依據第424(B)(4)條提交

登記 號333-281817

明 成集團控股有限公司

1500,000股普通股

這是首次公開募股（「發行」） Ming Shing Group Holdings Limited 1，500，000股普通股，面值0.0005美元（「普通股」）。明 Shing Group Holdings Limited將在本次發行中出售1，500，000股普通股，面值0.0005美元，並在一家公司出售 我們的承銷商在本次發行中的承諾基礎。首次公開發行價格爲每股普通股5.50美元。之前 截至本次發行，目前我們的普通股尚未出現公開市場。我們已獲准上市 我們在納斯達克資本市場有限責任公司運營的納斯達克資本市場（「納斯達克」）層級上的普通股，根據 符號「MSW」。

請投資者注意，他們不是 購買位於香港的運營公司的股份，但購買發行人註冊成立的控股公司的股份 該公司位於開曼群島，通過其在香港的子公司運營，這對投資者來說涉及獨特的風險。

除非另有說明，否則如本招股說明書所用， 術語「我們」、「我們」、「我們的公司」和「公司」指明盛集團控股 Limited，一家根據開曼群島法律註冊成立的獲豁免有限責任公司，無重大業務。電影我們 我們的所有業務均通過我們的兩家子公司MS（HK）Engineering Limited和MS Engineering Co.進行，有限公司，根據 香港特別行政區（「香港特區」或「香港」）的法律。

我們現在是、並將繼續是“受控的 「公司」定義爲納斯達克股票市場規則第5615（c）（1）條。董事長兼首席執行官林啓明先生 該官員將實際擁有我們當時已發行和發行的普通股約84.31%，並將能夠行使大約 假設本次發行完成後，我們已發行和發行普通股總投票權的84.31% 承銷商不會行使其購買額外普通股的選擇權，並假設林先生立即處置所有 根據轉售招股說明書的500，000股普通股。欲了解更多信息，請參閱「主要股東」。雖然 我們無意依賴《納斯達克證券市場規則》第5615（c）（1）條規定的「受控公司」豁免，我們 將來可以選擇依賴這項豁免。請閱讀本招股說明書第11頁開始的披露以了解更多信息。

除了此產品外，我們還在註冊 最多500，000股普通股，面值0.0005美元，可不時通過公開或私人交易或兩者出售 轉售招股說明書中指定的出售股東（「出售股東」）。我們不會收到任何收益 出售股東出售已發行普通股。出售股東出售任何普通股 轉售發行取決於普通股在納斯達克上市。

我們是一家「新興成長型公司」 根據修訂後的2012年《快速啓動我們的商業法案》中的定義，因此，有資格降低上市公司報告要求。 投資我們的普通股涉及風險。更多信息請參閱本招股說明書第15頁開始的「風險因素」 信息.

我們是「外國私人發行人」 根據適用的美國聯邦證券法，因此有資格降低上市公司報告要求。請參閱 更多信息，請參閱本招股說明書第10頁「成爲外國私人發行人的影響」。

關於合併和合並的規定 2006年，六個中國監管機構通過並修訂了《外國投資者收購境內公司》或《併購規則》 2009年，要求通過收購內地境內公司，爲上市目的而成立的海外特殊目的載體 中國並由內地公司或個人控股中國取得中國證監會批准 (“中國證監會”)，在該特別目的載體的證券在海外上市和交易之前 證券交易所。此外，2021年12月24日，中國證監會發布了《國務院關於 境內企業境外發行證券上市(徵求意見稿)(《管理條例(草案)》) 和《境內企業境外發行證券和上市備案管理辦法(徵求意見稿)》(徵求意見稿)( 《備案辦法草案》)，統稱爲《境外上市規則草案》，向社會公開徵求意見。

2023年2月17日，隨着 經國務院批准，中國證監會發布《境內證券境外發行上市試行管理辦法》 公司，或試行辦法，以及五個配套指南，於2023年3月31日起生效。根據試行辦法， (一)境內公司直接或間接在境外發行或上市的，應當履行備案程序 並向中國證監會報告相關信息；(2)發行人同時滿足下列條件的，境外發行上市 應確定爲境內公司境外間接上市：(一)下列任何一項總資產、淨資產、收入 或發行人最近一個會計年度境內經營主體利潤佔相應 發行人同期經審計的綜合財務報表中的數字；(2)其主要經營活動爲 在中國執行的或其主要營業地點均設在中國，或由負責經營管理的高級管理人員負責 發行人主要爲中國公民或在中國有住所；(3)境內公司尋求間接發行上市的 境外市場的證券，發行人應當指定境內主要經營主體負責所有備案手續 發行人向中國證監會申請首次公開發行股票並在境外上市的，發行人應當 自申請提交之日起三個工作日內向中國證監會提交備案。當日，證監會召開新聞發佈會。 發佈試行辦法，發佈《關於境內企業境外發行上市備案管理的通知》 公司，除其他外，澄清：(1)將給予國內公司六個月的過渡期，在此之前 試行辦法施行之日，已獲境外監管部門或證券交易所批准， 如已完成在美國市場的註冊，但尚未完成境外間接上市； 已提交有效境外上市申請但尚未獲得批准的境內公司 試行辦法施行之日或之前，境外監管機構或證券交易所可以合理安排 向中國證監會提交備案申請的時間，並應在其境外備案完成前完成備案 招股上市。

在……上面 2023年2月24日，中國證監會、財政部、國家祕密保護和國家檔案局 中國局聯合發佈《關於加強境外保密和檔案管理的規定》 《境內企業發行上市證券或保密規定》，自2023年3月31日起施行。 保密規定要求，除其他事項外，(1)進行境外發行和上市的境內公司 應直接和間接地建立健全保密和檔案管理制度，並採取必要措施履行 保密和檔案管理義務；(2)國內公司計劃直接或通過其海外公司 上市實體，向包括證券公司、證券服務提供商在內的相關個人或實體公開披露或提供 和境外監管機構，任何含有國家祕密或者政府機關工作祕密的文件和資料，首先 依法報經主管部門批准，並報同級保密行政主管部門備案； 境內公司擬直接或通過其境外上市實體向有關個人公開披露或提供 以及包括證券公司、證券服務提供者和境外監管機構在內的實體以及其他文件和資料 如果泄露，將損害國家安全或者公共利益，應當嚴格履行下列規定的有關程序 適用國家規定；(四)境內公司履行有關手續後，向證券公司提供， 證券服務提供者和其他單位有任何含有國家祕密或者政府工作祕密的文件和資料 機關或者其他有損國家安全或者公共利益的文件、資料泄露的，不披露的 信息提供者和接受者應當簽訂協議；(五)境內公司、證券公司或者 證券服務提供者發現泄露或者可能泄露國家祕密、國家機關工作祕密或者 其他有損國家安全或者社會公共利益的文件、資料，應當立即採取 並向有關國家機關和單位報告補救措施。

明晟集團控股有限公司 是一間在開曼群島註冊成立的控股公司，並有兩間營運附屬公司在香港獨資經營，而該公司並沒有 任何附屬公司或可變權益實體(“VIE”)或擬收購中國的任何股權 在內地中國境內的任何國內公司，也不由內地中國的任何公司或個人控制。此外，我們 總部設在香港，我們的首席執行官、首席財務官和所有董事會成員都在 在香港，中國不是內地公民，我們所有的收入和利潤都來自我們在香港的子公司和 我們沒有在大陸產生任何收入或利潤，中國。此外，我們在可預見的時間內不打算在大陸開展業務中國 未來。因此，我們不相信我們會受到併購規則的約束，也不會被要求在試行中向中國證監會提交申請。 措施或保密條款。此外，根據香港特別行政區基本法，或 除《基本法》附件三所列法律和法規外，其他法律和法規不在香港實施 僅限於與國防、外交和其他不在自治範圍內的事項有關的法律)。因此， 正如我們的中國律師中國商業律師事務所確認的那樣，截至本招股說明書的日期，我們和我們的子公司都不在招股說明書的覆蓋範圍內 根據中國證監會或內地中國任何其他政府機構的許可要求，批准我們子公司的 運營或我們的產品。此外，我們或我們的附屬公司在上市前均無須獲得中國證監會的批准。 因此，截至招股說明書的日期，我們和我們的運營子公司都沒有申請過任何 這樣的許可或認可。儘管有上述意見，我們的中國法律顧問進一步告知我們，以下方面存在不確定性 中國監管機構將如何解讀和實施併購規則、試行辦法和保密規定 上述意見以任何新的法律、法規或具體實施和解釋爲準 與併購規則、試行辦法和保密條款有關的任何形式。如果中國證監會或其他中國監管機構 機構隨後確定，我們的發行需要事先獲得中國證監會的批准，我們可能面臨監管行動或其他制裁 中國證監會或其他中國監管機構。此外，如果適用的法律、法規或解釋有重大變化 變更，這要求我們在併購規則、試驗等方面獲得中國證監會或其他中國監管機構的批准 措施和保密條款，包括但不限於，在本次發行完成後，在未來， 如果在這種情況下，我們或我們的香港子公司(I)沒有收到或維持批准，(Ii)無意中得出結論 不需要此類許可或批准，(Iii)需要在將來獲得此類許可或批准(如果適用) 法律、法規或解釋更改，或(Iv)被中國證監會或任何其他中國監管機構拒絕許可，我們將 不能將我們的普通股在美國交易所上市，或繼續向投資者提供證券，這將對 投資者的利益，導致普通股的價值大幅下降或一文不值。

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，包括破解 嚴厲打擊證券市場違法違規行爲，加強對中國境外上市公司的監管 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。例如，2021年7月6日，中國共產黨中央辦公廳和 國務院辦公廳聯合發文打擊證券市場違法違規行爲推動 資本市場高質量發展，其中需要政府有關部門加強 跨境監管執法和司法合作，加強對內地中國上市公司的監管 在海外建立和完善內地中國證券法的域外適用制度。另外，在12月 2021年2月28日，《網絡安全審查辦法》(《辦法》)公佈並於2022年2月15日起施行， 要求，除其他事項外，除任何「關鍵信息基礎設施的運營商」外，任何“數據 處理器“控制不少於一百萬用戶的個人信息(有待進一步說明)，尋求列出 在外國證券交易所也應接受網絡安全審查，而該辦法進一步闡述了 在評估相關活動的國家安全風險時予以考慮。我們的香港營運子公司目前有 中國目前只服務於香港本地市場，在內地沒有任何業務。我們目前預計這些措施不會 對我們的業務、運營或此次發行產生影響，我們也不預期我們或我們的香港子公司受到保險 經中國網信辦許可要求(“CAC”)，這需要批准 我們子公司的運營，因爲我們不認爲我們可能被視爲「關鍵信息基礎設施的運營商」 或控制不少於一百萬用戶的個人信息的「數據處理器」，這些用戶需要提交網絡安全申請 在美國上市前審查，因爲(I)我們所有的業務都是由我們的香港運營子公司進行的，這些子公司目前 只服務香港本地市場，我們目前在內地沒有業務中國；。(Ii)我們沒有，也沒有打算在內地設立任何業務。 子公司，我們也沒有或打算與內地的任何實體建立VIE結構，中國，措施仍不清楚 適用於像我們這樣的公司；(Iii)截至本招股說明書日期，我們沒有收集或存儲任何個人 任何內地中國個人或內地中國內部的信息，我們也不委託或期望被任何個人委託 或實體從事任何內地中國個人或內地中國的任何資料處理活動；及(Iv)截至 在本招股說明書中，任何中國政府當局均未告知吾等必須提交網絡安全申請的任何要求。 複習一下。此外，根據香港特別行政區基本法，或基本法，中華人民共和國的法律和法規 不適用於香港，但《基本法》附件三所列者除外(僅限於與國家有關的法律 國防、外交和其他不在自治範圍內的事項)。經我們的中國法律顧問中國商業 律師事務所，基於他們對中國現行法律法規的理解，無論是我們還是我們的香港業務 根據《辦法》的規定，這些子公司目前正在接受CAC的網絡安全審查。此外，無論是我們還是 我們的子公司受CAC或任何其他需要批准我們的 子公司的運營。然而，這些措施將如何解讀或實施，仍存在不確定性。此外，重要的是 在解釋和執行相關的中國網絡安全法律和法規方面存在不確定性。如果我們被認爲 成爲控制個人信息的「關鍵信息基礎設施操作員」或「數據加工者」 本辦法規定的用戶不少於100萬人，或者與本辦法有關的其他規定被視爲適用的 對我們來說，我們的業務運營和我們的普通股在美國上市可能受到CAC的網絡安全審查 在未來。此外，如果適用的法律、法規或解釋發生重大變化，則需要 我們公司在將來獲得CAC或任何其他政府機構的批准，如果在這種情況下，在任何階段，包括 但不限於，於本次發售完成後，吾等或吾等的香港營運附屬公司(I)不會收到或維持 批准，(Ii)無意中得出不需要此類許可或批准的結論，或(Iii)需要獲得此類許可 如果適用的法律、法規或解釋發生變化，或(Iv)CAC或任何 其他中國監管機構，我們將不能將我們的普通股在美國交易所上市，或繼續向 投資者，這將對投資者的利益造成重大影響，並導致普通股價值大幅下跌或 一文不值。

然而，由於這些聲明 而且監管行動是新的，因此立法或行政監管制定機構何時做出反應是高度不確定的 以及將修改或頒佈哪些現有或新的法律、法規或詳細實施和解釋（如果有的話）。 此外，此類修改或新的法律法規將對我們的運營子公司產生什麼潛在影響也高度不確定。 日常業務運營、接受外國投資的能力以及我們普通股在美國或其他外國上市 交流

如果有重大變化 對於適用的法律、法規或解釋的更改，需要我公司獲得CAC或任何其他機構的批准 我們或我們的香港子公司在任何階段，包括但不限於， 在本次發售完成後，(I)未收到或維持批准，(Ii)無意中得出結論認爲此類許可 或不需要批准，(Iii)需要在未來獲得此類許可或批准，如果適用法律、法規、 或解釋更改，或(Iv)被中國證監會、CAC或任何其他相關中國監管機構拒絕許可，有關 CAC或中國證監會等監管機構在處理此類違規行爲時可能擁有廣泛的自由裁量權，包括： 對我們或香港子公司處以罰款，停止或限制子公司的運營；施加條件或要求 我們或我們的運營子公司可能無法遵守；限制或禁止我們使用最初的 公開招股，爲在香港的業務和運作提供資金。施加這些處罰中的任何一項也將導致 對我們開展業務的能力以及我們的運營和財務狀況產生重大和不利影響。如果上述任何一項或全部 如果發生，它可能會顯著限制或完全阻礙我們完成此次發行或導致我們的普通股價值 股價大幅下跌或變得一文不值。此外，我們可能無法完成此次發行，將我們的普通股上市 或繼續向投資者提供證券，這也會對投資者的利益產生重大影響，並導致 普通股價值大幅縮水或一文不值。請參閱「風險因素-與我們公司相關的風險」 結構-最近，中國政府啓動了一系列監管行動和聲明，以規範企業運營 在內地某些地區，中國包括打擊證券市場違法行爲，加強對 內地中國公司境外上市採用可變利益主體結構，採取新措施擴大範圍 加強網絡安全審查，加大反壟斷執法力度。在未來，我們可能會受到中國法律法規的約束 與我們運營中的子公司目前的業務運營以及法律法規和解釋的任何變化有關 可能會削弱我們的盈利運營能力，這可能會對我們的運營和/或 我們的普通股“位於第15頁。香港律師David律師事務所建議我們，無論是我們還是我們的運營子公司 必須獲得香港當局的許可或批准，才能向外國投資者發售註冊的證券。 如果適用的法律、法規或解釋有任何變化，我們或我們的任何子公司必須獲得 在未來此類許可或批准的情況下，我們將努力遵守當時適用的法律、法規或解釋。

