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1、F-1 1 ea0208974-f1_ptllimited.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on July 30,2024Registration No.333-*UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 PTL Limited(Exact nam

2、e of registrant as specified in its charter)British Virgin Islands 5172 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)111 North Bridge Road#23-06APeninsula PlazaSingapore 179098Te

3、l:+65 90573550(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(212)947-7200(Name,address,including zip code,and telephone number,including area code,of agent for service

4、)Copies to:William S.Rosenstadt,Esq.Mengyi“Jason”Ye,Esq.Ortoli Rosenstadt LLP366 Madison Avenue,3rd FloorNew York,NY 10017Tel:+1(212)588-0022 Lawrence S.Venick,Esq.Loeb&Loeb LLP2206-19 Jardine House1 Connaught Place,CentralHong Kong SARTel:+852 3923-1111 Approximate date of commencement of proposed

5、sale to public:As soon as practicable after the effective date of this RegistrationStatement.If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act,check the following box.If this Form is filed to register addit

6、ional securities for an offering pursuant to Rule 462(b)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462

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

8、and listthe Securities Act registration statement number of the earlier effective 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.Emerging growth company If an emerging growt

9、h company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B)of the Securities Act.

10、The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April 5,2012.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its eff

11、ectivedate until the registrant shall file a further amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until theregistration statement shall become effective on such date as

12、 the U.S.Securities and Exchange Commission,acting pursuantto such Section 8(a),may determine.The information in this prospectus is not complete and may be changed.We will not sell these securities until theregistration statement filed with the U.S.Securities and Exchange Commission is effective.Thi

13、s prospectus is not an offer tosell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is notpermitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION,DATED July 30,2024 PTL Limited 1,250,000 Ordinary Shares This is an initial public offering

14、(the“Offering”)of 1,250,000 ordinary shares of no par value(the“Ordinary Shares”),of PTLLimited(“PTL”,the“Company”,“we,“our”,“us”).We anticipate that the initial public offering price(the“Offering Price”)willbe between US$4.00 and US$6.00 per Ordinary Share.We are offering 1,250,000 Ordinary Shares

15、of our Company,on a firmcommitment basis,representing 10%of the Ordinary Shares following completion of the offering of our Company.Prior to this Offering,there has been no public market for our Ordinary Shares.We plan to apply to list our Ordinary Shares on theNasdaq Capital Market under the symbol

16、“PTLE”.This Offering is contingent upon us listing our Ordinary Shares on the NasdaqCapital Market,or Nasdaq.However,there is no assurance that such application will be approved,and if our application is notapproved by Nasdaq,this Offering cannot be completed.Following this Offering,PTLE Limited(“PT

17、LE”)will continue to own more than a majority of the voting power of ouroutstanding Ordinary Shares.As a result,PTLE can control the outcome of matters submitted to the shareholders for approval.Additionally,we may be deemed a“controlled company”within the meaning of the Nasdaq listing rules and fol

18、low certainexemptions from certain corporate governance requirements that could adversely affect our public shareholders.For a moredetailed discussion of the risk of the Company being a controlled company,see“Risk Factors Risks Related to Our CorporateStructure Our corporate actions will be substant

19、ially controlled by our Controlling Shareholder,PTLE Limited,which will havethe ability to control or exert significant influence over important corporate matters that require approval of shareholders,whichmay deprive you of an opportunity to receive a premium for your Ordinary Shares and materially

20、 reduce the value of yourinvestment.Additionally,we may be deemed to be a“controlled company”and may follow certain exemptions from certaincorporate governance requirements that could adversely affect our public shareholders”on page 37 and“ProspectusSummary Implication of Being a Controlled Company”

21、on page 13 of this prospectus.Investing in our Ordinary Shares involves a high degree of risk,including the risk of losing your entire investment.See“Risk Factors”beginning on page 17 to read about factors you should consider before buying our Ordinary Shares.PTL Limited,or PTL,is a holding company

22、incorporated in British Virgin Islands(“BVI”).As a holding company with nomaterial operations,PTL conducts all of its operations through its operating entity,Petrolink Energy Limited(the“Operating Subsidiary”),a company incorporated in Hong Kong.Investors in our Ordinary Shares should be aware thatt

23、hey will not and may never directly hold equity interests in the Operating Subsidiary,but rather purchasing equity solelyin PTL,the BVI holding company.This structure involves unique risks to the investors,and the PRC regulatory authoritiescould disallow this structure,which would likely result in a

24、 material change in our operations and/or a material change inthe value of the securities PTL is registering for sale,including that such event could cause the value of such securities tosignificantly decline or become worthless.Furthermore,shareholders may face difficulties enforcing their legal ri

25、ghts underUnited States securities laws against our directors and officers who are located outside of the United States.All of our operations are conducted by our wholly-owned Operating Subsidiary in Hong Kong,which is a specialadministrative region of the PRC.We currently do not have any operations

26、 in Mainland China.We do not have anyoperation or maintain an office or personnel in Mainland China,nor currently do we have,nor intend to have,anycontractual arrangements to establish a variable interest entity(“VIE”)structure with any entity in Mainland China.However,since(1)our operations are loc

27、ated in Hong Kong,which is a special administrative region of the PRC,and(2)some of our customers are Mainland China companies,Mainland China individuals,or companies that haveshareholders or directors that are Mainland China individuals,we are subject to certain legal and operational risksassociate

28、d with our Operating Subsidiary being based in Hong Kong,and the legal and operational risks associated withoperating in Mainland China may also apply to our operations in Hong Kong.We may be subject to unique risks due touncertainty of the interpretation and the application of the PRC laws and regu

29、lations,including but not limited to thecybersecurity,data security,and the oversight and control over overseas securities offerings by the PRC government.Weare also subject to the risks of uncertainty about any future actions of the PRC government or authorities in Hong Kong inthis regard.The PRC g

30、overnment may intervene or influence the current and future operations in Hong Kong at any time,or may exert more oversight and control over offerings conducted overseas and/or foreign investment in issuers likes us.Such governmental actions:could result in a material change in our operations and/or

31、 the value of our Ordinary Shares;could significantly limit or completely hinder our ability to continue our operations;could significantly limit or hinder our ability to offer or continue to offer our Ordinary Shares to investors;and may cause the value of our Ordinary Shares to significantly decli

32、ne or be worthless.See“Risk Factors Risks Related to Doing Business in Hong Kong All of our operations are in Hong Kong.However,due tothe long-arm application of the current Mainland China laws and regulations,the PRC government may exercise significant directoversight and discretion over the conduc

33、t of our business and may intervene or influence our operations,which could result in amaterial change in our operations and/or the value of our Ordinary Shares.Our subsidiary in Hong Kong may be subject tocertain PRC laws and regulations,which may impair our ability to operate profitably and result

34、 in a material negative impact onour operations and/or the value of our Ordinary Shares.Furthermore,the changes in the policies,regulations,rules and theenforcement of laws of Mainland China may also occur quickly with little advance notice and our assertions and beliefs of the riskimposed by the Ma

35、inland China legal and regulatory system cannot be certain”on page 29;and“Risk Factors Risks Related toDoing Business in Hong Kong If the PRC government chooses to extend the oversight and control over offerings that areconducted overseas and/or foreign investment in Mainland China-based issuers to

36、Hong Kong-based issuers,such action maysignificantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value ofour Ordinary Shares to significantly decline or be worthless”on page 35.We are aware that,the PRC government initiated a series

37、 of regulatory actions and statements to regulate business operations incertain areas in Mainland China with little advance notice,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companies listed overseas using variable interest entity st

38、ructure,adopting new measuresto extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.See“ProspectusSummary Recent Regulatory Development in the PRC.”Since these statements and regulatory actions are new,it is highlyuncertain how soon the legislative or adm

39、inistrative regulation making bodies will respond and what existing or new laws orregulations or detailed implementations and interpretations will be modified or promulgated,if any.It is also highly uncertain whatthe potential impact such modified or new laws and regulations will have on our Operati

40、ng Subsidiarys daily business operation,their ability to accept foreign investments and the listing of our Ordinary Shares on a U.S.or other foreign exchanges.Theseactions could result in a material change in our operations and/or the value of our Ordinary Shares and could significantly limit orcomp

41、letely hinder our ability to offer or continue to offer our Ordinary Shares to investors.On February 17,2023,the China Securities Regulatory Commission(the“CSRC”)promulgated the Trial Administrative Measuresof Overseas Securities Offering and Listing by Domestic Companies(the“Trial Measures”)and fiv

42、e supporting guidelines,whichcame into effect on March 31,2023.According to the Trial Measures,among other requirements,(1)domestic companies that seekto offer or list securities overseas,both directly and indirectly,should fulfil the filing procedures with the CSRC;if a domesticcompany fails to com

43、plete the filing procedures,such domestic company may be subject to administrative penalties;(2)where adomestic company seeks to indirectly offer and list securities in an overseas market,the issuer shall designate a major domesticoperating entity responsible for all filing procedures with the CSRC,

44、and such filings shall be submitted to the CSRC withinthree business days after the submission of the overseas offering and listing application.Furthermore,on February 24,2023,the CSRC revised the Provisions on Strengthening the Management of Confidentiality andArchives Related to the Overseas Issua

45、nce of Securities and Overseas Listing by Domestic Companies which were issued in 2009,or the Archives Rules.The revised Archives Rules came into effect on March 31,2023 together with the Trial Measures.Therevised Archives Rules expand their application to cover indirect overseas offering and listin

46、g,by stipulating that a domesticcompany which plans to publicly disclose or provide to relevant individuals or entities,including securities companies,securitiesservice providers and overseas regulators,any documents and materials containing state secrets or working secrets of governmentagencies,sha

47、ll first obtain approval from competent authorities according to law,and file with the secrecy administrativedepartment at the same level.According to Article 18 of the Basic Law of the Hong Kong Special Administrative Region(the“Basic Law”),national laws of thePRC shall not be applied in Hong Kong,

