这 是根据美国证券交易委员会提交的机密草案
2012年8月《快速启动我们的商业初创法案》第106（a）条 2024年13月13日，尚未公开提交
根据1933年证券法，作为 修改了。

登记 号

联合 国
证券交易委员会
华盛顿特区20549

形式 F-1
登记声明
下
1933年证券法

顶部 财富集团控股有限公司
(注册人的确切姓名载于其章程)

单位 香港广场7楼714和715
干诺道西188号
香港
电话：+852 3615 8567
(注册人主要执行办公室的地址，包括邮政编码和电话号码，包括区号)

C/O Cogency Global Inc.
122东42^nd 街，18^这是 地板
纽约州纽约州10168
+1（800）221-0102
(服务代理商的名称、地址，包括邮政编码和电话号码，包括区号)

与 a复制至：

威廉 S.罗森施塔特先生
叶梦伊“杰森”，Esq.
亚罗纳湖是的，先生。
Ortoli Rosenstadt LLP
麦迪逊大道366号，3^研发 地板
纽约州纽约州10017
+1（212）588-0022

近似 开始向公众出售的日期： 在本登记声明生效日期后，在切实可行的范围内尽快办理。

如果 根据第415条，在本表格上登记的任何证券均应延迟或连续发售 1933年证券法，勾选以下方框。☐

如果 提交本表格是为了根据《证券法》第462（b）条登记发行的额外证券，请检查以下内容 方框并列出同一发行的早期有效登记声明的证券法登记声明编号。 ☐

如果 本表格是根据《证券法》第462（c）条提交的生效后修正案，勾选以下方框并列出 同一发行的早期有效登记声明的证券法登记声明编号。☐

如果 本表格是根据《证券法》第462（d）条提交的生效后修正案，勾选以下方框并列出 同一发行的早期有效登记声明的证券法登记声明编号。☐

指示 勾选注册人是否是1933年《证券法》第405条定义的新兴成长型公司。

新兴 成长型公司收件箱

如果 一家根据美国公认会计原则编制财务报表的新兴成长型公司，通过勾选标记表明注册人是否 已选择不利用延长的过渡期来遵守根据规定提供的任何新的或修订的财务会计准则 根据《证券法》第7（a）（2）（B）条。☐

这个 注册人特此在可能需要的日期修改本注册声明，以将其生效日期推迟到 登记人应提交进一步的修正案，明确规定本登记声明此后生效 根据经修订的1933年《证券法》第8(A)节，或在登记声明生效之前 在证券交易委员会根据该第8(A)条行事而决定的日期。

这些信息 本招股说明书中的内容并不完整，可能会更改。我们不能出售这些证券，直到注册声明提交给 美国证券交易委员会是有效的。本招股说明书不是出售这些证券的要约，也不是在征求要约 在任何不允许要约或出售的司法管辖区购买这些证券。

顶峰财富集团控股有限公司

最多27,000,000股普通股

我们正在尽最大努力提供高达27，000，000份的自营产品 普通 Top Wealth Group Holding Limited（“Top Wealth”， “公司”“我们”、“我们的”、“我们”）根据本招股说明书直接选择投资者 以及随附的招股说明书，在发行期间以每股[*]美元的固定发行价格进行。

我们的股价波动较大。2024年[*]之前6个月内， 我们的普通股的交易价格为[*]美元，最高为[*]美元。自2024年4月16日公司宣布关闭之日起 截至2024年[*]首次公开募股，我们的普通股的交易价格较低为[*]美元，较高为[*]美元。出现 我们的财务状况或经营业绩最近没有与我们股价最近变化一致的变化。我们 普通股在纳斯达克资本市场上市，代码为“TWG”。2024年[*]最后一次报告销售价格 我们在纳斯达克资本市场上的普通股为每股[*]美元。本招股说明书中使用的近期市场价格可能不会 指示实际发行价格。

截至本招股说明书日期，有 29，000，000股已发行和发行的普通股，每股面值0.0001美元。所有拥有普通股的股东 股票拥有相同的投票权。本次发行完成后，我们的已发行和发行股份将由56，000，000股组成 普通股假设本次发行中发行了所有27，000，000股普通股。

因为没有最低发行额要求 作为结束此次发行的条件，我们出售的普通股可能少于在此发行的所有普通股，这可能会显著减少 我们收到的收益金额，如果我们没有出售任何金额，本次发行的投资者将不会收到退款 足以实现本招股说明书中概述的业务目标的普通股。因为没有最低发行额，投资者 他们可能已经投资了我们的公司，但由于缺乏兴趣，我们无法实现我们的目标 在这个祭品中。此外，我们出售普通股的任何收益将可供我们立即使用，尽管存在不确定性。 关于我们是否能够使用这些资金来有效地实施我们的商业计划。见本招股说明书中的“风险因素”。 以获取更多信息。出售本次发行普通股所得款项将存入一项独立的非利息项目。 由我们的托管代理建立的银行账户(仅限于代表我们收到的资金)。我们打算完成这件事的一个结案 提供，但可以承担一个或多个滚动基础上的结束。因此，托管的投资者资金将被释放 在任何时候由我们自行决定，而不考虑应付任何特定的意外情况。任何这样的资金，托管代理 收据应代管，直至适用的发行结束，然后用于完成证券购买，或退还 如果此次发行未能完成。本次发售将于本登记声明生效90天后终止。 所有普通股的发行截止日期(S)尚未结束，不得延期。

这是一项自营产品。参见“计划 有关该等安排的更多信息，请参阅本招股说明书第113页开始的“分配”。任何所得款项 我们出售的普通股将可供我们立即使用，尽管我们是否会不确定 能够使用这些资金有效实施我们的业务计划。有关更多信息，请参阅第53页的“收益使用” 信息.

投资我们的普通股涉及一项 高风险，包括损失全部投资的风险。请参阅“风险因素“从第14页开始 了解您在购买我们的普通股前应考虑的因素。

顶峰财富集团控股有限公司并非 中国大陆或香港营运公司，但在开曼群岛注册成立的控股公司。作为一家没有实质性业务的控股公司， 拓富集团控股有限公司透过其附属公司拓富集团(国际)在香港进行所有业务。 (“营运附属公司”)，该公司于香港注册成立。投资者被告诫，你不是在买入 一家总部位于香港的运营公司的股票，而不是购买一家开曼群岛控股公司的股票，该公司正在进行运营 由总部设在香港的子公司提供。这种结构给投资者带来了独特的风险，中国监管机构可以 不允许这种结构，这可能会导致我们的运营发生重大变化和/或我们的 普通股，包括此类事件可能导致此类证券的价值大幅缩水或变得一文不值。此外， 股东可能会面临根据美国证券法针对我们的董事和高级管理人员执行他们的合法权利的困难 他们位于美国以外的地方。

我们将面临与以下各项相关的某些法律和运营风险 在中国香港特别行政区拥有所有业务，以及与拥有客户相关的风险 是内地中国个人或股东或董事由内地中国人士担任的公司。我们也是臣民 考虑到中国政府或香港当局未来可能在这方面采取的任何行动的不确定性风险。这样的风险 可能包括中国政府的法律，政治和经济政策的变化，中国和美国的关系 美国、中国或美国的法规可能对我们的业务、财务状况、业绩产生实质性和不利的影响 经营情况和普通股的市价。任何此类变化都可能显著限制或完全阻碍我们 向投资者提供或继续提供证券，可能会导致所提供证券的价值大幅缩水或变得一文不值。 管理我们目前业务运作的中国法律法规有时是模糊和不确定的。最近，中国政府发起了 中国在几乎没有提前通知的情况下，采取了一系列监管行动和表态，以规范企业经营，包括破解 严厉打击证券市场违法违规行为，采取新措施扩大网络安全审查范围，扩大 在反垄断执法方面的努力。由于这些声明和监管行动是新的，很难确定立法将在多长时间内完成 或行政法规制定机构将作出回应，以及现有或新的法律、法规或详细实施和解释 是否会修改或颁布(如有)，以及该等修改或新的法律和法规将对日常业务产生的潜在影响 我们香港子公司的运营情况。如果中国政府选择对以下行为行使重大监督和自由裁量权 我们的业务，或者如果我们或运营子公司受到中国法律法规的约束，我们可能会招致重大损失 成本以确保合规，而我们或运营子公司可能会被罚款、证券贬值或退市， 不再被允许向外国投资者进行发行，和/或不再被允许继续目前的业务运营 指挥。请参阅“风险因素-在我们开展业务的司法管辖区内开展业务的相关风险” 第14页。

我们是一家“新兴成长型公司” 和“外国私人发行人”，根据适用的美国联邦证券法，因此有资格减少公开发行 公司报告要求。请阅读第7页开始的“新兴成长型公司状况”和“外国私人公司” 发行人状态“，从第8页开始，了解更多信息。

我们的普通股可能被禁止在全国交易所交易。 或《外国公司问责法》(以下简称《HFCAA》)下的“场外”市场，如果公众 公司会计监督委员会(“PCAOB”)认为，它无法检查或全面调查我们的审计师和 因此，交易我们证券的交易所可能会将我们的证券摘牌。此外，2021年6月22日，美国参议院通过了 2022年12月29日签署成为法律的《加速追究外国公司责任法案》(AHFCAA)， 修改HFCAA并要求美国证券交易委员会禁止发行人的证券在任何美国证券交易所交易，如果其审计师 不接受PCAOB连续两年而不是连续三年的检查。根据HFCAA，PCAOB发布了 2021年12月16日的一份确定报告，该报告发现PCAOB无法完全检查或调查某些指定的名称 注册会计师事务所，总部设在内地、中国和香港。

我们的审计师OneStop AsInsurance PAC，独立注册公众 发布截至2023年12月31日和2022年12月31日的财年审计报告的会计师事务所目前正在接受PCAOB的检查 而且PCAOB能够检查我们的审计师。总部设在新加坡的一站式保险PAC已接受PCAOB的检查 定期的。我们的审计师总部不在内地中国或香港，在本报告中没有被列为确定的审计对象 对于PCAOB的决心。因此，我们认为，截至本招股说明书之日，我们的审计师不受PCAOB的约束 决定。尽管如上所述，未来，如果中国监管机构进行任何监管改革或采取的步骤 不允许一站式保险公司向PCAOB提供位于中国或香港的审计文件，以供检查或调查， 或者PACOB扩大认定范围，使我们受制于HFCAA，如有可能修正，您可能会被剥夺 这种检查有何好处，可能会限制或限制我们进入美国资本市场和进行交易 我们的证券，包括国家交易所的交易。见“招股说明书摘要--外国控股的影响” 本招股说明书第12页的《公司责任法案》(以下简称《HFCAA》)和《风险因素-相关风险》 对我们的普通股-[*]“载于本招股说明书第43页。我们不能向您保证纳斯达克或其他监管机构 当局将对我们应用额外或更严格的标准。这种不确定性可能会导致我们普通股的市场价格 受到实质性和不利的影响。

台湾开曼群岛的法律允许开曼群岛 开曼群岛通过贷款或出资向TW BVI提供资金，不受资金数额的限制。 根据英属维尔京群岛的相关法律，TW BVI可以不受限制地通过股息分配向TW HK提供资金 关于资金的数额。从英属维尔京群岛向香港转移股息没有任何限制。作为控股公司，TW开曼群岛 可能依赖于其子公司支付的股息和其他股权分配，以满足其现金和融资需求。截至 于本招股说明书日期，TW开曼及其附属公司并无任何计划分配收益或于 可预见的未来。在截至2023年12月31日和2022年12月31日的财政年度内，到目前为止还没有分红或分配 我们的子公司。

美国证券交易委员会都没有 任何国家证券委员会或任何其他监管机构均未批准或不批准这些证券，也未确定这是否 招股说明书真实或完整。任何相反的陈述都是刑事犯罪。

我们将交付正在发行的普通股 在收盘并收到用于购买根据 这份招股说明书。对于普通股，我们预计将以美元付款交付此类证券 收盘时在纽约出售，纽约于2024年[*]左右。

本招股说明书日期为 ，2024年。

目录

你应该只依赖所包含的信息 在本招股说明书和我们通过引用并入本招股说明书的文件中。我们没有授权任何人为您提供 不同的信息。我们对任何其他信息的可靠性不承担任何责任，也不能提供任何保证。 其他人可能会给你。我们不会在任何司法管辖区内提出出售证券的要约，在任何司法管辖区内，证券的要约或出售不是 允许的。本招股说明书中包含的信息或通过引用并入本招股说明书的信息仅在各自的 这些信息的日期，无论本招股说明书的交付时间，或本招股说明书项下的任何出售或要约出售的时间。你应该 不能假定本招股说明书中的信息在除本 招股书。自那以后，我们的业务、财务状况、经营结果和前景可能发生了变化。

在本招股说明书包含所指文件的摘要的范围内 在此，请参阅实际文档以获取完整信息。所有摘要都通过以下方式完整限定 实际的文件。这里提到的一些文件的副本已经归档、将归档或将通过引用并入 作为注册说明书的证物，而本招股章程是注册说明书的一部分，你可以获得上述文件的副本 在下面标题为“在哪里可以找到更多信息”的部分。

关于这份招股说明书

这份招股说明书是我们向 美国证券交易委员会。我们没有授权任何人提供本招股说明书中包含的以外的任何信息或作出任何陈述 或由吾等或以吾等名义拟备的任何免费书面招股章程，或吾等向阁下提交的任何免费书面招股章程。我们对此不承担任何责任， 不能对其他人提供给您的任何其他信息的可靠性提供保证。这份招股说明书是一份出售要约 仅限于在此提供的股份，但仅限于在合法的情况下和在司法管辖区内。我们不是在出价 在不允许要约或出售的任何司法管辖区或在作出要约或出售的人所在的任何司法管辖区出售这些证券 没有资格这样做，也没有资格向不允许向其提出此类要约或出售的任何人出售。本招股说明书所载资料 只在招股说明书封面上的日期有效。您不应假设本招股说明书中包含的信息， 任何以引用方式并入的招股说明书或文件在其各自的日期以外的任何日期都是准确的，无论 本招股说明书或任何出售本公司普通股的时间。我们的业务、财务状况、经营结果 自那一天以来，前景可能已经发生了变化。

我们的财务报表是根据 美国GAAP。我们的历史结果并不一定表明我们对未来任何时期的预期结果。

本招股说明书可随时补充 及时添加、更新或更改本招股说明书中的信息。本招股说明书中包含的任何声明将被视为已修改 就本招股说明书而言，或被取代，只要招股说明书补充内容中包含的声明修改或取代 这样的声明。任何如此修改的陈述只有经过如此修改后才被视为构成本招股说明书的一部分，并且任何陈述 如此被取代将被视为不构成本招股说明书的一部分。

我们赢得了行业、市场和竞争力 本招股说明书中的头寸数据来自我们自己的内部估计、调查和研究以及公开可用的信息， 行业和一般出版物以及由第三方进行的研究、调查和研究。我们已经委托编写了行业报告 来自Frost and Sullivan Limited(“Frost&Sullivan”)。行业出版物、研究、调查、研究和预测 一般声明它们所包含的信息是从被认为可靠的来源获得的，但其准确性和完整性 这类信息的安全性不能得到保证。从这些来源获得的预测和其他前瞻性信息受 与本招股说明书中的其他前瞻性陈述相同的限制性和不确定性，以及各种因素造成的风险， 包括那些在“风险因素”中描述的因素。这些因素和其他因素可能会导致结果与那些 表达在这些预测和其他前瞻性信息中。

风险因素

对我们普通股的投资涉及 高度的风险。在决定是否投资我们的普通股之前，您应该仔细考虑下面描述的风险， 以及本招股说明书中列出的所有其他信息，包括标题为“管理层的讨论”的部分 及财务状况及经营成果分析“及本公司合并财务报表及相关附注。如果有的话 如果这些风险实际发生，我们的业务、财务状况、经营结果或现金流可能会受到实质性的不利影响。 受影响，可能会导致我们普通股的交易价格下跌，导致您的全部或部分投资损失。

与在司法管辖区做生意有关的风险 我们在其中运营

我们所有的业务都在香港。 然而，由于现行中国法律法规的长臂适用，中国政府可能会行使重大的直接监督 并可能干预或影响我们的运营，这可能会导致实质性的变化 我们的业务和/或我们普通股的价值。我们在香港的运营子公司可能会受到法律和法规的约束 内地的中国，这可能会削弱我们的盈利能力，并对我们的运营和/或造成实质性的负面影响 我们普通股的价值。此外，中国的政策，法规，规章和法律实施的变化 也可能在几乎没有事先通知的情况下迅速发生，并且我们对中国法律和监管制度施加的风险的断言和信念 不能确定。

我们的运营子公司位于并运营 其在中国香港特别行政区的业务。营运附属公司，或TW HK没有在内地营运 中国，不受内地任何监管机构中国的监管。因此，内地的法律法规目前还没有中国 对我们的业务、财务状况和经营结果有任何实质性影响。此外，除香港基本法外， 中华人民共和国香港特别行政区法律Republic of China(“基本法”)、内地全国性法律中国 除非列于《基本法》附件三，并以公布或本地立法方式在本地实施，否则不得在香港实施。 根据《基本法》，可能列于附件三的全国性法律目前仅限于属于国防范围的法律 和外交事务以及其他不属于香港自治范围的事务。与以下方面有关的国家法律法规 数据保护、网络安全和反垄断没有列入附件III，因此不直接适用于香港。

然而，由于 目前内地中国的法律法规，在法律实施方面还存在着监管和法律上的不确定性 和内地中国来港的规定。因此，不能保证中国政府可能不会选择实施 内地法律中国来港，对我们的运作有重大的直接影响和酌情权 子公司未来，不会对我们的业务、财务状况和经营业绩产生实质性的不利影响， 由于法律、政治环境的变化或者其他不可预见的原因。

如果我们或我们的香港业务 子公司成为受内地法律法规管辖的中国，与内地中国相关的法律和经营风险 可能也适用于我们在香港的业务，我们面临着与内地法律制度相关的风险和不确定因素 中国，复杂和不断演变的内地中国法律法规，以及对于最近中国政府是否和如何发表声明和监管 发展，如与数据和网络空间安全和反垄断担忧有关的发展，将适用于像 我们的营运附属公司及我们，鉴于我们的营运附属公司在香港及中国政府的业务规模庞大，可 对在香港进行的业务进行重大监督。

内地的法律法规中国在不断演变，他们的 制定时间表、解释、执行和实施涉及很大的不确定性，可能会迅速发生变化，但变化很小 提前通知，以及中国政府可能干预或影响我们的运营子公司在 任何时候都可能导致我们的业务和/或我们证券的价值发生实质性变化。此外，还有很大的不确定性。 关于内地中国法律法规的解释和适用，包括但不限于 与我们的业务以及在某些情况下执行和履行我们与客户的安排有关。法律和法律 条例有时含糊其辞，可能会在未来发生变化，其官方解释和执行可能涉及大量 不确定性。新颁布的法律或法规的效力和解释，包括对现有法律法规的修改， 如果我们依赖法律法规，我们的业务可能会受到影响 一种与我们对这些法律法规的理解不同的方式。影响现有和拟议未来的新法律法规 企业也可以追溯适用。我们无法预测对现有或新的中国法律或法规的解释会产生什么影响。 可能会影响我们的生意。

法律、法规和其他政府指令 在中国大陆，遵守中国的规定也可能代价高昂，这种遵守或任何相关的询问或调查或任何其他 政府的行动可能：

我们的业务、财务状况和结果 业务和/或我们普通股的价值或我们向投资者提供或继续提供证券的能力可能在很大程度上 以及受内地现行或未来可能适用于香港的中国法律法规的不利影响 因此对我们这样的公司也是如此。

我们了解到，最近，中国政府发起了一系列 监管行动和声明，以规范内地某些地区的商业经营中国，几乎没有事先通知，包括 严厉打击证券市场违法行为，加强对境外上市公司中国的监管 采用可变利益主体结构，采取新措施扩大网络安全审查范围，扩大力度 在反垄断执法方面。

我们在大陆没有业务，中国。我们的运营 附属公司，或TW HK位于中华人民共和国特别行政区香港并在此经营。自本年月日起 根据招股说明书，中国政府目前不对我们的业务方式施加直接影响和自由裁量权。 中国在香港、内地以外的活动。基于我们对内地现行中国法律法规的了解 于本招股说明书日期生效，由于TW HK位于香港，我们目前并不需要获得许可 来自中国政府在美国证券交易所上市并完善此次发行。然而，不能保证这一点 我们的证券日后会继续在香港以外的证券交易所挂牌上市。 即使获得该许可，该许可也不会随后被拒绝或撤销。目前还不确定是否会颁布， 解释和实施与境外证券发行和其他资本市场活动有关的监管要求 由于中国的法律、法规或政策可能在未来迅速变化，目前仍不确定 中国政府将采取额外的要求或扩大现有的要求，以适用于我们位于 在香港。香港政府是否会得到中国政府的授权也是不确定的，尽管宪法规定 《基本法》的限制，以管制在海外进行的发售及/或在香港的实体的外国投资，包括 我们的运营子公司。中国政府对股票发行施加更多监督和控制的任何行动(包括其 主要业务在香港)，在海外和/或外国在香港的发行人进行投资 可能会显著限制或完全阻碍我们向投资者提供或继续提供证券的能力，并导致 我们的证券将大幅下跌或一文不值。

中华人民共和国政府可以在任何时候干预或影响我们的运营 时间或可能对海外进行的发行和外国对香港发行人的投资施加控制，这可能会导致 我们的业务和/或我们普通股价值的变化。例如，目前没有任何限制或限制 关于将港元兑换成外币和将货币转移出香港的法律 和《中华人民共和国货币兑换管理条例》目前对两国之间的现金转移没有任何实质性影响 终极控股公司及其在香港的营运附属公司。中华人民共和国政府今后可以施加限制或限制 关于我们是否有能力将资金转移到香港以外，以分配收益和向集团内其他实体支付股息 或再投资于我们在香港以外的业务。这种限制和限制，如果将来强加，可能会拖延或阻碍 我们的业务扩展至香港以外地区，并可能影响我们从香港的营运附属公司获得资金的能力 香港。

如果中国政府选择延长 对境外和/或境外投资内地中国为基础的发行人来港发行的监管 作为香港的发行人，这样的行动可能会大大限制或完全阻碍我们发售或继续发售普通股的能力。 并导致我们普通股的价值大幅下降或一文不值。

政府最近发表的声明、法律和法规 中华人民共和国政府，包括《网络安全审查办法(2021年)》、《中华人民共和国个人信息保护法》和《规则草案》 中国证监会于2021年12月24日公布的关于境外上市的通知也表明，有意对发行实施更多监督和控制。 这些投资是在海外和/或外国投资于以中国为基础的内地发行人。目前仍不确定立法、解释、 和执行与海外证券发行和其他资本市场活动有关的监管要求，并由于 中国的法律、法规或政策在未来迅速变化的可能性。

目前尚不确定中国政府是否会 将采用额外的要求或扩大现有的要求，以适用于我们的运营子公司。同样不确定的是 尽管受到《基本法》的宪制限制，香港政府仍将受中华人民共和国政府的授权，控制 在海外进行的发售及/或香港实体(包括我们的营运附属公司)的外国投资。的任何行动 中国政府将对股票发行(包括主要业务在香港的企业)施加更多监督和控制 海外及/或外国对香港发行人的投资，可能会大大限制或完全阻碍我们的能力。 向投资者提供或继续提供证券。如果内地与内地之间目前的政治安排发生重大变化 中国和香港，或适用的法律、法规或解释发生变化，在这种情况下，如果我们被要求获得 我们不会收到或保持这些批准，或者被大陆中国或香港拒绝许可 如果当局允许，我们将不能在美国交易所上市我们的普通股，也不能继续向投资者提供证券，这将 对投资者利益造成重大影响，造成我国普通股价值大幅缩水或一文不值。

法律和规章制度的执行 在中国，几乎不需要事先通知，就可以迅速改变。此外，中华人民共和国的法律和法规及其执行情况 适用于或将适用于香港的申请可以在很少或没有事先通知的情况下迅速更改。因此，香港的法律制度体现了 可能限制可获得法律保护的不确定性，这可能导致我们运营的子公司的 运营和/或我们提供的证券的价值。

作为移交的条件之一 中国对香港行使主权，中国接受香港基本法等条件。《基本法》确保了香港 将保留其货币(港币)、法律制度、议会制和人民的权利和自由五十年 从1997年开始的几年。这项协议赋予香港以高度自治的自由运作。特别行政区 香港特别行政区负责其内部事务，包括但不限于司法机构和最高法院， 移民、海关、公共财政、货币和引渡。香港继续沿用英国普通法制度。然而， 如果中国政府试图改变其协议，允许香港自治运作，这可能会对香港造成潜在影响 香港的普通法法律制度，例如在执行合约权利方面，可能会带来不明朗因素。 这反过来可能对我们的运营子公司的业务和运营产生实质性的不利影响。此外，知识分子 香港的产权和保密保护措施可能不如美国或其他国家那么有效。因此， 我们无法预测香港法律制度未来发展的影响，包括颁布新法律、改变 现行法律或其解释或执行，或国家法律对地方性法规的先发制人。这些不确定性 可能会限制我们可以获得的法律保护，包括执行与客户达成的协议的能力。

