有實質性業務的控股公司， 拓富集團控股有限公司透過其附屬公司拓富集團(國際)在香港進行所有業務。 (「營運附屬公司」)，該公司於香港註冊成立。投資者被告誡，你不是在買入 一家總部位於香港的運營公司的股票，而不是購買一家開曼群島控股公司的股票，該公司正在進行運營 由總部設在香港的子公司提供。這種結構給投資者帶來了獨特的風險，中國監管機構可以 不允許這種結構，這可能會導致我們的運營發生重大變化和/或我們的 普通股，包括此類事件可能導致此類證券的價值大幅縮水或變得一文不值。此外， 股東可能會面臨根據美國證券法針對我們的董事和高級管理人員執行他們的合法權利的困難 他們位於美國以外的地方。

我們將面臨與以下各項相關的某些法律和運營風險 在中國香港特別行政區擁有所有業務，以及與擁有客戶相關的風險 是內地中國個人或股東或董事由內地中國人士擔任的公司。我們也是臣民 考慮到中國政府或香港當局未來可能在這方面採取的任何行動的不確定性風險。這樣的風險 可能包括中國政府的法律，政治和經濟政策的變化，中國和美國的關係 美國、中國或美國的法規可能對我們的業務、財務狀況、業績產生實質性和不利的影響 經營情況和普通股的市價。任何此類變化都可能顯著限制或完全阻礙我們 向投資者提供或繼續提供證券，可能會導致所提供證券的價值大幅縮水或變得一文不值。 管理我們目前業務運作的中國法律法規有時是模糊和不確定的。最近，中國政府發起了 中國在幾乎沒有提前通知的情況下，採取了一系列監管行動和表態，以規範企業經營，包括破解 嚴厲打擊證券市場違法違規行爲，採取新措施擴大網絡安全審查範圍，擴大 在反壟斷執法方面的努力。由於這些聲明和監管行動是新的，很難確定立法將在多長時間內完成 或行政法規制定機構將作出回應，以及現有或新的法律、法規或詳細實施和解釋 是否會修改或頒佈(如有)，以及該等修改或新的法律和法規將對日常業務產生的潛在影響 我們香港子公司的運營情況。如果中國政府選擇對以下行爲行使重大監督和自由裁量權 我們的業務，或者如果我們或運營子公司受到中國法律法規的約束，我們可能會招致重大損失 成本以確保合規，而我們或運營子公司可能會被罰款、證券貶值或退市， 不再被允許向外國投資者進行發行，和/或不再被允許繼續目前的業務運營 指揮。請參閱「風險因素-在我們開展業務的司法管轄區內開展業務的相關風險」 第14頁。

我們是一家「新興成長型公司」 和「外國私人發行人」，根據適用的美國聯邦證券法，因此有資格減少公開發行 公司報告要求。請閱讀第7頁開始的「新興成長型公司狀況」和「外國私人公司」 發行人狀態“，從第8頁開始，了解更多信息。

我們的普通股可能被禁止在全國交易所交易。 或《外國公司問責法》(以下簡稱《HFCAA》)下的「場外」市場，如果公衆 公司會計監督委員會(「PCAOB」)認爲，它無法檢查或全面調查我們的核數師和 因此，交易我們證券的交易所可能會將我們的證券除牌。此外，2021年6月22日，美國參議院通過了 2022年12月29日簽署成爲法律的《加速追究外國公司責任法案》(AHFCAA)， 修改HFCAA並要求美國證券交易委員會禁止發行人的證券在任何美國證券交易所交易，如果其核數師 不接受PCAOB連續兩年而不是連續三年的檢查。根據HFCAA，PCAOB發佈了 2021年12月16日的一份確定報告，該報告發現PCAOB無法完全檢查或調查某些指定的名稱 註冊會計師事務所，總部設在內地、中國和香港。

我們的核數師OneStop AsInsurance PAC，獨立註冊公衆 發佈截至2023年12月31日和2022年12月31日的財年審計報告的會計師事務所目前正在接受PCAOB的檢查 而且PCAOB能夠檢查我們的核數師。總部設在新加坡的一站式保險PAC已接受PCAOB的檢查 定期的。我們的核數師總部不在內地中國或香港，在本報告中沒有被列爲確定的審計對象 對於PCAOB的決心。因此，我們認爲，截至本招股說明書之日，我們的核數師不受PCAOB的約束 決定。儘管如上所述，未來，如果中國監管機構進行任何監管改革或採取的步驟 不允許一站式保險公司向PCAOB提供位於中國或香港的審計文件，以供檢查或調查， 或者PACOB擴大認定範圍，使我們受制於HFCAA，如有可能修正，您可能會被剝奪 這種檢查有何好處，可能會限制或限制我們進入美國資本市場和進行交易 我們的證券，包括國家交易所的交易。見「招股說明書摘要--外國控股的影響」 本招股說明書第12頁的《公司責任法案》(以下簡稱《HFCAA》)和《風險因素-相關風險》 對我們的普通股-[*]“載於本招股說明書第43頁。我們不能向您保證納斯達克或其他監管機構 當局將對我們應用額外或更嚴格的標準。這種不確定性可能會導致我們普通股的市場價格 受到實質性和不利的影響。

臺灣開曼群島的法律允許開曼群島 開曼群島通過貸款或出資向TW BVI提供資金，不受資金數額的限制。 根據英屬維爾京群島的相關法律，TW BVI可以不受限制地通過股息分配向TW HK提供資金 關於資金的數額。從英屬維爾京群島向香港轉移股息沒有任何限制。作爲控股公司，TW開曼群島 可能依賴於其子公司支付的股息和其他股權分配，以滿足其現金和融資需求。截至 於本招股說明書日期，TW開曼及其附屬公司並無任何計劃分配收益或於 可預見的未來。在截至2023年12月31日和2022年12月31日的財政年度內，到目前爲止還沒有分紅或分配 我們的子公司。

美國證券交易委員會都沒有 任何國家證券委員會或任何其他監管機構均未批准或不批准這些證券，也未確定這是否 招股說明書真實或完整。任何相反的陳述都是刑事犯罪。

我們將交付正在發行的普通股 在收盤並收到用於購買根據 這份招股說明書。對於普通股，我們預計將以美元付款交付此類證券 收盤時在紐約出售，紐約於2024年[*]左右。

本招股說明書日期爲 ，2024年。

目錄

你應該只依賴所包含的信息 在本招股說明書和我們通過引用併入本招股說明書的文件中。我們沒有授權任何人爲您提供 不同的信息。我們對任何其他信息的可靠性不承擔任何責任，也不能提供任何保證。 其他人可能會給你。我們不會在任何司法管轄區內提出出售證券的要約，在任何司法管轄區內，證券的要約或出售不是 允許的。本招股說明書中包含的信息或通過引用併入本招股說明書的信息僅在各自的 這些信息的日期，無論本招股說明書的交付時間，或本招股說明書項下的任何出售或要約出售的時間。你應該 不能假定本招股說明書中的信息在除本 招股書。自那以後，我們的業務、財務狀況、經營結果和前景可能發生了變化。

在本招股說明書包含所指文件的摘要的範圍內 在此，請參閱實際文檔以獲取完整信息。所有摘要都通過以下方式完整限定 實際的文件。這裏提到的一些文件的副本已經歸檔、將歸檔或將通過引用併入 作爲註冊說明書的證物，而本招股章程是註冊說明書的一部分，你可以獲得上述文件的副本 在下面標題爲「在哪裏可以找到更多信息」的部分。

關於這份招股說明書

這份招股說明書是我們向 美國證券交易委員會。我們沒有授權任何人提供本招股說明書中包含的以外的任何信息或作出任何陳述 或由吾等或以吾等名義擬備的任何免費書面招股章程，或吾等向閣下提交的任何免費書面招股章程。我們對此不承擔任何責任， 不能對其他人提供給您的任何其他信息的可靠性提供保證。這份招股說明書是一份出售要約 僅限於在此提供的股份，但僅限於在合法的情況下和在司法管轄區內。我們不是在出價 在不允許要約或出售的任何司法管轄區或在作出要約或出售的人所在的任何司法管轄區出售這些證券 沒有資格這樣做，也沒有資格向不允許向其提出此類要約或出售的任何人出售。本招股說明書所載資料 只在招股說明書封面上的日期有效。您不應假設本招股說明書中包含的信息， 任何以引用方式併入的招股說明書或文件在其各自的日期以外的任何日期都是準確的，無論 本招股說明書或任何出售本公司普通股的時間。我們的業務、財務狀況、經營結果 自那一天以來，前景可能已經發生了變化。

我們的財務報表是根據 美國GAAP。我們的歷史結果並不一定表明我們對未來任何時期的預期結果。

本招股說明書可隨時補充 及時添加、更新或更改本招股說明書中的信息。本招股說明書中包含的任何聲明將被視爲已修改 就本招股說明書而言，或被取代，只要招股說明書補充內容中包含的聲明修改或取代 這樣的聲明。任何如此修改的陳述只有經過如此修改後才被視爲構成本招股說明書的一部分，並且任何陳述 如此被取代將被視爲不構成本招股說明書的一部分。

我們贏得了行業、市場和競爭力 本招股說明書中的頭寸數據來自我們自己的內部估計、調查和研究以及公開可用的信息， 行業和一般出版物以及由第三方進行的研究、調查和研究。我們已經委託編寫了行業報告 來自Frost and Sullivan Limited(「Frost&Sullivan」)。行業出版物、研究、調查、研究和預測 一般聲明它們所包含的信息是從被認爲可靠的來源獲得的，但其準確性和完整性 這類信息的安全性不能得到保證。從這些來源獲得的預測和其他前瞻性信息受 與本招股說明書中的其他前瞻性陳述相同的限制性和不確定性，以及各種因素造成的風險， 包括那些在「風險因素」中描述的因素。這些因素和其他因素可能會導致結果與那些 表達在這些預測和其他前瞻性信息中。

風險因素

對我們普通股的投資涉及 高度的風險。在決定是否投資我們的普通股之前，您應該仔細考慮下面描述的風險， 以及本招股說明書中列出的所有其他信息，包括標題爲「管理層的討論」的部分 及財務狀況及經營成果分析“及本公司合併財務報表及相關附註。如果有的話 如果這些風險實際發生，我們的業務、財務狀況、經營結果或現金流可能會受到實質性的不利影響。 受影響，可能會導致我們普通股的交易價格下跌，導致您的全部或部分投資損失。

與在司法管轄區做生意有關的風險 我們在其中運營

我們所有的業務都在香港。 然而，由於現行中國法律法規的長臂適用，中國政府可能會行使重大的直接監督 並可能干預或影響我們的運營，這可能會導致實質性的變化 我們的業務和/或我們普通股的價值。我們在香港的運營子公司可能會受到法律和法規的約束 內地的中國，這可能會削弱我們的盈利能力，並對我們的運營和/或造成實質性的負面影響 我們普通股的價值。此外，中國的政策，法規，規章和法律實施的變化 也可能在幾乎沒有事先通知的情況下迅速發生，並且我們對中國法律和監管制度施加的風險的斷言和信念 不能確定。

我們的運營子公司位於並運營 其在中國香港特別行政區的業務。營運附屬公司，或TW HK沒有在內地營運 中國，不受內地任何監管機構中國的監管。因此，內地的法律法規目前還沒有中國 對我們的業務、財務狀況和經營結果有任何實質性影響。此外，除香港基本法外， 中華人民共和國香港特別行政區法律Republic of China(「基本法」)、內地全國性法律中國 除非列於《基本法》附件三，並以公佈或本地立法方式在本地實施，否則不得在香港實施。 根據《基本法》，可能列於附件三的全國性法律目前僅限於屬於國防範圍的法律 和外交事務以及其他不屬於香港自治範圍的事務。與以下方面有關的國家法律法規 數據保護、網絡安全和反壟斷沒有列入附件III，因此不直接適用於香港。

然而，由於 目前內地中國的法律法規，在法律實施方面還存在着監管和法律上的不確定性 和內地中國來港的規定。因此，不能保證中國政府可能不會選擇實施 內地法律中國來港，對我們的運作有重大的直接影響和酌情權 子公司未來，不會對我們的業務、財務狀況和經營業績產生實質性的不利影響， 由於法律、政治環境的變化或者其他不可預見的原因。

如果我們或我們的香港業務 子公司成爲受內地法律法規管轄的中國，與內地中國相關的法律和經營風險 可能也適用於我們在香港的業務，我們面臨着與內地法律制度相關的風險和不確定因素 中國，複雜和不斷演變的內地中國法律法規，以及對於最近中國政府是否和如何發表聲明和監管 發展，如與數據和網絡空間安全和反壟斷擔憂有關的發展，將適用於像 我們的營運附屬公司及我們，鑑於我們的營運附屬公司在香港及中國政府的業務規模龐大，可 對在香港進行的業務進行重大監督。

內地的法律法規中國在不斷演變，他們的 制定時間表、解釋、執行和實施涉及很大的不確定性，可能會迅速發生變化，但變化很小 提前通知，以及中國政府可能干預或影響我們的運營子公司在 任何時候都可能導致我們的業務和/或我們證券的價值發生實質性變化。此外，還有很大的不確定性。 關於內地中國法律法規的解釋和適用，包括但不限於 與我們的業務以及在某些情況下執行和履行我們與客戶的安排有關。法律和法律 條例有時含糊其辭，可能會在未來發生變化，其官方解釋和執行可能涉及大量 不確定性。新頒佈的法律或法規的效力和解釋，包括對現有法律法規的修改， 如果我們依賴法律法規，我們的業務可能會受到影響 一種與我們對這些法律法規的理解不同的方式。影響現有和擬議未來的新法律法規 企業也可以追溯適用。我們無法預測對現有或新的中國法律或法規的解釋會產生什麼影響。 可能會影響我們的生意。

法律、法規和其他政府指令 在中國大陸，遵守中國的規定也可能代價高昂，這種遵守或任何相關的詢問或調查或任何其他 政府的行動可能：

我們的業務、財務狀況和結果 業務和/或我們普通股的價值或我們向投資者提供或繼續提供證券的能力可能在很大程度上 以及受內地現行或未來可能適用於香港的中國法律法規的不利影響 因此對我們這樣的公司也是如此。

我們了解到，最近，中國政府發起了一系列 監管行動和聲明，以規範內地某些地區的商業經營中國，幾乎沒有事先通知，包括 嚴厲打擊證券市場違法行爲，加強對境外上市公司中國的監管 採用可變利益主體結構，採取新措施擴大網絡安全審查範圍，擴大力度 在反壟斷執法方面。

我們在大陸沒有業務，中國。我們的運營 附屬公司，或TW HK位於中華人民共和國特別行政區香港並在此經營。自本年月日起 根據招股說明書，中國政府目前不對我們的業務方式施加直接影響和自由裁量權。 中國在香港、內地以外的活動。基於我們對內地現行中國法律法規的了解 於本招股說明書日期生效，由於TW HK位於香港，我們目前並不需要獲得許可 來自中國政府在美國證券交易所上市並完善此次發行。然而，不能保證這一點 我們的證券日後會繼續在香港以外的證券交易所掛牌上市。 即使獲得該許可，該許可也不會隨後被拒絕或撤銷。目前還不確定是否會頒佈， 解釋和實施與境外證券發行和其他資本市場活動有關的監管要求 由於中國的法律、法規或政策可能在未來迅速變化，目前仍不確定 中國政府將採取額外的要求或擴大現有的要求，以適用於我們位於 在香港。香港政府是否會得到中國政府的授權也是不確定的，儘管憲法規定 《基本法》的限制，以管制在海外進行的發售及/或在香港的實體的外國投資，包括 我們的運營子公司。中國政府對股票發行施加更多監督和控制的任何行動(包括其 主要業務在香港)，在海外和/或外國在香港的發行人進行投資 可能會顯著限制或完全阻礙我們向投資者提供或繼續提供證券的能力，並導致 我們的證券將大幅下跌或一文不值。

中華人民共和國政府可以在任何時候干預或影響我們的運營 時間或可能對海外進行的發行和外國對香港發行人的投資施加控制，這可能會導致 我們的業務和/或我們普通股價值的變化。例如，目前沒有任何限制或限制 關於將港元兌換成外幣和將貨幣轉移出香港的法律 和《中華人民共和國貨幣兌換管理條例》目前對兩國之間的現金轉移沒有任何實質性影響 終極控股公司及其在香港的營運附屬公司。中華人民共和國政府今後可以施加限制或限制 關於我們是否有能力將資金轉移到香港以外，以分配收益和向集團內其他實體支付股息 或再投資於我們在香港以外的業務。這種限制和限制，如果將來強加，可能會拖延或阻礙 我們的業務擴展至香港以外地區，並可能影響我們從香港的營運附屬公司獲得資金的能力 香港。

如果中國政府選擇延長 對境外和/或境外投資內地中國爲基礎的發行人來港發行的監管 作爲香港的發行人，這樣的行動可能會大大限制或完全阻礙我們發售或繼續發售普通股的能力。 並導致我們普通股的價值大幅下降或一文不值。

政府最近發表的聲明、法律和法規 中華人民共和國政府，包括《網絡安全審查辦法(2021年)》、《中華人民共和國個人信息保護法》和《規則草案》 中國證監會於2021年12月24日公佈的關於境外上市的通知也表明，有意對發行實施更多監督和控制。 這些投資是在海外和/或外國投資於以中國爲基礎的內地發行人。目前仍不確定立法、解釋、 和執行與海外證券發行和其他資本市場活動有關的監管要求，並由於 中國的法律、法規或政策在未來迅速變化的可能性。

目前尚不確定中國政府是否會 將採用額外的要求或擴大現有的要求，以適用於我們的運營子公司。同樣不確定的是 儘管受到《基本法》的憲制限制，香港政府仍將受中華人民共和國政府的授權，控制 在海外進行的發售及/或香港實體(包括我們的營運附屬公司)的外國投資。的任何行動 中國政府將對股票發行(包括主要業務在香港的企業)施加更多監督和控制 海外及/或外國對香港發行人的投資，可能會大大限制或完全阻礙我們的能力。 向投資者提供或繼續提供證券。如果內地與內地之間目前的政治安排發生重大變化 中國和香港，或適用的法律、法規或解釋發生變化，在這種情況下，如果我們被要求獲得 我們不會收到或保持這些批准，或者被大陸中國或香港拒絕許可 如果當局允許，我們將不能在美國交易所上市我們的普通股，也不能繼續向投資者提供證券，這將 對投資者利益造成重大影響，造成我國普通股價值大幅縮水或一文不值。

法律和規章制度的執行 在中國，幾乎不需要事先通知，就可以迅速改變。此外，中華人民共和國的法律和法規及其執行情況 適用於或將適用於香港的申請可以在很少或沒有事先通知的情況下迅速更改。因此，香港的法律制度體現了 可能限制可獲得法律保護的不確定性，這可能導致我們運營的子公司的 運營和/或我們提供的證券的價值。

作爲移交的條件之一 中國對香港行使主權，中國接受香港基本法等條件。《基本法》確保了香港 將保留其貨幣(港幣)、法律制度、議會制和人民的權利和自由五十年 從1997年開始的幾年。這項協議賦予香港以高度自治的自由運作。特別行政區 香港特別行政區負責其內部事務，包括但不限於司法機構和最高法院， 移民、海關、公共財政、貨幣和引渡。香港繼續沿用英國普通法制度。然而， 如果中國政府試圖改變其協議，允許香港自治運作，這可能會對香港造成潛在影響 香港的普通法法律制度，例如在執行合約權利方面，可能會帶來不明朗因素。 這反過來可能對我們的運營子公司的業務和運營產生實質性的不利影響。此外，知識分子 香港的產權和保密保護措施可能不如美國或其他國家那麼有效。因此， 我們無法預測香港法律制度未來發展的影響，包括頒佈新法律、改變 現行法律或其解釋或執行，或國家法律對地方性法規的先發制人。這些不確定性 可能會限制我們可以獲得的法律保護，包括執行與客戶達成的協議的能力。

與中國法律有關的不確定性 制度，包括執法方面的不確定性，以及中國法律法規的突然或意外變化，都可能 對我們造成不利影響，並限制您和我們可獲得的法律保護。

香港附屬公司是根據香港法律成立的，並受香港法律管轄，但我們 可能會受到中國法律制度不確定性的影響。中華人民共和國的法律制度以成文法規爲基礎。先前的法院判決可 可供參考，但先例價值有限。1979年，中華人民共和國政府開始頒佈了一套全面的 管理一般經濟事務的法律和法規，如外商投資、公司組織和治理、商業、 稅收和貿易。由於我們的大部分業務是在香港進行的，我們的業務可能受中國法律和法規的管轄。 然而，由於中國的法律體系繼續快速發展，許多法律、法規和規則的解釋並不總是 這些法律、法規和規則的統一和執行存在不確定性，這可能會限制我們可以獲得的法律保護。 此外，某些中國政府當局發佈的一些監管要求可能不會被其他中國政府始終如一地實施 當局(包括地方政府當局)，從而使嚴格遵守所有監管要求不切實際，或 在某些情況下是不可能的。例如，我們可能不得不訴諸行政和法院程序來執行法律保護 我們通過法律或合同享有的權利。然而，由於中華人民共和國行政和法院當局有權解釋和 實施法定和合同條款，可能更難預測行政和法院訴訟的結果 我們享有的法律保護水平比更發達的法律制度更高。此外，中國的法律制度在一定程度上是基於 政府政策和內部規則，其中一些沒有及時公佈或根本沒有公佈，可能具有追溯力。 因此，我們可能直到違反這些政策和規則後才意識到我們違反了這些政策和規則。這樣的不確定性， 包括我們的合同、財產(包括知識產權)和程序權利的範圍和效果的不確定性， 可能會對我們的業務造成實質性的不利影響，並阻礙我們繼續運營的能力。

此外，如果中國在尊重方面採取更嚴格的標準 對於環境保護或企業社會責任，我們可能會招致更多合規成本或受到額外的 我們行動中的限制。中國的知識產權和機密性保護也可能不如 在美國或其他國家。此外，我們無法預測中國法律制度未來發展對以下方面的影響 我們的商業運作，包括新法律的頒佈，或對現有法律的修改，或對其的解釋或執行。 這些不確定性可能會限制我們和我們的投資者(包括您)可以獲得的法律保護。而且，中國的任何訴訟 可能會曠日持久，並導致大量成本以及我們的資源和管理層注意力的轉移。

如果我們和/或我們的子公司 需要遵守網絡安全、數據隱私、數據保護或任何其他與數據相關的中國法律和法規，並且我們和/或 我們的子公司不能遵守中國的法律法規，我們的子公司的業務、財務狀況和業績 可能會對業務造成實質性的不利影響。

我們可能會受到各種網絡安全的影響， 數據隱私、數據保護和其他與數據有關的中華人民共和國法律法規，包括與收集、使用、共享、 保密和私人信息的保留、安全、披露和傳輸，如個人信息和其他數據。這些 法律法規不僅適用於第三方交易，也適用於我們組織內的信息傳輸。這些法律 法規可能會限制我們子公司的業務活動，並要求我們和/或我們的子公司產生更多成本 和合規的努力，以及任何違反或不合規的行爲可能使我們和/或我們的子公司面臨針對此類實體的訴訟， 損害我們的聲譽，或導致處罰和其他重大法律責任，從而可能對我們的 子公司的業務以及我們的財務狀況和經營結果。

作爲與網絡安全相關的法律法規， 在我們子公司沒有業務的內地中國，數據隱私和數據保護是相對較新和不斷髮展的，以及 它們的解釋和應用可能不確定，但我們和/或我們的子公司是否會受到這種新的 法律法規。

《中華人民共和國數據安全法》或《數據安全法》 該法由全國人民代表大會常務委員會於2021年6月10日公佈，自9月10日起施行 1,2021年，要求以合法和適當的方式進行數據收集，並規定，爲保護數據的目的， 數據處理活動必須按照數據分類和數據安全分級保護制度進行。根據 根據《數據安全法》第二條，適用於中國在內地境內的數據處理活動以及數據 中國在內地境外從事的危害國家利益、社會公共利益的加工活動 中國的權利或任何中華人民共和國組織和公民的權益。任何實體未能履行 數據安全法可能受到責令改正、警告和處罰，包括禁止或暫停業務、吊銷業務 執照或其他處罰。截至本招股說明書日期，我們在內地並無任何營運或維持任何辦事處或人員 中國，我們沒有進行任何可能危及中國國家利益或公共利益的數據處理活動 或任何中國組織和公民的權益。因此，我們不認爲《數據安全法》適用 敬我們。

2021年8月20日，中國共產黨常務委員會 中國全國人大頒佈個人信息保護法整合零散規定 關於個人信息權和隱私保護的規定，於2021年11月1日起施行。根據《憲法》第三條 個人信息保護法，它不僅適用於在境內開展的個人信息處理活動 內地的中國也以在內地以外的個人信息處理活動中爲中國提供產品爲目的 或者爲中國內地境內的自然人提供服務。違規實體可被責令改正，或 暫停或終止提供服務，並面臨沒收非法所得、罰款或其他處罰。作爲我們的子公司 中國在香港、開曼群島、英屬維爾京群島和美國提供服務，而不是在大陸爲全球客戶提供服務。 包括但不限於訪問我們在這些地點的辦事處的內地中國的客戶，我們認爲我們和我們的子公司 不受個人信息保護法的約束。

2022年7月7日，網信辦 中國部長髮布了《出境數據傳輸安全評估辦法》，該辦法現已生效 2022年9月1日。根據《辦法》，除了提供外部任何數據的自我風險評估要求外， 內地數據處理員中國應當向網絡空間主管部門申請數據安全評估和出境通關 下列任何事件中的數據轉移：(1)數據處理員向外轉移重要數據；(2)向外轉移個人 關鍵信息基礎設施運營商或處理了100多萬用戶信息的數據處理器提供的信息 個人資料；。(Iii)資料處理商將個人資料向外轉移超過一次。 累計10萬個用戶的個人信息或超過1萬個用戶的敏感個人信息 (四)對跨界數據進行事前安全評估和評價的其他情形 CAC要求轉讓。截至本招股說明書發佈之日，我們及其子公司尚未收集、存儲或管理任何 中國在內地的個人信息。因此，我們認爲這些措施不適用於我們。

然而，考慮到最近發佈的 上述與網絡安全和數據隱私相關的中國法律法規，我們和我們的子公司仍面臨以下方面的不確定性 這些法律法規的解釋和實施，我們不能排除任何中國政府 當局未來可能會要求我們和/或我們的子公司遵守此類法律和法規。如果它們被認爲適用於 對於我們和/或我們的子公司，我們不能向您保證我們和我們的子公司將在所有方面遵守此類新規定， 我們和/或我們的子公司可能會被勒令改正並終止任何被中國政府當局視爲非法的行爲 並受到罰款和其他政府制裁，這可能會對我們的子公司的業務產生實質性的不利影響 以及我們的財務狀況和經營結果。

如果我們和/或我們的子公司 需要獲得中國證券監督管理委員會的許可或批准，或者向證監會完成備案程序 (「中國證監會」)、中國食品藥品監督管理局或其他與首次公開募股(「IPO」)有關的中國政府機構 或未來根據中國法律進行的後續發行，我們和/或我們的子公司可能會被罰款或受到其他制裁，而我們的子公司 業務和我們的聲譽、財務狀況和經營結果可能會受到實質性和不利的影響。

