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1、F-1 1 ea0217283-06.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on February 21,2025.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM F-1REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 1933_DCR Tech Group Ltd(Exact na

2、me of registrant as specified in its charter)_Cayman Islands 7819 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Room 5002,5th Floor,Building 1,Shunmei Industrial Park,Shunyi District

3、,BeijingPeoples Republic of China,100000+86-010-53676837(Address,includingzipcode,andtelephonenumber,includingareacode,ofregistrantsprincipale_Cogency Global Inc.122 East 42nd Street,8th FloorNew York,New York 10168800-221-0102(Name,address,includingzipcode,andtelephonenumber,includingareacode,ofage

4、ntforservice)_With a Copy to:William S.Rosenstadt,Esq.Mengyi“Jason”Ye,Esq.Yarona L.Yieh,Esq.Ortoli Rosenstadt LLP366 Madison Avenue,3rdFloorNewYork,NY10017212-588-0022 Mitchell NussbaumHenry YinAlex Weniger-AraujoLoeb&Loeb LLP345 Park AvenueNewYork,NewYork 10154Tel:(212)407-4000Fax:(212)407-4990_App

5、roximate date of commencement of proposed sale to the public:Promptlyafter the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayedor continuous basis pursuant to Rule415 under the Securities Actof1933 check thefollowing

6、box.If this Form is filed to register additional securities for an offering pursuant toRule462(b)under the Securities Act,please check the following box and list theSecurities Act registration statement number of the earlier effective registrationstatement for the same offering.If this Form is a pos

7、t-effective amendment filed pursuant to Rule462(c)under theSecurities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule462(d)under

8、 theSecurities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the sameoffering.Indicate by check mark whether the registrant is an emerging growth company asdefined in Rule405 of the Securities Actof1933Emergin

9、g growth companyIf an emerging growth company that prepares its financial statements in accordancewith U.S.GAAP,indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accountingstandards provided pursuant to Secti

10、on7(a)(2)(B)of the Securities Act.Table of ContentsThe information in this preliminary prospectus is not complete and may bechanged.We may not sell the securities until the registration statementfiled with the Securities and Exchange Commission is effective.Thispreliminary prospectus is not an offer

11、 to sell these securities,and we arenot soliciting any offer to buy these securities in any jurisdiction wheresuch offer or sale is not permitted.SUBJECTTOCOMPLETION PRELIMINARYPROSPECTUSDATEDDCR Tech Group Ltd2,000,000 ClassA Ordinary SharesThis is the initial publicofferingof 2,000,000 ClassA ordi

12、nary shares,par value$0.0001 per share(“ClassA Ordinary Shares”),of DCR Tech Group Ltd,a CaymanIslands exempted company with limited liability.We expect the offering price of ourClassA Ordinary Shares in this offering to be in the range of$4.00 to$6.00 pershare.Prior to thisoffering,there has been n

13、o public market for our ClassAOrdinary Shares or ClassB Ordinary Shares.DCR Tech Group Ltd s issued share capital is a dual class structure consisting ofClassA Ordinary Shares and ClassB Ordinary Shares.Holders of ClassA OrdinaryShares and ClassB Ordinary Shares have the same rights except for votin

14、g right,conversion right,the right to requisite a general meeting and conversion upontransfer pursuant to the provisions of our amended and restated memorandum andarticles of association.In respect of matters requiring a vote of all shareholders,each holder of ClassA Ordinary Shares will be entitled

15、 to one vote per one ClassAOrdinary Share and each holder of ClassB Ordinary Shares will be entitled to 20votes per one Class B Ordinary Share.The Class A Ordinary Shares are notconvertible into shares of any other class.The Class B Ordinary Shares areconvertible into ClassA Ordinary Shares at any t

16、ime after issuance at the option ofthe holder on a one-to-one basis.The directors may convene general meetings wheneverthey think fit.General meetings shall also be convened on the written requisition ofone or more of the shareholders who(together)hold at least one-tenth of issuedClass B Ordinary Sh

17、ares in accordance with the notice provisions in the articles,specifying the purpose of the meeting and signed by each of the shareholders makingthe requisition.Weplan to list our ClassA Ordinary Shares on the Nasdaq Capital Market,or Nasdaq,under the symbol“DCR”.Nasdaq might not approve such applic

18、ation,and if ourapplication is not approved,we will not proceed with this offering.Following this Offering,Fortune Sage Investment Advisors Limited(“Fortune Sage”),which in turn is owned 100%by Mr.Jianru Yang(our Chief Executive Officer,Director,Chairman of the Board),will continue to own more than

19、a majority of thevoting power of our outstanding Class A Ordinary Shares and Class B Ordinary Shares.As a result,Fortune Sage can control the outcome of matters submitted to theshareholders for approval.Additionally,we may be deemed a“controlled company”within the meaning of the Nasdaq listing rules

20、 and follow certain exemptions fromcertain corporate governance requirements that could adversely affect our publicshareholders.For a more detailed discussion of the risk of the Company being acontrolled company,see“Risk Factors Risks Related to Our Corporate Structure Our corporate actions will be

21、substantially controlled by our ControllingShareholder,Fortune Sage Investment Advisors Limited,which will have the ability tocontrol or exert significant influence over important corporate matters that requireapproval of shareholders,which may deprive you of an opportunity to receive apremium for y

22、our Class A Ordinary Shares and materially reduce the value of yourinvestment.Additionally,we may be deemed to be a“controlled company”and mayfollow certain exemptions from certain corporate governance requirements that couldadversely affect our public shareholders”on page 22 and“Prospectus Summary

23、Implication of Being a Controlled Company”on page 18 of this prospectus.Investors are cautioned that you are not buying shares of a China-basedoperating company but instead are buying shares of a Cayman Islands holdingcompany with operations conducted by our subsidiaries based in China andthat this

24、structure involves unique risks to investors.This is an offering of the ordinary shares of the Cayman Islands holdingcompany.We conduct our business through our Peoples Republic of China(PRC)subsidiaries.You will not and may never have direct ownership orhold equity interests in the PRC subsidiary.U

25、nless otherwise stated,as used in this prospectus,the terms“DCR Cayman,”“we,”“us,”“our Company,”and the“Company”refer to DCR Tech Group Ltd,an exemptedcompany with limited liability incorporated under the laws of the Cayman Islands;theterms the“PRC subsidiary”and the“operating subsidiary”refer to Sh

26、uzhi Yunku(Beijing)Technology Co.,Ltd.,or DCR Beijing,an entity organized under the laws ofthe PRC;the term“PRC subsidiaries”refers to DCR Beijing and its subsidiary,namely Zhidong Guangxun(Qingdao)Technology Co.,Ltd,or DCR Qingdao.Table of ContentsDCR Cayman is a Cayman Islands holding company and

27、is not a Chinese operatingcompany.As a holding company with no material operations of its own,it conducts allof its operations and operates its business in China through its PRC subsidiary,DCRBeijing.Because of our corporate structure as a Cayman Islands holding company withoperations conducted by o

28、ur PRC subsidiaries,it involves unique risks to investors.Furthermore,Chinese regulatory authorities could change the rules and regulationsregarding foreign ownership in the industry in which the Company operates,whichwould likely result in a material change in our operations and/or a material chang

29、ein the value of the securities we are registering for sale,including that it couldcause the value of such securities to significantly decline or become worthless.Investors in our ClassA Ordinary Shares should be aware that they do not directlyhold equity interests in the Chinese operating subsidiar

30、y,but rather are purchasingequity solely in DCR Cayman,our Cayman Islands holding company,which indirectlyowns 100%equity interests in the PRC subsidiary.Our Class A Ordinary Sharesoffered in this offering are shares of our Cayman Islands holding company instead ofshares of our subsidiaries in China

31、.Investors may never hold equity interests in thePRC subsidiary.See“Risk Factors Risks Related to Doing Business inChina The approval,filing,or other procedures of the CSRC or other PRCregulatory authorities may be required in connection with this offering under PRClaws,regulations,and rules.”on pag

32、e 23.It is the opinion of our PRC counsel,Jingtian&Gongcheng,that the PRC law do notprohibit any direct foreign investment in the operating subsidiary.The PRC law has aseries of administrative provisions governing foreign investment in Chinesesubsidiaries.On March 15,2019,the National Peoples Congre

33、ss promulgated the Foreign InvestmentLaw,which has come into effect on January 1,2020.According to the ForeignInvestment Law,the State Council will publish or approve to publish the“negativelist”for special administrative measures concerning foreign investment.The ForeignInvestment Law grants nation

34、al treatment to foreign-invested entities,or FIEs,except for those FIEs that operate in industries deemed to be either“restricted”or“prohibited”in the“negative list.”The Foreign Investment Law provides that FIEsoperating in foreign restricted or prohibited industries will require market entryclearan

35、ce and other approvals from relevant PRC governmental authorities.If aforeign investor is found to invest in any prohibited industry in the“negativelist,”such foreign investor may be required to,among other aspects,cease itsinvestment activities,dispose of its equity interests or assets within a pre

36、scribedtime limit and have its income confiscated.If the investment activity of a foreigninvestor is in breach of any special administrative measure for restrictive accessprovided for in the“negative list,”the relevant competent department shall orderthe foreign investor to make corrections and take

37、 necessary measures to meet therequirements of the special administrative measure for restrictive access.On June30,2019,MOFCOM and NDRC jointly issued the Negative List(Edition 2019).On June23,2020,MOFCOM and NDRC jointly issued the Special Administrative Measures forAccess of Foreign Investment(Neg

38、ative List),or the Negative List(Edition 2020),which replaced the Negative List(Edition 2019).On December 27,2021,MOFCOM andNDRC jointly issued the Special Administrative Measures for Access of ForeignInvestment(Negative List),or the Negative List(Edition 2021),which replaced theNegative List(Editio

39、n 2020).The latest version of the Negative List(Edition 2024)was issued on September 6,2024,which took effect on November 1,2024 and supersededthe previous lists.Foreign-invested enterprises investing in China shall comply withrelevant requirements outlined in the Negative List.Our PRC subsidiaries

40、are visual content creators in China,dedicated to transformingcreative concepts into high-quality visual content for their clients.Given by noneof the PRC subsidiaries engaged in any field of activities prohibited from foreigninvestment under the Negative List,it is the opinion of our PRC counsel,Ji

41、ngtian&Gongcheng,that any direct foreign investment in our PRC subsidiaries are notprohibited by PRC law.Investing in our ClassA Ordinary Shares involves a high degree of risk.Before buying any ClassA Ordinary Shares,you should carefully read thediscussion of material risks of investing in our Class

42、A Ordinary Sharesin“Risk Factors”beginning on page 22 of this prospectus.In particular,as substantially all of our operations are conducted through the PRCsubsidiary,we are subject to certain legal and operational risks associated with ouroperations in China,including that changes in the legal,polit