48、except for those listed in Annex III to the Basic Law,such as the laws relating to thenational flag,national anthem,and diplomatic privileges and immunities.Further,there is no legislation mandating that the laws inHong Kong shall be in line with those in the PRC.Despite the foregoing,the legal and

49、operational risks that arise from operating inMainland China also apply to businesses operating in Hong Kong and Macau.However,there remains uncertainty as to how the Draft Measures,the Trial Measures and the Draft Rules Regarding OverseasListing will be interpreted or implemented and whether the PR

50、C regulatory agencies,including the Cyberspace Administration ofChina(the“CAC”)and CSRC.It is also possible that new PRC laws,regulations,rules,or detailed implementation andinterpretation related to the Trial Measures may be adopted in the future,which could impact businesses operating in Hong Kong

51、and Macau that engage in activities covered by these measures.As advised by our PRC Counsel,China Commercial Law Firm,asof the date of this prospectus,based on PRC laws and regulations effective as of the date of this prospectus and subject tointerpretations of these laws and regulations that may be

52、 adopted by Mainland China authorities,neither we,nor our OperatingSubsidiary is required to obtain any permissions or approvals from PRC authorities before listing in the U.S.and to issue ourOrdinary Shares to foreign investors,including the CAC or the CSRC because(i)the CSRC currently has not issu

53、ed any definitiverule or interpretation concerning whether offerings like ours under this prospectus are subject to this regulation;and(ii)ourOperating Subsidiary was established and operate in Hong Kong,which is not a“domestic company”for the purposes of the TrialMeasures,and(iii)businesses conduct

54、ed by our Operating Subsidiary are not included in the categories of industries andcompanies whose foreign securities offerings are subject to review by the CSRC or the CAC.As of the date of this prospectus,neither the CAC,the CSRC nor any other PRC regulatory agency or administration has contacted

55、the Company in connection withthe Companys or its subsidiarys operations or this Offering.Therefore,the Company or its subsidiary is currently not required toobtain regulatory approval from the CAC,CSRC nor any other PRC authorities for its and its subsidiarys operations inHong Kong and this Offerin

56、g.However,as advised by our PRC Counsel,China Commercial Law Firm,uncertainties still exist,due to the possibility that laws,regulations,or policies in the PRC could change rapidly in the future.In the event that(i)the PRCgovernment expands the categories of industries and companies whose foreign se

57、curities offerings are subject to review by theCSRC or the CAC and that we are required to obtain such permissions or approvals;or(ii)we inadvertently concluded thatrelevant permissions or approvals were not required or that we did not receive or maintain relevant permissions or approvalsrequired,an

58、y action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong andour ability and to offer or continue to offer securities to investors and could cause the value of such securities to significantlydecline or be worthless.See“Risk Factors Risks Related

59、 to Doing Business in Hong Kong There remain some uncertaintiesas to whether we will be required to obtain approvals from the PRC authorities to list on the U.S.exchanges and offer securities inthe future,and if required,we cannot assure you that we will be able to obtain such approval.We may become

60、 subject to a varietyof PRC laws and other obligations regarding data security in relation to offerings that are conducted overseas,and any failure tocomply with applicable laws and obligations could have a material and adverse effect on our business,financial condition andresults of operations and

61、may hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value ofour Ordinary Shares to significantly decline or be worthless.”on page 31.Petrolink Energy Limited,our Operating Subsidiary in Hong Kong may collect and store certain data(including certain persona

62、linformation)from our customers,some of whom may be individuals in Mainland China,in connection with our business andoperations and for“Know Your Customers”purposes.As advised by our PRC Counsel,China Commercial Law Firm,theMeasures for Cybersecurity Review(2021),the PRC Personal Information Protect

63、ion Law and the Draft Overseas ListingRegulations will not have an impact on our business,operations or this Offering,neither we or our Operating Subsidiary,arecovered by permission requirements from the CAC that is required to approve our subsidiarys operations,as our OperatingSubsidiary will not b

64、e deemed to be an“operator”or a“data processor”that are required to file for cybersecurity review beforelisting in the United States,because:(i)our Operating Subsidiary is incorporated in Hong Kong and operates in Hong Kong;andeach of the Measures for Cybersecurity Review(2021),the PRC Personal Info

65、rmation Protection Law and the Draft OverseasListing Regulations do not clearly provide whether it shall be applied to the offering by a company like ours;(ii)as of date of thisprospectus,our Operating Subsidiary has in aggregate collected and stored personal information of less than one million ind

66、ividualin Mainland China and we have acquired the our customers separate consents for collecting and storing of their personalinformation and data;(iii)all of the data of our customers that our Operating Subsidiary has collected is stored in servers located inHong Kong;and(iv)as of the date of this

67、prospectus,our Operating Subsidiary has not been informed by any PRC governmentalauthority of any requirement that it files for a cybersecurity review or a CSRC review.Moreover,pursuant to the Basic Law,PRClaws and regulations shall not be applied in Hong Kong except for those listed in Annex III of

68、 the Basic Law(which is confined tolaws relating to national defense,foreign affairs and other matters that are not within the scope of autonomy).Based on MainlandChina laws and regulations effective as of the date of this prospectus and subject to interpretations of these laws and regulationsthat m

69、ay be adopted by Mainland China authorities,neither we,nor our Operating Subsidiary,are currently required to obtain anypermission or approval from the PRC authorities,including the CSRC and CAC,to operate our business and offer the securitiesbeing registered to foreign investors.Therefore,no applic

70、ation to obtain permission or approval from the PRC authorities arerequired and no permissions or approvals have been denied as of the date of this prospectus.However,as advised by our PRC Counsel,China Commercial Law Firm,given the uncertainties arising from the legal system inMainland China and Ho

71、ng Kong,including uncertainties regarding the interpretation and enforcement of PRC laws and thesignificant authority of the PRC government to intervene or influence the offshore holding company headquartered in Hong Kong,we believe that there remains significant uncertainty in the interpretation an

72、d enforcement of relevant Mainland Chinacybersecurity laws and other regulations.If the Draft Overseas Listing Regulations are adopted into law in the future and becomeapplicable to our Operating Subsidiary in Hong Kong,if our Operating Subsidiary is deemed to be an“Operator”,or if theMeasures for C

73、ybersecurity Review(2021)or the PRC Personal Information Protection Law become applicable to our OperatingSubsidiary in Hong Kong,the business operation of our Operating Subsidiary and the listing of our Ordinary Shares in theUnited States could be subject to the CACs cybersecurity review or the CSR

74、C Overseas Issuance and Listing review in the future.If the applicable laws,regulations,or interpretations change and our Operating Subsidiary becomes subject to the CAC or CSRCreview,we cannot assure you that our Operating Subsidiary will be able to comply with the regulatory requirements in all re

75、spectsand our current practice of collecting and processing personal information may be ordered to be rectified or terminated byregulatory authorities.If we were required to obtain such permissions or approvals in the future in connection with the listing orcontinued listing of our securities on a s

76、tock exchange outside of the PRC,it is uncertain how long it will take for us to obtain suchapproval,and,even if we obtain such approval,the approval could be rescinded.Any failure to obtain or a delay in obtaining thenecessary permissions from the PRC authorities to conduct offerings or list outsid

77、e of the PRC may subject us to sanctions imposedby the PRC regulatory authorities,which could include fines and penalties,proceedings against us,and other forms of sanctions,and our ability to conduct our business,invest into the Mainland China as foreign investments or accept foreign investments,ab

78、ilityto offer or continue to offer Ordinary Shares to investors or list on the U.S.or other overseas exchange may be restricted,and thevalue of our Ordinary Shares may significantly decline or be worthless,our business,reputation,financial condition,and results ofoperations may be materially and adv

79、ersely affected.See“Risk Factors Risks Relating to Doing Business in Hong Kong Ifthe PRC government chooses to extend the oversight and control over offerings that are conducted overseas and/or foreigninvestment in Mainland China-based issuers to Hong Kong-based issuers,such action may significantly

80、 limit or completely hinderour ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantlydecline or be worthless.”on page 35.Although we are not subject to cybersecurity review by the CAC nor any other PRC authorities for this Offer

81、ing or required toobtain regulatory approval regarding the data privacy and personal information requirements from the CAC nor any other PRCauthorities for ours and our Operating Subsidiarys operations in Hong Kong,we are subject to a variety of laws and otherobligations regarding data privacy and p

82、rotection in Hong Kong.In particular,the Personal Data(Privacy)Ordinance(Chapter 486of the laws of Hong Kong)(“PDPO”)imposes a duty on any data user who,either alone or jointly with other persons,controls thecollection,holding,processing or use of any personal data which relates directly or indirect

83、ly to a living individual and can be usedto identify that individual in order to ensure personal data is collected on a fully-informed basis and in a fair manner,with dueconsideration towards minimizing the amount of personal data collected.Compliance with PDPO and any such other existing orfuture d

84、ata privacy related laws,regulations and governmental orders by us may entail significant expenses as we have to processthe data in a secured manner by enhancing the security of our IT system from time to time and ensure that all data are properlycollected and used;and any breach of PDPO could mater

85、ially affect our business.In addition,the Holding Foreign Companies Accountable Act(the“HFCAA”),which prohibits foreign companies fromlisting their securities on U.S.exchanges if the Companys auditor has been unavailable for PCAOB inspection orinvestigation for three consecutive years,became law in

86、December 2020.On December 16,2021,the PCAOB issued adetermination(the“Determination Report”)that the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong because of positions taken byauthorities in those jurisd

87、ictions,and the PCAOB included in the Determination Report a list of the accounting firms thatare headquartered in the PRC or Hong Kong.On December 15,2022,the PCAOB announced that it has secured completeaccess to inspect and investigate registered public accounting firms headquartered in mainland C

88、hina and Hong Kong andvoted to vacate the previous 2021 Determination Report to the contrary.The SEC adopted final amendments to its rules toimplement the HFCAA,which went into effect on January 20,2022.As part of the SECs final rules,identified issuers willneed to provide additional disclosures in

