Cre8 Enterprise (CRE) F-1/ARegistration statement (foreign) (amended)

As filed with the U.S. Securities and Exchange Commission on September 5, 2024.

Registration No. 333-281629

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________

AMENDMENT NO. 1

TO

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

__________________________

Cre8 Enterprise Limited
(Exact name of registrant as specified in its charter)

__________________________

1/F, China Building
29 Queen’s Road Central, Hong Kong
Tel: +852 3693 2688
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

__________________________

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 (212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)

__________________________

Copies to:

__________________________

Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date of this Registration Statement.

If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☐

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

____________

†    The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We will not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Substantially all of our operations are conducted by Cre8 Hong Kong, our wholly-owned Operating Subsidiary in Hong Kong, which is a special administrative region of the PRC. We currently have immaterial and non-substantive operations in Mainland China, which comprise only the maintenance of a representative office solely for the purposes of marketing and customer support in Mainland China, through our wholly-owned subsidiary in Mainland China, Chuangbafang Enterprise Management (Shanghai) Company Limited (“Cre8 China”). We do not have, nor intend to have, any contractual arrangements to establish a variable interest entity (“VIE”) structure with any entity in Mainland China.

We are subject to certain legal and operational risks associated with our Operating Subsidiary being based in Hong Kong, having substantially all of its operations to date in Hong Kong, maintaining representative office in Mainland China, and having existing or potential customers who are Mainland China individuals or companies that have shareholders or directors that are Mainland China individuals. Additionally, the legal and operational risks associated with operating in Mainland China may also apply to our operations in Hong Kong, and we face the unique risks and uncertainties associated with interpretation and the application of the complex and evolving PRC laws and regulations and whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security, and anti-monopoly concerns would be applicable to Cre8 Hong Kong or Cre8 BVI, given the substantial operations of our subsidiaries in Hong Kong and the possibilities that Chinese government may exercise significant oversight over the conduct of business in Hong Kong. Similarly, Cre8 BVI and its subsidiaries may become subject to the risks of uncertainty about any future actions of the PRC government or authorities in Hong Kong in this regard. Should the PRC government choose to exercise significant oversight and discretion over the conduct of Cre8 Hong Kong’s operation, or in the event that we or our Operating Subsidiary, Cre8 Hong Kong, were to become subject to the PRC laws and regulations, these risks could result in material costs to ensure compliance, fines, material changes in our operations and/or the value of the securities that we are registering for sale, and/or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. See “Risk Factors — Risks Related to Doing Business in the Jurisdictions in which We Operate — Substantially all of our operations are conducted by our wholly-owned Operating Subsidiary in Hong Kong. However, due to the long-arm application of the current PRC laws and regulations, the PRC government may exercise significant direct oversight and discretion over the conduct of our Operating Subsidiary’s business and may intervene or influence our Operating Subsidiary’s operations, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. Our Operating Subsidiary in Hong Kong may be subject to laws and regulations of Mainland China, which may impair our Operating Subsidiary’s ability to operate profitably and result in a material negative impact on our operations and/or the value of our Class A Ordinary Shares. Furthermore, the changes in the policies, regulations, rules and the enforcement of laws of Mainland China may also occur quickly with little advance notice and our assertions and beliefs of the risk imposed by the Chinese legal and regulatory system cannot be certain.” on page 29; and “Risk Factors — Risks Related to Doing Business in the Jurisdictions in which We operate — If the PRC government chooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland China-based issuers to Hong Kong-based issuers, such action may affect the business of our Hong Kong-based Operating Subsidiary, which may ultimately and significantly limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.” on page 35.

On August 20, 2021, the 30th meeting of the Standing Committee of the 13th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China”, or “PRC Personal Information Protection Law”, which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of Mainland China that is carried out outside of Mainland China where (1) such processing is for the purpose of providing products or services for natural persons within Mainland China, (2) such processing is to analyze or evaluate the behavior of natural persons within Mainland China, or (3) there are any other circumstances stipulated by related laws and administrative regulations. On December 24, 2021, the China Securities Regulatory Commission (“CSRC”), together with other relevant government authorities in Mainland China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing Regulations”). The Draft Overseas Listing Regulations require that a Mainland China domestic enterprise seeking to issue and list its shares overseas (“Overseas Issuance and Listing”) shall complete the filing procedures of and submit the relevant information to the CSRC. The Overseas Issuance and Listing include direct and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in Mainland China seeks to issue and list its shares in the name of an overseas enterprise

(“Overseas Issuer”) on the basis of the equity, assets, income or other similar rights and interests of the relevant Mainland China domestic enterprise, such activities shall be deemed an indirect overseas issuance and listing (“Indirect Overseas Issuance and Listing”) under the Draft Overseas Listing Regulations. On December 28, 2021, the Cyberspace Administration of China (the “CAC”) jointly with the relevant authorities formally published the Measures for Cybersecurity Review (2021) which took effect on February 15, 2022 and replaced the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. The Measures for Cybersecurity Review (2021) provide that operators of critical information infrastructure purchasing network products and services, and online platform operators carrying out data processing activities that affect or may affect national security (together with the operators of critical information infrastructure, the “Operators”), shall conduct a cybersecurity review and that any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Administrative Measures, and five supporting guidelines, which came into effect on March 31, 2023. The Trial Administrative Measures further stipulate the rules and requirements for overseas offering and listing conducted by PRC domestic companies. The Trial Administrative Measures further clarified and emphasized that the comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies” shall comply with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures under the Trial Administrative Measures if the following criteria are met at the same time: a) 50% or more of the issuer’s operating revenue, total profits, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year are accounted for by PRC domestic companies, and b) the main parts of the issuer’s business activities are conducted in mainland China, or its main places of business are located in Mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in Mainland China. Furthermore, the Trial Administrative Measures and its supporting guidelines provide a negative list of types of issuers banned from listing overseas, the issuers’ obligation to comply with national security measures and the personal data protection laws, and certain other matters such as the requirements that an issuer (i) file with the CSRC within three business days after it submits an application for initial public offering to the competent overseas regulator and (ii) file subsequent reports with the CSRC on material events, including change of control and voluntary or forced delisting, after its overseas offering and listing.

Cre8 BVI is a holding company incorporated in BVI with operating entity based in Hong Kong. It does not have any VIE structure and has only immaterial, non-substantive operations in Mainland China, nor is it controlled by any companies or individuals of Mainland China. Further, we are headquartered in Hong Kong with our officers and all members of the Board of Directors based in Hong Kong who are not Mainland China citizens and all of our revenues and profits are generated by our Operating Subsidiary in Hong Kong. In other words, we have not generated revenues or profits from Mainland China in the most recent accounting year accounts for more than 50% of the corresponding figure in our audited consolidated financial statements for the same period. Therefore, as confirmed and advised by our PRC Counsel, Guangdong Wesley Law Firm, based on PRC laws and regulations effective as of the date of this prospectus, (i) neither we, nor our subsidiaries, are “PRC domestic companies” which subject to the Trial Administrative Measure; and (ii) neither we, nor our subsidiaries are required to obtain regulatory approval from the CSRC or go through the filing procedures under the Trial Administrative Measures before our Class A Ordinary Shares can be listed or offered in the U.S. As such, we do not believe PRC law and regulation may have any material impact on our business, financial condition and results of operations in the future.

Cre8 (Greater China) Limited, our Operating Subsidiary, may collect and store certain data (including certain personal information) from our customers, some of whom may be individuals in Mainland China, in connection with our business and operations and for “Know Your Customers” purposes (to combat money laundering). As advised by Guangdong Wesley Law Firm, our counsel with respect to PRC legal matters, we and our Operating Subsidiary will not be deemed to be an “operator of critical information infrastructure,” any “data processor” carrying out data processing activities, and we are not subject to cybersecurity review by the CAC for this Offering or required to obtain regulatory approval from the CAC nor any other PRC authorities for our and our subsidiaries’ operations Hong Kong, since (i) our Operating Subsidiary is incorporated in Hong Kong and operate in Hong Kong and only has immaterial, non-substantive operations in Mainland China, without any VIE structure; and each of the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law and the Draft Overseas Listing Regulations do not clearly provide whether shall be applied to a Hong Kong company; (ii) as of date of this prospectus, our Operating Subsidiary has in aggregate collected and stored personal information of less than one million individuals in Mainland China and we have acquired our customers’ separate consents for collecting and storing their personal information and data; (iii) our operations in Mainland China do not currently process any

customer data, personal information, or data from third parties other than collecting and storing certain personal information relating to local employees in Mainland China for payroll; (iv) we do not place any reliance on collection and processing of any personal information to maintain our business operations; (v) data processed in our business should not have a bearing on national security nor affect or may affect national security; (vi) all of the data that our Operating Subsidiary has collected is stored in servers located in Hong Kong and are not accessible by the our subsidiary in Mainland China; (vii) as of the date of this prospectus, neither us nor our Operating Subsidiary has been informed by any PRC governmental authority of being classified as an “Operator” or a “data processor” that is subject to CAC cybersecurity review or a CSRC review; and (viii) pursuant to the Basic Law of the Hong Kong Special Administrative Region of the PRC, or the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy).

However, as further advised by our PRC Counsel, Guangdong Wesley Law Firm, given the uncertainties arising from the legal system in Mainland China and Hong Kong, including uncertainties regarding the interpretation and enforcement of PRC laws and the significant authority of the PRC government to intervene or influence the offshore holding company headquartered in Hong Kong, there remains significant uncertainty in the interpretation and enforcement of relevant Mainland China laws and other regulations. Since these laws, regulations and regulatory actions are relatively new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on our Operating Subsidiary’s daily business operation and the listing of our Class A Ordinary Shares on the United States or other foreign exchanges. As the Trial Measures was newly promulgated, its interpretation, application and enforcement remain unclear and there also remains significant uncertainty as to the enactment, interpretation and implementation of other regulatory requirements related to overseas securities offerings and other capital markets activities. If Trial Administrative Measures become applicable to us or our Operating Subsidiary in Hong Kong, or if we or our Operating Subsidiary is subject to cybersecurity review, or if the Measures for Cybersecurity Review (2021) or the PRC Personal Information Protection Law become applicable to our Operating Subsidiary in Hong Kong, the business operation of our Operating Subsidiary and the listing of our Class A Ordinary Shares in the United States could be subject to the CAC or the CSRC review in the future. If the applicable laws, regulations, or interpretations change and our Operating Subsidiary become subject to the CAC or CSRC review, we cannot assure you that our Operating Subsidiary will be able to comply with the regulatory requirements in all respects and our Operating Subsidiary’s current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities. If we or our Operating Subsidiary were required to obtain such permissions or approvals in the future in connection with the listing or continued listing of our securities on a stock exchange outside of the PRC, it is uncertain how long it will take for us or our Operating Subsidiary to obtain such approval, and, even if we or our Operating Subsidiary obtain such approval, the approval could be rescinded. Any failure to obtain or delays in obtaining the necessary permissions from the relevant PRC authorities to conduct offerings or list outside of the PRC could subject us or our Operating Subsidiary to potential sanctions imposed by the PRC regulatory authorities, which could include fines and penalties, proceedings against us or our Operating Subsidiary, and other forms of sanctions, as well as affect our or our Operating Subsidiary’s ability to conduct business, our ability to invest in Mainland China as foreign investors or accept foreign investments, and our ability to offer or continue to offer Class A Ordinary Shares to investors or list on the U.S. or other overseas exchange. Besides, the value of our Class A Ordinary Shares may significantly decline or be worthless, our business, reputation, financial condition, and results of operations may be materially and adversely affected. See “Risk Factors — Risks Related to Doing Business in the Jurisdictions in which we Operate — If the PRC government chooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland China-based issuers to Hong Kong-based issuers, such action may affect the business of our Hong Kong-based Operating Subsidiary, which may ultimately and significantly limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.” on page 35.

Our Class A Ordinary Shares may be prohibited from trading on a national exchange or “over-the-counter” markets under the Holding Foreign Companies Accountable Act (the “HFCAA”) if the Public Company Accounting Oversight Board (“PCAOB”) determines that it is unable to inspect or fully investigate our auditor and as a result, the exchange where our securities are traded may delist our securities. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which was signed into law on December 29, 2022, amending the HFCAA and requiring the Securities and Exchange Commission (“SEC”) to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years.

Pursuant to the HFCAA, the PCAOB issued a Determination Report on December 16, 2021, which found that the PCAOB was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in Mainland China and Hong Kong.

Our auditor, WWC, P.C., the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is headquartered in California and subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our auditor is currently subject to PCAOB inspections and the PCAOB is able to inspect our auditor, with the last inspection having occurred in November 2021. Our auditor is not affected by and not subject to the determinations announced by the PCAOB on December 16, 2021. On August 26, 2022, the SEC issued a statement announcing that the PCAOB signed a Statement of Protocol (“SOP”) with the CSRC and the Ministry of Finance of the PRC governing inspections and investigations of audit firms based in China and Hong Kong, jointly agreeing on the need for a framework. On December 15, 2022, the PCAOB announced that it has secured complete access to inspect and investigate registered public accounting firms headquartered in Mainland China and Hong Kong and voted to vacate the previous 2021 Determination Report to the contrary.

However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in Mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control. The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward and is already making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed. If the PCAOB in the future again determines that it is unable to inspect and investigate completely auditors in Mainland China and Hong Kong, then the companies audited by those auditors would be subject to a trading prohibition on U.S. markets pursuant to the HFCAA and/or AHFCAA. These recent developments could also add uncertainties to this Offering and we cannot assure you that the NASDAQ Capital Market or regulatory authorities would not apply additional or more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. See “Risk Factors — Risks Related to Our Ordinary Shares and This Offering — Our Class A Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors. The delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law on December 29, 2022, amending the HFCAA to require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.” on page 45.

Cre8 BVI is incorporated under the laws of the BVI as a BVI business company with limited liability and a majority of our outstanding securities are owned by non-U.S. residents. Under the rules of the U.S. Securities and Exchange Commission, or the SEC, we currently qualify for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the Securities and Exchange Commission, or the SEC, as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Cre8 BVI relies on dividends or payments to be paid by its Operating Subsidiary (Cre8 Hong Kong), to fund its cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and U.S. investors, to service any debt we may incur and to pay our operating expenses. Cre8 Hong Kong is permitted under the laws of Hong Kong to provide funding to Cre8 BVI, through dividend distributions or payments, without restrictions on the amount of the funds. There are no restrictions or limitation on our ability to distribute earnings by dividends from our subsidiaries, to Cre8 BVI and our shareholders and U.S. investors, provided that the entity remains solvent after such distribution. Subject to the BVI Act and our Amended and Restated Memorandum and Articles of Association, our Board of Directors may, by resolution of directors, authorize and declare a dividend to shareholders at such time and of such an amount as they deem fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value of our assets will exceed our liabilities and Cre8 BVI will be able to pay our debts as they become

its parent companies will be subject to a 10% withholding tax, which can be reduced to 5% if certain requirements are met. The PRC government also imposes restrictions on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. As such, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any, or transfer cash within our group, across border, or to U.S. investors.

We do not have any present plan to declare or pay any dividends on our Ordinary Shares in the foreseeable future. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our Board of Directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the Board of Directors deems relevant, and subject to the restrictions contained in any future financing instruments. If we determine to pay dividends on any of our Class A Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our Operating Subsidiary by way of dividend payments.

Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

____________

(1)      Determined based on the proposed minimum offering price per Class A Ordinary Share.

(2)      We have agreed to pay the underwriters a discount equal to 7.00% of the gross proceeds of the offering. For a description of the other compensation to be received by the underwriters, see “Underwriting” beginning on page 141.

(3)      Excludes fees and expenses payable to the underwriters.

(4)      Assumes that the underwriters do not exercise any portion of their over-allotment option.

This Offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the shares offered by the Company if any such shares are taken. We have granted the underwriters an option, exercisable one or more times in whole or in part, to purchase up to 262,500 additional Class A Ordinary Shares from us at the initial public offering price, less underwriting discounts, within 45 days from the closing of this Offering to cover over-allotments, if any. If the underwriters exercise the option in full, assuming the public offering price per share is US$4.00 (the proposed minimum offering price), the total underwriting discounts payable will be US$563,500, and the total proceeds to us, before expenses, will be US$7,486,500.

We expect our total cash expenses for this Offering to be approximately US$1,868,815, including expenses payable to the underwriters for their reasonable out-of-pocket expenses and non-accountable expense allowanc, exclusive of the above discounts.

If we complete this Offering, net proceeds will be delivered to us on the closing date.

The underwriters expect to deliver the Ordinary Shares against payment as set forth under “Underwriting” on or about [*], 2024.

The date of this prospectus is [*], 2024

TABLE OF CONTENTS

We have not, and the Underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the Underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. For the avoidance of doubt, no offer or invitation to subscribe for Class A Ordinary Shares is made to the public in the British Virgin Islands. You should not rely upon any information about us that is not contained in this prospectus or in one of our public reports filed with the United States Securities and Exchange Commission (“SEC”) and incorporated into this prospectus. The information in this registration statement is not complete and is subject to change. No person should rely on the information contained in this document for any purpose other than participating in our proposed Offering, and only the prospectus dated hereof, is authorized by us to be used in connection with our proposed Offering. Our business, financial condition, results of operations, and prospects may have changed since that date.

Neither we nor the Underwriters have taken any action to permit a public offering of the Class A Ordinary Shares outside the United States or to permit the possession or distribution of this prospectus or any filed free-writing prospectus outside the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about and observe any restrictions relating to the Offering of the Class A Ordinary Shares and the distribution of this prospectus or any filed free-writing prospectus outside the United States.

Through and including ________, 2024 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this Offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

We obtained statistical data, market data and other industry data and forecasts used in this prospectus from market research, publicly available information and industry publications. While we believe that the statistical data, industry data and forecasts and market research are reliable, we have not independently verified the data.

RISK FACTORS

An investment in our Class A Ordinary Shares involves a high degree of risk. Before deciding whether to invest in our Class A Ordinary Shares, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and our consolidated financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be materially and adversely affected, which could cause the trading price of our Class A Ordinary Shares to decline, resulting in a loss of all or part of your investment. The risks described below and in the documents referenced above are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our Class A Ordinary Shares if you can bear the risk of loss of your entire investment.

Risks Related to Our Business and Operation

Our financial performance may vary from period to period due to (i) our Operating Subsidiary’s project-by-project engagements whereby its customers generally do not enter into long-term service agreements with our Operating Subsidiary; (ii) the timing of completion of the projects by our Operating Subsidiary; and (iii) seasonality.

We, through our Operating Subsidiary in Hong Kong, provide one-stop printing services to our customers who are IPO applicants on a project-by-project basis and the term of engagement generally commensurate with the customers’ IPO applications, expiring upon completion or termination of their IPO applications and thus, their agreements with us are non-recurring by nature. Though we also provide financial printing services to listed companies in Hong Kong for typesetting, proofreading and printing of their compliance documents such as financial reports, public announcements and circulars on a periodic basis, the term of engagement is generally one year and subject to further negotiation upon expiration. Hence, there is no guarantee that these customers will continue to engage our Operating Subsidiary for the same type of services, at the same volume of business, or at all. Our ability to retain existing customers and attract new customers depends on a number of factors such as its marketing strategies, sales coverage, quality of services, market demand for services and the degree of competition in the industry. As such, our financial performance may vary from period to period.

Revenue derived from IPO applicants is generally recognized based on stage of completion. Accordingly, the timing of completion and progress of the projects, which are subject to various factors such as clearance from the relevant regulators in Hong Kong that are beyond our control and may vary from period to period, would ultimately affect our financial performance. Any delay in completion of our Operating Subsidiary’s projects would result in defer or even default payments from customers and thereby, adversely affect its cashflow and results of operations. If the projects cannot be completed after a substantial amount of time and costs have been incurred by our Operating Subsidiary, our results of operations and financial position may be adversely affected.

Our financial and operating performances are also subject to seasonality. Demand for our Operating Subsidiary’s services from listed companies in relation to typesetting, proofreading and printing of results announcements and financial reports is typically higher in March, April, August, and September due to the timing requirement as set out in the relevant Listing Rules. Accordingly, our financial performance during March, April, August, and September, being the peak seasons, may be better than that of the other periods and may not accurately indicate our overall performance of the entire financial year. Although we have taken measures to maintain our Operating Subsidiary’s performance throughout the entire year, such as maintaining sufficient manpower during peak seasons by rescheduling the rosters of our Operating Subsidiary’s staff, prospective investors should be aware of such seasonal fluctuations when making any comparisons of our financial performance.

We rely on our service suppliers to conduct all of the printing and binding/packaging works, delivery of final content outputs and substantially all of the translation works and the performance of these suppliers may affect the quality of our overall services to customers.

Our Operating Subsidiary engages service suppliers for all its printing and binding/packaging works, delivery of final content outputs and substantially all of its translation works for higher operational efficiency and capital saving purposes and our Operating Subsidiary does not operate any printing factory. Generally, the final content outputs are delivered to the customers’ designated locations directly by our printing house suppliers or through third party logistic service providers. Though our Operating Subsidiary has in-house translation team, it is mainly responsible for quality

assurance of the translation works done by its translation service providers. In addition, our Operating Subsidiary may engage third party service providers for concept creation and artwork design etc. at times when it does not have sufficient spare capacities.

While we will continue to engage printing and translation service suppliers in the future, we do not have enough control over the operations of our suppliers. We cannot guarantee that we can monitor the service suppliers’ production process as directly and effectively as monitoring our own staff. These suppliers also face operational risks of their own. If they fail to meet our requirements such as the turnaround speed and quality of printing, design or the accuracy of translation works, we may not be able to provide timely and quality services to our customers, especially our Operating Subsidiary operates in a time-sensitive industry. As a result, our Operating Subsidiary may face complaints or claims from its customers and thus, additional costs for settling or defending the claims against it would incur, which would adversely and materially affect our operation, reputation and financial performance.

Moreover, we do not enter into any long-term agreement with our suppliers for their services. We cannot guarantee that we or our Operating Subsidiary will continue to maintain our working relationship with the suppliers. We have no direct control over the prices charged by our suppliers, who usually have their prescribed price lists, which are subject to revision from time to time. We, therefore, cannot guarantee that we and our Operating Subsidiary can secure quotes in similar level from our suppliers in the future. If our Operating Subsidiary’s suppliers are not available or refuse to provide services to our Operating Subsidiary or increase the contracting prices substantially which may not be passed on to customers who have already fixed their contract price with our Operating Subsidiary, and if we are unable to engage alternative service providers at a reasonable price, our operation, business, reputation and profitability will be adversely affected.

Our final billings to our customers may differ from the initial quotations which may cause disagreements between customers and us.

Our pricing policy is generally on a cost-plus basis and does not contain price adjustment provisions in our service agreements with customers. Normally, the out of pocket expenses are initially borne by our Operating Subsidiary and are billed to its customers as reimbursements. In most projects, the final documents are generally different from the specification as set forth in the service agreements, especially the number of pages and the quantity of printed documents. In addition, it is not uncommon for customers to request for additional items such as additional color pages, overseas courier, overtime services and urgent printing services. Since the additional service fees for additional services cannot be ascertained until the completion of respective projects, the final billing to customers with additional items and services may differ significantly from the amount as stated in the agreement.

It is our general policy that, prior to rendering the additional services requested by the customers, its sales personnel or account servicing team will obtain the consents and/or written confirmation from the customers for charging such additional services based on list of prices for additional services as set out in the initial service agreements and/or initial quotations. However, we cannot assure you that our customers will not raise any dispute over final billing. Any prolonged period of such dispute may adversely affect our cash flows and result of operations.

We may be adversely affected by the losses or liabilities arising from leakage of confidential or inside information or substantial errors in respect of documents handled by our Operating Subsidiary.

It is the ordinary course of our Operating Subsidiary’s business to handle confidential and inside information of our customers, for instance, the financial reports, announcements or circulars of listed companies and the release of which may affect the customers’ share price. Our Operating Subsidiary is also usually entrusted by the listed companies to upload this information onto the website of the Stock Exchange for and on their behalf at a designated time slot. As such, any inadvertent errors made by our Operating Subsidiary, when handling, processing and uploading the confidential or inside information of its customers may result in early or delay in release of such information or substantial errors in its content outputs, which may mislead or cause losses to the readers and prospective investors of its customers.

Although we and our Operating Subsidiary have adopted stringent internal procedures to protect the integrity and confidentiality of the information that we handle, there is no assurance that the procedures can completely eliminate the risks of making substantial errors or leakage of confidential information of our customers and our services will be free from human errors. There is also no assurance that no leakage of confidential or inside information would arise from the breach of confidentiality by our employees or suppliers or the deficiency in the information

technology system. If any substantial errors are made in the documents our Operating Subsidiary processed and delivered or any confidential or inside information is leaked, we and our Operating Subsidiary might be exposed to investigations by relevant regulatory authorities and other liabilities, complaints or claims from our customers, which may adversely affect our customers’ confidence on our services, reputation, and ultimately our business and financial position.

We and our subsidiaries may face financial or reputational loss due to inadvertent errors occurred in our business operations.

Substantial errors in desktop publishing and/or in-house translation may lead to material misstatements in documents that our Operating Subsidiary handles, such as results announcements and financial reports; corporate announcements and shareholder circulars of our listed company customers; and IPO prospectuses of our IPO applicant customers and debt offering circulars of companies listed. Our Operating Subsidiary generally communicates with its customers and suppliers via e-mails. As such, mis-direction of e-mail messages to unintended recipients may result in leakage of confidential or inside information of its customers. Notwithstanding its internal control measures, our Operating Subsidiary may still be exposed to liabilities arising from any such inadvertent errors, such as complaints or legal actions, and our reputation and financial position may be materially and adversely affected as a result.