43、ical and economicpolicies of the PRC government,the relations between China and the UnitedStates,or Chinese or United States regulations may materially and adversely affect ourbusiness,financial condition and results of operations.PRC laws and regulationsgoverning our current business operations may

44、 be changed,and therefore,these riskscould result in a material change in our operations and/or the value of our ClassAOrdinary Shares or could significantly limit or completely hinder our ability tooffer or continue to offer securities to investors and cause the value of ourClassA Ordinary Shares t

45、o significantly decline or be worthless.Recently,the PRCgovernment initiated a series of regulatory actions and statements to regulatebusiness operations in China,including cracking down on illegal activities in thesecurities market,enhancing supervision over China-based companies listed overseasusi

46、ng variable interest entity structure,adopting new measures to extend the scopeof cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.Table of ContentsOn December 28,2021,the Cyberspace Administration of China,or the“CAC”jointlywith the relevant authorities formally publishe

47、d Measures for Cybersecurity Review(2021 version)which took effect on February 15,2022 and replace the former Measuresfor Cybersecurity Review(2020 version).Measures for Cybersecurity Review(2021version)stipulates that operators of critical information infrastructure purchasingnetwork products and s

48、ervices,and online platform operator carrying out dataprocessing activities that affect or may affect national security,shall conduct acybersecurity review,any online platform operator who controls more than one millionusers personal information must go through a cybersecurity review by thecybersecu

49、rity review office if it seeks to be listed in a foreign country.It is the opinion of our PRC legal counsel,Jingtian&Gongcheng,that we will notbe subject to cybersecurity review with the Cyberspace Administration of China,orthe“CAC,”after the Cybersecurity Review Measures became effective on Februar

50、y15,2022,since we currently do not have over one million users personal informationand do not anticipate that we will be collecting over one million users personalinformation in the foreseeable future,which we understand might otherwise subject usto the Cybersecurity Review Measures.See“Risk Factors

51、Risks Related to DoingBusiness in ChinaThe approval,filing,or other procedures of the CSRC or otherPRC regulatory authorities may be required in connection with this offering under PRClaws,regulations,and rules.”on page 23.On September 24,2024,the State Council issued the Regulations on Network Data

52、Security Management which took effect on January 1,2025,which provides that Networkdata processors conducting any data processing activities that affect or may affectnational security shall undergo national security review in accordance with relevantnational regulations.Network data refers to all ty

53、pes of electronic data processedand generated through networks.Network data processing activities refer to suchactivities as the collection,storage,use,processing,transmission,provision,disclosure,and deletion of network data.Network data processors refer toindividuals or organizations that independ

54、ently determine the purpose and method ofprocessing in network data processing activities.It is the opinion of our PRC counsel,Jingtian&Gongcheng,that we are also notsubject to network data security review by the CAC after the Regulations on NetworkData Security Management became effective on Januar

55、y 1,2025,since we currently donot conduct activities as the collection,storage,use,processing,transmission,provision,disclosure,and deletion of network data or may affect national securityand we do not anticipate that we will conduct activities as the collection,storage,use,processing,transmission,p

56、rovision,disclosure,and deletion of network data ormay affect national security in the foreseeable future,which we understand mightotherwise subject us to the Regulations on Network Data Security Management.See“Risk Factors Risks Related to Doing Business in China The approval,filing,or other proced

57、ures of the CSRC or other PRC regulatory authorities may berequired in connection with this offering under PRC laws,regulations,and rules.”on page 23.On June 24,2022,the Standing Committee of the 10th National Peoples Congressissued the Anti-Monopoly Law of the Peoples Republic of China(Amended in 2

58、022)which took effect on August 1,2022,together with the Provisions of the StateCouncil on Notification Thresholds for Concentrations Between Undertakings(2024revision),requires that transactions which are deemed concentrations and involveparties with specified turnover thresholds(i.e.,during the pr

59、evious fiscal year,(i)the total global turnover of all operators participating in the transactionexceeds RMB 12 billion and at least two of these operators each had a turnover ofmore than RMB 800 million within China,or(ii)the total turnover within China ofall the operators participating in the conc

60、entration exceeded RMB 4 billion,and atleast two of these operators each had a turnover of more than RMB 800 million withinChina)must be cleared by MOFCOM before they can be completed.It is the opinion of our PRC counsel,Jingtian&Gongcheng,that although theregulation or law of anti-monopoly applies

61、to us,we are not subject to anyenforcement,since we currently do not engage in monopolistic behaviors,which weunderstand might otherwise subject us to the anti-monopoly enforcement.,if we expandour business by means of any monopolistic behaviors stipulated in this PRC Anti-Monopoly Law,such as reach

62、es a monopoly agreement,abuse of market dominance,orconcentration of operators that has or may have the effect of excluding orrestricting competition,we will be subject to the anti-monopoly enforcement.On February 17,2023,the China Securities Regulatory Commission,or the CSRC,announced the Circular

63、on the Administrative Arrangements for Filing of SecuritiesOffering and Listing by Domestic Companies,or the Circular,and released a set ofnew regulations which consists of the Trial Administrative Measures of OverseasSecurities Offering and Listing by Domestic Companies,or the Trial Measures,andfiv

64、e supporting guidelines.On the same date,the CSRC also released the Notice onthe Arrangements for the Filing Management of Overseas Listing of Domestic Companies,or the Notice.The Trial Measures came into effect on March31,2023.The TrialMeasures refine the regulatory system by subjecting both direct

65、 and indirect overseasoffering and listing activities to the Table of ContentsCSRC filing-based administration.Requirements for filing entities,time points andprocedures are specified.A PRC domestic company that seeks to offer and listsecurities in overseas markets shall fulfill the filing procedure

66、 with the CSRC perthe requirements of the Trial Measures.Where a PRC domestic company seeks toindirectly offer and list securities in overseas markets,the issuer shall designatea major domestic operating entity,which shall,as the domestic responsible entity,file with the CSRC.The Trial Measures also

67、 lay out requirements for the reportingof material events.Breaches of the Trial Measures,such as offering and listingsecurities overseas without fulfilling the filing procedures,shall bear legalliabilities,including a fine between RMB 1.0million(approximately$150,000)andRMB 10.0million(approximately

68、$1.5million),and the Trial Measures heighten thecost for offenders by enforcing accountability with administrative penalties andincorporating the compliance status of relevant market participants into theSecurities Market Integrity Archives.According to the Circular,since the date of effectiveness o

69、f the Trial Measures onMarch31,2023,PRC domestic enterprises falling within the scope of filing thathave been listed overseas or met the following circumstances are“existingenterprises”:before the effectiveness of the Trial Measures on March31,2023,theapplication for indirect overseas issuance and l

70、isting has been approved by theoverseas regulators or overseas stock exchanges(such as the registration statementhas become effective on the U.S.market),it is not required to perform issuance andlisting supervision procedures of the overseas regulators or overseas stockexchanges,and the overseas iss

71、uance and listing will be completed by September30,2023.Existing enterprises are not required to file with the CSRC immediately,andfilings with the CSRC should be made as required if they involve refinancings andother filing matters.PRC domestic enterprises that have submitted valid applicationsfor

72、overseas issuance and listing but have not been approved by overseas regulatoryauthorities or overseas stock exchanges at the date of effectiveness of the TrialMeasures on March31,2023 can reasonably arrange the timing of filing applicationswith the CSRC and shall complete the filing with the CSRC b

73、efore the overseasissuance and listing.According to the Circular,we shall complete the filing withthe CSRC in accordance with the Trial Measures before this offering.In sum,we aresubject to the filing requirements of the CSRC for this offering under the TrialMeasures.It is the opinion of our PRC leg

74、al counsel,Jingtian&Gongcheng,that we are subjectto the permission requirements from the CSRC and are required to file with the CSRCwithin three business days after submitting the application documents for offeringand listing in the United States,and this offering is contingent upon the completionof

75、 our filing with the CSRC.We submitted the filing with the CSRC under the Trial Measures on October 22,2024 asrequired by the Trial Measures and we have not yet received CSRCs approval,as ofthe date of this prospectus.However,if we do not maintain the permissions andapprovals of the filing procedure

76、 in a timely manner under PRC laws and regulations,we may be subject to investigations by competent regulators,fines or penalties,ordered to suspend our relevant operations and rectify any non-compliance,prohibitedfrom engaging in relevant business or conducting any offering,and these risks couldres

77、ult in a material adverse change in our operations,limit our ability to offer orcontinue to offer securities to investors,or cause such securities to significantlydecline in value or become worthless.Any failure or perceived failure of us to fullycomply with such new regulatory requirements could si

78、gnificantly limit or completelyhinder our ability to offer or continue to offer securities to investors,causesignificant disruption to our business operations,and severely damage ourreputation,which could materially and adversely affect our financial condition andresults of operations and could caus

79、e the value of our securities to significantlydecline or be worthless.See“Risk FactorsRisks Related to Doing Business inChina The approval,filing,or other procedures of the CSRC or other PRCregulatory authorities may be required in connection with this offering under PRClaws,regulations,and rules.”o

80、n page 23.It is the opinion of our PRC legal counsel,Jingtian&Gongcheng,as of the date ofthis prospectus,other than the feedback we received from the CSRC on January 16,2025,neither the Company nor any of its subsidiaries has received any inquiry,notice,warning,sanction,or any regulatory objection t

81、o this offering from theCSRC,the CAC,or any other PRC authorities that have jurisdiction over our abilityto conduct our business,accept foreign investments,or list on a U.S.or otherforeign exchange.It is the opinion of our PRC legal counsel,Jingtian&Gongcheng,that as of the date of this prospectus,a

82、lthough we are required to complete thefiling procedure in connection with our offering(including this offering and anysubsequent offering)and listing under the Trial Measures,which should be completedbefore our offering and listing in the United States,no other relevant PRC laws orregulations in ef

83、fect require that we obtain permission from any PRC authorities toissue securities to foreign investors or list on a U.S.or other foreign exchange.Table of ContentsThe Standing Committee of the National Peoples Congress,or the SCNPC,or other PRCregulatory authorities may in the future promulgate law

84、s,regulations or implementingrules that requires our company or any of our subsidiaries to obtain regulatoryapproval from Chinese authorities before listing in the United States.In otherwords,although the Company has not received any denial to list on theU.S.exchange,such regulatory actions and stat

85、ements by the PRC government mayimpact our ability to conduct our business,accept foreign investments,or list on aU.S.or other foreign exchange,and our operations could be adversely affected,directly or indirectly;our ability to offer,or continue to offer,securities toinvestors would be potentially

