《Top Win国际（TOPW）美股IPO上市招股说明书（195页）.pdf》由会员分享，可在线阅读，更多相关《Top Win国际（TOPW）美股IPO上市招股说明书（195页）.pdf（195页珍藏版）》请在三个皮匠报告上搜索。

1、2024/11/26 17:36sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htmhttps:/www.sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htm1/195F-1 1 ea0210397-05.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on November 25,2024.Regi

2、strationNo.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_TOP WIN INTERNATIONAL LIMITED(Exact name of registrant as specified in its charter)_Cayman Islands 5094 Not Applicable(State or otherjurisdiction ofincorpo

3、ration ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)33/F Sunshine Plaza353 Lockhart Road,Wan Chai,HongKongTel:+8522815 7988(Address,includingzipcode,andtelephonenumber,includingareacode,ofregistrantsprincipale_c/o Cogency Global Inc.122 Ea

4、st 42nd Street,18th FloorNew York,NY 10168+1 800-221-0102(Name,address,including zip code,and telephone number,including area code,ofagent for service)_Copies to:William S.Rosenstadt,Esq.Mengyi“Jason”Ye,Esq.Yarona L.Yieh,Esq.Ortoli Rosenstadt LLP366 Madison Avenue,3rd FloorNewYork,NY10017T:212-588-0

5、022 Mark E.Crone,Esq.Liang Shih,Esq.Ron Levy,Esq.The Crone Law Group,P.C.420 Lexington Avenue,Suite 2446New York,NY 10170T:646-861-7891_Approximate date of commencement of proposed sale to public:As soon as practicable after theeffective date of this Registration Statement.If any securities being re

6、gistered on this Form are to be offered on a delayed or continuous basispursuant to Rule415 under the Securities Act,check the following box.If this Form is filed to register additional securities for an offering pursuant toRule 462(b)under the Securities Act,check the following box and list the Sec

7、urities Actregistration statement number of the earlier effective registration statement for the sameoffering.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 of the earli

8、ereffective 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 earliereffective registration statement for the same offer

9、ing.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405of the Securities Actof1933.Emerging growth companyIf an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has electe

10、d not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section7(a)(2)(B)of the Securities Act._The term“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to

11、 its Accounting Standards Codification after April5,2012.The registrant hereby amends this registration statement on such date or dates as maybe necessary to delay its effective date until the registrant shall file a furtheramendment which specifically states that this registration statement shall t

12、hereafterbecome effective in accordance with Section8(a)of the Securities Actof1933,asamended,or until the registration statement shall become effective on such date asthe U.S.Securities and Exchange Commission,acting pursuant to such Section8(a),may determine.2024/11/26 17:36sec.gov/Archives/edgar/

13、data/2033515/000121390024102257/ea0210397-05.htmhttps:/www.sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htm2/195Table of ContentsThe information in this prospectus is not complete and may be changed.We will notsell these securities until the registration statement filed with t

14、heU.S.Securities and Exchange Commission is effective.This prospectus is not anoffer to sell these securities and it is not soliciting an offer to buy thesesecurities in any state where the offer or sale is not permitted.PRELIMINARYPROSPECTUS SUBJECTTOCOMPLETION,DATEDNOVEMBER 25,2024TOP WIN INTERNAT

15、IONAL LIMITED2,664,000 Ordinary SharesThis is an initial public offering(the“Offering”)of 2,664,000 ordinary shares ofpar value US$0.0005 per share(the“Ordinary Shares”),of TOP WIN INTERNATIONALLIMITED(“Top Win”,the“Company”,“we,“our”,“us”),on a firm commitmentbasis.We anticipate that the initial pu

16、blic offering price(the“Offering Price”)will be between US$4 and US$6 per Ordinary Shares.Prior to this Offering,there hasbeen no public market for our Ordinary Shares.We plan to apply to list our OrdinaryShares on the Nasdaq Capital Market under the symbol“TOPW”.This Offering iscontingent upon us l

17、isting ourOrdinary Shareson the Nasdaq Capital Market,orNasdaq.However,there is no assurance that such application will be approved,and ifour application is not approved by Nasdaq,this Offering will not be completed.Investing in our Ordinary Shares involves a high degree of risk,includingthe risk of

18、 losing your entire investment.See“Risk Factors”beginningon page 19 to read about factors you should consider before buying ourOrdinary Shares.We are an exempted company with limited liability incorporated under the laws of theCayman Islands.Under the rules of the U.S.Securities and Exchange Commiss

19、ion,orthe SEC,we currently qualify for treatment as a“foreign private issuer.”As aforeign private issuer,we will not be required to file periodic reports andfinancial statements with the Securities and Exchange Commission,or the SEC,asfrequently or as promptly as domestic registrants whose securitie

20、s are registeredunder the Securities ExchangeActof1934,as amended,or the ExchangeAct.We are an“Emerging Growth Company”under applicable U.S.federal securities lawsand are,therefore,eligible for reduced public company reporting requirements.Please read“Implications of Being an Emerging Growth Company

21、”beginning onpage 13of this prospectus for more information.Following this Offering,Mr.Kwan NGAI,our Chief Executive Officer,through his65.1%ownership of Pride River Limited(the“Pride River”),will continue to ownmore than a majority of the voting power of our outstanding Ordinary Shares.Mr.KwanNGAI

22、may be deemed the ultimate beneficial owner of the shares of Top Win held byPride River.As a result,Mr.Kwan NGAI can control the outcome of matters submittedto the shareholders for approval through Pride River.Additionally,following theoffering,we will be a“controlled company”within the meaning of t

23、he Nasdaq listingrules and follow certain exemptions from certain corporate governance requirementsthat could adversely affect our public shareholders.For a more detailed discussionof the risk of the Company being a controlled company,see“Risk FactorsRisksRelated to Our Corporate StructureOur corpor

24、ate actions will be substantiallycontrolled by Mr.Kwan NGAI,our Chief Executive Officer and the 65.1%owner of ourControlling Shareholder,through Pride River,who will have the ability to control orexert significant influence over important corporate matters that require approval ofshareholders,which

25、may deprive you of an opportunity to receive a premium for yourOrdinary Shares and materially reduce the value of your investment.Additionally,following the offering we will be a“controlled company”and intend to followcertain exemptions from certain corporate governance requirements that couldadvers

26、ely affect our public shareholders”on page 35 and“ProspectusSummary Implication of Being a Controlled Company”on page 14 of thisprospectus.Top Win International Limited,or Top Win,is a holding companyincorporated in Cayman Islands.As a holding company with no materialoperations,Top Win conducts all

27、its operations through its operatingentities Top Win International Trading Limited(“Top Win Hong Kong”)incorporated in Hong Kong(Top Win Hong Kong is referred as the“Operating Subsidiary”).Investors in our Ordinary Shares should be awarethat they will not and may never directly hold equity interests

28、 in theOperating Subsidiary,but rather purchasing equity solely of Top Win,theCayman Islands holding company.This structure involves unique risks to theinvestors,and the PRC regulatory authorities could disallow thisstructure,which would likely result in a material change in Top Winsoperations and/o

29、r a material change in the value of the securities Top Winis registering for sale,including that such event could cause the value ofsuch securities to significantly decline or become worthless.All of our operations are conducted by the Operating Subsidiary inHongKong.We do not have any operation or

30、maintain office or personnelin Mainland China,nor currently do we have,nor intend to have,anycontractual arrangements to establish a variable interest entity(“VIE”)structure with any entity in Mainland China.We are subject to certainlegal and operational risks associated with our Operating Subsidiar

31、y beingbased in HongKong,having all of its operations to date in HongKong andhaving some customers who are Mainland China individuals or companies thathave shareholders or directors that are Mainland China individuals.We arealso subject to the risks of uncertainty about any future actions the PRCgov

32、ernment or authorities in HongKong may take in this regard.Should thePRC government choose to exercise significant oversight and discretion over2024/11/26 17:36sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htmhttps:/www.sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0

33、210397-05.htm3/195the conduct of our business,or in the event that we or the OperatingSubsidiary were to become subject to PRC laws and regulations,we couldincur material costs to ensure compliance,and we or the 2024/11/26 17:36sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htmh

34、ttps:/www.sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htm4/195Table of ContentsOperating Subsidiary might be subject to fines,experience devaluation ofsecurities or delisting,no longer be permitted to conduct offerings toforeign investors,and/or no longer be permitted to cont

35、inue businessoperations as presently conducted.Substantially all of our assets are located outside of the United States.In addition,all of our current directors and officers are nationals andresidents of countries other than the United States and substantially allof the assets of these persons are l

36、ocated outside the United States.As aresult,it may be difficult or impossible for a shareholder to effectservice of process within the United States upon these persons or toenforce against us or them judgments obtained in United States courts,including judgments predicated upon the civil liability p

37、rovisions of thesecurities laws of the United States or any state in the United States.Even if the shareholders are successful in bringing an action of this kind,the laws of the Cayman Islands may render the investors unable to enforce ajudgment against our assets or the assets of our directors and

38、officers.Asa result of all of the above,our shareholders may have more difficultiesin protecting their interests through actions against us or our officers,directors or major shareholders than would shareholders of a corporationincorporated in a jurisdiction in the United States.According to the opi

39、nions of our counsel,Stevenson,Wong&Co.,withrespect to Hong Kong law,judgment of United States courts will not bedirectly enforced in Hong Kong.There are currently no treaties or otherarrangements providing for reciprocal enforcement of foreign judgmentsbetween Hong Kong and the United States.Howeve

40、r,the common law permits anaction to be brought upon a foreign judgment.A foreign judgment itself mayform the basis of a cause of action since the judgment may be regarded ascreating a debt between the parties to it.In a common law action forenforcement of a foreign judgment in Hong Kong,the enforce

41、ment is subjectto various conditions,including but not limited to,that the foreignjudgment is a final judgment conclusive upon the merits of the claim,thejudgment is for a liquidated amount in a civil matter and not in respect oftaxes,fines,penalties,or similar charges,the proceedings in which theju

42、dgment was obtained were not contrary to natural justice,and theenforcement of the judgment is not contrary to public policy of Hong Kong.Such a judgment must be for a fixed sum and must also come from a“competent”court as determined by the private international law rulesapplied by the Hong Kong cou

43、rts.The defenses that are available to adefendant in a common law action brought on the basis of a foreign judgmentinclude lack of jurisdiction,breach of natural justice,fraud,andcontrary to public policy.However,a separate legal action for debt mustbe commenced in Hong Kong in order to recover such