2021年12月2日，美國證券交易委員會通過 對其規則的最終修訂，涉及執行所持外國公司的某些披露和文件要求 公司問責法，或HFCAA，於2022年1月10日生效。如果發生以下情況，我們將被要求遵守這些規則 美國證券交易委員會認爲，根據規則中的定義，我們在隨後建立的程序中有一年沒有進行檢查 在美國證券交易委員會旁邊。美國證券交易委員會正在評估如何落實HFCAA的其他要求。根據HFCAA，我們的證券可能被禁止 如果我們的核數師沒有受到上市公司會計監督委員會的檢查，我們就不能在納斯達克或其他美國證券交易所進行交易， 或PCAOB，連續三年，這最終可能導致我們的股票被除牌。此外，在2021年6月22日， 美國參議院通過了加速追究外國公司責任的法案，該法案於2022年12月29日簽署成爲法律，修正了 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，如果其核數師不是 接受PCAOB連續兩年的檢查，而不是連續三年，縮短了申請的時間 將HPCAA的退市和交易禁令從三年減少到兩年，因此將縮短證券可以 被禁止交易或除牌。2021年9月22日，PCAOB通過了實施HFCAA的最終規則，其中規定 根據HFCAA的設想，PCAOB在確定PCAOB是否無法檢查或調查時使用的框架 位於外國司法管轄區的完全註冊的會計師事務所，因爲一家或多家機構持有的職位 在那個司法管轄區。

根據 對於HFCAA，PCAOB於2021年12月16日發佈了一份確定報告，發現PCAOB無法檢查或調查 完全註冊的會計師事務所，總部設在：(1)內地中國的人民Republic of China；(2)香港 香港特別行政區的裁決於2022年12月15日撤銷。此外，PCAOB的 報告確定了受這些決定製約的具體註冊會計師事務所，哪些決定是 於2022年12月15日騰出。我們目前的註冊會計師事務所ZH CPA，LLC爲我們的財務報表進行了審計 截至2024年3月31日、2023年3月31日和2022年3月31日的財年，總部位於美國科羅拉多州丹佛市，總部不是 在內地或香港的中國，在2021年12月16日的PCAOB報告中並未被確認爲受 PCAOB的決定，這些決定於2022年12月15日被撤銷。儘管如此，如果PCAOB 不能全面檢查我們中國核數師的工作底稿，投資者可能會被剝奪這樣的利益 可能導致限制或限制我們進入美國資本市場和我們的證券交易的檢查可能 根據HFCAA是被禁止的。此外，2022年8月26日，PCAOB與PCAOB簽署了一項議定書聲明或SOP協定 中國證監會和中國的財政部。標準作業程序與管理檢查和調查的兩項議定書協議一起，確定 一個具體、負責的框架，使PCAOB能夠對總部設在中國的審計公司進行全面檢查和調查 和香港，根據美國法律的要求。2022年12月15日，PCAOB宣佈它能夠確保完全訪問檢查 並於2022年全面調查了在PCAOB註冊的會計師事務所，總部設在內地和香港的中國。PCAOB 撤銷了之前2021年關於PCAOB無法檢查或調查完全註冊的公共會計的決定 公司總部設在大陸、中國和香港。不過，PCAOB能否繼續令人滿意地進行檢查 在PCAOB註冊的會計師事務所中，總部位於內地和香港的中國受到不確定性的影響，並取決於 我們和我們的核數師無法控制的因素數量。PCAOB繼續要求完全進入大陸中國和 香港正在向前邁進，並已計劃在2023年初及以後恢復定期檢查，以及繼續 進行正在進行的調查，並根據需要啓動新的調查。PCAOB已表示將立即採取行動考慮 如果需要，需要向HFCAA發佈新的決定。如果未來PCAOB再次確定它無法檢查 並對內地中國和香港的核數師進行全面調查，那麼被核數師審計的公司將受到 根據HFCAA對美國市場的交易禁令。見《風險因素--美國證券交易委員會和美方最近的聯合聲明》 PCAOB、納斯達克提交的擬議規則修改以及HFCAA都呼籲對以下各項應用更多、更嚴格的標準 新興市場公司評估其核數師的資格，特別是未接受檢查的非美國核數師 被PCAOB。這些發展可能會增加我們的產品供應的不確定性。“

我們 不在我們的公司結構中使用可變利益實體。我們通過間接全資運營子公司MS (HK)工程有限公司和MS工程有限公司，有限公司，在香港從事溼貿易工程服務。

AS 截至目前，我們沒有一家公司派發任何現金股息或進行任何現金分配。沒有任何限制 用於在公司之間轉移或分配現金。在我們正常的業務過程中，現金可以在 我們公司通過電匯往來銀行帳戶來支付一定的業務費用，如貸款或出資。明自明 成集團控股有限公司於最近註冊成立，至今未有任何轉讓、股息或分派。 控股公司明晟集團控股有限公司及其附屬公司或其投資者。MS(香港)建築工程有限公司 和我們的運營子公司分別根據英屬維爾京群島和香港的相關法律允許提供 通過股利分配籌集資金，不受資金數額的限制。對股息轉移沒有限制 從香港到開曼群島，再到美國投資者。

不過，未來資金可能不會 由於我們的能力受到限制和限制，可用於資助業務或用於香港以外的其他用途 或中國政府對我們子公司轉移現金的能力。對我們子公司的能力的任何限制 向我們付款可能會對我們開展業務的能力產生重大不利影響，並可能會大幅降低 我們的普通股或導致它們一文不值。

請 請參閱「招股說明書摘要-轉入和轉出我們的子公司的現金轉移」和簡明合併時間表 以及第7頁的綜合財務報表以獲取更多信息。

我們預計我們的現金總支出 此次發行的費用約爲200，000美元，其中總額包括應付給承保人的自付現金費用 費用約爲150，000美元，諮詢費約爲50，000美元，不包括上述佣金。此外，我們還將 支付與本次發行相關的額外有價值項目，這些項目被金融業監管機構（FINRA）視爲承保 賠償這些付款將進一步減少我們在費用前可用的收益。請參閱「承保」。

此次發行正在進行 在堅定承諾的基礎上。如果任何此類股份被認購，承銷商有義務認購併支付所有股份。我們同意 授予承銷商自本次發行生效日（「生效日」）起45天內的選擇權 購買我們根據本次發行將發行的普通股總數的最多15%（不包括相關股份 此選項），僅爲了覆蓋超額分配，以首次公開發行價減去承保折扣。 如果承銷商全額行使選擇權，我們在首次公開場合應支付的總承銷折扣和佣金 發行價爲每股普通股5.50美元，將爲711，563美元，經承銷折扣後，我們將獲得總收益 和佣金，但在提供費用之前，約爲8，775，937美元。

您不應該假設 本招股說明書所屬的註冊聲明中包含的信息截至除日期以外的任何日期均準確 本協議日期，無論本招股說明書的交付時間或登記處登記的普通股的任何出售時間 本招股說明書構成其一部分的聲明。

沒有經銷商、銷售員或任何 其他人被授權提供與本要約相關的任何信息或做出任何陳述，但所包含的信息或陳述除外 在本招股說明書中，並且，如果提供或做出，則不得將這些信息或陳述視爲已獲得我們授權。 本招股說明書不構成出售要約或購買要約除所提供證券以外的任何證券 通過本招股說明書，或在任何司法管轄區內的任何人提出出售要約或徵求購買任何證券的要約 要約或招攬未經授權或非法。

既不 美國證券交易委員會、任何州證券委員會或任何其他監管機構均已批准或不批准 或確定本招股說明書是否真實或完整。任何相反的陳述都是刑事犯罪。

通過 幷包括2024年12月16日（25^這是 本招股說明書日期後的第二天），所有對這些證券進行交易的交易商， 無論是否參與此次發行，都可能被要求提交招股說明書。這是經銷商義務之外的 在擔任承銷商時以及就其未出售的分配或認購提交招股說明書。

亞歷山大 資本，LP

的 本招股說明書日期爲2024年11月21日。

表 內容

關於這份招股說明書

我們和承銷商尚未授權 任何人向您提供與本招股說明書或準備的任何自由撰寫招股說明書中所載信息不同的信息 由我們或代表我們或我們已推薦您訪問的。我們和承銷商不承擔任何責任，也無法提供任何保證 至於其他人可能向您提供的任何其他信息的可靠性。我們正在提供銷售並尋求購買普通 特此要約的股份，但僅在允許要約和銷售且合法的情況和司法管轄區內。的 本招股說明書中包含的信息僅截至本招股說明書之日有效，無論本招股說明書的交付時間如何 招股說明書或普通股的任何出售。我們的業務、財務狀況、運營業績和前景可能已經發生變化 從那天起。

對於美國以外的投資者來說：兩者都不是 我們和承銷商均未採取任何允許在美國境外公開發行普通股的行動，或 允許在美國境外擁有或分發本招股說明書或任何相關的免費撰寫招股說明書。以外的人 擁有本招股說明書或任何相關免費撰寫招股說明書的美國必須了解，和 遵守與在美國境外發行普通股和分發招股說明書有關的任何限制。

我們獲得了統計數據、市場數據 以及本招股說明書中描述的來自市場研究、公開信息和行業的其他行業數據和預測 出版物，包括獨立市場研究和諮詢公司Frost & Sullivan的出版物，涉及以下信息 香港的建築業。雖然我們相信統計數據、行業數據和預測以及市場研究 可靠，我們尚未獨立驗證數據。

我們 根據《公司法》註冊爲豁免有限責任公司，我們的大部分未發行證券 由非美國居民擁有。根據美國證券交易委員會的規則，我們目前有資格獲得「外國私人發行人」待遇。 作爲外國私人發行人，我們不會被要求向SEC提交定期報告和財務報表， 與證券根據1934年證券交易法（「交易所」）註冊的美國國內註冊人一樣迅速 行動”）。

通常 使用的定義術語

除非 另有說明或上下文另有要求，本招股說明書中提及：

Our business is conducted by our indirectly wholly-owned Operating Subsidiaries in Hong Kong, using H.K. dollars, the currency of Hong Kong. Our audited consolidated financial statements and unaudited condensed consolidated financial statements are presented in U.S. dollars. In this prospectus, we refer to assets, obligations, commitments, and liabilities in our audited consolidated financial statements and unaudited condensed consolidated financial statements in U.S. dollars. These dollar references are based on the exchange rate of H.K. dollars to U.S. dollars, determined as of a specific date or for a specific period. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of U.S. dollars which may result in an increase or decrease in the amount of our obligations (expressed in dollars) and the value of our assets, including accounts receivable (expressed in dollars).

EXCHANGE RATE INFORMATION

The Company is a holding company with operations conducted in Hong Kong through its key operating Subsidiaries in Hong Kong, and their reporting currency is United States dollars while the Company’s functional currency is Hong Kong dollars. Translations of amounts from HK$ into US$ are solely for the convenience of the reader and were calculated at the pegged rate of US$1 = HK$ 7.8, being the mid-point of the convertibility zone of US$1 = HK$7.75 to 7.85. The Hong Kong Monetary Authority provides convertibility undertaking, under which the authority commits to sell Hong Kong dollars upon request by banks at the strong-side of US$1 = HK$7.75 and to buy Hong Kong dollars upon request by banks at the weak side of US$1 = HK$7.85, as to maintain currency stability of the Hong Kong dollar at around US$1 = HK$7.80. No representation is made that the HK$ amount represents or could have been, or could be converted, realized or settled into US$ at that rate, or at any other rate.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties, such as statements related to future events, business strategy, future performance, future operations, backlog, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “aim”, “anticipate”, “believe”, “estimate”, “expect”, “going forward”, “intend”, “may”, “plan”, “potential”, “predict”, “propose”, “seek”, “should”, “will”, “would” and similar expressions or their negative. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on management’s belief, based on currently available information, as to the outcome and timing of future events. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed in such forward-looking statements. When evaluating forward-looking statements, you should consider the risk factors and other cautionary statements described in the section titled “Risk Factors.” We believe the expectations reflected in the forward-looking statements contained in this prospectus are reasonable, but no assurance can be given that these expectations will prove to be correct. Forward-looking statements should not be unduly relied upon.

Important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements include, but are not limited to:

These factors are not necessarily all of the important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements. Other unknown or unpredictable factors could also cause actual results or events to differ materially from those expressed in the forward-looking statements. Our future results will depend upon various other risks and uncertainties, including those described in the section titled “Risk Factors.” All forward-looking statements attributable to us are qualified in their entirety by this cautionary statement. Forward-looking statements speak only as of the date hereof. We undertake no obligation to update or revise any forward-looking statements after the date on which any such statement is made, whether as a result of new information, future events or otherwise.

THE OFFERING

SUMMARY FINANCIAL DATA

The following summary presents consolidated statements of operations and cash flow data for the fiscal years ended March 31, 2024, 2023 and 2022 and the summary consolidated balance sheet data as of March 31, 2024, 2023 and 2022, which have been derived from our consolidated financial statements included elsewhere in this prospectus. You should read this section in conjunction with our audited financial statements and the accompanying notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with United States generally accepted accounting principles, or U.S. GAAP. Our consolidated financial statements have been prepared as if the current corporate structure has been in existence throughout the periods presented.

Results of Operations Data:

Balance Sheet Data:

Statements of Cash Flows Data:

RISK FACTORS

Investment in our securities involves a high degree of risk. You should carefully consider the risks described below together with all of the other information included in this prospectus before making an investment decision. The risks and uncertainties described below represent our known material risks to our business. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, you may lose all or part of your investment. You should not invest in this offering unless you can afford to lose your entire investment.

Risks Related to Our Corporate Structure

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

Ming Shing Group Holdings Limited is a holding company, and we rely on dividends and other distributions on equity paid by the Operating Subsidiaries 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. Please refer to the section titled “Dividend Policy” for more information.

According to the BVI Business Companies Act 2004 (as amended), a British Virgin Islands company may make dividends distribution to the extent that immediately after the distribution, such company’s liabilities do not exceed its assets and that such company is able to pay its debts as they fall due. According to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available for distribution. 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. Any limitation on the ability of our Hong Kong subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

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. See “Taxation —Hong Kong taxation.” The PRC laws and regulations do not currently have any material impact on transfers of cash from Ming Shing Group Holdings Limited to our Operating Subsidiaries or our Operating Subsidiaries to Ming Shing Group Holdings Limited, 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 operating 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.

Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China, including cracking down on illegal activities in the securities market, enhancing supervision over mainland China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. In the future, we may be subject to PRC laws and regulations related to the current business operations of our operating subsidiaries and any changes in such laws and regulations and interpretations may impair our ability to operate profitably, which could result in a material negative impact on our operations and/or the value of our Ordinary Shares.

Although we have direct ownership of our operating entities in Hong Kong and currently do not have or intend to have any subsidiary or any contractual arrangement to establish a VIE structure with any entity in mainland China, we are still subject to certain legal and operational risks associated with our Operating Subsidiaries, being based in Hong Kong and having all of its operations to date in Hong Kong. Additionally, the legal and operational risks associated in mainland China may also apply to operations in Hong Kong, and we face the risks and uncertainties associated with the complex and evolving PRC laws and regulations and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to a company such as our Operating Subsidiaries and Ming Shing Group Holdings Limited, given the substantial operations of our Operating Subsidiaries in Hong Kong and the Chinese government may exercise significant oversight over the conduct of business in Hong Kong. In the event that we or our Operating Subsidiaries were to become subject to PRC laws and regulations, we could incur material costs to ensure compliance, and we or our Operating Subsidiaries might be subject to fines, experienced evaluation of securities or delisting, no longer be permitted to conduct offerings to foreign investors, and/or no longer be permitted to continue business operations as presently conducted. Our organizational structure involves risks to the investors, and Chinese regulatory authorities could disallow this structure, which would likely result in a material change in our Operating Subsidiaries’ operations and/or a material change in the value of our Ordinary Shares, including the risk that such event could cause the value of such securities to significantly decline or become worthless. Moreover, there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations related to our business and the enforcement and performance of our arrangements with customers in certain circumstances. The laws and regulations may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our understanding of these laws and regulations. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business.

