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1、F-1/A 1 formf-1a.htm As filled with the U.S.Securities and Exchange Commission on March 3,2025 Registration No.333-284975 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 AMENDMENT NO.1TO FORM F-1 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Rainbow Capital Holdings Limit

2、ed(Exact name of registrant as specified in its charter)British Virgin Islands 6199 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)No.710,7/F,Wing On House,No.71 Des Voeux Road Cen

3、tral,Central,Hong KongTel:(852)3841-7454(Address,including zip code,and telephone number,including area code of registrants principal executive offices)c/o Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(800)221-0102(Name,address,including zip code,and telephone number,including

4、area code,of agent for service)Copies to:Henry Yin,Esq.Loeb&Loeb LLP2206-19 Jardine House1 Connaught PlaceCentral,Hong Kong SAR(852)3923-1111Alex Weniger-Araujo,Esq.Norly S.Jean-Charles,Esq.Loeb&Loeb LLP345 Park AvenueNew York,NY 10154(212)407-4271Fang Liu,Esq.VCL Law LLP1945 Old Gallows Road,Suite

5、260Vienna,VA 22182(703)919-7285 Approximate date of commencement of proposed sale to public:As soon as practicable after the effective date of this Registration Statement.If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the

6、 Securities Act,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the sam

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

8、t filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rul

9、e 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial a

10、ccounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.The registrant hereby amends this

11、 registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment whichspecifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,a

12、s amended,or until the registrationstatement shall become effective on such date as the U.S.Securities and Exchange Commission,acting pursuant to such Section 8(a),may determine.The information in this prospectus is not complete and may be changed.We will not sell these securities until the registra

13、tion statement filed with the U.S.Securities and ExchangeCommission is effective.This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION,March

14、 3,2025 Rainbow Capital Holdings Limited 1,375,000 Class A Ordinary Shares This is an initial public offering(the“Offering”)of 1,375,000 Class A ordinary shares with a par value of US$0.0001 each(the“Class A Ordinary Shares”)of Rainbow Capital HoldingsLimited(“RCHL”,the“Company”,“we,“our”,“us”).Foll

15、owing this Offering,9.24%of the Class A Ordinary Shares will be held by public shareholders,assuming the underwriter does notexercise the over-allotment option.We currently anticipate the initial public offering price(the“Offering Price”)to be between US$4 and US$5 per Class A Ordinary Share.Prior t

16、o this Offering,there has been no public marketfor our Class A Ordinary Shares.We intend to apply to list our Class A Ordinary Shares on the Nasdaq Capital Market under the symbol“RNBW”.This Offering is contingent upon us listing ourClass A Ordinary Shares on the Nasdaq Capital Market,or Nasdaq.Howe

17、ver,there is no assurance that such application will be approved,and if our application is not approved by Nasdaq,thisOffering cannot be completed.Our issued share capital is a dual-class structure consisting of Class A Ordinary Shares and Class B Ordinary Shares.Class A Ordinary Shares are the only

18、 class of Ordinary Shares being offeredin this Offering.Upon completion of this Offering,RCHL will have 14,875,000 Class A Ordinary Shares issued and outstanding(or 15,081,250 Class A Ordinary Shares if the underwriter exercisesits over-allotment option to purchase additional Class A Ordinary Shares

19、 in full),as well as 3,000,000 Class B Ordinary Shares issued and outstanding.Holders of Class A Ordinary Shares and ClassB Ordinary Shares have the same rights except for voting right.Each of the Class A Ordinary Shares is entitled to one(1)vote on all matters subject to a vote at general meetings

20、of shareholders ofRCHL,while each of the Class B Ordinary Shares is entitled to twenty(20)votes.For more detailed description of risks related to the dual-class structure,please see“Risk FactorsRisks related toour Class A Ordinary Shares and this OfferingThe dual-class structure of our Ordinary Shar

21、es will have the effect of concentrating voting control with our Controlling Shareholders,which willhold in the aggregate 98.16%of the voting power of our Ordinary Shares following the completion of this Offering,preventing you and other shareholders from influencing significant decisions,including

22、the election of directors,amendments to our constitutional documents and any merger,consolidation,sale of all or substantially all of our assets,or other major corporate transactionrequiring shareholder approval”.We will be considered a“controlled company”under Nasdaq corporate governance rules as w

23、e currently expect that more than 50%of our voting power will be held by an individual,a group oranother company immediately following the consummation of this Offering.Upon completion of this Offering,Mr.Choi Tan Yee(“Mr.Choi”)and Mr.Leung Ho Ming Danny(“Mr.Leung”),ourexecutive directors and co-cha

24、irman,will be able to exercise 98.16%of the aggregate voting power of our issued and outstanding Ordinary Shares,assuming that the underwriter does not exercise itsover-allotment option.Investing in our Class A Ordinary Shares involves a high degree of risk,including the risk of losing your entire i

25、nvestment.See“Risk Factors”beginning on page 7 to read about factors youshould consider before buying our Class A Ordinary Shares.Rainbow Capital Holdings Limited,or RCHL,is a holding company incorporated in the British Virgin Islands(the“BVI”).As a holding company with no material operations,RCHLco

26、nducts all of its operations through its operating entity,Rainbow Capital(HK)Limited(the“Operating Subsidiary”or“Rainbow Capital”),a company incorporated in Hong Kong.Investors in our Class A Ordinary Shares should be aware that they will not and may never directly hold equity interests in our Opera

27、ting Subsidiary,but rather purchasing equity solelyin RCHL,the BVI holding company.This structure involves unique risks to the investors,and the PRC regulatory authorities could disallow this structure,which would likely result in amaterial change in RCHLs operations and/or a material change in the

28、value of the securities RCHL is registering for sale,including that such event could cause the value of suchsecurities to significantly decline or become worthless.Furthermore,shareholders may face difficulties in enforcing their legal rights under United States securities laws against ourdirectors

29、and officers who are located outside of the United States.All of our operations are conducted by our wholly-owned Operating Subsidiary in Hong Kong,which is a special administrative region of the PRC.We currently do not have anyoperations in Mainland China.We(i)do not have any operation or maintain

30、an office or personnel in Mainland China;and(ii)do not have or intend to have any contractualarrangements to establish a variable interest entity(“VIE”)structure with any entity in Mainland China.ii However,since our operations are located in Hong Kong,which is a special administrative region of the

31、 PRC,we are subject to certain legal and operational risks associated with ouroperations in Hong Kong.We may be subject to unique risks due to uncertainty of the interpretation and the application of the PRC laws and regulations,including but not limited to thecybersecurity,mergers and acquisitions

32、and the oversight and control over overseas securities offerings by the PRC government.We are also subject to the risks of uncertainty about anyfuture actions of the PRC government or authorities in Hong Kong in this regard.The PRC government may exert significant oversight or control over offerings

33、 conducted overseasand/or foreign investments in Hong Kong based issuers.See“Risk Factors Risks Related to Doing Business in Hong Kong”.We are aware that,in recent years,the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in Mai

34、nland China,including cracking down on illegal activities in the securities market,enhancing supervision over Mainland China-based companies listed overseas using a VIE structure,adopting newmeasures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.

35、This indicated the PRC governments intent to exert more oversight andcontrol over offerings that are conducted overseas and/or foreign investments in Mainland China-based issuers.On February 17,2023,the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Do

36、mestic Companies(the“Trial Measures”)and fivesupporting guidelines,which came into effect on March 31,2023.According to the Trial Measures,an issuer shall be required to go through the filing procedures with the CSRC if thefollowing criteria are met at the same time:(i)50%or more of the issuers oper

37、ating revenue,total profit,total assets or net assets as documented in its audited consolidated financialstatements for the most recent accounting year is accounted for by Mainland China companies;and(ii)the main parts of the issuers business activities are conducted in Mainland Chinaor its main pla

38、ces of business are located in Mainland China,or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled inMainland China.If the above criteria are both met,among other requirements,(i)domestic companies that seek to offer or list their securit

39、ies overseas,both directly and indirectly,should fulfil the filing procedures with the CSRC.If a domestic company fails to complete the filing procedures,such domestic company may be subject to administrative penalties;and(ii)where a domestic company seeks to indirectly offer and list its securities

40、 in an overseas market,the issuer shall designate a major domestic operating entity responsible for all filingprocedures with the CSRC,and such filings shall be submitted to the CSRC within three business days after the submission of the overseas offering and listing application.As advised by our PR

41、C Counsel,we are not required to conduct filing with or obtain the approval from the CSRC or other relevant PRC governmental authorities for the listing andtrading of our securities on Nasdaq under the Trial Measures because as of the date of this prospectus,our Operating Subsidiary is incorporated

42、and located in Hong Kong and operatestherein without any business operation,subsidiary or VIE structure in Mainland China,and we do not maintain any office or personnel in Mainland China.However,there is noguarantee that this will continue to be the case in the future in relation to the continued li

43、sting of our securities on a securities exchange outside of the PRC,or even when such permissionis obtained,it will not be subsequently denied or rescinded.Our Class A Ordinary Shares may be prohibited from trading on a national exchange under the Holding Foreign Companies Accountable Act(the“HFCAA”

44、)if the Public CompanyAccounting Oversight Board(the“PCAOB”)is unable to inspect our auditor.Furthermore,on June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign CompaniesAccountable Act(the“AHFCAA”),which was signed into law on December 29,2022,amending the HFCAA to require the Securi

45、ties and Exchange Commission(“SEC”)to prohibit anissuers securities from trading on any U.S.stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years.Our auditor,Enrome LLP,the independent registered public accounting firm that issues the audit report of our Company

46、 included in this prospectus,as an auditor of companies thatare traded publicly in the United States and a firm registered with the PCAOB,is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assessits compliance with the applicable professional standard