44、 debt from the judgmentdebtor.The legal and operational risks associated in operating in the PRC alsoapply to our Operating Subsidiary operations in HongKong,and we facethe risks and uncertainties associated with the complex and evolving PRClaws and regulations and as to whether and how the recent P

45、RC governmentstatements and regulatory developments,such as those relating to data andcyberspace security,and anti-monopoly concerns,would be applicable to theOperating Subsidiary and us,given the substantial operations of theOperating Subsidiary in Hong Kong and the possibilities that PRCgovernment

46、 may exercise significant oversight over the conduct of businessin HongKong.In the event that the Operating Subsidiary or Top Win are tobecome subject to laws and regulations of the PRC,these risks could resultin material costs to ensure compliance,fines,material changes in ouroperations and/or the

47、value of the securities we are registering for sale,and/or could significantly limit or completely hinder our ability to offeror continue to offer securities to investors and cause the value of suchsecurities to significantly decline or be worthless.For example,if the recent regulatory actions of th

48、e PRC government on datasecurity,anti-monopoly or other data-related laws and regulations were toapply to us and/or our subsidiaries,we and/or our subsidiaries couldbecome subject to certain anti-monopoly,cybersecurity and data privacyobligations,including the potential requirement to conduct a cybe

49、rsecurityreview for our public offerings on a foreign stock exchange,and thefailure to meet such obligations could result in penalties and otherregulatory actions against us and/or our subsidiaries and may materiallyand adversely affect our subsidiaries business and our results ofoperations.We belie

50、ve that we are not currently required to obtainpermission from or complete filing procedure with the PRC and/or HongKonggovernment authorities to list on a U.S.securities exchange andconsummate this Offering,including the permission requirement or completefiling procedure for any data security or an

51、ti-monopoly concerns.However,there is no guarantee that this will continue to be the case in the futurein relation to the continued listing of our securities on a securitiesexchange in the UnitedStates,or even when such permission is obtained orsuch filing is completed,it will not be subsequently de

52、nied or rescinded.See“Risk FactorsRisks Related to Doing Business in the Jurisdictionsin which the Operating Subsidiary OperateAll of our operations are inHong Kong.However,due to the long arm application of the current PRClaws and regulations,the PRC government may exercise significant directoversi

53、ght and discretion over the conduct of our business and may interveneor influence our operations,which could result in a material change in ouroperations and/or the value of our Ordinary Shares.Our OperatingSubsidiary in HongKong may be subject to laws and regulations of the PRC,which may impair our

54、 ability to operate profitably and result in 2024/11/26 17:36sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htmhttps:/www.sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htm5/195Table of Contentsa material negative impact on our operations and/or the value of

55、 ourOrdinary Shares.Furthermore,the changes in the policies,regulations,rules,and the enforcement of laws of the PRC may also occur quickly withlittle advance notice and our assertions and beliefs of the risk imposed bythe PRC legal and regulatory system cannot be certain”on page 27;and“Risk Factors

56、Risks Related to Doing Business in the Jurisdictions inwhich the Operating Subsidiary Operate If the PRC government choosesto extend the oversight and control over offerings that are conductedoverseas and/or foreign investment in Mainland China-based issuers toHongKong-based issuers,such action may

57、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 page33.We are aware that recently,the PRC government initiated a series of regulatoryactions and stateme

58、nts to regulate business operations in certain areas in China withlittle advance notice,including cracking down on illegal activities in thesecurities market,enhancing supervision over China-based companies listed overseasusing a variable interest entity structure,adopting new measures to extend the

59、 scopeof cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.See“Prospectus Summary Recent Regulatory Development in the PRC”beginning onpage10.On August20,2021,the 30th meeting of the Standing Committee of the 13thNational Peoples Congress voted and passed the“Personal Info

60、rmation Protection Lawof the Peoples Republic of China”,or“PRC Personal Information Protection Law”,which became effective on November1,2021.The PRC Personal Information ProtectionLaw applies to the processing of personal information of natural persons within theterritory of Mainland China that is c

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

62、d by related laws and administrative regulations.On December24,2021,the China Securities Regulatory Commission(“CSRC”),togetherwith other relevant PRC government authorities issued the Provisions of the StateCouncil on the Administration of Overseas Securities Offering and Listing by DomesticCompani

63、es(Draft for Comments),and the Measures for the Filing of OverseasSecurities Offering and Listing by Domestic Companies(Draft for Comments)(“DraftOverseas Listing Regulations”).The Draft Overseas Listing Regulations require thata Mainland China domestic enterprise seeking to issue and list its share

64、s overseas(“Overseas Issuance and Listing”)shall complete the filing procedures of and submitthe relevant information to the CSRC.The Overseas Issuance and Listing includedirect and indirect issuance and listing.Where an enterprise whose principalbusiness activities are conducted in Mainland China s

65、eeks to issue and list itsshares in the name of an overseas enterprise(“Overseas Issuer”)on the basis of theequity,assets,income or other similar rights and interests of the relevant MainlandChina domestic enterprise,such activities shall be deemed an indirect overseasissuance and listing(“Indirect

66、Overseas Issuance and Listing”)under the DraftOverseas Listing Regulations.On December28,2021,the Cyberspace Administration ofChina(the“CAC”)jointly with the relevant authorities formally published theMeasures for Cybersecurity Review(2021)which took effect on February15,2022 andreplaced the former

67、Measures for Cybersecurity Review(2020)issued on July 10,2021.The Measures for Cybersecurity Review(2021)provide that operators ofcritical information infrastructure purchasing network products and services,andonline platform operators carrying out data processing activities that affect or mayaffect

68、 national security(together with the operators of critical informationinfrastructure,the“Operators”),shall conduct a cybersecurity review and that anyonline platform operator who controls more than one million users personalinformation must go through a cybersecurity review by the cybersecurity revi

69、ew officeif it seeks to be listed in a foreign country.On February 17,2023,the CSRCreleased the Trial Administrative Measures of Overseas Securities Offering andListing by Domestic Companies,or the Trial Administrative Measures,and fivesupporting guidelines,which came into effect on March31,2023.The

70、TrialAdministrativeMeasures further stipulate the rules and requirements foroverseas offering and listing conducted by PRC domestic companies.The OverseasListing Regulations require that a PRC domestic enterprise seeking to issue and listits shares overseas shall complete the filing procedures of an

71、d submit the relevantinformation to CSRC,failing which we may be fined between RMB 1million and RMB10million.The Operating Subsidiary may collect and store certain data(including certainpersonal information)from our customers,some of whom may be individuals in MainlandChina,in connection with our bu

72、siness and operations.The Measures for CybersecurityReview(2021),the PRC Personal Information Protection Law and the TrialAdministrative Measures will not have an impact on our business,operations or thisoffering,nor are we or our Hong Kong subsidiaries covered by permissionrequirements from the CSR

73、C or CAC or any PRC authorities that is required to approveour subsidiarys operations,as the HongKong subsidiaries will not be deemed to bean“Operator”or a“data processor”that are required to file for cybersecurityreview before listing in the UnitedStates,because(i)the Operating Subsidiary 2024/11/2

74、6 17:36sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htmhttps:/www.sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htm6/195Table of Contentswere incorporated in HongKong and operate in HongKong without any subsidiary orVIE structure in Mainland China and eac

75、h of the Measures for Cybersecurity Review(2021),the PRC Personal Information Protection Law and the Trial AdministrativeMeasures do not provide whether it shall be applied to a company based in HongKong;(ii)as of date of this prospectus,our Operating Subsidiary has in aggregatecollected and stored

76、personal information of less than one million individuals and wehave acquired the our customers separate consents for collecting and storing oftheir personal information and data;(iii)all of the data the Operating Subsidiaryhave collected is stored in servers located in HongKong;and(iv)as of the dat

77、e ofthis prospectus,neither of the Operating Subsidiary has been informed by any PRCgovernmental authority of any requirement that it files for a cybersecurity review ora CSRC review.Moreover,pursuant to the Basic Law of the Hong Kong SpecialAdministrative Region,or the Basic Law,PRC laws and regula

78、tions shall not beapplied in HongKong except for those listed in AnnexIII of the Basic Law(which isconfined to laws relating to national defense,foreign affairs and other matters thatare not within the scope of autonomy).Based on the PRC laws and regulationseffective as of the date of this prospectu

79、s and subject to interpretations of theselaws and regulations that may be adopted by the PRC authorities,neither we,nor ourOperating Subsidiary in HongKong are currently required to obtain any permission orapproval from any PRC government authorities,including the CSRC and CAC,to operate,list on the

80、 U.S.exchanges,or offer the securities being registered to foreigninvestors.Therefore,no application to obtain permission or approval from the PRCauthorities is required and no permissions or approvals have been denied as of thedate of this prospectus.However,given the uncertainties arising from the

81、 legal system in the PRC andHongKong,including uncertainties regarding the interpretation and enforcement ofthe PRC laws and the significant authority of the PRC government to intervene orinfluence the offshore holding company headquartered in Hong Kong,there remainssignificant uncertainty in the in

82、terpretation and enforcement of relevant PRCcybersecurity laws and other regulations.Furthermore,since the Trial AdministrativeMeasures was newly promulgated,its interpretation,application and enforcementremain unclear and there also remains significant uncertainty as to the enactment,interpretation

83、 and implementation of other regulatory requirements related tooverseas securities offerings and other capital markets activities.If TrialAdministrative Measures become applicable to us or our Operating Subsidiary inHongKong,if any of our Operating Subsidiary is deemed to be an“Operator”,or ifthe Me

84、asures for Cybersecurity Review(2021)or the PRC Personal InformationProtection Law become applicable to the Operating Subsidiary in Hong Kong,thebusiness operation of the Operating Subsidiary and the listing of our Ordinary Sharesin the UnitedStates could be subject to the CACs cybersecurity review

85、or the CSRCOverseas Issuance and Listing review in the future.While we do not believe we are covered by the permission requirements from CSRC orCAC,investors may face potential uncertainty from actions taken by the PRCgovernment affecting our business.If the applicable laws,regulations,orinterpretat

86、ions change and the Operating Subsidiary or Top Win become subject to theCAC or CSRC review,we cannot assure you that the Operating Subsidiary and us will beable to comply with the regulatory requirements in all respects and our currentpractice of collecting and processing personal information may b

87、e ordered to berectified or terminated by regulatory authorities.If we were required to obtain suchpermissions or approvals in the future in connection with the listing or continuedlisting of our securities on a stock exchange outside of the PRC,it is uncertain howlong it will take for us to obtain

