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1、2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm1/300F-1 1 ea0210012-06.htm REGISTRATION STATEMENTAs filed with the United States Securities and Exchange Commission onNovember 12,
2、2024.Registration Statement No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FormF-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_OneConstruction Group Limited(Exact name of registrant as specified in its charter)_Cayman Islands 1520 Not Applicable(State or otherjur
3、isdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(IRS EmployerIdentification Number)Room 6808A,68/F,Central Plaza,18 Harbor Road,Wanchai,HongKong+852 2123 8400(Address,including zip code,and telephone number,including area code,ofregistrants principal ex
4、ecutive offices)_Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168Telephone:(800)221-0102(Name,address,including zip code,and telephone number,including area code,ofagent for service)_Copies to:Joan Wu,Esq.Ying Li,Esq.Hunter Taubman Fischer&Li LLC950 Third Avenue,19th FloorNewYork,
5、NY10022+1(212)530-2210 William S.Rosenstadt,Esq.Yarona L.Yieh,Esq.Ortoli Rosenstadt LLP366 Madison Avenue,3rd FloorNew York,NY 10017212 588-0022_Approximate date of commencement of proposed sale to public:As soon as practicable afterthis registration statement becomes effective.If any of the securit
6、ies being registered on this form are to be offered on a delayed or continuousbasis pursuant to Rule415 under the Securities Act,check the following box.If this Form is filed to register additional securities for an offering pursuant toRule 462(b)under the Securities Act,check the following box and
7、list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(c)under the Securities Act,check the following box and list the Securities Act registration statement number
8、 of the earliereffective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(d)under the Securities Act,check the following box and list the Securities Act registration statement number of the earlier2024/11/18 08:49sec.gov/Archives/edgar
9、/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm2/300effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405of the Secur
10、ities Act:Emerging growth company If an emerging growth company that prepares its financial statements in accordance with accountingprinciples generally accepted in the UnitedStates(“U.S.GAAP”),indicate by check mark if theregistrant has elected not to use the extended transition period for complyin
11、g with any new orrevised financial accounting standards provided pursuant to Section7(a)(2)(B)of the SecuritiesAct.The term“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April5,2012.T
12、he registrant hereby amends this registration statement on such date or dates as maybe necessary to delay its effective date until the registrant shall file a furtheramendment that specifically states that this registration statement shall thereafterbecome effective in accordance with Section8(a)of
13、the Securities Act or until theregistration statement shall become effective on such date as the Commission,actingpursuant to such Section8(a),may determine.2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390
14、024097080/ea0210012-06.htm3/300Table of ContentsThe information in this prospectus is not complete and may be changed.We may notsell the securities until the registration statement filed with the United StatesSecurities and Exchange Commission is effective.This prospectus is not an offer tosell thes
15、e securities and it is not soliciting any offer to buy these securities inany jurisdiction where such offer or sale is not permitted.SUBJECT TO COMPLETIONPRELIMINARY PROSPECTUS DATED,20241,750,000Ordinary SharesOneConstruction Group LimitedThis is the initial public offering of 1,750,000 ordinary sh
16、ares,par value US$0.0001per ordinary share(the“Ordinary Shares”and each an“Ordinary Share”),ofOneConstruction Group Limited(the“Company”or“OneC Group”,“we”,“us”or“our”),an exempted company incorporated in the Cayman Islands.Prior to this offering,there has been no public market for our Ordinary Shar
17、es.Theinitial public offering price of our Ordinary Shares is expected to be between$4 and$6 per share.We intend to apply to list our Ordinary Shares on the Nasdaq CapitalMarket under the symbol“ONEG.”This offering is contingent on the listing of ourOrdinary Shares on the Nasdaq Capital Market.Howev
18、er,there is no assurance thatsuch application will be approved,and if our application is not approved by Nasdaq,we will not proceed with this offering.Investors are cautioned that you are buying shares of a Cayman Islandsholding company with operations in HongKong by its operating subsidiary.OneC Gr
19、oup is a holding company incorporated in the Cayman Islands with no materialoperations of its own,and we conduct our operations primarily in HongKong throughour operating subsidiary,OneConstruction Engineering Projects Limited,a companyincorporated under the laws of Hong Kong with limited liability(
20、“OneCEngineering”).This is an offering of the Ordinary Shares of OneC Group,the holdingcompany in the Cayman Islands,instead of the shares of the operating subsidiary.Investors in this offering will not directly hold any equity interests in theoperating subsidiary.You may never directly hold any equ
21、ity interest in ouroperating subsidiary.This structure involves unique risks to theinvestors,and Chinese regulatory authorities could disallow thisstructure,which would likely result in a material change in OneC Groupsoperations and/or a material change in the value of the securities it isregisterin
22、g for sale,including that such event could cause the value ofsuch securities to significantly decline or become worthless.Investing inour Ordinary Shares involves a high degree of risk,including the risk oflosing your entire investment.See“Risk Factors Risks Relating toDoing Business in Hong Kong Ou
23、r operations are in Hong Kong,aspecial administrative region of the PRC.According to the long-armprovisions under the current PRC laws and regulations,the PRC governmentmay exercise significant oversight and discretion over the conduct of ourbusiness and may intervene in or influence our operations
24、at any time,which could result in a material change in our operations and/or the valueof our Ordinary Shares.The PRC government may intervene or imposerestrictions on our ability to move money out of HongKong to distributeearnings and pay dividends or to reinvest in our business outside ofHongKong.C
25、hanges in the policies,regulations,rules,and theenforcement of laws of the PRC government may also be quick with littleadvance notice and our assertions and beliefs of the risk imposed by thePRC legal and regulatory system cannot be certain”on page 17.2024/11/18 08:49sec.gov/Archives/edgar/data/2030
26、834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm4/300Investing in our Ordinary Shares involves a high degree of risk,includingthe risk of losing your entire investment.See“Risk Factors”beginningon page 17 to read about factors
27、you should consider before buying ourOrdinary Shares.Our operations are primarily located in HongKong,a Special Administrative Regionof the Peoples Republic of China(“China”or the“PRC”),and therefore,we maybe subject to unique risks due to uncertainty of the interpretation and theapplication of PRC
28、laws and regulations.As of the date of this prospectus,we arenot subject to the PRC governments direct influence or discretion over the mannerin which we conduct business activities outside of the PRC.However,due to long-armprovisions under the current PRC laws and regulations,there remains regulato
29、ryuncertainty with respect to the implementation and interpretation of laws in China.We are also subject to the risks of uncertainty about any future actions of the PRCgovernment or authorities in HongKong in this regard.2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea021001
30、2-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm5/300Table of ContentsShould the PRC government choose to exercise significant oversight and discretionover the conduct of our business,they may intervene in or influence our operations.Such governmental action
31、s:could result in a material change in our operations and/or the value of oursecurities;could significantly limit or completely hinder our ability to continue ouroperations;could significantly limit or completely hinder our ability to offer orcontinue to offer our securities to investors;andmay caus
32、e the value of our securities to significantly decline or beworthless.We have direct ownership of our operating entity in HongKong and currently do nothave or intend to have any contractual arrangement to establish a variable interestentity(“VIE”)structure with any entity in mainland China.We are st
33、ill subject tocertain legal and operational risks associated with our operating subsidiary,OneCEngineering,being based in Hong Kong and having all its operations to date inHong Kong.Additionally,the legal and operational risks associated in mainlandChina may also apply to operations in Hong Kong,and
34、 we face the risks anduncertainties associated with the complex and evolving PRC laws and regulations andas to whether and how the recent PRC government statements and regulatorydevelopments,such as those relating to data and cyberspace security,and anti-monopoly concerns,would be applicable to a co
35、mpany such as OneC Engineering or OneCGroup,given the substantial operations of OneC Engineering in HongKong and theChinese government may exercise significant oversight over the conduct of business inHongKong.These risks could result in material changes in our operations and/or thevalue of the secu
36、rities we are registering for sale or could significantly limit orcompletely hinder our ability to offer or continue to offer securities to investorsand cause the value of such securities to significantly decline or be worthless.Recently,the PRC government initiated a series of regulatory actions an
37、d statementsto regulate business operations in certain areas in China with little advance notice,including a cracking down on illegal activities in the securities market,enhancingsupervision over China-based companies listed overseas,adopting new measures toextend the scope of cybersecurity reviews,
38、and expanding the efforts in anti-monopolyenforcement,which may in the future impact our ability to conduct out business,accept foreign investments or list on a U.S.or other foreign exchange if we were tobecome subject to such regulations.Nevertheless,since these statements andregulatory actions are
39、 new,it is highly uncertain how soon the legislative oradministrative regulation making bodies will respond and what existing or new laws orregulations or detailed implementations and interpretations will be modified orpromulgated,if any.It is also highly uncertain what the potential impacts suchmod
40、ified or new laws and regulations will have on our business operations,ourability to accept foreign investments and the listing of our Ordinary Shares on aU.S.or other foreign exchanges.If certain PRC laws and regulations were to becomeapplicable to a company such as OneC Group in the future,the app
