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1、2024/11/14 09:26sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htm1/233F-1 1 formf-1.htm As filed with the Securities and Exchange Commission on November 12,2024.Registration Statement No.333-UNITED STATESSE

2、CURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Form F-1 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 GLAMOORE Capital Group Company Limited(Exact name of registrant as specified in its charter)Cayman Islands 6199 Not Applicable(State or other jurisdiction ofincorporation or organizati

3、on)(Primary Standard IndustrialClassification Code Number)(IRS EmployerIdentification Number)13/F,Wing Sing Commercial Centre,12-16 Wing Lok Street,Sheung Wan,Hong Kong+852 2130 2088(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)c/o Co

4、gency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168+212 947-7200(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Sanny Choi,Esq.Clement Au,Esq.CFN Lawyers LLC418 Boardway#4607Albany,New York,NY 12207+646 386 8128 Ross D.Carmel,Esq

5、.Sichenzia Ross Ference Carmel LLP1185 Avenue of the Americas,31st FloorNew York,NY 10036+212 930-9700 Approximate date of commencement of proposed sale to public:As soon as practicable after this registration statement becomes effective.If any of the securities being registered on this form are to

6、be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and list the Securities Act registration s

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

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

9、ark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act:Emerging growth company If an emerging growth company that prepares its financial statements in accordance with accounting principles generally accepted in the United States(“U.S.GAAP”),indicate by

10、check mark ifthe registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the SecuritiesAct.The term“new or revised financial accounting standard”refers to any update issued by the

11、Financial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment thatspecifically states

12、that this registration statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act or until the registration statement shall becomeeffective on such date as the Commission,acting pursuant to such Section 8(a),may determine.2024/11/14 09:26sec.gov/Archives/edgar/d

13、ata/1983897/000149315224044525/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htm2/233 EXPLANATORY NOTE This registration statement contains two prospectuses,as set forth below.Public Offering Prospectus.A prospectus to be used for the public offering of 2,000,0

14、00 shares of Ordinary Shares of the registrant(the“Public Offering Prospectus”)through theunderwriter named on the cover page of the Public Offering Prospectus.Resale Prospectus.A prospectus to be used for the resale by the Selling Shareholders set forth therein of 1,750,000 shares of Ordinary Share

15、s of the registrant(the“Resale Prospectus”).The Resale Prospectus is substantively identical to the Public Offering Prospectus,except for the following principal points:they contain different outside and inside front covers and back covers;they contain different Offering sections in the Prospectus S

16、ummary section beginning on page Alt-1;they contain different Use of Proceeds sections on page Alt-2;the“Capitalization”and“Dilution”sections on pages 51 to 53 of the Public Offering Prospectus are deleted from the Resale Prospectus;a Selling Shareholders section is included in the Resale Prospectus

17、;the Underwriting section from the Public Offering Prospectus on page 130 is deleted from the Resale Prospectus and a Selling Shareholder Plan of Distribution is inserted in its place;andthe Legal Matters section in the Resale Prospectus on page Alt-5 deletes the reference to counsel for the underwr

18、iter.The registrant has included in this registration statement a set of alternate pages after the back cover page of the Public Offering Prospectus(the“Alternate Pages”)to reflect the foregoingdifferences in the Resale Prospectus as compared to the Public Offering Prospectus.The Public Offering Pro

19、spectus will exclude the Alternate Pages and will be used for the public offering by theregistrant.The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offeringby the Sel

20、ling Shareholders.2024/11/14 09:26sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htm3/233 The information in this prospectus is not complete and may be changed.We may not sell these securities until the regi

21、stration statement filed with the Securities and ExchangeCommission is effective.This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is notpermitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION

22、,DATED ,2024 Ordinary Shares GLAMOORE Capital Group Company Limited This is the initial public offering of the ordinary shares(“IPO”),par value US$0.01 per share(“Ordinary Shares”or“Shares”),of GLAMOORE Capital Group Company Limited(“GCGCL”),an exempted company with limited liability incorporated un

23、der the laws of the Cayman Islands,previously known as“GLAM Capital Group Company Limited,”whose subsidiaries are establishedin Hong Kong and the British Virgin Islands.We are offering 2,000,000 Ordinary Shares of GCGCL,representing approximately 16.67%of the Ordinary Shares following completion of

24、the offeringof GCGCL.The Selling Shareholders are offering 1,750,000 Ordinary Shares to be sold pursuant to the Resale Prospectus.Following the offering and the offering by the Selling Shareholderspursuant to the Resale Prospectus,31.25%of the Ordinary Shares will be held by shareholders for general

25、 trading,assuming the Underwriters do not exercise the Over-Allotment Option.We will notreceive any of the proceeds from the sale of the Ordinary Shares by the Selling Shareholders.Prior to this offering,there has been no public market for our Ordinary Shares.The offering price of the Shares in this

26、 offering is expected to be$4 per share.We intend to apply to list the Shareson the Nasdaq Capital Market under the symbol“GMCG.”Listing of the Shares on Nasdaq is a condition to the offering.There is no assurance that such application will be approved,and if ourapplication is not approved,this offe

27、ring may not be completed.Investors are cautioned that you are buying shares of a Cayman Islands holding company with operations in Hong Kong by its Operating Subsidiaries.GCGCL is a Cayman Islands holding company with no material operations of its own,and we conduct our operations primarily in Hong

28、 Kong through the key Operating Subsidiaries(as definedbelow).References to the“Company,”“we,”“us,”and“our”in the prospectus are to GCGCL,the Cayman Islands entity that will issue the Ordinary Shares being offered.References to“GMCL”(as defined below)and“GCL”(as defined below)are to the entities ope

29、rating the businesses.References to“Operating Subsidiaries”refer to GMCL and GCL.This is an offering of the OrdinaryShares of GCGCL,the Cayman Islands holding company,and not of the shares of the Operating Subsidiaries.Investors in this offering may never directly hold any equity interests in the Op

30、eratingSubsidiaries and GVL(as defined below),the direct holding company of the Operating Subsidiaries.Investing in the Shares is highly speculative and involves a high degree of risk.Before buying any Ordinary Shares,you should carefully read the discussion of material risks ofinvesting in the Shar

31、es in“Risk Factors”beginning on page 16 of this prospectus.Our operations are primarily located in Hong Kong,a Special Administrative Region of the Peoples Republic of China(“China”or the“PRC”),with its own governmental and legal system thatis independent from mainland China and has its own distinct

32、 rules and regulations.Due to long-arm provisions under the current PRC laws and regulations,there remains regulatory uncertainty withrespect to the implementation and interpretation of laws in China.We are subject to the risks of uncertainty about any future actions of the PRC government or authori

33、ties in Hong Kong in thisregard.We may also be subject to unique risks due to the uncertainty of the interpretation and application of PRC laws and regulations.Should the PRC government choose to exercise significant oversight and discretion over the conduct of our business,they may intervene in or

34、influence our operations.Such governmentalactions:could result in a material change in our operations and/or the value of our securities;could significantly limit or completely hinder our ability to continue our operations;could significantly limit or completely hinder our ability to offer or contin

35、ue to offer our securities to investors;and may cause the value of our securities to significantly decline or be worthless.2024/11/14 09:26sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htm4/233 The legal an

36、d operational risks associated in operating in the PRC also apply to the Operating Subsidiaries operations in Hong Kong,and we face the risks and uncertainties associated with thecomplex and evolving PRC laws and regulations and as to whether and how the recent PRC government statements and regulato

37、ry developments,such as those relating to data and cyberspacesecurity,and anti-monopoly concerns,would be applicable to the Operating Subsidiaries and us,given the substantial operations of the Operating Subsidiaries in Hong Kong and the possibilities thatChinese government may exercise significant

38、oversight over the conduct of business in Hong Kong.In the event that the Operating Subsidiaries or GCGCL are to become subject to laws andregulations of the PRC,these risks could result in material costs to ensure compliance,fines,material changes in our operations and/or the value of the securitie

39、s we are registering for sale,and/orcould significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.Forexample,if the recent regulatory actions of the PRC government on da

40、ta security,anti-monopoly or other data-related laws and regulations were to apply to us and/or our subsidiaries,we and/or oursubsidiaries could become subject to certain anti-monopoly,cybersecurity and data privacy obligations,including the potential requirement to conduct a cybersecurity review fo

41、r our public offeringson a foreign stock exchange,and the failure to meet such obligations could result in penalties and other regulatory actions against us and/or our subsidiaries and may materially and adversely affectour subsidiaries business and our results of operations.We believe that we and t

42、he Operating Subsidiaries are not currently required to obtain permission from or complete filing procedure with thePRC and/or Hong Kong government authorities to list on a U.S.securities exchange and consummate this offering,including the permission requirement or complete filing procedure for any

43、datasecurity or anti-monopoly concerns.However,there is no guarantee that this will continue to be the case in the future in relation to the continued listing of our securities on a securities exchange inthe United States,or even when such permission is obtained or such filing is completed,it will n

44、ot be subsequently denied or rescinded.See“Risk Factors Risks Related to Doing Business in HongKong Our key operations are in Hong Kong,a Special Administrative Region of the PRC.According to the long-arm provisions under the current PRC laws and regulations,the PRC governmentmay exercise significan

45、t oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time,which could result in a material change in ouroperations and/or the value of the Shares.The PRC government may intervene or impose restrictions on our ability to move money out of

46、 Hong Kong to distribute earnings and pay dividends or toreinvest in our business outside of Hong Kong.Changes in the policies,regulations,rules,and the enforcement of laws of the PRC government may also be quick with little advance notice and ourassertions and beliefs of the risk imposed by the PRC