88、such approval,and,even if we obtain suchapproval,the approval could be rescinded.Any failure to obtain or a delay inobtaining the necessary permissions from the PRC authorities to conduct offerings orlist outside of the PRC may subject us to sanctions imposed by the PRC regulatoryauthorities,which c

89、ould include fines and penalties,proceedings against us,andother forms of sanctions,and our ability to conduct our business,invest into theMainland China as foreign investments or accept foreign investments,ability to offeror continue to offer Ordinary Shares to investors or list on the U.S.or other

90、overseas exchange may be restricted,and the value of our Ordinary Shares maysignificantly decline or be worthless,our business,reputation,financial condition,and results of operations may be materially and adversely affected.See“RiskFactorsRisks Relating to Doing Business in HongKongIf the PRC gover

91、nmentchooses to extend the oversight and control over offerings that are conductedoverseas and/or foreign investment in Mainland China-based issuers to Hong Kong-based issuers,such action may significantly limit or completely hinder our abilityto offer or continue to offer Ordinary Shares to investo

92、rs and cause the value of ourOrdinary Shares to significantly decline or be worthless.”on page33.Under the PRC Enterprise Income Tax Law(“EIT Law”)and its implementing rules,anenterprise established outside of the PRC with its“de facto management body”withinthe PRC is considered a PRC resident enter

93、prise and will be subject to the enterpriseincome tax on its global income at the rate of 25%.The implementation rules definethe term“de facto management body”as the body that exercises full and substantialcontrol and overall management over 2024/11/26 17:36sec.gov/Archives/edgar/data/2033515/000121

94、390024102257/ea0210397-05.htmhttps:/www.sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htm7/195Table of Contentsthe business,productions,personnel,accounts and properties of an enterprise.In2009,the State Administration of Taxation(“SAT”)issued a circular,known asCircular 82,whi

95、ch provides certain specific criteria for determining whether the“de facto management body”of a PRC-controlled enterprise that is incorporatedoffshore is located in China.Although this circular only applies to offshoreenterprises controlled by PRC enterprises or PRC enterprise groups,not thosecontro

96、lled by PRC individuals or foreigners,the criteria set forth in the circularmay reflect the SATs general position on how the“de facto management body”textshould be applied in determining the tax resident status of all offshore enterprises.According to Circular 82,an offshore incorporated enterprise

97、controlled by a PRCenterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtueof having its“de facto management body”in China only if all of the followingconditions are met:(i)the primary location of the day-to-day operational managementis in the PRC;(ii)decisions relating

98、to the enterprises financial and humanresource matters are made or are subject to approval by organizations or personnel inthe PRC;(iii)the enterprises primary assets,accounting books and records,company seals,and board and shareholder resolutions,are located or maintained inthe PRC;and(iv)at least

99、50%of voting board members or senior executiveshabitually reside in the PRC.As all of our board members and managements are Hong Kong residents,andsubstantially all of our assets and the primary location of the day-to-dayoperational management are located in Hong Kong,we are not a“de facto managemen

100、tbody”as defined in the Circular 82.Therefore,we are not subject to EIT Law.To the date of this prospectus,we do not have any subsidiaries nor conducts anybusiness operations in PRC.Accordingly,we do not believe it is necessary to obtaina legal opinion from PRC counsel,as there are no applicable PRC

101、 regulations thatwould impact our operations.Although we are not subject to cybersecurity review by the CAC nor anyother PRC authorities for this Offering or required to obtain regulatoryapproval regarding the data privacy and personal information requirementsfrom the CAC nor any other PRC authoriti

102、es for ours and our OperatingSubsidiarys operations in HongKong,we are subject to a variety of lawsand other obligations regarding data privacy and protection in HongKong.In particular,the Personal Data(Privacy)Ordinance(Chapter486 of thelaws of HongKong)(“PDPO”)imposes a duty on any data user who,e

103、itheralone or jointly with other persons,controls the collection,holding,processing or use of any personal data which relates directly or indirectlyto a living individual and can be used to identify that individual in orderto ensure personal data is collected on a fully-informed basis and in afair m

104、anner,with due consideration towards minimizing the amount ofpersonal data collected.Compliance with PDPO and any such other existingor future data privacy related laws,regulations and governmental orders byus may entail significant expenses as we have to process the data in asecured manner by enhan

105、cing the security of our IT system from time to timeand ensure that all data are properly collected and used;and any breach ofPDPO could materially affect our business.We believe that we have been in compliance with the data privacy andpersonal information requirements of the PDPO.Moreover,we do not

106、 expectto be subject to any cybersecurity review by Hong Kong and PRC governmentauthorities for this Offering.However,if we or our Operating Subsidiaryconducting business operations in Hong Kong have violated certainprovisions of the PDPO,we could face significant civil penalties and/orcriminal pros

107、ecution,which could adversely affect our business,financialcondition,and results of operations.See“Risk Factor Risks Relatingto Doing Business in Hong Kong Compliance with Hong Kongs PersonalData(Privacy)Ordinance and any such other existing or future data privacyrelated laws,regulations and governm

108、ental orders may entail significantexpenses and could materially affect our business.”on page 32.Our Ordinary Shares may be prohibited from trading on a national exchangeor“over-the-counter”markets under the Holding Foreign CompaniesAccountable Act(the“HFCAA”)if the Public Company Accounting Oversig

109、htBoard(“PCAOB”)determines that it is unable to inspect or fullyinvestigate our auditor and as a result the exchange where our securitiesare traded may delist our securities.Furthermore,on June22,2021,theU.S.Senate passed the Accelerating Holding Foreign Companies AccountableAct(the“AHFCAA”),which w

110、as signed into law on December 29,2022,amending the HFCAA and requiring the Securities and Exchange Commission(“SEC”)to prohibit an issuers securities from trading on anyU.S.stock exchange if its auditor is not subject to PCAOB inspections fortwo consecutiveyears instead of three consecutiveyears.Pu

111、rsuant to theHFCAA,the PCAOB issued a Determination Report on December16,2021,whichfound that the PCAOB was unable to inspect or investigate completelycertain named registered public accounting firms headquartered in MainlandChina and HongKong.2024/11/26 17:36sec.gov/Archives/edgar/data/2033515/0001

112、21390024102257/ea0210397-05.htmhttps:/www.sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htm8/195Table of ContentsOur auditor,Marcum Asia CPAs LLP,the independent registered publicaccounting firm that issues the audit report included elsewhere in thisprospectus,as an auditor of

113、companies that are traded publicly in theUnited States and a firm registered with the PCAOB,is headquartered inManhattan,New York and subject to laws in the UnitedStates pursuant towhich the PCAOB conducts regular inspections to assess its compliance withthe applicable professional standards.Our aud

114、itor is currently subject toPCAOB inspections and the PCAOB is able to inspect our auditor.Our auditoris not affected by and not subject to the determinations announced by thePCAOB on December 16,2021.On August 26,2022,the SEC issued astatement announcing that the PCAOB signed a Statement of Protoco

115、l(“SOP”)with the CSRC and the Ministry of Finance of the PRC governinginspections and investigations of audit firms based in Mainland China andHongKong,jointly agreeing on the need for a framework.On December15,2022,the PCAOB announced that it has secured complete access to inspectand investigate re

116、gistered public accounting firms headquartered inMainland China and Hong Kong and voted to vacate the previous 2021Determination Report to the contrary.However,whether the PCAOB will continue to be able to satisfactorilyconduct inspections of PCAOB-registered public accounting firmsheadquartered in

117、Mainland China and Hong Kong is subject to uncertaintyand depends on a number of factors out of our,and our auditors,control.The PCAOB is continuing to demand complete access in Mainland China andHong Kong moving forward and is already making plans to resume regularinspections in early 2023 and beyo

118、nd,as well as to continue pursuingongoing investigations and initiate new investigations as needed.The PCAOBhas indicated that it will act immediately to consider the need to issuenew determinations with the HFCAA if needed.If the PCAOB in the futureagain determines that it is unable to inspect and

119、investigate completelyauditors in Mainland China and Hong Kong,then the companies audited bythose auditors would be subject to a trading prohibition on U.S.marketspursuant to the HFCAA and/or AHFCAA.These recent developments could alsoadd uncertainties to this Offering and we cannot assure you that

120、the NasdaqCapital Market or regulatory authorities would not apply additional or morestringent criteria to us after considering the effectiveness of ourauditors audit procedures and quality control procedures,adequacy ofpersonnel and training,or sufficiency of resources,geographic reach orexperience

121、 as it relates to the audit of our financial statements.See“Risk FactorsRisks Related to Our Ordinary Shares and This OfferingOurOrdinary Shares may be prohibited from being traded on a national exchange under theHolding Foreign Companies Accountable Act if the PCAOB is unable to inspect ourauditors

122、.The delisting of our Ordinary Shares,or the threat of their beingdelisted,may materially and adversely affect the value of your investment.Furthermore,on June22,2021,the U.S.Senate passed the AHFCAA,which was signedinto law on December29,2022,amending the HFCAA to require the SEC to prohibit anissu

123、ers securities from trading on any U.S.stock exchanges if its auditor is notsubject to PCAOB inspections for two consecutive years instead of three.”onpage38.Top Win has no operations of its own.It conducts its operations in Hong Kongthrough our Operating Subsidiary.Top Win may rely on dividends or

124、payments to bepaid by our Operating Subsidiary to fund its cash and financing requirements,including the funds necessary to pay dividends and other cash distributions to ourshareholders and U.S.investors,to service any debt we may incur and to pay ouroperating expenses.If our Operating Subsidiary in

125、curs debt on their own behalf inthe future,the instruments governing the debt may restrict their ability to paydividends or make other distributions to us.Cash is transferred through ourorganization in the following manner:(i)funds are transferred from Top Win,ourholding company incorporated in Caym

126、an Islands,to our Operating Subsidiary inHongKong through Grand Moon International Limited(“Grand Moon”),our intermediateholding company,in the form of capital contributions or loans,as the case may be;and(ii)dividends or other distributions may be paid by our Operating Subsidiary inHongKong to Top

127、Win through Grand Moon.There are no restrictions or limitations on our ability to distribute earnings fromour subsidiary,including our subsidiary in HongKong,to Top Win and shareholdersand the U.S.investors,provided that the entity remains solvent after suchdistribution.Subject to the Cayman Islands