47、s.Our auditor is currently subject to PCAOB inspections and the PCAOB is able to inspect our auditor.As of the date of thisprospectus,our auditor is not subject to the PCAOB determinations.However,in the event it is later determined that the PCAOB is unable to inspect or investigate completely our a

48、uditor,such lack of inspection could cause the trading in our Companys securities to be prohibited under the HFCAA,and ultimately result in a determination by a securities exchange to delistour Companys securities.On August 26,2022,the China Securities Regulatory Commission,or CSRC,the Ministry of F

49、inance of the PRC,and PCAOB signed a Statement of Protocol,or the Protocol,governing inspections and investigations of audit firms based in Mainland China and Hong Kong.Pursuant to the Protocol,the PCAOB has independent discretion to select any issueraudits for inspection or investigation and has th

50、e unfettered ability to transfer information to the SEC.However,uncertainties still exist whether this new framework will be fully compliedwith.Cash is transferred through our organization in the following manner:(i)funds are transferred from RCHL,our holding company incorporated in the BVI,to our O

51、peratingSubsidiary in Hong Kong in the form of capital contributions or loans,as the case may be;and(ii)dividends or other distributions may be paid by our Operating Subsidiary in HongKong to RCHL.If RCHL intends to distribute dividends to its shareholders,it will depend on payment of dividends from

52、 our Operating Subsidiary to RCHL in accordance with the lawsand regulations of Hong Kong,and the dividends will be distributed by RCHL to all shareholders respectively in proportion to the shares they hold,regardless of whether the shareholdersare U.S.investors or investors in other countries or re

53、gions.Our Company relies on dividends paid by our Operating Subsidiary for its cash requirements,including funds to pay any dividends and other cash distributions to its shareholders,service any debt it may incur and pay its operating expenses.Our Companys ability to pay dividends to its shareholder

54、s will depend on,among other things,the availability of dividendsfrom our Operating Subsidiary.iii Investing in our Class A Ordinary Shares involves a high degree of risk.Please see“Risk Factors”beginning on page 7 of the prospectus for more information.We are both an“emerging growth company”and a“f

55、oreign private issuer”as defined under the federal securities laws and,as such,will be subject to reduced public companyreporting requirements.See“Prospectus Summary Implications of Our Being an Emerging Growth Company and a Foreign Private Issuer”for additional information.Neither the SEC nor any s

56、tate securities commission nor any other regulatory body has approved or disapproved the listing of our securities or determined if this prospectus istruthful or complete.Any representation to the contrary is a criminal offense.Per Share Total(4)Offering price(1)US$4.00 US$5,500,000 Underwriting dis

57、counts(2)US$0.28 US$385,000 Proceeds to the Company after underwriting discounts but before other expenses(3)US$3.72 US$5,115,000 (1)The initial public offering price per share is assumed as US$4,which is the low point of the range set forth on the cover page of this prospectus.(2)We have agreed to

58、pay the underwriter a discount equal to 7%of the gross proceeds of this Offering.For a description of the other compensation to be received by the underwriter,see“Underwriting”beginning on page 137.(3)Excludes fees and expenses payable to the underwriter.(4)Assumes that the underwriter does not exer

59、cise any portion of the over-allotment option.This Offering is being conducted on a firm commitment basis.The underwriter is obligated to take and pay for all of the shares offered by the Company if any such shares are not taken.We havegranted the underwriter an option,exercisable one or more times

60、in whole or in part,to purchase up to 15%additional Class A Ordinary Shares from us at the initial public offering price,lessunderwriting discounts,within 45 days from the closing of this Offering to cover over-allotments,if any.If the underwriter exercises the option in full,assuming the public off

61、ering price per share isUS$4 which is the low point of the range set forth on the cover page of this prospectus,the total underwriting discounts payable will be US$442,750,and the total proceeds to us,after underwritingdiscounts but before expenses,will be US$5,882,250.If we complete this Offering,n

62、et proceeds will be delivered to us on the closing date.The underwriter expects to deliver the Class A Ordinary Shares against payment as set forth under“Underwriting”,on or about*,2025.CATHAY SECURITIES,INC.Prospectus dated*,2025 iv TABLE OF CONTENTS PagePROSPECTUS SUMMARY 1THE OFFERING 6RISK FACTO

63、RS 7SPECIAL NOTES REGARDING FORWARD-LOOKING STATEMENTS 37USE OF PROCEEDS 39DIVIDEND POLICY 40CORPORATE HISTORY AND STRUCTURE 41CAPITALIZATION 42DILUTION 43MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 44INDUSTRY 64BUSINESS 79REGULATIONS 95MANAGEMENT 106PRINCIPA

64、L SHAREHOLDERS 114RELATED PARTY TRANSACTIONS 115DESCRIPTION OF SHARE CAPITAL 116SHARES ELIGIBLE FOR FUTURE SALE 128TAXATION 130ENFORCEABILITY OF CIVIL LIABILITIES 136UNDERWRITING 137EXPENSES RELATED TO THIS OFFERING 140LEGAL MATTERS 140EXPERTS 140WHERE YOU CAN FIND ADDITIONAL INFORMATION 140INDEX TO

65、 CONSOLIDATED FINANCIAL STATEMENTS F-1 Until and including _,2025(the 25 days after the date of this prospectus),all dealers effecting transactions in these securities,whether or not participating in this Offering,may be required to deliver a prospectus.This is in addition to a dealers obligation to

66、 deliver a prospectus when acting as an underwriter and with respect to an unsold allotment orsubscription.We have not,and the underwriter has not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writingprospectu

67、ses prepared by us or on our behalf or to which we have referred you.If anyone provides you with different or inconsistent information,you should not rely on it.We are not,and theunderwriter is not,making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted

68、or where the person making the offer or sale is not qualified to do so or to anyperson to whom it is not permitted to make such offer or sale.For the avoidance of doubt,no offer or invitation to subscribe for Class A Ordinary Shares is made to the public in the BVI.You shouldnot rely upon any inform

69、ation about us that is not contained in this prospectus or in one of our public reports filed with the SEC and incorporated into this prospectus.The information in thisregistration statement is not complete and is subject to change.No person should rely on the information contained in this document

70、for any purpose other than participating in our proposed Offering,and only the prospectus dated hereof is authorized by us to be used in connection with our proposed Offering.Our business,financial condition,results of operations,and prospects may have changedsince that date.v CONVENTIONS THAT APPLY

71、 TO THIS PROSPECTUS Except where the context otherwise requires and for purposes of this prospectus only,references to:“AI”refers to artificial intelligence;“Amended and Restated Memorandum and Articles of Association”refers to the Amended and Restated Memorandum and the Amended and Restated Article

72、s;“Amended and Restated Articles”refers to the amended and restated articles of association of Rainbow Capital Holdings Limited,adopted on February 14,2025 and filed with the Registryof Corporate Affairs of the BVI on February 14,2025;“Amended and Restated Memorandum”refers to the amended and restat

73、ed memorandum of association of RCHL adopted on February 14,2025 and filed with the Registry of CorporateAffairs of the BVI on February 14,2025;“BVI”refers to the British Virgin Islands;“BVI Act”refers to the BVI Business Companies Act(as amended from time to time);“CAGR”refers to compounded annual

74、growth rate,the year-on-year growth rate over a specific period of time;“Code of Conduct”refers to the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission of Hong Kong;“Controlling Shareholders”refer to Mr.Choi and Mr.Leung,being executive directors and c

75、o-chairman of our Company;“Class A Ordinary Shares”refer to the class A ordinary shares of RCHL with a par value of US$0.0001 each;“Class B Ordinary Shares”refer to the class B ordinary shares of RCHL with a par value of US$0.0001 each;“CSRC”refers to the China Securities Regulatory Commission;“ESG”

76、refers to environmental,social,and governance;“FinTech”refers to financial technology;“FRR”refers to the Securities and Futures(Financial Resources)Rules(Chapter 571N of the Laws of Hong Kong),as amended,supplemented or otherwise modified from time to time;“FY2023”and“FY2024”refer to the fiscal year

77、s ended September 30,2023 and 2024,respectively;“Frost&Sullivan”refers to Frost&Sullivan Limited,an independent industry consultant commissioned by our Company;“Frost&Sullivan Report”refers to the industry report on the overview of the industry in which our Operating Subsidiary operates,prepared by

78、Frost&Sullivan and commissioned by theCompany;“GEM Listing Rules”refer to the Rules Governing the Listing of Securities on GEM,as amended,supplemented or otherwise modified from time to time;“Hong Kong Counsel”refers to Mr.Poon Chi Kin Billy,barrister-at-law of Hong Kong,who is an independent third

79、party;“Hong Kong dollar(s)”,or“HK$”refers to the legal currency of Hong Kong;“Hong Kong”refers to the Hong Kong Special Administrative Region of the Peoples Republic of China;vi “Hong Kong Stock Exchange”refers to The Stock Exchange of Hong Kong Limited;“IPO(s)”refers to initial public offering(s),t

80、he listing of a companys shares on a stock exchange;“KYC”refers to know-your-client;“Licensed Representative(s)”refers to an individual who is granted a license under section 120(1)or 121(1)of the SFO to carry on one or more than one regulated activity(ies);“Listing Rules”refer to the Rules Governin

81、g the Listing of Securities on the Hong Kong Stock Exchange,as amended,supplemented or otherwise modified from time to time;“Main Board”refers to the stock exchange(excluding the option market)operated by the Hong Kong Stock Exchange which is independent from and operates in parallel with GEM;“Mainl

82、and China”refers to the mainland of the Peoples Republic of China;“Mr.Choi”refers to Mr.Choi Tan Yee,being an executive director and co-chairman of our Company;“Mr.Leung”refers to Mr.Leung Ho Ming Danny,being an executive director and co-chairman of our Company;“Offering”refers to the initial public