47、 legal and regulatory system cannot be certain.”on page 24;and“Risk Factors Risks Related to Doing Business in Hong Kong-If the PRCgovernment chooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-based issuers to Hong Kong-

48、based issuers,suchaction may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or beworthless”on page 28.We are aware that recently the PRC government initiated a series

49、of regulatory actions and new policies to regulate business operations in certain areas in China with little advance notice,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companies listed overseas using a variable interest entity(“VIE”)s

50、tructure,adoptingnew measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.See“Prospectus Summary Recent Regulatory Development in the PRC”beginning on page 9.On August 20,2021,the 30th meeting of the Standing Committee of the 13th National Peop

51、les Congress voted and passed the“Personal Information Protection Law of the Peoples Republic ofChina”(“PRC Personal Information Protection Law”),which became effective on November 1,2021.The PRC Personal Information Protection Law applies to the processing of personalinformation of natural persons

52、within the territory of China that is carried out outside of China where(1)such processing is for the purpose of providing products or services for natural personswithin China,(2)such processing is to analyze or evaluate the behavior of natural persons within China,or(3)there are any other circumsta

53、nces stipulated by related laws and administrativeregulations.On December 24,2021,the China Securities Regulatory Commission(“CSRC”),together with other relevant government authorities in mainland China,issued the Provisions of the StateCouncil on the Administration of Overseas Securities Offering a

54、nd Listing by Domestic Companies(Draft for Comments),and the Measures for the Filing of Overseas Securities Offering andListing by Domestic Companies(Draft for Comments)(“Draft Overseas Listing Regulations”).The Draft Overseas Listing Regulations require that a PRC domestic enterprise seeking to iss

55、ue andlist its shares overseas(“Overseas Issuance and Listing”)shall complete the filing procedures of and submit the relevant information to CSRC.The Overseas Issuance and Listing includes direct andindirect issuance and listing.Where an enterprise whose principal business activities are conducted

56、in PRC seeks to issue and list its shares in the name of an overseas enterprise on the basis of theequity,assets,income,or other similar rights and interests of the relevant PRC domestic enterprise,such activities shall be deemed an indirect overseas issuance and listing under the Draft OverseasList

57、ing Regulations.On December 28,2021,the Cyberspace Administration of China(the“CAC”),jointly with the relevant authorities,formally published Measures for Cybersecurity Review(2021),which tookeffect on February 15,2022,and replaced the former Measures for Cybersecurity Review(2020)issued on July 10,

58、2021.The Measures for Cybersecurity Review(2021)stipulates that operators ofcritical information infrastructure purchasing network products and services,and online platform operators(together with the operators of critical information infrastructure,the(“Operators”)carrying out data processing activ

59、ities that affect or may affect national security,shall conduct a cybersecurity review,and any online platform operator who controls more than one million userspersonal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country

60、.2024/11/14 09:26sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htm5/233 On February 17,2023,the CSRC released the Trial Measures for Administration of Overseas Securities Offerings and Listings by Domestic

61、Companies and five interpretive guidelines(collectively,the“CSRC Filing Rules”),which came into effect on March 31,2023.The CSRC Filing Rules further stipulate the rules and requirements for overseas offering and listing conducted byPRC domestic companies.The CSRC Filing Rules further clarified and

62、emphasized that the comprehensive determination of the“indirect overseas offerings and listing of PRC domestic companies”shall comply with the principle of“substance over form”and particularly,an issuer will be required to go through the procedures under the CSRC Filing Rules if the following criter

63、ia are met at thesame time:(i)50%or more of the issuers operating revenue,total profits,total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting yearare accounted for by PRC domestic companies,and(ii)the main parts of the issuers busine

64、ss activities are conducted in mainland China,or its main places of business are located in mainlandChina,or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China.Furthermore,the CSRC Filing Rules provide anegative list of t

65、ypes of issuers banned from listing overseas,the issues obligation to comply with national security measures and the personal data protection laws,and certain other matters such asthe requirements that an issuer(i)file with the CSRC within three business days after it submits an application for init

66、ial public offering to the competent overseas regulator and(ii)file subsequentreports with the CSRC on material events,including change of control and voluntary or forced delisting,after its overseas offering and listing.As of the date of this prospectus,as confirmed by our PRC Counsel,China Commerc

67、ial Law Firm,based on the PRC laws and regulations effective as of the date of this prospectus and subjectto interpretations of these laws and regulations that may be adopted by mainland China authorities,neither we,nor the Operating Subsidiaries are covered by the permission requirement from anyPRC

68、 authorities,including CAC and CSRC,to operate our business and offer the securities being registered to foreign investors,and the Measures for Cybersecurity Review(2021),the PRC DataSecurity Law,the PRC Personal Information Protection Law,the Draft Overseas Listing Regulations,and the CSRC Filing R

69、ules does not currently have an impact on our business,operations,orthis offering,on the basis that(i)we do not,directly or indirectly,own or control any entity or subsidiary in mainland Chima,nor is it controlled by any mainland China company or individualdirectly or indirectly;(ii)we and our subsi

70、diaries do not have any operations in mainland Chima;(iii)we do not have or intend to set up any subsidiary or enter into any contractual arrangements toestablish a variable interest entity structure with any entity in mainland China;(iv)we are headquartered in Hong Kong with our officers and all me

71、mbers of the Board of Directors are not mainlandChina citizens and all of our revenues and profits are generated by the Operating Subsidiaries or GVL and we have not generated revenues or profits from mainland China in the most recentaccounting year accounts for more than 50%of the corresponding fig

72、ures in our audited consolidated financial statements for the same period;(v)although the Operating Subsidiaries may collectand store certain data(including certain personal information from our clients,some of whom may be individuals in mainland China,connection with our business operations for“Kno

73、w YourCustomers”purposes(to combat money launder),we and the Operating Subsidiaries will not be deemed to be an“Operator”or a“data processor”that are required to file for cybersecurity review bythe CAC before listing in the United States,given that(a)as of the date of this prospectus,the Operating S

74、ubsidiaries has in aggregate collected and stored the personal information of far less thanone million users in mainland China;(b)all of the data of the Operating Subsidiaries have collected is stored in servers located in Hong Kong;(c)we do not place any reliance on collection andprocessing of any

75、personal information to maintain our business operation;(d)data processed in our business should not have a bearing on national security nor affect or may affect national security;(e)as of the date of this prospectus,neither of the Operating Subsidiaries has been informed by any PRC governmental aut

76、hority of being classified as an“Operator”or a“data processor”that issubject to CAC cybersecurity review or a CSRC review;and(vi)pursuant to the Basic Law,PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of theBasic Law(which is confined to laws relatin

77、g to national defense,foreign affairs and other matters that are not within the scope of autonomy).However,as further advised by our PRC Counsel,China Commercial Law Firm,given the uncertainties arising from the legal system in mainland China and Hong Kong,including uncertaintiesregarding the interp

78、retation and enforcement of the PRC laws and regulations and the significant authority of the PRC government to intervene or influence the offshore holding companyheadquartered in Hong Kong,there remains significant uncertainty in the interpretation and enforcement of Draft Overseas Listing Regulati

79、ons,CSRC Filing Rules,PRC Personal InformationProtection Law,relevant mainland China data privacy,cybersecurity laws and other regulations.Since these laws,regulations and regulatory actions are new,it is highly uncertain how soon thelegislative or administrative regulation making bodies will respon

80、d and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated,ifany.It is also highly uncertain what the potential impact such modified or new laws and regulations will have on the Operating Subsidiaries daily business operation and th

81、e listing of our OrdinaryShares on the United States or other foreign exchanges.Since the CSRC Filing Rules are newly promulgated,their interpretation,application and enforcement remain unclear and there also remainssignificant uncertainty as to the enactment,interpretation and implementation of oth

82、er regulatory requirements related to overseas securities offerings and other capital markets activities.If the CSRCFiling Rules become applicable to us or the Operating Subsidiaries in Hong Kong,if any of the Operating Subsidiaries is deemed to be an“Operator”,or if the Measures for Cybersecurity R

83、eview(2021)or the PRC Personal Information Protection Law become applicable to the Operating Subsidiaries in Hong Kong and we or the Operating Subsidiaries are subject to cybersecurity review,thebusiness operation of the Operating Subsidiaries and the listing of our Ordinary Shares in the United Sta

84、tes could be subject to the CACs cybersecurity review or the CSRC Overseas Issuance andListing review in the future.If the applicable laws,regulations,or interpretations change and the Operating Subsidiaries become subject to the CAC or CSRC review,we cannot assure you that theOperating Subsidiaries

85、 will be able to comply with the regulatory requirements in all respects and our current practice of collecting and processing personal information may be ordered to berectified or terminated by regulatory authorities.If we were required to obtain such permissions or approvals in the future in conne

86、ction with the listing or continued listing of our securities on astock exchange outside of the PRC,it is uncertain how long it will take for us to obtain such approval,and,even if we obtain such approval,the approval could be rescinded.Any failure to obtain ora delay in obtaining the necessary perm

87、issions from the PRC authorities to conduct offerings or list outside of the PRC may subject us to sanctions imposed by the PRC regulatory authorities,whichcould include fines and penalties,proceedings against us,and other forms of sanctions,and our ability to conduct our business,invest into the ma

88、inland China as foreign investments or acceptforeign investments,ability to offer or continue to offer Ordinary Shares to investors or list on the U.S.or other overseas exchange may be restricted,and the value of our Ordinary Shares maysignificantly decline or be worthless,our business,reputation,fi

89、nancial condition,and results of operations may be materially and adversely affected.See“Risk Factors Risks Related to DoingBusiness in Hong Kong-If the PRC government chooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-b