89、subsequent filings that prove the issuer is not owned or controlled by agovernmental authority in the foreign jurisdiction of the audit firm identified by the PCAOB in the Determination Report.Our auditor,J&S Associate PLT(“J&S”),the independent registered public accounting firm headquarters in Mala

90、ysia,is afirm registered with the PCAOB,that is subject to laws in the United States pursuant to which the PCAOB conductsregular inspections to assess J&S Associate PLTs compliance with applicable professional standards.J&S Associate PLT isnot subject to the Determination Report announced by the PCA

91、OB relating to the PCAOBs inability to inspect orinvestigate completely registered public accounting firms headquartered in Mainland China or Hong Kong because of aposition taken by one or more authorities in the Mainland China or Hong Kong.In the event that it is later determined thatthe PCAOB is u

92、nable to inspect or investigate completely our auditor or our work papers because of a position taken by anauthority in a foreign jurisdiction,then such lack of inspection could cause our securities to be delisted from the applicablestock exchange.The delisting of our Ordinary Shares,or the threat o

93、f their being delisted,may materially and adverselyaffect the value of your investment.Furthermore,on June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act(the“AHFCAA”),which was enacted on December 29,2022,and amended the HFCAA to require the SEC to prohibit

94、anissuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for twoconsecutive years instead of three.On August 26,2022,the CSRC,the Ministry of Finance of the PRC(the“MOF”),andthe PCAOB signed a Statement of Protocol(the“Protocol”)to allow the PCA

95、OB to inspect and investigate completelyregistered public accounting firms headquartered in mainland China and Hong Kong,consistent with the HFCAA,and thePCAOB will be required to reassess its determinations by the end of 2022.Pursuant to the fact sheet with respect to theProtocol disclosed by the S

96、EC,the PCAOB shall have independent discretion to select any issuer audits for inspection orinvestigation and has the unfettered ability to transfer information to the SEC.On December 15,2022,the PCAOB Boarddetermined that the PCAOB was able to secure complete access to inspect and investigate regis

97、tered public accountingfirms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.The PCAOB continues to demand complete access in the Chinese mainland and Hong Kong moving forward and resumedregular inspections in early 2023 and beyond,as wel

98、l as to continue pursuing ongoing investigations and initiate newinvestigations as needed.However,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBs access in thefuture,the PCAOB Board will consider the need to issue a new determination.On December 29,2022,the AHFCAA wasenact

99、ed,which amended the HFCAA by decreasing the number of non-inspection years from three years to two,thusreducing the time period before our common stock may be prohibited from trading or delisted.Notwithstanding theforegoing,in the event it is later determined that the PCAOB is unable to inspect or

100、investigate completely our auditor,thensuch lack of inspection could cause our securities to be delisted from the stock exchange.See“Risk Factors Risks Relatedto Our Ordinary Shares and This Offering Our Ordinary Shares may be prohibited from being traded on a national exchangeunder the Holding Fore

101、ign Companies Accountable Act if the PCAOB is unable to inspect our auditors.The delisting of ourOrdinary Shares,or the threat of their being delisted,may materially and adversely affect the value of your investment.Furthermore,on June 22,2021,the U.S.Senate passed the AHFCAA,which was signed into l

102、aw on December 29,2022,amendingthe HFCAA to require the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is notsubject to PCAOB inspections for two consecutive years instead of three.”on page 40.PTL has no operations of its own.It conducts its operations i

103、n Hong Kong through our Operating Subsidiary.PTL may rely ondividends or payments to be paid by our Operating Subsidiary to fund its cash and financing requirements,including the fundsnecessary to pay dividends and other cash distributions to our shareholders and U.S.investors,to service any debt we

104、 may incurand to pay our operating expenses.If our Operating Subsidiary incurs debt on their own behalf in the future,the instrumentsgoverning the debt may restrict their ability to pay dividends or make other distributions to us.Cash is transferred through ourorganization in the following manner:(i

105、)funds are transferred from PTL,our holding company incorporated in BVI,to ourOperating Subsidiary in Hong Kong,in the form of capital contributions or loans,as the case may be;and(ii)dividends or otherdistributions may be paid by our Operating Subsidiary in Hong Kong to PTL.There are no restriction

106、s or limitations on our ability to distribute earnings from our subsidiaries,including our subsidiary in HongKong,to PTL and shareholders and the U.S.investors,provided that the entity remains solvent after such distribution.Subject tothe BVI Act and our Amended and Restated Memorandum and Articles

107、of Association,our board of directors may authorize anddeclare a dividend to shareholders at such time and of such an amount as it thinks fit,if it is satisfied,on reasonable grounds,thatimmediately following the dividend payment the value of our assets will exceed our liabilities and PTL will be ab

108、le to pay ourdebts as they become due.For the cash transfers between PTL and the Operating Subsidiary,and according to the BVI Act,a BVIcompany may make dividends distribution to the extent that immediately after the distribution,the value of the companys assets ofexceeds its liabilities,and the com

109、pany is able to pay its debts as they fall due.According to the Companies Ordinance of HongKong,a Hong Kong company may only make a distribution out of profits available for distribution.If any of PTLs subsidiaryincurs debt on its own behalf in the future,the instruments governing such debt may rest

110、rict their ability to pay dividends to PTL.Other than the above,we have not adopted,nor do we maintain,any cash management policies and procedures as of the date of thisprospectus.Additionally,as of the date of this prospectus,there are no further BVI or Hong Kong statutory restrictions on theamount

111、 of funds which may be distributed by us by dividend.However,in the future,funds may not be available to fund operationsor for other use outside of Hong Kong,due to interventions in,or the imposition of restrictions and limitations on,our ability or onour subsidiarys ability by the PRC government to

112、 transfer cash.Any limitation on the ability of our subsidiary to make paymentsto us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of ourOrdinary Shares or cause them to be worthless.Furthermore,as of the date of this prospectus,t

113、here are no restrictions or limitations under the laws of Hong Kong imposed on theconversion of Hong Kong dollar into foreign currencies and the remittance of currencies out of Hong Kong,nor there is anyrestriction on foreign exchange to transfer cash between PTL and its subsidiaries,across borders

114、and to U.S investors,nor there isany restrictions and limitations to distribute earnings from our business and subsidiaries,to PTL and U.S.investors and amountsowed.As advised by our PRC Counsel,China Commercial Law Firm,the laws and regulations of the PRC do not currently haveany material impact on

115、 the transfer of cash from PTL to the Operating Subsidiary or from the Operating Subsidiary to PTL,ourshareholders and the U.S.investors.However,the PRC government may,in the future,impose restrictions or limitations on ourability to transfer money out of Hong Kong,to distribute earnings and pay div

116、idends to and from the other entities within ourorganization,or to reinvest in our business outside of Hong Kong.Such restrictions and limitations,if imposed in the future,maydelay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from ourOpe

117、rating Subsidiary in Hong Kong.The promulgation of new laws or regulations,or the new interpretation of existing laws andregulations,in each case,that restrict or otherwise unfavorably impact the ability or way we conduct our business,could require usto change certain aspects of our business to ensu

118、re compliance,which could decrease demand for our services,reduce revenues,increase costs,require us to obtain more licenses,permits,approvals or certificates,or subject us to additional liabilities.To theextent any new or more stringent measures are required to be implemented,our business,financial

119、 condition and results ofoperations could be adversely affected and such measured could materially decrease the value of our Ordinary Shares,potentiallyrendering it worthless.For a more detailed discussion of how the cash is transferred within our organization,see“Summary Transfers of cash to and fr

120、om our subsidiary”and“Risk Factors Risks related to our corporate structure Werely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we mayhave.In the future,funds may not be available to fund operations or for other uses outside of H

121、ong Kong,due to interventions in,or the imposition of restrictions and limitations on,our ability or our subsidiary by the PRC government to transfer cash.Anylimitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conductour busines

122、s and might materially decrease the value of our Ordinary Shares or cause them to be worthless.”on page 38 and 39.See“Dividend Policy”for further details.PTL,our BVI holding company,since its incorporation on December 29,2023,has not declared or made any dividend or otherdistribution to its sharehol

123、ders,including U.S.investors,in the past,nor have any dividends or distributions been made by oursubsidiaries to the BVI holding company.Furthermore,no payments of any kind(including transfers,capital contributions andloans)have been made between PTL and its subsidiaries,or by the Operating Subsidia

124、ry to PTL.For FY 2022 and FY2023,ourOperating Subsidiary has not declared any dividends to its then shareholders,before the incorporation of PTL.We do not have anypresent plan to declare or pay any dividends on our Ordinary Shares in the foreseeable future.We currently intend to retain allavailable

125、funds and future earnings,if any,for the operation and expansion of our business and do not anticipate declaring orpaying any dividends in the foreseeable future.Any future determination related to our dividend policy will be made at thediscretion of our board of directors after considering our fina

126、ncial condition,results of operations,capital requirements,contractualrequirements,business prospects and other factors the board of directors deems relevant,and subject to the restrictions contained inany future financing instruments.We are an“emerging growth company”and a“foreign private issuer”un

127、der the federal securities laws and will be subjectto reduced public company reporting requirements.See“Prospectus Summary Implications of Being an“EmergingGrowth Company”and“Implications of Our Being a Foreign Private Issuer”on page 12 for additional information.Per Share Total(4)Offering price(1)U

128、S$5.00 US$6,250,000 Underwriting discounts and commissions(2)US$0.35 US$437,500 Proceeds to the company before expenses(3)US$4.65 US$5,812,500 (1)Initial public offering price per share is assumed as US$5.00,which is the midpoint of the range set forth on the cover page ofthis prospectus.(2)We have

129、agreed to pay the underwriters a discount equal to 7%of the gross proceeds of the offering.For a description of theother compensation to be received by the underwriters,see“Underwriting”beginning on page 105.(3)Excludes fees and expenses payable to the underwriters.(4)Assumes that the underwriters d

130、o not exercise any portion of their over-allotment option.Neither the U.S.Securities and Exchange Commission nor any state securities commission nor any other regulatory bodyhas approved or disapproved of these securities or determined if this prospectus is truthful or complete.Any representationto