83、 offering of 1,375,000 Class A ordinary shares with a par value of US$0.0001 each;“Operating Subsidiary”or“Rainbow Capital”refers to Rainbow Capital(HK)Limited,a company with limited liability incorporated under the laws of Hong Kong,and the only wholly-owned subsidiary of RCHL;“Ordinary Shares”refe

84、r to Class A Ordinary Shares and Class B Ordinary Shares;“PRC”refers to the Peoples Republic of China,including Hong Kong and the Macau Special Administrative Regions of the Peoples Republic of China;“PRC Counsel”refers to Tian Yuan Law Firm;“PRC government”refers to the government and governmental

85、authorities of Mainland China;“RCHL”or the“Company”refers to Rainbow Capital Holdings Limited,a BVI business company with limited liability incorporated under the laws of BVI,and the holding company of ourbusinesses;“Responsible Officer(s)”refers to a Licensed Representative who is also approved as

86、a responsible officer under section 126 of the SFO to supervise one or more than one regulatedactivity(ies)of the licensed corporation to which he/she is accredited;“SEC”refers to the United States Securities and Exchange Commission;“SFC”refers to the Securities and Futures Commission of Hong Kong;“

87、SFO”refers to the Securities and Futures Ordinance(Chapter 571 of the Laws of Hong Kong),as amended,supplemented or otherwise modified from time to time;“Sponsor Guidelines”refers to the Additional Fit and Proper Guidelines for Corporations and Authorized Financial Institutions Applying or Continuin

88、g to Act as Sponsors and ComplianceAdvisers published by the SFC;“sponsor principal(s)”refers to a Responsible Officer or an executive officer appointed by the sponsor firm to be in charge of the supervision of the transaction team,as stipulated in theSponsor Guidelines;“Takeovers Code”refers to the

89、 Codes on Takeovers and Mergers and Share Buy-backs issued by the SFC,as amended,supplemented or otherwise modified from time to time;“US$”,“$”,or“U.S.dollar(s)”refers to the legal currency of the United States;“U.S.”,or“United States”refers to the United States of America;“U.S.GAAP”refers to genera

90、lly accepted accounting principles in the United States;“VIE”refers to variable interest entity;and“we”,“us”,“Group”or“our”refer to our Company and the Operating Subsidiary.Unless otherwise noted,all translations from Hong Kong dollars to U.S.dollars and from U.S.dollars to Hong Kong dollars in this

91、 prospectus are made at HK$7.7693 to US$1.00 as of and forthe years ended September 30,2023 and 2024,as published in the H.10 statistical release of the Federal Reserve Board.We make no representation that any Hong Kong dollars or U.S.dollaramounts could have been,or could be,converted into Hong Kon

92、g dollars or Renminbi,as the case may be,at any particular rate,or at all.This prospectus contains information derived from various public sources and certain information from an industry report commissioned by us and prepared by Frost&Sullivan,a third-partyindustry research firm,to provide informat

93、ion regarding our industry and market position.Such information involves a number of assumptions and limitations,and you are cautioned not to giveundue weight to these estimates.We have independently verified the accuracy or completeness of the data contained in these public sources and the Frost&Su

94、llivan Report which we considerreliable.The industry in which we operate is subject to a high degree of uncertainty and risk due to variety of factors,including those described in“Risk Factors”.These and other factors could causeresults to differ materially from those expressed in these publications

95、 and reports.vii PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus.This summary is not complete and does not contain all of the information you should consider inmaking your investment decision.You should read the entire prospectus carefu

96、lly before making an investment in our Class A Ordinary Shares.You should carefully consider,among other things,ourconsolidated financial statements and the related notes and the sections entitled“Risk Factors”and“Managements Discussion and Analysis of Financial Condition and Results of Operations”i

97、ncluded elsewhere in this prospectus Overview RCHL is a holding company incorporated in the BVI.As a holding company with no material operations,RCHL conducts all of its operations through our sole Operating Subsidiary,RainbowCapital,a company incorporated in Hong Kong.Investors of our Class A Ordin

98、ary Shares should be aware that they will not and may never directly hold equity interests in our Operating Subsidiary,but rather purchasing equity solely in RCHL,the BVI holding company.We principally engage in providing corporate finance services in Hong Kong.Our sole Operating Subsidiary,Rainbow

99、Capital,is a corporation licensed by the SFC to carry on Type 6(advisingon corporate finance)and Type 1(dealing in securities)regulated activities under the SFO.Over the years,through our dedication,passion and commitment in the industry,Rainbow Capital hasemerged to be one of the most active financ

100、ial advisers in Hong Kong based on the league tables set out in the section headed“Industry”in this prospectus.From 2022 to 2024,Rainbow Capital hasbeen among the top five service providers in terms of the number of deals for various corporate finance services in Hong Kong,according to Frost&Sulliva

101、n.Specifically,during the same period,Rainbow Capital ranked 2nd,2nd,4th,5th and 4th in terms of the number of deals for acting as financial adviser to offerors in takeover transactions,one-time financial adviser to listed companies inHong Kong,independent financial adviser in transactions related t

102、o the Listing Rules and the GEM Listing Rules,independent financial adviser in transactions related to the Takeovers Code andcompliance adviser,respectively.Since the commencement of our corporate finance services business in January 2020 and up to the date of this prospectus,we have acted for over

103、200 clients,a majority of which are listedcompanies in Hong Kong,engaging in a variety of industry sectors including biotechnology,technology,consumer products,food and beverage,property development and management,manufacturing,logistics,construction services,energy,natural resources and financial s

104、ervices.For the years ended September 30,2023 and 2024,our net income amounted to approximately US$1.0million and US$1.6 million,respectively.Our Competitive Strengths We believe that the following strengths distinguish us from our competitors:We are an active and established participant in the mark

105、et with wide client base.We have a strong client base.We provide specialized but comprehensive corporate finance services to our clients.We have simple shareholding and streamlined management structures.We have experienced and competent senior management and professionals.We adopt a prudent complian

106、ce and risk management system.Our Strategies Our principal business objective is to reinforce our position in the corporate finance industry in Hong Kong.Leveraging on the competitive strengths above,our Group has formulated thefollowing business strategies:Strengthening our Groups corporate finance

107、 services business by expanding our corporate finance team.Expanding our financial advisory business to serve clients which would like to seek a listing in the U.S.Generating new income streams by providing value-added services to our clients,leveraging on our existing client base.Developing automat

108、ed FinTech-enabled tools to assist us in providing our corporate finance advisory services.Corporate Information Our principal executive office is located at No.710,7/F,Wing On House,No.71 Des Voeux Road Central,Central,Hong Kong,and our phone number is(852)3841-7454.Our registered agentin the BVI i

109、s Hermes Corporate Services(BVI)Ltd.Our registered office and our registered agents office in the BVI are both located at the office of Sixth(6th)Floor,Waters Edge Building 1,Wickhams Cay II,Road Town,Tortola,British Virgin Islands.Our agent for service of process in the United States is Cogency Glo

110、bal Inc.located at 122 East 42nd Street,18th Floor New York,NY10168.We maintain a website at www.rnbw-.We do not incorporate the information on our website into this prospectus and you should not consider any information on,or that can be accessedthrough,our website as part of this prospectus.Corpor

111、ate History On September 17,2019,Rainbow Capital,our sole Operating subsidiary,was incorporated as a company with limited liability under the laws of Hong Kong,in which Mr.Choi and Mr.Leungheld 60%and 40%equity interest,respectively.Upon the license granted by the SFC to undertake Type 6(advising on

112、 corporate finance)regulated activity on January 3,2020,Rainbow Capitalcommenced its corporate finance services business,acting as the listing sponsor,financial adviser,independent financial adviser and compliance adviser.On April 20,2021,Rainbow Capital obtainedthe license granted by the SFC to und

113、ertake Type 1(dealing in securities)regulated activity relating to corporate finance,acting as the overall coordinator,global coordinator,bookrunner and leadmanager.For the purpose of the initial listing of shares of RCHL on the Nasdaq Capital Market,the companies comprising our Group underwent the

114、group reorganization as described below:(i)On October 25,2024,RCHL was incorporated in the BVI with limited liability and is authorized to issue a maximum of 500,000,000 shares divided into Class A Ordinary Shares with a parvalue of US$0.0001 each and Class B Ordinary Shares with a par value of US$0

115、.0001 each.On October 30,2024,the Company allotted and issued(a)6,000,000 Class A Ordinary Sharesand 1,800,000 Class B Ordinary Shares to Mr.Choi;and(b)4,000,000 Class A Ordinary Shares and 1,200,000 Class B Ordinary Shares to Mr.Leung;and (ii)Upon obtaining approval from the SFC to change the subst

116、antial shareholders of Rainbow Capital on December 11,2024,the entire equity interests in Rainbow Capital were transferredfrom Mr.Choi and Mr.Leung to RCHL on December 12,2024 by way of share swap,in which RCHL allotted and issued 2,100,000 Class A Ordinary Shares and 1,400,000 Class AOrdinary Share

117、s of RCHL to Mr.Choi and Mr.Leung,respectively,credited as fully paid.Upon completion of the aforesaid share swap,Rainbow Capital became a direct wholly-ownedsubsidiary of RCHL which was held as to 60%and 40%by Mr.Choi and Mr.Leung,respectively.Corporate Structure The following diagram illustrates o

118、ur corporate structure as of the date of this prospectus and upon completion of this Offering based on a proposed number of 1,375,000 Class A Ordinary Sharesbeing offered,assuming no exercise of the underwriters over-allotment option.RCHL directly holds all the equity interests in Rainbow Capital.RC

119、HL does not have any contracts and arrangementsthrough which RCHL claims to have economic rights and exercise control that results in consolidation of its subsidiarys operations and financial results into its financial statements.See“CorporateHistory and Structure”on page 41 for more details on our

