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1、F-1 1 formf-1.htm As filed with the Securities and Exchange Commission on January 31,2024.Registration No.333-_ UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM F-1 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Plutus Financial Group Limited(Exact name of Registrant a

2、s specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 6200 Not Applicable(State or other jurisdiction of(Primary Standard Industrial(I.R.S.Employerincorporation or organization)Classification Code Number)Identification Number)8/F,80 Gloucester RoadWan

3、Chai,Hong Kong(852)2968 1192(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)The Crone Law Group P.C.500 Fifth Ave,Suite 938New York,NY 10110Phone:(646)861-7891(Name,address,including zip code,and telephone number,including area code,of

4、agent for service)Copies to:Mark E.Crone,Esq.Joe Laxague,Esq.The Crone Law Group,P.C.500 Fifth Avenue,Suite 928New York,New York 10110(775)234-5221 Benjamin A.Tan,Esq.Sichenzia Ross Ference Carmel LLP1185 Avenue of the Americas,31st FloorNew York,NY 10036(212)-930-9700 Approximate date of commenceme

5、nt of proposed sale to the public:as soon as practicable after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check the following box.If

6、this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering.If this Form is a post-effective

7、 amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Se

8、curities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emergin

9、g growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Se

10、ction 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.The Registrant hereby amends this Registration Statement on such date or dat

11、es as may be necessary to delay its effective date until the Registrant shall file a further amendmentwhich specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until theRegistration Statemen

12、t shall become effective on such date as the Securities and Exchange Commission,acting pursuant to such Section 8(a),may determine.EXPLANATORY NOTE This Registration Statement contains two prospectuses,as set forth below.Public Offering Prospectus.A prospectus to be used for the public offering of 2

13、,100,000 Ordinary Shares of the Registrant(the“Public Offering Prospectus”)through the underwriternamed on the cover page of the Public Offering Prospectus.Resale Prospectus.A prospectus to be used for the resale by the Selling Stockholders of up to 1,680,000 Ordinary Shares of the Registrant(the“Re

14、sale Prospectus”).The Resale Prospectus is substantively identical to the Public Offering Prospectus,except for the following principal points:they contain different outside and inside front covers and back covers;they contain different Offering sections in the Prospectus Summary section beginning o

15、n page 1;they contain different Use of Proceeds sections on page Alt-11;a Selling Shareholder section is included in the Resale Prospectus;and the Underwriting section from the Public Offering Prospectus on page 143 is deleted and replaced with a Selling Stockholders Plan of Distribution section on

16、Alt-9 is inserted in its place.the Capitalization and Dilution section is deleted in the Resale Prospectus The Registrant has included in this Registration Statement a set of alternate pages after the back-cover page of the Public Offering Prospectus(the“Alternate Pages”)to reflect the foregoingdiff

17、erences in the Resale Prospectus as compared to the Public Offering Prospectus.The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by theRegistrant.The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for

18、the addition or substitution of the Alternate Pages and will be used for the resaleoffering by the Selling Stockholders.The information in this preliminary prospectus is not complete and may be changed.The Company may not sell these securities until the registration statement filed with the Securiti

19、esand Exchange Commission is effective.This preliminary prospectus is not an offer to sell these securities and the Company is not soliciting offers to buy these securities in any jurisdictionwhere the offer or sale is not permitted.SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS,DATED January 31,2024

20、Plutus Financial Group Limited 2,100,000 Ordinary Shares This is the initial public offering,or the“offering,”of up to 3,780,000 Ordinary Shares,par value US$0.0001 per share(each,an“Ordinary Share”,collectively,“Ordinary Shares”)of PlutusFinancial Group Limited,a Cayman Islands exempted company wit

21、h limited liability whose principal place of business is in Hong Kong.Up to 1,680,000 Ordinary Shares may be offered for resaleor otherwise or otherwise disposed of by each stockholder named in the separate Resale Prospectus(the“Selling Stockholders”)in an amount equal to 100%of the shares held by e

22、ach SellingStockholder.In addition,2,100,000 Ordinary Shares are being sold by the Company on a firm commitment underwritten basis.The sale of the Selling Stockholder Ordinary Shares is conditioned upon the successful completion of the sale of the Ordinary Shares by the Company in the underwritten p

23、rimary offering.Salesby Selling Stockholders prior to the listing of our ordinary shares on the Nasdaq Capital Market,if any,will be at a fixed price of$5.00 per share.Following listing of our shares on the Nasdaq,theper share public offering price of the Ordinary Shares to be sold by the Selling St

24、ockholders will be the then-prevailing market price.The successful listing of our shares on the Nasdaq CapitalMarket is a condition to the closing of our underwritten primary offering and the secondary offering by our selling stockholders.The registration of the Selling Stockholder Ordinary Shares d

25、oes notmean that the selling stockholders will offer or sell any of the Selling Stockholder Ordinary Shares.We will not receive any proceeds from any sale or disposition of the Selling Stockholder OrdinaryShares.In addition,we will pay all fees and expenses incident to the registration of the resale

26、 of the Selling Stockholder Ordinary Shares.The selling stockholders may offer their shares from time totime directly or through one or more broker-dealers or agents at market prices prevailing at the time of sale.However,the Selling Stockholders will not sell any Selling Stockholder Ordinary Shares

27、until after the closing of the underwritten primary offering.The offering by the Selling Stockholders will remain open for 180 days following the date of this prospectus.For additional informationon the possible methods of sale that may be used by the selling stockholders,you should refer to the sec

28、tion of this prospectus entitled“Selling StockholdersPlan of Distribution”.Prior to this offering,there has been no public market for the Ordinary Shares of Plutus Group.Plutus Group expects that the initial public offering price will be between US$4.00 and US$6.00per Ordinary Share.It intends to li

29、st the Ordinary Shares on the Nasdaq Capital Market under the symbol“PLUT”However,there is no assurance that the offering will be closed and that theOrdinary Shares of Plutus Group will be trading on Nasdaq Capital Market.Plutus Financial Group Limited is an“emerging growth company”under applicable

30、U.S.federal securities laws and is eligible for reduced public company reporting requirements.Upon the completion of this offering,the Company will have 14,100,000 Ordinary Shares issued and outstanding.The Companys founder,Zhisheng Zhao,and its CEO,Ting Kin Cheung,willtogether beneficially own 10,3

31、20,000 Ordinary Shares,representing 73.2%of the total voting power of the Companys issued and outstanding share capital immediately following the completing ofthis offering assuming the underwriters do not exercise their over-allotment option,or 71.6%of the Companys total voting power if the underwr

32、iters exercise their over-allotment option in full.Each Ordinary Share is entitled to one vote.Investing in the Companys Ordinary Shares involves a high degree of risk.Investors in our Ordinary Shares are not purchasing equity securities in our subsidiaries that conduct substantive business operatio

33、ns in Hong Kong.Instead,investors in this offering arepurchasing equity securities of a Cayman Islands holding company.We are a Cayman Islands holding company that conducts all of our operations and operates our businesses in HongKong through our Hong Kong operating subsidiaries.Such structure invol

34、ves unique risks to investors in our Ordinary Shares.Pursuant to the“long arm”provisions of the laws andregulations of the mainland PRC,as discussed in more detail in this Prospectus,investors face some risk that PRC authorities could disallow this structure,which would result in amaterial adverse e

35、ffect on our operations and would cause the value of our Ordinary Shares to significantly decline or become worthless.Please refer to the Risk Factor entitled:“Substantially all operations of the Companys operating subsidiaries are in Hong Kong,a special administrative region of the PRC.However,due

36、to the long arm provisions under the currentPRC laws and regulations.”under the section entitled“Risk Factors”for more information.Pursuant to the Holding Foreign Companies Accountable Act(“HFCAA”),the Public Company Accounting Oversight Board(the“PCAOB”)issued a Determination Report onDecember 16,2

37、021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in:(1)mainland China of the PeoplesRepublic of China because of a position taken by one or more authorities in mainland China;and(2)Hong Kong,a Special Administrative Region

38、 and dependency of the PRC,because ofa position taken by one or more authorities in Hong Kong.In addition,the PCAOBs report identified the specific registered public accounting firms which are subject to thesedeterminations.The Companys registered public accounting firm,WWC,P.C.,is headquartered in

39、San Mateo,CA,is not headquartered in mainland China or Hong Kong,and was notidentified in this report as a firm subject to the PCAOBs determination.On August 26,2022,the PCAOB announced that it had signed a Statement of Protocol(the“SOP”)with theChina Securities Regulatory Commission and the Ministr

40、y of Finance of China.The SOP,together with two protocol agreements governing inspections and investigations(together,the“SOP Agreement”),establishes a specific,accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China andHong

41、Kong,as required under U.S.law.The SOP Agreement remains unpublished and is subject to further explanation and implementation.Pursuant to the fact sheet with respect to theSOP Agreement disclosed by the SEC,the PCAOB shall have sole discretion to select any audit firms for inspection or investigatio

42、n and the PCAOB inspectors and investigators shallhave a right to see all audit documentation without redaction.On December 15,2022,the PCAOB issued a new Determination Report which:(1)vacated the December 16,2021Determination Report;and(2)concluded that the PCAOB has been able to conduct inspection

43、s and investigations completely in the PRC in 2022.The December 15,2022 DeterminationReport cautions,however,that authorities in the PRC might take positions at any time that would prevent the PCAOB from continuing to inspect or investigate completely.As requiredby the HFCAA,if in the future the PCA

44、OB determines it no longer can inspect or investigate completely because of a position taken by an authority in the PRC,the PCAOB will actexpeditiously to consider whether it should issue a new determination.Should the PCAOB determine in the future that positions taken by authorities in the PRC have

45、 obstructed itsability to inspect and investigate registered public accounting firms in mainland China and Hong Kong completely,then the companies audited by those registered public accountingfirms would be subject to a trading prohibition on U.S.markets pursuant to the HFCA Act.In such an event,you

46、 may be deprived of the benefits of such inspection which could result inlimitation or restriction to the Companys access to the U.S.capital markets and trading of its securities may be prohibited under the HFCAA.See Risk Factor”Although the auditreport included in this prospectus was issued by U.S.