86、hindered and the value of our securities mightsignificantly decline or be worthless,by existing or future laws and regulationsrelating to its business or industry or by intervene or interruption by PRCgovernmental authorities,if we or our subsidiaries(i)do not receive or maintainsuch permissions or

87、approvals,(ii)inadvertently conclude that such permissions orapprovals are not required,(iii)applicable laws,regulations,or interpretationschange and we are required to obtain such permissions or approvals in the future,or(iv)any restrictions by PRC governmental.See“Risk FactorsRisks Related toDoing

88、 Business in China”beginning on page 23 and“Risks Related to thisOffering,”beginning onpage42 of this prospectus for a discussion of these legaland operational risks and information that should be considered before making adecision to purchase our ClassA Ordinary Shares.In addition,since 2021,the PR

89、C government has strengthened its anti-monopolysupervision,mainly in three aspects:(1)establishing the National Anti-MonopolyBureau;(2)revising and promulgating anti-monopoly laws and regulations,including:the Anti-Monopoly Law(draft Amendment published on October 23,2021 for publicopinions),the ant

90、i-monopoly guidelines for various industries,and the detailedRules for the Implementation of the Fair Competition Review System;and(3)expanding the anti-monopoly law enforcement targeting Internet companies andlarge enterprises.Pursuant to the Holding Foreign Companies Accountable Act,or the HFCAA,i

91、f thePublic Company Accounting Oversight Board,or the PCAOB,is unable to inspect anissuers auditors for three consecutive years,the issuers securities areprohibited to trade on a U.S.stock exchange.The PCAOB issued a DeterminationReport on December 16,2021 which found that the PCAOB is unable to ins

92、pect orinvestigate completely registered public accounting firms headquartered in:(1)mainland China of the Peoples Republic of China because of a position taken byone or more authorities in mainland China;and(2)Hong Kong,a SpecialAdministrative Region and dependency of the PRC,because of a position

93、taken by oneor more authorities in HongKong.Furthermore,the PCAOBs report identified thespecific registered public accounting firms which are subject to thesedeterminations.On June22,2021,the U.S.Senate passed the Accelerating HoldingForeign Companies Accountable Act,and on December29,2022,legislati

94、on entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law by President Biden,which contained,among other things,anidentical provision to the Accelerating Holding Foreign Companies Accountable Act andamended the HFCAA by requiring the SEC to prohibit a

95、n issuers securities fromtrading on any U.S stock exchanges if its auditor is not subject to PCAOB inspectionsfor two consecutive years instead of three,thus reducing the time period fortriggering the prohibition on trading.On August26,2022,the PCAOB announced thatit had signed a Statement of Protoc

96、ol(the“SOP”)with the China SecuritiesRegulatory Commission and the Ministry of Finance of China.The SOP,together withtwo protocol agreements governing inspections and investigations(together,the“SOPAgreement”),establishes a specific,accountable framework to make possible completeinspections and inve

97、stigations by the PCAOB of audit firms based in mainland Chinaand Hong Kong,as required under U.S.law.On December 15,2022,the PCAOBannounced that it was able to secure complete access to inspect and investigatePCAOB-registered public accounting firms headquartered in mainland China andHong Kong comp

98、letely in 2022.The PCAOB Board vacated its previous 2021determinations that the PCAOB was unable to inspect or investigate completelyregistered public accounting firms headquartered in mainland China and HongKong.However,whether the PCAOB will continue to be able to satisfactorily conductinspections

99、 of PCAOB-registered public accounting firms headquartered in mainlandChina and HongKong is subject to uncertainties and depends on a number of factorsout of our and our auditors control.The PCAOB continues to demand complete accessin mainland China and HongKong moving forward and is making plans to

100、 resume regularinspections in early 2023 and beyond,as well as to continue pursuing ongoinginvestigations and initiate new investigations as needed.The PCAOB has alsoindicated that it will act immediately to consider the need to issue newdeterminations with the HFCAA if needed.As of the date of the

101、prospectus,TPS Thayer,LLC,our auditor,is not subject to thedeterminations as to inability to inspect or investigate completely as announced bythe PCAOB on December16,2021.The Companys auditor is based in the United Statesand is registered with PCAOB and subject to PCAOB inspection.See“RiskFactorsRis

102、ks Related to Doing Business in ChinaThe recent joint statementby the SEC and PCAOB,proposed rule changes Table of Contentssubmitted by Nasdaq,and the Holding Foreign Companies Accountable Act all call foradditional and more stringent criteria to be applied to emerging market companiesupon assessing

103、 the qualification of their auditors,especially the non-U.S.auditorswho are not inspected by the PCAOB.These developments could add uncertainties toour offering”on page 33.As of the date of this prospectus,none of our subsidiaries have made any dividendsor distributions to our Company and our Compan

104、y has not made any dividends ordistributions to our shareholders.We intend to keep any future earnings to financethe expansion of our business,and we do not anticipate that any cash dividends willbe paid in the foreseeable future.If we determine to pay dividends on any of ourClass A Ordinary Shares

105、in the future,as a holding company,we will be dependent onreceipt of funds from our PRC subsidiary,DCR Beijing.DCR Cayman is permitted underthe laws of the Cayman Islands to provide funding to our subsidiaries incorporated inHong Kong through loans or capital contributions without restrictions on th

106、e amountof the funds.Our subsidiaries are permitted under the respective laws of Hong Kongto provide funding to DCR Cayman through dividend distribution without restrictionson the amount of the funds.There are no restrictions on dividends transfers fromHong Kong to the Cayman Islands.Current PRC reg

107、ulations permit our WFOE to paydividends to the Company only out of its accumulated profits,if any,determined inaccordance with Chinese accounting standards and regulations.To the extent cash inthe business is in the PRC,such funds may not be available to fund operations or forother use outside of t

108、he PRC,due to interventions in or the imposition ofrestrictions and limitations on the ability of our Company and DCR Beijing by the PRCgovernment to transfer cash.See“Risk FactorsRisks Related to Doing Businessin ChinaTo the extent cash or assets of our business,or of DCR Beijing,is inthe PRC,such

109、cash or assets may not be available to fund operations or for other useoutside of the PRC,due to interventions in or the imposition of restrictions andlimitations by the PRC government to the transfer of cash or assets.”PRCregulations currently permit DCR Beijing to pay dividends only out of its acc

110、umulatedprofits,if any,as determined in accordance with PRC accounting standards andregulations.In addition,if DCR Beijing distributes its after-tax profits for thecurrent financial year,it is required to set aside,at a minimum,10%of its netincome,if any,to fund a statutory surplus reserve until the

111、 cumulative amount ofsuch reserve reaches 50%of its registered capital,and such reserve may not bedistributed as cash dividends.PRC laws and regulations allow us to provide fundingto DCR Beijing only through loans or capital contributions,subject to the filing orapproval of government authorities an

112、d limits on the amount of capital contributionsand loans.As a result,in the event that DCR Beijing incurs debt on its own behalfin the future,the instruments governing the debt may restrict any such entitysability to pay dividends or make other distributions to us.See“RiskFactorsRisks Related to Doi

113、ng Business in ChinaPRC regulations of loans toand direct investment in PRC entities by offshore holding companies and governmentalcontrol of currency conversion may delay us from using the proceeds of this offeringto make loans or additional capital contributions to DCR Beijing which couldmateriall

114、y and adversely affect our liquidity and our ability to fund and expand ourbusiness.”For more detailed discussion of how cash and other assets are transferredamong our Company and our subsidiaries,see“Prospectus SummaryTransfers ofCash to and from Our Subsidiaries,”our condensed consolidating schedu

115、les under“Prospectus SummarySummary of Financial Position and Cash Flows of DCR TechGroup Ltd,”and our audited consolidated financial statements for the fiscal yearsended June 30,2024 and 2023.Our finance department supervises cash management in accordance with the instructionsof our management,esta

116、blishing the cash operation plan and coordinating cashmanagement matters across subsidiaries and departments.Each subsidiary anddepartment submits a cash demand plan,detailing the requested amount and timing,which is reviewed by the finance department and summarized for management.Managementthen app

117、roves the allocation of cash based on available sources and priority needs.We do not currently have additional policies or procedures governing the transfer offunds,and as of the date of this prospectus,no cash or asset transfers,includingdividends or distributions,have occurred between our Company

118、and our subsidiaries.See“Prospectus SummaryTransfers of Cash to and from Our Subsidiaries”on page10.Management regularly monitors the cash position of each entity and preparesmonthly budgets to ensure sufficient funds for obligations and adequate liquidity.Inthe event of a cash shortfall or liquidit

119、y issue,the Chief Financial Officer isnotified,and with board approval,an intercompany loan may be arranged in accordancewith applicable PRC laws and regulations.However,due to oversight or restrictionsimposed by the PRC government on the ability to transfer cash or assets,funds maynot be available

120、for operations or other uses outside of the PRC or Hong Kong.See“Risk Factors Risks Related to Doing Business in China To the extent cash orassets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity,thefunds or assets may not be available to fund operations or for other use outsi

121、de ofthe PRC or Hong Kong due to oversight on or the imposition of restrictions andlimitations on the ability of us or our subsidiaries by the PRC government totransfer cash or assets.”Table of ContentsUnder existing PRC foreign exchange regulations,payment of current account items,such as profit di

122、stributions and trade and service-related foreign exchangetransactions,can be made in foreign currencies without prior approval from the StateAdministration of Foreign Exchange,or the SAFE,by complying with certain proceduralrequirements.Therefore,our PRC subsidiaries are able to pay dividends in fo

123、reigncurrencies to us without prior approval from SAFE,subject to the condition that theremittance of such dividends outside of the PRC complies with certain proceduresunder PRC foreign exchange regulations,such as the overseas investment registrationsby our shareholders or the ultimate shareholders

124、 of our corporate shareholders whoare PRC residents.Approval from,or registration with,appropriate governmentauthorities is,however,required where the RMB is to be converted into foreigncurrency and remitted out of China to pay capital expenses such as the repayment ofloans denominated in foreign cu

125、rrencies.The PRC government may also at itsdiscretion restrict access in the future to foreign currencies for current accounttransactions.Current PRC regulations permit our PRC subsidiaries to pay dividends tothe Company only out of their accumulated profits,if any,determined in accordancewith Chine

126、se accounting standards and regulations.As of the date of this prospectus,there are no restrictions or limitations imposed by the HongKong government on thetransfer of capital within,into and out of Hong Kong(including funds fromHongKong to the PRC),except for transfer of funds involving money laund

127、ering andcriminal activities.Cayman Islands law prescribes that a company may only paydividends out of its profits or share premium,and that a company may only paydividends if,immediately following the date on which the dividend is paid,thecompany remains able to pay its debts as they fall due in th