与中国法律有关的不确定性 制度，包括执法方面的不确定性，以及中国法律法规的突然或意外变化，都可能 对我们造成不利影响，并限制您和我们可获得的法律保护。

香港附属公司是根据香港法律成立的，并受香港法律管辖，但我们 可能会受到中国法律制度不确定性的影响。中华人民共和国的法律制度以成文法规为基础。先前的法院判决可 可供参考，但先例价值有限。1979年，中华人民共和国政府开始颁布了一套全面的 管理一般经济事务的法律和法规，如外商投资、公司组织和治理、商业、 税收和贸易。由于我们的大部分业务是在香港进行的，我们的业务可能受中国法律和法规的管辖。 然而，由于中国的法律体系继续快速发展，许多法律、法规和规则的解释并不总是 这些法律、法规和规则的统一和执行存在不确定性，这可能会限制我们可以获得的法律保护。 此外，某些中国政府当局发布的一些监管要求可能不会被其他中国政府始终如一地实施 当局(包括地方政府当局)，从而使严格遵守所有监管要求不切实际，或 在某些情况下是不可能的。例如，我们可能不得不诉诸行政和法院程序来执行法律保护 我们通过法律或合同享有的权利。然而，由于中华人民共和国行政和法院当局有权解释和 实施法定和合同条款，可能更难预测行政和法院诉讼的结果 我们享有的法律保护水平比更发达的法律制度更高。此外，中国的法律制度在一定程度上是基于 政府政策和内部规则，其中一些没有及时公布或根本没有公布，可能具有追溯力。 因此，我们可能直到违反这些政策和规则后才意识到我们违反了这些政策和规则。这样的不确定性， 包括我们的合同、财产(包括知识产权)和程序权利的范围和效果的不确定性， 可能会对我们的业务造成实质性的不利影响，并阻碍我们继续运营的能力。

此外，如果中国在尊重方面采取更严格的标准 对于环境保护或企业社会责任，我们可能会招致更多合规成本或受到额外的 我们行动中的限制。中国的知识产权和机密性保护也可能不如 在美国或其他国家。此外，我们无法预测中国法律制度未来发展对以下方面的影响 我们的商业运作，包括新法律的颁布，或对现有法律的修改，或对其的解释或执行。 这些不确定性可能会限制我们和我们的投资者(包括您)可以获得的法律保护。而且，中国的任何诉讼 可能会旷日持久，并导致大量成本以及我们的资源和管理层注意力的转移。

如果我们和/或我们的子公司 需要遵守网络安全、数据隐私、数据保护或任何其他与数据相关的中国法律和法规，并且我们和/或 我们的子公司不能遵守中国的法律法规，我们的子公司的业务、财务状况和业绩 可能会对业务造成实质性的不利影响。

我们可能会受到各种网络安全的影响， 数据隐私、数据保护和其他与数据有关的中华人民共和国法律法规，包括与收集、使用、共享、 保密和私人信息的保留、安全、披露和传输，如个人信息和其他数据。这些 法律法规不仅适用于第三方交易，也适用于我们组织内的信息传输。这些法律 法规可能会限制我们子公司的业务活动，并要求我们和/或我们的子公司产生更多成本 和合规的努力，以及任何违反或不合规的行为可能使我们和/或我们的子公司面临针对此类实体的诉讼， 损害我们的声誉，或导致处罚和其他重大法律责任，从而可能对我们的 子公司的业务以及我们的财务状况和经营结果。

作为与网络安全相关的法律法规， 在我们子公司没有业务的内地中国，数据隐私和数据保护是相对较新和不断发展的，以及 它们的解释和应用可能不确定，但我们和/或我们的子公司是否会受到这种新的 法律法规。

《中华人民共和国数据安全法》或《数据安全法》 该法由全国人民代表大会常务委员会于2021年6月10日公布，自9月10日起施行 1,2021年，要求以合法和适当的方式进行数据收集，并规定，为保护数据的目的， 数据处理活动必须按照数据分类和数据安全分级保护制度进行。根据 根据《数据安全法》第二条，适用于中国在内地境内的数据处理活动以及数据 中国在内地境外从事的危害国家利益、社会公共利益的加工活动 中国的权利或任何中华人民共和国组织和公民的权益。任何实体未能履行 数据安全法可能受到责令改正、警告和处罚，包括禁止或暂停业务、吊销业务 执照或其他处罚。截至本招股说明书日期，我们在内地并无任何营运或维持任何办事处或人员 中国，我们没有进行任何可能危及中国国家利益或公共利益的数据处理活动 或任何中国组织和公民的权益。因此，我们不认为《数据安全法》适用 敬我们。

2021年8月20日，中国共产党常务委员会 中国全国人大颁布个人信息保护法整合零散规定 关于个人信息权和隐私保护的规定，于2021年11月1日起施行。根据《宪法》第三条 个人信息保护法，它不仅适用于在境内开展的个人信息处理活动 内地的中国也以在内地以外的个人信息处理活动中为中国提供产品为目的 或者为中国内地境内的自然人提供服务。违规实体可被责令改正，或 暂停或终止提供服务，并面临没收非法所得、罚款或其他处罚。作为我们的子公司 中国在香港、开曼群岛、英属维尔京群岛和美国提供服务，而不是在大陆为全球客户提供服务。 包括但不限于访问我们在这些地点的办事处的内地中国的客户，我们认为我们和我们的子公司 不受个人信息保护法的约束。

2022年7月7日，网信办 中国部长发布了《出境数据传输安全评估办法》，该办法现已生效 2022年9月1日。根据《办法》，除了提供外部任何数据的自我风险评估要求外， 内地数据处理员中国应当向网络空间主管部门申请数据安全评估和出境通关 下列任何事件中的数据转移：(1)数据处理员向外转移重要数据；(2)向外转移个人 关键信息基础设施运营商或处理了100多万用户信息的数据处理器提供的信息 个人资料；。(Iii)资料处理商将个人资料向外转移超过一次。 累计10万个用户的个人信息或超过1万个用户的敏感个人信息 (四)对跨界数据进行事前安全评估和评价的其他情形 CAC要求转让。截至本招股说明书发布之日，我们及其子公司尚未收集、存储或管理任何 中国在内地的个人信息。因此，我们认为这些措施不适用于我们。

然而，考虑到最近发布的 上述与网络安全和数据隐私相关的中国法律法规，我们和我们的子公司仍面临以下方面的不确定性 这些法律法规的解释和实施，我们不能排除任何中国政府 当局未来可能会要求我们和/或我们的子公司遵守此类法律和法规。如果它们被认为适用于 对于我们和/或我们的子公司，我们不能向您保证我们和我们的子公司将在所有方面遵守此类新规定， 我们和/或我们的子公司可能会被勒令改正并终止任何被中国政府当局视为非法的行为 并受到罚款和其他政府制裁，这可能会对我们的子公司的业务产生实质性的不利影响 以及我们的财务状况和经营结果。

如果我们和/或我们的子公司 需要获得中国证券监督管理委员会的许可或批准，或者向证监会完成备案程序 (“中国证监会”)、中国食品药品监督管理局或其他与首次公开募股(“IPO”)有关的中国政府机构 或未来根据中国法律进行的后续发行，我们和/或我们的子公司可能会被罚款或受到其他制裁，而我们的子公司 业务和我们的声誉、财务状况和经营结果可能会受到实质性和不利的影响。

《网络安全审查办法》联合发布 CAC和其他相关中国政府当局于2021年12月28日要求，除其他外， 基础设施或网络平台经营者持有100万以上用户个人信息申请网络安全 在外国证券交易所进行任何公开募股前的审查。然而，这一规定是最近发布的，仍然有大量的 关于其解释和实施的不确定性。

截至本招股说明书日期，我们和我们的 子公司在内地并无任何业务运作或维持任何办事处或人员中国。我们和我们的子公司还没有 收集、存储或管理在内地的任何个人信息中国。基于我们对中国网络安全审查技术的询问 和认证中心(“中国证监会”)和管理层进行的评估，我们相信我们和我们的子公司 目前不需要主动申请我们在海外首次公开募股或后续发行的网络安全审查，理由是 (I)我们的附属公司在香港、英属维尔京群岛及内地以外的其他司法管辖区注册成立中国及 在香港经营，在内地没有任何附属公司或可变权益实体(“VIE”)架构中国，而我们没有 在内地保留任何职位或人员中国；。(Ii)除《基本法》外，全国性法律不适用于香港，除非 它们列于《基本法》附件三，并以公布或本地立法的方式在当地实施，以及可能 根据《基本法》，目前附件三所列的只限于国防和外交范围内的人员 香港自治范围以外的其他事项，以及与数据保护和网络安全有关的中国法律法规 在本招股说明书的日期并未列入附件三；。(Iii)我们的资料处理活动完全由我们在海外的 在香港及内地以外其他司法管辖区提供产品或服务的境外机构中国 中国；(四)截至本招股说明书发布之日，本公司及其子公司控制的用户个人信息不超过100万条； (V)截至本招股说明书日期，吾等及其附属公司尚未收到任何将吾等识别为关键信息的通知 基础设施；(Vi)截至本招股说明书的日期，我们或我们的子公司 已被任何中国政府当局告知任何网络安全审查的要求；及(Vii)根据我们与 中国证监会负责提供网络安全审查咨询服务的官员认为，目前我们不需要 向CAC申请对我们在外国证券交易所公开发行股票的网络安全审查，因为我们目前既没有 截至本招股说明书之日，中国在内地的业务亦未控制超过100万名用户的个人信息。另外， 我们相信，我们和我们的子公司遵守CAC迄今发布的法规和政策 自我们首次公开募股以来，这些法规和政策没有实质性的变化。然而，对网络安全和数据安全的监管要求 在内地，中国在不断演变，可能会有不同的解读或重大变化，这可能会导致 不确定我们在这方面的责任范围，也不能保证相关的中国政府 当局，包括CAC，将得出与我们的中国律师相同的结论。我们将密切监测和评估执行情况 以及网络安全审查措施的执行情况。如果网络安全审查措施要求清除网络安全和/或 数据安全监管机构和其他具体行动将由我们这样的公司完成，我们可能面临是否可以 及时满足这些要求，或者根本不满足。

2023年2月17日，中国证监会发布 境内公司境外发行上市试行管理办法(试行办法)及 五项配套指引，于2023年3月31日起施行。试行办法要求，在大陆的公司中国寻求 直接或间接在境外发行和上市证券，履行向中国证监会备案的手续。根据审判结果， 《办法》中确定《内地公司境外间接发行上市》应符合中国 “实质重於形式”的原则，特别是发行人须按 试行标准为同时满足以下条件：(一)发行人营业收入的50%或以上，合计 最近一个会计年度经审计的综合财务报表中记录的利润、总资产或净资产 由内地公司中国负责；及(Ii)发行人的主要业务活动在内地进行 中国，或其主要营业地点设在内地的中国，或负责其业务经营管理的高级管理人员 大多是中国公民或在大陆定居的中国。当日，证监会召开试行发布新闻发布会。 办法发布了《关于境内企业境外上市备案管理的通知》，明确 (一)试行办法施行之日或之前，已提出有效申请的内地公司中国 境外发行上市但未经境外监管机构或者证券交易所批准的，应当完成 境外上市完成前的备案；及(Ii)在内地的中国公司，在生效前 试行日期，已经境外监管部门或证券交易所批准，不需要 向有关境外监管机构或证券交易所重新履行监管程序，但尚未完成 境外间接上市，应于2023年9月30日前完成境外发行上市，未完成境外上市 在这六个月内上市，这些公司将受到中国证监会备案要求的约束。

根据管理层进行的评估， 我们不受试行措施的约束，因为我们是在开曼群岛注册成立的，我们的子公司是在香港注册的 香港、英属维尔京群岛和大陆以外的其他地区中国在香港经营，没有任何附属或VIE结构 中国在内地，我们在内地没有任何业务运作，也没有在中国设有办事处或人员。然而，由于审判 《办法》和《配套指引》是新发布的，实施和解释存在不确定性 “实质重于形式”的原则。截至本招股说明书发布之日，本条例并无重大变动。 和我们首次公开募股以来的政策。如果我们的发行，包括IPO和未来的后续发行，以及上市后来被认为是“间接的” 内地企业境外上市中国：《试行办法》，可能需要完成备案程序 对于我们的发行，包括IPO和未来的后续发行，以及上市。如果我们受到备案要求的约束，我们不能 我们向您保证，我们将能够及时甚至完全完成此类备案。

由于这些声明和监管行动 都是新的，在上述网络安全和海外上市法律的解释和执行方面也存在高度不确定性 监管。不能保证中国有关政府当局会得出与我们相同的结论。如果我们和/或我们的 子公司必须获得包括CAC和/或中国证监会在内的任何政府机构的批准或填报 随着我们的证券在香港或内地以外的证券交易所上市或继续上市，我们不确定中国如何 我们和/或我们的子公司需要很长时间才能获得这样的批准或完成这样的备案，即使我们和我们的子公司 获得批准或完成备案的，批准或备案可以撤销。未能取得或迟迟未能取得 获得中国政府主管部门的必要许可或向其完成必要的备案程序，以进行发行或 在香港或内地以外的上市公司中国可能会对我们和/或我们的子公司实施中国政府当局的制裁， 这可能包括罚款和处罚、暂停业务、对我们和/或我们的子公司提起诉讼，甚至对 控股股东和其他负责人，以及我们子公司开展业务的能力，我们的投资能力 进入大陆的中国作为外商投资或接受外商投资，或者我们有能力在美国或其他海外交易所上市 可能受到限制，我们子公司的业务以及我们的声誉、财务状况和经营结果可能会受到实质性的影响 并受到不利影响。

中国政府可能会进行干预或 随时影响我们的中国供应商及其独家海外代理的运营，或可能对我们的 中国供应商经营业务或与我们合作。这可能会导致我们在中国的供应商的实质性变化 运营和间接我们普通股的价值。

我们依靠一个中国的鲟鱼养殖场为我们的 鱼子酱的供应，我们通过其独家海外代理与其签订了供应商协议。中华人民共和国政府可以选择 行使重要的监督和自由裁量权，以及中国政府的政策、法规、规章和法律的执行 我们在中国的供应商及其独家海外代理所受的限制可能会迅速变化，而且几乎不会提前通知。作为一个 因此，新的和现有的法律法规在中国的适用、解释和执行往往是不确定的。此外, 这些法律和法规可能会被不同的机构或当局解释和应用不一致，并且可能不一致 与我们的供应商或其独家海外代理的现行政策和做法。新的法律、法规和其他政府 在中国，遵守指令的成本也可能很高，这种遵守或任何相关的查询或调查或任何其他 政府的行动可能：

中国政府发起了一系列监管措施 在中国某些地区规范商业经营的行为和声明，几乎没有事先通知，包括打击 证券市场违法违规行为，加强对中国境外上市公司浮动利率的监管 实体(VIE)结构，采取新措施扩大网络安全审查的范围，并扩大 反垄断执法。这些监管行动和声明强调了加强对非法证券的管理的必要性 对寻求在海外上市的中国公司的活动和监管。此外，公司还被要求接受网络安全检查 在携带之前审查他们是否持有大量与国家安全、经济发展或公共利益有关的数据 影响或可能影响国家安全的我们的合并、重组或拆分。这些声明是最近发布的，他们的官方 目前，指导和解释仍不清楚。

中国政府可能会干预或影响我们在中国的供应商 并可能对在海外进行的发行和外国对中国公司的投资施加更多控制， 可能导致我们在中国的业务发生重大变化。任何限制或以其他方式产生不利影响的法律或法规变化 我们在中国的供应商开展业务的能力可能会减少对其服务的需求，减少收入，增加成本， 要求他们获得更多的许可证、许可证、批准或证书，否则将承担额外的责任。在任何程度上 实施新的或更严格的措施，我们供应商和我们的业务、财务状况和运营结果可能 如果受到不利影响，我们普通股的价值可能会缩水或变得一文不值。

经济的变化和低迷， 香港、内地中国等国家的政治、社会状况或香港政府政策的变化 而大陆的中国可能会对我们的业务和运营产生实质性的不利影响。

我们的业务位于香港。 因此，我们的业务、前景、财务状况和经营结果可能在很大程度上受到政治、 香港和内地的经济和社会状况总体上与中国有关。香港的经济状况对此很敏感。 内地中国与全球经济形势。香港社会和政治格局的任何重大变化都将 对我们的业务有实质性的影响。

内地中国经济有别于其他经济体 大多数发达国家在许多方面，包括政府参与量、发展水平、增长率、控制力 外汇储备和资源配置。尽管内地经济在过去一段时间里经历了显著的增长，中国 几十年来，增长一直不均衡，无论是在地理上还是在经济的不同部门之间都是如此。中国政府已经实施了各种 鼓励经济增长和引导资源配置的措施。其中一些措施可能会使中国整体经济受益 但可能会对香港和我们产生负面影响。

此外，在2020年7月14日，前者 美国总统总裁和唐纳德·特朗普签署了《香港自治法》和行政命令，取消了这一优惠 香港的贸易地位，根据1992年生效的《美国-香港政策法案》第202条。美国政府 已确定香港不再具有足够的自治权，不能证明对中国的优惠待遇是合理的，特别是 随着香港特别行政区《人民Republic of China维护国家安全法》的出台 香港特区(《香港国家安全法》)，2020年7月1日。香港现在将被视为内地中国， 在签证申请、学术交流、关税和贸易等方面。根据发布的行政命令第3(C)款 2020年7月14日，撤销对香港出口和转口并在中华人民共和国境内转移的许可证例外， 而国防物品的出口被禁止。另一方面，美国对大陆征收的现有惩罚性关税中国 也将适用于香港的出口。失去特殊地位，香港作为食品贸易中心的竞争力 未来可能会恶化，因为优惠条件下的税收优惠已不复存在，公司可能更喜欢出口 通过其他城市。香港的港产品出口及转口贸易和其他贸易活动的活动水平可能 下降是由于对香港出口征收关税和出口限制。

万一香港失去地位， 作为亚洲的食品贸易中心，香港对食品出口或转口的需求，以及我们的业务、财务状况 和经营结果，可能会受到不利影响。根据美国国务院于#年发表的《香港政策法案报告》 2021年、2022年和2023年，自2020年7月以来，暂停移交逃犯协定和终止 关于移交被判刑人的协定和关于某些互惠免税的协定，没有终止 根据1992年《美国-香港政策法案》第202(D)条或截至目前根据第201(B)条作出的决定 这份注册声明。取消香港优惠贸易地位的行政命令仍然有效。自7月以来 2020年，截至本登记声明之日，取消香港特惠贸易地位尚无实质性进展 对我们的业务和运营产生影响。

此外，年乌克兰爆发战争， 2022年已经影响到全球经济市场，这一冲突的不确定解决可能导致旷日持久和/或严重 对全球经济的破坏。俄罗斯最近对乌克兰的军事干预已经导致并可能导致额外的制裁 被美国、欧盟等国对俄罗斯加征关税。军事行动的范围和持续时间， 制裁和随之而来的市场混乱是无法预测的，但可能是巨大的。俄罗斯人造成的任何此类干扰 军事行动或由此产生的制裁可能会放大本节所述其他风险的影响。我们不能预测进展。 或乌克兰局势的结果，因为冲突和政府反应正在迅速发展，超出了他们的控制范围。延长了 动乱、加剧的军事活动或影响该地区的更广泛的制裁可能对 全球经济，这种影响反过来又可能对业务、业务结果、财务状况、 我们业务的流动性和业务前景。

存在与之相关的政治风险 在香港开展业务。

All of our operations are in Hong Kong. Accordingly, the business operations and financial conditions of our Operating Subsidiary 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 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.

香港是香港的特别行政区 中华人民共和国和中华人民共和国对香港的基本方针政策反映在《基本法》中，即香港的宪法 该文件赋予香港高度自治以及行政、立法和独立的司法权力，包括 “一国两制”下的终审制。然而，不能保证会有这样的情况 中港之间的政治安排和香港的经济、政治、法律环境没有任何变化 在未来。由于我们所有的行动都以香港为基地，任何此类政治安排的改变都可能构成直接的威胁。 对香港经济的稳定，从而直接和不利地影响我们的经营业绩和财政状况。

基于最近的一些发展，包括 《人民Republic of China维护香港特别行政区国家安全法》发布 在2020年6月的中华人民共和国全国人民代表大会常务委员会上，美国国务院表示，美国 美国不再认为香港有重大自治权中国总裁特朗普签署行政命令香港 自治法，或称HKAA，以取消香港的优惠贸易地位，并授权美国政府实施封锁 对被认定在很大程度上削弱了香港自治权的个人和实体实施制裁。 美国可能对香港出口商品征收与对大陆商品相同的关税和其他贸易限制 中国。这些和最近的其他行动可能代表着涉及美国、中国和香港的政治和贸易紧张局势升级， 这可能会损害我们的业务。很难预测香港机场管理局对香港和有业务的公司的全面影响。 像我们一样在香港。此外，有关中国与美国关系的立法或行政行动可能会给投资者带来不确定性 对于包括我们在内的受影响发行人来说，我们普通股的市场价格可能会受到不利影响。

与我们的商业和工业有关的风险

我们的运营历史很短，而且 受制于在一个快速发展和演变的行业中经营的相关风险和不确定性。我们有限的运营历史 这使得评估我们的业务和前景变得困难。

我们在香港建立了鱼子酱业务 2021年8月，随后经历了快速增长。随着全球市场影响力的扩大，我们预计我们将继续扩大 我们的产品组合，扩大我们的客户基础并探索新的市场机会。然而，由于我们的运营历史有限， 我们的历史增长率可能并不能表明我们未来的表现。我们未来的表现可能更容易受到某些影响 比在不同行业拥有更长运营历史的公司更有风险。下面讨论的许多因素可能会对 我们的业务和前景以及未来业绩，包括：

你应该考虑我们的业务和前景。 鉴于我们作为一家在快速发展和演变的市场中快速增长的公司所面临的风险和不确定因素。我们可以 不能成功应对上述风险和不确定性，这些风险和不确定性可能会对我们的 业务、前景和未来业绩。

我们在物质上依赖于福建奥轩来思生物科技有限公司(“福建 奥炫莱斯“)，中国鲟鱼养殖场的独家经销商，作为我们鱼子酱原料产品的主要供应商。是这样的 重大和不利的安排使我们面临独特的风险。供应商关系的任何中断，无论是福建和福建 奥玄莱斯与中国鲟鱼养殖场之间或福建奥玄莱斯与我们之间的交易，可能会对我们的业务产生重大不利影响。任何 福建奥玄莱斯或中国鲟鱼养殖场的鱼子酱供应中断，以及我们无法寻找替代鱼子酱供应商 可能会对我们的业务运营和财务业绩产生实质性的不利影响。

我们在物质上依赖于福建奥轩来思代理商和独家经销商。 一家中国鲟鱼养殖场，作为我们鱼子酱原料产品的供应商。在截至2023年12月31日和2022年12月31日的年度内，我们从中国采购 通过福建奥玄莱斯的鲟鱼养殖场分别达到约620美元万和530美元万，相当于约 占同期总购买量的64.3%和90%。在2022年4月之前，我们从以下渠道获得所有鱼子酱原料供应 福建奥轩来司按需下单，无任何长期协议。2022年4月，我们的运营子公司Top Wealth 集团(国际)有限公司与代理及独家分销商福建奥轩来斯订立鱼子酱销售协议 福建龙皇生物科技有限公司(“福建龙皇”)，一家中国鲟鱼养殖场。根据鱼子酱销售协议 福建奥轩来思与顶峰财富集团(国际)有限公司之间，经委托书，福建奥轩来思委任顶峰 财富集团(国际)有限公司，我们的运营子公司，作为其在香港和澳门的独家分销商，在海外开展 并授予我们直接从该公司采购鱼子酱的权利，为期10年，从2022年4月30日至2032年4月30日。

这种安排实质上和不利地将我们暴露在独特的风险之下。 我们的业务在很大程度上依赖于福建奥轩来斯鱼子酱的稳定和充足的供应，而这最终取决于稳定的 并向中国鲟鱼养殖场分销商福建奥轩来斯供应充足的来自福建龙黄的鱼子酱。 如果我们与福建奥轩来司的业务关系中断或终止，或者福建奥轩来斯因任何原因无法 或不愿继续向我们提供鱼子酱原料，这些都可能导致我们的运营实质性中断或暂停 在我们找到另一家可以供应我们产品的供应商之前，我们无法获得鱼子酱供应或满足客户订单的能力。此外， 如果福建奥轩来思与福建龙皇的业务关系中断或终止，也很可能导致 造成我们运营的实质性中断或我们获得鱼子酱供应或履行客户订单的能力的暂停。虽然 福建奥轩来思与福建龙皇长期保持15年的独家销售协议，自2020年12月至2035年12月， 他们的关系是否会被中断或终止，是我们无法控制的。也不能保证我们鱼子酱的销售 与福建奥轩来思的协议到期后按商业优惠条款续签。

Any disruption in our supplier relationships, either between Fujian Aoxuanlaisi and Fujian Longhuang, or between Fujian Aoxuanlaisi and us, could have a material adverse effect on our business. Events that adversely affect our suppliers could impair our ability to obtain caviar inventory in the quantities that we desire. Such events include problems with our suppliers’ businesses, finances, labor relations, ability to obtain caviar, costs, production, quality control, insurance and reputation, as well as natural disasters, pandemics, or other catastrophic occurrences. A failure by any current or future supplier to comply with food safety, environmental or other laws and regulations, meet required timelines, and hire and retain qualified employees may disrupt our supply of products.