《網絡安全審查辦法》聯合發佈 CAC和其他相關中國政府當局於2021年12月28日要求，除其他外， 基礎設施或網絡平台經營者持有100萬以上用戶個人信息申請網絡安全 在外國證券交易所進行任何公開募股前的審查。然而，這一規定是最近發佈的，仍然有大量的 關於其解釋和實施的不確定性。

截至本招股說明書日期，我們和我們的 子公司在內地並無任何業務運作或維持任何辦事處或人員中國。我們和我們的子公司還沒有 收集、存儲或管理在內地的任何個人信息中國。基於我們對中國網絡安全審查技術的詢問 和認證中心(「中國證監會」)和管理層進行的評估，我們相信我們和我們的子公司 目前不需要主動申請我們在海外首次公開募股或後續發行的網絡安全審查，理由是 (I)我們的附屬公司在香港、英屬維爾京群島及內地以外的其他司法管轄區註冊成立中國及 在香港經營，在內地沒有任何附屬公司或可變權益實體(「VIE」)架構中國，而我們沒有 在內地保留任何職位或人員中國；。(Ii)除《基本法》外，全國性法律不適用於香港，除非 它們列於《基本法》附件三，並以公佈或本地立法的方式在當地實施，以及可能 根據《基本法》，目前附件三所列的只限於國防和外交範圍內的人員 香港自治範圍以外的其他事項，以及與數據保護和網絡安全有關的中國法律法規 在本招股說明書的日期並未列入附件三；。(Iii)我們的資料處理活動完全由我們在海外的 在香港及內地以外其他司法管轄區提供產品或服務的境外機構中國 中國；(四)截至本招股說明書發佈之日，本公司及其子公司控制的用戶個人信息不超過100萬條； (V)截至本招股說明書日期，吾等及其附屬公司尚未收到任何將吾等識別爲關鍵信息的通知 基礎設施；(Vi)截至本招股說明書的日期，我們或我們的子公司 已被任何中國政府當局告知任何網絡安全審查的要求；及(Vii)根據我們與 中國證監會負責提供網絡安全審查諮詢服務的官員認爲，目前我們不需要 向CAC申請對我們在外國證券交易所公開發行股票的網絡安全審查，因爲我們目前既沒有 截至本招股說明書之日，中國在內地的業務亦未控制超過100萬名用戶的個人信息。另外， 我們相信，我們和我們的子公司遵守CAC迄今發佈的法規和政策 自我們首次公開募股以來，這些法規和政策沒有實質性的變化。然而，對網絡安全和數據安全的監管要求 在內地，中國在不斷演變，可能會有不同的解讀或重大變化，這可能會導致 不確定我們在這方面的責任範圍，也不能保證相關的中國政府 當局，包括CAC，將得出與我們的中國律師相同的結論。我們將密切監測和評估執行情況 以及網絡安全審查措施的執行情況。如果網絡安全審查措施要求清除網絡安全和/或 數據安全監管機構和其他具體行動將由我們這樣的公司完成，我們可能面臨是否可以 及時滿足這些要求，或者根本不滿足。

2023年2月17日，中國證監會發布 境內公司境外發行上市試行管理辦法(試行辦法)及 五項配套指引，於2023年3月31日起施行。試行辦法要求，在大陸的公司中國尋求 直接或間接在境外發行和上市證券，履行向中國證監會備案的手續。根據審判結果， 《辦法》中確定《內地公司境外間接發行上市》應符合中國 「實質重於形式」的原則，特別是發行人須按 試行標準爲同時滿足以下條件：(一)發行人營業收入的50%或以上，合計 最近一個會計年度經審計的綜合財務報表中記錄的利潤、總資產或淨資產 由內地公司中國負責；及(Ii)發行人的主要業務活動在內地進行 中國，或其主要營業地點設在內地的中國，或負責其業務經營管理的高級管理人員 大多是中國公民或在大陸定居的中國。當日，證監會召開試行發佈新聞發佈會。 辦法發佈了《關於境內企業境外上市備案管理的通知》，明確 (一)試行辦法施行之日或之前，已提出有效申請的內地公司中國 境外發行上市但未經境外監管機構或者證券交易所批准的，應當完成 境外上市完成前的備案；及(Ii)在內地的中國公司，在生效前 試行日期，已經境外監管部門或證券交易所批准，不需要 向有關境外監管機構或證券交易所重新履行監管程序，但尚未完成 境外間接上市，應於2023年9月30日前完成境外發行上市，未完成境外上市 在這六個月內上市，這些公司將受到中國證監會備案要求的約束。

根據管理層進行的評估， 我們不受試行措施的約束，因爲我們是在開曼群島註冊成立的，我們的子公司是在香港註冊的 香港、英屬維爾京群島和大陸以外的其他地區中國在香港經營，沒有任何附屬或VIE結構 中國在內地，我們在內地沒有任何業務運作，也沒有在中國設有辦事處或人員。然而，由於審判 《辦法》和《配套指引》是新發布的，實施和解釋存在不確定性 「實質重於形式」的原則。截至本招股說明書發佈之日，本條例並無重大變動。 和我們首次公開募股以來的政策。如果我們的發行，包括IPO和未來的後續發行，以及上市後來被認爲是「間接的」 內地企業境外上市中國：《試行辦法》，可能需要完成備案程序 對於我們的發行，包括IPO和未來的後續發行，以及上市。如果我們受到備案要求的約束，我們不能 我們向您保證，我們將能夠及時甚至完全完成此類備案。

由於這些聲明和監管行動 都是新的，在上述網絡安全和海外上市法律的解釋和執行方面也存在高度不確定性 監管。不能保證中國有關政府當局會得出與我們相同的結論。如果我們和/或我們的 子公司必須獲得包括CAC和/或中國證監會在內的任何政府機構的批准或填報 隨着我們的證券在香港或內地以外的證券交易所上市或繼續上市，我們不確定中國如何 我們和/或我們的子公司需要很長時間才能獲得這樣的批准或完成這樣的備案，即使我們和我們的子公司 獲得批准或完成備案的，批准或備案可以撤銷。未能取得或遲遲未能取得 獲得中國政府主管部門的必要許可或向其完成必要的備案程序，以進行發行或 在香港或內地以外的上市公司中國可能會對我們和/或我們的子公司實施中國政府當局的制裁， 這可能包括罰款和處罰、暫停業務、對我們和/或我們的子公司提起訴訟，甚至對 控股股東和其他負責人，以及我們子公司開展業務的能力，我們的投資能力 進入大陸的中國作爲外商投資或接受外商投資，或者我們有能力在美國或其他海外交易所上市 可能受到限制，我們子公司的業務以及我們的聲譽、財務狀況和經營結果可能會受到實質性的影響 並受到不利影響。

中國政府可能會進行干預或 隨時影響我們的中國供應商及其獨家海外代理的運營，或可能對我們的 中國供應商經營業務或與我們合作。這可能會導致我們在中國的供應商的實質性變化 運營和間接我們普通股的價值。

我們依靠一箇中國的鱘魚養殖場爲我們的 魚子醬的供應，我們通過其獨家海外代理與其簽訂了供應商協議。中華人民共和國政府可以選擇 行使重要的監督和自由裁量權，以及中國政府的政策、法規、規章和法律的執行 我們在中國的供應商及其獨家海外代理所受的限制可能會迅速變化，而且幾乎不會提前通知。作爲一個 因此，新的和現有的法律法規在中國的適用、解釋和執行往往是不確定的。此外, 這些法律和法規可能會被不同的機構或當局解釋和應用不一致，並且可能不一致 與我們的供應商或其獨家海外代理的現行政策和做法。新的法律、法規和其他政府 在中國，遵守指令的成本也可能很高，這種遵守或任何相關的查詢或調查或任何其他 政府的行動可能：

中國政府發起了一系列監管措施 在中國某些地區規範商業經營的行爲和聲明，幾乎沒有事先通知，包括打擊 證券市場違法違規行爲，加強對中國境外上市公司浮動利率的監管 實體(VIE)結構，採取新措施擴大網絡安全審查的範圍，並擴大 反壟斷執法。這些監管行動和聲明強調了加強對非法證券的管理的必要性 對尋求在海外上市的中國公司的活動和監管。此外，公司還被要求接受網絡安全檢查 在攜帶之前審查他們是否持有大量與國家安全、經濟發展或公共利益有關的數據 影響或可能影響國家安全的我們的合併、重組或拆分。這些聲明是最近發佈的，他們的官方 目前，指導和解釋仍不清楚。

中國政府可能會干預或影響我們在中國的供應商 並可能對在海外進行的發行和外國對中國公司的投資施加更多控制， 可能導致我們在中國的業務發生重大變化。任何限制或以其他方式產生不利影響的法律或法規變化 我們在中國的供應商開展業務的能力可能會減少對其服務的需求，減少收入，增加成本， 要求他們獲得更多的許可證、許可證、批准或證書，否則將承擔額外的責任。在任何程度上 實施新的或更嚴格的措施，我們供應商和我們的業務、財務狀況和運營結果可能 如果受到不利影響，我們普通股的價值可能會縮水或變得一文不值。

經濟的變化和低迷， 香港、內地中國等國家的政治、社會狀況或香港政府政策的變化 而大陸的中國可能會對我們的業務和運營產生實質性的不利影響。

我們的業務位於香港。 因此，我們的業務、前景、財務狀況和經營結果可能在很大程度上受到政治、 香港和內地的經濟和社會狀況總體上與中國有關。香港的經濟狀況對此很敏感。 內地中國與全球經濟形勢。香港社會和政治格局的任何重大變化都將 對我們的業務有實質性的影響。

內地中國經濟有別於其他經濟體 大多數發達國家在許多方面，包括政府參與量、發展水平、增長率、控制力 外匯儲備和資源配置。儘管內地經濟在過去一段時間裏經歷了顯著的增長，中國 幾十年來，增長一直不均衡，無論是在地理上還是在經濟的不同部門之間都是如此。中國政府已經實施了各種 鼓勵經濟增長和引導資源配置的措施。其中一些措施可能會使中國整體經濟受益 但可能會對香港和我們產生負面影響。

此外，在2020年7月14日，前者 美國總統總裁和唐納德·特朗普簽署了《香港自治法》和行政命令，取消了這一優惠 香港的貿易地位，根據1992年生效的《美國-香港政策法案》第202條。美國政府 已確定香港不再具有足夠的自治權，不能證明對中國的優惠待遇是合理的，特別是 隨着香港特別行政區《人民Republic of China維護國家安全法》的出臺 香港特區(《香港國家安全法》)，2020年7月1日。香港現在將被視爲內地中國， 在簽證申請、學術交流、關稅和貿易等方面。根據發佈的行政命令第3(C)款 2020年7月14日，撤銷對香港出口和轉口並在中華人民共和國境內轉移的許可證例外， 而國防物品的出口被禁止。另一方面，美國對大陸徵收的現有懲罰性關稅中國 也將適用於香港的出口。失去特殊地位，香港作爲食品貿易中心的競爭力 未來可能會惡化，因爲優惠條件下的稅收優惠已不復存在，公司可能更喜歡出口 通過其他城市。香港的港產品出口及轉口貿易和其他貿易活動的活動水平可能 下降是由於對香港出口徵收關稅和出口限制。

萬一香港失去地位， 作爲亞洲的食品貿易中心，香港對食品出口或轉口的需求，以及我們的業務、財務狀況 和經營結果，可能會受到不利影響。根據美國國務院於#年發表的《香港政策法案報告》 2021年、2022年和2023年，自2020年7月以來，暫停移交逃犯協定和終止 關於移交被判刑人的協定和關於某些互惠免稅的協定，沒有終止 根據1992年《美國-香港政策法案》第202(D)條或截至目前根據第201(B)條作出的決定 這份註冊聲明。取消香港優惠貿易地位的行政命令仍然有效。自7月以來 2020年，截至本登記聲明之日，取消香港特惠貿易地位尚無實質性進展 對我們的業務和運營產生影響。

此外，年烏克蘭爆發戰爭， 2022年已經影響到全球經濟市場，這一衝突的不確定解決可能導致曠日持久和/或嚴重 對全球經濟的破壞。俄羅斯最近對烏克蘭的軍事幹預已經導致並可能導致額外的制裁 被美國、歐盟等國對俄羅斯加徵關稅。軍事行動的範圍和持續時間， 制裁和隨之而來的市場混亂是無法預測的，但可能是巨大的。俄羅斯人造成的任何此類干擾 軍事行動或由此產生的制裁可能會放大本節所述其他風險的影響。我們不能預測進展。 或烏克蘭局勢的結果，因爲衝突和政府反應正在迅速發展，超出了他們的控制範圍。延長了 動亂、加劇的軍事活動或影響該地區的更廣泛的制裁可能對 全球經濟，這種影響反過來又可能對業務、業務結果、財務狀況、 我們業務的流動性和業務前景。

存在與之相關的政治風險 在香港開展業務。

All of our operations are in Hong Kong. Accordingly, the business operations and financial conditions of our Operating Subsidiary will be affected by the political and legal developments in Hong Kong. Any adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, as well as significant natural disasters, may affect the market and may adversely affect our operations. Given the relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on our business operations, which could in turn adversely and materially affect our business, results of operations and financial condition.

香港是香港的特別行政區 中華人民共和國和中華人民共和國對香港的基本方針政策反映在《基本法》中，即香港的憲法 該文件賦予香港高度自治以及行政、立法和獨立的司法權力，包括 「一國兩制」下的終審制。然而，不能保證會有這樣的情況 中港之間的政治安排和香港的經濟、政治、法律環境沒有任何變化 在未來。由於我們所有的行動都以香港爲基地，任何此類政治安排的改變都可能構成直接的威脅。 對香港經濟的穩定，從而直接和不利地影響我們的經營業績和財政狀況。

基於最近的一些發展，包括 《人民Republic of China維護香港特別行政區國家安全法》發佈 在2020年6月的中華人民共和國全國人民代表大會常務委員會上，美國國務院表示，美國 美國不再認爲香港有重大自治權中國總裁特朗普簽署行政命令香港 自治法，或稱HKAA，以取消香港的優惠貿易地位，並授權美國政府實施封鎖 對被認定在很大程度上削弱了香港自治權的個人和實體實施制裁。 美國可能對香港出口商品徵收與對大陸商品相同的關稅和其他貿易限制 中國。這些和最近的其他行動可能代表着涉及美國、中國和香港的政治和貿易緊張局勢升級， 這可能會損害我們的業務。很難預測香港機場管理局對香港和有業務的公司的全面影響。 像我們一樣在香港。此外，有關中國與美國關係的立法或行政行動可能會給投資者帶來不確定性 對於包括我們在內的受影響發行人來說，我們普通股的市場價格可能會受到不利影響。

與我們的商業和工業有關的風險

我們的運營歷史很短，而且 受制於在一個快速發展和演變的行業中經營的相關風險和不確定性。我們有限的運營歷史 這使得評估我們的業務和前景變得困難。

我們在香港建立了魚子醬業務 2021年8月，隨後經歷了快速增長。隨着全球市場影響力的擴大，我們預計我們將繼續擴大 我們的產品組合，擴大我們的客戶基礎並探索新的市場機會。然而，由於我們的運營歷史有限， 我們的歷史增長率可能並不能表明我們未來的表現。我們未來的表現可能更容易受到某些影響 比在不同行業擁有更長運營歷史的公司更有風險。下面討論的許多因素可能會對 我們的業務和前景以及未來業績，包括：

你應該考慮我們的業務和前景。 鑑於我們作爲一家在快速發展和演變的市場中快速增長的公司所面臨的風險和不確定因素。我們可以 不能成功應對上述風險和不確定性，這些風險和不確定性可能會對我們的 業務、前景和未來業績。

我們在物質上依賴於福建奧軒來思生物科技有限公司(“福建 奧炫萊斯“)，中國鱘魚養殖場的獨家經銷商，作爲我們魚子醬原料產品的主要供應商。是這樣的 重大和不利的安排使我們面臨獨特的風險。供應商關係的任何中斷，無論是福建和福建 奧玄萊斯與中國鱘魚養殖場之間或福建奧玄萊斯與我們之間的交易，可能會對我們的業務產生重大不利影響。任何 福建奧玄萊斯或中國鱘魚養殖場的魚子醬供應中斷，以及我們無法尋找替代魚子醬供應商 可能會對我們的業務運營和財務業績產生實質性的不利影響。

我們在物質上依賴於福建奧軒來思代理商和獨家經銷商。 一家中國鱘魚養殖場，作爲我們魚子醬原料產品的供應商。在截至2023年12月31日和2022年12月31日的年度內，我們從中國採購 通過福建奧玄萊斯的鱘魚養殖場分別達到約620美元萬和530美元萬，相當於約 佔同期總購買量的64.3%和90%。在2022年4月之前，我們從以下渠道獲得所有魚子醬原料供應 福建奧軒來司按需下單，無任何長期協議。2022年4月，我們的運營子公司Top Wealth 集團(國際)有限公司與代理及獨家分銷商福建奧軒來斯訂立魚子醬銷售協議 福建龍皇生物科技有限公司(「福建龍皇」)，一家中國鱘魚養殖場。根據魚子醬銷售協議 福建奧軒來思與頂峯財富集團(國際)有限公司之間，經委託書，福建奧軒來思委任頂峯 財富集團(國際)有限公司，我們的運營子公司，作爲其在香港和澳門的獨家分銷商，在海外開展 並授予我們直接從該公司採購魚子醬的權利，爲期10年，從2022年4月30日至2032年4月30日。

這種安排實質上和不利地將我們暴露在獨特的風險之下。 我們的業務在很大程度上依賴於福建奧軒來斯魚子醬的穩定和充足的供應，而這最終取決於穩定的 並向中國鱘魚養殖場分銷商福建奧軒來斯供應充足的來自福建龍黃的魚子醬。 如果我們與福建奧軒來司的業務關係中斷或終止，或者福建奧軒來斯因任何原因無法 或不願繼續向我們提供魚子醬原料，這些都可能導致我們的運營實質性中斷或暫停 在我們找到另一家可以供應我們產品的供應商之前，我們無法獲得魚子醬供應或滿足客戶訂單的能力。此外， 如果福建奧軒來思與福建龍皇的業務關係中斷或終止，也很可能導致 造成我們運營的實質性中斷或我們獲得魚子醬供應或履行客戶訂單的能力的暫停。雖然 福建奧軒來思與福建龍皇長期保持15年的獨家銷售協議，自2020年12月至2035年12月， 他們的關係是否會被中斷或終止，是我們無法控制的。也不能保證我們魚子醬的銷售 與福建奧軒來思的協議到期後按商業優惠條款續簽。

Any disruption in our supplier relationships, either between Fujian Aoxuanlaisi and Fujian Longhuang, or between Fujian Aoxuanlaisi and us, could have a material adverse effect on our business. Events that adversely affect our suppliers could impair our ability to obtain caviar inventory in the quantities that we desire. Such events include problems with our suppliers’ businesses, finances, labor relations, ability to obtain caviar, costs, production, quality control, insurance and reputation, as well as natural disasters, pandemics, or other catastrophic occurrences. A failure by any current or future supplier to comply with food safety, environmental or other laws and regulations, meet required timelines, and hire and retain qualified employees may disrupt our supply of products.

在任何提前終止或不續訂的情況下 與福建奧軒來斯的魚子醬銷售協議或提前終止或不續訂雙方長期獨家銷售協議 福建奧軒來司和福建龍皇，或在發生任何中斷、延誤或無法與福建奧軒來司聯繫時 在向我們提供充足和優質的供應時，我們不能向您保證，我們將能夠在商業上尋找替代供應商 可接受的條款，從而可能對我們的業務、財務狀況和經營業績造成重大和不利影響。 如果找不到合適的替代者，即使是暫時的，也會對我們的品牌形象、財務狀況、 以及行動的結果。此外，如果魚子醬銷售協議的商業條款有任何變化，特別是 由於我們不能再作爲福建奧軒萊斯在香港和澳門的獨家經銷商，我們可能會面臨增加 在競爭中，我們可能無法繼續以商業上可接受的條件從中國鱘魚養殖場採購魚子醬。

If Fujian Aoxuanlaisi fails to deliver the caviar raw product we need on the terms we have agreed, we may be challenged to secure alternative sources at commercially acceptable prices or on other satisfactory terms, in a timely manner. Any extended delays in securing an alternative source could result in production delays and late shipments of our products to distributors and end-customers, which could materially and adversely affect our customer relationships, profitability, results of operations, and financial condition. If we experience significant increased demand for our products, there can be no assurance that additional supplies of caviar raw product will be available for us when required on acceptable terms, or at all, or that Fujian Aoxuanlaisi or any supplier would allocate sufficient capacity to us in order to meet our requirements, fill our orders in a timely manner or meet our strict quality standards. Even if our existing supplier is able to meet our needs or we are able to find new sources of caviar supply, we may encounter delays in production, inconsistencies in quality, and added costs. We are not likely to be able to pass increased costs to the customer immediately, if at all, which may decrease or eliminate our profitability in any period. Any delays or interruption in or increased costs of our supply of caviar could have a material and adverse effect on our ability to meet consumer demand for our products and result in lower net sales and profitability both in the short and long term.

Adverse weather conditions, natural disasters, disease, pests and other natural conditions, or shutdown, interruption, and damage to the PRC sturgeon farm, or lack of availability of power, fuel, oxygen, eggs, water, or other key components needed for the operations of the PRC sturgeon farm, could result a loss of a material percentage of our caviar raw product supply and a material adverse effect on our operations, business results, reputation, and the value of our brands.

我們確保魚子醬持續供應的能力 我們供應商的原材料取決於許多我們無法控制的因素。電力、燃料、氧氣供應、水質中斷 水產養殖設施的系統或其他關鍵基礎設施持續時間超過短時間可能會導致 大量的鱘魚，因此魚子醬供應。因自然災害關閉或損壞中國鱘魚養殖場，減少 可能導致供水、水質惡化、含水層污染、服務中斷或人爲干預 生產用魚子醬供應的損失。中國鱘魚養殖場的鱘魚養殖容易受到不利天氣條件的影響，包括 暴雨、乾旱和極端溫度、颱風、洪水和風暴，這些都很常見，但很難預測。鱘魚 農場容易受到疾病和蟲害的影響，其嚴重程度和影響可能有所不同，具體取決於當時的生產階段。 感染或侵擾、應用的處理類型和氣候條件。這些因素造成的不利生長條件 可能會減少我們供應商的鱘魚數量和鱘魚的質量，在極端情況下，可能會失去整個收成。 此外，不利的天氣或自然災害，包括地震、冬季風暴、乾旱或火災，可能會影響製造業 和我們供應商的業務設施，這可能導致大量成本，並有意義地降低我們履行訂單的能力 並保持正常的業務運營。由於產品成本的增加，這些因素可能會導致銷售量下降和成本增加。 如果我們需要尋找替代產品的短期替代供應，還可能產生包括運輸在內的遞增成本 區域。這些因素可能會增加成本，減少收入，並導致額外的收益費用，這可能會產生實質性的不利影響 對我們的業務、經營結果和財務狀況的影響。

氣候變化可能會產生長期的不利影響 對我們的業務和運營產生影響。

氣候變化可能對全球經濟產生不利影響 溫度、天氣模式以及極端天氣和自然災害的頻率和嚴重程度。如果氣候變化 可能會對我們供應商的鱘魚或魚子醬產量產生負面影響，我們可能會減少供貨或不那麼有利 魚子醬原料或我們產品所必需的其他商品的定價。極端天氣條件可能會產生不利影響 鱘魚養殖場或我們供應商的設施，導致分銷網絡中斷或關鍵原材料的可用性和成本 我們在生產中使用的材料，或者對我們產品的需求。由於氣候變化，我們的魚子醬供應商或他們的供應商 高度依賴於水的可獲得性和質量，並可能因可獲得性下降而受到實質性和不利的影響 水的質量惡化或水價不太優惠，這可能會對他們的生產造成不利影響，從而影響我們的 運營和銷售、盈利能力、運營結果和財務狀況。

我們的生意受到質量的影響。 以及中國鱘魚養殖場收穫的魚子醬的數量。

我們成功銷售我們的產品的能力和 其價格在很大程度上取決於由福建龍皇經營的中國鱘魚養殖場供應的魚子醬的質量。一個 許多因素會對出售的魚子醬的質量產生負面影響，包括魚種的質量，魚子醬中的水條件 養殖場，魚所消耗的食物和添加劑，養殖場的種群水平，以及帶一條鱘魚所需的時間 收穫，包括運輸和加工，這一切都不是我們所能控制的。最佳的生長條件不可能總是 有把握。此外，如果我們由中國鱘魚養殖場供應的魚子醬產品被市場認爲質量低於其他 如果有可用的資源，我們可能會遇到對我們產品的需求減少，並且可能無法以我們預期的價格銷售產品 或者根本就不是。隨着我們繼續擴大我們的業務並與新的鱘魚養殖場建立關係，我們可能面臨更多 在保持我們產品質量方面的挑戰。我們不能保證我們在未來不會面臨任何質量問題， 這可能會對我們的聲譽造成損害，並導致消費者對我們的產品失去信心，這可能會產生實質性的不利影響 基於我們的業務結果和我們品牌的價值。

魚子醬作爲奢侈品，無論是真實的還是感知的 質量或食品安全問題或未能遵守適用的食品法規和要求，無論最終是否基於 關於事實以及是否涉及我們(例如涉及我們競爭對手的事件)，可能會造成負面宣傳和信心下降 在我們的公司、品牌或產品中，這可能反過來損害我們的聲譽和銷售，並可能對我們的業務造成實質性的不利影響， 財務狀況和經營結果。雖然我們相信我們有一個嚴格的質量控制過程，但不能保證 我們的產品將始終符合爲我們的產品設定的標準。

此外，我們無法控制我們的產品 一旦被消費者購買。因此，消費者可能會不適當地或長期儲存我們的產品，這可能會對我們的產品造成不利影響 影響我們產品的質量和安全。雖然我們有處理消費者問題和投訴的程序，但可以 不能保證我們的答覆會讓消費者滿意，這可能會損害我們的聲譽。如果消費者沒有意識到我們的 由於此類行爲超出我們控制範圍，或者如果他們認爲我們沒有對 如果投訴令人滿意，那麼我們的品牌價值就會下降，我們的聲譽、業務、財務狀況 和經營的結果將受到不利影響。消費者對我們的產品或安全性失去信心 我們產品的質量將很難克服，成本也很高。任何這樣的不利影響都可能顯著降低我們的品牌價值。 關於我們任何產品的安全問題，無論原因如何，都可能對我們的業務、財務狀況和 手術的結果。

我們在一個高度監管的行業中運營。

野生鱘魚是最瀕危的物種之一 世界各地的物種。自1998年以來，所有種類鱘魚的國際貿易都受到《國際貿易公約》的監管 《瀕危野生動植物種公約》(《瀕危野生動植物種公約》)，原因是對不可持續的採伐和 野生鱘魚種群的非法貿易。CITES列出了所有種類的鱘魚，這意味着魚子醬，未受精的鱘魚 來自野生捕獲的鱘魚的魚卵不能再交易，但來自人工飼養的鱘魚的魚子醬是免費的。