We may become subject to a variety of PRC laws and other obligations regarding M&A Rules, the Trial Measures and data security, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of domestic companies in mainland China and controlled by companies or individuals of mainland China to obtain the approval of the China Securities Regulatory Commission, or CSRC, prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. In addition, on December 24, 2021, the CSRC released the Administrative Regulations of the State Council Concerning the Oversea Issuance of Security and Listing by Domestic Enterprise (Draft for Comments) (the “Draft Administrative Regulations”) and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments) (the “Draft Filing Measures”), collectively the “Draft Rules on Overseas Listing”, for public opinion.

Ming Shing Group Holdings Limited is a holding company incorporated in the Cayman Islands with operating entities based in Hong Kong, as of the date of this prospectus, we have no subsidiary, VIE structure or any direct operations in mainland China, nor do we intend to have any subsidiary or VIE structure or to acquire any equity interests in any domestic companies in mainland China, and we are not controlled by any companies or individuals of mainland China. Further, we are headquartered in Hong Kong, with our chief executive officer, chief financial officer and all members of the board of directors of Ming Shing Group Holdings Limited are based in Hong Kong are not mainland China citizens and all of our revenues and profits are generated by our subsidiaries in Hong Kong and we have not generated any revenues or profits in mainland China. Additionally, we do not intend to operate in mainland China in the foreseeable future. As such, we do not believe we would be subject to the M&A Rules, or would be required to file with the CSRC under the Trial Measures. Moreover, pursuant to the Basic Law of the Hong Kong Special Administrative Region, or the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy).Therefore, as confirmed by our PRC counsel, Chinese Commercial Law Firm, as of the date of this prospectus, the CSRC’s approval or review is not required for the listing and trading of our Ordinary Shares in the U.S. exchange as provided under the M&A Rules and the Trial Measures.

We are aware that, recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China, including a cracking down on illegal activities in the securities market, enhancing supervision over mainland China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, on July 6, 2021,the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over mainland China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

In addition, on December 28, 2021, the Measures were published and became effective on February 15, 2022, and require that, among other things, and in addition to any “operator of critical information infrastructure”, any “data processor” controlling personal information of no less than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review, and which further elaborate on the factors to be considered when assessing the national security risks of the relevant activities. The publication of the Measures indicates greater oversight by the CAC over data security, which may impact our business and this Offering in the future. As of the date of this prospectus, our Hong Kong Operating Subsidiaries do not have any mainland China individuals as clients. However, our Operating Subsidiaries may collect and store certain data (including certain personal information) from its customers for “Know Your Customers” purposes, which may include mainland China individuals in the future. As of the date of this prospectus, as confirmed by our PRC counsel, China Commercial Law Firm, we do not expect the Measures to have an impact on our business, operations or this Offering to subject us or our Hong Kong Operating Subsidiaries to permission requirements from the CAC or any other government agency that is required to approve our subsidiaries’ operations, as we do not believe that we will be deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, that are required to file for cybersecurity review before listing in the U.S., because (i) all of our subsidiaries’ operations are conducted by our Hong Kong subsidiaries which currently solely serve the Hong Kong local market, we currently have no operations in mainland China; (ii) we do not have or intend to have any subsidiary nor do we have or intend to establish a VIE structure with any entity in mainland China and the Measures remain unclear whether they shall be applied to a company like us; (iii) as of date of this prospectus, we have neither collected nor stored any personal information of any mainland China individual or within mainland China, nor do we entrust or expect to be entrusted by any individual or entity to conduct any data processing activities of any mainland China individual or within mainland China; (iv) as of the date of this prospectus, we have not been informed by any PRC governmental authority of any requirement that we must file for a cybersecurity review; and (v) pursuant to the Basic Law of the Hong Kong Special Administrative Region, or the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy). However, there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations. If we were deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, or if other regulations promulgated in relation to the Measures are deemed to apply to us, our subsidiaries’ business operations and the listing of our Ordinary Shares in the U.S. could be subject to CAC’s cybersecurity review or we and our subsidiaries might be covered by permission from the CAC or any other government agency that is required to approve our subsidiaries’ operations in the future. Nevertheless, since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It also remains highly uncertain what the potential impact such modified or new laws and regulations will have on our subsidiaries’ daily business operations, its ability to accept foreign investments and the listing of our Ordinary Shares on a U.S. or other foreign exchanges. If any or all of the foregoing were to occur, it may significantly limit or completely hinder our ability to complete this Offering or cause the value of our Ordinary Shares to significantly decline or become worthless.

On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which came into effect on March 31, 2023. Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedure and report relevant information to the CSRC. However, since the Trial Measures was newly promulgated, its interpretation, application and enforcement remain unclear. If the filing procedure with the CSRC under the Trial Measures is required for this offering and any future offerings, listing or any other capital raising activities by us, it is uncertain whether we could complete the filing procedure in a timely manner, or at all. Any failure to complete such filings may subject us to regulatory actions or other sanctions from the CSRC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from offering of securities overseas into China or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our Ordinary Shares.

On February 24, 2023, the CSRC, Ministry of Finance of the PRC, National Administration of State Secrets Protection and National Archives Administration of China jointly issued the Provisions on Strengthening Confidentiality and Archives Administration in Respect of Overseas Issuance and Listing of Securities by Domestic Enterprises or the Confidentiality Provisions, which came into effect on March 31, 2023. The Confidentiality Provisions require that, among other things, (1) a domestic company that conduct overseas offering and listing both directly and indirectly should institute a sound confidentiality and archives administration system, and take necessary measures to fulfill confidentiality and archives administration obligations；(2) a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level; (3) a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfil relevant procedures stipulated by applicable national regulations; (4) where a domestic company, after fulfilling relevant procedures, provides to securities companies, securities service providers and other entities with any documents and materials that contain state secrets or working secrets of government agencies, or any other documents and materials that will be detrimental to national security or public interest if leaked, a non-disclosure agreement shall be signed between the provider and receiver of such information; and (5) domestic companies, securities companies or securities service providers that discover any leakage or possible leakage of state secrets, working secrets of government agencies or any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall immediately take remedies and report to relevant state organs and units.

As of the date of this prospectus, we are advised by Hong Kong counsel, David Fong & Co., that we are not required to obtain permission or approval from Hong Kong authorities to offer the securities being registered to foreign investors. Should there be any change in applicable laws, regulations, or interpretations, and we or any of our subsidiaries are required to obtain such permissions or approvals in the future, we will strive to comply with the then applicable laws, regulations, or interpretations.

As confirmed by our PRC Counsel, China Commercial Law Firm, based on their understanding of the PRC laws and regulations currently in effect, as of the date of this prospectus, neither we nor our Operating Subsidiaries, is subject to the M&A Rules, the Trial Measures, the Confidentiality Provisions, the Measures or the regulations or policies that have been issued by the CSRC or the CAC as of the date of this prospectus, nor are we currently covered by permission requirements from the CSRC, the CAC or any other PRC governmental agency that is required to approve our listing on the U.S. exchanges and offering securities. Hence, based on the foregoing, since we are not subject to the regulations or policies issued by the CAC to date, we believe that we are currently not required to be compliant with such regulations and policies issued by the CAC as of the date of this prospectus. Further, as of the date of this prospectus, neither we nor our Operating Subsidiaries has ever applied for any such permission or approval, as we currently are not subject to the M&A Rules or the regulations and policies issued by the CAC. Notwithstanding the above opinion, our PRC Counsel has further advised us that uncertainties exist as to how the M&A Rules and, the Trial Measures and the Confidentiality Provisions will be interpreted and implemented by Chinese regulators and its opinions summarized above are subject to any new laws, rules, and regulations or detailed implementations and interpretations in any form relating to the M&A Rules and, the Trial Measures and the Confidentiality Provisions. If the CSRC or other PRC regulatory agencies subsequently determine that prior CSRC approvals are required for our offering, we may face regulatory actions or other sanctions from the CSRC or other PRC regulatory agencies. Moreover, if there is significant change to the applicable laws, regulations, or interpretations change, that require us to obtain approvals from the CSRC or other PRC regulatory agencies on, among others, the M&A Rules, the Trial Measures and the Confidentiality Provisions at any stage, including but not limited, upon the completion of this Offering, in the future, and, if in such event, we or our Hong Kong subsidiaries (i) do not receive or maintain the approval, (ii) inadvertently conclude that such permissions or approvals are not required, (iii) are required to obtain such permissions or approvals in the future if applicable laws, regulations, or interpretations change, or (iv) are denied permission from the CSRC or any other PRC regulatory agencies, we will not be able to list our Ordinary Shares on a U.S. exchange, or continue to offer securities to investors, which would materially affect the interests of investors and cause the value of Ordinary Shares to significantly decline or be worthless.

Substantially all of our operating subsidiaries’ operations are conducted in Hong Kong. However, due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of such business and may influence such operations at any time, which could result in a material change in the operations of the operating subsidiary and/or the value of our Ordinary Shares. The PRC government may also impose restrictions on our ability to transfer money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also occur quickly and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.

Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China, including a cracking down on illegal activities in the securities market, enhancing supervision over mainland China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Given the recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-based issuers, any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause such securities to significantly decline or be worthless. Additionally, any further control over offerings conducted overseas and/or foreign investment impacting our subsidiary in Hong Kong by the Hong Kong government could result in a material change in our operating subsidiaries’ operations, financial performance and/or the value of our Ordinary Shares or impair our ability to raise money.

If the Chinese government chooses to extend oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-based issuers to Hong Kong-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.

Recent statements, laws and regulations by the Chinese government, including the Cybersecurity Review Measures, the PRC Personal Information Protection Law and the Trial Measures have already indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in mainland China-based issuers. We could be subject to approval or review by Chinese regulatory authorities to pursue this offering. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

Risks Related to Our Business and Industry

Our performance depends on market conditions and trends in the wet trades works industry and if there is any slowdown (in terms of transaction volume and price) of the property market in Hong Kong, the availability of wet trades works projects in Hong Kong may decrease significantly.

For the fiscal years ended March 31, 2024, 2023 and 2022, the majority of our revenue was derived from wet trades works in Hong Kong. The future development of the wet trades works industry and the availability of wet trades works projects in Hong Kong largely depend on the continued development of the property market in Hong Kong. The nature, extent and timing of available wet trades works projects will be determined by an interplay of a variety of factors, including the Government’s policies on the property market in Hong Kong, its land supply and public housing policy, the investment of property developers and the general conditions and prospects of Hong Kong’s economy. These factors may affect the availability of wet trades works projects in Hong Kong.

If there is any slowdown (in terms of transaction volume and price) of the property market in Hong Kong, there is no assurance that the availability of wet trades works projects in Hong Kong would not decrease significantly and our business and financial position and prospect may be adversely and materially affected.

Our revenue is mainly derived from projects which are non-recurrent in nature and there is no guarantee that our customers will provide us with new businesses.

Our revenue is typically derived from projects which are non-recurrent in nature and our customers are under no obligation to award projects to us. For the fiscal years ended March 31, 2024, 2023 and 2022, we secured new businesses mainly through invitation for tender by customers. There is no assurance that we will be able to secure new contracts in the future. Accordingly, the number and scale of projects and the amount of revenue we are able to derive therefrom may vary significantly from period to period, and it may be difficult to forecast the volume of future business. In the event that we fail to secure new contracts or there is a significant decrease in the number of tender invitations or contracts available for bidding in the future, our business, financial position and prospects could be materially and adversely affected.

Our cost of revenue has historically fluctuated. If we experience any significant increase in cost of revenue, our gross profit margin might decrease and our business operations and financial position might be materially and adversely affected.

Our revenue is typically derived from projects, with each contract sum being determined with reference to tender price that are formulated based on a certain mark-up over our estimated costs. Pricing of our services is determined on a case-by-case basis and is dependent on various factors, which generally include (i) the scope of services; (ii) the price trend for the types of subcontracting services as well as the materials and tools required; (iii) the complexity and the location of the project; (iv) the estimated quantity and type of equipment required; (v) the completion time requested by our customers; and (vi) the availability of human and financial resources. We will review the cost budget from time to time. If the actual cost is higher than originally budgeted, it may reduce our profit margin and affect our financial performance. If we fail to keep the costs within the initial budget, our business operation and financial results may be adversely affected.

The total actual value of work done may differ from the original estimated contract sum stated in our contracts with customers.

Our customers may request additional, reduction or alteration of works beyond the scope of the contract during project implementation by placing variation orders with us. The aggregate amount of revenue that we are able to derive from a project may be different from the original estimated contract sum specified in the relevant contract due to variation orders placed by our customers. As such, there is no assurance that the amount of fees and charges as finally agreed with our customers would be sufficient to recover our costs incurred or provide us with a reasonable profit margin or the amount of revenue derived from our projects will not be substantially different from the original estimated contract sum as specified in the relevant contracts and our financial condition may be adversely affected by any decrease in our revenue as a result of variation orders although the Company periodically reviews the status of our projects. As a result, there is no assurance that our revenue and profit margin in the future will remain at a level comparable to those recorded during the fiscal years ended March 31, 2024, 2023 and 2022.

Any material inaccurate cost estimation or cost overruns may adversely affect our financial results.

When determining our tender price, our management would estimate the time and costs involved in a project taking into account (i) the scope of works; (ii) the price trend for the types of subcontracting services as well as materials required; (iii) the complexity and the location of the project; (iv) the estimated number and types of equipment required; (v) the completion time requested by customers; and (vi) the availability of our labor and financial resources.

There is no assurance that the actual amount of time and costs incurred during the performance of our projects would not exceed our estimation. The actual amount of time and costs incurred in completing a project may be adversely affected by many factors, including unforeseen site conditions, adverse weather conditions, accidents, non-performance by our subcontractors, unexpected significant increase in costs of materials agreed to be borne by us, unexpected increase in the amount of rectification works requested by our customers and other unforeseen problems and circumstances. Any material inaccurate estimation in the time and costs involved in a project may give rise to delays in completion of works and/or cost overruns, which in turn may materially and adversely affect our financial condition, profitability and liquidity. We typically bear the risk of delays and cost overruns in our projects and we are generally unable to pass these costs to our customers.

If we do not comply with certain laws, we could be suspended or debarred from contracting, which could have a material adverse effect on our business.

Various statutes to which our operations are subject, such as Factories and Industrial Undertakings Ordinance (Cap. 59 of the Laws of Hong Kong), Construction Site (Safety) Regulations (Cap. 59I of the Laws of Hong Kong), Factory and Industrial Undertakings (Safety Officers and Safety Supervisors) Regulations (Cap. 59Z of the Laws of Hong Kong), Factories and Industrial Undertakings (Safety Management) Regulations (Cap. 59AF of the Laws of Hong Kong) and Occupational Safety and Health Ordinance (Cap. 509 of the Laws of Hong Kong), which deal with the health and safety during the construction process and various other statutes provide for discretionary suspension and/or debarment in certain circumstances.

The scope and duration of any suspension or debarment may vary depending upon the facts of a particular case and the statutory or regulatory grounds for debarment. Any suspension or debarment from contracting will have a material adverse effect on our financial condition, results of operations or liquidity.

Unsatisfactory performance by our subcontractors or unavailability of subcontractors may adversely affect our operation and profitability.