47、auditors headquartered in San Mateo,California who are currently inspected by the PCAOB,if it is later determined that thePCAOB is unable to inspect or investigate the Companys auditor completely,investors would be deprived of the benefits of such inspection and the Ordinary Shares of the Company ma

48、ybe delisted or prohibited from trading.”All operations of the Company are primarily located in Hong Kong,a Special Administrative Region of the Peoples Republic of China(“China”or the“PRC”),and therefore,theCompany may be subject to unique risks due to uncertainty of the interpretation and the appl

49、ication of the PRC laws and regulations.In addition,the Company does not expect to bematerially affected by recent statements by the PRC government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreigninvestment in China-based issuers,incl

50、uding,but not limited to,the cybersecurity review and regulatory review of overseas listing of its Ordinary Shares through an offshore holdingcompany.However,due to long arm-provisions under the current PRC laws and regulations,there remains regulatory uncertainty with respect to the implementation

51、and interpretationof laws in China.The Company is also subject to the risks of uncertainty about any future actions of the PRC government or authorities in Hong Kong in this regard.Should the PRC government choose to exercise significant oversight and discretion over the conduct of the Companys busi

52、ness,they may intervene in or influence the Companysoperations.Such governmental actions:could result in a material change in the Companys operations;could hinder its ability to continue to offer its securities to investors;and may cause the value of the Companys Ordinary Shares to significantly dec

53、line or be worthless.The Company is aware that recently,the PRC government has initiated a series of regulatory actions and new policies to regulate business operations in certain areas in China withlittle advance notice,including cracking down on illegal activities in the securities market,enhancin

54、g supervision over China-based companies listed overseas using a variable interestentity(“VIE”)structure,adopting new measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.Since these statements andregulatory actions are new,it is highly uncerta

55、in how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailedimplementations and interpretations will be modified or promulgated,if any.It is also highly uncertain what the potential impact such modified or new laws and r

56、egulations will have onPlutus Groups daily business operation,its ability to accept foreign investments and the listing of its Ordinary Shares on U.S.or other foreign exchanges.These actions could result in amaterial change in Plutus Groups operations and could significantly limit or completely hind

57、er its ability to complete this offering or cause the value of its Ordinary Shares tosignificantly decline or become worthless.See“Prospectus Summary Substantially all operations of the operating subsidiaries are in Hong Kong,a special administrative region of thePRC.However,due to the long arm prov

58、isions under the current PRC laws and regulations,the PRC government may exercise significant oversight and discretion over the conduct of PlutusGroups business and may intervene in or influence its operations at any time,which could result in a material change in Plutus Groups operations and/or the

59、 value of its Ordinary Shares.ThePRC government may also intervene or impose restrictions on Plutus Groups ability to move money out of Hong Kong to distribute earnings and pay dividends or to reinvest in its businessoutside of Hong Kong.Changes in the policies,regulations,rules,and the enforcement

60、of laws of the PRC government may also be quick with little advance notice and the Companysassertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.”Beginning on page 10.As of the date of this prospectus,the operations of Plutus Group in Hong Kong and its r

61、egistered public offering in the United States are not subject to the review nor prior approvalof the Cyberspace Administration of China(the“CAC”)nor the China Securities Regulatory Commission(the“CSRC”).Uncertainties still exist,however,due to the possibility that laws,regulations,or policies in th

62、e PRC could change rapidly in the future.In the event that(i)the PRC government expanded the categories of industries and companies whose foreignsecurities offerings are subject to review by the CSRC or the CAC and that Plutus Group is required to obtain such permissions or approvals,or(ii)Plutus Gr

63、oup inadvertentlyconcluded that relevant permissions or approvals were not required or that Plutus Group did not receive or maintain relevant permissions or approvals required,any action taken by thePRC government could significantly limit or completely hinder operations of Plutus Group in Hong Kong

64、 and its ability to offer or continue to offer its Ordinary Shares to investors andcould cause the value of such securities to significantly decline or be worthless.The Companys operating subsidiaries are located in Hong Kong and the Company has no subsidiary,VIE structure,or any direct operations i

65、n mainland China.Pursuant to theBasic Law of the Hong Kong Special Administrative Region(the“Basic Law”),which is a national law of the PRC and constitutional document for Hong Kong,national laws of the PRCshall not be applied in Hong Kong except for those listed in Annex III of the Basic Law(which

66、is confined to laws relating to defense and foreign affairs,as well as other matters outsidethe autonomy of Hong Kong).Pursuant to the long arm provisions under current PRC laws and regulations,however,the PRC government could exercise significant oversight anddiscretion over the conduct of our busi

67、ness and may intervene in or influence our operations at any time.Such oversight and discretion,if exercised in the future,could significantly limitor completely hinder the Companys ability to complete this offering or cause the value of its Ordinary Shares to significantly decline or become worthle

68、ss.Currently,the Company is notrequired to obtain permissions or approvals from any PRC authorities to issue its Ordinary Shares to foreign investors.The PRC government,however,holds sovereign authority overHong Kong and could choose in the future to expand the categories of industries and companies

69、 whose foreign securities offerings are subject to review by the CSRC or the CAC.In theevent that we have incorrectly concluded CRSC or CAC permissions or approvals were not required for this offering and we fail to receive or maintain such permissions or approvals,anyaction taken by the PRC governm

70、ent could significantly limit or completely hinder our operations in Hong Kong and our ability to offer or continue to offer our Ordinary Shares toinvestors,thereby causing the value of such securities to significantly decline or be worthless.Transfers of Cash To and From Our Operating Subsidiaries

71、As a holding company,we will rely on dividends and other distributions on equity paid by our operating subsidiaries for our cash and financing requirements.We are permitted under thelaws of the Cayman Islands and our memorandum and articles of association(as amended from time to time)to provide fund

72、ing to our subsidiaries incorporated in the BVI and Hong Kong,throughloans or capital contributions.Our BVI subsidiaries are permitted under the laws of the BVI to provide funding to us through dividend distribution subject to certain restrictions laid down in the BVIBusiness Companies Act 2004(as a

73、mended)and memorandum and articles of association of our BVI subsidiaries.Our subsidiaries(other than our Cayman Islands and BVI subsidiaries)arepermitted under the respective laws of Hong Kong to provide funding to us through dividend without restrictions on the amount of the funds,other than as li

74、mited by the amount of their distributableearnings.However,to the extent cash is in our Hong Kong operating subsidiaries,there is a possibility that the funds may not be available to fund our operations or for other uses outside of the HongKong due to interventions or the imposition of restrictions

75、and limitations by the Hong Kong government on the ability to transfer cash.If any of our subsidiaries incurs debt on its own behalf in thefuture,the instruments governing such debt may restrict their ability to pay dividends to us.In addition,despite the general protections afforded by the Basic la

76、w,due to long arm provisions undercurrent PRC laws and regulations,there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China.There is no assurance that the PRC government willnot intervene or impose restrictions on our ability to transfer cash into o

77、r out of Hong Kong.The PRC government may,in the future,impose restrictions or limitations on our ability to move moneyout 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 and on our abili

78、ty to movemoney into Hong Kong to fund our business operation and to satisfy our investment needs in Hong Kong.Such restrictions and limitations,if imposed in the future,may delay or hinder theexpansion of our business within and outside of Hong Kong and may also affect our ability to transfer and r

79、eceive funds to and from our operating subsidiaries in Hong Kong.There is no assurancethat the PRC government will not intervene or impose restrictions on our ability to transfer cash into or out of China,including Hong Kong.(Please see Risk Factor “There is no assurance thatthe PRC government will

80、not intervene or impose restrictions on our ability to transfer cash into or out of Hong Kong,”at Page 39.)We do not have a formal cash management policy that dictateshow funds are transferred.The structure of cash flows within our organization,and a summary of the applicable regulations,are as foll

81、ows:1.Our equity structure is a direct holding structure,that is,the entity issuing Ordinary Shares in this offering is Plutus Financial Group Limited,an exempted company incorporated underthe laws of the Cayman Islands with limited liability.Plutus Financial Group Limited,the issuer in this offerin

82、g,holds wholly-owned direct subsidiaries organized in the British Virgin Islands,whoin turn hold wholly-owned operating subsidiaries incorporated and operating in Hong Kong.See“Corporate History and Structure”for additional details.2.Within our direct holding structure,the cross-border transfer of f

83、unds within our corporate group is legal and compliant with the laws and regulations of Hong Kong,the BVI and theCayman Islands.After investors funds enter Plutus Financial Group limited,the funds can be directly transferred to Plutus Financial Holdings Limited(BVI),Plutus Investment Holdings GroupL

84、imited and Plutus Investments Holdings International Limited.Plutus Financial Holdings Limited(BVI)can then transfer the funds to One Promise Investment Immigration Consulting Limited(formerly known as Plutus Financial Holdings Limited)(HK).Plutus Investment Holdings Group Limited can then transfer

85、the funds to Plutus Securities Limited.Plutus Investments HoldingsInternational Limited can then transfer the funds to Plutus Asset Management Limited and Plutus Asset Management Cayman Limited.If the Company intends to distribute dividends,Plutus Asset Management Limited and Plutus Asset Management

86、 Cayman Limited will transfer the dividends to Plutus Investments HoldingsInternational Limited in accordance with the laws and regulations of Hong Kong and Cayman Islands;Plutus Securities Limited will transfer the dividends to Plutus Investment Holdings GroupLimited in accordance with the laws and

87、 regulations of Hong Kong;One Promise Investment Immigration Consulting Limited(HK)will transfer the dividends to Plutus Financial Holdings Limited(BVI)in accordance with the laws and regulations of Hong Kong.Plutus Financial Holdings Limited(BVI),Plutus Investment Holdings Group Limited and Plutus