128、 law and our Amended and RestatedMemorandum and Articles of Association,our board of directors may authorize anddeclare a dividend to shareholders at such time and of such an amount as it thinksfit,if it is satisfied,on reasonable grounds,that immediately following thedividend payment the value of o

129、ur assets will exceed our liabilities and Top Win willbe able to pay our debts as they become due.For the cash transfers between Top Win and the Operating Subsidiary,and according tothe Companies Act,a Cayman Islands company may make dividends distribution to theextent that immediately after the dis

130、tribution,the value of the assets of suchcompany will not be less than the sum of its total liabilities,other than deferredtaxes,as shown in the books of account,and its capital and that such company isable to satisfy its liabilities as they fall due in the ordinary course of itsbusiness.According t

131、o the Companies Ordinance of HongKong,a HongKong company mayonly make 2024/11/26 17:36sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htmhttps:/www.sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htm9/195Table of Contentsa distribution out of profits available

132、 for distribution.If any of Top Winssubsidiaries incur debt on its own behalf in the future,the instruments governingsuch debt may restrict their ability to pay dividends to Top Win.Other than theabove,we have not adopted,nor do we maintain,any cash management policies andprocedures as of the date o

133、f this prospectus.Additionally,as of the date of thisprospectus,there are no further Cayman Islands or HongKong statutory restrictionson the amount of funds which may be distributed by us by dividend.However,in thefuture,funds may not be available to fund operations or for other use outside ofHong K

134、ong,due to interventions in,or the imposition of restrictions andlimitations on,our ability or on our subsidiaries ability by the PRC government totransfer cash.Any limitation on the ability of our subsidiary to make payments to uscould have a material adverse effect on our ability to conduct our bu

135、siness and mightmaterially decrease the value of our Ordinary Shares or cause them to be worthless.Furthermore,as of the date of this prospectus,there are no restrictions orlimitations under the laws of Hong Kong imposed on the conversion of Hong Kongdollar into foreign currencies and the remittance

136、 of currencies out of HongKong,nor there is any restriction on foreign exchange to transfer cash between Top Win andits subsidiaries,across borders and to U.S investors,nor there is any restrictionsand limitations to distribute earnings from our business and subsidiaries,to Top Winand U.S.investors

137、and amounts owed.The laws and regulations of the PRC do notcurrently have any material impact on the transfer of cash from Top Win to theOperating Subsidiary or from the Operating Subsidiary to Top Win,our shareholdersand the U.S.investors.However,the PRC government may,in the future,imposerestricti

138、ons or limitations on our ability to transfer money out of HongKong,todistribute earnings and pay dividends to and from the other entities within ourorganization,or to reinvest in our business outside of HongKong.Such restrictionsand limitations,if imposed in the future,may delay or hinder the expan

139、sion of ourbusiness to outside of HongKong and may affect our ability to receive funds fromour Operating Subsidiary in HongKong.The promulgation of new laws or regulations,or the new interpretation of existing laws and regulations,in each case,thatrestrict or otherwise unfavorably impact the ability

140、 or way we conduct our business,could require us to change certain aspects of our business to ensure compliance,which could decrease demand for our services,reduce revenues,increase costs,require us to obtain more licenses,permits,approvals or certificates,or subject usto additional liabilities.To t

141、he extent any new or more stringent measures arerequired to be implemented,our business,financial condition and results ofoperations could be adversely affected and such measured could materially decreasethe value of our Ordinary Shares,potentially rendering it worthless.For a moredetailed discussio

142、n of how the cash is transferred within our organization,see“Summary Transfers of cash to and from our subsidiary”and“RiskFactorsRisks related to our corporate structureWe rely on dividends andother distributions on equity paid by our subsidiaries to fund any cash and financingrequirements we may ha

143、ve.In the future,funds may not be available to fundoperations or for other uses outside of HongKong,due to interventions in,or theimposition of restrictions and limitations on,our ability or our subsidiary by thePRC government to transfer cash.Any limitation on the ability of our subsidiaries tomake

144、 payments to us could have a material adverse effect on our ability to conductour business and might materially decrease the value of our Ordinary Shares or causethem to be worthless.”on page 5 and 36.See“Dividend Policy”for furtherdetails.Top Win,our Cayman Islands holding company,since its incorpo

145、ration on June 27,2024,has not declared or made any dividend or other distribution to itsshareholders,including U.S.investors,in the past,nor have any dividends ordistributions been made by our subsidiaries to the Cayman Islands holding company.Upto the date of this prospectus,Top Win Hong Kong has

146、settled professional fee ofapproximately US$1.1 million on behalf of Top Win.Other than the above,there hasbeen no other cash transfer between entities within our group as of the date of thisprospectus.On December 30,2022,the Operating Subsidiary,Top Win Hong Kongdeclared a dividend of totaling HK$2

147、,000,000(approximately US$255,410)to its thenshareholders.For the year ended December31,2022,Top Win Hong Kong also settleddividend declared in prior years of US$446,967 in cash.For the fiscal year endedDecember31,2023,neither Top Win nor the Operating Subsidiary have declared ormade any dividend or

148、 contribution to their respective shareholders.We do not have any present plan to declare or pay any dividends on our OrdinaryShares in the foreseeable future.We currently intend to retain all available fundsand future earnings,if any,for the operation and expansion of our business and donot anticip

149、ate declaring or paying any dividends in the foreseeable future.Anyfuture determination related to our dividend policy will be made at the discretion ofour board of directors after considering our financial condition,results ofoperations,capital requirements,contractual requirements,business prospec

150、ts andother factors the board of directors deems relevant,and subject to the restrictionscontained in any future financing instruments.2024/11/26 17:36sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htmhttps:/www.sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05

151、.htm10/195Table of ContentsWe are an“emerging growth company”under the federal securities laws andwill be subject to reduced public company reporting requirements.See“Prospectus SummaryImplications of Being an Emerging Growth Company”on page 13 for additional information.Per Share TotalOffering pric

152、e(1)US$5.00 US$13,320,000Underwriting discounts(2)US$0.40 US$1,065,600Proceeds to the company before expenses US$4.60 US$11,254,400_(1)Initial public offering price per share is assumed as US$5.00,which is the midpoint of therange set forth on the cover page of this prospectus.(2)We have agreed to p

153、ay the underwriters a discount equal to 7%of the gross proceeds of theoffering.In addition to the compensation referenced above,we have agreed to pay to RevereSecurities LLC,the representative of the underwriters(the“Representative”),a non-accountable expense allowance of one percent(1.0%)of the tot

154、al proceeds raised and,toreimburse the underwriters for certain accountable expenses incurred relating to thisoffering.For a description of the other compensation to be received by the underwriters,see“Underwriting”beginning on page111.(3)Excludes fees and expenses payable to the underwriters.(4)Ass

155、umes that the underwriters do not exercise any portion of their over-allotment option.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 comp

156、lete.Any representation to the contrary is a criminaloffense.This Offering is being conducted on a firm commitment basis.The underwriters areobligated to take and pay for all of the shares offered by the Company if any suchshares are taken.We have granted the underwriters an option,exercisable one o

157、r moretimes in whole or in part,to purchase up to 15%additional Ordinary Shares from usat the initial public offering price,less underwriting discounts,within 45daysfrom the closing of this Offering to cover over-allotments,if any.If theunderwriters exercise the option in full,assuming the public of

158、fering price pershare is US$5.00,the total underwriting discounts payable will be US$1,225,400,andthe total proceeds to us,before expenses,will be US$14,092,560.We expect our total cash expenses for this Offering to be approximately US$*,including expenses payable to the underwriters for their reaso

159、nable out-of-pocketexpenses and non-accountable expense allowance,exclusive of the above discounts.If we complete this Offering,net proceeds will be delivered to us on the closingdate.The underwriters expect to deliver the Ordinary Shares against payment as set forthunder“Underwriting”on or about*20

160、24.Revere Securities LLCThe date of this prospectus is November 25,2024 2024/11/26 17:36sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htmhttps:/www.sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htm11/195Table of ContentsTABLE OF CONTENTS PagePROSPECTUS SUM

161、MARY 1RISK FACTORS 19SPECIAL NOTES REGARDING FORWARD-LOOKING STATEMENTS 44USE OF PROCEEDS 45DIVIDEND POLICY 46CORPORATE HISTORY AND STRUCTURE 47CAPITALIZATION 49DILUTION 50MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOFOPERATIONS 52INDUSTRY 66BUSINESS 72REGULATIONS 82MANAGEM

162、ENT 85RELATED PARTY TRANSACTIONS 91PRINCIPAL SHAREHOLDERS 93DESCRIPTION OF SHARE CAPITAL 94SHARES ELIGIBLE FOR FUTURE SALE 102TAXATION 104ENFORCEABILITY OF CIVIL LIABILITIES 109UNDERWRITING 111EXPENSES RELATING TO THIS OFFERING 115LEGAL MATTERS 116EXPERTS 116WHERE YOU CAN FIND ADDITIONAL INFORMATION

163、 116INDEX TO FINANCIAL STATEMENTS F-1We have not,and the Underwriters have not authorized anyone to provide anyinformation or to make any representations other than those contained inthis prospectus or in any free writing prospectuses prepared by us or onour behalf or to which we have referred you.I

164、f anyone provides you withdifferent or inconsistent information,you should not rely on it.We arenot,and the Underwriters are not,making an offer to sell these securitiesin any jurisdiction where the offer or sale is not permitted or where theperson making the offer or sale is not qualified to do so

165、or to any personto whom it is not permitted to make such offer or sale.For the avoidanceof doubt,no offer or invitation to subscribe for Ordinary Shares is madeto the public in the Cayman Islands.You should not rely upon anyinformation about us that is not contained in this prospectus or in one ofou

166、r public reports filed with the Securities and Exchange Commission(“SEC”)and incorporated into this prospectus.The information in thisregistration statement is not complete and is subject to change.No personshould rely on the information contained in this document for any purposeother than participa

167、ting in our proposed Offering,and only the prospectusdated hereof,is authorized by us to be used in connection with ourproposed Offering.Our business,financial condition,results ofoperations,and prospects may have changed since that date.No action is being taken in any jurisdiction outside the U.S.t

168、o permit apublic offering of our securities or possession or distribution of thisprospectus in any such jurisdiction.Persons who come into possession ofthis prospectus in jurisdictions outside the U.S.are required to informthemselves about and to observe any restrictions about this Offering andthe d