在任何提前终止或不续订的情况下 与福建奥轩来斯的鱼子酱销售协议或提前终止或不续订双方长期独家销售协议 福建奥轩来司和福建龙皇，或在发生任何中断、延误或无法与福建奥轩来司联系时 在向我们提供充足和优质的供应时，我们不能向您保证，我们将能够在商业上寻找替代供应商 可接受的条款，从而可能对我们的业务、财务状况和经营业绩造成重大和不利影响。 如果找不到合适的替代者，即使是暂时的，也会对我们的品牌形象、财务状况、 以及行动的结果。此外，如果鱼子酱销售协议的商业条款有任何变化，特别是 由于我们不能再作为福建奥轩莱斯在香港和澳门的独家经销商，我们可能会面临增加 在竞争中，我们可能无法继续以商业上可接受的条件从中国鲟鱼养殖场采购鱼子酱。

If Fujian Aoxuanlaisi fails to deliver the caviar raw product we need on the terms we have agreed, we may be challenged to secure alternative sources at commercially acceptable prices or on other satisfactory terms, in a timely manner. Any extended delays in securing an alternative source could result in production delays and late shipments of our products to distributors and end-customers, which could materially and adversely affect our customer relationships, profitability, results of operations, and financial condition. If we experience significant increased demand for our products, there can be no assurance that additional supplies of caviar raw product will be available for us when required on acceptable terms, or at all, or that Fujian Aoxuanlaisi or any supplier would allocate sufficient capacity to us in order to meet our requirements, fill our orders in a timely manner or meet our strict quality standards. Even if our existing supplier is able to meet our needs or we are able to find new sources of caviar supply, we may encounter delays in production, inconsistencies in quality, and added costs. We are not likely to be able to pass increased costs to the customer immediately, if at all, which may decrease or eliminate our profitability in any period. Any delays or interruption in or increased costs of our supply of caviar could have a material and adverse effect on our ability to meet consumer demand for our products and result in lower net sales and profitability both in the short and long term.

Adverse weather conditions, natural disasters, disease, pests and other natural conditions, or shutdown, interruption, and damage to the PRC sturgeon farm, or lack of availability of power, fuel, oxygen, eggs, water, or other key components needed for the operations of the PRC sturgeon farm, could result a loss of a material percentage of our caviar raw product supply and a material adverse effect on our operations, business results, reputation, and the value of our brands.

我们确保鱼子酱持续供应的能力 我们供应商的原材料取决于许多我们无法控制的因素。电力、燃料、氧气供应、水质中断 水产养殖设施的系统或其他关键基础设施持续时间超过短时间可能会导致 大量的鲟鱼，因此鱼子酱供应。因自然灾害关闭或损坏中国鲟鱼养殖场，减少 可能导致供水、水质恶化、含水层污染、服务中断或人为干预 生产用鱼子酱供应的损失。中国鲟鱼养殖场的鲟鱼养殖容易受到不利天气条件的影响，包括 暴雨、干旱和极端温度、台风、洪水和风暴，这些都很常见，但很难预测。鲟鱼 农场容易受到疾病和虫害的影响，其严重程度和影响可能有所不同，具体取决于当时的生产阶段。 感染或侵扰、应用的处理类型和气候条件。这些因素造成的不利生长条件 可能会减少我们供应商的鲟鱼数量和鲟鱼的质量，在极端情况下，可能会失去整个收成。 此外，不利的天气或自然灾害，包括地震、冬季风暴、干旱或火灾，可能会影响制造业 和我们供应商的业务设施，这可能导致大量成本，并有意义地降低我们履行订单的能力 并保持正常的业务运营。由于产品成本的增加，这些因素可能会导致销售量下降和成本增加。 如果我们需要寻找替代产品的短期替代供应，还可能产生包括运输在内的递增成本 区域。这些因素可能会增加成本，减少收入，并导致额外的收益费用，这可能会产生实质性的不利影响 对我们的业务、经营结果和财务状况的影响。

气候变化可能会产生长期的不利影响 对我们的业务和运营产生影响。

气候变化可能对全球经济产生不利影响 温度、天气模式以及极端天气和自然灾害的频率和严重程度。如果气候变化 可能会对我们供应商的鲟鱼或鱼子酱产量产生负面影响，我们可能会减少供货或不那么有利 鱼子酱原料或我们产品所必需的其他商品的定价。极端天气条件可能会产生不利影响 鲟鱼养殖场或我们供应商的设施，导致分销网络中断或关键原材料的可用性和成本 我们在生产中使用的材料，或者对我们产品的需求。由于气候变化，我们的鱼子酱供应商或他们的供应商 高度依赖于水的可获得性和质量，并可能因可获得性下降而受到实质性和不利的影响 水的质量恶化或水价不太优惠，这可能会对他们的生产造成不利影响，从而影响我们的 运营和销售、盈利能力、运营结果和财务状况。

我们的生意受到质量的影响。 以及中国鲟鱼养殖场收获的鱼子酱的数量。

我们成功销售我们的产品的能力和 其价格在很大程度上取决于由福建龙皇经营的中国鲟鱼养殖场供应的鱼子酱的质量。一个 许多因素会对出售的鱼子酱的质量产生负面影响，包括鱼种的质量，鱼子酱中的水条件 养殖场，鱼所消耗的食物和添加剂，养殖场的种群水平，以及带一条鲟鱼所需的时间 收获，包括运输和加工，这一切都不是我们所能控制的。最佳的生长条件不可能总是 有把握。此外，如果我们由中国鲟鱼养殖场供应的鱼子酱产品被市场认为质量低于其他 如果有可用的资源，我们可能会遇到对我们产品的需求减少，并且可能无法以我们预期的价格销售产品 或者根本就不是。随着我们继续扩大我们的业务并与新的鲟鱼养殖场建立关系，我们可能面临更多 在保持我们产品质量方面的挑战。我们不能保证我们在未来不会面临任何质量问题， 这可能会对我们的声誉造成损害，并导致消费者对我们的产品失去信心，这可能会产生实质性的不利影响 基于我们的业务结果和我们品牌的价值。

鱼子酱作为奢侈品，无论是真实的还是感知的 质量或食品安全问题或未能遵守适用的食品法规和要求，无论最终是否基于 关于事实以及是否涉及我们(例如涉及我们竞争对手的事件)，可能会造成负面宣传和信心下降 在我们的公司、品牌或产品中，这可能反过来损害我们的声誉和销售，并可能对我们的业务造成实质性的不利影响， 财务状况和经营结果。虽然我们相信我们有一个严格的质量控制过程，但不能保证 我们的产品将始终符合为我们的产品设定的标准。

此外，我们无法控制我们的产品 一旦被消费者购买。因此，消费者可能会不适当地或长期储存我们的产品，这可能会对我们的产品造成不利影响 影响我们产品的质量和安全。虽然我们有处理消费者问题和投诉的程序，但可以 不能保证我们的答复会让消费者满意，这可能会损害我们的声誉。如果消费者没有意识到我们的 由于此类行为超出我们控制范围，或者如果他们认为我们没有对 如果投诉令人满意，那么我们的品牌价值就会下降，我们的声誉、业务、财务状况 和经营的结果将受到不利影响。消费者对我们的产品或安全性失去信心 我们产品的质量将很难克服，成本也很高。任何这样的不利影响都可能显著降低我们的品牌价值。 关于我们任何产品的安全问题，无论原因如何，都可能对我们的业务、财务状况和 手术的结果。

我们在一个高度监管的行业中运营。

野生鲟鱼是最濒危的物种之一 世界各地的物种。自1998年以来，所有种类鲟鱼的国际贸易都受到《国际贸易公约》的监管 《濒危野生动植物种公约》(《濒危野生动植物种公约》)，原因是对不可持续的采伐和 野生鲟鱼种群的非法贸易。CITES列出了所有种类的鲟鱼，这意味着鱼子酱，未受精的鲟鱼 来自野生捕获的鲟鱼的鱼卵不能再交易，但来自人工饲养的鲟鱼的鱼子酱是免费的。

作为圈养养殖鱼子酱的供应商，这是 我们不仅是供人食用的食品，而且是受《濒危物种公约》全球监管的产品，因此 受到广泛的政府管制。我们必须遵守香港的各项法律法规和法律法规 由香港以外的政府实体和机构管理。中国和香港都是《濒危物种公约》的缔约方。根据《保护》 “濒危动植物物种条例”(香港法例第586章)(“比索”)、进口、 从海上引进、出口、再出口和拥有或控制特定的濒危动植物物种， 以及这些物种的部分和衍生品，都受到比索的监管。比索附表1列出了物种和 将它们归类为不同的附录，这些附录在比索的控制下受到不同程度的控制。包括鲟鱼。 作为比索下的受管制物种。有关适用于我们和我们业务的规则的更多详细信息，请参阅 标题为《条例》。

关于我们从中国进口的鱼子酱 将中国鲟鱼养殖场引入香港，中国鲟鱼养殖场负责向有关当局申请和取得《濒危物种公约》许可证。 中国监管机构；鉴于供应链管理公司负责申请和获得进口许可证 香港渔农自然护理署董事代表我们。需要提交CITES许可证 在鱼子酱被接受到香港领土之前，先到香港海关。截至本招股说明书日期，中国鲟鱼养殖场通过 其海外市场的唯一指定经销商，在中国具有必要的进出口资格和许可证。我们 已就每批输往香港的鱼子酱取得所需的《濒危物种公约》许可证，以及出口和转口许可证。 孔令辉。关于我们从香港出口鱼子酱到国外的问题，我们已经聘请了供应链管理公司 向香港渔农自然护理署董事申领转口许可证 代表。

如果中国鲟鱼养殖场或我们 被发现违反了与《濒危物种公约》有关的法律和法规，这类违规行为严重影响了 中国鲟鱼养殖场或我们继续出口鱼子酱，我们的业务运营将受到重大干扰， 财务状况、经营结果和前景可能会受到重大不利影响。

我们确认所有所需的CITES许可证 并且已经收到了我们经营所需的出口和转口许可证。确保第三方遵守适用的 根据许可证和发牌规定，我们采取了下列管制措施：

在中华人民共和国鲟鱼场失败的情况下 为了获得所需的《濒危野生动植物种公约》许可证，货物可能会在清关时出现延误、被当局扣押或退回。在该事件中 如果供应链管理公司未能代表我们获得所需的转口许可证，我们可能面临起诉、罚款和 没收我们的产品。在这种情况下，我们的业务、财务状况、我们的运营结果和前景可能会受到实质性的影响 并受到供应中断和出口失败的不利影响。此外，有关的法律、法规和规章是 可能会被修改和改变。我们无法预测任何这样的变化对鱼子酱行业的总体或未来的影响 尤其是我们的业务。除其他事项外，任何对生产施加进一步限制的立法或法规变化， 加工、进口或出口鱼子酱，可能会扰乱我们的鱼子酱供应或增加我们的合规成本，这可能会对 对我们的业务、财务状况、经营结果和前景产生不利影响。

除了比索和CITES，作为食品供应商， 我们还受到有关产品制造、食品安全、必要的测试和适当的标签和 在香港或海外销售我们的产品。有可能这样的法律和法规是理事机构或解释 这一点可能会随着时间的推移而改变。因此，我们的产品有可能不符合相关理事机构的要求 法律或法规以及任何此类不遵守行为都可能损害我们的业务。未能遵守适用的法规要求 可能导致行政、民事或刑事处罚或罚款、强制性或自愿产品召回、警告、 针对运营的停止令，设施或运营的关闭，任何现有许可证的丢失、吊销或修改， 许可、注册或批准或未能在新的司法管辖区获得额外的许可证、许可、注册或批准 我们打算在哪里开展业务，其中任何一项都可能对我们的业务、声誉、财务状况和运营结果产生负面影响。

我们受制于与以下相关的风险 在香港以外地方采购和制造产品，并在香港以外地区销售我们的产品，这可能会对我们的业务造成不利影响。

我们直接从非香港供应商购买产品 代表了我们在截至2023年12月31日和2022年12月31日的财年购买的几乎所有原材料，我们预计我们将 继续这样做。此外，尽管我们几乎所有的分销商都在香港，但据我们了解，有相当大一部分 我们的许多产品由我们的经销商销往海外。我们将来也可能与国外的经销商签订协议。 来销售我们的产品。所有这些活动都受到与国际销售和分销相关的不确定性的影响，包括：

我们预计每个市场都会有特定的监管 和需要克服的资金障碍，以及这些市场的未来发展，包括与政府政策有关的不确定性 和法规，可能会损害我们的业务。如果我们在失败或延迟的扩展计划上花费大量时间和资源，我们的 声誉、业务和财务状况可能会受到不利影响。

我们的运营、收入和盈利能力 如果我们未能遵守香港及我们须遵守的国际规则，或由于 我们开展业务的国家/地区的法律法规发生了变化。

我们从#年的鲟鱼养殖场采购鱼子酱 中华人民共和国。此外，我们在很大程度上依赖第三方分销商来放置和出口我们的产品到海外市场。 来自香港。因此，我们以及我们的供应商和分销商可能会受到各种香港和外国法律的约束， 适用于食品和鱼子酱贸易的政府法规，包括许多许可证要求、贸易和定价做法， 税收、环境事务、食品安全和其他与采购、制造、储存、标签、营销、 在香港及香港以外的市场宣传、销售、展示、运输、分销及使用我们的产品 我们采购鱼子酱，或我们的产品可能被储存、分发、营销、运输或出售的地方。

我们采购的国家的政府 原材料或我们的经销商销售我们的鱼子酱产品，可能会不时考虑与原材料有关的监管建议， 税收、食品安全和质量、市场和环境法规，如果通过，可能导致分配中断 我们的产品，这反过来可能影响我们的盈利能力。此外，我们无法控制或监控市场或司法管辖区。 我们的分销商在哪里放置或销售我们的产品，而我们与我们的分销商没有任何关于 我们产品在国外市场的经销情况。因此，外国法律法规存在重大不确定性。 在我们或我们的产品可能受到影响的市场或司法管辖区。遵守这些高度不确定的、新的、不断发展的或 修订的税收、环境、食品质量和安全、标签或其他法律或法规，或新的、不断发展的或更改的解释 或执行现有法律或法规，可能会对我们的业务、财务状况或经营业绩产生重大不利影响。

法律或法规要求的变化，如 随着新的食品安全要求和修订后的标签法规，或对现有法律或法规要求的不断变化的解释， 可能导致合规成本、资本支出和其他财务义务增加，从而对我们的业务产生不利影响 或财务业绩。如果我们被发现在我们的分销商销售我们产品的市场上违反了适用的法律法规， 我们可能会受到民事补救措施的影响，包括罚款、禁令、终止必要的执照或许可证，或召回 作为潜在的刑事制裁，其中任何一项都可能对我们的业务产生实质性的不利影响。即使监管机构审查了 不会导致这些类型的决定，它可能会造成负面宣传或印象，可能会损害我们的业务 或者名誉。此外，修改国际贸易政策，包括征收增加的或新的关税、配额或 贸易壁垒，可能会对我们或我们所服务的行业产生负面影响，包括由于相关的不确定性，并可能 对我们的业务、财务状况、经营业绩和现金流产生实质性的不利影响。

此外，我们的国际销售可能是 因违反反洗钱和贸易制裁法以及类似的反腐败和国际贸易而受到不利影响 法律。我们的分销商、供应商、业务合作伙伴或我们的代理商的不当行为，包括非法、欺诈或串通活动 可能会损害我们的品牌和声誉，并对我们的业务和运营结果产生不利影响。并不总是能够识别和识别 阻止这种不当行为，而我们为发现和防止这些活动而采取的预防措施可能并不有效。违反法律或 对此类违规行为的指控，无论是在香港还是在我们的供应商所在的外国或我们的分销商经营的地方， 可能会对我们的声誉造成重大不利影响，扰乱我们的业务，并对我们的经营业绩造成实质性不利影响， 现金流和财务状况。我们的增长战略在一定程度上取决于我们在全球扩张业务的能力。竞争 随着我们的竞争对手扩大其全球业务，以及低成本的本地制造商扩大和改进其 生产能力。然而，某些市场可能具有更大的政治、经济和货币波动性以及更大的脆弱性。 基础设施和劳动力中断，而不是更成熟的市场。如果我们不能成功地管理相关的政治、经济、 监管风险、我们的产品销售、财务状况和经营结果可能会受到实质性和不利的影响。

不能保证我们的客户 将继续向我们下采购订单。

我们所有客户都下订单 根据需要为我们提供服务。我们通常与餐饮相关分销商客户签订分销协议，期限为 一年在合同期内，我们的餐饮相关分销商客户有权就每项产品向我们下订单 我们的产品按单价计算，通常按分销协议中规定的每公斤固定价格商定。那里 不保证我们的餐饮相关分销商客户会与我们续签具有类似条款的框架销售协议， 条件

此外，我们所有的客户都下了采购订单 在我们需要的基础上。不能保证我们的主要客户将来会继续向我们下订单。 如果我们的任何主要客户停止向我们下采购订单，则通过 或要求更优惠的条款和条件、我们的业务、经营结果、财务状况和未来前景 可能会受到不利影响。

我们的四个和三个最大的客户 分别占我们截至2023年12月31日和2022年12月31日的总收入的很大一部分。

我们的收入有很大一部分来自 来自数量有限的主要客户，所有这些客户都是我们的分销商。在截至2022年12月31日的一年中，有四个客户 每一项收入占全年总收入的10%以上，合计约占总收入的82.6% 就这一年而言。这四个客户中有一个是我们的关联方，我们与该关联方的所有交易在 2022年12月31日。我们的前五大客户是新丰(中国)有限公司，占我们销售额的37.4%，Channel Power Limited， 美容保健国际有限公司占销售额的17.7%，占销售额的15%，美容保健 健康国际电子商务有限公司，占销售额的12.5%；母亲自然健康(香港)有限公司，占 占我们销售量的9.4%。在截至2023年12月31日的一年中，有三个客户各自创造了超过我们总收入的10% 在此期间，它们合计约占我们销售额的75.5%。截至年底，我们的三大客户 2023年12月31日为，母亲自然健康(香港)有限公司，占同期销售额的34.5%，新丰(中国)有限公司， A One Marketing Limited占我们销售额的25.0%，占我们销售额的16.5%。

我们不能保证我们的任何主要客户 今后将继续向我们下订单。这些分销商或未来的任何其他大客户可能会 由于其无法预料或控制的原因而影响我们的行为，例如他们的财务状况、业务战略的变化 或运营、我们产品的感知质量以及竞争产品的可用性。不能保证我们的客户 将继续以与过去相同的数量或相同的条件购买其产品。我们的主要客户很少提供 美国有坚定的、长期或短期的批量采购承诺。因此，我们的客户可能会显著减少或停止其业务 在没有通知或没有通知的情况下与我们合作，我们可能会有产品订单有限的时期，同时仍会招致相关费用 负责员工队伍维护、市场营销等一般企业管理费用。我们可能找不到新客户来补充其收入 在采购订单减少或收回在此期间发生的固定成本的期间，这可能会对 对我们的业务、财务状况和经营结果产生不利影响。如果这些主要客户中的任何一个停止 向我们下采购订单或减少他们向我们采购订单的金额、我们的业务、经营结果、财务状况 未来的前景可能会受到不利影响。

任何无法解决重大纠纷的情况 对于我们的任何主要客户，我们的任何关键客户的业务状况(财务或其他方面)的变化，即使是无关的 对我们来说，或者对我们一个或多个最重要的分销商的销售额或预期销售额的损失或减少可能会带来负面影响 影响我们。这些大客户可能寻求通过要求提高效率来利用他们的头寸来提高他们的盈利能力， 更低的价格、更优惠的条款、更多的促销支出，或者专门定制的产品或促销产品，这可能 对我们的业务、经营结果和财务状况有实质性的不利影响。减少对一个或多个主要产品的销售 客户可能会对我们的业务、财务状况和运营结果产生实质性的不利影响。

我们依赖第三方分销商来订购 我们的产品进入市场，我们可能无法控制我们的分销商。

我们的客户主要包括 在食品和饮料行业的分销商中，他们的最终客户是豪华酒店和餐馆。因为我们基本上 通过分销商销售和分销我们的产品，下列任何一种情况都可能导致我们收入的波动或下降 并可能对我们的财务状况和经营业绩造成重大不利影响：

我们可能无法成功地管理我们的 经销商。如果我们的鱼子酱产品对消费者的销售量不能保持在令人满意的水平，我们的经销商可能会 不下或降低他们向我们下的采购订单。对于国际市场，我们完全依赖第三方经销商 才能接触到终端客户。我们在这些市场上的成功几乎完全取决于我们的分销商和物流以及 履行合作伙伴，我们对他们几乎没有控制权。如果总代理商或物流或履行合作伙伴未能履行其 合同服务，由于任何原因，我们可能会失去销售，我们在该市场的竞争能力可能会受到不利影响。该事件的发生 这些因素中的任何一个都可能导致我们产品销量的大幅下降，从而对我们的 财务状况和经营结果。

产品污染和未达到 保持食品安全和一致的质量可能会对我们的品牌、业务和财务业绩产生实质性和不利的影响。

食品安全和质量控制是最重要的 对我们的声誉和业务非常重要，我们面临着固有的食品污染风险和责任索赔。确保食品安全 和质量，我们已经建立了一套全面的标准和要求，涵盖了我们供应链的每个方面，包括 采购、物流、仓储到包装，详见“业务-质量控制”一节。然而， 由于我们的业务规模迅速增长，不能保证我们的质量控制系统将被证明是有效的 或者我们可以及时发现我们的质量控制系统中的任何缺陷。出售供人使用的产品 而消费涉及到最终消费者受伤或患病的风险。这种伤害可能是由于无意中贴错标签、篡改 未经授权的第三方、产品污染或变质、异物、物质、化学品或残留物的存在 在包装、储存、搬运或运输阶段引入。任何我们未能发现或预防的食品污染都可能 对我们鱼子酱产品的质量产生不利影响，这可能导致责任索赔，并由 有关部门。

Furthermore, any instances of food contamination or regulatory noncompliance, whether or not caused by our actions, could compel us, our suppliers, our distributor or our other customers, depending on the circumstances, to recall or withdraw products, suspend production of our products, or cease operations. in accordance with the laws and regulations in the jurisdictions in which we operate our business or distribute our products. Food recalls could result in significant losses due to their associated costs, the destruction of product inventory, lost sales due to the unavailability of the product for a period of time and potential loss of existing distributors or customers and a potential negative impact on our ability to attract new customers and maintain our current customer base due to negative consumer experiences or because of an adverse impact on our brand and reputation. In addition, as a caviar supplier, our product may be subject to targeted, large-scale tampering as well as to opportunistic, individual product tampering. Forms of tampering could include the introduction of foreign material, chemical contaminants and pathological organisms into consumer products as well as product substitution. Food business operators like us, or our distributors, must at all stages of production, sales and distribution within the businesses under their control ensure that foods satisfy the requirements of food related laws and regulations, in particular as to food safety. If we or our distributors do not adequately address the possibility, or any actual instance, of product tampering, we could face possible seizure or recall of our products and the imposition of civil or criminal sanctions, which could materially adversely affect our business, financial condition and results of operations.

Even if a situation does not necessitate a recall or market withdrawal, product liability claims might be asserted against us. While we are subject to governmental inspection and regulations and believe our facilities and those of our suppliers, supply-chain management company, logistic service providers, and the distributors will comply in all material respects with all applicable laws and regulations, there can be no assurance that our caviar supplier, logistic service provider, and distributors will always be able to adopt appropriate quality control systems and meet our quality control requirements in respect of the products or services they provide. Any failure of our caviar supplier, logistic service provider, or distributor to provide satisfactory products or services could harm our reputation and adversely impact our operations. If the consumption of any of our products causes, or is alleged to have caused, a health-related illness or death to a consumer, we may become subject to claims or lawsuits relating to such matters. Even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness or physical harm could cause consumers to lose confidence in the safety and quality of our products.