120、corporate history and structure.1 Summary of Risk Factors Investing in our Class A Ordinary Shares involves significant risks.You should carefully consider all of the information in this prospectus before making an investment in our Class A OrdinaryShares.Below please find a summary of the principal

121、 risks we face,organized under relevant headings.These risks are discussed more fully in the section titled“Risk Factors.”Risks related to our business and industry(for a more detailed discussion,see“Risk Factors Risks related to our business and industry”beginning on page 7)Our business performance

122、 is highly influenced by the conditions of capital market in Hong Kong.We operate in a heavily regulated industry,and are subject to extensive and evolving regulatory requirements in the jurisdictions in which we operate.Our future financial performance and ability to succeed may be difficult to pre

123、dict given that our operating history in the corporate finance services industry in Hong Kong is relatively short.We face fierce competition in the corporate finance services industry in Hong Kong and may lose our competitive edge to our competitors.We are affected by the rules and regulations gover

124、ning listed companies on the Hong Kong Stock Exchange.Failure to comply with regulatory capital requirements set by local regulatory authorities could materially and negatively affect our business operation and overall performance.The revenue from our corporate finance services business is non-recur

125、ring in nature and our profitability is highly unpredictable.We may be unable to receive mandated payments in a timely manner or in full if milestone events stipulated in our mandates for IPO sponsorship,financial advisory,independent financialadvisory and underwriting services are not achieved as s

126、tipulated or if client withdraws from or terminates the transaction.We rely on our key management and professional staff,the loss of whom may affect our operations.As of the date of this prospectus,we had 8 employees,comprising of 2 management andcompliance personnel and 6 project execution staff.Th

127、ere is no guarantee that our officers will not have other business activities that may have potential conflict of interests with our business.Our financial result for the year ending September 30,2025 is expected to be adversely affected by the non-recurring listing expenses.We may encounter potenti

128、al conflicts of interest from time to time,and the failure to identify and address such conflicts of interest could adversely affect our business.Our corporate finance services business may be subject to professional liabilities.We are subject to various risks due to violation of obligations and sta

129、ndards that we are subject to,illegal or improper activities committed by and misconduct of our personnel or thirdparties.Our reputation may be damaged due to negative events about our business.We may be unable to successfully implement or implement in full our future business strategies.Our complia

130、nce and risk management system may become ineffective or inadequate.Risks related to our corporate structure(for a more detailed discussion,see“Risk Factors Risks related to our corporate structure”beginning on page 12)You are buying shares of a BVI holding company with operations solely conducted i

131、n Hong Kong by our Operating Subsidiary.We rely on dividends and other distributions on equity paid by our Operating Subsidiary in Hong Kong to fund any cash,assets and financing requirements we may have and any limitationon the ability of our Operating Subsidiary to make payments to us outside of H

132、ong Kong,due to the imposition of restrictions and limitations on,our ability or our Operating Subsidiary bythe PRC government to transfer cash or assets in the future could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Class AOr

133、dinary Shares or cause them to be worthless.It may be difficult for overseas shareholders and/or regulators to conduct investigations or collect evidence within the territory of the PRC,including Hong Kong.You may incur additional costs and procedural obstacles in effecting service of legal process,

134、enforcing foreign judgments or bringing actions in Hong Kong against us or our managementnamed in this prospectus based on Hong Kong laws.Risks related to doing business in Hong Kong(for a more detailed discussion,see“Risk Factors Risks related to doing business in Hong Kong”beginning on page 13)The

135、 PRC government may exert significant oversight or may exert more control over offerings conducted overseas and/or foreign investment in Hong Kong based issuers,which could resultin a material adverse change in our operations,and/or the value of our Class A Ordinary Shares we are registering for sal

136、e or our ability to offer or continue to offer securities to investors.Any actions taken by the PRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Hong Kong-based issuers couldsignificantly limit or completely hinder our ability

137、 to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.As advised by our PRC Counsel,based on the PRC laws,rules and regulations as of the date of this prospectus,(i)we are not required to submit an application to the CSR

138、C for its approvalof this Offering and the listing and trading of our Class A Ordinary Shares on Nasdaq under the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors;(ii)we are not required to conduct filing with or obtain the approval from the CSRC or other relevant

139、 PRC authorities for the listing and trading of our securities on Nasdaq under the TrialAdministrative Measures of Overseas Securities Offering and Listing by Domestic Companies;(iii)there were no policies adopted by the PRC government to impose restrictions on ourindustry that materially impact our

140、 business,financial conditions or results of operations;(iv)we are not subject to cybersecurity review by the Cyberspace Administration of China or anyother PRC authorities for this Offering;(v)we are not required to obtain any regulatory approval regarding the data privacy and personal information

141、requirements from any PRC authoritiesfor our businesses and operations;and(vi)the Data Security Law is not applicable to us.The current PRC laws and regulations are evolving,and their enactment timetable,interpretation and implementation involve significant uncertainties.The changes in the policies,

142、laws,regulations,rules,and the enforcement of laws of Mainland China may also occur quickly with little advance notice.To the extent that any PRC laws and regulations become applicable toour Operating Subsidiary in Hong Kong,we may be subject to the risks and uncertainties associated with the legal

143、system in Mainland China,including enforcement of new laws andchanges of rules and regulations from time to time.2 Failure to comply with cybersecurity,data privacy,data protection,or any other laws and regulations related to data may materially and adversely affect our business,financial condition,

144、andresults of operations.The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region could impact our Operating Subsidiary.The Hong Kong legal system embodies uncertainties which could limit the availability of legal protections,which could result

145、 in a material change in our Operating Subsidiary operationsand/or the value of the securities we are offering.Changes in international trade policies,trade disputes,barriers to trade,or the emergence of a trade war may dampen growth in Hong Kong,our principal place of business.There are some politi

146、cal risks associated with conducting business in Hong Kong.We may be subject to the PRC governments control of foreign currency conversion,and it may limit our foreign exchange transactions,including dividend payments on our OrdinaryShares.A downturn in the economic,political or social conditions in

147、 Hong Kong,Mainland China and other countries or changes to government policies of Hong Kong and Mainland China couldmaterially and adversely affect our business and financial condition.Hong Kong regulatory requirement of prior approval for transfer of shares in excess of certain threshold may restr

148、ict future takeovers and other transactions.Risks related to our Class A Ordinary Shares and this Offering(for a more detailed discussion,see“Risk Factors Risks related to our Class A Ordinary Shares and this Offering”beginning on page 22)There has been no public market for our Class A Ordinary Shar

149、es prior to this Offering,and if an active trading market does not develop,you may not be able to resell our Class A OrdinaryShares at or above the price you paid,or at all.Our Class A Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Acco

150、untable Act(the“HFCAA”)if the PCAOB is unableto inspect our auditors.The delisting of our Class A Ordinary Shares,or the threat of our Class A Ordinary Shares being delisted,may materially and adversely affect the value of yourinvestment.Furthermore,on June 22,2021,the U.S.Senate passed the AHFCAA,w

151、hich was signed into law on December 29,2022,amending the HFCAA to require the SEC to prohibit anissuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years.As an“emerging growth company”under applicable law,we will be subje

152、ct to lessened disclosure requirements.Such reduced disclosure may make our Class A Ordinary Shares lessattractive to investors but nevertheless,we will incur increased costs as a result of being a public company,particularly after we cease to qualify as an“emerging growth company”.Following this Of

153、fering,our Controlling Shareholders will continue to own more than a majority of the voting power of our outstanding Ordinary Shares.As a result,our ControllingShareholders have the ability to control the outcome of matters submitted to the shareholders for approval.Additionally,we may be deemed to

154、be a“controlled company”under Nasdaq rulesand may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.You may have more difficulty in protecting your interests than you would as a shareholder of a U.S.corporation.The laws of BV

155、I provide limited protections for our minority shareholders,so our minority shareholders will not have the same options as to recourse in comparison to the U.S.if theshareholders are dissatisfied with the conduct of our affairs.As a company incorporated in the BVI,we are permitted to adopt certain B

156、VIs practices in relation to corporate governance matters that may differ significantly from the Nasdaq CapitalMarket listing standards.These practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq Capital Market listing standards.Nasdaq may ap

157、ply additional and more stringent criteria for our initial and continued listing because we plan to have a small public offering and our insiders will hold a large portion of ourlisted securities.The initial public offering price for our Class A Ordinary Shares may not be indicative of prices that w

158、ill prevail in the trading market and such market prices may be volatile.You will experience immediate and substantial dilution in the net tangible book value of Class A Ordinary Shares purchased.3 Shares eligible for future sale may adversely affect the market price of our Class A Ordinary Shares,a

159、s the future sale of a substantial amount of issued and outstanding Class A OrdinaryShares in the public marketplace could reduce the price of our Class A Ordinary Shares.If securities or industry analysts do not publish research or reports about our business,or if they publish a negative report reg

160、arding our Class A Ordinary Shares,the price of our Class AOrdinary Shares and trading volume could decline.Our Controlling Shareholders have substantial influence over our business,and our interests may not be aligned with the interests of our other shareholders.The market price for our Class A Ord

161、inary Shares may be volatile,which could result in substantial losses to you.Volatility in our Class A Ordinary Shares price may subject us to securities litigation.Our Class A Ordinary Shares may be thinly traded and you may be unable to sell at or near ask prices or at all if you would like to liq

162、uidate our shares.Underwriter may release or relax the lock-up restrictions imposed on our directors,officers and shareholders holding 5%or more of the issued and outstanding Class A Ordinary Shareswhereby availability for sales of substantial amounts of our Class A Ordinary Shares in the public mar