169、istribution of this prospectus applicable to those jurisdictions.Until and including _,2024(the 25days after the date of this prospectus),all dealers effecting transactions in these securities,whether or not participatingin this Offering,may be required to deliver a prospectus.This is in addition to

170、 adealers obligation to deliver a prospectus when acting as an underwriter and withrespect to an unsold allotment or subscription.i2024/11/26 17:36sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htmhttps:/www.sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htm

171、12/195Table of ContentsPROSPECTUS SUMMARYThis summary highlights information contained in greater detail elsewhere in thisprospectus.This summary is not complete and does not contain all of theinformation you should consider in making your investment decision.You should readthe entire prospectus car

172、efully before making an investment in our Ordinary Shares.You should carefully consider,among other things,our consolidated financialstatements and the related notes and the sections entitled“Risk Factors”and“Managements Discussion and Analysis of Financial Condition and Results ofOperations”include

173、d elsewhere in this prospectus.Prospectus ConventionsExcept where the context otherwise requires and for purposes of this prospectusonly,references to:“Amended and Restated Memorandum and Articles of Association”refers tothe amended and restated memorandum of association and the articles ofassociati

174、on of Top Win(as defined below)that will become effectiveimmediately prior to the completion of this offering;“BVI”refers to the British Virgin Islands;“CAGR”refers to compounded annual growth rate,the year-on-year growthrate over a specific period of time;“Companies Act”refers to the Companies Act(

175、as revised)of the CaymanIslands,as amended,supplemented or otherwise modified from time to time;“Controlling Shareholder”refers to Pride River Limited,a companyincorporated under the laws of the British Virgin Islands on June 4,2024,which is wholly owned by Kwan NGAI our CEO and one of our directors

176、;“Grand Moon”refers to Grand Moon International Limited,a companyincorporated under the laws of the British Virgin Islands on June 4,2024,an intermediate holding company directly and wholly owned by Top WinInternational Limited;“Ordinary Shares”refers to the Ordinary Shares of Top Win(as definedbelo

177、w),par value of US$1.00per share;“FY2022”and“FY2023”refer to fiscal year ended December 31,2022 and2023,respectively;“Hong Kong dollar(s)”,or“HK$”refer to the legal currency ofHongKong;“Hong Kong”or“HK SAR”refers to the Hong Kong SpecialAdministrative Region of the Peoples Republic of China;“Mainlan

178、d China”refers to the mainland of the Peoples Republic ofChina;excluding Taiwan,HongKong and the Macau Special AdministrativeRegions of the Peoples Republic of China for the purposes of thisprospectus only;“Memorandum and Articles of Association”refers to the memorandum ofassociation and the article

179、s of association articles of association of TopWin(as defined above)adopted on June27,2024;“Migo”refers to Migo Corporation Limited,an independent researchconsultancy firm commissioned by the Company;“Migo Report”refers to the“INDUSTRY OVERVIEW REPORT FOR TOP WININTERNATIONAL LIMITED”dated July 25,2

180、024 prepared by Migo andcommissioned by the Company;“Operating Subsidiary”refers to Top Win HongKong(as defined below),the indirectly wholly-owned subsidiaries of Top Win,through Grand MoonInternational Limited,unless otherwise specified;“PRC”refer to the Peoples Republic of China,including HongKong

181、 andthe Macau Special Administrative Regions of the Peoples Republic ofChina;“PRC government”or“Chinse government”are to the government andgovernmental authorities of Mainland China for the purposes of thisprospectus only;“SEC”refers to the UnitedStates Securities and Exchange Commission;12024/11/26

182、 17:36sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htmhttps:/www.sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htm13/195Table of Contents“Top Win”and“Company”refers to Top Win International Limited,theCayman Islands holding company,incorporated on July 27

183、,2024,whichinvestors are purchasing an interest;“Top Win International Trading”or“Operating Subsidiary”refers to TopWin International Trading Limited,a company with limited liability underthe laws of HongKong on June15,2001;“US$”,“$”,or“U.S.dollar(s)”refer to the legal currency of theUnitedStates;“U

184、.S.”,or“UnitedStates”refers to the UnitedStates of America;“U.S.GAAP”refers to generally accepted accounting principles in theUnitedStates;and“We”,“Group”,“us”,“or“our”refer to Top Win,the CaymanIslands holding company that will issue the Ordinary Shares being offered,and its subsidiaries.Top Win is

185、 a holding company that does not have any material operations of its own,with its operations conducted in HongKong through its Operating Subsidiary,usingHongKong dollars.The Groups principal place of operations is Hong Kong.The financial position andresults of its operations are determined using Hon

186、g Kong Dollars(“HKD”or“HK$”),as the functional currency.The Groups consolidated financial statementsare presented in U.S.Dollars(“US$”or“$”).The results of operations and theconsolidated statements of cash flows,denominated in the functional currency,aretranslated to US$at the average rate of exchan

187、ge during the reporting period.Assets and liabilities denominated in the functional currency at the balance sheetdates are translated to US$at the applicable rates of exchange in effect at thosedates.The equity,denominated in the functional currency,is translated to US$atthe historical rate of excha

188、nge at the time of the transaction.Because cash flowsare translated based on the average translation rate,amounts related to assets andliabilities reported on the consolidated statements of cash flows will notnecessarily agree with changes in the corresponding balances on the consolidatedbalance she

189、ets.Translation adjustments arising from the use of different exchangerates from period to period are included as a separate component of accumulatedother comprehensive income or loss in the consolidated statements of changes inshareholders equity.Gains and losses from foreign currency transactions

190、areincluded in the Groups consolidated statements of income and comprehensive income(loss).The following table outlines the exchange rates between HK$and US$that are usedin preparing these consolidated financial statements:For theyears endedDecember31,2023 2022Average rate 7.8292 7.8306 As ofDecembe

191、r31,2023 2022Year-end spot rate 7.8109 7.8015We have made rounding adjustments to some of the figures included in thisprospectus.Accordingly,numerical figures shown as totals in some tables may notbe an arithmetic aggregation of the figures that preceded them.Unless the context indicates otherwise,a

192、ll information in this prospectus assumesno exercise by the underwriters of their over-allotmentoption.This prospectus contains information derived from various public sources andcertain information from an industry report commissioned by us and prepared by MigoCorporation Limited,or“Migo,”a third-p

193、artyindustry research consultancy firm,to provide information regarding our industry and market position.Industry data,projections,and estimates are subject to inherent uncertainty as they necessarilyrequire certain assumptions and judgments.If any one or more of the assumptionsunderlying the market

194、 data turns out to be incorrect,actual results may differfrom the projections based on these assumptions.While we generally believe theinformation contained in such reports to be accurate and reliable,we have notindependently verified the accuracy or completeness of the data contained in theseindust

195、ry publications and reports.22024/11/26 17:36sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htmhttps:/www.sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htm14/195Table of ContentsOverviewThrough our Operating Subsidiary in Hong Kong,Top Win International Tra

196、dingLimited,we are a wholesaler engaged in trading,distribution,and retail of luxurywatches of international brands.As the purveyor of fine watches,we source luxury products directly or indirectlyfrom authorized dealers,distributors,and brand owners,located in Europe,Japan,Singapore,and other locati

197、ons,and sell them to our customers,comprisingindependent watch dealers,watch distributors,and retail buyers within the watchindustry.Our strategic location in HongKong positions us advantageously withinthe Asia-Pacific luxury market.This region has seen significant growth in demandfor luxury goods,d

198、riven by rising disposable incomes and a growing appreciationfor high-quality,branded products.We currently offer a selection of over 30internationally renowned watch brands,including Blancpain,Breguet,Cartier,Chopard,Hermes,IWC,Jaeger,Rolex,Omega,and Longines.We primarily tradewatches within the pr

199、ice range of$1,900 to$7,500 with our target customers beingmiddle to high-income earners.Competitive StrengthsWe believe that the following competitive strengths contribute to our success anddifferentiate us from our competitors:We have an established reputation in the trading industry.We have acces

200、s to favorable pricing and exclusive and rare models.Strategic geographic location in Hong Kong enables us to connectglobally.We have strong and stable relationships with diverse suppliers andcustomers.We have an experienced management team and a strong sales and marketingteam.Growth StrategiesWe in

201、tend to maintain and strengthen our established market position and our strongmarket recognition in the watch dealing industry to deliver our customers withpremium watches by pursuing the following strategies:Diversify our product portfolios.Expand our market presence in the pre-owned luxury watch m

202、arket.Strengthen our retail customer base and establish boutique outlets.Expanding brand representation and authorized dealerships.Corporate History and StructureTop Win International Limited(“Top Win”),was incorporated as a Cayman Islandsexempted company with limited liability on June27,2024 under

203、the laws of theCayman Islands.As of the date of this prospectus,Top Win is authorized to issue amaximum of 50,000 Ordinary Shares of par value US$1.00 each,of which11,100Ordinary Shares are issued and outstanding.Top Win has no material operation of its own,and it conducts operations throughthe Oper

204、ating Subsidiary,namely Top Win International Trading Limited(“Top WinHongKong”).Top Win HongKong was formed on June15,2001,as a company withlimited liability under the laws of HongKong.During the first half of 2024,we have carried series of transactions to effectuatethe reorganization of the Top Wi

205、n group of companies.As part of thereorganization,on June4,2024,Grand Moon International Limited(“Grand Moon”)was incorporated under the laws of the British Virgin Islands.Grand Moon is whollyowned by Top Win,as the intermediate holding company and not actively engaging inany business.On July 25,202

206、4,Grand Moon acquired all of the issued equityinterest of Top Win HongKong from Mr.Hon,SIT,for a consideration of HK$10,000,thereby completing the Reorganization.Immediately before and after theReorganization,Top Win,Grand Moon,and Top Win Hong Kong remained under thecomplete ownership and control o

207、f Mr.Hon,SIT.On September 16,2024,the board of directors of Top Win resolved and approved toissued 550 Ordinary Shares with a par value of US$1.00 to Kelevn Wong and Ngai MingYuk,at a consideration of US$1,000,000,respectively.On October 29,2024,Mr.Hon,SIT transferred 10,000 ordinary shares of Pride

208、 RiverLimited to Mr.Kwan NGAI,for a consideration of US$10,000,000.32024/11/26 17:36sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htmhttps:/www.sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htm15/195Table of ContentsOn October 29,2024,the board of director

209、s of Top Win resolved and approved:(1)to transfer 555 Ordinary Shares from Pride River Limited to Seng Kar Men,at aconsideration of US$1,000,000;and(2)to transfer 555 Ordinary Shares from PrideRiver Limited to Shi Dongqin,at a consideration of US$1,000,000;and(3)totransfer 555 Ordinary Shares from P