作爲圈養養殖魚子醬的供應商，這是 我們不僅是供人食用的食品，而且是受《瀕危物種公約》全球監管的產品，因此 受到廣泛的政府管制。我們必須遵守香港的各項法律法規和法律法規 由香港以外的政府實體和機構管理。中國和香港都是《瀕危物種公約》的締約方。根據《保護》 「瀕危動植物物種條例」(香港法例第586章)(「披索」)、進口、 從海上引進、出口、再出口和擁有或控制特定的瀕危動植物物種， 以及這些物種的部分和衍生品，都受到披索的監管。披索附表1列出了物種和 將它們歸類爲不同的附錄，這些附錄在披索的控制下受到不同程度的控制。包括鱘魚。 作爲披索下的受管制物種。有關適用於我們和我們業務的規則的更多詳細信息，請參閱 標題爲《條例》。

關於我們從中國進口的魚子醬 將中國鱘魚養殖場引入香港，中國鱘魚養殖場負責向有關當局申請和取得《瀕危物種公約》許可證。 中國監管機構；鑑於供應鏈管理公司負責申請和獲得進口許可證 香港漁農自然護理署董事代表我們。需要提交CITES許可證 在魚子醬被接受到香港領土之前，先到香港海關。截至本招股說明書日期，中國鱘魚養殖場通過 其海外市場的唯一指定經銷商，在中國具有必要的進出口資格和許可證。我們 已就每批輸往香港的魚子醬取得所需的《瀕危物種公約》許可證，以及出口和轉口許可證。 孔令輝。關於我們從香港出口魚子醬到國外的問題，我們已經聘請了供應鏈管理公司 向香港漁農自然護理署董事申領轉口許可證 代表。

如果中國鱘魚養殖場或我們 被發現違反了與《瀕危物種公約》有關的法律和法規，這類違規行爲嚴重影響了 中國鱘魚養殖場或我們繼續出口魚子醬，我們的業務運營將受到重大幹擾， 財務狀況、經營結果和前景可能會受到重大不利影響。

我們確認所有所需的CITES許可證 並且已經收到了我們經營所需的出口和轉口許可證。確保第三方遵守適用的 根據許可證和發牌規定，我們採取了下列管制措施：

在中華人民共和國鱘魚場失敗的情況下 爲了獲得所需的《瀕危野生動植物種公約》許可證，貨物可能會在清關時出現延誤、被當局扣押或退回。在該事件中 如果供應鏈管理公司未能代表我們獲得所需的轉口許可證，我們可能面臨起訴、罰款和 沒收我們的產品。在這種情況下，我們的業務、財務狀況、我們的運營結果和前景可能會受到實質性的影響 並受到供應中斷和出口失敗的不利影響。此外，有關的法律、法規和規章是 可能會被修改和改變。我們無法預測任何這樣的變化對魚子醬行業的總體或未來的影響 尤其是我們的業務。除其他事項外，任何對生產施加進一步限制的立法或法規變化， 加工、進口或出口魚子醬，可能會擾亂我們的魚子醬供應或增加我們的合規成本，這可能會對 對我們的業務、財務狀況、經營結果和前景產生不利影響。

除了披索和CITES，作爲食品供應商， 我們還受到有關產品製造、食品安全、必要的測試和適當的標籤和 在香港或海外銷售我們的產品。有可能這樣的法律和法規是理事機構或解釋 這一點可能會隨着時間的推移而改變。因此，我們的產品有可能不符合相關理事機構的要求 法律或法規以及任何此類不遵守行爲都可能損害我們的業務。未能遵守適用的法規要求 可能導致行政、民事或刑事處罰或罰款、強制性或自願產品召回、警告、 針對運營的停止令，設施或運營的關閉，任何現有許可證的丟失、吊銷或修改， 許可、註冊或批准或未能在新的司法管轄區獲得額外的許可證、許可、註冊或批准 我們打算在哪裏開展業務，其中任何一項都可能對我們的業務、聲譽、財務狀況和運營結果產生負面影響。

我們受制於與以下相關的風險 在香港以外地方採購和製造產品，並在香港以外地區銷售我們的產品，這可能會對我們的業務造成不利影響。

我們直接從非香港供應商購買產品 代表了我們在截至2023年12月31日和2022年12月31日的財年購買的幾乎所有原材料，我們預計我們將 繼續這樣做。此外，儘管我們幾乎所有的分銷商都在香港，但據我們了解，有相當大一部分 我們的許多產品由我們的經銷商銷往海外。我們將來也可能與國外的經銷商簽訂協議。 來銷售我們的產品。所有這些活動都受到與國際銷售和分銷相關的不確定性的影響，包括：

我們預計每個市場都會有特定的監管 和需要克服的資金障礙，以及這些市場的未來發展，包括與政府政策有關的不確定性 和法規，可能會損害我們的業務。如果我們在失敗或延遲的擴展計劃上花費大量時間和資源，我們的 聲譽、業務和財務狀況可能會受到不利影響。

我們的運營、收入和盈利能力 如果我們未能遵守香港及我們須遵守的國際規則，或由於 我們開展業務的國家/地區的法律法規發生了變化。

我們從#年的鱘魚養殖場採購魚子醬 中華人民共和國。此外，我們在很大程度上依賴第三方分銷商來放置和出口我們的產品到海外市場。 來自香港。因此，我們以及我們的供應商和分銷商可能會受到各種香港和外國法律的約束， 適用於食品和魚子醬貿易的政府法規，包括許多許可證要求、貿易和定價做法， 稅收、環境事務、食品安全和其他與採購、製造、儲存、標籤、營銷、 在香港及香港以外的市場宣傳、銷售、展示、運輸、分銷及使用我們的產品 我們採購魚子醬，或我們的產品可能被儲存、分發、營銷、運輸或出售的地方。

我們採購的國家的政府 原材料或我們的經銷商銷售我們的魚子醬產品，可能會不時考慮與原材料有關的監管建議， 稅收、食品安全和質量、市場和環境法規，如果通過，可能導致分配中斷 我們的產品，這反過來可能影響我們的盈利能力。此外，我們無法控制或監控市場或司法管轄區。 我們的分銷商在哪裏放置或銷售我們的產品，而我們與我們的分銷商沒有任何關於 我們產品在國外市場的經銷情況。因此，外國法律法規存在重大不確定性。 在我們或我們的產品可能受到影響的市場或司法管轄區。遵守這些高度不確定的、新的、不斷髮展的或 修訂的稅收、環境、食品質量和安全、標籤或其他法律或法規，或新的、不斷髮展的或更改的解釋 或執行現有法律或法規，可能會對我們的業務、財務狀況或經營業績產生重大不利影響。

法律或法規要求的變化，如 隨着新的食品安全要求和修訂後的標籤法規，或對現有法律或法規要求的不斷變化的解釋， 可能導致合規成本、資本支出和其他財務義務增加，從而對我們的業務產生不利影響 或財務業績。如果我們被發現在我們的分銷商銷售我們產品的市場上違反了適用的法律法規， 我們可能會受到民事補救措施的影響，包括罰款、禁令、終止必要的執照或許可證，或召回 作爲潛在的刑事制裁，其中任何一項都可能對我們的業務產生實質性的不利影響。即使監管機構審查了 不會導致這些類型的決定，它可能會造成負面宣傳或印象，可能會損害我們的業務 或者名譽。此外，修改國際貿易政策，包括徵收增加的或新的關稅、配額或 貿易壁壘，可能會對我們或我們所服務的行業產生負面影響，包括由於相關的不確定性，並可能 對我們的業務、財務狀況、經營業績和現金流產生實質性的不利影響。

此外，我們的國際銷售可能是 因違反反洗錢和貿易制裁法以及類似的反腐敗和國際貿易而受到不利影響 法律。我們的分銷商、供應商、業務合作伙伴或我們的代理商的不當行爲，包括非法、欺詐或串通活動 可能會損害我們的品牌和聲譽，並對我們的業務和運營結果產生不利影響。並不總是能夠識別和識別 阻止這種不當行爲，而我們爲發現和防止這些活動而採取的預防措施可能並不有效。違反法律或 對此類違規行爲的指控，無論是在香港還是在我們的供應商所在的外國或我們的分銷商經營的地方， 可能會對我們的聲譽造成重大不利影響，擾亂我們的業務，並對我們的經營業績造成實質性不利影響， 現金流和財務狀況。我們的增長戰略在一定程度上取決於我們在全球擴張業務的能力。競爭 隨着我們的競爭對手擴大其全球業務，以及低成本的本地製造商擴大和改進其 生產能力。然而，某些市場可能具有更大的政治、經濟和貨幣波動性以及更大的脆弱性。 基礎設施和勞動力中斷，而不是更成熟的市場。如果我們不能成功地管理相關的政治、經濟、 監管風險、我們的產品銷售、財務狀況和經營結果可能會受到實質性和不利的影響。

不能保證我們的客戶 將繼續向我們下采購訂單。

我們所有客戶都下訂單 根據需要爲我們提供服務。我們通常與餐飲相關分銷商客戶簽訂分銷協議，期限爲 一年在合同期內，我們的餐飲相關分銷商客戶有權就每項產品向我們下訂單 我們的產品按單價計算，通常按分銷協議中規定的每公斤固定價格商定。那裏 不保證我們的餐飲相關分銷商客戶會與我們續簽具有類似條款的框架銷售協議， 條件

此外，我們所有的客戶都下了採購訂單 在我們需要的基礎上。不能保證我們的主要客戶將來會繼續向我們下訂單。 如果我們的任何主要客戶停止向我們下采購訂單，則通過 或要求更優惠的條款和條件、我們的業務、經營結果、財務狀況和未來前景 可能會受到不利影響。

我們的四個和三個最大的客戶 分別佔我們截至2023年12月31日和2022年12月31日的總收入的很大一部分。

我們的收入有很大一部分來自 來自數量有限的主要客戶，所有這些客戶都是我們的分銷商。在截至2022年12月31日的一年中，有四個客戶 每一項收入佔全年總收入的10%以上，合計約佔總收入的82.6% 就這一年而言。這四個客戶中有一個是我們的關聯方，我們與該關聯方的所有交易在 2022年12月31日。我們的前五大客戶是新豐(中國)有限公司，佔我們銷售額的37.4%，Channel Power Limited， 美容保健國際有限公司佔銷售額的17.7%，佔銷售額的15%，美容保健 健康國際電子商務有限公司，佔銷售額的12.5%；母親自然健康(香港)有限公司，佔 佔我們銷售量的9.4%。在截至2023年12月31日的一年中，有三個客戶各自創造了超過我們總收入的10% 在此期間，它們合計約佔我們銷售額的75.5%。截至年底，我們的三大客戶 2023年12月31日爲，母親自然健康(香港)有限公司，佔同期銷售額的34.5%，新豐(中國)有限公司， A One Marketing Limited佔我們銷售額的25.0%，佔我們銷售額的16.5%。

我們不能保證我們的任何主要客戶 今後將繼續向我們下訂單。這些分銷商或未來的任何其他大客戶可能會 由於其無法預料或控制的原因而影響我們的行爲，例如他們的財務狀況、業務戰略的變化 或運營、我們產品的感知質量以及競爭產品的可用性。不能保證我們的客戶 將繼續以與過去相同的數量或相同的條件購買其產品。我們的主要客戶很少提供 美國有堅定的、長期或短期的批量採購承諾。因此，我們的客戶可能會顯著減少或停止其業務 在沒有通知或沒有通知的情況下與我們合作，我們可能會有產品訂單有限的時期，同時仍會招致相關費用 負責員工隊伍維護、市場營銷等一般企業管理費用。我們可能找不到新客戶來補充其收入 在採購訂單減少或收回在此期間發生的固定成本的期間，這可能會對 對我們的業務、財務狀況和經營結果產生不利影響。如果這些主要客戶中的任何一個停止 向我們下采購訂單或減少他們向我們採購訂單的金額、我們的業務、經營結果、財務狀況 未來的前景可能會受到不利影響。

任何無法解決重大糾紛的情況 對於我們的任何主要客戶，我們的任何關鍵客戶的業務狀況(財務或其他方面)的變化，即使是無關的 對我們來說，或者對我們一個或多個最重要的分銷商的銷售額或預期銷售額的損失或減少可能會帶來負面影響 影響我們。這些大客戶可能尋求通過要求提高效率來利用他們的頭寸來提高他們的盈利能力， 更低的價格、更優惠的條款、更多的促銷支出，或者專門定製的產品或促銷產品，這可能 對我們的業務、經營結果和財務狀況有實質性的不利影響。減少對一個或多個主要產品的銷售 客戶可能會對我們的業務、財務狀況和運營結果產生實質性的不利影響。

我們依賴第三方分銷商來訂購 我們的產品進入市場，我們可能無法控制我們的分銷商。

我們的客戶主要包括 在食品和飲料行業的分銷商中，他們的最終客戶是豪華酒店和餐館。因爲我們基本上 通過分銷商銷售和分銷我們的產品，下列任何一種情況都可能導致我們收入的波動或下降 並可能對我們的財務狀況和經營業績造成重大不利影響：

我們可能無法成功地管理我們的 經銷商。如果我們的魚子醬產品對消費者的銷售量不能保持在令人滿意的水平，我們的經銷商可能會 不下或降低他們向我們下的採購訂單。對於國際市場，我們完全依賴第三方經銷商 才能接觸到終端客戶。我們在這些市場上的成功幾乎完全取決於我們的分銷商和物流以及 履行合作伙伴，我們對他們幾乎沒有控制權。如果總代理商或物流或履行合作伙伴未能履行其 合同服務，由於任何原因，我們可能會失去銷售，我們在該市場的競爭能力可能會受到不利影響。該事件的發生 這些因素中的任何一個都可能導致我們產品銷量的大幅下降，從而對我們的 財務狀況和經營結果。

產品污染和未達到 保持食品安全和一致的質量可能會對我們的品牌、業務和財務業績產生實質性和不利的影響。

食品安全和質量控制是最重要的 對我們的聲譽和業務非常重要，我們面臨着固有的食品污染風險和責任索賠。確保食品安全 和質量，我們已經建立了一套全面的標準和要求，涵蓋了我們供應鏈的每個方面，包括 採購、物流、倉儲到包裝，詳見「業務-質量控制」一節。然而， 由於我們的業務規模迅速增長，不能保證我們的質量控制系統將被證明是有效的 或者我們可以及時發現我們的質量控制系統中的任何缺陷。出售供人使用的產品 而消費涉及到最終消費者受傷或患病的風險。這種傷害可能是由於無意中貼錯標籤、篡改 未經授權的第三方、產品污染或變質、異物、物質、化學品或殘留物的存在 在包裝、儲存、搬運或運輸階段引入。任何我們未能發現或預防的食品污染都可能 對我們魚子醬產品的質量產生不利影響，這可能導致責任索賠，並由 有關部門。

Furthermore, any instances of food contamination or regulatory noncompliance, whether or not caused by our actions, could compel us, our suppliers, our distributor or our other customers, depending on the circumstances, to recall or withdraw products, suspend production of our products, or cease operations. in accordance with the laws and regulations in the jurisdictions in which we operate our business or distribute our products. Food recalls could result in significant losses due to their associated costs, the destruction of product inventory, lost sales due to the unavailability of the product for a period of time and potential loss of existing distributors or customers and a potential negative impact on our ability to attract new customers and maintain our current customer base due to negative consumer experiences or because of an adverse impact on our brand and reputation. In addition, as a caviar supplier, our product may be subject to targeted, large-scale tampering as well as to opportunistic, individual product tampering. Forms of tampering could include the introduction of foreign material, chemical contaminants and pathological organisms into consumer products as well as product substitution. Food business operators like us, or our distributors, must at all stages of production, sales and distribution within the businesses under their control ensure that foods satisfy the requirements of food related laws and regulations, in particular as to food safety. If we or our distributors do not adequately address the possibility, or any actual instance, of product tampering, we could face possible seizure or recall of our products and the imposition of civil or criminal sanctions, which could materially adversely affect our business, financial condition and results of operations.

Even if a situation does not necessitate a recall or market withdrawal, product liability claims might be asserted against us. While we are subject to governmental inspection and regulations and believe our facilities and those of our suppliers, supply-chain management company, logistic service providers, and the distributors will comply in all material respects with all applicable laws and regulations, there can be no assurance that our caviar supplier, logistic service provider, and distributors will always be able to adopt appropriate quality control systems and meet our quality control requirements in respect of the products or services they provide. Any failure of our caviar supplier, logistic service provider, or distributor to provide satisfactory products or services could harm our reputation and adversely impact our operations. If the consumption of any of our products causes, or is alleged to have caused, a health-related illness or death to a consumer, we may become subject to claims or lawsuits relating to such matters. Even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness or physical harm could cause consumers to lose confidence in the safety and quality of our products.

Furthermore, we currently do not maintain any product liability insurance and may not have adequate resources to satisfy a judgment in the event of a successful product liability claim against us. The successful assertion of product liability claims against us could result in potentially significant monetary damages and require us to make significant payments.

Our business depends to a significant extent upon general economic conditions, consumer demand, preferences and discretionary spending patterns.

Our success is, and will continue to be, dependent on our ability to select, source and sell quality caviar products. However, there is no assurance that we will always succeed in selecting and sourcing quality caviar supplies that cater to the preferences and needs of consumers or achieve anticipated sales at competitive prices.

As our caviar products are served at places such as menu-driven high-end restaurants, fine dining establishments, private clubs, hotels, caterers and specialty food stores, our business is significant exposed to the volatility of the general economic conditions and reductions in disposable income levels and discretionary consumer spending. Consumers’ willingness to purchase our caviar products may fluctuate as a result of changes in national, regional or global economic conditions, disposable income, discretionary spending, lifestyle choices, public perception of caviar, publicity of our caviar products or our competitors. Future economic conditions such as employment levels, business conditions, housing, interest rates, inflation rates, energy and fuel costs and tax rates could reduce consumer spending or change consumer purchasing habits. The demand for our caviar products may be adversely affected from time to time by economic downturns.

If the weak economy continues for a prolonged period of time or worsens, the consumers may choose to spend discretionary money less frequently which could result in a decline in consumers’ purchases of luxury food items, particularly in more expensive restaurants or more expensive food items, and, consequently, the businesses of our target customers by, among other things, reducing the frequency with which our customers’ customers choose to order luxury food items or the amount they spend on meals while dining out. If our customers’ sales decrease, our profitability could decline. Moreover, if the negative economic conditions persist for an extended period of time, consumers might ultimately make long-lasting changes to their discretionary spending behavior, including dining out less frequently on a permanent basis. Accordingly, adverse changes to consumer preferences or consumer discretionary spending, each of which could be affected by many different factors which are out of our control, could harm our business, financial condition or results of operations. Our continued success will depend in part upon our ability to anticipate, identify and respond to changing economic and other conditions and the impact that they may have on discretionary consumer spending. If we fail to successfully adapt our business strategy, brand image and product portfolio to changes in market trends or shifts in consumer preferences and spending patterns, our business, financial conditions and results of operations may be materially and adversely affected.

Failure to compete effectively may adversely affect our market share and profitability.

The industry we operate in is competitive with respect to, among other things, brand recognition, consistent quality, services and prices. Our competitors include a variety of regional, national and international caviar suppliers. Furthermore, new competitors may emerge from time to time, which may further intensify the competition. Increased competition may reduce our margins and market share and impact brand recognition, or result in significant losses. When we set prices, we have to consider how competitors have set prices for the same or similar products. When they cut prices or offer additional benefits to compete with us, we may have to lower our own prices or offer additional benefits or risk losing market share, either of which could harm our financial conditions and results of operations.

Some of our current or future competitors may have longer operating histories, greater brand recognition, better supplier relationships, larger customer bases, more comprehensive distribution network, better access to consumers, higher penetration in certain regions or greater financial, technical or marketing resources than we do. In addition, some of our competitors may be able to secure more favorable terms from suppliers, devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing policies and devote substantially more resources to secure more caviar supplies or to their digitalized supply chain management system. We cannot assure you that we will be able to compete successfully against current or future competitors, and competitive pressures may have a material and adverse effect on our business, financial conditions and results of operations.

Our ability to effectively compete will depend on various factors, including expansion of our global market presence, enhancement of our sales and marketing activities, expansion of product portfolio and customer base. Failure to successfully compete may prevent us from increasing or sustaining our revenue and profitability and potentially lead to a loss of market share, which could have a material and adverse effect on our business, financial conditions and results of operations.

Our business depends significantly on the market recognition of our trademarks and brand names. Any damage to our trademarks, brand names or reputation, or any failure to effectively promote our brands, could materially and adversely impact our business and results of operations.

We believe that the market recognition of our trademarks and brand names among our customers have contributed significantly to the growth and success of our business. Therefore, maintaining and enhancing the recognition and image of our brands is critical to our ability to differentiate our caviar products and to compete effectively. Nevertheless, whether we are able to maintain and enhance the recognition and image of our brands is subject to our ability in:

In the event consumers perceive or experience a reduction in the quality of our products or service, or consider in any way that we fail to deliver quality products consistently, our brand value could suffer, which could have a material and adverse effect on our business.

Furthermore, our established brand recognition may attract imitators who intentionally use highly similar trademarks, trade names and/or logos with ours to mislead potential consumers, which may significantly harm our reputation and brand image, thereby causing a decline in our financial performance, reduction in our market share, as well as an increase in the amount of resources for our anti-counterfeiting efforts. We cannot assure you that our measures will provide effective prevention and any infringement act could adversely affect our reputation, results of operations and financial condition.

We may not be able to adequately protect our intellectual properties, or we may be subject to intellectual property infringement claims or other allegations by third parties, either of which could adversely affect our business and operations.

We rely on a combination of trademarks, copyrights, trade secrets and other intellectual property laws to protect our trademarks, copyrights, trade secrets and other intellectual property rights. As at the date of this prospectus, we have registered trademarks in Hong Kong, Macau and the PRC, respectively.

We cannot ensure that third parties will not infringe our intellectual property rights. We may, from time to time, have to initiate litigation, arbitration or other legal proceedings to protect our intellectual property rights. Regardless of the judgment, such process would be lengthy and costly as well as divert management’s time and attention, thereby resulting in material and adverse impacts on our business, financial conditions and results of operations.

Conversely, there is also a risk that third parties may bring a claim against us for infringing their intellectual property rights, thereby requiring us to defend or settle any related intellectual property infringement allegations or disputes. Defending against such claims could be costly, and if we are unsuccessful in defending such claims, we may be prohibited from continuing to use such proprietary information in the future, or may be compelled to pay damages, royalties or other expenses for the use of such proprietary information. Any of the above could negatively affect our sales, profitability, business operations and prospects.

Failure by our supply chain service or transportation providers or distributors to deliver our raw materials to us or our products to customers on time or at all could result in lost sales.

Historically and as of the date of prospectus, we have engaged Sunfun (China) Limited (“Sunfun China”), a supply chain management company in Hong Kong as the principal transportation provider for the delivery of finished products to our distributors and the shipment of caviar to our food processing factory through cold-chain. Our utilization of the third-party supply chain and transportation services is subject to risks, including the effects of health epidemics or pandemics or other contagious outbreaks, such as the COVID-19 pandemic, any shortage of drivers and workers, increases in fuel prices, which would increase our shipping costs, employee strikes, labor shortages, failure to meet customer standards, and severe weather conditions and natural disasters such as fires, floods, typhoon, storms, or earthquakes. These risks may impact the ability of Sunfun China or other supply chain and transportation services providers to provide logistics and transportation services that adequately meet our shipping needs. If Sunfun China or other supply chain and transportation services providers were to fail to deliver raw materials to us in a timely manner, or fail to deliver our products to our customers in a timely manner, we might be unable to meet customer and consumer demands for our products.

Furthermore, notwithstanding we have implemented comprehensive set of operation manual and technical protocols with respect to temperature, hygiene and physical conditions for caviar in transit, we cannot assure you that Sunfun China or any other supply chain management company we may engage would follow strictly, and the services provided by the supply chain management company may be interrupted, suspended or cancelled due to unforeseen events, which could cause the rotting of our caviar products and increase our loss rate.

Although we do not rely on Sunfun China for transportation services, and Sunfun China’s transportation and supply chain services is provided on an as-needed basis, Sunfun has been historically and currently responsible for a significant portion of our shipping needs. Any disruption in our relationship with Sunfun China or the ability of Sunfun China to fulfill its services could affect our business. We may change to other third-party transportation providers at any time, but we could incur costs and expend resources in connection with such change, and we may not be able to obtain terms as favorable as those we receive from Sunfun China, which in turn would increase our costs and adversely affect our business. Any failure of Sunfun China or other third-party transportation provider to deliver raw materials or finished products in a timely manner could harm our reputation, negatively impact our customer relationships, and have a material adverse effect on our financial condition or results of operations.

For our international markets, we depend exclusively on the distributors to reach our customers. Our success in these markets depends entirely upon the efforts of our distributors and their logistics and fulfillment services supplier, over whom we have no control. If a distributor or logistics or fulfillment service provider, fails to fulfill its contracted services, for any reason, we could lose sales and our ability to compete in that market may be adversely affected.

Our caviar products are processed in our single food processing facility and any damage to or disruption at this facility would materially and adversely affect its business, financial condition and results of operations.

We process substantially all of our products at a single food processing factory leased from and operated by Sunfun China, the supply chain management service provider we have engaged since 2021. Any facility disruption, equipment failures, natural disaster, fire, power interruption, pandemic, work stoppage (such as due to a COVID-19 outbreak or otherwise), regulatory or food safety issue or other problem at this facility would significantly disrupt our ability to process and deliver our products and operate its business. The facility and equipment is costly and may require substantial time to replace or repair if necessary. During such time, we may not be able to find suitable factory to replace the output from our facility on a timely basis or at a reasonable cost, if at all. We may also experience facility shutdowns or periods of reduced production because of regulatory issues, equipment failure or delays in deliveries. Any such disruption or unanticipated event may cause significant interruptions or delays in our business. Any disruption in the operation of our facility, or damage to a material amount of our equipment or inventory, would materially and adversely affect our business, financial condition and results of operations.

We do not own any real properties. The lease agreement for our food processing factory has a term of 18 months and may be renewed upon mutual agreement. The current lease with Sunfun China commenced from February 11, 2023 and until September 10, 2024. There is no assurance that such tenancy agreement will not be terminated before its expiration or will be renewed on commercially favorable terms. In the event that the tenancy agreement is terminated or not renewed, our business and operation may be interrupted and adversely affected as we will have to relocate our food processing factory to other premises. In the event that we fail to relocate our food processing factory to suitable alternative premises in a timely manner or at all, our business operations, financial position, results of operations and reputation would be adversely affected. Even if we are able to relocate our food processing factory to an alternative premises, such relocation will incur relocation costs, which may be substantial and in turn adversely affect our financial conditions. Besides, in the event that our rental expenses for the food processing factory increase, our operating expenses will increase which will in turn materially and adversely affect our business, results of operations and prospects.

We currently rely on third-party supply chain management company to operate the food processing factory and provision of labor for product packaging. Any failure to adequately store, maintain and deliver our products could materially adversely affect our business, reputation, financial condition, and operating results.