We do not own our own business premises for carrying out our business and thus, we are exposed to the risks relating to fluctuations of commercial building rental market.

As an integrated financial printing service provider for target customers including IPO applicants, listed companies and private companies in the capital market in Hong Kong, our Operating Subsidiary, Cre8 Hong Kong, is usually entrusted by our customers to deliver printed documents to the Stock Exchange within a tight schedule. It also provides meeting facilities in its business premises for its customers. Hence, we consider that it is imperative for our Operating Subsidiary to have its own business premises located in the prime location in Hong Kong, which are in proximity to the office of the Stock Exchange and the offices of its customers and/or their professional advisers such as sponsors, financial advisers, lawyers and accountants.

Our Operating Subsidiary’s current business premise is located in a grade A commercial building in the central business district in Hong Kong and is rented to it by an independent third party. As such, it is exposed to the risk on rental fluctuations of grade A commercial buildings in Hong Kong from time to time. If there is any significant increase in the rental expenses for the leased business premises, we may experience substantial increases in its operating costs and as a result, our business, results of operations, financial position and prospects may be materially and adversely affected.

There is no assurance that the landlord will not terminate the tenancy of our current business premises before the expiration of the tenancy. If the landlord terminates the tenancy with our Operating Subsidiary or refuses to renew the tenancy upon expiration, our Operating Subsidiary’s renovation costs incurred on its current business premises may be written off, and it may need to incur relocation and renovation costs, or it may fail to secure a suitable alternative location at all. In such event, our business operations will be materially disrupted and our results of operations and financial performance will be adversely affected.

Any unexpected and prolonged disruption to the access of our business premises may adversely affect our business.

As we have only one business premise in Hong Kong, if there is any unexpected and prolonged disruption of usage or access to this business premise, such as fire or power failure and we cannot timely relocate the business premise to another suitable location with well-equipped facilities, the normal operation of will be disrupted. As such, our business, results of operations and financial position will be adversely affected.

Our Operating Subsidiary does not maintain any insurance to cover claim for loss or damage to its final content outputs during delivery.

The printing and delivery of final content outputs is generally carried out by our Operating Subsidiary’s suppliers such as printing houses and logistic service providers. Neither we nor our Operating Subsidiary maintains any insurance for any loss or damage to the final content outputs during delivery. There is no assurance that these printing houses or logistic service providers have maintained sufficient insurance to cover the final content outputs printed and/or delivered by them. As such, our customers may bring liability claims against us if there is loss or damage to the

final content outputs during delivery or damages are incurred from untimely delivery. Any such claims, regardless of whether they are ultimately successful, may cause us and our Operating Subsidiary to incur litigation costs, harm our business reputation and disrupt our operations. If any such claims are ultimately successful, we may be required to pay for the damages. Our business, results of operations and financial condition may, therefore, be materially and adversely affected.

We face possible infringement of our intellectual property rights, which could harm our business and competitive position.

We regard our trademarks, domain names and other intellectual properties as critical to our success, and we rely on a combination of intellectual property laws and contractual arrangements, including confidentiality and non-compete agreements with our employees and others, to protect our proprietary rights.

As concerns intellectual property laws, our trademark “cre8” is duly registered in Hong Kong under the Trade Marks Ordinance (Chapter 559 of the Laws of Hong Kong) as our Directors consider that our success depends to a certain extent on our ability to maintain our proprietary interest in our trademark and our website as well as our ability to defend ourselves against potential infringement claims by any third party. The trademark “cre8” also represents our brand name, which is used by us and our subsidiaries in carrying out our sales and marketing activities to attract new customers and retain our existing customers. See “Business — Intellectual Property Rights”.

Notwithstanding the registration of our trademark “cre8”, we notice that a similar mark has been used by a third party engaged in other industries in Hong Kong, and such unauthorized use of a similar mark might have caused a possible infringement of our proprietary interest in the trademark “cre8”. As of the date of this prospectus, we have filed a legal proceeding against the third party to protect our proprietary interest in the service mark. See “Business — Legal Proceedings”.

Apart from registration of our trademark, we also rely on a combination of intellectual property laws and contractual arrangements, including confidentiality and non-compete agreements with our employees and others to protect our proprietary rights. Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages. Confidentiality and non-compete agreements may be breached by counterparties, and there may not be adequate remedies available to us for any such breach. Accordingly, we may not be able to effectively enforce our contractual rights.

Hence, despite we use our best endeavors to protect our intellectual property rights, there is no assurance that our measures are adequate or that we will always be able to identify cases of infringement such as unauthorized use of our trademarks by any third party including our suppliers, customers, and competitors, where such unauthorized use may lead to negative publicity in relation to our reputation and brand name.

Preventing any unauthorized use of our intellectual properties is difficult and costly and the steps we take may be inadequate to prevent the misappropriation of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources. We can provide no assurance that we will prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. Any failure in protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

We rely on market recognition of our “Cre8” brand and face risks associated with negative publicity.

We believe that the continued growth and success of our group, rest in part with our ability to protect and enhance the value of our brand. This depends largely on the effectiveness of our marketing efforts. However, our efforts to build our brand may not result in increased revenues in the immediate future or at all and, even if they do, any increases in revenues may not offset the expenses incurred. If we fail to successfully promote and maintain our brand while incurring substantial expenses, our results of operations and financial condition would be adversely affected, which may impair our ability to grow our business.

There is no assurance that we will continue to be successful in maintaining our brand visibility. In the event that there are incidents resulting in adverse publicity against us or our brand, our market recognition and reputation may deteriorate, thereby materially and adversely affecting our business, results of operations and prospects.

We rely on continuing efforts of our senior management team. If one or more of our key executives were unable or unwilling to continue in their present position, our business may be severely disrupted.

We rely on the continued commitment, knowledge and experience of our senior management team for developing our business plans, managing our operations, ensuring the quality of our services provided through our Operating Subsidiary and maintaining our working relationships with customers and suppliers. With the support of our senior management, they are primarily responsible for our vision, strategies and overall management. Moreover, certain customers originated from the business networks and relationships maintained by our Directors.

While we provide a variety of attractive incentives to our management members, we cannot assure you that we can continue to retain their services. We cannot assure you that our existing senior management members will not terminate their employment with us in the future. In addition, we do not have any key man insurance for our senior management members and/or executive officers or key employees. Should any of one or more of our key executives were unable or unwilling to continue their positions, we may not be able to replace them easily or at all, our future growth may be constrained, our business may be severely disrupted and our financial condition and results of operations may be materially and adversely affected, and we may incur additional expenses to recruit, train and retain key personnel. In addition, there is no assurance that any member of our senior management team will not join our competitors or form a competing business. If any dispute arises between us and our current or former officers, we may have to incur substantial costs and expenses in enforcing the non-compete undertaking in their employment contracts with us.

Our Operating Subsidiary may face difficulties in recruiting and retaining experienced staff at stable salary levels.

As we conduct our operations and provide services to customers through our Operating Subsidiary in Hong Kong, we rely on our experienced staff for providing integrated financial printing services. In particular, our Operating Subsidiary requires quality services of our employees from different professions, such as translation and artwork design on our operations, which is usually trained through on-the-job experience. The demand for these experienced staff by us and our competitors in the financial printing industry is usually high. Our Directors notice that it is an industry norm that experienced staff are poached from time to time. The turnover of these experienced staff is also contributed by the working conditions which include long working hours and reporting duties on shifts, which is due to the nature of our business.

Hence, our Directors are of the view that the ability to recruit and retain experienced staff is crucial to the stability and expansion of our Operating Subsidiary’s operations. Although we had not experienced any material difficulties in recruiting and/or retaining employees for FY2022 and FY2023, there is no assurance that we are able to recruit and retain the appropriate talent to support our operations at all time. As such, any material difficulties in recruiting and/or retaining experienced employees in the future may cause a shortage of manpower, delay our Operating Subsidiary’s operations and/or affect the quality of its services, which may materially and adversely affect our results of operations, reputation and financial performance.

Our financial performance may also be adversely affected by the increasing staff costs, in particular when we have to offer further competitive remuneration packages and benefits to our experienced staff in order to retain them. Hence, there is no assurance that we are able to maintain the staff cost at similar level as that in FY2022 and FY2023. Moreover, we cannot assure that we are able to pass on the increased cost to customers in part or in full. Therefore, any significant increase in staff costs may have a material and adverse effect on our results of operations and financial performance.

We and our subsidiaries are susceptible to information technology infrastructure failure caused by server failure and/or unexpected network interruptions, security breaches, attack by hackers, computer virus or natural or man-made disasters.

Our daily operations depends significantly on the reliability of our information technology infrastructure, which involves the use of Internet connection to (i) make e-Submissions to the Stock Exchange for and on behalf of some customers including IPO applicants and listed companies; (ii) upload documents to the website of the Stock Exchange and/or the website of individual customers; and (iii) communicate with customers and suppliers, amongst other activities, as well as data on the servers. Any failure of Internet connection or server due to the occurrence fires, floods, hardware and

software failures, power loss, telecommunication failure, data leakage, hacking and break-ins, cyber-attacks, terrorist attacks or other natural or man-made disasters would suspend or adversely disrupt our and our Operating Subsidiary’s operations and the continuous provision of its services. As our Operating Subsidiary operates in a time-sensitive industry, any such suspension or disruption of its operations may negatively affect its customers’ confidence in its ability to deliver its services in a timely manner. Our reputation and financial performance may be adversely affected as a result.

Our Operating Subsidiary also routinely handles confidential information, including inside information of its customers and rely on the integrity of its IT system to preserve confidentiality and security. Apart from server failure that my lead to any loss of data, our servers may be vulnerable to unauthorized access, hacking, computer vandalism and other forms of data theft which may lead to leakage of confidential and/or price-sensitive information to unauthorized third parties. Such vulnerability may occur in the event of any malfunctions in relation to the security of our IT infrastructure, such as a firewall breakdown. As such, we and our subsidiaries are exposed to the risk of liabilities, such as complaints or legal actions, arising from any such leakage or loss of data or delay in provision of our services, and our reputation and financial position may be materially and adversely affected as a result.

Our business operation is subject to cybersecurity risks. A cyberattack may disrupt our operations and compromise the personal data of our customers.

As we conduct our operations and provide services to customers through our Operating Subsidiary in Hong Kong, our operations involve transmission, handling, publication and temporary storage of data, confidential and inside information of customers. Hence, our subsidiaries’ information technology infrastructure is susceptible to cyber-attacks and cyber incidents and the threats thereof. Cybersecurity risks could include, but are not limited to, malicious software, attempts to gain unauthorized access to data and the unauthorized release, corruption or loss of data and personal information, interruptions in communication, loss of intellectual property or theft of sensitive or proprietary technology, loss or damage to data delivery systems, or other electronic security, including those with our properties and equipment.

These cybersecurity risks could:

��        disrupt our Operating Subsidiary’s operations and damage our Operating Subsidiary’s information technology systems;

•        leak out confidential and inside information of our customers;

•        negatively impact our ability to compete;

•        enable theft or misappropriation of funds;

•        cause loss, corruption or misappropriation of proprietary or confidential information, expose us to litigation; and

•        result in damage to our reputation, downtime, loss of revenue, and increased costs to prevent, respond to or mitigate cybersecurity events.

If a cybersecurity event occurs, it could harm our business and reputation and could result in a loss of customers, as sensitive or confidential customer data could be accessed by unauthorized persons or open to the general public, and adversely impact our customers. Likewise, any data breaches by our former and current employees and others who have access to our systems may pose a risk to the service provided by our Operating Subsidiary, employee relationships and our reputation.

While we continue to make efforts to evaluate and improve our information technology infrastructure, particularly the effectiveness of our security program, procedures and systems, it is possible that our business, financial and other systems could be compromised, which could go unnoticed for a prolonged period of time. There can be no assurance that the actions and controls that we implements, or which we cause third-party service providers to implement, will be sufficient to protect the information technology infrastructure. Additionally, customers and suppliers upon whom we rely on face similar threats, which could directly or indirectly impact our business and operations. The occurrence of a cyber-incident or attack could have a material adverse effect on our business, financial condition and results of operations.

Failure to comply with cybersecurity, data privacy, data protection, or any other laws and regulations related to data may materially and adversely affect our business, financial condition, and results of operations.

We and our subsidiaries may be subject to a variety of cybersecurity, data privacy, data protection, and other laws and regulations related to data, including those relating to the collection, processing, retention, use, disclosure, and transfer of confidential and sensitive information, including personal information and other data. These laws and regulations, such as the Data Protection Act, 2021 under the laws of BVI and the Measures for Cybersecurity Review under the laws of PRC, apply not only to third-party transactions, but also to transfers of information within our organization, which relates to our investors, employees, contractors and other counterparties. These laws and regulations may restrict our business activities and require us to incur increased costs and efforts to comply, and any breach or noncompliance may subject us to proceedings against us, damage our reputation, or result in penalties and other significant legal liabilities, and thus may materially and adversely affect our business, financial condition, and results of operations.

We may be unable to implement our future plans successfully.

We may be unable to implement our strategies and future plans according to our timetable, or at all, due to factors beyond our control, such as regulatory changes. There is no assurance that our future plans will materialize and generate revenue as planned. Further, any growth in revenue generated by our future plans may be outpaced in the short term by costs incurred in relation to expansion of our office, human resources and IT resources, and our operations and financial position may be adversely affected as a result.

Risks Related to Doing Business in the Jurisdictions in Which We Operate

Substantially all of our operations are conducted by our wholly-owned Operating Subsidiary in Hong Kong. However, due to the long-arm application of the current PRC laws and regulations, the PRC government may exercise significant direct oversight and discretion over the conduct of our Operating Subsidiary’s business and may intervene or influence our Operating Subsidiary’s operations, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. Our Operating Subsidiary in Hong Kong may be subject to laws and regulations of Mainland China, which may impair our Operating Subsidiary’s ability to operate profitably and result in a material negative impact on our operations and/or the value of our Class A Ordinary Shares. Furthermore, the changes in the policies, regulations, rules and the enforcement of laws of Mainland China may also occur quickly with little advance notice and our assertions and beliefs of the risk imposed by the Chinese legal and regulatory system cannot be certain.

We conduct our operations and provide integrated financial printing services to customers through Cre8 Hong Kong, our wholly-owned Operating Subsidiary in Hong Kong, a special administrative region of the PRC. Although we have established a representative office in Mainland China, Cre8 China, solely for marketing and customer support purposes, and that some of our customers, including IPO applicants and listed companies, are PRC entities with shareholders or directors who are PRC citizens, we do not have substantive operations in Mainland China. Furthermore, pursuant to the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China (“Basic Law”), PRC laws and regulations do not automatically apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. PRC laws and regulations that may be listed in Annex III are currently limited to those that fall within the scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. In other words, as the PRC laws and regulations relating to data protection, cybersecurity and the anti-monopoly have not been listed in Annex III of the Basic Law, they do not apply directly to Hong Kong entities.

However, owing to long-arm provisions under the current PRC laws and regulations, there remain regulatory and legal uncertainties with respect to the applicability, interpretation and implementation of laws and regulations of Mainland China to Hong Kong entities and individuals. As a result, we may be subject to certain legal and operational risks associated with our Operating Subsidiary being based in Hong Kong, despite the fact that we only have immaterial, non-substantive operations in Mainland China. As such, even though our operations are substantively conducted in Hong Kong, we cannot guarantee that the PRC government would not implement the laws of the Mainland China to Hong Kong entities and individuals and exercise significant direct influence and discretion over the operation of our Operating Subsidiary in Hong Kong in the future. There is no guarantee that such implementation of PRC laws and regulations will not have a material and adverse impact on our business, financial condition and results of operations, due to changes in economic, political, legal or social conditions, government policies, or any other unforeseeable reasons.

If we or our Operating Subsidiary in Hong Kong were to become subject to laws and regulations of Mainland China, the legal and operational risks associated in Mainland China may also apply to our operations in Hong Kong, and we and subsidiaries would face the risks and uncertainties associated with the legal system in Mainland China, including whether and when we would need to adapt to comply with all applicable laws and regulation, and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to Hong Kong-based companies like us, given the substantial operations of our Operating Subsidiary in Hong Kong and the PRC government may exercise significant oversight over the conduct of business in Hong Kong.

The laws and regulations in Mainland China are constantly evolving. Their enactment timetable, interpretation, enforcement, and implementation involve significant uncertainties for Hong Kong-based entities like us to be compliant, should we become subject to any such laws and regulations. They may change and update quickly with little advance notice, along with the risk that the PRC government may intervene or influence our Operating Subsidiary’ operations in Hong Kong at any time, that could result in a material change in our operations and/or the value of our securities. Moreover, there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations related to our business and the enforcement and performance of our Operating Subsidiary’s arrangements with customers in certain circumstances. The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may also involve substantial uncertainty. The interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may have a retrospective effect and there may be delays in when the accompanying statutory guidance would be published. Our business may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our legal team and PRC counsel’s understanding of these laws and regulations. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. As such, we cannot predict what effects the updated interpretation of existing PRC laws and regulations or those of new PRC laws or regulations may have on our business and operations.

The PRC laws, regulations and other government directives may also be costly for Hong Kong entities who are previously not subject to such regulations to comply with, and such compliance or any associated inquiries or investigations or any government actions may:

•        delay or impede our and our subsidiaries’ development;

•        result in negative publicity or increase our and our subsidiaries’ operating costs;

•        require significant management time and attention; and

•        subject our Company and/or our subsidiaries to remedies, administrative penalties and even criminal liabilities that may harm our and/or our subsidiaries’ business, including fines assessed for our and our subsidiaries’ current or historical operations, or demands or orders that we modify or even cease our business practices.

We are aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in Mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over Mainland China-based companies listed overseas using a VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. In addition to these statements, laws and regulations by the PRC government, including the Measures for Cybersecurity Review, the PRC Personal Information Protection Law and the Draft Rules on Overseas Listing published by CSRC on December 24, 2021 also have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in Mainland China-based issuers.

Based on the PRC laws, rules and regulations currently in effect as of the date of this prospectus, we are advised by our PRC Counsel, Guangdong Wesley Law Firm, that we are not currently required to obtain any approvals or permissions from the PRC government or relevant PRC authorities to list on a U.S. securities exchange and consummate this Offering. However, there is no guarantee that this will continue to be the case in the future in relation to the continued listing of our securities on a securities exchange outside of the PRC, or even when such permission is obtained, it will not be subsequently denied or rescinded.

The PRC government may intervene or influence our operations at any time or may exert control over offerings conducted overseas and foreign investment in Hong Kong-based issuers, which may result in a material change in our and our subsidiaries’ operations and/or the value of our Class A Ordinary Shares. For example, there is currently no restriction or limitation under the laws of Hong Kong on the conversion of HK dollar into foreign currencies and the transfer of currencies out of Hong Kong, and the laws and regulations of the PRC on currency conversion control do not currently have any material impact on the transfer of cash between the ultimate holding company and the Operating Subsidiary in Hong Kong. However, the Chinese government may, in the future, impose restrictions or limitations on our ability to move money out of Hong Kong to distribute earnings and pay dividends to and from the other entities within our organization or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our expansion into new geographic markets and may affect our ability to receive funds from our Operating Subsidiary in Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that may restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for the services provided by our Operating Subsidiary, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measured could materially decrease the value of our Class A Ordinary Shares, potentially rendering it worthless.

There remain some uncertainties as to whether we will be required to obtain approvals from the PRC authorities to list on the U.S. exchanges and offer securities in the future, and if required, we cannot assure you that we will be able to obtain such approval. We or our subsidiaries may become subject to a variety of PRC laws and other obligations regarding data security in relation to offerings that are conducted overseas, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations and may hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.

On June 10, 2021, the Standing Committee of the National People’s Congress enacted the PRC Data Security Law, which took effect on September 1, 2021. The law requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security.

On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

On August 20, 2021, the 30th meeting of the Standing Committee of the 13th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China” (the “PIPL”), which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of China that is carried out outside of China where (1) such processing is for the purpose of providing products or services for natural persons within China, (2) such processing is to analyze or evaluate the behavior of natural persons within China, or (3) there are any other circumstances stipulated by related laws and administrative regulations. Pursuant to the PIPL, personal data processors (“data processors”) shall meet one of the conditions in order to transmit personal information overseas for their business operations: (i) passing the security evaluation organized by the Cyberspace Administration of China (the “CAC”); (ii) acquiring personal information protection certification from the professional organizations regulated by the CAC; (iii) adopting the standard contract forms stipulated by the CAC when entering into contracts with overseas information receivers, setting forth the rights and obligations of the parties; and (iv) other conditions regulated by laws, regulations and the CAC. Prior to the cross-border provision of personal information of the natural persons, personal information processors shall obtain the approval of the corresponding natural persons and advise them of the overseas receiver’s name, contact information, processing purpose and methods, classification of personal information and information reception procedures, etc.

On December 28, 2021, the CAC jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021) which took effect on February 15, 2022 and replace the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. Measures for Cybersecurity Review (2021) stipulates that in addition to “operator of critical information infrastructure,” any “data processor” carrying out data processing activities that affect or may affect national security should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities, including, among others, (i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or transferred outside the country; and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad. CAC has said that under the proposed rules companies holding data on more than one million users must apply for cybersecurity approval when seeking listings in other nations because of the risk that such data and personal information could be “affected, controlled, and maliciously exploited by foreign governments.” The cybersecurity review will also investigate the potential national security risks from overseas IPOs.

On December 24, 2021, the China Securities Regulatory Commission (“CSRC”), together with other relevant government authorities in China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing Regulations”). The Draft Overseas Listing Regulations requires that a PRC domestic enterprise seeking to issue and list its shares overseas (“Overseas Issuance and Listing”) shall complete the filing procedures of and submit the relevant information to CSRC. The Overseas Issuance and Listing includes direct and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in PRC seeks to issue and list its shares in the name of an overseas enterprise (“Overseas Issuer”) on the basis of the equity, assets, income or other similar rights and interests of the relevant PRC domestic enterprise, such activities shall be deemed an indirect overseas issuance and listing (“Indirect Overseas Issuance and Listing”) under the Draft Overseas Listing Regulations.

On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Administrative Measures”), which came into effect on March 31, 2023. Compared to the Draft Overseas Listing Regulations, the Trial Administrative Measures further clarified and emphasized that the comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies” shall comply with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures under the Trial Administrative Measures if the following criteria are met at the same time: a) 50% or more of the issuer’s operating revenue, total profits, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year are accounted for by PRC domestic companies, and b) the main parts of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China. On the same day, the CSRC held a press conference for the release of the Trial Administrative Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which, among others, provided the exemption from immediate filings for issuers that a) have been listed or have been registered but not yet listed in foreign securities markets, including U.S. markets, prior to the effective date of the Trial Administrative Measures, b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and c) will complete the overseas securities offering and listing before September 30, 2023. Nonetheless, such issuers shall carry out the filing procedures as required if they subsequently conduct refinancing or are involved in other circumstances that require filings with the CSRC. Furthermore, the Trial Administrative Measures and its supporting guidelines provide a negative list of types of issuers banned from listing overseas, the issuers’ obligation to comply with national security measures and the personal data protection laws, and certain other matters such as the requirements that an issuer (i) file with the CSRC within three business days after it submits an application for initial public offering to the competent overseas regulator and (ii) file subsequent reports with the CSRC on material events, including change of control and voluntary or forced delisting, after its overseas offering and listing.

Although Cre8 Hong Kong, our Operating Subsidiary in Hong Kong, may collect and store certain data (including certain personal information) from its customers, some of whom may be individuals from or residing in Mainland China, in connection with our business and operations and for “Know Your Customers” purposes (to combat money laundering), as advised by our PRC Counsel, Guangdong Wesley Law Firm, we and our Operating Subsidiary will not be deemed to be an “operator of critical information infrastructure” or an “data processor” carrying out data processing activities, and we do not expect to be subject to cybersecurity review by the CAC for this Offering, given that (i) we conduct our operations through our Operating Subsidiary in Hong Kong. Our Operating Subsidiary is

incorporated and operating in Hong Kong. It is unclear whether the Measures for Cybersecurity Review (2021) is applicable to a Hong Kong company. We only have immaterial, non-substantive operations in Mainland China, Cre8 China, for the sole purposes of marketing and customer support, and Cre8 China does not generate any revenue at all; (ii) as of date of this prospectus, our Operating Subsidiary has in aggregate collected and stored the personal information of less than one thousand individuals in Mainland China only and our Operating Subsidiary has acquired the clients’ separate consents for collecting and storing of their personal information and data; (iii) Cre8 Hong Kong does not place any reliance on collection and processing of any personal information to maintain its business operation; (iv) data processed in the business of Cre8 Hong Kong should not have a bearing on national security nor affect or may affect national security; (v) all of the data our Operating Subsidiary has collected is stored in servers located in Hong Kong; and (vi) as of the date of this prospectus, neither we nor our Operating Subsidiary has been informed by any PRC governmental authority of being classified as “operator of critical information infrastructure” or “data processor” that is subject to CAC cybersecurity review or a CSRC review.