88、Investments HoldingsInternational Limited will transfer the funds to Plutus Financial Group limited in accordance with the laws and regulations of the BVI.Plutus Financial Group limited will then transfer the dividendsto all of its shareholders respectively in proportion to the Ordinary Shares they

89、hold in accordance with the laws and regulations of the Cayman Islands,regardless of whether the shareholders areU.S.investors or investors in other countries or regions.We currently intend to retain our net earnings for use in expanding our business,and do not foresee distributing shareholder divid

90、ends in thenear future.3.The Company declared a special dividend of HK$24,451,000 on August 30,2022.The Company was wholly-owned by Mr.Zhisheng Zhao through Radiant Global Ventures Limited andDivine Star Ventures Limited on August 30,2022.The Company did not pay out funds for the dividend.Instead,th

91、e special dividend was offset by the amount due from Mr.Zhisheng Zhao.Theamount due from Mr.Zhisheng Zhao was decreased by HK$24,451,000 after declaration of the special dividend.Except as disclosed above,during the years ended December 31,2021 and 2022 andthe six months ended June 30,2023,and throu

92、gh the date of this prospectus,neither the Company nor any of its subsidiaries has paid dividends or made distributions to any investors.No funds havebeen transferred by any of the holding companies to their respective subsidiaries for the years ended December 31,2021 and 2022,and the six months end

93、ed June 30,2023 and through the date ofthis prospectus,to fund their business operations.In the future,any cash proceeds raised from overseas financing activities may be transferred by us to our subsidiaries via capital contribution orshareholder loans.4.Our Hong Kong operating subsidiaries ability

94、to distribute dividends is based upon their distributable earnings.Currently,the Companies Ordinance of Hong Kong permits our HongKong operating subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits,if any,determined in accordance with applicable accoun

95、ting standards andregulations.This prospectus does not constitute,and there will not be,an offering of securities to the public in the Cayman Islands.Per Share Total Initial public offering price US$US$10,500,000 Underwriting discounts and commissions(7%)for sales to investors introduced by the unde

96、rwriter(1)US$US$735,000 Proceeds,before expenses,to us(2)US$US$9,765,000 (1)The Company has agreed to pay the underwriters a fee equal to 7%of the gross proceeds of the offering.See“Underwriting”for additional disclosure regarding underwriting compensationpayable by us.(2)The total estimated expense

97、s related to this offering are set forth in the section entitled“Underwriting Discounts,Commissions and Expenses.”The underwriters are selling 2,100,000 Ordinary Shares(or 2,4155,000 Ordinary Shares if the underwriters exercise their over-allotment option in full)in this Offering on a firm commitmen

98、tbasis.The Company has granted the underwriters an option,exercisable for 45 days following the effective date of this prospectus,to purchase up to an additional fifteen percent(15%)of theOrdinary Shares offered in this offering on the same terms to cover over-allotments.The Registration Statement o

99、f which this prospectus is a part also covers the Ordinary Shares issuable upon theexercise thereof.For additional information regarding the Companys arrangement with the underwriters,please see“Underwriting”beginning on page 143.The underwriters expect to deliver the Ordinary Shares against payment

100、 in U.S.dollars to purchasers on or about _,2023.Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy oradequacy of this prospectus.Any representation to the contrary is a criminal offen

101、se.Prospectus dated January 31,2024 TABLE OF CONTENTS PROSPECTUS SUMMARY1THE OFFERING18RISK FACTORS20ENFORCEABILITY OF CIVIL LIABILITIES46SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS47SELLING STOCKHOLDERS48USE OF PROCEEDS51DIVIDEND POLICY52CAPITALIZATION52EXCHANGE RATE INFORMATION53DILUTION53CO

102、RPORATE HISTORY AND STRUCTURE55SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA56MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS58INDUSTRY89BUSINESS97MANAGEMENT118PRINCIPAL SHAREHOLDERS126RELATED PARTY TRANSACTIONS127DESCRIPTION OF SHARE CAPITAL129SHARES ELIGIB

103、LE FOR FUTURE SALE137TAXATION139UNDERWRITING143EXPENSES RELATING TO THIS OFFERING151LEGAL MATTERS151EXPERTS152WHERE YOU CAN FIND ADDITIONAL INFORMATION152INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 You should rely only on the information contained in this prospectus or in any related free-writing

104、prospectus.The Company has not authorized anyone to provide you with information differentfrom that contained in this prospectus or in any related free-writing prospectus.The Company is offering to sell,and seeking offers to buy,the Ordinary Shares only in jurisdictions where offers andsales are per

105、mitted.The information contained in this prospectus is current only as of the date of this prospectus,regardless of the time of delivery of this prospectus or of any sale of the OrdinaryShares.The Company has not taken any action to permit a public offering of the Ordinary Shares outside the United

106、States or to permit the possession or distribution of this prospectus or any filed freewriting prospectus outside the United States.Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about andobserve any restricti

107、ons relating to the offering of the Ordinary Shares and the distribution of this prospectus or any filed free writing prospectus outside the United States.This prospectus includes statistical and other industry and market data that the Company obtained from industry publications and research,surveys

108、 and studies conducted by third parties.Industry publications and third-party research,surveys and studies generally indicate that their information has been obtained from sources believed to be reliable,although they do not guarantee theaccuracy or completeness of such information.While Plutus Grou

109、p believes these industry publications and third-party research,surveys and studies are reliable,you are cautioned not to give undueweight to this information.Until _,2023(the 25th day after the date of this prospectus),all dealers that buy,sell or trade Ordinary Shares,whether or not participating

110、in this offering,may be required todeliver a prospectus.This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.i COMMONLY USED DEFINED TERMS“Company”or“Plutus Group”refer to Plutus Financial Gr

111、oup Limited,a Cayman Islands exempted company “Hong Kong”refers to the Hong Kong Special Administrative Region of the Peoples Republic of China;“IPO”refers to an initial public offering of securities;“Plutus Securities”refers to the Companys indirect operating subsidiary,Plutus Securities Limited,a

112、Hong Kong company that holds a license to carry out Type 1(dealing in securities)regulated activities from the Securities and Futures Commission of Hong Kong and is an exchange participant of The Stock Exchange of Hong Kong Limited and provides securities brokerage,margin financing and underwriting

113、and placing services;“Plutus Asset Management”refers to the Companys indirect operating subsidiary,Plutus Asset Management Limited,a Hong Kong company that holds a license to carry out Type 4(advisingon securities)regulated activities and Type 9(asset management)regulated activities from the Securit

114、ies and Futures Commission of Hong Kong and provides investment advisory and assetmanagement services;“SFC”refers to the Securities and Futures Commission of Hong Kong;“SFO”refers to the Securities and Futures Ordinance(Cap.571 of the Laws of Hong Kong);“shares”,“Shares”or“Ordinary Shares”refer to t

115、he Ordinary Shares of Plutus Financial Group Limited,par value$0.0001 per share;“U.S.dollars,”“dollars,”“USD,”US$,or“$”refers to the legal currency of the United States;“HKD”or“HK$”refers to Hong Kong Dollars,the official currency of Hong Kong.FORWARD-LOOKING STATEMENTS The Company have made stateme

116、nts in this prospectus,including under“Prospectus Summary,”“Risk Factors,”“Managements Discussion and Analysis of Financial Condition and Results ofOperations,”“The Companys Business”and elsewhere that constitute forward-looking statements.Forward-looking statements involve risks and uncertainties,s

117、uch as statements about theCompanys plans,objectives,expectations,assumptions or future events.In some cases,you can identify forward-looking statements by terminology such as“anticipate,”“estimate,”“plan,”“project,”“continuing,”“ongoing,”“expect,”“believe,”“intend,”“may,”“should,”“will,”“could”and

118、similar expressions denoting uncertainty or an action that may,will or is expected to occur inthe future.These statements involve estimates,assumptions,known and unknown risks,uncertainties and other factors that could cause actual results to differ materially from any future results,performances or

119、 achievements expressed or implied by the forward-looking statements.Examples of forward-looking statements include:the timing of the development of future services;projections of revenue,earnings,capital structure and other financial items;statements regarding the capabilities of the Companys busin

120、ess operations;statements of expected future economic performance;statements regarding competition in the market the Company is operating;and assumptions underlying statements regarding us or its business.The ultimate correctness of these forward-looking statements depends upon a number of known and

121、 unknown risks and events.The Company discusses its known material risks under theheading“Risk Factors”above.Many factors could cause its actual results to differ materially from those expressed or implied in its forward-looking statements.Consequently,you should not placeundue reliance on these for

122、ward-looking statements.The forward-looking statements speak only as of the date on which they are made,and,except as required by law,the Company undertakes noobligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to ref

123、lect the occurrence of unanticipated events.In addition,the Company cannot assess the impact of each factor on its business or the extent to which any factor,or combination of factors,may cause actual results to differ materially from those contained inany forward-looking statements.ii PROSPECTUS SU

124、MMARY The following summary is qualified in its entirety by,and should be read in conjunction with,the more detailed information and financial statements appearing elsewhere in this prospectus.Inaddition to this summary,the Company urges you to read the entire prospectus carefully,especially the ris

125、ks of investing in the Companys Ordinary Shares discussed under“Risk Factors,”beforedeciding whether to buy the Ordinary Shares.The Mission of Plutus Group“Integrity,Persistence,Professionalism,Innovation and Vitality”are the five core values of Plutus Group.The Company takes“Integrity”as the founda

126、tion of our business,“Persistence”aseverything customer-oriented,and it provide customers with“Professional”products and quality services.The Companys business strategy is to practice“Innovation”and“Vigor”in service to itscustomers.The Company has a development vision is to become a leading Asian fi

127、nancial institution.The Company believes that its greatest responsibility is to create common good with society.TheCompany will continue to use its influence on financial markets to create a new paradigm.What We Do Plutus Group provides financial services through its primary Hong Kong operating subs