We focus on the role of project management and supervision in carrying out our projects and we generally engage subcontractors to perform part of the site works under our supervision. In order to control and ensure the quality and progress of the works of our subcontractors, we select subcontractors based on their quality of services, qualifications, skills and technique, prevailing market price, delivery time, availability of resources in accommodating our requests and reputation. There is no assurance that the work quality of our subcontractors can always meet our requirements. We may be affected by the non-performance, inappropriate or poor quality of works rendered by our subcontractors. Such events could impact upon our profitability, financial performance and reputation. In addition, there is no assurance that we will always be able to secure services from suitable subcontractors when required, or be able to negotiate acceptable fees and terms of service with subcontractors. In such event, our operation and financial position may be adversely affected.

In the event that our subcontractors fail to follow the safety guidelines and other requirements imposed by our customers, we may be liable to pay to our customers the expenses and penalties incurred by them. Although we are entitled to be compensated by our subcontractors in relation to such penalties under the subcontracting agreement, we may not be able to claim from such subcontractors in order to maintain a stable relationship with our major subcontractors. In such event, we may be subject to additional costs and penalties incurred by our subcontractors in relation to their failure to comply with the safety procedures and other requirements imposed by our customers.

We depend on third parties for supply of materials to operate our business.

We purchase materials from our suppliers for the provision of our services. The major types of materials sourced from our suppliers included Portland cement, hydraulic lime, concrete blocks, aggregates and sand. We cannot assure you that our favorable working relationships with our suppliers will continue in the future. In addition, there have historically been periods of supply shortages in our industry.

The inability to purchase materials could severely impact our business. If our suppliers experience price increases or disruptions to their business, such as labor disputes, supply shortages or distribution problems, our business, financial condition, results of operations, liquidity and cash flows could be materially and adversely affected.

We may not be able to compete favorably in our highly competitive industry.

Some of our competitors may have certain advantages, including but not limited to having long operating history, better financing capabilities and well developed technical expertise. New participants may wish to enter the industry provided that they have the appropriate skills, local experience, necessary equipment, capital and they are granted the requisite licenses or approvals by the relevant regulatory bodies. Any significant increase in competition may result in lower operating margins and loss of market share, which may adversely affect our profitability and operating results.

During the fiscal years ended March 31, 2024, 2023 and 2022, our five largest customers accounted for a significant portion of our total revenue.

A significant portion of our revenue was derived from a limited number of customers. Our five largest customers for the fiscal years ended March 31, 2024, 2023 and 2022 accounted for approximately 91.7%, 93.4% and 92.8% of our revenue in the corresponding periods, respectively. In particular, one of our top customers contributed approximately 62.2%, 42.1% and 23.6% of our total revenue for the fiscal years ended March 31, 2024, 2023 and 2022. We were engaged by our customers on a project-by-project basis. There is no assurance that we will continue to obtain contracts from our major customers in the future. If there is a significant decrease in the number of projects awarded by our major customers, and we are unable to secure suitable projects of a comparable size and quantity as replacements from other customers, our financial condition and operating results would be materially and adversely affected.

Environmental, health and safety laws and regulations and any changes to, or liabilities arising under, such laws and regulations could have a material adverse effect on our financial condition, results of operations and liquidity.

Our operations are subject to stringent and complex laws and regulations governing the discharge of materials into the environment, health and safety aspects of our operations or otherwise relating to environmental protection. These laws and regulations may impose numerous obligations applicable to our operations, including: the acquisition of a permit or other approval before conducting regulated activities; the restriction of the types, quantities and concentration of materials that can be released into the environment; the limitation or prohibition of activities on certain lands lying within wilderness, wetlands, and other protected areas; the application of specific health and safety criteria addressing worker protection; and the imposition of substantial liabilities for pollution resulting from our operations.

A number of government authorities have the power to enforce compliance with these laws and regulations and the permits issued under them. Such enforcement actions often involve difficult and costly compliance measures or corrective actions. Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil, or criminal penalties, natural resource damages, the imposition of investigatory or remedial obligations, and the issuance of orders limiting or prohibiting some or all of our operations. In addition, we may experience delays in obtaining, or be unable to obtain, required permits, which may delay or interrupt our operations and limit our growth and revenue.

Certain environmental laws impose strict liability (i.e., no showing of “fault” is required) or joint and several liability for costs required to remediate and restore sites where hazardous substances, hydrocarbons or solid wastes have been stored or released. We may be required to remediate contaminated properties currently or formerly owned or operated by us or third-party facilities that received waste generated by our operations regardless of whether such contamination resulted from the conduct of others or from the consequences of our own actions that were in compliance with all applicable laws at the time those actions were taken. Furthermore, the existence of contamination at properties we own, lease or operate could result in increased operational costs or restrictions on our ability to use those properties as intended.

In certain instances, citizen groups also have the ability to bring legal proceedings against us if we do not comply with environmental laws or challenge our ability to receive environmental permits that we need to operate. In addition, claims for damages to persons or property, including natural resources, may result from our operations’ environmental, health, and safety impacts. Our insurance may not cover all environmental risks and costs or may not provide sufficient coverage if an environmental claim is made against us. Moreover, public interest in protecting the environment has increased dramatically in recent years. The trend of more expansive and stringent environmental legislation and regulations applied to our industry could continue, resulting in increased costs of doing business and consequently affecting profitability.

We may not be able to implement our business plans effectively to achieve future growth.

Our expansion plan is based upon a forward-looking assessment of market prospects of the wet trades works industry in Hong Kong and there is no assurance that such assessment will always turn out to be correct or that it will be able to grow our business as planned. Expansion plans may be affected by a number of factors beyond our control. Such factors include, but are not limited to, changes in economic conditions in Hong Kong, changes in supply and demand for our wet trades works services and government regulations in relation to the wet trades works industry. Our future growth depends on our ability to improve our administrative, technical and operational infrastructure. As the business expands, we may encounter a range of difficulties in managing our business, such as difficulties (i) generating sufficient liquidity internally or obtaining external financing for capital needs, and (ii) allocating its resources and managing its relationships with a growing number of customers, suppliers and other business partners. There can be no assurance that future growth will materialize or that we will be able to manage future growth effectively, and failure to do so would have a material adverse effect on our business, financial position and results of operations.

Our continued success requires us to hire, train and retain qualified personnel and subcontractors in a competitive industry.

The success of our business depends upon our ability to attract, train and retain qualified, reliable personnel, including, but not limited to, our executive officers and key management personnel, such as Mr. Chi Ming Lam. Additionally, the successful operation of our business depends upon project management personnel, other employees and qualified subcontractors who possess the necessary and required experience and expertise and who will perform their respective services at a reasonable and competitive rate. Competition for these and other experienced personnel is intense. As a result, it may be difficult to attract and retain qualified individuals with the requisite expertise and in the timeframe demanded by our clients.

In addition, the cost of providing our services, including the extent to which we utilize our workforce, affects our profitability. For example, the uncertainty of contract award timing can present difficulties matching our workforce size with our contracts. If an expected contract award is delayed or not received, we could incur costs resulting from excess staff or redundancy of facilities that could have a material adverse impact on our business, financial conditions and results of operations.

Failure to complete our projects on a reliable and timely basis could materially affect our reputation, our financial performance or may subject us to claim.

The contracts with our customers generally contain a liquidated damages clause under which we are liable to pay liquidated damages to our customers if we are unable to deliver or perform the contractual works within the time specified in the contract. Liquidated damages are generally determined on the basis of a fixed sum per day.

Delay in a project may occur from time to time due to various unforeseen factors such as shortage of manpower, delays by subcontractors, industrial accidents, and delay in delivery of materials. If there is any delay on our part in completion of a project, we may be liable to pay liquidated damages under the contract. There is no assurance that there will not be any delay in our existing and future projects resulting in claims in relation to liquidated damages, which in turn will have adverse impact on our reputation, business, financial condition and results of operations.

Our operations are subject to special hazards that may cause personal injury or property damage, subjecting us to liabilities and possible losses which may not be covered by insurance.

Operating hazards inherent in our business, some of which may be outside our control, can cause personal injury and loss of life, damage to or destruction of property, plant and equipment and environmental damage. We maintain insurance coverage in amounts and against the risks we believe are consistent with industry practice, but this insurance may be inadequate or unavailable to cover all losses or liabilities we may incur in our operations.

Our insurance policies are subject to varying levels of deductibles. Losses up to our deductible amounts are accrued based upon our estimates of the ultimate liability for claims incurred and an estimate of claims incurred but not reported. However, liabilities subject to insurance are difficult to estimate due to unknown factors, including the severity of an injury, the determination of our liability in proportion to other parties, the number of unreported incidents, and our safety programs’ effectiveness. If we were to experience insurance claims or costs above our estimates, we may be required to use working capital to satisfy these claims rather than using working capital to maintain or expand our operations.

Certain data and information in this prospectus were obtained from third-party sources and were not independently verified by us.

We have engaged Frost & Sullivan to prepare a commissioned industry report that analyzes the Hong Kong construction industry. Information and data relating to the Hong Kong construction industry have been derived from Frost & Sullivan’s industry report. Statistical data included in the Frost & Sullivan report also include projections based on a number of assumptions. The construction industry may not grow at the rate projected by market data, or at all. Any failure of the Hong Kong construction industry to grow at the projected rate may have a material adverse effect on our business and the market price of our Ordinary Shares. Furthermore, if any one or more of the assumptions underlying the market data is later found to be incorrect, actual results may differ from the projections based on these assumptions.

We have not independently verified the data and information contained in the Frost & Sullivan report or any third-party publications and reports Frost & Sullivan has relied on in preparing its report. Data and information contained in such third-party publications and reports may be collected using third-party methodologies, which may differ from the data collection methods used by us. In addition, these industry publications and reports generally indicate that the information contained therein is believed to be reliable, but do not guarantee the accuracy and completeness of such information.

We may need to raise additional capital in the future for working capital, capital expenditures and/or acquisitions, and we may not be able to do so on favorable terms or at all, which would impair our ability to operate our business or achieve our growth objectives.

Our ongoing ability to generate cash is important for funding our continuing operations, making acquisitions and servicing our indebtedness. To the extent that existing cash balances and cash flow from operations, together with borrowing capacity are insufficient to make investments or acquisitions or provide needed working capital, we may require additional financing from other sources. Our ability to obtain such additional financing in the future will depend in part upon prevailing capital market conditions and conditions in our business and our operating results. Those factors may affect our efforts to arrange additional financing on terms acceptable to us.

Furthermore, if global economic, political or other market conditions adversely affect the financial institutions that provide credit to us, it is possible that our ability to draw upon credit facilities may be impacted. If adequate funds are not available, or are not available on acceptable terms, we may not be able to make future investments, take advantage of acquisitions or other opportunities, or respond to competitive challenges, resulting in loss of market share, each of which could have a material adverse impact on our financial position, results of operations, cash flows and liquidity.

Our lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud which may affect the market for and price of our Ordinary Shares.

We are a private company with limited accounting personnel and other resources for addressing our internal control over financial reporting. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in connection with the audits of our consolidated financial statements as of March 31, 2024, 2023, and 2022, we identified certain material weaknesses in our internal control over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified related to (1) our lack of sufficient full-time personnel with appropriate levels of accounting knowledge and experience to monitor the daily recording of transactions, address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP; and (2) our lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures as well as adequate policies and procedures in internal audit function to ensure that our policies and procedures have been carried out as planned.

Our management has implemented and is currently taking the steps necessary to remediate the underlying causes of these material weaknesses, including (i) conducting regular and continuous U.S. GAAP training programs and webinars for our financial reporting and accounting personnel; (ii) established three committees under the board of directors: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee (see “Management” for details); (iii) actively hiring more qualified staff to fill up the key roles in the operations; and (iv) setting up a financial and system control framework with formal documentation of polices and controls in place. However, we cannot assure you that these measures may fully address the material weakness in our internal control over financial reporting or that we may not identify additional material weaknesses or significant deficiencies in the future.

We are subject to the requirement that we maintain internal controls and that management perform periodic evaluation of the effectiveness of the internal controls. Effective internal control over financial reporting is important to prevent fraud. As a result, our business, our financial condition, results of operations and prospects, as well as the market for and trading price of our Ordinary Shares, may be materially and adversely affected if we do not have effective internal controls. Before the initial public offering, we were a private company with limited resources. As a result, we may not discover any problems in a timely manner and current and potential shareholders could lose confidence in our financial reporting, which would harm the business of the Operating Subsidiaries and the trading price of our Ordinary Shares. The absence of internal controls over financial reporting may inhibit investors from purchasing our Ordinary Shares and may make it more difficult for us to raise funds in a debt or equity financing.

Additional material weaknesses or significant deficiencies may be identified in the future. If we identify such issues or if we are unable to produce accurate and timely financial statements, our Ordinary Share price may decline and we may be unable to maintain compliance with the Nasdaq Listing Rules.

We are subject to credit risk in relation to the collectability of our trade receivables and contract assets.

A contract asset represents our right to consideration from customers in exchange for the provision of wet trades works that we have transferred to the customers that is not yet unconditional. Contract assets arise when we have provided the wet trades works under the relevant contracts but the works have yet to be certified by architects, quantity surveyors or other representatives appointed by the customers and/or our right to payment is still conditional on factors other than passage of time. Any amount previously recognized as a contract asset is reclassified to trade receivables at the point when our right to payment becomes unconditional other than passage of time.

There is no assurance that we will be able to bill all or any part of contract assets for our services completed according to the payment terms of the contracts and there is no assurance that the retention monies will be released by our customers to us on a timely basis and in full accordingly. Further, there can be no assurance that our customers will settle our invoices on time and in full. In the event that we are unable to collect a substantial portion of our trade receivables within the payment terms or at all, our cash flows and financial positions will be adversely affected. Any difficulty in collecting a substantial portion of our trade receivables and contract assets could materially and adversely affect our cash flows and financial positions.

We are a holding company whose principal source of operating cash is the income received from our Operating Subsidiaries.

We are dependent on the income generated by our Operating Subsidiaries in order to make distributions and dividends on the shares. The amount of distributions and dividends, if any, which may be paid to us from our Operating Subsidiaries will depend on many factors, including such subsidiaries’ results of operations and financial condition, limits on dividends under applicable law, its constitutional documents, documents governing any indebtedness, and other factors which may be outside our control. If our Operating Subsidiaries do not generate sufficient cash flow, we may be unable to make distributions and dividends on the shares.

Our significant shareholder has considerable influence over our corporate matters.

Mr. Chi Ming Lam beneficially owns and controls 11,250,000 Ordinary Shares that correspond to 100% on a pre-Offering basis and 84.31% on a post-Offering basis of our issued and outstanding Ordinary Shares, assuming the underwriters do not exercise their option to purchase additional Ordinary Shares and assuming Mr. Lam immediately disposes all of the 500,000 Ordinary Shares pursuant to the Resale Prospectus. Mr. Chi Ming Lam will hold considerable influence over corporate matters requiring shareholder approval and will independently control the operations of the Company, including without limitation, electing directors and approving material mergers, acquisitions or other business combination transactions. This concentrated control will limit your ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of our Ordinary Shares of the opportunity to sell their shares at a premium over the prevailing market price.

Our significant shareholder may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.

Because our significant shareholder has, considerable influence over our corporate matters, his interests may differ from the interests of our company as a whole. The shareholder could, for example, appoint directors and management without the requisite experience, relations or knowledge to steer our company properly because of their affiliations or loyalty, and such actions may materially and adversely affect our business and financial condition. Currently, we do not have any arrangements to address potential conflicts of interest between the shareholder and our company. If we cannot resolve any conflict of interest or dispute between us and the shareholders, we would have to rely on legal proceedings, which could disrupt our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

If we fail to promote and maintain our brand effectively and cost-efficiently, our business and results of operations may be harmed.

We believe that developing and maintaining awareness of our brand effectively is critical to attracting new and retaining existing customers. Successful promotion of our brand and our ability to attract customers depend largely on the effectiveness of our marketing efforts and the success of the channels we use to promote our services. Our future marketing efforts will likely require us to incur additional expenses. These efforts may not result in increased revenue in the immediate future or at all and, even if they do, any increase in revenue may not offset the expenses incurred. If we fail to successfully promote and maintain our brand while incurring substantial expenses, our results of operations and financial condition would be adversely affected, which may impair our ability to grow our business.

