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1、F-1/A 1 ea0221953-10.htm REGISTRATION STATEMENTAs filed with the Securities and Exchange Commission on June 9,2025.Registration Statement No.333-287408UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_AMENDMENT NO.1 TOFormF-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_Upt

2、rend Holdings Limited(Exact name of registrant as specified in its charter)_Cayman Islands 1540 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(IRS EmployerIdentification Number)Room 22,23/F,Tuen Mun Centre Square22 Hoi

3、Wing Road,Tuen MunNew Territories,HongKong+852 3563 7050(Address,includingzipcode,andtelephonenumber,includingareacode,ofregistrantsprincipale_c/o Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168Phone:+1(800)221-0102(Name,address,including zip code,and telephone number,including a

4、rea code,ofagent for service)_Copies to:Sanny Choi,Esq.Clement Au,Esq.CFN Lawyers LLC418 Boardway#4607Albany,NewYork,NY12207+646 386 8128 Mark Crone,Esq.Liang Shih,Esq.Zhiqi“Camilla”Zheng,Esq.The Crone Law Group,P.C.420 Lexington Ave,Suite 2446New York,NY 10170+646 861 7891_Approximate date of comme

5、ncement of proposed sale to public:As soon as practicableafter this registration statement becomes effective.If any of the securities being registered on this form are to be offered on a delayed orcontinuous basis pursuant to Rule415 under the Securities Act,check the following box.If this Form is f

6、iled to register additional securities for an offering pursuant toRule 462(b)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment file

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

8、k the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined inRule405 of the Securities Act:Emerging growth company If an emer

9、ging growth company that prepares its financial statements in accordance withaccounting principles generally accepted in the UnitedStates(“U.S.GAAP”),indicate by checkmark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accountin

10、g standards provided pursuant to Section7(a)(2)(B)of theSecurities Act._The term“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April5,2012.The registrant hereby amends this registrati

11、on statement on such date or dates asmay be necessary to delay its effective date until the registrant shall file afurther amendment that specifically states that this registration statement shallthereafter become effective in accordance with Section8(a)of the Securities Act oruntil the registration

12、 statement shall become effective on such date as theCommission,acting pursuant to such Section8(a),may determine.2025/6/10 09:37sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htm1/226Table of Cont

13、entsThe information in this prospectus is not complete and may be changed.Wemay not sell these securities until the registration statement filed withthe Securities and Exchange Commission is effective.This prospectus is notan offer to sell these securities and it is not soliciting an offer to buythe

14、se securities in any jurisdiction where the offer or sale is notpermitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION,DATED JUNE 9,20251,500,000 Ordinary SharesUptrend Holdings LimitedThis is the initial public offering of the ordinary shares(“IPO”),par valueUS$0.0001 per share(“Ordinary Shares”or“

15、Shares”),of Uptrend Holdings Limited(“UPT”),an exempted company with limited liability incorporated under the laws ofthe Cayman Islands,whose subsidiaries are established in HongKong and the BritishVirgin Islands.We are offering 1,500,000 Ordinary Shares of UPT,representing 10%ofthe Ordinary Shares

16、following completion of the offering of UPT.Following thisoffering,approximately 10%of the Ordinary Shares will be held by publicshareholders,assuming the Underwriters do not exercise the Over-Allotment Option.Prior to this offering,there has been no public market for our Ordinary Shares.The offerin

17、g price of the Shares in this offering is expected to be between$4.00 and$5.00 per share.We intend to apply to list the Shares on the Nasdaq Capital Marketunder the symbol“UPX”.Listing of the Shares on Nasdaq is a condition to theoffering.There is no assurance that such application will be approved,

18、and if ourapplication is not approved,this offering may not be completed.Investors are cautioned that you are buying shares of a Cayman Islandsholding company with operations in HongKong by its Operating Subsidiary.UPT is a holding company incorporated in the Cayman Islands with no materialoperation

19、s of its own,and we conduct our operations primarily in HongKong throughour Operating Subsidiary(as defined below).References to the“Company,”“we,”“us,”and“our”in the prospectus are to UPT,the Cayman Islands entity that willissue the Ordinary Shares being offered.This is an offering of the Ordinary

20、Sharesof UPT,the Cayman Islands holding company,and not of the shares of the OperatingSubsidiary.Investors in this offering may never directly hold any equity interestsin the Operating Subsidiary.Investing in the Shares is highly speculative and involves a highdegree of risk.Before buying any Ordina

21、ry Shares,you should carefullyread the discussion of material risks of investing in the Shares in“RiskFactors”beginning onpage19 of this prospectus.Our operations are primarily located in Hong Kong,a Special AdministrativeRegion of the Peoples Republic of China(“China”or the“PRC”),with its owngovern

22、mental and legal system that is independent from mainland China and has its owndistinct rules and regulations.Due to long-arm provisions under the current PRC lawsand regulations,there remains regulatory uncertainty with respect to theimplementation and interpretation of laws in China.We are subject

23、 to the risks ofuncertainty about any future actions of the PRC government or authorities inHong Kong in this regard.We may also be subject to unique risks due to theuncertainty of the interpretation and application of PRC laws and regulations.We do not have any operations in mainland China and curr

24、ently do not have orintend to have any operating subsidiary established in mainland China or anycontractual arrangement to establish a variable interest entity(“VIE”)structurewith any entity in mainland China,but because all of our operations are conducted inHongKong through our wholly-owned Operati

25、ng Subsidiary,and HongKong is a SpecialAdministrative Region of China.Should the PRC government choose to exercisesignificant oversight and discretion over the conduct of our business,they mayintervene in or influence our operations.Such governmental actions:could result in a material change in our

26、operations and/or the value of oursecurities;could significantly limit or completely hinder our ability to continue ouroperations;could significantly limit or completely hinder our ability to offer orcontinue to offer our securities to investors;andmay cause the value of our securities to significan

27、tly decline or beworthless.The legal and operational risks associated in operating in the PRC also apply tothe Operating Subsidiarys operations in Hong Kong,and we face the risks anduncertainties associated with the complex and evolving PRC laws and regulations andas to whether and how the recent PR

28、C government statements and regulatorydevelopments,such as those relating to data and cyberspace security,and anti-monopoly concerns,would be applicable to the Operating 2025/6/10 09:37sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htmhttps:/www.sec.gov/Archives/edgar/data/20463

29、70/000121390025052394/ea0221953-10.htm2/226Table of ContentsSubsidiary and us,given the substantial operations of the Operating Subsidiary inHong Kong and the possibilities that Chinese government may exercise significantoversight over the conduct of business in HongKong.In the event that the Operat

30、ingSubsidiary is to become subject to laws and regulations of the PRC,these risks couldresult in material costs to ensure compliance,fines,material changes in ouroperations and/or the value of the securities we are registering for sale,and/orcould significantly limit or completely hinder our ability

31、 to offer or continue tooffer securities to investors and cause the value of such securities to significantlydecline or be worthless.For example,if the recent regulatory actions of the PRCgovernment on data security,anti-monopoly or other data-related laws and regulationswere to apply to us and/or o

32、ur subsidiaries,we and/or our subsidiaries could becomesubject to certain anti-monopoly,cybersecurity and data privacy obligations,including the potential requirement to conduct a cybersecurity review for our publicofferings on a foreign stock exchange,and the failure to meet such obligations couldr

33、esult in penalties and other regulatory actions against us and/or our subsidiariesand may materially and adversely affect our subsidiaries business and our resultsof operations.We believe that we and the Operating Subsidiary is not currentlyrequired to obtain permission from or complete filing proce

34、dure with the PRC and/orHong Kong government authorities to list on a U.S.securities exchange andconsummate this offering,including the permission requirement or complete filingprocedure for any data security or anti-monopoly concerns.However,there is noguarantee that this will continue to be the ca

35、se in the future in relation to thecontinued listing of our securities on a securities exchange in the UnitedStates,or even when such permission is obtained or such filing is completed,it will not besubsequently denied or rescinded.See“Risk Factors Risks Related to DoingBusiness in Hong Kong Our key

36、 operations are in Hong Kong,a SpecialAdministrative Region of the PRC.According to the long-arm provisions under thecurrent PRC laws and regulations,the PRC government may exercise significantoversight and discretion over the conduct of our business and may intervene in orinfluence our operations a

37、t any time,which could result in a material change in ouroperations and/or the value of the Shares.The PRC government may intervene or imposerestrictions on our ability to move money out of HongKong to distribute earningsand pay dividends or to reinvest in our business outside of HongKong.Changes in

38、the policies,regulations,rules,and the enforcement of laws of the PRC governmentmay also be quick with little advance notice and our assertions and beliefs of therisk imposed by the PRC legal and regulatory system cannot be certain.”on page27;and“Risk FactorsRisks Related to Doing Business in HongKo

39、ngIf the PRCgovernment chooses to extend the oversight and control over offerings that areconducted overseas and/or foreign investment in mainland China-based issuers toHongKong-based issuers,such action may significantly limit or completely hinderour ability to offer or continue to offer Ordinary S

40、hares to investors and cause thevalue of our Ordinary Shares to significantly decline or be worthless”on page32.We are aware that recently the PRC government has initiated a series ofregulatory actions and new policies to regulate business operations in certain areasin China with little advance noti

41、ce,including cracking down on illegal activities inthe securities market,enhancing supervision over China-based companies listedoverseas using a variable interest entity(“VIE”)structure,adopting new measuresto extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enfor

42、cement.See“Prospectus SummaryRecent Regulatory Development inthe PRC”beginning on page11.On August 20,2021,the 30th meeting of the Standing Committee of the 13thNational Peoples Congress voted and passed the“Personal Information Protection Lawof the Peoples Republic of China”(“PRC Personal Informati

43、on Protection Law”),which became effective on November1,2021.The PRC Personal Information ProtectionLaw applies to the processing of personal information of natural persons within theterritory of China that is carried out outside of China where(1)such processing isfor the purpose of providing produc

44、ts or services for natural persons within China,(2)such processing is to analyze or evaluate the behavior of natural persons withinChina,or(3)there are any other circumstances stipulated by related laws andadministrative regulations.On December 24,2021,the China Securities Regulatory Commission(“CSR

45、C”),together with other relevant government authorities in mainland China,issued theProvisions of the State Council on the Administration of Overseas Securities Offeringand Listing by Domestic Companies(Draft for Comments),and the Measures for theFiling of Overseas Securities Offering and Listing by