128、idiaries,Plutus Securities and Plutus Asset Management.Plutus Securities is licensed with the SFC tocarry out Type 1(dealing in securities)regulated activities and mainly offers(i)securities dealings and brokerage services;(ii)margin financing services;and(iii)underwriting and placing servicesand is

129、 also an exchange participant of the HKEx.Plutus Asset Management is licensed with the SFC to carry out Type 4(advising on securities)and Type 9(asset management)regulated activities inHong Kong and mainly offers(i)asset management services and(ii)investment advisory services to our customers.Our te

130、am is familiar with the local and global financial markets and has extensive experience in investment and asset management.Through comprehensive training and our dedication to qualityservices,our team provides customers with comprehensive professional analysis and investment advice.Corporate History

131、 and Structure Plutus Group is a holding company incorporated under the laws of the Cayman Islands on January 12,2022.The Companys beneficial shareholders are Zhisheng Zhao and Ting Kin Cheung,who hold their ownership through two British Virgin Islands holding companies.The Companys direct subsidiar

132、ies are:(i)Plutus Investment Holdings Group Limited,a British Virgin Islandscompany;(ii)Plutus Investment Holdings International Limited,a British Virgin Islands company;and(iii)Plutus Financial Holdings Limited,a British Virgin Islands company.Plutus InvestmentHoldings Group Limited and Plutus Inve

133、stment Holdings International Limited are holding companies incorporated on February 8,2022.Plutus Financial Holdings Limited is a holding companyincorporated on February 11,2019.Plutus Group operates its business through its indirect operating subsidiaries in Hong Kong.Below is a list of our materi

134、al operating subsidiaries:Plutus Securities Limited is a Hong Kong subsidiary wholly owned by Plutus Investment Holdings Group Limited and established on April 20,2018.Plutus Securities Limited holds a Type 1(dealing in securities)license from the Securities and Futures Commission(the“SFC”)of Hong K

135、ong(License No.:BNJ530)and is an exchange participant of the HKEx(Certificate No.:P2003)and offers customers with trading,margin financing and securities custody and nominee services.Plutus Asset Management Limited is a Hong Kong subsidiary wholly owned by Plutus Investment Holdings International Li

136、mited and established on April 20,2018.Plutus Asset ManagementLimited is licensed to conduct Type 4(advising on securities)and Type 9(asset management)regulated activities(License No.:BNJ533)under the SFC of Hong Kong,and providesprofessional asset management services and develops comprehensive inve

137、stment strategies for customers.The following diagram illustrates our corporate structure as of the date of this prospectus,including our principal subsidiaries and their respective principal subsidiaries.The issuer in thisoffering is Plutus Financial Group Limited,a Cayman Islands exempted company.

138、Our operations are conducted primarily through the Hong Kong entities Plutus Securities Limited andPlutus Asset Management Limited,which are indirect wholly-owned subsidiaries of the issuer.1 2 Operating Subsidiaries Our business and financial results are contributed primarily by our two operating s

139、ubsidiaries,namely Plutus Securities Limited and Plutus Asset Management Limited.Plutus Securities Limited Plutus Securities is licensed with the SFC to carry out Type 1(dealing in securities)regulated activities and is an exchange participant of the HKEx and mainly offers(i)securities dealingsand b

140、rokerage services;(ii)margin financing services;and(iii)underwriting and placing services.Plutus Asset Management Limited Plutus Asset Management is licensed with the SFC to carry out Type 4(advising on securities)and Type 9(asset management)regulated activities in Hong Kong and mainly offers(i)asse

141、tmanagement services and(ii)investment advisory services to our customers.Holding Companies As of the date of this Prospectus,Plutus Investment Holdings Group Limited,Plutus Investment Holdings International Limited,Plutus Asset Management Cayman Limited,PlutusFinancial Holdings Limited(BVI),and One

142、 Promise Investment Immigration Consulting Limited(HK)act as investment holding companies.Our Revenue Model Plutus Securities Securities Dealing and Brokerage Services The Company provides its securities dealings and brokerage services through Plutus Securities.Plutus Securities offers securities de

143、aling and brokerage services for trading in securities on thestock exchange of Hong Kong,such as scrip handling and settlement services,account maintenance services,nominee and corporate action services and related services.Plutus Securities maintainssecurities trading accounts with external brokers

144、 and is required to pay brokerage commissions and fees to them for orders it placed with them on behalf of its customers.3 Plutus Securities charges its customers commission for executing trades in securities on the secondary market based on the transaction value of each completed trading order,norm

145、ally at a flatrate from 0.08%to 0.25%,with an average of 0.16%.Certain trades are subject to a minimum fee ranging from HK$50 up to HK$100 for securities brokerage services.For handling fees,PlutusSecurities does not charge customers any commission,but charges its customers a fixed handling fee dete

146、rmined by the underlying services as requested by the customers.Our customers are mainly high net worth individuals and private companies and are mainly sourced by referrals through our managements network and our existing customers.During the years ended December 31,2021 and 2022 and six months end

147、ed June 30,2023,our securities dealing and brokerage services represents 1)the commissions generated from theexecution of the trades in securities on the stock exchange of Hong Kong of our customers,and 2)the handling fee for subscription for the securities under IPO offering.The revenue arising fro

148、m the commissions generated from the execution of trades in securities by our customers amounted to HK$710,000 and HK$1,750,000 for the years ended December 31,2021 and 2022,respectively.We earned these commissions from both individual customers and external brokers.We received the commissions of HK

149、$10,000 and HK$8,000 from external brokersfor the placement of underlying trading volume of approximately HK$25 million and HK$35 million during the years ended December 31,2021 and 2022,respectively.The revenue arising fromhandling fees amounted to HK$1,206,000 and HK$162,000 for the years ended De

150、cember 31,2021 and 2022,respectively.We earned handling fees from both individual customers and externalbrokers.We received handling fees of HK$1,100,000 and nil from external brokers for the placement of orders during the years ended December 31,2021 and 2022,respectively.These handling feesprimari

151、ly represent handling fees for subscriptions for securities under IPO offerings.The revenue arising from the commissions generated from the execution of trades in securities by our customers amounted to HK$808,000 and HK$2,809,000 for the six months ended June 30,2022 and 2023,respectively.The total

152、 volume of the execution of trades are HK$469 million and HK$1,491 million for the six months ended June 30,2022 and 2023,respectively.We earned thesecommissions from both individual customers and external brokers.We received the commissions of HK$6,000 and HK$1,000 from external brokers for the pla

153、cement of underlying trading volumeof approximately HK$19 million and HK$4 million during the six months ended June 30,2022 and 2023,respectively.The revenue arising from handling fees amounted to HK$43,000 andHK$158,000 for the six months ended June 30,2022 and 2023,respectively.We earned handling

154、fees from individual customers only and no handling fees were earned from external brokers duringthe six months ended June 30,2023 and 2023.Underwriting and Placing Services Plutus Securities provides underwriting,sub-underwriting services in IPOs by acting as book runner,lead manager,syndicate or u

155、nderwriter in IPOs for listing applicants.Plutus Securities mayalso act as placement agent or sub-placing agent for secondary market fund raising exercises,such as debt issuance and equity issuance by listed companies.When Plutus Securities acts asunderwriter and placement agent,it will take the lea

156、d in providing the services of sourcing the investors or lenders and its commission will be received from the equity and debt issuers based onfunds raised.When acting as sub-underwriter and sub-placing agent,Plutus Securities will also provide the service of sourcing the investors and lenders,and fo

157、r such cases,its commission will bereceived from the underwriter and placing agent based on funds raised from the investors or lenders sourced by Plutus Securities.For cases in which Plutus Securities is involved to provideunderwriting services in IPOs for listing applicants,we are obliged to take u

158、p the unsubscribed offered shares up to our agreed maximum underwriting commitment.Plutus Securities underwriting and placing commissions vary from case by case and are determined after arms length negotiations with each customer(IPO listing applicants and listedcompanies),with reference to the size

159、 of the fund raising,market rate,valuation of the offering,pricing,perceived market response and sentiment and bargaining power in the deal.The underwritingand placing commission received is calculated with reference to the fund-raising size and/or the aggregate offer price of the number of securiti

160、es placed and/or underwritten by us,usually it will beflat rate ranging from 6%to 10.5%of the fund-raising size.Underwriting and placing commission fee is recognized at a point in time when the transactions are executed and services are rendered.Plutus Securities mainly provides underwriting and pla

161、cing services to listed companies and also IPO listing applicants in Hong Kong.Plutus Securities deals mainly originate from networksfrom our management and referrals from professional parties or our existing customers.The revenue arising from the underwriting and placing services for our customers(

162、IPO listing applicants and listed companies)amounted to HK$33,028,000 and HK$3,776,000 for the yearsended December 31,2021 and 2022,respectively.The revenue arising from the underwriting and placing services for our customers(IPO listing applicants and listed companies)amounted to HK$1,388,000 and H

163、K$921,000 for the six monthsended June 30,2022 and 2023,respectively.Margin Financing Plutus Securities offers margin financing to its customers by providing them with margin loans which are repayable on demand with the securities held under margin accounts it maintains ascollateral.For customers th

164、at require margin loans and IPO financing,upon the opening of the securities account,we generally require customers to execute a margin agreement,an authorizationform for the repledge of securities collateral and a letter of personal guarantee before commencing the approval process.We maintain a lis

165、t of securities that we accept as collateral for the marginloans and the margin ratio for such collateral securities will also be displayed on a margin list which we maintain and update regularly,particularly for securities with higher price fluctuations.Wecurrently only accept shares of listed comp

166、anies on the stock exchange of Hong Kong as securities collateral for margin loans.We refer to a number of factors when establishing and updating themargin ratios on the margin list,such as the trading volume,trading frequency,historical price fluctuations,market volatility of the respective securit