We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.

We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks, patents, copyrights, know-how or other intellectual property rights held by third parties. We may be from time to time in the future subject to legal proceedings and claims relating to the intellectual property rights of others. In addition, there may be third-party trademarks, patents, copyrights, know-how or other intellectual property rights that are infringed by our products, services or other aspects of our business without our awareness. Holders of such intellectual property rights may seek to enforce such intellectual property rights against us in Hong Kong, the United States or other jurisdictions. If any third-party infringement claims are brought against us, we may be forced to divert management’s time and other resources from our business and operations to defend against these claims, regardless of their merits.

Any deterioration in the outbreak of COVID-19 may adversely affect our operation and financial condition.

The first confirmed case of COVID-19 in Hong Kong was first reported in January 2020. Since then, there have been multiple rounds of outbreak of COVID-19 in Hong Kong. The Government has announced various measures, including travel restrictions and safe distancing measures in order to reduce the risk of local transmission of COVID-19. There is no assurance that the outbreak of COVID-19 in Hong Kong can be effectively controlled or that the Government will not impose more stringent measures such as closure of physical workplace premises, full-scale suspension of all business, social and other activities, as well as other lockdown policies to control the spread of COVID-19.

Between January 2022 and April 2022, Hong Kong recorded its fifth wave of outbreak of COVID-19 attributable to the SARS-CoV-2 Omicron variant. The COVID-19 pandemic has negatively impacted the Hong Kong construction industry since early 2020. For example, construction activities on projects sites with confirmed cases of COVID-19 were temporarily suspended for up to two weeks for disinfection. There has also been a disruption in the supply of materials since early 2022 as a result of supply chain and cross-border transportation disruptions. Since early 2023 and up to the date of this prospectus, the business activities in Hong Kong have resumed back to normal.

Although we have not experienced any major delays with respect to any of our projects as of the date of this prospectus, if there is an occurrence of a similar incident at any of our construction sites, it may result in a material disruption or delay. This in turn could have an adverse impact on our ability to complete the project on time and hence impair our reputation, business, financial conditions and our relationships with our customers. In addition, our gross profit margin may be adversely affected if there is a prolonged suspension as a result of COVID-19 as we may have to incur additional costs from (i) working overtime and engaging additional subcontractors after the resumption of work to avoid failure of completing the project in line with the original schedule; and (ii) rental expenses related to additional equipment as a result of our not being allowed to enter the site to mobilize any idle equipment to other construction sites.

The further outbreak of COVID-19 in waves in Hong Kong may have a material adverse impact on the Hong Kong economy, which may result in a slowdown in the property market and lower the availability of wet trades works projects available in Hong Kong. Any deterioration in the outbreak of COVID-19 may also lead to labor shortages, an increase in the wages of workers and/or an interruption to our business operations in the form of a temporary suspension or delay. We cannot assure you that we will not experience any project delays. We may experience a failure to complete a project according to the planned specifications, schedule and budget, as a result of the future outbreaks in waves of any subvariant of COVID-19, which may in turn expose us to potential claims from our customers for liquidated damages and which may adversely impact our reputation and negatively affect our business and financial condition and our results of operations.

Our operations may also be negatively affected if any of our employees or employees of our subcontractors is suspected of contracting or having contracted COVID-19, since this may require us and our subcontractors to quarantine some or all of the relevant employees and disinfect our project sites and facilities. If these adverse impacts materialize and persist for a substantial period of time, they may significantly and adversely affect our business operations and financial performance.

In addition, if the Government introduces further measures to combat the spread of COVID-19 including import controls or lockdown policy on a city-wide scale, there is no assurance that our suppliers would be able to (a) maintain their normal business operations without disruptions; and/or (b) deliver the services, materials or subcontracting services to us without delay, and there is no guarantee that we would be able to source the services, materials or subcontracting services from alternative suppliers in time if such measures persist for a substantial period.

Events such as epidemics, natural disasters, adverse weather conditions, political unrest and terrorist attacks could significantly delay, or even prevent us from completing, our projects.

Our operations are subject to uncertainties and contingencies beyond our control that could result in material disruptions in our operations and adversely affect our business. These include epidemics, natural disasters, fire, adverse weather conditions, political unrest, wars and terrorist attacks. Any such events could cause us to reduce or halt our operation, adversely affect our business operation, increase our costs and/or prevent us from completing our projects, any one of which could materially and adversely affect our business, financial condition and results of operations.

In such an event, our business operations may also be severely disrupted due to a negative impact on investor confidence and risk appetites, the fund-raising activities of issuers and proposed listing applicants, the macroeconomic conditions as well as the financial conditions in Hong Kong. Our business operations, financial condition as well as our fund-raising activities as contemplated by this prospectus may be materially and adversely affected as a result.

Failure to maintain safe construction sites and/or implement our safety management system may lead to the occurrence of personal injuries, property damages, fatal accidents or suspension or non-renewal of our registration under the Registered Specialist Trade Contractors Scheme of the Construction Industry Council.

Due to the nature of works in construction sites, risks of accidents or injuries to workers are inherent. Notwithstanding our occupational health and safety measures that are required to be followed by our employees and employees of our subcontractors, accidents leading to personal injuries, property damages and/or fatal accidents remain an inherent risk at work sites. There is no assurance that there will not be any violation of our safety measures or other related rules and regulations by our employees or employees of our subcontractors. Any such violation may lead to higher probability of occurrences, and/or increased seriousness, of personal injuries, property damages and/or fatal accidents at work sites, which may materially and adversely affect our business operations as well as our financial position to the extent not covered by insurance policies. Also, failure to maintain safe construction sites and/or to implement safety management measures resulting in the occurrence of serious personal injuries or fatal accidents may lead to negative publicity and/or suspension or non-renewal of our registration under the Registered Specialist Trade Contractors Scheme of the Construction Industry Council, which in turn adversely affect our reputation, financial position and results of operation.

In addition, any personal injuries and/or fatal accidents to our employees and employees of our subcontractors may lead to claims or other legal proceedings against us. Any such claims or legal proceedings could adversely and materially affect our financial position to the extent not covered by insurance policies. Also, notwithstanding the merits of any such claims or legal proceedings, we need to divert management resources and incur extra costs to handle these matters. Any such claims or legal proceedings could therefore have a material and adverse impact on our business operations.

Although the risks of accidents or injuries to workers are inherent due to the nature of works in the construction industry, such accident record may adversely affect our industry reputation, which may in turn affect our prospect of receiving tender invitations from potential new customers or being awarded with future tenders from both our existing and potential new customers. Furthermore, we may have to incur additional costs to strengthen our safety management measures, such as recruiting additional safety supervision staff, which may have an adverse impact on our profitability.

There is no assurance that we will be able to renew our registration under the Registered Specialist Trade Contractors Scheme of the Construction Industry Council.

Subcontractors engaged under public sector projects initiated by the Government are generally required to possess registration under the Registered Specialist Trade Contractors Scheme of the Construction Industry Council. Renewal of registration under the Registered Specialist Trade Contractors Scheme is required every three or five years and is generally subject to certain technical and relevant industry experience requirements. There is no assurance that we will be able to renew such registration every time in the future. In the event of non-renewal of such registration, our reputation, our ability to obtain future businesses, and our business and financial position and prospects could be materially and adversely affected.

We may be a party to legal proceedings from time to time and we cannot assure you that such legal proceedings will not have a material adverse impact on our business. In particular, there may be potential employees’ compensation claims and personal injury claims.

We may be involved in claims and litigations in respect of various matters from our customers, subcontractors, workers and other parties concerned with our works from time to time. Such claims may include in particular employees’ compensation claims and personal injury claims in relation to personal injuries suffered by workers as a result of accidents arising out of and in the course of employment of the injured workers. There is no assurance that we will not be involved in any claims or legal proceedings, nor can we assure you that any such claims or legal proceedings would not have a material adverse impact on our business. Should any claims against us fall outside the scope and/or limit of insurance coverage, our financial position may be adversely affected. Regardless of the merits of any outstanding and potential claims, we need to divert management resources and incur extra costs to handle these claims, which could affect our corporate image and reputation if they were published by the press. If the aforesaid claims were successfully made against us and are not covered by insurance policies, we may need to pay damages and legal costs, which in turn could adversely affect our results of operations and financial position.

Our insurance coverage may not be adequate to cover potential liabilities.

Certain risks disclosed elsewhere in this section such as risks in relation to customer concentration, our ability to obtain new contracts, our ability to retain and attract personnel, availability and performance of subcontractors, project and cost management, our ability to maintain and renew our registrations, credit risk and liquidity risk, are generally not covered by insurance because they are either uninsurable or it is not cost justifiable to insure against such risks. Insurance policies covering losses from acts of war, terrorism, or natural catastrophes are also either unavailable or cost prohibitive.

Further, we may be subject to liabilities against which we are not insured adequately or at all or liabilities against which cannot be insured. Should any significant liabilities arise due to accidents, natural disasters, or other events which are not covered or are inadequately covered by our insurance, our business may be adversely affected, potentially lead to a loss of assets, lawsuits, employee compensation obligations, or other forms of economic loss.

We cannot guarantee that our current levels of insurance are sufficient to cover all potential risks and losses. In addition, we cannot guarantee that we can renew our policies or can renew our policies on similar or other acceptable terms. If we suffer from severe unexpected losses or losses that far exceed the policy limits, it could have a material and adverse effect on our business, financial position, results of operations and prospect.

Possible difficulty in recruiting sufficient labor or significant increase in labor costs may hinder our future business strategies.

The wet trades works industry in Hong Kong has been facing the problem of labor shortage and ageing workforce. The supply and cost of labor in Hong Kong are affected by the availability of labor in the market as well as economic factors in Hong Kong including the inflation rate and standard of living. There is no guarantee that the supply of labor and labor costs will be stable. In addition, the Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong) requires that an employee is entitled to be paid wages in respect of any wage period of not less than the minimum wage, which shall be derived by reference to the prescribed minimum hourly wage rate (currently set at HK$40 per hour (effective from May 1, 2023)). There is no assurance that the statutory minimum wage will not increase in the future. In the event that we or our subcontractors fail to retain existing labor and/or recruit sufficient labor in a timely manner to cope with the demand of our existing or future jobs and/or there is a significant increase in the costs of labor, we may not be able to complete our jobs on schedule and/or within budget and our operations and profitability may be adversely affected.

Wet trades works is often labor-intensive and we cannot be certain that there will be sufficient workers for projects when needed. Even though we generally has not hired workers to conduct wet trades works and instead has employed subcontractors who hired workers directly, the labor cost is factored into the prices of the subcontractors. Any unpredicted rise in labor cost might be borne by us and may reduce our profit margin. Moreover, potential customers may be hesitant to engage us if the quotation price has to increase to fully consider any expected future increase in labor cost.

Fluctuations in exchange rates could have a material adverse effect on our results of operations and the price of the Ordinary Shares.

Our revenues and expenses will be denominated predominantly in Hong Kong dollars. The value of the Hong Kong dollar against the U.S. dollar may fluctuate and may be affected by, among other things, changes in political and economic conditions. Although the exchange rate between the Hong Kong dollar to the U.S. dollar has been pegged since 1983, we cannot assure you that the Hong Kong dollar will remain pegged to the U.S. dollar.

Our business is conducted in Hong Kong, our books and records are maintained in H.K. dollar, which is the currency of Hong Kong, and the financial statements that we file with the SEC and provide to our shareholders are presented in United States dollars. Changes in the exchange rate between H.K. dollar and United States dollar affect the value of our assets and the results of our operations, when presented in United States dollars. Any significant fluctuations in the exchange rates between Hong Kong dollars to U.S. dollars may have a material adverse effect on our revenue and financial condition. For example, to the extent that we are required to convert U.S. dollars we receive from this Offering into Hong Kong dollars for our operations, fluctuations in the exchange rates between Hong Kong dollars against the U.S. dollar would have an adverse effect on the amounts we receive from the conversion. We have not used any forward contracts, futures, swaps or currency borrowings to hedge our exposure to foreign currency risk.

Our business is susceptible to government policies and macroeconomic conditions.

The market growth of construction industry in Hong Kong highly correlates to government policies and macroeconomic environment. Particularly, during economic downturns, due to limited financial budgets, property developers and tenants are more conservative to invest capital resources to renovate their living spaces and select high-end products, such as furniture and marbles imported from overseas. On the other hand, government policies, such as urban renewal and development program and land sales, may affect the availability of land for property developers to construct and subsequently the demand for wet trades works in Hong Kong may deteriorate. In fact, according to the Lands Department, the area of land sales has dropped from approximately 323.8 thousand square meters in 2016/17 to approximately 34.8 thousand square meters in 2023/24. As a result, the issue of overreliance on government policies and cyclical nature of construction works may adversely impact the development of wet trades works market in Hong Kong.

We are exposed to risks of general economic downturn and deteriorating market conditions, such as Sino-U.S. trade conflicts.

As our business and operations are based in Hong Kong, our business growth is primarily dependent upon the economy and market condition in Hong Kong and the PRC. The market conditions are directly affected by, among other things, the global and local political and economic environments, such as uncertainties about the Sino-U.S. trade conflicts. Any sudden downturn in the general economic environment or change to political environment in Hong Kong and the PRC beyond our control may adversely affect the financial market sentiment in general. Severe fluctuations in market and economic sentiments may also lead to a prolonged period of sluggish performance of the real estate and construction industries. As such, our revenue and profitability may fluctuate and we cannot assure you that we will be able to maintain our historical financial performance in times of difficult or unstable economic conditions.

Risks Related to Doing Business in Hong Kong

Hong Kong’s legal system is evolving and has inherent uncertainties that could limit the legal protection available to you.

For the fiscal years ended March 31, 2024, 2023 and 2022, our revenue was derived from wet trades works in Hong Kong. The Hong Kong legal system embodies uncertainties which could limit the legal protections available to you and us.

As one of the conditions for the handover of the sovereignty of Hong Kong to the PRC, the PRC had to accept some conditions such as Hong Kong’s Basic Law before its return. The Basic Law ensured Hong Kong will retain its own currency (the Hong Kong Dollar), legal system, parliamentary system and people’s rights and freedom for fifty years from 1997. This agreement had given Hong Kong the freedom to function in a high degree of autonomy. The Special Administrative Region of Hong Kong is responsible for its own domestic affairs including, but not limited to, the judiciary and courts of last resort, immigration and customs, public finance, currencies and extradition. Hong Kong continues using the English common law system.

Some international observers and human rights organizations have expressed doubts about the future of the relative political freedoms enjoyed in Hong Kong and the PRC’s pledge to allow a high degree of autonomy in Hong Kong. On July 14, 2020, the United States signed an executive order to end the special status enjoyed by Hong Kong post-1997. As the autonomy currently enjoyed may be compromised, it could potentially impact Hong Kong’s common law legal system and may, in turn, bring about uncertainty in, for example, the enforcement of our contractual rights. If the PRC were to, in fact, renege on its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our business and operation. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our customers.

The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our Operating Subsidiaries in Hong Kong.