Based on the laws and regulations currently in effect in the PRC as of the date of this prospectus, as confirmed and advised by our PRC Counsel, Guangdong Wesley Law Firm, our Operating Subsidiary in Hong Kong, Cre8 Hong Kong, is not required to obtain any permissions or approvals from Hong Kong authorities nor any PRC authorities before listing in the U.S. and to issue our Class A Ordinary Shares to foreign investors, including the CAC or the CSRC for the following reasons: (i) we are headquartered in Hong Kong, with our officers and all members of the Board of Directors based in Hong Kong who are not Mainland China citizens; (ii) we do not have any VIE structure and has only immaterial, non-substantive operations in Mainland China, nor is it controlled by any companies or individuals of Mainland China; (iii) we only operate in Hong Kong, all of our revenues and profits are generated by our subsidiaries in Hong Kong, and we have not generated revenues or profits from Mainland China in the most recent accounting year accounts for more than 50% of the corresponding figure in our audited consolidated financial statements for the same period; (iv) we do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a VIE structure with any entity in Mainland China; and (v) pursuant to the Basic Law of the Hong Kong Special Administrative Region of the PRC, or the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy). As of the date of this prospectus, neither the CAC, the CSRC nor any other PRC regulatory agency or administration has contacted the Company in connection with the Company’s or our Operating Subsidiary’s operations or this Offering.

However, as further advised by our PRC Counsel, Guangdong Wesley Law Firm, given the uncertainties arising from the legal systems in Mainland China and Hong Kong, including uncertainties regarding the interpretation and enforcement of the PRC laws and regulations and the significant authority of the PRC government to intervene or influence the offshore holding company headquartered in Hong Kong, there remains significant uncertainty in the interpretation and the scope of enforcement of the Trial Administrative Measures, the PIPL, and other relevant PRC data privacy, cybersecurity laws and regulations. It is highly uncertain how soon the legislative or administrative regulation-making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain and unpredictable what the potential impacts of any such modified or new laws and regulations will have on the daily business operations of our Operating Subsidiary and the listing of our Class A Ordinary Shares on the U.S. or other foreign exchanges. As the Trial Administrative Measures are recently issued, there remains uncertainty as to how it will be interpreted or implemented. Therefore, we cannot assure you that when and whether we will be subject to such filing requirements, or will be able to get clearance from the CSRC in a timely manner, or at all, even though we believe that none of the abovementioned situations that prohibits overseas listing and offering applies to us.

We are currently not required to obtain permissions or approvals from the PRC authorities to operate our business or list on the U.S. exchanges and offer securities. Specifically, we are currently not required to obtain any permissions or approvals from the CSRC, the CAC or any other PRC governmental authority to operate our business or to list our securities on a U.S. securities exchange or issue securities to foreign investors. However, we cannot assure you that we will not be subject to the regulation of relevant PRC regulatory authorities in the future. Nor can we guarantee that we will continue to comply with potential additional requirements, if any, in a timely manner. There remains uncertainty as to how the Measures for Cybersecurity Review (2021) will be interpreted or implemented. As such, the current interpretation of relevant PRC laws and regulations provided by our PRC counsel may not be consistent with that of the relevant PRC governmental authority. If we were deemed as an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users under the Measures, or if other regulations promulgated in relation to the Measures are later deemed to be applicable to us, then our business operations and the listing of our

Class A Ordinary Shares in the U.S. could be subject to potential cybersecurity reviews by the CAC. In the event that we are subject to any such mandatory cybersecurity review and other specific actions required by the CAC, we face uncertainty as to whether any clearance or other required actions can be completed in a timely fashion or at all. Given such uncertainty, we could be further required to suspend our relevant business, shut down our website, or face other kinds of penalties that could materially and adversely affect our business, financial condition, and results of operations.

Furthermore, if the Trial Administrative Measures, the Measures for Cybersecurity Review (2021), and the PIPL become applicable to us or our Operating Subsidiary in Hong Kong, our operation and the listing of our Class A Ordinary Shares in the U.S. could be subject to the CAC’s cybersecurity review or the CSRC Overseas Issuance and Listing review in the future. If the applicable laws, regulations, or interpretations change and our Operating Subsidiary become subject to the CAC or CSRC review, we cannot assure you that our Operating Subsidiary will be able to comply with the regulatory requirements in all respects and our current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities. Compliance with these laws and regulations could significantly increase our operating costs, require significant changes to our operations or even prevent us from providing certain service offerings in jurisdictions in which we currently operate or in which we may operate in the future. If there was such significant change to the current political arrangements between Mainland China and Hong Kong, or any changes in the PRC laws, regulations, or interpretation or applicability of existing laws, and/or if we were required to obtain such permissions or approvals in the future in connection with the listing or continued listing of our securities on a stock exchange outside of the PRC, it is uncertain how long it would take for us to obtain such approval, and, even if we obtained such approval, the approval could be rescinded. Any failure to obtain or delay in obtaining the necessary permissions from the PRC authorities to conduct offerings or list outside of the PRC may subject us to sanctions imposed by the CSRC, CAC, or other PRC regulatory authorities. It could include fines and penalties, proceedings against us, and other forms of sanctions, and our ability to conduct our business, invest into Mainland China as foreign investments or accept foreign investments, ability to offer or continue to offer Class A Ordinary Shares to investors or list on the U.S. or other overseas exchange may be restricted, and the value of our Class A Ordinary Shares may significantly decline or be worthless, our business, reputation, financial condition, and results of operations may be materially and adversely affected. The CSRC, the CAC, or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of our Class A Ordinary Shares. In addition, if the CSRC, the CAC, or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for this offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of our securities.

Compliance with Hong Kong’s Personal Data (Privacy) Ordinance and any such other existing or future data privacy related laws, regulations and governmental orders may entail significant expenses and could materially affect our and our Operating Subsidiary’s business.

Although we and our subsidiaries are not subject to cybersecurity review by the CAC nor any other PRC authorities for this Offering or required to obtain regulatory approval regarding the data privacy and personal information requirements from the CAC nor any other PRC authorities for our and our subsidiaries’ operations Hong Kong, because all of our operations take place in Hong Kong, we are subject to a variety of laws and other obligations regarding data privacy and protection in Hong Kong.

In particular, the Personal Data (Privacy) Ordinance (Chapter 486 of the laws of Hong Kong) (“PDPO”) imposes a duty on any data user who, either alone or jointly with other persons, controls the collection, holding, processing or use of any personal data which relates directly or indirectly to a living individual and can be used to identify that individual. Under the PDPO, data users shall take all practicable steps to protect the personal data they hold from any unauthorized or accidental access, processing, erasure, loss, or use. Once collected, such personal data should not be kept longer than necessary for the fulfilment of the purpose for which it is or is to be used and shall be erased if it is no longer required, unless erasure is prohibited by law or is not in the public interest. The PDPO also confers on the Privacy Commissioner for Personal Data (“Privacy Commissioner”) power to conduct investigations and institute prosecutions. The data protection principles (collectively, the “DPP”), which are contained in Schedule 1 to the PDPO, outline how data users should collect, handle, and use personal data, complemented by other provisions imposing further compliance requirements. The collective objective of DPPs is to ensure that personal data is collected on a fully informed basis and in a fair manner, with due consideration towards minimizing the amount of personal data collected. Once collected, the personal data should be processed in a secure manner and should only be kept for as long as necessary for the fulfilment of the purposes of using the data. Use of the data should be limited to or related

to the original collection purpose. Data subjects are given certain rights, inter alia: (a) the right to be informed by a data user whether the data user holds personal data of which the individual is the data subject; (b) if the data user holds such data, to be supplied with a copy of such data; and (c) the right to request correction of any data they consider to be inaccurate. The Commissioner may carry out criminal investigations and institute prosecution for certain offenses. Depending on the severity of the cases, the Privacy Commissioner will decide whether to prosecute or refer cases involving suspected commission to the Department of Justice of Hong Kong. Victims may also seek compensation by civil action from data users for damage caused by a contravention of the PDPO. The Commissioner may provide legal assistance to the aggrieved data subjects if the Commissioner deems fit to do so.

We believe that we have been in compliance with the data privacy and personal information requirements of the PDPO. Moreover, we do not expect to be subject to any cybersecurity review by Hong Kong and PRC government authorities for this Offering. However, if we or our Operating Subsidiary conducting business operations in Hong Kong have violated certain provisions of the PDPO, we could face significant civil penalties and/or criminal prosecution, which could adversely affect our business, financial condition, and results of operations.

If the PRC government chooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland China-based issuers to Hong Kong-based issuers, such action may affect the business of our Hong Kong-based Operating Subsidiary, which may ultimately and significantly limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.

Recent statements, laws and regulations by the PRC government, including the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law and the Trial Administrative Measures published by CSRC on February 17, 2023, which came into effect on March 31, 2023, also have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in Mainland China-based issuers. It remains uncertain as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offering and other capital markets activities and due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future.

It remains uncertain whether the PRC government will adopt additional requirements or extend the existing requirements to apply to our Operating Subsidiary located in Hong Kong. It is also uncertain whether the Hong Kong government will be mandated by the PRC government, despite the constitutional constraints of the Basic Law, to control over offerings conducted overseas and/or foreign investment of entities in Hong Kong, including our Operating Subsidiary. Any actions by the PRC government to exert more oversight and control over offerings (including of businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. In the event of a significant change to current political arrangements between Mainland China and Hong Kong, or any changes in the PRC laws, regulations, or interpretation or applicability of existing laws, and, in such event, if we are required to obtain such permissions or approvals in the future and we do not receive or maintain the approvals or is denied permission from Mainland China or Hong Kong authorities, we will not be able to list our Class A Ordinary Shares on a U.S. exchange, or continue to offer securities to investors, which would materially affect the interests of the investors and cause significant the value of our Class A Ordinary Shares significantly decline or be worthless.

The enforcement of laws and rules and regulations in China can change quickly with little advance notice. Additionally, the PRC laws and regulations and the enforcement of such that apply or are to be applied to Hong Kong can change quickly with little or no advance notice. As a result, the Hong Kong legal system embodies uncertainties which could limit the availability of legal protections, which could result in a material change in our Operating Subsidiary’s operations and/or the value of the securities we are offering.

As one of the conditions for the handover of the sovereignty of Hong Kong to China, China accepted conditions such as Hong Kong’s Basic Law. The Basic Law guarantees Hong Kong a high degree of autonomy for Hong Kong which ensures Hong Kong will retain its own currency (the Hong Kong Dollar), legal system, parliamentary system and people’s rights and freedom for fifty years from 1997. This agreement has given Hong Kong the freedom to function with a high degree of autonomy. The Special Administrative Region of Hong Kong is responsible for its own domestic affairs including, but not limited to, the judiciary and courts of last resort, immigration and customs, public finance, currencies and extradition. Hong Kong continues using the English common law system.

However, if there was any changes in relation to the political arrangements which allows Hong Kong to function autonomously, this could potentially impact Hong Kong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our Operating Subsidiary’s business and operations. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the pre-emption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including the ability to enforce agreements with the customers.

There are some political risks associated with conducting business in Hong Kong.

As our Operating Subsidiary’s operations are principally based in Hong Kong and all of our revenue in FY2022 and FY2023 were generated in Hong Kong, our business operations and financial conditions will be affected by the political and legal developments in Hong Kong. Any adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, as well as significant natural disasters, may affect the market and may adversely affect our business operations. Given the relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on our business operations, which could in turn adversely and materially affect our business, results of operations and financial condition.

Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”, meaning that Hong Kong is exclusively in charge of its internal affairs and external relations while the PRC government is responsible for Hong Kong’s foreign affairs and defense. However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. Since all of our Operating Subsidiary’s operations are based in Hong Kong, any change of such political arrangements may pose an immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial positions.

As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. On June 30, 2020, the Standing Committee of the PRC National People’s Congress adopted the Hong Kong National Security Law. This law defines the duties and government bodies of the Hong Kong National Security Law for safeguarding national security and four categories of offences — secession, subversion, terrorist activities, and collusion with a foreign country or external elements to endanger national security — and their corresponding penalties. In response, the U.S. State Department has indicated that the United States no longer considers Hong Kong to have significant autonomy from China and President Trump signed an executive order and Hong Kong Autonomy Act, or HKAA, to remove Hong Kong’s preferential trade status and to authorize the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. On August 7, 2020 the U.S. government imposed HKAA-authorized sanctions on eleven individuals, including the former and current HKSAR chief executive Carrie Lam and John Lee, respectively. On October 14, 2020, the U.S. State Department submitted to relevant committees of Congress the report required under HKAA, identifying persons materially contributing to “the failure of the Government of China to meet its obligations under the Joint Declaration or the Basic Law”. The HKAA further authorizes secondary sanctions, including the imposition of blocking sanctions, against foreign financial institutions that knowingly conduct a significant transaction with foreign persons sanctioned under this authority. The imposition of sanctions may directly affect the foreign financial institutions as well as any third parties or customers dealing with any foreign financial institution that is targeted. It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies located in Hong Kong. If we or our subsidiaries are determined to be in violation of the Hong Kong National Security Law or the HKAA by competent authorities, our subsidiary’s business operations, financial position and results of operations could be materially and adversely affected.

These regulations along with other recent actions may represent an escalation in political and trade tensions involving the U.S, Mainland China and Hong Kong, which could potentially harm our business. Our revenue is also susceptible to the ongoing incidents or factors which affect the stability of the social, economic and political conditions in Hong Kong. Any drastic events may adversely affect our operating subsidiary’s business operations. Such adverse events may include changes in economic conditions and regulatory environment, social and/or political conditions, civil disturbance or disobedience, as well as significant natural disasters. Given the relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on our operating subsidiary’s business operations, which could in turn adversely and materially affect our business, results of operations and financial condition. It is

difficult to predict the full impact of the HKAA on Hong Kong and companies with operations in Hong Kong like us. Furthermore, legislative or administrative actions in respect of China-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price of our Class A Ordinary Shares could be adversely affected.

Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment.

Our revenues and expenses will be denominated predominantly in Hong Kong dollars, which is the currency of Hong Kong, and the financial statements that we file with the SEC and provide to our shareholders are presented in United States dollars. Although the exchange rate between the Hong Kong dollar to the U.S. dollar has been pegged since 1983, we cannot assure you that the Hong Kong dollar will remain pegged to the U.S. dollar. Any significant fluctuations in the exchange rates between Hong Kong dollars to U.S. dollars may have a material adverse effect on our revenue and financial condition. For example, to the extent that we are required to convert U.S. dollars we receive from this Offering into Hong Kong dollars for our operations, fluctuations in the exchange rates between Hong Kong dollars against the U.S. dollar would have an adverse effect on the amounts we receive from the conversion. We have not used any forward contracts, futures, swaps or currency borrowings to hedge our exposure to foreign currency risk.

Risks Related to the Industry in which We Operate

We conduct our operations through our Operating Subsidiary in Hong Kong. Our business performance is highly influenced by the conditions of capital and financial market in Hong Kong. Unfavorable market and economic conditions and the material deterioration of the political and regulatory environment in Hong Kong and Mainland China, could materially and adversely affect our business, financial condition, prospects, and results of operations.

All our business operations are carried out in Hong Kong. As a financial printing service provider for the capital market sectors of Hong Kong, our results of operations and prospects are highly susceptible to any development of change in government policies, as well as economic, social, political and legal development in Hong Kong. Events with adverse impacts on investors’ confidence and risk appetites, such as riots or mass civil disobedience movements and general deterioration of the local economy, may lead to a reduction in investment or trading activities and in turn our business performance. Any change in the Hong Kong local economic, social and political environment, all of which are beyond our control, may lead to a prolonged period of sluggish market activities which would in turn have material adverse impact on our business.

The capital market and the economic conditions in general of Hong Kong are highly sensitive to conditions of the capital markets, political, social and economic conditions in Mainland China. When there are unfavorable changes to the global or local market conditions, the capital market and the economy in Hong Kong may experience negative fluctuations in its performance. Any prolonged slowdown in the Chinese economy may affect potential clients’ confidence in the capital market as a whole and have a negative impact on our business as a whole, the demand for our printing services, the level of our business activities and consequently our revenue derived therefrom. This may materially and adversely affect our financial condition and the results of operations.

We face intense competition, and if we do not compete effectively, our results of operations and business prospects may be adversely affected.

We primarily compete in the integrated financial printer market in Hong Kong, which is highly competitive. There are limited number of companies listed on the Stock Exchange and the number of active IPO applications for listing on the Stock Exchange had witnessed a significant decrease from 146 as of December 31, 20211 to 90 as at December 30, 20222 to 87 as at May 31, 20233, we, therefore, face fierce competition from other financial printers in Hong Kong whose target customers, like us, are also listed companies on the Stock Exchange and IPO applicants.

____________

1        Report on Initial Public Offering Applications, Delisting and Suspensions (As at 31 December 2021), https://www.hkex.com.hk/News/Market-Communications/2021/211231news?sc_lang=en

2        Report on Initial Public Offering Applications, Delisting and Suspensions (As at 30 December 2022), https://www.hkex.com.hk/News/Market-Communications/2022/221230news?sc_lang=en

3        Report on Initial Public Offering Applications, Delisting and Suspensions (As at 31 May 2023), https://www.hkex.com.hk/News/Market-Communications/2023/230531news?sc_lang=en

New competitors that seek to enter our target market or existing market participants that seek to increase their market share sometimes adopt a competitive pricing strategy and provide its customers with pricing or other terms prevalent in that market, which could adversely affect our market share.

We cannot assure you that we will be able to continue to compete successfully in our existing markets. A number of factors, including an increase in operational efficiency, adoption of competitive pricing strategies, expansion of operations or adoption of innovative marketing strategies of our competitors, may reduce our competitiveness in the market. Our Directors therefore consider that given the price competition in relation to our business is keen, we may have to adjust our price downward to remain competitive in the market, thereby materially and adversely affecting our profitability.

Furthermore, to the extent that our Operating Subsidiary’s competitors are able to offer more attractive terms to its customers, its existing business relationships may be terminated. If our Operating Subsidiary is unable to compete with such competitors, the demand for its services could stagnate or substantially decline, as a result, we could experience reduced revenues, which could harm our business and results of operations.

We and our Operating Subsidiary are susceptible to regulatory changes affecting the needs of our customers.

The majority of our customers are companies either listed on the Stock Exchange or IPO applicants. We provide services to support their compliance with obligations under the relevant laws and Listing Rules to publish, amongst other documents, results announcements and financial reports; corporate announcements and shareholder circulars; IPO prospectuses; and debt offering circulars. As such, we are susceptible to any regulatory changes to such obligations. In particular, any relaxation of such obligations may reduce demand for our services. Regulatory changes are beyond our control and may significantly affect our business, operating results and growth prospects.

There may be changes that may result in the reduction in market demand for printed documents or financial printing services such as (i) relaxations on rules requiring the publication of shareholder circulars; (ii) changes in legal requirements for distribution of summary financial reports instead of full annual reports; (iii) distribution of financial reports by electronic means instead of printed copies; (iv) dissemination of corporate information to shareholders of listed companies using electronic means and in electronic format or via the Exchange’s Website instead of printed form or publishing paid announcements in newspapers; and (v) the use of Mixed Media Offers in a public offer without being accompanied by printed listing documents. Such changes are beyond our control and any further amendments to the existing laws and regulations governing companies listed on the Stock Exchange, if introduced, on the methods of disseminating corporate information to the public, may affect the demand of printed documents, and hence, may significantly affect our business and prospects in the future. For instance, the Stock Exchange has implemented a number of paperless initiatives, for instance, with effect on July 5, 2021, all listing documents are to be published solely in an online electronic form, specifically on the Stock Exchange’s website and on the IPO issuers’ own website and all subscriptions to be made through online electronic channels only. As such, printed copies of prospectuses are not required for distribution to investors and our revenue to be generated from printing of prospectuses have been and would be largely reduced.

Our business is susceptible to the risks in capital market, particularly, the IPO market in Hong Kong.

Our business and operations are based in Hong Kong, and the nature of our business is provision of services to companies listed on the Stock Exchange and IPO applicants seeking to list thereon. Therefore, our business is dependent on, among others, positive environment of the Hong Kong stock market and capital market as a whole, which are directly affected by, among others, the global and local political and economic environments. In particular, any prolonged period of bearish market conditions may deter applications for listing on the Stock Exchange and/or corporate activity, which could in turn diminish demand for our services. Accordingly, our business, operating results and growth prospects may be adversely affected. According to the data compiled by Bloomberg, the total volume raised in Hong Kong IPO market in the first half of 2022 was US$2.7 billion from 27 deals, a 91.3% drop from the same period last year when the total volume was at US$31 billion in the midst of COVID-19 pandemic. Volumes in the second quarter of 2022 was particularly low, with only US$0.8 billion in offerings, the lowest amount for a quarter for the last decade.

Moreover, the PRC government’s pursuit of “Covid-Zero” policy and the stringent China-Hong Kong’s cross-border policies had also deterred Chinese corporations’ plans to apply for listing in Hong Kong in FY2022. Though these measures had been relaxed, the China-Hong Kong border has fully reopened in February 2022 and the Hong Kong government has gradually abolished its entry restrictions and COVID-19 control measures since November 2022, we believe it still takes time for corporations in the PRC or Hong Kong to resume their plans for IPO in the coming future.

The volatility of global stock market may adversely affect or delay our potential customers’ plans to commence their IPO and/or other fund raising and corporate activities. As such, our revenue and profitability may fluctuate and there is no assurance that we will be able to maintain our historical financial performance in times of difficult or unstable economic conditions. Historical levels of our profit should not be relied on as an indication of our future financial performance.

Moreover, we have no business presence in overseas jurisdictions and in the event of any material deterioration in the economic, political and regulatory environment in Hong Kong, may have difficulty in relocating our entire business operations to other geographic markets. There is no assurance that we will be able to maintain our historical financial performance amidst such difficult or unstable conditions. As such, historical levels of profit of our Group should not be relied on as an indication of our future financial performance.

Unforeseen circumstances may adversely affect our and our Operating Subsidiary’s business operations.

As our business and operations are based in Hong Kong, we may be susceptible to any natural disasters or unforeseen circumstances that may adversely affect the ordinary business operations for an extended period of time, such as outbreaks of diseases, tropical cyclone warning signal No. 8 or above, ‘‘Black’’ rainstorm warning, floods and protests that affect access to our office. Moreover, besides COVID-19, our business could also be adversely affected by Ebola virus disease, Zika virus disease, H1N1 flu, H7N9 flu, avian flu, SARS or other epidemics. Furthermore, black swan events such as Black Monday and acts of terrorism may cause severe adverse effect on the stock market which in turn affects the business as well as our financial performance.

A sustained outbreak of pandemic such as COVID-19 and the measures taken in response thereto could have a material adverse impact on our business, operating results and financial condition.

An outbreak and prevalence of pandemic such as COVID-19 would adversely impact economic activities and conditions worldwide and led to significant volatility and disruption to financial markets. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, which had spread throughout the world and had resulted in the implementation of stringent governmental measures, including lockdowns, closures, quarantines, and travel bans or restrictions, temporary closure of businesses, intended to control the spread of the virus by different countries.

During the COVID-19 pandemic, companies worldwide, including us and all our subsidiaries, were forced to drastically change the way we operated, such as implementing temporary adjustments to work schedules and travel plans, and mandating employees to work remotely. As a result, we experienced lower efficiency and productivity, internally and externally, which adversely affected our service delivery and quality. Government’s anti-pandemic measures such as, among others, reducing the entry of people into Hong Kong and quarantining people arrived in Hong Kong, and the prolonged IPO vetting and application process in Hong Kong as a result of anti-pandemic measures have also deterred corporations in Mainland China and other parts of the world from travelling to Hong Kong to explore or execute their plans for listing on the Stock Exchange. The number of IPOs in Hong Kong and other mergers and acquisitions, or fundraising activities in the financial market in Hong Kong, had reduced during the prevalence of COVID-19.

Notwithstanding the above, most countries around the globe have abolished the measures to contain COVID-19 pandemic and returned to their “normal” state as of the date of this prospectus. In particular, the China-Hong Kong border has fully reopened in February 2023, and the Hong Kong government has lifted the mask mandate arrangement and all social distancing measures with effective from March 1, 2023. We believe that some potential customers and listed companies have resumed their IPO plans and mergers and acquisitions or fund-raising activities respectively and the demand for our financial printing services will likely continue to increase. Nevertheless, the prevalence of COVID-19 had led to fluctuations in our revenue and profitability during the period and any disease outbreak that impacts the regions where we operate may cause similar effects, which may have a material adverse impact on our business, operating results and financial condition.

Though the impact of outbreaks of pandemic such as COVID-19 is temporary and not permanent, the frequent outbreak of different kinds of epidemics and pandemics including the new or more severe strains of the virus and their variants are highly uncertain and unpredictable, and the resultant anti-pandemic measures would inevitably result in slowdown of economic activities and volatility of stock markets in both Hong Kong and worldwide which, in totality, may adversely affect or delay our potential customers’ plans to commence their IPO and/or other fund raising and corporate activities. As such, our revenue and profitability may fluctuate and there is no assurance that we will be able to maintain our historical financial performance in times of difficult or unstable economic conditions. Historical levels of our profit should not be relied on as an indication of our future financial performance.

Our costs and expenses may remain constant or increase even if our revenues decline.

A significant portion of our operating costs, including salary and rent, is fixed. Accordingly, a decrease in our revenues could result in a disproportionately higher decrease in our earnings because our operating costs and expenses may not decrease proportionately. In addition, our staff costs and rent may increase over time. However, we cannot assure you that we have the ability to pass increased costs on to our customers through service fee increases as it depends on a variety of factors beyond our control such as the global economic environment and stock market conditions. Therefore, our costs and expenses may remain constant or increase even if our revenues decline, which would adversely affect our net margins and results of operations.

Risk Related to Our Corporate Structure

We rely on dividends and other distributions on equity paid by our Operating Subsidiary in Hong Kong to fund any cash and financing requirements we may have, and any limitation on the ability of our Operating Subsidiary to make payments to us outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our or our Operating Subsidiary’s ability by the PRC government to transfer cash in the future could have a material adverse effect on our ability to conduct business and might materially decrease the value of our Class A Ordinary Shares or cause them to be worthless.