167、ies and the margin ratios of other financialinstitutions.We also take into account the years of relationship with the customer and assess the size and risk of the customers existing portfolio before approving the margin loan and determiningthe level of collateral required.Similar factors are also ap

168、plied when setting out the initial margin limits for customers,such as the financial situation of the customer(supported by objective proof),obtain internal/external credit reference information on the customer,the quality of the collateral securities,the investment objectives,risk appetite and trad

169、ing patterns of the customer and any otherrelevant known factors that may affect the customers financial status or default risk.After setting out the initial margin limits for the customers,Plutus Securities closely monitors the customersmargin accounts and reviews its margin clients regularly(at le

170、ast annually)and whenever there is a significant change of any of the determining factors when setting out its initial margin limits.Acustomers margin limit will be modified as appropriate in response to a material change in the key factors described above.The margin loans which are approved are rep

171、ayable on demand with thesecurities held under margin accounts maintained by us as collateral.We have a dedicated team for monitoring the collateral requirements on a daily basis.Our customers are mainly our existingcustomers of our securities dealings and brokerage services.Not all customers that h

172、ave opened brokerage accounts with us,have also applied for margin accounts.As of December 31,2021 and 2022 and June 30,2023,83%,74%and 76%of thecustomers that applied for margin loans have margin loans outstanding,respectively.4 The margin loans will be charged at an interest rate determined and re

173、viewed by the Plutus Securities directors from time to time(at least once every month)which will be published in thestatement of accounts to customers.The interest rates charged range from 8%to 20%,with reference to the credit risk,taking into account the collateral provided,the volatility of the ma

174、rket,andother factors.During the years ended December 31,2021 and 2022 and six months ended June 30,2023,Plutus Securities financed its margin financing via its internal resources,and there are nofinancing costs or other related costs for its margin lending activities.The table below shows a roll fo

175、rward showing our non-IPO margin lending activities for the periods presented in thisprospectus:Margin Financing-non-IPO loans HK$As of January 1,2021 23,151,000 Loan granted 182,907,000 Margin interest 4,818,000 Repayment (138,982,000)As of December 31,2021 71,894,000 Loan granted 154,461,000 Margi

176、n interest 6,990,000 Repayment (176,820,000)As of December 31,2022 56,525,000 Loan granted (612,065,000)Margin interest 3,338,000 Repayment (631,113,000)As of June 30,2023 40,815,000 Plutus Securities also provides IPO financing to customers for subscriptions for shares offered under IPO.We take int

177、o consideration the overall market sentiment,the quality of the shares beinglisted(to be provided as collateral to secure the IPO financing)and investors reaction,when determining whether to provide IPO financing to subscription for shares offered under that IPO.Customers who apply for IPO financing

178、 must maintain a margin account with us and deposit an amount no less than 10%of the total subscription amount.We adopt similar approval and monitoringprocesses for our IPO financing and margin financing.For IPO financing,the interest rates charged on the outstanding loans to customers for subscribi

179、ng for shares offered under an IPO are up to 4.5%per annum,and the outstanding loans sizes aregenerally up to 90%of the subscription amounts.The collateral requirement and interest rates charged to related parties versus unrelated parties are the same.All margin loans are secured.During the years en

180、ded December 31,2021 and 2022 and six months ended June 30,2023,the Company has not written off any margin loans or IPO loans.The revenue arising from the interest income generated from the non-IPO margin financing of our customers amounted to HK$4,818,000 and HK$6,990,000 for the years ended Decemb

181、er 31,2021 and 2022,respectively.The revenue arising from the interest income generated from the IPO financing amounted to HK$336,000 and nil for the years ended December 31,2021 and 2022,respectively.The revenue arising from the interest income generated from the non-IPO margin financing of our cus

182、tomers amounted to HK$3,478,000 and HK$3,338,000 for the six months ended June 30,2022 and 2023,respectively.There was no revenue arising from the interest income generated from the IPO financing for the six months ended June 30,2022 and 2023.The table below shows a roll forward showing our IPO marg

183、in lending activities for the periods presented in this prospectus:Margin Financing-IPO loans HK$As of January 1,2021 6,440,000 IPO loan granted during the year 212,598,975 IPO interest charged 336,000 Handling fee charged 1,166,000 IPO loan repaid during the year (220,540,975)As of December 31,2021

184、 -IPO loan granted during the year -IPO interest charged -Handling fee charged -IPO loan repaid during the year -As of December 31,2022 -IPO loan granted during the period -IPO interest charged -Handling fee charged -IPO loan repaid during the period -As of June 30,2023 -Plutus Asset Management Asse

185、t Management Services(i)Discretionary Accounts Plutus Asset Management manages discretionary accounts for its customers,which Plutus Asset Management is appointed to manage their account on their behalf at its own discretion.There will be a fixed management fee received by us from Plutus Asset Manag

186、ements customer which is calculated with reference to a fixed percentage of the sum of the market value ofthe securities and the outstanding balance of the customers account.Such fee is determined by us with reference to the amount of funds in the discretionary account managed by us,relationship wit

187、h the customer and the perceived trading volume in the account.The discretionary accounts are located and held in Hong Kong and Plutus Asset Management maintains thecustody and control the discretionary accounts of our customers.(ii)Investment Manager for Funds Plutus Asset Management provides asset

188、 management services by acting as investment manager for funds established by it or by external parties.Depending on the investment fundstructure,Plutus Asset Management generally enters into an investment management agreement with the funds to act as the investment manager or sub-investment manager

189、,to invest and re-invest the assets of the fund in accordance with the funds investment strategy.In return for its services,Plutus Asset Management will receive a subscription fee up to 5%,a managementfee up to 2%,and a performance fee/carried interest(depending on whether the fund is an open-ended

190、or close-ended fund)up to 20%,which is determined by,the investment strategy of thefund,investment period,investment size and market rate.For funds established by Plutus Asset Management,it shall also take into account the relationship with the potential investors whenfund-raising.The funds establis

191、hed by us are located and held in the Cayman Islands and Hong Kong and the manager of the funds maintains custody and control of the funds.The funds established by external parties are located and held in the Cayman Islands and the manager of the funds maintains custody and control of the funds of o

192、ur customers.Our customers are mainly private companies,high net worth individuals,which mainly originate through the network of our management,and referrals from professional parties or ourexisting customers.5 (iii)Investment Advisory Services Plutus Asset Management provides investment advisory se

193、rvices for professional investors and other funds not managed by it and charge its customers on an agreed-upon investmentadvisory fee,generally based on the value of assets under their portfolios.Our customers are mainly high net worth individuals and other investment funds,which mainly originate th

194、rough the network of our management,and referrals from professional parties orour existing customers.The revenues arising from our asset management services amounted to HK$2,897,000 and HK$6,599,000 for the years ended December 31,2021 and 2022,respectively.The revenues arising from our asset manage

195、ment services amounted to HK$3,167,000 and HK$1,488,000 for the six months ended June 30,2022 and 2023,respectively.Below is a summary of the revenue generated by each of our material operating subsidiaries(organized by type of service provided),together with income before income taxes,the totalasse

196、ts,total liabilities and net assets for the years ended December 31,2021 and 2022 and the six months ended June 30,2022 and 2023.Plutus Securities Plutus Asset Management Year ended December31,2021 Year ended December31,2022 Year ended December31,2021 Year ended December31,2022 HKD000 HKD000 HKD000

197、HKD000 Revenue generated from:-Securities Dealing and Brokerage Services 1,916 1,912 -Margin Financing 5,154 6,990 -Underwriting and Placing Services 33,028 3,776 -Asset management income from investment manager for:Related party fund-Fund SPC -3,120 Other funds -2,897 3,479 Income before income tax

198、es 37,086 6,825 1,724 2,676 Plutus Securities Plutus Asset Management Six months endedJune 30,2022 Six months endedJune 30,2023 Six months endedJune 30,2022 Six months endedJune 30,2023 HKD000 HKD000 HKD000 HKD000 Revenue generated from:-Securities Dealing and Brokerage Services 851 2,967 -Margin Fi

199、nancing 3,478 3,338 -Underwriting and Placing Services 1,388 921 -Asset management income from investment manager for:-Related party fund Fund SPC -1,051 530 Other funds -2,116 958 Income before income taxes 3,220 4,854 1,668 509 Plutus Securities Plutus Asset Management As ofDecember 31,2021 As of

200、December 31,2022 As ofJune 30,2023 As ofDecember 31,2021 As ofDecember 31,2022 As ofJune 30,2023 HKD000 HKD000 HKD000 HKD000 HKD000 HKD000 Total assets 117,172 111,702 120,208 6,956 9,464 7,627 Total liabilities (13,176)(33,545)(41,627)(848)(3,356)(1,112)Net assets 103,996 78,157 78,581 6,108 6,108

201、6,515 6 The Industry in Which the Company Operates Financial and Wealth Management Industry in Hong Kong The financial and wealth management business in Hong Kong is mainly operated by licensed corporations(the“LCs”)and registered institutions(the“Ris”),and mainly provides(i)securities dealing and b

202、rokerage services;(ii)placing and underwriting services;(iii)asset management and fund advisory services;and(iv)investment and corporate finance advisory services.The table of the market size by revenue of the establishments engaged in the financial and wealth management industry in Hong Kong by mar

203、ket segment from 2016-2026E is as follows:Market Segment Marketshare byrevenue in2021 Revenue in2016(HK$billion)Revenue in2021(HK$billion)ExpectedRevenue in2022(HK$billion)ExpectedRevenue in2026(HK$billion)CAGR2016-2021 CAGR2022E-2026E Asset Management and fund advisory services 37.4%58.2 114.0 132.