46、 Domestic Companies(Draft forComments)(“Draft Overseas Listing Regulations”).The Draft Overseas ListingRegulations require that a PRC domestic enterprise seeking to issue and list itsshares overseas(“Overseas Issuance and Listing”)shall complete the filingprocedures and submit the relevant informati

47、on to CSRC.The Overseas Issuance andListing includes direct and indirect issuance and listing.Where an enterprise whoseprincipal business activities are conducted in PRC seeks to issue and list its sharesin the name of an 2025/6/10 09:37sec.gov/Archives/edgar/data/2046370/000121390025052394/ea022195

48、3-10.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htm3/226Table of Contentsoverseas enterprise on the basis of the equity,assets,income,or other similarrights and interests of the relevant PRC domestic enterprise,such activities shallbe deemed an indirect oversea

49、s issuance and listing under the Draft Overseas ListingRegulations.On December 28,2021,the Cyberspace Administration of China(the“CAC”),jointly with the relevant authorities,formally published Measures for CybersecurityReview(2021),which took effect on February 15,2022,and replaced the formerMeasure

50、s for Cybersecurity Review(2020)issued on July10,2021.The Measures forCybersecurity Review(2021)stipulates that operators of critical informationinfrastructure purchasing network products and services,and online platformoperators(together with the operators of critical information infrastructure,the

51、(“Operators”)carrying out data processing activities that affect or may affectnational security,shall conduct a cybersecurity review,and any online platformoperator who controls more than one million users personal information must gothrough a cybersecurity review by the cybersecurity review office

52、if it seeks to belisted in a foreign country.On February17,2023,the CSRC released the Trial Measures for Administration ofOverseas Securities Offerings and Listings by Domestic Companies and fiveinterpretive guidelines(collectively,the“CSRC Filing Rules”),which came intoeffect on March31,2023.Under

53、the CSRC Filing Rules,a filing based regulatorysystem shall be applied to“indirect overseas offerings and listings”of PRCdomestic companies,which refers to securities offerings and listings in an overseasmarket made under the name of an offshore entity but based on the underlying equity,assets,earni

54、ngs,or other similar rights of a domestic company that operates itsmain business domestically.The CSRC Filing Rules state that any post-listing follow-on offering by an issuer in the same overseas market,including issuance of shares,convertible notes,and other similar securities,shall be subject to

55、filingrequirement within threebusinessdays after the completion of the offering.The Operating Subsidiary may collect and store certain data(including certainpersonal information)from our clients,who may be mainland China individuals,inconnection with our business and operations and for“Know Your Cus

56、tomers”purposes(to combat money laundering).The Measures for Cybersecurity Review(2021),PRC DataSecurity Law,the PRC Personal Information Protection Law,and the Draft OverseasListing Regulations currently does not have an impact on our business,operations orthis offering,nor are we or the Operating

57、Subsidiary are covered by permissionrequirements from the CAC that is required to approve our HongKong subsidiariesoperations and our offering,as our HongKong subsidiaries will not be deemed to bean“Operator”or a“data processor”that required to file for cybersecurity reviewbefore listing in the Unit

58、ed States,because:(i)the Operating Subsidiary wasincorporated in HongKong and operate only in HongKong without any subsidiary orVIE structure in mainland China and each of the Measures for Cybersecurity Review(2021),the Personal Information Protection Law and the Draft Overseas ListingRegulations do

59、es not clearly provide whether it shall be applied to a company basedin HongKong;(ii)as of date of this prospectus,the Operating Subsidiary has inaggregate collected and stored personal information of far less than one millionusers;(iii)all of the data the Operating Subsidiary has collected is store

60、d inservers located in HongKong,and we and the Operating Subsidiary do not place anyreliance on collection and processing of any personal information to maintain ourbusiness operation;(iv)as of the date of this prospectus,our Operating Subsidiaryhas not been informed by any PRC governmental authorit

61、y of any requirement that itfiles for a CSRC review,nor has received any inquiry,notice,warning,or sanctionin such respect initiated by the CAC or related governmental regulatory authorities;and(v)data processed in our business should not have a bearing on nationalsecurity nor affect or may affect n

62、ational security,and we and the OperatingSubsidiary have not been notified by any authorities of being classified as anOperator.Moreover,pursuant to the Basic Law,PRC laws and regulations shall not beapplied in HongKong except for those listed in AnnexIII of the Basic Law(which isconfined to laws re

63、lating to national defense,foreign affairs and other matters thatare not within the scope of autonomy).Therefore,based on the PRC laws andregulations effective as of the date of this prospectus and subject tointerpretations of these laws and regulations that may be adopted by mainland Chinaauthoriti

64、es,neither we,nor the Operating Subsidiary in Hong Kong are currentlyrequired to obtain any permission or approval from the mainland China governmentauthorities,including the CSRC and CAC,to operate our business or to offer thesecurities being registered to foreign investors.As of the date of this p

65、rospectus,neither we nor the Operating Subsidiary have ever applied for any such permission orapproval.However,given the uncertainties arising from the legal system in mainland Chinaand HongKong,including uncertainties regarding the interpretation and enforcementof the PRC laws and regulations and t

66、he significant authority of the PRC governmentto intervene or influence the offshore holding company headquartered in HongKong,there remains significant uncertainty in the interpretation and enforcement of DraftOverseas Listing Regulations,CSRC 2025/6/10 09:37sec.gov/Archives/edgar/data/2046370/0001

67、21390025052394/ea0221953-10.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htm4/226Table of ContentsFiling Rules,PRC Personal Information Protection Law,relevant mainland China dataprivacy,cybersecurity laws and other regulations.Since the CSRC Filing Rules arenewl

68、y promulgated,their interpretation,application and enforcement remain unclearand there also remains significant uncertainty as to the enactment,interpretationand implementation of other regulatory requirements related to overseas securitiesofferings and other capital markets activities.If the CSRC F

69、iling Rules becomeapplicable to us or the Operating Subsidiary in Hong Kong,if the OperatingSubsidiary is deemed to be an“Operator”,or if the Measures for CybersecurityReview(2021)or the PRC Personal Information Protection Law become applicable tothe Operating Subsidiary in Hong Kong,the business op

70、eration of the OperatingSubsidiary and the listing of our Ordinary Shares in the United States could besubject to the CACs cybersecurity review or the CSRC Overseas Issuance and Listingreview in the future.While,we do not believe we are covered by the permissionrequirements from CSRC or CAC,investor

71、s of our company and our business may facepotential uncertainty from actions taken by the PRC government affecting ourbusiness.If the applicable laws,regulations,or interpretations change and theOperating Subsidiary become subject to the CAC or CSRC review,we cannot assure youthat the Operating Subs

72、idiary will be able to comply with the regulatory requirementsin all respects and our current practice of collecting and processing personalinformation may be ordered to be rectified or terminated by regulatory authorities.If we were required to obtain such permissions or approvals in the future inc

73、onnection with the listing or continued listing of our securities on a stockexchange outside of the PRC,it is uncertain how long it will take for us to obtainsuch approval,and,even if we obtain such approval,the approval could be rescinded.Any failure to obtain or a delay in obtaining the necessary

74、permissions from the PRCauthorities to conduct offerings or list outside of the PRC may subject us tosanctions imposed by the PRC regulatory authorities,which could include fines andpenalties,proceedings against us,and other forms of sanctions,and our ability toconduct our business,invest into the m

75、ainland China as foreign investments or acceptforeign investments,ability to offer or continue to offer Ordinary Shares toinvestors or list on the U.S.or other overseas exchange may be restricted,and thevalue of our Ordinary Shares may significantly decline or be worthless,our business,reputation,fi

76、nancial condition,and results of operations may be materially andadversely affected.See“Risk Factors Risks Related to Doing Business inHongKongIf the PRC government chooses to extend the oversight and control overofferings that are conducted overseas and/or foreign investment in mainland China-based

77、 issuers to Hong Kong-based issuers,such action may significantly limit orcompletely hinder our ability to offer or continue to offer Ordinary Shares toinvestors and cause the value of our Ordinary Shares to significantly decline or beworthless”on page32.The PRC government may intervene or influence

78、 our operations at any time and mayexert more control over offerings conducted overseas and foreign investment inHong Kong-based issuers.The PRC government may also intervene or imposerestrictions on our ability to move out of HongKong to distribute earnings and paydividends or to reinvest in our bu

79、siness outside of Hong Kong.Furthermore,PRCregulatory authorities may in the future promulgate laws,regulations or implementingrules that require our company or any of our subsidiaries to obtain regulatoryapproval from PRC authorities before this offering.These actions could result in amaterial chan

80、ge in our operations and could significantly limit or completely hinderour ability to complete this offering or cause the value of the Shares tosignificantly decline or become worthless.See“Prospectus Summary RecentRegulatory Developments in the PRC”beginning on page11.Furthermore,as more stringent

81、criteria,including the Holding Foreign CompaniesAccountable Act(the“HFCA Act”),have been recently imposed by the SEC and thePublic Company Accounting Oversight Board(“PCAOB”),recently,the Shares may beprohibited from trading if our auditor cannot be fully inspected.Our auditor,WWCP.C.,the independen

82、t registered public accounting firm that issues the audit reportincluded in this prospectus,as an auditor of companies that are traded publicly inthe UnitedStates and a firm registered with the PCAOB,is subject to laws in theUnitedStates pursuant to which the PCAOB conducts regular inspections to as

83、sess WWCP.C.s compliance with applicable professional standards.WWC P.C.is headquarteredin San Mateo,CA and can be inspected by the PCAOB.As of the date of thisprospectus,our auditor is not subject to the determinations announced by the PCAOBon December16,2021,relating to the PCAOBs inability to ins

84、pect or investigatecompletely registered public accounting firms headquartered in mainland China orHong Kong because of a position taken by one or more authorities in the PRC orHong Kong.On August 26,2022,CSRC,the Ministry of Finance of the PRC(the“MOF”),and the PCAOB signed a Statement of Protocol(

85、the“Protocol”),governinginspections and investigations of audit firms based in China and Hong Kong.TheProtocol remains unpublished and is subject to further explanation andimplementation.Pursuant to the fact sheet with respect to the Protocol disclosed bythe SEC,the PCAOB shall have independent disc

86、retion to 2025/6/10 09:37sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htm5/226Table of Contentsselect any issuer audits for inspection or investigation and has the unfetteredability to transfer i