128、e ordinary course ofbusiness.Other than that,there is no restrictions on DCR Caymans ability to paydividends to its shareholders.See“Prospectus SummaryTransfers of Cash to andfrom Our Subsidiaries,”“Prospectus Summary Summary of Risk Factors,”and“Risk FactorsRisks Related to Doing Business in ChinaT

129、o the extent cashor assets in the business is in the PRC or HongKong or a PRC or HongKong entity,the funds or assets may not be available to fund operations or for other use outsideof the PRC or HongKong due to oversight on or the imposition of restrictions andlimitations on the ability of us or our

130、 subsidiaries by the PRC government totransfer cash or assets,”“Risk Factors Risks Related to Doing Business inChina We are a holding company and we rely on our subsidiaries for fundingdividend payments,which are subject to restrictions under PRC laws,”and“RiskFactorsRisks Related to Doing Business

131、in ChinaOur PRC subsidiaries aresubject to restrictions on paying dividends or making other payments to us,which mayhave a material adverse effect on our ability to conduct our business.”As a holding company,we may rely on dividends and other distributions on equity paidby our subsidiaries,including

132、 those based in the PRC,for our cash and financingrequirements.If any of our PRC subsidiaries incurs debt on its own behalf in thefuture,the instruments governing such debt may restrict their ability to paydividends to us.DCR Cayman is permitted under the laws of the Cayman Islands toprovide funding

133、 to our subsidiaries incorporated in Hong Kong through loans orcapital contributions without restrictions on the amount of the funds.Oursubsidiaries are permitted under the respective laws of HongKong to provide fundingto DCR Cayman through dividend distribution without restrictions on the amount of

134、 thefunds.There are no restrictions on dividend transfers from HongKong to the CaymanIslands.Current PRC regulations permit Shuzhi Yunchuang(Beijing)Technology Co.,Ltd.(“DCR WFOE”or“WFOE”)to pay dividends to the Company only out of itsaccumulated profits,if any,determined in accordance with Chinese

135、accountingstandards and regulations.The transfer of funds among companies are subject to theProvisions of the Supreme Peoples Court on Several Issues Concerning theApplication of Law in the Trial of Private Lending Cases(2020 Revision,the“Provisions on Private Lending Cases”),which was implemented o

136、n August20,2020 toregulate the financing activities between natural persons,legal persons andunincorporated organizations.It is the opinion of our PRC legal counsel,Jingtian&Gongcheng,that the Provisions on Private Lending Cases does not prohibit using cashgenerated from one subsidiary to fund anoth

137、er subsidiarys operations.We have notbeen notified of any other restriction which could limit our PRC subsidiariesability to transfer cash between PRC subsidiaries.As of the date of this prospectus,no dividends,distributions or transfers has been made between DCR Cayman and any ofits subsidiaries.Th

138、e Company has never made any transfers,dividends,ordistributions to its investors.We do not expect to pay any cash dividends in theforeseeable future.Also,as of the date of this prospectus,no cash generated fromone subsidiary is used to fund another subsidiarys operations and we do notanticipate any

139、 difficulties or limitations on our ability to transfer cash betweensubsidiaries.See“Prospectus Summary Transfers of Cash to and from OurSubsidiaries,”on page 10,“Prospectus SummarySummary of Financial Positionand Cash Flows of DCR Cayman”on page 19,and“Consolidated Financial Statements”starting fro

140、m page F-1.Table of ContentsWe are an“emerging growth company”as defined under federal securitieslaws and,as such,will be subject to reduced public company reportingrequirements.See“Prospectus Summary Implications of Being anEmerging Growth Company and a Foreign Private Issuer”on page 17 foraddition

141、al information.Neither the Securities and Exchange Commission nor any other regulatorybody has approved or disapproved of these securities or passed upon theaccuracy or adequacy of this prospectus.Any representation to the contraryis a criminal offense.Per Share Total(5)Initial public offering price

142、(1)$5.00$10,000,000Underwriting discounts(2)$0.35$700,000Non-accountable expense allowance(3)$0.05$100,000Proceeds,before expenses,to us(4)$4.6$9,200,000_(1)Initial public offering price per share is assumed as$5.00 per share,which is the midpointof the range set forth on the cover page of this pros

143、pectus.(2)We have agreed to pay the Representative a discount equal to seven percent(7.0%)of the grossproceeds of this offering and each closing of the over-allotment option(if any)sourced bythe Representative.For investors not introduced or sourced by the Representative,a fee offour and a half perc

144、ent(4.5%)of the gross proceeds of this offering will apply.For adescription of other terms of the compensation to be received by the Representative,see“Underwriting”beginning on page 118.(3)We also agreed to pay the Representative a non-accountable expense allowance in the amountequal to one percent

145、(1%)of the gross proceeds of this offering.(4)Excludes underwriting discounts payable to the Representative.The total amount ofRepresentatives expenses related to this offering is set forth in the section entitled“Underwriting.”(5)Assumes that the Representative does not exercise any portion of thei

146、r over-allotment option.We expect our total cash expenses for this offering(including cash expensespayable to our Representative for its out-of-pocket expenses)to beapproximately$988,172,exclusive of the above discounts.In addition,we will payadditional items of value in connection with thisoffering

147、that are viewed by theFinancial Industry Regulatory Authority,or FINRA,as underwriting compensation.These payments will further reduce proceeds available to us before expenses.See“Underwriting”beginning on page 118.Thisofferingis being conducted on a firm commitment basis by the underwriters(the“Und

148、erwriters”),of which D.Boral Capital LLC is acting as the Representative.TheUnderwriters are obligated to take and pay for all of the ClassA Ordinary Shares ifany such ClassA Ordinary Shares are taken.Wehave granted the Representative anoption for a period of 45days after the closing of thisoffering

149、to purchase up to15%of the total number of our ClassA Ordinary Shares to beofferedby us pursuantto this offering,solely for the purpose of covering over-allotments,at theinitial publicofferingprice less the underwriting discounts.If the Representativeexercises its option in full,the total underwriti

150、ng discounts payable will be$805,000 based on an assumed offeringprice of$5.00 per ordinary share,and thetotal gross proceeds to us,after underwriting discounts and before other offeringexpenses,will be$10,695,000.If we complete thisoffering,net proceeds will bedelivered to us on the applicable clos

151、ing date.Wewill not be able to use suchproceeds in China,however,until we complete capital contribution procedures thatrequire prior approval from each of the respective local counterpartsof Chinas Ministry of Commerce,the State Administration for Industry andCommerce,and the State Administration of

152、 Foreign Exchange.See remittance proceduresin the section titled“Use of Proceeds”beginning on page 52.The Representative expects to deliver the ClassA Ordinary Shares against payment asset forth under“Underwriting”,on or about,2025.D.Boral CapitalProspectus dated,2025.Table of ContentsTABLE OF CONTE

153、NTS PageABOUT THIS PROSPECTUS iiPROSPECTUS SUMMARY 1RISK FACTORS 22SPECIAL NOTES REGARDING FORWARD-LOOKING STATEMENTS 50ENFORCEABILITY OF CIVIL LIABILITIES 51USE OF PROCEEDS 52DIVIDEND POLICY 53CAPITALIZATION 54DILUTION 55MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERA

154、TIONS 57BUSINESS 65REGULATIONS 77MANAGEMENT 85EXECUTIVE COMPENSATION 90PRINCIPAL SHAREHOLDERS 91RELATED PARTY TRANSACTIONS 94DESCRIPTION OF SHARE CAPITAL 95SHARES ELIGIBLE FOR FUTURE SALE 110TAXATION 112UNDERWRITING 118EXPENSES RELATING TO THIS OFFERING 126LEGAL MATTERS 127EXPERTS 127WHERE YOU CAN F

155、IND ADDITIONAL INFORMATION 127INDEX TO FINANCIAL STATEMENTS F-1iTable of ContentsABOUT THIS PROSPECTUSWe and the Underwriters have not authorized anyone to provide any information or tomake any representations other than those contained in this prospectus or in any freewriting prospectuses prepared

156、by us or on our behalf or to which we have referred youand which we have filed with the U.S.Securities and Exchange Commission(the“SEC”).We take no responsibility for,and can provide no assurance as to thereliability of,any other information that others may give you.This prospectus is anoffer to sel

157、l only the Class A Ordinary Shares offered hereby,but only undercircumstances and in jurisdictions where it is lawful to do so.We are not making anoffer to sell these securities in any jurisdiction where the offer or sale is notpermitted or where the person making the offer or sale is not qualified

158、to do so orto any person to whom it is not permitted to make such offer or sale.For theavoidance of doubt,no offer or invitation to subscribe for our ClassA OrdinaryShares is made to the public in the Cayman Islands.The information contained in thisprospectus is current only as of the date on the fr

159、ont cover of the prospectus.Ourbusiness,financial condition,results of operations and prospects may have changedsince that date.Commonly Used Defined TermsUnless otherwise indicated or the context requires otherwise,references in thisprospectus to:“Class A Ordinary Shares”refers to the Class A ordin

160、ary shares of theCompany,par value US$0.0001 per share;“Class B Ordinary Shares”refers to the Class B ordinary shares of theCompany,par value US$0.0001 per share;“Controlling Shareholder”refers to Fortune Sage Investment AdvisorsLimited,a company incorporated under the laws of British Virgin Islands

161、;“DCR Beijing”refers to Shuzhi Yunku(Beijing)Technology Co.,Ltd.,previously known as Moxing Shangxing(Beijing)Technology Co.,Ltd.prior toMarch 2024 a limited liability company organized under the laws of PRC,which is wholly-owned by DCR WFOE;“DCR Cayman”refers to DCR Tech Group Ltd,an exempted compa

162、nyincorporated under the laws of the Cayman Islands;“DCR HK”refers to DCR Tech Hongkong Limited,a limited liability companyorganized under the laws of HongKong,which is wholly-owned by DCR Cayman;“DCR WFOE”refers to Shuzhi Yunchuang(Beijing)Technology Co.,Ltd.,alimited liability company organized un

163、der the laws of the PRC,which iswholly-owned by DCR HK;“RMB”refers to the legal currency of China;“U.S.dollars,”“$,”“US$,”and“dollars”refer to the legalcurrency of the UnitedStates;“we,”“us,”“our Company,”“the Company,”“our,”“DCR Cayman”refer to DCR Tech Group Ltd;DCR Beijing and its subsidiaries co

164、nduct business in the PRC,using Renminbi,or RMB,the official currency of China.Our consolidated financial statements are presentedin United States dollars.In this prospectus,we refer to assets,obligations,commitments and liabilities in our consolidated financial statements inUnitedStates dollars.The

165、se dollar references are based on the exchange rate of RMBto UnitedStates dollars,determined as of a specific date or for a specific period.Changes in the exchange rate will affect the amount of our obligations and the valueof our assets in terms of UnitedStates dollars which may result in an increa