204、1 226.9 14.4%14.5%Securities dealing and brokerage services 35.1%64.2 107.1 119.4 188.2 10.8%12.0%Placing and underwriting services 16.2%36.6 49.5 53.1 66.6 6.2%5.8%Investment and corporate finance advisory services 3.0%5.3 9.1 10.4 15.7 11.4%10.8%Others 8.3%14.8 25.2 29.2 45.1 11.2%11.5%Total Marke

205、t 100.0%179.1 304.9 344.2 542.5 11.2%12.0%Source:Frost&Sullivan The market size by revenue of the establishments engaged in the financial and wealth management industry in Hong Kong has grown greatly from approximately HK$179.1 billion(approximately US$23.0 billion)in 2016 to approximately HK$304.9

206、billion(approximately US$39.1 billion)in 2021,representing a compound annual growth rate(“CAGR”)of approximately11.2%from 2016 to 2021,which was attributable to the strong market performance and the global economic recovery during the past year.In 2021,approximately 37.4%and 35.1%of aforesaidrevenue

207、 were arisen from the asset management and fund advisory services and securities dealing and brokerage services,respectively.Placing and underwriting services and investment andcorporate finance advisory services accounted for approximately 16.2%and 3.0%,respectively,while the others represented for

208、 approximately 8.3%of the total market revenue of the financial andwealth management industry in Hong Kong in 2021.The market size by revenue is expected to increase from approximately HK$344.2 billion(approximately US$44.1 billion)in 2022 toapproximately HK$542.5 billion(approximately US$69.6 billi

209、on)in 2026,at a CAGR of approximately 12.0%from 2022 to 2026,which is expected to be benefited from the continuousgovernment support on this industry and the offering of diversified products and services in multiple currencies and multiple levels to meet the various demands of both local and interna

210、tionalinvestors.The asset management and fund advisory services and the securities dealing and brokerage services are expected to continue to dominate this market in 2026,at approximately HK$226.9billion(approximately US$29.1 billion)and approximately HK$188.2 billion(approximately US$24.1 billion),

211、respectively.Please see the section entitled“Industry”beginning on page 89 of this Prospectus for more information.7 The Companys Competitive Strengths The Company believes that the following competitive strengths are essential to its success and differentiate us from its competitors:Wide range of f

212、inancial services through an integrated platform Strong customer base Experienced management team and well-qualified professional workforce Effective risk management and internal control system Our Challenges Market illiquidity due to the recent decline of the real estate market in China Tightening

213、of regulatory measures leading to higher compliance costs Volatile financial market weakening investment sentiment Our Strategies for Meeting Our Challenges and Further Growth To meet our competitive challenges,further grow our business and enhance our competitive position,the Company intends to pur

214、sue the following strategies:Expand our customer network Strengthen our research capabilities Enhance our underwriting and placing business Develop our asset management business 8 Summary of Significant Risk Factors Investing in the Ordinary Shares involves significant risks.You should carefully con

215、sider all of the information in this prospectus before making an investment in our Ordinary Shares.Below please find a summary of the significant risks the Company faces,organized under relevant headings.These risks are discussed more fully in the section titled“Risk factors.”Risks related to a futu

216、re determination that the Public Company Accounting Oversight Board(the“PCAOB”)is unable to inspect or investigate our auditor completely.The audit report included in this prospectus was issued by WWC,P.C.(“WWC”)a U.S.-based accounting firm that is registered with the PCAOB and can be inspected by t

217、he PCAOB.TheCompany has no intention of dismissing WWC in the future or of engaging any auditor not based in the U.S.and not subject to regular inspection by the PCAOB.There is no guarantee,however,that any future auditor engaged by the Company would remain subject to full PCAOB inspection during th

218、e entire term of our engagement.The PCAOB is currently unable to conduct inspections inChina without the approval of PRC government authorities.If it is later determined that the PCAOB is unable to inspect or investigate our auditor completely,investors may be deprived of thebenefits of such inspect

219、ion.Any audit reports not issued by auditors that are completely inspected by the PCAOB,or a lack of PCAOB inspections of audit work undertaken in China that preventsthe PCAOB from regularly evaluating our auditors audits and their quality control procedures,could result in a lack of assurance that

220、our financial statements and disclosures are adequate andaccurate.In addition,under the HFCAA,as amended by the Consolidated Appropriations Act,2023,our securities may be prohibited from trading on the Nasdaq or other U.S.stock exchanges if ourauditor is not inspected by the PCAOB for two consecutiv

221、e years.Pursuant to the HFCAA,the PCOAB issued a Determination Report on December 16,2021 which found that the PCAOB is unable to inspect or investigate completely registered public accountingfirms headquartered in:(1)mainland China of the Peoples Republic of China,because a position taken by one or

222、 more authorities in mainland China;and(2)Hong Kong,a Special AdministrativeRegion and dependency of the PRC,because of a position taken by one or more authorities in Hong Kong.In addition,the PCOABs report identified the specific registered public accounting firmswhich are subject to these determin

223、ations.Our registered public accounting firm,WWC,is not headquartered in mainland China or Hong Kong and was not identified in this report as a firm subjectto the PCAOBs determination.On December 15,2022,the PCAOB issued a new Determination Report which:(1)vacated the December 16,2021 Determination

224、Report;and(2)concluded that thePCAOB has been able to conduct inspections and investigations completely in the PRC in 2022.The December 15,2022 Determination Report cautions,however,that authorities in the PRC mighttake positions at any time that would prevent the PCAOB from continuing to inspect or

225、 investigate completely.As required by the HFCAA,if in the future the PCAOB determines it no longer caninspect or investigate completely because of a position taken by an authority in the PRC,the PCAOB will act expeditiously to consider whether it should issue a new determination.(Please see Risk Fa

226、ctor “Although the audit report included in this prospectus was issued by U.S.auditors who are currently inspected by the PCAOB,if it is later determined that the PCAOB is unable toinspect or investigate our auditor completely,investors would be deprived of the benefits of such inspection and our Or

227、dinary Shares may be delisted or prohibited from trading,”at Page 34.)9 Because all of the Companys operations are in Hong Kong,a special administrative region of China,it faces a risk that the government of the PRC could intervene in or influence is operationsat any time,which could result in a mat

228、erial change in the Companys operations and/or the value of its Ordinary Shares.Currently,the Company is not required to obtain permissions or approvals from any PRC authorities to either:(1)operate our business;or(2)issue its Ordinary Shares to foreign investors.Shouldthe PRC government choose to e

229、xercise additional influence or control over Hong Kong businesses similar to the Company,however,through the promulgation of new laws or regulations applicableto Hong Kong,the Company could be required to obtain more licenses,permits,approvals or certificates,and its business,financial condition and

230、 results of operations could be adversely affected.Inthe event that(i)the PRC government expanded the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC and that Plutus Group isrequired to obtain such permissions or approvals,or(ii)

231、Plutus Group inadvertently concluded that relevant permissions or approvals were not required or that Plutus Group did not receive ormaintain relevant permissions or approvals required,any action taken by the PRC government could significantly limit or completely hinder operations of Plutus Group in

232、 Hong Kong and its abilityto offer or continue to offer its Ordinary Shares to investors and could cause the value of such securities to significantly decline or be worthless.(Please see Risk Factor “Because all of theCompanys operations are in Hong Kong,a special administrative region of China,it f

233、aces a risk that the government of the PRC could intervene in or influence our operations at any time,whichcould result in a material change in the Companys operations and/or the value of its Ordinary Shares,”at Page 38.)Substantially all operations of the operating subsidiaries are in Hong Kong,a s

234、pecial administrative region of the PRC.However,due to the long arm provisions under the current PRC lawsand regulations,the PRC government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time,whichcould resul

235、t in a material change in our operations and/or the value of our Ordinary Shares.The PRC government may also intervene or impose restrictions on our ability to move money intoor out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong or within Ho

236、ng Kong.Changes in the policies,regulations,rules,and theenforcement of laws of the PRC government may also be quick with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot becertain.Plutus Group is a holding company which conduct i

237、ts operations in Hong Kong through the Companys operating subsidiaries,Plutus Securities and Plutus Asset Management,both incorporated inHong Kong.The Companys operations are primarily located in Hong Kong and some of its customers are PRC individuals or companies that have shareholders or directors

238、 that are PRC individuals.As of the date of this prospectus,the Company does not expect to be materially affected by recent statements by the PRC government indicating an intent to exert more oversight and control overofferings that are conducted overseas and/or foreign investment in China-based iss

239、uers.However,due to long arm provisions under the current PRC laws and regulations,there remains regulatoryuncertainty with respect to the implementation and interpretation of laws in China.The PRC government may choose to exercise significant oversight and discretion,and the policies,regulations,ru

240、les,and the enforcement of laws of the PRC government to which the Company is subject may change rapidly and with little advance notice to the Company or its shareholders.As a result,theapplication,interpretation,and enforcement of new and existing laws and regulations in the PRC are often uncertain

241、.In addition,these laws and regulations may be interpreted and appliedinconsistently by different agencies or authorities,and may be inconsistent with the Companys current policies and practices.The promulgation of new laws or regulations,or the new interpretationof existing laws and regulations,in

242、each case,that restrict or otherwise unfavorably impact the ability or way the Company conducts its business,could require the Company to change certainaspects of its business to ensure compliance,which could decrease demand for our services,reduce revenues,increase costs,require us to obtain more l

243、icenses,permits,approvals or certificates,orsubject us to additional liabilities.To the extent any new or more stringent measures are required to be implemented,the Companys business,financial condition and results of operations could beadversely affected and such measured could materially decrease

244、the value of its Ordinary Shares,potentially rendering it worthless.(Please see Risk Factor “Substantially all operations of theoperating subsidiaries are in Hong Kong,a special administrative region of the PRC.However,due to the long arm provisions under the current PRC laws and regulations,the PRC

245、 government mayexercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time,which could result in a material change in our operationsand/or the value of its Ordinary Shares.The PRC government may also intervene or impose

246、restrictions on our ability to move money out of Hong Kong to distribute earnings and pay dividends orto reinvest in our business outside of Hong Kong.Changes in the policies,regulations,rules,and the enforcement of laws of the PRC government may also be quick with little advance notice and ourasser