Our ability to adequately process, store, maintain, and deliver our caviar products is critical to our business. We contract with third-party supply chain management company, to operate of our food processing factory and to provide labor for packaging and delivery services for our products. As of the date of Prospectus, we have contracted Sunfun China to operate the aforesaid activities on our behalf. In order to maintain the quality, safety and freshness of our caviar products, the food processing factory is equipped with temperature control system that mandates a prescribed temperature range. Any unexpected and adverse changes in the optimal storage conditions of our food processing factory may expedite the deterioration of such products and in turn heighten the risk of inventory obsolescence or exposure to litigation matters. Any failure by Sunfun China or the third-party supply chain management business partner to adequately store, maintain, or transport our products could negatively impact the safety, quality and merchantability of our products and the experience of our customers. The occurrence of any of these risks could materially adversely affect our business, reputation, financial condition, and operating results. In the event of extended power outages, labor disruptions, natural disasters or other catastrophic occurrences, failures of the temperature control system systems in the food processing factory, warehouses or delivery vehicles, or other circumstances, our inability to store inventory at the controlled temperatures could result in significant product inventory losses, as well as increased risk of food-borne illnesses and other food safety incidents.

Further, we rely on the supply chain management company for the provision of labor for carrying out product packaging at our food processing factory. There is no guarantee that the supply chain management company will be able to supply stable labor force or continue to supply labor at fees acceptable to us or our relationship with them could be maintained in the future. Any disruption, delay or inability of the supply chain management company in supplying processing labor to us may materially and adversely affect our business, results of operations, financial conditions and prospects.

There is no assurance that the quality of works provided by the processing labor from the supply chain management company can fulfil the requirements of us or our customers. We may not be able to monitor the performance of the processing staff supplied by the supply chain management company as directly and efficiently as with our own labor, thereby exposing us to the risks associated with non-performance, late performance or sub-standard performance of the processing staff. Since we remain accountable to our customers for the performance of the processing staff, we may incur additional costs or be subject to liability under the relevant contracts between us and our customers for the processing staff’s unsatisfactory performance, thereby resulting in material adverse impacts on our reputation, business operation and financial position.

Failure to maintain and renew the food factory license for our food processing factory premises may materially and adversely our business and results of operations.

Pursuant to section 31(1) of the Food Business Regulation (Chapter 132X of the Laws of Hong Kong) (“FBR”), no person shall carry on or cause, permit or suffer to be carried on any food factory business except under and in accordance with a food factory license from the Food and Environmental Hygiene Department of Hong Kong (the “FEHD”), which is required for the food business involving the preparation of food for sale for human consumption off the premises.

The FEHD may grant a provisional food factory license to a new applicant who has fulfilled the basic requirements in accordance with the FBR pending fulfilment of all outstanding requirements for the issue of a full food factory license. A provisional food factory licenses is valid for a period of six months or lesser and a full food factory license is valid generally for a period of one year, both subject to payment of the prescribed license fees and continuous compliance with the requirements under the relevant legislation and regulations. A provisional food factory license is renewable once and a full food factory license is renewable annually.

We have leased a food processing factory located in Tsuen Wan, Hong Kong from the supply chain management company for carrying out the packaging and labelling of our caviar products. The food processing factory has obtained a full food factory license from the Food and Environmental Hygiene Department of Hong Kong which is essential for food business involving the preparation of food for sale for human consumption off the premises. The license is valid for one year from April 18, 2024 to April 17, 2025, subject to further renewal. In compliance with the FBR, we rely on the landlord of our food processing factory premises to apply for, maintain and renew the food factory license from the FEHD for the operation of our food processing factory premises. There is no assurance that our food processing factory premises will obtain the required food factory license. If we or the landlord fails to comply with the applicable requirements or any required conditions, the food factory license may be suspended, cancelled or denied renewal upon its expiry, which could result in disruption to our ongoing business and thereby materially and adversely affect our business, financial position, results of operations and prospects. We may also be liable to fines and/or other legal consequences for failure to obtain the necessary approvals, licenses and permits, which may materially and adversely affect our business and results of operations.

Failure to manage our inventory effectively could increase our loss rate, lower our profit margins, or cause us to lose sales, either of which could have a material adverse effect on our business, financial conditions and results of operations.

Managing our inventory effectively is critical to the success of our business. Since caviar is perishable in nature, if we fail to manage our inventory effectively, we may be subject to a heightened risk of inventory obsolescence, a decline in inventory values, and significant inventory write-downs or write-offs. Moreover, we may be required to lower sale prices in order to reduce inventory level, which may lead to lower gross margins. These factors may materially and adversely affect our results of operations and financial conditions. Further, we are exposed to inventory risks as a result of a variety of factors beyond our control, including changes in consumer preferences or economic conditions, uncertainty of market acceptance of new caviar products, etc. We cannot assure you that there will not be under-stocking or over-stocking of inventory.

We are subject to credit risk in relation to the collectability of our trade receivables from customers.

We generally grant a credit period of 30 to 60 days to our customers. We cannot assure you that our customers will make payment in full to us on a timely basis. Delays in receiving payments from or non-payment by our customers may result in pressure on our cash flow position and our ability to meet our working capital requirements. Our liquidity and cash flows from operations may be materially and adversely affected if our collection periods lengthen further or if we encounter any material defaults of payment, or provisions for impairment, of our trade receivables from customers. Should these events occur, we may be required to obtain working capital from other sources, such as from third-party financing, in order to maintain our daily operations, and such financing from outside sources may not be available at acceptable terms or at all.

We may not be able to maintain our historical growth rates or gross profit margins, and our operating results may fluctuate significantly. If our results fall below market expectations, the trading price of our Ordinary Shares may be affected.

We have experienced significant growth in our revenue and gross profit in the past years. We cannot assure you that we will be able to maintain our revenue growth or gross profit margins at historical levels, or at all. Moreover, our operating results may fluctuate significantly as a result of numerous factors, many of which are outside of our control. These factors include, among others:

Any negative publicity regarding our Company, management team, employees or products, regardless of its veracity, could adversely affect our business.

As a fast-growing supplier of luxury caviar products, our image is highly relevant to the public’s perception of us as a business in entirety, which includes not only the quality, safety and competitiveness of our products, but also our corporate management and culture. We cannot guarantee that no one will, intentionally or incidentally, distribute information about us, especially regarding the quality and safety of our products or our internal management matters, which may result in negative perception of us by the public. Any negative publicity about us, management team, employees or products, regardless of veracity, could lead to potential loss of consumer confidence or difficulty in retaining or recruiting talent that is essential to our business operations. As a result, our business, financial conditions, results of operations, reputation and prospects may be materially and adversely affected.

We may incur higher costs in connection with our branding and marketing efforts, and some marketing campaigns may not be effective in attracting or retaining consumers.

We are dedicated to enhancing our brand awareness. As part of our sales and marketing efforts, we have proactively participated in food expo and set up pop-up stores across the world. We have also collaborated with famous food bloggers and used different online platforms and media coverage to promote and strengthen the publicity of our products. We regularly invite chefs of notable hotels and restaurants to our tasting events. However, we cannot guarantee that our marketing efforts will be well received by customers and result in higher sales. In addition, marketing trends and approaches in the caviar market are evolving, which requires us to enhance our marketing approaches and experiment with new marketing methods to keep pace with industry developments and consumer preferences. Failure to refine our marketing approaches or to adopt new, more cost-effective marketing techniques could negatively affect our business, growth prospects and results of operations.

We have limited insurance to cover our potential losses and claims.

We purchase and maintain insurance policies that we believe are customary with the standard commercial practice in our industry and as required under the relevant laws and regulations. However, we cannot guarantee that our insurance policies will provide adequate coverage for all the risks in connection with our business operations. Consistent with customary practice in the caviar industry, we do not carry any business interruption, product liability, or litigation insurance. If we were to incur substantial losses and liabilities that are not covered by our insurance policies, we could suffer significant costs and diversion of our resources, which could have a material and adverse effect on our financial conditions and results of operations. We may be required to bear our losses to the extent that our insurance coverage is insufficient.

We are subject to risks relating to litigation and disputes, which could adversely affect our business, prospects, results of operations and financial conditions, and may face significant liabilities as a result.

We may be subject to litigation, disputes or claims of various types brought by our competitors, suppliers, customers, employees, business partners, lenders or other third parties. We cannot assure you that we will not be subject to disputes, complaints or legal proceedings in the future, which may damage our reputation, evolve into litigations or otherwise have a material adverse impact on our reputation and business.

Should any future claims against us fall outside the scope and/or limit of insurance coverage, our financial position may be adversely affected. Regardless of the merits, legal proceedings can be time-consuming and costly, and may divert our management’s attention away from our business operation, thereby adversely affecting our business operation and financial position. Legal proceedings which result in unfavorable judgment against us may cause financial losses and damages to our reputation, thereby materially and adversely affecting our business, financial position, results of operations and prospect.

Our business and reputation may be affected by product liability claims, litigation, complaints or adverse publicity in relation to our products.

As the caviar products we sell are for human consumption, there is an inherent health risk which may result from tampering by unauthorized third parties, or product contamination or degeneration, including the presence of foreign contaminants, chemicals, substances or other agents or residues during the various stages of farming, processing and transportation.

Litigation and complaints from consumers or government authorities concerning product quality, health or other issues may affect our industry as a whole and may cause consumers to avoid consuming the caviar products that we sell. Any litigation or adverse publicity surrounding any of these allegations may negatively affect our businesses, regardless of whether the allegations are true, thereby discouraging consumers from buying our products. We may also become party to various other lawsuits, claims, and other legal proceedings arising in the normal course of business, which may include lawsuits, claims, or other legal proceedings relating to the marketing and labeling of products or brand, intellectual property, contracts, product recalls or withdrawals, employment matters, environmental matters, or other aspects of our business. Even when lawsuits, claims, and other legal proceedings are not merited, the defense of lawsuits and claims divert the attention of management and other personnel and may result in adverse publicity about our products and brand, and we may incur significant expenses in defending these lawsuits and claims. In connection with claims, litigation or other legal proceedings, we may be required to pay damage awards or settlements or become subject to injunctions or other equitable remedies, which could have a material adverse effect on our financial position, cash flows, or results of operations. Certain claims may not be covered by insurance or certain covered claims may exceed applicable coverage limits, or one or more of our insurance carriers could become insolvent. The outcome of litigation is often difficult to predict and the outcome of pending or future litigation may have a material adverse effect on our financial position, cash flows, or results of operations. Adverse publicity about regulatory or legal action against us or adverse publicity about our products (including the resources needed to produce them) could damage our reputation and brand image, undermine consumer confidence, and reduce demand for our products, even if the regulatory or legal action is unfounded or not material to our operations or even if the adverse publicity regarding our products is unfounded.

Moreover, unfavorable studies or media reports (including those regarding the health impact of caviar) may have a negative impact on the public perception of caviar, whether or not the claims are accurate. We cannot guarantee that our products will not cause any health-related illnesses or injury in the future, or that we will not be subject to claims or litigation relating to such matters. If any of the above were to occur, our sales could be negatively impacted, which could have a material and adverse effect on our business, financial conditions, results of operation and prospects.

We may not be able to obtain finance from time to time to fund our operations and maintain growth.

In order to fund our operations and maintain our growth or expand our business, we may need to obtain future funding including equity financing or banking facilities from our banks from time to time. However, we may face the limitation of not having sufficient amount of security or pledge to secure additional debt financing. Further, there may be occasions where we are unable to obtain financing at commercial terms favorable or acceptable to us or at all. If these circumstances arise, our business, results of operations, and growth could be compromised.

Our growth prospects may be limited if we do not successfully implement our future plans and growth strategy.

Our growth is based on assumptions of future events which include (a) the continuous growth in the caviar industry; (b) our ability in further expanding our global market presence; (c) our ability in strengthening our sales and marketing activities; (d) expansion in our sources of caviar as well as product portfolio; and (e) expansion in our customer base. Furthermore, our future business plans may be hindered by other factors that are beyond our control, such as competition within the caviar industry and market conditions. Therefore, there is no assurance that any of our future business plans will materialize within the planned timeframe, or that our objectives will be fully or partially accomplished.

Our prospects must be considered in light of the risks and challenges which we may encounter in various stages of the development of our business. If the assumptions which underpin our future plans prove to be incorrect, our future plans may not be effective in enhancing our growth, in which case our business, financial conditions and results of operations may be adversely affected.

We may grow, in part, through acquisitions, which involve various risks, and we may not be able to identify or acquire companies consistent with our growth strategy or successfully integrate acquired businesses into our operations.

We may intend to pursue opportunities to expand our business by acquiring other companies in the future. Acquisitions involve risks, including those relating to:

Acquisitions also may affect our short-term cash flow and net income as we expend funds, potentially increase indebtedness and incur additional expenses. If we are not able to identify or acquire companies consistent with our growth strategy, or if we fail to successfully integrate any acquired companies into our operations, we may not achieve anticipated increases in revenue, cost savings and economies of scale, our operating results may actually decline and acquired goodwill and intangibles may become impaired.

We are dependent on our senior management team and other key employees, and the loss of any such personnel could materially and adversely affect our business, operating results and financial conditions.

We believe that our performance and success is, to a certain extent, attributable to the extensive industry knowledge and experience of our key executives and personnel. Our continued success is dependent, to a large extent, on the ability to attract and retain the services of the key management team. However, competition for key personnel in our industry is intense. We may not be able to retain the services of our directors or other key personnel, or attract and retain high-quality personnel in the future. If any of our key personnel departs from us, and we are not able to recruit a suitable replacement with comparable experience to join us on a timely basis, our business, operations and financial conditions may be materially and adversely affected.

Acts of God, acts of war, epidemics and other disasters could materially and adversely affect our business.

Our business is subject to the general and social conditions in Hong Kong, the PRC and other jurisdictions in or to which our caviar products are grown, produced, distributed or consumed. Natural disasters, epidemics, acts of God and other disasters that are beyond our control could adversely affect the economy, infrastructure and livelihood of the people of such jurisdictions. Our business, results of operations and financial conditions could be adversely affected if these natural disasters occur. Moreover, political unrest, wars and terrorist attacks may cause damage or disruption to us, our employees, suppliers or customers, any of which could adversely affect our business, results of operations, financial conditions or share price. Potential war or threat of terrorist attacks may also cause uncertainty and cause our business to suffer in ways that we cannot currently predict. We cannot control the occurrence of these catastrophic events and our business operations will at the times be subject to the risks of these uncertainties.

Any future occurrence of force majeure events, natural disasters or outbreaks of contagious diseases, including the COVID-19 outbreak, may materially and adversely affect our business, financial conditions and results of operations.

Any future occurrence of force majeure events, natural disasters or outbreaks of epidemics and contagious diseases, including avian influenza, severe acute respiratory syndrome, H1N1 influenza, Ebola virus and the recent COVID-19 outbreak in Hong Kong, the PRC and other jurisdictions in or to which our caviar products are grown, produced, distributed or consumed may materially and adversely affect our business, financial conditions and results of operations. An outbreak of an epidemic or contagious disease or other adverse public health developments in the world could result in a widespread health crisis and restrict the level of business activities in affected areas, which may, in turn, materially and adversely affect our business.

Since late 2019, the outbreak of a novel strain of coronavirus named COVID-19 has resulted in a high number of fatalities and materially and adversely affected the global economy. Widespread lockdowns, closure of work places, restrictions on mobility and travel were implemented by governments of different countries to contain the spread of the virus.

We cannot assure you that any future occurrence of natural disasters or outbreaks of epidemics and contagious diseases, or the measures taken by the government of different countries in response to such contagious diseases will not seriously disrupt our operations or those of our customers or suppliers, which may materially and adversely affect our business, financial conditions and results of operations.

Technology failures or security breaches could disrupt our operations and negatively impact our business.

In the normal course of business, we rely on information technology systems to process, transmit, and store electronic information. For example, we utilize information technology to communicate with the supplier, logistic services provider, and distributors, and to manage our production and distribution facilities and inventory. Information technology systems are also integral to the reporting of our results of operations. Furthermore, a significant portion of the communications between, and storage of personal data of, our personnel, customers, and suppliers depend on information technology, including social media platforms.

Our information technology systems may be vulnerable to a variety of interruptions due to events beyond our control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers, and other security issues. These events could compromise our confidential information, impede, or interrupt our business operations, and may result in other negative consequences, including remediation costs, loss of revenue, litigation and reputational damage. Furthermore, if a breach or other breakdown results in disclosure of confidential or personal information, we may suffer reputational, competitive and/or business harm. While we have implemented administrative and technical controls and taken other preventive actions to reduce the risk of cyber incidents and protect our information technology, they may be insufficient to prevent physical and electronic break-ins, cyber-attacks, or other security breaches to our computer systems, which could have a material adverse effect on our business, financial condition or results of operations.

Failure to comply with cybersecurity, data privacy, data protection, or any other laws and regulations related to data may materially and adversely affect our business, financial condition, and results of operations.

We may be subject to a variety of cybersecurity, data privacy, data protection, and other laws and regulations related to data, including those relating to the collection, use, sharing, retention, security, disclosure, and transfer of confidential and private information, such as personal information and other data. These laws and regulations, such as the Data Protection Act (As Revised) of the Cayman Islands, apply not only to third-party transactions, but also to transfers of information within our organization, which relates to our investors, employees, contractors and other counterparties. These laws and regulations may restrict our business activities and require us to incur increased costs and efforts to comply, and any breach or non-compliance may subject us to proceedings against us, damage our reputation, or result in penalties and other significant legal liabilities, and thus may materially and adversely affect our business, financial conditions, and results of operations.

Fluctuations in exchange rates could result in foreign currency exchange losses, which may adversely affect our financial conditions, results of operations and cash flows.

We sourced our caviar from the PRC, hence a substantial portion of our purchases were denominated in RMB. Meanwhile, the sales to our customers were billed and settled in HKD. Therefore, we are exposed to foreign exchange risks. The value of HKD against RMB and other currencies may fluctuate and is affected by, among other factors, the policies of the PRC government and changes in the PRC’s and international political and economic conditions. As we did not enter into any formal hedging policy, foreign currency exchange contracts or derivative transactions, we are exposed to foreign currency fluctuations. Any appreciation or depreciation of RMB relative to HKD would affect our financial results.

Further, it is difficult to predict how market forces or Hong Kong, Mainland China, the U.S. or other government policies may impact the exchange rate among HKD, RMB, USD and other currencies in the future. Moreover, fluctuation in the exchange rate will affect the relative value of earnings from and the value of any foreign currency-denominated investments we make in the future. Should we face significant volatility in these foreign exchange rates and we cannot procure any specific foreign exchange control measures to mitigate such risks, our results of operations and financial performance shall be adversely affected.

We may be affected by the currency peg system in Hong Kong.

Since 1983, Hong Kong dollars have been pegged to the US dollars at the rate of approximately HKD7.8 to USD1.0. We cannot assure you that this policy will not be changed in the future. If the pegging system collapses and HKD suffer devaluation, the HKD cost of our expenditures denominated in foreign currency may increase. This would in turn adversely affect the operations and profitability of our business.

Risks Related to Our Corporate Structure

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated in the Cayman Islands.

We are an exempted company incorporated under the laws of the Cayman Islands. We conduct our operations outside the United States and substantially all of our assets are located outside the United States. In addition, substantially all of our directors and executive officers named in this prospectus reside outside the United States, and most of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon our Directors or officers or to enforce judgments obtained in the United States courts against our Directors and officers. For further information regarding the relevant laws of the Cayman Islands and Hong Kong, please refer to the section titled “Regulations”.

Our corporate affairs are governed by our memorandum and articles of association (as may be amended from time to time), the Companies Act (Revised) of the Cayman Islands (the “Companies Act”) and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our Directors to us under the Cayman Islands laws are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the English common law, which has persuasive, but not binding authority, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under the Cayman Islands laws may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

We have been advised by our Cayman Islands legal counsel, Ogier, that there is uncertainty as to whether the courts of the Cayman Islands would:

There is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign judgment, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment:

Subject to the above limitations, in appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions.

Shareholders of Cayman Islands companies like us have no general rights under the Cayman Islands laws to inspect corporate records, other than the memorandum and articles of association and any special resolutions passed by such companies, and the registers of mortgages and charges of such companies or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our memorandum and articles of association (as may be amended from time to time) to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. Currently, we do not plan to rely on home country practice with respect to our corporate governance. However, if we choose to follow the Cayman Islands’ practice in the future, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of our board of directors, or our Controlling Shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in the United States and their shareholders, please refer to the section titled “Description of Share Capital — Differences in Corporate Law”.

Cayman Islands economic substance requirements may have an effect on our business and operations.

Pursuant to the International Tax Cooperation (Economic Substance) Act, 2018 of the Cayman Islands, or the ES Act, that came into force on January 1, 2019, a “relevant entity” is required to satisfy the economic substance test set out in the ES Act. A “relevant entity” includes an exempted company incorporated in the Cayman Islands as is our Company. Based on the current interpretation of the ES Act, we believe that our Company is a pure equity holding company since it only holds equity participation in other entities and only earns dividends and capital gains. Accordingly, for so long as our Company is a “pure equity holding company”, it is only subject to the minimum substance requirements, which require us to (i) comply with all applicable filing requirements under the Companies Act; and (ii) has adequate human resources and adequate premises in the Cayman Islands for holding and managing equity participations in other entities. However, there is no assurance that we will not be subject to more requirements under the ES Act. Uncertainties over the interpretation and implementation of the ES Act may have an adverse impact on our business and operations.

We rely on dividends and other distributions on equity paid by our subsidiary to fund any cash and financing requirements we may have. In the future, funds may not be available to fund operations or for other use outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or our subsidiary by the PRC government to transfer cash. Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Ordinary Shares or cause them to be worthless.

We are a holding company incorporated in the Cayman Islands, and we rely on dividends and other distributions on equity paid by our subsidiary for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. We do not expect to pay cash dividends in the foreseeable future. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. If any of the Operating Subsidiaries incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. See “Dividend Policy” for more information.

We do not expect to pay cash dividends in the foreseeable future. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. If our Operating Subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. The PRC laws and regulations do not currently have any material impact on transfers of cash from Top Wealth Group Holding Limited to our subsidiaries or from our subsidiaries to TW Cayman, our shareholders and U.S. investors. However, the Chinese government may, in the future, impose restrictions or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from the other entities within our organization, or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our subsidiary in Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measured could materially decrease the value of our Ordinary Shares, potentially rendering them worthless.

Risks Related to our Ordinary Shares

We are selling this offering without an underwriter and may be unable to sell any shares.

This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the Ordinary Shares. We intend to sell the Ordinary Shares through Mr. Kim Kwan Kings, WONG, our Chairman of Board of Directors and Chief Executive Officer, to sell the shares directly to the public, with no commission or other remuneration payable to any of them for any shares that are sold by them. They will offer the shares to friends, relatives, acquaintances and business associates, however, there is no guarantee that they will be able to sell any of the shares. None of our officers and directors have any experience conducting a best efforts offering, which decreases the likelihood that the Offering will be successful.

Short selling may drive down the market price of our Ordinary Shares.

Short selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention of buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the shares to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These short attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity, whether such allegations are proven to be true or untrue, we would have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.

 Our management has broad discretion to determine how to use the funds raised in this offering and may use them in ways that may not enhance our results of operations or the price of our Ordinary Shares.

To the extent (i) we raise more money than required for the purposes explained in the section titled “Use of Proceeds” or (ii) we determine that the proposed uses set forth in that section are no longer in the best interests of our Company, we cannot specify with any certainty the particular uses of such net proceeds that we will receive from our public offering. Our management will have broad discretion in the application of such net proceeds, including working capital, possible acquisitions, and other general corporate purposes, and we may spend or invest these proceeds in a way with which our shareholders disagree. The failure by our management to apply these funds effectively could harm our business and financial condition, fail to improve our results of operations, and/or fail to enhance the market price of our Ordinary Shares. Pending their use, we may invest the net proceeds from our public offering in a manner that does not produce income or that loses value. As of the date of this prospectus, our management has not determined the types of businesses that the Company will target or the terms of any potential acquisition.

Our Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditor. The delisting of our Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law on December 29, 2022, amending the HFCAA to require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.

On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply a minimum offering size requirement for companies primarily operating in a “Restrictive Market”, (ii) adopt a new requirement relating to the qualification of management or board of directors for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.

On May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act (“HFCAA”), requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national securities exchange or in the over-the-counter trading market in the U.S. On December 2, 2020, the U.S. House of Representatives approved the HFCAA. On December 18, 2020, the HFCAA was signed into law.

On March 24, 2021, the SEC announced that it had adopted interim final amendments to implement congressionally mandated submission and disclosure requirements of the HFCAA. The interim final amendments will apply to registrants that the SEC identifies as having filed an annual report on Forms 10-K, 20-F, 40-F or N-CSR with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in that jurisdiction. The SEC will implement a process for identifying such a registrant and any such identified registrant will be required to submit documentation to the SEC establishing that it is not owned or controlled by a governmental entity in that foreign jurisdiction, and will also require disclosure in the registrant’s annual report regarding the audit arrangements of, and governmental influence on, such a registrant.

On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which was signed into law on December 29, 2022, amending the HFCAA and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years.

On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.

On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions, which determinations were vacated on December 15, 2022.

On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “SOP”) with the China Securities Regulatory Commission and the Ministry of Finance of China. The SOP, together with two protocol agreements governing inspections and investigations (together, the “SOP Agreement”), establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law.

On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong completely in 2022. The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our auditor’s control. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and is making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed.

Our auditor, Onestop Assurance PAC, the independent registered public accounting firm that issues the audit report for the fiscal years ended December 31, 2023 and 2022, is currently subject to PCAOB inspections and the PCAOB is able to inspect our auditor. Onestop Assurance PAC, headquartered in Singapore, has been inspected by the PCAOB on a regular basis. Our auditor is not headquartered in mainland China or Hong Kong and was not identified in this report as a firm subject to the PCAOB’s determination. Therefore, we believe that, as of the date of this prospectus, our auditor is not subject to the PCAOB determinations.

Our ability to retain an auditor subject to PCAOB inspection and investigation, including but not limited to inspection of the audit working papers related to us, may depend on the relevant positions of U.S. and Chinese regulators. With respect to audits of companies with operations in China, such as the Company, there are uncertainties about the ability of our auditor to fully cooperate with a request by the PCAOB for audit working papers in China without the approval of Chinese authorities. Whether the PCAOB will be able to conduct inspections of our auditor, including but not limited to inspection of the audit working papers related to us, in the future is subject to substantial uncertainty and depends on a number of factors out of our, and our auditor’s, control. If our shares and shares are prohibited from trading in the United States, there is no certainty that we will be able to list on a non-U.S. exchange or that a market for our shares will develop outside of the United States. Such a prohibition would substantially impair your ability to sell or purchase our shares when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our shares. Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects.

The trading price of our Ordinary Shares may be volatile, which could result in substantial losses to you.

From the closing of our initial public offering on April 18, 2024 to [*], 2024, the trading price of our Ordinary Shares has ranged from $3.9700 to $[*] per Ordinary Share. The trading price of our Ordinary Shares can be volatile and could fluctuate widely due to factors beyond our control. This may happen due to broad market and industry factors, such as performance and fluctuation in the market prices or underperformance or deteriorating financial results of other listed companies based in Hong Kong and Mainland China. The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading price of their securities. The trading performances of other Hong Kong and Chinese companies’ securities after their offerings may affect the attitudes of investors towards Hong Kong-based, U.S.-listed companies, which consequently may affect the trading performance of our Ordinary Shares, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or matters of other Hong Kong and Chinese companies may also negatively affect the attitudes of investors towards Hong Kong and Chinese companies in general, including us, regardless of whether we have conducted any inappropriate activities. Furthermore, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, which may have a material and adverse effect on the trading price of our Ordinary Shares.