41、lication of suchlaws and regulations may have a material adverse impact on our business,financialcondition and results of operations and our ability to offer or continue to offersecurities to investors,any of which may cause the value of our securities,including the Ordinary Shares,to significantly
42、decline or become worthless.See“Risk FactorsRisks Related to Our Corporate StructureRecently,the PRCgovernment initiated a series of regulatory actions and statements to regulatebusiness operations in certain areas in China with little advance notice,includingcracking down on illegal activities in t
43、he securities market,enhancing supervisionover China-based companies listed overseas,adopting new measures to extend the scopeof cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.Inthe future,we may be subject to PRC laws and regulations related to the currentbusiness oper
44、ations of our operating subsidiary and any changes in such laws andregulations and interpretations may impair its ability to operate profitably,whichcould result in a material negative impact on its operations and/or the value of thesecurities we are registering for sale.”on page 29,“Risk Factors Ri
45、sksRelated to Doing Business in HongKongThe enactment of the Law of the PRC onSafeguarding National Security in the HongKong Special Administrative Region(the“Hong Kong National Security Law”)could impact our Hong Kong operatingsubsidiary.”on page 25,and“Risk FactorsRisks Related to Doing Business i
46、n2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm6/300HongKongThe HongKong legal system embodies uncertainties that could limitthe availability of legal protections.”on page 27.Ad
47、ditionally,on February17,2023,with the approval of the State Council of the PRC(the“State Council”),theChina Securities Regulatory Commission(the“CSRC”)released the TrialAdministrative Measures of Overseas Securities Offering and Listing by DomesticCompanies(the“Trial Measures”)and five supporting g
48、uidelines,which came intoeffect on March31,2023.According to the Trial Measures,mainland China domesticcompanies that seek to offer and list securities in overseas markets,either bydirect or indirect means,are required to fulfill the filing procedures with the CSRCand report relevant information.One
49、C Group is a holding company incorporated in theCayman Islands with an operating entity based in HongKong.As of the date of thisprospectus,the CSRCs approval is not required 2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/
50、2030834/000121390024097080/ea0210012-06.htm7/300Table of Contentsfor the listing and trading of our Ordinary Shares on a U.S.exchange as providedunder the M&A Rules,and we are not subject to filing requirements with the CSRCunder the Trial Measures.See“Risk Factors Risks Related to Our CorporateStru
51、ctureWe may become subject to a variety of PRC laws and other obligationsregarding M&A Rules and data security,and any failure to comply with applicable lawsand obligations could have a material and adverse effect on our business,financialcondition and results of operations.”on page 30 and“Prospectu
52、s SummaryRecentRegulatory Developments in the PRC”beginning on page 7.As of the date of this prospectus,our operations in HongKong and our registeredpublic offering in the United States are not subject to the review nor priorapproval of the Cyberspace Administration of China(the“CAC”)nor the CSRC.Un
53、certainties still exist,however,due to the possibility that laws,regulations,orpolicies in the PRC could change rapidly in the future.In the event that(i)thePRC government expanded the categories of industries and companies whose foreignsecurities offerings are subject to review by the CSRC or the C
54、AC and that we arerequired to obtain such permissions or approvals,or(ii)we inadvertently concludedthat relevant permissions or approvals were not required or that we did not receiveor maintain relevant permissions or approvals required,any action taken by the PRCgovernment could significantly limit
55、 or completely hinder our operations inHong Kong and our ability to offer or continue to offer our Ordinary Shares toinvestors and could cause the value of such securities to significantly decline or beworthless and even delisting of our Ordinary Shares.The delisting of our OrdinaryShares,or the thr
56、eat of their being delisted,may materially and adversely affectthe value of your investment in the future.Data security in Hong Kong is primarily governed by the Personal Data(Privacy)Ordinance(Chapter 486 of the Laws of Hong Kong)(the“PDPO”).The PDPO regulatesthe conduct of data users,which is defi
57、ned as a person who,either alone or jointlyor in common with other persons,controls the collection,holding,processing or useof data.Non-compliance with the PDPO may lead to a variety of civil and criminalsanctions,such as fines,imprisonment and civil compensation to the aggrieved datasubjects.See“Ri
58、sk Factors Risks Related to Doing Business in Hong Kong If weor our Hong Kong operating subsidiary fails to comply with Hong Kongs Personal Data(Privacy)Ordinance and any other existing or future data privacy related laws,regulations and governmental orders,we could face significant civil penalties
59、and/orcriminal prosecution,which could adversely affect our business,financial condition,and results of operations.”commencing on page 21.To address anti-monopoly concerns,the Competition Ordinance(Chapter 619 of the Lawsof Hong Kong)(“Competition Ordinance”)prohibits(i)anti-competitive agreementsif
60、 the object or effect of the agreement,concerted practice or decision is toprevent,restrict or distort competition in Hong Kong,(ii)conduct that prevents,restricts or distorts competition in Hong Kong,and(iii)mergers that substantiallylessen competition in Hong Kong(collectively the“Competition Rule
61、s”).Penaltiesfor infringement of the Competition Ordinance that may be imposed by the authority inHong Kong include,but are not limited to,a pecuniary penalty(for violations of theCompetition Rules,which penalty may be up to 10%of the total gross revenues of theoffending company obtained in Hong Kon
62、g for up to three years in which thecontravention occurs),a financial penalty(for violations relating to unlawfulindemnification of another person,which penalty is not to exceed twice the value ofsuch indemnification),and a disqualification order against a director.Contraventionof the PDPO and the C
63、ompetition Ordinance could,therefore,adversely affect ouroperating subsidiarys business operation and our financial results.See“RiskFactorsRisks Related to Doing Business in Hong Kong Failure to comply withHong Kong Competition Law may result in material and adverse effect on our business,financial
64、condition and results of operations.”commencing on page 22.Furthermore,as more stringent criteria,including the Holding Foreign CompaniesAccountable Act(the“HFCA Act”),have been imposed by the SEC and the PublicCompany Accounting Oversight Board(“PCAOB”),recently,our Ordinary Shares may beprohibited
65、 from trading if our auditor cannot be fully inspected.Our auditor,AuditAlliance LLP,the independent registered public accounting firm headquartered inSingapore that issues the audit report included in this prospectus,as an auditor ofcompanies that are traded publicly in the UnitedStates and a firm
66、registered withthe PCAOB,is subject to laws in the United States pursuant to which the PCAOBconducts regular inspections to assess Audit Alliance LLPs compliance withapplicable professional standards,having its last inspection in 2023.See“Risk2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/00012
67、1390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm8/300FactorsRisks Related to Our Ordinary Shares and This OfferingAlthough theaudit report included in this prospectus is prepared by an auditor who is currentlyinspected by the PCAOB,ther
68、e is no guarantee that future audit reports will beissued by auditors inspected by the PCAOB and,as such,in the future investors maybe deprived of the benefits of such inspection.Furthermore,trading in oursecurities may be prohibited under the HFCA Act if the SEC subsequently determinesour audit wor
69、k is performed by auditors that the PCAOB is unable to inspect 2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm9/300Table of Contentsor investigate completely,and as a result,U.S.
70、national securities exchanges,suchas the Nasdaq,may determine to delist our securities.Furthermore,on December23,2022,the Accelerating Holding Foreign Companies Accountable Act was enacted,whichamended the HFCA Act by requiring the SEC to prohibit an issuers securities fromtrading on any U.S.stock e
71、xchanges if its auditor is not subject to PCAOBinspections for two consecutiveyears instead of three,and thus,reduced the timebefore the securities may be prohibited from trading or delisted.”on page 23.OnAugust26,2022,CSRC,the Ministry of Finance of the PRC(the“MOF”),and thePCAOB signed a Statement
72、 of Protocol(the“Protocol”),governing inspections andinvestigations of audit firms based in China and HongKong.The Protocol remainsunpublished and is subject to further explanation and implementation.Pursuant to thefact sheet with respect to the Protocol disclosed by the SEC,the PCAOB shall haveinde
73、pendent discretion to select any issuer audits for inspection or investigationand has the unfettered ability to transfer information to the SEC.On December15,2022,the PCAOB Board determined that the PCAOB was able to secure complete access toinspect and investigate registered public accounting firms
74、 headquartered in mainlandChina and HongKong and voted to vacate its previous determinations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBsaccess in the future,the PCAOB Board will consider the need to issue a newdetermination.On December 29,2022,t
75、he Accelerating Holding Foreign CompaniesAccountable Act,or the Accelerating HFCA Act,which amended the HFCA Act byrequiring the SEC to prohibit an issuers securities from trading on any U.S.stockexchanges if its auditor is not subject to PCAOB inspections for twoconsecutive years instead of three.O
76、n December 29,2022,legislation titled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”),was signed into law by President Biden.The Consolidated Appropriations Actcontained,among other things,an identical provision to Accelerating HFCA Act,whichreduces the number of consecut
77、ive non-inspectionyears required for triggering theprohibitions under the HFCA Act from three years to two.We cannot assure youwhether Nasdaq or other regulatory authorities will apply additional or morestringent criteria to us.Such uncertainty could cause the market price of ourOrdinary Shares to b
78、e materially and adversely affected.Our management monitors the cash position of our operating subsidiary and preparesbudgets on a monthly basis to ensure the necessary funds to fulfill obligations forthe foreseeable future are available and to ensure adequate liquidity.In the eventthat there is a n