247、tions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain,”at Page 38.)Risks Related to the Potential Imposition of Currency Controls on Hong Kong by the PRC Government In addition,despite the general protections afforded by the Basic law,due to long arm provisio

248、ns under current PRC laws and regulations,there remains regulatory uncertainty with respect to theimplementation and interpretation of laws in China.The PRC government may,in the future,impose restrictions or limitations on our ability to move money out of Hong Kong to distribute earningsand pay div

249、idends to and from other entities within our organization or to reinvest in our business outside of Hong Kong and our ability to move money into Hong Kong to fund our businessoperation and to satisfy our investment needs in Hong Kong.Such restrictions and limitations,if imposed in the future,may del

250、ay or hinder the expansion of our business within and outside of HongKong and may also affect our ability to transfer and receive funds to and from our operating subsidiaries in Hong Kong.Such restrictions and limitations,if imposed in the future,may delay orhinder the expansion of our business with

251、in and outside of Hong Kong and may also affect our ability to transfer and receive funds to and from our operating subsidiaries in Hong Kong.(Please see Risk Factor “There is no assurance that the PRC government will not intervene or impose restrictions on our ability to transfer cash into or out o

252、f Hong Kong,”at Page 39.)We do not have aformal cash management policy that dictates how funds are transferred.10 Risks Related to Enforceability of Judgments and Foreign Legal Systems.Plutus Group is a Cayman Islands exempted company and substantially all of its assets are located outside of the Un

253、ited States.Substantially all of the Companys current operations areconducted in the Hong Kong.In addition,its current officers are nationals and residents of countries other than the United States.Substantially all of the assets of these persons are located outside theUnited States.As a result,it m

254、ay be difficult or impossible for you to bring an action against the Company or against these individuals in the United States in the event that you believe that yourrights have been infringed under the U.S.federal securities laws or otherwise.Even if you are successful in bringing an action of this

255、 kind,the laws of the Cayman Islands,Hong Kong or otherrelevant jurisdictions may render you unable to enforce a judgment against our assets or the assets of our directors and officers.There is no statutory recognition in the Cayman Islands of judgmentsobtained in the United States,although the cour

256、ts of the Cayman Islands will in certain circumstances recognize and enforce a non-penal judgment of a foreign court of competent jurisdictionwithout retrial on the merits.In addition,CFN Lawyers,the Companys counsel as to Hong Kong law,has advised us that there is uncertainty as to whether the cour

257、ts of Hong Kong would(i)recognize or enforce judgments of U.S.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 theUnited States,or(ii)entertain original actions brought in Hong Kong agai

258、nst us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.Ajudgment of a court in the United States predicated upon U.S.federal or state securities laws may be enforced in Hong Kong at common law by bringing an action in a Hong Kon

259、g court on thatjudgment for the amount due thereunder and then seeking summary judgment on the strength of the foreign judgment,provided that the foreign judgment,among other things,is(1)for a debt or adefinite sum of money(not being taxes or similar charges to a foreign government taxing authority

260、or a fine or other penalty),and(2)final and conclusive on the merits of the claim,but nototherwise.Such a judgment may not,in any event,be so enforced in Hong Kong if(a)it was obtained by fraud,(b)the proceedings in which the judgment was obtained were opposed to naturaljustice,(c)its enforcement or

261、 recognition would be contrary to the public policy of Hong Kong,(d)the court of the United States was not jurisdictionally competent,or(e)the judgment was inconflict with a prior Hong Kong judgment.Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States.As a

262、result,there is uncertainty as to theenforceability in Hong Kong,in original actions or in actions for enforcement,of judgments of U.S.courts of civil liabilities predicated solely upon the federal securities laws of the United States orthe securities laws of any state or territory within the United

263、 States.(Please see Risk Factor “Certain judgments obtained against us by our shareholders may not be enforceable and foreign legalsystems present unique risks to investors,”at Page 34.)Risks related to the limited operating history of the Company.The operating subsidiaries of the Company began oper

264、ations in 2018 and have continually sought to expand our product and service offerings.As a result,its business model has not been fullyproven and it has limited financial data that can be used to evaluate our current business and future prospects,which subjects us to a number of uncertainties,inclu

265、ding our ability to plan for,modeland manage future growth and risks.Its historical revenues should not be considered indicative of its future performance.The Companys operating subsidiaries have also encountered,and willcontinue to encounter,risks and difficulties frequently experienced by growing

266、companies in rapidly changing and heavily regulated industries,including achieving market acceptance of ourproducts and services,attracting and retaining customers,complying with laws and regulations that are subject to evolving interpretations and application and increasing competition and expenses

267、 asit expands its business.The Company cannot be sure that it will be successful in addressing these and other challenges it may face,and its business may be adversely affected if it does not managethese risks successfully.(Please see Risk Factor “The Company has a limited operating history,which ma

268、kes it difficult to evaluate its business and prospects and increases the risks associatedwith an investment in its Ordinary Shares.”)11 Risks Related to Revenue and Receivables Concentration.We derive a significant portion of our revenues from a few major customers.For the six months ended June 30,

269、2023,one customer accounted for 26%of our total revenues.For the six monthsended June 30,2022,one customer accounted for 16%of our total revenues.For the year ended December 31,2022,two customers accounted for 16%and 12%of our total revenues.For the yearended December 31,2021,three customers account

270、ed for 29%,25%and 22%of our total revenues.As of June 30,2023,one customer accounted for 13%of the total balance of loans to customers and receivables from customer.As of December 31,2022,one customer accounted for 14%ofthe total balance of loans to customers and receivables from customer.As of Dece

271、mber 31,2021,two customers accounted for 21%and 12%of the total balance of loans to customers andreceivables from customers.Please see Business Our customers”on page 97 for the customers mix for the revenue and receivables concentration.There are inherent risks whenever a large percentage of total r

272、evenues are concentrated with a limited number of customers.We cannot guarantee that these customers will continue to retain usto provide them brokerage services,asset management services or margin financing services.Their demands for our financial services may be affected due to factors such as cha

273、nges in investmentpreference,market outlook and general economy,which are beyond our control.Any decline in demand or termination of the services offered by us by our top customers decides materiallynegatively affect our revenues,results of operations and financial condition.(Please see Risk Factor

274、“We have a substantial customer concentration,with a limited number of customersaccounting for a substantial portion of our revenues.”)Risks related to competition.There is a significant number of existing market participants in the financial and securities services industry in Hong Kong providing s

275、ervices similar to ours.The Companys larger competitorsmay have advantages over us such has brand recognition and reputation in the market,wider range of value adding services,stronger human and financial resources and operational presence in moregeographic locations.The Company also faces competiti

276、on from local medium and small-sized financial services providers which offer similar range of services.New participants may enter into themarket insofar as they have engaged appropriate qualified professionals and obtained the requisite regulatory licenses and permits.Given the keen competition,the

277、 Company cannot assure that itwill be able to maintain its competitive edge in response to the fast-changing business environment.The market for online brokerage and wealth management services is also relatively new,rapidly evolving and intensely competitive.The Company expects competition to contin

278、ue and intensifyin the future.It faces competition from traditional retail brokerage firms and financial service providers in Hong Kong and worldwide,many of which may be significantly larger than us with accessto exponentially greater resources.Major international brokerage companies that have larg

279、e retail online brokerage businesses as well as online brokerage units of commercial banks may also takeadvantage of their established resources and satisfy applicable regulatory requirements through acquisitions and organic development.The Company cannot assure you that its efforts to enhance itsse

280、rvice offerings will be successful or that it will be able to compete effectively or efficiently with current or future competitors.Furthermore,the current competitors and new entrants in the onlinebrokerage and wealth management industries may also seek to develop new service offerings,technologies

281、 or capabilities that could render some of the services that the Company offers obsolete orless competitive,and some of them may adopt more aggressive pricing policies or devote greater resources to marketing and promotional campaigns than it does.(Please see Risk Factor “TheCompany faces fierce com

282、petition in the financial and securities services industry in Hong Kong and may lose its competitive edge to its competitors.”)Risks related to fluctuations in customer trading volumes.The Companys revenues and profitability depend in part on the level of trading activity of the securities of our cu

283、stomers,which are often affected by factors beyond our control,includingeconomic and political conditions,broad trends in business and finance and changes in the markets in which such transactions occur.Weaknesses in the markets in which the Company operates,including economic slowdowns,have histori

284、cally resulted in reduced trading volumes for us.Declines in trading volumes generally result in lower revenues from transaction execution activities.Lower levels of volatility generally have the same directional impact.Declines in market values of securities or other financial instruments can also

285、result in illiquid markets,which can also result inlower revenues and profitability from transaction execution activities.Our business is also subject to general economic and political conditions,in particular the economic and political conditions inHong Kong and worldwide,such as macroeconomic and

286、monetary policies,legislation and regulations affecting the financial and securities industries,upward and downward trends in the businessand financial sectors,inflation,currency fluctuations,availability of short-term and long-term funding sources,cost of funding and the level and volatility of int

287、erest rates.(Please see Risk Factor“Because our revenues and profitability depend largely on customers trading volume,they are prone to significant fluctuations and are difficult to predict.Declines in trading volumes generallyresult in lower revenues from transaction execution activities,which may

288、affect our financial condition,results of operations and prospects.”)Risks related to the Companys margin financing business.The Companys margin financing business may not develop as expected if customers fail to perform contractual obligations or the value of collateral held to secure the obligatio

289、ns is inadequate.As its margin financing business expands,the Company may be subject to greater credit risks.In particular,the Company may not always be able to fully recover the margin value through margincalls and our exposure to credit loss may be exacerbated during periods of high market volatil

290、ity.(Please see Risk Factor “The Company may not be able to develop its margin financing businessas expected and may be exposed to credit risks related to this business,primarily arising from loans and advances,and receivables.In addition,the Company needs adequate funding at reasonablecosts to succ