163、ket will increase which could adversely affect the market price of our Class A OrdinaryShares.Because the amount,timing,and whether or not we distribute dividends at all is entirely at the discretion of our board of directors,you must rely on price appreciation of our Class AOrdinary Shares for a re

164、turn on your investment.As a“foreign private issuer”under the rules and regulations of the SEC,we are permitted to,and will,file less or different information with the SEC than a company incorporated in theUnited States or otherwise subject to these rules,and will follow certain home-country corpora

165、te governance practices in lieu of certain Nasdaq requirements applicable to U.S.issuers.If we cease to qualify as a foreign private issuer,we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S.domestic issuers,and wewould incur significant additi

166、onal legal,accounting,audit and other expenses that we would not incur as a foreign private issuer.If we cannot satisfy,or continue to satisfy,the initial listing requirements and other rules of Nasdaq Capital Market,although we are exempt from certain corporate governance standardsapplicable to U.S

167、.issuers as a“foreign private issuer”,our Class A Ordinary Shares may not be listed or may be delisted,which could negatively impact the price of our Class A OrdinaryShares and your ability to sell them.Although we currently do not have equity incentive plan nor plan to grant any options under any e

168、quity incentive plan,any exercise of options granted,or issue of restricted shares,under anequity incentive plan in the future may result in dilution to our shareholders.You should read the entire prospectus carefully and we strongly caution you not to place any reliance on any information contained

169、 in press articles or other media regarding us and thelisting.We may be subject to material litigation,including individual and class action lawsuits,as well as investigations and enforcement actions by regulators and governmental authorities.Future issuances of our Class B Ordinary Shares may be di

170、lutive to the voting power of our Class A Ordinary Shareholders.The dual-class structure of our Ordinary Shares will have the effect of concentrating voting control with our Controlling Shareholders,which will hold in the aggregate 98.16%of the votingpower of our Ordinary Shares following the comple

171、tion of this Offering,preventing you and other shareholders from influencing significant decisions,including the election of directors,amendments to our constitutional documents and any merger,consolidation,sale of all or substantially all of our assets,or other major corporate transaction requiring

172、 shareholder approval.There can be no assurance that we will not be a passive foreign investment company,or PFIC,for U.S.federal income tax purposes for any taxable year,which could subject U.S.investorsin the Ordinary Shares to significant adverse U.S.income tax consequences.4 Implications of Our B

173、eing an“Emerging Growth Company”and a“Foreign Private Issuer”As a company with US$3,023,492 in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined in the Jumpstart Our Business Startups Act of 2012,or theJOBS Act.An“emerging growth company”may take advantage of re

174、duced reporting requirements that are otherwise generally applicable to public companies.In particular,as an emerging growthcompany,we:(i)may present only two years of audited financial statements and only two years of related Managements Discussion and Analysis of Financial Condition and Results of

175、 Operations;(ii)are not required to provide a detailed narrative disclosure discussing our compensation principles,objectives and elements and analyzing how those elements fit with our principles andobjectives,which is commonly referred to as“compensation discussion and analysis”;(iii)are not requir

176、ed to obtain an attestation and report from our independent registered accounting firm on our managements assessment of our internal control over financial reporting pursuantto the Sarbanes-Oxley Act of 2002;(iv)are not required to obtain a non-binding advisory vote from our shareholders on executiv

177、e compensation or golden parachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);(v)are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;(vi)are eligible to

178、claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the JOBS Act;and (viii)will not be required to conduct an evaluation of our internal control over financial reporting for two years.We intend to take advantage of all of these reduced reporti

179、ng requirements and exemptions,including the longer phase-in periods for the adoption of new or revised financial accountingstandards under 107 of the JOBS Act.Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies

180、 and otheremerging growth companies that have opted out of the phase-in periods under 107 of the JOBS Act.Under the JOBS Act,we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to aregistrati

181、on statement declared effective under the Securities Act of 1933,as amended,herein referred to as the Securities Act,or such earlier time that we no longer meet the definition of anemerging growth company.We will remain an emerging growth company until the earliest of:(i)the last day of the first fi

182、scal year in which our annual gross revenue exceeds US$1.235 billion;(ii)the last day of the fiscalyear during which the fifth anniversary of the date of this Offering occurs;(iii)the date that we become a“large accelerated filer”as defined in Rule 12b-2 under the Exchange Act,which wouldoccur if th

183、e market value of our ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter;or(iv)the date on whichwe have issued more than US$1.00 billion in non-convertible debt securities during any three-year period.Upon comp

184、letion of this Offering,we will report under the Exchange Act as a non-U.S.company with foreign private issuer status.Even after we no longer qualify as an emerging growthcompany,as long as we qualify as a foreign private issuer under the Exchange Act we will be exempt from certain provisions of the

185、 Exchange Act that are applicable to U.S.domestic publiccompanies,including:(i)the sections of the Exchange Act regulating the solicitation of proxies,consents or authorizations in respect of a security registered under the Exchange Act;(ii)the sections of the Exchange Act requiring insiders to file

186、 public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short periodof time;and (iii)the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other speci

187、fic information,or current reports onForm 8-K,upon the occurrence of specified significant events.Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules.Thus,even if we no longer qualify as anemerging growth comp

188、any,but remain a foreign private issuer,we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither an emerginggrowth company nor a foreign private issuer.Implications of Being a Controlled Company Upon completion of this Offering,our executi

189、ve directors and co-chairman,Mr.Choi and Mr.Leung will be able to exercise 98.16%of our total voting power of our issued and outstandingOrdinary Shares,assuming that the underwriter does not exercise their option to purchase additional Class A Ordinary Shares.As such,Mr.Choi and Mr.Leung have the ab

190、ility to control mostmatters requiring shareholders approval,including the election of directors,amendment of organizational documents,and approval of significant corporate transactions,such as merger,consolidation,or sale of all or substantially all of our assets.We will be a“controlled company”as

191、defined under the Nasdaq listing rules because Mr.Choi and Mr.Leung will hold more than 50%ofthe voting power for the election of directors.Although we do not intend to rely on the“controlled company”exemptions under the Nasdaq Listing Rules even if we are deemed to be a“controlledcompany”,we could

192、elect not to comply with certain corporate governance requirements in the future.If we rely on these exemptions,you will not have the same protection afforded to shareholdersof companies that are subject to these corporate governance requirements.Transfer of cash to and from our Operating Subsidiary

193、 RCHL is a holding company and has no operations of its own.It conducts its operation in Hong Kong through its sole Operating Subsidiary.RCHL relies on dividends or payments to be paid byour Operating Subsidiary to fund its cash,assets and financing requirements,including the funds necessary to pay

194、dividends and other cash distributions to our shareholders and U.S.investors,toservice any debt it may incur and to pay its operating expenses.If our Operating Subsidiary incurs debt on its own behalf in the future,the instruments governing the debt may restrict its ability topay dividends or make o

195、ther distributions to RCHL.Cash is transferred through our organization in the following manner:(i)funds can be transferred from RCHL to our Operating Subsidiary in Hong Kong,in the form of capital contributions oradvances,as the case may be;and(ii)funds can be transferred from our Operating Subsidi

196、ary in Hong Kong to RCHL in the form of dividends.If RCHL intends to distribute dividends to itsshareholders,it will depend on payment of dividends from our Operating Subsidiary to RCHL,and the dividends will be distributed by RCHL to its shareholders in proportion to the shares they hold,regardless

197、 of whether the shareholders are U.S.investors or investors in other countries or regions.For downstream transfer of funds,RCHL is permitted under the laws of the BVI to provide funding to our Operating Subsidiary in Hong Kong through capital contributions or advances withoutrestrictions on the amou

198、nt of the funds.In relation to upstream distribution of earnings to our shareholders and U.S.investors,our board of directors may authorize a distribution in the form of dividends at such time and in suchamounts as they deem appropriate if our board of directors is satisfied,on reasonable grounds,su

199、bject to the BVI Act and our Amended and Restated Memorandum and Articles of Association,thatimmediately after the distribution,the value of our assets will still exceed our liabilities and we will still be able to pay our debts when they fall due.Furthermore,in respect of payment of dividendsby our

200、 Operating Subsidiary in Hong Kong,according to the Companies Ordinance(Chapter 622 of the Laws of Hong Kong),a company may only make a distribution out of its profits available fordistribution(being its accumulated,realized profits,so far as not previously utilized by distribution or capitalization

201、,less its accumulated,realized losses,so far as not previously written off in areduction or reorganization of capital).Other than the above which would limit our Operating Subsidiarys ability to make a distribution upwards to RCHL and from RCHL to our shareholders andU.S.investors,we did not adopt o

202、r maintain any cash management policies and procedures as of the date of this prospectus.There is no further BVI or Hong Kong statutory restriction on the amountof funds which may be distributed by us as dividend.Under the current practice of the Inland Revenue Department of Hong Kong,no withholding

203、 tax is payable in Hong Kong in respect of dividendspaid by our Operating Subsidiary to RCHL.There are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of Hong Kong dollar into foreign currencies and the remittance of currencies out of Hong Kong,nor are there any

204、restriction on any foreign exchange to transfer cash between RCHL and our Operating Subsidiary,across borders and to U.S.investors,nor are there any restrictions and limitationson distribution of earnings from our Operating Subsidiary to RCHL and U.S.investors and amounts owed.As of the date of this

205、 prospectus,(i)we did not plan to declare or pay any dividends on our Companys shares.Any future determination related to our dividend policy will be made at thediscretion of our board of directors;(ii)there were no cash flows,transfers of other assets,dividends or distributions that have been made

206、between RCHL and our Operating Subsidiary;and(iii)therewere no dividends or distributions made to U.S.investors.5 THE OFFERING Securities offered by us 1,375,000 Class A Ordinary Shares Over-allotment option We have granted the underwriter an option,exercisable for 45 days from the date of this pros