87、nformation to the SEC.On December 15,2022,the PCAOBdetermined that the PCAOB was able to secure complete access to inspect andinvestigate registered public accounting firms headquartered in mainland China andHongKong and voted to vacate its previous determinations to the contrary.However,should PRC

88、authorities obstruct or otherwise fail to facilitate the PCAOBs accessin the future,the PCAOB will consider the need to issue a new determination.See“Risk Factors Risks Relating to The Shares Although the audit reportincluded in this prospectus is prepared by PCAOB registered auditor who are current

89、lyinspectable by the PCAOB,there is no guarantee that future audit reports will beprepared by auditors inspectable by the PCAOB and,as such,in the future investorsmay be deprived of the benefits of the PCAOB inspection program.Furthermore,tradingin our securities may be prohibited under the HFCA Act

90、 if the SEC subsequentlydetermines our audit work is performed by auditors that the PCAOB is unable toinspect or investigate completely,and as a result,U.S.national securitiesexchanges,such as the Nasdaq,may determine to delist our securities.Furthermore,on December 29,2022,the Accelerating Holding

91、Foreign Companies Accountable Act(the“AHFCAA”)was enacted,which amended the HFCA Act by requiring the SEC toprohibit an issuers securities from trading on any U.S.stock exchanges if itsauditor is not subject to PCAOB inspections for two consecutiveyears instead ofthree,and thus reduced the time befo

92、re the Shares may be prohibited from trading ordelisted”on page 33.We cannot assure you whether Nasdaq or other regulatoryauthorities will apply additional or more stringent criteria to us.Such uncertaintycould cause the market price of the Shares to be materially and adversely affected.Our manageme

93、nt monitors the cash position of the Operating Subsidiary regularlyand prepares budgets on a monthly basis to ensure it has the necessary funds tofulfil its obligations for the foreseeable future and to ensure adequate liquidity.In the event that there is a need for cash or a potential liquidity iss

94、ue,it will bereported to our Chief Financial Officer and subject to approval by our board ofdirectors(“Board of Directors”).For UPT to transfer cash to its subsidiaries,UPT is permitted under the laws ofthe Cayman Islands and its Amended and Restated Memorandum and Articles(as definedbelow)to provid

95、e funding to our subsidiaries incorporated in the BVI(as definedbelow)and HongKong through loans or capital contributions.UPTs subsidiary formedunder the laws of the BVI is permitted under the laws of the BVI to provide fundingto the Operating Subsidiary subject to certain restrictions set forth in

96、the BVIBusiness Companies Act2004(asamended)and memorandum and articles of associationof the relevant UPTs subsidiary incorporated under the laws of the BVI.As aholding company,UPT may rely on dividends and other distributions on equity paid byits subsidiaries for its cash and financing requirements

97、.According to the BVIBusiness Companies Act 2004(as amended),a BVI company may make dividendsdistribution to the extent that immediately after the distribution,the value of thecompanys assets exceeds its liabilities and that such company is able to pay itsdebts as they fall due.According to the Comp

98、anies Ordinance of Hong Kong,aHong Kong company may only make a distribution out of profits available fordistribution.If any of UPTs subsidiaries incur debt on their own behalf in thefuture,the instruments governing such debt may restrict their ability to paydividends to UPT.During the six months en

99、ded September 30,2024 and thefiscalyears ended March31,2024 and 2023,UPT,UPT BVI,and UPT HK did not declareor pay any dividends and there was no transfer of assets among UPT and itssubsidiaries.We do not have any current intentions to distribute further earnings.If we decide to pay dividends on any

100、of the Shares in the future,as a holdingcompany,we will be dependent on receipt of funds from the Operating Subsidiary byway of dividend payments.See“Dividend Policy,”“Risk FactorsRisks Relatedto The SharesWe rely on dividends and other distributions on equity paid by theOperating Subsidiary to fund

101、 our cash and financing requirements,and any limitationon the ability of our subsidiaries to make payments to us could have a materialadverse effect on our ability to conduct our business.”on page 39,and“Consolidated Statements of Change in Shareholders Equity in the Report ofIndependent Registered

102、Public Accounting Firm”for further details.We are an“emerging growth company”and a“foreign private issuer”as defined under the federal securities laws and,as such,will be subjectto reduced public company reporting requirements.See“ProspectusSummaryImplications of Being an Emerging Growth Company and

103、 a ForeignPrivate Issuer”for additional information.2025/6/10 09:37sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htm6/226Table of ContentsUpon the completion of this offering,15,000,000 Ordinary S

104、hares will beoutstanding(assuming that the Underwriters do not exercise any portion of theirOver-Allotment Option).UPT will be a“controlled company”as defined under theNasdaq Stock Market Rules because,immediately after the completion of this offeringunder the Public Offering Prospectus,the Controll

105、ing Shareholders of UPT will own10,597,500 of the total issued and outstanding Ordinary Shares through Pulse SuccessLimited,representing approximately 71%of the total voting power.Per Share Total(3)IPO price(1)$4.00$6,000,000Underwriting discounts(2)and commissions$0.28$420,000Proceeds,before expens

106、es,to us$3.72$5,580,000_(1)Initial public offering price per share is assumed as$4.00,which is the low end of the rangeset forth on the cover page of this prospectus.(2)Represents underwriting discounts equal to seven percent(7%)of the gross proceeds of theoffering.(3)Assumes that the Underwriters d

107、o not exercise any portion of their Over-Allotment Option.We expect our total cash expenses for this offering(including cash expensespayable to our Underwriters for their out-of-pocket expenses)to be approximatelyUS$942,128 exclusive of the above discounts.In addition,we will pay additionalitems of

108、value in connection with this offering that are viewed by the FinancialIndustry Regulatory Authority(“FINRA”),as underwriting compensation.Thesepayments will further reduce proceeds available to us before expenses.See“Underwriting.”Neither the Securities and Exchange Commission(as defined below)nora

109、ny state securities commission nor any other regulatory body has approvedor disapproved of these securities or determined if this prospectus istruthful or complete.Any representation to the contrary is a criminaloffense.This offering is being conducted on a firm commitment basis.The Underwriters are

110、obligated to take and pay for all of the Ordinary Shares offered by this prospectus.We have granted the Underwriters an option for a period of forty-five(45)daysafter the closing date of this offering(the“Closing Date”)to purchase up to225,000 additional Ordinary Shares from us at the IPO price(or 1

111、5%of the OrdinaryShares sold in this offering),less underwriting discounts to cover over-allotments,if any.If the Underwriters exercise the Over-Allotment Option(as defined below)infull,assuming the public offering price per Ordinary Share is US$4.00,the totalunderwriting discounts payable will be U

112、S$483,000 and the total proceeds to us,before expenses,will be US$6,417,000.We expect our total cash expenses for this offering to be approximatelyUS$942,128,including cash expenses payable to the Underwriters for their reasonableout-of-pocket expenses,exclusive of the above discounts.If we complete

113、 this offering,net proceeds will be delivered to us on the ClosingDate.The Underwriters expect to deliver the Ordinary Shares against payment as setforth under“Underwriting”on or about,2025.Cathay Securities,Inc.The date of this prospectus is,2025.2025/6/10 09:37sec.gov/Archives/edgar/data/2046370/0

114、00121390025052394/ea0221953-10.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htm7/226Table of ContentsTABLE OF CONTENTS PageProspectus Summary 1Risk Factors 19Special Note Regarding Forward-Looking Statements 48Industry and Market Data 49Use of Proceeds 53Dividend

115、 Policy 54Capitalization 55Dilution 56Exchange Rate Information 58Corporate History and Structure 59Managements Discussion and Analysis of Financial Condition and Results ofOperations 62Business 74Regulations 89Management 100Related Party Transactions 107Principal Shareholders 110Description of Shar

116、e Capital 111Shares Eligible for Future Sale 124Material Income Tax Considerations 127Underwriting 134Expenses Related to this Offering 144Legal Matters 145Experts 145Enforceability of Civil Liabilities 146Where You Can Find Additional Information 148Index to Consolidated Financial Statements F-1We

117、are responsible for the information contained in this prospectus andany free writing prospectus we prepare or authorize.We have not,and theUnderwriters have not,authorized anyone to provide you with differentinformation,and we and the Underwriters take no responsibility for anyother information othe

118、rs may give you.We are not,and the Underwriters arenot,making an offer to sell the Shares in any jurisdiction where the offeror sale is not permitted.You should not assume that the informationcontained in this prospectus is accurate as of any date other than the dateon the front cover of this prospe

119、ctus,regardless of the time of deliveryof this prospectus or the sale of any Ordinary Shares.For investors outside the UnitedStates:Neither we nor the Underwriters havedone anything that would permit this offering or possession or distribution of thisprospectus in any jurisdiction,other than the Uni

120、tedStates,where action for thatpurpose is required.Persons outside the UnitedStates who come into possession ofthis prospectus must inform themselves about,and observe any restrictions relatingto,the offering of the Ordinary Shares and the distribution of this prospectusoutside the UnitedStates.UPT

121、is an exempted company with limited liability incorporated under the laws ofthe Cayman Islands and a majority of our outstanding Ordinary Shares are owned bynon-U.S.residents.Under the rules of the SEC we currently qualify for treatment asa“foreign private issuer.”As a foreign private issuer,we will

122、 not be required tofile periodic reports and financial statements with the SEC as frequently or aspromptly as domestic registrants whose securities are registered under theExchangeAct.Until and including,2025(25 days after the date of thisprospectus),all dealers that buy,sell or trade the Shares,whe

123、ther or notparticipating in this offering,may be required to deliver a prospectus.This delivery requirement is in addition to the obligation of dealers todeliver a prospectus when acting as Underwriters and with respect to theirunsold allotments or subscriptions.i2025/6/10 09:37sec.gov/Archives/edga

124、r/data/2046370/000121390025052394/ea0221953-10.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htm8/226Table of ContentsCONVENTIONS THAT APPLY TO THIS PROSPECTUSUnless otherwise indicated or the context otherwise requires,all references inthis prospectus to:Amended

125、and Restated Memorandum and Articles refers to the amendedand restated memorandum and articles of association of our Company to beadopted by the Company conditional upon and with effect from the date onwhich the Registration Statement becomes effective;“BVI”refers to the British Virgin Islands;“C&D