In addition to the above factors, the price and trading volume of our Ordinary Shares may be highly volatile due to multiple factors, including the following:

Any of these factors may result in large and sudden changes in the volume and price at which our Ordinary Shares will be traded.

Recently, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number of recent initial public offerings, especially among companies with relatively smaller public floats. As a relatively small-capitalization company with relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial conditions or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.

In addition, if the trading volumes of our Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Ordinary Shares. This low volume of trades could also cause the price of our Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Ordinary Shares. A decline in the market price of our Ordinary Shares also could adversely affect our ability to issue additional shares of Ordinary Shares or other securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Ordinary Shares will develop or be sustained. If an active market does not develop, holders of our Ordinary Shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial conditions and results of operations.

Our Ordinary Shares may be thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

When our Ordinary Shares are trading on Nasdaq, our Ordinary Shares may be “thinly-traded”, meaning that the number of persons interested in purchasing our Ordinary Shares at or near bid prices at any given time may be relatively small or non-existent. This situation may be attributable to a number of factors, including the fact that we are relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and might be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we become more seasoned. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. Broad or active public trading market for our Ordinary Shares may not develop or be sustained.

If securities or industry analysts do not publish or publish inaccurate or unfavorable research about our business, or if they adversely change their recommendations regarding our Ordinary Shares, the market price for our Ordinary Shares and trading volume could decline.

The trading market for our Ordinary Shares will depend in part on the research and reports that securities or industry analysts publish about us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who covers us downgrades our Ordinary Shares or publishes inaccurate or unfavorable research about our business, the market price for our Ordinary Shares would likely decline. If one or more of these analysts cease coverage of the Company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our Ordinary Shares to decline.

As a public company, we are subject to the reporting requirements under the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq, and other applicable securities rules and regulations. As such, meeting these requirements may strain our resources and divert management’s attention.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq, and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and regulations will increase our legal, accounting, and financial compliance costs and investor relations and public relations costs, make some activities more difficult, time-consuming, or costly, and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires, among other things, that we file annual and current reports with respect to our business and operating results as well as proxy statements.

As a result of disclosure of information in the Form 20-F and in filings required of a public company, our business and financial condition are more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business, brand and reputation and results of operations.

Being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

If we cannot satisfy, or continue to satisfy, the continued listing requirements and other rules of the Nasdaq Capital Market, specifically, Nasdaq Listing Rule 5550(a)(2), as we’ve received a notice from the Listing Qualifications Department of Nasdaq on July 30, 2024, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them.

Our securities are listed on the Nasdaq Capital Market. We cannot assure you that our securities will continue to be listed on the Nasdaq Capital Market. In order to maintain our listing on the Nasdaq Capital Market, we are required to comply with certain rules, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the criteria for maintaining our listing, our securities could be subject to delisting.

On July 30, 2024, the Company received a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC notifying the Company that it failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days. If we do not comply with the Nasdaq rules in the future, Nasdaq will provide notice that the Company’s Ordinary Shares will be subject to delisting. The Rules provide the Company a compliance period of 180 calendar days in which to regain compliance. If at any time during this 180 day period the closing bid price of the Company’s security is at least $1 for a minimum of ten consecutive business days, the Staff will provide written confirmation of compliance. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement.

If our securities are subsequently delisted from trading, we could face significant consequences, including:

Our Board of Directors may refuse or delay the registration of the transfer of Ordinary Shares in certain circumstances.

Except in connection with the settlement of trades or transactions entered into through the facilities of a stock exchange or automated quotation system on which our Ordinary Shares are listed or traded from time to time, our Board of Directors may resolve to refuse or delay the registration of the transfer of our Ordinary Shares. Where our directors do so, they must specify the reason(s) for this refusal or delay in a resolution of the board of directors. Our directors may also refuse or delay the registration of any transfer of Ordinary Shares if the transferor has failed to pay an amount due in respect to those Ordinary Shares. If our directors refuse to register a transfer, they shall, as soon as reasonably practicable, send the transferor and the transferee a notice of the refusal or delay in the approved form.

This, however, will not affect market transactions of the Ordinary Shares purchased by investors in a public offering. Where the Ordinary Shares are listed on a stock exchange, the Ordinary Shares may be transferred without the need for a written instrument of transfer, if the transfer is carried out in accordance with the rules of the stock exchange and other requirements applicable to the Ordinary Shares listed on the stock exchange.

The sale or availability for sale of substantial amounts of our Ordinary Shares in the public market could adversely affect their market price.

Sales of substantial amounts of our Ordinary Shares in the public market, or the perception that these sales could occur, could adversely affect the market price of our Ordinary Shares and could materially impair our ability to raise capital through equity offerings in the future. On July 2, 2024, we filed the registration statement on Form F-1 with the SEC (File No. 333-280654) (as amended, the “Resale Prospectus”), which was declared effective on July 23, 2024, for 6 existing shareholders of the Company to register their existing shareholding of an aggregate of 6,840,000 Ordinary Shares to be sold pursuant to the Resale Prospectus. Together with the 2,000,000 Ordinary Shares sold in our initial public offering completed, the 6,840,000 Ordinary Shares registered for the 6 existing shareholders are freely tradable without restriction or further registration under the Securities Act of 1933, as amended, or the Securities Act, and shares held by our existing shareholders, may also be sold in the public market in the future, subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock-up agreements. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our Ordinary Shares.

Because the amount, timing, and whether or not we distribute dividends at all is entirely at the discretion of our Board of Directors, you must rely on price appreciation of our Ordinary Shares for return on your investment.

Our board of directors has complete discretion as to whether to distribute dividends. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. In either case, all dividends are subject to certain restrictions under the Cayman Islands law, namely that the Company may only pay dividends out of profits or share premium, and provided that under no circumstances may a dividend be paid if this would result in the Company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our Ordinary Shares will likely depend entirely upon any future price appreciation of our Ordinary Shares. We cannot assure you that our Ordinary Shares will appreciate in value or even maintain the price at which you purchased the Ordinary Shares. You may not realize a return on your investment in our Ordinary Shares and you may even lose your entire investment in our Ordinary Shares.

Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer.

The Nasdaq Listing Rules require listed companies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to, and we may follow home country practice in lieu of the above requirements. The corporate governance practice in our home country, the Cayman Islands, does not require a majority of our board to consist of independent directors. In addition, the Nasdaq Listing Rules also require U.S. domestic issuers to have a compensation committee, a nominating/corporate governance committee and an audit committee. We, as a foreign private issuer, are not subject to these requirements. The Nasdaq Listing Rules may require shareholder approval for certain corporate matters, such as requiring that shareholders be given the opportunity to vote on all equity compensation plans and material revisions to those plans, certain ordinary share issuances. We intend to comply with the corporate governance requirements of the Nasdaq Listing Rules. However, we may, in the future, consider following home country practice in lieu of the requirements under the Nasdaq Listing Rules with respect to certain corporate governance standards which may afford less protection to investors.

Although as a foreign private issuer we are exempt from certain corporate governance standards applicable to U.S. issuers, if we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them.

In order to maintain our listing on Nasdaq, we will be required to comply with certain rules of Nasdaq, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if we initially meet the listing requirements and other applicable rules of Nasdaq, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the criteria of Nasdaq for maintaining our listing, our securities could be subject to delisting, which would have a negative effect on the price of our Ordinary Shares and impair your ability to sell your shares.

If Nasdaq does not list our securities, or subsequently delists our securities from trading, we could face significant consequences, including:

If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer.

We qualify as a foreign private issuer. As a foreign private issuer, we will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. domestic issuers, and we will not be required to disclose in our periodic reports all of the information that U.S. domestic issuers are required to disclose. We may cease to qualify as a foreign private issuer in the future, and consequently, we would be required to fully comply with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer.

As a company incorporated in the Cayman Islands, we are permitted to adopt certain Cayman Islands’ practices in relation to corporate governance matters that differ significantly from the Nasdaq Capital Market listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq Capital Market listing standards.

As a Cayman Islands company to be listed on the Nasdaq Capital Market, we are subject to the Nasdaq Capital Market listing standards. However, the Nasdaq Capital Market rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq Capital Market listing standards. Currently, we do not plan to rely on home country practices with respect to our corporate governance. However, if we choose to follow home country practices in the future, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq Capital Market listing standards applicable to U.S. domestic issuers.

There can be no assurance that we will not be a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year, which could subject United States investors in our Ordinary Shares to significant adverse United States income tax consequences.

We will be classified as a passive foreign investment company, or PFIC, for any taxable year if either (i) 75% or more of our gross income for such year consists of certain types of “passive” income, or (ii) 50% or more of the value of our assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income (the “asset test”). Based upon our current and expected income and assets, as well as projections as to the market price of our Ordinary Shares, we do not presently expect to be classified as a PFIC for the current taxable year or the foreseeable future.

While we do not expect to be a PFIC, because the value of our assets, for purposes of the asset test, may be determined by reference to the market price of our Ordinary Shares, fluctuations in the market price of our Ordinary Shares may cause us to become a PFIC classification for the current or subsequent taxable years. The determination of whether we will be or become a PFIC will also depend, in part, on the composition and classification of our income, including the relative amounts of income generated by and the value of assets of our future strategic investment business as compared to our other businesses. Because there are uncertainties in the application of the relevant rules, it is possible that the U.S. Internal Revenue Service, or IRS, may challenge our classification of certain income and assets as non-passive which may result in our being or becoming a PFIC in the current or subsequent years. In addition, the composition of our income and assets will also be affected by how, and how quickly, we use our liquid assets and the cash raised in the initial public offering. If we determine not to deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year.

If we are a PFIC in any taxable year, a U.S. Holder (as defined in “Taxation — United States Federal Income Tax Considerations”) may incur significantly increased United States income tax on gain recognized on the sale or other disposition of our Ordinary Shares and on the receipt of distributions on our Ordinary Shares to the extent such gain or distribution is treated as an “excess distribution” under the United States federal income tax rules, and such holder may be subject to burdensome reporting requirements. Further, if we are a PFIC for any year during which a U.S. Holder holds our Ordinary Shares, we will generally continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our Ordinary Shares. For more information see “Taxation — United States Federal Income Tax Considerations — Passive Foreign Investment Company Rules.”

We are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

As an “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements. Such reduced disclosure may make our Ordinary Shares less attractive to investors.

For as long as we remain an “emerging growth company,” as defined in the JOBS Act, we will elect to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Because of these lessened regulatory requirements, our shareholders would be left without information or rights available to shareholders of more mature companies. If some investors find our Ordinary Shares less attractive as a result, there may be a less active trading market for our Ordinary Shares and our share price may be more volatile.

We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.”

We will incur significant legal, accounting and other expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC, Nasdaq Capital Market, impose various requirements on the corporate governance practices of public companies.

Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company,” or until five years following the completion of our initial public offering, whichever is earlier, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, we have been required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We have incurred additional costs in obtaining director and officer liability insurance. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult or costly for us to find qualified persons to serve on our board of directors or as executive officers as a public company. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “goal,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. The forward-looking statements and opinions contained in this prospectus are based upon information available to us as of the date of this prospectus and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

You should refer to the section titled “Risk Factors” for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus forms a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

USE OF PROCEEDS

We expect to receive approximately US$[*] in net proceeds in the aggregate from this Offering, after deducting the estimated offering expenses payable by us and based upon an assumed offering price of US$[*] per Ordinary Share. However, because this is a best-efforts offering and there is no minimum offering amount required as a condition to the closing of this Offering, the actual offering amount, and the net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus.

[A $ 1.00 increase (decrease) in the assumed public offering price of US$[*] per share, would increase (decrease) the net proceeds to us from this Offering by approximately US$[*] million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. A [*] increase (decrease) in the number of shares offered by us, as set forth on the cover page of this prospectus, with the assumed public offering price of US$[*] per share, would increase (decrease) the net proceeds to us from this Offering by approximately US$[*].]

We intend to use the net proceeds of this offering for general corporate purposes.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this Offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this Offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this Offering differently than as described in this prospectus. To the extent that the net proceeds we receive from this Offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

DIVIDEND POLICY

Top Wealth Group Holding Limited has not made any dividends or distributions to U.S. investors as of the date of this prospectus. During the fiscal years ended December 31, 2023 and 2022, no dividends or distribution have been made to date by our subsidiaries.

We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future.

Our board of directors has complete discretion on whether to distribute dividends, subject to certain restrictions under applicable Cayman Islands laws. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend either out of profit or share premium account, provided that in no circumstances may a dividend be paid if the dividend payment would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to pay dividends, the form, frequency, and amount of future dividend, if any, will depend upon, among other things, our future operations and earnings and cash flow, capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, general financial condition, contractual restrictions, and other factors that the board of directors may deem relevant. Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars. Please see the section titled “Taxation” of this prospectus for information on the potential tax consequences of any cash dividends declared.

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2023:

The pro forma information below is illustrative only, and our capitalization following the completion of this offering is subject to adjustment based on the actual net proceeds to us from the offering. You should read this capitalization table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Use of Proceeds” and the consolidated financial statements and the related notes appearing elsewhere in this prospectus.

DILUTION

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

Our net tangible book value as of December 31, 2023 was approximately US$[*], or US$[*] per Ordinary Share. Net tangible book value per ordinary share represents the amount of total tangible assets, minus the amount of total liabilities, divided by the total number of Ordinary Shares outstanding. Our pro forma net tangible book value as of December 31, 2023 was US$[*], or US$[*] per Ordinary Share. Pro forma net tangible book value per share represents pro forma net tangible book value divided by the total number of shares outstanding as of December 31, 2023, after giving effect to the pro forma adjustments described above. Dilution is determined by subtracting net tangible book value per ordinary share from the public offering price per ordinary share.

Without taking into account any other changes in such net tangible book value after December 31, 2023, other than to give effect to our issuance and sale of [*] Ordinary Shares in this Offering at the offering price of US$[*] per ordinary share, after deduction of the estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2023 would have been approximately US$[*] million, or US$[*] per ordinary share, based on an assumed public offering price of US$1.0 per ordinary share, to existing shareholders and an immediate increase in net tangible book value of US$[*], or [*]% per ordinary share, to purchasers of Ordinary Shares in this offering.

The following table illustrates the dilution at the public offering price per ordinary share.

The pro forma information discussed above is illustrative only and will change based on the actual public offering price and other terms of this Offering determined at pricing. Each $[*] increase (decrease) in the assumed public offering price of US$1.0 per ordinary share, would increase (decrease) the pro forma as adjusted net tangible book value per share after this Offering by US$[*] per ordinary share and the increase to new investors purchasing Ordinary Shares in this Offering by US$[*] per ordinary share assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated offering expenses payable by us.

We may also increase or decrease the number of Ordinary Shares we are offering. An increase of [*] Ordinary Shares offered by us would decrease the pro forma as adjusted net tangible book value per share after this Offering by $0.06 and increase the dilution per share to new investors participating in this Offering by US$[*], assuming no change in the assumed public offering price and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. A decrease of [*] Ordinary Shares offered by us would increase the as adjusted net tangible book value per share after this Offering by US$[*] and increase the value per share to new investors participating in this Offering by US$[*] assuming no change in the assumed public offering price and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, on a pro forma basis as of December 31, 2023, the differences between the existing shareholders and the new investors with respect to the number of Ordinary Shares purchased from us in this Offering, the total consideration paid and the average price per ordinary share paid at the assumed public offering price of US$1.0 per ordinary share, before deducting estimated offering expenses.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks, and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

We are a holding company incorporated as an exempted company under the laws of the Cayman Islands. As a holding company with no material operations of our own, we conduct our substantial operations solely in Hong Kong and have been established since 2009 and diversified into the caviar business in 2021. Since our establishment and up to 2016, we had mainly engaged in trading of sports and related products. We ceased our trading business in 2017 and had been inactive from 2017 to 2021 prior to launching our caviar business.

Headquartered in Hong Kong, we are a fast-growing supplier of luxury caviar products. We are currently specialized in supplying high quality sturgeon caviar. We are one of the major suppliers of caviar in Hong Kong being able to secure a long-term and exclusive supply of caviar raw products from sturgeon farm.

Since we established our caviar business in August 2021, we had supplied caviar to our customers under their brand labels (i.e. private labelling) or without brand labels. Subsequently in November 2021, we established our own caviar brand, “Imperial Cristal Caviar”, and started selling caviar under our own brand as well. With its exquisite package design, our branded caviar is ideal to be presented as both culinary delights and festive gifts. Imperial Cristal Caviar has continuously achieved tremendous sales growth since its launch in the market.

Our customers primarily and substantially include food and beverage (“F&B”) related distributors. We have strategically focused on business-to-business sales (B2B) which would allow us access to our customers’ sales network and consumer base that helps us maximize the reach of our products swiftly and effectively. As our caviar products gain popularity worldwide, our customer base has continuously expanded as a result of customers’ referral and our marketing efforts.

Recent Trends and Initiatives

The growth of high-net-worth individuals, technological development and supportive policies are projected to collaboratively drive the prosperity of global caviar market.

Stimulated by the expanding demands, the trend of brand-building and the springing up of China’s market, the global caviar market will see continuous growth in the following years.

Key Factors Affecting Our Business

We believe that our performance is principally affected by the following key factors:

Downstream consumption demands to be extensive and diversified: As caviar is proven to be an excellent source of omega-3 and six fatty acids, and other vitamins and minerals, the nutrition benefits of caviar got highly recognized by the market worldwide. The diversification of downstream consumption demands is expanding the caviar’s application in the nutraceutical, cosmeceutical and pharmaceutical industries.

Currently, except for food garnish and other edible uses, caviar is gradually applied for skin moisturizing, skin texture improvement and obesity treatment, etc. This wide range of benefits for caviar in the cosmetic and pharmaceutical sectors is projected to continue to boost demand in the future years.

How We Assess the Performance of Our Business

In assessing the performance of our business, we consider a variety of performance and financial measures. The key measures used by our management are discussed below. The percentages on the results presented below are calculated based on the rounded numbers.

Net Sales

Net sales is equal to gross sales minus sales returns as well as any sales incentives that we offer to our customers, such as rebates and discounts that are offsets to gross sales, and certain other adjustments. Our net sales are driven by changes in case volumes, product inflation prior to pricing of our products, and mix of products sold.

Gross Profit

Gross profit is equal to our net sales minus our cost of goods sold. Cost of goods sold primarily includes inventory costs (net of supplier consideration) and inbound freight. Cost of goods sold generally changes as we incur higher or lower costs from our suppliers and as our customer and product mix changes.

Results of Operations

Comparison of the Year Ended December 31, 2023 and December 31, 2022

The following financial data are derived from, and should be read in conjunction with, our consolidate financial statements for the year ended December 31, 2023.

A summary of the Company’s operating results for the year ended December 31 2023 and 2022 are as follows:

Our revenue increased by USD8,430,358, or 99%, from USD8,512,929 for the year ended December 31, 2022 to USD16,943,287 for the year ended December 31, 2023, primarily due to the addition of new customers and also increased orders from some existing customers based on the increased popularity of caviar consumption in the fine dining industry. Also, we started trading of fine wine in 2023, which contributed revenue of US$4,460,092, compared to Nil in 2022. An analysis is set out below:

Cost of sales

Our cost of sales mainly comprised of purchase costs for caviar and wine. For the year ended December 31, 2023, our cost of sales amounted to USD11,556,006, an increase of USD7,246,259, or 168%, from USD4,309,747 for the year ended December 31, 2022. This increase was in line with the significant increase in revenue.

Gross Profit and Gross Margin

Our gross profit margin for the year ended December 31, 2023 was 31.8% as compared to 49.4% for the year ended December 31, 2022. The reduction in our gross profit margin primarily stems from an increase in volume purchases made by certain customers, which enabled them to secure more favorable discounts for those orders.

Administrative and Selling Expenses

Our Company’s administrative expenses came in at USD1,846,759 and USD466,477 for the year ended December 31, 2023 and 2022 respectively, representing approximately 10.90% and 5.48% of our total revenue for the corresponding period.

Our administrative expenses for the year ended 30 June 2023 primarily consist of (i) professional fee; (ii) staff cost; (iii) depreciation; (iv) rental fee; (v) travelling and entertainment; (vi) office supplies and upkeep and (vii) miscellaneous expenses. The following table sets forth the breakdown of our administrative expenses for the year ended December 31, 2023 and 2022.

The increase in administrative expenses during the year ended December 31, 2023 was primarily due to increased IPO related professional fees, including legal, audit, and consulting fees of approximately USD921,110. The increase in staff cost for the year ended December 31 2023 compared to December 31 2022 was mainly due to the increase in headcount and workforce as our Company pushed for higher sales orders and acquisition of new customers. The higher depreciation expense was due to the completion of the renovation of our office which was only completed in the first half of 2023.

Our selling expense in 2022 primarily consist of marketing campaign paid to a marketing agency as follows:

The reduction in selling expenses for the year ended December 31 2023 compared to the corresponding period in 2022 can be primarily attributed to the absence of expenditure related to engaging a marketing agency for promotional campaigns. Our own in-house marketing team had developed a better understanding of our industry, target audience and product offerings since our early days. This decision to forego the engagement of a marketing agency has proven to be cost efficient and allowed us to allocate resources more efficiently, reducing cost associated with marketing and agency fee.

Liquidity and Capital Resources

Our liquidity and working capital requirements primarily related to our operating expenses. Historically, we have met our working capital and other liquidity requirements primarily through cash generated from our operations. Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including but not limited to cash generated from our operations, loans from banking facilities, the net proceeds from the securities offering from the listing and other equity and debt financings as and when appropriate.

Cash flows

The following table summarizes our cash flows for the years ended December 31, 2023 and 2022:

For the year ended December 31, 2023, our net cash used in operating activities was USD863,616 and is mainly comprised of increase in accounts receivable as there were promotional sales for the Christmas of 2023. For the years ended December 31, 2022, our net cash of USD 215,999 provided by operating activities primarily reflected our net income, as adjusted for non-operating items, such as depreciation of right of use assets, plant and equipment, deferred tax credit and effects of changes in working capital such as increase or decrease in inventories, accounts receivable, accounts and other payables, deposits and accruals.

For the year ended December 31 2023, there was no cash outflow from investing activities while for the years ended December 31, 2022, the cash outflows from our investing activities were primarily attributable to acquisition of office equipment and leasehold improvement of our office.

For the year ended December 31, 2023, the cash provided by financing activities were attributable to standby bridging loan facilities provided by a third party and also minority shareholder, while for the years ended December 31, 2022, the cash provided by financing activities were attributable to the issue of capital and funds provided by our director.

Working Capital

We believe that our Company has sufficient working capital for our requirements for at least the next 12 months from the date of this prospectus, in the absence of unforeseen circumstances, taking into account the financial resources presently available to us, including cash and cash equivalents on hand, cash flows from our operations and the estimated net proceeds from the IPO offering.

Capital Expenditures

Historical capital expenditures

Our capital expenditures for the years ended December 31 2023 and 2022 were nil and USD 481,173 respectively. The capital expenditures incurred in the year ended December 31 2022 are related to purchase of office equipment and leasehold improvement. We principally funded our capital expenditures through cash flows from operations.

Off-Balance Sheet Transactions

As of December 31, 2023, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Critical Accounting Policies and Estimates

Our financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments.

The following critical accounting policies rely upon assumptions and estimates and were used in the preparation of our unaudited interim condensed consolidated financial statements:

Use of Estimates

The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the recorded amounts of assets, liabilities, shareholders’ equity, revenues and expenses during the reporting period, and the disclosure of contingent liabilities at the date of the consolidated financial statements.

On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates are adjusted. The most significant estimates include allowance for uncollectible accounts receivable, inventory valuation, useful lives and impairment for property and equipment, valuation allowance for deferred tax assets, accruals for potential liabilities and contingencies. Actual results could vary from the estimates and assumptions that were used.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Update 2014-09, “Revenue from contracts with customers,” (Topic 606). Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company’s main revenue stream is from sales of products. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

The Company has one major stream of revenue, that is, the sale of caviar products in Hong Kong.

Foreign Currency Translation

The Company’s principal country of operations is Hong Kong. The financial position and results of its operation are determined using Hong Kong Dollars (“HK$”), the local currency, as the functional currency. The Company’s consolidated financial statements are reported using U.S. Dollar (“US$” or “$”).

The following table outlines the currency exchange rates that were used in preparing the accompanying consolidated financial statements:

Fair Value Measurements — Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs used to measure fair value are classified using the following hierarchy:

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued expenses reflected as current assets and current liabilities. Due to the short-term nature of these instruments, management considers their carrying value to approximate their fair value.

New accounting standards

Financial Instruments —Credit Losses

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13 (Topic 326), Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires an asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance became effective for the Company beginning January 1, 2023. The adoption did not have a material impact on the Company’s consolidated financial statements.

Accounts receivables are reviewed for impairment on a quarterly basis and are presented net of an allowance for expected credit losses. The allowance for expected credit losses is estimated based on the Company’s analysis of amounts due, historical delinquencies and write-offs, and current economic conditions, together with reasonable and supportable forecasts of short-term economic conditions. The allowance for expected credit losses is recognized in net income (loss) and any adjustment to the allowance for expected credit losses is recognized in the period in which it is determined. Write-offs of accounts receivable, together with associated allowances for expected credit losses, are recognized in the period in which balances are deemed uncollectible. The Company does not have a history of significant write-offs. As of June 30, 2023 and December 31, 2021, the total allowance for expected credit losses on the Company’s accounts receivable were Nil and Nil.

On December 14, 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to enhance the transparency and decision usefulness of income tax disclosures. The amendments require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pre-tax income or loss by the applicable statutory income tax rate). In addition, public business entities are required to provide certain qualitative disclosures about the rate reconciliation and the amount of income taxes paid (net of refunds received) disaggregated (1) by federal (national), state, and foreign taxes and (2) by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). For public business entities, the standard is effective for annual periods beginning after December 15, 2024. The amendments in this ASU require a cumulative effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets) as of the beginning of the annual reporting period in which an entity adopts the amendments. The Company is evaluating the impact of this standard on the Company’s consolidated financial statements.

We have evaluated all the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards Board or other standards-setting bodies through the date of this report and do not believe the future adoption of any such standards will have a material impact on our consolidated financial statements.

Corporate History and Structure

Top Wealth Group Holding Limited is a holding company with no operations of its own. We conduct our operations in Hong Kong primarily through, Top Wealth Group (International Limited), our Operating Subsidiary in Hong Kong. The ordinary shares offered in this prospectus are those of Top Wealth Group Holding Limited.

The following diagram illustrates the corporate structure of Top Wealth Group Holding Limited and its subsidiary as of the date of this prospectus.