On June 30, 2020, the Standing Committee of the PRC National People’s Congress adopted the Hong Kong National Security Law. This law defines the duties and government bodies of the Hong Kong National Security Law for safeguarding national security and four categories of offences — secession, subversion, terrorist activities, and collusion with a foreign country or external elements to endanger national security — and their corresponding penalties. On July 14, 2020, the former U.S. President Donald Trump signed the Hong Kong Autonomy Act, or HKAA, into law, authorizing the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. On August 7, 2020, the U.S. government imposed HKAA - authorized sanctions on eleven individuals, including former HKSAR chief executive Carrie Lam. On October 14, 2020, the U.S. State Department submitted to relevant committees of Congress the report required under HKAA, identifying persons materially contributing to “the failure of the Government of China to meet its obligations under the Joint Declaration or the Basic Law.” The HKAA further authorizes secondary sanctions, including the imposition of blocking sanctions, against foreign financial institutions that knowingly conduct a significant transaction with foreign persons sanctioned under this authority. The imposition of sanctions may directly affect the foreign financial institutions as well as any third parties or customers dealing with any foreign financial institution that is targeted. It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies located in Hong Kong. If our Operating Subsidiaries in Hong Kong are determined to be in violation of the Hong Kong National Security Law or the HKAA by competent authorities, our business operations, financial position and results of operations could be materially and adversely affected.

Nasdaq may apply additional and more stringent criteria for our continued listing.

Nasdaq Listing Rule 5101 provides Nasdaq with broad discretionary authority over the initial and continued listing of securities in Nasdaq and Nasdaq may use such discretion to deny initial listing, apply additional or more stringent criteria for the initial or continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes initial or continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteria for initial or continued listing on Nasdaq. In addition, Nasdaq has used its discretion to deny initial or continued listing or to apply additional and more stringent criteria in the instances, including but not limited to (i) where the company engaged an auditor that has not been subject to an inspection by PCAOB, an auditor that PCAOB cannot inspect, or an auditor that has not demonstrated sufficient resources, geographic reach, or experience to adequately perform the company’s audit; (ii) where a company planned a small public offering, which would result in insiders holding a large portion of the company’s listed securities. Nasdaq was concerned that an offering size was insufficient to establish the company’s initial valuation, and there would not be sufficient liquidity to support a public market for the company; and (iii) where the company did not demonstrate sufficient nexus to the U.S. capital market, including having no U.S. shareholders, operations, or members of the board of directors or management. In respect of any of the aforementioned concerns, we may be subject to additional and more stringent criteria of Nasdaq for our continued listing, which might cause delay or even denial of our listing application for our Ordinary Shares.

If we fail to meet applicable listing requirements, Nasdaq may delist our Ordinary Shares from trading, in which case the liquidity and market price of our Ordinary Shares could decline.

We cannot assure you that we will be able to meet the continued listing standards of Nasdaq in the future. If we fail to comply with the applicable listing standards and Nasdaq delists our Ordinary Shares, we and our shareholders could face significant material adverse consequences, including:

The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the HFCAA all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our Offering.

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 minimum offering size requirement for companies primarily operating in “Restrictive Market”, (ii) adopt a new requirement relating to the qualification of management or board of director 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 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 exchange. On December 2, 2020, the U.S. House of Representatives approved the HFCAA. On December 18, 2020, the HFCAA was signed into law. Additionally, in July 2020, the U.S. President’s Working Group on Financial Markets issued recommendations for actions that can be taken by the executive branch, the SEC, the PCAOB or other federal agencies and department with respect to Chinese companies listed on U.S. stock exchanges and their audit firms, in an effort to protect investors in the United States. In response, on November 23, 2020, the SEC issued guidance highlighting certain risks, and their implications to U.S. investors, associated with investments in China-based issuers and summarizing enhanced disclosures the SEC recommends China-based issuers make regarding such risks.

On December 2, 2021, the SEC adopted final amendments to its rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA, which took effect on January 10, 2022. We will be required to comply with these rules if the SEC identifies us as having a “non-inspection” year, as defined in the rules, under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above. Under the HFCAA, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in our shares being delisted. 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 and requiring 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 consecutive years, shortening the timeline for the application of the HPCAA’s delisting and trading prohibition from three years to two, and thus, would reduce the time before securities may be prohibited from trading or delisted. 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 16, 2021, the PCAOB issued a determination report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the People’s Republic of China; and (2) Hong Kong, a Special Administrative Region of the PRC, because of positions taken by PRC authorities in those jurisdictions, which determinations were vacated on December 15, 2022. Our current auditor, ZH CPA, LLC, is not headquartered in mainland China or Hong Kong and was not identified by the PCAOB in its report on December 16, 2021 as a firm subject to the PCAOB’s determinations, which determinations were vacated on December 15, 2022.

On August 26, 2022, the PCAOB signed a Statement of Protocol, or SOP, Agreement with the CSRC and China’s Ministry of Finance. The SOP, together with two protocol agreements governing inspections and investigation, establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in 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 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 uncertainty and depends on a number of factors out of our, and our auditor’s, control. The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward and is already 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 indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed. If the PCAOB in the future again determines that it is unable to inspect and investigate completely auditors in mainland China and Hong Kong, then the companies audited by those auditors would be subject to a trading prohibition on U.S. markets pursuant to the HFCAA.

If the PCAOB in the future again determines that it is unable to inspect and investigate completely auditors in mainland China and Hong Kong, then the lack of access to the PCAOB inspection in China would prevent the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China. As a result, investors could be deprived of the benefits of such PCAOB inspections, if the PCAOB in the future again determines that it is unable to inspect and investigate completely auditors in mainland China and Hong Kong. The inability of the PCAOB to conduct inspections of auditors in China would make it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality control procedures, which could cause existing and potential investors in our stock to lose confidence in our audit procedures and reported financial information and the quality of our financial statements. Although our auditor was not identified by the PCAOB in its report as a firm subject to the PCAOB’s determinations, which determinations were vacated on December 15, 2022, should the PCAOB be unable to fully conduct inspection of our auditor’s work papers in China, this could adversely affect us and our securities for the reasons noted above.

Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards. Our auditor is headquartered in Denver, Colorado, and has been inspected by the PCAOB on a regular basis with the last inspection in 2023. However, the recent developments would add uncertainties to our Offering and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements.

Risks Related to Our Initial Public Offering and Ownership of Our Ordinary Shares

We will incur additional costs as a result of becoming a public company, which could negatively impact our net income and liquidity.

Upon completion of this Offering, we will become a public company in the United States. As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, Sarbanes-Oxley and rules and regulations implemented by the Securities and Exchange Commission and the Nasdaq require significantly heightened corporate governance practices for public companies. As a result, we expect these rules and regulations to increase our legal, accounting and financial compliance costs and make many corporate activities more time-consuming and costly.

We do not expect to incur materially greater costs as a result of becoming a public company than those incurred by similarly sized U.S. public companies. If we fail to comply with these rules and regulations, we could become the subject of a governmental enforcement action, investors may lose confidence in us and the market price of our Ordinary Shares could decline.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002 and rules subsequently implemented by the Securities and Exchange Commission and the Nasdaq impose various requirements on the corporate governance practices of public companies. As a company with less than US$1.07 billion in net revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other generally applicable requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company,” we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the Securities and Exchange Commission. We also expect that operating as a public company will make it more difficult and expensive for us to obtain director and officer liability insurance. We may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. 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.

In the past, shareholders of a public company often brought securities class action suits against the company following periods of instability in the market price of that company’s 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, which could harm our results of operations and require us to incur significant expenses to defend the suit. 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 condition and results of operations.

Our management team has limited experience managing a public company.

Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. We are subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These obligations and constituents require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition, and operating results.

The obligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.

Upon completion of this Offering, we will be a publicly listed company in the United States. As a publicly listed company, we will be required to file periodic reports with the Securities and Exchange Commission upon the occurrence of matters that are material to our company and shareholders. In some cases, we will need to disclose material agreements or results of financial operations that we would not be required to disclose if we were a private company. Our competitors may have access to this information, which would otherwise be confidential. This may give them advantages in competing with our Company. Similarly, as a U.S.-listed public company, we will be governed by U.S. laws that our competitors, mostly private companies, are not required to follow. To the extent compliance with U.S. laws increases our expenses or decreases our competitiveness against such companies, our public listing could affect our results of operations.

We are a “foreign private issuer,” and our disclosure obligations differ from those of U.S. domestic reporting companies. As a result, we may not provide you the same information as U.S. domestic reporting companies or we may provide information at different times, which may make it more difficult for you to evaluate our performance and prospects.

We are a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. In addition, we will not be required to disclose detailed individual executive compensation information. Furthermore, our directors and executive officers will not be required to report equity holdings under Section 16 of the Exchange Act and will not be subject to the insider short swing profit disclosure and recovery regime.

As a foreign private issuer, we will also be exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. However, we will still be subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the disclosure obligations imposed on us as a foreign private issuer differ from those imposed on U.S. domestic reporting companies, you should not expect to receive the same information about us and at the same time as the information provided by U.S. domestic reporting companies.

The information we are required to file with or furnish to the SEC will be less extensive and less timely as compared to that required to be filed with the SEC by U.S. domestic issuers.

As a Cayman Islands company listed on the Nasdaq Capital Market, we are subject to the Nasdaq Capital Market corporate governance listing standards. However, 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 corporate governance listing standards. We do not currently plan to rely on home country practice with respect to any corporate governance matters. However, if we choose to do follow home country practice in the future, our shareholders may be afforded less protection than they otherwise would under the Nasdaq Capital Market corporate governance listing standards applicable to U.S. domestic issuers.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Ordinary Shares less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. We have elected to avail ourselves of the extended transition period for implementing new or revised financial accounting standards. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including 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. We could be an emerging growth company for up to five years, although we could lose that status sooner (1) if our revenue exceed $1.235 billion, (2) if we issue more than $1 billion in non-convertible debt in a three-year period, or (3) if the market value of our shares held by non-affiliates exceeds $700 million as of any March 31 before that time, in which case we would no longer be an emerging growth company as of the following March 31. We cannot predict if investors will find our Ordinary Shares less attractive because we may rely on these exemptions. If some investors find our shares less attractive as a result, there may be a less active trading market for our shares and our stock price may be more volatile.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests and our financial statements may not be comparable to companies that comply with public company effective dates. We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company.

We are a “controlled company” defined under the Nasdaq Stock Market Rules. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future and you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

We expect that our Chairman and Chief Executive Officer, Mr. Chi Ming Lam will own a majority of our Ordinary Shares following the Offering and we will be a controlled company under the applicable Nasdaq listing rules. For so long as we are a controlled company under the applicable Nasdaq listing rules, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:

As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

Although we do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future. If we elected to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors upon closing of the Offering. Our status as a controlled company could cause our Ordinary Shares to look less attractive to certain investors or otherwise harm our trading price. As a result, the investors will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Please refer to the paragraph titled “Risk Factors – Our significant shareholder has considerable influence over our corporate matters.”

Ordinary Shares eligible for future sale may adversely affect the market price of our Ordinary Shares, as the future sale of a substantial amount of outstanding Ordinary Shares in the public marketplace could reduce the price of our Ordinary Shares.

The market price of our Ordinary Shares could decline as a result of sales of substantial amounts of our Ordinary Shares in the public market, or the perception that these sales could occur. In addition, these factors could make it more difficult for us to raise funds through future offerings of our Ordinary Shares. An aggregate of 11,250,000 Ordinary Shares are outstanding before the consummation of this Offering and 12,750,000 Ordinary Shares will be outstanding immediately after this Offering, assuming no exercise of the underwriters’ over-allotment option to purchase additional Ordinary Shares. All of the Ordinary Shares sold in the Offering will be freely transferable without restriction or further registration under the Securities Act. The remaining Ordinary Shares will be “restricted securities” as defined in Rule 144. These shares may be sold in the future without registration under the Securities Act to the extent permitted by Rule 144 or other exemptions under the Securities Act.

Future sales, or the perception of future sales, by us or our shareholder in the public market following this Offering could cause the market price for our Ordinary Shares to decline.

The sale of substantial amounts of Ordinary Shares in the public market, or the perception that such sales could occur could harm the prevailing market price of our Ordinary Shares. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Upon completion of this Offering we will have a total of 12,750,000 Ordinary Shares outstanding, assuming no exercise of the underwriters’ over-allotment option to purchase additional Ordinary Shares. Of the outstanding Ordinary Shares, the 1,500,000 Ordinary Shares sold or issued in this Offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended, or Securities Act, except that any Ordinary Shares held by our affiliates, as that term is defined under Rule 144 of the Securities Act, may be sold only in compliance with the limitations described in “Ordinary Shares Eligible for Future Sale.” All remaining Ordinary Shares, which are currently held by our shareholder, may be sold in the public market in the future subject to the lock-up agreements and the restrictions contained in Rule 144 under the Securities Act. If our shareholder sells a substantial amount of Ordinary Shares, the prevailing market price for our Ordinary Shares could be adversely affected. Our executive officers, directors and shareholder will sign lock-up agreements with the underwriters that will, subject to certain customary exceptions, restrict the sale of our Ordinary Shares and certain other securities held by them for a period of no less than six months following the date of this prospectus. The underwriters may, in their sole discretion and at any time without notice, release all or any portion of the Ordinary Shares subject to any such lock-up agreements. As restrictions on resale end, the market price of our Ordinary Shares could drop significantly if the holders of our restricted shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our Ordinary Shares or other securities.

The requirements of being a public company may strain our resources and divert management’s attention.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the securities exchange on which we list, and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and regulations will nonetheless increase our legal and financial compliance 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, quarterly, and current reports with respect to our business and operating results.

As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become 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.

We also expect that 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.

The market price of our Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.

The initial public offering price for our Ordinary Shares will be determined through negotiations between the Underwriter and us and may vary from the market price of our Ordinary Shares following our initial public offering. If you purchase our Ordinary Shares in our initial public offering, you may not be able to resell those Ordinary Shares at or above the initial public offering price. We cannot assure you that our Ordinary Shares’ initial public offering price, or the market price following our initial public offering, will equal or exceed prices in privately negotiated transactions of our Ordinary Shares that have occurred from time to time prior to our initial public offering. The market price of our Ordinary Shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.

Recently, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent initial public offerings, especially among those 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 and financial condition 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 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 Ordinary Shares they hold or may not be able to sell their Ordinary Shares at all.

Future issuances or sales, or perceived issuances or sales, of substantial amounts of Ordinary Shares in the public market could materially and adversely affect the prevailing market price of the Ordinary Shares and our ability to raise capital in the future.

The market price of our Ordinary Shares could decline as a result of future sales of substantial amounts of shares or other securities relating to the shares in the public market, including by the Company’s significant shareholder, or the issuance of new shares by the Company, or the perception that such sales or issuances may occur. Future sales, or perceived sales, of substantial amounts of the shares could also materially and adversely affect our ability to raise capital in the future at a time and at a price favorable to us, and our shareholders will experience dilution in their holdings upon our issuance or sale of additional securities in the future. In addition, these factors could make it more difficult for us to raise funds through future offerings of our Ordinary Shares. A few shareholders hold a significant portion of our Ordinary Shares and these are “restricted securities” as defined in Rule 144. These Ordinary Shares may be sold in the future without registration under the Securities Act to the extent permitted by Rule 144 or other exemptions under the Securities Act.

We have broad discretion in the use of the net proceeds from our initial public offering and may not use them effectively.

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 initial 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. Pending their use, we may invest the net proceeds from our initial public offering in a manner that does not produce income or that loses value.

Future financing may cause a dilution in your shareholding or place restrictions on our operations.

We may need to raise additional funds in the future to finance further expansion of our capacity and business relating to our existing operations, acquisitions or strategic partnerships. If additional funds are raised through the issuance of new equity or equity-linked securities of the Company other than on a pro rata basis to existing shareholders, the percentage ownership of such shareholders in the Company may be reduced, and such new securities may confer rights and privileges that take priority over those conferred by the shares. Alternatively, if we meet such funding requirements by way of additional debt financing, we may have restrictions placed on us through such debt financing arrangements which may:

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter. We would lose our foreign private issuer status if, for example, more than 50% of our Ordinary Shares are directly or indirectly held by residents of the U.S. and we fail to meet additional requirements necessary to maintain our foreign private issuer status. If we lose our foreign private issuer status on this date, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq listing rules. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer, and accounting, reporting and other expenses in order to maintain a listing on a U.S. securities exchange.