291、essfully operate its margin financing business,and access to adequate funding at reasonable costs cannot be assured.”)12 Risks related to potential trading errors The Company needs to execute and monitor securities dealing transactions in a timely and vigilant manner for our securities dealing and b

292、rokerage business,which is heavily dependent on thesatisfactory performance of its trading system.Trading errors may occur in the case of trading system breakdown or failure.The Company cannot guarantee that the measures and procedures it has inplace to protect and maintain its trading system will c

293、ompletely deter,or be continuously effectively in deterring,trading errors.Trading errors may also occur as a result of human mistakes made byour employees in processing customers orders or instructions.Any trading errors may cause us to incur significant losses and may materially and adversely affe

294、ct our reputation,operations andfinancial performance.(Please see Risk Factor “Any trading errors relating to securities dealing and brokerage business of the Company may cause significant losses.”)Risks related to network interruptions,security breaches or computer virus attacks and failures in the

295、 information technology systems of the Company.The information technology systems of the Company support substantially all phases of our operations and are an essential part of our technology infrastructure.If these systems fail to perform,the Company could experience disruptions in its operations,s

296、lower response time or decreased customer satisfaction.The Company must process,record and monitor a large number of transactionsand its operations are highly dependent on the integrity of our technology systems and our ability to make timely enhancements and additions to its systems.System interrup

297、tions,errors or downtimecan result from a variety of causes,including unexpected interruptions to the internet infrastructure,technological failures,changes to its systems,erroneous or corrupted data,changes in customerusage patterns,linkages with third-party systems and power failures.The Companys

298、systems are also vulnerable to disruptions from human error,execution errors,errors in models such as thoseused for risk management and compliance,employee misconduct,unauthorized trading,external fraud,computer viruses,distributed denial of service attacks,computer viruses or cyberattacks,terrorist

299、 attacks,natural disaster,power outage,capacity constraints,software flaws,events impacting our key business partners and vendors,and other similar events.(Please see Risk Factor“Unexpected network interruptions,security breaches or computer virus attacks and failures in our information technology s

300、ystems could have a material adverse effect on our business,financialcondition and results of operations.”Risks related to regulatory compliance.The Company is subject to extensive regulations and the market in which it operates,Hong Kong,is highly regulated.However,the online brokerage service indu

301、stry(including,for example,the use of cloud-based operating,computing and record keeping technology as well as biometric identification technology)is at a relatively early stage of development,and applicable laws,regulations and other requirements may be changed and adopted from time to time.The Com

302、pany may be subject to examinations and inquiries by the relevant regulators on a regular or ad-hocbasis.Our business operations in Hong Kong are subject to applicable Hong Kong laws,regulations,guidelines,circulars,and other regulatory guidance,including,for example,the SFO and itssubsidiary legisl

303、ation.These laws and regulations set out the licensing requirements,regulate our operational activities and standards,and impose requirements such as maintaining minimumliquidity or capital along with other filing,record keeping and reporting obligations relevant to our business operations.Failure t

304、o comply with applicable laws and regulations in markets theCompany operates can result in investigations and regulatory actions,which may lead to penalties,including reprimands,fines,limitations or prohibitions on our future business activities orsuspension or revocation of our licenses or trading

305、rights.Any outcome of such nature may affect our ability to conduct business,harm our reputation and,consequently,materially and adverselyaffect our business,financial condition,results of operations and prospects.(Please see Risk Factor “The Company is subject to extensive and evolving regulatory r

306、equirements in the markets itoperates in,non-compliance with which may result in penalties,limitations and prohibitions on our future business activities or suspension or revocation of its licenses and trading rights,andconsequently may materially and adversely affect our business,financial conditio

307、n,operations and prospects.”)13 No established public market for the Companys shares prior to this offering.Prior to this initial public offering,there has been no public market for the Companys Ordinary Shares.The Company plans to list the Ordinary Shares on the Nasdaq Capital Market.ItsOrdinary Sh

308、ares will not be listed on any exchange or quoted for trading on any over-the-counter trading system.If an active trading market for the Ordinary Shares does not develop after thisoffering,the market price and liquidity of the Ordinary Shares will be materially and adversely affected.(Please see Ris

309、k Factor “There has been no public market for our Ordinary Shares priorto this offering,and you may not be able to resell the Ordinary Shares at or above the price you paid,or at all.”)Transfers of Cash To and From Our Subsidiaries Plutus Group declared a special dividend of HK$24,451,000 on August

310、30,2022,Plutus Group was wholly owned by Mr.Zhisheng Zhao through Radiant Global Ventures Limited and DivineStar Ventures Limited on August 30,2022.Plutus Group did not receive the funds from our subsidiaries.Instead,the special dividend was offset by the amount due from Mr.Zhisheng Zhao.Theamount d

311、ue from Mr.Zhisheng Zhao was decreased by HK$24,451,000 after the declaration of special dividend.As of December 31,2022 and June 30,2023,the remaining amount due from Mr.Zhao was HK$6,322,000 and HK$6,339,000,respectively.This amount is reflected in the portion of the amounts due from related party

312、 as reflected in our financial statements.The amount due fromMr.Zhao is unsecured,non-interest bearing and repayable on demand.The balance is non-trade in nature.Saved as disclosed above,during the years ended December 31,2021 and 2022 and sixmonths ended June 30,2023,Plutus Group did not declare or

313、 pay any dividends and there was no transfer of assets among Plutus Group and its subsidiaries.If Plutus Group determines to pay dividends on any of its Ordinary Shares in the future,as a holding company,it will be dependent on receipt of funds from our subsidiaries by way of dividendpayments.Plutus

314、 Group is permitted under the laws of Cayman Islands to provide funding to its subsidiaries through loans or capital contributions without restrictions on the amount of the fundsloaned or contributed.Each of Plutus Securities,Plutus Asset Management and One Promise Investment Immigration Consulting

315、Limited is permitted under the laws of Hong Kong to providefunding to Plutus Group through dividend distributions without restrictions on the amount of the funds distributed.14 Plutus Group currently intends to retain all available funds and future earnings,if any,for the operation and expansion of

316、our business and do not anticipate declaring or paying any dividendsin the foreseeable future.Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition,results ofoperations,capital requirements,contractu

317、al requirements,business prospects and other factors the board of directors deems relevant,and subject to the restrictions contained in any future financinginstruments.There are no statutory prohibitions in the Cayman Islands on the granting of financial assistance by a company to another person for

318、 the purchase of,or subscription for,its own,its holdingcompanys or a subsidiarys shares.Therefore,a company may provide financial assistance provided the directors of the company,when proposing to grant such financial assistance,discharge theirduties of care and act in good faith,for a proper purpo

319、se and in the interests of the company.Such assistance should be on an arms-length basis.Subject to the Companies Act(Revised)of theCayman Islands(the“Companies Act”)and our Memorandum and Articles of Association,our board of directors may declare dividends and distributions on Shares in issue and a

320、uthorize payment ofthe dividends or distributions out of the funds of Plutus Group.No dividend or distribution shall be paid except out of the realized or unrealized profits of Plutus Group,or out of our share premiumaccount,unless immediately following the payment the Company is unable to pay our d

321、ebts as they fall due in the ordinary course of business.The Cayman Islands does not impose a withholdingtax on payments of dividends to shareholders in the Cayman Islands.Under the BVI Business Companies Act 2004(as amended),a British Virgin Islands company may make a dividend distribution to the e

322、xtent that immediately after the distribution,the valueof the companys assets exceeds its liabilities and that such company is able to pay its debts as they fall due.Under Hong Kong law,dividends could only be paid out of distributable profits(that is,accumulated realized profits less accumulated re

323、alized losses)or other distributable reserves,aspermitted under Hong Kong law.Dividends cannot be paid out of share capital.There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HK dollar intoforeign currencies and the remittance of currencies out of Hong K

324、ong,nor there is any restriction on foreign exchange to transfer cash between Plutus Group and its subsidiaries,across borders andto U.S investors,nor there is any restrictions and limitations to distribute earnings from our business and subsidiaries,to Plutus Group and U.S.investors and amounts owe

325、d.Under the currentpractice of the Inland Revenue Department of Hong Kong,no tax is payable in Hong Kong in respect of dividends paid by us.Implications of Being an Emerging Growth Company As a company with less than US$1.07 billion in revenue for our last fiscal year,Plutus Group qualifies as an“em

326、erging growth company”pursuant to the Jumpstart Our Business Startups Act of2012,or the JOBS Act.An emerging growth company may take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to publiccompanies.These provisions include,b

327、ut are not limited to:being permitted to present only two years of audited financial statements and only two years of related Managements Discussion and Analysis of Financial Condition and Results ofOperations in our SEC filings;not being required to comply with the auditor attestation requirements

328、of Section 404 of the Sarbanes-Oxley Act;reduced disclosure obligations regarding executive compensation in periodic reports,proxy statements and registration statements;and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of a

329、ny golden parachute payments not previously approved.The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company isotherwise required to comply with such new or revised accounting sta

330、ndards.The Company has elected to use the extended transition period under the JOBS Act.Accordingly,our financialstatements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.15 The Company will remain an emerging growth co

331、mpany until the earliest of(a)the last day of the fiscal year during which it has total annual gross revenues of at least US$1.07 billion;(b)thelast day of its fiscal year following the fifth anniversary of the completion of this offering;(c)the date on which it has,during the preceding three-year p

332、eriod,issued more than US$1.0 billion innon-convertible debt;or(d)the date on which it is deemed to be a“large accelerated filer”under the Securities Exchange Act of 1934,as amended,or the Exchange Act,which would occur as of theend of our fiscal year if the market value of its Ordinary Shares that

333、are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscalquarter.Once the Company ceases to be an emerging growth company,it will not be entitled to the exemptions provided in the JOBS Act discussed above.Implications of Being a Foreign Private Issuer Plutus Group is incorporated in the Cayman Islands,and more than 50 percent of its