Top Wealth Group Holding Limited was incorporated as a limited liability company on February 1, 2023 under law of the Cayman Islands. It is a holding company and is not actively engaged in any business. Under its memorandum of association, Top Wealth Group Holding Limited is authorized to issue 500,000,000 Ordinary Shares, par value US$0.0001 per share, of which 29,000,000 Ordinary Shares are issued and outstanding. The registered office of Top Wealth Group Holding Limited is at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.

Top Wealth (BVI) Holding Limited was incorporated under the law of the British Virgin Islands as the intermediate holding company of Top Wealth Group (International) Limited, on January 18, 2023 as part of the reorganization. Top Wealth (BVI) Holding Limited is wholly-owned by Top Wealth Group Holding Limited.

Top Wealth Group (International) Limited was incorporated on September 22, 2009 under the laws of Hong Kong. Top Wealth Group (International) Limited is our operating entity and is indirectly wholly-owned by Top Wealth Group Holding Limited through Top Wealth (BVI) Holding Limited.

History of Shares

On February 1, 2023, the date of the incorporation of Top Wealth Group Holding Limited, 1 Ordinary Share was issued to Ogier Global Subscriber (Cayman) Limited. On March 1, 2023, the 1 Ordinary Share was transferred from Ogier Global Subscriber (Cayman) Limited to Winwin Development Group Limited and the Top Wealth Group Holding Limited further issued 99 Ordinary Shares to Winwin Development Group Limited on the same date.

On April 18, 2023, 650 Ordinary Shares were further issued to Winwin Development Group Limited, whereby Top Wealth Group Holding Limited was then solely owned by Winwin Development Group Limited as to 750 Ordinary Shares.

Furthermore, on the same date, April 18, 2023, Winwin Development Group Limited entered into Sale and Purchase Agreements with: Keen Sky Global Limited, State Wisdom Holdings Limited, Beyond Glory Worldwide Limited, Snow Bear Capital Limited and Mercury Universal Investment Limited, respectively. Pursuant to the Sales and Purchase Agreements, Winwin Development Group Limited is to sell, and Beyond Glory Worldwide Limited, Keen Sky Global Limited, State Wisdom Holdings Limited, Snow Bear Capital Limited, and Mercury Universal Investment Limited are to acquire, 6.40%, 6.53%, 6.53%, 3.33%, 2.53% equity interests in Top Wealth Group Holding Limited, at the consideration of HK$1,424,000 (approximately US$182,564), HK$1,453,000 (approximately US$186,282), HK$1,453,000 (approximately US$186,282), HK$742,000 (approximately US$95,128), and HK$565,000(approximately US$72,436), respectively. On the same date, Winwin Development Group Limited executed the instrument of transfers whereby Winwin Development Group Limited have transferred 48, 49, 49, 25, and 19 Ordinary Shares, out of its 750 Ordinary Shares, to Beyond Glory Worldwide Limited, Keen Sky Global Limited, State Wisdom Holdings Limited, Snow Bear Capital Limited and Mercury Universal Investment Limited, respectively.

On October 12, 2023, in contemplation of Company’s initial public offering, Top Wealth Group Holding Limited further issued 26,999,250 Ordinary Shares in aggregate to its shareholders at par value, on a pro rata basis proportional to the shareholders’ existing equity interests (collectively refers as the “Pro Rata Share Issuance”), which has been treated as a share split. All references to the number of ordinary shares and per-share data in the accompanying consolidated financial statements have been retroactively adjusted to reflect such issuance of shares. After the Pro Rata Share Issuance, 27,000,000 Ordinary Shares were issued and outstanding. The following table sets forth the breakdown of the Pro Rata Share Issuance to each shareholder:

Subsequent to the Pro Rata Share Issuance, Top Wealth Group Holding Limited was 74.67% (representing 20,160,000 Ordinary Shares) owned by Winwin Development Group Limited, 6.40% (representing 1,728,000 Ordinary Shares) owned by Beyond Glory Worldwide Limited, 6.53% (representing 1,764,000 Ordinary Shares) owned by Keen Sky Global Limited, 6.53% (representing 1,764,000 Ordinary Shares) owned by State Wisdom Holdings Limited, 3.33% (representing 900,000 Ordinary Shares) owned by Snow Bear Capital Limited, and 2.53% (representing 684,000 Ordinary Shares) owned by Mercury Universal Investment Limited, respectively. The percentage of the ownership of equity interests held by the shareholders remained the same before and after the Pro Rata Share Issuance.

On October 16, 2023, State Wisdom Holdings Limited and Keen Sky Global Limited transferred 432,000 and 432,000 Ordinary Shares to Greet Harmony Global Limited at the consideration of HK$314,685 (approximately US$40,344) and HK$314,685 (approximately US$40,344), respectively. On the same day, Beyond Global Worldwide Limited transferred 540,000 Ordinary Shares to Mercury Universal Investment Limited at the consideration of HK$393,356 (approximately US$50,430). The following table sets forth the breakdown of equity ownership of the Company after the series of transactions in October 16, 2023:

On April 18, 2024, the Company closed its initial public offering of 2,000,000 Ordinary Shares at a public offering price of US$4.00 per Ordinary Share.

On July 2, 2024, the Company filed the registration statement on Form F-1 with the SEC (File No. 333-280654) (as amended, the “Resale Prospectus”), which was declared effective on July 23, 2024, for 6 existing shareholders of the Company to register their existing shareholding of an aggregate of 6,840,000 Ordinary Shares to be sold pursuant to the Resale Prospectus. The following table sets forth the breakdown of number of ordinary shares registered for sale in the resale prospectus by the existing shareholders:

As of the date of this prospectus, 29,000,000 Ordinary Shares were issued and outstanding.

BUSINESS

Overview

Our mission is to become a world-renowned supplier of the finest selection of caviar and offer caviar-based gourmet products around the globe with unparalleled gastronomical experience.

Headquartered in Hong Kong, we are a fast-growing supplier of caviar products. We are currently specialized in supplying high-quality sturgeons caviar. Our caviar is endorsed with the Convention on International Trade in Endangered Species of Wild Fauna and Flora (“CITES”) permits, which certifies that our caviar is legally traded. We are one of the major suppliers of caviar in Hong Kong. We have secured a long-term and exclusive supply of caviar raw products from a PRC sturgeon farm.

Since we established our caviar business in August 2021, we had supplied caviar to our customers under their brand labels (i.e. private labeling) or without brand labels. Subsequently in November 2021, we established our own caviar brand, “Imperial Cristal Caviar”, and started selling caviar under our own brand as well. With its exquisite package design, our branded caviar is ideal to be presented as both culinary delights and festive gifts. Imperial Cristal Caviar has continuously achieved tremendous sales growth since its launch in the market.

In March 2023, as the addition to the gastronomical experience of our caviar, we have commenced our wine trading business line, to complement our caviar business. For the fiscal year ended December 31, 2023, our wine trading business line contributed revenue of US$4,460,092, compared to Nil for the fiscal year ended December 31, 2022. The fine wine we distribute include white wine, red wine, and Champagne, from various countries including France, Greek, and Spain, etc. Our wine trading business only involves the distribution of fine wine within Hong Kong on business-to-business (B2B) sales, primarily to our F&B related distributor customers, in particular, the F&B related distributor customers who we supply our caviar product. We do not import or manufacture the wine we distribute, instead, we source the wines from our wine suppliers in Hong Kong on an as-demand per order basis. Therefore, we are not subject to the relevant licensing requirements that apply to sale of alcoholic beverages in Hong Kong.

We take pride in our well-tested, reliable caviar supply chain management module, which helps ensure the palatability and freshness of our products when they reach our customers. We are among one of the few Hong Kong caviar suppliers being able to secure a long-term and exclusive supply of caviar raw products from a PRC sturgeon farm. In April 2022, we entered into an exclusive supply agreement with the agent and sole distributor of a well-established sturgeon farm in Fujian, the PRC, which appointed us as its exclusive distributor in Hong Kong and Macau for conducting overseas distribution and granted us the rights to procure caviar directly from it for a term of 10 years. This sturgeon farm is one of the six existing PRC sturgeon farms which are officially permitted to export locally-bred roe. We have engaged a Hong Kong-based supply chain management company to handle the logistics, warehousing and packaging workflows in our supply chain, so we can strategically focus on brand-building and product quality assurance.

We are dedicated to enhancing our brand awareness. As part of our sales and marketing efforts, we have proactively participated in food expo and set up pop-up stores across the world. We have also collaborated with famous food bloggers and used different online platforms and media coverage to promote and strengthen the publicity of our products. We regularly invite chefs of notable hotels and restaurants to our tasting events. Currently, our caviar are served on the menus of various 5-star and Michelin-star restaurants in Hong Kong.

We generate all of our revenues, through our Operating Subsidiary, from trading of caviar products and wine. Our revenues for the years ended December 31, 2023, 2022 and 2021 were US$16.9 million, US$8.5 million and US$19,615, respectively. We have turned around from a loss before tax of approximately US$16,888 for the year ended December 31, 2021 to a profit before tax of approximately US$2.3 million for the year ended December 31, 2022, and we have maintained a profit before tax of approximately US$3.3 million for the year ended December 31, 2023.

Our top five customers accounted for 92.0% and 91.1% of our total revenues for the years ended December 31, 2023 and 2022. Our customers, including our top five customers, primarily include food and beverage (“F&B”) related distributors. We have strategically focused on business-to-business sales (B2B) which would allow us access to our customers’ sales network and consumer base that helps us maximize the reach of our products swiftly and effectively. As our caviar products gain popularity worldwide, our customer base has continuously expanded as a result of customers’ referral and our marketing efforts. Our caviar products are mainly sold to customers based in Hong Kong and a substantial portion are exported overseas by our customers. As our products gradually become more well-known in the international market, we aspire to expand our sales channels from only selling through distributors to selling our products directly to overseas customers.

Our major suppliers include (i) a sole distributor and agent of a sturgeon farm in the PRC, Fujian Aoxuanlaisi Biotechnology Co., Ltd (“Fujian Aoxuanlaisi”), which supplies caviar raw product to us; (ii) a Hong Kong supply chain management company, Sunfun (China) Limited (“Sunfun China”), which handles the logistics, warehousing and packaging workflows in our supply chain; (iii) a Hong Kong wine distributor, which supplies fine wine to us; and (iv) other suppliers which supply packaging materials and printing services to us. We solely and materially rely on Fujian Aoxuanlaisi as our supplier for caviar raw product. Fujian Aoxuanlaisi is the agent and sole appointed distributor of a well-established PRC sturgeon farm, operated by Fujian Longhuang Biotech Co. Limited (“Fujian Longhuang”). Fujian Aoxuanlaisi and Fujian Longhuang currently maintain a long-term exclusive sales agreement for 15 years, from December 2020 to December 2035. Historically, before April 2022, we obtained the supply of caviar raw product from Fujian Aoxuanlaisi on an as-demand per order basis, without any long-term agreements. In April 2022, our Operating Subsidiary, Top Wealth Group (International) Limited, has entered into the Caviar Sales Agreement with Fujian Aoxuanlaisi, appointed us as its exclusive distributor in Hong Kong and Macau. We do not have any direct supply agreement with Fujian Longhuang, the PRC sturgeon farm.

For the years ended December 31, 2023, 2022 and 2021, our procurement from Fujian Aoxuanlaisi amounted to approximately US$6.2 million, US$5.3 million, and US$0.3 million respectively, representing approximately 64.3%, 90% and 100% of our total purchases for the corresponding year. Our material reliance on Fujian Aoxuanlaisi as the sole supplier of our caviar raw product exposes us to unique and significant risk, for detailed discussion, please see “Risk Factors — Risks related to our Business and Industry — We solely and materially rely on Fujian Aoxuanlaisi Biotechnology Co., Ltd (“Fujian Aoxuanlaisi”), the exclusive distributor of a PRC sturgeon farm, as our sole supplier for the supply of caviar raw product. Such arrangement materially and adversely exposes us to unique risk. Any disruption in the supplier’s relationships, either between Fujian Aoxuanlaisi and the PRC sturgeon farm, or between Fujian Aoxuanlaisi and us, could have a material adverse effect on our business. Any disruption in the provision of caviar from Fujian Aoxuanlaisi or PRC sturgeon farm and our inability to identify alternative caviar supplier may materially and adversely affect our business operations and financial results.”

Competitive Strengths

A fast-growing luxury caviar products supplier with a premier brand image

We position ourselves as a luxury caviar products supplier aiming to supply the finest selection of luxury caviar products and offer gourmet products around the globe with unparalleled gastronomical experience. We are currently specialized in supplying high quality sturgeons caviar. In November 2021, we established our own caviar brand, “Imperial Cristal Caviar”. Imperial Cristal Caviar is highly recognized by consumers in terms of its tastiness, texture, palatability, appearance and packaging. Our packaging carries a delicate design that conveys elegance and exclusivity and is ideal to be presented as both culinary delights and festive gifts. Our house caviar products are also well-received by chefs of 5-star and Michelin-star restaurants who serve our caviar products on their menus.

An extensive distribution network which allows us to stay abreast of the latest trend and development of consumers’ taste

We have access to an extensive distribution network which allows us to connect with a broad range of consumers around the world and to stay abreast of the latest trend and development of consumers’ taste. Our caviar products are mainly sold to F&B related distributors in Hong Kong, which then export and resell such goods to downstream customers such as supermarket, retail stores, F&B chain and consumers across the world. Leveraging the sales network and consumer base of our distributors, our caviar products have been exported overseas to different countries. Through sales channels that cover extensive points of sale across countries and regions, we serve a variety of consumer groups with diversified demands, which deepens our market penetration and extends our geographical coverage.

A strict and comprehensive quality control system to effectively control our product safety and quality

Food safety and quality control are of paramount importance to our reputation and business. To ensure food safety and quality, we have established a comprehensive set of standards and requirements covering each facet of our supply chain, ranging from procurement, logistics, warehousing to packaging.

We carefully select the source of caviar supplies. We have reviewed all certifications required from our caviar supplier in the PRC for, among other things, the operation of sturgeon farm in the PRC and exporting caviar products overseas. Our caviar products are endorsed with the CITES permits, which certifies that our caviar is legally traded. We conduct sample inspection on each incoming batch of caviar.

Our food processing factory is operated by the supply chain management company and we require its staff to follow a comprehensive set of operation manual and technical protocols prescribed by us. We provide instruction and regular on-the-job training to the processing staff to ensure their work standard and efficiency. In order to maintain the quality and freshness of our caviar, our food processing factory is equipped with temperature control system that mandates a prescribed temperature range. We implement strict and comprehensive measures in our food processing factory to ensure sanitation and hygiene at the premises, such as mandating the processing staff to wear standardized clothing, conducting regular inspection on the packaging equipment and performing routine maintenance and cleaning.

The supply chain management company has designated a quality control staff at our food processing factory to inspect and monitor the processing procedures. The quality control staff will conduct quality control testing and inspection throughout the packaging process and ensure the taste, size, quality and packaging of our caviar products conform with our quality standards and requirements.

Since the establishment of our caviar business and up to the date of this prospectus, we did not encounter any material food safety incidents and we had not experienced any product liability claims.

A stable and exclusive procurement source of caviar

We take pride in our well-tested, reliable caviar supply chain management module, which helps ensure the palatability and freshness of our products when they reach our customers. We are among one of the few Hong Kong caviar suppliers being able to secure long-term and exclusive supply of caviar from sturgeon farm. We have entered into an exclusive supply agreement with the sole distributor of a well-established sturgeon farm in the PRC in April 2022, which appointed us as its exclusive distributor in Hong Kong and Macau for conducting overseas distribution and granted us the rights to procure caviar directly from it for a term of 10 years. This sturgeon farm is one of the six existing PRC sturgeon farms which are officially permitted to export locally-bred roe. Our end-to-end supply chain business model not only improves cost efficiency, it also promotes consumers’ confidence in our caviar products as well as facilitate our sales and marketing plans.

Growth Strategies

Expand our global market presence

We strive to strengthen our global market presence in developed markets with a strong consumer base, such as Europe, the United States, Japan, Dubai, Australia and Southeast Asia (collectively, the “Target Regions”). We intend to establish representative offices at each of the Target Regions to access the local consumers. We currently plan to recruit local sales and marketing staff to conduct marketing activities in such regions, ranging from (i) conducting product promotion; (ii) brand building; (iii) maintaining regular communication with local customers; (iv) collecting feedbacks from local consumers on our products; and (v) maintaining regular communication and interaction with different industry players, so we can stay abreast of the latest trend and development of local consumers’ tastes.

As our products gradually become more well-known in the international market, we aspire to expand our sales channels from only selling through distributors to selling our products directly to overseas customers. Material obstacles that we have to overcome include (i) the competition for high-quality sales and distribution partners is intense and we may not be able to offer more favorable arrangement than our competitors; (ii) there may not be suitable distribution channels or overseas customers in the markets that we planned to expand; (iii) we may not be able to hire, train and retain skilled local sales and marketing staffs; and (iv) we may encounter difficulties in adapting our logistics and management systems to an expanded distribution network. However, leveraging our competitive strengths described in the paragraph headed “Competitive Strengths” above, we are confident that we will be able to expand our sales channels to overseas customers three years after the Offering.

Strengthen our sales and marketing activities

We plan to strengthen our sales and marketing activities and increase our market exposure and brand awareness by participating in food-expo and collaborating with luxurious restaurants, hotels and private clubs to host tasting events in different countries and regions. Further, we plan to invite the media and chefs from notable restaurants and hotels to visit the sturgeon farm which supplies caviar raw products to us. We believe we can provide the participants with a better understanding of our procurement source and give them stronger assurance with respect to our product safety, quality and hygienic conditions, thereby enhancing the brand image of our products.

Expand our procurement source and broaden our product portfolio

We are committed to sourcing top-quality caviar from the best sturgeon farms around the world. We currently plan to expand our procurement source and broaden our product portfolio by exploring potential co-operations with sturgeon farms located in Europe and/or the United States. In identifying suitable caviar suppliers, we will conduct on-site inspection at the selected sturgeon farms and conduct legal and business due diligence on their background and operations. We would also verify that the caviar supplied by the selected sturgeon farms complies with the Convention on International Trade in Endangered Species of Wild Fauna and Flora. We believe that expansion in our product portfolio will provide a wider selection of caviar for our customers in terms of places of origin, as well as species and ages of sturgeon.

Depending on the availability of potential acquisition targets, we also plan to carry out vertical expansion by acquiring non-controlling stakes in suitable sturgeon farms in Europe and/or the United States. We believe that through integration with upstream sturgeon farms, we can guarantee a stable supply of caviar with consistent high quality.

Our Caviar Products and Our Own Brand

Headquartered in Hong Kong, we are a fast-growing supplier of luxury caviar products. We are currently specialized in supplying premium class sturgeons caviar. Our caviar is endorsed with the CITES permits, which certifies that our caviar is legally traded. We are one of the major suppliers of caviar in Hong Kong being able to secure a long-term and exclusive supply of caviar raw products from sturgeon farm.

Since we established our caviar business in August 2021, we had supplied caviar to our customers under their brand labels (i.e. private labelling) or without brand labels. Subsequently in November 2021, we established our own caviar brand, “Imperial Cristal Caviar”, and started selling caviar under our own brand as well. With its exquisite package design, our branded caviar is ideal to be presented as both culinary delights and festive gifts. Imperial Cristal Caviar has continuously achieved tremendous sales growth since its launch in the market.

The table below sets forth details of our own brand caviar products:

Product Line		:		Imperial
Sturgeon Species		:		Huso Dauricus
Roe Size		:		3.2mm – 3.4mm
Packaging Size		:		10/30/50/100/250 gram

Product Line		:		Osietra
Sturgeon Species		:		Acipenser Schrenckii and Huso Dauricus
Roe Size		:		2.9mm – 3.1mm
Packaging Size		:		10/30/50/100/250 gram

Operation Flow

The diagram below illustrates the operation flow of our product supply chain:

(a) Receipt of purchase order from customer

Our customers place orders with us on an as-needed basis and their purchase orders generally set forth the key terms including species of sturgeon, roe size, quantity and unit price per kilogram.

(b) Procurement of caviar from sturgeon farm

Depending on our inventory level and customers’ orders on hand, our sales and marketing staff will place purchase orders with the agent and sole distributor of a sturgeon farm in the PRC. The quantity that we order from the supplier is typically slightly in excess of the quantity ordered by our customers such that we could maintain certain inventory to meet any ad-hoc orders from our customers.

(c) Importation from the PRC

Our supplier will arrange for the transportation of caviar from the PRC to Hong Kong by air cargo. Our supplier is responsible for obtaining CITES permit in the PRC and handling the required documentation for the export of goods to Hong Kong. The supply chain management company engaged by us will handle the customs clearance procedures in Hong Kong and collect our goods at the designated port.

(d) Packaging at the Hong Kong food processing factory

We engage a Hong Kong-based supply chain management company to handle the processing of our products. The supply chain management company deploys labor to perform food packaging and labelling at our food processing factory located in Hong Kong. Depending on the purchase order and requirements of our customers, our caviar products are packaged in different sizes of containers and labelled with our own brand or our customers’ brands (i.e. private labelling) or without brand labels. We provide instruction and regular on-the-job training to the processing staff to ensure their work standard and efficiency. In order to maintain the quality and freshness of our caviar, our food processing factory is equipped with temperature control system that mandates a prescribed temperature range.

(e) Quality inspection

The supply chain management company has designated a quality control staff at our food processing factory to inspect and monitor the processing procedures. The quality control staff will conduct quality control testing and inspection throughout the packaging process and ensure the taste, size, quality and packaging of our caviar products conform with our quality standards and requirements.

(f) Local delivery/Exportation to foreign countries

The supply chain management company engaged by us will also provide logistics, transportation and customs clearance services for delivering our caviar products to the destination specified by our customers on or before our prescribed time. Our products are mainly sold free on board (“FOB”) in Hong Kong. Depending on our customers’ requirements, our caviar products are either delivered to specified locations in Hong Kong or exported overseas. The supply chain management company is responsible for applying for re-export license for the re-exportation of our caviar products to foreign countries on our behalf.

Our Customers

Our customers primarily and substantially include F&B-related distributors. We have strategically focused on business-to-business sales (B2B) which would allow us access to our customers’ sales network and consumer base that helps us maximize the reach of our products swiftly and effectively. As our caviar products gain popularity worldwide, our customer base has continuously expanded as a result of customers’ referral and our marketing efforts.

Furthermore, to complement our caviar business, in March 2023, we have commenced our wine trading business line.

Our wine trading business only involves the distribution of fine wine within Hong Kong on business-to-business (B2B) sales, primarily to our F&B related distributor customers, in particular, the F&B related distributor customers who we supply our caviar product.

For the year ended December 31, 2022, there were four customers each generated over 10% of our total revenue for the year, and they in aggregate accounted for approximately 82.6% of our total revenue for the year. One of these four customers is our related party and all of our transactions with such related party have been ceased after December 31, 2022. Our top five customers are Sunfun (China) Limited, accounting for 37.4% of our sales volume, Channel Power Limited, accounting for 17.7% of sales volume, Beauty and Health International Company Limited, accounting for 15% of sales volume, Beauty and Health International E-Commerce Limited, accounting for 12.5% of our sales volume, and Mother Nature Health (HK) Limited, accounting for 9.4% of our sales volume. For the year ended December 31, 2023, there were three customers each generated over 10% of our total revenue for the period, and they in aggregate accounted for approximately 75.5% of our sales volume. Our top 3 customers for the year ended December 31, 2023 are, Mother Nature Health (HK) Limited, accounting for 34.5 % of our sales volume in the period, Sunfun (China) Limited, accounting for 25.0% of our sales volume, A One Marketing Limited accounting for 16.5% of our sales volume.

Geographical coverage

Our caviar products are mainly sold to customers based in Hong Kong and a substantial portion are exported overseas by our customers. As our caviar products gradually become more well-known in the international market, we aspire to expand our sales channels from only selling through distributors to selling our products directly to overseas customers.

Substantially all of the fine wine we distributed are sold to customers based in Hong Kong.

General terms with customers

Our customers place purchase orders for our caviar products and wine with us on an as-needed basis. For our caviar product, we entered into distributorship agreements with our F&B related distributor customers.

The material terms of our distributorship agreements for our caviar product with our F&B related distributor customers are summarized as follows:

Product return

Due to the perishable nature of caviar, we generally do not accept any product return from our customers except under certain limited circumstances, such as when products are defective, poorly packaged or damaged or the quantity delivered was inconsistent with the purchase order. Our customers are normally required to report any quality issue to us within three business days upon their receipt of our products. We have not experienced any material product return so far.

Credit and payment terms

We generally grant our customers a credit period ranging from 30 to 60 days from the invoice date. Our customers generally settle their payments in Hong Kong dollars by telegraphic transfer.

Seasonality

Up to the date of this prospectus, we have not experienced any pronounced seasonality, but such fluctuations may have been masked by our rapid growth.

Pricing Strategies

The selling prices of our caviar products are determined on a cost-plus pricing approach with reference to, among other things, cost of sales which mainly represents procurement costs and costs incurred in relation to our supply chain management and a percentage of mark-up over our estimated cost of sales. The percentage of mark-up may vary based on factors such as (i) prevailing market prices for different caviar products; (ii) size of purchase order; (iii) type of customer; (iv) length of relationship with the customer; (v) supply and demand mechanism in our target markets; (vi) consumer preference; and (vii) any positive impact on our brand reputation.

Sales and Marketing

We have strategically focused on business-to-business sales (B2B) which would allow us access to our customers’ sales network and consumer base that helps us maximize the reach of our products swiftly and effectively. As our caviar products gain popularity worldwide, our customer base has gradually expanded as a result of customers’ referral and our marketing efforts.

We are dedicated to enhancing our brand awareness. Our sales and marketing representatives are primarily responsible for conducting business development and marketing activities. They are responsible for (i) enhancing our promotion and sales efforts; (ii) actively approaching and liaising with our existing and potential customers; and (iii) collecting feedbacks and handling any queries on our products from customers.

As part of our sales and marketing efforts, we have proactively participated in food expo and set up pop-up stores across the world. We have also collaborated with famous food bloggers and used different online platforms and media coverage to promote and strengthen the publicity of our products. We regularly invite chefs of notable hotels and restaurants to our tasting events. Currently our caviar products are served on the menus of various 5-star as well as Michelin-star restaurants in Hong Kong.

Our Suppliers

Our major suppliers include (i) a sole distributor and agent of a sturgeon farm in the PRC, Fujian Aoxuanlaisi Biotechnology Co., Ltd (“Fujian Aoxuanlaisi”), which supplies caviar raw product to us; (ii) a Hong Kong supply chain management company, Sunfun (China) Limited (“Sunfun China”), which handles the logistics, warehousing and packaging workflows in our supply chain; (iii) a Hong Kong wine distributor, which supplies fine wine to us; and (iv) other suppliers which supply packaging materials and printing services to us.

We solely and materially rely on Fujian Aoxuanlaisi as our supplier for caviar raw product. Fujian Aoxuanlaisi is the agent and sole appointed distributor of a well-established PRC sturgeon farm, operated by Fujian Longhuang Biotech Co. Limited (“Fujian Longhuang”). Fujian Aoxuanlaisi and Fujian Longhuang currently maintain a long-term exclusive sales agreement for 15 years, from December 2020 to December 2035. Historically, before April 2022, we obtained the supply of caviar raw product from Fujian Aoxuanlaisi on an as-demand per order basis, without any long-term agreements. In April 2022, our Operating Subsidiary, Top Wealth Group (International) Limited, has entered into the Caviar Sales Agreement with Fujian Aoxuanlaisi, appointed us as its exclusive distributor in Hong Kong and Macau. We do not have any direct supply agreement with Fujian Longhuang, the PRC sturgeon farm.