We are a holding company incorporated in the BVI, and we rely on dividends and other distributions on equity from our Operating Subsidiary in Hong Kong for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and to service any debt we may incur. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.

Subject to the BVI Act and our Amended and Restated Memorandum and Articles of Association, our Board of Directors may, by resolutions of directors, declare and pay a dividend to shareholders from time to time and of an amount they think fit if they are satisfied, on reasonable grounds, that, immediately after the distribution, the value of our assets will exceed our liabilities, and that we shall be able to pay our debts as they fall due in the ordinary course of business.

Under Hong Kong law, dividends could only be paid out of distributable profits (that is, accumulated realized profits less accumulated realized loss) or other distributable reserves. Dividends cannot be paid out of share capital. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid to us. The PRC laws and regulations do not currently have any material impact on transfers of cash from our Operating Subsidiary to our holding company, our shareholders and U.S. investors. However, the PRC government may, in the future, impose restrictions or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from the other entities within our organization, or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may adversely limit our ability to grow and may affect our ability to receive funds from our operating subsidiary in Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measured could materially decrease the value of our Class A Ordinary Shares, potentially rendering them worthless. See “Regulations — Hong Kong Regulations”.

Cre8 China, our subsidiary in Mainland China, is subject to restrictions on paying dividends or making other payments to us or our Operating Subsidiary.

Currently and in the foreseeable future, Cre8 China solely serves and will continue to solely serve for our marketing and customer support purposes, and does not and will not have substantial operations nor generate any revenue at all. However, if Cre8 China engages in any revenue generating activities in the future, the PRC regulations permit our Cre8 China to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, Cre8 China is required to set aside at least 10% of its accumulated profits each year, if any, to fund certain reserve funds until the total amount set aside reaches

50% of its registered capital. Cre8 China, our Mainland China subsidiary, may also, at the respective subsidiary’s discretion, allocate a portion of its after-tax profits based on its articles of association and PRC accounting standards to certain reserve funds. These reserves are not distributable as cash dividends. Furthermore, if Cre8 China incurs debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Any limitation on the ability of our Mainland China subsidiary to distribute dividends or to make payments to us may restrict our ability to satisfy our future liquidity requirements.

In addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends payable by PRC companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises are incorporated.

If Cre8 China would have engaged in any revenue generating activities in the future, and if we or our subsidiaries are deemed by the PRC tax authorities as a PRC tax resident enterprise for tax purposes, any dividends we pay to our non-PRC resident shareholders may be regarded as China-sourced income and as a result, may be subject to PRC withholding tax at a rate of up to 10.0%. Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be reduced to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC entity. However, the 5% withholding tax rate does not automatically apply and certain requirements must be satisfied, including, without limitation, that (a) the Hong Kong entity must be the beneficial owner of the relevant dividends; and (b) the Hong Kong entity must directly hold no less than 25% share ownership in the PRC entity during the 12 consecutive months preceding its receipt of the dividends. In practice, a Hong Kong entity must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot be certain that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to any dividends to be paid by Cre8 China to our Operating Subsidiary, Cre8 Hong Kong. Moreover, Cre8 Hong Kong may be subject to additional restrictions and government regulations if the Chinese government were to impose new laws and regulations or exert more control over our Hong Kong’s business activities.

PRC regulation on loans to, and direct investment in, PRC entities by offshore holding companies and governmental control in currency conversion may delay or prevent us from making loans to or making additional capital contributions to our Cre8 China, our Mainland China subsidiary.

Any funds we transfer to Cre8 China, our Mainland China subsidiary, either as a shareholder loan or as an increase in registered capital, are subject to approval by or registration with relevant governmental authorities in China. According to the relevant PRC regulations on foreign invested enterprises in China, capital contributions to Cre8 China are subject to the registration with the State Administration for Market Regulation or its local counterpart and registration with a local bank authorized by the SAFE. In addition, (i) any foreign loan procured by Cre8 China is required to be registered with the SAFE or its local branches and (ii) any of Cre8 China may not procure loans which exceed the difference between its total investment amount and registered capital or, as an alternative, only procure loans subject to the calculation approach and limitation as provided by the People’s Bank of China. Additionally, any medium or long-term loans to be provided by us to Cre8 China must be registered with the National Development and Reform Commission and SAFE or its local branches. We may not be able to obtain these government approvals or complete such registrations in a timely manner, or at all, with respect to future capital contributions or loans by us to Cre8 China. Moreover, Cre8 China may be subject to additional restrictions and government regulations if the Chinese government were to impose new laws and regulations or exert more control over Hong Kong’s business activities. If we fail to receive such approvals or complete such registration or filing, our ability to use the proceeds of future offerings to capitalize our PRC operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business.

SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises, or SAFE Circular 19, effective on June 1, 2015 and was amended on December 30, 2019, in replacement of the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the Administration of Foreign Exchange Businesses, and the Circular on Further Clarification and Regulation of the Issues Concerning the Administration of Certain Capital Account Foreign

Exchange Businesses. According to SAFE Circular 19, the flow and use of the RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of bank loans that have been transferred to a third party. Although SAFE Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested enterprise to be used for equity investments within the PRC, it also reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. Thus, it is unclear whether the SAFE will permit such capital to be used for equity investments in the PRC in actual practice. The SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or SAFE Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in SAFE Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to grant loans to non-associated enterprises. Violations of SAFE Circular 19 and SAFE Circular 16 could result in administrative penalties. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to transfer any foreign currency it holds, including the net proceeds from the offering to Cre8 China, which may adversely affect our liquidity and our ability to fund and expand our business in the PRC. On October 23, 2019, SAFE issued the Notice of the State Administration of Foreign Exchange on Further Facilitating Cross-border Trade and Investment, or “SAFE Circular 28,” which, among other things, expanded the use of foreign exchange capital to domestic equity investment area. Non-investment foreign-funded enterprises are allowed to lawfully make domestic equity investments by using their capital if (i) such investments do not violate the current Negative List and (ii) the domestic investment projects are authentic and are in compliance with relevant regulations. However, since SAFE Circular 28 is newly promulgated, it is unclear how SAFE and competent banks will carry it out in practice.

In light of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans or future capital contributions by us to Cre8 China. If we fail to complete such registrations or obtain such approvals, our ability to capitalize or otherwise fund our PRC subsidiary may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

The laws of BVI provide limited protections for minority shareholders, so minority shareholders will not have the same options as to recourse in comparison to the U.S. if the shareholders are dissatisfied with the conduct of our affairs.

Under the laws of the BVI, the rights of minority shareholders are protected by provisions of the BVI Act dealing with shareholder remedies and other remedies available under common law (in tort or contractual remedies). The principal protection under statutory law is that shareholders may bring an action to enforce the constitutional documents of the company (i.e. the memorandum and articles of association) as shareholders are entitled to have the affairs of the company conducted in accordance with the BVI Act and the memorandum and articles of association of the company. A shareholder may also bring an action under statute if he feels that the affairs of the company have been or will be carried out in a manner that is unfairly prejudicial or discriminating or oppressive to him. The BVI Act also provides for certain other protections for minority shareholders, including in respect of investigation of the company and inspection of the company books and records. There are also common law rights for the protection of shareholders that may be invoked, largely dependent on English common law, since the common law of the BVI for business companies is limited.

As the rights of shareholders under BVI law differ from those under U.S. law, you may have fewer protections as a shareholder.

Our corporate affairs are governed by our Amended and Restated Memorandum and Articles of Association, the BVI Act and the common law of the BVI. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under BVI law are governed by the BVI Act and the common law of the BVI. The common law of the BVI is derived in part from comparatively limited judicial precedent in the BVI as well as from the common law of England and the wider Commonwealth, which has persuasive, but not binding, authority on a court in the BVI. The rights of our shareholders and the fiduciary responsibilities of our directors under BVI law may not be as clearly established as they would be under statutes or judicial precedent in

some jurisdictions in the United States. In particular, the BVI has a less developed body of securities laws as compared to the United States, and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law.

Shareholders of BVI companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. Shareholders of a BVI company could, however, bring a derivative action in the BVI courts, and there is a clear statutory right to commence such derivative claims under Section 184C of the BVI Act. The circumstances in which any such action may be brought, and the procedures and defenses that may be available in respect to any such action, may result in the rights of shareholders of a BVI company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred. The BVI courts are also unlikely to recognize or enforce against us judgments of courts in the United States based on certain liability provisions of U.S. securities law; and to impose liabilities against us, in original actions brought in the BVI, based on certain liability provisions of U.S. securities laws that are penal in nature. There is no statutory recognition in the BVI of judgments obtained in the United States, although the courts of the BVI will generally recognize and enforce the non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. The BVI Act offers some limited protection of minority shareholders. The principal protection under statutory law is that shareholders may apply to the BVI court for an order directing the company or its director(s) to comply with, or restraining the company or a director from engaging in conduct that contravenes, the BVI Act. Under the BVI Act, the minority shareholders have a statutory right to bring a derivative action in the name of and on behalf of the company in circumstances where a company has a cause of action against its directors. This remedy is available at the discretion of the BVI court. A shareholder may also bring an action against the company for breach of duty owed to him as a shareholder. A shareholder who considers that the affairs of the company have been, are being or likely to be, conducted in a manner that is, or any act or acts of the company have been, or are, likely to be oppressive, unfairly discriminatory, or unfairly prejudicial to him in that capacity, may apply to the BVI court for an order to remedy the situation.

There are common law rights for the protection of shareholders that may be invoked, largely dependent on English common law. Under the general rule pursuant to English common law known as the rule in Foss v. Harbottle, a court will generally refuse to interfere with the management of a company at the insistence of a minority of its shareholders who express dissatisfaction with the conduct of the company’s affairs by the majority or the Board of Directors. However, every shareholder is entitled to have the affairs of the company conducted properly according to BVI law and the constituent documents of the company. As such, if those who control the company have persistently disregarded the requirements of company law, then the courts may grant relief. Generally, the areas in which the courts will intervene are the following: (1) an act complained of which is outside the scope of the authorized business or is illegal or not capable of ratification by the majority; (2) acts that constitute fraud on the minority where the wrongdoers control the company; (3) acts that infringe or are about to infringe on the personal rights of the shareholders, such as the right to vote; and (4) where the company has not complied with provisions requiring approval of a special or extraordinary majority of shareholders. This means that even if shareholders were to sue us successfully, they may not be able to recover anything to make up for the losses suffered.

Under the laws of the BVI, the rights of minority shareholders are protected by provisions of the BVI Act dealing with shareholder remedies and other remedies available under common law (in tort or contractual remedies). The principal protection under statutory law is that shareholders may bring an action to enforce the constitutional documents of the company (i.e. the memorandum and articles of association) as shareholders are entitled to have the affairs of the company conducted in accordance with the BVI Act and the memorandum and articles of association of the company. A shareholder may also bring an action under statute if he feels that the affairs of the company have been or will be carried out in a manner that is unfairly prejudicial or discriminating or oppressive to him. The BVI Act also provides for certain other protections for minority shareholders, including in respect of investigation of the company and inspection of the company books and records. There are also common law rights for the protection of shareholders that may be invoked, largely dependent on English common law, since the common law of the BVI for business companies is limited.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of our Board of Directors, or our Controlling Shareholder than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the BVI Act and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Share Capital — Differences in Corporate Law”.

Investors may have difficulty in effecting service of legal process, enforcing judgments against us, our directors and management. Investors may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in BVI or Hong Kong against us or our management named in the prospectus based on BVI or Hong Kong laws.

We are incorporated under the laws of the BVI. We conduct our operations outside the United States and substantially all of our assets are located outside the United States. In addition, all our directors and executive officers are Hong Kong residents or based in Hong Kong and their assets are substantially located in Hong Kong and outside the United States. As a result, it may be difficult or impossible to effect service of process within the U.S. upon these persons, or to recover against us or them on judgments of U.S. courts, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. Even if you are successful in bringing an action of this kind, the laws of the BVI or Hong Kong could render you unable to enforce a judgment against our assets or the assets of our directors and officers.

There is uncertainty as to whether the courts of the BVI would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the U.S. or any state in the U.S. or (ii) entertain original actions brought in the BVI against us or our directors or officers predicated upon the securities laws of the U.S. or any state in the U.S.

The U.S. and the BVI do not have a treaty providing for reciprocal recognition and enforcement of judgments of courts of the U.S. in civil and commercial matters and that a final judgment for the payment of money rendered by any general or state court in the U.S. based on civil liability, whether or not predicated solely upon the U.S. federal securities laws would not be enforceable in the BVI. A final and conclusive judgment obtained in U.S. federal or state courts under which a sum of money is payable as compensatory damages (i.e., not being a sum claimed by a revenue authority for taxes or other charges of a similar nature by a governmental authority, or in respect of a fine or penalty or multiple or punitive damages) may be the subject of an action on a debt in the court of the BVI under the common law doctrine of obligation.

In addition, you may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in the prospectus, as judgments entered in the United States can be enforced in Hong Kong only at common law. There is also uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce judgments of the U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the U.S. or any state in the U.S. or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the U.S. or any state in the U.S.

A judgment of a court in the U.S. predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the foreign judgment, provided that the foreign judgment, among other things, is (i) for a debt or a definite sum of money (not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty) and (ii) final and conclusive on the merits of the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud; (b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement or recognition would be contrary to the public policy of Hong Kong; (d) the court of the U.S. was not jurisdictionally competent; or (e) the judgment was in conflict with a prior Hong Kong judgment.

Hong Kong has no arrangement for the reciprocal enforcement of judgments with the U.S. As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of the U.S. courts of civil liabilities predicated solely upon the federal securities laws of the U.S. or the securities laws of any State or territory within the U.S. You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in the prospectus, as judgments entered in the U.S. can be enforced in Hong Kong only at common law. For more information regarding the relevant laws of the BVI and Hong Kong, see “Enforcement of Civil Liabilities.”

As a company incorporated in the BVI, we are permitted to adopt certain BVI’ practices in relation to corporate governance matters that differ significantly from the Nasdaq Capital Market listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq Capital Market listing standards.

As a BVI company to be listed on the Nasdaq Capital Market, we are subject to the Nasdaq Capital Market listing standards. However, the Nasdaq Capital Market rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the BVI, which is our home country, may differ significantly from the Nasdaq Capital Market listing standards. Currently, we do not plan to rely on home country practices with respect to our corporate governance after we complete this Offering. However, if we choose to follow home country practices in the future, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq Capital Market listing standards applicable to U.S. domestic issuers.

Risks Related to our Class A Ordinary Shares and this Offering

Our Class A Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors. The delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law on December 29, 2022, amending the HFCAA to require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.

The Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020. The HFCAA states if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit our shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements described above. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which was signed into law on December 29, 2022, amending the HFCAA and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. On December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (i) China, and (ii) Hong Kong.

On August 26, 2022, the PCAOB announced and signed a Statement of Protocol (the “Protocol”) with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China. The Protocol provides the PCAOB with: (1) sole discretion to select the firms, audit engagements and potential violations it inspects and investigates, without any involvement of Chinese authorities; (2) procedures for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed; (3) direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates.

On December 15, 2022, the PCAOB issued a new Determination Report which: (1) vacated the December 16, 2021 Determination Report; and (2) concluded that the PCAOB has been able to conduct inspections and investigations completely in the PRC in 2022. The December 15, 2022 Determination Report cautions, however, that authorities in

the PRC might take positions at any time that would prevent the PCAOB from continuing to inspect or investigate completely. As required by the HFCAA, if in the future the PCAOB determines it no longer can inspect or investigate completely because of a position taken by an authority in the PRC, the PCAOB will act expeditiously to consider whether it should issue a new determination.

Our auditor, WWC, P.C., the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as a firm headquartered in California and registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards with the last inspection in November 2021, and as of the date of this prospectus, our auditor is not subject to and not affected by to the PCAOB’s December 2021 Determination Report. However, in the event it is later determined that the PCAOB is unable to inspect or investigate completely the auditor because of a position taken by an authority in a foreign jurisdiction, such as the PRC authorities, then such lack of inspection could cause trading in the Company’s securities to be prohibited under the HFCAA, and ultimately result in a determination by a securities exchange to delist the Company’s securities.

The SEC may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection. For example, on August 6, 2020, the President’s Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors from Significant Risks from Chinese Companies to the then President of the United States. This report recommended the SEC implement five recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfil its statutory mandate. Some of the concepts of these recommendations were implemented with the enactment of the HFCA Act. However, some of the recommendations were more stringent than the HFCA Act. For example, if a company’s auditor was not subject to PCAOB inspection, the report recommended that the transition period before a company would be delisted would end on January 1, 2022.

The SEC has announced that the SEC staff is preparing a consolidated proposal for the rules regarding the implementation of the HFCA Act and to address the recommendations in the PWG report. It is unclear when the SEC will complete its rulemaking and when such rules will become effective and what, if any, of the PWG recommendations will be adopted. The implications of this possible regulation in addition to the requirements of the HFCA Act are uncertain. Such uncertainty could cause the market price of our Class A Ordinary Shares to be materially and adversely affected, and our securities could be delisted or prohibited from being traded on the national securities exchange earlier than would be required by the HFCA Act. If our Class A Ordinary Shares are unable to be listed on another securities exchange by then, such a delisting would substantially impair your ability to sell or purchase our Class A Ordinary Shares when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our Class A Ordinary Shares.

The dual-class structure of our Ordinary Shares will have the effect of concentrating voting control with our Controlling Shareholder, Cre8 Investments Limited, which will hold in the aggregate 87.87% of the voting power of our voting shares following the completion of this Offering, preventing you and other shareholders from influencing significant decisions, including the election of directors, amendments to our organizational documents and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring shareholder approval.

Our authorized and issued Ordinary Shares are divided into Class A Ordinary Shares and Class B Ordinary Shares.

As of the date of this prospectus, the Company is authorized by its Amended and Restated Memorandum and Articles of Association to allot a maximum of (i) 324,000,000 Class A Ordinary Shares of no par value and (ii) 36,000,000 Class B Ordinary Shares of no par value. As of the date of this prospectus, there are currently 18,000,000 Class A Ordinary Shares and 4,500,000 Class B Ordinary Shares issued and outstanding. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all matters submitted to a vote by the shareholders. Each Class A Ordinary Share has one (1) vote and each Class B Ordinary Share has twenty (20) votes. The Class B Ordinary Shares are convertible into Class A Ordinary Shares, in whole or in part, at any time and from time to time at the option of the holder, on the basis of one Class A Ordinary Share for each Class B Ordinary Share. The holder of Class B Ordinary Shares would have, upon conversion of its Class B Ordinary Shares into Class A Ordinary Shares, one vote per Class A Ordinary Share held on all matters submitted to a vote of our shareholders. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.

The Class B Ordinary Shares outstanding are beneficially owned by Mr. Xian Hong Jordan LEE, Mr. Seng Jin LEE and Mr. Kit Ying SHAM, through Cre8 Investments Limited, representing 89.3% of the aggregate voting power of our currently outstanding Ordinary Shares as of the date hereof. Upon the completion of this Offering, Mr. Xian Hong Jordan LEE, Mr. Seng Jin LEE, and Mr. Kit Ying SHAM, through Cre8 Investments Limited, will hold 87.87% of the aggregate voting power, assuming that the underwriters do not exercise its over-allotment option. Because of the one-to-twenty voting ratio between our Class A and Class B Ordinary Shares, Mr. Xian Hong Jordan LEE, Mr. Seng Jin LEE, and Mr. Kit Ying SHAM, through Cre8 Investments Limited, will continue to control a majority of the combined voting power of our Ordinary Shares and therefore be able to control all matters submitted to our shareholders for approval so long as the Class B Ordinary Shares represent at least 51% of the voting power of all outstanding Ordinary Shares. This concentrated control will limit the ability of holders of Class A Ordinary Shares to influence corporate matters for the foreseeable future. Furthermore, should the Company decide to issue additional Class A Ordinary Shares in the future, the one-to-twenty voting ratio between the two classes of our ordinary shares will result in further dilutive effect on the holders of Class A Ordinary Shares.

As a result, for so long as Cre8 Investments Limited owns a controlling or significant voting interest in our Ordinary Shares, it generally will be able to control or significantly influence, directly or indirectly and subject to applicable law, all matters affecting us, including:

•        the election of directors;

•        determinations with respect to our business direction and policies, including the appointment and removal of directors;

•        determinations with respect to corporate transactions, such as mergers, business combinations, change in control transactions or the acquisition or the disposition of assets;

•        our financing and dividend policy;

•        determinations with respect to our tax returns; and

•        compensation and benefits programs and other human resources policy decisions.

Even if Cre8 Investments Limited were to dispose of certain of its shares of our Class B Ordinary Shares such that it would control less than a majority of the voting power of our outstanding Ordinary Shares, it may be able to influence the outcome of corporate actions so long as it retains Class B Ordinary Shares. During the period of Cre8 Investments Limited’s controlling or significant ownership of our Ordinary Shares, investors in this Offering may not be able to affect the outcome of such corporate actions.

Cre8 Investments Limited may have interests that differ from yours and may vote in a way with which you disagree, and which may be adverse to your interests. Corporate action might be taken even if other shareholders, including those who purchase shares in this Offering, oppose them. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control or other liquidity event of our Company, could deprive our shareholders of an opportunity to receive a premium for their shares of Class B Ordinary Shares as part of a sale or other liquidity event and might ultimately affect the market price of our Class A Ordinary Shares.

Furthermore, we cannot predict whether our dual-class structure will result in a lower or more volatile market price of our Class A Ordinary Shares or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indices. In July 2017, FTSE Russell and S&P Dow Jones announced that they would cease to allow most newly public companies utilizing dual-class capital structures to be included in their indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Beginning in 2017, MSCI, a leading stock index provider, opened public consultations on their treatment of dual-class structures and temporarily barred new dual-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under the announced policies, our dual-class capital structure makes us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices are not expected to invest in our Class A Ordinary Shares. These policies are still fairly new and it is as of yet unclear what effect, if any, they will have

on the valuations of publicly traded companies excluded from the indices, but it is possible that they may depress these valuations compared to those of other similar companies that are included. Because of our multi-class structure, we will likely be excluded from certain of these indices and we cannot assure you that other stock indices will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from stock indices would likely preclude investment by many of these funds and could make our Class A Ordinary Shares less attractive to other investors. As a result, the market price of our Class A Ordinary Shares could be adversely affected.

As a “controlled company” under the rules of the Nasdaq Stock Market LLC, we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public shareholders.

Our directors and officers beneficially own a majority of the voting power of our outstanding Ordinary Shares. Under the Rule 4350(c) of the Nasdaq Stock Market LLC, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of our directors be independent, as defined in the rules of the Nasdaq Stock Market LLC, and the requirement that our compensation and nominating committees consist entirely of independent directors. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future. If we elect to rely on the “controlled company” exemption, a majority of the members of our Board of Directors might not be independent directors and our nominating and compensation committees might not consist entirely of independent directors. Accordingly, during any time while we remain a controlled company relying on the exemption and during any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq Capital Market corporate governance requirements. Our status as a controlled company could cause our Class A Ordinary Shares to look less attractive to certain investors or otherwise harm our trading price.

There has been no public market for our Ordinary Shares, including our Class A Ordinary Shares, prior to this Offering, and you may not be able to resell our Class A Ordinary Shares at or above the price you paid, or at all.

Prior to this Offering, there has been no public market for our Class A Ordinary Shares. Although we have applied to have our Class A Ordinary Shares listed on the Nasdaq Capital Market, we cannot assure you that a liquid public market for our Class A Ordinary Shares will develop. If an active public market for our Class A Ordinary Shares does not develop following the completion of this Offering, the market price of our Class A Ordinary Shares may decline and the liquidity of our Class A Ordinary Shares may decrease significantly.

The initial public offering price for our Class A Ordinary Shares will be determined by negotiation between us, the Seller Shareholder and the Underwriters and may vary from the market price of our Class A Ordinary Shares following our initial public offering. We cannot assure you that the price at which the Class A Ordinary Shares are traded after this Offering will not decline below the initial public offering price. If you purchase our Class A Ordinary Shares in our initial public offering, you may not be able to resell those shares at or above the initial public offering price. We cannot assure you that the initial public offering price of our Class A Ordinary Shares, or the market price following our initial public offering, will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time to time prior to our initial public offering. As a result, investors in our Class A Ordinary Shares may experience a significant decrease in the value of their Class A Ordinary Shares due to insufficient or a lack of market liquidity of our Class A Ordinary Shares.

We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Share, and could result in substantial losses to you.