79、eed for cash or a potential liquidity issue,it will be reported toour chief financial officer and be subject to approval by our board of directors.For OneC Group to transfer cash to its subsidiaries,OneC Group is permitted underthe laws of the Cayman Islands and the Amended and Restated Memorandum a
80、nd Articlesto provide funding to our subsidiaries incorporated in the BVI and HongKong throughloans or capital contributions.OneC Groups wholly owned subsidiary formed underthe laws of the BVI,OneConstruction Development Limited(“OneC Development”),ispermitted under the laws of the BVI to provide fu
81、nding to our HongKong operatingsubsidiary,OneC Engineering,subject to certain restrictions set forth in the BVICompanies Act and the memorandum and articles of association of OneC Development.Asa holding company,OneC Group may rely on dividends and other distributions on equitypaid by its subsidiari
82、es for its cash and financing requirements.According to theBVI Companies Act,a BVI company may make dividends distribution to the extent thatimmediately after the distribution,the value of the companys assets exceeds itsliabilities and that such company is able to pay its debts as they fall due.Acco
83、rding to the Companies Ordinance,a Hong Kong company may only make adistribution out of profits available for distribution.If any of OneC Groupssubsidiaries incurs debt on its own behalf in the future,the instruments governingsuch debt may restrict their ability to pay dividends to OneC Group.During
84、 thefiscalyears ended March31,2024 and 2023 and up to the date of this prospectus,OneC Group did not declare or pay any dividends and there was no transfer of assetsamong OneC Group and its subsidiaries.We do not have any current intention todistribute any earnings.If we determine to pay dividends o
85、n any of our OrdinaryShares in the future,as a holding company,we will be dependent upon receipt offunds from our HongKong operating subsidiary,OneC Engineering,by way of dividendpayments.See“Dividend Policy,”and“Consolidated Statements of Change inShareholders Equity in the Report of Independent Re
86、gistered Public Accounting Firm”for further details.We are an“emerging growth company”as defined under the federalsecurities laws and,as such,will be subject to reduced public company2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/ed
87、gar/data/2030834/000121390024097080/ea0210012-06.htm10/300reporting requirements.See“Prospectus SummaryImplications of Beingan Emerging Growth Company and a Foreign Private Issuer”for additionalinformation.Upon the completion of this offering,the Company will have 13,000,000 OrdinaryShares issued an
88、d outstanding.Our largest shareholder,Rich Plenty Limited(“RichPlenty”),will beneficially own 69.23%of the total issued and outstanding OrdinaryShares,representing 69.23%of the total voting power,assuming no exercise of theunderwriters Over-Allotment Option,or67.86%of the total issued and outstandin
89、gOrdinary Shares,representing 67.86%of the total voting power,assuming fullexercise of the underwriters Over-Allotment Option.As a result,Rich Plenty has 2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024
90、097080/ea0210012-06.htm11/300Table of Contentsthe ability to control the outcome of matters submitted to the shareholders forapproval.As such,we will be deemed a“controlled company”under Nasdaq ListingRules 5615(a)(7),and we may follow certain exemptions from certain corporategovernance requirements
91、 that could adversely affect our public shareholders.See“Risk Factors Risks Related to Our Corporate Structure Following thisoffering,Rich Plenty,our largest shareholder,will continue to own more than amajority of the voting power of our outstanding Ordinary Shares.As a result,RichPlenty has the abi
92、lity to control the outcome of matters submitted to theshareholders for approval.Additionally,we may be deemed to be a controlled companyand may follow certain exemptions from certain corporate governance requirements thatcould adversely affect our public shareholders.”on page 32 and“ProspectusSumma
93、ry Implications of Being a Controlled Company.”on page 10 of thisprospectus.Per Share TotalWithoutOver-AllotmentOption(2)TotalWithOver-AllotmentOptionAssumed initial public offeringprice(1)$Underwriting discounts(3)$Proceeds to our Company beforeexpenses(4)$_(1)Based upon an assumed initial public o
94、ffering price of$5 per Ordinary Share,which is themidpoint of the estimated initial public offering price range set forth on the cover page ofthis prospectus.(2)We have agreed to grant to the underwriter a 45-day option to purchase up to 15%of theaggregate number of Ordinary Shares sold in the offer
95、ing(the“Over-Allotment Option”).(3)Represents underwriting discounts equal to seven percent(7%)(or$per Ordinary Share)ofgross proceeds of this offering.Does not include an unaccountable expense allowanceequivalent to one percent(1%)of the gross proceeds received by the Company from the sales ofthe O
96、rdinary Shares in this offering payable to the underwriter,excluding the Over-AllotmentOption.See“Underwriting”for a description of compensation payable to the underwriter.(4)Excludes fees and expenses payable to the underwriter.The total estimated expenses related tothis offering are set forth in i
97、n the section of this prospectus entitled“Expenses Relatedto this Offering.”This offering is being conducted on a firm commitment basis.The underwriter isobligated to take and pay for all of the Ordinary Shares if any such Ordinary Sharesare taken.The underwriter expects to deliver the Ordinary Shar
98、es against payment inU.S.dollars in NewYork,NewYork on or about,2024.In addition,we will payadditional items of value in connection with this offering that are viewed by theFinancial Industry Regulatory Authority(“FINRA”),as underwriting compensation.These payments will further reduce proceeds avail
99、able to us before expenses.Neither the U.S.Securities and Exchange Commission nor any statesecurities commission nor any other regulatory body has approved ordisapproved of these securities or determined if this prospectus istruthful or complete.Any representation to the contrary is a criminaloffens
100、e.The underwriters expect to deliver the ordinary shares against payment as set forthunder“Underwriting,”on or about,2024.Co-Managers WESTPARK CAPITAL卫 澎 资 本The date of this prospectus is,2024.2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/A
101、rchives/edgar/data/2030834/000121390024097080/ea0210012-06.htm12/300Table of ContentsTABLE OF CONTENTS PageProspectus Summary 1Special Note Regarding Forward-Looking Statements 14Risk Factors 17Industry and Market Data 46Enforcement of Civil Liabilities 51Use of Proceeds 53Dividend Policy 54Capitali
102、zation 55Dilution 56Corporate History and Structure 58Managements Discussion and Analysis of Financial Condition and Results ofOperations 61Business 72Regulations 88Management 96Related Party Transactions 100Principal Shareholders 101Description of Share Capital 102Shares Eligible for Future Sale 11
103、0Material Income Tax Considerations 113Underwriting 119Expenses Related to this Offering 130Legal Matters 131Experts 131Where You Can Find Additional Information 131Index to Consolidated Financial Statements F-1i2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmh
104、ttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm13/300Table of ContentsAbout this ProspectusWe are responsible for the information contained in this prospectus and anyfree writing prospectus we prepare or authorize.We have not,and theunderwriter has not,authorized an
105、yone to provide you with differentinformation,and we and the underwriter takes no responsibility for anyother information others may give you.We are not,and the underwriter isnot,making an offer to sell our Ordinary Shares in any jurisdiction wherethe offer or sale is not permitted.You should not as
106、sume that theinformation contained in this prospectus is accurate as of any date otherthan the date on the front cover of this prospectus,and our business,financial condition,results of operations and/or prospects may havechanged since the time of delivery of this prospectus or the sale of anyOrdina
107、ry Shares.For investors outside the UnitedStates:Neither we nor the underwriter has doneanything that would permit this offering or possession or distribution of thisprospectus in any jurisdiction,other than the UnitedStates,where action for thatpurpose is required.Persons outside the UnitedStates w
108、ho come into possession ofthis prospectus must inform themselves about,and observe any restrictions relatingto,the offering of the Ordinary Shares and the distribution of this prospectusoutside the UnitedStates.OneC Group is incorporated under the laws of the Cayman Islands as an exemptedcompany wit
109、h limited liability and a majority of our outstanding securities are ownedby non-U.S.residents.Under the rules of the SEC we currently qualify for treatmentas a“foreign private issuer.”As a foreign private issuer,we will not be requiredto file periodic reports and financial statements with the SEC a
110、s frequently or aspromptly as domestic registrants whose securities are registered under theExchangeAct.Until and including,2024(25days after the date of this prospectus),all dealers that buy,sell or trade our Ordinary Shares,whether or notparticipating in this offering,may be required to deliver a
111、prospectus.This delivery requirement is in addition to the obligation of dealers todeliver a prospectus when acting as underwriter and with respect to theirunsold allotments or subscriptions.ii2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/A
112、rchives/edgar/data/2030834/000121390024097080/ea0210012-06.htm14/300Table of ContentsConventions that Apply to this ProspectusUnless otherwise indicated or the context otherwise requires,all references in thisprospectus to:“Amended and Restated Memorandum and Articles”are to the amended andrestated
113、memorandum and articles of association of our Company to be adoptedby our Company conditional upon and with effect from the date on which theRegistration Statement becomes effective;“BVI”are to the British Virgin Islands;“BVI Companies Act”are to the BVI Business Companies Act,2004(asamended),as ame
114、nded from time to time;“Companies Act”are to the Companies Act(as revised)of the CaymanIslands,as amended,supplemented or otherwise modified from time to time;“Companies Ordinance”are to the Companies Ordinance of Hong Kong(Chapter 622 of the Laws of Hong Kong),as amended,supplemented orotherwise mo
115、dified from time to time;“Company,”“we,”“us,”“our,”“our Company”or“OneC Group”are toOneConstruction Group Limited,an exempted company incorporated in theCayman Islands with limited liability on June14,2024,that will issue theOrdinary Shares being offered;“Controlling Shareholder”are to the ultimate
116、beneficial owner of theCompany,Rich Plenty.See“Management”and“Principal Shareholders”formore information on the composition of our share capital;“COVID-19”are to the Coronavirus Disease 2019;“EPD”are to the Environmental Protection Department of the government ofHongKong;“ExchangeAct”are to the U.S.