131、the contrary is a criminal offense.This Offering is being conducted on a firm commitment basis.The underwriters are obligated to take and pay for all of the sharesoffered by the Company if any such shares are taken.We have granted the underwriters an option,exercisable one or more times inwhole or i

132、n part,to purchase up to 187,500 additional Ordinary Shares from us at the initial public offering price,less underwritingdiscounts,within 45 days from the closing of this Offering to cover over-allotments,if any.If the underwriters exercise the optionin full,assuming the public offering price per s

133、hare is US$5.00,the total underwriting discounts payable will be US$503,125,andthe total proceeds to us,before expenses,will be US$6,684,375.We expect our total cash expenses for this Offering to be approximately US$1,420,689,including expenses payable to theunderwriters for their reasonable out-of-

134、pocket expenses and non-accountable expense allowance,exclusive of the above discounts.If we complete this Offering,net proceeds will be delivered to us on the closing date.The underwriters expect to deliver the Ordinary Shares against payment as set forth under“Underwriting”on or about*2024.Pacific

135、 Century Securities,LLC The date of this prospectus is July 30,2024 TABLE OF CONTENTS PageMARKET AND INDUSTRY DATA iiPRESENTATION OF FINANCIAL INFORMATION iiCONVENTIONS THAT APPLY TO THIS PROSPECTUS iiiPROSPECTUS SUMMARY 1RISK FACTORS 17SPECIAL NOTES REGARDING FORWARD-LOOKING STATEMENTS 49USE OF PRO

136、CEEDS 50DIVIDEND POLICY 51CORPORATE HISTORY AND STRUCTURE 52CAPITALIZATION 53DILUTION 54MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 55INDUSTRY 64BUSINESS 66REGULATIONS 75MANAGEMENT 79RELATED PARTY TRANSACTIONS 85PRINCIPAL SHAREHOLDERS 86DESCRIPTION OF SHARE CA

137、PITAL 87SHARES ELIGIBLE FOR FUTURE SALE 95TAXATION 97ENFORCEABILITY OF CIVIL LIABILITIES 104UNDERWRITING 105EXPENSES RELATING TO THIS OFFERING 115LEGAL MATTERS 115EXPERTS 115WHERE YOU CAN FIND ADDITIONAL INFORMATION 116INDEX TO FINANCIAL STATEMENTS F-1 We and the Underwriters have not authorized any

138、one to provide any information or to make any representations otherthan those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which wehave referred you.If anyone provides you with different or inconsistent information,you should not rely on it.W

139、e are not,and the Underwriters are not,making an offer to sell these securities in any jurisdiction where the offer or sale is notpermitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permittedto make such offer or sale.For the avoidance

140、of doubt,no offer or invitation to subscribe for Ordinary Shares is made tothe public in the BVI.You should not rely upon any information about us that is not contained in this prospectus or in oneof our public reports filed with the Securities and Exchange Commission(“SEC”)and incorporated into thi

141、s prospectus.The information in this registration statement is not complete and is subject to change.No person should rely on theinformation contained in this document for any purpose other than participating in our proposed Offering,and only theprospectus dated hereof,is authorized by us to be used

142、 in connection with our proposed Offering.Our business,financialcondition,results of operations,and prospects may have changed since that date.No action is being taken in any jurisdiction outside the U.S.to permit a public offering of our securities or possession ordistribution of this prospectus in

143、 any such jurisdiction.Persons who come into possession of this prospectus in jurisdictionsoutside the U.S.are required to inform themselves about and to observe any restrictions about this Offering and thedistribution of this prospectus applicable to those jurisdictions.Until and including _,2024(t

144、he 25th days after the date of this prospectus),all dealers effecting transactions in thesesecurities,whether or not participating in this Offering,may be required to deliver a prospectus.This is in addition to a dealersobligation to deliver a prospectus when acting as an underwriter and with respec

145、t to an unsold allotment or subscription.i MARKET AND INDUSTRY DATA Certain market data and forecasts used throughout this prospectus were obtained from internal company surveys,market research,consultant surveys,reports of governmental and international agencies and industry publications and survey

146、s.Industry publicationsand third-party research,surveys and reports generally indicate that their information has been obtained from sources believed to bereliable.This information involves a number of assumptions and limitations,and you are cautioned not to give undue weight tosuch estimates.Our es

147、timates involve risks and uncertainties and are subject to change based on various factors,including thosediscussed under the heading“Risk Factors”in this prospectus.PRESENTATION OF FINANCIAL INFORMATION Unless otherwise indicated,all financial information contained in this prospectus is prepared an

148、d presented in accordance withgenerally accepted accounting principles in the United States of America(“U.S.GAAP”or“GAAP”).Certain amounts,percentages and other figures included in this prospectus have been subject to rounding adjustments.Accordingly,amounts,percentages and other figures shown as to

149、tals in certain tables or charts may not be the arithmetic aggregation of thosethat precede them,and amounts and figures expressed as percentages in the text may not total 100%or,when aggregated,may notbe the arithmetic aggregation of the percentages that precede them.ii CONVENTIONS THAT APPLY TO TH

150、IS PROSPECTUS Except where the context otherwise requires and for purposes of this prospectus only,references to:“Amended and Restated Memorandum and Articles of Association”refers to the current memorandum and articles ofassociation of PTL(as defined below),as amended on June 11,2024;“BVI”refers to

151、 the British Virgin Islands;“BVI Act”refers to the BVI Business Companies Act,2020(as amended);“CAGR”refers to compounded annual growth rate,the year-on-year growth rate over a specific period of time;“Controlling Shareholder”refers to PTLE Limited,a company incorporated under the laws of British Vi

152、rgin Islands;“Ordinary Shares”refers to the ordinary shares of PTL(as defined below)of no par value;“Frost&Sullivan Industry Information Sheet”or“Industry Information Sheet”refer to the industry sheet commissionedby us and prepared by Frost&Sullivan International Limited,or“Frost&Sullivan,”an indepe

153、ndent research firm,titled“Frost&Sullivan Industry Information Sheet”,to provide information regarding our industry and our market position inHong Kong;“FY2022”and“FY2023”refer to fiscal year ended December 31,2022 and 2023,respectively;“Hong Kong dollar(s)”,or“HK$”refer to the legal currency of Hon

154、g Kong;“Hong Kong”or“HK SAR”refers to the Hong Kong Special Administrative Region of the Peoples Republic of China;“Mainland China”refers to the mainland of the Peoples Republic of China;excluding Taiwan,Hong Kong and the MacauSpecial Administrative Regions of the Peoples Republic of China for the p

155、urposes of this prospectus only;“MOPS”refers to Mean of Platts Singapore,a common benchmark for pricing marine fuel that is widely used as astandard pricing model by industry participants in the Asia Pacific Region.“PTL”and“Company”refers to PTL Limited,a BVI business company with limited liability

156、incorporated under the lawsof BVI,and the holding company of our businesses;“Operating Subsidiary”or“Petrolink Hong Kong”refers to Petrolink Energy Limited,a company with limited liabilityincorporated under the laws of Hong Kong,and a wholly-owned subsidiary of PTL;“Petrolink Singapore”refers to Pet

157、rolink Energy Pte.Ltd.,a company with limited liability incorporated under the laws ofSingapore,and a wholly-owned subsidiary of PTL;“PRC”refer to the Peoples Republic of China,including Hong Kong and the Macau Special Administrative Regions ofthe Peoples Republic of China;“PRC government”are to the

158、 government and governmental authorities of Mainland China for the purposes of thisprospectus only;“SEC”refers to the United States Securities and Exchange Commission;“US$”,“$”,or“U.S.dollar(s)”refer to the legal currency of the United States;“U.S.”,or“United States”refers to the United States of Am

159、erica;“U.S.GAAP”refers to generally accepted accounting principles in the United States;and“We”,“Group”,“us”,“or“our”refer to PTL Limited,the BVI holding company that will issue the Ordinary Shares beingoffered,and its subsidiaries.We have made rounding adjustments to some of the figures included in

160、 this prospectus.Accordingly,numerical figures shown astotals in some tables may not be an arithmetic aggregation of the figures that preceded them.This prospectus contains information derived from various public sources and certain information from an industry reportcommissioned by us and prepared

161、by Frost&Sullivan,a third-party industry research firm,to provide information regarding ourindustry and market position.Industry publications,research,surveys,studies,and forecasts generally state that the informationthey contain has been obtained from sources believed to be reliable,but that the ac

162、curacy and completeness of such information isnot guaranteed.Industry data,projections and estimates are subject to inherent uncertainty as they necessarily require certainassumptions and judgments.If any one or more of the assumptions underlying the market data turns out to be incorrect,actualresul

163、ts may differ from the projections based on these assumptions.Neither we,the Underwriters nor any other party involved inthis offering has independently verified such information.Forecasts and other forward-looking information obtained from thesesources are subject to the same qualifications and unc

164、ertainties as the other forward-looking statements in this prospectus,and torisks due to a variety of factors,including those described under“Risk Factors.”These and other factors could cause results todiffer materially from those expressed in these forecasts and other forward-looking information.ii

165、i PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus.This summary is not complete anddoes not contain all of the information you should consider in making your investment decision.You should read the entireprospectus carefully before makin

166、g an investment in our Ordinary Shares.You should carefully consider,among other things,our consolidated financial statements and the related notes and the sections entitled“Risk Factors”and“ManagementsDiscussion and Analysis of Financial Condition and Results of Operations”included elsewhere in thi

167、s prospectus.Our Company Headquartered in Hong Kong,we are an established bunkering facilitator providing marine fuel logistics services for vesselrefueling,primarily container ships,bulk carriers,general cargo vessels,and chemical tankers.Targeting and serving the AsiaPacific market,we leverage our

168、 close relationships and partnership within our established network in the marine fuel logisticindustry,including the upstream suppliers and downstream customers,to provide a one-stop solution for vessel refueling.Through our Operating Subsidiary,Petrolink Energy Limited,we purchase marine fuel,incl