The market price of our Class A Ordinary Shares is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen due to broad market and industry factors, such as performance and fluctuation in the market prices or underperformance or deteriorating financial results of other listed companies based in Hong Kong and Mainland China. The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading price of their securities. The trading performances of other Hong Kong and Chinese companies’ securities after their offerings may affect the attitudes of investors towards Hong Kong-based, U.S.-listed companies, which consequently may affect the trading performance

of our Class A Ordinary Shares, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or matters of other Hong Kong and Chinese companies may also negatively affect the attitudes of investors towards Hong Kong and Chinese companies in general, including us, regardless of whether we have conducted any inappropriate activities. Furthermore, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, which may have a material and adverse effect on the trading price of our Class A Ordinary Shares. The market price for our Class A Ordinary Shares may be volatile and subject to wide fluctuations due to factors, such as:

•        the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

•        actual or anticipated fluctuations in our operating results;

•        changes in financial estimates by securities research analysts;

•        negative publicity, studies or reports about us, our services, our officers, directors, Controlling Shareholder, other beneficial owners, our business partners, or our industry;

•        our capability to catch up with the technology innovations in the industry, and maintain such technological innovations, once attained;

•        announcements by us or our competitors of acquisitions, strategic partnerships, joint ventures or capital commitments;

•        additions or departures of key personnel;

•        fluctuations of exchange rates between Hong Kong dollar, Renminbi, and the U.S. dollar;

•        litigation or regulatory proceedings involving us, our directors, officers or Controlling Shareholders;

•        realization of any of the other risk factors presented in this prospectus;

•        changes in investors’ perception of our company and the investment environment promptly;

•        market reaction to the COVID-19 pandemic and its variants;

•        the general market reactions and financial market fluctuation due to the continuous Russo-Ukraine conflicts;

•        changes in the economic performance or market valuations of other financial printing firms;

•        economic, social and political conditions in Hong Kong and Mainland China;

•        the liquidity of the market for our Class A Ordinary Shares;

•        release or expiry of lock-up or other transfer restrictions on our outstanding Class A Ordinary Shares;

•        sales and perceived potential sales of additional Class A Ordinary Shares.

Any of these factors may result in large and sudden changes in the volume and price at which our Class A Ordinary Shares will trade.

Recently, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number of recent initial public offerings, especially among companies with relatively smaller public floats. As a relatively small-capitalization company with relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our Class A Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

In addition, if the trading volumes of our Class A Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Class A Ordinary Shares. This low volume of trades could also cause the price of our Class A Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Class A Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Class A Ordinary Shares. A decline in the market price of our Class A Ordinary Shares also could adversely affect our ability to issue additional shares of Class A Ordinary Shares or other securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Class A Ordinary Shares will develop or be sustained. If an active market does not develop, holders of our Class A Ordinary Shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

Our Class A Ordinary Shares may be thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Assuming our Class A Ordinary Shares begin trading on the Nasdaq Capital Market, our Class A Ordinary Shares may be “thinly-traded”, meaning that the number of persons interested in purchasing our Class A Ordinary Shares at or near bid prices at any given time may be relatively small or non-existent. This situation may be attributable to a number of factors, including the fact that we are relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we come to the attention of such persons, they tend to be risk-averse and might be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. A broad or active public trading market for our Class A Ordinary Shares may not develop or be sustained.

If we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq Capital Market, although we are exempt from certain corporate governance standards applicable to US issuers as a Foreign Private Issuer, our Class A Ordinary Shares may not be listed or may be delisted, which could negatively impact the price of our Class A Ordinary Shares and your ability to sell them.

We will seek to have our Class A Ordinary Shares approved for listing on the Nasdaq Capital Market upon consummation of this Offering. We cannot assure you that we will be able to meet those initial listing requirements at that time. Even if our Class A Ordinary Shares are listed on the Nasdaq Capital Market, we cannot assure you that our Class A Ordinary Shares will continue to be listed on the Nasdaq Capital Market.

In addition, following this Offering, in order to maintain our listing on the Nasdaq Capital Market, we will be required to comply with certain rules of Nasdaq Capital Market, including those regarding minimum shareholders’ equity, minimum share price and certain corporate governance requirements. Even if we initially meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our Class A Ordinary Shares could be subject to delisting.

If the Nasdaq Capital Market delists our Class A Ordinary Shares from trading, we could face significant consequences, including:

•        a limited availability for market quotations for our Class A Ordinary Shares;

•        reduced liquidity with respect to our Class A Ordinary Shares;

•        a determination that our Class A Ordinary Share is a “penny stock” which will require brokers trading in our Class A Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Class A Ordinary Shares;

•        limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities”. Because we expect that our shares will be listed on Nasdaq, such securities will be covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities.

Our existing shareholders that are not included in this registration statement will be able to sell their Ordinary Shares after completion of this Offering subject to restrictions under the Rule 144.

Our existing shareholders, including our Controlling Shareholder, may be able to sell their shares pursuant to Rule 144 under the Securities Act after completion of this offering and/or after expiration of their lock-up period, if applicable.

Because these shareholders have paid a lower price per Class A Ordinary Share than participants in this Offering and there is currently no established markets for the sale of the shares they own, when they are able to sell their pre-offering shares under Rule 144, they may be more willing than participants in this Offering to accept a lower sales price than the Offering price. These shareholders may sell all or a portion of their shares, from time to time, at the market price prevailing at the time of offer and sale, or at prices related to such prevailing market prices or in negotiated transactions or a combination of such methods of sale directly or through brokers. This fact could impact the trading price of our Class A Ordinary Shares following completion of the Offering, to the detriment of participants in this Offering. Under rule 144, before our existing shareholders can sell their Class A Ordinary Shares, in addition to meeting other requirements, they must meet the required holding period. As such, the trading price of our Class A Ordinary Shares may fluctuate significantly due to such sales, which are beyond our control. We do not expect any of such Class A Ordinary Shares to be sold pursuant to Rule 144 during the pendency of this Offering.

The sale or availability for sale of substantial amounts of our Class A Ordinary Shares in the public market could adversely affect the market price of our Class A Ordinary Shares.

Sales of substantial amounts of our Class A Ordinary Shares in the public market after the completion of this Offering, or the perception that these sales could occur, could adversely affect the market price of our Class A Ordinary Shares and could materially impair our ability to raise capital through equity offerings in the future.

The Class A Ordinary Shares sold in this Offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended, or the Securities Act, and shares held by our existing shareholders may also be sold in the public market in the future, subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock-up agreements. There will be 19,750,000 Class A Ordinary Shares outstanding immediately after this Offering, or 20,012,500 Ordinary Shares if the underwriters exercise their option to purchase additional Class A Ordinary Shares in full. Sales of these Class A Ordinary Shares into the market could cause the market price of our Class A Ordinary Shares to decline.

In connection with this Offering, we, our directors, officers and shareholders holding 5% or more of the issued and outstanding Class A and Class B Ordinary Shares have agreed, subject to limited exceptions, not to offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of our Ordinary Shares or are otherwise subject to similar lockup restrictions for 180 days after the date of this prospectus without the prior written consent of the representatives of the underwriters. However, the underwriters may release these securities from these restrictions at any time, subject to applicable regulations of the Financial Industry Regulatory Authority, Inc. We cannot predict what effect, if any, market sales of securities held by our significant

shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our Class A Ordinary Shares. See “Underwriting” for a more detailed description of the restrictions on selling our securities after this Offering.

Future issuances of our Class B Ordinary Shares may be dilutive to the voting power of our Class A Ordinary Shareholders.

Future issuances of our Class B Ordinary Shares, which can be approved by our Board of Directors, could result in dilution to existing holders of our Class A Ordinary Shares. Such issuances, or the perception that such issuances may occur, could depress the market price of the Class A Ordinary Shares.

In addition, there might be impact of the conversion of Class B Ordinary Shares on holders of Class A Ordinary Shares, including dilution and the reduction in aggregate voting power, as well as the potential increase in the relative voting power if any holder of the Class B Ordinary Shares retains their shares.

You will experience immediate and substantial dilution in the net tangible book value of Class A Ordinary Shares purchased.

The initial public offering price of our Class A Ordinary Shares is substantially higher than the (pro forma) net tangible book value per share of our Class A Ordinary Shares. Consequently, when you purchase our Class A Ordinary Shares in the Offering and upon completion of the Offering, you will incur immediate dilution. See “Dilution”. In addition, you may experience further dilution to the extent that additional Class A Ordinary Shares are issued upon exercise of outstanding options we may grant from time to time.

Because the amount, timing, and whether or not we distribute dividends at all is entirely at the discretion of our Board of Directors, you must rely on price appreciation of our Class A Ordinary Shares for return on your investment.

Our Board of Directors has complete discretion as to whether to distribute dividends. Subject to the BVI Act and our Amended and Restated Memorandum and Articles of Association, our Board of Directors may by resolution, authorize a distribution (which includes a dividend) by our Company to our members if our Board of Directors are satisfied, on reasonable grounds, that immediately after the distribution satisfy the solvency test, that is: (a) the company will be able to pay its debts as they fall due; and (b) the value of our assets exceeds its liabilities.

We currently intend to retain all remaining funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any further dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our Board of Directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the Board of Directors deems relevant, and will be subject to the restrictions contained in any future financing instruments.

Even if our Board of Directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our Operating Subsidiary, our financial condition, contractual restrictions and other factors deemed relevant by our Board of Directors. Accordingly, the return on your investment in our Class A Ordinary Shares will likely depend entirely upon any future price appreciation of our Class A Ordinary Shares. We cannot assure you that our Class A Ordinary Shares will appreciate in value after this Offering or even maintain the price at which you purchased the Class A Ordinary Shares. You may not realize a return on your investment in our Class A Ordinary Shares and you may even lose your entire investment in our Class A Ordinary Shares. See “Dividend Policy” section for more information.

As an “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements. Such reduced disclosure may make our Class A Ordinary Shares less attractive to investors.

Upon completion of this Offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002 and the rules subsequently implemented by the SEC and the Nasdaq Capital Market detailed requirements concerning corporate governance practices of public companies. As a company with less than US$1.235 billion in net revenues for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act.

For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

•        being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

•        not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting of Section 404(b) of the Sarbanes-Oxley Act;

•        not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

•        reduced disclosure obligations regarding executive compensation; and

•        exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We have taken advantage of reduced reporting burdens in this prospectus. In particular, in this prospectus, we have only provided two years of audited financial statements and have not included all the executive compensation related information that would be required if we were not an emerging growth company. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

We will remain an emerging growth company until the earliest of (i) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter; (ii) the end of the fiscal year during which we have total annual gross revenues of US$1.235 billion or more; (iii) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the last day of our fiscal year following the fifth anniversary of the completion of this Offering.

We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an emerging growth company.

Upon completion of this Offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002 and the rules subsequently implemented by the SEC and the New York Stock Exchange detailed requirements concerning corporate governance practices of public companies. As a company with less than US$1.235 billion in net revenues for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2012 relating to internal controls over financial reporting.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company”, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other time and attention to our public company reporting obligations and other compliance matters. For example, as a result of becoming a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified

be relatively small. The insiders of our Company will still hold a large portion of the Company’s listed securities following the consummation of the Offering. Therefore, we may be subject to the additional and more stringent criteria of Nasdaq for our initial and continued listing, which might cause delay or even denial of our listing application.

We may be subject to material litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities.

We may from time to time become subject to claims, arbitrations, individual and class action lawsuits, government and regulatory investigations, inquiries, actions or requests, and other proceedings alleging violations of laws, rules and regulations, both foreign and domestic. The scope, determination and impact of claims, lawsuits, government and regulatory investigations, enforcement actions, disputes and proceedings to which we are subject cannot be predicted with certainty, and may result in:

•        substantial payments to satisfy judgments, fines or penalties;

•        substantial outside counsel legal fees and costs;

•        additional compliance and licensure requirements;

•        loss of productivity and high demands on employee time;

•        criminal sanctions or consent decrees;

•        termination of certain employees, including members of our executive team;

•        changes to our business model and practices; and

•        damage to our brand and reputation.

Any such matters can have an adverse impact, which may be material, on our business, operating results or financial condition because of legal costs, diversion of management resources, reputational damage and other factors.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by the words “may”, “might”, “will”, “could”, “would”, “should”, “expect”, “intend”, “plan”, “goal”, “objective”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue” and “ongoing”, or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. The forward-looking statements and opinions contained in this prospectus are based upon information available to us as of the date of this prospectus and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

•        future financial and operating results, including revenues, income, expenditures, cash balances and other financial items;

•        our ability to execute our growth, expansion and acquisition strategies, including our ability to meet our growth strategies;

•        current and future economic and political conditions;

•        expected changes in our revenues, costs or expenditures;

•        our expectations regarding demand for and market acceptance of our services;

•        our expectations regarding our customer base;

•        our ability to obtain, maintain or procure all necessary government certifications, approvals, and/or licenses to conduct our business, and in the relevant jurisdictions in which we operate;

•        competition in our industry;

•        relevant government policies and regulations relating to our industry;

•        our capital requirements and our ability to raise any additional financing which we may require;

•        our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business;

•        overall industry, economic and market performance;

•        the spread of the COVID-19 virus and its new variants, the impact it may have on our operations, the demand for our services, and economic activity in general; and

•        other assumptions described in this prospectus underlying or relating to any forward-looking statements.

You should refer to the section titled “Risk Factors” for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus forms a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

USE OF PROCEEDS

Based upon an assumed initial public offering price of US$4.00 per Class A Ordinary Share (the proposed minimum offering price), we estimate that we will receive net proceeds from this Offering, after deducting the underwriting discounts and the estimated offering expenses payable by us, of approximately US$4.6 million assuming the underwriters do not exercise its over-allotment option.

We plan to use the net proceeds we will receive from this Offering as follows:

•        approximately 25% or US$1.2 million is expected to be used for upgrading our Central Office and expanding our business through setting up a new business premise in other geographic market such as Southeast Asia or by strategic investment and acquisition of business in relation to financial printing services. As of the date of this prospectus, we have not specifically identified any business or assets to acquire, nor we have entered into any memorandum of understanding on acquisition of any business or assets;

•        approximately 15% or US$0.7 million is expected to be used for expanding our workforce and staff training;

•        approximately 30% or US$1.4 million is expected to be used for upgrading and/or acquiring equipment and IT systems; and

•        the balance of the net proceeds for working capital and other general corporate purposes.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this Offering. Our management, however, will have some flexibility and discretion to apply the net proceeds of this Offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this Offering differently than as described in this prospectus. To the extent that the net proceeds we receive from this Offering are not imminently used for the above purposes, we intend to invest in short-term, interest-bearing bank deposits or debt instruments.

DIVIDEND POLICY

We have not declared or paid any cash dividends on our Class A Ordinary Shares for the years ended December 31, 2022 and 2023. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our Board of Directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the Board of Directors deems relevant, and subject to the restrictions contained in any future financing instruments.

The declaration, amount and payment of any future dividends will be at the sole discretion of our Board of Directors, subject to compliance with applicable BVI laws regarding solvency. Our Board of Directors will take into account general economic and business conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and other implications on the payment of dividends by us to our shareholders or by our Operating Subsidiary to us, and such other factors as our Board of Directors may deem relevant. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our Board of Directors.

Subject to the BVI Act and our Amended and Restated Memorandum and Articles of Association, our Board of Directors may by resolution, authorize a distribution (which includes a dividend) by our Company to our shareholders if our Board of Directors are satisfied, on reasonable grounds, that immediately after the distribution satisfy the solvency test, that is: (a) the company will be able to pay its debts as they fall due; and (b) the value of our assets exceeds its liabilities.

Our holding company rely on dividends paid by our Operating Subsidiary for its cash requirements, including funds to pay any dividends and other cash distributions to its shareholders, service any debt it may incur and pay its operating expenses. Our holding company’s ability to pay dividends to its shareholders will depend on, among other things, the availability of dividends from our Operating Subsidiary.

Cash dividends, if any, on our Class A Ordinary Shares will be paid in U.S. dollars.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us.

CORPORATE HISTORY AND STRUCTURE

Corporate History

On September 16, 2006, Cre8 (Greater China) Limited (“Cre8 Hong Kong”), the operating entity, was incorporated as a company with limited liability under the laws of Hong Kong. On November 5, 2021, Chuangbafang Enterprise Management (Shanghai) Company Limited (“Cre8 China”) was incorporated under the laws of the PRC as Cre8 Hong Kong’s wholly-owned subsidiary, for the purpose of maintaining a representative office in Mainland China to conduct marketing and customer support in Mainland China, Since its incorporation, Cre8 China has not actively engaged in any revenue-generating activities.

In December 2023, we completed a series of transactions effectuating the reorganization of the Cre8 group of companies (the “Reorganization”).

As part of the Reorganization, Cre8 Enterprise Limited (“Cre8 BVI”) was incorporated under the laws of BVI on December 4, 2023, as the holding company, and its wholly-owned intermediate holding company, Cre8 Incorporation Limited (“Cre8 Incorp”) was incorporated on December 6, 2023 under the laws of BVI. On December 4, 2023, the date of the incorporation of Cre8 BVI, an aggregate of 10,000 Class A Ordinary Shares were issued to 15 founding shareholders.

Cre8 BVI and Cre8 Incorp are holding companies and not actively engaging in any business.

On December 12, 2023, 5,000,000 ordinary shares, the entire ownership interests of Cre8 Hong Kong held by Cre8 Investment Limited were transferred from Cre8 Investments Limited to Cre8 Incorp by way of share exchange, pursuant to the Reorganization Agreement between Cre8 BVI, Cre8 Incorp, and Cre8 Investments Limited. In exchange of the entire ownership interests of Cre8 Hong Kong, Cre8 BVI allotted and issued 2,500 Class B Ordinary Shares to Cre8 Investment Limited.

Upon completion of the Reorganization, our Operating Subsidiary, Cre8 Hong Kong, and its subsidiary, Cre8 China, have become indirect wholly-owned subsidiaries of Cre8 BVI, through Cre8 Incorp.

On August 13, 2024, Cre8 BVI resolved and approved a subdivision of each of the issued and unissued Class A Ordinary Share and each of the issued and unissued Class B Ordinary Share of no par value into 1,800 Class A Ordinary Shares of no par value and 1,800 Class B Ordinary Shares of no par value, respectively. After the share subdivision took effect on 13 August 2024, Cre8 BVI is authorised to issue a maximum of 360,000,000 shares of no par value divided into (i) 324,000,000 Class A Ordinary Shares of no par value and (ii) 36,000,000 Class B Ordinary Shares of no par value, of which 18,000,000 Class A Ordinary Shares and 4,500,000 Class B Ordinary Shares are in issue. From a British Virgin Islands legal perspective, the Share Split does not have any retroactive effect on our shares prior to the effective date. However, references to our Class A Ordinary Shares and Class B Ordinary Shares in this prospectus are presented on a post-Share Split basis, or as having been retroactively adjusted and restated to give effect to the Share Split, as if the Share Split had occurred by the relevant earlier date.

We do not have, nor intend to have, any contractual arrangements to establish a VIE structure with any entity in Mainland China, including Cre8 China.

Corporate Structure

As of the date of this prospectus, Cre8 BVI is authorized by its Amended and Restated Memorandum and Articles of Association to allot the maximum of 324,000,000 Class A Ordinary Shares and 36,000,000 Class B Ordinary Shares, of which 18,000,000 Class A Ordinary Shares and 4,500,000 Class B Ordinary Shares are issued and outstanding.

We are offering 1,750,000 Class A Ordinary Shares, representing 8.86% of the Class A Ordinary Shares issued and outstanding following completion of the Offering, assuming the underwriters do not exercise the over-allotment option. Following this Offering, assuming that the underwriters do not exercise their over-allotment option, 8.86% of the Class A Ordinary Shares of the Company will be held by public shareholders.

The following diagram illustrates the corporate structure of the Company as of the date of this prospectus and upon completion of this Offering (assuming no exercise of the over-allotment option by the underwriters):

____________

Note: As of the date of this prospectus, there are fourteen (14) shareholders of record that have shareholding less than 5% of the issued and outstanding Class A Ordinary Shares.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

Overview

We conduct our operations and provide services to customers through our Operating Subsidiary in Hong Kong (“Cre8 Hong Kong”). Founded in 2006, our Operating Subsidiary provides 24/7 integrated financial printing services for listed companies, IPO applicants (i.e. corporations applying for listing on the Stock Exchange) and private companies in the finance and capital market in Hong Kong under our brand, “Cre8”. Our Operating Subsidiary’s integrated services cover concept creation and artwork design, typesetting, proofreading, translation, printing, binding, logistics arrangement, uploading or making e-Submissions of its customers’ financial reports and compliance documents on the website of the Stock Exchange and media placements. In addition to these core services, our Operating Subsidiary has expanded its offerings to include complementary design services such as website design, branding, and content creation for marketing materials. Moreover, our Operating Subsidiary is now providing technological support to its customers to ensure their compliance with the Listing Rules. On this front, our Operating Subsidiary disseminates announcements, circulars, financial reports, and industry news feeds through a website of our “Cre8IR” brand.

Our overall revenue increased by HK$18.3 million or 18.9% from approximately HK$97.0 million in FY2022 to approximately HK$115.3 million (USD 14.8 million) in FY2023, which was mainly attributable to the increase in revenue from provision of integrated IPO financial printing services from approximately HK$16.2 million in FY2022 to approximately HK$34.0 million (USD 4.4 million) in FY2023 as (i) the number of successful projects increased from one in FY2022 to seven in FY2023; and (ii) increase in amount of extra services requested by clients along with the increase in the number of projects undertaken during the year. Nevertheless, the number of successful projects and the amount of extra services requested by clients are subject to a number of factors and beyond our control, such as the nature and scope of work requested by clients, and timing of completion and progress of the IPO projects which are subject to the timing of clearance from the relevant regulators in Hong Kong. Our total other incomes, net decreased from approximately HK$2.5 million in FY2022 to approximately HK$0.2 million (USD 27,000) in FY2023, which was mainly due to the government grants in relation to anti-epidemic funds received from the Hong Kong government in FY2022 under the Employment Support Scheme, which did not recur in FY2023. As such government grants in relation to anti-epidemic funds are non-recurring in nature, it is expected that the total government grants in FY2024 would remain minimal.

Investors of our Class A Ordinary Shares should be aware that they are purchasing equity in Cre8 BVI, our BVI holding company, instead of shares of our Operating Subsidiary. Please refer to the information contained in and incorporated by reference under the heading “Risk Related to our Corporate Structure” on page 40 of this prospectus.

General Factors Affecting Our Results of Operations.

The Company believes the key factors affecting the financial condition and results of operations including the following:

Economic, Political or Social Conditions in Hong Kong

All our business operations were carried out in Hong Kong through our Operating Subsidiary. As a financial printing service provider for the capital market sectors of Hong Kong, our results of operations and prospects are highly susceptible to any development of change in government policies, as well as economic, social, political and legal development in Hong Kong. Events with adverse impacts on investors’ confidence and risk appetites, such as riots or mass civil disobedience movements and general deterioration of the local economy, may lead to a reduction in

investment or trading activities and in turn our business performance. Any change in the Hong Kong local economic, social and political environment, all of which are beyond our control, may lead to a prolonged period of sluggish market activities which would in turn have material adverse impact on our business.

The capital market and the economic conditions in general of Hong Kong are highly sensitive to conditions of the capital markets, political, social and economic conditions in Mainland China. When there are unfavorable changes to the global or local market conditions, the capital market and the economy in Hong Kong may experience negative fluctuations in its performance. Any prolonged slowdown in the Chinese economy may affect potential clients’ confidence in the capital market as a whole and have a negative impact on our business as a whole, the demand for our printing services, the level of our business activities and consequently revenue derived therefrom. This may materially and adversely affect our financial condition and the results of operations.

Moreover, we have no business presence in overseas jurisdictions and in the event of any material deterioration in the economic, political and regulatory environment in Hong Kong, may have difficulty in relocating our entire business operations to other geographic markets. There is no assurance that we will be able to maintain our historical financial performance amidst such difficult or unstable conditions. As such, historical levels of profit of our Group should not be relied on as an indication of our future financial performance.

The COVID-19 pandemic and IPO Market in Hong Kong

Our business and operations are based in Hong Kong, and the nature of our business is provision of services to companies listed on the Stock Exchange and IPO applicants seeking to list thereon. Therefore, our business is dependent on, among others, positive environment of the Hong Kong stock market and capital market as a whole, which are directly affected by, among others, the global and local political and economic environments. In particular, any prolonged period of bearish market conditions may deter applications for listing on the Stock Exchange and/or corporate activity, which could in turn diminish demand for our services. Accordingly, our business, operating results and growth prospects may be adversely affected. According to the data compiled by Bloomberg, the total volume raised in Hong Kong IPO market in the first half of 2022 was US$ 2.7 billion from 27 deals, a 91.3% drop from the same period last year when the total volume was at USD 31 billion in the midst of COVID-19 pandemic. Volumes in the second quarter of 2022 was particularly low, with only US$ 0.8 billion in offerings, the lowest amount for a quarter for the last decade.

Moreover, during the COVID-19 pandemic, companies worldwide, including us and all our subsidiaries, were forced to drastically change the way we operated, such as implementing temporary adjustments to work schedules and travel plans, and mandating employees to work remotely. As a result, we experienced lower efficiency and productivity, internally and externally, which adversely affected our service delivery and quality. Government’s anti-pandemic measures such as, among others, reducing the entry of people into Hong Kong and quarantine people arrived in Hong Kong, and the prolonged IPO vetting and application process in Hong Kong as a result of anti-pandemic measures have also deterred corporations in Mainland China and other parts of the world from travelling to Hong Kong to explore or execute their plans for listing on the Stock Exchange. The number of IPOs in Hong Kong and other mergers and acquisitions, or fundraising activities in the financial market in Hong Kong, had reduced during the prevalence of COVID-19.

Notwithstanding the above, most countries around the globe have abolished the measures to contain COVID-19 pandemic and returned to their “normal” state as of the date of this prospectus. In particular, the China-Hong Kong border has fully reopened in February 2023, and the Hong Kong government has lifted the mask mandate arrangement and all social distancing measures with effective from March 1, 2023. We believe that some potential customers and listed companies will resume their IPO plans and mergers and acquisitions or fund raising activities respectively, which means the demand for our financial printing services will likely increase. Nevertheless, the prevalence of COVID-19 had led to fluctuations in our revenue and profitability during the period and any disease outbreak that impacts the regions where we operate may cause similar effects, which may have a material adverse impact on our business, operating results and financial condition.