You will experience immediate and substantial dilution.

The initial public offering price of our Ordinary Shares is substantially higher than the pro forma net tangible book value per share of our Ordinary Shares. Assuming the completion of the Offering, if you purchase Ordinary Shares in this Offering, you will incur immediate dilution of approximately $4.97 in the pro forma net tangible book value per share from the price per share that you pay for the shares. Accordingly, if you purchase shares in this Offering, you will incur immediate and substantial dilution of your investment. Please refer to the section titled “Dilution.”

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in the Cayman Islands or Hong Kong based on U.S. or other foreign laws against us, our management or the experts named in the prospectus.

Although we are a company incorporated in the Cayman Islands, we conduct substantially all of our operations in Hong Kong and substantially all of our assets are located in Hong Kong. In addition, a majority of our directors and executive officers reside within Hong Kong, and most of the assets of these persons are located within Hong Kong. As a result, it may be difficult for you to effect service of process within the United States upon us or these individuals, or to bring an action against us or against these individuals in the United States in the event that you believe your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of the Hong Kong may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

Hong Kong is a Special Administrative Region of the PRC. A foreign judgment can be registered and enforced in Hong Kong either under the Foreign Judgments (Reciprocal Enforcement) Ordinance (Cap. 319) (the “Ordinance”) or at common law. Registration of a foreign judgment under the Ordinance can be made by an ex parte application with the local court but this avenue is limited to judgments entered in designated jurisdictions, which currently include: Australia, Austria, Belgium, Bermuda, Brunei, France, Germany, India, Israel, Italy, Malaysia, The Netherlands, New Zealand, and Singapore and Sri Lanka. An action to enforce a foreign judgment at common law is a comparatively cumbersome process. It is in essence an independent suit in Hong Kong and the judgment creditor must follow normally applicable service procedures. Judgments entered in the United States and the United Kingdom can be enforced in Hong Kong only at common law. To be eligible for common-law recognition, the judgment must (1) be for a definite sum of money; (2) be final and conclusive; and (3) have been entered by a court with competent jurisdiction over the defendant. With respect to finality, a Hong Kong court will generally refrain from enforcing a judgment during the pendency of an appeal. This raises the possibility of undue delay and asset dissipation. With respect to the requirement of competent jurisdiction of the foreign judgment seeking to be enforced in Hong Kong, it is governed by private international law as interpreted in Hong Kong, not the law of the foreign forum. Jurisdiction can generally be asserted on the basis of the defendant’s physical presence in the foreign forum, appearance in the underlying legal proceeding or prior contractual consent to jurisdiction. Under the common law and the Ordinance, only limited defenses on the grounds such as fraud, due process and Hong Kong public policy can be raised against a duly registered foreign judgment. There is no mechanism for reconsideration of the merits of the underlying foreign litigation.

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 under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands and conduct substantially all of our operations in Hong Kong through our wholly-owned Hong Kong Operating Subsidiaries. Most of our directors and substantially all of our executive officers reside outside the United States and a substantial portion of their assets are located outside of the United States. As a result, it may be difficult for our shareholders to effect service on these persons or bring an action against us or against these individuals in the Cayman Islands or in Hong Kong in the event that they believe that their rights have been infringed under the securities laws of the United States or otherwise. Even if shareholders are successful in bringing an action of this kind, the laws of the Cayman Islands and Hong Kong may render them unable to enforce a judgment against our assets or the assets of our directors and officers.

Our corporate affairs are governed by our Amended Memorandum and Articles, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take legal action against our directors, actions by our minority shareholders and the fiduciary duties of our directors under Cayman Islands law 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 English common law, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws as compared to the United States, and some 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 the standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association and any special resolutions passed by such companies, and the register of mortgage and charges of such companies) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under the Amended Memorandum and Articles 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. To the extent we choose to follow home country practice with respect to corporate governance matters, 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, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or 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 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 Ordinary Shares – Material Differences in Cayman Islands Law and our Memorandum and Articles of Association and Delaware Law”.

It may be difficult to enforce a judgment of U.S. courts for civil liabilities under U.S. federal securities laws against us, our directors or officers in the Cayman Islands and Hong Kong.

We have been advised by our Cayman Islands legal counsel 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 U.S., however, 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.

David Fong & Co., our counsel to Hong Kong law, have advised us that there is uncertainty as to whether the courts of the Hong Kong would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Our Hong Kong counsel also advised us that in Hong Kong, foreign judgments can be enforced under statute under the Foreign Judgments (Reciprocal Enforcement) Ordinance or under common law. The Foreign Judgments (Reciprocal Enforcement) Ordinance is a registration scheme for the recognition and enforcement of foreign judgments based on reciprocity but the United States is not a designated country under the Foreign Judgments (Reciprocal Enforcement) Ordinance. As a result, a judgment rendered by a court in the United States, including as a result of administrative actions brought by regulatory authorities, such as the SEC, and other actions, will not be enforced by the Hong Kong courts under the statutory regime. In addition, the Supreme People’s Court of the PRC and the Government of Hong Kong have entered into the “Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special Administrative Region pursuant to Choice of Court Agreements between Parties Concerned,” or the Arrangement. The Mainland Judgements (Reciprocal Enforcement) Ordinance gave effect to the Arrangement and is a registration scheme for recognition and enforcement of PRC judgements based on reciprocity. Other than the Arrangement, Hong Kong has not entered into any multilateral convention or bilateral treaty regarding the recognition and enforcement of foreign judgments. Accordingly, any judgments rendered by a court in the United States will need to be enforced under common law. In order to enforce a foreign judgment under common law in Hong Kong, the judgment must meet certain criteria before it can be enforced, such as the judgment being final and conclusive.

We employ a mail forwarding service, which may delay or disrupt our ability to receive mail in a timely manner.

Mail addressed to the Company and received at its registered office will be forwarded unopened to the forwarding address supplied by Company to be dealt with. None of the Company, its directors, officers, advisors or service providers (including the organization which provides registered office services in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address. If such mail is delayed, it may impair your ability to communicate with us.

We could become 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 shares to significant adverse United States income tax consequences.

We will be a “passive foreign investment company,” or “PFIC,” if, in any particular taxable year, either (a) 75% or more of our gross income for such year consists of certain types of “passive” income or (b) 50% or more of the average quarterly value of our assets (as determined on the basis of fair market value) during such year produce or are held for the production of passive income (the “asset test”). In determining whether we are a PFIC, we are permitted to take into account the assets and income of our Operating Subsidiaries because we own 100% of their stock. However, even if we take into account the assets and income of our Operating Subsidiaries, we may still be considered a PFIC in 2023 and possibly later years, depending on a number of factors, including the composition of our income and assets, how quickly we use our liquid assets, including the cash raised pursuant to this offering (if we determine not to, or are unable to, deploy significant amounts of cash for active purposes our risk of being a PFIC will substantially increase), the market price of our Ordinary Shares, and fluctuations in that price. 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 2023 or any future taxable year. Please refer to the paragraph titled “Taxation – United States Federal Income Taxation”.

If we are a PFIC in any taxable year, a U.S. holder may incur significantly increased United States income tax on gain recognized on the sale or other disposition of the Ordinary Shares and on the receipt of distributions on the Ordinary Shares to the extent such gain or distribution is treated as an “excess distribution” under the United States federal income tax rules. A U.S. holder may also 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 generally will continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which such U.S. holder holds our Ordinary Shares. Please refer to the paragraph titled “Taxation – United States Federal Income Taxation”.

We do not expect to pay dividends in the foreseeable future after this Offering. You must rely on price appreciation of the Ordinary Shares for return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Please refer to the section titled “Dividend Policy.” Therefore, you should not rely on an investment in the Ordinary Shares as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. 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 out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in our Company being unable to pay its debts as they fall due in the ordinary course of business. Even if we decide 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 the Ordinary Shares will likely depend entirely upon any future price appreciation of the Ordinary Shares. There is no guarantee that the Ordinary Shares will appreciate in value after this offering or even maintain the price at which you purchased the Ordinary Shares. You may not realize a return on your investment in the Ordinary Shares and you may even lose your entire investment in the Ordinary Shares.

New climate-related disclosure obligations in proposed SEC rule amendments could have uncertain impacts on our business, impose additional reporting obligations on us, and increase our costs.

In March 2022, the SEC proposed rule amendments that would implement a framework for the reporting of climate-related risks and create a wide range of new climate-related disclosure obligations for all registrants, including us. The proposed rules would require us to include certain climate-related information in registration statements and annual reports, including (i) climate-related risks and their actual or likely material impacts on our business, strategy, and outlook; (ii) our governance of climate-related risks and relevant risk management processes; (iii) information on our greenhouse gas emissions; (iv) certain climate-related financial statement metrics and related disclosures in a note to our audited financial statements; and (v) information about our climate-related targets, goals, and transition plans.

The proposed rules remain open to public comment and may be subject to challenges and litigation. Thus, the ultimate scope and impact of the proposed rules on our business remain uncertain. To the extent new rules, if finalized, impose additional reporting obligations on us, we could face substantial increased costs. Separately, the SEC has also announced that it is scrutinizing climate-change related disclosures in public filings, increasing the potential for enforcement if the SEC were to allege that our existing climate disclosures are misleading or deficient.

We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

We are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law, including the laws of the Cayman Islands. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

The sale or availability for sale of substantial amounts of our Ordinary Shares, including the Ordinary Shares that are being registered concurrently for resale in the Resale Prospectus, could adversely affect their market price.

Sales of substantial amounts of our Ordinary Shares in the public market after the completion of this offering and from the sale of shares held by the Selling Shareholder, or the perception that these sales could occur, could adversely affect the market price of our shares and could materially impair our ability to raise capital through equity offerings in the future. As of the date of this prospectus, we have 11,250,000 Ordinary Shares issued and outstanding. The Ordinary Shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and Ordinary 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 applicable lock-up agreements. There will be 12,750,000 Ordinary Shares issued and outstanding immediately after this offering, assuming no exercise of the underwriters’ over-allotment option to purchase additional Ordinary Shares. See “Underwriting” and “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities after this offering.

There may be substantial sales of our Ordinary Shares by the Selling Shareholder after the effective date of this registration statement of which this prospectus forms a part, which could have a material adverse effect on the price of our Ordinary Shares after this offering.

The registration statement of which this prospectus forms a part also registers on behalf of the Selling Shareholder an aggregate of 500,000 Ordinary Shares previously issued by us. There are currently no agreements or understandings in place with the Selling Shareholder to restrict the sale of the Ordinary Shares to be offered by the Selling Shareholder after the effective date of the registration statement of which this prospectus forms a part. Sales of a substantial number of our 11,250,000 currently issued and outstanding Ordinary Shares by the Selling Shareholder at such time could cause the market price of our Ordinary Shares to decrease (possibly below the initial public offering price of the Ordinary Shares in this offering) and could impair our ability to raise capital in the future by selling additional Company securities.

INDUSTRY DATA AND FORECAST

All the information and data presented in this section has been derived from Frost & Sullivan Limited (“Frost & Sullivan”)’s industry report commissioned by us entitled “The Interconnect Product Market Independent Market Research” (the “Frost & Sullivan Report”) unless otherwise noted. Frost & Sullivan has advised us that the statistical and graphical information contained herein is drawn from its database and other sources. The following discussion contains projections for future growth, which may not occur at the rates that are projected or at all.

OVERVIEW OF HONG KONG WET TRADES WORKS MARKET

Definition and Classification

Wet trades works is defined as a subset of fitting-out works. In Hong Kong, wet trades work generally involves the use of dry construction materials mixed with water. Common scope of wet trades works includes plastering, brickwork, wall and floor tiling, painting and decoration, floor screeding and marble works. Wet trades contractors may also provide wet trades related ancillary services such as cleaning, smoothing platform, applying sealant, and washed granolithic screed, on-site logistics services, etc. The demand for wet trades works is associated with construction, renovation, maintenance, addition, and alteration of buildings in mainly residential (e.g., private residential buildings and public housing) and commercial segments (e.g., hotel, office buildings, retail stores and shopping malls), as well as industrial buildings, government buildings, community facilities transportation and public infrastructure and so on.

Wet trades works are carried out in a wide variety of buildings and facilities in Hong Kong, which includes residential buildings, commercial buildings, industrial buildings, government buildings and community facilities. Below sets out the common scope of wet trades works:

Value Chain

Typically, main contractors are responsible for supervising the overall progress and quality of the construction project, monitoring the daily operation of the construction site, and coordinating subcontractors to carry out construction works. Main contractors would subcontract some of the construction works to subcontractors because (i) labor intensive works such as wet trades works are subcontracted to subcontractors for the supply of sufficient direct labor as main contractors generally only hire a small number of direct labor on a permanent basis to control cost; and (ii) subcontractors often possess the necessary experience and expertise in performing specific areas of tasks and it is generally more cost effective to subcontract different parts of construction works to different subcontractors which are specialized in the field of expertise.

Wet trades subcontractors generally work with main contractors and are mainly responsible for managing wet trades workers, coordinating subcontractors, and supervising the progress and quality of wet trades works. It is common in the wet trades works industry that the works are subcontracted to different subcontractors. These subcontractors include direct labor and are commonly engaged on a project-by-project basis, given the fact that hiring a pool of workers for different trades of works under permanent agreement can be costly. There may be occasions where the main contractors supply certain tooling and miscellaneous services to their wet trade’s subcontractors for the use under the same projects and subsequently deduct such amounts in the relevant payment certificates issued to the wet trade’s subcontractors.

Source: The Frost & Sullivan Report

Market Size of Wet Trades Works in Hong Kong

Driven by the rising housing supply and continuous expansion of the commercial segment, including offices and hotels, and the residential segment, the gross value of wet trades works in Hong Kong increased from approximately HK$9,574.9 million (approximately US$1,227.6 million) in 2016 to approximately HK$11,335.2 million (approximately US$1,453.2 million) in 2021, representing a CAGR of 3.4%. The drop of gross value of wet trades works in 2020 was mainly due to the outbreak of COVID-19 which led to economic downturn and further disrupted the construction industry in Hong Kong.

As set out in the 2021 Policy Address by the Chief Executive of Hong Kong, the Government targets to increase the overall supply of transitional housing in the coming few years, and the launch of the Northern Metropolis Development Strategy contributes to the growth of the new towns, new development areas and development nodes. Together with other supportive government policies and expedited urban renewal, the gross value of wet trades works is expected to increase from HK$12,103.1 million (approximately US$,1551.7 million) in 2022 to approximately HK$15,609.3 million (approximately US$2,001.2 million) in 2026.

Note: The gross value of wet trades works refers to the revenue of the wet trades works industry in nominal term performed by main contractors and subcontractors in construction sites, and is indicative for the revenue of wet trades works contractors involved.

Source: The Frost & Sullivan Report

Market Size of Wet Trades Works in Hong Kong (Breakdown by Sector)

The private sector contributes to most of the total gross value of wet trades works in Hong Kong. During 2016 to 2021, primarily owing to the rising housing supply and the establishment of various sizeable real estate properties in Kowloon City and Sai Kung, the gross value of wet trade works in the private sector increased from approximately HK$5,992.6 million (approximately US$768.3 million) in 2016 to approximately HK$6,982.5 million (approximately US$895.2 million) in 2021, representing a CAGR of approximately 3.1%, On the other hand, the urban development in Tuen Mun and Kwun Tong has also created the demand for wet trade works. During the same period, the actual public housing units recorded the growth. Accordingly, the gross value of wet trade works in public sector increased from approximately HK$3,582.3 million (approximately US$459.3 million) in 2016 to approximately HK$4,352.7 million (approximately US$558.0 million) in 2021, at a CAGR of approximately 4.0%.