90、ased issuers toHong Kong-based issuers,such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares tosignificantly decline or be worthless”on page 28.The PRC government may intervene or inf

91、luence our operations at any time and may exert more control over offerings conducted overseas and foreign investment in Hong Kong-based issuers.The PRC government may also intervene or impose restrictions on our ability to move out of Hong Kong to distribute earnings and pay dividends or to reinves

92、t in our business outside of HongKong.Furthermore,PRC regulatory authorities may in the future promulgate laws,regulations or implementing rules that require our company or any of our subsidiaries to obtain regulatoryapproval from PRC authorities before this offering.These actions could result in a

93、material change in our operations and could significantly limit or completely hinder our ability to complete thisoffering or cause the value of the Shares to significantly decline or become worthless.See“Prospectus Summary Recent Regulatory Developments in the PRC”beginning on page 9.2024/11/14 09:2

94、6sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htm6/233 Furthermore,as more stringent criteria,including the Holding Foreign Companies Accountable Act(the“HFCA Act”),have been recently imposed by the SEC an

95、d the Public CompanyAccounting Oversight Board(“PCAOB”),recently,the Shares may be prohibited from trading if our auditor cannot be fully inspected.Our auditor,Audit Alliance LLP,the independent registeredpublic accounting firm that issues the audit report included in this prospectus,as an auditor o

96、f companies that are traded publicly in the United States and a firm registered with the PCAOB,issubject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess Audit Alliance LLPs compliance with applicable professional standards.Audit Alliance LLPis headquar

97、tered in Singapore,and can be inspected by the PCAOB.As of the date of this prospectus,our auditor is not subject to the determinations announced by the PCAOB on December 16,2021,relating to the PCAOBs inability to inspect or investigate completely registered public accounting firms headquartered in

98、 mainland China or Hong Kong because of a position taken by one ormore authorities in the PRC or Hong Kong.On August 26,2022,CSRC,the Ministry of Finance of the PRC(the“MOF”),and the PCAOB signed a Statement of Protocol(the“Protocol”),governing inspections and investigations of audit firms based in

99、China and Hong Kong.The Protocol remains unpublished and is subject to further explanation and implementation.Pursuant to thefact sheet with respect to the Protocol disclosed by the SEC,the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has th

100、e unfettered ability totransfer information to the SEC.On December 15,2022,the PCAOB determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firmsheadquartered in mainland China and Hong Kong and voted to vacate its previous determinations

101、 to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate thePCAOBs access in the future,the PCAOB will consider the need to issue a new determination.See“Risk Factors Risks Relating to The Shares Although the audit report included in thisprospectus is prepared by U.S.

102、auditors who are currently inspectable by the PCAOB,there is no guarantee that future audit reports will be prepared by auditors inspectable by the PCAOB and,assuch,in the future investors may be deprived of the benefits of the PCAOB inspection program.Furthermore,trading in our securities may be pr

103、ohibited under the HFCA Act if the SEC subsequentlydetermines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely,and as a result,U.S.national securities exchanges,such as the Nasdaq,maydetermine to delist our securities.Furthermore,on December 29,20

104、22,the Accelerating Holding Foreign Companies Accountable Act(the“AHFCAA”)was enacted,which amended the HFCA Actby requiring the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three

105、,and thusreduced the time before the Shares may be prohibited from trading or delisted”on page 28.We cannot assure you whether Nasdaq or other regulatory authorities will apply additional or morestringent criteria to us.Such uncertainty could cause the market price of the Shares to be materially and

106、 adversely affected.Our management monitors the cash position of the Operating Subsidiaries regularly and prepares budgets on a monthly basis to ensure it has the necessary funds to fulfil its obligations for theforeseeable future and to ensure adequate liquidity.In the event that there is a need fo

107、r cash or a potential liquidity issue,it will be reported to our Chief Financial Officer and subject to approval byour board of directors(“Board of Directors”).2024/11/14 09:26sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1983897/00014931522

108、4044525/formf-1.htm7/233 For GCGCL to transfer cash to its subsidiaries,GCGCL is permitted under the laws of the Cayman Islands to provide funding to our subsidiaries incorporated in the BVI(as defined below)andHong Kong through loans or capital contributions,provided such funding is in the best int

109、erests of GCGCL.GCGCLs subsidiary formed under the laws of the BVI is permitted under the laws of theBVI to provide funding to the Operating Subsidiaries subject to certain restrictions set forth in the BVI Business Companies Act 2004(as amended)and memorandum and articles of association ofthe relev

110、ant GCGCLs subsidiary incorporated under the laws of the BVI.As a holding company,GCGCL may rely on dividends and other distributions on equity paid by its subsidiaries for its cashand financing requirements.According to the BVI Business Companies Act 2004(as amended),a BVI company may make dividend

111、s distribution to the extent that immediately after the distribution,the value of the companys assets exceeds its liabilities and that such company is able to pay its debts as they fall due.According to the Companies Ordinance of Hong Kong,a Hong Kong companymay only make a distribution out of profi

112、ts available for distribution.If any of GCGCLs subsidiaries incur debt on their own behalf in the future,the instruments governing such debt may restricttheir ability to pay dividends to GCGCL.During the fiscal years ended March 31,2024 and 2023,GCGCL,GVL,GMCL and GCL did not declare or pay any divi

113、dends and there was no transfer ofassets among GCGCL and its subsidiaries.We do not have any current intentions to distribute further earnings.If we decide to pay dividends on any of the Shares in the future,as a holding company,we will be dependent on receipt of funds from the Operating Subsidiarie

114、s by way of dividend payments,and subject to applicable Cayman Islands restrictions.See“Dividend Policy,”“Risk Factors Risks Related to The Shares-We rely on dividends and other distributions on equity paid by the Operating Subsidiaries to fund our cash and financing requirements,and any limitation

115、on theability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business.”on page 34,and“Consolidated Statements of Change in ShareholdersEquity in the Report of Independent Registered Public Accounting Firm”for further details.We are an“em

116、erging growth company”and a“foreign private issuer”as defined under the federal securities laws and,as such,will be subject to reduced public company reportingrequirements.See“Prospectus Summary Implications of Being an Emerging Growth Company and a Foreign Private Issuer”for additional information.

117、We will not be considered a“controlled company”under Nasdaq corporate governance rules as we do not currently expect that more than 50%of the Companys voting power will be held by anindividual,a group or another company immediately following the consummation of this offering.Nonetheless,following th

118、e consummation of this offering,our principal shareholders will hold inaggregate approximately 68.75%of the Ordinary Shares.As a result,if they act together,will be able to control the management and affairs of the Company.See“Risk Factors Risks Related to TheShares-Our principal shareholders have s

119、ignificant voting power and may take actions that may not be in the best interests of our other shareholders”on page 34.Upon the completion of this offering,the outstanding shares of GCGCL will consist of 12,000,000 Ordinary Shares,assuming Joseph Stone Capital,LLC(the“Underwriters”)do not exerciset

120、heir Over-Allotment Option(as defined below),or 12,300,000 Ordinary Shares,assuming the Over-Allotment Option is exercised in full.Per Share Total(2)IPO price$4$8,000,000 Underwriting discounts(1)and commissions$0.3$600,000 Proceeds,before expenses,to us$3.7$7,400,000 (1)Represents underwriting disc

121、ounts equal to 7.5%per Ordinary Share.(2)Assumes that the Underwriters do not exercise any portion of their Over-Allotment Option.We expect our total cash expenses for this offering(including cash expenses payable to our Underwriters for their out-of-pocket expenses)to be approximately US$1,843,010

122、exclusive of theabove discounts.In addition,we will pay additional items of value in connection with this offering that are viewed by the Financial Industry Regulatory Authority(“FINRA”),as underwritingcompensation.These payments will further reduce proceeds available to us before expenses.See“Under

123、writing.”Neither the Securities and Exchange Commission(as defined below)nor any state securities commission nor any other regulatory body has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.

124、This offering is being conducted on a firm commitment basis.The Underwriters are obligated to take and pay for all of the Ordinary Shares.We have granted the Underwriters an option for aperiod of forty-five(45)days after the closing date of this offering(the“Closing Date”)to purchase up to 300,000 a

125、dditional Ordinary Shares from us at the IPO price(or 15%of the Ordinary Sharessold in this offering),less underwriting discounts to cover over-allotments,if any.If the Underwriters exercise the Over-Allotment Option(as defined below)in full,assuming the public offeringprice per Ordinary Share is US

126、$4,the total underwriting discounts payable will be US$690,000 and the total proceeds to us,before expenses,will be US$8,510,000.If we complete this offering,net proceeds will be delivered to us on the Closing Date.The Underwriters expect to deliver the Ordinary Shares against payment as set forth u

127、nder“Underwriting”on or about ,2024.Joseph Stone Capital,LLCSole Book-Running Manager The date of this prospectus is ,2024.2024/11/14 09:26sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htm8/233 TABLE OF CON

128、TENTS PageProspectus Summary1Risk Factors16Special Note Regarding Forward-Looking Statements41Industry and Market Data42Use of Proceeds49Dividend Policy50Capitalization51Dilution52Exchange Rate Information54Corporate History and Structure55Managements Discussion and Analysis of Financial Condition a

129、nd Results of Operations57Business74Regulations92Management106Related Party Transactions112Principal Shareholders112Description of Share Capital113Shares Eligible for Future Sale124Material Income Tax Considerations126Underwriting130Expenses Related to this Offering135Legal Matters136Experts136Enfor

130、ceability of Civil Liabilities136Where You Can Find Additional Information137Index to Consolidated Financial StatementsF-1 We are responsible for the information contained in this prospectus and any free writing prospectus we prepare or authorize.We have not,and the Underwriters have not,authorizeda