Though the impact of outbreaks of pandemic such as COVID-19 is temporary and not permanent, the frequent outbreak of different kinds of epidemics and pandemics including the new or more severe strains of the virus and their variants are highly uncertain and unpredictable, and the resultant anti-pandemic measures would inevitably result in slowdown of economic activities and volatility of stock markets in both Hong Kong and worldwide which, in totality, may adversely affect or delay our potential customers’ plans to commence their IPO and/or other fund raising and corporate activities. As such, our revenue and profitability may fluctuate and there is no assurance that we will be able to maintain our historical financial performance in times of difficult or unstable economic conditions. Historical levels of our profit should not be relied on as an indication of our future financial performance.

Project-by-project Engagements, Timing of Completion of Our Projects and Seasonality

As a financial printing service provider in Hong Kong, our Operating Subsidiary generally provides one-stop printing services to its customers who are IPO applicants on a project-by-project basis and its term of engagement generally commensurate with their IPO applications, expiring upon completion or termination of their IPO applications and thus, their agreements with our Operating Subsidiary are non-recurring by nature. Though our Operating Subsidiary also provides financial printing services to listed companies in Hong Kong for typesetting, proofreading and printing of their compliance documents such as financial reports, public announcements and circulars on a periodic basis, the term of its engagement is generally one year and is subject to further negotiation upon expiration. Hence, there is no guarantee that these customers will continue to engage our Operating Subsidiary for the same type of services, at the same volume of business, or at all. Our Operating Subsidiary’s ability to retain its existing customers and attract new customers depends on a number of factors such as our marketing strategies, sales coverage, quality of services, market demand and the degree of competition in the industry. As such, our financial performance may vary from period to period.

Revenue derived from IPO applicants is generally recognized based on stage of completion. Accordingly, the timing of completion and progress of the projects, which are subject to various factors such as clearance from the relevant regulators in Hong Kong that are beyond our control and may vary from period to period, would affect our financial performance. Any delay in completion of our projects would result in defer or even default payments from our customers and thereby, adversely affect our cashflow and results of operations. If the projects cannot be completed after a substantial amount of time and costs have been incurred by us, our results of operations and financial position may be adversely affected.

Our performance is also subject to seasonality. Demand for our services from listed companies in relation to typesetting, proofreading and printing of results announcements and financial reports is typically higher in March, April, August, and September due to its customers’ needs to publish their periodic reporting documents pursuant to the timing requirement of the relevant Listing Rules. Accordingly, our financial performance during March, April, August, and September, being the peak seasons, may be better than that of the other periods and may not accurately indicate our overall performance of the entire year. Although we have taken measures to maintain performance throughout the entire year, such as maintaining sufficient manpower during peak seasons by rescheduling the rosters of our Operating Subsidiary’s staff, we cannot guarantee our performance of is free from seasonal fluctuations. As such, prospective investors should be aware of such seasonal fluctuations when making any comparisons of our financial performance.

Critical Accounting Policies, Judgments and Estimates

We prepare our financial statements in accordance with U.S. GAAP, which requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. The COVID-19 pandemic has negatively impacted the global economy, workforces, customers, and created significant volatility and disruption of financial markets. The pandemic may impact our future estimates including, but not limited to, estimates for useful lives and impairment of property and equipment, impairment of long-lived assets, deferred taxes and uncertain tax position, and current expected credit loss of receivables, revenue recognition, fair value measurements. It is not possible for us to predict the duration or magnitude of the adverse results of the outbreak and its effects on our business or results of operations at this time.

Revenue Recognition

We recognize revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, and subsequently issued additional related Accounting Standards Updates (collectively, “ASC 606”). Revenue from contracts with customers is recognized using the following five steps:

1.      Identify the contract(s) with a customer;

2.      Identify the performance obligations in the contract;

3.      Determine the transaction price;

4.      Allocate the transaction price to the performance obligations in the contract; and

5.      Recognize revenue when (or as) the entity satisfies a performance obligation.

We generate revenue from provision of integrated financial printing services in Hong Kong. We enter into agreements with customers that create enforceable rights and obligations and for which it is probable that we will collect the consideration to which it will be entitled as services transfer to the customer. Revenue on oral or implied arrangements is generally not recognized. The services provided are divided into two major types of services.

(a)    Integrated IPO financial printing services

We provide integrated IPO financial printing services under contracts with customers. We typically contracted through our sales team to have negotiations with existing or potential customers, which are Hong Kong or China based companies who seeks for listing in the Hong Kong Stock Exchange. Contracts are signed before to the start of services. We and our customers agree on an estimated total contract price that is specified in the contact. This price is based on the requirements of customers. As stated in the service contract, customers consent to pay in four payments during the course of the agreement. Artwork design, typesetting, proofreading, translation, printing, binding, logistical planning, and uploading or creating electronic submissions of customers’ prospectuses were among the services offered.

The entire service fee from clients is non-refundable and we are entitled to receive upfront payment upon signing the contract. The contract includes two performance obligations, which are submission of prospectus to the Hong Kong Stock Exchange and successfully listed on the Hong Kong Stock Exchange. Revenue is recognized at a point in time upon completion of each performance obligation. Revenue is also recognized when lapse of the financing printing contract. For arrangements with multiple performance obligations, the transaction price is allocated to the separate performance obligations. As such, standalone selling price is determined using an estimate of the standalone selling price of each distinct service, taking into consideration historical selling price by customer for each distinct service, if available. These estimates may vary from the final amounts invoiced to the customer and are adjusted upon completion of all performance obligations.

The transaction price contains a variable consideration. The services that are rendered to customers determine the transaction price. Discounts on services rendered are offered by us to our customers; these discounts are recorded as variable considerations and subtracted from revenue during the revenue recognition period. These reductions to revenue are made based upon estimates that are determined according to historical experience and the specific terms and conditions of the incentive. The amount of variable consideration is included in the transaction price only to the extent that it is highly probable that such an inclusion will not result in a significant revenue reversal in the future when the uncertainty associated with the variable consideration is subsequently resolved.

Our invoices set forth payment terms that require customers to make payment within in range of 14 days to 30 days of billing which is triggered by us reaching the milestones to bill the customer.

For the years ended December 31, 2022 and 2023, we are not aware of any material claims against the Company in relation to services provided.

(b)    Non-IPO financial printing services

We engage with listed or non-listed companies to satisfy the Hong Kong Stock Exchange’s disclosure requirements or the own needs of the customers. We are typically contracted through its sales team to have negotiations with existing or potential customers, which are Hong Kong or China based listed companies in the Hong Kong Stock Exchange. Non-IPO services include preparation of environmental, social and governance reports, sustainability reports, research reports, booklets and brochures. Services include design, translation, typesetting and proofreading, printing, binding and publishing. Contracts are entered into before the services begin.

As the financial printing services involve a series of tasks which are interrelated and are not separable or distinct as our clients cannot benefit from any standalone task, we conclude that financial printing services to be accounted for as a single performance obligation. The entire service fee of financial printing services is allocated to a single performance obligation. The completion of this earning process is evidenced by a delivery of goods to customers or submissions of customers’ goods to the Hong Kong Stock Exchange.

Revenue is recognized based on the point in time either (a) at the time of submission of filing to the Hong Kong Stock Exchange; (b) at the time of delivery the goods to the customer; or (c) lapse of the financing printing contract.

The transaction price contains a variable consideration. The services that are rendered to customers determine the transaction price. Discounts on services rendered are offered by us to our customers; these discounts are recorded as variable considerations and subtracted from revenue during the revenue recognition period. These reductions to

revenue are made based upon estimates that are determined according to historical experience and the specific terms and conditions of the incentive. The amount of variable consideration is included in the transaction price only to the extent that it is highly probable that such an inclusion will not result in a significant revenue reversal in the future when the uncertainty associated with the variable consideration is subsequently resolved.

Our invoices set forth payment terms that require customers to make payment within in range of 30 days to 120 days of billing which is triggered by us completing the services or delivering the products to the customers.

For both integrated IPO financial printing services and non-IPO financial printing services, we do not believe that our contracts include a significant financing component because the period between delivery or the contracting services to the customer and the time of payment does not typically exceed one year.

We have no obligations for returns, refunds or similar obligations of our services or products to customers. For the years ended December 31, 2022 and 2023, we are not aware of any material claims against us in relation to services provided.

Cost of revenue

Cost of sales of printing products, which are directly related to revenue generating transactions, primarily consists of direct material costs such as paper cost, labor cost, and allocated overhead.

Contract Liabilities

Contract liability is recognized when a payment is received or a payment is due (whichever is earlier) from a customer before we transfer the related goods or services. Contract liabilities are recognized as revenue when we perform under the contract (i.e., transfers control of the related goods or services to the customer).

Results of Operations

The following table sets forth a summary of the consolidated results of operations of the Company for the years indicated.

Revenues

In FY2022 and FY2023, our revenue was principally derived from the provision of integrated IPO financial printing services and non-IPO financial printing services. The table below sets forth the breakdown of revenue by service type for the years indicated.

Our provision of integrated IPO financial printing services generally represents the printing related services in relation to application proof of a prospectus, prospectus, announcement, application forms and any other ancillary documents issued in connection with an application for listing on the Hong Kong Stock Exchange. In FY2022 and FY2023, our revenue from provision of integrated IPO financial printing services amounted to approximately HK$16.2 million and HK$34.0 million (USD 4.4 million), representing approximately 16.7% and 29.5% of our total revenue, respectively.

Our provision of non-IPO financial printing services generally represents the printing related services in relation to (i) financial reports, which primarily comprise announcements, annual reports, interim reports and if applicable, quarterly reports for companies listed on the Stock Exchange; (ii) circulars to be published under various circumstances for compliance with the requirements under the Listing Rules or GEM Listing Rules; and (iii) compliance documents, which primarily include announcements or other forms and checklists to be uploaded through the e-submission system of the Hong Kong Stock Exchange, and ad-hoc projects for customized products which mainly includes corporate brochures, leaflets, newsletters, marketing materials and calendars etc. In FY2022 and FY2023, a majority of our revenue was principally derived from the provision of non-IPO financial printing services, which amounted to approximately HK$80.8 million and HK$81.2 million (USD 10.4 million), representing approximately 83.3% and 70.5% of our total revenue, respectively.

Cost of Revenue

The table below sets forth the breakdown of cost of revenue by service type for the years indicated.

Our cost of revenues amounted to approximately HK$73.8 million and HK$68.3 million (USD 8.7 million) in FY2022 and FY2023, respectively. As we provide our integrated financial printing services to our customers for the handling of the documents according to their requests, our cost of sales attributable to each service type is generally related to the demand for each service type. The cost of revenue for non-IPO financial printing services contributed the majority of the total cost of services for FY2022 and FY2023, representing approximately 79.7% and 81.2% respectively.

The table below sets forth the breakdown of cost of revenues by nature for the years indicated.

Our cost of revenues mainly comprised staff cost, depreciation on property and equipment, depreciation on right-of-use assets, translation expenses, printing expenses and other overheads. Staff cost mainly represents wages of our staff who provide typesetting and customer service. In FY2022 and FY2023, staff cost was one of our major components of our cost of revenue, which amounted to approximately HK$23.3 million and HK$22.1 million (USD2.8 million), representing approximately 31.6% and 32.4% of our total cost of revenue, respectively.

Depreciation on property and equipment mainly represents deprecation charge on furniture and fixture, computer and office equipment of our Hong Kong office.

Depreciation on right-of-use assets mainly represents depreciation charge on right-of-use assets in relation to the leased office space and leased printing equipment of our Hong Kong office.

Translation expenses mainly represent the costs payable to suppliers for translation services.

Printing expenses mainly represent the costs payable to suppliers for printing services.

Others mainly represent outsourced filming costs, food and beverage costs, depreciation charges and other utilities costs directly attributable to the provision of our printing services.

Gross profit

The table below set forth the breakdown of gross profit by service type for the years indicated.

Our overall gross profit amounted to approximately HK$ 23.1 million and HK$ 47.0 million (USD 6.0 million) in FY2022 and FY2023, respectively. We recorded overall gross profit margin of approximately 23.8% and 40.8% for the corresponding years. The change in overall gross profit and gross profit margin were in line with our change in our overall revenue during the years and periods. Our gross profit and gross profit margin are mainly affected by factors including, among others, (i) size and complexity of projects; (ii) the agreed scope of work and the amount of extra service required by each client out of the originally agreed scope of work as extra service would be charged at a

Our current assets mainly included cash and cash equivalents, accounts receivable, net, prepayments and other receivables, net, amount due from related parties and tax recoverable. Our current liabilities mainly included bank borrowings, accounts payables, contract liabilities, accrual and other payables, amount due to a related party, operating lease liabilities, and tax payable.

Our net current liabilities decreased from approximately HK$28.8 million as of December 31, 2022 to approximately HK$17.8 million (USD 2.3 million) as of December 31, 2023, which was mainly due to (i) the increase in cash and cash equivalents from approximately HK$0.8 million as of December 31, 2022 to HK$14.8 million (USD 1.9 million) as of December 31, 2023; (ii) the decrease in bank borrowings from approximately HK$20.8 million as of December 31, 2022 to HK$9.0 million (USD 1.2 million) as of December 31, 2023; and (iii) the decrease in accruals and other payables from approximately HK$13.3 million as of December 31, 2022 to approximately HK$8.8 million (USD 1.1 million) as of December 31, 2023, partially offset by (i) the increase in amount due to a related party from nil as of December 31, 2022 to approximately HK$16.5 million (USD 2.1 million) as of December 31, 2023; and (ii) the decrease in amount due from related parties from approximately HK$5.6 million as of December 31, 2022 to nil as of December 31, 2023.

Cash flows

Our source of funds for operations mainly comes from cash generated from operation and bank borrowings. The primary uses of cash are mainly to finance its operations, working capital needs, and capital expenditure needs.

As of December 31, 2022 and 2023, our cash and cash equivalents were approximately HK$0.8 million and HK$14.8 million (US$1.9 million), respectively. Our cash and cash equivalent primarily consist of cash on hand and cash at bank, mainly denominated in HK$.

We believe that our current cash and expected cash provided by this offering will be sufficient to meet our current and anticipated working capital requirements and capital expenditures for at least the next 12 months. We may, however, need additional cash resources in the future if we experience changes in business conditions or other developments. We may also need additional cash resources in the future if we identify and wish to pursue opportunities for investment, acquisition, capital expenditure or similar actions. Upon listing, its source of funds will be satisfied using a combination of internal generated funds and net proceeds of the offering.

Cre8 BVI relies on dividends or payments to be paid by Cre8 Hong Kong, to fund its cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and U.S. investors, to service any debt we may incur and to pay our operating expenses. Cre8 Hong Kong is permitted under the laws of Hong Kong to provide funding to Cre8 BVI, through dividend distributions or payments, without restrictions on the amount of the funds. There are no restrictions or limitation on our ability to distribute earnings by dividends from our subsidiaries, to Cre8 BVI and our shareholders and U.S. investors, provided that the entity remains solvent after such distribution.

Although current foreign exchange and other regulations in the PRC may restrict Cre8 China to transfer its net assets to us and our subsidiaries, Cre8 BVI does not rely on dividends or payments to be paid by Cre8 China to fund its cash and financing requirements as Cre8 China currently has immaterial and non-substantive operations in Mainland China. Therefore, such restrictions have minimal impact on our ability to meet our cash obligations.

The table below sets forth a summary of our cash flows for the years indicated:

Cash (used in) generated from operating activities

Our operating cash inflow is primarily from our operating activities principally from the receipt of payments for our provision of financial printing services, whereas our outflow from operating activities is principally for payment of material costs, staff costs and other overheads to suppliers, payment of salaries and employee benefits, selling and marketing expenses and general and administrative expenses.

In FY2022, our net cash used in operating activities was approximately HK$13.9 million, mainly due to (i) our net loss of approximately HK$12.3 million which was primarily adjusted for depreciation of approximately HK$15.7 million, provision for expected credit loss of approximately HK$1.3 million and deferred tax credit of approximately HK$2.7 million; (ii) decrease in operating lease liabilities of approximately HK$14.3 million, which was mainly attributable to rental payment during the year; and (ii) increase in accounts receivable of approximately HK$5.7 million in FY2022 mainly due to certain invoices in relation to non-IPO financial printing services issued to our clients close to the end of FY2022; and (iii) decrease in tax payable of approximately HK$2.7 million mainly due to the net loss for the year; which partially offset by (i) increase in accounts payable of approximately HK$3.8 million mainly due to the printing expenses payable to one of our printing service suppliers, which allows us a relatively longer credit period; and (ii) decrease in prepayments and other current assets of approximately HK$1.6 million in FY2022; and (iii) increase in contract liabilities of approximately HK$2.2 million mainly due to certain IPO projects of which the prospectuses have not been submitted to the Hong Kong Stock Exchange and thus the relevant billed revenue was not recognized in FY2022.

In FY2023, our net cash generated from operating activities was approximately HK$5.5 million (USD 0.7 million), mainly due to (i) our net income of approximately HK$7.8 million (USD 1.0 million) which was primarily adjusted for depreciation of approximately HK$14.0 million (USD 1.8 million), provision for expected credit loss of approximately HK$2.9 million (USD 0.4 million) and reversal for long service payment of approximately HK$2.6 million (USD 0.3 million); (ii) decrease in deferred tax assets of approximately HK$1.5 million (USD 0.2 million) mainly due to the utilisation of tax loss carried forward from prior year; (iii) increase in contract liabilities of approximately HK$0.8 million (USD 0.1 million) mainly due to certain IPO projects of which the prospectuses have not been submitted to HKEX and thus the relevant billed revenue was not recognized in FY2023; which partially offset by (i) decrease in operating lease liabilities of approximately HK$12.8 million (USD 1.6 million), which was mainly attributable to rental payment during the year; and (ii) increase in accounts receivable of approximately HK$2.0 million (USD 0.3 million) in FY2023 mainly due to certain invoices in relation to non-IPO financial printing services issued to our clients close to the end of FY2023.

Cash used in investing activities

In FY2022 and FY2023, our net cash used in investing activities was approximately HK$0.3 million and HK$0.2 million (USD 24,000), respectively, which represented purchase of property and equipment, which were mainly computer and office equipment of such amounts in the corresponding years.

Cash used in (generated from) financing activities

In FY2022, our net cash used in financing activities was approximately HK$5.3 million, which was mainly due to advance to related parties of approximately HK$5.3 million.

In FY2023, our net cash generated from financing activities was approximately HK$8.7 million (USD 1.1 million), which was primarily attributable to (i) advance from related parties of approximately HK$16.5 million (USD 2.1 million); (ii) proceed of bank loan of approximately HK$9.0 million; and (iii) repayment from related parties of approximately HK$5.6 million (USD 0.7 million); which was partially offset by (i) repayment of bank loan of HK$20.8 million (USD 2.7 million) and (ii) deferred IPO cost of approximately HK$1.6 million (0.2 million).

Assets and liabilities

The following table sets forth a summary of the assets and liabilities as of the dates indicated.

____________

*        Giving retroactive effect to all the shares issued and outstanding for a share split at a ratio of 1-to-1,800 on August 12, 2024.

Accounts receivable, net

The following table sets forth the breakdown of accounts receivable as of the dates indicated:

Net accounts receivable primarily consisted of accounts receivable arising from provision of financial printing services to customers. Our net accounts receivable remained relatively stable at approximately HK$30.4 million as of December 31, 2022 and approximately HK$29.6 million (USD 3.8 million) as of December 31, 2023.

Prepayments and other current assets

The following table sets forth the breakdown of prepayments and other current assets as of the dates indicated:

Our prepayments and other current assets primarily consisted of prepayment for operating expenses, prepayment for listing expenses and other deposits.

Prepayments for operating expenses mainly represented prepayment on expenses such as utilities, license fee for software and telephone charges etc..

Our prepayments and other current assets increased from approximately HK$0.5 million as of December 31, 2022 to approximately HK$3.0 million (USD 0.4 million) as of December 31, 2023, which was mainly due to the increase in prepayment for listing expenses.

Property and equipment, net

Our property and equipment, net mainly represented furniture and fixture, computers, leasehold improvement and office equipment. The net book value of our property, plant and equipment decreased from approximately HK$1.9 million as of December 31, 2022 to approximately HK$0.9 million (USD 0.1 million) as of December 31, 2023, which was mainly attributable to the depreciation charge for the year.

Right-of-use asset

Our right-of-use asset represented our leases for offices in Hong Kong and Shanghai, and printing machinery. The net book value of our right-of-use asset decreased from approximately HK$24.8 million as of December 31, 2022 to approximately HK$13.4 million (USD 1.7 million) as of December 31, 2023, which, was mainly attributable to the repayment of rents of our Hong Kong office in FY2023.

Long-term rental and utility deposits

Our long-term rental and utilities deposits represented rental and utilities deposits in relation to our lease of offices in Hong Kong and Shanghai. Our deposit remained relatively stable at approximately HK$7.1 million as of December 31, 2022 and approximately HK$7.0 million (USD 0.9 million) as of December 31, 2023.

Accounts payable

Accounts payable primarily consisted of costs payable to suppliers of translation, printing and binding service. Our accounts payable remained relatively stable at approximately HK$12.9 million as of December 31, 2022 and approximately HK$12.9 million as of December 31, 2023 (USD 1.6 million).

Accruals and other payables

The following table sets forth the breakdown of accruals and other payables as of the dates indicated:

Our accruals and other payables primarily consisted of accrued operating expenses, accrued rental expenses, accrued audit fees, accrued listing expenses, provision for sales commissions, provision for long service payments and staff benefits and payroll payables.

Accrued operating expenses mainly represented accrual made for operating expenses such as IT support fees, utilities and network charges. The balance remained relatively stable at HK$0.9 million as of December 31, 2022 and HK$1.1 million (USD 0.1 million) as of December 31, 2023.

Provision for sales commissions mainly represented provision for commission payable to staff in the sales department, which is calculated based on the profitability of projects successfully completed by each salesperson. The provision decreased from approximately HK$5.3 million as of December 31, 2022 to approximately HK$3.1 million (USD 0.4 million) as of December 31, 2023, which was mainly due to the absence of override commission during the year.

Provision for long service payments and staff benefits represented the provision made for long service payments for our employees on cessation of employment in certain circumstances under the Hong Kong Employment Ordinance and unused annual leave payment.

Payroll payable mainly represented the provision made for bonus payment. Our payroll payable decreased from approximately HK$1.0 million as of December 31, 2022 to approximately HK$48,000 (USD 6,000) as of December 31, 2023, which was mainly attributable to the decrease in provision for bonus in FY2023.

Bank borrowings

Our bank borrowings as of December 31, 2022 represented revolving loan denominated in HK$ from a registered bank in Hong Kong amounted to HK$20.8 million, which was personal guaranteed by Mr. Lee, and also pledged by (a) certain properties in Hong Kong owned by Prosper Up Limited, a company controlled by Mr. Lee; and (b) pledged cash deposits by Prosper Up Limited and Mr. Lee. The bank borrowings were required to be repaid on demand of the bank, and carry variable interests with a weighted average interest rate of 3.41%.

As of December 31, 2023, our bank borrowings represented government guaranteed SME loan denominated in HK$ from a registered bank in Hong Kong amounted to HK$9.0 million (USD1.2 million), which was fully guaranteed by the Government of Hong Kong Special Administrative Region and repayable within 10 years or on demand and carried variable interests with a weighted average interest rate of 3.625%.

Lease commitments

We entered into certain operating leases for office premises and printing machinery in Hong Kong and Shanghai for the period ranging from January 2021 to August 2028. The following table sets forth the undiscounted future minimum lease payment:

INDUSTRY

This prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties, as well as estimates by our management based on such data. Any projections of future growth used or calculated within this section may or may not occur; if occurred, any projections of future growth may or may not occur at the projected rates. The market data and estimates used in this prospectus involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such data and estimates. While we believe that the information from these industry publications, surveys and studies is reliable, the industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of important factors, including those described in the section titled “Risk Factors”. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. We have no reason to believe that such information is false or misleading in any material respect or that any fact has been omitted that would render such information false or misleading in any material respect. However, neither we nor any other party involved in this Offering has independently verified such information, and neither we nor any other party involved in this Offering makes any representation as to the accuracy or completeness of such information. Therefore, investors are cautioned not to place any undue reliance on the information, including statistics and estimates, set forth in this section or similar information included elsewhere in this prospectus.