169、uding low sulfur fuel oil,high sulfurfuel oil and low sulfur marine gas oil,from our suppliers and arrange our suppliers to deliver marine fuel to our customersdirectly.As the bunkering facilitator,our services mainly involve(i)facilitating with our suppliers to supply fuel for the use byour custome

170、rs vessels at various ports along their voyages in the Asia Pacific region;(ii)arranging vessel refueling activities atcompetitive pricing to our customers;(iii)offering trade credit to our customers for vessel refueling;(iv)handling unforeseeablecircumstances faced by our customers and providing co

171、ntingency solutions to our customers in a timely manner;and(v)handling disputes,mainly in relation to quality and quantity issues on marine fuel,if any.Our operations are conducted in Hong Kong and substantially all of our revenue has been generated by our Operating Subsidiaryin Hong Kong.We do not

172、require any permits and licenses for the operation of our business,instead,we rely on the permits andlicenses of our suppliers for the actual delivery of marine fuel at each port.Geographically,in terms of the delivery locations atwhich the marine fuel is delivered to our customers,nearly all of our

173、 revenue(93.2%and 95.3%of our revenue for the fiscalyears ended December 31,2023 and 2022,respectively)were generated by the marine fuel delivery to customers in Hong Kongports.Other delivery locations include United Arab Emirates,Singapore,Saudi Arabia,and mainland China,and all of thetransactions

174、for marine fuel delivery and vessel refueling activities in these locations have been booked through and concludedby our Operating Subsidiary in Hong Kong.For the fiscal years ended December 31,2023 and 2022,0.6%and 3.2%of ourrevenue were generated by the marine fuel delivery to customers in the mai

175、nland China port,respectively,and none of thesecustomers were mainland Chinese companies and all of such transactions are booked through and concluded in Hong Kong,instead of in mainland China.According to the industrial data provided by F&S,we had an estimated market share of approximately 2.7%and

176、0.8%respectively in terms of volume of fuel oil and gas oil supplied to operators in Hong Kong for the year ended December 31,2023.Through strategic utilization of our available working capital resources,we have successfully achieved significantbusiness growth.For the years ended December 31,2023 an

177、d 2022,our customers mainly consist of end-users and trading houses.Our fivelargest customers contributed 44.3%and 44.3%respectively to our revenue for the years ended December 31,2023 and 2022.We recorded an increase in revenue from approximately$74,817,208 for the year ended December 31,2022 to ap

178、proximately$102,106,509 for the year ended December 31,2023,representing an increase of approximately 36.5%,while the volume ofmarine fuel supplied by us increased from 98,013 metric tons for the year ended December 31,2022 to approximately 163,738metric tons for the year ended December 31,2023.Our

179、cost of revenue mainly represented the marine fuel cost and other costsmainly including the agency fee,barging fee,cancellation charges and survey fee.Our cost of revenue increased by$26,486,642,or 35.9%,from$73,703,892 for the year ended December 31,2022 to$100,190,534 for the year ended December31

180、,2023,which was mainly due to the increase in our marine fuel costs and in line with the increase in our revenue.Competitive Strengths We believe that the following competitive strengths contribute to our success and differentiate us from our competitors:Proven track record and the trusted reputatio

181、n of smooth and reliable marine fuel logistics service Strong presence in Hong Kong with geographically diverse operations Strong relationships with suppliers;and Economies of scale as a bulk purchaser Business Strategies We plan to grow our business by upgrading our current operations and expand ou

182、r operations to markets outside Hong Kong bypursuing the following business strategies:Enhancing our sales network globally and establishing our presence in Singapore;Acquisitions of bunkering tankers;Use our increased capital base to accelerate growth and enhance profitability;Establish risk hedgin

183、g policy and mechanism;and Pursue strategic alliances and select acquisition opportunities.1 Corporate History and Structure We are offering 1,250,000 Ordinary Shares,representing 10%of the Ordinary Shares issued and outstanding followingcompletion of the Offering,assuming the underwriter do not exe

184、rcise the over-allotment option.Following this Offering,assuming that the underwriters do not exercise their over-allotment option,10%of the Ordinary Shares of the Company will beheld by public shareholders.The following diagram illustrates our corporate structure,including our subsidiaries andconso

185、lidated affiliated entities,as of the date of the prospectus and after this Offering(assuming no exercise of the over-allotment option by the underwriters):PTL Limited(“PTL”)was incorporated as a BVI business company with limited liability on December 29,2023 under the lawsof the BVI.In connection w

186、ith the incorporation,on the same date of its incorporation,PTL Limited issued a total of 1 share ofits Ordinary Shares to its sole shareholder,PTLE Limited,at the consideration of US$1.On July 11,2024,the Companyeffectuated a share split of its issued and outstanding shares at a ratio of 11,250,000

187、 for one(the“Share Split”),so that therewere 11,250,000 Ordinary Shares issued and outstanding post-Share Split.From a British Virgin Islands legal perspective,theShare Split does not have any retroactive effect on our shares prior to the effective date.However,references to our OrdinaryShares in th

188、is prospectus are presented on a post-Share Split basis,or as having been retroactively adjusted and restated to giveeffect to the Share Split,as if the Share Split had occurred by the relevant earlier date.As of the date of this prospectus,PTL is authorized to issue unlimited shares of single class

189、 with no par value,of which11,250,000 Ordinary Share is currently issued and outstanding as of the date of the prospectus.PTL has no material operation ofits own,and we conduct operations through its wholly-owned Operating Subsidiary,namely Petrolink Energy Limited.Petrolink Energy Limited(“Petrolin

190、k Hong Kong”)was incorporated on June 21,2013,under the laws of Hong Kong.PetrolinkEnergy Limited is a wholly owned subsidiary of PTL and is our main operating entity.Petrolink Energy Pte.Ltd.(“Petrolink Singapore”)was incorporated on February 5,2024,under the laws of Singapore.PetrolinkSingapore is

191、 a wholly owned subsidiary of PTL,for the purpose of establishing a representative office in Singapore to conductmarketing and sales support in Singapore.Since its incorporation,and as of the date of the prospectus,Petrolink Singapore hasnot had any operation.Transfers of Cash to and from Our Subsid

192、iary PTL has no operations of its own.It conducts its operations in Hong Kong through our Operating Subsidiary.PTL may rely ondividends or payments to be paid by our Operating Subsidiary to fund its cash and financing requirements,including the fundsnecessary to pay dividends and other cash distribu

193、tions to our shareholders and U.S.investors,to service any debt we may incurand to pay our operating expenses.If our Operating Subsidiary incurs debt on their own behalf in the future,the instrumentsgoverning the debt may restrict their ability to pay dividends or make other distributions to us.Cash

194、 is transferred through ourorganization in the following manner:(i)funds are transferred from PTL,our holding company incorporated in BVI,to ourOperating Subsidiary in Hong Kong,our intermediate holding company,in the form of capital contributions or loans,as the casemay be;and(ii)dividends or other

195、 distributions may be paid by our Operating Subsidiary in Hong Kong to PTL.There is no restriction under the BVI Act on the amount of funding that PTL may provide to its subsidiary in Hong Kong(i.e.,PTL to Operating Subsidiary)through loans or capital contributions,provided that such provision of fu

196、nds is in the best interestsof,and of commercial benefit to,PTL.The Operating Subsidiary is also permitted under the laws of Hong Kong,to providefunding to PTL,through dividend distributions or payments,without restrictions on the amount of the funds.2 There are no restrictions or limitation on our

197、ability to distribute earnings by dividends from our Operating Subsidiary inHong Kong to the Company and our shareholders and U.S.investors,provided that the entity remains solvent after suchdistribution.Subject to the BVI Act and our Amended and Restated Memorandum and Articles of Association,our b

198、oard ofdirectors may,by resolutions of directors,authorize and declare a dividend to shareholders from time to time and of an amountthey deem fit if they are satisfied,on reasonable grounds,that immediately after the distribution,the value of our assets willexceed our liabilities,and we will be able

199、 to satisfy our debts as they fall due.According to the Companies Ordinance(Chapter 622 of the Laws of Hong Kong),a company may only make a distribution out of profits available for distribution.Other than the above,we did not adopt or maintain any cash management policies and procedures as of the d

200、ate of thisprospectus.Under the current practice of the Inland Revenue Department of Hong Kong,no tax is payable in Hong Kong in respect ofdividends paid by us.There are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of Hong Kong dollar intoforeign currencies an

201、d the remittance of currencies out of Hong Kong,nor is there any restriction on any foreign exchange totransfer cash between PTL and its subsidiary,across borders and to U.S.investors,nor there is any restrictions and limitations todistribute earnings from the subsidiary,to PTL and U.S.investors and

202、 amounts owed.See“Regulations”on page 74 and“Dividend Policy”on page 51.As further advised by our PRC Counsel,China Commercial Law Firm,the laws and regulations of the PRC do not currentlyhave any material impact on the transfer of cash from PTL to the Operating Subsidiary or from the Operating Subs

203、idiary to PTL,our shareholders and the U.S.investors.However,in the future,funds may not be available to fund operations or for other useoutside of Hong Kong,due to interventions in,or the imposition of restrictions and limitations on,our ability or on oursubsidiarys ability by the PRC government to

204、 transfer cash.Any limitation on the ability of our subsidiary to make payments tous could have a material adverse effect on our ability to conduct our business and might materially decrease the value of ourOrdinary Shares or cause them to be worthless.Furthermore,the PRC government may,in the futur

205、e,impose restrictions or limitations on our ability to transfer money out ofHong Kong,to distribute earnings and pay dividends to and from the other entities within our organization,or to reinvest in ourbusiness outside of Hong Kong.Such restrictions and limitations,if imposed in the future,may dela

206、y or hinder the expansion ofour business to outside of Hong Kong and may affect our ability to receive funds from our Operating Subsidiary in Hong Kong.The promulgation of new laws or regulations,or the new interpretation of existing laws and regulations,in each case,thatrestrict or otherwise unfavo

207、rably impact the ability or way we conduct our business,could require us to change certain aspects ofour business to ensure compliance,which could decrease demand for our services,reduce revenues,increase costs,require us toobtain more licenses,permits,approvals or certificates,or subject us to addi

208、tional liabilities.To the extent any new or morestringent measures are required to be implemented,our business,financial condition and results of operations could be adverselyaffected and such measured could materially decrease the value of our Ordinary Shares,potentially rendering it worthless.PTL,

209、our BVI holding company,since its incorporation on December 29,2023,has not declared or made any dividend or otherdistribution to its shareholders,including U.S.investors,in the past,nor have any dividends or distributions been made by oursubsidiaries to the BVI holding company.Furthermore,no paymen

210、ts of any kind(including transfers,capital contributions andloans)have been made between PTL and its subsidiaries,or by the Operating Subsidiary to PTL.For FY 2022 and FY2023,ourOperating Subsidiary has not declared any dividends to its then shareholders,before the incorporation of PTL.If we determi

211、ne to pay dividends on any of our Ordinary Shares in the future,as a holding company,we will be dependent onreceipt of funds from our Operating Subsidiary by way of dividend payments.We do not have any present plan to declare or payany dividends on our Ordinary Shares in the foreseeable future.We cu

212、rrently intend to retain all available funds and futureearnings,if any,for the operation and expansion of our business and do not anticipate declaring or paying any dividends in theforeseeable future.Any future determination related to our dividend policy will be made at the discretion of our board

213、ofdirectors after considering our financial condition,results of operations,capital requirements,contractual requirements,businessprospects and other factors the board of directors deems relevant,and subject to the restrictions contained in any future financinginstruments.See“Risk Factors Risks rela

214、ted to our corporate structure We rely on dividends and other distributions onequity paid by our subsidiaries to fund any cash and financing requirements we may have.In the future,funds may not beavailable to fund operations or for other uses outside of Hong Kong,due to interventions in,or the impos

215、ition of restrictions andlimitations on,our ability or our subsidiary by the PRC government to transfer cash.Any limitation on the ability of oursubsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business and mightmaterially decrease the value of o

216、ur Ordinary Shares or cause them to be worthless.”on page 38 for more information.3 Risk Factors Summary Investing in our Ordinary Shares involves significant risks.You should carefully consider all of the information in thisprospectus before making an investment in our Ordinary Shares.Below please

217、find a summary of the principal risks we face,organized under relevant headings.These risks are discussed more fully in the section titled“Risk Factors”.The following is asummary of what we view as our most significant risk factors:Risks Relating to Our Business and Operations We are materially depe

218、ndent on our suppliers for the supply of marine fuel during FY2023 and FY2022,and anydisruption,non-performance and delayed performance of these suppliers may adversely affect our operations andsubstantially impact our financial results.We rely on our suppliers from which we purchase marine fuel to

219、provide trade credit terms to adequately fund our on-going operations,any reduction or termination of trade credit from our suppliers would adversely affect our business.We are susceptible to the fluctuations in marine fuel price.Any volatility in marine fuel price may adversely affect ourworking ca

220、pital requirements and financial condition.The industry in which we operate is competitive,and there can be no assurance that we can compete successfully in thefuture and adequately address the downward pricing pressure.Our profitability is susceptible to the volatility and uncertainties in demand a

221、nd supply for marine fuel.We may fail toaggregate sufficient demand from our customers to negotiate a favorable price of marine fuel from our suppliers andthis would adversely affect our business,financial condition and results of operations.We generally do not enter any long-term contracts with our

222、 customers,we may not be able to maintain a stable sourceof revenue generated,and we cannot assume that our customers will continue to use our vessel refueling services,norcan we accurately forecast future orders from our customers.We derive a significant portion of our revenue from few major custom

223、ers with whom we do not enter into long-termcontracts,and therefore,any significant changes in our relationships with our major customers,the loss of one or moreof which,or significant decrease in the number of our engagement may materially and adversely affect our business,financial condition,and r

224、esults of operations.We extend trade credit to most of our customers.As such,we may be exposed to the credit risks of our customers whileremaining subject to satisfying payment obligations to our suppliers,and our financial position and results of operationsmay diminish if we are unable to collect t

225、rade receivable.The failure of delivery of marine fuel timely to our customers,which would adversely affect our reputation,business,financial condition,and results of operations.Material disruptions in the availability or supply of marine fuel would have an adverse effect on our business,financialco

226、ndition,and results of operations.The marine fuel that we purchase from our suppliers may fail to meet the contractual specifications that we have agreedto supply to our customers and,as a result,we could lose business from those customers and be subject to claims orother liabilities,and it would ha

227、ve an adverse effect on our business,financial condition and results of operations.4 Our management team lacks experience in managing a U.S.public company and complying with laws applicable tosuch company,the failure of which may adversely affect our business,financial condition and results of opera

228、tions.We are dependent on our senior management team and other key employees,and the loss of any such personnel couldmaterially and adversely affect our business,operating results and financial condition.Any negative publicity with respect to the Company,the Operating Subsidiaries,our directors,offi

229、cers,employees,shareholders,or other beneficial owners,our peers,business partners,or our industry in general,may materially andadversely affect our reputation,business,and results of operations.We may be subject to disputes,legal proceedings,and proceedings and may not always be successful in defen

230、dingourselves against such claims or proceedings.Fluctuations in foreign exchange rates could materially affect our financial condition and results of operations.Laws,regulations,technological,political,and scientific developments regarding climate change and fuel efficiencymay decrease demand for t

231、he fuels we distribute,and the failure to adapt to market trends in the bunkering industrywould adversely affect our business.Our business is subject to various laws and regulations around the world;failure to comply with these provisions,aswell as any adverse changes in applicable laws and regulati

232、ons in relation to us,our suppliers and customers,mayrestrict or prevent us from doing business in certain countries or jurisdictions,require us to incur additional costs inoperating our business or otherwise materially adversely affect our business.Information technology failures and data security

233、breaches would have an adverse effect on our business,financialcondition and results of operations.Natural disasters,acts of God,wars,epidemics and other events may adversely affect our business operations,financialcondition and results of operations.The demand for our services is easily affected by

234、 unpredictable factors,and our results of operations can be affected bycritical factors associated with the demand for marine fuel,such as the changes in the global and regional economic,financial and political conditions and the level of international trade.A decline in international trade would ad

235、verselyaffect our business,financial condition and results of operations.Our business operations may be materially adversely affected by negative impacts on the global economy,capitalmarkets,or other geopolitical conditions resulting from the recent invasion of Ukraine by Russia and subsequentsancti

236、ons against Russia,Belarus,and related individuals and entities.Current volatility remains in the crude oil,fuel,and the marine fuel markets around the globe.Risks Relating to Doing Business in Hong Kong All of our operations are in Hong Kong.However,due to the long-arm application of the current PR

237、C laws andregulations,the PRC government may exercise significant direct oversight and discretion over the conduct of ourbusiness and may intervene or influence our operations,which could result in a material change in our operationsand/or the value of our Ordinary Shares.Our Operating Subsidiary in

238、 Hong Kong may be subject to certain PRC lawsand regulations,which may impair our ability to operate profitably and result in a material negative impact on ouroperations and/or the value of our Ordinary Shares.Furthermore,the changes in the policies,laws,regulations,rules,and the enforcement of laws

239、 of Mainland China may also occur quickly with little advance notice and our assertionsand beliefs of the risk imposed by the Mainland China legal and regulatory system cannot be certain.5 There remain some uncertainties as to whether we will be required to obtain approvals from the PRC authorities

240、to liston the U.S.exchanges and offer securities in the future,and if required,we cannot assure you that we will be able toobtain such approval.We may become subject to a variety of PRC laws and other obligations regarding data security inrelation to offerings that are conducted overseas,and any fai

241、lure to comply with applicable laws and obligations couldhave a material and adverse effect on our business,financial condition and results of operations and may hinder ourability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares tosignificantly de

242、cline or be worthless.Compliance with Hong Kongs Personal Data(Privacy)Ordinance and any such other existing or future data privacyrelated laws,regulations and governmental orders may entail significant expenses and could materially affect ourbusiness.If the PRC government chooses to extend the over

243、sight and control over offerings that are conducted overseas and/orforeign investment in Mainland China-based issuers to Hong Kong-based issuers,such action may significantly limit orcompletely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of ourOr

244、dinary Shares to significantly decline or be worthless.The enactment of the law of the PRC on Safeguarding National Security in the Hong Kong Special AdministrativeRegion(the“Hong Kong National Security Law”)could impact our Hong Kong subsidiaries,which representsubstantially all of our business.The

245、 enforcement of laws and rules and regulations in PRC can change quickly with little advance notice.Additionally,the PRC laws and regulations and the enforcement of such that apply or are to be applied to Hong Kong can changequickly with little or no advance notice.As a result,the Hong Kong legal sy

246、stem embodies uncertainties which couldlimit the availability of legal protections,which could result in a material change in our Operating Subsidiarysoperations and/or the value of the securities we are offering.There are political risks associated with conducting business in Hong Kong.Because our

247、business is conducted in Hong Kong dollars and the price of our Ordinary Shares is quoted inUnited States dollars,changes in currency conversion rates may affect the value of your investments.Risks Relating to Our Corporate Structure Our corporate actions will be substantially controlled by our Cont

248、rolling Shareholder,PTLE Limited,which will havethe ability to control or exert significant influence over important corporate matters that require approval ofshareholders,which may deprive you of an opportunity to receive a premium for your Ordinary Shares and materiallyreduce the value of your inv

249、estment.Additionally,we may be deemed to be a“controlled company”and may followcertain exemptions from certain corporate governance requirements that could adversely affect our public shareholders We rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and fi

250、nancingrequirements we may have.In the future,funds may not be available to fund operations or for other uses outside ofHong Kong,due to interventions in,or the imposition of restrictions and limitations on,our ability or our subsidiary bythe PRC government to transfer cash.Any limitation on the abi