126、materials”are to construction and demolition materials,being anysubstance,matter or thing which is generated as a result of constructionwork and abandoned whether or not it has been processed or stockpiled beforeabandoned.It is a mixture of surplus materials arising from site clearance,excavation,co

127、nstruction,refurbishment,renovation,demolition and roadworks;“Companies Act”refers to the Companies Act(as revised)of the CaymanIslands,as amended,supplemented or otherwise modified from time to time;“Company,”“we,”“us,”and“UPT”refers to Uptrend Holdings Limited,an exempted Company with limited liab

128、ility incorporated under the laws ofthe Cayman Islands on October 3,2024,that will issue the Ordinary Sharesbeing offered and does not include its subsidiaries,Uptrend InvestmentDevelopment Limited and Uptrend Construction&Engineering Limited;“Controlling Shareholder”refer to the ultimate beneficial

129、 owner of theCompany,who is Mr.Chan Sum Yuen.See“Management”and“PrincipalShareholders”for more information;“ExchangeAct”refers to the U.S.Securities ExchangeActof1934,asamended;“Group”refers to the Company and its subsidiaries,UPT BVI and UPT HK;“HKD”or“HK$”refers to HongKong dollar(s),the lawful cu

130、rrency ofHongKong;“Hong Kong”refers to Hong Kong Special Administrative Region of thePeoples Republic of China;“Independent Third Party”refers to a person or company who or which isindependent of and is not a 5%owner of,does not control and is notcontrolled by or under common control with any 5%owne

131、r and is not thespouse or descendant(by birth or adoption)of any 5%owner of the Company;“mainland China”refers to the PRC(excluding Hong Kong,Macau andTaiwan);“Memorandum and Articles”refers to the memorandum of association and thearticles of association of our Company adopted on October3,2024;“Mr.C

132、han”refers to Mr.Chan Sum Yuen,our Controlling Shareholder;“Nasdaq”refers to Nasdaq Stock Market LLC;“Ordinary Shares”or“Shares”refer to our ordinary shares,par valueUS$0.0001 per ordinary share;“our Group”or“the Group”refers to Uptrend Holdings Limited and itssubsidiaries;“PCAOB”refers to Public Co

133、mpany Accounting Oversight Board;“PRC”or“China”refers to the Peoples Republic of China;“PRC government”or“PRC authorities,”or variations of such words orsimilar expressions,refer to the central,provincial,and local governmentsof all levels in mainland China,including regulatory and administrativeaut

134、horities,agencies and commissions,or any court,tribunal or any otherjudicial or arbitral body in mainland China;“UPT BVI”refers to Uptrend Investment Development Limited,a BVI businesscompany limited by shares incorporated in the BVI,a direct wholly ownedsubsidiary of UPT;ii2025/6/10 09:37sec.gov/Ar

135、chives/edgar/data/2046370/000121390025052394/ea0221953-10.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htm9/226Table of Contents“UPT HK”and“Operating Subsidiary”refers to Uptrend Construction&Engineering Limited,a company incorporated in Hong Kong with limitedlia

136、bility,an indirectly wholly owned subsidiary of UPT and our soleoperating subsidiary in HongKong;“PRC laws”refer to all applicable laws,statutes,rules,regulations,ordinances and other pronouncements having the binding effect of law inmainland China;“RMB”or“Renminbi”means Renminbi,the lawful currency

137、 of the PRC;“SEC”or“Securities and Exchange Commission”means the UnitedStatesSecurities and Exchange Commission;“Securities Act”refers to the U.S.Securities Actof1933,as amended;“U.S.dollars”or“$”or“USD”or“dollars”refers to UnitedStatesdollar(s),the lawful currency of the UnitedStates.We have made r

138、ounding adjustments to some of the figures included in thisprospectus.Accordingly,numerical figures shown as totals in some tables may not bean arithmetic aggregation of the figures that preceded them.Unless the context indicates otherwise,all information in this prospectusassumes no exercise by the

139、 Underwriters of their Over-Allotment Option.UPT is a holding company with operations conducted in Hong Kong through ourOperating Subsidiary in Hong Kong,Uptrend Construction&Engineering Limited.Uptrend Construction&Engineering Limiteds reporting currency is Hong Kongdollars.This prospectus contains

140、 translations of Hong Kong dollars intoU.S.dollars solely for the convenience of the reader.Unless otherwise noted,alltranslations from Hong Kong dollars to U.S.dollars and from U.S.dollars toHongKong dollars in this prospectus were calculated at the rate of US$1=HK$7.8,representing the noon buying

141、rate in The City of NewYork for cable transfers of HK$as certified for customs purposes by the Federal Reserve Bank of NewYork on thelasttradingday of March31,2024.No representation is made that the HK$amountrepresents or could have been,or could be converted,realized or settled into US$atthat rate,

142、or at any other rate.iii2025/6/10 09:37sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htm10/226Table of ContentsPROSPECTUS SUMMARYThe following summary highlights information contained elsewhere in

143、 thisprospectus and does not contain all of the information you should consider beforeinvesting in the Shares.You should read the entire prospectus carefully,including“Risk Factors,”“Managements Discussion and Analysis of Financial Condition andResults of Operations,”and our consolidated financial s

144、tatements and the relatednotes thereto,in each case included in this prospectus.You should carefullyconsider,among other things,the matters discussed in the section of thisprospectus titled“Business”before making an investment decision.Unless thecontext otherwise requires,all references to“UPT,”“we,

145、”“us,”“our,”the“Company,”and similar designations refer to Uptrend Holdings Limited,an exemptedcompany with limited liability incorporated under the laws of the Cayman Islands.OverviewWe are a holding company incorporated in the Cayman Islands with operationsconducted in Hong Kong by our Operating S

146、ubsidiary,Uptrend Construction&Engineering Limited.We have been operating principally as a subcontractor in theHong Kong construction industry since 2015.As a subcontractor,we provide ourcustomers with two major construction solutions,which include(i)civilengineering works and(ii)soil and rock trans

147、portation services.Our direct customers are generally main contractors of various building andinfrastructure construction projects in HongKong and the ultimate owners of theprojects undertaken by us mainly include property developers in HongKong as wellas the Hong Kong government.Our project portfol

148、io consists mainly of publicsectors projects in HongKong,which include infrastructure and public facilitiesdevelopments.We take pride in the quality of works which we deliver and we havedeveloped stable relationship with a majority of our customers over theyears.In recognition of our achievements in

149、 the construction industry in HongKong,our Operating Subsidiary has been granted registration as a Registered SpecialistTrade Contractor in the designated trade category of sheet piles,earthwork,roadworks,road drainage and sewer,metal doors and fire rated door under theRegistered Specialist Trade Co

150、ntractors Scheme(formerly known as the SubcontractorRegistration Scheme)of the Construction Industry Council.Our Competitive StrengthsWe believe the following competitive strengths differentiate us from ourcompetitors:We have an established track record in the construction industry inHongKong;Our op

151、erating subsidiary has a large fleet of machinery and vehicles;We implement a stringent quality assurance system;We emphasize timeliness for completion of projects;andWe have an experienced and professional management teamOur StrategiesWe intend to pursue the following strategies to further expand o

152、ur business:Expand our workforce;Acquisition of additional machineries;Enhancing our safety training program;Compete for sizeable and profitable construction projects;andStrengthening our marketing efforts.12025/6/10 09:37sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htmhttps:/

153、www.sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htm11/226Table of ContentsCorporate History and StructureOur Operating Subsidiary was incorporated as a company with limited liabilityunder the laws of HongKong in April2015.UPT was incorporated as an exempted company with limit

154、ed liability under thelaws of the Cayman Islands on October3,2024.UPTs direct subsidiary is UPT BVI,a company incorporated under the laws of the BVI on October8,2024 and the holdingcompany of our Operating Subsidiary.As part of our reorganization for the purpose of this offering,the followingshare t

155、ransactions have taken place:1)On October3,2024,one(1)Ordinary Share was allotted and issued asfully paid to Quality Corporate Services Ltd,an initial subscriber and anindependent third party,which was subsequently transferred to PulseSuccess Limited,a company incorporated under the laws of the BVI

156、inOctober2024 and wholly owned by our Controlling Shareholder;2)On October25,2024,a share split was conducted by the Company,pursuantto which every issued and unissued Ordinary Share was subdivided into tenthousand(10,000)Ordinary Share.After the share split and as of the dateof this prospectus,the

157、authorized share capital of the Company consistsof US$50,000 divided into 500,000,000 shares of US$0.0001 each;and3)On November 21,2024,our Controlling Shareholder entered into a sale andpurchase agreement with UPT and UPT BVI,pursuant to which our ControllingShareholder transferred 1,000,000 ordina

158、ry shares in our OperatingSubsidiary at a consideration of HK$1,000,000 to UPT BVI and received13,490,000Ordinary Shares issued and allotted by UPT.Upon completion ofthe aforesaid transactions,Pulse Success Limited,via its direct holdingin UPT,became the ultimate holding company of our Operating Sub

159、sidiary.4)On December 18,2024,Pulse Success Limited entered into a sale andpurchase agreement with Outback View Limited,pursuant to which PulseSuccess Limited sold,and Outback View Limited purchased from PulseSuccess Limited 661,500 Ordinary Shares at a consideration of HK$1,018,710(approximately US

160、$130,604);5)On December 18,2024,Pulse Success Limited entered into a sale andpurchase agreement with Verve Leader Limited,pursuant to which PulseSuccess Limited sold,and Verve Leader Limited purchased from PulseSuccess Limited 661,500 Ordinary Shares at a consideration of HK$1,018,710(approximately

161、US$130,604);6)On December 18,2024,Pulse Success Limited entered into a sale andpurchase agreement with Glory Frontier Holdings Limited,pursuant to whichPulse Success Limited sold,and Glory Frontier Holdings Limited purchasedfrom Pulse Success Limited 594,000 Ordinary Shares at a consideration ofHK$9

162、14,760(approximately US$117,277);7)On December 18,2024,Pulse Success Limited entered into a sale andpurchase agreement with Gentle Pine Investment Limited,pursuant to whichPulse Success Limited sold,and Gentle Pine Investment Limited purchasedfrom Pulse Success Limited 594,000 Ordinary Shares at a c

163、onsideration ofHK$914,760(approximately US$117,277);and8)On December 18,2024,Pulse Success Limited entered into a sale andpurchase agreement with Velvet Aura Limited,pursuant to which PulseSuccess Limited sold and Velvet Aura Limited purchased from ourControlling Shareholder 391,500 Ordinary Shares