GENERAL INTRODUCTION OF HONG KONG MACRO ECONOMIC ENVIRONMENT

Gross domestic product (“GDP”) Growth in Hong Kong

The chart below sets forth GDP growth and growth rate in Hong Kong from year 2017 to 2021 and expected GDP growth and growth rate in Hong Kong from year 2022 to 20264:

Source: International Monetary Fund (“IMF”)

The GDP value of Hong Kong increased from HK$2,660 billion (US$341 billion) to HK$2,862 billion (US$369 billion) from 2017 to 2021, at a CAGR of approximately 1.8%. The growth in 2021 was due to the supportive government policies for financial and real estate markets, and the recovery of merchandise trade. From 2022 to 2026, it is projected that the GDP in Hong Kong will recover and grow from HK$2,881 billion (US$370 billion) to HK$3,541 billion (US$456 billion), respectively, representing a CAGR of approximately 5.3%. The growth in Hong Kong’s GDP will be potentially caused by the reduction in lockdown measures implemented by the Hong Kong government, the improved labor market conditions, and the disbursement of consumption vouchers.5

____________

4        International Monetary Fund, World Economic Outlook Database: October 2022 Edition, https://www.imf.org/en/Publications/WEO/weo-database/2022/October;

Statista, Growth rate of real gross domestic product (GDP) in Hong Kong from 2001 to 2023 with forecasts until 2028, https://www.statista.com/statistics/316980/hong-kong-real-gross-domestic-product-growth-rate/

5        Hong Kong Economic Situation: Latest Developments, https://www.hkeconomy.gov.hk/en/situation/development/index.htm

GDP Contribution of the Financial Services Industry

The financial services sector has been playing an important role in Hong Kong’s economy. The financial services sector consists of the banking industry, insurance industry and other financial services industries. The contribution of the financial services sector to Hong Kong’s GDP increased from 18.8% in 2017 to 21.3% in 2021, showing an increasing trend during the period. The graph below sets forth the GDP contribution of financial services industry in Hong Kong from 2017 to 2021:

Source: Census and Statistics Department, HKSAR

Growing Initial Public Offering (“IPO”) Market

Hong Kong’s stock market ranked fourth globally in 2021 in terms of IPO equity funds raised, raising IPO fund of US$42,297 million in 2021. Hong Kong being an international financial center is the one of the most sought-after IPO market for global companies which are increasingly looking to expand in the Asia-Pacific region and enhance their brand image through listing. In particular, listing in Hong Kong facilitates Chinese companies in expanding their brands internationally. As such, the city has attracted many companies to be listed on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).

Based on the data published by the Stock Exchange, the table below shows the IPO equity funds raised in 2021.

Source: Hong Kong Exchanges and Clearing Limited and Dealogic

THE FINANCIAL PRINTING SERVICES INDUSTRY IN HONG KONG

Introduction

Financial printing services refer to specialized services for production and publications of documents including IPO prospectus, corporate announcements, financial reports (e.g. annual, interim and/or quarterly reports) and circulars, etc. Major customers of financial printing service providers include listed companies and IPO applicants. The service scope of the financial printing services industry in Hong Kong generally covers (i) design; (ii) typesetting and proofreading; (iii) translation; (iv) printing; (v) distribution; and (vi) value-added services.

Total value of equity funds raised and IPO raised in Hong Kong

The total value of equity funds raised in Hong Kong increased steadily from HK$128 billion (US$16 billion) in 2017 to HK$398 billion (US$51 billion) in 2020, then decreased to HK$329 billion (US$42 billion) in 2021. While the total value of IPO funds raised decreased from about HK$580 billion (US$74 billion) in 2017 to HK$452 billion (US$58 billion) in 2019, and increased from HK$452 billion (US$58 billion) in 2019 to HK$771 billion (US$99 billion) in 2021. Due to the improving economic performance and market sentiment, the total value of IPO funds raised increased in 2019. However, due to the outbreak of COVID-19 in 2020, the total value of IPO funds raised decreased again in 2021. As Hong Kong remained among the top five listing hubs in the world from 2017 to 2021, with a thriving equity market in Hong Kong, the demand for services in the financial printing services industry is likely to remain solid.

Total value of equity funds raised and IPO funds raised in Hong Kong

The chart below sets forth the total value of equity funds and IPO funds raised in Hong Kong from 2017 to 2021:

Source: Hong Kong Exchanges and Clearing Limited.

Total number of listed companies in Hong Kong

The growth of financial printing services industry is associated with the number of listed companies as well as equity fund raising activities on the Stock Exchange.

The number of listed companies in Hong Kong increased from 2,118 in 2017 to 2,572 in 2021, at a CAGR of approximately 4.0%. From 2017 to 2021, the number of companies listed on Main Board and GEM increased at a CAGR of approximately 4.3% and 1.7%, respectively.

Companies listed on Main Board are required to produce an annual report and an interim report yearly, while companies listed on the GEM are required to publish more documents including an annual report, an interim report and two quarterly reports yearly. All listed companies are required to comply with the Listing Rules (as the case may be) and to publish announcements and/or circulars under various circumstances. All these reports and other documents have created the need for financial printing services in Hong Kong.

Number of listed companies in Hong Kong

The chart below illustrates the number of listed companies in Hong Kong from 2017 to 2021:

Source: Hong Kong Exchanges and Clearing Limited 6

Number of newly listed companies in Hong Kong

The chart below sets forth the number of newly listed companies in Hong Kong from 2017 to 2021:

Source: Hong Kong Exchanges and Clearing Limited

The number of newly-listed companies was 98 in 2021, decreasing from about 174 in 2017, at a negative CAGR of about 10.85%. In 2021, of the total newly listed companies, 99.0% were listed on Main Board and 1.0% were listed on the GEM. Main Board listing increased between 2017 and 2021 from 94 to 97, whilst GEM listing dropped sharply from 80 in 2017 to 1 in 2021. This is potentially due to (i) the increase in the minimum expected market capitalization of GEM applicants, (ii) a corresponding increase in the minimum public float value of GEM companies, and (iii) the removal of the streamlined process for GEM transfers to the Main Board.

New Economy IPOs in Hong Kong

The Stock Exchange published its consultation conclusions on the new board concept paper on December 15, 2017 to provide market access to companies in the biotechnology, internet, and technology sectors (the “New Economy”).

____________

6        Hong-Kong-and-Mainland-Market-Highlights, https://www.hkex.com.hk/Mutual-Market/Stock- Connect/Statistics/
Hong-Kong-and-Mainland-Market-Highlights?sc_lang=en#select3=2&select2=11&select1=30

The chart below sets forth the number of New Economy companies and funds raised by New Economy IPOs in Hong Kong from 2017 to 20217:

Hong Kong IPO Market Composition from 2017 to 2021

Source: Hong Kong Exchanges and Clearing Limited

Funds raised by New Economy IPOs represented 64% of total IPO fundraising in 2020, compared with 49% in both 2018 and 2019. There were 154 IPOs in 2020, of which 51 were New Economy companies, raising HK$257.4 billion, accounting for 64% of IPO funds raised in Hong Kong market. In the first quarter of 2021, the Stock Exchange welcomed 18 New Economy companies to the stock markets, raising HK$129.2 billion (US$16.7) and accounting for 95% of IPO funds raised in Hong Kong. As of 31 March 2021, the total market capitalization of New Economy companies listed on the Stock Exchange since the new listing regime took effect reached HK$14,447.1 billion (US$1,858.2 billion), accounting for 27% of Hong Kong’s total market capitalization. New Economy companies have contributed 21% of turnover in the cash equities market in 2020, up from just 1% in 2018. It is expected that New Economy companies will continue to reshape Hong Kong’s IPO markets.

Market Growth Drivers of the Financial Printing Services Industry in Hong Kong

Growth of Economy and IPO Markets in Hong Kong

The performance of the financial printing services industry in Hong Kong is highly correlated to the performance of the financial industry in Hong Kong. The steady economic growth is a key driver to financial printing services industry. The contribution of the financial services sector to Hong Kong’s GDP increased from 18.8% in 2017 to 21.3% in 2021, showing an increasing trend during the period. The number of new applications accepted by the Stock Exchange has increased from 310 in 2017 to 316 in 2021, and the number of active applications under the Stock Exchange’s processing increased from 139 as of 29 December 2017 to 144 as of 30 September 2022. This reflects that the demand for listing has not slowed down and the Stock Exchange is actively processing the listing applications.

____________

7        HKEX Celebrates Third Anniversary of New Listing Regime, https://www.hkex.com.hk/News/Media-Centre/Special/HKEX-Celebrates-Third-Anniversary-of-New-Listing-Regime?sc_lang=en; HKEX in 2021: Year in Review, https://www.hkex.com.hk/News/News-Release/2021/211221news?sc_lang=en

The macroeconomic and geopolitical backdrop led to weak sentiment and softness in the global IPO market but Hong Kong continued to perform well comparatively as the listing market gradually regained momentum in the second half of 2022. The Stock Exchange welcomed 69 new listings raising US$87.8 billion as of November 30, 2022, 42 of which took place in the second half, almost double that of the first half.8 This indicates that the IPO market is slowly on the rise and the economy is steadily recovering from the impact of the COVID-19 pandemic.

The increase in the number of IPOs and financial products in Hong Kong will increase the demand for financial printing services, thereby increasing the market size of the financial printing services industry in Hong Kong.

The number of listed companies has also shown a general increase from 2,118 in 2017 to 2,572 in 2021. The rising number of listed companies represents an expanded customer base for financial printers as publication of listing documents, announcements, circulars and annual reports is required for the compliance of Listing Rules and regulations. According to the IMF, GDP is forecasted to increase in Hong Kong in 2023 and remain steady from 2024 to 2026, which may support the expansion of and maintain financial and stock market, which secures the demand for financial printing services.

Potential Increase in Public Mergers and Acquisitions Activities

Financial printing services industry will be driven by the growing demand from increasing mergers and acquisitions in Hong Kong as relevant activities should be disclosed in form of announcements and/or circulars to the general public due to regulatory requirements. In particular, Chinese outbound investment is expected to grow and contribute to the increasing mergers and acquisitions in Hong Kong due to the growing connection between the PRC and Hong Kong, especially in the financial and stock markets. Thus, the demand for financial printing services is anticipated to grow in the future.

Change in Regulations and Rules

According to the Listing Rules and the GEM Listing Rules, listed companies are required to issue announcements, circulars, financial reports and listing documents under various circumstances. Financial printing services are generally required for the production of such documents. Since the Stock Exchange regularly reviews the regulatory regime and increase disclosure requirements, listed companies may be required to issue documents more frequently and extensively. For example, the Stock Exchange issued an ESG Report Guide to enhance corporate governance standards and practices amongst Hong Kong listed issuers, and disclosure requirements thereby increased correspondingly. It is anticipated that regulations will continue to change and additional disclosure requirements are likely to be imposed, creating market growth opportunities.

Entry Barriers

Difficulty in building up customer portfolio

Investment banks, listed companies as well as listing applicants usually have a strong preference for financial printers with proven track record in producing IPO prospectuses and financial reports, etc. The major reason is that customers tend to look for service providers which have conducted similar projects in their industry. Customers also tend to choose the same service providers if they are satisfied with services provided, hence new entrants may face difficulty in building up their customer portfolio for sustaining the business as the competitors could enjoy first mover advantages.

Customer Referral

The majority of customers for financial printing service providers are financial institutions and professional parties, such as lawyers. These parties generally work together for various financial and/or listing projects, and they generally make referrals to each other for financial printing services based on a financial printing service provider’s portfolio, experience, service and scale of operations. Customers’ past experience with a financial printer and their evaluation thereof affect their future choices in financial printers. Financial printing service providers generally aim at providing the best service to retain their customers and maintain good business relationships. Thus, established relationship with

____________

8        HKEX in 2022: Year in Review, https://www.hkex.com.hk/News/News-Release/2022/221220news?sc_lang=en

existing market players serves as a key barrier for new entrants. As listed financial printing service providers have relevant first-hand experience in working with more stringent regulations and compliance issues, customers might find more comfort and reassurance in them.

High initial cost and substantial operational cost

Financial printers are geographically concentrated in central business district to maintain close proximity with their major customers. The cost of office rental therein is high and was on an uptrend in the past few years. New entrants to the industry may also require a considerable amount of capital to renovate the office to provide sufficient conference rooms and lounge space for customers. Since a large proportion of financial printing service providers operate 24 hours a day, seven days a week and new entrants are compelled to meet the same standard to be competitive. This requires high labor, electricity, and other miscellaneous operating costs. Besides office rental, labor cost is high in the financial printing services industry as the industry is a relatively labor-intensive industry. Some of the financial printing service providers may have their own printing facilities and equipment. However, most of the financial printing service providers engage independent printing factories for all printing works. Therefore, it is considered as an industry norm in the financial printing services industry.

Threats to the Financial Printing Services Industry in Hong Kong

Increasing profit requirements for listing eligibility by the Stock Exchange

The profit requirement is one of the three financial eligibility tests which determines the suitability of applicants seeking to be listed on the Main Board. The Stock Exchange published a conclusion to its consultation on the Main Board profit requirement on May 20, 2021. From January 1, 2022, the minimum aggregate profit threshold will increase by 60%, from HK$50 million to HK$80 million; the minimum aggregate profit for the first two financial years of the track record period will be HK$45 million and the minimum aggregate profit for the final financial year will be HK$35 million. This may reduce the number of Main Board listing applications as companies in early growth stages or those who have been severely affected by the pandemic may not be able to meet the revised listing requirements, thereby posing a threat to the financial printing services industry in Hong Kong.

Difficulty on hiring skilled workers

Financial printing services industry is labor-intensive in nature and requires a number of various professionals including typesetters, designers, proofreaders, translators, account managers and other printing management staff to maintain a seamless year-round operation. In general, most financial printing service providers operate 24 hours a day, 7 days a week, and their staff are required to undertake overnight and over-the-weekend shifts. Due to the relatively low unemployment rate, which was 3.7% as of November 20229, it is difficult for financial printers to recruit new talents such as fresh graduates as well as skilled workers who are willing to take night shifts. In the future, staff costs may continue to increase due to the intense competition for experienced employees.

Decrease in the volume of printed publications

The Stock Exchange published a conclusion to its consultation on a paperless listing and subscription regime on December 18, 2020. From July 5, 2021, all listing documents for a new listing application must be published solely in an electronic format and subscriptions for new listing, where applicable, must be made through online electronic channels only. Documents which were required to put on physical display would be required to be published online instead. The Stock Exchange website has become the preferred platform for publishing information. Therefore, the decreasing number of printed publications may potentially pose a threat to the financial printing services industry in Hong Kong.

____________

9        Labour Force, Unemployment and Underemployment, https://www.censtatd.gov.hk/en/web_table.html?id=6

Unforeseen changes in the global economic and political environment

If Hong Kong experiences any sudden downturn in the economic and political environment due to global events beyond the control of the Group, such as natural disasters and terrorist attacks, fund raising activities and other transactions by listed companies in Hong Kong may be deterred and the number of documents required to be published may be reduced.

Future Trends and Development of the Financial Printing Services Industry in Hong Kong

Increasing demand from the Chinese market

In the recent years, many Chinese companies have turned to Hong Kong-based financial printing companies for financial printing services. These companies are seeking to raise international profiles by clearly communicating with investors and public through financial reports and corporate social responsibility statements. In January 2022, the Stock Exchange has implemented enhancement measures to allow (i) PRC companies in non-innovative sectors without a weighted voting rights structure but with a primary listing on a qualifying exchange to seek secondary listing and (ii) PRC companies with non-compliant weighted voting rights structures and/or VIE structures to directly apply for dual primary listing in Hong Kong.10 Such measures would further attract quality China concept stocks to list in Hong Kong and provide more choices to investors, thereby increasing market liquidity. In December 2022, the Stock Exchange launched a new Hong Kong Dollar/ RMB dual counter model alongside a dual counter market making program in its securities market. This further supports the listing, trading and settlement of RMB counters in the market and elevates Hong Kong’s role as the world’s premier offshore RMB hub.11

Increase in the number of special purpose acquisition companies

A special purpose acquisition company (“SPAC”) is a listing vehicle with no substantial business or asset, and its sole purpose is to raise capital through IPO for future acquisition or merger with a target within a certain time period. Upon completion of the acquisition or merger, the SPAC and the target will then be combined, resulting in the listing of a successor company. Such process is referred to as a “De-SPAC transaction”.

The Stock Exchange adopted Main Board Listed Rules governing SPAC on 1 January 2022. Only professional investors may subscribe for and conduct post-IPO trading of SPAC shares and warrants. Funds expected to be raised by a SPAC from its IPO must be at least HK$1 billion (equivalent to US$128 million).

The target of a De-SPAC transaction must meet all new listing requirements (including IPO sponsor appointment, due diligence requirements, financial eligibility tests and minimum market capitalization requirements). The Stock Exchange will also treat each listing application of a successor company in the same way as a deemed new listing.

According to guidance letter 113-22 published by the Stock Exchange, the Stock Exchange will view a De-SPAC Transaction as equivalent to an offering to the public and vet the listing document issued for the De-SPAC Transaction on the basis that it must meet the relevant prospectus requirements of Companies (Winding up and Miscellaneous Provisions) Ordinance (Cap. 32) in full.

Since the introduction of the new SPAC listing regime, and despite difficult market conditions, there have been 13 SPAC applications and four successful SPAC listings in Hong Kong as of 21 November 2022. The new listing regime provides an attractive alternative route to listing in Hong Kong, especially given the uncertainties in the market environment at the time of offering of a traditional IPO, and aims to provide adequate protection to investors. SPAC activity is expected to further increase with the improvement of market sentiment, particularly when a SPAC listing track-record has been established.

____________

10      Secondary Listings in Hong Kong, https://www.hkex.com.hk/Listing/Rules-and-Guidance/Listing-of-Overseas-Companies/Secondary-Listings-in-Hong-Kong?sc_lang=en

11      HKEX to Introduce HKD-RMB Dual Counter Model and Dual Counter Market Making Programme in Hong Kong Securities Market, https://www.hkex.com.hk/News/News-Release/2022/221213news?sc_lang=en

BUSINESS

Overview

We conduct our operations and provide services to customers through our Operating Subsidiary in Hong Kong, Cre8 Hong Kong. Founded in 2006, our Operating Subsidiary provides 24/7 integrated financial printing services for listed companies, IPO applicants (i.e. corporations applying for listing on the Stock Exchange) and private companies in the finance and capital market in Hong Kong under our brand, “Cre8”. Our Operating Subsidiary’s services cover concept creation and artwork design, typesetting, proofreading, translation, printing, binding, logistics arrangement, uploading or making e-Submissions of our customers’ financial reports and compliance documents on the website of the Stock Exchange and media placements. In addition to these core services, our Operating Subsidiary has expanded its offerings to include complementary design services such as website design, branding, and content creation for marketing materials. Moreover, it is now providing technological support to its customers to ensure their compliance with the Listing Rules. On this front, it disseminates and publishes announcements, circulars, financial reports, and industry news feeds through a website of our “Cre8IR” brand. Owing to the business nature of our customers, our revenue was principally derived from the provision of printing, media placement, translation and printing related services from IPO services and non-IPO services.

The provision of IPO services by our Operating Subsidiary generally represents the printing related services in relation to application proof of a prospectus, prospectus, announcement, application forms and any other ancillary documents issued in connection with an application for listing on the Stock Exchange. The provision of non-IPO services by our Operating Subsidiary generally represents the printing related services in relation to (i) financial reports, which primarily comprise announcements, annual reports, interim reports and if applicable, quarterly reports for companies listed on the Stock Exchange; (ii) compliance documents, which primarily include announcements and/or circulars to be published under various circumstances for compliance with the requirements under the Listing Rules or GEM Listing Rules; and (iii) ad-hoc projects for customized products which mainly includes corporate brochures, leaflets, newsletters, marketing materials and calendars etc. As the operations of our Operating Subsidiary involve transmissions, handling and publication of customer data, information and documents and the nature of which is confidential and/or price-sensitive, it is the mission of Cre8 Hong Kong to assist its customers to uphold the integrity and confidentiality of their data, information and documents and ensuring smooth and timely publication thereof in the manner directed by its customers. Hence, our Operating Subsidiary has adopted a stringent internal control policy focusing on data privacy protection.

Our Operating Subsidiary has achieved a number of certifications, awards and prizes for several consecutive years in recognition of its success and achievements in respect of its services such as the International ARC Awards and in respect of the annual reports it has produced. See “Business — Awards and Recognition”.

Business Model

Our Operating Subsidiary provides integrated financial printing services under our brand, “Cre8,” for customers mainly in the financial and capital markets in Hong Kong. The following chart summarizes the business model of our Group:

Services

Our Operating Subsidiary principally provides 24/7 integrated printing services for customers mainly in the financial and capital markets in Hong Kong under our brand, “Cre8”. Our Operating Subsidiary’s services mainly include designing the cover, layout and artwork of documents, typesetting and proofreading, translation, uploading, printing, and/or logistics arrangement services for listing applicants in respect of listing on the Stock Exchange and listed companies on the Stock Exchange and other private companies in the finance and capital market in Hong Kong. Our Operating Subsidiary engages service providers for all printing works and most translation works whereby it can focus its resources on its core business aspects and to utilize its resources more efficiently. As part of our Operating Subsidiary’s integrated services to serve the different needs for our customers, it also provides ancillary services such as the provision of conference room facilities, which is frequently used by its customers in the preparation of their applications for listing on the Stock Exchange. Our Operating Subsidiary also records a small portion of revenue from offering additional design services such as website design, branding and content creation for marketing materials, as well as disseminating announcements, circulars, financial reports, and industry news feeds on a website of our “Cre8IR” brand.

Design

Our Operating Subsidiary’s design services mainly include the design of the cover and layout of prospectuses and financial reports. It also participates in ad-hoc design projects for the design of marketing materials such as corporate brochures, name cards, letter heads, leaflets and newsletters. Our Operating Subsidiary’s designs have won numerous prizes and awards, which is attributable to the effort of our creative and graphic department. In general, our Operating Subsidiary’s creative and graphic department commences preparation of the design artworks by discussing with the customers to understand their requirements and the nature of the intended projects. Our Operating Subsidiary then prepares a few draft design artworks based on those findings and turn some of the ideas into dummy designs, being physical copies of the proposed design products. The dummy designs are presented to our customers for selection and further amendments would be made according to customer feedbacks if necessary.

Typesetting and Proofreading

Our Operating Subsidiary provides 24-hour typesetting and proofreading services to meet its customers’ needs and their timelines and place much emphasis on the accuracy, consistency, and efficiency of our typesetting and proofreading services.

Translation

Our Operating Subsidiary provides English and Chinese translation services to its customers through translation service supplier on a project-by-project basis. The supplier’s translation work will then be reviewed by our inhouse translators, particularly, customers that are companies listed or IPO applicants are required to submit their listing documents, financial reports, and compliance documents in both English and Chinese. Our Operating Subsidiary also provides translation services to customers on an ad-hoc basis. It selects translation companies and freelance translators as our suppliers based on a number of criteria, including turnaround time, quality and reliability of services, industry reputation and cost of services.

Printing and Binding of Documents and Logistics Arrangement

Our Operating Subsidiary provides printing and binding services to our customers through its local independent printing service suppliers. The printing process will then be monitored by our Operating Subsidiary’s customer service department at the printing factories or remotely. Our Operating Subsidiary selects printing suppliers based on, among others, their turnaround time, quality and reliability of services and cost of services. If necessary, our Operating Subsidiary also liaises with paper suppliers to select the suitable type of paper for the printing of its customers’ documents and coordinate with its printing service suppliers to ensure that the printing schedules and printing effects meet the requirements of its customers. Its printing service suppliers are also responsible for delivering the printed documents to locations in Hong Kong designated by our customers. The printed documents are usually delivered to the recipients designated by our customers, such as the Stock Exchange, the Securities and Futures Commission (the “HKSFC”), the Central Clearing and Settlement System the “CCASS”), share registrars, banks, and law firms in Hong Kong. For deliveries to recipients outside Hong Kong, our Operating Subsidiary engages international couriers to provide the distribution services.

Media Placement

Our Operating Subsidiary provides media placement services to our customers, which include the placing of content outputs on the internet and in newspapers. According to the Listing Rules and the GEM Listing Rules, listed companies on the Stock Exchange are required to submit electronic copies of financial reports and other compliance documents, such as announcements, circulars and notices, on the website of the Stock Exchange. In respect of this, we perform e-Submission and upload the documents to the website of the Stock Exchange and other designated websites on behalf of our customers. We may also publish documents in newspapers upon our customers’ instructions.

Products Provided by Our Operating Subsidiary

Products provided by our Operating Subsidiary, which are the documents that our Operating Subsidiary handles for its customers, can be categorized into four types: (i) listing documents, (ii) financial reports, (iii) compliance documents, and (iv) miscellaneous and marketing materials.

Details of documents handled by our Operating Subsidiary are summarized below:

Competition

The key elements of competition in the financial printing industry include efficiency, cost and quality of services and cybersecurity. We believe that our Operating Subsidiary’s business is cost-effective as (i) it engages service suppliers for all printing and binding works and most of translation works; (ii) it has invested in its IT infrastructure and placed much emphasis on cybersecurity; (iii) it has maintained close relationships with customers; (iv) it has a stable and experienced management team; and (v) it has received various certifications, prizes and awards for its efforts in environmental protection and designs. We believe that it is able to sustain its business and compete with other major market players.

New financial printing service providers face entry barriers such as (i) high initial capital commitment for lease office premises in prime location in Hong Kong; (ii) difficulties in building up a customer portfolio as customers tend to choose its existing service providers; and (iii) difficulties in obtaining referral of customers owing to brand image. Given these entry barriers, we believe that our Operating Subsidiary is able to maintain its foothold in the financial printing services industry based on its long-established operation history and the premium quality of services it provides. Our Directors expect that competition will remain intense in the future.

Competitive Strengths

We believe that the following strengths contribute to our success and differentiate us from our competitors:

Our Operating Subsidiary has an established operating history in providing one-stop integrated financial printing services with a strong customer base.