131、nyone to provide you with different information,and we and the Underwriters take no responsibility for any other information others may give you.We are not,and the Underwritersare not,making an offer to sell the Shares in any jurisdiction where the offer or sale is not permitted.You should not assum

132、e that the information contained in this prospectus is accurateas of any date other than the date on the front cover of this prospectus,regardless of the time of delivery of this prospectus or the sale of any Ordinary Shares.For investors outside the United States:Neither we nor the Underwriters hav

133、e done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction,other than the United States,where action for that purpose is required.Persons outside the United States who come into possession of this prospectus must inform themselves about,and o

134、bserve anyrestrictions relating to,the offering of the Ordinary Shares and the distribution of this prospectus outside the United States.GCGCL is an exempted company with limited liability incorporated under the laws of the Cayman Islands and a majority of our outstanding Ordinary Shares are owned b

135、y non-U.S.residents.Under the rules of the SEC we currently qualify for treatment as a“foreign private issuer.”As a foreign private issuer,we will not be required to file periodic reports and financial statements with theSEC as frequently or as promptly as domestic registrants whose securities are r

136、egistered under the Exchange Act.Until and including ,2024(25 days after the date of this prospectus),all dealers that buy,sell or trade the Shares,whether or not participating in this offering,may be requiredto deliver a prospectus.This delivery requirement is in addition to the obligation of deale

137、rs to deliver a prospectus when acting as Underwriters and with respect to their unsold allotmentsor subscriptions.i2024/11/14 09:26sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htm9/233Table of Contents CO

138、NVENTIONS THAT APPLY TO THIS PROSPECTUS Unless otherwise indicated or the context otherwise requires,all references in this prospectus to:Amended and Restated Memorandum and Articles refers to the amended and restated memorandum and articles of association of our Company to be adopted by the Company

139、 conditionalupon and with effect from the date on which the Registration Statement becomes effective;“AUM”refer to assets under management;“BVI”refers to the British Virgin Islands;“CCASS”refers to the Central Clearing and Settlement System established and operated by the HKSCC;“Companies Act”refers

140、 to the Companies Act(as revised)of the Cayman Islands,as amended,supplemented or otherwise modified from time to time;“Company,”“we,”“us,”and“GCGCL”refers to GLAMOORE Capital Group Company Limited,an exempted Company with limited liability incorporated under the laws of the CaymanIslands on April 2

141、8,2020,that will issue the Ordinary Shares being offered and does not include its subsidiaries,GCL,GMCL and GVL.Where appropriate,we shall refer to thesubsidiaries by their legal names,collectively as“our subsidiaries”,or“Operating Subsidiaries”when we refer to our operating entities,as the case may

142、 be,and clearly identify the entity inwhich investors are purchasing an interest;“COVID-19”refers to the Coronavirus Disease 2019;“Exchange Act”refers to the U.S.Securities Exchange Act of 1934,as amended;“GCL”refers to GLAM Capital Limited,a Hong Kong company that holds Type 1(dealing in securities

143、),Type 4(advising on securities)and Type 9(asset management)licenses from theSecurities and Futures Commission of Hong Kong and principally provides placing and underwriting services,investment advisory services,business development services,assetmanagement services and securities brokerage services

144、 and is one of the Operating Subsidiaries;“GEM Listing Rules”refers to the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited;“GMCL”refers to Grand Moore Capital Limited,a Hong Kong company that holds Type 1(dealing in securities)and Type 6(advising on corpor

145、ate finance)licenses from the Securities andFutures Commission of Hong Kong and principally provides IPO sponsorship services,corporate finance and capital market advisory services and placing and underwriting services and isone of the Operating Subsidiaries;“GVL”refers to Grand Well Ventures Limite

146、d,a BVI business company limited by shares incorporated in the BVI,a direct wholly owned subsidiary of GCGCL;“high net worth individuals”refers to people who own individual investable assets including financial assets and investment property with total value over HK$8 million;“HKD”or“HK$”refers to H

147、ong Kong dollar(s),the lawful currency of Hong Kong;“HKSCC”refers to the Hong Kong Securities Clearing Company Limited;“Hong Kong”refers to Hong Kong Special Administrative Region of the Peoples Republic of China;“Hong Kong Listing Rules”refers to the Rules Governing the Listing of Securities on The

148、 Stock Exchange of Hong Kong Limited;ii2024/11/14 09:26sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htm10/233Table of Contents “Hong Kong Stock Exchange”and“HKEx”refers to The Stock Exchange of Hong Kong L

149、imited;“Independent Third Party”refers to a person or company who or which is independent of and is not a 5%owner of,does not control and is not controlled by or under common control withany 5%owner and is not the spouse or descendant(by birth or adoption)of any 5%owner of the Company;“IPO”refers to

150、 an initial public offering of securities;“mainland China”refers to the PRC(excluding Hong Kong,Macau and Taiwan);“Nasdaq”refers to Nasdaq Stock Market LLC;“Operating Subsidiaries”refer to GCL and GMCL;“Ordinary Shares”or“Shares”refer to our ordinary shares,par value US$0.01 per ordinary share;“PRC

151、Counsel”refers to China Commercial Law Firm;“PCAOB”refers to Public Company Accounting Oversight Board;“PRC”or“China”refers to the Peoples Republic of China;“PRC government”or“PRC authorities,”or variations of such words or similar expressions,refer to the central,provincial,and local governments of

152、 all levels in mainland China,includingregulatory and administrative authorities,agencies and commissions,or any court,tribunal or any other judicial or arbitral body in mainland China;“PRC laws”refer to all applicable laws,statutes,rules,regulations,ordinances and other pronouncements having the bi

153、nding effect of law in mainland China;iii2024/11/14 09:26sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htm11/233Table of Contents “RMB”or“Renminbi”means Renminbi,the lawful currency of the PRC;“SEC”or“Secur

154、ities and Exchange Commission”means the United States Securities and Exchange Commission;“SFC”refers to Securities and Futures Commission of Hong Kong;“SFC Code of Conduct”refers to the Code of Conduct for Persons licensed by or Registered with the SFC issued by the SFC,as amended,supplemented and/o

155、r otherwise modified fromtime to time;“SFO”refers to the Securities and Futures Ordinance(Cap.571 of the Laws of Hong Kong);“Securities Act”refers to the U.S.Securities Act of 1933,as amended;“Selling Shareholders”or“pre-IPO shareholders”refers to Bessie SIU,Wai Ha LAM,Fine Treasure International Li

156、mited,and Forever Wealth Global Limited;“Takeovers Code”refers to the Code on Takeovers and Mergers issued by the SFC;and “U.S.dollars”or“$”or“USD”or“dollars”refers to United States dollar(s),the lawful currency of the United States.We have made rounding adjustments to some of the figures included i

157、n this prospectus.Accordingly,numerical figures shown as totals in some tables may not be an arithmetic aggregation of thefigures that preceded them.Unless the context indicates otherwise,all information in this prospectus assumes no exercise by the Underwriters of their Over-Allotment Option.GCGCL

158、is a holding company with operations conducted in Hong Kong through its key Operating Subsidiaries in Hong Kong,GMCL and GCL.GMCLs and GCLs reporting currency is HongKong dollars.This prospectus contains translations of Hong Kong dollars into U.S.dollars solely for the convenience of the reader.Unle

159、ss otherwise noted,all translations from Hong Kong dollarsto U.S.dollars and from U.S.dollars to Hong Kong dollars in this prospectus were calculated at the rate of US$1=HK$7.8259 on March 31,2024,as published in H.10 statistical release of theUnited States Federal Reserve Board.No representation is

160、 made that the HK$amount represents or could have been,or could be converted,realized or settled into US$at that rate,or at any otherrate.iv2024/11/14 09:26sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htm1

161、2/233Table of Contents PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in the Shares.Youshould read the entire prospectus carefully,including“Risk Factors,”“Managem

162、ents Discussion and Analysis of Financial Condition and Results of Operations,”and our consolidatedfinancial statements and the related notes thereto,in each case included in this prospectus.You should carefully consider,among other things,the matters discussed in the section of thisprospectus title

163、d“Business”before making an investment decision.Unless the context otherwise requires,all references to“GCGCL,”“we,”“us,”“our,”the“Company,”and similardesignations refer to GLAMOORE Capital Group Company Limited,an exempted company with limited liability incorporated under the laws of the Cayman Isl

164、ands.Overview We are a specialized financial services provider based in Hong Kong with operations conducted by the Operating Subsidiaries GCL and GMCL.GCL is licensed with the SFC to carry outType 1(dealing in securities),Type 4(advising on securities)and Type 9(asset management)regulated activities

165、,including placing and underwriting services,investment advisory services,assetmanagement services and securities brokerage services;GMCL is licensed with the SFC to carry out Type 1(dealing in securities)and Type 6(advising on corporate finance)regulated activities,including IPO sponsorship service

166、s,corporate finance and capital market advisory services and placing and underwriting services.Our Competitive Strengths We believe the following competitive strengths differentiate us from our competitors:Established reputation and market presence in the financial services industry;The Operating Su

167、bsidiaries have an experienced management team and a well-qualified professional workforce;Established and strong relationship with clients and stable client base;and Strong regulatory compliance and risk management framework.Our Strategies We intend to pursue the following strategies to further exp

168、and our business:Enhance and expand existing business capabilities;Strengthening our placing and underwriting services;Broaden client network;and Enhance and broaden our asset management services.Corporate History and Structure We,through the Operating Subsidiaries GCL and GMCL in Hong Kong,are a fi