Furthermore, we currently do not maintain any product liability insurance and may not have adequate resources to satisfy a judgment in the event of a successful product liability claim against us. The successful assertion of product liability claims against us could result in potentially significant monetary damages and require us to make significant payments.

Our business depends to a significant extent upon general economic conditions, consumer demand, preferences and discretionary spending patterns.

Our success is, and will continue to be, dependent on our ability to select, source and sell quality caviar products. However, there is no assurance that we will always succeed in selecting and sourcing quality caviar supplies that cater to the preferences and needs of consumers or achieve anticipated sales at competitive prices.

As our caviar products are served at places such as menu-driven high-end restaurants, fine dining establishments, private clubs, hotels, caterers and specialty food stores, our business is significant exposed to the volatility of the general economic conditions and reductions in disposable income levels and discretionary consumer spending. Consumers’ willingness to purchase our caviar products may fluctuate as a result of changes in national, regional or global economic conditions, disposable income, discretionary spending, lifestyle choices, public perception of caviar, publicity of our caviar products or our competitors. Future economic conditions such as employment levels, business conditions, housing, interest rates, inflation rates, energy and fuel costs and tax rates could reduce consumer spending or change consumer purchasing habits. The demand for our caviar products may be adversely affected from time to time by economic downturns.

If the weak economy continues for a prolonged period of time or worsens, the consumers may choose to spend discretionary money less frequently which could result in a decline in consumers’ purchases of luxury food items, particularly in more expensive restaurants or more expensive food items, and, consequently, the businesses of our target customers by, among other things, reducing the frequency with which our customers’ customers choose to order luxury food items or the amount they spend on meals while dining out. If our customers’ sales decrease, our profitability could decline. Moreover, if the negative economic conditions persist for an extended period of time, consumers might ultimately make long-lasting changes to their discretionary spending behavior, including dining out less frequently on a permanent basis. Accordingly, adverse changes to consumer preferences or consumer discretionary spending, each of which could be affected by many different factors which are out of our control, could harm our business, financial condition or results of operations. Our continued success will depend in part upon our ability to anticipate, identify and respond to changing economic and other conditions and the impact that they may have on discretionary consumer spending. If we fail to successfully adapt our business strategy, brand image and product portfolio to changes in market trends or shifts in consumer preferences and spending patterns, our business, financial conditions and results of operations may be materially and adversely affected.

Failure to compete effectively may adversely affect our market share and profitability.

The industry we operate in is competitive with respect to, among other things, brand recognition, consistent quality, services and prices. Our competitors include a variety of regional, national and international caviar suppliers. Furthermore, new competitors may emerge from time to time, which may further intensify the competition. Increased competition may reduce our margins and market share and impact brand recognition, or result in significant losses. When we set prices, we have to consider how competitors have set prices for the same or similar products. When they cut prices or offer additional benefits to compete with us, we may have to lower our own prices or offer additional benefits or risk losing market share, either of which could harm our financial conditions and results of operations.

Some of our current or future competitors may have longer operating histories, greater brand recognition, better supplier relationships, larger customer bases, more comprehensive distribution network, better access to consumers, higher penetration in certain regions or greater financial, technical or marketing resources than we do. In addition, some of our competitors may be able to secure more favorable terms from suppliers, devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing policies and devote substantially more resources to secure more caviar supplies or to their digitalized supply chain management system. We cannot assure you that we will be able to compete successfully against current or future competitors, and competitive pressures may have a material and adverse effect on our business, financial conditions and results of operations.

Our ability to effectively compete will depend on various factors, including expansion of our global market presence, enhancement of our sales and marketing activities, expansion of product portfolio and customer base. Failure to successfully compete may prevent us from increasing or sustaining our revenue and profitability and potentially lead to a loss of market share, which could have a material and adverse effect on our business, financial conditions and results of operations.

Our business depends significantly on the market recognition of our trademarks and brand names. Any damage to our trademarks, brand names or reputation, or any failure to effectively promote our brands, could materially and adversely impact our business and results of operations.

We believe that the market recognition of our trademarks and brand names among our customers have contributed significantly to the growth and success of our business. Therefore, maintaining and enhancing the recognition and image of our brands is critical to our ability to differentiate our caviar products and to compete effectively. Nevertheless, whether we are able to maintain and enhance the recognition and image of our brands is subject to our ability in:

In the event consumers perceive or experience a reduction in the quality of our products or service, or consider in any way that we fail to deliver quality products consistently, our brand value could suffer, which could have a material and adverse effect on our business.

Furthermore, our established brand recognition may attract imitators who intentionally use highly similar trademarks, trade names and/or logos with ours to mislead potential consumers, which may significantly harm our reputation and brand image, thereby causing a decline in our financial performance, reduction in our market share, as well as an increase in the amount of resources for our anti-counterfeiting efforts. We cannot assure you that our measures will provide effective prevention and any infringement act could adversely affect our reputation, results of operations and financial condition.

We may not be able to adequately protect our intellectual properties, or we may be subject to intellectual property infringement claims or other allegations by third parties, either of which could adversely affect our business and operations.

We rely on a combination of trademarks, copyrights, trade secrets and other intellectual property laws to protect our trademarks, copyrights, trade secrets and other intellectual property rights. As at the date of this prospectus, we have registered trademarks in Hong Kong, Macau and the PRC, respectively.

We cannot ensure that third parties will not infringe our intellectual property rights. We may, from time to time, have to initiate litigation, arbitration or other legal proceedings to protect our intellectual property rights. Regardless of the judgment, such process would be lengthy and costly as well as divert management’s time and attention, thereby resulting in material and adverse impacts on our business, financial conditions and results of operations.

Conversely, there is also a risk that third parties may bring a claim against us for infringing their intellectual property rights, thereby requiring us to defend or settle any related intellectual property infringement allegations or disputes. Defending against such claims could be costly, and if we are unsuccessful in defending such claims, we may be prohibited from continuing to use such proprietary information in the future, or may be compelled to pay damages, royalties or other expenses for the use of such proprietary information. Any of the above could negatively affect our sales, profitability, business operations and prospects.

Failure by our supply chain service or transportation providers or distributors to deliver our raw materials to us or our products to customers on time or at all could result in lost sales.

Historically and as of the date of prospectus, we have engaged Sunfun (China) Limited (“Sunfun China”), a supply chain management company in Hong Kong as the principal transportation provider for the delivery of finished products to our distributors and the shipment of caviar to our food processing factory through cold-chain. Our utilization of the third-party supply chain and transportation services is subject to risks, including the effects of health epidemics or pandemics or other contagious outbreaks, such as the COVID-19 pandemic, any shortage of drivers and workers, increases in fuel prices, which would increase our shipping costs, employee strikes, labor shortages, failure to meet customer standards, and severe weather conditions and natural disasters such as fires, floods, typhoon, storms, or earthquakes. These risks may impact the ability of Sunfun China or other supply chain and transportation services providers to provide logistics and transportation services that adequately meet our shipping needs. If Sunfun China or other supply chain and transportation services providers were to fail to deliver raw materials to us in a timely manner, or fail to deliver our products to our customers in a timely manner, we might be unable to meet customer and consumer demands for our products.

Furthermore, notwithstanding we have implemented comprehensive set of operation manual and technical protocols with respect to temperature, hygiene and physical conditions for caviar in transit, we cannot assure you that Sunfun China or any other supply chain management company we may engage would follow strictly, and the services provided by the supply chain management company may be interrupted, suspended or cancelled due to unforeseen events, which could cause the rotting of our caviar products and increase our loss rate.

Although we do not rely on Sunfun China for transportation services, and Sunfun China’s transportation and supply chain services is provided on an as-needed basis, Sunfun has been historically and currently responsible for a significant portion of our shipping needs. Any disruption in our relationship with Sunfun China or the ability of Sunfun China to fulfill its services could affect our business. We may change to other third-party transportation providers at any time, but we could incur costs and expend resources in connection with such change, and we may not be able to obtain terms as favorable as those we receive from Sunfun China, which in turn would increase our costs and adversely affect our business. Any failure of Sunfun China or other third-party transportation provider to deliver raw materials or finished products in a timely manner could harm our reputation, negatively impact our customer relationships, and have a material adverse effect on our financial condition or results of operations.

For our international markets, we depend exclusively on the distributors to reach our customers. Our success in these markets depends entirely upon the efforts of our distributors and their logistics and fulfillment services supplier, over whom we have no control. If a distributor or logistics or fulfillment service provider, fails to fulfill its contracted services, for any reason, we could lose sales and our ability to compete in that market may be adversely affected.

Our caviar products are processed in our single food processing facility and any damage to or disruption at this facility would materially and adversely affect its business, financial condition and results of operations.

We process substantially all of our products at a single food processing factory leased from and operated by Sunfun China, the supply chain management service provider we have engaged since 2021. Any facility disruption, equipment failures, natural disaster, fire, power interruption, pandemic, work stoppage (such as due to a COVID-19 outbreak or otherwise), regulatory or food safety issue or other problem at this facility would significantly disrupt our ability to process and deliver our products and operate its business. The facility and equipment is costly and may require substantial time to replace or repair if necessary. During such time, we may not be able to find suitable factory to replace the output from our facility on a timely basis or at a reasonable cost, if at all. We may also experience facility shutdowns or periods of reduced production because of regulatory issues, equipment failure or delays in deliveries. Any such disruption or unanticipated event may cause significant interruptions or delays in our business. Any disruption in the operation of our facility, or damage to a material amount of our equipment or inventory, would materially and adversely affect our business, financial condition and results of operations.

We do not own any real properties. The lease agreement for our food processing factory has a term of 18 months and may be renewed upon mutual agreement. The current lease with Sunfun China commenced from February 11, 2023 and until September 10, 2024. There is no assurance that such tenancy agreement will not be terminated before its expiration or will be renewed on commercially favorable terms. In the event that the tenancy agreement is terminated or not renewed, our business and operation may be interrupted and adversely affected as we will have to relocate our food processing factory to other premises. In the event that we fail to relocate our food processing factory to suitable alternative premises in a timely manner or at all, our business operations, financial position, results of operations and reputation would be adversely affected. Even if we are able to relocate our food processing factory to an alternative premises, such relocation will incur relocation costs, which may be substantial and in turn adversely affect our financial conditions. Besides, in the event that our rental expenses for the food processing factory increase, our operating expenses will increase which will in turn materially and adversely affect our business, results of operations and prospects.

We currently rely on third-party supply chain management company to operate the food processing factory and provision of labor for product packaging. Any failure to adequately store, maintain and deliver our products could materially adversely affect our business, reputation, financial condition, and operating results.

Our ability to adequately process, store, maintain, and deliver our caviar products is critical to our business. We contract with third-party supply chain management company, to operate of our food processing factory and to provide labor for packaging and delivery services for our products. As of the date of Prospectus, we have contracted Sunfun China to operate the aforesaid activities on our behalf. In order to maintain the quality, safety and freshness of our caviar products, the food processing factory is equipped with temperature control system that mandates a prescribed temperature range. Any unexpected and adverse changes in the optimal storage conditions of our food processing factory may expedite the deterioration of such products and in turn heighten the risk of inventory obsolescence or exposure to litigation matters. Any failure by Sunfun China or the third-party supply chain management business partner to adequately store, maintain, or transport our products could negatively impact the safety, quality and merchantability of our products and the experience of our customers. The occurrence of any of these risks could materially adversely affect our business, reputation, financial condition, and operating results. In the event of extended power outages, labor disruptions, natural disasters or other catastrophic occurrences, failures of the temperature control system systems in the food processing factory, warehouses or delivery vehicles, or other circumstances, our inability to store inventory at the controlled temperatures could result in significant product inventory losses, as well as increased risk of food-borne illnesses and other food safety incidents.

Further, we rely on the supply chain management company for the provision of labor for carrying out product packaging at our food processing factory. There is no guarantee that the supply chain management company will be able to supply stable labor force or continue to supply labor at fees acceptable to us or our relationship with them could be maintained in the future. Any disruption, delay or inability of the supply chain management company in supplying processing labor to us may materially and adversely affect our business, results of operations, financial conditions and prospects.

There is no assurance that the quality of works provided by the processing labor from the supply chain management company can fulfil the requirements of us or our customers. We may not be able to monitor the performance of the processing staff supplied by the supply chain management company as directly and efficiently as with our own labor, thereby exposing us to the risks associated with non-performance, late performance or sub-standard performance of the processing staff. Since we remain accountable to our customers for the performance of the processing staff, we may incur additional costs or be subject to liability under the relevant contracts between us and our customers for the processing staff’s unsatisfactory performance, thereby resulting in material adverse impacts on our reputation, business operation and financial position.

Failure to maintain and renew the food factory license for our food processing factory premises may materially and adversely our business and results of operations.

Pursuant to section 31(1) of the Food Business Regulation (Chapter 132X of the Laws of Hong Kong) (“FBR”), no person shall carry on or cause, permit or suffer to be carried on any food factory business except under and in accordance with a food factory license from the Food and Environmental Hygiene Department of Hong Kong (the “FEHD”), which is required for the food business involving the preparation of food for sale for human consumption off the premises.

The FEHD may grant a provisional food factory license to a new applicant who has fulfilled the basic requirements in accordance with the FBR pending fulfilment of all outstanding requirements for the issue of a full food factory license. A provisional food factory licenses is valid for a period of six months or lesser and a full food factory license is valid generally for a period of one year, both subject to payment of the prescribed license fees and continuous compliance with the requirements under the relevant legislation and regulations. A provisional food factory license is renewable once and a full food factory license is renewable annually.

We have leased a food processing factory located in Tsuen Wan, Hong Kong from the supply chain management company for carrying out the packaging and labelling of our caviar products. The food processing factory has obtained a full food factory license from the Food and Environmental Hygiene Department of Hong Kong which is essential for food business involving the preparation of food for sale for human consumption off the premises. The license is valid for one year from April 18, 2024 to April 17, 2025, subject to further renewal. In compliance with the FBR, we rely on the landlord of our food processing factory premises to apply for, maintain and renew the food factory license from the FEHD for the operation of our food processing factory premises. There is no assurance that our food processing factory premises will obtain the required food factory license. If we or the landlord fails to comply with the applicable requirements or any required conditions, the food factory license may be suspended, cancelled or denied renewal upon its expiry, which could result in disruption to our ongoing business and thereby materially and adversely affect our business, financial position, results of operations and prospects. We may also be liable to fines and/or other legal consequences for failure to obtain the necessary approvals, licenses and permits, which may materially and adversely affect our business and results of operations.

Failure to manage our inventory effectively could increase our loss rate, lower our profit margins, or cause us to lose sales, either of which could have a material adverse effect on our business, financial conditions and results of operations.

Managing our inventory effectively is critical to the success of our business. Since caviar is perishable in nature, if we fail to manage our inventory effectively, we may be subject to a heightened risk of inventory obsolescence, a decline in inventory values, and significant inventory write-downs or write-offs. Moreover, we may be required to lower sale prices in order to reduce inventory level, which may lead to lower gross margins. These factors may materially and adversely affect our results of operations and financial conditions. Further, we are exposed to inventory risks as a result of a variety of factors beyond our control, including changes in consumer preferences or economic conditions, uncertainty of market acceptance of new caviar products, etc. We cannot assure you that there will not be under-stocking or over-stocking of inventory.

We are subject to credit risk in relation to the collectability of our trade receivables from customers.

We generally grant a credit period of 30 to 60 days to our customers. We cannot assure you that our customers will make payment in full to us on a timely basis. Delays in receiving payments from or non-payment by our customers may result in pressure on our cash flow position and our ability to meet our working capital requirements. Our liquidity and cash flows from operations may be materially and adversely affected if our collection periods lengthen further or if we encounter any material defaults of payment, or provisions for impairment, of our trade receivables from customers. Should these events occur, we may be required to obtain working capital from other sources, such as from third-party financing, in order to maintain our daily operations, and such financing from outside sources may not be available at acceptable terms or at all.

We may not be able to maintain our historical growth rates or gross profit margins, and our operating results may fluctuate significantly. If our results fall below market expectations, the trading price of our Ordinary Shares may be affected.

We have experienced significant growth in our revenue and gross profit in the past years. We cannot assure you that we will be able to maintain our revenue growth or gross profit margins at historical levels, or at all. Moreover, our operating results may fluctuate significantly as a result of numerous factors, many of which are outside of our control. These factors include, among others:

Any negative publicity regarding our Company, management team, employees or products, regardless of its veracity, could adversely affect our business.

As a fast-growing supplier of luxury caviar products, our image is highly relevant to the public’s perception of us as a business in entirety, which includes not only the quality, safety and competitiveness of our products, but also our corporate management and culture. We cannot guarantee that no one will, intentionally or incidentally, distribute information about us, especially regarding the quality and safety of our products or our internal management matters, which may result in negative perception of us by the public. Any negative publicity about us, management team, employees or products, regardless of veracity, could lead to potential loss of consumer confidence or difficulty in retaining or recruiting talent that is essential to our business operations. As a result, our business, financial conditions, results of operations, reputation and prospects may be materially and adversely affected.

We may incur higher costs in connection with our branding and marketing efforts, and some marketing campaigns may not be effective in attracting or retaining consumers.

We are dedicated to enhancing our brand awareness. As part of our sales and marketing efforts, we have proactively participated in food expo and set up pop-up stores across the world. We have also collaborated with famous food bloggers and used different online platforms and media coverage to promote and strengthen the publicity of our products. We regularly invite chefs of notable hotels and restaurants to our tasting events. However, we cannot guarantee that our marketing efforts will be well received by customers and result in higher sales. In addition, marketing trends and approaches in the caviar market are evolving, which requires us to enhance our marketing approaches and experiment with new marketing methods to keep pace with industry developments and consumer preferences. Failure to refine our marketing approaches or to adopt new, more cost-effective marketing techniques could negatively affect our business, growth prospects and results of operations.

We have limited insurance to cover our potential losses and claims.

We purchase and maintain insurance policies that we believe are customary with the standard commercial practice in our industry and as required under the relevant laws and regulations. However, we cannot guarantee that our insurance policies will provide adequate coverage for all the risks in connection with our business operations. Consistent with customary practice in the caviar industry, we do not carry any business interruption, product liability, or litigation insurance. If we were to incur substantial losses and liabilities that are not covered by our insurance policies, we could suffer significant costs and diversion of our resources, which could have a material and adverse effect on our financial conditions and results of operations. We may be required to bear our losses to the extent that our insurance coverage is insufficient.

We are subject to risks relating to litigation and disputes, which could adversely affect our business, prospects, results of operations and financial conditions, and may face significant liabilities as a result.

We may be subject to litigation, disputes or claims of various types brought by our competitors, suppliers, customers, employees, business partners, lenders or other third parties. We cannot assure you that we will not be subject to disputes, complaints or legal proceedings in the future, which may damage our reputation, evolve into litigations or otherwise have a material adverse impact on our reputation and business.

Should any future claims against us fall outside the scope and/or limit of insurance coverage, our financial position may be adversely affected. Regardless of the merits, legal proceedings can be time-consuming and costly, and may divert our management’s attention away from our business operation, thereby adversely affecting our business operation and financial position. Legal proceedings which result in unfavorable judgment against us may cause financial losses and damages to our reputation, thereby materially and adversely affecting our business, financial position, results of operations and prospect.

Our business and reputation may be affected by product liability claims, litigation, complaints or adverse publicity in relation to our products.

As the caviar products we sell are for human consumption, there is an inherent health risk which may result from tampering by unauthorized third parties, or product contamination or degeneration, including the presence of foreign contaminants, chemicals, substances or other agents or residues during the various stages of farming, processing and transportation.

Litigation and complaints from consumers or government authorities concerning product quality, health or other issues may affect our industry as a whole and may cause consumers to avoid consuming the caviar products that we sell. Any litigation or adverse publicity surrounding any of these allegations may negatively affect our businesses, regardless of whether the allegations are true, thereby discouraging consumers from buying our products. We may also become party to various other lawsuits, claims, and other legal proceedings arising in the normal course of business, which may include lawsuits, claims, or other legal proceedings relating to the marketing and labeling of products or brand, intellectual property, contracts, product recalls or withdrawals, employment matters, environmental matters, or other aspects of our business. Even when lawsuits, claims, and other legal proceedings are not merited, the defense of lawsuits and claims divert the attention of management and other personnel and may result in adverse publicity about our products and brand, and we may incur significant expenses in defending these lawsuits and claims. In connection with claims, litigation or other legal proceedings, we may be required to pay damage awards or settlements or become subject to injunctions or other equitable remedies, which could have a material adverse effect on our financial position, cash flows, or results of operations. Certain claims may not be covered by insurance or certain covered claims may exceed applicable coverage limits, or one or more of our insurance carriers could become insolvent. The outcome of litigation is often difficult to predict and the outcome of pending or future litigation may have a material adverse effect on our financial position, cash flows, or results of operations. Adverse publicity about regulatory or legal action against us or adverse publicity about our products (including the resources needed to produce them) could damage our reputation and brand image, undermine consumer confidence, and reduce demand for our products, even if the regulatory or legal action is unfounded or not material to our operations or even if the adverse publicity regarding our products is unfounded.

Moreover, unfavorable studies or media reports (including those regarding the health impact of caviar) may have a negative impact on the public perception of caviar, whether or not the claims are accurate. We cannot guarantee that our products will not cause any health-related illnesses or injury in the future, or that we will not be subject to claims or litigation relating to such matters. If any of the above were to occur, our sales could be negatively impacted, which could have a material and adverse effect on our business, financial conditions, results of operation and prospects.

We may not be able to obtain finance from time to time to fund our operations and maintain growth.

In order to fund our operations and maintain our growth or expand our business, we may need to obtain future funding including equity financing or banking facilities from our banks from time to time. However, we may face the limitation of not having sufficient amount of security or pledge to secure additional debt financing. Further, there may be occasions where we are unable to obtain financing at commercial terms favorable or acceptable to us or at all. If these circumstances arise, our business, results of operations, and growth could be compromised.

Our growth prospects may be limited if we do not successfully implement our future plans and growth strategy.

Our growth is based on assumptions of future events which include (a) the continuous growth in the caviar industry; (b) our ability in further expanding our global market presence; (c) our ability in strengthening our sales and marketing activities; (d) expansion in our sources of caviar as well as product portfolio; and (e) expansion in our customer base. Furthermore, our future business plans may be hindered by other factors that are beyond our control, such as competition within the caviar industry and market conditions. Therefore, there is no assurance that any of our future business plans will materialize within the planned timeframe, or that our objectives will be fully or partially accomplished.

Our prospects must be considered in light of the risks and challenges which we may encounter in various stages of the development of our business. If the assumptions which underpin our future plans prove to be incorrect, our future plans may not be effective in enhancing our growth, in which case our business, financial conditions and results of operations may be adversely affected.

We may grow, in part, through acquisitions, which involve various risks, and we may not be able to identify or acquire companies consistent with our growth strategy or successfully integrate acquired businesses into our operations.

We may intend to pursue opportunities to expand our business by acquiring other companies in the future. Acquisitions involve risks, including those relating to:

Acquisitions also may affect our short-term cash flow and net income as we expend funds, potentially increase indebtedness and incur additional expenses. If we are not able to identify or acquire companies consistent with our growth strategy, or if we fail to successfully integrate any acquired companies into our operations, we may not achieve anticipated increases in revenue, cost savings and economies of scale, our operating results may actually decline and acquired goodwill and intangibles may become impaired.

We are dependent on our senior management team and other key employees, and the loss of any such personnel could materially and adversely affect our business, operating results and financial conditions.

We believe that our performance and success is, to a certain extent, attributable to the extensive industry knowledge and experience of our key executives and personnel. Our continued success is dependent, to a large extent, on the ability to attract and retain the services of the key management team. However, competition for key personnel in our industry is intense. We may not be able to retain the services of our directors or other key personnel, or attract and retain high-quality personnel in the future. If any of our key personnel departs from us, and we are not able to recruit a suitable replacement with comparable experience to join us on a timely basis, our business, operations and financial conditions may be materially and adversely affected.

Acts of God, acts of war, epidemics and other disasters could materially and adversely affect our business.

Our business is subject to the general and social conditions in Hong Kong, the PRC and other jurisdictions in or to which our caviar products are grown, produced, distributed or consumed. Natural disasters, epidemics, acts of God and other disasters that are beyond our control could adversely affect the economy, infrastructure and livelihood of the people of such jurisdictions. Our business, results of operations and financial conditions could be adversely affected if these natural disasters occur. Moreover, political unrest, wars and terrorist attacks may cause damage or disruption to us, our employees, suppliers or customers, any of which could adversely affect our business, results of operations, financial conditions or share price. Potential war or threat of terrorist attacks may also cause uncertainty and cause our business to suffer in ways that we cannot currently predict. We cannot control the occurrence of these catastrophic events and our business operations will at the times be subject to the risks of these uncertainties.