Our Operating Subsidiary provides round-the-clock one-stop integrated financial printing services to our customers ranging from concept creation and artwork design, typesetting, proofreading, translation, printing, binding, logistics arrangement to media placement of content outputs under its brand, “Cre8”. In addition to these core services, our Operating Subsidiary has expanded its offerings to include complementary design services such as website design, branding, and content creation for marketing materials. Moreover, our Operating Subsidiary is now providing technological support to its customers to ensure their compliance with Listing Rules. As part of this support, our Operating Subsidiary disseminates and publishes announcements, circulars, financial reports, and industry news feeds on a website under our “Cre8IR” brand. With extensive experience in the industry, we have successfully built up our industry recognitions and have accumulated a solid customer base in the financial and capital markets in Hong Kong. For the years ended December 31, 2022 and 2023, we had 269 and 333 customers which had contributed to our revenue during the relevant year. Customers which are IPO applicants would generally continue to engage services provided by our Operating Subsidiary after successful listing of their companies on the Stock Exchange and some would become recurring customers that engages the services offered by our Operating Subsidiary for publication of their financial reports and compliance documents. We believe that our Operating Subsidiary’s ability to maintain recurring customers demonstrates these customers’ recognitions of its quality service, which we consider as one of the key factors leading to our success in the industry. We believe that the long-established track record of our Group and industry recognitions in the market allow us to seize more business opportunities and to further develop and expand our customer base.

We have developed a comprehensive and stringent internal control policy in upholding data security and environmental protection.

As our Operating Subsidiary’s customers are mainly listed companies, IPO applicants and private companies in the financial and capital market in Hong Kong, they are subject to regulations and supervisions of relevant regulatory bodies. Hence, the services provided by our Operating Subsidiary to these customers would inevitably involve transmission and handling confidential and/or inside information, personal data of our customers or third-parties. We and our subsidiaries have therefore established stringent internal control policies to ensure data security and to comply with the relevant requirements pursuant to our agreements with customers. To this end, our Operating Subsidiary has an in-house IT department and also engages an external IT consultant who handles the servers, firewall, and other IT systems so that it would meet the requirements of its customers. All data and information are disclosed and accessible to the relevant staff (i.e. personnel who are handling the relevant projects and staff in the IT department) and users on a need-to-know basis. Each department shall comply with our in-house rules and policies in relation to information systems security, including but not limited to, storage, transmission, processing, and destruction of information. Neither we nor our Operating Subsidiary had received any complaint or dispute on IT matters which would have a material adverse impact on our and our Operating Subsidiary business and operation during the years ended December 31, 2022 and 2023 and up to the date of the prospectus.

For projects involving confidential and price-sensitive data printing, we and our subsidiaries have a strict internal data handling procedure to ensure that the confidentiality of privacy data is protected. In particular, our Operating Subsidiary’s representative would attend the printing factories operated by suppliers to oversee the printing process to ensure, among others, no leakage of printed documents and the quality of the printed copies of the documents. We confirm that, during the years ended December 31, 2022 and 2023 and up to the date of the prospectus, neither we nor our Operating Subsidiary had experienced any leakage of confidential information that had any material adverse impact on our business and results of operations.

Since February 2021, our Operating Subsidiary has implemented an internal policy to embrace a paperless regime. Under this regime, all processes related to editing prospectuses, reports, and design no longer rely on the use of physical paper. Instead, our Operating Subsidiary has transitioned to digital platforms and tools to streamline our workflows. By eliminating the need for physical paper, our Operating Subsidiary not only contributes to environmental conservation but also enhances collaboration and productivity within its teams and departments. This paperless approach enables it to effortlessly share, edit, and review documents in real-time, reducing the time and effort previously required for manual handling of paperwork. As we and our Operating Subsidiary embrace this policy, we are able to increase our Operating Subsidiary’s efficiency in serving the daily demands of its customers, thereby providing us and our Operating Subsidiary the capacity to expand current service scope and offer other financial printing related services.

We have a stable and dedicated workforce led by our experienced management team

We have an experienced, dedicated, and capable management team led by our Directors, comprising Mr. Sze Ting CHO and Mr. Yuen Chung Davy LI, both of whom have over 20 years of experience in the financial printing services industry in Hong Kong. Most of our senior officers of our Operating Subsidiary, serving as the heads of departments including sales and marketing, customer services, design and IT, have joined us for, in average, over 8 years and have established their business connections in the industry with customers and intermediaries such as financial institutions and law firms. In addition, our Operating Subsidiary has a team of committed and well-trained frontline staff and supporting staff. Hence, the collective experience, knowledge and efforts of our and our Operating Subsidiary’s senior management team and staff have contributed to the stability of our operations to the success of our business.

Our Operating Subsidiary has stable relationships with its suppliers

Our Operating Subsidiary engages the services of suppliers for all printing works and most of its translation works in order to better focus its resources on its core business aspects such as marketing, typesetting, proofreading and design, in order to reduce capital investments and operating costs associated with running a printing facility and a translation team. Accordingly, we engage third-party suppliers, including printing factories, translation companies and freelance translators (collectively, “suppliers”) to carry out printing and binding works and translation works in Hong Kong. Our Operating Subsidiary has established strong and close working relationships with its suppliers, 14 of which have maintained business relationships with our Operating Subsidiary for more than 10 years. However, our Operating Subsidiary has not entered into long-term or exclusive agreements or arrangements with its suppliers in order to maximize our flexibility.

Growth Strategies

Our business objectives are to maintain our position as a one-stop financial printing service provider in Hong Kong. While part of the proceeds from this offering would be utilized to fulfill our working capital needs and other general corporate purposes, we plan to grow our business with the remaining portion of the proceeds from this offering through the following business strategies:

Increase our scale of operations and expand our business in Southeast Asia

We established our business presence in Hong Kong in 2006, and we currently operate our financial printing services business through our Operating Subsidiary at a business premise located in a Grade A commercial building in the Central District in Hong Kong (the “Central Office”) under a lease from an independent third party, and the lease is expiring on January 31, 2025. The gross floor area of the current Central Office is approximately 1,367 square meter which has to house not only all staff but also all hardware and equipment. As of December 31, 2023, there are 83 full-time employees, sharing a total of 80 workstations located at the Central Office. Thus, it can provide 11 conference rooms that are fully equipped with advanced multi-media conferencing equipment and three cozy and spacious customer lounges for customers. Nevertheless, as our customers in Hong Kong generally require their financial printing services providers to provide them with conference rooms that are fully equipped with advanced multi-media conferencing equipment and lounges, we believe that having only one business premise in Hong Kong would restrain our business expansion. We consider setting up a new business premise in Southeast Asia by leasing an office space or through strategic investment and acquisition of business in relation to financial printing services that would enable us to (i) cope with our business expansion in our integrated financial printing services and newly developed design services; (ii) provide well equipped and comfortable conference rooms and office environment to our customers for meeting

and conducting of marketing functions, which would enhance our competitiveness and attractiveness as compared to our competitors; (iii) invest in new equipment and hardware for financial printing services, which would enhance our quality of service; and (iv) mitigate the risk of increasing rental expenses.

Along the recovery of economy in Hong Kong when COVID-19 pandemic has gradually faded out, we believe that more local corporations and corporations from Southeast Asian countries would consider or resume their plans for listing on the Stock Exchange. There has been an increase of 21 listed companies in Hong Kong from 2,583 in November 2022 to 2,603 in November 2023, which is a positive trend demonstrating that the Hong Kong capital market is gradually gaining momentum. On the other hand, Hong Kong has continued to develop a fund-raising and investment ecosystem for biotech firms. We thus believe that Hong Kong’s IPO market is expected to strengthen further as uncertainties diminish over time.

On the other hand, according to the research report published by the Stock Exchange, namely, “Hong Kong’s Role as a Fundraising Hub for International Companies” in November 2023, at the end of June 2023, Mainland China companies accounted for about 55% of the total number of companies listed in Hong Kong. Among issuers outside Greater China (Mainland China, Taiwan, Hong Kong and Macau), Asia-Pacific companies were dominant in number from 2014 to the first half of 2023. Hence, we believe that by setting up a new business premise in Southeast Asia or by strategically investing and acquiring business in relation to financial printing services, we can uphold our competitiveness by attracting and retaining more potential customers in Southeast Asia. We also intend to recruit employees, primarily in our IT department as well as in our customer service department to support any raising demands of our financial printing services in Cre8 Hong Kong and the Southeast Asia office, once it is set up.

Enhance our IT infrastructures for better service quality and operational efficiency

As a financial printing service provider who needs to deal with confidential and inside information of customers that are mainly listed companies, IPO applicants and other players in the finance and capital market in Hong Kong, any leakage of information due to the deficiency of IT infrastructure or cyberattacks may have a significant impact on the financial market and/or customers. We, therefore, believe that a secure and robust IT infrastructure is crucial to us as a financial printing service provider. Moreover, documents and information handled by our Operating Subsidiary are time-sensitive. It is imperative that our Operating Subsidiary can swiftly deliver content outputs within a limited time. To achieve that, improving our and our Operating Subsidiary’s IT systems and infrastructures can also lead to automation of certain process, eliminate content conversion, shorter lead time and higher efficiency for the business and therefore reducing the overall production costs. For instance, with advanced IT systems, document access, typesetting, formatting and transfer with higher speed can speed up our production process. Hence, we consider that investing in IT systems and infrastructures is a crucial business need for our Group to develop and grow continuously and maintain competitive position of our group in the industry.

We plan to enhance the capacity and quality of our data server mainly through (i) rental of racks in cage to place data servers and private cloud space from a leading telecommunications provider in Hong Kong; and (ii) installation of private point-to-point networks from our new business premises to our servers. We believe that, by doing so, we can leverage the technical expertise of the service providers which in turn enable us and our subsidiaries to have access to a more secure and stable environment for safekeeping important, confidential and inside information of customers. By decentralizing our data servers to an external data center, service outages could be reduced when there is any relocation, renovation and facility maintenance in our offices. The installation of private point-to-point networks can streamline our network setting which could improve the overall operational performance due to faster processing time to different applications.

We, through our Operating Subsidiary, offer 24 x 7 around-the-clock services to our customers, ensuring uninterrupted support at all times. In response to the COVID-19 pandemic, where remote work became necessary for many employees, we took steps to enhance productivity and communication. Our Operating Subsidiary’s in-house programming team had developed a project management system that enables our management to remotely monitor the progress and status of each task in real-time. To further optimize our Operating Subsidiary’s operations, we intend to implement a secured mobile office system such that our Operating Subsidiary’s employees may access work through their mobile devices. The mobile office system is expected to allow the staff to respond to the requests of customers more promptly and thus improving customer relationships and service quality through better communication and operational efficiency. Further, the mobile office system can serve as a contingency in case of any service disruptions in the Central Office.

Regarding the enhancement of the software and upgrade of hardware equipment for improving the efficiency and quality of services in typesetting and artwork design, we also intend to implement a human resources and administration system to improve the efficiency of managing internal resources as the system will allow our Operating Subsidiary to have better control and monitoring on employee records such as payroll, training and leaves, as well as enhance communications among the management and employees.

In light of the above, we are of the view that the enhancement of the aforementioned IT infrastructures would enable us to further develop our business and strengthen our competitiveness in the industry.

Continue to attract and retain top talent in the industry

To broaden the current sales network and customer base, we intend to expand and enhance the sales and marketing team of our Operating Subsidiary by recruiting more sales personnel to facilitate our organic growth by solidifying our existing customer relationships and developing new relationships with potential customers. In addition, we also plan to recruit more operation staff such as customer service and translation staff for development of our financial printing services.

While the current inhouse translation team’s primary function is quality assurance by reviewing the translation works carried out by external translator, as we envisage that more corporations from Mainland China will come to apply for listing on the Stock Exchange after the Mainland China-Hong Kong border has fully re-opened since February 2023 following the fading out of COVID-19 pandemic, these customers would prefer perusing the Chinese version of their listing documents and/or compliance documents soon after the draft in English are prepared. Hence, we expect that there will be increased demands for translators who can deliver quality and speedy translated works. Thus, we aim to increase the capacity of our inhouse translation team by increasing the number of translators so that they can swiftly review the translation works prepared by external translation or handle the translation works themselves if necessary or under tight time constraint.

We aim to attract talents by offering career development opportunities through internal training and close guidance by senior staff, with a view to enhancing their technical and management skills, as well as promotion and advancement opportunities.

Broaden the customer base through leveraging synergies between various services

We believe that effective sales and marketing strategies are vital to expansion of market share. For the years ended December 31, 2022 and 2023, we had 269 and 333 customers, respectively, representing 23.8% in the year-on-year growth. We aim to further enlarge our market share by attracting new customers while retaining existing customers. In this connection, we intend to leverage on opportunities to cross-sell our integrated services and to provide quality services. Further, we intend to expand our financial printing related services by creating website content, producing high quality corporate videos, making use of XBRL (eXtensible Business Reporting Language) for business reporting and developing editing and language programs that reduces labor intensive tasks.

Customers

Our customers are mainly companies listed or which were/are applying to be listed on the Stock Exchange, and accordingly, our Operating Subsidiary is entrusted to provide services for the handling of documents derived from the requirements of the Listing Rules and the GEM Listing Rules.

Our customers, particularly, IPO applicant customers, generally engage our services on a project-by-project basis while other customers, such as listed companies in Hong Kong may retain our Operating Subsidiary as their financial printer on a yearly basis or for a specific task. For the years ended December 31, 2022 and 2023, we had 269 and 333 customers, respectively.

For the years ended and December 31, 2022 and 2023, no customers contributed more than 10% of our total revenue on a consolidated basis. We do not over-rely on any major customer.

Agreement with Customers on A Project-by-project Basis

Our Operating Subsidiary generally enters into standard form agreements with IPO applicant customers and listed company customers. Upon receiving their confirmations on the terms of the agreement, our Operating Subsidiary commences its work. The major terms of a standard form agreement with customers are set out below:

Other Agreements with Customers

Some of the customers prefer to adopt their in-house agreements. Similar to our other contractual arrangements, we negotiate the service terms with such customers prior to entering into those agreements. The major terms of such agreements would in general include at least (i) the services to be provided, (ii) the specifications of the deliverables to be handled, and (iii) payment terms and credit periods. The details of these major terms are similar to those included in our Operating Subsidiary’s standard form agreements, and customers who do not adopt the standard form agreements do not usually obtain more favorable treatment or advantageous agreement terms than other customers who do.

Pricing Policy

Our Operating Subsidiary generally prices its service and products on a cost-plus basis with reference to commercial factors, such as its price competitiveness, services to be provided, turnaround speed, and special requirements from customers and its own capacity at the relevant time. Out of pocket expenses are first borne by our Operating Subsidiary and are billed to its customers as service fees after completion of the projects.

For listing documents, financial reports, and some miscellaneous and marketing materials, the price is mainly determined on a project-by-project basis and we provide quotations to individual customers.

For compliance documents, which generally include announcements and/or circulars that are required to be published timely to meet the Listing Rules or the GEM Listing Rules requirements, our Operating Subsidiary usually receives draft documents from the customers on an ad-hoc basis and it is generally difficult to accurately predict the costs at this stage, which are subject to the amount of works to be performed, volume of the final version of the document, potential overtime charges or urgent printing charges, etc. Hence, our Operating Subsidiary can only provide an indicative price to customers and issue the final bill which is based on the incurred-costs information and the activities recorded in our system to the customers upon completion of the project.

Our customers, especially IPO applicant customers, may request for alterations of specifications of documents or order additional services such as overtime services and food and beverages services. Our Operating Subsidiary usually requests confirmation and acknowledgement from them prior to performing the alterations or providing the additional services instead of entering into any supplemental agreements.

Upon completion of the projects, our Operating Subsidiary issues the invoices to customers based on the actual work done and other out-of-pocket expenses, which may differ from the amount quoted in the quotations or the standard form agreements. Some customers may request for discount of the final bill. In such circumstances, the head of our sales and marketing department together with our Directors will review and approve the discount based on a number of factors, including (i) the fees stated in the invoices; (ii) the relationship with the respective customers, particularly whether there are opportunities for future businesses; and (iii) the amount of services that were provided and the costs involved. For the years ended December 31, 2022 and 2023 and up to the date of the prospectus, we and our Operating Subsidiary did not experience any material disputes with our customers in relation to the pricing policy and the final price charged.

Suppliers

Given the nature of our Group’s business, our major suppliers are printing and translation service providers. For the years ended December 31, 2022 and 2023, we engaged independent translators and printing factories for all printing, binding and translation works. We engage the suppliers on a project-by-project basis and issues purchase orders accordingly.

For the years ended December 31, 2022 and 2023, neither we nor our Operating Subsidiary entered into any long-term or exclusive cooperation agreement with any supplier. We believe that this arrangement is in line with the common practice within the financial printing services industry.

Criteria for Selecting Our Suppliers

Our Heads of Print, Bind and Logistics Department and our Chief Operations Officer are responsible for selecting printing and translation service providers, respectively. In selecting suppliers, we and our Operating Subsidiary consider a number of factors, including but not limited to the respective service providers’ (i) availability, (ii) quality of services, (iii) turnaround speed, and (iv) price competitiveness. We and our Operating Subsidiary have full discretion with the choice of our suppliers and it is not necessary to seek the approval of customers prior to engaging suppliers.

Arrangements with Our Suppliers

We and our Operating Subsidiary do not enter into any long-term or exclusive cooperation agreement with any printing and translation service provider. Instead, we engage our suppliers on a project-by-project basis and issues purchase orders accordingly. For the years ended December 31, 2022 and 2023, the translation and printing fees amounted to approximately HK$31.1 million and HK$30.2 million (US$3.9 million), respectively, which represented approximately 42.1% and 44.2%, respectively, of our total cost of services for the same periods. Among the suppliers we engaged for the years ended December 31, 2022 and 2023, no supplier contributed more than 10% of the total expense on a consolidated basis.

Property

As of the date of this prospectus, we do not own any real property. Our Operating Subsidiary leased an office space in Hong Kong which serves as our principal executive office. Further, our subsidiary in Mainland China leased a relatively small office space to provide for our customer service team. We believe that we and our subsidiaries will be able to obtain adequate facilities on reasonable terms principally through leasing, to accommodate our future expansion plans.

Intellectual Property Rights

As of the date of this prospectus, we have registered the following trademark:

As of the date of this prospectus, we have applied for the registration of the following trademark:

As of the date of this prospectus, we have registered the following domain names:

Awards and Recognitions

Our Operating Subsidiary received numerous certifications, prizes, awards and/or honors in past years in recognition of our success and achievements. Set out below is the highlight of some of our Operating Subsidiary’s recent and major awards and certifications in respect of our business:

____________

Note: The criteria of the International ARC Awards are based on the success of the annual report in communicating its company’s story. Judging is based on the values of creativity, clarity, effectiveness, and excellence. Some of the elements considered in the judging of the annual reports include (i) cover design, (ii) president’s letter, (iii) interior design, (iv) clarity of written text, (v) presentation of corporate information, (vi) expression of financial data, and (vii) how well the spirit of the organization is communicated.

Employees

As of December 31, 2023, our group had 89 full-time employees, among whom, 13 in sales and marketing, 2 in customer services, 10 in creative design and graphic, 20 in typesetting and translation, 5 in quality control, 18 in project management, 5 in information technology, 14 in finance, human resources and administration, and 2 are directors.

Our employees are important strategic resources for our development. We strive to maintain good working relationship with our employees and provide them with a friendly office environment. There was no labor union established by our employees. For the years ended December 31, 2022 and 2023, we have not experienced any major difficulties in recruiting suitable employees. We assess the available human resources on a continuous basis and may employ additional employees according to our business needs.

We and our Operating Subsidiary provide continuous trainings to our employees to improve their skills and develop their potential. Our Operating Subsidiary provide mandatory induction trainings to new staff based on the tasks they perform. Our Operating Subsidiary also provide departmental and office-wide trainings to staff in relation to our business and the financial printing services industry, such as site visits to printing factories and seminars about paper characteristics and printing.

In addition to basic salaries, our Operating Subsidiary provide various staff benefits to our employees, including medical insurances and marriage paid leaves. We determine our employees’ remuneration based on factors such as market competitive wages and previous work experience. The key principles of the remuneration policy are to remunerate employees in a manner that is market competitive. We also regularly evaluate our employees to assess their performance.

Seasonality

Our Operating Subsidiary experiences seasonal fluctuations in demand for its services and products. It generally experience higher demands for its services in March, April, August and September due to customers’ needs to publish their financial reports pursuant to the timing requirement as set out in the relevant Listing Rules. Accordingly, our financial performance during March, April, August and September, being the peak seasons, may be better than that of the other periods and may not accurately indicate our overall performance of the entire financial year. We have taken measures to maintain our performance throughout the entire year, such as maintaining sufficient manpower during peak seasons by rescheduling the rosters of staff.

Licenses and Regulatory Approvals

There is no specific licensing requirement for conducting business in Hong Kong (except those which are applicable to all body corporate conducting business in Hong Kong). We have confirmed that there has not been any material breach of applicable laws, regulations and codes of relevant regulatory authorities on our and our Operating Subsidiary’s part since the commencement of operation and as of the date of this prospectus, and our Operating Subsidiary have obtained all relevant approvals, permits, licenses and certificates required for our operations.

Health, Work Safety, Social and Environmental Matters

We have established procedures to provide our Operating Subsidiary’s employees with a safe and healthy working environment by providing work safety guidelines for the employees to follow. Our Operating Subsidiary follows the health and safety-related rules and regulations in accordance with the Occupational Safety and Health Ordinance of the laws of Hong Kong and sets the requirements for workplace environmental control and hygiene at workplaces pursuant to the Occupational Safety and Health Ordinance. For the years ended December 31, 2022 and 2023, neither we or our Operating Subsidiary experienced any significant incidents or accidents in relation to workers’ safety or any non-compliance with the applicable laws and regulations relevant to the work safety and health issues.

Owing to the nature of our business, our Operating Subsidiary do not produce, emit, or discharge any pollutant during the course of our business. Accordingly, we and our Operating Subsidiary are not subject to any specific rules or regulations in relation to the environmental protection matters. For the years ended December 31, 2022 and 2023, neither we or our Operating Subsidiary were subject to any major environmental claim, lawsuit, penalty or disciplinary action.

Insurance

We maintain insurance on, among other things, office contents, business interruptions, employees’ compensation and public liability. The insurance coverage maintained by the Group in respect of our properties is in line with the industry norms. We also believe that the insurance coverage for our Operating Subsidiary is adequate and sufficient for our operations. We confirm that we were not subject to any material insurance claims or liabilities arising from our operation for the years ended December 31, 2022 and 2023.

Our Operating Subsidiary maintain employees’ compensation insurance for all employees as required under the Employees’ Compensation Ordinance and other applicable laws and regulations in Hong Kong. Our Operating Subsidiary also participates in mandatory provident fund scheme registered under the Mandatory Provident Fund Schemes Ordinance for its employees in Hong Kong. We consider that our Operating Subsidiary’s employees’ compensation insurance coverage is sufficient and in line with the normal commercial practice in Hong Kong.

Internal Control and Risk Management

In order to ensure compliance with applicable laws and regulations and related policies in different operational aspects, we have established and adopted an internal control system, covering areas such as, among other things (i) financial reporting; (ii) document/information integrity and data security; (iii) cost and expenditure; (iv) cash and treasury management; (v) human resources management; (vi) risk management; and (vii) conflict of interest. In addition, our Group has endorsed the staff handbook, internal control and corporate governance manual which require all Directors and employees of our Group to observe. We believe that our internal control system is sufficient and effective.

REGULATIONS

Overview

Our operations are subject to various laws and regulations in Hong Kong where we operate. This section sets out summaries of certain aspects of Hong Kong laws and regulations which are relevant to our Group’s operations and business.

Laws and Regulations Related to Our Business and Operations in Hong Kong

Our operations are subject to various laws and regulations in Hong Kong where we operate. This section sets out summaries of certain aspects of Hong Kong laws and regulations which are relevant to our Group’s operations and business.

Business Registration

The Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) requires that every person carrying on any business shall make application to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business. The Commissioner of Inland Revenue must register each business for which a business registration application is made and as soon as practicable after the prescribed business registration fee and levy are paid and issue a business registration certificate or branch registration certificate for the relevant business or the relevant branch as the case may be.

Supply of Services

The Supply of Services (Implied Terms) Ordinance (Chapter 457 of the Laws of Hong Kong) which aims to consolidate and amend the law with respect to the terms to be implied in contracts for the supply of services (including a contract for the supply of a service whether or not goods are also transferred or to be transferred, or bailed or to be bailed by way of hire under the contract) provides that:

(a)     where the supplier is acting in the course of a business, there is an implied term that the supplier will carry out the service with reasonable care and skill; and

(b)    where the supplier is acting in the course of a business, the time for service to be carried out is not fixed by the contract, is not left to be fixed in a manner agreed by the contract or is not determined by the course of dealing between the parties, there is an implied term that the supplier will carry out the service within a reasonable time.

Where a supplier is dealing with a party to a contract for supply of service who deals as a consumer, the supplier cannot, by reference to any contract term, exclude or restrict any liability of his arising under the contract by virtue of the Supply of Services (Implied Terms) Ordinance. Otherwise, where any right, duty or liability would arise under a contract for the supply of a service by virtue of the Supply of Services (Implied Terms) Ordinance, it may (subject to the Control of Exemption Clauses Ordinance) be negatived or varied by express agreement, or by the course of dealing between the parties, or by such usage as binds both parties to the contract.

Supply of Goods

The Sales of Goods Ordinance (Chapter 26 of the Laws of Hong Kong) which aims to codify the law relating to the sale of goods provides that:

(a)     under Section 15, where there is a contract for the sale of goods by description, there is an implied condition that the goods shall correspond with the description;

(b)    under Section 16, where a seller sells goods in the course of a business, there is an implied condition that the goods supplied under the contract are of merchantable quality, except that there is no such condition (i) as regards defects specifically drawn to the buyer’s attention before the contract is made; or (ii) if the buyer examines the goods before the contract is made, as regards defects which examination ought to reveal; or (iii) if the contract is a contract for sale by sample, as regards defects which would have been apparent on a reasonable examination of the sample; and