166、se ordecrease in the amount of our obligations(expressed in dollars)and the value of ourassets,including accounts receivable(expressed in dollars).We have relied on statistics provided by a variety of publicly-available sourcesregarding Chinas expectations of growth.We did not directly or indirectly

167、 sponsoror participate in the publication of such materials,and these materials are notincorporated in this prospectus other than to the extent specifically cited in thisprospectus.We have sought to provide current information in this prospectus andbelieve that the statistics provided in this prospe

168、ctus remain up-to-date andreliable,and these materials are not incorporated in this prospectus other than tothe extent specifically cited in this prospectus.We have 22,900,000 issued and outstanding Class A Ordinary Shares and 17,100,000issued and outstanding ClassB Ordinary shares as of the date of

169、 this prospectus.iiTable of ContentsPROSPECTUS SUMMARYThe following summary is qualified in its entirety by,and should be read inconjunction with,the more detailed information and financial statements includedelsewhere in this prospectus.In addition to this summary,we urge you to read theentire pros

170、pectus carefully,especially the risks of investing in our Class AOrdinary Shares,discussed under“Risk Factors,”before deciding whether to buyour ClassA Ordinary Shares.OverviewThe PRC subsidiaries are visual content creators in China,dedicated totransforming creative concepts into high-quality visua

171、l content for their clients.The PRC subsidiaries specialize in visual effects production for various sectors,such as film and television,over-the-top(“OTT”)video,games,animations,digital cultural tourism,advertising and extended reality(“XR”).Based on asummary of the“Global Visual Effects Market Rep

172、ort”published by Expert MarketResearch1(the“EMR Report”),the global VFX market size was approximately$35.59billion in 2023.The market is estimated to grow at a CAGR of 12.9%during 2024-2032 to reach a value of$106.04 billion by 2032.According to the“2023-2027Global Entertainment and Media Outlook:Ch

173、ina Summary”published by PwC2(the“PwCChina Outlook”),the market size OTT streaming video in China is expected to growat a CAGR of 7.41%from 2022 to 2027,while the total box office in China reached$4.54 billion in 2022 and is projected to grow to$13.20 billion in 2027 with aCAGR of 23.77%.As a drivin

174、g force in the demand of VFX production,Chinasinternet advertising reached a size of$94.75 billion in 2022 and is estimated togrow at a CAGR of 9%from 2022 to 2027.The management considers the increasingmarket size of the abovementioned sectors has fueled the growth of the PRCsubsidiaries in recent

175、years.The PRC subsidiaries comprehensive serviceofferings span the entire visual content production pipeline,from storyboarddesign,previsualization to final production.The PRC subsidiaries alsostrategically outsource selected workloads to third-party visual effect producersto streamline the producti

176、on process and improve overall project efficiency.Thisintegrated approach ensures seamless project execution,meeting the stringentdemands of clients.The PRC subsidiaries client base includes high-profilecompanies across various sectors,reflecting our ability to cater to diverse andcomplex requiremen

177、ts.The PRC subsidiaries have successfully executed numerousprojects for renowned clients in the industry,including Nova Film and XixiPictures.The agreements are typically project-based and outline the followingmaterial terms:(i)scope of work:each project involves visual effects productionfor specifi

178、c content,such as TV series;(ii)technical specifications:the format,resolution,framerate,and other technical requirements for deliverables;(iii)project duration:the duration of projects typically ranging from three months tosix months;(iv)production costs and payment schedule:the payment schedule is

179、divided into four installments:(a)the first installment is due within five daysof signing the agreement;(b)the second installment is due within five days afterthe customer approves the sample deliverable when the project is 50%complete;(c)the third installment is due within five days after the custo

180、mer approves thesample deliverable when the project is 80%complete;and(d)the final installmentis due within five days after the customer approves the sample deliverable when theproject is 100%complete;(v)bank and payment information:the details related tothe payment method and bank account informati

181、on;(vi)rights and obligations:customary clauses outline the rights and obligations of both parties;(vii)intellectual property and confidentiality:standard clauses regarding intellectualproperty,confidentiality,representations,and warranties,such as stipulatingthat all project deliverables belong to

182、the customer,all project-relatedinformation must remain confidential,and any party in breach of the agreement mustremedy the situation appropriately.The PRC subsidiaries leverage the proprietary DCR Hub system,which is the self-developed production management ecosystem.As components of the DCR Hub,t

183、he PRCsubsidiaries have developed a robust portfolio of proprietary tools,software,andplug-ins that enhance production capabilities and workflow management,allowing thePRC subsidiaries to deliver visually stunning and technically sophisticated contentfrom a robust operational workflow.In addition to

184、 traditional visual contentproduction,the PRC subsidiaries have expanded into virtual reality content,capitalizing on the growing demand for immersive experiences._1https:/ visited June 2,2024)2PwC,https:/ visited June 2,2024)1Table of ContentsThe PRC subsidiaries generate revenue primarily by provi

185、ding visual contentproduction service,mainly through fixed-price contracts and milestone-basedpayments.Clients that the PRC subsidiaries serve include producers,productionmanagers,and visual effect producers from various sectors.The PRC subsidiariesstrategically outsource selected workloads to third

186、-party visual effect producersto streamline the production process and improve overall project efficiency.SinceDCR Beijings inception in 2021,the PRC subsidiaries have served approximately 30clients.During the fiscalyears ended June30,2024 and 2023,they served 17 and16 clients,respectively.For the f

187、iscalyears ended June30,2024 and 2023,wehad revenue of$15.86million and$5.53million,respectively,and net income of$1.19million and$0.40million,respectively.Competitive AdvantagesWe believe that the following competitive strengths are essential for the PRCsubsidiaries success and differentiate us fro

188、m our competitors:Proprietary Production Management EcosystemThe DCR Hub SystemThe PRC subsidiaries DCR Hub integrates software,tools,and plugins to streamlineand enhance stages of the visual effects production process,enhancing productioncapabilities and workflow efficiency.Key features of the DCR

189、Hub include rapidconcept generation,precise recognition,correction and edge optimization,high-performance rendering,and workflow management.By integrating these features,theDCR Hub system significantly enhances the PRC subsidiaries productioncapabilities,allowing the PRC subsidiaries to deliver visu

190、ally sophisticatedcontent.Highly Experience Management and TeamOur senior management team,led by Chief Executive Officer(“CEO”),Director andChairman of the Board,Jianru Yang and Chief Financial Officer(“CFO”)andDirector,Yang Li,brings their experience in business management,finance,and theEntertainm

191、ent and Media(“E&M”)industry,driving growth and innovation.The PRCsubsidiaries team of skilled professionals,including artists,animators,andtechnical experts,excels in visual content creation across 3D animation,motiongraphics,and virtual reality.This expertise enables them to execute complexproject

192、s for high-profile clients like Nova Film and Xixi Pictures.The managementbelieves their track record of past projects results have established long-termrelationships and a strong reputation for reliability and innovation.Comprehensive Production Management WorkflowThe PRC subsidiaries manage the en

193、tire visual content production process,fromstoryboard creation to final production,aiming to ensure high quality and timelydelivery.By outsourcing selected tasks to third-party creators,the PRCsubsidiaries seek to optimize efficiency and control costs.Their in-house teamfocuses on handling complex v

194、isual effects,which the management considers criticalto maintaining a high standard of output.This combination of in-house expertiseand strategic outsourcing reflects the PRC subsidiaries approach to deliveringvisually sophisticated content.Our Growth StrategyWe intend to implement the following gro

195、wth strategies to further develop ourbusiness:Expanding Our Business into Immersive Application Scenarios for DigitalCultural TourismWe aim to capitalize on the growing demand for immersive experiences,particularlyin extended reality(XR)applications for digital cultural tourism.Leveraging theDCR Hub

196、 system,we will focus on developing high-quality visual content for XR,concentrating on content creation rather than accompanying services.By expandinginto this area,we seek to boost our business exposure and reputation.Our Researchand Development(“R&D”)will enhance the DCR Hubs capabilities,focusin

197、g onfaster,higher-quality rendering and improved handling of complex interactiveelements,aligning with increasing demand for XR technology.2Table of ContentsContinuing Our Investment in R&D of Proprietary TechnologiesContinuous innovation of the DCR Hub is essential to maintaining our competitiveedg

198、e.We will invest in research and development to enhance its features andfunctionalities,focusing on new tools that streamline the visual content creationprocess.We aim to automate repetitive tasks,optimize resource allocation,andimprove overall efficiency.A key focus will be on enhancing the DCR Hub

199、scapabilities for immersive content creation,supporting our expansion in this area.We plan to allocate 30%of the net proceeds from this offering to R&D for the DCRHub system.Talent Acquisition and Continuous TrainingSkilled professionals are crucial to our business growth.We will recruit expertsin v

200、isual effects,3D animation,and XR content creation to handle increasinglycomplex projects and drive innovation.We plan to invest in continuous trainingprograms,including workshops,certifications,and seminars,to keep our teamupdated on the latest industry trends.To retain top talent,we will offercomp

201、etitive compensation,career advancement opportunities,and a supportive workenvironment.We intend to allocate 20%from the offering proceeds for talentacquisition and employee training.Our Corporate History and StructureDCR Tech Group Ltd,or DCR Cayman,is a holding company incorporated in the CaymanIs

202、lands with no material operations of our own and not a Chinese operating company.DCR Cayman conducts its operations in China through its PRC subsidiaries,includingDCR Beijing and DCR Qingdao.This is an offering of securities of the offshoreholding company in the Cayman Islands,instead of securities

203、of the operatingentity in China.Therefore,you will not directly hold any equity interests in theoperating entity.Further,DCR Cayman controls and receives the economic benefitsof its PRC subsidiaries business operation,if any,through equity ownership.Wedo not use a Variable Interest Entity(VIE)struct

204、ure.DCR Caymans issued share capital is a dual class structure consisting of Class AOrdinary Shares and Class B Ordinary Shares.Holders of Class A Ordinary Shares andClass B Ordinary Shares have the same rights except for voting right,conversionright,the right to requisite a general meeting and conv

205、ersion upon transferpursuant to the provisions of our amended and restated memorandum and articles ofassociation.In respect of matters requiring a vote of all shareholders,eachholder of Class A Ordinary Shares will be entitled to one vote per one Class AOrdinary Share and each holder of Class B Ordi

206、nary Shares will be entitled to 20votes per one Class B Ordinary Share.The Class A Ordinary Shares are notconvertible into shares of any other class.The Class B Ordinary Shares areconvertible into Class A Ordinary Shares at any time after issuance at the optionof the holder on a one-to-one basis.The

207、 directors may convene general meetingswhenever they think fit.General meetings shall also be convened on the writtenrequisition of one or more of the shareholders who(together)hold at least one-tenth of issued Class B Ordinary Shares in accordance with the notice provisions inthe articles,specifyin