169、nancial services provider principally engaging in the provision of(i)corporate finance and capital marketadvisory services;(ii)placing and underwriting services;(iii)investment advisory services,(iv)IPO sponsorship services(v)asset management services,(vi)business development services and(vii)securi

170、ties brokerage services.GCGCL is an exempted company with limited liability incorporated under the laws of the Cayman Islands on April 28,2020 under the name“GLAM Capital Group Company Limited”andwas renamed“GLAMOORE Capital Group Company Limited”on July 5,2023.GCGCLs direct subsidiary is GVL,a Brit

171、ish Virgin Islands Business Company incorporated on January 3,2020and the holding company of the Operating Subsidiaries.Prior to the reorganization as described below,GCGCL was the holding company of GCL through GVL.GCGCL historically conducted its business through GCL,a company incorporatedunder th

172、e laws of Hong Kong on July 11,2018 and is licensed by the SFC to conduct Type 1(dealing in securities),Type 4(advising on securities)and Type 9(asset management)regulatedactivities(license no.:BNR298).GCL principally provides financial services,including placing and underwriting services,investment

173、 advisory services,discretionary investment managementservices and fund management services in Hong Kong.Pursuant to the reorganization as described below,GCGCL became the holding company of both GCL and GMCL through GVL.GMCL is incorporated under the laws of Hong Kong onMay 14,2015,and is licensed

174、by the SFC to conduct Type 1(dealing in securities)and Type 6(advising on corporate finance)regulated activities(license no.:BGB 919).GMCL principallyprovides financial advisory and independent financial advisory services,compliance advisory services and IPO sponsorship services in Hong Kong.In adva

175、nce of this offering,we undertook a reorganization which resulted in GCGCL becoming a holding company for the Operating Subsidiaries.On June 29,2023,Joyful Smart Investments Limited acquired 10%of the issued shares of GCGCL from New Season International Limited,a company which,at the time of the acq

176、uisition,held 10%of the issued shares of GCGCL.On the same day,Joyful Smart Investments Limited acquired 9.8%of the issued shares of GCGCL from Joy Win Ventures Limited,a company which,at the time of the acquisition,held 9.8%of the issued shares of GCGCL.Immediately after the transaction,GCGCL was h

177、eld as to 75%and 25%by Joyful Smart Investments Limited andMillion Bright Enterprises Limited,respectively.On June 29,2023,Team Plus International Limited acquired the entire issued shares of GCGCL from Joyful Smart Investments Limited and Million bright Enterprises Limited.Immediatelyafter the tran

178、saction,GCGCL was a direct wholly owned subsidiary of Team Plus International Limited.On June 29,2023,the then shareholder of GCGCL,Team Plus International Limited,resolved and approved to increase the share capital of GCGCL from US$50,000 to US$100,000 dividedinto 100,000 shares,par value of US$1.0

179、0 each.On January 17,2023,GVL and GCGCL entered into a sale and purchase agreement with Optimum Lead Limited and Pacific Express Limited,pursuant to which GVL conditionally agreedto acquire all the shares of GMCL from Optimum Lead Limited and Pacific Express Limited,in consideration of which GCGCL c

180、onditionally agreed to allot and issue an aggregate of 50,000shares,credited as fully-paid in its share capital,to Active Ideal Holdings Limited.The transaction was completed on June 30,2023.The 50,000 shares allotted and issued to Active IdealHoldings Limited represented 50%of the total issued shar

181、e capital of GCGCL immediately after the transaction.Following the transaction,GCL and GMCL have become an indirect wholly-owned subsidiary of GCGCL,through GVL.On May 20,2024,the shareholders of GCGCL resolved and approved(i)a subdivision of each of the issued and unissued shares with par value of

182、US$1.00 each into 100 shares with a parvalue of US$0.01 each as part of the Companys reorganization(the“Share Split”),and(ii)an increase in the authorized share capital of GCGCL to US$1,000,000 divided into 100,000,000shares of US$0.01 each by the creation of an additional 90,000,000 new unissued sh

183、ares of the Company(the“Increase in Authorized Share Capital”).Immediately after the Share Split and theIncrease in Authorized Share Capital,the authorized share capital of the Company consists of US$1,000,000 divided into 100,000,000 Ordinary Shares,par value of US$0.01 each,and the issuedshare cap

184、ital of the Company consists of US$100,000 divided into 10,000,000 Ordinary Shares,par value of US$0.01 each.On July 29,2024,Active Ideal Holdings Limited entered into a sale and purchase agreement with Optimum Lead Limited,pursuant to which Optimum Lead Limited acquired 3,350,000Ordinary Shares fro

185、m Active Ideal Holdings Limited,in consideration of which Optimum Lead Limited allotted and issued an aggregate of 9 shares,credited as fully-paid in its share capital,toits shareholder Iat Seng LEI.Also on July 29,2024,Active Ideal Holdings Limited entered into another sale and purchase agreement w

186、ith Pacific Express Limited,pursuant to which PacificExpress Limited acquired 1,650,000 Ordinary Shares from Active Ideal Holdings Limited,in consideration of which Pacific Express Limited allotted and issued an aggregate of 9,000 shares,credited as fully-paid in its share capital,to its shareholder

187、 WORLDGATE GLOBAL LOGISTICS LTD.On July 29,2024,Team Plus International Limited entered into a sale and purchase agreement with Joyful Smart Investments Limited,pursuant to which 3,750,000 Ordinary Shares fromTeam Plus International Limited,in consideration of which Joyful Smart Investments Limited

188、acquired 3,750,000 Ordinary Shares from Team Plus International Limited,in consideration ofwhich Joyful Smart Investments Limited allotted and issued an aggregate of 9 shares,credited as fully-paid in its share capital,to its shareholder Wan Yiu YEUNG.Also on July 29,2024,TeamPlus International Limi

189、ted entered into another sale and purchase agreement with Million Bright Enterprises Limited,pursuant to which Million Bright Enterprises Limited acquired 1,250,0002024/11/14 09:26sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1983897/0001493

190、15224044525/formf-1.htm13/233Ordinary Shares from Team Plus International Limited,in consideration of which Million Bright Enterprises Limited allotted and issued an aggregate of 9 shares,credited as fully-paid in itsshare capital,to its shareholder Ching Wei HONG.Further,on August 2,2024,Joyful Sma

191、rt Investments Limited entered into investment agreement with Fine Treasure International Limited and Forever Wealth Global Limited,pursuant towhich Joyful Smart Investments Limited agreed to sell and each of Fine Treasure International Limited and Forever Wealth Global Limited agreed to purchase 43

192、7,500 Ordinary Shares ofGCGCL.Also on August 2,2024,Optimum Lead Limited entered into investment agreement with Bessie SIU and Wai Ha LAM,pursuant to which Optimum Lead Limited agreed to sell,andBessie SIU and Wai Ha LAM agreed to purchase from Optimum Lead Limited 475,000 Ordinary Shares and 400,00

193、0 Ordinary Shares,respectively.12024/11/14 09:26sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htm14/233Table of Contents The chart below illustrates our corporate structure as of the date of this prospectus

194、 and upon completion of this offering(assuming the Underwriters do not exercise the Over-Allotment Optionand the Selling Shareholders will sell all of the Ordinary Shares pursuant to the Resale Prospectus):As of the date of this prospectus,the Companys principal shareholders hold in aggregate 82.5%o

195、f the Ordinary Shares.After this offering,these principal shareholders will hold in aggregateapproximately 68.75%of the Ordinary Shares,assuming the Underwriters do not exercise the Over-Allotment Option.Although we will not be considered a“controlled company”under Nasdaqcorporate governance rules a

196、s we do not currently expect that more than 50%of our voting power will be held by an individual,a group or another company immediately following theconsummation of this offering,the abovementioned shareholders,if they act together,will be able to control the management and affairs of our company.We

197、 are offering 2,000,000 Ordinary Shares,representing approximately 16.67%of the issued and outstanding Ordinary Shares following completion of the offering of GCGCL,assuming theUnderwriters do not exercise the Over-Allotment Option.Holding Company Structure GCGCL is a Cayman Islands holding company

198、with no material operations of its own,and we conduct our operations primarily in Hong Kong through the Operating Subsidiaries.This is anoffering of the Ordinary Shares of GCGCL,an exempted company with limited liability incorporated under the laws of the Cayman Islands,instead of the shares of the

199、Operating Subsidiaries.Investors in this offering will not directly hold any equity interests in the Operating Subsidiaries.As a result of our corporate structure,GCGCLs ability to pay dividends may depend upon dividends paid by the Operating Subsidiaries.If our existing Operating Subsidiaries or an

200、y newlyformed ones incur debt on their own behalf in the future,the instruments governing their debt may restrict their ability to pay dividends to us.22024/11/14 09:26sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1983897/000149315224044525/

201、formf-1.htm15/233Table of Contents Transfers of Cash To and From Our Subsidiaries Our management monitors the cash position of the Operating Subsidiaries regularly and prepares budgets on a monthly basis to ensure it has the necessary funds to fulfil its obligations for theforeseeable future and to

202、ensure adequate liquidity.In the event that there is a need for cash or a potential liquidity issue,it will be reported to our Chief Financial Officer and subject to approval bythe Board of Directors.No regulatory approval is required for GCGCL to transfer cash to its subsidiaries is subject to the

203、following:GCGCL is permitted under the laws of the Cayman Islands to provide funding to oursubsidiaries incorporated in the BVI and Hong Kong through loans or capital contributions,provided such funding is in the best interest of GCGCL.GCGCLs subsidiary formed under the laws ofthe BVI is permitted u