164、at a consideration ofHK$602,910(approximately US$77,296).Outback View Limited,Verve Leader Limited,Glory Frontier Holdings Limited,Gentle Pine Investment Limited and Velvet Aura Limited,all of whom and theirultimate beneficial owners,have no affiliation or relationship with us or with ourpredecessor

165、s or affiliates.Further,the aforesaid entities,all of whom and theirultimate beneficial owners,have no affiliation or relationship with each other.22025/6/10 09:37sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025052394/

166、ea0221953-10.htm12/226Table of ContentsThe chart below illustrates our corporate structure and identifies oursubsidiaries as of the date of this prospectus and upon completion of this offering(assuming the Underwriters do not exercise the over-allotment option):We are offering 1,500,000 Ordinary Sha

167、res,representing 10%of the issued andoutstanding Ordinary Shares following completion of the offering of UPT,assumingthe Underwriters do not exercise the Over-Allotment Option.Upon the completion of this offering,15,000,000 Ordinary Shares will beoutstanding.UPT will be a“controlled company”as defin

168、ed under the Nasdaq StockMarket Rules because,immediately after the completion of this offering,theControlling Shareholder of UPT will own 10,597,500 of the total issued andoutstanding Ordinary Shares through Pulse Success Limited,representingapproximately 71%of the total voting power.Holding Compan

169、y StructureUPT is a Cayman Islands holding company with no material operations of its own,and we conduct our operations primarily in Hong Kong through the OperatingSubsidiary.This is an offering of the Ordinary Shares of UPT,an exempted companywith limited liability incorporated under the laws of th

170、e Cayman Islands,insteadof the shares of the Operating Subsidiary.Investors in this offering will notdirectly hold any equity interests in the Operating Subsidiary.As a result of our corporate structure,UPTs ability to pay dividends maydepend upon dividends paid by the Operating Subsidiary.If our Op

171、erating Subsidiaryor any newly formed ones incur debt on their own behalf in the future,theinstruments governing their debt may restrict their ability to pay dividends to us.Transfers of Cash To and From Our SubsidiariesOur management monitors the cash position of the Operating Subsidiary regularlya

172、nd prepares budgets on a monthly basis to ensure it has the necessary funds tofulfil its obligations for the foreseeable future and to ensure adequate liquidity.In the event that there is a need for cash or a potential liquidity issue,it willbe reported to our chief financial officer and subject to

173、approval by the board ofdirectors.No regulatory approval is required for UPT to transfer cash to its subsidiariesis subject to the following:UPT is permitted under the laws of the Cayman Islandsand its Amended and Restated Memorandum and Articles to provide funding to oursubsidiaries incorporated in

174、 the BVI and Hong Kong through loans or capitalcontributions.UPTs subsidiary formed under the laws of the BVI is permitted underthe laws of the BVI to provide funding to the Operating Subsidiary subject tocertain restrictions laid down in the BVI Business Companies Act2004(as amended)and memorandum

175、and articles of association of the relevant UPTs subsidiaryincorporated under the laws of the BVI.32025/6/10 09:37sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htm13/226Table of ContentsThe abilit

176、y of UPT BVI,the direct subsidiary of UPT,to transfer cash to UPTis subject to the following:according to the BVI Business Companies Act2004(asamended),UPT BVI may make dividends distribution to the extent that immediatelyafter the distribution,the value of the companys assets exceeds its liabilitie

177、sand that such company is able to pay its debts as they fall due.The ability of our Operating Subsidiary to transfer cash to UPT BVI is subjectto the following:according to the Companies Ordinance of HongKong,our OperatingSubsidiary may only make a distribution out of profits available for distribut

178、ion.Other than the above,we did not adopt or maintain any cash management policies andprocedures as of the date of this prospectus.During six months ended September 30,2024 and the fiscal years endedMarch 31,2024 and 2023,UPT,UPT BVI,and UPT HK did not declare or pay anydividends and there was no tr

179、ansfer of assets among UPT and its subsidiaries.If we determine to pay dividends on any of the Shares in the future,as aholding company,we will be dependent on receipt of funds from our subsidiaries byway of dividend payments.UPT is permitted under the laws of Cayman Islands and itsAmended and Resta

180、ted Memorandum and Articles to provide funding to its subsidiariesthrough loans or capital contributions.Our Operating Subsidiary is permitted underthe laws of HongKong to provide funding to UPT through dividend distributionswithout restrictions on the amount of the funds distributed.We currently in

181、tend to retain all available funds and future earnings,if any,for the operation and expansion of our business and do not anticipate declaring orpaying any dividends in the foreseeable future.Subject to the Cayman Islands lawsand our Amended and Restated Memorandum and Articles,our board of directors

182、 hascomplete discretion as to whether to distribute dividends.In addition,ourshareholders may by ordinary resolution declare a dividend,but no dividend mayexceed the amount recommended by our directors.Under Cayman Islands law,a CaymanIslands company may pay a dividend out of either profit or share

183、premium account,provided that in no circumstances may a dividend be paid if this would result inthe company being unable to pay its debts as they fall due in the ordinary courseof business.Even if our board of directors decides to declare and pay dividends,the timing,amount and form of future divide

184、nds,if any,will depend on our futureresults of operations and cash flow,our capital requirements and surplus,theamount of distributions,if any,received by us from the operating entities,ourfinancial condition,contractual restrictions and other factors deemed relevant byour board of directors.Any of

185、these factors could have a material adverse effecton our business,financial position and results of operations,and hence there isno assurance that we will be able to pay dividends to our shareholders after thecompletion of the IPO.The Cayman Islands does not impose a withholding tax on payments of d

186、ividendsto shareholders in the CaymanIslands.Under HongKong law,dividends could only be paid out of distributable profits(that is,accumulated realized profits less accumulated realized losses)or otherdistributable reserves,as permitted under HongKong law.Dividends cannot be paidout of share capital.

187、There are no restrictions or limitation under the laws ofHongKong imposed on the conversion of HK dollar into foreign currencies and theremittance of currencies out of HongKong,nor there is any restriction on foreignexchange to transfer cash between UPT and its subsidiaries,across borders and toU.S.

188、investors,nor there is any restrictions and limitations to distributeearnings from our business and subsidiaries,to UPT and U.S.investors and amountsowed.Under the current practice of the Inland Revenue Department of HongKong,notax is payable in HongKong in respect to dividends paid by us.Since Hong

189、Kong is a special administrative region of the PRC and the basicpolicies of the PRC regarding Hong Kong are reflected in the Basic Law of theHongKong Special Administrative Region of the Peoples Republic of China,or theBasic Law,providing Hong Kong with a high degree of autonomy and executive,legisl

190、ative and independent judicial powers,including that of final adjudicationunder the principle of“one country,two systems.”The PRC laws and regulations donot currently have any material impact on transfer of cash from UPT to ourOperating Subsidiary nor from our Operating Subsidiary to UPT and the inv

191、estors inthe U.S.There is currently no restriction or limitation under the laws andregulations of the PRC on currency conversion control do not currently have anymaterial impact on the transfer of cash between the ultimate holding company andour Operating Subsidiary in HongKong.However,the PRC gover

192、nment may,in thefuture,impose restrictions or limitations on our ability to move money out ofHongKong to distribute earnings and pay dividends to and from the other entitieswithin our organization or to reinvest in our business outside of HongKong.Suchrestrictions and limitations,if imposed in the f

193、uture,may delay42025/6/10 09:37sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htm14/226Table of Contentsor hinder the expansion of our business to outside of HongKong and may affect ourability to r

194、eceive funds from our Operating Subsidiary in Hong Kong.Thepromulgation of new laws or regulations,or the new interpretation of existing lawsand regulations,in each case,that restrict or otherwise unfavorably impact ourability to conduct our business could require us to change certain aspects of our

195、business to ensure compliance;decrease demand for our services;reduce revenues;increase costs;require us to obtain more licenses,permits,approvals,orcertificates;or subject us to additional liabilities.To the extent any new ormore stringent measures are implemented,our business,financial condition,a

196、ndresults of operations could be adversely affected and the value of our OrdinaryShares could decrease or become worthless.See“Dividend Policy”,“Risk Factors We rely on dividends and otherdistributions on equity paid by our subsidiaries to fund any cash and financingrequirements we may have,and any

197、limitation on the ability of our subsidiaries tomake payments to us could have a material adverse effect on our ability to conductour business”,“Risk FactorsOur key operations are in HongKong,a SpecialAdministrative Region of the PRC.According to the long-arm provisions under thecurrent PRC laws and

198、 regulations,the PRC government may exercise significantoversight and discretion over the conduct of our business and may intervene in orinfluence our operations at any time,which could result in a material change inour operations and/or the value of the Shares.The PRC government may intervene orimp

199、ose restrictions on our ability to move money out of HongKong to distributeearnings and pay dividends or to reinvest in our business outside of HongKong.Changes in the policies,regulations,rules,and the enforcement of laws of the PRCgovernment may also be quick with little advance notice and our ass

200、ertions andbeliefs of the risk imposed by the PRC legal and regulatory system cannot becertain”,and Consolidated Statements of Change in Shareholders Equity in theaudited financial statements contained in this prospectus for more information.Enforceability of Civil LiabilitiesWe are incorporated und

201、er the laws of the Cayman Islands as an exempted companywith limited liability.We are incorporated in the Cayman Islands in order to enjoythe following benefits:(a)political and economic stability;(b)an effectivejudicial system;(c)a favorable tax system;(d)the absence of exchange controlor currency

202、restrictions;(e)and the availability of professional and supportservices.However,certain disadvantages accompany incorporation in the CaymanIslands.These disadvantages include:(a)the Cayman Islands has a less exhaustivebody of securities laws than the UnitedStates and these securities laws providesl

203、ess protection to investors;and(b)the Cayman Islands companies may not havestanding to sue before the federal courts of the UnitedStates.All of our assets are located in HongKong.In addition,all of our directorsand officers are nationals and/or residents of HongKong and all or a substantialportion o

204、f their assets are located outside the UnitedStates.Due to the lack ofreciprocity and treaties between the UnitedStates and HongKong,together withcost and time constraints,it may be difficult for investors to effect service ofprocess within the United States upon us or the persons who are nationals