208、g the purpose of the meeting and signed by each of theshareholders making the requisition.In connection with this offering,we have undertaken a reorganization of ourcorporate structure(the“Reorganization”)in the following steps:on May 31,2024,DCR Cayman was incorporated as an exempted companylimited

209、 by shares in the Cayman Islands;on June 21,2024,DCR Cayman incorporated its wholly owned subsidiary,DCRHK,in Hong Kong SAR;on August 2,2024,DCR HK incorporated its wholly owned subsidiary,DCRWFOE,in the PRC,andon August 6,2024,DCR WFOE acquired 100%equity interest of DCR Beijing.As a result,DCR Bei

210、jing became a wholly-owned subsidiary of DCR WFOE.3Table of ContentsThe followingdiagram illustrates our corporate structure as of the date of thisprospectus and upon completion of this offering based on a proposed number of2,000,000 ClassA Ordinary Shares being offered,assuming the Representative d

211、oesnot exercise its over-allotment option.For more detail on our corporate history,please refer to“BusinessCorporate History and Structure”beginning on page65 of this prospectus._*DCR TECH GROUP LTD is a holding company with no operation of its own.The Class A OrdinaryShares offered in this prospect

212、us are those of DCR TECH GROUP LTD.DCR Cayman is a Cayman Islands exempted company incorporated on May31,2024.As aholding company with no significant assets or operation,it conducts business inChina through its PRC subsidiaries,including DCR Beijing and its subsidiary.DCR HK was incorporated on June

213、21,2024 under the law of HongKong SAR.DCR HKis the wholly-owned subsidiary of DCR Cayman and is currently not engaging in anyactive business and merely acting as a holding company.DCR WFOE was incorporated on August2,2024,under the laws of the PRC.It is awholly-owned subsidiary of DCR HK and a wholl

214、y foreign-owned entity under the PRClaws.The registered principal activity of the company is technical services,technical development,technical consulting,technical exchange,technologytransfer,technology promotion;consulting and planning services;businessmanagement consulting;information consulting

215、services(excluding licensedinformation consulting services);information technology consulting services;advertising production;advertising publication;advertising design and agencyservices;graphic design;professional design services;conference and exhibitionservices;copyright agency.DCR WOFE is curre

216、ntly not engaging in any activebusiness and merely acting as a holding company.DCR Beijing previously known as Moxing Shangxing(Beijing)Technology Co.,Ltd.prior to March2024 was incorporated on December7,2021 under the laws of thePeoples Republic of China.It is a wholly-owned subsidiary of DCR WFOE.

217、Theregistered principal activity of the company is technical services,technicaldevelopment,technical consulting,technical exchange,technology transfer,technology promotion;advertising design and agency services;advertisingpublication;advertising production;conference and exhibition services;copyrigh

218、tagency;software development;marketing planning;corporate image planning;videoand photography production services;graphic design;professional design services.DCR Beijing is one of our operating entities.4Table of ContentsDCR Qingdao was incorporated on May 16,2024 under the laws of the PeoplesRepubl

219、ic of China.It is a wholly-owned subsidiary of DCR WFOE.The registeredprincipal activity of the company is technical services,technical development,technical consulting,technical exchange,technology transfer,technologypromotion;advertising design and agency services;advertising publication;advertisi

220、ng production;conference and exhibition services;copyright agency;software development;marketing planning;corporate image planning;video andphotography production services;graphic design;professional design services.DCRQingdao currently has no operation as of the date of this prospectus.Coronavirus(

221、COVID-19)UpdateThe ongoing outbreak of a novel strain of coronavirus(COVID-19)has resulted inquarantines,travel restrictions,and the temporary closure of stores and businessfacilities globally for the past years.In March 2020,the World HealthOrganization declared the COVID-19 to be a pandemic.In lig

222、ht of the uncertain andrapidly evolving situation relating to the spread of COVID-19,we have takenprecautionary measures intended to minimize the risk of the virus to our employeesand the communities in which we operate,including temporarily closing our officesand virtualizing,postponing,or cancelin

223、g user,developer,creator,employee,orindustry events,which may negatively impact our business.From 2020 to 2022,China implemented various restrictive measures in response tothe COVID-19 pandemic,including imposing lockdowns and other restrictions fromtime to time.Since January 8,2023,China government

224、 has loosened itsrestrictions.However,there are still uncertainties ofthe COVID-19pandemicsfuture impact,and the extent of the impact will depend on a number offactors,including the duration and severity of the COVID-19 variations;and themacroeconomic impact of government measures to contain the spr

225、ead of COVID-19variations and related government stimulus measures.We cannot assure you thatfinancing will be available in amounts or on terms acceptable to us,if at all.The full extent to which theCOVID-19pandemic and the various responses to itimpact our business,operations,and financial results w

226、ill depend on numerousevolving factors that we may not be able to accurately predict,including:the duration and scope of the pandemic,including any potential futurewaves of the pandemic;governmental,business,and individuals actions that have been andcontinue to be taken in response to the pandemic;t

227、he availability of and cost to access the capital markets;the effect of the pandemic on our developers;disruptions or restrictions on our employees ability to work and travel;andinterruptions related to our infrastructure and partners.Summary of Risk FactorsInvesting in our ClassA Ordinary Shares in

228、volves a high degree of risk.Below is asummary of material factors that make an investment in our ClassA Ordinary Sharesspeculative or risky.Importantly,this summary does not address all of the risksthat we face.Please refer to the information contained in and incorporated byreference under the head

229、ing“Risk Factors”on page22 of this prospectus.Risks Related to Our Corporate StructureRisks related to our corporate structure,beginning on page 22 of this prospectus,include but are not limited to the following:Our corporate actions will be substantially controlled by our ControllingShareholder,For

230、tune Sage Investment Advisors Limited,which will have theability to control or exert significant influence over important corporatematters that require approval of shareholders,which may deprive you of anopportunity to receive a premium for your Class A Ordinary Shares andmaterially reduce the value

231、 of your investment.Additionally,we may bedeemed to be a“controlled company”and may follow certain exemptionsfrom certain corporate governance requirements that could adversely affectour public shareholders.See“Risk Factors Risks Related to OurCorporate Structure Our corporate actions will be substa

232、ntiallycontrolled by our Controlling Shareholder,Fortune Sage InvestmentAdvisors Limited,which will have5Table of Contentsthe ability to control or exert significant influence over importantcorporate matters that require approval of shareholders,which may depriveyou of an opportunity to receive a pr

233、emium for your Class A OrdinaryShares and materially reduce the value of your investment.Additionally,we may be deemed to be a“controlled company”and may follow certainexemptions from certain corporate governance requirements that couldadversely affect our public shareholders.”on page 22.We are a ho

234、lding company and will rely on dividends paid by oursubsidiaries for our cash needs.Any limitation on the ability of oursubsidiaries to make dividend payments to us,or any tax implications ofmaking dividend payments to us,could limit our ability to pay our parentcompany expenses or pay dividends to

235、holders of our Class A OrdinaryShares.See“Risk Factors Risks Related to Our Corporate Structure We are a holding company and will rely on dividends paid by oursubsidiaries for our cash needs.Any limitation on the ability of oursubsidiaries to make dividend payments to us,or any tax implications ofma

236、king dividend payments to us,could limit our ability to pay our parentcompany expenses or pay dividends to holders of our Class A OrdinaryShares.”on page 23.Risks Related to Doing Business in ChinaRisks related to doing business in China,beginning on page 23 of this prospectus,include but are not li

237、mited to the following:The approval,filing,or other procedures of the CSRC or other PRCregulatory authorities may be required in connection with this offeringunder PRC laws,regulations,and rules.See“Risk Factors Risks Relatedto Doing Business in China The approval,filing,or other procedures ofthe CS

238、RC or other PRC regulatory authorities may be required in connectionwith this offering under PRC laws,regulations,and rules.”on page 23.The Chinese government has significant oversight and discretion over ouroperating subsidiaries business operations and may intervene orinfluence our operating subsi

239、diaries operations at any time.Actions bythe PRC government to exert control over offerings conducted overseas by,and foreign investment in,China-based issuers could result in a materialchange in our operating subsidiaries operations,and our Ordinary Sharescould decline in value or become worthless.

240、See“Risk Factors RisksRelated to Doing Business in China The Chinese government hassignificant oversight and discretion over our operating subsidiariesbusiness operations and may intervene or influence our operatingsubsidiaries operations at any time.Actions by the PRC government toexert control ove

241、r offerings conducted overseas by,and foreign investmentin,China-based issuers could result in a material change in our operatingsubsidiaries operations,and our Ordinary Shares could decline in valueor become worthless.”on page 25.Recent statements by the Chinese government have indicated an intent

242、toexert more oversight and control over offerings that are conductedoverseas and/or foreign investments in China-based issuers.Any futureaction or control by the PRC government over offerings conducted overseasand/or foreign investment in China-based issuers could significantly limitor completely hi

243、nder our ability to offer or continue to offer securitiesto investors and could cause the value of such securities to significantlydecline or be worthless.See“Risk Factors Risks Related to DoingBusiness in China Recent statements by the Chinese government haveindicated an intent to exert more oversi

244、ght and control over offeringsthat are conducted overseas and/or foreign investments in China-basedissuers.Any future action or control by the PRC government over offeringsconducted overseas and/or foreign investment in China-based issuers couldsignificantly limit or completely hinder our ability to

245、 offer or continueto offer securities to investors and could cause the value of suchsecurities to significantly decline or be worthless.”on page 26.We may be influenced by changes in the economic policies of the PRCgovernment.See“Risk Factors Risks Related to Doing Business in China We may be influe

246、nced by changes in the economic policies of the PRCgovernment.”on page 26.There may be changes from time to time in the interpretation andapplication of the laws of mainland China,and any failure to comply withlaws and regulations could have a material adverse effect on our business,results of opera

247、tions,financial condition and the value of oursecurities.See“Risk Factors Risks Related to Doing Business in China There may be changes from time to time in the interpretation andapplication6Table of Contentsof the laws of mainland China,and any failure to comply with laws andregulations could have

248、a material adverse effect on our business,resultsof operations,financial condition and the value of our securities.”onpage 26.PRC regulation of loans to,and direct investments in,PRC entities byoffshore holding companies may delay or prevent us from making loans oradditional capital contributions to

249、 the WFOE and its subsidiaries andthereby prevent us from funding our business.See“Risk Factors RisksRelated to Doing Business in China PRC regulation of loans to,anddirect investments in,PRC entities by offshore holding companies maydelay or prevent us from making loans or additional capital contri