The rising housing supply would serve as the driver to the wet trade works market in Hong Kong. As set out in the release of the “Hong Kong 2030: Planning Vision and Strategy”, the construction of North East New Territories New Development Areas (NDAs) in Kwu Tung North, Fanling North and Ping Che which is expected to accommodate more than 50,000 household residential units in both public and private sectors. Growing along with several private residential properties expected to complete in Ho Man Tin and Cheung Sha Wan, such as the development at Ho Man Tin MTR Station and Hing Wah Street West, in the coming years, the gross value of wet trades works in the private sector is anticipated to grow from 2022 to 2026 at a CAGR of approximately 7.0%, reaching approximately HK$9,865.1 million (approximately US$1,264.8 million) in 2026. Driven by the Long Term Housing Strategy (LTHS) issued in 2020 with total public housing units target for the ten-year period from 2021–22 to 2030–31 of approximately 301,000 units and the continuous investment by the Government in infrastructure with an estimated annual expenditure of over HK$100 billion (approximately US$12.8 billion) on average in the next few years, as proposed by the Chief Executive in the 2020 Policy Address, the gross value of wet trades works in the public sector is expected to grow from approximately HK$4,575.0 million (approximately US$586.5 million) in 2022 to approximately HK$5,744.2 million (approximately US$736.5 million) in 2026, representing a CAGR of approximately 5.9%.

Source: The Frost & Sullivan Report

Market Drivers and Opportunities

Continuous housing supply in Hong Kong: The development of the wet trades market is highly associated with the constructions of buildings and infrastructures. In particular, the gross value of wet trade works in residential buildings segment accounted for over 60% of total gross value of wet trades works in 2021. As set out in the 2021 Policy Address by the Chief Executive of Hong Kong, the Government targets to increase the overall supply of transitional housing to 20 000 units in the coming few years by providing 5 000 additional units, and increase the amount of funding under the relevant funding scheme to HK$11.6 billion (approximately US$1.49 billion). On the other hand, the Northern Metropolis Development Strategy was released by the Government in 2021, covering two district administration areas including Yuen Long District and North District, encompassing mature new towns, new development areas and development nodes, with a total land area of about 300 square kilometers to be developed into an area with highly concentrated residential units, working population and enterprises. Further, the Hong Kong government has issued different policies to drive the housing supply, namely the “Land Sharing Pilot Scheme” addressed in 2020 Policy Address which seeks to unleash the development potential of privately owned agricultural lots for both public and private housing development through public-private partnership; the deployment of “Task Force on Land Supply” which identified some 210 potential sites with 3,235 hectare of land for housing purposes that would provide more than 330,000 of a combination of public and private residential units in the upcoming ten years in Hong Kong, including sites such as the East Lantau Metropolis, periphery of country parks, reclaimed lands, and multiple brownfields. For private sector, the 2022-23 Budget envisaged an estimated average annual production of about 19,000 units in the upcoming five years from 2022 to 2026, substantially greater than the average production of about 17,000 units in the past five years from 2016 to 2021. In turn the demand for construction works and wet trade works would be propelled continuously.

Urban renewal projects: The HK Government launched the Mandatory Building Inspection Scheme (MBIS) since 2012 and owners of buildings aged 30 years or above and served with statutory notices, are required to carry out the prescribed inspection. According to the Urban Renewal Authority, there will be 326,000 private housing units aged 70 or above by 2046 and there is an urgent need to step up the rejuvenation of dilapidated urban areas, especially for those located at densely-built urban core, such as Sham Shui Po and Kowloon City. As stated in the Annual Report 2019-20 of Urban Renewal Authority (URA), there were more than 10,000 buildings in Hong Kong aged 50 years or above, and the number is forecasted to reach 28,000 by 2046. Further, with a view to safeguarding public safety, the Chief Executive announced in the “2017 Policy Address” to earmark HK$3 billion (approximately US$0.38 billion) and partnered with the Urban Renewal Authority to implement Operation Building Bright assisting them to act in compliance with the requirements under the MBIS. Wet trade works as an essential construction process, the continuous urban renewal project is expected to drive respective demand.

Heightened industry standards and customer requirement: Attributable to rising living standard and increasing level of disposable income of Hong Kong citizens, downstream property developer is inclined to expect higher durability of buildings and facilities with minimum defects, future maintenance costs and hassle, which is expected to set a higher standard on the quality of materials, working process and craftsmanship of wet trades works. As property developers are looking to heighten the standard of respective properties in order to enhance competitiveness, demand for quality wet trades works has thus increased in order to fulfil the interior design and inspection requirement. With the higher demand for interior environment of residential flats and commercial buildings, including the texture, color and materials used in the design, as well as the use of fixtures, furniture and other accessories, quality of works is becoming the key focus of competition in wet trade works industry. Therefore, well-established wet trades work contractors with quality of works are preferred by property developers and main contractors.

Expedite development of commercial area: According to the Rating and Valuation Department of Hong Kong, the number of sale and purchase agreements of commercial units has increased from 1,520 units to 2,189 units during 2016 to 2021 and the total consideration of offices and commercial units increased from HK$24.5 billion (approximately US$3.16 billion) to HK$42.0 billion (approximately US$5.38 billion). With the enhanced accessibility and infrastructural development and support in areas, such as Kowloon East and Island East, rapid expansion and wet trades works are constantly required in these areas. Regarding Hong Kong government policy, 8 sites will be put up for sale and development of commercial buildings under the Land Sale Programme during 2020 to 2022. Several hotels and shopping malls are planning to upgrade in view of the market dynamics. The expanding commercial activities, development of new business district, residential and entertainment facilities will support the growth of wet trades market. Moreover, the continuous investment by the Government in infrastructure with an estimated annual expenditure of over HK$100 billion (approximately US$12.8 billion) on average in the next few years, as proposed by the Chief Executive in the 2020 Policy Address, will increase the demand for wet trades works

Market Trend and Outlook

Wider application of machinery and equipment: As specified in the “Designated Workers for Designated Skills” Provision under the Construction Workers Registration Ordinance (CWRO), only registered skilled workers or semi-skilled workers of designated trade divisions are allowed to independently carry out construction works of related trade division on construction sites, which aims at improving the quality of construction works and workers. It is expected that using machinery and equipment such as plaster spray machine and floor screeding machine to replace labor will become one of the market trends in the future. It is increasingly common to replace manual operation with the use of plaster spray machines for wet trades projects involving plastering works to increase the productivity of workers and further enhance the quality of craftsmanship. The use of plaster spray machines enables workers to complete a larger coverage of plastering works as compared to relying on traditional manual works over the same duration of time.

Increasing training and revitalized manpower in the industry: To alleviate manpower shortage in construction industry, with the support of Development Bureau, the Construction Industry Council (“CIC”) launches the “Advanced Construction Manpower Training Scheme - Pilot Scheme (Structured On-the-job) to train up semi-skilled workers to become skilled workers. The CIC has also launched the Construction Industry Council Relief Fund – Multi-skills Training Scheme for Registered Workers to assist the underemployed or temporarily unemployed registered construction workers in acquiring new skills to enhance their competitiveness to prepare for further development in the industry. Labor in the wet trade works industry is expected to garner related skills continuously with increased productivity and efficiency.

Technology-driven operational model: Outlined in the Policy Address in 2021, the implementation of Construction 2.0, which include the wider use of I&T and Modular Integrated Construction, shall enhance the overall operational performance of various sector in the construction industry. In the wet trade industry, converting project specifications into visual graphics can facilitate design project better and conduce to better communication between stakeholders. Building Information Modelling works as a cutting-edge 3D modelling and visualization tool to efficiently handle design, tender, construction, and maintenance process, which is able highly reduce the risk for improper design due to onsite limitation. In the long run, the wet trades work industry is expected to grow towards the assimilation of technology throughout the design and build process The adoption of various technology tools is expected to streamline procedures, elevate operating efficiency, and propel sustainable business model for service providers.

Market Constraints and Challenges

Cyclical nature of construction industry: As a part of the construction industry, wet trades works market follows the cyclicality of the construction industry, which is generally considered to be highly related to macroeconomic conditions, government policies and business cycle. For example, in the event of an economic downturn, the tightened financial budgets and higher costs of financing may make project owners be more conservative in initiating new projects or investing more resources. Similarly, if there are signs of slowing down in land supply or development programs of the HK Government, the growth of wet trades works market in Hong Kong may be hindered.

Shortage of Labor and Increasing Labor Cost: According to the Construction Industry Council, labor engaged in the wet trade works industry in Hong Kong, including plasterer, bricklayer and concreter have all categorized into the list of shortage trades. Due to the aging population and higher requirements on skills and qualifications of workers, the wet trades market in Hong Kong has been facing serious problems of shortage of experienced and skilled labor. Therefore, in order to attract qualified workers, market participants may need to adopt measures including competitive remuneration packages, growth opportunities and flexible schedule. The increasing competition for talents will result in higher labor cost and pose a challenge to the growth of wet trades market.

Higher material cost: The price of raw material in the wet trade works industry has risen continuously. For example, prices of sand, Portland cement and concrete blocks have increased from 2016 to 2021, registering CAGRs of approximately 17.6%, 3.1% and 4.1%, respectively. Amongst all raw materials used in wet trades works, the average price of sand has increased the most, primarily due to the limited supply of river sand in the PRC. The inflation in material cost will result in higher expenditure of wet trades market participants, which may further negatively impact of profit margin.

Labor Cost Analysis

Generally, wet trades works required plasterer, marble worker, bricklayer, and concreter. According to Frost & Sullivan, the average daily wages of major wet trades workers, have increased from approximately HK$1,440.1 (approximately US$184.6) per day in 2016 to approximately HK$1,445.7 (approximately US$185.3) per day in 2021, representing a CAGR of 0.1%. The decrease of wage of wet trade works workers in 2018 was mainly due to increase of labor supply. For instance, as compared to 2017, the number of bricklayer and concreter increased by approximately 11.5% and 8.0% in 2018, respectively. In 2019, there was slight decrease in gross value of construction works in the private sector due to uncertainties including the developments of the US-China trade relations and the social movement in Hong Kong against the Anti-Extradition Law Amendment Bill in 2019, which in turn led to the decrease in demand, and thus, the average daily wages of wet trade workers in Hong Kong. The average daily wages of wet trade workers increased from HK$1,415.4 (approximately US$181.5) in 2019 to HK$1,464.1 (approximately US$187.7) in 2020. Due to the outbreak of COVID-19 in 2020, some ongoing construction projects have been postponed, which led to temporary decrease in the demand for construction workers and the slowdown in growth of average daily wages of wet trade workers in 2021. The rise in the average daily wages of wet trades workers was principally due to the imbalance between the demand and supply of experienced construction workers available in the market and the labor shortage is very likely to continue in the future years, which the average daily wages of wet trades workers will grow at a CAGR of 2.2% during 2022 to 2026.

Note: the average daily wage of wet trades workers is calculated based on the average daily wages of plasterer, marble worker, bricklayer, and concreter.

Source: The Frost & Sullivan Report

Raw Material Cost Analysis

Portland cement, hydraulic lime, concrete blocks, aggregates, sand, paint and glazed ceramic wall tiles are major raw construction materials for wet trades works. The average prices of all the construction materials applied in wet trades works have shown an increasing trend in the past years. Amongst all the wet trades works materials, the average price of sand has significant growth, which increased at a CAGR of 17.6% from approximately HK$137.7 (approximately US$17.7) per metric tonne in 2016 to approximately HK$310.0 (approximately US$39.7) per metric tonne in 2021 due to the limited supply of river sand in the PRC. The rise in raw material costs was mainly attributable to the continuous construction works being carried out in Hong Kong, which has supported the demand for these construction materials, as well as limited supply of certain materials such as river sand. In the following years, the average prices of major construction materials in wet trade works are likely to climb up as the demand for such materials is expected to remain high due to the sustained construction projects commenced in Hong Kong.

Note: The average price of paint includes emulsion paint and acrylic paint, whereas that of glazed ceramic wall tiles include both white tiles and color tiles.

Source: The Frost & Sullivan Report

Competition Overview

The wet trades work market in Hong Kong is considered as fragmented in terms of number of market participants. According to Construction Industry Council, there were over 500 contractors registered under the trade specialties of “Finishing Wet Trades” by the end of 2021.

The Group is an established wet trade works subcontractor with a market share of approximately 0.4 % in 2021.

Entry Barriers

Capital requirement: Capital requirements serve as the barrier to the new entrants in the wet trade works market. In the wet trade works industry, a sufficient capital reserve is required for recruitment of workers, raw materials procurement as well as payment to workers. In addition, substantial amount of capital may be needed for the issuance of surety bond if required by customers. Market participants with sufficient capital are more likely to undertake sizable projects compared with those contractors without sufficient resources. Contractors without plants might lose in the competition and exit the market afterwards.

Proven track record and reputation: Proven track record is one of the key competitive factors in the wet trade works industry. Credible track record for quality of works, efficient division of labor, timely delivery within budget control are the critical metrics for the companies to perform wet trade works. Property developers and main contractors in Hong Kong prefer working with wet trade contractors who have proven track record. New entrants without sound reputation built on the past collaboration with the industry stakeholders and experience in delivering services would compromise a company’s overall competitiveness in the market.

Technical Knowhow: Technical knowledge is one the key barriers for new market entrants of wet trade works. Existing market participants generally have a strong understanding towards plastering works, tiles laying works, bricklaying, wall and floor tiling, painting and decoration, floor screeding and marble works in order to deliver quality services. With technical know-how. the performance of the existing players and their quality of works can be assured to meet quality standards. Comparatively, new market entrants without technical know-how and experienced management teams may be less competitive.

Factors of Competition

Subcontractors’ registration scheme: The Group is a registered finishing wet trades subcontractor under the Registered Specialist Trade Contractor Scheme (formerly known as the Subcontractors Registration Schemes), of the Construction Industry Council. The Registered Specialist Trade Contractor Scheme is introduced by the Construction Industry Council to build up a pool of capable and responsible subcontractors with specialized skills and strong professional ethics in building and engineering works. The major client organizations and contractors trade associations have pledged support for the Scheme. Main contractors are required to engage the registered subcontractors under the scheme for public sector projects and credits would be granted to the registered subcontractors in tendering process. The registration enables the subcontractors to further enhance recognition in track record, financial stability, and expertise in the industry, thus expanding business networks.

Established business relationship: In the wet trade industry, long established relationship with customer implies a better understanding of customers’ requirements and enable a better offering of customer services and saving the time and cost in coordination. By leveraging the good working relationship built on collaboration with industry stakeholders, time and cost could be greatly saved in the day-to-day operation. Further, a good relationship with suppliers of materials would help wet trade services providers maintain a competitive pricing and stable supply. As such, it would further enhance the execution capacity of the wet trades works contractors.

Wide Variety of Expertise: During wet trade works, variety of expertise are involved such as plastering, floor screeding and bricklaying. Given the high standard of specialized wet trades works, contractors with proven industry know-how have the competitive advantage in the wet trade works industry in Hong Kong. Moreover, extensive capacity is one of the most important criteria for selecting contractors during tendering process, which in turn increases the possibility of bidding large scale projects.

USE OF PROCEEDS

We estimate that we will receive net proceeds of $5,271,446 from the sale of 1,500,000 Ordinary Shares, after deducting estimated underwriting fees and commissions and estimated offering expenses.

The primary purposes of this Offering are to create a public market for our Ordinary Shares for the benefit of all shareholders, retain talented employees by providing them with equity incentives and obtain additional capital.

We estimate that we will receive net proceeds from this Offering of up to $5,271,446, based on the price to the public in this Offering of $5.50 per Ordinary Share after deducting underwriting fees and commissions and estimated offering expenses, and assuming no exercise of the over-allotment option. We intend to use the net proceeds of this Offering as follows:

We intend to repay the following components of our bank borrowings and finance lease as of June 30, 2024 that have not been repaid by the date of this prospectus: