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1、F-1 1 ea0201513-08.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on August 19,2024.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_Cre8 Enterprise Limited(Exact

2、name of registrant as specified in its charter)_British Virgin Islands 2750 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)1/F,China Building29 Queens Road Central,HongKongTel:+852 36

3、93 2688(Address,including zip code,and telephone number,including area code,ofregistrants principal executive offices)_Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168+1(212)947-7200(Name,address,including zip code,and telephone number,including area code,ofagent for service)_Copi

4、es to:William S.Rosenstadt,Esq.Mengyi“Jason”Ye,Esq.Yarona Yieh,Esq.Ortoli Rosenstadt LLP366 Madison Avenue,3rd FloorNewYork,NY10017Tel:+1(212)588-0022 Mike Blankenship,Esq.Winston&Strawn LLP800 Capitol St.,Suite 2400Houston,TX 77002-2925Tel:+1(713)651-2678_Approximate date of commencement of propose

5、d sale to public:As soon as practicable after theeffective date of this Registration Statement.If any securities being registered on this Form are to be offered on a delayed or continuous basispursuant to Rule415 under the Securities Act,check the following box.If this Form is filed to register addi

6、tional securities for an offering pursuant toRule 462(b)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule462(

7、c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(d)under the Securities Act,check the following box an

8、d list the Securities Act registration statement number of the earliereffective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405of the Securities Actof1933.Emerging growth companyIf an emerging growth compa

9、ny that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section7(a)(2)(B)of the Securities Act._The te

10、rm“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April5,2012.The registrant hereby amends this registration statement on such date or dates as maybe necessary to delay its effective d

11、ate until the registrant shall file a furtheramendment which specifically states that this registration statement shall thereafterbecome effective in accordance with Section8(a)of the Securities Actof1933,asamended,or until the registration statement shall become effective on such date asthe U.S.Sec

12、urities and Exchange Commission,acting pursuant to such Section8(a),may determine.Table of ContentsThe information in this prospectus is not complete and may be changed.Wewill not sell these securities until the registration statement filed withthe U.S.Securities and Exchange Commission is effective

13、.This prospectusis not an offer to sell these securities and it is not soliciting an offerto buy these securities in any state where the offer or sale is notpermitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION,DATED AUGUST 19,2024Cre8 Enterprise Limited1,750,000 ClassA Ordinary SharesThis is an in

14、itial public offering(the“Offering”)of 1,750,000 Class A ordinaryshares of no par value(the“Class A Ordinary Shares”),of Cre8 EnterpriseLimited(“Cre8 BVI”,the“Company”,“we”,“our”,“us”).Prior to thisoffering,there has been no public market for our Class A Ordinary Shares.Weanticipate that the initial

15、 public offering price(the“Offering Price”)will bebetween US$4.00 and US$5.00 per ClassA Ordinary Share.We have reserved the symbol“CRE”for purpose of listing our ClassA Ordinary Shares on the Nasdaq CapitalMarket.Prior to this Offering,there has been no public market for our ClassAOrdinary Shares.T

16、his Offering is contingent upon us listing ourClassA OrdinaryShareson the Nasdaq Capital Market,or Nasdaq.This Offering is contingent upon thefinal approval of our listing application from Nasdaq Capital Market,or Nasdaq.However,there is no assurance that such application will be approved,and if our

17、application is not approved by Nasdaq,this Offering cannot be completed.Cre8 BVIs issued share capital is a dual-class structure consisting of ClassAOrdinary Shares and ClassB Ordinary Shares.ClassA Ordinary Shares are the onlyclass of Ordinary Shares being offered in this Offering.Holders of ClassA

18、 OrdinaryShares and Class B Ordinary Shares shall vote together as one class on allresolutions of the shareholders and have the same rights except each Class AOrdinary Share shall entitle its holder to one(1)vote and each ClassB OrdinaryShare shall entitle its holder to twenty(20)votes.Each ClassB O

19、rdinary Share isconvertible into one(1)ClassA Ordinary Share at any time at the option of theholder thereof but ClassA Ordinary Shares are not convertible into ClassB OrdinaryShares.Investing in our ClassA Ordinary Shares involves a high degree of risk,including the risk of losing your entire invest

20、ment.See“Risk Factors”beginning on page 23 to read about factors you should consider beforebuying our ClassA Ordinary Shares.Following this Offering,Cre8 Investments Limited,our largest shareholder,will retain controlling voting power in the Company based on havingapproximately 87.87%of the aggregat

21、e voting power of our issued andoutstanding Class A and Class B Ordinary Shares,assuming that theunderwriters do not exercise their over-allotment option.As a result,Cre8Investments Limited has the ability to control the outcome of matterssubmitted to the shareholders for approval.Additionally,we ma

22、y be deemedto be a“controlled company”within the meaning of the under NasdaqListing Rules 5615(c),and we may follow certain exemptions from certaincorporate governance requirements that could adversely affect our publicshareholders.See“Risk FactorsRisks Related to Our ClassA OrdinaryShares and This

23、Offering The dual-class structure of our OrdinaryShares will have the effect of concentrating voting control with ourControlling Shareholder,Cre8 Investments Limited,which will hold in theaggregate 87.87%of the voting power of our voting shares following thecompletion of this Offering,preventing you

24、 and other shareholders frominfluencing significant decisions,including the election of directors,amendments to our organizational documents and any merger,consolidation,sale of all or substantially all of our assets,or other major corporatetransaction requiring shareholder approval.”on page 46 and“

25、ProspectusSummaryImplication of Being a Controlled Company.”on page 18 of thisprospectus.We are an“Emerging Growth Company”under applicable U.S.federal securities lawsand are,therefore,eligible for reduced public company reporting requirements.Please read“Implications of Being an Emerging Growth Com

26、pany”beginning on page 17of this prospectus for more information.Investors are cautioned that you are buying shares of a British Virgin Islands(“BVI”)holding company with its operations conducted in Hong Kong by itssubsidiary,Cre8(Greater China)Limited(“Cre8 Hong Kong”or“OperatingSubsidiary”),a comp

27、any incorporated in Hong Kong.As such,Cre8 BVI is not aChinese or HongKong operating company,but is a holding company incorporated in theBVI.As a holding company with no material operation,Cre8 BVI conducts itsoperations in HongKong through its operating subsidiary,Cre8 Hong Kong.This is anoffering

28、of the ClassA Ordinary Shares of Cre8 BVI,the holding company in BVI,instead of shares of our operating entity in HongKong,Cre8 HongKong.Investors inthis Offering will not directly hold equity interests in the Operating Subsidiary.This structure involves unique risks to the investors,and the PRC reg

29、ulatoryauthorities could disallow this structure,which would likely result in a materialchange in Cre8 BVIs operations and/or a material change in the value of thesecurities.Cre8 BVI is registering for sale,and such event could cause the value ofsuch securities to significantly decline or become wor

30、thless.Investors in our ClassA Ordinary Shares should also be aware that they will not and may never directly holdequity interests in the Operating Subsidiary,but rather purchase equity solely inCre8 BVI,the BVI holding company.Furthermore,shareholders may face difficultiesenforcing their legal righ

31、ts under United States securities laws against ourdirectors and officers who are located outside of the United States.Table of ContentsSubstantially all of our operations are conducted by Cre8 Hong Kong,our wholly-ownedOperating Subsidiary in HongKong,which is a special administrative region of theP

32、RC.We currently have immaterial and non-substantive operations in Mainland China,which comprise only the maintenance of a representative office solely for thepurposes of marketing and customer support in Mainland China,through our wholly-owned subsidiary in Mainland China,Chuangbafang Enterprise Man

33、agement(Shanghai)Company Limited(“Cre8 China”).We do not have,nor intend to have,anycontractual arrangements to establish a variable interest entity(“VIE”)structurewith any entity in Mainland China.We are subject to certain legal and operational risks associated with our OperatingSubsidiary being ba

34、sed in HongKong,having substantially all of its operations todate in HongKong,maintaining representative office in Mainland China,and havingexisting or potential customers who are Mainland China individuals or companies thathave shareholders or directors that are Mainland China individuals.Additiona

35、lly,thelegal and operational risks associated with operating in Mainland China may alsoapply to our operations in HongKong,and we face the unique risks and uncertaintiesassociated with interpretation and the application of the complex and evolving PRClaws and regulations and whether and how the rece

36、nt PRC government statements andregulatory developments,such as those relating to data and cyberspace security,andanti-monopoly concerns would be applicable to Cre8 HongKong or Cre8 BVI,given thesubstantial operations of our subsidiaries in HongKong and the possibilities thatChinese government may e

37、xercise significant oversight over the conduct of business inHongKong.Similarly,Cre8 BVI and its subsidiaries may become subject to the risksof uncertainty about any future actions of the PRC government or authorities inHongKong in this regard.Should the PRC government choose to exercise significant

38、oversight and discretion over the conduct of Cre8 Hong Kongs operation,or in theevent that we or our Operating Subsidiary,Cre8 Hong Kong,were to become subject tothe PRC laws and regulations,these risks could result in material costs to ensurecompliance,fines,material changes in our operations and/o

39、r the value of thesecurities that we are registering for sale,and/or could significantly limit orcompletely hinder our ability to offer or continue to offer securities to investorsand cause the value of such securities to significantly decline or be worthless.See“Risk FactorsRisks Related to Doing B

40、usiness in the Jurisdictions in which WeOperateSubstantially all of our operations are conducted by our wholly-ownedOperating Subsidiary in HongKong.However,due to the long-arm application of thecurrent PRC laws and regulations,the PRC government may exercise significant directoversight and discreti

41、on over the conduct of our Operating Subsidiarys business andmay intervene or influence our Operating Subsidiarys operations,which could resultin a material change in our operations and/or the value of our ClassA OrdinaryShares.Our Operating Subsidiary in HongKong may be subject to laws and regulati

42、onsof Mainland China,which may impair our Operating Subsidiarys ability to operateprofitably and result in a material negative impact on our operations and/or thevalue of our Class A Ordinary Shares.Furthermore,the changes in the policies,regulations,rules and the enforcement of laws of Mainland Chi

43、na may also occurquickly with little advance notice and our assertions and beliefs of the risk imposedby the Chinese legal and regulatory system cannot be certain.”on page 29;and“RiskFactors Risks Related to Doing Business in the Jurisdictions in which WeoperateIf the PRC government chooses to exten

44、d the oversight and control overofferings that are conducted overseas and/or foreign investment in Mainland China-based issuers to HongKong-based issuers,such action may affect the business of ourHong Kong-based Operating Subsidiary,which may ultimately and significantly limit orcompletely hinder ou

45、r ability to offer or continue to offer ClassA Ordinary Sharesto investors and cause the value of our ClassA Ordinary Shares to significantlydecline or be worthless.”on page 35.On August20,2021,the 30th meeting of the Standing Committee of the 13th NationalPeoples Congress voted and passed the“Perso

46、nal Information Protection Law of thePeoples Republic of China”,or“PRC Personal Information Protection Law”,whichbecame effective on November1,2021.The PRC Personal Information Protection Lawapplies to the processing of personal information of natural persons within theterritory of Mainland China th

47、at is carried out outside of Mainland China where(1)such processing is for the purpose of providing products or services for naturalpersons within Mainland China,(2)such processing is to analyze or evaluate thebehavior of natural persons within Mainland China,or(3)there are any othercircumstances st

48、ipulated by related laws and administrative regulations.OnDecember24,2021,the China Securities Regulatory Commission(“CSRC”),togetherwith other relevant government authorities in Mainland China issued the Provisions ofthe State Council on the Administration of Overseas Securities Offering and Listin

49、gby Domestic Companies(Draft for Comments)and the Measures for the Filing ofOverseas Securities Offering and Listing by Domestic Companies(Draft for Comments)(“Draft Overseas Listing Regulations”).The Draft Overseas Listing Regulationsrequire that a Mainland China domestic enterprise seeking to issu

50、e and list itsshares overseas(“Overseas Issuance and Listing”)shall complete the filingprocedures of and submit the relevant information to the CSRC.The Overseas Issuanceand Listing include direct and indirect issuance and listing.Where an enterprisewhose principal business Table of Contentsactiviti

51、es are conducted in Mainland China seeks to issue and list its shares in thename of an overseas enterprise(“Overseas Issuer”)on the basis of the equity,assets,income or other similar rights and interests of the relevant Mainland Chinadomestic enterprise,such activities shall be deemed an indirect ov

52、erseas issuanceand listing(“Indirect Overseas Issuance and Listing”)under the DraftOverseas Listing Regulations.On December28,2021,the Cyberspace Administration ofChina(the“CAC”)jointly with the relevant authorities formally published theMeasures for Cybersecurity Review(2021)which took effect on Fe

53、bruary15,2022 andreplaced the former Measures for Cybersecurity Review(2020)issued on July 10,2021.The Measures for Cybersecurity Review(2021)provide that operators ofcritical information infrastructure purchasing network products and services,andonline platform operators carrying out data processin

54、g activities that affect or mayaffect national security(together with the operators of critical informationinfrastructure,the“Operators”),shall conduct a cybersecurity review and thatany online platform operator who controls more than one million users personalinformation must go through a cybersecu

55、rity review by the cybersecurity review officeif it seeks to be listed in a foreign country.On February 17,2023,the CSRCreleased the Trial Administrative Measures of Overseas Securities Offering andListing by Domestic Companies,or the Trial Administrative Measures,and fivesupporting guidelines,which

56、 came into effect on March 31,2023.The TrialAdministrative Measures further stipulate the rules and requirements for overseasoffering and listing conducted by PRC domestic companies.The Trial AdministrativeMeasures further clarified and emphasized that the comprehensive determination of the“indirect

57、 overseas offering and listing by PRC domestic companies”shall comply withthe principle of“substance over form”and particularly,an issuer will be requiredto go through the filing procedures under the Trial Administrative Measures if thefollowing criteria are met at the same time:a)50%or more of the

58、issuersoperating revenue,total profits,total assets or net assets as documented in itsaudited consolidated financial statements for the most recent accounting year areaccounted for by PRC domestic companies,and b)the main parts of the issuersbusiness activities are conducted in mainland China,or its

59、 main places of businessare located in Mainland China,or the senior managers in charge of its businessoperation and management are mostly Chinese citizens or domiciled in Mainland China.Furthermore,the Trial Administrative Measures and its supporting guidelines providea negative list of types of iss

60、uers banned from listing overseas,the issuersobligation to comply with national security measures and the personal data protectionlaws,and certain other matters such as the requirements that an issuer(i)filewith the CSRC within threebusiness days after it submits an application for initialpublic off

61、ering to the competent overseas regulator and(ii)file subsequent reportswith the CSRC on material events,including change of control and voluntary or forceddelisting,after its overseas offering and listing.Cre8 BVI is a holding company incorporated in BVI with operating entity based in HongKong.It d

62、oes not have any VIE structure and has only immaterial,non-substantiveoperations in Mainland China,nor is it controlled by any companies or individuals ofMainland China.Further,we are headquartered in Hong Kong with our officers and allmembers of the Board of Directors based in Hong Kong who are not

63、 Mainland Chinacitizens and all of our revenues and profits are generated by our OperatingSubsidiary in Hong Kong.In other words,we have not generated revenues or profitsfrom Mainland China in the most recent accounting year accounts for more than 50%ofthe corresponding figure in our audited consoli

64、dated financial statements for thesame period.Therefore,as confirmed and advised by our PRC Counsel,Guangdong WesleyLaw Firm,based on PRC laws and regulations effective as of the date of thisprospectus,(i)neither we,nor our subsidiaries,are“PRC domestic companies”whichsubject to the Trial Administra

65、tive Measure;and(ii)neither we,nor oursubsidiaries are required to obtain regulatory approval from the CSRC or go throughthe filing procedures under the Trial Administrative Measures before our Class AOrdinary Shares can be listed or offered in the U.S.As such,we do not believe PRClaw and regulation

66、 may have any material impact on our business,financial conditionand results of operations in the future.Cre8(Greater China)Limited,our Operating Subsidiary,may collect and store certaindata(including certain personal information)from our customers,some of whom may beindividuals in Mainland China,in

67、 connection with our business and operations and for“Know Your Customers”purposes(to combat money laundering).As advised by GuangdongWesley Law Firm,our counsel with respect to PRC legal matters,we and our OperatingSubsidiary will not be deemed to be an“operator of critical informationinfrastructure

68、,”any“data processor”carrying out data processing activities,andwe are not subject to cybersecurity review by the CAC for this Offering or requiredto obtain regulatory approval from the CAC nor any other PRC authorities for our andour subsidiaries operations Hong Kong,since(i)our Operating Subsidiar

69、y isincorporated in Hong Kong and operate in Hong Kong and only has immaterial,non-substantive operations in Mainland China,without any VIE structure;and each of theMeasures for Cybersecurity Review(2021),the PRC Personal Information Protection Lawand the Draft Overseas Listing Regulations do not cl

70、early provide whether shall beapplied to a Hong Kong company;(ii)as of date of this prospectus,our OperatingSubsidiary has in aggregate collected and stored personal information of less thanone Table of Contentsmillion individuals in Mainland China and we have acquired our customers separateconsents

71、 for collecting and storing their personal information and data;(iii)ouroperations in Mainland China do not currently process any customer data,personalinformation,or data from third parties other than collecting and storing certainpersonal information relating to local employees in Mainland China f

72、or payroll;(iv)we do not place any reliance on collection and processing of any personal informationto maintain our business operations;(v)data processed in our business should nothave a bearing on national security nor affect or may affect national security;(vi)all of the data that our Operating Su

73、bsidiary has collected is stored in serverslocated in Hong Kong and are not accessible by the our subsidiary in Mainland China;(vii)as of the date of this prospectus,neither us nor our Operating Subsidiary hasbeen informed by any PRC governmental authority of being classified as an“Operator”or a“dat

74、a processor”that is subject to CAC cybersecurity review or a CSRC review;and(viii)pursuant to the Basic Law of the Hong Kong Special Administrative Regionof the PRC,or the Basic Law,PRC laws and regulations shall not be applied in HongKong except for those listed in Annex III of the Basic Law(which

75、is confined to lawsrelating to national defense,foreign affairs and other matters that are not withinthe scope of autonomy).However,as further advised by our PRC Counsel,Guangdong Wesley Law Firm,given theuncertainties arising from the legal system in Mainland China and Hong Kong,including uncertain

76、ties regarding the interpretation and enforcement of PRC laws andthe significant authority of the PRC government to intervene or influence theoffshore holding company headquartered in Hong Kong,there remains significantuncertainty in the interpretation and enforcement of relevant Mainland China laws

77、 andother regulations.Since these laws,regulations and regulatory actions arerelatively new,it is highly uncertain how soon the legislative or administrativeregulation making bodies will respond and what existing or new laws or regulations ordetailed implementations and interpretations will be modif

78、ied or promulgated,if any.It is also highly uncertain what the potential impact such modified or new laws andregulations will have on our Operating Subsidiarys daily business operation and thelisting of our Class A Ordinary Shares on the United States or other foreignexchanges.As the Trial Measures

79、was newly promulgated,its interpretation,application and enforcement remain unclear and there also remains significantuncertainty as to the enactment,interpretation and implementation of otherregulatory requirements related to overseas securities offerings and other capitalmarkets activities.If Tria

80、l Administrative Measures become applicable to us or ourOperating Subsidiary in HongKong,or if we or our Operating Subsidiary is subjectto cybersecurity review,or if the Measures for Cybersecurity Review(2021)or thePRC Personal Information Protection Law become applicable to our Operating Subsidiary

81、in HongKong,the business operation of our Operating Subsidiary and the listing ofour ClassA Ordinary Shares in the UnitedStates could be subject to the CAC or theCSRC review in the future.If the applicable laws,regulations,or interpretationschange and our Operating Subsidiary become subject to the C

82、AC or CSRC review,wecannot assure you that our Operating Subsidiary will be able to comply with theregulatory requirements in all respects and our Operating Subsidiarys currentpractice of collecting and processing personal information may be ordered to berectified or terminated by regulatory authori

83、ties.If we or our Operating Subsidiarywere required to obtain such permissions or approvals in the future in connectionwith the listing or continued listing of our securities on a stock exchange outsideof the PRC,it is uncertain how long it will take for us or our Operating Subsidiaryto obtain such

84、approval,and,even if we or our Operating Subsidiary obtain suchapproval,the approval could be rescinded.Any failure to obtain or delays inobtaining the necessary permissions from the relevant PRC authorities to conductofferings or list outside of the PRC could subject us or our Operating Subsidiary

85、topotential sanctions imposed by the PRC regulatory authorities,which could includefines and penalties,proceedings against us or our Operating Subsidiary,and otherforms of sanctions,as well as affect our or our Operating Subsidiarys ability toconduct business,our ability to invest in Mainland China

86、as foreign investors oraccept foreign investments,and our ability to offer or continue to offer ClassAOrdinary Shares to investors or list on the U.S.or other overseas exchange.Besides,the value of our ClassA Ordinary Shares may significantly decline or beworthless,our business,reputation,financial

87、condition,and results of operationsmay be materially and adversely affected.See“Risk FactorsRisks Related toDoing Business in the Jurisdictions in which we OperateIf the PRC governmentchooses to extend the oversight and control over offerings that are conductedoverseas and/or foreign investment in M

88、ainland China-based issuers to Hong Kong-based issuers,such action may affect the business of our Hong Kong-based OperatingSubsidiary,which may ultimately and significantly limit or completely hinder ourability to offer or continue to offer ClassA Ordinary Shares to investors and causethe value of o

89、ur ClassA Ordinary Shares to significantly decline or be worthless.”on page 35.Our ClassA Ordinary Shares may be prohibited from trading on a nationalexchange or“over-the-counter”markets under the Holding ForeignCompanies Accountable Act(the“HFCAA”)if the Public Company AccountingOversight Board(“PC

90、AOB”)determines that it is unable to inspect orfully investigate our auditor and as a result,the exchange where oursecurities are traded may delist our securities.Furthermore,on June22,Table of Contents2021,the U.S.Senate passed the Accelerating Holding Foreign CompaniesAccountable Act(the“AHFCAA”),

91、which was signed into law onDecember 29,2022,amending the HFCAA and requiring the Securities andExchange Commission(“SEC”)to prohibit an issuers securities fromtrading on any U.S.stock exchange if its auditor is not subject to PCAOBinspections for two consecutiveyears instead of three consecutiveyea

92、rs.Pursuant to the HFCAA,the PCAOB issued a Determination Report onDecember 16,2021,which found that the PCAOB was unable to inspect orinvestigate completely PCAOB-registered public accounting firmsheadquartered in Mainland China and HongKong.Our auditor,WWC,P.C.,the independent registered public ac

93、counting firmthat issues the audit report included elsewhere in this prospectus,as anauditor of companies that are traded publicly in the UnitedStates and afirm registered with the PCAOB,is headquartered in California and subjectto laws in the UnitedStates pursuant to which the PCAOB conducts regula

94、rinspections to assess its compliance with the applicable professionalstandards.Our auditor is currently subject to PCAOB inspections and thePCAOB is able to inspect our auditor,with the last inspection havingoccurred in November2021.Our auditor is not affected by and not subjectto the determination

95、s announced by the PCAOB on December 16,2021.OnAugust 26,2022,the SEC issued a statement announcing that the PCAOBsigned a Statement of Protocol(“SOP”)with the CSRC and the Ministry ofFinance of the PRC governing inspections and investigations of audit firmsbased in China and Hong Kong,jointly agree

96、ing on the need for aframework.On December15,2022,the PCAOB announced that it has securedcomplete access to inspect and investigate registered public accountingfirms headquartered in Mainland China and Hong Kong and voted to vacatethe previous 2021 Determination Report to the contrary.However,whethe

97、r the PCAOB will continue to be able to satisfactorilyconduct inspections of PCAOB-registered public accounting firmsheadquartered in Mainland China and Hong Kong is subject to uncertaintyand depends on a number of factors out of our,and our auditors,control.The PCAOB is continuing to demand complet

98、e access in mainland China andHong Kong moving forward and is already making plans to resume regularinspections in early 2023 and beyond,as well as to continue pursuingongoing investigations and initiate new investigations as needed.The PCAOBhas indicated that it will act immediately to consider the

99、 need to issuenew determinations with the HFCAA if needed.If the PCAOB in the futureagain determines that it is unable to inspect and investigate completelyauditors in Mainland China and Hong Kong,then the companies audited bythose auditors would be subject to a trading prohibition on U.S.marketspur

100、suant to the HFCAA and/or AHFCAA.These recent developments could alsoadd uncertainties to this Offering and we cannot assure you that the NASDAQCapital Market or regulatory authorities would not apply additional or morestringent criteria to us after considering the effectiveness of ourauditors audit

101、 procedures and quality control procedures,adequacy ofpersonnel and training,or sufficiency of resources,geographic reach orexperience as it relates to the audit of our financial statements.See“Risk Factors Risks Related to Our Ordinary Shares and ThisOffering Our Class A Ordinary Shares may be proh

102、ibited from beingtraded on a national exchange under the Holding Foreign CompaniesAccountable Act if the PCAOB is unable to inspect our auditors.Thedelisting of our Class A Ordinary Shares,or the threat of their beingdelisted,may materially and adversely affect the value of your investment.Furthermo

103、re,on June 22,2021,the U.S.Senate passed the AcceleratingHolding Foreign Companies Accountable Act,which was signed into law onDecember 29,2022,amending the HFCAA to require the SEC to prohibit anissuers securities from trading on any U.S.stock exchanges if itsauditor is not subject to PCAOB inspect

104、ions for two consecutive yearsinstead of three.”onpage45.Cre8 BVI is incorporated under the laws of the BVI as a BVI businesscompany with limited liability and a majority of our outstanding securitiesare owned by non-U.S.residents.Under the rules of the U.S.Securities andExchange Commission,or the S

105、EC,we currently qualify for treatment as a“foreign private issuer.”As a foreign private issuer,we will not berequired to file periodic reports and financial statements with theSecurities and Exchange Commission,or the SEC,as frequently or aspromptly as domestic registrants whose securities are regis

106、tered under theSecurities Exchange Act of 1934,as amended,or the Exchange Act.Cre8 BVI relies on dividends or payments to be paid by its Operating Subsidiary(Cre8Hong Kong),to fund its cash and financing requirements,including the fundsnecessary to pay dividends and other cash distributions to our s

107、hareholders andU.S.investors,to service any debt we may incur and to pay our operating expenses.Cre8 HongKong is permitted under the laws of HongKong to provide funding to Cre8BVI,through dividend distributions or payments,without restrictions on the amountof the funds.There are no restrictions or l

108、imitation on our ability to distributeearnings by Table of Contentsdividends from our subsidiaries,to Cre8 BVI and our shareholders andU.S.investors,provided that the entity remains solvent after such distribution.Subject to the BVI Act and our Amended and Restated Memorandum and Articles ofAssociat

109、ion,our Board of Directors may,by resolution of directors,authorize anddeclare a dividend to shareholders at such time and of such an amount as they deemfit if they are satisfied,on reasonable grounds,that immediately following thedividend the value of our assets will exceed our liabilities and Cre8

110、 BVI will beable to pay our debts as they become due.According to the Companies Ordinance ofHongKong(Chapter622 of the Laws of HongKong),a HongKong company may onlymake a distribution out of profits available for distribution.Other than the above,we did not adopt or maintain any cash management poli

111、cies and procedures as of thedate of this prospectus.There is no further BVI or HongKong statutory restrictionon the amount of funds which may be distributed by us by dividend.Under the currentpractice of the Inland Revenue Department of Hong Kong,no withholding tax ispayable in HongKong in respect

112、of dividends paid by our HongKong subsidiaries tous.The Company,Cre8 Enterprise Limited(“Cre8 BVI”),is a BVI company and ourOperating Subsidiary,Cre8 Hong Kong,is a Hong Kong company.There are norestrictions on foreign exchange and there are no limitations on the abilities ofCre8 BVI to transfer cas

113、h to or from our Operating Subsidiary or to investors underHongKong Law.There are no restrictions or limitations under the laws of HongKongimposed on the conversion of HK dollar into foreign currencies and the remittance ofcurrencies out of HongKong,nor there is any restriction on foreign exchange t

114、otransfer cash between Cre8 BVI and its subsidiaries,across borders and to U.Sinvestors,nor there is any restrictions and limitations to distribute earnings fromour business and subsidiaries,to Cre8 BVI and U.S.investors and amounts owed.As aholding company,Cre8 BVI may rely on dividends and other d

115、istributions on equitypaid by its HongKong Operating Subsidiary for its cash and financing requirements.According to the BVI Business Companies Act2004(as amended),a BVI company maymake dividends distribution to the extent that immediately after the distribution,the realizable value of the assets of

116、 such company will not be less than the sum ofits total liabilities,other than deferred taxes,as shown in the books of account,and its capital and that such company is able to satisfy its liabilities as they falldue in the ordinary course of its business.According to the Companies Ordinance ofHongKo

117、ng,a HongKong company may only make a distribution out of profits availablefor distribution.If any of Cre8 BVIs subsidiaries incurs debt on its own behalf inthe future,the instruments governing such debt may restrict their ability to paydividends to Cre8 BVI.Our BVI holding company,Cre8 BVI,has not

118、declared or made any dividend or otherdistribution to its shareholders,including U.S.investors,in the past,nor haveany dividends or distributions been made by our subsidiaries to the BVI holdingcompany.For the year ended December31,2022 and 2023,and up to the date of thisprospectus,neither we nor ou

119、r subsidiaries have declared or made any dividend orcontribution to its shareholders.Furthermore,for the years ended December31,2022and 2023 and from January 1,2024 up to the date of this prospectus,Cre8 HongKong,our Operating Subsidiary,transferred cash of HK$3,462,630(USD443,648),HK$2,255,777(USD2

120、88,795)and HK$977,636(USD125,033),respectively,to Cre8 China,for thepurpose of maintenance of a representative office which is only used for marketingand customer support in Mainland China;while Cre8 China refunded excess cash ofHK$494,374(USD63,341)to Cre8 Hong Kong for the year ended December 31,2

121、022.Other than the transfers above,we have not made any distribution of dividends orassets,cash transfers,capital contributions or loans among the holding company orany of our subsidiaries for the years ended December 31,2022 and 2023 and fromJanuary 1,2024 up to the date of this prospectus.Any loan

122、s from us or oursubsidiaries outside of Mainland China to Cre8 China,our Mainland China subsidiary,which is treated as a foreign-invested enterprise(“FIE”)under PRC law,are subjectto PRC regulations and foreign exchange loan registrations.Such loans to our FIEsubsidiary to finance its activities mus

123、t be registered with the State Administrationof Foreign Exchange(“SAFE”)or its local counterparts.As advised by GuangdongWesley Law Firm,our PRC counsel,PRC laws,regulations and judicial interpretationsthereof do not prohibit using cash generated from one subsidiary to fund anothersubsidiarys operat

124、ions by way of short-term interest free loans.Although Cre8 China solely serves marketing and customer support purposes and doesnot have substantial operations nor generates any revenue at all,to the extent cashor assets in the business is in Cre8 China,the cash or assets may not be availableto fund

125、 operations or for other use outside of the mainland China due tointerventions in or the imposition of restrictions and limitations on our or oursubsidiaries ability by the PRC government to transfer cash or assets or distributeearnings within our group.If Cre8 China will engage in any revenue-gener

126、ating activities in the future,the PRClaws and regulations that are applicable to Cre8 China permit payments of dividendsonly out of their retained earnings,if any,determined in accordance with applicableaccounting standards and regulations.Cre8 China may pay dividends only out of their Table of Con

127、tentsrespective accumulated after-tax profits as determined in accordance with PRCaccounting standards and regulations,if Cre8 to engage in any revenue-generatingactivities.In addition,Cre8 China is required to set aside at least 10%of itsaccumulated after-tax profits each year,if any,to fund certai

128、n statutory reservefunds,until the aggregate amount of such funds reaches 50%of its registeredcapital.At its discretion,a wholly foreign-owned enterprise may allocate a portionof its after-tax profits to discretionary funds.These reserve funds anddiscretionary funds are not distributable as cash div

129、idends.Furthermore,if there isany,dividends paid by our Mainland China subsidiary to its parent companies will besubject to a 10%withholding tax,which can be reduced to 5%if certain requirementsare met.The PRC government also imposes restrictions on the conversion of RMB intoforeign currencies and t

130、he remittance of currencies out of the PRC.As such,we mayexperience difficulties in completing the administrative procedures necessary toobtain and remit foreign currency for the payment of dividends from our profits,ifany,or transfer cash within our group,across border,or to U.S.investors.We do not

131、 have any present plan to declare or pay any dividends on our OrdinaryShares in the foreseeable future.We currently intend to retain all available fundsand future earnings,if any,for the operation and expansion of our business and donot anticipate declaring or paying any dividends in the foreseeable

132、 future.Anyfuture determination related to our dividend policy will be made at the discretion ofour Board of Directors after considering our financial condition,results ofoperations,capital requirements,contractual requirements,business prospects andother factors the Board of Directors deems relevan

133、t,and subject to the restrictionscontained in any future financing instruments.If we determine to pay dividends onany of our ClassA Ordinary Shares in the future,as a holding company,we will bedependent on receipt of funds from our Operating Subsidiary by way of dividendpayments.Neither the U.S.Secu

134、rities and Exchange Commission nor any statesecurities commission nor any other regulatory body has approved ordisapproved of these securities or determined if this prospectus istruthful or complete.Any representation to the contrary is a criminaloffense.Per Share Total(4)Offering price(1)US$4.00 US

135、$7,000,000Underwriting discounts(2)US$0.28 US$490,000Proceeds to the company before expenses(3)US$3.72 US$6,510,000_(1)Determined based on the proposed minimum offering price per Class A Ordinary Share.(2)We have agreed to pay the underwriters a discount equal to 7.00%of the gross proceeds of theoff

136、ering.For a description of the other compensation to be received by the underwriters,see“Underwriting”beginning on page141.(3)Excludes fees and expenses payable to the underwriters.(4)Assumes that the underwriters do not exercise any portion of their over-allotment option.This Offering is being cond

137、ucted on a firm commitment basis.The underwriters areobligated to take and pay for all of the shares offered by the Company if any suchshares are taken.We have granted the underwriters an option,exercisable one or moretimes in whole or in part,to purchase up to 262,500 additional Class A OrdinarySha

138、res from us at the initial public offering price,less underwriting discounts,within 45days from the closing of this Offering to cover over-allotments,if any.If the underwriters exercise the option in full,assuming the public offering priceper share is US$4.00(the proposed minimum offering price),the

139、 total underwritingdiscounts payable will be US$563,500,and the total proceeds to us,before expenses,will be US$7,486,500.We expect our total cash expenses for this Offering to be approximately US$1,868,815,including expenses payable to the underwriters for their reasonable out-of-pocketexpenses and

140、 non-accountable expense allowanc,exclusive of the above discounts.If we complete this Offering,net proceeds will be delivered to us on the closingdate.The underwriters expect to deliver the Ordinary Shares against payment as set forthunder“Underwriting”on or about*,2024.The date of this prospectus

141、is*,2024 Table of ContentsTABLE OF CONTENTS PagePROSPECTUS SUMMARY 1RISK FACTORS 23SPECIAL NOTES REGARDING FORWARD-LOOKING STATEMENTS 57USE OF PROCEEDS 58DIVIDEND POLICY 59CAPITALIZATION 62DILUTION 63MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 64INDUSTRY 81BUS

142、INESS 90REGULATIONS 104MANAGEMENT 108RELATED PARTY TRANSACTIONS 115PRINCIPAL SHAREHOLDERS 117DESCRIPTION OF SHARE CAPITAL 119SHARES ELIGIBLE FOR FUTURE SALE 129TAXATION 131ENFORCEABILITY OF CIVIL LIABILITIES 139UNDERWRITING 141EXPENSES RELATED TO THIS OFFERING 153LEGAL MATTERS 154EXPERTS 154WHERE YO

143、U CAN FIND ADDITIONAL INFORMATION 154INDEX TO FINANCIAL STATEMENTS F-1We have not,and the Underwriters have not authorized anyone to provide anyinformation or to make any representations other than those contained inthis prospectus or in any free writing prospectuses prepared by us or onour behalf o

144、r to which we have referred you.If anyone provides you withdifferent or inconsistent information,you should not rely on it.We arenot,and the Underwriters are not,making an offer to sell these securitiesin any jurisdiction where the offer or sale is not permitted or where theperson making the offer o

145、r sale is not qualified to do so or to any personto whom it is not permitted to make such offer or sale.For the avoidanceof doubt,no offer or invitation to subscribe for ClassA Ordinary Sharesis made to the public in the British Virgin Islands.You should not relyupon any information about us that is

146、 not contained in this prospectus orin one of our public reports filed with the UnitedStates Securities andExchange Commission(“SEC”)and incorporated into this prospectus.Theinformation in this registration statement is not complete and is subjectto change.No person should rely on the information co

147、ntained in thisdocument for any purpose other than participating in our proposed Offering,and only the prospectus dated hereof,is authorized by us to be used inconnection with our proposed Offering.Our business,financial condition,results of operations,and prospects may have changed since that date.

148、Neither we nor the Underwriters have taken any action to permit a publicoffering of the ClassA Ordinary Shares outside the UnitedStates or topermit the possession or distribution of this prospectus or any filed free-writing prospectus outside the United States.Persons outside theUnited States who co

149、me into possession of this prospectus or any filedfree writing prospectus must inform themselves about and observe anyrestrictions relating to the Offering of the ClassA Ordinary Shares andthe distribution of this prospectus or any filed free-writing prospectusoutside the UnitedStates.iTable of Cont

150、entsThrough and including _,2024(the 25th day after the date of thisprospectus),all dealers effecting transactions in these securities,whether or notparticipating in this Offering,may be required to deliver a prospectus.This is inaddition to a dealers obligation to deliver a prospectus when acting a

151、s anunderwriter and with respect to an unsold allotment or subscription.We obtained statistical data,market data and other industry data and forecasts usedin this prospectus from market research,publicly available information and industrypublications.While we believe that the statistical data,indust

152、ry data and forecastsand market research are reliable,we have not independently verified the data.iiTable of ContentsPROSPECTUS SUMMARYThis summary highlights information contained in greater detail elsewhere in thisprospectus.This summary is not complete and does not contain all of theinformation y

153、ou should consider in making your investment decision.You should readthe entire prospectus carefully before making an investment in our ClassA OrdinaryShares.You should carefully consider,among other things,our consolidatedfinancial statements and the related notes and the sections entitled“RiskFact

154、ors”and“Managements Discussion and Analysis of Financial Condition andResults of Operations”included elsewhere in this prospectus.Prospectus ConventionsExcept where the context otherwise requires and for purposes of this prospectusonly,references to:“Amended and Restated Memorandum and Articles of A

155、ssociation”refers tothe Amended and Restated Memorandum and the Amended and Restated Articles;“Amended and Restated Articles”refers to the amended and restatedarticles of association of Cre8 BVI adopted on August 12,2024 and filedwith the Registry of Corporate Affairs of the BVI on 13 August 2024;“A

156、mended and Restated Memorandum”refers to the amended and restatedmemorandum of association of Cre8 BVI adopted on August 12,2024 and filedwith the Registry of Corporate Affairs of the BVI on August 13,2024;“Articles”refers to articles of association of Cre8 BVI adopted onDecember 4,2023;“Board of Di

157、rectors”refers to the board of Directors of Cre8 EnterpriseLimited;“BVI Act”refers to the BVI Business Companies Act,2004(as amended);“BVI”refers to the British Virgin Islands;“CAGR”refers to compounded annual growth rate,the year-on-year growthrate over a specific period of time;“China”or the“PRC”r

158、efer to the Peoples Republic of China,including the HongKong and Macau Special Administrative Regions of thePeoples Republic of China for the purposes of this prospectus only;“Chinese government”or“PRC government”refer to the government ofMainland China for the purposes of this prospectus only;“Clas

159、sA Ordinary Shares”refers to the class A ordinary shares of Cre8BVI(as defined below)with no par value;“ClassB Ordinary Shares”refers to the class B ordinary shares of Cre8BVI(as defined below)with no par value;“Cre8 BVI”or“Company”refers to Cre8 Enterprise Limited,a BVIbusiness company with limited

160、 liability incorporated under the laws of theBVI,as a holding company,unless otherwise indicated or the contextotherwise requires;“Cre8 Incorp”refers to Cre8 Incorporation Limited,a BVI businesscompany with limited liability incorporated under the laws of BVI,and anintermediate holding company wholl

161、y-owned by Cre8 BVI;“Cre8 China”refers to Chuangbafang Enterprise Management(Shanghai)Company Limited,a company with limited liability incorporated under thelaws of the PRC(as defined below),and a wholly-owned subsidiary of Cre8BVI through Cre8 HongKong;“Cre8 Hong Kong”or“Operating Subsidiary”refers

162、 to Cre8(GreaterChina)Limited,a company with limited liability incorporated under thelaws of HongKong,and a wholly-owned subsidiary of Cre8 BVI through Cre8Incorp;“Controlling Shareholder”refers to Cre8 Investments Limited,a BVIbusiness company with limited liability incorporated under the laws ofBV

163、I;“ExchangeAct”refers to the Securities ExchangeActof1934;“FY2022”and“FY2023”refer to fiscal year ended December31,2022 and2023,respectively;“GEM”refers to Growth Enterprise Market operated by the Hong Kong StockExchange;1Table of Contents“GEM Listing Rules”refers to the Rules Governing the Listing

164、ofSecurities on Growth Enterprise Market,as amended,supplemented orotherwise modified from time to time;“HKD”,“HongKong dollar(s)”,or“HK$”refer to the legal currencyof HongKong;“HKSFC”refers to the Securities and Futures Commission of HongKong;“HongKong”refers to the HongKong Special Administrative

165、Region ofthe Peoples Republic of China for the purposes of this prospectus only;“HongKong Stock Exchange”refers to the Stock Exchange of HongKongLimited;“IPO(s)”refers to initial public offering(s),the listing of acompanys shares on the Stock Exchange(as defined below);“Listing Rules”refers to the R

166、ules Governing the Listing of Securitieson the Stock Exchange(as defined below),as amended,supplemented orotherwise modified from time to time;“Main Board”refers to the stock exchange(excluding the option market)operated by the Hong Kong Stock Exchange which is independent from andoperates in parall

167、el with GEM;“Mainland China”refers to the Peoples Republic of China,excluding,for the sole purpose of this prospectus,Taiwan,the Hong Kong SpecialAdministrative Region of the Peoples Republic of China,and the MacaoSpecial Administrative Region of the Peoples Republic of China;“Memorandum”refers to m

168、emorandum of association of Cre8 BVI adopted onDecember 4,2023;“Ordinary Shares”refers to ClassA and ClassB Ordinary Shares;“PRC laws and regulations”or“PRC laws”refers to the laws andregulations of Mainland China;“SEC”refers to the UnitedStates Securities and Exchange Commission;“US$”,“$”,or“U.S.do

169、llars”refer to the legal currency of theUnitedStates;“U.S.”,or“UnitedStates”refers to the UnitedStates of America;“U.S.GAAP”refers to generally accepted accounting principles in theUnitedStates;and“We,”“us,”“our,”“the Company”and“Cre8 BVI”are to Cre8Enterprise Limited,a BVI business company with lim

170、ited liabilityincorporated under the laws of the BVI,as a holding company,and does notinclude its subsidiaries,Cre8 Incorp,Cre8 Hong Kong,and Cre8 China.Where appropriate,we shall refer to the subsidiaries by their legalnames,collectively as“our subsidiaries”,or“Operating Subsidiary”when we refer to

171、 our operating entity,which is Cre8 Hong Kong,as thecase may be,and clearly identify the entity in which investors arepurchasing an interest.Cre8 BVI is a holding company that does not have any material operations of itsown,with its operations conducted in HongKong through its Operating Subsidiary,C

172、re8 HongKong,using HongKong dollars.The reporting currency of Cre8 HongKongis Hong Kong dollars.This prospectus contains translations of certain foreigncurrency amounts into U.S.dollars for the convenience of the reader.Assets andliabilities denominated in foreign currencies are translated at year-e

173、nd exchangerates,income statement accounts are translated at average rates of exchange forthe year and equity is translated at historical exchange rates.Any translationgains or losses are recorded in other comprehensive income(loss).Gains or lossesresulting from foreign currency transactions are inc

174、luded in net income.Theconversion of HongKong dollars into U.S.dollars are based on the exchange ratesset forth in the H.10 statistical release of the Board of Governors of the FederalReserve System.Unless otherwise noted,all translations from HongKong dollars toU.S.dollars and from U.S.dollars to H

175、ongKong dollars in this prospectus weremade at the following rates:For theyears endedDecember31,2022 2023Average rate 7.8049 7.8110 As of December31,2022 2023Year-end spot rate 7.8472 7.81102Table of ContentsWe have made rounding adjustments to some of the figures included in thisprospectus.Accordin

176、gly,numerical figures shown as totals in some tables may notbe an arithmetic aggregation of the figures that preceded them.OverviewWe conduct our operations and provide services to customers through our OperatingSubsidiary in Hong Kong,Cre8 Hong Kong.Founded in 2006,our Operating Subsidiaryprovides

177、24/7 integrated financial printing services for listed companies,IPOapplicants and private companies in the finance and capital market in HongKongunder our brand,“Cre8”.For marketing and customer support purposes,we set up asubsidiary in the PRC,which has been non-revenue generating since incorporat

178、ion.The integrated services provided by Cre8 Hong Kong cover concept creation andartwork design,typesetting,proofreading,translation,printing,binding,logistics arrangement,uploading or making e-Submissions of our customersfinancial reports and compliance documents on the website of the Hong Kong Sto

179、ckExchange and media placements and of these services.Cre8 Hong Kong engagesprinting and translation service suppliers for all printing works and mosttranslation works whereby it can focus its resources on the core business aspectsand to utilize its resources more efficiently.In addition to its core

180、 integratedservices,Cre8 Hong Kong has expanded its offerings to include complementary designservices such as website design,branding,and content creation for marketingmaterials.Moreover,Cre8 Hong Kong is now providing technological support to itscustomers to ensure their compliance with the Listing

181、 Rules.On this front,Cre8Hong Kong disseminates announcements,circulars,financial reports,and industrynews feeds on a website of our“Cre8IR”brand.Our Operating Subsidiary in Hong Kong derives its revenue principally fromprovision of integrated financial printing services.For the fiscal year endedDec

182、ember31 2023 and 2022,its revenue amounted to approximately HK$115.3 million(US$14.8 million)and HK$97.0 million respectively.Owing to the business nature of our customers,our revenue was principally derivedfrom the provision of printing,media placement,translation and printing relatedservices from

183、IPO services and non-IPO services.Set out below is a breakdown ofour revenue by service category foryears ended December 31,2023 and 2022:For the years ended December 31,2022 2023 2023 HK$HK$US$Integrated IPO financial printing services 16,160,234 34,035,637 4,357,398Non-IPO financial printing servi

184、ces:Annual reports 48,860,524 53,021,533 6,788,060Circulars 10,230,010 8,694,347 1,113,090Others 21,707,126 19,533,696 2,500,793Total non-IPO services 80,797,660 81,249,576 10,401,943Total 96,957,894 115,285,213 14,759,341As our Operating Subsidiarys operations involve transmissions,handling andpubl

185、ication of data,information and documents of its customers and the nature ofwhich is confidential and/or price-sensitive,it is our mission to assist ourcustomers to uphold the integrity and confidentiality of their data,informationand documents and ensuring smooth and timely publication thereof in t

186、he mannerdirected by our customers.Hence,our Operating Subsidiary has adopted a stringentinternal control policy focusing on data privacy protection.Cre8 Hong Kong has achieved a number of certifications,awards and prizes forseveral consecutiveyears in recognition of its success and achievements in

187、respectof its services and effort in environmental protection such as International ARCAwards in respect of the annual reports produced by Cre8 Hong Kong.As of December 31,2022 and 2023,we had an accumulated deficit of approximatelyHK$9.0 million and HK$1.2 million(US$0.2 million),and a working capi

188、tal deficitof approximately HK$28.8 million and HK$17.8(US$2.3 million),respectively,andour net cash used in operating activities for the year ended December 31,2022 wasapproximately HK$13.9 million and our net cash generated from operating activitiesfor the year ended December 31,2023 was approxima

189、tely HK$5.5 million(US$0.7million).As of December 31,2023,our indebtedness comprised the guaranteed andsecured bank borrowings of HK$9.0 million(approximately US$1.2 million),whichcarried a weighted average interest rate of 3.625%and was repayable within 10years or on demand.Management plans to cont

190、inue to focus on improving operationalefficiency and cost reductions.Additionally,we plan to raise capital via privateplacement or public offering in the event that it does not have adequate liquidityto meet its current obligations.3Table of ContentsIndustryFinancial printing services refer to speci

191、alized services for production andpublications of documents including IPO prospectus,corporate announcements,financial reports(e.g.annual,interim and/or quarterly reports)and circulars,etc.Major customers of financial printing service providers include listedcompanies and IPO applicants.The service

192、scope of the financial printing servicesindustry in Hong Kong generally covers(i)design;(ii)typesetting andproofreading;(iii)translation;(iv)printing;(v)distribution;and(vi)value-added services.HongKongs stock market ranked fourth globally in 2021 in terms of IPO equityfunds raised,raising IPO fund

193、of US$42,297million in 2021.HongKong being aninternational financial center is the one of the most sought-after IPO market forglobal companies which are increasingly looking to expand in the Asia-Pacificregion and enhance their brand image through listing.The number of listed companies in HongKong i

194、ncreased from 2,118 in 2017 to 2,572in 2021,at a CAGR of approximately 4.0%.From 2017 to 2021,the number ofcompanies listed on Main Board and GEM increased at a CAGR of approximately 4.3%and 1.7%,respectively.Companies listed on Main Board are required to produce an annual report and aninterim repor

195、t yearly,while companies listed on the GEM are required to publishmore documents including an annual report,an interim report and two quarterlyreports yearly.All listed companies are required to comply with the Listing Rules(as the case may be)and to publish announcements and/or circulars under vari

196、ouscircumstances.All these reports and other documents have created the need forfinancial printing services in HongKong.Competitive StrengthsAs we conduct our operations and provide services to customers through ourOperating Subsidiary in Hong Kong,we believe that the following competitivestrengths

197、of our Operating Subsidiary ultimately contribute to our success anddifferentiate us from our competitors:An established operating history in providing one-stop integratedfinancial printing services with a strong customer base.The comprehensive and stringent internal control policy in upholding data

198、security and environmental protection.The stable and dedicated workforce led by an experienced management team.The stable relationships with our suppliers.Growth StrategiesWhile part of the proceeds from this offering would be utilized to fulfill ourworking capital needs and other general corporate

199、purposes,we plan to grow ourbusiness with the remaining portion of the proceeds from this offering by upgradingthe current operations conducted by our Operating Subsidiary in Hong Kong andexpand its operations to markets outside Hong Kong by pursuing the followingbusiness strategies:Increase our sca

200、le of operations and expand our business in SoutheastAsia.We established our business presence in Hong Kong in 2006,andwe currently manage and operate our business through our OperatingSubsidiary at a business premise located in a Grade A commercial buildingin the Central District in Hong Kong(the“C

201、entral Office”)with agross floor area of approximately 1,367 square meters under a lease froman independent third party,which is expiring on January 31,2025.As ourcustomers in Hong Kong generally require their financial printing servicesproviders to provide them with conference rooms that are fully

202、equippedwith advanced multi-media conferencing equipment and lounges,we believethat having only one business premise in Hong Kong would restrain ourplans for business expansion.We therefore consider setting up a newbusiness premise in Southeast Asia by leasing an office space or throughstrategic inv

203、estment and acquisition of business in relation to financialprinting services,which would enable us to(i)cope with our businessexpansion in our integrated financial printing services and newlydeveloped design services;(ii)provide well-equipped and comfortableconference rooms and office environment t

204、o customers for meeting andconducting of marketing functions,which would also enhance ourcompetitiveness and attractiveness as compared to our competitors;(iii)invest in new equipment and hardware for financial printing services,which would enhance our quality of service;and(iv)mitigate the risk ofi

205、ncreasing rental expenses.4Table of ContentsEnhance the IT infrastructure for better service quality and operationalefficiency.We plan to enhance the security of our OperatingSubsidiarys IT infrastructure and enhance the capacity and quality ofits data server mainly through(i)rental of racks in cage

206、 to place thedata servers and private cloud space from a leading telecommunicationsprovider in HongKong;and(ii)installation of private point-to-pointnetworks from our new business premise to our servers in order to avoidany leakage of information due to the deficiency of our own ITinfrastructure or

207、cyberattacks given that our Operating Subsidiary needsto deal with confidential and inside information of our customers in ourordinary course of business.Improvements in the IT infrastructure willalso ensure the documents circulated are virus free and allow Cre8 HongKong to focus its efforts and res

208、ources on improving the user interface(UI)and user experience(UX).Furthermore,improving the IT systems and infrastructures can also enableus to achieve automation of certain working process,eliminate contentconversion,shorter lead time and higher efficiency for the business andtherefore reducing the

209、 overall production costs.For instance,Cre8 HongKong may migrate its current systems to cloud or data center.Continue to attract and retain top talent in the industry.We planto expand and enhance our sales and marketing team by recruiting moresales personnel so as to facilitate its organic growth by

210、 solidifying itsexisting customer relationship and developing new relationship withpotential customers.In addition,we also plan to recruit more operationstaff such as customer service and translation staff for development ofthe financial printing services provided by Cre8 Hong Kong and strengthenits

211、 in-house translation team so as to reduce its reliance on externaltranslators and ensure optimal performance and quality work products ofexternal translators.Broaden the customer base through leveraging synergies between variouskinds of current services.Expand our operation to theUnited States.We p

212、lan to further enlarge our market share byattracting new customers while retaining existing customers.In thisconnection,we plan to leverage opportunities to cross-sell currentintegrated services and to provide quality services.Further,amongstother things,we intend to develop and expand investor rela

213、tions relatedservices in relation to,for example,non-compliance marketing of listedcompanies,website content creation,good quality of corporate videos,XBRL(eXtensible Business Reporting Language)and metaverse.Corporate HistoryOn September16,2006,Cre8(Greater China)Limited(“Cre8 Hong Kong”),theOperat

214、ing Subsidiary,was incorporated as a company with limited liability underthe laws of HongKong.On November5,2021,Chuangbafang Enterprise Management(Shanghai)Company Limited(“Cre8 China”)was incorporated under the laws of thePRC as Cre8 HongKongs wholly-owned subsidiary,for the purpose of maintaining

215、arepresentative office in Mainland China to conduct marketing and customer supportin Mainland China,Since its incorporation,Cre8 China has not actively engaged inany revenue-generating activities.In December 2023,we completed a series of transactions effectuating thereorganization of the Cre8 group

216、of companies(the“Reorganization”).As part of the Reorganization,Cre8 Enterprise Limited(“Cre8 BVI”)wasincorporated under the laws of BVI on December4,2023,as the holding company,andits wholly-owned intermediate holding company,Cre8 Incorporation Limited(“Cre8Incorp”)was incorporated on December 6,20

217、23 under the laws of BVI.OnDecember4,2023,the date of the incorporation of Cre8 Enterprise Limited,anaggregate of 10,000 Class A Ordinary Shares were issued to 15 foundingshareholders.Cre8 BVI and Cre8 Incorp are holding companies and not actively engaging in anybusiness.On December12,2023,5,000,000

218、 ordinary shares,the entire ownership interests ofCre8 Hong Kong held by Cre8 Investment Limited were transferred from Cre8Investments Limited to Cre8 Incorp by way of share exchange,pursuant to theReorganization Agreement between Cre8 BVI,Cre8 Incorp,and Cre8 InvestmentsLimited.In exchange of the e

219、ntire ownership interests of Cre8 HongKong,Cre8 BVIallotted and issued 2,500 ClassB Ordinary Shares to Cre8 Investment Limited.Upon completion of the Reorganization,our Operating Subsidiary,Cre8 HongKong,and its subsidiary,Cre8 China,have become indirect wholly-owned subsidiaries ofCre8 BVI,through

220、Cre8 Incorp.5Table of ContentsOn August 13,2024,Cre8 BVI resolved and approved a subdivision of each of theissued and unissued Class A Ordinary Share and each of the issued and unissuedClass B Ordinary Share of no par value into 1,800 Class A Ordinary Shares of no parvalue and 1,800 Class B Ordinary

221、 Shares of no par value,respectively.After theshare subdivision took effect on 13 August 2024,Cre8 BVI is authorized to issue amaximum of 360,000,000 shares of no par value divided into(i)324,000,000 Class AOrdinary Shares of no par value and(ii)36,000,000 Class B Ordinary Shares of nopar value,of w

222、hich 18,000,000 Class A Ordinary Shares and 4,500,000 Class BOrdinary Shares are in issue.We do not have,nor intend to have,any contractual arrangements to establish avariable interest entity(“VIE”)structure with any entity in Mainland China,including Cre8 China.Corporate StructureWe are offering 1,

223、750,000 Class A Ordinary Shares,representing 8.86%of theClass A Ordinary Shares issued and outstanding following completion of theOffering,assuming the underwriter do not exercise the over-allotment option.Cre8 BVIs issued share capital is a dual-class structure consisting of Class AOrdinary Shares

224、and Class B Ordinary Shares.Class A Ordinary Shares are the onlyclass of Ordinary Shares being offered in this Offering.Holders of Class AOrdinary Shares and Class B Ordinary Shares shall vote together as one class on allresolutions of the shareholders and have the same rights except each Class AOrd

225、inary Share shall entitle its holder to one(1)vote and each Class B OrdinaryShare shall entitle its holder to twenty(20)votes.Each Class B Ordinary Share isconvertible into one(1)Class A Ordinary Share at any time at the option of theholder thereof but Class A Ordinary Shares are not convertible int

226、o Class BOrdinary Shares.On August 13,2024,Cre8 BVI effectuated a share split of its issued and unissuedshares at a ratio of 1-to-1,800(the“Share Split”),so that there were 18,000,000Class A Ordinary Shares and 4,500,000 Class B Ordinary Shares issued andoutstanding,post-Share Split.As a result of t

227、he share split,the Company now has360,000,000 authorized ordinary shares with no par value each divided into(i)324,000,000 Class A Ordinary Shares of no par value each and(ii)36,000,000 ClassB Ordinary Shares of no par value each.From a British Virgin Islands legalperspective,the Share Split does no

228、t have any retroactive effect on our sharesprior to the effective date.However,references to our Class A Ordinary Shares andClass B Ordinary Shares in this prospectus are presented on a post-Share Splitbasis,or as having been retroactively adjusted and restated to give effect to theShare Split,as if

229、 the Share Split had occurred by the relevant earlier date.The chart below illustrates our corporate structure as of the date of thisprospectus and upon completion of the Offering(assuming no exercise of the over-allotment option by the underwriters):_Note:As of the date of this prospectus,there are

230、 fourteen(14)shareholders of record thathave shareholding less than 5%of the issued and outstanding Class A Ordinary Shares.6Table of ContentsTransfers of Cash to and from Our Operating Subsidiary in HongKongCre8 BVI has no operations of its own.It conducts its operations in HongKongthrough our Oper

231、ating Subsidiary.Cre8 BVI may rely on dividends or payments to bepaid by our Operating Subsidiary to fund its cash and financing requirements,including the funds necessary to pay dividends and other cash distributions to ourshareholders and U.S.investors,to service any debt we may incur and to pay o

232、uroperating expenses.If our Operating Subsidiary incurs debt on their own behalf inthe future,the instruments governing the debt may restrict their ability to paydividends or make other distributions to us.Our Operating Subsidiary is permitted under the laws of Hong Kong to providefunding to Cre8 BV

233、I,through dividend distributions or payments,withoutrestrictions on the amount of the funds.There are no restrictions or limitation on our ability to distribute earnings bydividends from our Operating Subsidiary in Hong Kong to the Company and ourshareholders and U.S.investors,provided that the enti

234、ty remains solvent aftersuch distribution.Subject to the BVI Actand our Amended and Restated Memorandumand Articles of Association,our Board of Directors may authorize and declare adividend to shareholders at such time and of such an amount as they deem fit ifthey are satisfied,on reasonable grounds

235、,that immediately following the dividend,the value of our assets will exceed our liabilities and Cre8 BVI will be able topay our debts as they fall due.According to the Companies Ordinance(Chapter622of the Laws of HongKong),a company may only make a distribution out of profitsavailable for distribut

236、ion.Other than the above,we did not adopt or maintain anycash management policies and procedures as of the date of this prospectus.Underthe current practice of the Inland Revenue Department of Hong Kong,no tax ispayable in HongKong in respect of dividends paid by us.The laws and regulationsof the PR

237、C on currency conversion control do not currently have any material impacton the transfer of cash from Cre8 BVI to our Operating Subsidiary or vise vera.There is no further BVI or HongKong statutory restriction on the amount of fundswhich may be distributed by us by dividend.Under the current practi

238、ce of theInland Revenue Department of HongKong,no withholding tax is payable in HongKongin respect of dividends paid by our HongKong subsidiaries to us.There are no restrictions or limitations under the laws of HongKong imposed on theconversion of Hong Kong dollar into foreign currencies and the rem

239、ittance ofcurrencies out of HongKong,nor is there any restriction on any foreign exchangeto transfer cash between Cre8 BVI and its HongKong subsidiary,across borders andto U.S.investors,nor there is any restrictions and limitations to distributeearnings from the subsidiary,to Cre8 BVI and U.S.invest

240、ors and amounts owed.Our BVI holding company,Cre8 BVI,has not declared or made any dividend or otherdistribution to its shareholders,including U.S.investors,in the past,nor haveany dividends or distributions been made by our subsidiaries to the BVI holdingcompany.For the years ended December 31,2022

241、 and 2023 and up to the date of thisprospectus,neither we nor our subsidiaries have declared or made any dividend orcontribution to its shareholders,including U.S.investors.Furthermore,for theyears ended December 31,2022 and 2023 and from January 1,2024 up to the date ofthis prospectus,Cre8 Hong Kon

242、g,our Operating Subsidiary,transferred cash ofHK$3,462,630(USD443,648),HK$2,255,777(USD288,795)and HK$977,636(USD125,033),respectively,to Cre8 China,for the purpose of maintenance of a representativeoffice which is only used for marketing and customer support in Mainland China;while Cre8 China refun

243、ded excess cash of HK$494,374(USD63,341)to Cre8 Hong Kongfor the year ended December 31,2022.Other than the transfers above,we have not made any distribution of dividends orassets,cash transfers,capital contributions or loans among the holding company orany of our subsidiaries for the years ended De

244、cember 31,2022 and 2023 and fromJanuary 1,2024 up to the date of this prospectus.Other than the transfer above,we have not made any distribution dividends or assets,cash transfers,capitalcontributions or loans among the holding company or any of our subsidiaries.Anyloans from us or our subsidiaries

245、outside of Mainland China to Cre8 China,ourMainland China subsidiary,which is treated as a foreign-invested enterprise(“FIE”)under PRC law,are subject to PRC regulations and foreign exchange loanregistrations.Such loans to our FIE subsidiary to finance its activities must beregistered with the State

246、 Administration of Foreign Exchange(“SAFE”)or its localcounterparts.As advised by Guangdong Wesley Law Firm,our PRC counsel,PRC laws,regulations and judicial interpretations thereof do not prohibit using cashgenerated from one subsidiary to fund another subsidiarys operations by way ofshort-term int

247、erest free loans.7Table of ContentsAlthough Cre8 China solely serves marketing and customer support purposes and doesnot have substantial operations nor generates any revenue at all,to the extentcash or assets in the business is in Cre8 China,the cash or assets may not beavailable to fund operations

248、 or for other use outside of the mainland China due tointerventions in or the imposition of restrictions and limitations on our or oursubsidiaries ability by the PRC government to transfer cash or assets ordistribute earnings within our group.If Cre8 China would engage in any revenue-generating acti

249、vities,which we do not intend to do so in the foreseeable future,the PRC laws and regulations applicable to Cre8 China permit payments of dividendsonly out of their retained earnings,if any,determined in accordance withapplicable accounting standards and regulations.Cre8 China may pay dividends only

250、out of their respective accumulated after-tax profits as determined in accordancewith PRC accounting standards and regulations,if Cre8 to engage in any revenue-generating activities.In addition,Cre8 China is required to set aside at least10%of its accumulated after-tax profits each year,if any,to fu

251、nd certainstatutory reserve funds,until the aggregate amount of such funds reaches 50%ofits registered capital.At its discretion,a wholly foreign-owned enterprise mayallocate a portion of its after-tax profits to discretionary funds.These reservefunds and discretionary funds are not distributable as

252、 cash dividends.Furthermore,if there is any,dividends paid by our Mainland China subsidiary to its parentcompanies will be subject to a 10%withholding tax,which can be reduced to 5%ifcertain requirements are met.The PRC government also imposes restrictions on theconversion of RMB into foreign curren

253、cies and the remittance of currencies out ofthe PRC.As such,if Cre8 China will engage in any revenue-generating activities inthe future,we may experience difficulties in completing the administrativeprocedures necessary to obtain and remit foreign currency for the transfer cashwithin our group,acros

254、s border,or to U.S.investors.We do not have any present plan to declare or pay any dividends on our ClassAOrdinary Shares in the foreseeable future.We currently intend to retain allavailable funds and future earnings,if any,for the operation and expansion of ourbusiness.Any future determination rela

255、ted to our dividend policy will be made atthe discretion of our Board of Directors after considering our financial condition,results of operations,capital requirements,contractual requirements,businessprospects and other factors the Board of Directors deems relevant,and subject tothe restrictions co

256、ntained in any future financing instruments,in our Amended andRestated Memorandum and Articles of Association and in the Companies Act.If wedetermine to pay dividends on any of our ClassA Ordinary Shares in the future,asa holding company,we will be dependent on receipt of funds from our OperatingSub

257、sidiary by way of dividend payments.Risk Factors SummaryInvesting in our ClassA Ordinary Shares involves a high degree of risk.You shouldcarefully consider all of the information in this prospectus(including in“RiskFactors,”“Managements Discussion and Analysis of Financial Condition andResults of Op

258、erations”and our consolidated financial statements and the notesthereto)before making an investment in our ClassA Ordinary Shares.These riskscould adversely affect our business,financial condition and results of operations,and cause the trading price of our ClassA Ordinary Shares to decline.You coul

259、dlose part or all of your investment.In reviewing this prospectus,you should bearin mind that past results are no guarantee of future performance.See“SpecialNotes Regarding Forward-Looking Statements”for a discussion of forward-lookingstatements and the significance of forward-looking statements in

260、the context ofthis prospectus.The following is a summary of what we view as our most significant risk factors:Risks Related to Our Business and OperationWe face risks and uncertainties relating to our business and operation,including,but not limited to the following:-Our financial performance may va

261、ry from period to period due to(i)ourOperating Subsidiarys project-by-project engagements whereby itscustomers generally do not enter into long-term service agreements withour Operating Subsidiary;(ii)the timing of completion of the projects byour Operating Subsidiary;and(iii)seasonality.(see page 2

262、3 of thisprospectus).We rely on our service suppliers to conduct all of the printing andbinding/packaging works,delivery of final content outputs andsubstantially all of the translation works and the performance of thesesuppliers may affect the quality of our overall services to customers(seepage 23

263、 of this prospectus).Our final billings to our customers may differ from the initial quotationswhich may cause disagreements between customers and us(see page 24 ofthis prospectus).8Table of ContentsWe may be adversely affected by the losses or liabilities arising fromleakage of confidential or insi

264、de information or substantial errors inrespect of documents handled by our Operating Subsidiary(seepage24 ofthis prospectus).We and our subsidiaries may face financial or reputational loss due toinadvertent errors occurred in our business operations(see page 25 ofthis prospectus).We do not own our o

265、wn business premises for carrying out our business andthus,we are exposed to the risks relating to fluctuations of commercialbuilding rental market.(see page 25 of this prospectus).Any unexpected and prolonged disruption to the access of our businesspremises may adversely affect our business(see pag

266、e 25 of thisprospectus).Our Operating Subsidiary does not maintain any insurance to cover claimfor loss or damage to its final content outputs during delivery(see page25 of this prospectus).We face possible infringement of our intellectual property rights,whichcould harm our business and competitive

267、 position(see page 26 of thisprospectus).We rely on market recognition of our“Cre8”brand and face risksassociated with negative publicity(see page 26 of this prospectus).We rely on continuing efforts of our senior management team.If one ormore of our key executives were unable or unwilling to contin

268、ue in theirpresent position,our business may be severely disrupted(seepage27 ofthis prospectus).Our Operating Subsidiary may face difficulties in recruiting and retainingexperienced staff at stable salary levels(see page 27 of thisprospectus).We and our subsidiaries are susceptible to information te

269、chnologyinfrastructure failure caused by server failure and/or unexpected networkinterruptions,security breaches,attack by hackers,computer virus ornatural or man-made disasters(see page 27 of this prospectus).Our business operation is subject to cybersecurity risks.A cyberattackmay disrupt our oper

270、ations and compromise the personal data of ourcustomers(see page 28 of this prospectus).Failure to comply with cybersecurity,data privacy,data protection,orany other laws and regulations related to data may materially andadversely affect our business,financial condition,and results ofoperations(seep

271、age 29 of this prospectus).We may be unable to implement our future plans successfully(see page 29of this prospectus).Risks Related to Doing Business in the Jurisdictions in which We OperateWe face risks and uncertainties relating to doing business in HongKong in general,including,but not limited to

272、 the following:Substantially all of our operations are conducted by our wholly-ownedOperating Subsidiary in Hong Kong.However,due to the long-armapplication of the current PRC laws and regulations,the PRC governmentmay exercise significant direct oversight and discretion over the conductof our Opera

273、ting Subsidiarys business and may intervene or influence ourOperating Subsidiarys operations,which could result in a materialchange in our operations and/or the value of our Class A Ordinary Shares.Our Operating Subsidiary in Hong Kong may be subject to laws andregulations of Mainland China,which ma

274、y impair our OperatingSubsidiarys ability to operate profitably and result in a materialnegative impact on our operations and/or the value of our Class A OrdinaryShares.Furthermore,the changes in the policies,regulations,rules andthe enforcement of laws of Mainland China may also occur quickly withl

275、ittle advance notice and our assertions and beliefs of the risk imposedby the Chinese legal and regulatory system cannot be certain(see page 29of this prospectus).9Table of ContentsThere remain some uncertainties as to whether we will be required toobtain approvals from the PRC authorities to list o

276、n the U.S.exchangesand offer securities in the future,and if required,we cannot assure youthat we will be able to obtain such approval.We or our subsidiaries maybecome subject to a variety of PRC laws and other obligations regardingdata security in relation to offerings that are conducted overseas,a

277、ndany failure to comply with applicable laws and obligations could have amaterial and adverse effect on our business,financial condition andresults of operations and may hinder our ability to offer or continue tooffer ClassA Ordinary Shares to investors and cause the value of ourClass A Ordinary Sha

278、res to significantly decline or be worthless(seepage 31 of this prospectus).Compliance with HongKongs Personal Data(Privacy)Ordinance and anysuch other existing or future data privacy related laws,regulations andgovernmental orders may entail significant expenses and could materiallyaffect our and o

279、ur Operating Subsidiarys business(see page 34 of thisprospectus).If the PRC government chooses to extend the oversight and control overofferings that are conducted overseas and/or foreign investment inMainland China-based issuers to Hong Kong-based issuers,such action mayaffect the business of our H

280、ong Kong-based Operating Subsidiary,which mayultimately and significantly limit or completely hinder our ability tooffer or continue to offer Class A Ordinary Shares to investors and causethe value of our Class A Ordinary Shares to significantly decline or beworthless(see page 35 of this prospectus)

281、.The enforcement of laws and rules and regulations in China can changequickly with little advance notice.Additionally,the PRC laws andregulations and the enforcement of such that apply or are to be applied toHong Kong can change quickly with little or no advance notice.As aresult,the Hong Kong legal

282、 system embodies uncertainties which couldlimit the availability of legal protections,which could result in amaterial change in our Operating Subsidiarys operations and/or the valueof the securities we are offering(see page 35 of this prospectus).There are some political risks associated with conduc

283、ting business inHongKong(see page 36 of this prospectus).Fluctuations in exchange rates could have a material and adverse effect onour results of operations and the value of your investment(see page 37 ofthis prospectus).Risks Related to the Industry in which We OperateWe face risks and uncertaintie

284、s relating to the industry in which we operate,including,but not limited to the following:We conduct our operations through our Operating Subsidiary in HongKong.Our business performance is highly influenced by the conditions of capitaland financial market in Hong Kong.Unfavorable market and economic

285、conditions and the material deterioration of the political and regulatoryenvironment in Hong Kong and Mainland China,could materially andadversely affect our business,financial condition,prospects,and resultsof operations(see page 37 of this prospectus).We face intense competition,and if we do not c

286、ompete effectively,ourresults of operations and business prospects may be adversely affected(see page 37 of this prospectus).We and our Operating Subsidiary are susceptible to regulatory changesaffecting the needs of our customers(see page 38 of this prospectus).Our business is susceptible to the ri

287、sks in capital market,particularly,the IPO market in Hong Kong(see page 38 of this prospectus).Unforeseen circumstances may adversely affect our and our OperatingSubsidiarys business operations(see page 39 of this prospectus).A sustained outbreak of pandemic such as COVID-19 and the measures takenin

288、 response thereto could have a material adverse impact on our business,operating results and financial condition.(see page 39 of thisprospectus).Our costs and expenses may remain constant or increase even if ourrevenues decline(see page 40 of this prospectus).10Table of ContentsRisks Related to Our

289、Corporate StructureThere are risks and uncertainties relating to our corporate structure,including,but not limited to the following:We rely on dividends and other distributions on equity paid by ourOperating Subsidiary in Hong Kong to fund any cash and financingrequirements we may have,and any limit

290、ation on the ability of ourOperating Subsidiary to make payments to us outside of HongKong,due tointerventions in,or the imposition of restrictions and limitations on,our or our Operating Subsidiarys ability by the PRC government totransfer cash in the future could have a material adverse effect on

291、ourability to conduct business and might materially decrease the value of ourClassA Ordinary Shares or cause them to be worthless(see page 40 ofthis prospectus).Cre8 China,our subsidiary in Mainland China,is subject to restrictionson paying dividends or making other payments to us or our OperatingSu

292、bsidiary(see page 40 of this prospectus).PRC regulation on loans to,and direct investment in,PRC entities byoffshore holding companies and governmental control in currency conversionmay delay or prevent us from making loans to or making additional capitalcontributions to our Cre8 China,our Mainland

293、China subsidiary(see page41 of this prospectus).The laws of BVI provide limited protections for minority shareholders,sominority shareholders will not have the same options as to recourse incomparison to the U.S.if the shareholders are dissatisfied with theconduct of our affairs(see page 42 of this

294、prospectus).As the rights of shareholders under BVI law differ from those under U.S.law,you may have fewer protections as a shareholder.(see page 42 of thisprospectus).As a company incorporated in the BVI,we are permitted to adopt certainBVI practices in relation to corporate governance matters that

295、 differsignificantly from the Nasdaq Capital Market listing standards;thesepractices may afford less protection to shareholders than they would enjoyif we complied fully with the Nasdaq Capital Market listing standards(seepage 45 of this prospectus).Risks Related to Our ClassA Ordinary Shares and Th

296、is OfferingThere are risks and uncertainties relating to our ClassA Ordinary Shares and thisOffering,including,but not limited to the following:Our Class A Ordinary Shares may be prohibited from being traded on anational exchange under the Holding Foreign Companies Accountable Act ifthe PCAOB is una

297、ble to inspect our auditors.The delisting of our Class AOrdinary Shares,or the threat of their being delisted,may materially andadversely affect the value of your investment.Furthermore,on June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign CompaniesAccountable Act,which was signed i

298、nto law on December 29,2022,amendingthe HFCAA to require the SEC to prohibit an issuers securities fromtrading on any U.S.stock exchanges if its auditor is not subject to PCAOBinspections for two consecutive years instead of three(see page 45 ofthis prospectus).The dual-class structure of our Ordina

299、ry Shares will have the effect ofconcentrating voting control with our Controlling Shareholder,Cre8Investments Limited,which will hold in the aggregate 87.87%of the votingpower of our voting shares following the completion of this Offering,preventing you and other shareholders from influencing signi

300、ficantdecisions,including the election of directors,amendments to ourorganizational documents and any merger,consolidation,sale of all orsubstantially all of our assets,or other major corporate transactionrequiring shareholder approval(see page 46 of this prospectus).As a“controlled company”under th

301、e rules of the Nasdaq Stock MarketLLC,we may choose to exempt our company from certain corporate governancerequirements that could have an adverse effect on our public shareholders(see page 48 of this prospectus).There has been no public market for our Ordinary Shares,including ourClassA Ordinary Sh

302、ares,prior to this Offering,and you may not be ableto resell our ClassA Ordinary Shares at or above the price you paid,orat all(see page 48 of this prospectus).We may experience extreme stock price volatility unrelated to our actualor expected operating performance,financial condition or prospects,m

303、aking it difficult for prospective investors to assess the rapidlychanging value of our Class A Ordinary Share,and could result insubstantial losses to you(see page 48 of this prospectus).11Table of ContentsOur ClassA Ordinary Shares may be thinly traded and you may be unable tosell at or near ask p

304、rices or at all if you need to sell your shares toraise money or otherwise desire to liquidate your shares.If we cannot satisfy,or continue to satisfy,the initial listingrequirements and other rules of Nasdaq Capital Market,although we areexempt from certain corporate governance standards applicable

305、 to USissuers as a Foreign Private Issuer,our ClassA Ordinary Shares may notbe listed or may be delisted,which could negatively impact the price ofour ClassA Ordinary Shares and your ability to sell them(see page 50 ofthis prospectus).Our existing shareholders that are not included in this registrat

306、ionstatement will be able to sell their Ordinary Shares after completion ofthis Offering subject to restrictions under the Rule144(see page 51 ofthis prospectus).The sale or availability for sale of substantial amounts of our ClassAOrdinary Shares in the public market could adversely affect the mark

307、etprice of our ClassA Ordinary Shares(see page 51 of this prospectus).Future issuances of our ClassB Ordinary Shares may be dilutive to thevoting power of our ClassA Ordinary Shareholders(see page 52 of thisprospectus).You will experience immediate and substantial dilution in the net tangiblebook va

308、lue of Class A Ordinary Shares purchased(see page 52 of thisprospectus).Because the amount,timing,and whether or not we distribute dividends atall is entirely at the discretion of our Board of Directors,you must relyon price appreciation of our ClassA Ordinary Shares for return on yourinvestment(see

309、 page 52 of this prospectus).As an“emerging growth company”under applicable law,we will be subjectto lessened disclosure requirements.Such reduced disclosure may make ourClassA Ordinary Shares less attractive to investors(see page 52 of thisprospectus).We will incur increased costs as a result of be

310、ing a public company,particularly after we cease to qualify as an emerging growth company(seepage 53 of this prospectus).As a“foreign private issuer”under the rules and regulations of theSEC,we are permitted to,and will,file less or different informationwith the SEC than a company incorporated in th

311、e United States orotherwise subject to these rules,and will follow certain home-countrycorporate governance practices in lieu of certain Nasdaq requirementsapplicable to U.S.issuers(see page 54 of this prospectus).As a foreign private issuer,we are permitted to adopt certain homecountry practices in

312、 relation to corporate governance matters that differsignificantly from Nasdaq corporate governance listing standards.Thesepractices may afford less protection to shareholders than they would enjoyif we complied fully with corporate governance listing standards(see page54 of this prospectus).We may

313、lose our foreign private issuer status in the future,which couldresult in significant additional costs and expenses(see page 54 of thisprospectus).We have board discretion in the use of the net proceeds from this Offeringand may not use them effectively(see page 55 of this prospectus).There can be n

314、o assurance that we will not be deemed a passive foreigninvestment company,or PFIC,for U.S.federal income tax purposes for anytaxable year,which could result in adverse U.S.federal income taxconsequences to U.S.holders of our ClassA Ordinary Shares(see page 55of this prospectus).Nasdaq may apply add

315、itional and more stringent criteria for our initialand continued listing because we plan to have a small public offering andour insiders will hold a large portion of our listed securities(see page55 of this prospectus).We may be subject to material litigation,including individual and classaction law

316、suits,as well as investigations and enforcement actions byregulators and governmental authorities(see page 56 of this prospectus).12Table of ContentsRegulatory Development in the PRCHongKong is a special administrative region of the PRC and the basic policies ofthe PRC regarding HongKong are reflect

317、ed in the Basic Law,which is a national lawof the PRC and the constitutional document for HongKong.The Basic Law providesHongKong with a high degree of autonomy and executive,legislative and independentjudicial powers,including that of final adjudication under the principle of“onecountry,two systems

318、”.Accordingly,as confirmed by our PRC counsel,Guangdong Wesley Law Firm,we believePRC laws and regulations do not currently have any material or adverse impact onour business,financial condition or results of operations.However,there is noassurance that there will not be any changes in the economic,

319、political and legalenvironment in Hong Kong in the future.If there was a significant change tocurrent political arrangements between Mainland China and Hong Kong,companiesoperating in HongKong might face similar regulatory risks as those operated inMainland China,including their ability to offer sec

320、urities to investors,listtheir securities on a U.S.or other foreign exchange,and conduct their business oraccept foreign investment.In light of Chinas recent expansion of authority inHongKong,there are risks and uncertainties which we cannot foresee for the timebeing,and rules,regulations and the en

321、forcement of laws in China can changequickly with little or no advance notice.The PRC government may intervene orinfluence the current and future operations in HongKong at any time or may exertmore oversight and control over offerings conducted overseas and/or foreigninvestment in issuers like us.We

322、 are aware that,recently,the PRC government initiated a series of regulatoryactions and statements to regulate business operations in certain areas in MainlandChina with little advance notice,including cracking down on illegal activities inthe securities market,enhancing supervision over Mainland Ch

323、ina-based companieslisted overseas using a VIE structure,adopting new measures to extend the scope ofcybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.Forexample,on June 10,2021,the Standing Committee of the National PeoplesCongress enacted the PRC Data Security Law,which

324、took effect on September1,2021.The law requires data collection to be conducted in a legitimate and proper manner,and stipulates that,for the purpose of data protection,data processing activitiesmust be conducted based on data classification and hierarchical protection systemfor data security.On Jul

325、y6,2021,the General Office of the Communist Party ofChina Central Committee and the General Office of the State Council jointly issueda document to crack down on illegal activities in the securities market and promotethe high-quality development of the capital market,which,among other things,require

326、s the relevant governmental authorities to strengthen cross-border oversightof law-enforcement and judicial cooperation,to enhance supervision over MainlandChina-based companies listed overseas,and to establish and improve the system ofextraterritorial application of the PRC securities laws.On Augus

327、t20,2021,the30th meeting of the Standing Committee of the 13th National Peoples Congress votedand passed the“Personal Information Protection Law of the Peoples Republic ofChina”or“PRC Personal Information Protection Law”,which became effective onNovember 1,2021.The PRC Personal Information Protectio

328、n Law applies to theprocessing of personal information of natural persons within the territory ofMainland China that is carried out outside of Mainland China where(1)suchprocessing is for the purpose of providing products or services for natural personswithin Mainland China,(2)such processing is to

329、analyze or evaluate the behaviorof natural persons within Mainland China,or(3)there are any other circumstancesstipulated by related laws and administrative regulations.On December24,2021,the China Securities Regulatory Commission(“CSRC”),together with other relevantgovernment authorities in Mainlan

330、d China issued the Provisions of the State Councilon the Administration of Overseas Securities Offering and Listing by DomesticCompanies(Draft for Comments)and the Measures for the Filing of OverseasSecurities Offering and Listing by Domestic Companies(Draft for Comments)(collectively to be referred

331、 as the“Draft Overseas Listing Regulations”).The Draft Overseas Listing Regulations require that a Mainland China domesticenterprise seeking to issue and list its shares overseas(“Overseas Issuance andListing”)shall complete the filing procedures of and submit the relevantinformation to CSRC.The Ove

332、rseas Issuance and Listing include direct and indirectissuance and listing.Where an enterprise whose principal business activities areconducted in Mainland China seeks to issue and list its shares in the name of anoverseas enterprise(“Overseas Issuer”)on the basis of the equity,assets,income or othe

333、r similar rights and interests of the relevant Mainland Chinadomestic enterprise,such activities shall be deemed an indirect overseas issuanceand listing(“Indirect Overseas Issuance and Listing”)under the DraftOverseas Listing Regulations.On December 28,2021,the CAC jointly with therelevant authorities formally published the Measures for Cybersecurity Review(2021)which took effect on February15,20