Any future occurrence of force majeure events, natural disasters or outbreaks of contagious diseases, including the COVID-19 outbreak, may materially and adversely affect our business, financial conditions and results of operations.

Any future occurrence of force majeure events, natural disasters or outbreaks of epidemics and contagious diseases, including avian influenza, severe acute respiratory syndrome, H1N1 influenza, Ebola virus and the recent COVID-19 outbreak in Hong Kong, the PRC and other jurisdictions in or to which our caviar products are grown, produced, distributed or consumed may materially and adversely affect our business, financial conditions and results of operations. An outbreak of an epidemic or contagious disease or other adverse public health developments in the world could result in a widespread health crisis and restrict the level of business activities in affected areas, which may, in turn, materially and adversely affect our business.

Since late 2019, the outbreak of a novel strain of coronavirus named COVID-19 has resulted in a high number of fatalities and materially and adversely affected the global economy. Widespread lockdowns, closure of work places, restrictions on mobility and travel were implemented by governments of different countries to contain the spread of the virus.

We cannot assure you that any future occurrence of natural disasters or outbreaks of epidemics and contagious diseases, or the measures taken by the government of different countries in response to such contagious diseases will not seriously disrupt our operations or those of our customers or suppliers, which may materially and adversely affect our business, financial conditions and results of operations.

Technology failures or security breaches could disrupt our operations and negatively impact our business.

In the normal course of business, we rely on information technology systems to process, transmit, and store electronic information. For example, we utilize information technology to communicate with the supplier, logistic services provider, and distributors, and to manage our production and distribution facilities and inventory. Information technology systems are also integral to the reporting of our results of operations. Furthermore, a significant portion of the communications between, and storage of personal data of, our personnel, customers, and suppliers depend on information technology, including social media platforms.

Our information technology systems may be vulnerable to a variety of interruptions due to events beyond our control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers, and other security issues. These events could compromise our confidential information, impede, or interrupt our business operations, and may result in other negative consequences, including remediation costs, loss of revenue, litigation and reputational damage. Furthermore, if a breach or other breakdown results in disclosure of confidential or personal information, we may suffer reputational, competitive and/or business harm. While we have implemented administrative and technical controls and taken other preventive actions to reduce the risk of cyber incidents and protect our information technology, they may be insufficient to prevent physical and electronic break-ins, cyber-attacks, or other security breaches to our computer systems, which could have a material adverse effect on our business, financial condition or 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 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, use, sharing, retention, security, disclosure, and transfer of confidential and private information, such as personal information and other data. These laws and regulations, such as the Data Protection Act (As Revised) of the Cayman Islands, 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 non-compliance 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 conditions, and results of operations.

Fluctuations in exchange rates could result in foreign currency exchange losses, which may adversely affect our financial conditions, results of operations and cash flows.

We sourced our caviar from the PRC, hence a substantial portion of our purchases were denominated in RMB. Meanwhile, the sales to our customers were billed and settled in HKD. Therefore, we are exposed to foreign exchange risks. The value of HKD against RMB and other currencies may fluctuate and is affected by, among other factors, the policies of the PRC government and changes in the PRC’s and international political and economic conditions. As we did not enter into any formal hedging policy, foreign currency exchange contracts or derivative transactions, we are exposed to foreign currency fluctuations. Any appreciation or depreciation of RMB relative to HKD would affect our financial results.

Further, it is difficult to predict how market forces or Hong Kong, Mainland China, the U.S. or other government policies may impact the exchange rate among HKD, RMB, USD and other currencies in the future. Moreover, fluctuation in the exchange rate will affect the relative value of earnings from and the value of any foreign currency-denominated investments we make in the future. Should we face significant volatility in these foreign exchange rates and we cannot procure any specific foreign exchange control measures to mitigate such risks, our results of operations and financial performance shall be adversely affected.

We may be affected by the currency peg system in Hong Kong.

Since 1983, Hong Kong dollars have been pegged to the US dollars at the rate of approximately HKD7.8 to USD1.0. We cannot assure you that this policy will not be changed in the future. If the pegging system collapses and HKD suffer devaluation, the HKD cost of our expenditures denominated in foreign currency may increase. This would in turn adversely affect the operations and profitability of our business.

Risks Related to Our Corporate Structure

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated in the Cayman Islands.

We are an exempted company incorporated under the laws of the Cayman Islands. We conduct our operations outside the United States and substantially all of our assets are located outside the United States. In addition, substantially all of our directors and executive officers named in this prospectus reside outside the United States, and most of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon our Directors or officers or to enforce judgments obtained in the United States courts against our Directors and officers. For further information regarding the relevant laws of the Cayman Islands and Hong Kong, please refer to the section titled “Regulations”.

Our corporate affairs are governed by our memorandum and articles of association (as may be amended from time to time), the Companies Act (Revised) of the Cayman Islands (the “Companies Act”) and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our Directors to us under the Cayman Islands laws are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the English common law, which has persuasive, but not binding authority, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under the Cayman Islands laws 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 Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

We have been advised by our Cayman Islands legal counsel, Ogier, that there is uncertainty as to whether the courts of the Cayman Islands would:

There is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign judgment, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment:

Subject to the above limitations, in appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions.

Shareholders of Cayman Islands companies like us have no general rights under the Cayman Islands laws to inspect corporate records, other than the memorandum and articles of association and any special resolutions passed by such companies, and the registers of mortgages and charges of such companies or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our memorandum and articles of association (as may be amended from time to time) to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. Currently, we do not plan to rely on home country practice with respect to our corporate governance. However, if we choose to follow the Cayman Islands’ practice in the future, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

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 Shareholders 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 Companies Act and the laws applicable to companies incorporated in the United States and their shareholders, please refer to the section titled “Description of Share Capital — Differences in Corporate Law”.

Cayman Islands economic substance requirements may have an effect on our business and operations.

Pursuant to the International Tax Cooperation (Economic Substance) Act, 2018 of the Cayman Islands, or the ES Act, that came into force on January 1, 2019, a “relevant entity” is required to satisfy the economic substance test set out in the ES Act. A “relevant entity” includes an exempted company incorporated in the Cayman Islands as is our Company. Based on the current interpretation of the ES Act, we believe that our Company is a pure equity holding company since it only holds equity participation in other entities and only earns dividends and capital gains. Accordingly, for so long as our Company is a “pure equity holding company”, it is only subject to the minimum substance requirements, which require us to (i) comply with all applicable filing requirements under the Companies Act; and (ii) has adequate human resources and adequate premises in the Cayman Islands for holding and managing equity participations in other entities. However, there is no assurance that we will not be subject to more requirements under the ES Act. Uncertainties over the interpretation and implementation of the ES Act may have an adverse impact on our business and operations.

We rely on dividends and other distributions on equity paid by our subsidiary to fund any cash and financing requirements we may have. In the future, funds may not be available to fund operations or for other use outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or our subsidiary by the PRC government to transfer cash. Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Ordinary Shares or cause them to be worthless.

We are a holding company incorporated in the Cayman Islands, and we rely on dividends and other distributions on equity paid by our subsidiary for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. We do not expect to pay cash dividends in the foreseeable future. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. If any of the Operating 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. See “Dividend Policy” for more information.

We do not expect to pay cash dividends in the foreseeable future. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. If our Operating Subsidiary 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.

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. The PRC laws and regulations do not currently have any material impact on transfers of cash from Top Wealth Group Holding Limited to our subsidiaries or from our subsidiaries to TW Cayman, our shareholders and U.S. investors. However, the Chinese 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 delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our 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 Ordinary Shares, potentially rendering them worthless.

Risks Related to our Ordinary Shares

We are selling this offering without an underwriter and may be unable to sell any shares.

This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the Ordinary Shares. We intend to sell the Ordinary Shares through Mr. Kim Kwan Kings, WONG, our Chairman of Board of Directors and Chief Executive Officer, to sell the shares directly to the public, with no commission or other remuneration payable to any of them for any shares that are sold by them. They will offer the shares to friends, relatives, acquaintances and business associates, however, there is no guarantee that they will be able to sell any of the shares. None of our officers and directors have any experience conducting a best efforts offering, which decreases the likelihood that the Offering will be successful.

Short selling may drive down the market price of our Ordinary Shares.

Short selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention of buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the shares to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These short attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity, whether such allegations are proven to be true or untrue, we would have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.

 Our management has broad discretion to determine how to use the funds raised in this offering and may use them in ways that may not enhance our results of operations or the price of our Ordinary Shares.

To the extent (i) we raise more money than required for the purposes explained in the section titled “Use of Proceeds” or (ii) we determine that the proposed uses set forth in that section are no longer in the best interests of our Company, we cannot specify with any certainty the particular uses of such net proceeds that we will receive from our public offering. Our management will have broad discretion in the application of such net proceeds, including working capital, possible acquisitions, and other general corporate purposes, and we may spend or invest these proceeds in a way with which our shareholders disagree. The failure by our management to apply these funds effectively could harm our business and financial condition, fail to improve our results of operations, and/or fail to enhance the market price of our Ordinary Shares. Pending their use, we may invest the net proceeds from our public offering in a manner that does not produce income or that loses value. As of the date of this prospectus, our management has not determined the types of businesses that the Company will target or the terms of any potential acquisition.

Our 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 auditor. The delisting of our 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 April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply a minimum offering size requirement for companies primarily operating in a “Restrictive Market”, (ii) adopt a new requirement relating to the qualification of management or board of directors for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.

On May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act (“HFCAA”), requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national securities exchange or in the over-the-counter trading market in the U.S. On December 2, 2020, the U.S. House of Representatives approved the HFCAA. On December 18, 2020, the HFCAA was signed into law.

On March 24, 2021, the SEC announced that it had adopted interim final amendments to implement congressionally mandated submission and disclosure requirements of the HFCAA. The interim final amendments will apply to registrants that the SEC identifies as having filed an annual report on Forms 10-K, 20-F, 40-F or N-CSR with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in that jurisdiction. The SEC will implement a process for identifying such a registrant and any such identified registrant will be required to submit documentation to the SEC establishing that it is not owned or controlled by a governmental entity in that foreign jurisdiction, and will also require disclosure in the registrant’s annual report regarding the audit arrangements of, and governmental influence on, such a registrant.

On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“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 HFCAA. 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 report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions, which determinations were vacated on December 15, 2022.

On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “SOP”) with the China Securities Regulatory Commission and the Ministry of Finance of China. The SOP, together with two protocol agreements governing inspections and investigations (together, the “SOP Agreement”), establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law.

On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong completely in 2022. The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. 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 uncertainties and depends on a number of factors out of our and our auditor’s control. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and is 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 also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed.

Our auditor, Onestop Assurance PAC, the independent registered public accounting firm that issues the audit report for the fiscal years ended December 31, 2023 and 2022, is currently subject to PCAOB inspections and the PCAOB is able to inspect our auditor. Onestop Assurance PAC, headquartered in Singapore, has been inspected by the PCAOB on a regular basis. Our auditor is not headquartered in mainland China or Hong Kong and was not identified in this report as a firm subject to the PCAOB’s determination. Therefore, we believe that, as of the date of this prospectus, our auditor is not subject to the PCAOB determinations.

Our ability to retain an auditor subject to PCAOB inspection and investigation, including but not limited to inspection of the audit working papers related to us, may depend on the relevant positions of U.S. and Chinese regulators. With respect to audits of companies with operations in China, such as the Company, there are uncertainties about the ability of our auditor to fully cooperate with a request by the PCAOB for audit working papers in China without the approval of Chinese authorities. Whether the PCAOB will be able to conduct inspections of our auditor, including but not limited to inspection of the audit working papers related to us, in the future is subject to substantial uncertainty and depends on a number of factors out of our, and our auditor’s, control. If our shares and shares are prohibited from trading in the United States, there is no certainty that we will be able to list on a non-U.S. exchange or that a market for our shares will develop outside of the United States. Such a prohibition would substantially impair your ability to sell or purchase our shares when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our shares. Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects.

The trading price of our Ordinary Shares may be volatile, which could result in substantial losses to you.

From the closing of our initial public offering on April 18, 2024 to [*], 2024, the trading price of our Ordinary Shares has ranged from $3.9700 to $[*] per Ordinary Share. The trading price of our Ordinary Shares can 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 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 Ordinary Shares.

In addition to the above factors, the price and trading volume of our Ordinary Shares may be highly volatile due to multiple factors, including the following:

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

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 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 conditions or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.

In addition, if the trading volumes of our Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Ordinary Shares. This low volume of trades could also cause the price of our Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our 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 Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Ordinary Shares. A decline in the market price of our Ordinary Shares also could adversely affect our ability to issue additional shares of 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 Ordinary Shares will develop or be sustained. If an active market does not develop, holders of our 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 conditions and results of operations.

Our 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.

When our Ordinary Shares are trading on Nasdaq, our Ordinary Shares may be “thinly-traded”, meaning that the number of persons interested in purchasing our 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 came 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 become 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. Broad or active public trading market for our Ordinary Shares may not develop or be sustained.

If securities or industry analysts do not publish or publish inaccurate or unfavorable research about our business, or if they adversely change their recommendations regarding our Ordinary Shares, the market price for our Ordinary Shares and trading volume could decline.

The trading market for our Ordinary Shares will depend in part on the research and reports that securities or industry analysts publish about us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who covers us downgrades our Ordinary Shares or publishes inaccurate or unfavorable research about our business, the market price for our Ordinary Shares would likely decline. If one or more of these analysts cease coverage of the Company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our Ordinary Shares to decline.

As a public company, we are subject to the reporting requirements under the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq, and other applicable securities rules and regulations. As such, meeting these requirements may strain our resources and divert management’s attention.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq, and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and regulations will increase our legal, accounting, and financial compliance costs and investor relations and public relations costs, make some activities more difficult, time-consuming, or costly, and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires, among other things, that we file annual and current reports with respect to our business and operating results as well as proxy statements.

As a result of disclosure of information in the Form 20-F and in filings required of a public company, our business and financial condition are more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business, brand and reputation and results of operations.

Being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

If we cannot satisfy, or continue to satisfy, the continued listing requirements and other rules of the Nasdaq Capital Market, specifically, Nasdaq Listing Rule 5550(a)(2), as we’ve received a notice from the Listing Qualifications Department of Nasdaq on July 30, 2024, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them.

Our securities are listed on the Nasdaq Capital Market. We cannot assure you that our securities will continue to be listed on the Nasdaq Capital Market. In order to maintain our listing on the Nasdaq Capital Market, we are required to comply with certain rules, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional 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 criteria for maintaining our listing, our securities could be subject to delisting.

On July 30, 2024, the Company received a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC notifying the Company that it failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days. If we do not comply with the Nasdaq rules in the future, Nasdaq will provide notice that the Company’s Ordinary Shares will be subject to delisting. The Rules provide the Company a compliance period of 180 calendar days in which to regain compliance. If at any time during this 180 day period the closing bid price of the Company’s security is at least $1 for a minimum of ten consecutive business days, the Staff will provide written confirmation of compliance. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement.

If our securities are subsequently delisted from trading, we could face significant consequences, including:

Our Board of Directors may refuse or delay the registration of the transfer of Ordinary Shares in certain circumstances.

Except in connection with the settlement of trades or transactions entered into through the facilities of a stock exchange or automated quotation system on which our Ordinary Shares are listed or traded from time to time, our Board of Directors may resolve to refuse or delay the registration of the transfer of our Ordinary Shares. Where our directors do so, they must specify the reason(s) for this refusal or delay in a resolution of the board of directors. Our directors may also refuse or delay the registration of any transfer of Ordinary Shares if the transferor has failed to pay an amount due in respect to those Ordinary Shares. If our directors refuse to register a transfer, they shall, as soon as reasonably practicable, send the transferor and the transferee a notice of the refusal or delay in the approved form.

This, however, will not affect market transactions of the Ordinary Shares purchased by investors in a public offering. Where the Ordinary Shares are listed on a stock exchange, the Ordinary Shares may be transferred without the need for a written instrument of transfer, if the transfer is carried out in accordance with the rules of the stock exchange and other requirements applicable to the Ordinary Shares listed on the stock exchange.

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

Sales of substantial amounts of our Ordinary Shares in the public market, or the perception that these sales could occur, could adversely affect the market price of our Ordinary Shares and could materially impair our ability to raise capital through equity offerings in the future. On July 2, 2024, we filed the registration statement on Form F-1 with the SEC (File No. 333-280654) (as amended, the “Resale Prospectus”), which was declared effective on July 23, 2024, for 6 existing shareholders of the Company to register their existing shareholding of an aggregate of 6,840,000 Ordinary Shares to be sold pursuant to the Resale Prospectus. Together with the 2,000,000 Ordinary Shares sold in our initial public offering completed, the 6,840,000 Ordinary Shares registered for the 6 existing shareholders are 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. 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 Ordinary Shares.

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 Ordinary Shares for return on your investment.

Our board of directors has complete discretion as to whether to distribute dividends. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. In either case, all dividends are subject to certain restrictions under the Cayman Islands law, namely that the Company may only pay dividends out of profits or share premium, and provided that under no circumstances may a dividend be paid if this would result in the Company being unable to pay its debts as they fall due in the ordinary course of business. 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 subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our Ordinary Shares will likely depend entirely upon any future price appreciation of our Ordinary Shares. We cannot assure you that our Ordinary Shares will appreciate in value or even maintain the price at which you purchased the Ordinary Shares. You may not realize a return on your investment in our Ordinary Shares and you may even lose your entire investment in our Ordinary Shares.

Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer.

The Nasdaq Listing Rules require listed companies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to, and we may follow home country practice in lieu of the above requirements. The corporate governance practice in our home country, the Cayman Islands, does not require a majority of our board to consist of independent directors. In addition, the Nasdaq Listing Rules also require U.S. domestic issuers to have a compensation committee, a nominating/corporate governance committee and an audit committee. We, as a foreign private issuer, are not subject to these requirements. The Nasdaq Listing Rules may require shareholder approval for certain corporate matters, such as requiring that shareholders be given the opportunity to vote on all equity compensation plans and material revisions to those plans, certain ordinary share issuances. We intend to comply with the corporate governance requirements of the Nasdaq Listing Rules. However, we may, in the future, consider following home country practice in lieu of the requirements under the Nasdaq Listing Rules with respect to certain corporate governance standards which may afford less protection to investors.

Although as a foreign private issuer we are exempt from certain corporate governance standards applicable to U.S. issuers, if we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them.

In order to maintain our listing on Nasdaq, we will be required to comply with certain rules of Nasdaq, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if we initially meet the listing requirements and other applicable rules of Nasdaq, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the criteria of Nasdaq for maintaining our listing, our securities could be subject to delisting, which would have a negative effect on the price of our Ordinary Shares and impair your ability to sell your shares.

If Nasdaq does not list our securities, or subsequently delists our securities from trading, we could face significant consequences, including:

If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer.

We qualify as a foreign private issuer. As a foreign private issuer, we will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. domestic issuers, and we will not be required to disclose in our periodic reports all of the information that U.S. domestic issuers are required to disclose. We may cease to qualify as a foreign private issuer in the future, and consequently, we would be required to fully comply with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer.

As a company incorporated in the Cayman Islands, we are permitted to adopt certain Cayman Islands’ 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 Cayman Islands 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 Cayman Islands, 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. 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.

There can be no assurance that we will not be a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year, which could subject United States investors in our Ordinary Shares to significant adverse United States income tax consequences.

We will be classified as a passive foreign investment company, or PFIC, for any taxable year if either (i) 75% or more of our gross income for such year consists of certain types of “passive” income, or (ii) 50% or more of the value of our assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income (the “asset test”). Based upon our current and expected income and assets, as well as projections as to the market price of our Ordinary Shares, we do not presently expect to be classified as a PFIC for the current taxable year or the foreseeable future.

While we do not expect to be a PFIC, because the value of our assets, for purposes of the asset test, may be determined by reference to the market price of our Ordinary Shares, fluctuations in the market price of our Ordinary Shares may cause us to become a PFIC classification for the current or subsequent taxable years. The determination of whether we will be or become a PFIC will also depend, in part, on the composition and classification of our income, including the relative amounts of income generated by and the value of assets of our future strategic investment business as compared to our other businesses. Because there are uncertainties in the application of the relevant rules, it is possible that the U.S. Internal Revenue Service, or IRS, may challenge our classification of certain income and assets as non-passive which may result in our being or becoming a PFIC in the current or subsequent years. In addition, the composition of our income and assets will also be affected by how, and how quickly, we use our liquid assets and the cash raised in the initial public offering. If we determine not to deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year.

If we are a PFIC in any taxable year, a U.S. Holder (as defined in “Taxation — United States Federal Income Tax Considerations”) may incur significantly increased United States income tax on gain recognized on the sale or other disposition of our Ordinary Shares and on the receipt of distributions on our Ordinary Shares to the extent such gain or distribution is treated as an “excess distribution” under the United States federal income tax rules, and such holder may be subject to burdensome reporting requirements. Further, if we are a PFIC for any year during which a U.S. Holder holds our Ordinary Shares, we will generally continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our Ordinary Shares. For more information see “Taxation — United States Federal Income Tax Considerations — Passive Foreign Investment Company Rules.”

We are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

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

For as long as we remain an “emerging growth company,” as defined in the JOBS Act, we will elect to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Because of these lessened regulatory requirements, our shareholders would be left without information or rights available to shareholders of more mature companies. If some investors find our Ordinary Shares less attractive as a result, there may be a less active trading market for our Ordinary Shares and our share price may be more volatile.

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

We will incur significant legal, accounting and other expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC, Nasdaq Capital Market, impose various requirements on the corporate governance practices of public companies.

Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company,” or until five years following the completion of our initial public offering, whichever is earlier, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, we have been required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We have incurred additional costs in obtaining director and officer liability insurance. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult or costly for us to find qualified persons to serve on our board of directors or as executive officers as a public company. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

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:

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

We expect to receive approximately US$[*] in net proceeds in the aggregate from this Offering, after deducting the estimated offering expenses payable by us and based upon an assumed offering price of US$[*] per Ordinary Share. However, because this is a best-efforts offering and there is no minimum offering amount required as a condition to the closing of this Offering, the actual offering amount, and the net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus.

[A $ 1.00 increase (decrease) in the assumed public offering price of US$[*] per share, would increase (decrease) the net proceeds to us from this Offering by approximately US$[*] million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. A [*] increase (decrease) in the number of shares offered by us, as set forth on the cover page of this prospectus, with the assumed public offering price of US$[*] per share, would increase (decrease) the net proceeds to us from this Offering by approximately US$[*].]

We intend to use the net proceeds of this offering for 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 significant 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 immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

DIVIDEND POLICY

Top Wealth Group Holding Limited has not made any dividends or distributions to U.S. investors as of the date of this prospectus. During the fiscal years ended December 31, 2023 and 2022, no dividends or distribution have been made to date by our subsidiaries.

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.

Our board of directors has complete discretion on whether to distribute dividends, subject to certain restrictions under applicable Cayman Islands laws. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend either out of profit or share premium account, provided that in no circumstances may a dividend be paid if the dividend payment would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to pay dividends, the form, frequency, and amount of future dividend, if any, will depend upon, among other things, our future operations and earnings and cash flow, capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, general financial condition, contractual restrictions, and other factors that the board of directors may deem relevant. Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars. Please see the section titled “Taxation” of this prospectus for information on the potential tax consequences of any cash dividends declared.

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2023:

The pro forma information below is illustrative only, and our capitalization following the completion of this offering is subject to adjustment based on the actual net proceeds to us from the offering. You should read this capitalization table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Use of Proceeds” and the consolidated financial statements and the related notes appearing elsewhere in this prospectus.

DILUTION

If you invest in our Ordinary Shares, your interest will be diluted for each Ordinary Share you purchase to the extent of the difference between the offering price per ordinary share and our net tangible book value per ordinary share after the Offering. Dilution results from the fact that the offering price per ordinary share is substantially in excess of the net tangible book value per ordinary share attributable to the existing shareholders for our presently outstanding Ordinary Shares.

Our net tangible book value as of December 31, 2023 was approximately US$[*], or US$[*] per Ordinary Share. Net tangible book value per ordinary share represents the amount of total tangible assets, minus the amount of total liabilities, divided by the total number of Ordinary Shares outstanding. Our pro forma net tangible book value as of December 31, 2023 was US$[*], or US$[*] per Ordinary Share. Pro forma net tangible book value per share represents pro forma net tangible book value divided by the total number of shares outstanding as of December 31, 2023, after giving effect to the pro forma adjustments described above. Dilution is determined by subtracting net tangible book value per ordinary share from the public offering price per ordinary share.