250、butionsto the WFOE and its subsidiaries and thereby prevent us from funding ourbusiness.”on page 27.It may be difficult for overseas regulators to conduct investigations orcollect evidence within the PRC.See“Risk Factors Risks Related toDoing Business in China It may be difficult for overseas regula

251、tors toconduct investigations or collect evidence within the PRC.”on page 27.Conversion of RMB to and from other currencies may be subject togovernmental oversight in China.See“Risk Factors Risks Related toDoing Business in China Conversion of RMB to and from other currenciesmay be subject to govern

252、mental oversight in China.”on page 28.PRC regulations relating to the establishment of offshore special purposecompanies by PRC residents may subject our PRC resident beneficial ownersor WFOE to liability or penalties,limit our ability to inject capitalinto WFOE,limit WFOEs ability to increase its r

253、egistered capital ordistribute profits to us,or may otherwise adversely affect us.See“RiskFactors Risks Related to Doing Business in China PRC regulationsrelating to the establishment of offshore special purpose companies by PRCresidents may subject our PRC resident beneficial owners or WFOE toliabi

254、lity or penalties,limit our ability to inject capital into WFOE,limit WFOEs ability to increase its registered capital or distributeprofits to us,or may otherwise adversely affect us.”on page 28.The M&A Rules and certain other PRC regulations establish procedures forsome acquisitions of Chinese comp

255、anies by foreign investors,which mayaffect our pursuit of growth through acquisitions in China.See“RiskFactors Risks Related to Doing Business in China The M&A Rules andcertain other PRC regulations establish procedures for some acquisitionsof Chinese companies by foreign investors,which may affect

256、our pursuit ofgrowth through acquisitions in China.”on page 29.Trading in our securities may be prohibited under the HFCAA and as aresult an exchange may determine to delist our securities if it is laterdetermined that the PCAOB is unable to inspect or investigate completelyour auditor because of a

257、position taken by an authority in a foreignjurisdiction.See“Risk Factors Risks Related to Doing Business inChina Trading in our securities may be prohibited under the HFCAA andas a result an exchange may determine to delist our securities if it islater determined that the PCAOB is unable to inspect

258、or investigatecompletely our auditor because of a position taken by an authority in aforeign jurisdiction.”on page 35.The recent joint statement by the SEC and PCAOB,proposed rule changessubmitted by Nasdaq,and the Holding Foreign Companies Accountable Act allcall for additional and more stringent c

259、riteria to be applied to emergingmarket companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by thePCAOB.These developments could add uncertainties to our offering.See“Risk Factors Risks Related to Doing Business in China The recentjoint

260、statement by the SEC and PCAOB,proposed rule changes submitted byNasdaq,and the Holding Foreign Companies Accountable Act all call foradditional and more stringent criteria to be applied to emerging marketcompanies upon assessing the qualification of their auditors,especiallythe non-U.S.auditors who

261、 are not inspected by the PCAOB.Thesedevelopments could add uncertainties to our offering.”on page 33.To the extent cash or assets in the business is in the PRC or HongKongor a PRC or HongKong entity,the funds or assets may not be available tofund operations or for other use outside of the PRC or Ho

262、ngKong due tothe imposition of restrictions and limitations on the ability of us or oursubsidiaries by the PRC government to transfer cash or assets.See“RiskFactors Risks Related to Doing Business in ChinaTo the extent cashor assets in the business is in the PRC or Hong Kong or a PRC or Hong Kongent

263、ity,the7Table of Contentsfunds or assets may not be available to fund operations or for other useoutside of the PRC or Hong Kong due to the imposition of restrictions andlimitations on the ability of us or our subsidiaries by the PRC governmentto transfer cash or assets.”on page 31.Risks Related to

264、Our Business and IndustryRisks related to our business and industry,beginning on page 35 of thisprospectus,include but are not limited to the following:The limited operating history of the PRC subsidiaries the in rapidlyevolving industry makes it difficult to accurately forecast its futureoperating

265、results and evaluate its business prospects.See“RiskFactors Risks Related to Our Business and Industry The limitedoperating history of the PRC subsidiaries the in rapidly evolving industrymakes it difficult to accurately forecast its future operating results andevaluate its business prospects.”on pa

266、ge 35.We enter service agreements with our customers.If we fail to meet thesecontractual commitments,we could be obligated to provide refunds ofprepaid amounts or cannot receive final payments,which would lower ourrevenue and harm our business,financial condition and results ofoperations.See“Risk Fa

267、ctors Risks Related to Our Business andIndustry We enter service agreements with our customers.If we fail tomeet these contractual commitments,we could be obligated to providerefunds of prepaid amounts or cannot receive final payments,which wouldlower our revenue and harm our business,financial cond

268、ition and resultsof operations.”on page 36.Our efforts and investments in technology development may not alwaysproduce the expected results.See“Risk Factors Risks Related to OurBusiness and Industry Our efforts and investments in technologydevelopment may not always produce the expected results.”on

269、page 36.Our business is dependent on certain major customers and suppliers andchanges or difficulties in our relationships with them may harm ourbusiness and financial results.See“Risk Factors Risks Related to OurBusiness and Industry Our business is dependent on certain majorcustomers and suppliers

270、 and changes or difficulties in our relationshipswith them may harm our business and financial results.”on page 36.We are expanding fast.If we are unable to recruit,train and retaintalents,our business may be materially and adversely affected.See“RiskFactors Risks Related to Our Business and Industr

271、y We are expandingfast.If we are unable to recruit,train and retain talents,our businessmay be materially and adversely affected.”on page 37.Our business is highly dependent on our brand strength and reputation,andif we fail to maintain and enhance our brand and reputation,consumerrecognition of and

272、 trust in our services could be materially and adverselyaffected.See“Risk Factors Risks Related to Our Business and Industry Our business is highly dependent on our brand strength and reputation,and if we fail to maintain and enhance our brand and reputation,consumerrecognition of and trust in our s

273、ervices could be materially and adverselyaffected.”on page 38.We may fail to protect our intellectual properties.See“Risk Factors Risks Related to Our Business and Industry We may fail to protect ourintellectual properties.”on page 39.Risks Related to the Offering and Our ClassA Ordinary SharesRisks

274、 related to the offering and our ClassA Ordinary Shares,beginning on page 42of this prospectus,include but are not limited to the following:The trading price of the Class A Ordinary Shares is likely to bevolatile,which could result in substantial losses to investors.See“Risk FactorsRisks Related to

275、the Offering and Our Class A OrdinarySharesThe trading price of the Class A Ordinary Shares is likely tobe volatile,which could result in substantial losses to investors.”onpage 42.8Table of ContentsWe may experience extreme stock price volatility,including any stock-runup,unrelated to our actual or

276、 expected operating performance,financialcondition or prospects,making it difficult for prospective investors toassess the rapidly changing value of our Class A Ordinary Shares.See“Risk Factors Risks Related to the Offering and Our Class A OrdinaryShares We may experience extreme stock price volatil

277、ity,including anystock-run up,unrelated to our actual or expected operating performance,financial condition or prospects,making it difficult for prospectiveinvestors to assess the rapidly changing value of our ClassA OrdinaryShares.”on page 43.We have not paid dividends to our shareholders.And we do

278、 not expect topay cash dividends in the foreseeable future.See“Risk Factors RisksRelated to the Offering and Our Class A Ordinary SharesWe have notpaid dividends to our shareholders.And we do not expect to pay cashdividends in the foreseeable future.”on page 44.For as long as we are an emerging grow

279、th company,we will not be requiredto comply with certain reporting requirements.See“Risk Factors RisksRelated to the Offering and Our Class A Ordinary Shares For as long aswe are an emerging growth company,we will not be required to comply withcertain reporting requirements.”on page 44.As a foreign

280、private issuer,we are not subject to certainU.S.securities law disclosure requirements that apply to a domesticU.S.issuer,which may limit the information publicly available to ourshareholders.See“Risk Factors Risks Related to the Offering and OurClass A Ordinary Shares As a foreign private issuer,we

281、 are not subjectto certain U.S.securities law disclosure requirements that apply to adomestic U.S.issuer,which may limit the information publicly availableto our shareholders.”on page 45.Implication of Holding Foreign Companies Accountable ActU.S.laws and regulations,including the Holding Foreign Co

282、mpanies Accountable Act,or HFCAA,may restrict or eliminate our ability to complete a business combinationwith certain companies,particularly those acquisition candidates with substantialoperations in China.On March24,2021,the Securities and Exchange Commission(SEC)adopted interimfinal rules relating

283、 to the implementation of certain disclosure and documentationrequirements of the HFCAA.An identified issuer will be required to comply withthese rules if the SEC identifies it as having a“non-inspection”year under aprocess to be subsequently established by the SEC.On June 22,2021,theU.S.Senate pass

284、ed the Accelerating Holding Foreign Companies Accountable Act,andon December 29,2022,legislation entitled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”)was signed into law by PresidentBiden,which contained,among other things,an identical provision to theAccelerating Hold

285、ing Foreign Companies Accountable Act and amended the HFCAA byrequiring the SEC to prohibit an issuers securities from trading on any U.S stockexchanges if its auditor is not subject to PCAOB inspections for twoconsecutiveyears instead of three,thus reducing the time period for triggeringthe prohibi

286、tion on trading.On September22,2021,the PCAOB adopted a final ruleimplementing the HFCAA,which provides a framework for the PCAOB to use whendetermining,as contemplated under the HFCAA,whether the PCAOB is unable toinspect or investigate completely registered public accounting firms located in afore

287、ign jurisdiction because of a position taken by one or more authorities in thatjurisdiction.On December2,2021,the SEC issued amendments to finalize rules implementing thesubmission and disclosure requirements in the HFCAA.The rules apply to registrantsthat the SEC identifies as having filed an annua

288、l report with an audit reportissued by a registered public accounting firm that is located in a foreignjurisdiction and that PCAOB is unable to inspect or investigate completely becauseof a position taken by an authority in foreign jurisdictions.On December16,2021,the PCAOB issued a report on its de

289、terminations that it is unable to inspect orinvestigate completely PCAOB-registered public accounting firms headquartered inmainland China and in HongKong,because of positions taken by PRC authorities inthose jurisdictions.On August26,2022,the PCAOB announced that it had signed aStatement of Protoco

290、l(the“SOP”)with the China Securities Regulatory Commissionand the Ministry of Finance of China.The SOP,together with two protocolagreements governing inspections and investigations(together,the“SOPAgreement”),establishes a specific,accountable framework to make possiblecomplete inspections and inves

291、tigations by the PCAOB of audit firms based inmainland China and HongKong,as required under U.S.law.On December15,2022,the PCAOB announced that it was able to secure complete access to inspect andinvestigate PCAOB-registered public accounting firms headquartered in mainlandChina and HongKong complet