210、ride River Limited to Kon Teck Tien,at aconsideration of US$1,000,000;and(4)to transfer 555 Ordinary Shares from PrideRiver Limited to Yang Shengguang,at a consideration of US$1,000,000;and(5)totransfer 555 Ordinary Shares from Pride River Limited to HELPIZO Holdings Inc.,ata consideration of US$1,0

211、00,000.On November 20,2024,Top Win executed a shareholder resolution to(1)approve andadopt amended and restated memorandum and articles of association which datedNovember20,2024;and(2)change the par value of the Ordinary Shares from US$1.00to$0.0005,a 2,000 for 1 share subdivision(“Share Subdivision

212、”).Pursuant tosuch resolution,the authorized share capital of Top Win International Limited wasUS$50,000 divided into 100,000,000 Ordinary Shares with a nominal or par value ofUS$0.0005 each,in accordance with section 13 of the Cayman Islands Companies Act.For a more detailed discussion of the risks

213、 relating to our corporate structure,see“Risk Factors Risks Relating to Our Corporate Structure Ourcurrent corporate structure involves unique risks to investors Top WinInternational Limited,or Top Win,is a holding company incorporated in CaymanIslands.As a holding company with no material operation

214、s,Top Win conducts all itsoperations through its operating entities Top Win International Trading Limitedincorporated in Hong Kong.Investors in our Ordinary Shares should be aware thatthey will not and may never directly hold equity interests in the OperatingSubsidiary,but rather purchasing equity s

215、olely of Top Win,the Cayman Islandsholding company.This structure involves unique risks to the investors,and the PRCregulatory authorities,through Hong Kong Government,could disallow thisstructure,which would likely result in a material change in Top Wins operationsand/or a material change in the va

216、lue of the securities Top Win is registering forsale,including that such event could cause the value of such securities tosignificantly decline or become worthless.”on page 36.The following diagram illustrates our corporate structure,including oursubsidiaries and consolidated affiliated entities,as

217、of the date of the prospectusand after this Offering(assuming no exercise of the over-allotment option by theunderwriters):42024/11/26 17:36sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htmhttps:/www.sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htm16/195T

218、able of ContentsTop Win International Limited(“Top Win”),was incorporated as a Cayman Islandsexempted company with limited liability on June 27,2024 under the laws of theCayman Islands.As of the date of this prospectus,Top Win is authorized to issue amaximum of 50,000 Ordinary Shares of par value US

219、$0.0005 each,of which 22,200,000Ordinary Shares are issued and outstanding.The Ordinary Shares offered in thisprospectus are those of Top Win International Limited,in which investors arepurchasing an interest.The Ordinary Shares offered in this prospectus are those ofTop Win International Limited.To

220、p Win International Limited is a holding company and is not actively engaged inany business,and it conducts operations through the Operating Subsidiary,namelyTop Win International Trading Limited(“Top Win Hong Kong”)incorporated under thelaws of Hong Kong,on June 15,2001.Top Win Hong Kong is our ope

221、rating entity andis indirectly wholly-owned by Top Win through Grand Moon International Limited,anintermediate holding company.Grand Moon International Limited(“Grand Moon”)was incorporated on June 4,2024under the laws of the British Virgin Islands.Grand Moon is wholly owned by TopWin,as the interme

222、diate holding company and not actively engaging in any business.Transfers of Cash to and from Our SubsidiaryTop Win has no operations of its own.It conducts its operations in Hong Kongthrough our Operating Subsidiary.Top Win may rely on dividends or payments to bepaid by our Operating Subsidiary to

223、fund its cash and financing requirements,including the funds necessary to pay dividends and other cash distributions to ourshareholders and U.S.investors,to service any debt we may incur and to pay ouroperating expenses.If our Operating Subsidiary incurs debt on their own behalf inthe future,the ins

224、truments governing the debt may restrict their ability to paydividends or make other distributions to us.Cash is transferred through ourorganization in the following manner:(i)funds are transferred from Top Win,ourholding company incorporated in Cayman Islands,to our Operating Subsidiary inHong Kong

225、 through Grand Moon International Limited(“Grand Moon”),ourintermediate holding company,in the form of capital contributions or loans,as thecase may be;and(ii)dividends or other distributions may be paid by our OperatingSubsidiary in HongKong to Top Win through Grand Moon.There is no restriction und

226、er the Cayman Islands law on the amount of funding thatTop Win may provide to its subsidiary in HongKong(i.e.,Top Win to OperatingSubsidiary)through loans or capital contributions,provided that such provision offunds is in the best interests of,and of commercial benefit to,Top Win.TheOperating Subsi

227、diary is also permitted under the laws of HongKong,to providefunding to Top Win,through dividend distributions or payments,withoutrestrictions on the amount of the funds.There are no restrictions or limitation on our ability to distribute earnings bydividends from our Operating Subsidiary in Hong Ko

228、ng to the Company and ourshareholders and U.S.investors,provided that the entity remains solvent aftersuch distribution.Subject to the Cayman Islands Act and our Amended and RestatedMemorandum and Articles of Association,our board of directors may,by resolutionsof directors,authorize and declare a d

229、ividend to shareholders from time to timeand of an amount they deem fit if they are satisfied,on reasonable grounds,thatimmediately after the distribution,the value of our assets will exceed ourliabilities,and Top Win will be able to satisfy our debts as they fall due in theordinary course of busine

230、ss.According to the Companies Ordinance(Chapter622 ofthe Laws of Hong Kong),a company may only make a distribution out of profitsavailable for distribution.Other than the above,we did not adopt or maintain anycash management policies and procedures as of the date of this prospectus.Under the current

231、 practice of the Inland Revenue Department of HongKong,no tax ispayable in HongKong in respect of dividends paid by us.There are no restrictions or limitations under the laws of HongKong imposed on theconversion of Hong Kong dollar into foreign currencies and the remittance ofcurrencies out of HongK

232、ong,nor is there any restriction on any foreign exchangeto transfer cash between Top Win and its subsidiary,across borders and toU.S.investors,nor there is any restrictions and limitations to distributeearnings from the subsidiary,to Top Win and U.S.investors and amounts owed.See“Regulations”on page

233、82 and“Dividend Policy”on page46.The laws and regulations of the PRC do not currently have any material impact onthe transfer of cash from Top Win to the Operating Subsidiary or from the OperatingSubsidiary to Top Win,our shareholders and the U.S.investors.However,in thefuture,funds may not be avail

234、able to fund operations or for other use outside ofHong Kong,due to interventions in,or the imposition of restrictions andlimitations on,our ability or on our subsidiarys ability by the PRC government totransfer cash.Any limitation on the ability of our subsidiary to make payments tous could have a

235、material adverse effect on our ability to conduct our business andmight materially decrease the value of our Ordinary Shares or cause them to beworthless.52024/11/26 17:36sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htmhttps:/www.sec.gov/Archives/edgar/data/2033515/00012139002

236、4102257/ea0210397-05.htm17/195Table of ContentsFurthermore,the PRC government may,in the future,impose restrictions orlimitations on our ability to transfer money out of Hong Kong,to distributeearnings and pay dividends to and from the other entities within our organization,or to reinvest in our bus

237、iness outside of Hong Kong.Such restrictions andlimitations,if imposed in the future,may delay or hinder the expansion of ourbusiness to outside of HongKong and may affect our ability to receive funds fromour Operating Subsidiary in HongKong.The promulgation of new laws or regulations,or the new int

238、erpretation of existing laws and regulations,in each case,thatrestrict or otherwise unfavorably impact the ability or way we conduct ourbusiness,could require us to change certain aspects of our business to ensurecompliance,which could decrease demand for our services,reduce revenues,increasecosts,r

239、equire us to obtain more licenses,permits,approvals or certificates,orsubject us to additional liabilities.To the extent any new or more stringentmeasures are required to be implemented,our business,financial condition andresults of operations could be adversely affected and such measured couldmater

240、ially decrease the value of our Ordinary Shares,potentially rendering itworthless.For fiscalyears ended December 31,2023 and 2022,no transfer of cash or othertypes of assets has been made between our holding company and Operating Subsidiary;and Top Win,our holding company,has not declared or made an

241、y dividends or otherdistribution to its shareholders in the past,nor has any dividends ordistributions been made by our Operating Subsidiary to Grand Moon and our holdingcompany,or by Grand Moon to our holding Company.For fiscal years ended December31,2023 and 2022,no transfer of cash or other types

242、 of assets has been madebetween our Cayman Islands holding company and subsidiaries.Up to the date of thisprospectus,Top Win Hong Kong has settled professional fee of approximately US$1.1million on behalf of Top Win.Other than the above,there has been no other cashtransfer between entities within ou

243、r group as of the date of this prospectus.Forthe six month ended June 30,2024,Top Win nor the Operating Subsidiary havedeclared or made any dividend or contribution to their respective shareholders.OnDecember 30,2022,the Operating Subsidiary,Top Win Hong Kong declared a dividendof totaling HK$2,000,

244、000(approximately US$255,410)to its then shareholders.Forthe year ended December 31,2022,Top Win Hong Kong also settled dividend declaredin prior years of US$446,967 in cash.For the fiscal year ended December 31,2023,neither Top Win nor the Operating Subsidiary have declared or made any dividend orc

245、ontribution to their respective shareholders.If we determine to pay dividends on any of our Ordinary Shares in the future,as aholding company,we will be dependent on receipt of funds from our OperatingSubsidiary by way of dividend payments.We do not have any present plan to declareor pay any dividen

246、ds on our Ordinary Shares in the foreseeable future.We currentlyintend to retain all available funds and future earnings,if any,for the operationand expansion of our business and do not anticipate declaring or paying anydividends in the foreseeable future.Any future determination related to ourdivid

247、end 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 to the restrictions contained in any

248、futurefinancing instruments.See“Risk Factors Risks related to our corporatestructureWe rely on dividends and other distributions on equity paid by oursubsidiaries to fund any cash and financing requirements we may have.In thefuture,funds may not be available to fund operations or for other uses outs

249、ide ofHong Kong,due to interventions in,or the imposition of restrictions andlimitations on,our ability or our subsidiary by the PRC government to transfercash.Any limitation on the ability of our subsidiaries to make payments to uscould have a material adverse effect on our ability to conduct our b