Without taking into account any other changes in such net tangible book value after December 31, 2023, other than to give effect to our issuance and sale of [*] Ordinary Shares in this Offering at the offering price of US$[*] per ordinary share, after deduction of the estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2023 would have been approximately US$[*] million, or US$[*] per ordinary share, based on an assumed public offering price of US$1.0 per ordinary share, to existing shareholders and an immediate increase in net tangible book value of US$[*], or [*]% per ordinary share, to purchasers of Ordinary Shares in this offering.

The following table illustrates the dilution at the public offering price per ordinary share.

The pro forma information discussed above is illustrative only and will change based on the actual public offering price and other terms of this Offering determined at pricing. Each $[*] increase (decrease) in the assumed public offering price of US$1.0 per ordinary share, would increase (decrease) the pro forma as adjusted net tangible book value per share after this Offering by US$[*] per ordinary share and the increase to new investors purchasing Ordinary Shares in this Offering by US$[*] per ordinary share assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated offering expenses payable by us.

We may also increase or decrease the number of Ordinary Shares we are offering. An increase of [*] Ordinary Shares offered by us would decrease the pro forma as adjusted net tangible book value per share after this Offering by $0.06 and increase the dilution per share to new investors participating in this Offering by US$[*], assuming no change in the assumed public offering price and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. A decrease of [*] Ordinary Shares offered by us would increase the as adjusted net tangible book value per share after this Offering by US$[*] and increase the value per share to new investors participating in this Offering by US$[*] assuming no change in the assumed public offering price and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, on a pro forma basis as of December 31, 2023, the differences between the existing shareholders and the new investors with respect to the number of Ordinary Shares purchased from us in this Offering, the total consideration paid and the average price per ordinary share paid at the assumed public offering price of US$1.0 per ordinary share, before deducting estimated offering expenses.

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 financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks, and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

We are a holding company incorporated as an exempted company under the laws of the Cayman Islands. As a holding company with no material operations of our own, we conduct our substantial operations solely in Hong Kong and have been established since 2009 and diversified into the caviar business in 2021. Since our establishment and up to 2016, we had mainly engaged in trading of sports and related products. We ceased our trading business in 2017 and had been inactive from 2017 to 2021 prior to launching our caviar business.

Headquartered in Hong Kong, we are a fast-growing supplier of luxury caviar products. We are currently specialized in supplying high quality sturgeon caviar. We are one of the major suppliers of caviar in Hong Kong being able to secure a long-term and exclusive supply of caviar raw products from sturgeon farm.

Since we established our caviar business in August 2021, we had supplied caviar to our customers under their brand labels (i.e. private labelling) or without brand labels. Subsequently in November 2021, we established our own caviar brand, “Imperial Cristal Caviar”, and started selling caviar under our own brand as well. With its exquisite package design, our branded caviar is ideal to be presented as both culinary delights and festive gifts. Imperial Cristal Caviar has continuously achieved tremendous sales growth since its launch in the market.

Our customers primarily and substantially include food and beverage (“F&B”) related distributors. We have strategically focused on business-to-business sales (B2B) which would allow us access to our customers’ sales network and consumer base that helps us maximize the reach of our products swiftly and effectively. As our caviar products gain popularity worldwide, our customer base has continuously expanded as a result of customers’ referral and our marketing efforts.

Recent Trends and Initiatives

The growth of high-net-worth individuals, technological development and supportive policies are projected to collaboratively drive the prosperity of global caviar market.

Stimulated by the expanding demands, the trend of brand-building and the springing up of China’s market, the global caviar market will see continuous growth in the following years.

Key Factors Affecting Our Business

We believe that our performance is principally affected by the following key factors:

Downstream consumption demands to be extensive and diversified: As caviar is proven to be an excellent source of omega-3 and six fatty acids, and other vitamins and minerals, the nutrition benefits of caviar got highly recognized by the market worldwide. The diversification of downstream consumption demands is expanding the caviar’s application in the nutraceutical, cosmeceutical and pharmaceutical industries.

Currently, except for food garnish and other edible uses, caviar is gradually applied for skin moisturizing, skin texture improvement and obesity treatment, etc. This wide range of benefits for caviar in the cosmetic and pharmaceutical sectors is projected to continue to boost demand in the future years.

How We Assess the Performance of Our Business

In assessing the performance of our business, we consider a variety of performance and financial measures. The key measures used by our management are discussed below. The percentages on the results presented below are calculated based on the rounded numbers.

Net Sales

Net sales is equal to gross sales minus sales returns as well as any sales incentives that we offer to our customers, such as rebates and discounts that are offsets to gross sales, and certain other adjustments. Our net sales are driven by changes in case volumes, product inflation prior to pricing of our products, and mix of products sold.

Gross Profit

Gross profit is equal to our net sales minus our cost of goods sold. Cost of goods sold primarily includes inventory costs (net of supplier consideration) and inbound freight. Cost of goods sold generally changes as we incur higher or lower costs from our suppliers and as our customer and product mix changes.

Results of Operations

Comparison of the Year Ended December 31, 2023 and December 31, 2022

The following financial data are derived from, and should be read in conjunction with, our consolidate financial statements for the year ended December 31, 2023.

A summary of the Company’s operating results for the year ended December 31 2023 and 2022 are as follows:

Our revenue increased by USD8,430,358, or 99%, from USD8,512,929 for the year ended December 31, 2022 to USD16,943,287 for the year ended December 31, 2023, primarily due to the addition of new customers and also increased orders from some existing customers based on the increased popularity of caviar consumption in the fine dining industry. Also, we started trading of fine wine in 2023, which contributed revenue of US$4,460,092, compared to Nil in 2022. An analysis is set out below:

Cost of sales

Our cost of sales mainly comprised of purchase costs for caviar and wine. For the year ended December 31, 2023, our cost of sales amounted to USD11,556,006, an increase of USD7,246,259, or 168%, from USD4,309,747 for the year ended December 31, 2022. This increase was in line with the significant increase in revenue.

Gross Profit and Gross Margin

Our gross profit margin for the year ended December 31, 2023 was 31.8% as compared to 49.4% for the year ended December 31, 2022. The reduction in our gross profit margin primarily stems from an increase in volume purchases made by certain customers, which enabled them to secure more favorable discounts for those orders.

Administrative and Selling Expenses

Our Company’s administrative expenses came in at USD1,846,759 and USD466,477 for the year ended December 31, 2023 and 2022 respectively, representing approximately 10.90% and 5.48% of our total revenue for the corresponding period.

Our administrative expenses for the year ended 30 June 2023 primarily consist of (i) professional fee; (ii) staff cost; (iii) depreciation; (iv) rental fee; (v) travelling and entertainment; (vi) office supplies and upkeep and (vii) miscellaneous expenses. The following table sets forth the breakdown of our administrative expenses for the year ended December 31, 2023 and 2022.

The increase in administrative expenses during the year ended December 31, 2023 was primarily due to increased IPO related professional fees, including legal, audit, and consulting fees of approximately USD921,110. The increase in staff cost for the year ended December 31 2023 compared to December 31 2022 was mainly due to the increase in headcount and workforce as our Company pushed for higher sales orders and acquisition of new customers. The higher depreciation expense was due to the completion of the renovation of our office which was only completed in the first half of 2023.

Our selling expense in 2022 primarily consist of marketing campaign paid to a marketing agency as follows:

The reduction in selling expenses for the year ended December 31 2023 compared to the corresponding period in 2022 can be primarily attributed to the absence of expenditure related to engaging a marketing agency for promotional campaigns. Our own in-house marketing team had developed a better understanding of our industry, target audience and product offerings since our early days. This decision to forego the engagement of a marketing agency has proven to be cost efficient and allowed us to allocate resources more efficiently, reducing cost associated with marketing and agency fee.

Liquidity and Capital Resources

Our liquidity and working capital requirements primarily related to our operating expenses. Historically, we have met our working capital and other liquidity requirements primarily through cash generated from our operations. Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including but not limited to cash generated from our operations, loans from banking facilities, the net proceeds from the securities offering from the listing and other equity and debt financings as and when appropriate.

Cash flows

The following table summarizes our cash flows for the years ended December 31, 2023 and 2022:

For the year ended December 31, 2023, our net cash used in operating activities was USD863,616 and is mainly comprised of increase in accounts receivable as there were promotional sales for the Christmas of 2023. For the years ended December 31, 2022, our net cash of USD 215,999 provided by operating activities primarily reflected our net income, as adjusted for non-operating items, such as depreciation of right of use assets, plant and equipment, deferred tax credit and effects of changes in working capital such as increase or decrease in inventories, accounts receivable, accounts and other payables, deposits and accruals.

For the year ended December 31 2023, there was no cash outflow from investing activities while for the years ended December 31, 2022, the cash outflows from our investing activities were primarily attributable to acquisition of office equipment and leasehold improvement of our office.

For the year ended December 31, 2023, the cash provided by financing activities were attributable to standby bridging loan facilities provided by a third party and also minority shareholder, while for the years ended December 31, 2022, the cash provided by financing activities were attributable to the issue of capital and funds provided by our director.

Working Capital

We believe that our Company has sufficient working capital for our requirements for at least the next 12 months from the date of this prospectus, in the absence of unforeseen circumstances, taking into account the financial resources presently available to us, including cash and cash equivalents on hand, cash flows from our operations and the estimated net proceeds from the IPO offering.

Capital Expenditures

Historical capital expenditures

Our capital expenditures for the years ended December 31 2023 and 2022 were nil and USD 481,173 respectively. The capital expenditures incurred in the year ended December 31 2022 are related to purchase of office equipment and leasehold improvement. We principally funded our capital expenditures through cash flows from operations.

Off-Balance Sheet Transactions

As of December 31, 2023, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Critical Accounting Policies and Estimates

Our financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments.

The following critical accounting policies rely upon assumptions and estimates and were used in the preparation of our unaudited interim condensed consolidated financial statements:

Use of Estimates

The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the recorded amounts of assets, liabilities, shareholders’ equity, revenues and expenses during the reporting period, and the disclosure of contingent liabilities at the date of the consolidated financial statements.

On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates are adjusted. The most significant estimates include allowance for uncollectible accounts receivable, inventory valuation, useful lives and impairment for property and equipment, valuation allowance for deferred tax assets, accruals for potential liabilities and contingencies. Actual results could vary from the estimates and assumptions that were used.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Update 2014-09, “Revenue from contracts with customers,” (Topic 606). Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company’s main revenue stream is from sales of products. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

The Company has one major stream of revenue, that is, the sale of caviar products in Hong Kong.

Foreign Currency Translation

The Company’s principal country of operations is Hong Kong. The financial position and results of its operation are determined using Hong Kong Dollars (“HK$”), the local currency, as the functional currency. The Company’s consolidated financial statements are reported using U.S. Dollar (“US$” or “$”).

The following table outlines the currency exchange rates that were used in preparing the accompanying consolidated financial statements:

Fair Value Measurements — Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs used to measure fair value are classified using the following hierarchy:

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued expenses reflected as current assets and current liabilities. Due to the short-term nature of these instruments, management considers their carrying value to approximate their fair value.

New accounting standards

Financial Instruments —Credit Losses

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13 (Topic 326), Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires an asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance became effective for the Company beginning January 1, 2023. The adoption did not have a material impact on the Company’s consolidated financial statements.

Accounts receivables are reviewed for impairment on a quarterly basis and are presented net of an allowance for expected credit losses. The allowance for expected credit losses is estimated based on the Company’s analysis of amounts due, historical delinquencies and write-offs, and current economic conditions, together with reasonable and supportable forecasts of short-term economic conditions. The allowance for expected credit losses is recognized in net income (loss) and any adjustment to the allowance for expected credit losses is recognized in the period in which it is determined. Write-offs of accounts receivable, together with associated allowances for expected credit losses, are recognized in the period in which balances are deemed uncollectible. The Company does not have a history of significant write-offs. As of June 30, 2023 and December 31, 2021, the total allowance for expected credit losses on the Company’s accounts receivable were Nil and Nil.

On December 14, 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to enhance the transparency and decision usefulness of income tax disclosures. The amendments require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pre-tax income or loss by the applicable statutory income tax rate). In addition, public business entities are required to provide certain qualitative disclosures about the rate reconciliation and the amount of income taxes paid (net of refunds received) disaggregated (1) by federal (national), state, and foreign taxes and (2) by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). For public business entities, the standard is effective for annual periods beginning after December 15, 2024. The amendments in this ASU require a cumulative effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets) as of the beginning of the annual reporting period in which an entity adopts the amendments. The Company is evaluating the impact of this standard on the Company’s consolidated financial statements.

We have evaluated all the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards Board or other standards-setting bodies through the date of this report and do not believe the future adoption of any such standards will have a material impact on our consolidated financial statements.

Corporate History and Structure

Top Wealth Group Holding Limited is a holding company with no operations of its own. We conduct our operations in Hong Kong primarily through, Top Wealth Group (International Limited), our Operating Subsidiary in Hong Kong. The ordinary shares offered in this prospectus are those of Top Wealth Group Holding Limited.

The following diagram illustrates the corporate structure of Top Wealth Group Holding Limited and its subsidiary as of the date of this prospectus.

Top Wealth Group Holding Limited was incorporated as a limited liability company on February 1, 2023 under law of the Cayman Islands. It is a holding company and is not actively engaged in any business. Under its memorandum of association, Top Wealth Group Holding Limited is authorized to issue 500,000,000 Ordinary Shares, par value US$0.0001 per share, of which 29,000,000 Ordinary Shares are issued and outstanding. The registered office of Top Wealth Group Holding Limited is at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.

Top Wealth (BVI) Holding Limited was incorporated under the law of the British Virgin Islands as the intermediate holding company of Top Wealth Group (International) Limited, on January 18, 2023 as part of the reorganization. Top Wealth (BVI) Holding Limited is wholly-owned by Top Wealth Group Holding Limited.

Top Wealth Group (International) Limited was incorporated on September 22, 2009 under the laws of Hong Kong. Top Wealth Group (International) Limited is our operating entity and is indirectly wholly-owned by Top Wealth Group Holding Limited through Top Wealth (BVI) Holding Limited.

History of Shares

On February 1, 2023, the date of the incorporation of Top Wealth Group Holding Limited, 1 Ordinary Share was issued to Ogier Global Subscriber (Cayman) Limited. On March 1, 2023, the 1 Ordinary Share was transferred from Ogier Global Subscriber (Cayman) Limited to Winwin Development Group Limited and the Top Wealth Group Holding Limited further issued 99 Ordinary Shares to Winwin Development Group Limited on the same date.

On April 18, 2023, 650 Ordinary Shares were further issued to Winwin Development Group Limited, whereby Top Wealth Group Holding Limited was then solely owned by Winwin Development Group Limited as to 750 Ordinary Shares.

Furthermore, on the same date, April 18, 2023, Winwin Development Group Limited entered into Sale and Purchase Agreements with: Keen Sky Global Limited, State Wisdom Holdings Limited, Beyond Glory Worldwide Limited, Snow Bear Capital Limited and Mercury Universal Investment Limited, respectively. Pursuant to the Sales and Purchase Agreements, Winwin Development Group Limited is to sell, and Beyond Glory Worldwide Limited, Keen Sky Global Limited, State Wisdom Holdings Limited, Snow Bear Capital Limited, and Mercury Universal Investment Limited are to acquire, 6.40%, 6.53%, 6.53%, 3.33%, 2.53% equity interests in Top Wealth Group Holding Limited, at the consideration of HK$1,424,000 (approximately US$182,564), HK$1,453,000 (approximately US$186,282), HK$1,453,000 (approximately US$186,282), HK$742,000 (approximately US$95,128), and HK$565,000(approximately US$72,436), respectively. On the same date, Winwin Development Group Limited executed the instrument of transfers whereby Winwin Development Group Limited have transferred 48, 49, 49, 25, and 19 Ordinary Shares, out of its 750 Ordinary Shares, to Beyond Glory Worldwide Limited, Keen Sky Global Limited, State Wisdom Holdings Limited, Snow Bear Capital Limited and Mercury Universal Investment Limited, respectively.

On October 12, 2023, in contemplation of Company’s initial public offering, Top Wealth Group Holding Limited further issued 26,999,250 Ordinary Shares in aggregate to its shareholders at par value, on a pro rata basis proportional to the shareholders’ existing equity interests (collectively refers as the “Pro Rata Share Issuance”), which has been treated as a share split. All references to the number of ordinary shares and per-share data in the accompanying consolidated financial statements have been retroactively adjusted to reflect such issuance of shares. After the Pro Rata Share Issuance, 27,000,000 Ordinary Shares were issued and outstanding. The following table sets forth the breakdown of the Pro Rata Share Issuance to each shareholder:

Subsequent to the Pro Rata Share Issuance, Top Wealth Group Holding Limited was 74.67% (representing 20,160,000 Ordinary Shares) owned by Winwin Development Group Limited, 6.40% (representing 1,728,000 Ordinary Shares) owned by Beyond Glory Worldwide Limited, 6.53% (representing 1,764,000 Ordinary Shares) owned by Keen Sky Global Limited, 6.53% (representing 1,764,000 Ordinary Shares) owned by State Wisdom Holdings Limited, 3.33% (representing 900,000 Ordinary Shares) owned by Snow Bear Capital Limited, and 2.53% (representing 684,000 Ordinary Shares) owned by Mercury Universal Investment Limited, respectively. The percentage of the ownership of equity interests held by the shareholders remained the same before and after the Pro Rata Share Issuance.

On October 16, 2023, State Wisdom Holdings Limited and Keen Sky Global Limited transferred 432,000 and 432,000 Ordinary Shares to Greet Harmony Global Limited at the consideration of HK$314,685 (approximately US$40,344) and HK$314,685 (approximately US$40,344), respectively. On the same day, Beyond Global Worldwide Limited transferred 540,000 Ordinary Shares to Mercury Universal Investment Limited at the consideration of HK$393,356 (approximately US$50,430). The following table sets forth the breakdown of equity ownership of the Company after the series of transactions in October 16, 2023:

On April 18, 2024, the Company closed its initial public offering of 2,000,000 Ordinary Shares at a public offering price of US$4.00 per Ordinary Share.

On July 2, 2024, the Company filed the registration statement on Form F-1 with the SEC (File No. 333-280654) (as amended, the “Resale Prospectus”), which was declared effective on July 23, 2024, for 6 existing shareholders of the Company to register their existing shareholding of an aggregate of 6,840,000 Ordinary Shares to be sold pursuant to the Resale Prospectus. The following table sets forth the breakdown of number of ordinary shares registered for sale in the resale prospectus by the existing shareholders:

As of the date of this prospectus, 29,000,000 Ordinary Shares were issued and outstanding.

BUSINESS

Overview

Our mission is to become a world-renowned supplier of the finest selection of caviar and offer caviar-based gourmet products around the globe with unparalleled gastronomical experience.

Headquartered in Hong Kong, we are a fast-growing supplier of caviar products. We are currently specialized in supplying high-quality sturgeons caviar. Our caviar is endorsed with the Convention on International Trade in Endangered Species of Wild Fauna and Flora (“CITES”) permits, which certifies that our caviar is legally traded. We are one of the major suppliers of caviar in Hong Kong. We have secured a long-term and exclusive supply of caviar raw products from a PRC sturgeon farm.

Since we established our caviar business in August 2021, we had supplied caviar to our customers under their brand labels (i.e. private labeling) or without brand labels. Subsequently in November 2021, we established our own caviar brand, “Imperial Cristal Caviar”, and started selling caviar under our own brand as well. With its exquisite package design, our branded caviar is ideal to be presented as both culinary delights and festive gifts. Imperial Cristal Caviar has continuously achieved tremendous sales growth since its launch in the market.

In March 2023, as the addition to the gastronomical experience of our caviar, we have commenced our wine trading business line, to complement our caviar business. For the fiscal year ended December 31, 2023, our wine trading business line contributed revenue of US$4,460,092, compared to Nil for the fiscal year ended December 31, 2022. The fine wine we distribute include white wine, red wine, and Champagne, from various countries including France, Greek, and Spain, etc. Our wine trading business only involves the distribution of fine wine within Hong Kong on business-to-business (B2B) sales, primarily to our F&B related distributor customers, in particular, the F&B related distributor customers who we supply our caviar product. We do not import or manufacture the wine we distribute, instead, we source the wines from our wine suppliers in Hong Kong on an as-demand per order basis. Therefore, we are not subject to the relevant licensing requirements that apply to sale of alcoholic beverages in Hong Kong.

We take pride in our well-tested, reliable caviar supply chain management module, which helps ensure the palatability and freshness of our products when they reach our customers. We are among one of the few Hong Kong caviar suppliers being able to secure a long-term and exclusive supply of caviar raw products from a PRC sturgeon farm. In April 2022, we entered into an exclusive supply agreement with the agent and sole distributor of a well-established sturgeon farm in Fujian, the PRC, which appointed us as its exclusive distributor in Hong Kong and Macau for conducting overseas distribution and granted us the rights to procure caviar directly from it for a term of 10 years. This sturgeon farm is one of the six existing PRC sturgeon farms which are officially permitted to export locally-bred roe. We have engaged a Hong Kong-based supply chain management company to handle the logistics, warehousing and packaging workflows in our supply chain, so we can strategically focus on brand-building and product quality assurance.

We are dedicated to enhancing our brand awareness. As part of our sales and marketing efforts, we have proactively participated in food expo and set up pop-up stores across the world. We have also collaborated with famous food bloggers and used different online platforms and media coverage to promote and strengthen the publicity of our products. We regularly invite chefs of notable hotels and restaurants to our tasting events. Currently, our caviar are served on the menus of various 5-star and Michelin-star restaurants in Hong Kong.

We generate all of our revenues, through our Operating Subsidiary, from trading of caviar products and wine. Our revenues for the years ended December 31, 2023, 2022 and 2021 were US$16.9 million, US$8.5 million and US$19,615, respectively. We have turned around from a loss before tax of approximately US$16,888 for the year ended December 31, 2021 to a profit before tax of approximately US$2.3 million for the year ended December 31, 2022, and we have maintained a profit before tax of approximately US$3.3 million for the year ended December 31, 2023.

Our top five customers accounted for 92.0% and 91.1% of our total revenues for the years ended December 31, 2023 and 2022. Our customers, including our top five customers, primarily include food and beverage (“F&B”) related distributors. We have strategically focused on business-to-business sales (B2B) which would allow us access to our customers’ sales network and consumer base that helps us maximize the reach of our products swiftly and effectively. As our caviar products gain popularity worldwide, our customer base has continuously expanded as a result of customers’ referral and our marketing efforts. Our caviar products are mainly sold to customers based in Hong Kong and a substantial portion are exported overseas by our customers. As our products gradually become more well-known in the international market, we aspire to expand our sales channels from only selling through distributors to selling our products directly to overseas customers.

Our major suppliers include (i) a sole distributor and agent of a sturgeon farm in the PRC, Fujian Aoxuanlaisi Biotechnology Co., Ltd (“Fujian Aoxuanlaisi”), which supplies caviar raw product to us; (ii) a Hong Kong supply chain management company, Sunfun (China) Limited (“Sunfun China”), which handles the logistics, warehousing and packaging workflows in our supply chain; (iii) a Hong Kong wine distributor, which supplies fine wine to us; and (iv) other suppliers which supply packaging materials and printing services to us. We solely and materially rely on Fujian Aoxuanlaisi as our supplier for caviar raw product. Fujian Aoxuanlaisi is the agent and sole appointed distributor of a well-established PRC sturgeon farm, operated by Fujian Longhuang Biotech Co. Limited (“Fujian Longhuang”). Fujian Aoxuanlaisi and Fujian Longhuang currently maintain a long-term exclusive sales agreement for 15 years, from December 2020 to December 2035. Historically, before April 2022, we obtained the supply of caviar raw product from Fujian Aoxuanlaisi on an as-demand per order basis, without any long-term agreements. In April 2022, our Operating Subsidiary, Top Wealth Group (International) Limited, has entered into the Caviar Sales Agreement with Fujian Aoxuanlaisi, appointed us as its exclusive distributor in Hong Kong and Macau. We do not have any direct supply agreement with Fujian Longhuang, the PRC sturgeon farm.

For the years ended December 31, 2023, 2022 and 2021, our procurement from Fujian Aoxuanlaisi amounted to approximately US$6.2 million, US$5.3 million, and US$0.3 million respectively, representing approximately 64.3%, 90% and 100% of our total purchases for the corresponding year. Our material reliance on Fujian Aoxuanlaisi as the sole supplier of our caviar raw product exposes us to unique and significant risk, for detailed discussion, please see “Risk Factors — Risks related to our Business and Industry — We solely and materially rely on Fujian Aoxuanlaisi Biotechnology Co., Ltd (“Fujian Aoxuanlaisi”), the exclusive distributor of a PRC sturgeon farm, as our sole supplier for the supply of caviar raw product. Such arrangement materially and adversely exposes us to unique risk. Any disruption in the supplier’s relationships, either between Fujian Aoxuanlaisi and the PRC sturgeon farm, or between Fujian Aoxuanlaisi and us, could have a material adverse effect on our business. Any disruption in the provision of caviar from Fujian Aoxuanlaisi or PRC sturgeon farm and our inability to identify alternative caviar supplier may materially and adversely affect our business operations and financial results.”