For the years ended December 31, 2023, 2022 and 2021, our procurement from Fujian Aoxuanlaisi amounted to approximately US$6.2 million, US$5.3 million, and US$0.3 million respectively, representing approximately 64.3%, 90% and 100% of our total purchases for the corresponding year.

For fiscal ended December 31, 2023, Hong Kong wine distributor and importer, Silver Fame International (HK) Limited, supplies fine wine to us. We have not entered any agreement with Silver Fame International (HK) Limited, we obtain the supply of the fine wine from which on an as-demand per order basis. For the years ended December 31, 2023, 2022 and 2021, our procurement from Silver Fame International (HK) Limited amounted to approximately US$3.4 million, US$0.6 million, and nil respectively, representing approximately 35.6%, 10% and 0% of our total purchases for the corresponding year.

Fujian Aoxuanlaisi, the sole distributor of the PRC sturgeon farm

In April 2022, our Operating Subsidiary, Top Wealth Group (International) Limited, has entered into the Caviar Sales Agreement with Fujian Aoxuanlaisi, the agent and the sole distributor of Fujian Longhuang, a PRC sturgeon farm. Pursuant to the Caviar Sales Agreement between Fujian Aoxuanlaisi and Top Wealth Group (International) Limited, by way of Power of Attorney, Fujian Aoxuanlaisi appointed Top Wealth Group (International) Limited as its exclusive distributor in Hong Kong and Macau for conducting overseas distribution and granted Top Wealth Group (International) Limited the rights to procure caviar directly for a term of 10 years, from 30 April 2022 to 30 April 2032. The Caviar Sales Agreement between our Operating Subsidiary and Fujian Aoxuanlaisi and the Power of Attorney granted by Fujian Aoxuanlaisi are collectively referred as the “Exclusive Supply Agreement.”

The principal terms of the Exclusive Supply Agreement are summarized as follows:

There are no limitations on our business or ability to enter contracts with other caviar producers. There are no obligations for us to distribute caviar in Macau and we currently do not have plans to expand our business to Macau. To the best of our management’s understanding, the Fujian Aoxuanlaisi also supplies its caviar to other distributors in the PRC, Japan and various European countries. According to the exclusive supply agreement, Fujian Aoxuanlaisi has obligation to maintain long-term stable supply of caviar to us, even in the event of limited supply. According to the exclusive supply agreement, in the event Fujian Aoxuanlaisi fails to adhere to the minimum annual supply commitment in any year during the term of the exclusive supply agreement, Fujian Aoxuanlaisi shall make up the shortfall by increasing the volume of supply in the following year and the unit price attributable to such volume shall be reduced by a certain percentage. There are no provisions regarding modification, renewal and/or early termination of the agreement.

Supply chain management company

Historically and as of the date of this prospectus, we have engaged a Hong Kong-based supply chain management company, Sunfun China Limited (“Sunfun China”), to handle the logistics, warehousing and packaging workflows in our supply chain, so we can strategically focus on brand-building and product quality assurance. On July 31, 2021, our Operating Subsidiary, Top Wealth Group (International) Limited has entered into a Food Processing Factory Leasing and Service Project Agreement (“Leasing and Service Agreement”) with Sunfun China, and such agreement is subsequently renewed on the same terms and conditions on February 11, 2023, until September 10, 2024.

Pursuant to Leasing and Service Agreement, in respect of logistics services, Sunfun China is responsible for handling the customs clearance procedures and applying for import license in Hong Kong and collecting our goods at the designated delivery port. The supply chain management company is also responsible for the transportation of our caviar through cold-chain to the places designated by our customers and handling the application procedures for re-export license for delivery to foreign countries. Furthermore, Sunfun China has also leased a food processing factory located in Tsuen Wan, Hong Kong, to Top Wealth Group (International) Limited, for carrying out the packaging and labelling of our caviar products. The food processing factory has obtained a food factory license from the Food and Environmental Hygiene Department of Hong Kong which is essential for food business involving the preparation of food for sale for human consumption off the premises. The license is valid for one year from April 18, 2023 to April 17, 2024. To safeguard the palatability and freshness of our caviar products, the food processing factory is equipped with temperature control system that mandates a prescribed temperature range. Upon our requests, the Sunfun China will deploy labor for food packaging and labelling at our food processing factory located in Hong Kong.

The principal terms of Leasing and Service Agreement are summarized as follows:

As of the date of this prospectus, we have not experienced any material dispute with our suppliers and we do not foresee any material circumstances which would result in early termination of the supply agreement with our suppliers.

Inventory Management

Our inventory is mainly comprised of caviar. Depending on our inventory level and customers’ orders on hand, our sales and marketing staff will place purchase orders with our caviar supplier in the PRC. The quantity that we order from the supplier is generally slightly in excess of the quantity ordered by our customers such that we could maintain certain inventory to meet any ad-hoc orders from our customers.

We have implemented inventory management policies to monitor and control our inventory level at an optimal level to avoid obsolescence. We adopt a “first-in-first-out” policy to preserve the freshness of our caviar and reduce our loss rate. We maintain an inventory register which clearly records each inflow and outflow of our inventory. Periodic stock-take is conducted to ensure the accuracy of stock-in and stock-out information on record. To safeguard the palatability and freshness of our caviar products, they are stored at our food processing factory which is equipped with temperature control system that mandates a prescribed temperature range.

Quality Control

Food safety and quality control are of paramount importance to our reputation and business. To ensure food safety and quality, we have established a comprehensive set of standards and requirements covering each facet of our supply chain, ranging from procurement, logistics, warehousing to packaging.

We have adopted a stringent policy and procedure on selecting the source of caviar supply. Due to the perishable nature of caviar, we strictly require the caviar processing procedures which involve over 10 works steps covering roe removal from sturgeons, washing and salting of caviar, to be completed over a timeframe of 15 minutes. We have reviewed all certifications required from our caviar supplier in the PRC for, among other things, the operation of sturgeon farm in the PRC and exporting caviar products overseas. Our caviar products are endorsed with the CITES permits, which certifies that our caviar is legally traded. We conduct sample inspection on each incoming batch of caviar.

The supply chain management company has designated a quality control staff at our food processing factory to inspect and monitor the processing procedures. The quality control staff will conduct quality control testing and inspection throughout the packaging process and ensure the taste, size, quality and packaging of our caviar products conform with our quality standards and requirements.

Our caviar products are transported through cold-chain from the PRC sturgeon farm to the places designated by our customers in order to ensure their palatability and freshness.

Since the establishment of our caviar business and up to the date of this prospectus, we have not encountered any material food safety incidents and we had not experienced any product liability claims.

Environmental Protection

Both the PRC and Hong Kong are parties to the CITES. Pursuant to the Protection of Endangered Species of Animals and Plants Ordinance (Chapter 586 of the Laws of Hong Kong) (the “PESO”), the importation, introduction from the sea, exportation, re-exportation and possession or control of specified endangered species of animals and plants, along with parts and derivatives of those species, are regulated under the PESO. Schedule 1 to the PESO sets out a list of species and categorizes them into different appendices which are regulated with varying degrees of control under the PESO. Sturgeons are included as regulated species under the PESO. In compliance with the PESO, our caviar is endorsed with the Convention on International Trade in Endangered Species of Wild Fauna and Flora (“CITES”) permits, which certifies that our caviar is legally traded. For further details, please refer to the paragraph headed “Licenses and Permits” in this section below.

Due to the nature of our business, our operational activities do not directly generate industrial pollutants. As such, we have not directly incurred any cost of compliance with applicable environmental protection rules and regulations as of the date of this prospectus and do not expect that we will directly incur significant costs for such compliance in the future.

As of the date of this prospectus, we have not come across any material non-compliance issues in respect of any applicable laws and regulations on environmental protection. We have not been subject to any administrative sanctions or penalties that have a material and adverse effect on our financial condition or business operation.

Insurance

We maintain employees’ compensation insurance for our directors and employees at our office with AXA General Insurance Hong Kong Limited, which covers the liability to make payment in the case of death, injury or disability of all our employees under the Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) and at common law for injuries sustained at work. We believe that our current insurance policies are sufficient for our operations.

Employees

We had 12 full-time employees as of the date of the prosctus. All of our employees are stationed in Hong Kong. The following table sets forth the number of our full-time employees categorized by function:

We consider that we have maintained a good relationship with our employees and have not experienced any significant disputes with our employees or any disruption to our operations due to any labor disputes. In addition, we have not experienced any difficulties in the recruitment and retention of experienced core staff or skilled personnel.

Our remuneration package includes salary and discretionary bonuses. In general, we determine employees’ salaries based on their qualifications, position and seniority. In order to attract and retain valuable employees, we review the performance of our employees annually which will be taken into account in annual salary review and promotion appraisal. We provide a defined contribution to the Mandatory Provident Fund as required under the Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) for our eligible employees in Hong Kong.

Facilities

As of the date of this prospectus, we entered into the following lease agreements:

We believe that we will be able to obtain adequate facilities on reasonable terms principally through leasing, to accommodate our future expansion plans.

Licenses and Permits

CITES permits

Both the PRC and Hong Kong are parties to the CITES. Pursuant to the Protection of Endangered Species of Animals and Plants Ordinance (Chapter 586 of the Laws of Hong Kong) (the “PESO”), the importation, introduction from the sea, exportation, re-exportation and possession or control of specified endangered species of animals and plants, along with parts and derivatives of those species, are regulated under the PESO. Schedule 1 to the PESO sets out a list of species and categorizes them into different appendices which are regulated with varying degrees of control under the PESO. Sturgeons are included as regulated species under the PESO.

Importation from the PRC to Hong Kong

Under the PESO, an importer may import caviar into Hong Kong from any other jurisdiction (including the PRC) only if the importer (i) obtains an import license issued by the Director of Agriculture, Fisheries and Conservation Department of Hong Kong and produces such import license to an authorized officer of the Customs and Excise Department; and (ii) produces and surrenders the CITES permit issued by the relevant authorities of the exporting country to the authorized officer, for retention and cancellation.

In compliance with the PESO, the sturgeon farm or its agent is responsible for applying for CITES permit from the relevant regulatory authority in the PRC, while the supply chain management company is responsible for applying for import license from the Director of Agriculture, Fisheries and Conservation Department of Hong Kong on behalf of us.

Exportation from Hong Kong to foreign countries

Pursuant to the PESO, prior to the re-exportation of caviar out of Hong Kong, the re-exporter shall, pursuant to the PESO, apply for a re-export license from the Director of Agriculture, Fisheries and Conservation, which may be issued with or without conditions as the director considers appropriate. Any such re-export license obtained by the re-exporter shall be produced to an authorized officer of the Customs and Excise Department before the caviar is re-exported from Hong Kong.

In compliance with the PESO, we have engaged the supply chain management company to apply for re-export license from the Director of Agriculture, Fisheries and Conservation Department of Hong Kong on behalf of us when our caviar products are to be exported to foreign countries.

Food factory license

Pursuant to section 31(1) of the Food Business Regulation (Chapter 132X of the Laws of Hong Kong) (“FBR”), no person shall carry on or cause, permit or suffer to be carried on any food factory business except under and in accordance with a food factory license from the Food and Environmental Hygiene Department of Hong Kong (the “FEHD”), which is required for the food business involving the preparation of food for sale for human consumption off the premises.

The FEHD may grant a provisional food factory license to a new applicant who has fulfilled the basic requirements in accordance with the FBR pending fulfilment of all outstanding requirements for the issue of a full food factory license. A provisional food factory licenses is valid for a period of six months or lesser and a full food factory license is valid generally for a period of one year, both subject to payment of the prescribed license fees and continuous compliance with the requirements under the relevant legislation and regulations. A provisional food factory license is renewable once and a full food factory license is renewable annually.

In compliance with the FBR, the supply chain management company, being the landlord of our food processing factory premises, has obtained a food factory license from the FEHD for the operation of our food processing factory, which is valid for one year from April 18, 2024 to April 17, 2025, subject to further renewal.

Intellectual Property

As of the date of this prospectus, we have registered the following trademarks:

Place of registration		Trademark		Status		Trademark Number		Classes		Expiry Date
Hong Kong				Registered, August 24, 2022		306044355		29, 35		August 23, 2032
The PRC				Registered, October 7, 2022		59662676		29		October 6, 2032
Macau				Registered, August 10, 2022		N/194408		29		August 10, 2029

Legal Proceedings

We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business. During the  the years ended December 31, 2023 and 2022 and as of the date hereof, neither we nor any of our subsidiaries have been involved in any litigation, claim, administrative action or arbitration which had a material adverse effect on the operations or financial condition of the Company.

REGULATION

Our business operations are conducted in Hong Kong and are subject to Hong Kong laws and regulations. This section summarizes the most significant rules and regulations that affect our business activities in Hong Kong.

Public Health and Municipal Services Ordinance

The legal framework for food safety control in Hong Kong is set out in Part V of the Public Health and Municipal Services Ordinance (Chapter 132 of the Laws of Hong Kong) (the “Public Health Ordinance”) and the relevant sub-legislations thereunder. The Public Health Ordinance requires the manufacturers and sellers of food to ensure that their products are fit for human consumption and comply with the requirements in respect of food safety, food standards and labeling.

As the business of our Group principally involves retail of natural and organic foods in Hong Kong, our Group is subject to the Public Health Ordinance.

Section 50 of the Public Health Ordinance prohibits the manufacturing, advertising and sale in Hong Kong of food or drugs that are injurious to health. Anyone who fails to comply with this section commits an offence which carries a maximum penalty of HK$10,000 and imprisonment for three months.

Section 52 of the Public Health Ordinance provides that, subject to a number of defenses in section 53 of the same ordinance, if a seller sells to the prejudice of a purchaser any food or drug which is not of the nature, substance or quality of the food or drug demanded by the purchaser, the seller shall be guilty of an offence which carries a maximum penalty of HK$10,000 and imprisonment for three months.

According to section 54 of the Public Health Ordinance, any person who sells or offers or exposes for sale or has in his possession for the purpose of sale or preparation for sale or deposits with, or consigns to, any person for the purpose of sale or of preparation for sale, any food intended for, but unfit for, human consumption, or any drug intended for use by human but unfit for that purpose, shall be guilty of an offence. The maximum penalty for contravention of section 54 is a fine of HK$50,000 and imprisonment for six months.

Section 61 of the Public Health Ordinance provides that it shall be an offense for any person to give with any food or drug sold by him/her, or to display with any food or drug offered for sale by him/her, any label which falsely describes the food or drug or which is calculated to mislead as to its nature, substance or quality. Further, it shall also be an offense if any person publishes, or is a party to the publication of, an advertisement falsely describing any food or drug or that is likely to mislead as to the nature, substance or quality of any food or drug. However, the offender can rely on warranty as a defense.

Section 71(2) of the Public Health Ordinance specifies that if a warranty is given by a person resident outside Hong Kong, it shall only be a defense if the company (i) has, not later than three clear days before the date of the hearing, sent to the prosecutor a copy of the warranty with a notice stating that he/she intends to rely on it and specifying the name and address of the person from whom he/she received it; and (ii) has also sent a like notice to that person. In addition, the company has to prove that it had taken reasonable steps to ascertain, and did in fact believe in, the accuracy of the statement contained therein.

Import and Export Ordinance

The Import and Export Ordinance (Chapter 60 of the Laws of Hong Kong) provides for the regulation and control of, amongst other things, the import and export of articles into or out of Hong Kong. According to the Import and Export (Registration) Regulations (Chapter 60E of the Laws of Hong Kong), a subsidiary legislation of the Import and Export Ordinance, an importer is under an obligation to lodge with the Customs and Excise Department an accurate and complete import declaration through a specified “Government Electronic Trading Services” provider. Further, a similar obligation is imposed on an exporter by the same Regulations.

Food Safety Ordinance

Food Safety Ordinance (Chapter 612 of the Laws of Hong Kong) (the “Food Safety Ordinance”) establishes a registration scheme for food importers and food distributors to require the keeping of records by persons who acquire, capture, import or supply food and to enable food import controls to be imposed.

Registration as food importer or distributor

Sections 4 and 5 of the Food Safety Ordinance require any person who carries on a food importation business or food distribution business to register with the Food and Environmental Hygiene Department as a food importer or food distributor.

Any person who does not register but carries on a food importation or distribution business, without reasonable excuse, commits an offence and is liable to a maximum fine of HK$50,000 and imprisonment for six months.

Record-keeping requirement relating to movement of food

Section 22 of the Food Safety Ordinance provides that a person who, in the course of business, imports food must record the following information about the acquisition of the food:

A record must be made under this section at or before the time the food is imported. Any person who fails to comply with the record-keeping requirement, without reasonable excuse, commits an offence and is liable to a maximum fine of HK$10,000 and imprisonment for three months.

Section 24 of the Food Safety Ordinance provides that a person who, in the course of business, supplies food in Hong Kong by wholesale must record the following information about the supply:

A record must be made under this section within 72 hours after the time the supply took place. Any person who fails to comply with the record-keeping requirement, without reasonable excuse, commits an offence and is liable to a maximum fine of HK$10,000 and imprisonment for three months.

Protection of Endangered Species of Animals and Plants Ordinance

Both China and Hong Kong are parties to the Convention on International Trade in Endangered Species of Wild Fauna and Flora (“CITES”). The Protection of Endangered Species of Animals and Plants Ordinance (Chapter 586 of the Laws of Hong Kong) (the “PESO”) came into effect on 1 December 2006 to give effect to the CITES in Hong Kong. The importation, introduction from the sea, exportation, re-exportation and possession or control of specified endangered species of animals and plants, along with parts and derivatives of those species, are thus regulated under the PESO. Schedule 1 to the PESO sets out a list of species and categorizes them into different appendices which are regulated with varying degrees of control under the PESO. Sturgeons (except the species included in Appendix I) are included as an “Appendix II species”.

Under the PESO, an importer may import into Hong Kong from any other jurisdiction (including the PRC) caviar if (i) the importer produces the CITES permit issued by the relevant authorities of the exporting country to an authorized officer of the Customs and Excise Department; (ii) an authorized officer has inspected the caviar to compare it with the particulars on the CITES permit and is satisfied that the particulars tally; and (iii) the importer surrenders to the authorized officer the CITES permit for retention and cancellation.

Prior to the re-exportation of caviar out of Hong Kong, the re-exporter shall, pursuant to the PESO, apply for a re-export license from the Director of Agriculture, Fisheries and Conservation, which may be issued with or without conditions as the director considers appropriate. Any such re-export license obtained by the re-exporter shall be produced to an authorized officer of the Customs and Excise Department before the caviar is re-exported from Hong Kong.

As stipulated in the PESO, a person commits an offence if he or she imports caviar without an import license or re-exports caviar without a re-export license. A person guilty of an offence above is liable on conviction to a fine and imprisonment. Higher penalties can be imposed by the court if the offence is committed for commercial purposes.

Consumer Goods Safety Ordinance

The Consumer Goods Safety Ordinance (Chapter 456 of the Laws of Hong Kong) (the “Consumer Goods Safety Ordinance”) imposes a duty on manufacturers, importers and suppliers of certain consumer goods to ensure that the consumer goods they supply are safe and for incidental purposes.

Our products, other than food (which are specifically excluded under the schedule of the Consumer Goods Safety Ordinance), are regulated by the Consumer Goods Safety Ordinance and the Consumer Goods Safety Regulation (Chapter 456A of the Laws of Hong Kong) (the “Consumer Goods Safety Regulation”).

Section 4(1) of the Consumer Goods Safety Ordinance requires consumer goods to be reasonably safe having regard to all of the circumstances including (a) the manner in which, and the purpose for which the products are presented, promoted or marketed; (b) the use of any mark in relation to the consumer goods, instructions or warnings given for the keeping, use or consumption of the consumer goods; (c) reasonable safety standards published by a standards institute or similar bodies for consumer goods of the description which applies to the consumer goods or for matters relating to consumer goods of that description; and (d) the existence of any reasonable means to make the consumer goods safer.

According to section 2(1) of the Consumer Goods Safety Regulation, where consumer goods on their packages are marked with, or where any labels affixed to or any documents enclosed in their packages contain, any warning or caution regarding the safe keeping, use, consumption or disposal, such warning or caution shall be in both the English and the Chinese languages. Such warnings and cautions, as required by section 2(2) of the Consumer Goods Safety Regulation, shall be legible and be placed in a conspicuous position on (a) the consumer goods; (b) any package of the consumer goods; (c) a label securely affixed to the package; or (d) a document enclosed in the package.

Food and Drugs (Composition and Labelling) Regulations

Food and Drugs (Composition and Labelling) Regulations (Chapter 132W of the Laws of Hong Kong) (the “Food and Drugs Regulations”), which are under the Public Health Ordinance, contains provisions governing the advertising and labeling of food.

Regulation 3 of the Food and Drugs Regulations provides that the composition of foods and drugs specified in Schedule 1 shall be up to the standards as specified in that schedule. The applicability of individual standards specified thereunder depends on whether the individual product in question is considered “drug” as defined in the Public Health Ordinance.

Pursuant to Regulation 5 of the Food and Drugs Regulations, any person who advertises for sale, sells or manufactures for sale any food or drug which does not conform to the relevant requirements as to the composition prescribed in Schedule 1 to the Food and Drugs Regulations commits an offence and is liable to a fine of HK$50,000 and imprisonment for six months.

Regulation 4A of the Food and Drugs Regulations requires all pre-packaged food and products sold by our Group (except for those listed in Schedule 4 thereto) to be marked and labeled in the manner prescribed in Schedule 3 to the Food and Drugs Regulations. Schedule 3 contains labeling requirements in respect of stating the product’s name or designation, ingredients, “best before” or “use by” date, special conditions for storage or instructions for use, manufacturer’s or packer’s name and address and count, weight or volume. Additionally, Schedule 3 also includes requirements on the appropriate language or languages for marking or labelling pre-packaged food. Contravention of those requirements may result in a conviction carrying a maximum penalty of HK$50,000 and imprisonment for six months.

In accordance with Regulation 4B of the Food and Drugs Regulations, generally pre-packaged food sold by our Group should be marked or labeled with its energy value and nutrient content in the manner prescribed in Part 1 of Schedule 5, and nutrition claims, if any, made on the label of the product or in any advertisement for the product should comply with Part 2 of Schedule 5. Contravention of those requirements may result in a conviction carrying a maximum penalty of HK$50,000 and imprisonment for six months.

Food Business Regulation

Regulation 31 of the Food Business Regulation (Chapter 132X of the Laws of Hong Kong) (the “Food Business Regulation”) provides that, except under and in accordance with a license granted under the Food Business Regulation, no person shall carry on or cause or permit or suffer to be carried on any food business including a food factory. “Food factory” is defined as any food business which involves the preparation of food for sale for human consumption off the premises.

Trade Descriptions Ordinance

The Trade Descriptions Ordinance (Chapter 362 of the Laws of Hong Kong) makes it an offence for any person, in the course of trade or business, to (i) apply for a false trade description to any goods; (ii) supply or offer to supply any goods to which a false trade description is applied; or (iii) has in his possession for sale or for any purpose of trade or manufacture any goods to which a false trade description is applied. Furthermore, pursuant to the same legislation, it is an offence for a person to import or export any goods to which a false trade description is applied.

Employment Ordinance

The Employment Ordinance (Chapter 57 of the Laws of Hong Kong) (the “EO”) provides for the protection of the wages of employees and regulates the general conditions of employment and employment agencies. Under the EO, an employee is generally entitled to, amongst other things, notice of termination of his or her employment contract; payment in lieu of notice; maternity protection in the case of a pregnant employee; not less than one rest day in every period of seven days; severance payments or long service payments; sickness allowance; statutory holidays or alternative holidays; and paid annual leave of up to 14 days depending on the period of employment.

Employees’ Compensation Ordinance

The Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) (the “ECO”) is provides for the payment of compensation to employees injured in the course of employment. As stipulated by the ECO, an employer is required to take out an insurance policy to insure against the injury risk of his or her employees. Any employer who contravenes this requirement commits a criminal offence and is liable on conviction to a fine and imprisonment. An employer who has taken out an insurance policy under the ECO is required to display a prescribed notice of insurance in a conspicuous place on each of its premises where any employee is employed.

Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong)

The Minimum Wage Ordinance provides for a prescribed minimum hourly wage rate (set at HK$40 per hour as at the date of this prospectus) during the wage period for every employee engaged under a contract of employment under the Employment Ordinance. Any provision of the employment contract which purports to extinguish or reduce the right, benefit or protection conferred on the employee by the Minimum Wage Ordinance is void.

Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) (“MPF Schemes Ordinance”)

Employers are required to enroll their regular employees (except for certain exempt persons) aged between at least 18 but under 65 years of age and employed for 60 days or more in a Mandatory Provident Fund (“MPF”) scheme within the first 60 days of employment.

For both employees and employers, it is mandatory to make regular contributions into a MPF scheme. For an employee, subject to the maximum and minimum levels of income (set at HK$30,000 and HK$7,100 per month, respectively, as at the date of this prospectus), an employer will deduct 5% of the relevant income on behalf of an employee as mandatory contributions to a registered MPF scheme with a ceiling (set at HK$1,500 as at the date of this prospectus). Employer will also be required to contribute an amount equivalent to 5% of an employee’s relevant income to the MPF scheme, subject only to the maximum level of income (set at HK$30,000 as at the date of this prospectus).

MANAGEMENT

Directors and Executive Officers

The following table provides information regarding our executive officers and directors as of the date hereof:

Kim Kwan Kings, WONG  is the chief executive officer, Director, and the Chairman of the board of the Company, overseeing the general corporate strategy and brand promotion management and business expansion. Mr. Wong is one of the founders of the Company, and has committed to expanding and promoting the Company’s business and international market for caviar products. Mr. Wong has extensive experience in market promotion, brand promotion, sales channel expansion, business planning in industries including new retail, health supplement, biotechnology, artificial intelligence. In the past five years, Mr. Wong has been the chief executive officer of TW HK.

Hung, CHEUNG is the Director of the Company. Mr. Cheung is responsible for our Group’s overall management, merger and acquisition and corporate/commercial transaction matters. Mr. Cheung has over 20 years of experience in corporate finance, business and administrative management. Since January 2023, Mr. Cheung has served as an executive director of Great Wall Terroir Holdings Limited (HKEx: 524), a company listed on the main board of the Stock Exchange of Hong Kong Limited. From 2015 to 2023, Mr. Cheung was a partner of DM Capital Limited, an asset management company based in the PRC. From January 2010 to October 2016, Mr. Cheung served as chairman of the board of China Biotech Services Holdings Limited (HKEx: 8037), a company listed on the GEM of the Stock Exchange of Hong Kong Limited. From 2003 to 2004, Mr. Cheung served as a non-executive director of Capital VC Limited (HKEx: 2324), a company listed on the main board of the Stock Exchange of Hong Kong Limited. Mr. Cheung obtained a Master of Business Administration from the Chinese University of Hong Kong in 2001.