292、ely in 2022.The PCAOB Board vacated its previous 2021determinations that the PCAOB was unable to inspect or investigate9Table of Contentscompletely registered public accounting firms headquartered in mainland China andHongKong.However,whether the PCAOB will continue to be able to satisfactorilycondu

293、ct inspections of PCAOB-registered public accounting firms headquartered inmainland China and HongKong is subject to uncertainties and depends on a number offactors out of our and our auditors control.The PCAOB continues to demandcomplete access in mainland China and HongKong moving forward and is m

294、aking plansto resume regular inspections in early 2023 and beyond,as well as to continuepursuing ongoing investigations and initiate new investigations as needed.ThePCAOB has also indicated that it will act immediately to consider the need to issuenew determinations with the HFCAA if needed.Our audi

295、tor,TPS Thayer,LLC,the independent registered public accounting firmthat issues the audit report included in this prospectus,as an auditor ofcompanies that are traded publicly in the UnitedStates and a firm registered withthe PCAOB,is subject to laws in the UnitedStates pursuant to which the PCAOBco

296、nducts regular inspections to assess TPS Thayer,LLCs compliance with applicableprofessional standards.TPS Thayer,LLC is headquartered in Sugar Land,Texas withno branches or offices outside the UnitedStates and has been inspected by thePCAOB on a regular basis,.Therefore,we believe that,as of the dat

297、e of thisprospectus,our auditor is not subject to the determinations as to the inability toinspect or investigate registered firms completely announced by the PCAOB onDecember16,2021.However,we cannot assure you whether Nasdaq or regulatory authorities would applyadditional and more stringent criter

298、ia to us after considering the effectiveness ofour auditors audit procedures and quality control procedures,adequacy ofpersonnel and training,or sufficiency of resources,geographic reach or experienceas it relates to the audit of our financial statements.See“RiskFactors Risks Related to Doing Busine

299、ss in China The recent jointstatement by the SEC and PCAOB,proposed rule changes submitted by Nasdaq,and theHolding Foreign Companies Accountable Act all call for additional and morestringent criteria to be applied to emerging market companies upon assessing thequalification of their auditors,especi

300、ally the non-U.S.auditors who are notinspected by the PCAOB.These developments could add uncertainties to ouroffering”on page 33.Transfers of Cash to and from Our SubsidiariesDCR Tech Group Ltd,or DCR Cayman,is a holding company incorporated in the CaymanIslands with no material operations of our ow

301、n and not a Chinese operating company.DCR Cayman conducts its operations in China through its PRC subsidiaries,includingDCR Beijing and DCR Qingdao.As a holding company,we may rely on dividends andother distributions on equity paid by our subsidiaries,including those based inthe PRC,for our cash and

302、 financing requirements.If any of our PRC subsidiariesincurs debt on its own behalf in the future,the instruments governing such debtmay restrict their ability to pay dividends to us.For more detailed discussion ofhow cash and other assets are transferred among our Company and our subsidiaries,see o

303、ur condensed consolidating schedules under“Prospectus Summary Summary ofFinancial Position and Cash Flows of DCR Tech Group Ltd,”and our auditedconsolidated financial statements for the fiscal years ended June 30,2024 and2023.Our finance department supervises cash management in accordance with thein

304、structions of our management,establishing the cash operation plan andcoordinating cash management matters across subsidiaries and departments.Eachsubsidiary and department submits a cash demand plan,detailing the requestedamount and timing,which is reviewed by the finance department and summarized f

305、ormanagement.Management then approves the allocation of cash based on availablesources and priority needs.We do not currently have additional policies orprocedures governing the transfer of funds,and as of the date of this prospectus,no cash or asset transfers,including dividends or distributions,ha

306、ve occurredbetween our Company and our subsidiaries.Management regularly monitors the cashposition of each entity and prepares monthly budgets to ensure sufficient funds forobligations and adequate liquidity.In the event of a cash shortfall or liquidityissue,the Chief Financial Officer is notified,a

307、nd with board approval,anintercompany loan may be arranged in accordance with applicable PRC laws andregulations.However,due to oversight or restrictions imposed by the PRCgovernment on the ability to transfer cash or assets,funds may not be availablefor operations or other uses outside of the PRC o

308、r Hong Kong.Our equity structure is a direct holding structure.DCR Cayman is permitted underthe laws of the Cayman Islands to provide funding to our subsidiaries incorporatedin Hong Kong through loans or capital contributions without restrictions on theamount of the funds.Our subsidiary in Hong Kong

309、 SAR,DCR HK,is permitted underHong Kong laws to provide funding to our subsidiaries in the PRC.Subject to the Cayman Islands Companies Act and our amended and restated memorandumand articles of association,our Board of Directors may authorize and declare adistribution to shareholders at such time an

310、d of such an amount as they think fitif they are satisfied,on reasonable grounds,that immediately following thedistribution the value of10Table of Contentsour assets will exceed our liabilities and we will be able to pay our debts as theybecome due.Cash dividends,if any,on our Class A Ordinary Share

311、s will be paid inU.S.dollars.If we are considered a PRC tax resident enterprise for tax purposes,any dividends we pay to our overseas shareholders may be regarded as China-sourcedincome and as a result may be subject to PRC withholding tax at a rate of up to10%.Withholding tax regarding dividends is

312、 exempted in Hong Kong.The PRC has currency and capital transfer regulations that require us to complywith certain requirements for the movement of capital.The Company is able totransfer cash(US Dollars)to its PRC subsidiary through an investment(byincreasing the Companys registered capital in a PRC

313、 subsidiary).The Companyssubsidiaries within China can transfer funds to each other when necessary,throughthe way of current lending.The transfer of funds among companies are subject tothe Provisions on Private Lending Cases,which was implemented on August20,2020to regulate the financing activities

314、between natural persons,legal persons andunincorporated organizations.It is the opinion of our PRC legal counsel,Jingtian&Gongcheng,that the Provisions on Private Lending Cases does notprohibit using cash generated from one subsidiary to fund another subsidiarysoperations.We have not been notified o

315、f any other restriction which could limitour PRC subsidiaries ability to transfer cash between PRC subsidiaries.TheCompanys subsidiaries in the PRC have not transferred any earnings or cash to theCompany to date.As of the date of this prospectus,there has not been any assetsor cash transfer between

316、the holding company and its subsidiaries.As of the dateof this prospectus,no subsidiaries have paid dividends or made other distributionsto the holding company and there has not been any dividends or distributions madeto US investors.The Companys business is primarily conducted through itssubsidiari

317、es.The Company is a holding company,and its material assets consistsolely of the ownership interests held in its PRC subsidiary.The Company relies ondividends paid by its subsidiaries for its working capital and cash needs,including the funds necessary:(i)to pay dividends or cash distributions to it

318、sshareholders,(ii)to service any debt obligations and(iii)to pay operatingexpenses.As a result of PRC laws and regulations(noted below)that require annualappropriations of 10%of after-tax income to be set aside in a general reserve fundprior to payment of dividends,the Companys PRC subsidiaries are

319、restricted inthat respect,as well as in other respects noted below,in their ability totransfer a portion of their net assets to the Company as a dividend.With respect to transferring cash from the Company to its subsidiaries,increasingthe Companys registered capital in a PRC subsidiary requires the

320、filing of thelocal commerce department,while a shareholder loan requires a filing with theState Administration of Foreign Exchange or its local bureau.Aside from thedeclaration to the State Administration of Foreign Exchange,there is norestriction or limitations on such cash transfer or earnings dis

321、tribution.With respect to the payment of dividends,we note the following:1.PRC regulations currently permit the payment of dividends only out ofaccumulated profits,as determined in accordance with accounting standardsand PRC regulations(an in-depth description of the PRC regulations is setforth belo

322、w);2.Our PRC subsidiaries are required to set aside,at a minimum,10%of theirnet income after taxes,based on PRC accounting standards,each year asstatutory surplus reserves until the cumulative amount of such reservesreaches 50%of their registered capital;3.Such reserves may not be distributed as cas

323、h dividends;4.Our PRC subsidiaries may also allocate a portion of their after-taxprofits to fund their staff welfare and bonus funds;except in the eventof a liquidation,these funds may also not be distributed to shareholders;the Company does not participate in a Common Welfare Fund;and5.The incurren

324、ce of debt,specifically the instruments governing such debt,may restrict a subsidiarys ability to pay stockholder dividends or makeother cash distributions.Under the PRC Company Law,each of our PRC subsidiary is required to set aside atleast 10%of its after-tax profit each year,if any,to fund certai

325、n statutoryreserve funds until such reserve funds reach 50%of their registered capital.Inaddition,our wholly foreign-owned subsidiaries in China may allocate a portion oftheir after-tax profits based on PRC accounting standards to enterprise expansionfunds,staff bonus and welfare funds at their disc

326、retion,and their subsidiariesmay allocate a portion of their after-tax profits based on PRC accounting standardsto a surplus fund at their discretion.The statutory reserve funds and thediscretionary funds are not distributable as cash dividends.11Table of ContentsUnder existing PRC foreign exchange

327、regulations,payment of current account items,such as profit distributions and trade and service-related foreign exchangetransactions,can be made in foreign currencies without prior approval from theState Administration of Foreign Exchange,or the SAFE,by complying with certainprocedural requirements.

328、Therefore,our PRC subsidiaries are able to pay dividendsin foreign currencies to us without prior approval from SAFE,subject to thecondition that the remittance of such dividends outside of the PRC complies withcertain procedures under PRC foreign exchange regulations,such as the overseasinvestment

329、registrations by our shareholders or the ultimate shareholders of ourcorporate shareholders who are PRC residents.Approval from,or registration with,appropriate government authorities is,however,required where the RMB is to beconverted into foreign currency and remitted out of China to pay capital e

330、xpensessuch as the repayment of loans denominated in foreign currencies.The PRCgovernment may also at its discretion restrict access in the future to foreigncurrencies for current account transactions.Current PRC regulations permit our PRC subsidiaries to pay dividends to the Companyonly out of thei

331、r accumulated profits,if any,determined in accordance withChinese accounting standards and regulations.As of the date of this prospectus,there are no restrictions or limitations imposed by the Hong Kong government on thetransfer of capital within,into and out of Hong Kong(including funds from HongKo

332、ng to the PRC),except for transfer of funds involving money laundering andcriminal activities.DCR HK is permitted under the laws of Hong Kong to providefunding to DCR Cayman through dividend distribution out of profits available fordistributions.Cayman Islands law prescribes that a company may only

333、pay dividendsout of its profits or share premium,and that a company may only pay dividends if,immediately following the date on which the dividend is paid,the company remainsable to pay its debts as they fall due in the ordinary course of business.Otherthan that,there is no restrictions on DCR Caymans ability to pay dividends to itsshareholders.If,for the reasons noted above,our subsidiaries are u