Competitive Strengths

A fast-growing luxury caviar products supplier with a premier brand image

We position ourselves as a luxury caviar products supplier aiming to supply the finest selection of luxury caviar products and offer gourmet products around the globe with unparalleled gastronomical experience. We are currently specialized in supplying high quality sturgeons caviar. In November 2021, we established our own caviar brand, “Imperial Cristal Caviar”. Imperial Cristal Caviar is highly recognized by consumers in terms of its tastiness, texture, palatability, appearance and packaging. Our packaging carries a delicate design that conveys elegance and exclusivity and is ideal to be presented as both culinary delights and festive gifts. Our house caviar products are also well-received by chefs of 5-star and Michelin-star restaurants who serve our caviar products on their menus.

An extensive distribution network which allows us to stay abreast of the latest trend and development of consumers’ taste

We have access to an extensive distribution network which allows us to connect with a broad range of consumers around the world and to stay abreast of the latest trend and development of consumers’ taste. Our caviar products are mainly sold to F&B related distributors in Hong Kong, which then export and resell such goods to downstream customers such as supermarket, retail stores, F&B chain and consumers across the world. Leveraging the sales network and consumer base of our distributors, our caviar products have been exported overseas to different countries. Through sales channels that cover extensive points of sale across countries and regions, we serve a variety of consumer groups with diversified demands, which deepens our market penetration and extends our geographical coverage.

A strict and comprehensive quality control system to effectively control our product safety and quality

Food safety and quality control are of paramount importance to our reputation and business. To ensure food safety and quality, we have established a comprehensive set of standards and requirements covering each facet of our supply chain, ranging from procurement, logistics, warehousing to packaging.

We carefully select the source of caviar supplies. We have reviewed all certifications required from our caviar supplier in the PRC for, among other things, the operation of sturgeon farm in the PRC and exporting caviar products overseas. Our caviar products are endorsed with the CITES permits, which certifies that our caviar is legally traded. We conduct sample inspection on each incoming batch of caviar.

Our food processing factory is operated by the supply chain management company and we require its staff to follow a comprehensive set of operation manual and technical protocols prescribed by us. We provide instruction and regular on-the-job training to the processing staff to ensure their work standard and efficiency. In order to maintain the quality and freshness of our caviar, our food processing factory is equipped with temperature control system that mandates a prescribed temperature range. We implement strict and comprehensive measures in our food processing factory to ensure sanitation and hygiene at the premises, such as mandating the processing staff to wear standardized clothing, conducting regular inspection on the packaging equipment and performing routine maintenance and cleaning.

The supply chain management company has designated a quality control staff at our food processing factory to inspect and monitor the processing procedures. The quality control staff will conduct quality control testing and inspection throughout the packaging process and ensure the taste, size, quality and packaging of our caviar products conform with our quality standards and requirements.

Since the establishment of our caviar business and up to the date of this prospectus, we did not encounter any material food safety incidents and we had not experienced any product liability claims.

A stable and exclusive procurement source of caviar

We take pride in our well-tested, reliable caviar supply chain management module, which helps ensure the palatability and freshness of our products when they reach our customers. We are among one of the few Hong Kong caviar suppliers being able to secure long-term and exclusive supply of caviar from sturgeon farm. We have entered into an exclusive supply agreement with the sole distributor of a well-established sturgeon farm in the PRC in April 2022, which appointed us as its exclusive distributor in Hong Kong and Macau for conducting overseas distribution and granted us the rights to procure caviar directly from it for a term of 10 years. This sturgeon farm is one of the six existing PRC sturgeon farms which are officially permitted to export locally-bred roe. Our end-to-end supply chain business model not only improves cost efficiency, it also promotes consumers’ confidence in our caviar products as well as facilitate our sales and marketing plans.

Growth Strategies

Expand our global market presence

We strive to strengthen our global market presence in developed markets with a strong consumer base, such as Europe, the United States, Japan, Dubai, Australia and Southeast Asia (collectively, the “Target Regions”). We intend to establish representative offices at each of the Target Regions to access the local consumers. We currently plan to recruit local sales and marketing staff to conduct marketing activities in such regions, ranging from (i) conducting product promotion; (ii) brand building; (iii) maintaining regular communication with local customers; (iv) collecting feedbacks from local consumers on our products; and (v) maintaining regular communication and interaction with different industry players, so we can stay abreast of the latest trend and development of local consumers’ tastes.

As our products gradually become more well-known in the international market, we aspire to expand our sales channels from only selling through distributors to selling our products directly to overseas customers. Material obstacles that we have to overcome include (i) the competition for high-quality sales and distribution partners is intense and we may not be able to offer more favorable arrangement than our competitors; (ii) there may not be suitable distribution channels or overseas customers in the markets that we planned to expand; (iii) we may not be able to hire, train and retain skilled local sales and marketing staffs; and (iv) we may encounter difficulties in adapting our logistics and management systems to an expanded distribution network. However, leveraging our competitive strengths described in the paragraph headed “Competitive Strengths” above, we are confident that we will be able to expand our sales channels to overseas customers three years after the Offering.

Strengthen our sales and marketing activities

We plan to strengthen our sales and marketing activities and increase our market exposure and brand awareness by participating in food-expo and collaborating with luxurious restaurants, hotels and private clubs to host tasting events in different countries and regions. Further, we plan to invite the media and chefs from notable restaurants and hotels to visit the sturgeon farm which supplies caviar raw products to us. We believe we can provide the participants with a better understanding of our procurement source and give them stronger assurance with respect to our product safety, quality and hygienic conditions, thereby enhancing the brand image of our products.

Expand our procurement source and broaden our product portfolio

We are committed to sourcing top-quality caviar from the best sturgeon farms around the world. We currently plan to expand our procurement source and broaden our product portfolio by exploring potential co-operations with sturgeon farms located in Europe and/or the United States. In identifying suitable caviar suppliers, we will conduct on-site inspection at the selected sturgeon farms and conduct legal and business due diligence on their background and operations. We would also verify that the caviar supplied by the selected sturgeon farms complies with the Convention on International Trade in Endangered Species of Wild Fauna and Flora. We believe that expansion in our product portfolio will provide a wider selection of caviar for our customers in terms of places of origin, as well as species and ages of sturgeon.

Depending on the availability of potential acquisition targets, we also plan to carry out vertical expansion by acquiring non-controlling stakes in suitable sturgeon farms in Europe and/or the United States. We believe that through integration with upstream sturgeon farms, we can guarantee a stable supply of caviar with consistent high quality.

Our Caviar Products and Our Own Brand

Headquartered in Hong Kong, we are a fast-growing supplier of luxury caviar products. We are currently specialized in supplying premium class sturgeons caviar. Our caviar is endorsed with the CITES permits, which certifies that our caviar is legally traded. We are one of the major suppliers of caviar in Hong Kong being able to secure a long-term and exclusive supply of caviar raw products from sturgeon farm.

Since we established our caviar business in August 2021, we had supplied caviar to our customers under their brand labels (i.e. private labelling) or without brand labels. Subsequently in November 2021, we established our own caviar brand, “Imperial Cristal Caviar”, and started selling caviar under our own brand as well. With its exquisite package design, our branded caviar is ideal to be presented as both culinary delights and festive gifts. Imperial Cristal Caviar has continuously achieved tremendous sales growth since its launch in the market.

The table below sets forth details of our own brand caviar products:

Product Line		:		Imperial
Sturgeon Species		:		Huso Dauricus
Roe Size		:		3.2mm – 3.4mm
Packaging Size		:		10/30/50/100/250 gram

Product Line		:		Osietra
Sturgeon Species		:		Acipenser Schrenckii and Huso Dauricus
Roe Size		:		2.9mm – 3.1mm
Packaging Size		:		10/30/50/100/250 gram

Operation Flow

The diagram below illustrates the operation flow of our product supply chain:

(a) Receipt of purchase order from customer

Our customers place orders with us on an as-needed basis and their purchase orders generally set forth the key terms including species of sturgeon, roe size, quantity and unit price per kilogram.

(b) Procurement of caviar from sturgeon farm

Depending on our inventory level and customers’ orders on hand, our sales and marketing staff will place purchase orders with the agent and sole distributor of a sturgeon farm in the PRC. The quantity that we order from the supplier is typically slightly in excess of the quantity ordered by our customers such that we could maintain certain inventory to meet any ad-hoc orders from our customers.

(c) Importation from the PRC

Our supplier will arrange for the transportation of caviar from the PRC to Hong Kong by air cargo. Our supplier is responsible for obtaining CITES permit in the PRC and handling the required documentation for the export of goods to Hong Kong. The supply chain management company engaged by us will handle the customs clearance procedures in Hong Kong and collect our goods at the designated port.

(d) Packaging at the Hong Kong food processing factory

We engage a Hong Kong-based supply chain management company to handle the processing of our products. The supply chain management company deploys labor to perform food packaging and labelling at our food processing factory located in Hong Kong. Depending on the purchase order and requirements of our customers, our caviar products are packaged in different sizes of containers and labelled with our own brand or our customers’ brands (i.e. private labelling) or without brand labels. We provide instruction and regular on-the-job training to the processing staff to ensure their work standard and efficiency. In order to maintain the quality and freshness of our caviar, our food processing factory is equipped with temperature control system that mandates a prescribed temperature range.

(e) Quality inspection

The supply chain management company has designated a quality control staff at our food processing factory to inspect and monitor the processing procedures. The quality control staff will conduct quality control testing and inspection throughout the packaging process and ensure the taste, size, quality and packaging of our caviar products conform with our quality standards and requirements.

(f) Local delivery/Exportation to foreign countries

The supply chain management company engaged by us will also provide logistics, transportation and customs clearance services for delivering our caviar products to the destination specified by our customers on or before our prescribed time. Our products are mainly sold free on board (“FOB”) in Hong Kong. Depending on our customers’ requirements, our caviar products are either delivered to specified locations in Hong Kong or exported overseas. The supply chain management company is responsible for applying for re-export license for the re-exportation of our caviar products to foreign countries on our behalf.

Our Customers

Our customers primarily and substantially include F&B-related distributors. We have strategically focused on business-to-business sales (B2B) which would allow us access to our customers’ sales network and consumer base that helps us maximize the reach of our products swiftly and effectively. As our caviar products gain popularity worldwide, our customer base has continuously expanded as a result of customers’ referral and our marketing efforts.

Furthermore, to complement our caviar business, in March 2023, we have commenced our wine trading business line.

Our wine trading business only involves the distribution of fine wine within Hong Kong on business-to-business (B2B) sales, primarily to our F&B related distributor customers, in particular, the F&B related distributor customers who we supply our caviar product.

For the year ended December 31, 2022, there were four customers each generated over 10% of our total revenue for the year, and they in aggregate accounted for approximately 82.6% of our total revenue for the year. One of these four customers is our related party and all of our transactions with such related party have been ceased after December 31, 2022. Our top five customers are Sunfun (China) Limited, accounting for 37.4% of our sales volume, Channel Power Limited, accounting for 17.7% of sales volume, Beauty and Health International Company Limited, accounting for 15% of sales volume, Beauty and Health International E-Commerce Limited, accounting for 12.5% of our sales volume, and Mother Nature Health (HK) Limited, accounting for 9.4% of our sales volume. For the year ended December 31, 2023, there were three customers each generated over 10% of our total revenue for the period, and they in aggregate accounted for approximately 75.5% of our sales volume. Our top 3 customers for the year ended December 31, 2023 are, Mother Nature Health (HK) Limited, accounting for 34.5 % of our sales volume in the period, Sunfun (China) Limited, accounting for 25.0% of our sales volume, A One Marketing Limited accounting for 16.5% of our sales volume.

Geographical coverage

Our caviar products are mainly sold to customers based in Hong Kong and a substantial portion are exported overseas by our customers. As our caviar products gradually become more well-known in the international market, we aspire to expand our sales channels from only selling through distributors to selling our products directly to overseas customers.

Substantially all of the fine wine we distributed are sold to customers based in Hong Kong.

General terms with customers

Our customers place purchase orders for our caviar products and wine with us on an as-needed basis. For our caviar product, we entered into distributorship agreements with our F&B related distributor customers.

The material terms of our distributorship agreements for our caviar product with our F&B related distributor customers are summarized as follows:

Product return

Due to the perishable nature of caviar, we generally do not accept any product return from our customers except under certain limited circumstances, such as when products are defective, poorly packaged or damaged or the quantity delivered was inconsistent with the purchase order. Our customers are normally required to report any quality issue to us within three business days upon their receipt of our products. We have not experienced any material product return so far.

Credit and payment terms

We generally grant our customers a credit period ranging from 30 to 60 days from the invoice date. Our customers generally settle their payments in Hong Kong dollars by telegraphic transfer.

Seasonality

Up to the date of this prospectus, we have not experienced any pronounced seasonality, but such fluctuations may have been masked by our rapid growth.

Pricing Strategies

The selling prices of our caviar products are determined on a cost-plus pricing approach with reference to, among other things, cost of sales which mainly represents procurement costs and costs incurred in relation to our supply chain management and a percentage of mark-up over our estimated cost of sales. The percentage of mark-up may vary based on factors such as (i) prevailing market prices for different caviar products; (ii) size of purchase order; (iii) type of customer; (iv) length of relationship with the customer; (v) supply and demand mechanism in our target markets; (vi) consumer preference; and (vii) any positive impact on our brand reputation.

Sales and Marketing

We have strategically focused on business-to-business sales (B2B) which would allow us access to our customers’ sales network and consumer base that helps us maximize the reach of our products swiftly and effectively. As our caviar products gain popularity worldwide, our customer base has gradually expanded as a result of customers’ referral and our marketing efforts.

We are dedicated to enhancing our brand awareness. Our sales and marketing representatives are primarily responsible for conducting business development and marketing activities. They are responsible for (i) enhancing our promotion and sales efforts; (ii) actively approaching and liaising with our existing and potential customers; and (iii) collecting feedbacks and handling any queries on our products from customers.

As part of our sales and marketing efforts, we have proactively participated in food expo and set up pop-up stores across the world. We have also collaborated with famous food bloggers and used different online platforms and media coverage to promote and strengthen the publicity of our products. We regularly invite chefs of notable hotels and restaurants to our tasting events. Currently our caviar products are served on the menus of various 5-star as well as Michelin-star restaurants in Hong Kong.

Our Suppliers

Our major suppliers include (i) a sole distributor and agent of a sturgeon farm in the PRC, Fujian Aoxuanlaisi Biotechnology Co., Ltd (“Fujian Aoxuanlaisi”), which supplies caviar raw product to us; (ii) a Hong Kong supply chain management company, Sunfun (China) Limited (“Sunfun China”), which handles the logistics, warehousing and packaging workflows in our supply chain; (iii) a Hong Kong wine distributor, which supplies fine wine to us; and (iv) other suppliers which supply packaging materials and printing services to us.

We solely and materially rely on Fujian Aoxuanlaisi as our supplier for caviar raw product. Fujian Aoxuanlaisi is the agent and sole appointed distributor of a well-established PRC sturgeon farm, operated by Fujian Longhuang Biotech Co. Limited (“Fujian Longhuang”). Fujian Aoxuanlaisi and Fujian Longhuang currently maintain a long-term exclusive sales agreement for 15 years, from December 2020 to December 2035. Historically, before April 2022, we obtained the supply of caviar raw product from Fujian Aoxuanlaisi on an as-demand per order basis, without any long-term agreements. In April 2022, our Operating Subsidiary, Top Wealth Group (International) Limited, has entered into the Caviar Sales Agreement with Fujian Aoxuanlaisi, appointed us as its exclusive distributor in Hong Kong and Macau. We do not have any direct supply agreement with Fujian Longhuang, the PRC sturgeon farm.

For the years ended December 31, 2023, 2022 and 2021, our procurement from Fujian Aoxuanlaisi amounted to approximately US$6.2 million, US$5.3 million, and US$0.3 million respectively, representing approximately 64.3%, 90% and 100% of our total purchases for the corresponding year.

For fiscal ended December 31, 2023, Hong Kong wine distributor and importer, Silver Fame International (HK) Limited, supplies fine wine to us. We have not entered any agreement with Silver Fame International (HK) Limited, we obtain the supply of the fine wine from which on an as-demand per order basis. For the years ended December 31, 2023, 2022 and 2021, our procurement from Silver Fame International (HK) Limited amounted to approximately US$3.4 million, US$0.6 million, and nil respectively, representing approximately 35.6%, 10% and 0% of our total purchases for the corresponding year.

Fujian Aoxuanlaisi, the sole distributor of the PRC sturgeon farm

In April 2022, our Operating Subsidiary, Top Wealth Group (International) Limited, has entered into the Caviar Sales Agreement with Fujian Aoxuanlaisi, the agent and the sole distributor of Fujian Longhuang, a PRC sturgeon farm. Pursuant to the Caviar Sales Agreement between Fujian Aoxuanlaisi and Top Wealth Group (International) Limited, by way of Power of Attorney, Fujian Aoxuanlaisi appointed Top Wealth Group (International) Limited as its exclusive distributor in Hong Kong and Macau for conducting overseas distribution and granted Top Wealth Group (International) Limited the rights to procure caviar directly for a term of 10 years, from 30 April 2022 to 30 April 2032. The Caviar Sales Agreement between our Operating Subsidiary and Fujian Aoxuanlaisi and the Power of Attorney granted by Fujian Aoxuanlaisi are collectively referred as the “Exclusive Supply Agreement.”

The principal terms of the Exclusive Supply Agreement are summarized as follows:

There are no limitations on our business or ability to enter contracts with other caviar producers. There are no obligations for us to distribute caviar in Macau and we currently do not have plans to expand our business to Macau. To the best of our management’s understanding, the Fujian Aoxuanlaisi also supplies its caviar to other distributors in the PRC, Japan and various European countries. According to the exclusive supply agreement, Fujian Aoxuanlaisi has obligation to maintain long-term stable supply of caviar to us, even in the event of limited supply. According to the exclusive supply agreement, in the event Fujian Aoxuanlaisi fails to adhere to the minimum annual supply commitment in any year during the term of the exclusive supply agreement, Fujian Aoxuanlaisi shall make up the shortfall by increasing the volume of supply in the following year and the unit price attributable to such volume shall be reduced by a certain percentage. There are no provisions regarding modification, renewal and/or early termination of the agreement.

Supply chain management company

Historically and as of the date of this prospectus, we have engaged a Hong Kong-based supply chain management company, Sunfun China Limited (“Sunfun China”), to handle the logistics, warehousing and packaging workflows in our supply chain, so we can strategically focus on brand-building and product quality assurance. On July 31, 2021, our Operating Subsidiary, Top Wealth Group (International) Limited has entered into a Food Processing Factory Leasing and Service Project Agreement (“Leasing and Service Agreement”) with Sunfun China, and such agreement is subsequently renewed on the same terms and conditions on February 11, 2023, until September 10, 2024.

Pursuant to Leasing and Service Agreement, in respect of logistics services, Sunfun China is responsible for handling the customs clearance procedures and applying for import license in Hong Kong and collecting our goods at the designated delivery port. The supply chain management company is also responsible for the transportation of our caviar through cold-chain to the places designated by our customers and handling the application procedures for re-export license for delivery to foreign countries. Furthermore, Sunfun China has also leased a food processing factory located in Tsuen Wan, Hong Kong, to Top Wealth Group (International) Limited, for carrying out the packaging and labelling of our caviar products. The food processing factory has obtained a food factory license from the Food and Environmental Hygiene Department of Hong Kong which is essential for food business involving the preparation of food for sale for human consumption off the premises. The license is valid for one year from April 18, 2023 to April 17, 2024. To safeguard the palatability and freshness of our caviar products, the food processing factory is equipped with temperature control system that mandates a prescribed temperature range. Upon our requests, the Sunfun China will deploy labor for food packaging and labelling at our food processing factory located in Hong Kong.

The principal terms of Leasing and Service Agreement are summarized as follows:

As of the date of this prospectus, we have not experienced any material dispute with our suppliers and we do not foresee any material circumstances which would result in early termination of the supply agreement with our suppliers.

Inventory Management

Our inventory is mainly comprised of caviar. Depending on our inventory level and customers’ orders on hand, our sales and marketing staff will place purchase orders with our caviar supplier in the PRC. The quantity that we order from the supplier is generally slightly in excess of the quantity ordered by our customers such that we could maintain certain inventory to meet any ad-hoc orders from our customers.

We have implemented inventory management policies to monitor and control our inventory level at an optimal level to avoid obsolescence. We adopt a “first-in-first-out” policy to preserve the freshness of our caviar and reduce our loss rate. We maintain an inventory register which clearly records each inflow and outflow of our inventory. Periodic stock-take is conducted to ensure the accuracy of stock-in and stock-out information on record. To safeguard the palatability and freshness of our caviar products, they are stored at our food processing factory which is equipped with temperature control system that mandates a prescribed temperature range.

Quality Control

Food safety and quality control are of paramount importance to our reputation and business. To ensure food safety and quality, we have established a comprehensive set of standards and requirements covering each facet of our supply chain, ranging from procurement, logistics, warehousing to packaging.

We have adopted a stringent policy and procedure on selecting the source of caviar supply. Due to the perishable nature of caviar, we strictly require the caviar processing procedures which involve over 10 works steps covering roe removal from sturgeons, washing and salting of caviar, to be completed over a timeframe of 15 minutes. We have reviewed all certifications required from our caviar supplier in the PRC for, among other things, the operation of sturgeon farm in the PRC and exporting caviar products overseas. Our caviar products are endorsed with the CITES permits, which certifies that our caviar is legally traded. We conduct sample inspection on each incoming batch of caviar.

The supply chain management company has designated a quality control staff at our food processing factory to inspect and monitor the processing procedures. The quality control staff will conduct quality control testing and inspection throughout the packaging process and ensure the taste, size, quality and packaging of our caviar products conform with our quality standards and requirements.

Our caviar products are transported through cold-chain from the PRC sturgeon farm to the places designated by our customers in order to ensure their palatability and freshness.

Since the establishment of our caviar business and up to the date of this prospectus, we have not encountered any material food safety incidents and we had not experienced any product liability claims.

Environmental Protection

Both the PRC and Hong Kong are parties to the CITES. Pursuant to the Protection of Endangered Species of Animals and Plants Ordinance (Chapter 586 of the Laws of Hong Kong) (the “PESO”), the importation, introduction from the sea, exportation, re-exportation and possession or control of specified endangered species of animals and plants, along with parts and derivatives of those species, are regulated under the PESO. Schedule 1 to the PESO sets out a list of species and categorizes them into different appendices which are regulated with varying degrees of control under the PESO. Sturgeons are included as regulated species under the PESO. In compliance with the PESO, our caviar is endorsed with the Convention on International Trade in Endangered Species of Wild Fauna and Flora (“CITES”) permits, which certifies that our caviar is legally traded. For further details, please refer to the paragraph headed “Licenses and Permits” in this section below.

Due to the nature of our business, our operational activities do not directly generate industrial pollutants. As such, we have not directly incurred any cost of compliance with applicable environmental protection rules and regulations as of the date of this prospectus and do not expect that we will directly incur significant costs for such compliance in the future.

As of the date of this prospectus, we have not come across any material non-compliance issues in respect of any applicable laws and regulations on environmental protection. We have not been subject to any administrative sanctions or penalties that have a material and adverse effect on our financial condition or business operation.

Insurance

We maintain employees’ compensation insurance for our directors and employees at our office with AXA General Insurance Hong Kong Limited, which covers the liability to make payment in the case of death, injury or disability of all our employees under the Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) and at common law for injuries sustained at work. We believe that our current insurance policies are sufficient for our operations.

Employees

We had 12 full-time employees as of the date of the prosctus. All of our employees are stationed in Hong Kong. The following table sets forth the number of our full-time employees categorized by function:

We consider that we have maintained a good relationship with our employees and have not experienced any significant disputes with our employees or any disruption to our operations due to any labor disputes. In addition, we have not experienced any difficulties in the recruitment and retention of experienced core staff or skilled personnel.

Our remuneration package includes salary and discretionary bonuses. In general, we determine employees’ salaries based on their qualifications, position and seniority. In order to attract and retain valuable employees, we review the performance of our employees annually which will be taken into account in annual salary review and promotion appraisal. We provide a defined contribution to the Mandatory Provident Fund as required under the Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) for our eligible employees in Hong Kong.

Facilities

As of the date of this prospectus, we entered into the following lease agreements:

We believe that we will be able to obtain adequate facilities on reasonable terms principally through leasing, to accommodate our future expansion plans.