117、Securities ExchangeActof1934,asamended;“HKD”or“HK$”are to Hong Kong dollar(s),the lawful currency ofHongKong;“Hong Kong”are to Hong Kong Special Administrative Region of thePeoples Republic of China;“Independent Third Party”are to a person or company who or which isindependent of and is not a 5%owne
118、r of,does not control and is notcontrolled by or under common control with any 5%owner and is not thespouse or descendant(by birth or adoption)of any 5%owner of the Company;“IPO”are to an initial public offering of securities;“Memorandum and Articles”are to the memorandum and articles ofassociation
119、of our Company adopted on June14,2024;“Nasdaq”are to Nasdaq Stock Market LLC;“OneC Development”are to OneConstruction Development Limited,a companyincorporated under the laws of BVI and a wholly owned subsidiary of OneCGroup;“OneC Engineering”are to OneConstruction Engineering Projects Limited,acomp
120、any incorporated under the laws of HongKong with limited liability,anindirect wholly owned subsidiary of OneC Group and our operating subsidiaryconducting business operations in HongKong;“OneC Group”are to OneConstruction Group Limited,an exempted companyincorporated in the Cayman Islands with limit
121、ed liability on June 14,2024,that will issue the Ordinary Shares being offered;“OneC Services”are to OneConstruction Services Limited,a companyincorporated under the laws of Hong Kong with limited liability and anindirect wholly owned subsidiary of OneC Group;2024/11/18 08:49sec.gov/Archives/edgar/d
122、ata/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm15/300iii2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012
123、-06.htm16/300Table of Contents“Ordinary Shares”are to our ordinary shares,par value$0.0001 perordinary share;“PCAOB”are to Public Company Accounting Oversight Board;“PRC”or“China”refer to the Peoples Republic of China includingHong Kong and Macau and,excluding,for the purpose of this prospectus,Taiw
124、an;“Rich Plenty”are to our Controlling Shareholder,Rich Plenty Limited,aBVI holding company 100%owned by Ms.He Yun;“SEC”or“Securities and Exchange Commission”are the United StatesSecurities and Exchange Commission;“Securities Act”are to the U.S.Securities Actof1933,as amended;and“U.S.dollars”or“$”or
125、“USD”or“dollars”or“US$”are toUnitedStates dollar(s),the lawful currency of the UnitedStates.We have made rounding adjustments to some of the figures included in this prospectus.Accordingly,numerical figures shown as totals in some tables may not be anarithmetic aggregation of the figures that preced
126、ed them.Unless the context indicates otherwise,all information in this prospectus assumes noexercise by the underwriter of the Over-Allotment Option.OneC Group is a holding company with operations conducted in HongKong through itsoperating subsidiary,OneC Engineering.Our heir reporting currency is H
127、ong Kongdollars.This prospectus contains translations of Hong Kong dollars intoU.S.dollars solely for the convenience of the reader.Unless otherwise noted,alltranslations from Hong Kong dollars to U.S.dollars and from U.S.dollars toHongKong dollars in this prospectus were calculated at the noon buyi
128、ng rate of US$1=HK$7.8343,representing the noon buying rate in The City of NewYork for cabletransfers of HK$as certified for customs purposes by the Federal Reserve Bank ofNewYork on the lasttrading day of March 31,2024.We make no representation thatthe HKD or U.S.dollar amounts referred to in this
129、prospectus could have been orcould be converted into U.S.dollars or HKD,as the case may be,at any particularrate or at all.OneC Groups fiscal year ends on March31.iv2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/0
130、00121390024097080/ea0210012-06.htm17/300Table of ContentsPROSPECTUS SUMMARYThe following summary highlights information contained elsewhere in this prospectusand does not contain all of the information you should consider before investing inour Ordinary Shares.You should read the entire prospectus c
131、arefully,including“Risk Factors,”“Managements Discussion and Analysis of Financial Condition andResults of Operations,”and our consolidated financial statements and the relatednotes thereto,in each case included in this prospectus.You should carefullyconsider,among other things,the matters discussed
132、 in the section of thisprospectus titled“Business”before making an investment decision.Unless thecontext otherwise requires,all references to“OneC Group,”“we,”“us,”“our,”the“Company,”and similar designations refer to OneConstruction GroupLimited,an exempted Cayman Islands company and its wholly owne
133、d subsidiaries.OverviewWe,through the operating subsidiary,are a structural steelwork contractor inHongKong,specializing in the procurement and installation of structural steel forconstruction projects in HongKong.Since our establishment in 2021,the operatingsubsidiary has been undertaking structura
134、l steelwork projects in the role ofsubcontractor and has conducted all of our business activities in HongKong,whereall of our clients and suppliers are located.Structural steelwork refers to the installation and formation of steel structures,typically serving as the backbone of commercial and reside
135、ntial buildings andinfrastructure during the initial stage of a construction project.Essentially,structural steelwork involves columns and beams that are riveted,bolted or weldedtogether.As a structural steelwork contractor,the operating subsidiary willsupply,cut,bend,weld and assemble structural st
136、eel frames,trusses and othercomponents into structures in accordance with the specifications provided in thebuilding plans and designs provided by the general contractors that engage it.Typically,the operating subsidiarys major responsibilities in a constructionproject include(i)performing site prep
137、aratory and preliminary work;(ii)developing detailed work schedules and work allocation plans;(iii)implementing construction site work;and(iv)conducting site safetysupervision and quality control.As a subcontractor,the direct clients of the operating subsidiary are mostly theregistered general build
138、ing contractors under the Buildings Ordinance(Chapter 123of the Laws of Hong Kong)(“BO”),of various types of building and infrastructureprojects in Hong Kong.The operating subsidiary principally provides structuralsteelwork services as a subcontractor for both(i)public sector projects,including infr
139、astructure,public facilities and public residential developments,and(ii)private sector projects,which are mostly private commercial,residentialand industrial developments.Public sector projects refer to projects in which thegeneral contractors are employed by public authorities,while private sectorp
140、rojects refer to projects that are not public sector projects.For thefiscal years ended March 31,2023 and 2024,the majority of our revenue wasderived from public sector projects.We are a fast-growing company.During the fiscalyears ended March31,2023 and2024,the operating subsidiary completed nine an
141、d eight projects,respectively,andwe recorded revenue of$54,493,000 and$63,463,000,respectively.Based on our onecompleted and 12 active and ongoing construction projects as of March31,2024,which are expected to be completed between the second half of 2024 and 2026,we areengaged in the structural stee
142、lwork for 21,024 public residential units for certainpublic residential projects to be developed by the HongKong Housing Authority(astatutory body of the Hong Kong government and the main provider of public housingin Hong Kong)and the HongKong Housing Society(the second largest public housingprovide
143、r in Hong Kong and an independent not-for-profit organization supported bythe Hong Kong government),which account for 29%of forecasted total of 73,000residential units in the public sector in 2024 to 2026 by the Hong Kong HousingBureau,which is a statutory organization tasked to develop and implemen
144、t publichousing programs to help the Hong Kong Government achieve its policy objective onpublic housing.2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm18/300In addition,the opera
145、ting subsidiary mainly focuses on the role of projectmanagement and carries out the site work by recruiting and supervising contractworkers for most projects and will often subcontract part of the work to third-party subcontractors if the project work exceeds the capacity of the operatingsubsidiary.
146、In such instances,subcontractors are selected based on their qualityof services,qualifications,skills and techniques,prevailing market price,delivery time,reputation and availability of resources to accommodate theoperating subsidiarys requirements.For the fiscalyears ended March31,2023and 2024,the
147、percentage of our total purchases from our largest subcontractoramounted to approximately 16%and 32%of our total purchases,respectively,whilethe percentage of our purchases from all of our subcontractors combined amounted toapproximately 22%and 47%of our total purchases,respectively.12024/11/18 08:4
148、9sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm19/300Table of ContentsCompetitive StrengthsWe believe the following competitive strengths differentiate us from ourcompetitors:one of the top ser
149、vice providers in the HongKong structural steelworkindustry with an established reputation and proven track record;visionary and experienced management team with strong technical andoperational expertise;tailored solutions in structural steelwork service for clients;andeffective and stringent qualit
150、y control systems in place.Growth StrategiesWe intend to pursue the following strategies to further expand our business:increase our market share;improve our financial management to ensure optimal finance costs andcapital sufficiency;andexpand our workforce.Corporate InformationOur principal executi
151、ve office is located at Room 6808A,68/F,Central Plaza,18Habor Road,Wanchai,Hong Kong.Our telephone number is+852 2123 8400.Ourregistered office in the Cayman Islands is located at the office of HarneysFiduciary(Cayman)Limited,4th Floor,Harbor Place,103 South Church Street,P.O.Box 10240,Grand Cayman
152、KY1-1002,Cayman Islands.Our agent for service of process in the United States is Cogency Global Inc.,located at 122 East 42nd Street,18th Floor,New York,NY 10168.Informationcontained on,or that can be accessed through,our website is not a part of,andshall not be incorporated by reference into,this p
153、rospectus.Corporate History and Group StructureOneC Development,our wholly-owned subsidiary and a company incorporated under thelaws of the BVI in April 2021,is the sole shareholder of our principalsubsidiaries,namely,OneC Engineering and OneC Services.In June2024,we underwent a reorganization(the“R
154、eorganization”)to our legalstructure such that(i)on June11,2024,Rich Plenty acquired OneC Developmentfrom its previous shareholder,Glamour Blessing Limited;(ii)we were incorporatedunder the laws of Cayman Islands on June14,2024,with Rich Plenty being our soleshareholder;and(iii)Rich Plenty transferr
155、ed 100%of its interest in OneCDevelopment to us on June28,2024.As a result of the Reorganization completed onJune 28,2024,we became the holding company of OneC Development and itssubsidiaries(namely,OneC Engineering and OneC Services).Since OneC Developmentand its subsidiaries have been under the co
156、mmon control of the same controllingshareholder,Rich Plenty,both before and after the Reorganization,theconsolidation of the OneC Group and its subsidiaries has been accounted for athistorical cost and prepared on the basis as if the aforementioned transactions hadbecome effective as of the beginnin
157、g of the first period presented in theaccompanying consolidated financial statements.On July19,2024,Rich Plenty sold an aggregate of 20%of our issued share capitalto five investors,Premium Quest Enterprises Limited,Elite Ultima InvestmentLimited,Infinite Apex Group Limited,Treasure First Holdings Li
158、mited and HongqinZhao,for an aggregate consideration of$935,907.As of the date of thisprospectus,our Controlling Shareholder owns 80%of our issued share capital andthe remaining 20%of our share capital is held as to 3.6%by Premium Quest2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024
159、097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm20/300Enterprises Limited;as to 3.6%by Elite Ultima Investment Limited;as to 4%byInfinite Apex Group Limited;as to 4.4%by Treasure First Holdings Limited;and asto 4.4%by Hongqin Zhao.22024/11/18
160、08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm21/300Table of ContentsThe chart below illustrates our corporate structure and subsidiaries as of the dateof this prospectus and upon completi