251、lity of our subsidiaries to make payments to us couldhave a material adverse effect on our ability to conduct our business and might materially decrease the value of ourOrdinary Shares or cause them to be worthless.You may incur additional costs and procedural obstacles in effecting service of legal

252、 process,enforcing foreignjudgments or bringing actions in Hong Kong against us or our management named in this prospectus based onHong Kong laws.You may face difficulties in protecting your interests,and your ability to protect your rights through U.S.courts may belimited,because we are incorporate

253、d under BVI law.6 Risks Relating to our Ordinary Shares and this Offering Our Ordinary Shares may be prohibited from being traded on a national exchange under the Holding ForeignCompanies Accountable Act if the PCAOB is unable to inspect our auditors.The delisting of our Ordinary Shares,orthe threat

254、 of their being delisted,may materially and adversely affect the value of your investment.Furthermore,onJune 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act,which was signedinto law on December 29,2022,amending the HFCAA to require the SEC to prohibit an issu

255、ers securities from tradingon any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead ofthree.There has been no public market for our Ordinary Shares prior to this Offering,and you may not be able to resell ourOrdinary Shares at or above the price

256、 you paid,or at all.We may experience extreme stock price volatility unrelated to our actual or expected operating performance,financialcondition or prospects,making it difficult for prospective investors to assess the rapidly changing value of our OrdinaryShares.Our Ordinary Shares may be thinly tr

257、aded and you may be unable to sell at or near ask prices or at all if you need to sellyour shares to raise money or otherwise desire to liquidate your shares.You will experience immediate and substantial dilution in the net tangible book value of Ordinary Shares purchased.Shares eligible for future

258、sale may adversely affect the market price of our Ordinary Shares,as the future sale of asubstantial amount of issued and outstanding Ordinary Shares in the public marketplace could reduce the price of ourOrdinary Shares.We have broad discretion in the use of the net proceeds from this Offering and

259、may not use them effectively.Our existing shareholders that are not included in this registration statement will be able to sell their Ordinary Sharesafter completion of this Offering subject to restrictions under the Rule 144.If we cannot satisfy,or continue to satisfy,the initial listing requireme

260、nts and other rules of Nasdaq Capital Market,although we are exempt from certain corporate governance standards applicable to US issuers as a Foreign PrivateIssuer,our Ordinary Shares may not be listed or may be delisted,which could negatively impact the price of ourOrdinary Shares and your ability

261、to sell them.We are an“emerging growth company,”and the reduced disclosure requirements applicable to emerging growthcompanies may make our Ordinary Shares less attractive to investors.We will incur increased costs as a result of being a public company,particularly after we cease to qualify as aneme

262、rging growth company.We are a“foreign private issuer”and a BVI company,and our disclosure obligations differ from those of U.S.domesticreporting companies.As a result,we may not provide you the same information as U.S.domestic reporting companiesor we may provide information at different times,which

263、 may make it more difficult for you to evaluate ourperformance and prospects.Regulatory Development in the PRC We are a holding company incorporated in the BVI with all of the operations conducted by our Operating Subsidiary inHong Kong.We currently do not have,nor do we currently intend to establis

264、h,any subsidiary nor do we plan to enter into anycontractual arrangements to establish a VIE structure with any entity in Mainland China.Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected inthe Basic Law,which serves as Hong Ko

265、ngs constitution.The Basic Law provides Hong Kong with a high degree of autonomyand executive,legislative and independent judicial powers,including that of final adjudication under the principle of“onecountry,two systems”.Accordingly,we believe that the PRC laws and regulations on cybersecurity,data

266、 security,and theoversight and control over overseas securities offerings do not currently have any material impact on our business,financialcondition or results of operations.However,there is no assurance that there will not be any changes in the economic,politicaland legal environment in Hong Kong

267、 in the future.We are aware that,in recent years,the PRC government initiated a series of regulatory actions and statements to regulatebusiness operations in certain areas in Mainland China with little advance notice,including cracking down on illegal activities inthe securities market,enhancing sup

268、ervision over Mainland China-based companies listed overseas using a variable interestentity structure,adopting new measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.This indicated the PRC governments intent to exert more oversight and contr

269、ol over offerings that areconducted overseas and/or foreign investments in Mainland China-based issuers.Since these statements and regulatory actionsare relatively new,it is highly uncertain how soon the legislative or administrative regulation-making bodies will respond andwhat existing or new laws

270、 or regulations or detailed implementations and interpretations will be modified or promulgated,if any.It is also highly uncertain what the potential impact such modified or new laws and regulations will have on our daily businessoperation,its ability to accept foreign investments,and the listing of

271、 our Ordinary Shares on a U.S.or other foreign exchanges.These actions could result in a material change in our operations and/or the value of our Ordinary Shares and could significantlylimit or completely hinder our ability to offer or continue to offer our Ordinary Shares to investors.7 Cybersecur

272、ity review On August 20,2021,the 30th meeting of the Standing Committee of the 13th National Peoples Congress voted and passed the“Personal Information Protection Law of the Peoples Republic of China”,or“PRC Personal Information Protection Law”,which became effective on November 1,2021.The PRC Perso

273、nal Information Protection Law applies to the processing ofpersonal information of natural persons within the territory of Mainland China that is carried out outside of Mainland Chinawhere(i)such processing is for the purpose of providing products or services for natural persons within Mainland Chin

274、a,(ii)such processing is to analyze or evaluate the behavior of natural persons within Mainland China,or(iii)there are any othercircumstances stipulated by related laws and administrative regulations.On December 24,2021,the CSRC together with other relevant government authorities in Mainland China i

275、ssued the Provisionsof the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies(Draft forComments),and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies(Draft forComments)(“Draft Overseas Listing Regulations

276、”).The Draft Overseas Listing Regulations require that Overseas Issuance andListing shall complete the filing procedures of and submit the relevant information to the CSRC.The Overseas Issuance andListing include direct and indirect issuance and listing.Where an enterprise whose principal business a

277、ctivities are conducted inMainland China seeks to issue and list its shares in the name of an Overseas Issuer on the basis of the equity,assets,income orother similar rights and interests of the relevant Mainland China domestic enterprise,such activities shall be deemed an IndirectOverseas Issuance

278、and Listing under the Draft Overseas Listing Regulations.On December 28,2021,the CAC jointly with the relevant authorities formally published the Measures which took effect onFebruary 15,2022 and replaced the former Measures for Cybersecurity Review(2020)issued on July 10,2021.The Measuresprovide th

279、at operators of critical information infrastructure purchasing network products and services,and online platformoperators carrying out data processing activities that affect or may affect national security(together with the operators of criticalinformation infrastructure,the“Operators”),shall conduc

280、t a cybersecurity review,and that any online platform operator whocontrols more than one million users personal information must go through a cybersecurity review by the cybersecurity reviewoffice if it seeks to be listed in a foreign country.The publication of the Measures expands the application s

281、cope of thecybersecurity review to cover data processors and indicates greater oversight by the CAC over data security,which may impactour business and this Offering in the future.Our Operating Subsidiary may collect and store data(including certain personal information)from their customers,some ofw

282、hom may be individuals in Mainland China,in connection with our business and operations and for“Know Your Customers”purposes(to combat money laundering).As advised by our PRC Counsel,China Commercial Law Firm,we do not expect theMeasures to have an impact on our business,operations or this Offering,

283、given that(i)our Operating Subsidiary is incorporatedin Hong Kong(ii)we have no subsidiary,VIE structure nor any direct operations in Mainland China,and(iii)pursuant to theBasic Law,which is a national law of the PRC and the constitutional document for Hong Kong,national laws of the MainlandChina sh

284、all not be applied in Hong Kong except for those listed in Annex III of the Basic Law(which is confined to lawsrelating to defense and foreign affairs,as well as other matters outside the autonomy of Hong Kong).As further advised by ourPRC Counsel,China Commercial Law Firm,we believe that our Operat

285、ing Subsidiary will not be deemed to be an“Operator”required to file for cybersecurity review before listing in the United States,because(i)our Operating Subsidiary wasincorporated in Hong Kong and operates in Hong Kong without any subsidiary or VIE structure in Mainland China and each ofthe Measure

286、s,the PRC Personal Information Protection Law and the Draft Overseas Listing Regulations do not clearly providewhether it shall be applied to a company based in Hong Kong;(ii)as of date of this prospectus,our Operating Subsidiary has inaggregate collected and stored personal information of less than

287、 one million users;(iii)all of the data our Operating Subsidiaryhas collected is stored in servers located in Hong Kong;and(iv)as of the date of this prospectus,our Operating Subsidiary hasnot been informed by any PRC governmental authority of any requirement that it files for a cybersecurity review

288、 or a CSRCreview.Therefore,we do not believe we are covered by the permission requirements from CSRC or CAC.8 Data Security Law The PRC Data Security Law(the“Data Security Law”or“DSL”),which was promulgated by the Standing Committee of theNational Peoples Congress on June 10,2021 and took effect on

289、September 1,2021,requires data collection to be conducted in alegitimate and proper manner,and stipulates that,for the purpose of data protection,data processing activities must be conductedbased on data classification and hierarchical protection system for data security.According to Article 2 of th

290、e Data Security Law,DSL applies to data processing activities within the territory of Mainland China as well as data processing activities conductedoutside the territory of Mainland China which jeopardize the national interest or the public interest of PRC or the rights andinterest of any PRC organi

291、zation and citizens.Any entity failing to perform the obligations provided in the Data Security Lawmay be subject to orders to correct,warnings and penalties including ban or suspension of business,revocation of businesslicenses or other penalties.As of the date of this prospectus,we do not have any

292、 operation or maintain any office or personnel inMainland China,and we have not conducted any data processing activities which may endanger the national interest or thepublic interest of PRC or the rights and interest of any PRC organization and citizens.Therefore,as advised by our PRCCounsel,China

293、Commercial Law Firm,we do not believe that the Data Security Law is applicable to us.CSRC Filing or approval On August 8,2006,six PRC regulatory agencies jointly adopted the Regulations on Mergers and Acquisitions of DomesticEnterprises by Foreign Investors(the“M&A Rules”),which came into effect on