Kwok Kuen, YUEN has served as our chief financial officer since December 1, 2022. Mr. Yuen has more than 20 years of experience of handling financial and audit operation in companies. From February 2004 to January 2008, Mr. Yuen worked in PricewaterhouseCoopers, with his last position as manager of the assurance department and from February 2008 to March 2015, he worked at PKF Hong Kong Limited with his last position as senior audit manager. Mr. Yuen has extensive experience in providing consulting services to reverse acquisition projects, merger and acquisition, due diligence, corporate reorganization, internal control and system inspection. Mr. Yuen is familiar with Hong Kong audit principals, corporation laws, listing rules, corporate audit, public offering and private placement. Mr. Yuen received a Bachelor degree of business from Monash University in September 1998. He is also member of CPA Australia and Hong Kong Institute of Certified Public Accountants. Since August 2016, Mr. Yuen has been an independent non-executive director of China Tian Yuan Healthcare Group Limited (HKEx: 557), a company listed on the Hong Kong Stock Exchange.

Feiyong, LI is our director and the chairman of the nominating committee and the member of the compensation committee and audit committee. Mr. Li has served as an independent director and the chairman of Nominating and Corporate Governance Committee of Jayud Global Logistics Limited (NASDAQ: JYD) since March 31, 2023. Mr. Li has extensive experience in advising equity investment projects in the Hong Kong and U.S. market and served a number of licensed corporations under the Securities and Futures Ordinance of Hong Kong. Mr. Li has been serving as the investment manager at Koala Securities Limited since 2019. Mr. Li previously served as the general manager of Zen Corporate Consulting Limited from 2012 to 2021, where he focused on providing public relations processing services, listing consulting services, and corporate investment and financing services. From 2013 to 2020, Mr. Li also served as the chief investment officer of CNI Securities Group Limited, where he was responsible for project investment and financing. From 2009 to 2011, Mr. Li consecutively served as the investment consultant of Kingston Securities Limited and Guoyuan Securities Brokerage (Hong Kong) Limited. Mr. Li received an advanced diploma in business studies from the Windsor Management College of Singapore in 2021.

Phei Suan, HO is our director and the chairwoman of the audit committee and the member of the nominating committee and the compensation committee. Ms. Ho has over 20 years’ experience in accounting, audit and corporate financing experience. Since October 2017, Ms. Ho served as the chief financial officer of Furniweb Holdings Limited (HKEx: 8480), a company listed on GEM of the Stock Exchange of Hong Kong Limited. From May 2014 to September 2017, Ms. Ho served as the group financial controller of PRG Holdings Berhad, a company listed on the main market of Busa Malaysia Securities Berhad. From April 2012 to April 2014, Ms. Ho served as the head of corporate finance of Encorp Berhad, a company listed on the main market of Busa Malaysia Securities Berhad. From April 2011 to March 2012, Ms. Ho served as the financial business consultant of Hewlett-Packard (Malaysia) Sdn Bhd. From March 2008 to October 2010, Ms. Ho served as an audit manager of KPMG China. From August 2002 to February 2008, Ms. Ho served as an audit manager of Ernst & Young in Malaysia. Ms. Ho obtained a bachelor degree of Accountancy from the University of Malaya in Malaysia in 2002. She has been a Chartered Accountant under the Malaysian Institute of Accountants since 2006 and a Certified Public Accountant of the Malaysian Institute of Certified Public Accountants since 2007.

Wai Chun, CHIK is our director and the chair of our compensation committee and the member of the nominating committee and audit committee. Ms. Chik has over 15 years of experience in the auditing, accounting, corporate governance and company secretarial matters. She currently serves as the company secretary of P.B. Group Limited, a company that is listed on the Hong Kong Stock Exchange (HKEx: 8331) since August 2019, and FingerTango Inc., a company that is listed on the Hong Kong Stock Exchange (HKEx: 6860) since July 2023. She also currently serves as the independent non-executive director at Boltek Holdings Limited, a company that is listed on the Hong Kong Stock Exchange (HKEx: 8601), since September 2021. Furthermore, Ms. Chik is currently the head of company secretarial department of P.B. Advisory Limited. Ms. Chik obtained the master of corporate governance degree from the Hong Kong Polytechnic University in 2015. She was admitted as a member of CPA Australia in June 2011. Ms. Chik was also certified as a certified public accountant by the Hong Kong Institute of Certified Public Accountants in September 2011, and was admitted as an associate of both the Hong Kong Chartered Governance Institute (formerly known as the Hong Kong Institute of Chartered Secretaries) and the Chartered Governance Institute (formerly known as the Institute of Chartered Secretaries and Administrators) in March 2016.

Family Relationships

None of the directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.

Board of Directors

Our board of directors consists of five directors. A director is not required to hold any shares in our company to qualify to serve as a director. Subject to the rules of the relevant stock exchange and disqualification by the chairman of the board of directors, a director may vote with respect to any contract, proposed contract, or arrangement in which he or she is materially interested. A director may exercise all the powers of the company to borrow money, mortgage its business, property and uncalled capital and issue debentures or other securities whenever money is borrowed or as security for any obligation of the company or of any third party. There are no directors’ service contracts with the Company or its subsidiaries providing for benefits upon termination of employment.

Committees of the Board of Directors

Our board of directors has established an audit committee, a compensation committee, and a nominating committee under the board of directors, and an investment committee under the management. Our board of directors has adopted a charter for the audit committee, the compensation committee, and the nominating committee. Each committee’s members and functions are described below.

Audit Committee. Our audit committee consists of Feiyong, LI, Phei Suan, HO, Wai Chun, CHIK. Ms. Phei Suan, HO is the chair of our audit committee. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be responsible for, among other things:

Compensation Committee. Our compensation committee consists of Feiyong, LI, Phei Suan, HO, Wai Chun, CHIK. Ms. Wai Chun, CHIK is the chair of our compensation committee. The compensation committee will be responsible for, among other things:

Nominating Committee. Our nominating committee consists of Feiyong, LI, Phei Suan, HO, Wai Chun. CHIK Mr. Feiyong, LI is the chair of our nominating committee. We have determined that Feiyong, LI, Phei Suan, HO, and Wai Chun, CHIK satisfy the “independence” requirements under NASDAQ Rule 5605. The nominating committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating committee will be responsible for, among other things:

Duties of Directors

Under Cayman Islands law, our directors owe fiduciary duties to us, including a duty of loyalty, a duty to act honestly, in good faith and with a view to our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also owe to our company a duty to act with skill and care. English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association (as may be amended from time to time) and the class rights vested thereunder in the holders of the shares. Our company has a right to seek damages against any director who breaches a duty owed to us. A shareholder may in certain limited exceptional circumstances have the right to seek damages in our name if a duty owed by our directors is breached.

Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The functions and powers of our board of directors include, among others:

Terms of Directors and Officers

Our officers are elected by and serve at the discretion of the board of directors. Our directors are not subject to a term of office and hold office until their resignation, death or incapacity, or until their respective successors have been elected and qualified or until his or her office is otherwise vacated in accordance with our articles of association as may be amended from time to time.

A director will also be removed from office automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors, (ii) dies or is found to be or becomes of unsound mind, (iii) resigns his office by notice in writing, (iv) without special leave of absence from our board, is absent from meetings of our board for a continuous period of six months, or (v) is removed from office pursuant to any other provisions of our memorandum and articles of association (as may be amended from time to time).

Limitation on Liability and Other Indemnification Matters

Cayman Islands law allows us to indemnify our directors, officers and auditors acting in relation to any of our affairs against actions, costs, charges, losses, damages and expenses incurred by reason of any act done or omitted in the execution of their duties as our directors, officers and auditors.

Under our memorandum and articles of association, we may indemnify our directors and officers, among other persons, from and against all actions, costs, charges, losses, damages and expenses which they or any of them may incur or sustain by reason of any act done, concurred in or omitted in or about the execution of their duty or supposed duty in their respective offices or trusts, except such (if any) as they shall incur or sustain through their own fraud or dishonesty.

Board Diversity

Agreements with Executive Officers and/or Directors

We have entered into employment agreements with our senior executive officers and/or Directors.

Mr. Kim Kwan Kings, WONG and Mr. Hung, CHEUNG

TW Cayman entered into separate employment agreements with: (a) Mr. Kim Kwan Kings, WONG, the Director, Chief Executive Officer, and the Chairman of the Board, on May 16, 2023; and (b) Mr. Mr. Hung, CHEUNG, the Director, on October 27, 2023, respectively (collectively, the Directors Employment Agreements).

The initial term of employment under the Directors Employment Agreements is for a term of one year unless terminated earlier. Upon expiration of the initial-year term, the Employment Agreements shall be automatically extended for successive one-year terms unless a three-months prior written notice to terminate the Directors Employment Agreement or unless terminated earlier pursuant to the terms of the Directors Employment Agreements.

Pursuant to the Directors Employment Agreements, Mr. Wong and Mr. Cheung will receive a nominal cash compensation of salary US$ 1 annually, each, for their capacities with TW Cayman. TW Cayman is entitled to terminate their agreement for cause at any time without remuneration for certain acts of Mr. Wong and Mr. Cheung, as being convicted of any criminal conduct, any act of gross or willful misconduct, or any severe, willful, grossly negligent, or persistent breach of any employment agreement provision, or engaging in any conduct which may make the continued employment of such officer detrimental to our company. Mr. Wong and Mr. Cheung have agreed to hold, both during and after the terms of his or her agreement, in confidence and not to use for the officer’s benefit or the benefit of any third party, any trade secrets, other information of a confidential nature or non-public information of or relating to us in respect of which we owe a duty of confidentiality to a third party. In addition, each Mr. Wong and Mr. Cheung has agreed not to, for a period of one year following the termination of his employment, carry on any business in direct competition with the business of the Top Wealth group of companies, solicit or seek or endeavor to entice away any customers, clients, representative, or agent of the Top Wealth group of companies or in the habit of dealing with the Top Wealth group of companies who is or shall at any time within two years prior to such cessation have been a customer, client, representative, or agent of the Top Wealth group of companies, and use a name including the words used by the Top Wealth group of companies in its name or in the name of any of its products, services or their derivative terms, or Chinese or English equivalent in such a way as to be capable of or likely to be confused with the name of the Top Wealth group of companies.

Furthermore, TW HK, our Operating Subsidiary, has entered letter of employment with Mr. Hung, CHEUNG on June 25, 2022. Pursuant to the letter of employment, commenced on July 1, 2022, Mr. Cheung have been employed as the Manager of TW HK, for a base monthly salary of HK$ 20,000 (approximately US$2,650) and Mandatory Provident Fund (MPF) pension contribution. As provided by the letter of employment, Mr. Cheung is required to refrain from servicing other company or business which will conflict with TW HK’s interest and from infringing the confidentiality principal of TW HK. Either Mr. Cheung or TW HK may terminate employment of Mr. Cheung with TW HK, by giving one month notice in writing.

Mr. Cheung will continue to receive compensation, in the form of salary and pension, from the Operating Subsidiary.

Mr. Kwok Kuen, YUEN

On May 16, 2023, TW Cayman entered into employment agreement with Mr. Mr. Kwok Kuen, YUEN, the Chief Financial Officer. This employment agreement shall continue to be effect until or unless terminated by either Mr. Yuen or TW Cayman by giving not less than three (3) months’ notice in writing or payment in lieu, or terminated earlier pursuant to the terms of the employment agreement. TW Cayman may terminate the Mr. Yuen’s employment immediately without notice or payment in lieu if Mr. Yuen: willfully disobeys a lawful and reasonable order, misconducts himself such conduct being inconsistent with the due and faithful discharge of his duties, commits a fraudulent or dishonest acts, is habitually neglectful in his duties; or on any other ground on which the TW Cayman would be entitled to terminate Mr. Yuen’s employment without notice at common law.

Pursuant to his employment agreements, Mr. Yuen receive cash compensation of salary HK$35,000 (approximately US$4,490) monthly.

Mr. Yuen further undertook to maintain in strict confidence any and all information of Top Wealth group of companies or of any other third parties to which he may have access. During and for a period of two (2) years after Mr. Yuen’s employment, Mr. Yuen will not use for his own account or divulge or disclose to any person, firm or company any trade secret, intellectual property or any other confidential information of the Top Wealth group of companies, include but shall not be limited to all information not in the public domain concerning the business, products, customer and client lists and contact details, procedures, processes and management strategies know-how, technology, accounts, finances, business and marketing plans, contracts, suppliers and business affairs of Top Wealth group of companies.

Both during and after a further period of six (6) months following the termination of his employment, Mr. Yuen has agreed not to, approach, canvass, solicit or otherwise endeavor to entice away from any person who at any time during the twelve (12) months preceding the termination of Mr. Yuen’s employment that has been a customer or supplier of the Top Wealth group of companies and during such period he shall not use his knowledge of or influence over any such customer or supplier to or for his own benefit or the benefit of any other person carrying on business in competition with the Company or otherwise use his knowledge of or influence over any such customer or supplier to the detriment of the Company, and not to solicit or entice or endeavor to solicit or entice away from Top Wealth group of companies any person who at the date of termination is employed or engaged by the Top Wealth group of companies in a managerial, executive or sales capacity and with whom Mr. Yuen has had material dealings or was directly managed by or reported to Mr. Yuen within the period of twelve (12) months immediately prior to the date of termination.

Furthermore, TW HK, our Operating Subsidiary, has entered letter of employment with Mr. Yuen on November 20, 2022. Pursuant to the letter of employment, commenced on December 1, 2022, Mr. Yuen have been employed as the Chief Financial Officer of TW HK, for a base monthly salary of HK$ 35,000 (approximately US$4,490) and Mandatory Provident Fund (MPF) pension contribution.

Compensation of Directors and Executive Officers

For the fiscal year ended December 31, 2023, we paid an aggregate of HK$ 876,000 (US$ 112,308) as compensation to our directors and executive officers as well as an aggregate of HK$36,000 (US$4,615) contributions to the Mandatory Provident Fund (“MPF”), a statutory retirement scheme introduced after the enactment of the Mandatory Provident Fund Schemes Ordinance in Hong Kong.

For the fiscal year ended December 31,2022 we paid an aggregate of HK$153,000 (US$19,615) as compensation to our directors and executive officers as well as an aggregate of HK$6,000 (US$769) contributions to the MPF.

As the appointments of our independent directors was effective on March 29, 2024, for the fiscal year ended December 31, 2023 and 2022, we did not have any non-executive directors and therefore have not paid any compensation to any non-executive directors.

Except our contribution to the MPF, we have not set aside or accrued any amount to provide pension, retirement, or other similar benefits to our directors and executive officers. We do not have any equity incentive plan in place as of the date of this prospectus.

Code of Conduct and Ethics and Executive Compensation Recovery Policy

We have adopted (i) a written code of business conduct and ethics and (ii) Executive Compensation Recovery Policy that applies to our officers, and employees, including our chief executive officer, chief financial officer, principal accounting officer or controller or persons performing similar functions, (collectively the “Policies”). We intend to disclose any amendments to the Policies, and any waivers of the Policies for our Directors, executive officers and senior finance executives, on our website to the extent required by applicable U.S. federal securities laws and the corporate governance rules of Nasdaq.

PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding the beneficial ownership of our share capital by:

The calculations in the table below are based on 29,000,000 Ordinary Shares outstanding as of the date of this prospectus, and 56,000,000 Ordinary Shares issued and outstanding immediately after the completion of this offering. All of our shareholders who own our Ordinary Shares have the same voting rights.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the SEC and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within sixty (60) days through the conversion or exercise of any convertible security, warrant, option or other right. More than one (1) person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within sixty (60) days, by the sum of the number of shares outstanding as of such date, plus the number of shares as to which such person has the right to acquire voting or investment power within sixty (60) days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our shares listed below have sole voting and investment power with respect to the shares shown.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company.

RELATED PARTY TRANSACTIONS

Employment Agreements and Indemnification Agreements

See “Management — Employment Agreements and Indemnification Agreements.”

Other Transactions with Related Parties

As of December 31, 2023, the Company had the following balances due with related parties:

As of December 31, 2022, the Company had the following balances due with related parties:

Mother Nature Health (HK) Limited has ceased to be a related party after December 31, 2022. On August 9, 2022, Mother Nature Health (HK) Limited entered into the trade transaction with the Operating Subsidiary, Top Wealth Group (International) Limited, from which the account receivables of the amount of $5,436 was incurred. The $5,436 account receivable have been fully paid by Mother Nature Health (HK) Limited as of the date of the prospectus. These transactions with Mother Nature Health (HK) Limited were not considered as related party transactions in the year ended December 31, 2023.

Kin Fai, CHONG, the former director and the former principal owner of Top Wealth Group (International) Limited prior to the reorganization of the group, currently a 10% shareholder of Winwin Development Group Limited, the Company’s controlling shareholder, received from the Company cash advance in the form of interest-free loans, which was to pay for his expenses generated from his business trip on July 14, 2021. The advance has been fully repaid as of the date of the this report.

Kim Kwan Kings, WONG is a director and CEO of the Company. On July 14, 2022 and December 31, 2021, Mr. Wong has lent cash to the Top Wealth Group (International) Limited, the Operating Subsidiary, in the form of interest-free loan, with the purpose of solidifying the its work capital. The outstanding amount due to Mr. Wong as of the date of the prospectus is $160,089.

During the fiscal year ended December 31, 2023, the Company had following related party transactions:

During the fiscal year ended December 31, 2022, the Company had following related party transactions:

During 2021, the Company had following related party transactions:

DESCRIPTION OF SHARE CAPITAL

Top Wealth Group Holding Limited is an exempted company incorporated in the Cayman Islands and our corporate affairs are governed by our articles of association, the Companies Act, and the common law of the Cayman Islands.

At incorporation, our authorized share capital is US$50,000, divided into 500,000,000 ordinary shares, par value US$0.0001 per share. Upon incorporation, 1 ordinary share of US$0.0001 was issued a par. On March 1, 2023, 99 ordinary shares of US$0.0001 each were issued at par. All these ordinary shares rank pari-passu with the exiting share in all respect.

Thereafter, on April 28, 2023, 650 ordinary shares of US$0.0001 each were issued to the Company’s then-sole owner at par. All these ordinary shares rank pari-passu with the exiting shares in all respect.

Furthermore, on the same date, April 18, 2023, the then-sole owner of the Company sold a total of 190 Ordinary Shares, out of its 750 Ordinary Shares, to five shareholders.

On October 12, 2023, in contemplation of Company’s initial public offering, the Company further issued 26,999,250 ordinary shares in aggregate to its existing shareholders at par value, on a pro rata basis proportional to the shareholders’ existing equity interests (collectively refers as the “Pro Rata Share Issuance”). After the Pro Rata Share Issuance, 27,000,000 Ordinary Shares were issued and outstanding. All these ordinary shares rank pari-passu with the exiting shares in all respect. This Pro Rata Share Issuance has treated as share split.

On April 18, 2024, the Company closed its initial public offering of 2,000,000 Ordinary Shares at a public offering price of US$4.00 per Ordinary Share.

As of the date of this prospectus, 29,000,000 Ordinary Shares were issued and outstanding.

Ordinary Shares

General

Our ordinary shares are issued in registered form, and are issued when registered in our register of members. Unless the board of directors determine otherwise, each holder of our ordinary shares will not receive a certificate in respect of such ordinary shares. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares. We may not issue shares or warrants to bearer.

As at the date of this Prospectus, the Company has no outstanding options, warrants and other convertible securities.

Subject to the provisions of the Companies Act and our articles regarding redemption and purchase of the shares, the directors have general and unconditional authority to allot (with or without confirming rights of renunciation), grant options over or otherwise deal with any unissued shares to such persons, at such times and on such terms and conditions as they may decide. The directors may deal with unissued shares either at a premium or at par, or with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise. No share may be issued at a discount except in accordance with the provisions of the Companies Act. The directors may refuse to accept any application for shares, and may accept any application in whole or in part, for any reason or for no reason.

Listing

Our Ordinary Share are traded on the Nasdaq Capital Market under the ticker symbol “TWG.”

Transfer Agent and Registrar

The transfer agent and registrar for the Ordinary Shares is VStock Transfer, LLC. The transfer agent and registrar’s address is 18 Lafayette Place, Woodmere, NY 11598.

Dividends

The holders of our Ordinary Shares are entitled to such dividends as may be declared by our Board of Directors, subject to the Companies Act. Subject to the provisions of the Companies Act and any rights attaching to any class or classes of shares under and in accordance with the articles, our articles provide that the directors may from time to time declare dividends (including interim dividends) and other distributions on shares of the Company in issue and authorize payment of the same out of the funds of the Company lawfully available therefor. Our shareholders may, by ordinary resolution, declare dividends but no such dividend shall exceed the amount recommended by the directors. No dividend shall be paid otherwise than out of profits or, subject to the restrictions of the Companies Act regarding the application of a company’s share premium account and with the sanction of an ordinary resolution, the share premium account. The directors when paying dividends to shareholders may make such payment either in cash or in specie.

Unless provided by the rights attached to a share, no dividend shall bear interest.

Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every shareholder of record present in person or by proxy at a general meeting shall have one vote and on a poll every shareholder of record present in person or by proxy shall have one (1) vote for each share registered in his name in the register of Members.

An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attached to the Ordinary Shares cast by those shareholders entitled to vote who are present in person or by proxy (or, in the case of corporations, by their duly authorized representatives) at a general meeting, while a special resolution requires the affirmative vote of a majority of not less than two-thirds of the votes attached to the Ordinary Shares cast by those shareholders who are present in person or by proxy (or, in the case of corporations, by their duly authorized representatives) at a general meeting. Both ordinary resolutions and special resolutions may also be passed by a unanimous written resolution signed by all the shareholders of our company, as permitted by the Companies Act and our amended and restated memorandum and articles of association. A special resolution will be required for important matters such as a change of name or making changes to our amended and restated memorandum and articles of association.

Cumulative Voting

Delaware law permits cumulative voting for the election of directors only if expressly authorized in the certificate of incorporation. There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands but our amended and restated memorandum and articles of association do not provide for cumulative voting.

Pre-emptive Rights

There are no pre-emptive rights applicable to the issue by us of Ordinary Shares under our amended and restated memorandum and articles of association.

Options Grants

Effective on August 1, 2022, Top Wealth (International) Limited (“TW HK”), the Operating Subsidiary, entered into a Corporate Development Consultant Appointment Agreement with Mr. Haitong, CHEN (the “Consultancy Agreement”), in which TW HK appointed Mr. Chen for a term of 10 months commencing from August 1, 2022 to June 30, 2023, subject to extension or early termination, to provide corporate development, project management, and capital financing consultancy services in connection to the Company’s IPO in the United States. Pursuant to the Consultancy Agreement, in addition to a fixed cash remuneration to Mr. Chen, TW HK will also cause TW Cayman to grant stock options to Mr. Chen to acquire an aggregate of 1,080,000 Ordinary Shares of TW Cayman after Company’s IPO, representing 4% of the Ordinary Shares of TW Cayman issued and outstanding prior to the IPO (the “Consultancy Stock Option”). The options granted to Mr. Chen will vest and become exercisable over a period of three years in three equal tranches, on the first, second, and third anniversary of the date of Company’s listing on Nasdaq capital market. All options shall be exercised after three anniversaries and within 60 months of Company’s listing, otherwise the unexercised options will be null and void. The applicable exercise price for the Consultancy Stock Option that to be granted to Mr. Chen is fifty percent (50%) of the IPO Price per Ordinary Shares offered by the Company.

Upon the expiration of the term of the Consultancy Agreement, Mr. Chen and the Company mutually agreed not to extend Consultancy Agreement.

Our Memorandum and Articles of Association

The following are summaries of the material provisions of our amended and restated memorandum and articles of association and the Companies Act, insofar as they relate to the material terms of our Ordinary Shares. They do not purport to be complete. Reference is made to our amended and restated memorandum and articles of association, a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part (and which is referred to in this section as, respectively, the “memorandum” and the “articles”).

Meetings of Shareholders

As a Cayman Islands exempted company, we are not obligated by the Companies Act to call shareholders’ annual general meetings; accordingly, we may, but shall not be obliged to, in each year hold a general meeting as an annual general meeting. Any annual general meeting held shall be held at such time and place as may be determined by our board of directors. All general meetings other than annual general meetings shall be called extraordinary general meetings.

The directors may convene a meeting of shareholders whenever they think necessary or desirable. At least 5 clear days’ notice of a general meeting shall be given to shareholders entitled to attend and vote at such meeting. The notice shall specify the place, the day and the hour of the meeting and the general nature of that business. In addition, if a resolution is proposed as a special resolution, the text of that resolution shall be given to all shareholders. Notice of every general meeting shall also be given to the directors. Subject to the Cayman Companies Act and with the consent of the shareholders who, individually or collectively, hold at least 90 percent of the voting rights of all those who have a right to vote at a general meeting, a general meeting may be convened on shorter notice.

Our board of directors must convene a general meeting upon the written requisition of one or more shareholders entitled to attend and vote at a general meeting of the Company holding not less than 10% of the rights to vote at such general meeting in respect to the matter for which the meeting is requested, specifying the purpose of the meeting and signed by each of the shareholders making the requisition. If the directors do not convene such meeting within 21 clear days’ from the date of receipt of the written requisition, those shareholders who requested the meeting or any of them may convene the general meeting themselves within three months after the end of such period of 21 clear days in which case reasonable expenses incurred by them as a result of the directors failing to convene a meeting shall be reimbursed by us.

No business may be transacted at any general meeting unless a quorum is present at the time the meeting proceeds to business. A quorum shall consist of the presence (whether in person or represented by proxy) of one shareholder if the Company has one shareholder and two shareholders if the Company has more than one shareholder. If, within fifteen minutes from the time appointed for the meeting, a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall be dissolved. In any other case, it shall stand adjourned to the same time and place seven days hence or to such other time or place as is determined by the directors, and if, at the adjourned meeting, a quorum is not present within fifteen minutes from the time appointed for the meeting, the shareholders present in person or by proxy at the meeting shall be a quorum. Subject to the articles, at every meeting, the shareholders present in person or by proxy may choose someone of their number to be the chairman.

A corporation that is a shareholder shall be deemed for the purpose of our memorandum and articles of association to be present at a general meeting in person if represented by its duly authorized representative. Where a duly authorized representative is present at a meeting that shareholder who is a corporate is deemed to be present in person; and the acts of the duly authorized representative are personal acts of that shareholder.

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before, or on, the declaration of the result of the show of hands) demanded by the chairman of the meeting or by one or more shareholders present who together hold not less than ten percent of the voting rights of all those who are entitled to vote on the resolution. Unless a poll is so demanded, a declaration by the chairman as to the result of a resolution and an entry to that effect in the minutes of the meeting, shall be conclusive evidence of the outcome of a show of hands, without proof of the number or proportion of the votes recorded in favor of, or against, that resolution.

If a poll is duly demanded it shall be taken in such manner as the chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, may, if he wishes, cast a second or casting vote.

Meetings of Directors

The business of our company is managed by the directors. Our directors are free to meet at such times and in such manner and places within or outside the Cayman Islands as the directors determine to be necessary or desirable. The quorum for the transaction of business at a meeting of directors shall be two unless the directors fix some other number. An action that may be taken by the directors at a meeting may also be taken by a resolution of directors consented to in writing by all of the directors.

Winding Up