204、nder the laws of the BVI to provide funding to the Operating Subsidiaries subject to certain restrictions laid down in the BVI Business Companies Act 2004(as amended)andmemorandum and articles of association of the relevant GCGCLs subsidiary incorporated under the laws of the BVI.The ability of GVL,

205、the direct subsidiary of GCGCL,to transfer cash to GCGCL is subject to the following:according to the BVI Business Companies Act 2004(as amended),GVL may makedividends distribution to the extent that immediately after the distribution,the value of the companys assets exceeds its liabilities and that

206、 such company is able to pay its debts as they fall due.The ability of GMCL and GCL to transfer cash to GVL is subject to the following:according to the Companies Ordinance of Hong Kong,GMCL and GCL may only make a distribution out ofprofits available for distribution.Other than the above,we did not

207、 adopt or maintain any cash management policies and procedures as of the date of this prospectus.During the fiscal years ended March 31,2024 and 2023,GCGCL,GVL,GMCL and GCL did not declare or pay any dividends and there was no transfer of assets among GCGCL and itssubsidiaries.If we determine to pay

208、 dividends on any of the Shares in the future,as a holding company,we will be dependent on receipt of funds from our subsidiaries by way of dividend payments.GCGCLis permitted under the laws of Cayman Islands to provide funding to its subsidiaries through loans or capital contributions,provided such

209、 funding is in the best interest of GCGCL.The OperatingSubsidiaries are permitted under the laws of Hong Kong to provide funding to GCGCL through dividend distributions without restrictions on the amount of the funds distributed.We currently intend to retain all available funds and future earnings,i

210、f any,for the operation and expansion of our business and do not anticipate declaring or paying any dividends in theforeseeable future.Subject to the Cayman Islands laws and our Amended and Restated Memorandum and Articles,our Board of Directors has complete discretion as to whether to distributediv

211、idends.In addition,our shareholders may by ordinary resolution declare a dividend,but no dividend may exceed the amount recommended by ourdirectors.Under Cayman Islands law,a Cayman Islands company may pay a dividend out of either profit or share premium account,provided that in nocircumstances may

212、a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course ofbusiness.Even if our Board of Directors decides to declare and pay dividends,the timing,amount and form of future dividends,if any,will depend onour future results of operat

213、ions and cash flow,our capital requirements and surplus,the amount of distributions,if any,received by us from theoperating entities,our financial condition,contractual restrictions and other factors deemed relevant by our Board of Directors.Any of these factors couldhave a material adverse effect o

214、n our business,financial position and results of operations,and hence there is no assurance that we will be able to pay dividends to our shareholders after thecompletion of the IPO.The Cayman Islands does not impose a withholding tax on payments of dividends to shareholders in the Cayman Islands.320

215、24/11/14 09:26sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htm16/233Table of Contents Under Hong Kong law,dividends could only be paid out of distributable profits(that is,accumulated realized profits less

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

217、s out of Hong Kong,nor there is any restriction on foreign exchange to transfer cash between GCGCL and its subsidiaries,across borders and toU.S.investors,nor there is any restrictions and limitations to distribute earnings from our business and subsidiaries,to GCGCL and U.S.investors and amounts ow

218、ed.Under the current practice ofthe Inland Revenue Department of Hong Kong,no tax is payable in Hong Kong in respect to dividends paid by us.See“Dividend Policy”and“Risk Factors We rely on dividends and other distributions on equity paid by the Operating Subsidiaries to fund our cash and financing r

219、equirements,and anylimitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business,”and Consolidated Statements of Change inShareholders Equity in the audited financial statements contained in this prospectus for more i

220、nformation.Enforceability of Civil Liabilities We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability.We are incorporated in the Cayman Islands in order to enjoy the following benefits:(a)political and economic stability;(b)an effective judicial system

221、;(c)a favorable tax system;(d)the absence of exchange control or currency restrictions;(e)and the availability of professional andsupport services.However,certain disadvantages accompany incorporation in the Cayman Islands.These disadvantages include:(a)the Cayman Islands has a lessexhaustive body o

222、f securities laws than the United States and these securities laws provides less protection to investors;and(b)the Cayman Islands companies may not have standing to sue beforethe federal courts of the United States.Our constitutional documents do not contain provisions requiring that disputes,includ

223、ing those arising under the securities laws of the United States,among us,our officers,directors andshareholders,be arbitrated.We have appointed Cogency Global Inc.as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.Ogier,our c

224、ounsel as to the laws of the Cayman Islands has advised us that there is uncertainty as to whether the courts of the Cayman Islands would(i)recognize or enforce judgments of U.S.courts obtained against us based on certain civil liability provisions of the securities laws of the United States,and(ii)

225、entertain original actions brought in each respective jurisdiction against us orour directors or officers predicated upon the securities laws of the United States or any state in the United States.There is no statutory enforcement in the Cayman Islands of judgments obtained in the United States,alth

226、ough the courts of the Cayman Islands will in certain circumstances recognize andenforce a foreign judgment,without any re-examination or re-litigation of matters adjudicated upon,provided such judgment:(a)is given by a foreign court of competent jurisdiction;(b)imposes onthe judgment debtor a liabi

227、lity to pay a liquidated sum for which the judgment has been given;(c)is final;(d)is not in respect of taxes,a fine or a penalty;(e)was not obtained by fraud;and(f)is notof a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.Subject to the above

228、limitations,in appropriate circumstances,a Cayman Islands court may give effect in the Cayman Islands to other kinds of final foreign judgments such as declaratory orders,orders for performance of contracts and injunctions.Substantially all of our assets are located outside the United States.In addi

229、tion,most of our directors and executive officers are nationals or residents of jurisdictions other than the United Statesand substantially all of their assets are located outside the United States.As a result,it may be difficult for a shareholder to effect service of process within the United State

230、s upon us or these persons,or to enforce judgments obtained in U.S.courts against us or them,including judgments predicated upon the civil liability provisions of the securities laws of the United States,or any state in theUnited States.It may also be difficult for you to enforce judgments obtained

231、in U.S.courts based on the civil liability provisions of the U.S.federal securities laws against us and our executiveofficers and directors.Name Position Nationality ResidenceMr.Law Chun Ming Johnny Chairman of the Board of Directors Australian Hong KongMr.Chu Chun Yi Director and Chief Executive Of

232、ficer Chinese Hong KongMr.Chow Ka Keung Chief Financial Officer Chinese Hong KongMr.Lee Kam Wing Victor Independent Director Appointee Chinese Hong KongMr.Lau Wai Leung Alfred Independent Director Appointee Chinese Hong KongMr.Chan Ho Choi Henry Independent Director Appointee Chinese Hong Kong 42024

233、/11/14 09:26sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htm17/233Table of Contents CFN Lawyers,our counsel as to the laws of Hong Kong,has advised us that there is uncertainty as to whether the courts of

234、Hong Kong would(i)recognize or enforce judgments of U.S.courtsobtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States,or(ii)entertain original actionsbrought in Hong Kong against us

235、or our directors or officers predicated upon the securities laws of the United States or any state in the United States.A judgment of a court in the United States predicated upon U.S.federal or state securities laws may be enforced in Hong Kong at common law by bringing an action in a Hong Kong cour

236、t onthat judgment for the amount due thereunder,and then seeking summary judgment on the strength of the foreign judgment,provided that the foreign judgment,among other things,is(1)for a debt ora definite sum of money(not being taxes or similar charges to a foreign government taxing authority or a f

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

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

239、,there is uncertainty as to the enforceability in Hong Kong,in original actions orin actions for enforcement,of judgments of U.S.courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any state or territory withinthe United State

240、s.Summary of Key Risks Our business is subject to a number of risks,including risks that may prevent us from achieving our business objectives or may materially and adversely affect our business,financial condition,results of operations,cash flows,and prospects that you should consider before making

241、 a decision to invest in the Shares.These risks are discussed more fully in“Risk Factors.”Risks Related to Our Business and Industry The Operating Subsidiaries operate in a highly regulated industry and ongoing compliance with the rules and regulations could be costly and affect our operations.See a

242、 more detaileddiscussion of this risk factor on page 16 of this prospectus.Our operations are concentrated in Hong Kong.Our business performance is highly influenced by the conditions of capital and financial market in Hong Kong.Unfavorable market andeconomic conditions and the material deterioratio

243、n of the political and regulatory environment in Hong Kong,Mainland China,and elsewhere in the world could materially and adverselyaffect our business,financial condition,prospects,and results of operations.The Operating Subsidiaries are susceptible to regulatory changes relevant to companies listed

244、 on the Hong Kong Stock Exchange.See a more detailed discussion of this risk factor on page16 of this prospectus.Where one or more of the regulated activities of the Operating Subsidiaries has less than two responsible officers,the relevant Operating Subsidiaries will be in breach of the relevantlic

245、ensing requirements which could adversely affect the license status of the Operating Subsidiaries,thus jeopardizing our business and financial performance.See more detailed discussionof this risk factor on page 16 of this prospectus.52024/11/14 09:26sec.gov/Archives/edgar/data/1983897/00014931522404

246、4525/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htm18/233Table of Contents The revenue from our corporate finance and capital market advisory services and our placing and underwriting business is non-recurring in nature and our profitability is highlyunpredi

247、ctable.See a more detailed discussion of this risk factor on page 17 of this prospectus.We are exposed to business risk arising from our placing and underwriting business in case the securities underwritten by the Operating Subsidiaries are undersubscribed or placing exercisefails to complete.See a

248、more detailed discussion of this risk factor on page 17 of this prospectus.Our asset management business may be adversely affected by the risks arising from poor investment performance and market competition which could significantly decrease our AUM.Seea more detailed discussion of this risk factor