207、pectus,to purchase up to anaggregate of 206,250 additional Class A Ordinary Shares at the initial public offering price,less underwriting discounts.Price per Share We currently estimate that the initial public offering price will be between US$4 and US$5 per Share.Ordinary Shares outstanding prior t

208、o completion of thisOffering 13,500,000 Class A Ordinary Shares and 3,000,000 Class B Ordinary Shares.See“Description of Share Capital”for moreinformation.Ordinary Shares outstanding immediately after this Offering 14,875,000 Class A Ordinary Shares assuming no exercise of the underwriters over-allo

209、tment option and 3,000,000 Class BOrdinary Shares.Listing We intend to apply for the listing of our Class A Ordinary Shares listed on the Nasdaq Capital Market.Proposed Ticker symbol“RNBW”Transfer Agent Transhare Corporation Use of proceeds We intend to use the proceeds from this Offering for the fo

210、llowing purposes:US$0.57 million,which is expected to be approximately 14.6%of the net proceeds,for strengthening our corporate financeadvisory business by expanding our corporate finance team in Hong Kong;US$0.57 million,which is expected to be approximately 14.6%of the net proceeds,for expanding o

211、ur financial advisorybusiness to serve clients which would like to seek a listing in the U.S.;US$1.18 million,which is expected to be approximately 30.4%of the net proceeds,for generating new income streams byproviding value-added services to our clients;US$1.18 million,which is expected to be appro

212、ximately 30.4%of the net proceeds,for developing automated FinTech-enabled tools to assist us in providing our corporate finance advisory services;and the balance,approximately 10.0%,to fund working capital and for other general corporate purposes.See“Use of Proceeds”on page 39 for more information.

213、Lock-up All of our directors,officers and 5%or greater shareholders have agreed,subject to certain exceptions,not to sell,transfer,ordispose of,directly or indirectly,any of our Class A Ordinary Shares for a period of 180 days after the date of this prospectus.See“Shares Eligible for Future Sale”and

214、“Underwriting”for more information.Risk factors The Class A Ordinary Shares offered hereby involve a high degree of risk.You should read“Risk Factors”beginning on page 7for a discussion of factors to consider before deciding to invest in our Class A Ordinary Shares.6 RISK FACTORS Investing in our Cl

215、ass A Ordinary Shares involves a high degree of risk.You should carefully consider the risks described below,together with all other information in this prospectus,beforedeciding to invest in our Class A Ordinary Shares.Additional risks and uncertainties that we are unaware of or that we currently b

216、elieve are immaterial may also become important factors thatadversely affect our business.The occurrence of any of the following risks could have a material adverse effect on our business,financial condition,results of operations and future growth prospects.In these circumstances,the market price of

217、 our Class A Ordinary Shares could decline,and you may lose all or part of your investment.You should only consider investing in our Class A OrdinaryShares if you can bear the risk of loss of your entire investment.Risks related to our business and industry Our business performance is highly influen

218、ced by the conditions of capital market in Hong Kong.All our business operations were concentrated in the capital market sector in Hong Kong during the years ended September 30,2023 and 2024 and up to the date of this prospectus.Any materialdeterioration in the financial and economic conditions of t

219、he capital market in Hong Kong could materially and adversely affect our business and prospects.The Hong Kong capital market issusceptible to changes in the global as well as domestic economic,social and political conditions including,without limitation,interest rate fluctuations,volatility of forei

220、gn currency exchange rates,monetary policy changes,outcome of the China-United States trade dispute,the U.S.interest rate outlook,and legal and regulatory changes.When there are unfavorable changes to the global or localmarket conditions,the capital market in Hong Kong may experience negative fluctu

221、ations in its performance.It may directly affect the demand for our services,our pricing strategies,the level of ourbusiness activities and consequently our revenue derived therefrom.This may materially and adversely affect our financial condition and results of operations.We operate in a heavily re

222、gulated industry,and are subject to extensive and evolving regulatory requirements in the jurisdictions in which we operate.The corporate finance services industry in which we operate is highly regulated and any material changes to the laws and regulations applicable to us could significantly affect

223、 our operations.Wecannot assure you that the business model and operations we currently have in place would be in compliance with any changes or updates to the regulatory requirements.Costs of compliance couldincrease and our fee structure may have to be adjusted.For instance,we may need to increase

224、 our headcounts if requirements over sponsor work become more stringent or obtain more licenses if thelicensing requirements change.The sanctions imposed by the SFC against large sponsor firms for substandard due diligence in several recent widely-publicized cases demonstrate that the SFCexpects hig

225、h standards of sponsors conduct and Rainbow Capital will need to continue to enhance its internal controls and systems in respect of its sponsor work in accordance with new regulatoryrequirements or guidance.If capital ratio requirements increase and certain activities are subject to limitations,the

226、 range of services Rainbow Capital offers could be restricted,and revenue growthand profitability could be materially and adversely impacted.Moreover,Rainbow Capital is under the supervision and monitoring of the SFC and the Hong Kong Stock Exchange and must remain fitand proper to the satisfaction

227、of the regulators in order to retain our license(s).The SFC may also conduct regulatory inspections and investigations on our business activities from time to time.Anynon-compliance with applicable laws,regulations,guidance or codes or any negative findings made by the regulators may result in(i)fin

228、es,deterrent penalties or disciplinary actions against us,ourResponsible Officers,Licensed Representatives or any of our personnel;or(ii)suspension or revocation of some or all of(a)our registrations or licenses for carrying on our business activities;or(b)the approvals or licenses granted to our pe

229、rsonnel enabling them to carry out their responsibilities in our Group.For instance,conditions may be imposed on our licenses restricting us to carry on ourbusiness or our Responsible Officers or Licensed Representatives may be banned from the industry,for a specific period of time.Accordingly,our b

230、usiness operation,reputation,financial conditionand results of operations might be materially and adversely affected.See“Regulations”beginning on page 95.Our future financial performance and ability to succeed may be difficult to predict given that our operating history in the corporate finance serv

231、ices industry in Hong Kong is relatively short.Our future revenues and cash flows may fluctuate significantly given that our operating history in the corporate finance services industry in Hong Kong is relatively short,rendering it difficult topredict our results of operations and prospects.We start

232、ed to provide corporate finance services,including IPO sponsorship services,financial advisory services,independent financial advisoryservices and compliance advisory services in January,2020.7 We only have a limited operating history with regards to such business upon which an evaluation of our pro

233、spects can be based.Such prospects must be considered in light of the risks,expensesand difficulties encountered by any new company.Such risks include our continued market acceptance as a reliable and attentive corporate finance service provider,ability to develop our businessscale,and potential com

234、petition from our competitors.There is no assurance that we will sustain profitability or positive cash flow from our existing operations,nor that we will be able,uponcompletion of the Offering,to expand our operations.We face fierce competition in the corporate finance services industry in Hong Kon

235、g and may lose our competitive edge to our competitors.There is a significant number of existing market participants in the corporate finance services industry in Hong Kong providing services similar to ours.According to the Frost&Sullivan Report,there were 1,464 licensed corporations and 302 licens

236、ed corporations to carry out Type 1(dealing in securities)and Type 6(advising on corporate finance)regulated activities in 2023,respectively.Our larger competitors may have advantages over us such as having better brand recognition and reputation in the market,wider range of value-adding services,st

237、ronger human and financialresources,longer operating histories,and operational presence in more geographic locations.We also face competition from local medium and small-sized competitors which offer similar range ofservices.New participants may enter into the market insofar as they have engaged app

238、ropriate qualified professionals and obtained the requisite regulatory licenses and permits.Given the keencompetition,we cannot assure that we will be able to maintain our competitive edge in response to the fast-changing business environment.In addition,competition creates an unfavorable pricingenv

239、ironment in the market in which we operate.Intensified competition may cause us to reduce our service fees in order to compete with other market players,which could place significant pressureon our ability to maintain gross margins and is particularly acute during market slowdowns,and will in turn m

240、aterially and adversely affect our market share,financial condition and results ofoperations.We are affected by the rules and regulations governing listed companies on the Hong Kong Stock Exchange.During the years ended September 30,2023 and 2024 and up to the date of this prospectus,we provided cor

241、porate finance services to clients who are primarily listing applicants,listedcompanies or their shareholders or investors on the Hong Kong Stock Exchange.These clients are required to comply with the Listing Rules,the GEM Listing Rules,the Takeovers Code and otherrules and regulations where applica

242、ble.Any changes to such rules and regulations,particularly those affecting the appointment and the role of sponsor in listing applications and the appointment andthe role of financial adviser in specific transactions,may affect the demand for and the scope of our corporate finance services which may

243、 in turn materially and adversely affect our results ofoperations.Failure to comply with regulatory capital requirements set by local regulatory authorities could materially and negatively affect our business operation and overall performance.Our regulated Operating Subsidiary is subject to various

244、regulatory capital requirements,including minimum capital requirements.Failure to meet minimum capital requirements can initiatecertain mandatory,and possibly additional discretionary actions by regulators that,if undertaken,could have a direct material effect on our business and financial position.