161、on of this offering(assuming the underwritersdo not exercise the Over-Allotment Option):As of the date of this prospectus32024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm22/300Tab
162、le of ContentsUpon completion of this offeringWe are offering 1,750,000 Ordinary Shares,representing 13.46%of the OrdinaryShares following completion of this offering,assuming the underwriters do notexercise the Over-Allotment Option.We will be a“controlled company”as defined under the Nasdaq Stock
163、Market Rulesbecause,immediately after the completion of this offering,our ControllingShareholder will own 69.23%of our total issued and outstanding Shares,representing 69.23%of the total voting power,assuming that the underwriter doesnot exercise the Over-Allotment Option.See“Prospectus SummaryImpli
164、cationsof Being a Controlled Company.”on page 10 of this prospectus.Holding Company StructureWe are a holding company incorporated in the Cayman Islands with no materialoperations of our own,and we conduct our operations primarily in HongKong throughour operating subsidiary,OneC Engineering.This is
165、an offering of the OrdinaryShares of the Company,the holding company incorporated in the Cayman Islands,instead of the shares of the operating subsidiary.Investors in this offering willnot directly hold any equity interests in the operating subsidiary.As a result of our corporate structure,our abili
166、ty to pay dividends may dependupon dividends paid by our operating subsidiary.If our existing operatingsubsidiary or any newly formed ones incur debt on their own behalf in the future,the instruments governing their debt may restrict their ability to pay dividends tous.Transfers of Cash to and from
167、Our SubsidiariesOur management monitors the cash position of our operating subsidiary,OneCEngineering,and prepares budgets on a monthly basis to ensure,the necessary fundsto fulfill obligations for the foreseeable future are available and to ensureadequate liquidity.In the event that there is a need
168、 for cash or a potentialliquidity issue,it will be reported to our Chief Financial Officer and subject toapproval by our board of directors.2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea02100
169、12-06.htm23/30042024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm24/300Table of ContentsThe ability of the Company to transfer cash to its subsidiaries is subject to thefollowing:t
170、he Company is permitted under the laws of the Cayman Islands and itsAmended and Restated Memorandum and Articles to provide funding to our subsidiariesincorporated in the BVI and HongKong through loans or capital contributions.TheCompanys subsidiary formed under the laws of the BVI is permitted unde
171、r the lawsof the BVI to provide funding to our HongKong operating subsidiary,subject tocertain restrictions set forth in the BVI Companies Act and memorandum and articlesof association of our subsidiary incorporated under the laws of the BVI.The ability of OneC Engineering,the direct subsidiary of O
172、neC Development,totransfer cash to the Company is subject to the following:according to the BVICompanies Act,OneC Development may make dividend distributions to the extent thatimmediately after a distribution,the value of the companys assets exceeds itsliabilities and that such company is able to pa
173、y its debts as they fall due.The ability of OneC Engineering to transfer cash to our Company is subject to thefollowing:according to the Companies Ordinance,OneC Engineering may only make adistribution out of profits available for distribution.Other than the above,wehave not adopted or maintained an
174、y cash management policies and procedures as ofthe date of this prospectus.During the years ended March 31,2023 and 2024 and up to the date of thisprospectus,the Company did not declare or pay any dividends and there was notransfer of assets among the Company and its subsidiaries.If we decide to pay
175、 dividends on any of our Ordinary Shares in the future,as aholding company,we will be dependent on receipt of funds from our subsidiaries byway of dividend payments.We are permitted under the laws of Cayman Islands and itsAmended and Restated Memorandum and Articles to provide funding to its subsidi
176、ariesthrough loans or capital contributions and subject to the restrictions in the BVICompanies Act and the Companies Ordinance mentioned above,OneC Development andOneC Engineering are permitted under the laws of the BVI and the laws of HongKong,respectively,to provide funding to the Company through
177、 dividend distributions fromOneC Engineering to OneC Development and then to the Company.We currently intend to retain all available funds and future earnings,if any,forthe operation and expansion of our business and do not anticipate declaring orpaying any dividends in the foreseeable future.Any fu
178、ture determination related toour dividend policy will be made at the discretion of our board of directors afterconsidering our financial condition,results of operations,capital requirements,contractual requirements,business prospects and other factors the board ofdirectors deems relevant,and subject
179、 to the restrictions contained in any futurefinancing instruments.There are no statutory prohibitions in the Cayman Islands on the granting offinancial assistance by a company to another person for the purchase of,orsubscription for,its own,its holding companys or a subsidiarys shares.Therefore,a co
180、mpany may provide financial assistance provided that the directorsof the company,when proposing to grant such financial assistance,discharge theirduties of care and act in good faith,for a proper purpose and in the interests ofthe company.Such assistance should be on an arms-length basis.Subject to
181、theCompanies Act and our Amended and Restated Memorandum and Articles,our Company ina general meeting may declare dividends in any currency to be paid to the membersbut no dividend shall be declared in excess of the amount recommended by our boardof directors.Subject to a solvency test,as prescribed
182、 in the Companies Act,andthe provisions,if any,of the companys memorandum and articles of association,acompany may pay dividends and distributions out of its share premium account.Inaddition,based upon English case law that is likely to be persuasive in the CaymanIslands,dividends may be paid out of
183、 profits.The Cayman Islands does not impose awithholding tax on payments of dividends to shareholders in the Cayman Islands.According to the BVI Companies Act 2004,a BVI company may make dividendsdistribution to the extent that immediately after the distribution,the value ofthe companys assets excee
184、ds its liabilities and that such company is able to payits debts as they fall due.Under HongKong law,dividends may only be paid out of distributable profits(thatis,accumulated realized profits so far as not previously utilized by distributionor capitalization less accumulated realized losses so far
185、as not previously written2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm25/300off in a reduction or reorganization of capital),as permitted under HongKong law.Dividends cannot be
186、 paid out of share capital.There are no restrictions orlimitation under the laws of HongKong imposed on the conversion of HongKongdollar into foreign currencies and the remittance of currencies out of HongKong,nor there is any restriction on foreign exchange to transfer cash between OneCGroup and it
187、s subsidiaries,across borders and to U.S.investors,nor there is anyrestrictions and limitations to distribute earnings from our business andsubsidiaries,to OneC Group and ultimately to U.S.investors.Under the currentpractice of the Inland Revenue Department of Hong Kong,no tax is payable inHongKong
188、in respect to dividends paid by us.52024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm26/300Table of ContentsEnforceability of Civil LiabilitiesWe are incorporated under the laws of
189、 the Cayman Islands as an exempted companywith limited liability.Substantially all of our assets are located outside theUnitedStates.In addition,all of our directors and officers are nationals orresidents of jurisdictions other than the UnitedStates and all or a substantialportion of their assets ar
190、e located outside the UnitedStates.As a result,it maybe difficult for investors to effect service of process within the UnitedStatesupon us or these persons or to enforce judgments obtained in U.S.courts against usor them,including judgments predicated upon the civil liability provisions of thesecur
191、ities laws of the UnitedStates or any state in the UnitedStates.It mayalso be difficult for you to enforce judgments obtained in U.S.courts based on thecivil liability provisions of the U.S.federal securities laws against us and ourofficers and directors.We have appointed Cogency Global Inc.as our a
192、gent upon whom process may be servedin any action brought against us under the securities laws of the UnitedStates.We have been advised by Harney,Westwood&Riegels,our counsel as to CaymanIslands law,that although there is no statutory enforcement in the Cayman Islandsof judgments obtained in the fed
193、eral or state courts of the UnitedStates(and theCayman Islands are not a party to any treaties for the reciprocal enforcement orrecognition of such judgments),the Grand Court of the Cayman Islands will atcommon law enforce final and conclusive in personam judgments of state and/orfederal courts of t
194、he UnitedStates of America(the“Foreign Court”)of a debt ordefinite sum of money against the Company(other than a sum of money payable inrespect of taxes or other charges of a like nature,a fine or other penalty(whichmay include a multiple damages judgment in an anti-trust action)or whereenforcement
195、would be contrary to public policy).The Grand Court of the CaymanIslands will also at common law enforce final and conclusive in personam judgmentsof the Foreign Court that are non-monetary against the Company,for example,declaratory judgments ruling upon the true legal owner of shares in a CaymanIs
196、lands company.The Grand Court of the Cayman Islands will exercise its discretionin the enforcement of non-money judgments by having regard to the circumstances,such as considering whether the principles of comity apply.To be treated as finaland conclusive,any relevant judgment must be regarded as re
197、s judicata by theForeign Court.A debt claim on a foreign judgment must be brought within sixyearsof the date of the judgment,and arrears of interest on a judgment debt cannot berecovered after sixyears from the date on which the interest was due.The courtsof the Cayman Islands are unlikely to enforc
198、e a judgment obtained from the ForeignCourt under civil liability provisions of U.S.federal securities law if such ajudgment is found by the courts of the Cayman Islands to give rise to obligationsto make payments that are penal or punitive in nature.Such a determination has notyet been made by the
199、Grand Court of the Cayman Islands.A court of the CaymanIslands may stay enforcement proceedings if concurrent proceedings are beingbrought elsewhere.A judgment entered in default of appearance by a defendant whohas had notice of the Foreign Courts intention to proceed may be final andconclusive,notw
200、ithstanding that the Foreign Court has the power to set aside itsown judgment and despite the fact that it may be subject to an appeal of the time-limit which has not yet expired.The Grand Court of the Cayman Islands maysafeguard the defendants rights by granting a stay of execution pending any such
201、appeal and may also grant interim injunctive relief as appropriate for the purposeof enforcement.Haldanes,our counsel as to the laws of HongKong,has advised us that there isuncertainty as to whether the courts of HongKong would(i)recognize or enforcejudgments of U.S.courts obtained against us or our
202、 directors or officerspredicated upon the civil liability provisions of the securities laws of theUnited States or any state in the United States,or(ii)entertain originalactions brought in HongKong against us or our directors or officers predicatedupon the securities laws of the UnitedStates or any
203、state in the UnitedStates.HongKong has no arrangement for the reciprocal enforcement of judgments with theUnited States.A judgment of a court in the United States predicated uponU.S.federal or state securities laws may be enforced in HongKong at common lawby bringing an action in a HongKong court on