250、usiness andmight materially decrease the value of our Ordinary Shares or cause them to beworthless.”on page 36,and the audited combined financial statements and theaccompanying footnotes beginning on F-2 of this prospectus,for more information.Risk Factors SummaryInvesting in our Ordinary Shares inv

251、olves significant risks.You should carefullyconsider all of the information in this prospectus before making an investment inour Ordinary Shares.Below please find a summary of the principal risks we face,organized under relevant headings.These risks are discussed more fully in thesection titled“Risk

252、 Factors”.The following is a summary of what we view as ourmost significant risk factors:Risks Relating to our Business and Operations(for a more detaileddiscussion,see“Risk Factors Risks Relating to our Business andOperations”beginning on page 19 of this prospectus)If we fail to manage and expand o

253、ur relationships with suppliers of luxurywatches,or otherwise fail to procure products on favorable terms andquality,our business,financial condition,and results of operations maybe materially and adversely affected.(see page 19 of this prospectus)We do not have direct contractual or business relati

254、onships with luxurywatch brand owners,and as a result we may face legal risks from potentialliability for goods sold by us,outside brand owners authorizeddistribution channels and potential claims related to“parallel import”activities,and we may also face commercial risks from actions by luxurybrand

255、 owners.(see page 19 of this prospectus)62024/11/26 17:36sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htmhttps:/www.sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htm18/195Table of ContentsWe depend on a small number of customers to derive a significant po

256、rtionof our revenues and this dependence is likely to continue.(see page 20 ofthis prospectus)We rely on a limited number of vendors for a significant portion of ourpurchases,and the loss of any of these vendors could have a materialadverse effect on our business.(see page 20 of this prospectus)We m

257、ay be exposed to credit risks in relation to defaults from customers.(see page 21 of this prospectus)We trade worldwide and as such are exposed to currency fluctuation risks.(see page 21 of this prospectus)We are exposed to interest rate risks.(see page 21 of this prospectus)If we fail to manage our

258、 inventory effectively,the results of operations,financial condition and liquidity may be materially and adverselyaffected.(see page 21 of this prospectus)Any changes or disruption in our shipping arrangements or anyinterruptions in shipping could adversely affect our results ofoperations.(see page

259、22 of this prospectus)We are subject to credit risk in relation to the collectability of ourtrade receivables from customers.(see page 22 of this prospectus)We may incur liability or become subject to claims or penalties forcounterfeit,infringing,illegal or stolen products inadvertently sold byus or

260、 through us,and our reputation and results of operations could bematerially and adversely affected.(see page 22 of this prospectus)We depend on our in-house team of trained experts,to ensure theauthenticity of the luxury watches we sell.If we fail to identifycounterfeit goods or it is unable to recr

261、uit and train qualifiedprofessionals for quality control and assurance,our business may bematerially and adversely affected.(see page 23 of this prospectus)Our revenue flow is subject to seasonality and a variety of factors.(seepage 23 of this prospectus)We may implement business strategies and futu

262、re plans that may not besuccessful.(see page 24 of this prospectus)Any harm to our brand or reputation may materially and adversely affectour business and results of operations.(see page 24 of this prospectus)Our business depends to a significant extent upon general economicconditions,consumer deman

263、d,preferences and discretionary spendingpatterns,we may be adversely affected if our customers purchasingpatterns change due to negative economic trends.(see page 24 of thisprospectus)We are affected by the macroeconomic,political,regulatory,social andother factors beyond our control mainly in Hong

264、Kong.(see page 25 of thisprospectus)Acts of God,acts of war,epidemics and other disasters could materiallyand adversely affect our business.(see page 25 of this prospectus)Any future occurrence of force majeure events,natural disasters oroutbreaks of contagious diseases,including the COVID-19 outbre

265、ak,maymaterially and adversely affect our business,financial conditions andresults of operations.(see page 25 of this prospectus)Failure to comply with cybersecurity,data privacy,data protection,orany other laws and regulations related to data may materially andadversely affect our business,financia

266、l condition,and results ofoperations.(see page 26 of this prospectus)We are dependent on our senior management team and other key employees,and the loss of any such personnel could materially and adversely affectour business,operating results and financial conditions.(see page 26 ofthis prospectus)O

267、ur management team lacks experience in managing a U.S.public company andcomplying with laws applicable to such company,the failure of which mayadversely affect our business,financial condition and results ofoperations.(see page 26 of this prospectus)We are subject to risks relating to litigation and

268、 disputes,which couldadversely affect our business,prospects,results of operations andfinancial conditions,and may face significant liabilities as a result.(see page 26 of this prospectus)72024/11/26 17:36sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htmhttps:/www.sec.gov/Archi

269、ves/edgar/data/2033515/000121390024102257/ea0210397-05.htm19/195Table of ContentsWe may grow,in part,through acquisitions,which involve various risks,and we may not be able to identify or acquire companies consistent withour growth strategy or successfully integrate acquired businesses into ouropera

270、tions.(see page 27 of this prospectus)We may not be able to obtain finance from time to time to fund ouroperations and maintain growth.(see page 27 of this prospectus)Risks Relating to Doing Business in Hong Kong(for a more detaileddiscussion,see“Risk Factors Risks Relating to Doing Business inHong

271、Kong”beginning on page 27 of this prospectus)All of our operations are in Hong Kong.However,due to the long-armapplication of the current PRC laws and regulations,the PRC governmentmay exercise significant direct oversight and discretion over the conductof our business and may intervene or influence

272、 our operations,which couldresult in a material change in our operations and/or the value of ourOrdinary Shares.Our Operating Subsidiary in HongKong may be subject toPRC laws and regulations,which may impair our ability to operateprofitably and result in a material negative impact on our operationsa

273、nd/or the value of our Ordinary Shares.Furthermore,the changes in thepolicies,regulations,rules,and the enforcement of the PRC laws andregulations may also occur quickly with little advance notice and ourassertions and beliefs of the risk imposed by the PRC legal and regulatorysystem cannot be certa

274、in.(see page 27 of this prospectus)There remain some uncertainties as to whether we will be required toobtain approvals from the PRC authorities to list on the U.S.exchangesand offer securities in the future,and if required,we cannot assure youthat we will be able to obtain such approval.We may beco

275、me subject to avariety of PRC laws and other obligations regarding data security inrelation to offerings that are conducted overseas and/or foreigninvestment in Mainland China-based issuers,and any failure to comply withapplicable laws and obligations could have a material and adverse effecton our b

276、usiness,financial condition and results of operations and mayhinder our ability to offer or continue to offer Ordinary Shares toinvestors and cause the value of our Ordinary Shares to significantlydecline or be worthless.(see page 29 of this prospectus)Compliance with Hong Kongs Personal Data(Privac

277、y)Ordinance and anysuch other existing or future data privacy related laws,regulations andgovernmental orders may entail significant expenses and could materiallyaffect our business.(see page 32 of this prospectus)If the PRC government chooses to extend the oversight and control overofferings that a

278、re conducted overseas and/or foreign investment inMainland China-based issuers to Hong Kong-based issuers,such action maysignificantly limit or completely hinder our ability to offer or continueto offer Ordinary Shares to investors and cause the value of our OrdinaryShares to significantly decline o

279、r be worthless.(seepage33 of thisprospectus)The enforcement of laws rules and regulations in the PRC can changequickly with little advance notice.Additionally,the PRC laws andregulations and the enforcement of such that apply or are to be applied toHong Kong can change quickly with little or no adva

280、nce notice.As aresult,the Hong Kong legal system embodies uncertainties that couldlimit the availability of legal protections,which could result in amaterial change in our Operating Subsidiary operations and/or the valueof the securities we are offering.(see page 33 of this prospectus)The enactment

281、of the law of the PRC on Safeguarding National Security inthe Hong Kong Special Administrative Region(the“Hong Kong NationalSecurity Law”)could impact our HongKong subsidiaries,which representsubstantially all of our business.(see page 34 of this prospectus)There are political risks associated with

282、conducting business inHongKong.(see page 34 of this prospectus)Because our business is conducted in Hong Kong dollars and the price ofour Ordinary Shares is quoted in United States dollars,changes incurrency conversion rates may affect the value of your investments.(seepage 35 of this prospectus)820

283、24/11/26 17:36sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htmhttps:/www.sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htm20/195Table of ContentsRisks Relating to Our Corporate Structure(for a more detaileddiscussion,see“Risk Factors Risks Relating to Our

284、 CorporateStructure”beginning on page 35 of this prospectus)Our corporate actions will be substantially controlled by Mr.Kwan NGAI,through his 65.1%ownership Pride River,which will have the ability tocontrol or exert significant influence over important corporate mattersthat require approval of shar

285、eholders,which may deprive you of anopportunity to receive a premium for your Ordinary Shares and materiallyreduce the value of your investment.Additionally,following the offeringwe will be a“controlled company”and may follow certain exemptions fromcertain corporate governance requirements that coul

286、d adversely affect ourpublic shareholders.(see page 35 of this prospectus)Our current corporate structure involves unique risks to investors.(seepage 36 of this prospectus)We rely on dividends and other distributions on equity paid by oursubsidiaries to fund any cash and financing requirements we ma

287、y have.Inthe future,funds may not be available to fund operations or for otheruses outside of HongKong,due to interventions in,or the imposition ofrestrictions and limitations on,our ability or our subsidiary by the PRCgovernment to transfer cash.Any limitation on the ability of oursubsidiaries to m

288、ake payments to us could have a material adverse effecton our ability to conduct our business and might materially decrease thevalue of our Ordinary Shares or cause them to be worthless.(see page 36of this prospectus)The enforcement of foreign civil liabilities in the Cayman Islands andHongKong is s

289、ubject to certain conditions.Therefore,certain judgmentsobtained against us by our shareholders may be difficult or impossible toenforce in such jurisdictions.(see page 37 of this prospectus)Risks Relating to our Ordinary Shares and this Offering(for a moredetailed discussion,see“Risk Factors Risks

290、Relating to OrdinaryShares and this Offering”beginning on page 38 of this prospectus)Our Ordinary Shares may be prohibited from being traded on a nationalexchange under the Holding Foreign Companies Accountable Act if the PCAOBis unable to inspect our auditors.The delisting of our Ordinary Shares,or

291、 the threat of their being delisted,may materially and adversely affectthe value of your investment.Furthermore,on June 22,2021,theU.S.Senate passed the Accelerating Holding Foreign Companies AccountableAct,which was signed into law on December29,2022,amending the HFCAAto require the SEC to prohibit