249、 on page 17 of this prospectus.The investment funds that GCL manages can be redeemed by the fund investors providing prior notice to the investment fund and its investment manager.See a more detailed discussion ofthis risk factor on page 18 of this prospectus.The Operating Subsidiaries may be unable

250、 to receive mandated payments in a timely manner or in full if milestone events stipulated in our mandates for IPO sponsorship,corporate financialadvisory,and placing and underwriting services are not achieved as stipulated or if client withdraws from or terminates the transaction.See a more detaile

251、d discussion of this risk factor onpage 18 of this prospectus.We may be subject to substantial risks if the clients using our securities dealing and brokerage services default on or delay their payments.See a more detailed discussion of this risk factoron page 18 of this prospectus.The securities de

252、aling and brokerage business in Hong Kong is highly competitive and the commission rates may decrease in the future.See a more detailed discussion of this risk factor onpage 18 of this prospectus.The Operating Subsidiaries are required to maintain a sufficient level of funding and liquidity for our

253、business activities and proposed strategies.See a more detailed discussion of this riskfactor on page 18 of this prospectus.We are vulnerable to any deficiency or inherent limitations of our Company or the Operating Subsidiaries.See a more detailed discussion of this risk factor on page 19 of this p

254、rospectus.The Operating Subsidiaries may encounter potential conflicts of interest from time to time,and the failure to identify and address such conflicts of interest could adversely affect ourbusiness.See a more detailed discussion of this risk factor on page 19 of this prospectus.We may have to b

255、ear losses resulting from trading errors.See a more detailed discussion of this risk factor on page 20 of this prospectus.62024/11/14 09:26sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htm19/233Table of Con

256、tents Risks Relating to Doing Business in Hong Kong Our key operations are in Hong Kong,a Special Administrative Region of the PRC.According to the long-arm provisions of the current PRC laws and regulations,the PRC governmentmay exercise significant oversight and discretion over the conduct of our

257、business and may intervene in or influence our operations at any time,which could result in a material change inour operations and/or the value of the Shares.The PRC government may intervene or impose restrictions on our ability to move money out of Hong Kong to distribute earnings and paydividends

258、or to reinvest in our business outside of Hong Kong.Changes in the policies,regulations,rules,and the enforcement of laws of the PRC government may also be quick with littleadvance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.See

259、a more detailed discussion of this risk factor on page 24 ofthis prospectus.There are uncertainties regarding the interpretation and enforcement of PRC and Hong Kong laws,rules,and regulations.See a more detailed discussion of this risk factor on page 25 of thisprospectus.Adverse regulatory developm

260、ents in China may subject us to additional regulatory review,and additional disclosure requirements and regulatory scrutiny to be adopted by the SEC inresponse to risks related to recent regulatory developments in China may impose additional compliance requirements for companies like us with Hong Ko

261、ng-based operations,all of whichcould increase our compliance costs and subject us to additional disclosure requirements.See a more detailed discussion of this risk factor on page 26 of this prospectus.We may become subject to a variety of PRC laws and other obligations regarding data security offer

262、ings that are conducted overseas and/or foreign investment in China-based issuers,andany failure to comply with applicable laws and obligations could have a material and adverse effect on our business,financial condition and results of operations and may hinder our abilityto offer or continue to off

263、er Ordinary Shares to investors and cause the value of the Shares to significantly decline or be worthless.See a more detailed discussion of this risk factor on page26 of this prospectus.If the PRC government chooses to extend the oversight and control over offerings that are conducted overseas and/

264、or foreign investment in mainland China-based issuers to Hong Kong-based issuers,such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares tosignificantly decline or be worthless.See a mo

265、re detailed discussion of this risk factor on page 28 of this prospectus.Although the audit report included in this prospectus is prepared by U.S.auditors who are currently inspectable by the PCAOB,there is no guarantee that future audit reports will beprepared by auditors inspectable by the PCAOB a

266、nd,as such,in the future investors may be deprived of the benefits of the PCAOB inspection program.Furthermore,trading in oursecurities may be prohibited under the HFCA Act if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate c

267、ompletely,and as a result,U.S.national securities exchanges,such as the Nasdaq,may determine to delist our securities.Furthermore,on December 29,2022,the Accelerating Holding ForeignCompanies Accountable Act was enacted,which amended the HFCA Act by requiring the SEC to prohibit an issuers securitie

268、s from trading on any U.S.stock exchanges if its auditor is notsubject to PCAOB inspections for two consecutive years instead of three,and thus reduced the time before the Shares may be prohibited from trading or delisted.See a more detaileddiscussion of this risk factor on page 28 of this prospectu

269、s.72024/11/14 09:26sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htm20/233Table of Contents The recent joint statement by the SEC,proposed rule changes submitted by Nasdaq,and an act passed by the U.S.Senat

270、e and the U.S.House of Representatives all call for additional andmore stringent criteria to be applied to emerging market companies.These developments could add uncertainties to our offering,business operations,share price,and reputation.See moredetailed discussion of this risk factor on page 29 of

271、 this prospectus.We rely on dividends and other distributions on equity paid by our subsidiaries to fund our cash and financing requirements we may have,and any limitation on the ability of oursubsidiaries to make payments to us could have a material adverse effect on our ability to conduct our busi

272、ness.See a more detailed discussion of this risk factor on page 34 of thisprospectus.Our lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud,which may affect the market for and the priceof the Shares.See a mo

273、re detailed discussion of this risk factor on page 34 of this prospectus.If we fail to meet applicable listing requirements,Nasdaq may delist the Shares from trading,in which case the liquidity and market price of the Shares could decline.See a more detaileddiscussion of this risk factor on page 35

274、of this prospectus.If you purchase the Shares in this offering,you will incur immediate and substantial dilution in the book value of your Shares.See a more detailed discussion of this risk factor on page 35 ofthis prospectus.If a limited number of participants in this offering purchase a significan

275、t percentage of the offering,the effective public float may be smaller than anticipated and the price of the Shares maybe more volatile than it otherwise would be.See a more detailed discussion of this risk factor on page 36 of this prospectus.82024/11/14 09:26sec.gov/Archives/edgar/data/1983897/000

276、149315224044525/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htm21/233Table of Contents Recent Regulatory Developments in the PRC Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the

277、 Basic Law of the Hong Kong Special AdministrativeRegion,or the Basic Law,which is a national law of the PRC and the constitutional document for Hong Kong.The Basic Law provides Hong Kong with a high degree of autonomy and executive,legislative and independent judicial powers,including that of final

278、 adjudication under the principle of“one country,two systems.”However,there is no assurance that there will not be any changesin the economic,political and legal environment in Hong Kong in the future.If there is a significant change to current political arrangements between mainland China and Hong

279、Kong,companiesoperating in Hong Kong may face similar regulatory risks as those operated in the PRC,including their ability to offer securities to investors,list their securities on a U.S.or other foreign exchange,and conduct their business or accept foreign investment.In light of PRC governments re

280、cent expansion of authority in Hong Kong,there are risks and uncertainties which we cannot foresee for thetime being,and rules,regulations and the enforcement of laws in the PRC can change quickly with little or no advance notice.The PRC government may intervene or influence the current and futureop

281、erations in Hong Kong at any time or may exert more oversight and control over offerings conducted overseas and/or foreign investment in issuers like ourselves.Any actions by the PRCgovernment to exert more oversight and control over offerings(including of businesses whose primary operations are in

282、Hong Kong)that are conducted overseas and/or foreign investments in HongKong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors.If there is a significant change to current political arrangementsbetween mainland China and Hon

283、g Kong,or the applicable laws,regulations,or interpretations change,and,in such event,if we are required to obtain such approvals in the future and we do notreceive or maintain the approvals or is denied permission from mainland China or Hong Kong authorities,we will not be able to list our Ordinary

284、 Shares on a U.S.exchange,or continue to offersecurities to investors,which would materially affect the interests of the investors and cause significant the value of our Ordinary Shares significantly decline or be worthless.We are aware that,recently,the PRC government initiated a series of regulato

285、ry actions and statements to regulate business operations in certain areas in China with little advance notice,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companies listed overseas using VIE structure,adopting new measures to extend t

286、hescope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.For example,on July 6,2021,the General Office of the Communist Party of China Central Committee andthe General Office of the State Council jointly issued a document to crack down on illegal activities in the secu

287、rities market and promote the high-quality development of the capital market,which,among other things,requires the relevant governmental authorities to strengthen cross-border oversight of law enforcement and judicial cooperation,to enhance supervision over China-basedcompanies listed overseas,and t

288、o establish and improve the system of extraterritorial application of the PRC securities laws.Also,on July 10,2021,the CAC issued a revised draft of the Measuresfor Cybersecurity Review for public comments(the“Revised Draft”),which required that,in addition to“operators of critical information infra

289、structure,”any“data processor”controlling personalinformation of no less than one million users that seeks to list in a foreign stock exchange should also be subject to cybersecurity review,and it further elaborated the factors to be considered whenassessing the national security risks of the releva

290、nt activities.On December 24,2021,the CSRC released the Administrative Provisions of the State Council Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises(Draft forComments)(the“Draft Administrative Provisions”)and the Measures for the Overseas Issuance of Securities an

291、d Listing Record-Filings by Domestic Enterprises(Draft for Comments)(togetherwith the Draft Administrative Provisions,the“Draft Rules Regarding Overseas Listing”).The Draft Rules Regarding Overseas Listing lays out the filing regulation arrangement for both direct andindirect overseas listing and cl

292、arifies the determination criteria for indirect overseas listing in overseas markets.Among other things,if a domestic enterprise intends to indirectly offer and listsecurities in an overseas market,the record-filing obligation is with a major operating entity incorporated in the PRC,and such filing