245、For example,our SFClicensed Operating Subsidiary,Rainbow Capital,is required under the SFO and the FRR to maintain certain level of liquid capital.See“Regulations”beginning on page 95.During the years ended September 30,2023 and 2024 and up to the date of this prospectus,our Operating Subsidiary was

246、 in compliance with the relevant regulatory capital requirements.However,if we fail to remain well-capitalized for regulatory purposes,the SFC may take actions against us and our business operation,and we may face penalties,including limitations andprohibitions on our business activities or suspensi

247、on or revocation of our licenses.This could affect client confidence,our ability to grow,our costs of funds and professional insurance costs,ourability to pay dividends on Ordinary Shares,our ability to make acquisitions,and in turn,our business,results of operations and financial condition.8 The re

248、venue from our corporate finance services business is non-recurring in nature and our profitability is highly unpredictable.The performance of our corporate finance services depends,to a large extent,on our ability to leverage our business network and relationships to source and retain clients.Since

249、 our mandates arenegotiated on a project-by-project basis with our clients,revenue generated from our services may fluctuate from time to time and may not recur.The number of projects undertaken by us,the totalrevenue derived from our businesses and the revenue generated from each client are affecte

250、d by numerous factors such as market condition,the terms of each engagement,project duration,complexity and completion timeline of each project,resulting in uncertainties in relation to the sustainability of our financial performance.There is no assurance that the clients which havepreviously sought

251、 our services will continue to retain us for future businesses.Further,service fees for our corporate finance projects are payable by instalments according to different milestonesstipulated in our mandates.We may not receive the mandated payments in full for services provided or after we have expend

252、ed substantial effort and time as scheduled or at all.Therefore,therevenue generated from each client or engagement differs and we cannot assure that our future engagement fee rates will be comparable to those accepted by our clients during the years endedSeptember 30,2023 and 2024.Moreover,the dema

253、nd for our corporate finance services is heavily dependent on the market conditions.Any adverse market condition or market sentiment will affect clients decision on thescale,timing and stock market choices in respect of their fundraising needs,which may lead to lower demand for,delay to or terminati

254、on of fundraising activities and our services and in turn affectthe financial performance of our corporate finance services.If we are unable to continuously secure new mandates,or if the market conditions become unfavorable,our business and results ofoperations may be materially and adversely affect

255、ed.In these circumstances,our revenue and profitability may fluctuate from year to year and our financial performance is highly unpredictable.We may be unable to receive mandated payments in a timely manner or in full if milestone events stipulated in our mandates for IPO sponsorship,financial advis

256、ory,independent financialadvisory and underwriting services are not achieved as stipulated or if client withdraws from or terminates the transaction.During the years ended September 30,2023 and 2024 and up to the date of this prospectus,our business was heavily premised on the provision of IPO spons

257、orship,financial advisory servicesand independent financial advisory services,which constituted a substantial portion of our corporate finance services business.The payment terms of our mandates for these services normally involvean initial retainer fee and progress payments based on milestones achi

258、eved,and not necessarily based on the time or costs we have incurred for the project.Underwriting commission is payable to usupon successful completion of an IPO or the fundraising exercise where we act as an underwriter.If a milestone is not achieved or if a transaction is terminated before complet

259、ion,our clients maydelay in settling our invoices which are presented to them when due,or not settle them at all.In the case of default payments,if we have already incurred significant amount of costs and expendituresfor the project and the initial retainer fee or any progress payments received do n

260、ot cover our total costs incurred,our results of operations may be materially and adversely affected.Failures or delaysin receiving payments from our clients may adversely affect our cash flow position and our ability to meet the working capital requirement.The grant of approvals by the regulators s

261、uch as the HongKong Stock Exchange and the SFC on the relevant transactions will usually affect the project timeline.Failure in obtaining the necessary approvals as stipulated or at all could result in the delay orabortion of the transactions.We rely on our key management and professional staff,the

262、loss of whom may affect our operations.As of the date of this prospectus,we had 8 employees,comprising of 2 management and compliance personnel and 6 project execution staff.We are led by our experienced management andprofessionals with substantial expertise in supervising and leading execution of c

263、orporate finance projects,formulating corporate strategies and monitoring risks and compliance.As of the date of thisprospectus,Mr.Choi and Mr.Leung,our founders,controlling shareholders and executive directors,had over 18 years of experience in corporate finance,accounting and auditing.Leveraging o

264、ntheir in-depth knowledge,experience and network in the corporate finance industry,we have been successfully expanding our business and client base.Mr.Choi currently serves as(i)an executivedirector and the chief financial officer of Alpha Technology Group Limited,a company listed on the Nasdaq Capi

265、tal Market(stock code:ATGL);(ii)a non-executive director of TOMO HoldingsLimited,a company listed on the Main Board(stock code:6928.HK);and(iii)an executive director,a member of the investment committee and an authorized representative of Carry WealthHoldings Limited,a company listed on the Main Boa

266、rd(stock code:643.HK),and has extensive experience in managing a public company.Our senior management,Ms.Cheng Pui Kei Nicole and Mr.Shum Ka Sun Daniel,have over 10 years of experience in corporate finance.They have participated in various corporate financetransactions including IPO,merger and acqui

267、sition,general offer,privatization,etc.Leveraging on their experience and network in the industry,we have been successfully expanding our client baseand source of deals and transactions.However,we cannot assure you that we can retain the services of our key management and find suitable replacement i

268、f any of them terminate their engagementwith us given the competition for experienced and competent personnel in the industry is intense.Other than our senior management,we also rely on our professional staff to implement our business strategies,provide quality services to clients,manage our complia

269、nce and risks,identify andcapture business opportunities,maintain relationship with clients and procure new clients.Loss of our professional staff and failure to recruit replacement will materially and adversely affect ourbusiness operations.There is no guarantee that our officers will not have othe

270、r business activities that may have potential conflict of interests with our business.As of the date of this prospectus,our chief executive officer,Mr.Choi,serves as(i)an executive director and the chief financial officer of Alpha Technology Group Limited,a company listed onthe Nasdaq Capital Market

271、(stock code:ATGL);(ii)a non-executive director of TOMO Holdings Limited,a company listed on the Main Board(stock code:6928.HK);and(iii)an executive director,a member of the investment committee and an authorized representative of Carry Wealth Holdings Limited,a company listed on the Main Board(stock

272、 code:643.HK).Although the above-mentionedcompanies in which Mr.Choi serves as a director or executive officer have businesses and customer bases different from us and therefore have no conflict of interests with our business,there is noguarantee that our officers will not have other business activi

273、ties that may have potential conflict of interests with our business in the future.As advised by Mr.Choi,he will dedicate 80%of his timeto our business and 20%of his time to other business activities.9 Our financial result for the year ending September 30,2025 is expected to be adversely affected by

274、 the non-recurring listing expenses.Our directors are of the view that the financial result of our Group for the year ending September 30,2025 is expected to be adversely affected by the listing expenses in relation to the offering,the nature of which is non-recurring.See“Expenses related to this Of

275、fering”for details.Part of the listing expenses is expected to be accounted for as a deduction from equity upon listing while partof the listing expenses has been and is expected to be recognized as expenses in our consolidated statements of income which is expected to be recognized for the year end

276、ing September 30,2025.Accordingly,our operations and comprehensive financial performance for the year ending September 30,2025 may be adversely impacted,and may or may not be comparable to our financialperformance in the past.We may encounter potential conflicts of interest from time to time,and the

277、 failure to identify and address such conflicts of interest could adversely affect our business.We face the possibility of actual,potential,or perceived conflicts of interest in the ordinary course of our business operations.Conflicts of interest may exist between(i)our different businesses;(ii)us a

278、nd our clients;(iii)our clients;(iv)us and our employees;and(v)our clients and our employees.As we expand our business and client base,it is critical for us to be able to timely addresspotential conflicts of interest,including situations where two or more interests within our businesses naturally ex

279、ist but are in competition or conflict.We have put in place internal control and riskmanagement procedures that are designed to identify and address conflicts of interest.However,appropriately identifying and managing actual,potential,or perceived conflicts of interest is complexand difficult,and ou

280、r reputation and our clients confidence in us could be damaged if we fail,or appears to fail,to deals appropriately with one or more actual,potential,or perceived conflicts ofinterest.It is possible that actual,potential,or perceived conflicts of interest could also give rise to client dissatisfacti

281、on,litigation,or regulatory enforcement actions.Regulatory scrutiny of,orlitigation in connection with,conflicts of interest could have a material adverse effect on our reputation,which could materially and adversely affect our business in a number of ways,including areluctance of some potential cli

282、ents and counterparties to do business with us.Any of the foregoing could materially and adversely affect our reputation,business,financial condition,and results ofoperations.Our corporate finance services business may be subject to professional liabilities.We provide professional advices when provi

283、ding corporate finance services to our clients.Our clients relying on our professional advice may suffer loss as a result of our negligence in providingsuch advice and may claim compensation against us.We are therefore exposed to the risks arising from,among others,possible claims or lawsuits in res

284、pect of professional negligence and employeeinfidelity.Although we have adopted relevant internal control measures,there is no assurance that the measures can completely eliminate all future possible professional negligence and/or employeeinfidelity.Should we experience any event of professional lia

285、bilities,such as claims or lawsuits,our prospects,financial condition and reputation could be materially and adversely affected.We are subject to various risks due to violation of obligations and standards that we are subject to,illegal or improper activities committed by and misconduct of our perso

286、nnel or third parties.We are subject to a number of obligations and standards arising from our business.The violation of these obligations and standards by any of our directors,officers,employees,agents,clients,orother third parties could materially and adversely affect us and our investors.For exam

287、ple,we are required to properly handle confidential information.If our directors,officers,employees,agents,clients,or other third parties were to improperly use or disclose confidential information,we could suffer serious harm to our reputation,financial position,and existing and future businessrela

288、tionships.We are also subject to the risk of fraud,illegal act,misconduct or other improper activities committed by our directors,employees,agents,clients or other third parties,such as enteringinto unauthorized transactions,improperly using or divulging inside information,recommending transactions

289、not suitable for our clients or engaging in fraudulent,improper or illegal activities.Wecannot assure that our procedures and policies would fully prevent or detect illegal or improper activities in our business operations.If illegal or improper activities transpire and we fail to identifythem in a

290、timely manner,or at all,we will be in breach of the legal and regulatory requirements in Hong Kong and may be subject to regulatory sanction resulting in financial loss and reputationalharm,which would adversely affect our reputation and results of operations.10 It is not always possible to identify