204、 that judgment for the amount duethereunder provided that the foreign judgment,among other things,is(1)for a2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm27/300debt or a definit
205、e sum of money(not being a sum payable in respect of taxes orother charges of a like nature or in respect of a fine or other penalty),and(2)final and conclusive on the merits of the claim,but not otherwise.Such ajudgment may not,in any event,be so enforced in HongKong if(a)it was obtainedby fraud,(b
206、)the proceedings in which the judgment was obtained were opposed tonatural justice,(c)its enforcement or recognition would be contrary to the publicpolicy of HongKong,(d)the court of the UnitedStates was not jurisdictionallycompetent,or(e)the judgment was in conflict with a prior HongKong judgment.A
207、s a result,there is uncertainty as to the enforceability in Hong Kong,inoriginal actions or in actions for enforcement,of judgments of U.S.courts ofcivil liabilities predicated solely upon the federal securities laws of theUnited States or the securities laws of any state or territory within theUnit
208、edStates.62024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm28/300Table of ContentsRecent Regulatory Developments in the PRCThe PRC government recently initiated a series of regulat
209、ory actions and statementsto regulate business operations in certain areas in China with little advancenotice,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companies listed overseas using VIEstructure,adopting new measures to extend the
210、 scope of cybersecurity reviews,andexpanding the efforts in anti-monopoly enforcement.For example,on July6,2021,the General Office of the Communist Party of China Central Committee and theGeneral Office of the State Council jointly issued a document to crack down onillegal activities in the securiti
211、es market and promote the high-qualitydevelopment of the capital market,which,among other things,requires the relevantgovernmental authorities to strengthen cross-border oversight of law enforcementand judicial cooperation,to enhance supervision over China-based companies listedoverseas,and to estab
212、lish and improve the system of extraterritorial applicationof the PRC securities laws.Also,on July10,2021,the CAC issued a revised draftof the Measures for Cybersecurity Review for public comments(the“RevisedDraft”),which required that,in addition to“operators of critical informationinfrastructure,”
213、any“data processor”controlling personal information of no lessthan one million users that seeks to list in a foreign stock exchange should alsobe subject to cybersecurity review,and it further elaborated the factors to beconsidered when assessing the national security risks of the relevant activitie
214、s.The Revised Draft remains unclear as to whether a Hong Kong company shall besubject to its provisions.We do not currently expect the Revised Draft to have animpact on our business,operations,or this offering,as we do not believe thatOneC Engineering is deemed to be an“operator of critical informat
215、ioninfrastructure”or a“data processor”controlling personal information of no lessthan one million users,which are required to file for cybersecurity review beforelisting in the UnitedStates,because(i)OneC Engineering is incorporated andoperating in HongKong,and the Revised Draft remains unclear as t
216、o whether itshall be applied to a HongKong company;(ii)OneC Engineering operates withoutany subsidiary nor VIE structure in mainland China;(iii)as of date of thisprospectus,OneC Engineering has not collected or stored any personal informationof PRC individual clients;(iv)as of date of this prospectu
217、s,all of the data OneCEngineering has collected is stored in servers located in Hong Kong;and(v)as ofthe date of this prospectus,OneC Engineering has not been informed by any PRCgovernmental authority of any requirement that it must file for a cybersecurityreview.However,there remains significant un
218、certainty in the interpretation andenforcement of relevant PRC cybersecurity laws and regulations.If the RevisedDraft is adopted into law in the future and if OneC Engineering is deemed to be an“operator of critical information infrastructure”or a“data processor”controlling personal information of n
219、o less than one million users,OneCEngineerings operation and the listing of our Ordinary Shares in theUnitedStates could be subject to CACs cybersecurity review in the future.On December28,2021,the CAC published the revised Cybersecurity Review Measures(“CRM”),which further restates and expands the
220、applicable scope of thecybersecurity review.The revised CRM took effect on February 15,2022,andreplaced the Revised Draft issued on July10,2021.Pursuant to the revised CRM,ifa network platform operator holding personal information of over one million usersseeks for“foreign”listing,it must apply for
221、the cybersecurity review.Inaddition,operators of critical information infrastructure purchasing networkproducts and services are also obligated to apply for the cybersecurity review forsuch purchasing activities.Although the CRM provides no further explanation on theextent of“network platform operat
222、or”and“foreign”listing,we do not believewe are obligated to apply for a cybersecurity review pursuant to the revised CRM,considering that(i)we are not in possession of or otherwise holding personalinformation of over one million users,and it is also very unlikely that we willreach such threshold in
223、the near future;and(ii)as of the date of thisprospectus,we have not received any notice or determination from applicable PRCgovernmental authorities identifying it as a critical information infrastructureoperator.On February 17,2023,the CSRC released the Trial Administrative Measures ofOverseas Secu
224、rities Offering and Listing by Domestic Companies,or the TrialMeasures,which came into effect on March 31,2023.On the same date of the2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.
225、htm29/300issuance of the Trial Measures,the CSRC circulated No.1 to No.5 SupportingGuidance Rules,the Notes on the Trial Measures,the Notice on AdministrationArrangements for the Filing of Overseas Listings by Domestic Enterprises and therelevant CSRC Answers to Reporter Questions on the official we
226、bsite of the CSRC,orcollectively,the Guidance Rules and Notice.The Trial Measures,together with theGuidance Rules and Notice,reiterate the basic supervision principles as reflectedin the Administrative Regulations of the State Council on Overseas SecuritiesOffering and Listing by Domestic Companies(
227、draft for comments),or the DraftOverseas Listing Regulations by providing substantially the same requirements forfilings of overseas offering and listing by domestic companies,yet made thefollowing updates compared to the Draft Overseas Listing Regulations:(a)furtherclarification of the circumstance
228、s prohibiting overseas issuance and listing;(b)further clarification of the standard of indirect overseas listing under theprinciple of substance over form,and(c)adding more details of filing proceduresand requirements by72024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea02100
229、12-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm30/300Table of Contentssetting different filing requirements for different types of overseas offering andlisting.Pursuant to the Trial Measures,the Guidance Rules and Notice,domesticcompanies that seek to offe
230、r or list securities overseas,both directly andindirectly,should fulfill the filing procedure and report relevant information tothe CSRC within three working days following its submission of initial publicofferings or listing application.Since these statements and regulatory actions by the PRC gover
231、nment are newlypublished,their interpretation,application and enforcement to companies locatedin HongKong remains unclear and there also remains significant uncertainty as tothe enactment,interpretation and implementation of other regulatory requirementsrelated to overseas securities offerings and o
232、ther capital market activities,ourability to offer,or continue to offer,securities to investors would bepotentially hindered and the value of our securities might significantly decline orbecome worthless,by existing or future laws and regulations relating to itsbusiness or industry or by intervene o
233、r interruption by PRC governmentalauthorities,if(i)we or our subsidiaries do not receive or maintain such filings,permissions or approvals required by the PRC government,(ii)inadvertentlyconclude that such filings,permissions or approvals are not required,(iii)applicable laws,regulations,or interpre
234、tations change and we are requiredto obtain such filings,permissions or approvals in the future,or(iv)anyintervention or interruption is caused by PRC governmental with little or noadvance notice.On December27,2021,the National Development and Reform Commission(“NDRC”)andthe Ministry of Commerce joi
235、ntly issued the Special Administrative Measures forEntry of Foreign Investment(Negative List)(2021 Version)(“Negative List”),which became effective and replaced the previous version.Pursuant to the NegativeList,if a PRC company,which engages in any business where foreign investment isprohibited unde
236、r the Negative List,or prohibited businesses seeks an overseasoffering or listing,it must obtain the approval from competent governmentalauthorities.Based on a set of Q&A published on the NDRCs official website,a NDRCofficial indicated that after a PRC company submits its application for overseaslis
237、ting to the CSRC and where matters relating to prohibited businesses under theNegative List are implicated,the CSRC will consult the regulatory authoritieshaving jurisdiction over the relevant industries and fields.Because the DraftOverseas Listing Regulations are currently in draft form and given t
238、he novelty ofthe Negative List,there remain substantial uncertainties as to whether and whatrequirements,including filing requirements,will be imposed on a PRC company withrespect to its listing and offerings overseas as well as with the interpretationand implementation of existing and future regula
239、tions in this regard.Our operating subsidiary may collect and store certain data from our clients inHong Kong in connection with our business and operations.Given that(1)ouroperating subsidiary is incorporated and located in Hong Kong;(2)we have nosubsidiary,VIE structure,nor any direct operations i
240、n mainland China;and(3)pursuant to the Basic Law of the Hong Kong Special Administrative Region,whichis a national law of the PRC and the constitutional document for HongKong(the“Basic Law”),national laws of the PRC shall not be applied in HongKong exceptfor those listed in AnnexIII of the Basic Law
241、(which is,as of the date of thisprospectus,is mainly confined to laws relating to defense and foreign affairs,national security and nationality law,as well as other matters outside theautonomy of Hong Kong),and we do not currently expect the Measures forCybersecurity Review(2021),the PRC Personal In
242、formation Protection Law,the DraftOverseas Listing Regulations,or the Trial Measures and the Guidance Rules andNotice to have an impact on our business,operations,or this offering,as we donot believe that our operating subsidiary is deemed to be an“Operator”that isrequired to file for cybersecurity
243、review before listing in the United Statesbecause(i)our operating subsidiary is incorporated in HongKong and operates inHongKong without any subsidiary or VIE structure in mainland China,and each ofthe Measures for Cybersecurity Review(2021),the PRC Personal InformationProtection Law,the Draft Overs
244、eas Listing Regulations,the Trial Measures,and theGuidance Rules and Notice remains unclear as to whether it shall be applied to acompany based in HongKong;(ii)as of date of this prospectus,our operatingsubsidiary has neither collected nor stored any personal information of PRCindividuals;(iii)all o
245、f the data our operating subsidiary has collected is stored2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm31/300in servers located in HongKong;and(iv)as of the date of this prosp
246、ectus,ouroperating subsidiary has not been informed by any PRC governmental authority of anyrequirement that it must file for a cybersecurity review or a CSRC review.Since these statements and regulatory actions are new,it is highly uncertain howsoon the legislative or administrative regulation maki
247、ng bodies will respond orwhat existing or new laws or regulations or detailed implementations andinterpretations will be modified or promulgated,if any.It is also highlyuncertain what the potential impact such modified or new laws and regulations willhave on OneC Engineerings daily business operatio