294、September 8,2006 and were amended onJune 22,2009.The M&A Rules requires that an offshore special purpose vehicle formed for overseas listing purposes andcontrolled directly or indirectly by the PRC Citizens shall obtain the approval of the CSRC prior to overseas listing and tradingof such special pu

295、rpose vehicles securities on an overseas stock exchange.Based on our understanding of the Chinese laws andregulations currently in effect at the time of this prospectus,we will not be required to submit an application to the CSRC for itsapproval of this Offering and the listing and trading of our Or

296、dinary Shares on the Nasdaq under the M&A Rules.However,there remains some uncertainty as to how the M&A Rules will be interpreted or implemented,and the opinions summarizedabove are subject to any new laws,rules and regulations or detailed implementations and interpretations in any form relating to

297、the M&A Rules.We cannot assure you that relevant PRC government agencies,including the CSRC,would reach the sameconclusion.The General Office of the Central Committee of the Communist Party of China and the General Office of the State Counciljointly issued the Opinions on Strictly Cracking Down on I

298、llegal Securities Activities(“Opinions”),which were made availableto the public on July 6,2021.The Opinions emphasized the need to strengthen the administration over illegal securitiesactivities,and the need to strengthen the supervision over overseas listings by PRC-based companies.Pursuant to the

299、Opinions,Chinese regulators are required to accelerate rulemaking related to the overseas issuance and listing of securities,and update theexisting laws and regulations related to data security,cross-border data flow,and management of confidential information.Numerous regulations,guidelines and othe

300、r measures are expected to be adopted under the umbrella of or in addition to theCybersecurity Law and Data Security Law.As of the date of this prospectus,no official guidance or related implementation ruleshave been issued.As a result,the Opinions on Strictly Cracking Down on Illegal Securities Act

301、ivities remain unclear on howthey will be interpreted,amended and implemented by the relevant PRC governmental authorities.9 On December 24,2021,the CSRC,together with other relevant PRC government authorities issued the Draft Overseas ListingRegulations.The Draft Overseas Listing Regulations requir

302、es that Overseas Issuance and Listing shall complete the filingprocedures of and submit the relevant information to CSRC.The Overseas Issuance and Listing includes direct and indirectissuance and listing.Where an enterprise whose principal business activities are conducted in PRC seeks to issue and

303、list itsshares in the name of an Overseas Issuer on the basis of the equity,assets,income or other similar rights and interests of therelevant PRC domestic enterprise,such activities shall be deemed an Indirect Overseas Issuance and Listing under the DraftOverseas Listing Regulations.On February 17,

304、2023,the CSRC released the Trial Measures and five supporting guidelines,which came into effect onMarch 31,2023.According to the Trial Measures,among other requirements,(1)domestic companies that seek to offer or listsecurities overseas,both directly and indirectly,should fulfill the filing procedur

305、es with the CSRC;if a domestic company failsto complete the filing procedures,such domestic company may be subject to administrative penalties;(2)where a domesticcompany seeks to indirectly offer and list securities in an overseas market,the issuer shall designate a major domestic operatingentity re

306、sponsible for all filing procedures with the CSRC,and such filings shall be submitted to the CSRC within three businessdays after the submission of the overseas offering and listing application.On the same day,the CSRC also held a pressconference for the release of the Trial Measures and issued the

307、Notice on Administration for the Filing of Overseas Offering andListing by Domestic Companies,which clarifies that(1)on or prior to the effective date of the Trial Measures,domesticcompanies that have already submitted valid applications for overseas offering and listing but have not obtained approv

308、al fromoverseas regulatory authorities or stock exchanges may reasonably arrange the timing for submitting their filing applicationswith the CSRC,and must complete the filing before the completion of their overseas offering and listing;(2)a six-monthtransition period will be granted to domestic comp

309、anies which,prior to the effective date of the Trial Measures,have alreadyobtained the approval from overseas regulatory authorities or stock exchanges,but have not completed the indirect overseaslisting;if domestic companies fail to complete the overseas listing within such six-month transition per

310、iod,they shall file withthe CSRC according to the requirements;and(3)the CSRC will solicit opinions from relevant regulatory authorities andcomplete the filing of the overseas listing of companies with contractual arrangements which duly meet the compliancerequirements,and support the development an

311、d growth of these companies.Since recent statements,laws and regulatory actions by the PRC government are newly published,their interpretation,application and enforcement of unclear and there also remains significant uncertainty as to the enactment,interpretation andimplementation of other regulator

312、y requirements related to overseas securities offerings and other capital markets activities.Italso remains uncertain whether the PRC government will adopt additional requirements or extend the existing requirements toapply to our Operating Subsidiary located in Hong Kong.It is also uncertain whethe

313、r the Hong Kong government will bemandated by the PRC government,despite the constitutional constraints of the Basic Law,to control over offerings conductedoverseas and/or foreign investment of entities in Hong Kong,including our Operating Subsidiary.Any actions by the PRCgovernment to exert more ov

314、ersight and control over offerings(including of businesses whose primary operations are inHong Kong)that are conducted overseas and/or foreign investments in Hong Kong-based issuers could significantly limit orcompletely hinder our ability to offer or continue to offer securities to investors.If the

315、re is significant change to current politicalarrangements between Mainland China and Hong Kong,or the applicable laws,regulations,or interpretations change,and,insuch event,if we are required to obtain such approvals in the future and we do not receive or maintain the approvals or is deniedpermissio

316、n from Mainland China or Hong Kong authorities,we will not be able to list our Ordinary Shares on a U.S.exchange,or continue to offer securities to investors,which would materially affect the interests of the investors and cause significant thevalue of our Ordinary Shares significantly decline or be

317、 worthless.As of the date of this prospectus,we have no operations in Mainland China.Our Operating Subsidiary is located,and operates,in Hong Kong,a special administrative region of the PRC.As advised by our PRC Counsel,China Commercial Law Firm,webelieve that the PRC government does not exert direc

318、t influence and discretion over the manner we conduct our businessactivities in Hong Kong,outside of Mainland China,as of the date of this prospectus.We do not expect to be materially affectedby recent statements by the PRC government indicating an intent to exert more oversight and control over off

319、erings that areconducted overseas and/or foreign investment in Mainland China-based issuers,particularly,on listed overseas using VIEstructure as we do not currently have any VIE or contractual arrangements in Mainland China.10 However,as advised by our PRC Counsel,China Commercial Law Firm,it remai

320、ns uncertain whether the PRC government willadopt additional requirements or extend the existing requirements to apply to our Operating Subsidiary located in Hong Kong.Itis also uncertain whether the Hong Kong government will be mandated by the PRC government,despite the constitutionalconstraints of

321、 the Basic Law,to control over offerings conducted overseas and/or foreign investment of entities in Hong Kong,including our Operating Subsidiary.In light of PRCs recent expansion of authority in Hong Kong,there are risks anduncertainties which we cannot foresee for the time being,and rules,regulati

322、ons and the enforcement of laws in PRC can changequickly with little or no advance notice.The PRC government may intervene or influence the current and future operations inHong Kong at any time,or may exert more oversight and control over offerings conducted overseas and/or foreign investment inissu

323、ers likes us.Any actions by the PRC government to exert more oversight and control over offerings(including of businesseswhose primary operations are in Hong Kong)that are conducted overseas and/or foreign investments in Hong Kong-basedissuers could significantly limit or completely hinder our abili

324、ty to offer or continue to offer securities to investors and cause thevalue of our securities to significantly decline or be worthless.Permission required from Hong Kong and PRC authorities We have been advised by David Fong&Co.,our counsel as to the laws of Hong Kong,that based on their understandi

325、ng of thecurrent Hong Kong laws,as of the date of this prospectus,PTL and our Operating Subsidiary are not required to obtain anypermissions or approvals from Hong Kong authorities before listing in the United States and issuing our Ordinary Shares toforeign investors.No such permissions or approval

326、s have been applied for by the Company and/or its subsidiaries or denied byany relevant authorities.As of the date of this prospectus,apart from business registration certificates,PTL and our OperatingSubsidiary are not required to obtain any permission or approval from Hong Kong authorities to oper

327、ate our business.Our HongKong Operating Subsidiary has received all requisite permissions or approvals from the Hong Kong authorities to operate theirbusiness in Hong Kong,including but not limited to their business registration certificates.As advised by our PRC Counsel,China Commercial Law Firm,as

328、 of the date of this prospectus,based on PRC laws andregulations effective as of the date of this prospectus,the Company is not required to obtain permissions or approvals from anyPRC authorities before listing in the United States,including the filings under the Trial Measure,and to issue our Ordin

329、aryShares to foreign investors or operate our business as currently conducted,including the CSRC,the CAC,or any othergovernmental agency that is required to approve our operations,because(i)the CSRC currently has not issued any definitiverule or interpretation concerning whether offerings like ours

330、under this prospectus are subject to this regulation;and(ii)ourOperating Subsidiary was established and operates in Hong Kong and is not included in the categories of industries andcompanies whose foreign securities offerings are subject to review by the CSRC or the CAC.As further advised by ChinaCo

331、mmercial Law Firm,PTL and our Operating Subsidiary,are not required to obtain any permissions or approvals from anyChinese authorities to operate their business as of the date of this prospectus.No permissions or approvals have been applied forby us or denied by any relevant authority.In the event t

332、hat the operation of us or our Operating Subsidiary in Hong Kong were to become subject to the PRC laws andregulations,the legal and operational risks associated in Mainland China may also apply to our operations in Hong Kong,andwe face the risks and uncertainties associated with the legal system in

333、 the Mainland China,complex and evolving PRC laws andregulation,and as to whether and how the recent PRC government statements and regulatory developments,such as thoserelating to data and cyberspace security and anti-monopoly concerns,would be applicable to companies like our OperatingSubsidiary and us,given the substantial operations of our Operating Subsidiary in Hong Kong and PRC government ma