205、orresidents of HongKong,or to enforce against us or them judgments obtained inUnited States courts,including judgments predicated upon the civil liabilityprovisions of the securities laws of the United States or any state in theUnitedStates.Our constitutional documents do not contain provisions requ

206、iring that disputes,including those arising under the securities laws of the UnitedStates,among us,our officers,directors and shareholders,be arbitrated.We have appointed Cogency Global Inc.as our agent upon whom process may beserved in any action brought against us under the securities laws of theU

207、nitedStates.Appleby,our counsel as to the laws of the Cayman Islands has advised us thatany final and conclusive judgment for a definite sum(not being a sum payable inrespect of taxes or other charges of a like nature nor a fine or other penalty)and/or certain non-monetary judgments rendered in any

208、action or proceedings broughtagainst our Company in a foreign court(other than certain judgments of a superiorcourt of certain states of the Commonwealth of Australia)will be recognized as avalid judgment by the courts of the Cayman Islands without re-examination of themerits of the case.On general

209、principles,we would expect such proceedings to besuccessful provided that the court which gave the judgment was competent to hearthe action in accordance with private international law principles as applied inthe Cayman Islands and the judgment is not contrary to public policy in the CaymanIslands,h

210、as not been obtained by fraud or in proceedings contrary to naturaljustice.52025/6/10 09:37sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htm15/226Table of ContentsSubstantially all of our assets a

211、re located outside the United States.Inaddition,most of our directors and executive officers are nationals or residentsof jurisdictions other than the UnitedStates and substantially all of their assetsare located outside the United States.As a result,it may be difficult for ashareholder to effect se

212、rvice of process within the UnitedStates upon us or thesepersons,or to enforce judgments obtained in U.S.courts against us or them,including judgments predicated upon the civil liability provisions of thesecurities laws of the UnitedStates,or any state in the UnitedStates.It mayalso be difficult for

213、 you to enforce judgments obtained in U.S.courts based on thecivil liability provisions of the U.S.federal securities laws against us and ourexecutive officers and directors.Directors and Executiveofficers Age PositionMr.Chan Sum Yuen 35 Chief Executive Officer,Director and Chairmanof the BoardMr.Bu

214、t Kar Lin Marco 31 Director,Chief Financial OfficerMr.Au Pak Lun Patrick 38 Independent Director AppointeeProfessorNg Wang WaiCharles 62 Independent Director AppointeeMr.Mak Chung Pan 36 Independent Director AppointeeAll of our directors and officers reside outside the United States inHongKong.CFN L

215、awyers,our counsel as to the laws of HongKong,has advised usthat there is uncertainty as to whether the courts of Hong Kong would(i)recognize or enforce judgments of U.S.courts obtained against us or ourdirectors or officers predicated upon the civil liability provisions of thesecurities laws of the

216、 United States or any state in the United States,or(ii)entertain original actions brought in HongKong against us or our directorsor officers predicated upon the securities laws of the UnitedStates or any statein the UnitedStates.A judgment of a court in the UnitedStates predicated upon U.S.federal o

217、rstate securities laws may be enforced in HongKong at common law by bringing anaction in a HongKong court on that judgment for the amount due thereunder,andthen seeking summary judgment on the strength of the foreign judgment,providedthat the foreign judgment,among other things,is(1)for a debt or a

218、definite sumof money(not being taxes or similar charges to a foreign government taxingauthority or a fine or other penalty),and(2)final and conclusive on the meritsof the claim,but not otherwise.Such a judgment may not,in any event,be soenforced in HongKong if(a)it was obtained by fraud,(b)the proce

219、edings inwhich the judgment was obtained were opposed to natural justice,(c)itsenforcement or recognition would be contrary to the public policy of HongKong,(d)the court of the UnitedStates was not jurisdictionally competent,or(e)thejudgment was in conflict with a prior HongKong judgment.HongKong ha

220、s no arrangement for the reciprocal enforcement of judgments withthe UnitedStates.As a result,there is uncertainty as to the enforceability inHong Kong,in original actions or in actions for enforcement,of judgments ofU.S.courts of civil liabilities predicated solely upon the federal securities lawso

221、f the UnitedStates or the securities laws of any state or territory within theUnitedStates.It is also uncertain whether,in the future,the HongKong government willimplement regulations and policies of the Chinese government or adopt regulationsand policies of its own that are substantially similar to

222、 those of the Chinesegovernment.Related-Party TransactionsIn the ordinary course of business,from time to time,we may enter intotransactions with related parties.During the six months ended September 30,2024and the years ended March 31,2024 and 2023,our Operating Subsidiarys customersare primarily m

223、ain contractors of property development and civil engineeringprojects in Hong Kong and our five largest customers accounted for 98%of ourrevenue during the six months ended September 30,2024 and the years ended March31,2024 and 2023.During the six months ended September 30,2024,three of ourfive larg

224、est customers are our related party.For the years ended March 31,2024and 2023,three and one of our five largest customers are our related party,respectively.We mainly provided construction services and soil and rocktransportation services to such related parties in construction projects.Duringthe si

225、x months ended September 30,2024,we recorded a total income ofapproximately$2,730,770 for the provision of services to our related parties.Forthe years ended March 31,2024,2023 and 2022,we recorded a total income ofapproximately$3,655,726,$455,726 and$146,731,respectively,for the provision ofservice

226、s to our related parties.In addition to the provision of services,we havealso provided management fees to our related parties for services which they haveprovided to us in our daily operations.Such services included the use of officeaddress and the assignment of personnel for administrative and engi

227、neering support.During the six months ended September 30,2024,we provided a total of$169,318management fees to our related parties for62025/6/10 09:37sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.

228、htm16/226Table of Contentsservices which they have provided to us.For the years ended March 31,2024,2023and 2022,we provided a total of$348,506,$96,014 and$54,615 management fees,respectively,to our related parties for services which they have provided to us.For details of these transactions,please

229、refer to section titled“Related-PartyTransactions”on page 107.Summary of Key RisksOur business is subject to a number of risks,including risks that may preventus from achieving our business objectives or may materially and adversely affectour business,financial condition,results of operations,cash f

230、lows,and prospectsthat you should consider before making a decision to invest in the Shares.Theserisks are discussed more fully in“Risk Factors.”Risks Related to Our Business and IndustryA significant portion of our revenue was generated from contracts awardedby a limited number of customers,and any

231、 significant decrease in thenumber of projects with our major customers,some of which are our relatedparties,may materially and adversely affect our financial condition andoperating results.Our business is subject to the risk of non-payment or delayed payment byour customers,including related partie

232、s,which could adversely affect ourfinancial condition and results of operations.Our revenue is mainly derived from projects which are non-recurrent innature and there is no guarantee that our customers will provide us withnew businesses.Failure to maintain safe construction sites and/or implement ou

233、r safetymanagement system may lead to the occurrence of personal injuries,property damages,fatal accidents or suspension or non-renewal of ourregistration under the Registered Specialist Trade Contractors Scheme ofthe Construction Industry Council.Our Operating Subsidiary determines the price of its

234、 quotation or tenderbased on the estimated time and costs to be involved in a project and theactual time and costs incurred may deviate from our estimate due tounexpected circumstances,thereby leading to cost overruns and adverselyaffecting our operations and financial results.Our Operating Subsidia

235、rys capacity to provide soil and rocktransportation services is limited by availability of machinery andequipment.Any failure,damage or loss of our Operating Subsidiarys machinery andequipment may adversely affect our operations and financial performance.An increase in waste disposal fees may lead t

236、o changes in the industry andintensified competition.The total actual value of work done may differ from the original estimatedcontract sum stated in our contracts with customers.Cash inflows and outflows in connection with construction projects may beirregular and,thus,may affect our net cash flow

237、position.Any deterioration in the prevailing market conditions in the constructionindustry may adversely affect our performance and financial condition.We face keen competition from other players in the market.Our Group is dependent on key personnel and there is no assurance that ourGroup can retain

238、 them.Our ability to successfully tender for and undertake new projects islimited by the availability of our project management staff and ourworkforce.Our Operating Subsidiary relies on a stable workforce to carry out itsconstruction projects.If our Operating Subsidiary experience any shortageof lab

239、or,industrial actions,strikes,or material increase in laborcosts,our operations and financial results would be adversely affected.72025/6/10 09:37sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htm1

240、7/226Table of ContentsFailure to complete our projects on a reliable and timely basis couldmaterially affect our reputation,our financial performance or may subjectus to claim.Amounts included in our backlog may not result in actual revenue ortranslate into profits.Our backlog is subject to cancella

241、tion andunexpected adjustments and therefore is an uncertain indicator of futureresults of operations.There is no assurance that we will be able to renew our registration underthe Registered Specialist Trade Contractors Scheme of the ConstructionIndustry Council.Our insurance coverage may not be ade

242、quate to cover potential liabilities.Possible difficulty in recruiting sufficient labour may hinder our futurebusiness strategies.Our business plans and strategies may not be successful or be achievedwithin the expected time frame or within the estimated budget.If we fail to comply with applicable a

243、nti-corruption and anti-briberylaws,our reputation may be harmed and we could be subject to penaltiesand significant expenses that have a material adverse effect on ourbusiness,financial condition and results of operations.We and the Operating Subsidiary are exposed to potential disruptions andrisks

244、 from unforeseen disasters or crises.We may be a party to legal proceedings from time to time and we cannotassure you that such legal proceedings will not have a material adverseimpact on our business.We do not have a long history of running as an integrated group.Ourlimited operating history runnin

245、g as an integrated group in the industrymay not provide an adequate basis to predict our future prospects andresults of operations for this segment,and may increase the risk of yourinvestment.We will incur additional costs as a result of becoming a public company,which could negatively impact our ne

246、t income and liquidity.The obligation to disclose information publicly may put us at adisadvantage to competitors that are private companies.Risks Relating to Doing Business in HongKongOur key operations are in HongKong,a Special Administrative Region ofthe PRC.According to the long-arm provisions u

247、nder the current PRC lawsand regulations,the PRC government may exercise significant oversight anddiscretion over the conduct of our business and may intervene in orinfluence our operations at any time,which could result in a materialchange in our operations and/or the value of the Shares.The PRCgov

248、ernment may intervene or impose restrictions on our ability to movemoney out of HongKong to distribute earnings and pay dividends or toreinvest in our business outside of HongKong.Changes in the policies,regulations,rules,and the enforcement of laws of the PRC government mayalso be quick with little