248、ns,its ability to accept foreigninvestments,and the listing of our Ordinary Shares on a U.S.or other foreignexchange.There remains significant uncertainty in the interpretation andenforcement of relevant PRC cybersecurity laws and regulations.If the DraftOverseas Listing Regulations are adopted into
249、 law in the future and becomeapplicable to our operating subsidiary,if our82024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm32/300Table of Contentsoperating subsidiary is deemed to
250、 be an“Operator,”or if the Measures forCybersecurity Review(2021),the PRC Personal Information Protection Law,the TrialMeasures or the Guidance Rules and Notice becomes applicable to our operatingsubsidiary,the business operation of our operating subsidiary and the listing ofour Ordinary Shares in t
251、he United States could be subject to the CACscybersecurity review or CSRC Overseas Issuance and Listing review in the future.Ifthe applicable laws,regulations,or interpretations change and our operatingsubsidiary becomes subject to the CAC or CSRC review,we cannot assure you that ouroperating subsid
252、iary will be able to comply with the regulatory requirements in allrespects,and our current practice of collecting and processing personalinformation may be ordered to be rectified or terminated by regulatory authorities.If our operating subsidiary fails to receive or maintain such permissions or if
253、 therequired approvals are denied,our operating subsidiary may become subject to finesand other penalties that may have a material adverse effect on our business,operations,and financial condition and may hinder our ability to offer or continueto offer Ordinary Shares to investors and cause the valu
254、e of our Ordinary Shares tosignificantly decline or be worthless.Additionally,due to long-arm provisions under the current PRC laws andregulations,there remains regulatory uncertainty with respect to theimplementation and interpretation of laws in China.We are also subject to therisks of uncertainty
255、 about any future actions the PRC government or authorities inHongKong may take in this regard.Should the PRC government choose to exercise significant oversight and discretionover the conduct of our business,they may intervene in or influence ouroperations.Such governmental actions:Could result in
256、a material change in our operations;Could hinder our ability to continue to offer securities to investors;andMay cause the value of our Ordinary Shares to significantly decline or beworthless.Permission Required from HongKong and PRC AuthoritiesAs of the date of this prospectus,OneC Engineering has
257、received all requisitelicenses and approvals for the operation of its business in HongKong.As of thedate of this prospectus,we are not required to obtain any permission or approvalfrom HongKong authorities to issue our Ordinary Shares to foreign investors.Weare also not required to obtain permission
258、s or approvals from any PRC authoritiesbefore listing in the UnitedStates and to issue our Ordinary Shares to foreigninvestors,including the CSRC,the CAC,or any other governmental agency that isrequired to approve our operations.However,in the event that(i)the PRC government expanded the categories
259、ofindustries and companies whose foreign securities offerings are subject to reviewby the CSRC or the CAC and that we are required to obtain such permissions orapprovals,(ii)we inadvertently concluded that relevant permissions or approvalswere not required or that we did not receive or maintain rele
260、vant permissions orapprovals required,or(iii)applicable laws,regulations,or interpretationschange and require us to obtain such permissions or approvals in the future,we mayface sanctions by the CSRC,the CAC,or other PRC regulatory agencies.Recent PCAOB DevelopmentsOn May20,2020,the U.S.Senate passe
261、d the HFCA Act,which includes requirementsfor the SEC to identify issuers whose audit work is performed by auditors that thePCAOB is unable to inspect or investigate completely because of a restrictionimposed by a non-U.S.authority in the auditors local jurisdiction.TheU.S.House of Representatives p
262、assed the HFCA Act on December2,2020,and theHFCA Act was signed into law on December18,2020.Pursuant to the HFCA act,oursecurities may be prohibited from trading on the Nasdaq or other U.S.stock2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/
263、Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm33/300exchanges if our auditor cannot be inspected by the PCAOB for threeconsecutiveyears,and this ultimately could result in our Ordinary Shares beingdelisted.On March 24,2021,the SEC adopted interim final rules relating to theimplement
264、ation of certain disclosure and documentation requirements of the HFCAAct.A company will be required to comply with these rules if the SEC identifies itas having a“non-inspection”year under a process to be subsequently establishedby the SEC.The SEC is assessing how to implement other requirements of
265、 the HFCAAct,including the listing and trading prohibition requirements described above.92024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm34/300Table of ContentsOn June22,2021,the
266、U.S.Senate passed a bill that,if passed by the U.S.Houseof Representatives and signed into law,would reduce the number of consecutive non-inspectionyears required for triggering the prohibitions under the HFCA Act fromthreeyears to twoyears.On December2,2021,the SEC issued amendments to finalize rul
267、es implementing thesubmission and disclosure requirements in the HFCA Act,which took effect onJanuary10,2022.The rules apply to registrants that the SEC identifies as havingfiled an annual report with an audit report issued by a registered publicaccounting firm that is located in a foreign jurisdict
268、ion and that PCAOB is unableto inspect or investigate completely because of a position taken by an authority inforeign jurisdictions.On December16,2021,the PCAOB issued a Determination Report,which found that thePCAOB is unable to inspect or investigate completely registered public accountingfirms h
269、eadquartered in mainland China of the PRC or Hong Kong,a SpecialAdministrative Region and dependency of the PRC,because of a position taken by oneor more authorities in the PRC or HongKong.Our auditor,Audit Alliance LLP,the independent registered public accounting firmthat issues the audit report in
270、cluded elsewhere in this prospectus,as an auditorof companies that are traded publicly in the UnitedStates and a firm registeredwith the PCAOB,is subject to laws in the UnitedStates pursuant to which the PCAOBconducts regular inspections to assess our auditors compliance with the applicableprofessio
271、nal standards.Audit Alliance LLP is headquartered in Singapore and can beinspected by the PCAOB.On August26,2022,CSRC,the MOF,and the PCAOB signed the Protocol,governinginspections and investigations of audit firms based in China and HongKong.TheProtocol remains unpublished and is subject to further
272、 explanation andimplementation.Pursuant to the fact sheet with respect to the Protocol disclosedby the SECthe PCAOB shall have independent discretion to select any issuer auditsfor inspection or investigation and has an exemption from the rule that a majorityof our board of directors must be indepen
273、dent directors;unfettered ability totransfer information to the SEC.On December15,2022,the PCAOB Board determined that the PCAOB was able to securecomplete access to inspect and investigate registered public accounting firmsheadquartered in mainland China and HongKong and voted to vacate its previou
274、sdeterminations to the contrary.However,should PRC authorities obstruct orotherwise fail to facilitate the PCAOBs access in the future,the PCAOB Board willconsider the need to issue a new determination.On December23,2022,the Accelerating HFCA Act,was signed into law,which amendedthe HFCA Act by requ
275、iring the SEC to prohibit an issuers securities from tradingon any U.S.stock exchanges if its auditor is not subject to PCAOB inspections fortwo consecutiveyears instead of three.On December29,2022,the ConsolidatedAppropriations Act was signed into law by President Biden.The ConsolidatedAppropriatio
276、ns Act contained,among other things,an identical provision toAccelerating HFCA Act,which reduces the number of consecutive non-inspectionyearsrequired for triggering the prohibitions under the HFCA Act from threeyears totwo.Implications of Being a Controlled CompanyWe are and will continue,following
277、 this offering,to be a“controlled company”within the meaning of the Nasdaq Stock Market Rules and,as a result,may rely onexemptions from certain corporate governance requirements that provide protectionto shareholders of other companies.For so long as we are a controlled company under that definitio
278、n,we are permittedto elect to rely,and may rely,on certain exemptions from corporate governancerules,including:an exemption from the rule that a majority of our board of directors mustbe independent directors;an exemption from the rule that the compensation of our chief executiveofficer must be dete
279、rmined or recommended solely by independent directors;2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm35/300andAn exemption from the rule that our director nominees must be select
280、ed orrecommended solely by independent directors.102024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm36/300Table of ContentsAs a result,you will not have the same protection afforde
281、d to shareholders ofcompanies that are subject to these corporate governance requirements.We mayfollow certain exemptions from certain corporate governance requirements that couldadversely affect our public shareholders.Should we elect to rely on the“controlled company”exemption,a majority of the me
282、mbers of our board ofdirectors might not be independent directors,our nominating and corporategovernance and compensation committees might not consist entirely of independentdirectors and our director nominees may not be selected or recommended solely byindependent directors after we complete this o
283、ffering.See“Risk FactorsRisksRelated to Our Ordinary Shares and This OfferingAs a“controlled company”under the rules of the Nasdaq Capital Market,we may choose to exempt our Companyfrom certain corporate governance requirements that could have an adverse effect onour public shareholders.”Implication
284、s of Being an Emerging Growth Company and a Foreign PrivateIssuerAs a company with less than$1.235billion in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined in the Jumpstart OurBusiness Startups Act(the“JOBS Act”),enacted in April 2012,and may takeadvantage of
285、 reduced reporting requirements that are otherwise applicable to largerpublic companies.These provisions include,but are not limited to:being permitted to present only twoyears of audited financial statementsand only twoyears of related Managements Discussion and Analysis ofFinancial Condition and R
286、esults of Operations in our filings with the SEC;not being required to comply with the auditor attestation requirements inthe assessment of our internal control over financial reporting;reduced disclosure obligations regarding executive compensation inperiodic reports,proxy statements,and registrati
287、on statements;andexemptions from the requirements of holding a nonbinding advisory vote onexecutive compensation and shareholder approval of any golden parachutepayments not previously approved.We may take advantage of these provisions until the lastday of our fiscal yearfollowing the fifth annivers
288、ary of the date of the first sale of our OrdinaryShares pursuant to this offering.However,if certain events occur before the endof such five-year period,including if we become a“large accelerated filer,”ourannual gross revenues exceed$1.235billion,or we issue more than$1billion ofnon-convertible deb
289、t in any three-year period,we will cease to be an emerginggrowth company before the end of such five-year period.In addition,Section 107 of the JOBS Act provides that an“emerging growthcompany”can take advantage of the extended transition period provided inSection 7(a)(2)(B)of the Securities Act for
290、 complying with new or revisedaccounting standards.We have elected to take advantage of the extended transitionperiod for complying with new or revised accounting standards and acknowledge suchelection is irrevocable pursuant to Section107 of the JOBS Act.We are a foreign private issuer under the Ex