292、 an issuers securities from trading on anyU.S.stock exchanges if its auditor is not subject to PCAOB inspectionsfor two consecutive years instead of three.(see page 38 of thisprospectus)There has been no public market for our Ordinary Shares prior to thisOffering,and you may not be able to resell ou

293、r Ordinary Shares at orabove the price you paid,or at all.(see page 39 of this prospectus)We may experience extreme stock price volatility unrelated to our actualor expected operating performance,financial condition or prospects,making it difficult for prospective investors to assess the rapidlychan

294、ging value of our Ordinary Shares.(see page 40 of this prospectus)Our Ordinary Shares may be thinly traded and you may be unable to sell ator near ask prices or at all if you need to sell your shares to raisemoney or otherwise desire to liquidate your shares.(see page 41 of thisprospectus)If we cann

295、ot satisfy,or continue to satisfy,the initial listingrequirements and other rules of Nasdaq Capital Market,although we areexempt from certain corporate governance standards applicable to USissuers as a Foreign Private Issuer,our Ordinary Shares may not be listedor may be delisted,which could negativ

296、ely impact the price of ourOrdinary Shares and your ability to sell them.(see page 41 of thisprospectus)As a company incorporated in the Cayman Islands,we are permitted to adoptcertain Cayman Islands practices in relation to corporate governancematters that differ significantly from the Nasdaq listi

297、ng standards;thesepractices may afford less protection to shareholders than they would enjoyif we complied fully with the Nasdaq listing standards.(see page 42 ofthis prospectus)We may lose our foreign private issuer status in the future,which couldresult in significant additional costs and expenses

298、.(see page 42 of thisprospectus)92024/11/26 17:36sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htmhttps:/www.sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htm21/195Table of ContentsWe will incur increased costs as a result of being a public company,particu

299、larly after we cease to qualify as an emerging growth company.(seepage 42 of this prospectus)There can be no assurance that we will not be a passive foreign investmentcompany,or PFIC,for UnitedStates federal income tax purposes for anytaxable year,which could subject UnitedStates investors in our Or

300、dinaryShares to significant adverse UnitedStates income tax consequences.(seepage 43 of this prospectus)Regulatory Development in the PRCHongKong is a special administrative region of the PRC and the basic policies ofthe PRC regarding Hong Kong are reflected in the Basic Law of the Hong KongSpecial

301、Administrative Region,or the Basic Law,which is a national law of the PRCand the constitutional document for HongKong.The Basic Law provides HongKongwith a high degree of autonomy and executive,legislative and independent judicialpowers,including that of final adjudication under the principle of“one

302、 country,two systems.”However,there is no assurance that there will not be any changes inthe economic,political and legal environment in HongKong in the future.If thereis a significant change to current political arrangements between Mainland Chinaand HongKong,companies operating in HongKong may fac

303、e similar regulatory risksas those operated in the PRC,including their ability to offer securities toinvestors,list their securities on a U.S.or other foreign exchange,and conducttheir business or accept foreign investment.In light of PRC governments recentexpansion of authority in HongKong,there ar

304、e risks and uncertainties which wecannot foresee for the time being,and rules,regulations and the enforcement oflaws in the PRC can change quickly with little or no advance notice.The PRCgovernment may intervene or influence the current and future operations inHong Kong at any time or may exert more

305、 oversight and control over offeringsconducted overseas and/or foreign investment in issuers like ourselves.We are aware that,recently,the PRC government initiated a series of regulatoryactions and statements to regulate business operations in certain areas in MainlandChina with little advance notic

306、e,including cracking down on illegal activities inthe securities market,enhancing supervision over Mainland China-based companieslisted overseas using a variable interest entity structure,adopting new measuresto extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enf

307、orcement.For example,on June10,2021,the Standing Committee of theNational Peoples Congress enacted the PRC Data Security Law,which took effect onSeptember1,2021.The law requires data collection to be conducted in a legitimate and proper manner,and stipulates that,for the purpose of data protection,d

308、ata processing activitiesmust be conducted based on data classification and hierarchical protection systemfor data security.On July6,2021,the General Office of the Communist Party ofChina Central Committee and the General Office of the State Council jointly theOpinions on Strictly Cracking Down on I

309、llegal Securities Activities in Accordancewith the Law,which,among other things,requires the relevant governmentalauthorities to accelerate rulemaking related to the overseas issuance and listingof securities,and update the existing laws and regulations related to datasecurity,cross-border data flow

310、,and management of confidential information,andto strengthen cross-border oversight of law-enforcement and judicial cooperation,to enhance supervision over Mainland China-based companies listed overseas,and toestablish and improve the system of extraterritorial application of the PRCsecurities laws.

311、On August20,2021,the 30th meeting of the Standing Committee of the 13th NationalPeoples Congress voted and passed the“Personal Information Protection Law of thePeoples Republic of China,”or“PRC Personal Information Protection Law,”or“PIPL”,which became effective on November1,2021.The PIPL stipulates

312、 the rulesfor cross-border provision of personal information and applies to the processing ofpersonal information of natural persons within the territory of Mainland China thatis carried out outside of Mainland China where(1)such processing is for thepurpose of providing products or services for nat

313、ural persons within MainlandChina,(2)such processing is to analyze or evaluate the behavior of naturalpersons within Mainland China,or(3)there are any other circumstances stipulatedby related laws and administrative regulations.Prior to the cross-border provisionof personal information of the natura

314、l persons,personal information processorsshall obtain the approval of the corresponding natural persons and advise them ofthe overseas receivers name,contact information,processing purpose and methods,classification of personal information and information reception procedures,etc.On December 24,2021

315、,the China Securities Regulatory Commission(“CSRC”),together with other relevant PRC government authorities issued the Provisions ofthe State Council on the Administration of Overseas Securities Offering and Listingby Domestic Companies(Draft for Comments)and the Measures for the Filing ofOverseas S

316、ecurities Offering and Listing by Domestic Companies(Draft for Comments)(collectively to be referred as the“Draft Overseas Listing Regulations”).TheDraft Overseas Listing Regulations require that a Mainland China102024/11/26 17:36sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.ht

317、mhttps:/www.sec.gov/Archives/edgar/data/2033515/000121390024102257/ea0210397-05.htm22/195Table of Contentsdomestic enterprise seeking to issue and list its shares overseas(“OverseasIssuance and Listing”)shall complete the filing procedures of and submit therelevant information to CSRC.The Overseas I

318、ssuance and Listing include direct andindirect issuance and listing.Where an enterprise whose principal businessactivities are conducted in Mainland China seeks to issue and list its shares inthe name of an overseas enterprise(“Overseas Issuer”)on the basis of the equity,assets,income or other simil

319、ar rights and interests of the relevant Mainland Chinadomestic enterprise,such activities shall be deemed an indirect overseas issuanceand listing(“Indirect Overseas Issuance and Listing”)under the Draft OverseasListing Regulations.On December 28,2021,the CAC jointly with the relevantauthorities for

320、mally published the Measures for Cybersecurity Review(2021)whichtook effect on February15,2022 and replace the former Measures for CybersecurityReview(2020)issued on July 10,2021.The Measures for Cybersecurity Review(2021)provide that operators of critical information infrastructure purchasingnetwor

321、k products and services,and online platform operators(together with theoperators of critical information infrastructure,the“Operators”)carrying outdata processing activities that affect or may affect national security,shallconduct a cybersecurity review,any online platform operator who controls more

322、 thanone million users personal information must go through a cybersecurity review bythe cybersecurity review office if it seeks to be listed in a foreign country.On February 17,2023,the CSRC released the Trial Administrative Measures ofOverseas Securities Offering and Listing by Domestic Companies,

323、or the TrialAdministrative Measures,and five supporting guidelines,which came into effect onMarch31,2023.The Trial Administrative Measures further stipulate the rules andrequirements for overseas offering and listing conducted by PRC domestic companies.The Overseas Listing Regulations require that a

324、 PRC domestic enterprise seeking toissue and list its shares overseas shall complete the filing procedures of andsubmit the relevant information to CSRC,failing which we may be fined between RMB1million and RMB 10million.Top Win is a holding company incorporated in the Cayman Islands with operatinge

325、ntities solely based in HongKong,and it does not have any subsidiary or VIE inMainland China or intend to acquire any equity interest in any domestic companieswithin Mainland China,nor is it controlled by any companies or individuals ofMainland China.Further,Top Win is headquartered in HongKong with

326、 its officersand all members of the board of directors based in HongKong who are not MainlandChina citizens and all of the revenues and profits are generated by itssubsidiaries in Hong Kong.Meanwhile,our Operating Subsidiary may collect andstore certain data(including certain personal information)fr

327、om our customers,some of whom may be individuals in Mainland China,in connection with OperatingSubsidiary business and operations and for“Know Your Customers”purposes.The Measures for Cybersecurity Review(2021),PRC Data Security Law,the PIPL,theDraft Overseas Listing Regulations and the Trial Admini

328、strative Measures currentlydoes not have an impact on our business,operations or this offering,nor do we orour HongKong subsidiaries are covered by permission requirements from the CAC thatis required to approve our HongKong subsidiaries operations and our Offering,asour HongKong subsidiaries will n

329、ot be deemed to be an“Operator”or a“dataprocessor”that required to file for cybersecurity review before listing in theUnited States.Because:(i)our Hong Kong subsidiaries were incorporated inHongKong and operate only in HongKong without any subsidiary or VIE structure inMainland China and each of the

330、 Measures for Cybersecurity Review(2021),the PIPL,the Draft Overseas Listing Regulations and the Trial Administrative Measures do notclearly provide whether it shall be applied to a company based in Hong Kong;(ii)as of date of this prospectus,our Operating Subsidiary have in aggregatecollected and s

331、tored personal information of less than one million users(iii)allof the data our Operating Subsidiary have collected is stored in servers located inHongKong,and we do not place any reliance on collection and processing of anypersonal information to maintain our business operation;(iv)as of the date

332、ofthis prospectus,neither of our Operating Subsidiary has been informed by any PRCgovernmental authority of any requirement that it files for a CSRC review,norreceived any inquiry,notice,warning,or sanction in such respect initiated by theCAC or related governmental regulatory authorities;and(v)data

333、 processed in ourbusiness should not have a bearing on national security nor affect or may affectnational security,and we have not been notified by any authorities of beingclassified as an Operator.Moreover,pursuant to the Basic Law,PRC laws andregulations shall not be applied in HongKong except for those listed in AnnexIIIof the Basic Law(which is confined to laws relating to national defense,for