291、 and deter fraud,misconduct or errors by directors,officers,employees,agents or external service providers,and the precautions we take to detect and preventthis activity may not be effective in controlling unknown or unmanaged risks or losses.Fraud or misconduct by any of these persons or entities m

292、ay cause us to suffer significant reputational harmand financial loss or result in regulatory disciplinary actions.The potential harm to our reputation and to our business caused by such fraud or misconduct is impossible to quantify.We and our directors and officers may from time to time become subj

293、ect to or involved in various claims,controversies,lawsuits,and legal proceedings.Claims,lawsuits,and litigations aresubject to inherent uncertainties,and we are uncertain whether the foregoing claim would develop into a lawsuit.Lawsuits and litigations may cause us to incur defense costs,utilize a

294、significantportion of our resources and divert managements attention from our day-to-day operations,any of which could harm our business.Any settlements or judgments against us could have a materialadverse impact on our financial condition,results of operations and cash flows.In addition,negative pu

295、blicity regarding claims or judgments made against us may damage our reputation and mayresult in a material adverse impact on us.Our reputation may be damaged due to negative events about our business.Our reputation is susceptible to damage in case of any negative events in relation to our operation

296、s,including,without limitation,negative publicity or media coverage,development of scandals,litigation and disputes,and regulatory enquiries or enforcement actions taken against us or our employees.We cannot assure that such negative events will not happen in the future.If theymaterialize,it may hav

297、e a material adverse impact on our reputation and in turn our business activities and results of operations.We may be unable to successfully implement or implement in full our future business strategies.Our success is dependent on,among other things,our proper and timely execution of our future busi

298、ness strategies.Leveraging on our competitive strengths,our Group has formulated thefollowing business strategies:(i)strengthening our Groups corporate finance services business by expanding our corporate finance team;(ii)expanding our financial advisory business to serveclients which would like to

299、seek a listing in the U.S.;and(iii)generating new income streams by providing value-added services to our clients,leveraging on our existing client base.Our futurebusiness strategies may be hindered by factors beyond our control,such as competition within the industry we operate,our ability to cope

300、with financial risk,operational risk,market risk and creditrisk as our business and client base expand and our ability to provide,maintain and improve the level of human and other resources in servicing our clients.As such,we cannot assure that our futurebusiness strategies will materialize,or that

301、our objectives will be accomplished fully or partially,or our business strategies will generate the intended benefits to us as initially contemplated.If we failto implement our business development strategies successfully,our business performance,financial condition and future prospects and growth c

302、ould be materially and adversely affected.We may in the future pursue acquisitions and joint ventures as part of our growth strategy.Any future acquisition or joint venture may result in exposure to potential liabilities of the acquiredcompanies,significant transaction costs and present new risks as

303、sociated with entering additional markets or offering new services and integrating the acquired companies or newly established jointventures.Moreover,we may not have sufficient management,financial and other resources to integrate companies we acquire or to successfully operate joint ventures and we

304、 may be unable toprofitably operate our expanded company structure.Additionally,any new business that we may acquire or joint ventures we may form,once integrated with our existing operations,may not produceexpected or intended results.Our compliance and risk management system may become ineffective

305、 or inadequate.We maintain and implement a compliance and risk management system which is designed in response to our business operations and risk exposures.We have established a compliance teamcomprising Mr.Choi and Mr.Leung and responsible for monitoring our overall compliance according to our int

306、ernal control policies,operational guidelines and procedures and applicable regulatoryrequirements and reporting in this regard to our board of directors from time to time.There is no assurance that our compliance and risk management system in place will prove at all times adequateand effective to d

307、eal with all the possible risks given the fast changing financial and regulatory environment in which we operate.We cannot assure that our compliance and risk management systemhas no deficiencies or inherent limitations,or that it can fully prevent us from our employee misconduct.Such deficiencies o

308、r inherent limitations may result in fines or disciplinary actions against usimposed by regulators,and may adversely affect our financial condition and results of operations.11 Risks related to our corporate structure You are buying shares of a BVI holding company with operations solely conducted in

309、 Hong Kong by our Operating Subsidiary.RCHL is a holding company incorporated in the BVI with no business operations of its own.Our operations are conducted by our Operating Subsidiary,Rainbow Capital,which wasincorporated under the laws of Hong Kong.This structure involves unique risks to the inves

310、tors,and the PRC regulatory authorities could disallow this structure,which would likely result in amaterial change in our operations and/or a material change in the value of the securities we are registering for sale,including that such event could cause the value of such securities to significantl

311、ydecline or become worthless.Investors are cautioned that you are buying shares of a BVI holding company with operations solely conducted in Hong Kong by our Operating Subsidiary.You are notdirectly investing in,and may never hold equity interests of Rainbow Capital.Investing in our Class A Ordinary

312、 Shares involves a high degree of risk,including the risk of losing your entireinvestment.We rely on dividends and other distributions on equity paid by our Operating Subsidiary in Hong Kong to fund any cash,assets and financing requirements we may have and any limitation onthe ability of our Operat

313、ing Subsidiary to make payments to us outside of Hong Kong,due to the imposition of restrictions and limitations on,our ability or our Operating Subsidiary by the PRCgovernment to transfer cash or assets in the future could have a material adverse effect on our ability to conduct our business and mi

314、ght materially decrease the value of our Class A OrdinaryShares or cause them to be worthless.We are a holding company incorporated in the BVI,and we rely on dividends and other distributions on equity from our Operating Subsidiary in Hong Kong for our cash,assets and financingrequirements,including

315、 the funds necessary to pay dividends and other cash distributions to our shareholders and to service any debt we may incur.If our Operating Subsidiary incurs debt on its ownbehalf in the future,the instruments governing the debt may restrict its ability to pay dividends or make other distributions

316、to us.According to the BVI Act,a BVI company may make dividends distribution to the extent that immediately after the distribution,the value of such companys assets exceeds its liabilities and thatsuch company is able to pay its debts as they fall due.Under Hong Kong law,dividends could only be paid

317、 out of distributable profits(that is,accumulated realized profits less accumulated realized loss)or other distributable reserves.Dividendscannot be paid out of share capital.Under the current practice of the Inland Revenue Department of Hong Kong,no tax is payable in Hong Kong in respect of dividen

318、ds paid to us.The PRC laws and regulations do not currently have any material impact on transfers of cash or assets from our Operating Subsidiary to our holding company,our shareholders and U.S.investors.However,to the extent that any cash or assets of our business are in Hong Kong or held by a Hong

319、 Kong entity,it is possible that such cash or assets may not be available to fund operationsor for other use outside of Hong Kong due to potential imposition of restrictions and limitations by the PRC government on the ability of RCHL or the Operating Subsidiary to transfer cash or assetswithin our

320、Group or to our investors.Such restrictions and limitations,if imposed in the future,may delay or hinder the expansion of our business outside of Hong Kong and may affect our ability toreceive funds from our Operating Subsidiary in Hong Kong.Any limitation on the ability of our Operating Subsidiary

321、to make payments to us could have a material adverse effect on our ability toconduct our business and might materially decrease the value of our Class A Ordinary Shares or cause them to be worthless.Promulgation of new laws or regulations,or the new interpretation ofexisting laws and regulations,in

322、each case,that restrict or otherwise unfavorably impact the ability or way we conduct our business,could require us to change certain aspects of our business toensure compliance,which could decrease demand for our services,reduce revenues,increase costs,require us to obtain more licenses,permits,app

323、rovals or certificates,or subject us to additionalliabilities.In such case,our business,financial condition and results of operations could be adversely affected and such measures could materially decrease the value of our Class A Ordinary Shares,potentially rendering them worthless.12 It may be dif

324、ficult for overseas shareholders and/or regulators to conduct investigations or collect evidence within the territory of the PRC,including Hong Kong.There is currently no arrangement for the reciprocal enforcement of judgments between Hong Kong and the United States.However,a judgment of a court in

325、the United States predicated uponU.S.federal or state securities laws may be enforced in Hong Kong under common law by bringing an action in a Hong Kong based court on that judgment for the amount due thereunder,andsubsequently seeking summary judgment on the strength of the foreign judgment,provide

326、d that the foreign judgment meets various conditions.See“Enforceability of Civil Liabilities”on page 136.Moreover,all of our assets are located outside the United States.In addition,all our directors and officers are nationals and/or residents of countries other than the United States,and all or asu

327、bstantial portion of such persons assets are located outside the United States.As a result,it may be difficult for investors to effect service of process within the United States upon us or suchpersons or to enforce judgments obtained in United States courts against them or against us,including judg

328、ments predicated upon the civil liability provisions of the securities laws of the UnitedStates or any state thereof.Shareholder claims or regulatory investigations that are common in the United States are generally difficult to pursue as a matter of law or practicality in Mainland China.For example

329、,inMainland China,there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside Mainland China.Although the authorities inMainland China may establish a regulatory cooperation mechanism with the securities regulatory aut

330、horities of another country or region to implement cross-border supervision and administration,such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism.Furthermore,according to Article177 of th

331、e PRC Securities Law,which became effective in March 2020,no overseas securities regulator is allowed to directly conduct investigations or evidence collection activities within theterritory of Mainland China.While detailed interpretation of or implementation rules under the same article have yet to

332、 be promulgated,the inability for an overseas securities regulator to directlyconduct investigations or evidence collection activities within Mainland China may further increase difficulties faced by you in protecting your interests.Our principal business operation is conducted in Hong Kong.In the e

333、vent that the U.S.regulators carry out an investigation on us and there is a need to conduct such investigation or collectevidence within the territory of the PRC,the U.S.regulators may not be able to carry out such investigation or evidence collection directly in the PRC under the PRC laws.The U.S.regulators may,in the future,consider cross-border cooperation with a securities regulatory authorit