291、change Act.Nasdaq Listing Rulesinclude certain accommodations in the corporate governance requirements that allowforeign private issuers,such as us,to follow“home country”corporate governancepractices in lieu of the otherwise applicable corporate governance standards ofNasdaq.The application of such
292、 exceptions requires that we disclose each Nasdaqcorporate governance standard that we do not follow and describe the Cayman Islandscorporate governance practices we do follow in lieu of the relevant Nasdaqcorporate governance standard.Upon completion of this offering,we intend tofollow Cayman Islan
293、ds corporate governance practices in lieu of the corporategovernance requirements of Nasdaq in respect of the following:the requirement under Section 5605(b)(2)of Nasdaq Listing Rules that theindependent directors have regularly scheduled meetings at which only theindependent directors are present;t
294、he requirement under Section 5610 of the Nasdaq Listing Rules that acompany adopt one or more codes of conduct applicable to all directors,2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea021001
295、2-06.htm37/300officers,and employees,and that such codes are publicly available;andthe requirement under Section 5635(d)of Nasdaq Listing Rules that alisted issuer obtain shareholder approval prior to issuing or sellingsecurities(or securities convertible into or exercisable for ordinaryshares)that
296、equal 20%or more of the issuers outstanding ordinaryshares or voting power prior to such issuance or sale.112024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm38/300Table of Contents
297、Cayman Islands law does not impose a requirement that our independent directorsmeet regularly without other members present.Nor does Cayman Islands law requirethat we obtain shareholder approval prior to issuing or selling securities thatequal 20%or more of our outstanding Ordinary Shares or voting
298、power.Nor doesCayman Islands law require that we adopt one or more codes of conduct applicable toall directors,officers,and employees,and that such codes are publicly available.We intend to avail ourselves of these exemptions.Therefore,for as long as weremain a“foreign private issuer,”holders of our
299、 Ordinary Shares will not havethe same protections afforded to shareholders of companies that are subject to allof these corporate governance requirements.122024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390
300、024097080/ea0210012-06.htm39/300Table of ContentsTHE OFFERINGSecurities offered by us 1,750,000Ordinary Shares,or2,012,500 Ordinary Shares if the underwriterexercises the Over-Allotment Option in full.Price per Ordinary Share We currently estimate that the initial publicoffering price will be in the
301、 range of$4 to$6per Ordinary Share.Ordinary Shares outstandingprior to completion of thisoffering 11,250,000Ordinary SharesOrdinary Shares outstandingimmediately after thisoffering 13,000,000Ordinary Shares,assuming no exerciseof the Over-Allotment Option.13,262,500Ordinary Shares,assuming fullexerc
302、ise of the Over-Allotment Option.Over-Allotment Option We have granted the underwriter the right topurchase up to 262,500 additional OrdinaryShares from us at the initial public offeringprice less the underwriting discount within45 days from the date of this prospectus tocover the Over-Allotment Opt
303、ion.Use of proceeds We intend to use the proceeds from this offeringfor(i)the payment of up-front costs for futureprojects;(ii)recruitment of additionalpersonnel,including project managers,qualitysurveyors and engineers;and(iii)workingcapital for general corporate purposes.See“Useof Proceeds”on page
304、 53 for more information.Lock-up We,our directors,officers,and shareholdersowning 5%or more of our Ordinary Shares haveagreed,subject to certain exceptions,not tooffer,sell,contract to sell,or grant anyoption to purchase,or otherwise dispose of anyof our Ordinary Shares or securities convertibleinto
305、 or exercisable or exchangeable for theOrdinary Shares(other than the Ordinary Sharesacquired in or after this offering)for a periodof one(1)year after the closing of thisoffering,without first obtaining theunderwriters written consent.Our shareholdersowning not more than 5%of our Ordinary Shareshav
306、e agreed,subject to certain exceptions,notto offer,sell,contract to sell,or grant anyoption to purchase,or otherwise dispose of anyof our Ordinary Shares or securities convertibleinto or exercisable or exchangeable for theOrdinary Shares(other than the Ordinary Sharesacquired in or after this offeri
307、ng)for a periodof 60 calendar days after the date of thisprospectus,without first obtaining theunderwriters written consent.See“SharesEligible for Future Sale”and“Underwriting”for more information.Listing We intend to apply to have our Ordinary Shareslisted on the Nasdaq Capital Market.The closingof
308、 this offering is conditioned upon Nasdaqsfinal approval of our listing application,andthere is no guarantee or assurance that our2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm4
309、0/300Ordinary Shares will be approved for listing onNasdaq.Proposed Ticker symbol“ONEG”Transfer Agent VStock Transfer,LLCRisk factors The Ordinary Shares offered hereby involve a highdegree of risk.You should read“Risk Factors”beginning on page 17 for a discussion of factorsto consider before decidi
310、ng to invest in ourOrdinary Shares.132024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm41/300Table of ContentsSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSThis prospectus contai
311、ns forward-looking statements that involve substantial risksand uncertainties.In some cases,you can identify forward-looking statements bythe words“may,”“might,”“will,”“could,”“would,”“should,”“expect,”“intend,”“plan,”“goal,”“objective,”“anticipate,”“believe,”“estimate,”“predict,”“potential,”“contin
312、ue,”and“ongoing,”or thenegative of these terms,or other comparable terminology intended to identifystatements about the future.These statements involve known and unknown risks,uncertainties,and other important factors that may cause our actual results,levels of activity,performance,or achievements t
313、o be materially different fromthe information expressed or implied by these forward-looking statements.Theforward-looking statements and opinions contained in this prospectus are based uponinformation available to us as of the date of this prospectus and,while we believesuch information forms a reas
314、onable basis for such statements,such information maybe limited or incomplete,and our statements should not be read to indicate that wehave conducted an exhaustive inquiry into,or review of,all potentially availablerelevant information.Forward-looking statements include statements about:timing of th
315、e development of future business;capabilities of our business operations;expected future economic performance;competition in our market;continued market acceptance of our services;changes in the laws that affect our operations;inflation and fluctuations in foreign currency exchange rates;our ability
316、 to obtain and maintain all necessary governmentcertifications,approvals,and/or licenses to conduct our business;continued development of a public trading market for our securities;the cost of complying with current and future governmental regulations andthe impact of any changes in the regulations
317、on our operations;managing our growth effectively;projections of revenue,earnings,capital structure,and other financialitems;fluctuations in operating results;the impact of COVID-19 on us,the HongKong construction industry,andthe overall economy in general;dependence on our senior management and key
318、 employees;andother factors set forth under“Risk Factors”.You should refer to the section titled“Risk Factors”for a discussion ofimportant factors that may cause our actual results to differ materially from thoseexpressed or implied by our forward-looking statements.As a result of thesefactors,we ca
319、nnot assure you that the forward-looking statements in thisprospectus will prove to be accurate.Furthermore,if our forward-lookingstatements prove to be inaccurate,the inaccuracy may be material.In light of thesignificant uncertainties in these forward-looking statements,you should notregard these s
320、tatements as a representation or warranty by us or any other personthat we will achieve our objectives and plans in any specified time frame,or atall.We undertake no obligation to publicly update any forward-looking statements,whether as a result of new information,future events,or otherwise,except
321、asrequired by law.You should read this prospectus and the documents that we reference in thisprospectus and have filed as exhibits to the registration statement,of which this2024/11/18 08:49sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/
322、2030834/000121390024097080/ea0210012-06.htm42/300prospectus forms a part,completely and with the understanding that our actualfuture results may be materially different from what we expect.We qualify all ofour forward-looking statements by these cautionary statements.142024/11/18 08:49sec.gov/Archiv
323、es/edgar/data/2030834/000121390024097080/ea0210012-06.htmhttps:/www.sec.gov/Archives/edgar/data/2030834/000121390024097080/ea0210012-06.htm43/300Table of ContentsSUMMARY OF RISK FACTORSOur business is subject to a number of risks,including risks that may prevent usfrom achieving our business objecti
324、ves or may materially and adversely affect ourbusiness,financial condition,results of operations,cash flows,and prospectsthat you should consider before making a decision to invest in our Ordinary Shares.These risks are discussed more fully in“Risk Factors.”These risks include,butare not limited to,
325、the following:Risks Relating to Doing Business in HongKongOur operations are in HongKong,a special administrative region of thePRC.According to the long-arm provisions under the current PRC laws andregulations,the PRC government may exercise significant oversight anddiscretion over the conduct of ou
326、r business and may intervene in orinfluence our operations at any time,which could result in a materialchange in our operations and/or the value of our Ordinary Shares.The PRCgovernment may intervene or impose restrictions on our ability to movemoney out of HongKong to distribute earnings and pay di
327、vidends or toreinvest in our business outside of HongKong.Changes in the policies,regulations,rules,and the enforcement of laws of the PRC government mayalso be quick with little advance notice and our assertions and beliefs ofthe risk imposed by the PRC legal and regulatory system cannot be certain
328、.See“Risk FactorsRisks Relating to Doing Business inHongKongOur operations are in HongKong,a special administrativeregion of the PRC.According to the long-arm provisions under the currentPRC laws and regulations,the PRC government may exercise significantoversight and discretion over the conduct of
329、our business and mayintervene in or influence our operations at any time,which could resultin a material change in our operations and/or the value of our OrdinaryShares.The PRC government may intervene or impose restrictions on ourability to move money out of HongKong to distribute earnings and payd
330、ividends or to reinvest in our business outside of HongKong.Changes inthe policies,regulations,rules,and the enforcement of laws of the PRCgovernment may also be quick with little advance notice and our assertionsand beliefs of the risk imposed by the PRC legal and regulatory systemcannot be certain
331、”on page17 of this prospectus.If the PRC government chooses to exert more oversight and control overofferings that are conducted overseas and/or foreign investment in China-based issuers,such action may significantly limit or completely hinderour ability to offer or continue to offer Ordinary Shares
332、 to investors andcause the value of our Ordinary Shares to significantly decline or beworthless.See“Risk Factors Risks Relating to Doing Business in HongKong If the PRC government chooses to exert more oversight and controlover offerings that are conducted overseas and/or foreign investment inChina-
333、based issuers,such action may significantly limit or completelyhinder our ability to offer or continue to offer Ordinary Shares toinvestors and cause the value of our Ordinary Shares to significantlydecline or be worthless.”on page 18.Risks Related to Our Corporate StructureWe rely on dividends and other distributions on equity paid by oursubsidiaries to fund our cash and financing requirements,an
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