249、 advance notice and our assertions and beliefs ofthe risk imposed by the PRC legal and regulatory system cannot be certain.See a more detailed discussion of this risk factor with the same title onpage 27 of this prospectus.There are uncertainties regarding the interpretation and enforcement ofPRC an

250、d Hong Kong laws,rules,and regulations.See a more detaileddiscussion of this risk factor with the same title on page 29 of thisprospectus.Adverse regulatory developments in China may subject us to additionalregulatory review,and additional disclosure requirements and regulatoryscrutiny to be adopted

251、 by the SEC in response to risks related to recentregulatory developments in China may impose additional compliancerequirements for companies like us with HongKong-based operations,allof which could increase our compliance costs and subject us to additionaldisclosure requirements.See a more detailed

252、 discussion of this riskfactor with the same title on page 29 of this prospectus.82025/6/10 09:37sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htm18/226Table of ContentsIf the PRC government choos

253、es to extend the oversight and control overofferings that are conducted overseas and/or foreign investment inmainland China-based issuers to HongKong-based issuers,such action maysignificantly limit or completely hinder our ability to offer or continueto offer Ordinary Shares to investors and cause

254、the value of our OrdinaryShares to significantly decline or be worthless.See a more detaileddiscussion of this risk factor with the same title on page 32 of thisprospectus.Although the audit report included in this prospectus is prepared by PCAOBregistered auditor who are currently subject to inspec

255、tion by the PCAOB,there is no guarantee that future audit reports will be prepared byauditors that are subject to inspection by the PCAOB and,as such,in thefuture investors may be deprived of the benefits of the PCAOB inspectionprogram.Furthermore,trading in our securities may be prohibited underthe

256、 HFCA Act if the SEC subsequently determines our audit work isperformed by auditors that the PCAOB is unable to inspect or investigatecompletely,and as a result,U.S.national securities exchanges,such asthe Nasdaq,may determine to delist our securities.Furthermore,onDecember29,2022,the Accelerating H

257、olding Foreign Companies AccountableAct was enacted,which amended the HFCA Act by requiring the SEC toprohibit an issuers securities from trading on any U.S.stock exchangesif its auditor is not subject to PCAOB inspections for twoconsecutiveyears instead of three,and thus reduced the time before the

258、Shares may be prohibited from trading or delisted.See a more detaileddiscussion of this risk factor with the same title on page 33 of thisprospectus.The recent joint statement by the SEC,proposed rule changes submitted byNasdaq,and an act passed by the U.S.Senate and the U.S.House ofRepresentatives

259、all call for additional and more stringent criteria to beapplied to emerging market companies.These developments could adduncertainties to our offering,business operations,share price,andreputation.See a more detailed discussion of this risk factor with thesame title on page 34 of this prospectus.Th

260、e effect of the Hong Kong Autonomy Act(“HKAA”)and otherU.S.government policies in response to the enactment of Law of the PRCon Safeguarding National Security in the HongKong Special AdministrativeRegion(the“Hong Kong National Security Law”)could impact ourOperating Subsidiary.See a more detailed di

261、scussion of this risk factorwith the same title on page 35 of this prospectus.If we become subject to the recent scrutiny,criticism,and negativepublicity involving U.S.-listed China-based companies,we may have toexpend significant resources to investigate and/or defend the matter,which could harm ou

262、r business operations,this offering,and ourreputation and could result in a loss of your investment in the Shares,inparticular if such matter cannot be addressed and resolved favorably.Seea more detailed discussion of this risk factor with the same title on page35 of this prospectus.A downturn in th

263、e political and socioeconomic conditions in HongKong,mainland China,or the global economy,or a change in the economic andpolitical policies of China,could materially and adversely affect ourbusiness and financial condition.See a more detailed discussion of thisrisk factor with the same title on page

264、 36 of this prospectus.Fluctuations in exchange rates could have a material adverse effect on ourresults of operations and the price of the Shares.See a more detaileddiscussion of this risk factor with the same title on page 36 of thisprospectus.There are political risks associated with conducting b

265、usiness inHongKong.See a more detailed discussion of this risk factor with thesame title on page 36 of this prospectus.The HongKong legal system embodies uncertainties that could limit theavailability of legal protections.See a more detailed discussion of thisrisk factor with the same title on page

266、37 of this prospectus.You may experience difficulties in effecting service of legal process,enforcing foreign judgments or bringing actions in HongKong against usor our management named in this prospectus based on HongKong laws.See amore detailed discussion of this risk factor with the same title on

267、 page37 of this prospectus.Changes in international trade policies,trade disputes,barriers totrade,or the emergence of a trade war may dampen growth in HongKong,where the majority of our clients reside.See a more detailed discussionof this risk factor with the same title on page 38 of this prospectu

268、s.92025/6/10 09:37sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htm19/226Table of ContentsRisks Relating to our Ordinary SharesThere has been no public market for our Ordinary Shares prior to this

269、offering;if an active trading market does not develop,you may not beable to resell the Shares at any reasonable price.The trading price of the Shares may be volatile,which could result insubstantial losses to you.We rely on dividends and other distributions on equity paid by oursubsidiaries to fund

270、our cash and financing requirements,and anylimitation on the ability of our subsidiaries to make payments to us couldhave a material adverse effect on our ability to conduct our business.Our lack of effective internal controls over financial reporting mayaffect our ability to accurately report our f

271、inancial results or preventfraud,which may affect the market for and price of the Shares.If we fail to meet applicable listing requirements,including the Nasdaqpublic stockholder requirements or other continued listing criteria,Nasdaq may delist the Shares from trading,in which case the liquidity an

272、dmarket price of the Shares could decline.If you purchase the Shares in this offering,you will incur immediate andsubstantial dilution in the book value of your Ordinary Shares.If a limited number of participants in this offering purchase asignificant percentage of the offering,the effective public

273、float may besmaller than anticipated and the price of the Shares may be more volatilethan it otherwise would be.Our directors,officers,and principal shareholders have significantvoting power and may take actions that may not be in the best interests ofour other shareholders.The board of directors ma

274、y decline to register the transfer of OrdinaryShares in certain circumstances.Because the amount,timing,and whether or not we distribute dividends atall is entirely at the discretion of the board of directors,you must relyon price appreciation of the Shares for return on your investment.Our manageme

275、nt has broad discretion to determine how to use the fundsraised in the offering and may use them in ways that may not enhance ourresults of operations or the price of the Shares.Our disclosure controls and procedures may not prevent or detect allerrors or acts of fraud.Securities analysts may not pu

276、blish favorable research or reports aboutour business or may publish no information at all,which could cause ourOrdinary Share price or trading volume to decline.Certain judgments obtained against us by our shareholders may not beenforceable.You may have more difficulties protecting your interests t

277、han you would asa shareholder of a U.S.corporation.Cayman Islands economic substance requirements may have an effect on ourbusiness and operations.We are a foreign private issuer within the meaning of the rules under theExchange Act,and,as such,we are exempt from certain provisionsapplicable to U.S.

278、domestic public companies.As a foreign private issuer,we are permitted to adopt certain homecountry practices in relation to corporate governance matters that differsignificantly from Nasdaq corporate governance listing standards.Thesepractices may afford less protection to shareholders than they wo

279、uld enjoyif we complied fully with Nasdaq corporate governance listing standards.We may lose our foreign private issuer status in the future,which couldresult in significant additional costs and expenses.There can be no assurance that we will not be a PFIC for U.S.federalincome tax purposes for any

280、taxable year,which could result in adverseU.S.federal income tax consequences to U.S.holders of the Shares.We are an emerging growth company within the meaning of the Securities Actand may take advantage of certain reduced reporting requirements.102025/6/10 09:37sec.gov/Archives/edgar/data/2046370/0

281、00121390025052394/ea0221953-10.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htm20/226Table of ContentsWe will incur increased costs as a result of being a public company,particularly after we cease to qualify as an“emerging growth company.”As a“controlled company

282、”under the rules of the Nasdaq Capital Market,we may choose to exempt our Company from certain corporate governancerequirements that could have an adverse effect on our public shareholders.Certain recent initial public offerings of companies with public floatscomparable to our anticipated public flo

283、at have experienced extremevolatility that was seemingly unrelated to the underlying performance ofthe respective company.We may experience similar volatility,which maymake it difficult for prospective investors to assess the value of ourOrdinary Shares.Recent Regulatory Developments in the PRCHongK

284、ong is a special administrative region of the PRC and the basic policiesof the PRC regarding HongKong are reflected in the Basic Law of the HongKongSpecial Administrative Region,or the Basic Law,which is a national law of the PRCand the constitutional document for HongKong.The Basic Law provides Hon

285、gKongwith a high degree of autonomy and executive,legislative and independent judicialpowers,including that of final adjudication under the principle of“one country,two systems.”However,there is no assurance that there will not be any changes inthe economic,political and legal environment in HongKon

286、g in the future.If thereis a significant change to current political arrangements between mainland Chinaand HongKong,companies operating in HongKong may face similar regulatory risksas those operated in the PRC,including their ability to offer securities toinvestors,list their securities on a U.S.or

287、 other foreign exchange,and conducttheir business or accept foreign investment.In light of PRC governments recentexpansion of authority in HongKong,there are risks and uncertainties which wecannot foresee for the time being,and rules,regulations and the enforcement oflaws in the PRC can change quick

288、ly with little or no advance notice.The PRCgovernment may intervene or influence the current and future operations inHong Kong at any time or may exert more oversight and control over offeringsconducted overseas and/or foreign investment in issuers like ourselves.Any actionsby the PRC government to

289、exert more oversight and control over offerings(includingof businesses whose primary operations are in Hong Kong)that are conductedoverseas and/or foreign investments in HongKong-based issuers could significantlylimit or completely hinder our ability to offer or continue to offer securities toinvest

290、ors.If there is a significant change to current political arrangementsbetween mainland China and Hong Kong,or the applicable laws,regulations,orinterpretations change,and,in such event,if we are required to obtain suchapprovals in the future and we do not receive or maintain the approvals or isdenie

291、d permission from mainland China or HongKong authorities,we will not be ableto list our Ordinary Shares on a U.S.exchange,or continue to offer securities toinvestors,which would materially affect the interests of the investors and causesignificant the value of our Ordinary Shares significantly decli