293、obligation shall be completed within three working days afterthe overseas listing application is submitted.The required filing materials for an IPO and listing shall include,but not be limited to:regulatory opinions,record filing,approval,and other documentsissued by competent regulatory authorities

294、 of relevant industries(if applicable),and security assessment opinions issued by relevant regulatory authorities(if applicable).On December 27,2021,theNational Development and Reform Commission(“NDRC”)and the Ministry of Commerce jointly issued the Special Administrative Measures for Entry of Forei

295、gn Investment(Negative List)(2021Version)(“Negative List”),which became effective and replaced the previous version.Pursuant to the Negative List,if a PRC company,which engages in any business where foreign investment isprohibited under the Negative List,or prohibited businesses seeks an overseas of

296、fering or listing,it must obtain the approval from competent governmental authorities.Based on a set of Q&Apublished on the NDRCs official website,an NDRC official indicated that after a PRC company submits its application for overseas listing to the CSRC and where matters relating to prohibitedbusi

297、nesses under the Negative List are implicated,the CSRC will consult the regulatory authorities having jurisdiction over the relevant industries and fields.On January 4,2022,the CAC,the NDRC,and several other administrations jointly adopted and published the revised Cybersecurity Review Measures(“CRM

298、”),which took effect on February15,2022,and replaced the Revised Draft issued on July 10,2021.Pursuant to the revised CRM,if a network platform operator holding personal information of over one million users seeks for“foreign”listing,it must apply for the cybersecurity review.In addition,operators o

299、f critical information infrastructure purchasing network products and services are also obligated to apply for thecybersecurity review for such purchasing activities.Although the CRM provides no further explanation on the extent of“network platform operator”and“foreign”listing,we do not believe we a

300、reobligated to apply for a cybersecurity review pursuant to the revised CRM,considering that(i)we are not in possession of or otherwise holding personal information of over one million users,and itis also very unlikely that we will reach such threshold in the near future;and(ii)as of the date of thi

301、s prospectus,we have not received any notice or determination from applicable PRCgovernmental authorities identifying it as a critical information infrastructure operator.92024/11/14 09:26sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1983897

302、/000149315224044525/formf-1.htm22/233Table of Contents On February 17,2023,the China Securities Regulatory Commission,or the CSRC,as approved by the State Council,released the CSRC Filing Rules,which came into effect on March 31,2023.The CSRC Filing Rules further stipulate the rules and requirements

303、 for overseas offering and listing conducted by PRC domestic companies.The CSRC Filing Rules further clarified and emphasizedthat the comprehensive determination of the“indirect overseas offerings and listing of PRC domestic companies”shall comply with the principle of“substance over form”and partic

304、ularly,an issuerwill be required to go through the procedures under the CSRC Filing Rules if the following criteria are met at the same time:(i)50%or more of the issuers operating revenue,total profits,totalassets or net assets as documented in its audited consolidated financial statements for the m

305、ost recent accounting year are accounted for by PRC domestic companies,and(ii)the main parts of theissuers business activities are conducted in mainland China,or its main places of business are located in mainland China,or the senior managers in charge of its business operation and managementare mos

306、tly Chinese citizens or domiciled in mainland China.Furthermore,the CSRC Filing Rules provide a negative list of types of issuers banned from listing overseas,the issues obligation tocomply with national security measures and the personal data protection laws,and certain other matters such as the re

307、quirements that an issuer(i)file with the CSRC within three business days afterit submits an application for initial public offering to the competent overseas regulator and(ii)file subsequent reports with the CSRC on material events,including change of control and voluntary orforced delisting,after

308、its overseas offering and listing.As confirmed by our PRC Counsel,China Commercial Law Firm,based on laws and regulations currently in effect in the PRC as of the date of this prospectus,we believe that we are notsubject to the CSRC Filing Rules,because we are incorporated in the Cayman Islands and

309、our subsidiaries are incorporated in Hong Kong,the British Virgin Islands and operate in Hong Kongwithout any subsidiary or VIE structure in mainland China,and we do not have any business operations or maintain any office or personnel in mainland China.However,as the CSRC Filing Rulesand the support

310、ing guidelines are newly published,there exists uncertainty with respect to the implementation and interpretation of the principle of“substance over form.”If our offering and listingis later deemed as“indirect overseas offering and listing by companies in mainland China”under the CSRC Filing Rules,w

311、e may need to complete the filing procedures for our offering and listing.If we are subject to the filing requirements,we cannot assure you that we will be able to complete such filings in a timely manner or even at all.Since these statements and regulatory actions are new,it is highly uncertain how

312、 soon the legislative or administrative regulation making bodies will respond or what existing or new laws or regulations or detailed implementations and interpretations willbe modified or promulgated,if any.It is also highly uncertain what the potential impact such modified or new laws and regulati

313、ons will have on our daily business operations,its ability to acceptforeign investments,and the listing of the Shares on a U.S.or other foreign exchange.There remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity lawsand regulations.If the CSRC Filing Ru

314、les become applicable to the Operating Subsidiaries or if the Measures for Cybersecurity Review(2021)or the PRC Personal Information Protection Lawbecomes applicable to the Operating Subsidiaries and we or the Operating Subsidiaries are subject to cybersecurity review,the business operation of the O

315、perating Subsidiaries and the listing of theShares in the United States could be subject to the CACs cybersecurity review or CSRC Overseas Issuance and Listing review in the future.If the applicable laws,regulations,or interpretationschange and the Operating Subsidiaries become subject to the CAC or

316、 CSRC review,we cannot assure you that the Operating Subsidiaries will be able to comply with the regulatory requirements inall respects,and our current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities.If the Operating

317、Subsidiaries fail toreceive or maintain such permissions or if the required approvals are denied,the Operating Subsidiaries may become subject to fines and other penalties that may have a material adverse effect onour business,operations,and financial condition and may hinder our ability to offer or

318、 continue to offer Ordinary Shares to investors and cause the value of the Shares to significantly decline or beworthless.Permission Required from Hong Kong and PRC Authorities Due to the licensing requirements of the SFC,the Operating Subsidiaries,GMCL and GCL,are required to be licensed to conduct

319、 operations relating to regulated activities in Hong Kong.As ofthe date of this prospectus,GCL currently holds Type 1 license(dealing in securities),Type 4 license(advising on securities)and Type 9 license(asset management),and GMCL currently holds Type1 license(dealing in securities)and Type 6 lice

320、nse(advising on corporate finance).These licenses have no expiration date and will remain active until it is otherwise suspended or revoked.Thepersonnel of GMCL and GCL are also subject to the relevant laws and regulations.As of the date of this prospectus,GCGCL is not required to obtain any permiss

321、ion or approval from Hong Kongauthorities to issue the Shares to foreign investors.We are also not required to obtain permissions or approvals from any PRC authorities before listing in the United State and to issue the Shares toforeign investors or operate our business as currently conducted,includ

322、ing the CSRC,the CAC,or any other governmental agency that is required to approve our operations.As confirmed and advised by our PRC Counsel,China Commercial Law Firm,as of the date of this prospectus,based on PRC laws and regulations effective as of the date of this prospectus,theCompany is not req

323、uired to obtain permissions or approvals from any PRC authorities before listing in the United States and to issue our Ordinary Shares to foreign investors or operate the businessas currently conducted,including the CSRC,the CAC,or any other governmental agency that is required to approve our operat

324、ions,because(i)the CSRC currently has not issued any definitive ruleor interpretation concerning whether offerings like ours under this prospectus are subject to this regulation;and(ii)the Operating Subsidiaries were established and operate in Hong Kong and is notincluded in the categories of indust

325、ries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC.GCGCL and the Operating Subsidiaries are not required toobtain any permissions or approvals from any Chinese authorities to operate their business as of the date of this prospectus.No permissions or ap

326、provals have been applied for by the Company ordenied by any relevant authority.102024/11/14 09:26sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/1983897/000149315224044525/formf-1.htm23/233Table of Contents Hong Kong is a Special Administrati

327、ve Region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law,which serves as Hong Kongs constitution(the“Basic Law”).The Basic Law provides Hong Kong with a high degree of autonomy and executive,legislative and independent judicial powers,including that o

328、f final adjudication under the principleof“one country,two systems.”However,there is no assurance that there will not be any changes in the economic,political and legal environment in Hong Kong in the future.In the event that(i)thePRC government expanded the categories of industries and companies wh

329、ose foreign securities offerings are subject to review by the CSRC or the CAC and that we are required to obtain suchpermissions or approvals,(ii)we inadvertently concluded that relevant permissions or approvals were not required or that we did not receive or maintain relevant permissions or approva

330、ls required,or(iii)applicable laws,regulations,or interpretations change and require us to obtain such permissions or approvals in the future,we may face similar regulatory risks as those operated in mainlandChina,including the ability to offer securities to investors,list their securities on a U.S.

331、or other foreign exchanges,conduct their business or accept foreign investment or sanctions by the CSRC,theCAC,or other PRC regulatory agencies.Recent PCAOB Developments On May 20,2020,the U.S.Senate passed the HFCA Act,which includes requirements for the SEC to identify issuers whose audit work is

332、performed by auditors that the PCAOB is unable toinspect or investigate completely because of a restriction imposed by a non-U.S.authority in the auditors local jurisdiction.The U.S.House of Representatives passed the HFCA Act on December 2,2020,and the HFCA Act was signed into law on December 18,20

333、20.Pursuant to the HFCA act,our securities may be prohibited from trading on the Nasdaq or other U.S.stock exchanges if ourauditor cannot be inspected by the PCAOB for three consecutive years,and this ultimately could result in the Shares being delisted.On March 24,2021,the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HF