292、ne or be worthless.We are aware that,recently,the PRC government initiated a series ofregulatory actions and statements to regulate business operations in certain areasin China with little advance notice,including cracking down on illegal activitiesin the securities market,enhancing supervision over

293、 China-based companies listedoverseas using VIE structure,adopting new measures to extend the scope ofcybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.Forexample,on July 6,2021,the General Office of the Communist Party of ChinaCentral Committee and the General Office of t

294、he State Council jointly issued adocument to crack down on illegal activities in the securities market and promotethe high-quality development of the capital market,which,among other things,requires the relevant governmental authorities to strengthen cross-border oversightof law enforcement and judi

295、cial cooperation,to enhance supervision over China-based companies listed overseas,and to establish and improve the system ofextraterritorial application of the PRC securities laws.Also,on July10,2021,the CAC issued a revised draft of the Measures for Cybersecurity Review for publiccomments(the“Revi

296、sed Draft”),which required that,in addition to“operators ofcritical information infrastructure,”any“data processor”controlling personalinformation of no less than one million users that seeks to list in a foreign stockexchange should also be subject to cybersecurity review,and it further elaboratedt

297、he factors to be considered when assessing the national security risks of therelevant activities.On December24,2021,the CSRC released the Administrative Provisions of theState Council Regarding the Overseas Issuance and Listing of Securities by DomesticEnterprises(Draft for Comments)(the“Draft Admin

298、istrative Provisions”)and theMeasures for the Overseas Issuance of Securities and Listing Record-Filings byDomestic Enterprises(Draft for Comments)(together with the Draft AdministrativeProvisions,the“Draft Rules Regarding Overseas Listing”).The Draft RulesRegarding Overseas Listing lays out the fil

299、ing regulation arrangement for both112025/6/10 09:37sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htm21/226Table of Contentsdirect and indirect overseas listing and clarifies the determination cri

300、teria forindirect overseas listing in overseas markets.Among other things,if a domesticenterprise intends to indirectly offer and list securities in an overseas market,the record-filing obligation is with a major operating entity incorporated in thePRC,and such filing obligation shall be completed w

301、ithin three workingdays afterthe overseas listing application is submitted.The required filing materials for anIPO and listing shall include,but not be limited to:regulatory opinions,recordfiling,approval,and other documents issued by competent regulatory authorities ofrelevant industries(if applica

302、ble),and security assessment opinions issued byrelevant regulatory authorities(if applicable).On December27,2021,the NationalDevelopment and Reform Commission(“NDRC”)and the Ministry of Commerce jointlyissued the Special Administrative Measures for Entry of Foreign Investment(Negative List)(2021 Ver

303、sion)(“Negative List”),which became effective andreplaced the previous version.Pursuant to the Negative List,if a PRC company,which engages in any business where foreign investment is prohibited under theNegative List,or prohibited businesses seeks an overseas offering or listing,itmust obtain the a

304、pproval from competent governmental authorities.Based on a set ofQ&A published on the NDRCs official website,an NDRC official indicated that aftera PRC company submits its application for overseas listing to the CSRC and wherematters relating to prohibited businesses under the Negative List are impl

305、icated,the CSRC will consult the regulatory authorities having jurisdiction over therelevant industries and fields.On January 4,2022,the CAC,the NDRC,and several other administrationsjointly adopted and published the revised Cybersecurity Review Measures(“CRM”),which took effect on February15,2022,a

306、nd replaced the Revised Draft issued onJuly10,2021.Pursuant to the revised CRM,if a network platform operator holdingpersonal information of over one million users seeks for“foreign”listing,itmust apply for the cybersecurity review.In addition,operators of criticalinformation infrastructure purchasi

307、ng network products and services are alsoobligated to apply for the cybersecurity review for such purchasing activities.Although the CRM provides no further explanation on the extent of“network platformoperator”and“foreign”listing,we do not believe we are obligated to apply fora cybersecurity review

308、 pursuant to the revised CRM,considering that(i)we are notin possession of or otherwise holding personal information of over one millionusers,and it is also very unlikely that we will reach such threshold in the nearfuture;and(ii)as of the date of this prospectus,we have not received any noticeor de

309、termination from applicable PRC governmental authorities identifying it as acritical information infrastructure operator.On February17,2023,the China Securities Regulatory Commission,or the CSRC,as approved by the State Council,released the CSRC Filing Rules,which came intoeffect on March31,2023.Und

310、er the CSRC Filing Rules,a filing based regulatorysystem shall be applied to“indirect overseas offerings and listings”of PRCdomestic companies,which refers to securities offerings and listings in anoverseas market made under the name of an offshore entity but based on theunderlying equity,assets,ear

311、nings or other similar rights of a domestic companythat operates its main business domestically.The CSRC Filing Rules state that,anypost-listing follow-on offering by an issuer in the same overseas market,includingissuance of shares,convertible notes and other similar securities,shall besubject to f

312、iling requirement within threebusinessdays after the completion ofthe offering.We believe that we are not subject to the CSRC Filing Rules,becausewe are incorporated in the Cayman Islands and our subsidiaries are incorporated inHong Kong,the British Virgin Islands and operate in Hong Kong without an

313、ysubsidiary or VIE structure in mainland China,and we do not have any businessoperations or maintain any office or personnel in mainland China.However,as theCSRC Filing Rules and the supporting guidelines are newly published,there existsuncertainty with respect to the implementation and interpretati

314、on of the principleof“substance over form.”If our offering and listing is later deemed as“indirect overseas offering and listing by companies in mainland China”under theCSRC Filing Rules,we may need to complete the filing procedures for our offeringand listing.If we are subject to the filing require

315、ments,we cannot assure youthat we will be able to complete such filings in a timely manner or even at all.Since these statements and regulatory actions are new,it is highly uncertain howsoon the legislative or administrative regulation making bodies will respond orwhat existing or new laws or regula

316、tions or detailed implementations andinterpretations will be modified or promulgated,if any.It is also highlyuncertain what the potential impact such modified or new laws and regulations willhave on our daily business operations,its ability to accept foreign investments,and the listing of the Shares

317、 on a U.S.or other foreign exchange.There remainssignificant uncertainty in the interpretation and enforcement of relevant PRCcybersecurity laws and regulations.If the CSRC Filing Rules become applicable tothe Operating Subsidiary or if the Measures for Cybersecurity Review(2021)or thePRC Personal I

318、nformation Protection Law becomes applicable to the OperatingSubsidiary,the business operation of the Operating Subsidiary and the listing122025/6/10 09:37sec.gov/Archives/edgar/data/2046370/000121390025052394/ea0221953-10.htmhttps:/www.sec.gov/Archives/edgar/data/2046370/000121390025052394/ea022195

319、3-10.htm22/226Table of Contentsof the Shares in the UnitedStates could be subject to the CACs cybersecurityreview or CSRC Overseas Issuance and Listing review in the future.If theapplicable laws,regulations,or interpretations change and the OperatingSubsidiary becomes subject to the CAC or CSRC revi

320、ew,we cannot assure you that theOperating Subsidiary will be able to comply with the regulatory requirements in allrespects,and our current practice of collecting and processing personalinformation may be ordered to be rectified or terminated by regulatory authorities.If the Operating Subsidiary fai

321、ls to receive or maintain such permissions or if therequired approvals are denied,the Operating Subsidiary may become subject to finesand other penalties that may have a material adverse effect on our business,operations,and financial condition and may hinder our ability to offer or continueto offer

322、 Ordinary Shares to investors and cause the value of the Shares tosignificantly decline or be worthless.Permission Required from HongKong and PRC AuthoritiesAs of the date of this prospectus,the Operating Subsidiary has obtained allrequisite licenses and approvals for the operation of their respecti

323、ve business inHong Kong which remain in force and have not been suspended or revoked.Thepersonnel of the Operating Subsidiary are also subject to the relevant laws andregulations.As of the date of this prospectus,UPT is not required to obtain anypermission or approval from HongKong authorities to is

324、sue the Shares to foreigninvestors.We are also not required to obtain permissions or approvals from any PRCauthorities before listing in the United State and to issue the Shares to foreigninvestors or operate our business as currently conducted,including the CSRC,theCAC,or any other governmental age

325、ncy that is required to approve our operations.As of the date of this prospectus,based on PRC laws and regulations effectiveas of the date of this prospectus,the Company is not required to obtainpermissions or approvals from any PRC authorities before listing in theUnitedStates and to issue our Ordi

326、nary Shares to foreign investors or operate thebusiness as currently conducted,including the CSRC,the CAC,or any othergovernmental agency that is required to approve our operations,because(i)theCSRC currently has not issued any definitive rule or interpretation concerningwhether offerings like ours

327、under this prospectus are subject to this regulation;and(ii)the Operating Subsidiary was established and operate in HongKong and isnot included in the categories of industries and companies whose foreign securitiesofferings are subject to review by the CSRC or the CAC.UPT and the OperatingSubsidiary

328、 are not required to obtain any permissions or approvals from any Chineseauthorities to operate their business as of the date of this prospectus.Nopermissions or approvals have been applied for by the Company or denied by anyrelevant authority.HongKong is a Special Administrative Region of the PRC a

329、nd the basic policiesof the PRC regarding HongKong are reflected in the Basic Law,which serves asHongKongs constitution(the“Basic Law”).The Basic Law provides HongKongwith a high degree of autonomy and executive,legislative and independent judicialpowers,including that of final adjudication under th

330、e principle of“one country,two systems.”However,there is no assurance that there will not be any changes inthe economic,political and legal environment in HongKong in the future.In theevent that(i)the PRC government expanded the categories of industries andcompanies whose foreign securities offering

331、s are subject to review by the CSRC orthe CAC and that we are required to obtain such permissions or approvals,(ii)weinadvertently concluded that relevant permissions or approvals were not required orthat we did not receive or maintain relevant permissions or approvals required,or(iii)applicable law

332、s,regulations,or interpretations change and require us toobtain such permissions or approvals in the future,we may face similar regulatoryrisks as those operated in mainland China,including the ability to offersecurities to investors,list their securities on a U.S.or other foreignexchanges,conduct t

333、heir business or accept foreign investment or sanctions by theCSRC,the CAC,or other PRC regulatory agencies.Recent PCAOB DevelopmentsOn May 20,2020,the U.S.Senate passed the HFCA Act,which includesrequirements for the SEC to identify issuers whose audit work is performed byauditors that the PCAOB is unable to inspect or investigate completely because of arestriction imposed by a non-U.S.authority