Licenses and Permits

CITES permits

Both the PRC and Hong Kong are parties to the CITES. Pursuant to the Protection of Endangered Species of Animals and Plants Ordinance (Chapter 586 of the Laws of Hong Kong) (the “PESO”), the importation, introduction from the sea, exportation, re-exportation and possession or control of specified endangered species of animals and plants, along with parts and derivatives of those species, are regulated under the PESO. Schedule 1 to the PESO sets out a list of species and categorizes them into different appendices which are regulated with varying degrees of control under the PESO. Sturgeons are included as regulated species under the PESO.

Importation from the PRC to Hong Kong

Under the PESO, an importer may import caviar into Hong Kong from any other jurisdiction (including the PRC) only if the importer (i) obtains an import license issued by the Director of Agriculture, Fisheries and Conservation Department of Hong Kong and produces such import license to an authorized officer of the Customs and Excise Department; and (ii) produces and surrenders the CITES permit issued by the relevant authorities of the exporting country to the authorized officer, for retention and cancellation.

In compliance with the PESO, the sturgeon farm or its agent is responsible for applying for CITES permit from the relevant regulatory authority in the PRC, while the supply chain management company is responsible for applying for import license from the Director of Agriculture, Fisheries and Conservation Department of Hong Kong on behalf of us.

Exportation from Hong Kong to foreign countries

Pursuant to the PESO, prior to the re-exportation of caviar out of Hong Kong, the re-exporter shall, pursuant to the PESO, apply for a re-export license from the Director of Agriculture, Fisheries and Conservation, which may be issued with or without conditions as the director considers appropriate. Any such re-export license obtained by the re-exporter shall be produced to an authorized officer of the Customs and Excise Department before the caviar is re-exported from Hong Kong.

In compliance with the PESO, we have engaged the supply chain management company to apply for re-export license from the Director of Agriculture, Fisheries and Conservation Department of Hong Kong on behalf of us when our caviar products are to be exported to foreign countries.

Food factory license

Pursuant to section 31(1) of the Food Business Regulation (Chapter 132X of the Laws of Hong Kong) (“FBR”), no person shall carry on or cause, permit or suffer to be carried on any food factory business except under and in accordance with a food factory license from the Food and Environmental Hygiene Department of Hong Kong (the “FEHD”), which is required for the food business involving the preparation of food for sale for human consumption off the premises.

The FEHD may grant a provisional food factory license to a new applicant who has fulfilled the basic requirements in accordance with the FBR pending fulfilment of all outstanding requirements for the issue of a full food factory license. A provisional food factory licenses is valid for a period of six months or lesser and a full food factory license is valid generally for a period of one year, both subject to payment of the prescribed license fees and continuous compliance with the requirements under the relevant legislation and regulations. A provisional food factory license is renewable once and a full food factory license is renewable annually.

In compliance with the FBR, the supply chain management company, being the landlord of our food processing factory premises, has obtained a food factory license from the FEHD for the operation of our food processing factory, which is valid for one year from April 18, 2024 to April 17, 2025, subject to further renewal.

Intellectual Property

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

Place of registration		Trademark		Status		Trademark Number		Classes		Expiry Date
Hong Kong				Registered, August 24, 2022		306044355		29, 35		August 23, 2032
The PRC				Registered, October 7, 2022		59662676		29		October 6, 2032
Macau				Registered, August 10, 2022		N/194408		29		August 10, 2029

Legal Proceedings

We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business. During the  the years ended December 31, 2023 and 2022 and as of the date hereof, neither we nor any of our subsidiaries have been involved in any litigation, claim, administrative action or arbitration which had a material adverse effect on the operations or financial condition of the Company.

REGULATION

Our business operations are conducted in Hong Kong and are subject to Hong Kong laws and regulations. This section summarizes the most significant rules and regulations that affect our business activities in Hong Kong.

Public Health and Municipal Services Ordinance

The legal framework for food safety control in Hong Kong is set out in Part V of the Public Health and Municipal Services Ordinance (Chapter 132 of the Laws of Hong Kong) (the “Public Health Ordinance”) and the relevant sub-legislations thereunder. The Public Health Ordinance requires the manufacturers and sellers of food to ensure that their products are fit for human consumption and comply with the requirements in respect of food safety, food standards and labeling.

As the business of our Group principally involves retail of natural and organic foods in Hong Kong, our Group is subject to the Public Health Ordinance.

Section 50 of the Public Health Ordinance prohibits the manufacturing, advertising and sale in Hong Kong of food or drugs that are injurious to health. Anyone who fails to comply with this section commits an offence which carries a maximum penalty of HK$10,000 and imprisonment for three months.

Section 52 of the Public Health Ordinance provides that, subject to a number of defenses in section 53 of the same ordinance, if a seller sells to the prejudice of a purchaser any food or drug which is not of the nature, substance or quality of the food or drug demanded by the purchaser, the seller shall be guilty of an offence which carries a maximum penalty of HK$10,000 and imprisonment for three months.

According to section 54 of the Public Health Ordinance, any person who sells or offers or exposes for sale or has in his possession for the purpose of sale or preparation for sale or deposits with, or consigns to, any person for the purpose of sale or of preparation for sale, any food intended for, but unfit for, human consumption, or any drug intended for use by human but unfit for that purpose, shall be guilty of an offence. The maximum penalty for contravention of section 54 is a fine of HK$50,000 and imprisonment for six months.

Section 61 of the Public Health Ordinance provides that it shall be an offense for any person to give with any food or drug sold by him/her, or to display with any food or drug offered for sale by him/her, any label which falsely describes the food or drug or which is calculated to mislead as to its nature, substance or quality. Further, it shall also be an offense if any person publishes, or is a party to the publication of, an advertisement falsely describing any food or drug or that is likely to mislead as to the nature, substance or quality of any food or drug. However, the offender can rely on warranty as a defense.

Section 71(2) of the Public Health Ordinance specifies that if a warranty is given by a person resident outside Hong Kong, it shall only be a defense if the company (i) has, not later than three clear days before the date of the hearing, sent to the prosecutor a copy of the warranty with a notice stating that he/she intends to rely on it and specifying the name and address of the person from whom he/she received it; and (ii) has also sent a like notice to that person. In addition, the company has to prove that it had taken reasonable steps to ascertain, and did in fact believe in, the accuracy of the statement contained therein.

Import and Export Ordinance

The Import and Export Ordinance (Chapter 60 of the Laws of Hong Kong) provides for the regulation and control of, amongst other things, the import and export of articles into or out of Hong Kong. According to the Import and Export (Registration) Regulations (Chapter 60E of the Laws of Hong Kong), a subsidiary legislation of the Import and Export Ordinance, an importer is under an obligation to lodge with the Customs and Excise Department an accurate and complete import declaration through a specified “Government Electronic Trading Services” provider. Further, a similar obligation is imposed on an exporter by the same Regulations.

Food Safety Ordinance

Food Safety Ordinance (Chapter 612 of the Laws of Hong Kong) (the “Food Safety Ordinance”) establishes a registration scheme for food importers and food distributors to require the keeping of records by persons who acquire, capture, import or supply food and to enable food import controls to be imposed.

Registration as food importer or distributor

Sections 4 and 5 of the Food Safety Ordinance require any person who carries on a food importation business or food distribution business to register with the Food and Environmental Hygiene Department as a food importer or food distributor.

Any person who does not register but carries on a food importation or distribution business, without reasonable excuse, commits an offence and is liable to a maximum fine of HK$50,000 and imprisonment for six months.

Record-keeping requirement relating to movement of food

Section 22 of the Food Safety Ordinance provides that a person who, in the course of business, imports food must record the following information about the acquisition of the food:

A record must be made under this section at or before the time the food is imported. Any person who fails to comply with the record-keeping requirement, without reasonable excuse, commits an offence and is liable to a maximum fine of HK$10,000 and imprisonment for three months.

Section 24 of the Food Safety Ordinance provides that a person who, in the course of business, supplies food in Hong Kong by wholesale must record the following information about the supply:

A record must be made under this section within 72 hours after the time the supply took place. Any person who fails to comply with the record-keeping requirement, without reasonable excuse, commits an offence and is liable to a maximum fine of HK$10,000 and imprisonment for three months.

Protection of Endangered Species of Animals and Plants Ordinance

Both China and Hong Kong are parties to the Convention on International Trade in Endangered Species of Wild Fauna and Flora (“CITES”). The Protection of Endangered Species of Animals and Plants Ordinance (Chapter 586 of the Laws of Hong Kong) (the “PESO”) came into effect on 1 December 2006 to give effect to the CITES in Hong Kong. The importation, introduction from the sea, exportation, re-exportation and possession or control of specified endangered species of animals and plants, along with parts and derivatives of those species, are thus regulated under the PESO. Schedule 1 to the PESO sets out a list of species and categorizes them into different appendices which are regulated with varying degrees of control under the PESO. Sturgeons (except the species included in Appendix I) are included as an “Appendix II species”.

Under the PESO, an importer may import into Hong Kong from any other jurisdiction (including the PRC) caviar if (i) the importer produces the CITES permit issued by the relevant authorities of the exporting country to an authorized officer of the Customs and Excise Department; (ii) an authorized officer has inspected the caviar to compare it with the particulars on the CITES permit and is satisfied that the particulars tally; and (iii) the importer surrenders to the authorized officer the CITES permit for retention and cancellation.

Prior to the re-exportation of caviar out of Hong Kong, the re-exporter shall, pursuant to the PESO, apply for a re-export license from the Director of Agriculture, Fisheries and Conservation, which may be issued with or without conditions as the director considers appropriate. Any such re-export license obtained by the re-exporter shall be produced to an authorized officer of the Customs and Excise Department before the caviar is re-exported from Hong Kong.

As stipulated in the PESO, a person commits an offence if he or she imports caviar without an import license or re-exports caviar without a re-export license. A person guilty of an offence above is liable on conviction to a fine and imprisonment. Higher penalties can be imposed by the court if the offence is committed for commercial purposes.

Consumer Goods Safety Ordinance

The Consumer Goods Safety Ordinance (Chapter 456 of the Laws of Hong Kong) (the “Consumer Goods Safety Ordinance”) imposes a duty on manufacturers, importers and suppliers of certain consumer goods to ensure that the consumer goods they supply are safe and for incidental purposes.

Our products, other than food (which are specifically excluded under the schedule of the Consumer Goods Safety Ordinance), are regulated by the Consumer Goods Safety Ordinance and the Consumer Goods Safety Regulation (Chapter 456A of the Laws of Hong Kong) (the “Consumer Goods Safety Regulation”).

Section 4(1) of the Consumer Goods Safety Ordinance requires consumer goods to be reasonably safe having regard to all of the circumstances including (a) the manner in which, and the purpose for which the products are presented, promoted or marketed; (b) the use of any mark in relation to the consumer goods, instructions or warnings given for the keeping, use or consumption of the consumer goods; (c) reasonable safety standards published by a standards institute or similar bodies for consumer goods of the description which applies to the consumer goods or for matters relating to consumer goods of that description; and (d) the existence of any reasonable means to make the consumer goods safer.

According to section 2(1) of the Consumer Goods Safety Regulation, where consumer goods on their packages are marked with, or where any labels affixed to or any documents enclosed in their packages contain, any warning or caution regarding the safe keeping, use, consumption or disposal, such warning or caution shall be in both the English and the Chinese languages. Such warnings and cautions, as required by section 2(2) of the Consumer Goods Safety Regulation, shall be legible and be placed in a conspicuous position on (a) the consumer goods; (b) any package of the consumer goods; (c) a label securely affixed to the package; or (d) a document enclosed in the package.

Food and Drugs (Composition and Labelling) Regulations

Food and Drugs (Composition and Labelling) Regulations (Chapter 132W of the Laws of Hong Kong) (the “Food and Drugs Regulations”), which are under the Public Health Ordinance, contains provisions governing the advertising and labeling of food.

Regulation 3 of the Food and Drugs Regulations provides that the composition of foods and drugs specified in Schedule 1 shall be up to the standards as specified in that schedule. The applicability of individual standards specified thereunder depends on whether the individual product in question is considered “drug” as defined in the Public Health Ordinance.

Pursuant to Regulation 5 of the Food and Drugs Regulations, any person who advertises for sale, sells or manufactures for sale any food or drug which does not conform to the relevant requirements as to the composition prescribed in Schedule 1 to the Food and Drugs Regulations commits an offence and is liable to a fine of HK$50,000 and imprisonment for six months.

Regulation 4A of the Food and Drugs Regulations requires all pre-packaged food and products sold by our Group (except for those listed in Schedule 4 thereto) to be marked and labeled in the manner prescribed in Schedule 3 to the Food and Drugs Regulations. Schedule 3 contains labeling requirements in respect of stating the product’s name or designation, ingredients, “best before” or “use by” date, special conditions for storage or instructions for use, manufacturer’s or packer’s name and address and count, weight or volume. Additionally, Schedule 3 also includes requirements on the appropriate language or languages for marking or labelling pre-packaged food. Contravention of those requirements may result in a conviction carrying a maximum penalty of HK$50,000 and imprisonment for six months.

In accordance with Regulation 4B of the Food and Drugs Regulations, generally pre-packaged food sold by our Group should be marked or labeled with its energy value and nutrient content in the manner prescribed in Part 1 of Schedule 5, and nutrition claims, if any, made on the label of the product or in any advertisement for the product should comply with Part 2 of Schedule 5. Contravention of those requirements may result in a conviction carrying a maximum penalty of HK$50,000 and imprisonment for six months.

Food Business Regulation

Regulation 31 of the Food Business Regulation (Chapter 132X of the Laws of Hong Kong) (the “Food Business Regulation”) provides that, except under and in accordance with a license granted under the Food Business Regulation, no person shall carry on or cause or permit or suffer to be carried on any food business including a food factory. “Food factory” is defined as any food business which involves the preparation of food for sale for human consumption off the premises.

Trade Descriptions Ordinance

The Trade Descriptions Ordinance (Chapter 362 of the Laws of Hong Kong) makes it an offence for any person, in the course of trade or business, to (i) apply for a false trade description to any goods; (ii) supply or offer to supply any goods to which a false trade description is applied; or (iii) has in his possession for sale or for any purpose of trade or manufacture any goods to which a false trade description is applied. Furthermore, pursuant to the same legislation, it is an offence for a person to import or export any goods to which a false trade description is applied.

Employment Ordinance

The Employment Ordinance (Chapter 57 of the Laws of Hong Kong) (the “EO”) provides for the protection of the wages of employees and regulates the general conditions of employment and employment agencies. Under the EO, an employee is generally entitled to, amongst other things, notice of termination of his or her employment contract; payment in lieu of notice; maternity protection in the case of a pregnant employee; not less than one rest day in every period of seven days; severance payments or long service payments; sickness allowance; statutory holidays or alternative holidays; and paid annual leave of up to 14 days depending on the period of employment.

Employees’ Compensation Ordinance

The Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) (the “ECO”) is provides for the payment of compensation to employees injured in the course of employment. As stipulated by the ECO, an employer is required to take out an insurance policy to insure against the injury risk of his or her employees. Any employer who contravenes this requirement commits a criminal offence and is liable on conviction to a fine and imprisonment. An employer who has taken out an insurance policy under the ECO is required to display a prescribed notice of insurance in a conspicuous place on each of its premises where any employee is employed.

Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong)

The Minimum Wage Ordinance provides for a prescribed minimum hourly wage rate (set at HK$40 per hour as at the date of this prospectus) during the wage period for every employee engaged under a contract of employment under the Employment Ordinance. Any provision of the employment contract which purports to extinguish or reduce the right, benefit or protection conferred on the employee by the Minimum Wage Ordinance is void.

Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) (“MPF Schemes Ordinance”)

Employers are required to enroll their regular employees (except for certain exempt persons) aged between at least 18 but under 65 years of age and employed for 60 days or more in a Mandatory Provident Fund (“MPF”) scheme within the first 60 days of employment.

For both employees and employers, it is mandatory to make regular contributions into a MPF scheme. For an employee, subject to the maximum and minimum levels of income (set at HK$30,000 and HK$7,100 per month, respectively, as at the date of this prospectus), an employer will deduct 5% of the relevant income on behalf of an employee as mandatory contributions to a registered MPF scheme with a ceiling (set at HK$1,500 as at the date of this prospectus). Employer will also be required to contribute an amount equivalent to 5% of an employee’s relevant income to the MPF scheme, subject only to the maximum level of income (set at HK$30,000 as at the date of this prospectus).

MANAGEMENT

Directors and Executive Officers

The following table provides information regarding our executive officers and directors as of the date hereof:

Kim Kwan Kings, WONG  is the chief executive officer, Director, and the Chairman of the board of the Company, overseeing the general corporate strategy and brand promotion management and business expansion. Mr. Wong is one of the founders of the Company, and has committed to expanding and promoting the Company’s business and international market for caviar products. Mr. Wong has extensive experience in market promotion, brand promotion, sales channel expansion, business planning in industries including new retail, health supplement, biotechnology, artificial intelligence. In the past five years, Mr. Wong has been the chief executive officer of TW HK.

Hung, CHEUNG is the Director of the Company. Mr. Cheung is responsible for our Group’s overall management, merger and acquisition and corporate/commercial transaction matters. Mr. Cheung has over 20 years of experience in corporate finance, business and administrative management. Since January 2023, Mr. Cheung has served as an executive director of Great Wall Terroir Holdings Limited (HKEx: 524), a company listed on the main board of the Stock Exchange of Hong Kong Limited. From 2015 to 2023, Mr. Cheung was a partner of DM Capital Limited, an asset management company based in the PRC. From January 2010 to October 2016, Mr. Cheung served as chairman of the board of China Biotech Services Holdings Limited (HKEx: 8037), a company listed on the GEM of the Stock Exchange of Hong Kong Limited. From 2003 to 2004, Mr. Cheung served as a non-executive director of Capital VC Limited (HKEx: 2324), a company listed on the main board of the Stock Exchange of Hong Kong Limited. Mr. Cheung obtained a Master of Business Administration from the Chinese University of Hong Kong in 2001.

Kwok Kuen, YUEN has served as our chief financial officer since December 1, 2022. Mr. Yuen has more than 20 years of experience of handling financial and audit operation in companies. From February 2004 to January 2008, Mr. Yuen worked in PricewaterhouseCoopers, with his last position as manager of the assurance department and from February 2008 to March 2015, he worked at PKF Hong Kong Limited with his last position as senior audit manager. Mr. Yuen has extensive experience in providing consulting services to reverse acquisition projects, merger and acquisition, due diligence, corporate reorganization, internal control and system inspection. Mr. Yuen is familiar with Hong Kong audit principals, corporation laws, listing rules, corporate audit, public offering and private placement. Mr. Yuen received a Bachelor degree of business from Monash University in September 1998. He is also member of CPA Australia and Hong Kong Institute of Certified Public Accountants. Since August 2016, Mr. Yuen has been an independent non-executive director of China Tian Yuan Healthcare Group Limited (HKEx: 557), a company listed on the Hong Kong Stock Exchange.

Feiyong, LI is our director and the chairman of the nominating committee and the member of the compensation committee and audit committee. Mr. Li has served as an independent director and the chairman of Nominating and Corporate Governance Committee of Jayud Global Logistics Limited (NASDAQ: JYD) since March 31, 2023. Mr. Li has extensive experience in advising equity investment projects in the Hong Kong and U.S. market and served a number of licensed corporations under the Securities and Futures Ordinance of Hong Kong. Mr. Li has been serving as the investment manager at Koala Securities Limited since 2019. Mr. Li previously served as the general manager of Zen Corporate Consulting Limited from 2012 to 2021, where he focused on providing public relations processing services, listing consulting services, and corporate investment and financing services. From 2013 to 2020, Mr. Li also served as the chief investment officer of CNI Securities Group Limited, where he was responsible for project investment and financing. From 2009 to 2011, Mr. Li consecutively served as the investment consultant of Kingston Securities Limited and Guoyuan Securities Brokerage (Hong Kong) Limited. Mr. Li received an advanced diploma in business studies from the Windsor Management College of Singapore in 2021.

Phei Suan, HO is our director and the chairwoman of the audit committee and the member of the nominating committee and the compensation committee. Ms. Ho has over 20 years’ experience in accounting, audit and corporate financing experience. Since October 2017, Ms. Ho served as the chief financial officer of Furniweb Holdings Limited (HKEx: 8480), a company listed on GEM of the Stock Exchange of Hong Kong Limited. From May 2014 to September 2017, Ms. Ho served as the group financial controller of PRG Holdings Berhad, a company listed on the main market of Busa Malaysia Securities Berhad. From April 2012 to April 2014, Ms. Ho served as the head of corporate finance of Encorp Berhad, a company listed on the main market of Busa Malaysia Securities Berhad. From April 2011 to March 2012, Ms. Ho served as the financial business consultant of Hewlett-Packard (Malaysia) Sdn Bhd. From March 2008 to October 2010, Ms. Ho served as an audit manager of KPMG China. From August 2002 to February 2008, Ms. Ho served as an audit manager of Ernst & Young in Malaysia. Ms. Ho obtained a bachelor degree of Accountancy from the University of Malaya in Malaysia in 2002. She has been a Chartered Accountant under the Malaysian Institute of Accountants since 2006 and a Certified Public Accountant of the Malaysian Institute of Certified Public Accountants since 2007.

Wai Chun, CHIK is our director and the chair of our compensation committee and the member of the nominating committee and audit committee. Ms. Chik has over 15 years of experience in the auditing, accounting, corporate governance and company secretarial matters. She currently serves as the company secretary of P.B. Group Limited, a company that is listed on the Hong Kong Stock Exchange (HKEx: 8331) since August 2019, and FingerTango Inc., a company that is listed on the Hong Kong Stock Exchange (HKEx: 6860) since July 2023. She also currently serves as the independent non-executive director at Boltek Holdings Limited, a company that is listed on the Hong Kong Stock Exchange (HKEx: 8601), since September 2021. Furthermore, Ms. Chik is currently the head of company secretarial department of P.B. Advisory Limited. Ms. Chik obtained the master of corporate governance degree from the Hong Kong Polytechnic University in 2015. She was admitted as a member of CPA Australia in June 2011. Ms. Chik was also certified as a certified public accountant by the Hong Kong Institute of Certified Public Accountants in September 2011, and was admitted as an associate of both the Hong Kong Chartered Governance Institute (formerly known as the Hong Kong Institute of Chartered Secretaries) and the Chartered Governance Institute (formerly known as the Institute of Chartered Secretaries and Administrators) in March 2016.

Family Relationships

None of the directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.

Board of Directors

Our board of directors consists of five directors. A director is not required to hold any shares in our company to qualify to serve as a director. Subject to the rules of the relevant stock exchange and disqualification by the chairman of the board of directors, a director may vote with respect to any contract, proposed contract, or arrangement in which he or she is materially interested. A director may exercise all the powers of the company to borrow money, mortgage its business, property and uncalled capital and issue debentures or other securities whenever money is borrowed or as security for any obligation of the company or of any third party. There are no directors’ service contracts with the Company or its subsidiaries providing for benefits upon termination of employment.

Committees of the Board of Directors

Our board of directors has established an audit committee, a compensation committee, and a nominating committee under the board of directors, and an investment committee under the management. Our board of directors has adopted a charter for the audit committee, the compensation committee, and the nominating committee. Each committee’s members and functions are described below.

Audit Committee. Our audit committee consists of Feiyong, LI, Phei Suan, HO, Wai Chun, CHIK. Ms. Phei Suan, HO is the chair of our audit committee. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be responsible for, among other things:

Compensation Committee. Our compensation committee consists of Feiyong, LI, Phei Suan, HO, Wai Chun, CHIK. Ms. Wai Chun, CHIK is the chair of our compensation committee. The compensation committee will be responsible for, among other things:

Nominating Committee. Our nominating committee consists of Feiyong, LI, Phei Suan, HO, Wai Chun. CHIK Mr. Feiyong, LI is the chair of our nominating committee. We have determined that Feiyong, LI, Phei Suan, HO, and Wai Chun, CHIK satisfy the “independence” requirements under NASDAQ Rule 5605. The nominating committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating committee will be responsible for, among other things:

Duties of Directors

Under Cayman Islands law, our directors owe fiduciary duties to us, including a duty of loyalty, a duty to act honestly, in good faith and with a view to our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also owe to our company a duty to act with skill and care. English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association (as may be amended from time to time) and the class rights vested thereunder in the holders of the shares. Our company has a right to seek damages against any director who breaches a duty owed to us. A shareholder may in certain limited exceptional circumstances have the right to seek damages in our name if a duty owed by our directors is breached.

Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The functions and powers of our board of directors include, among others:

Terms of Directors and Officers

Our officers are elected by and serve at the discretion of the board of directors. Our directors are not subject to a term of office and hold office until their resignation, death or incapacity, or until their respective successors have been elected and qualified or until his or her office is otherwise vacated in accordance with our articles of association as may be amended from time to time.

A director will also be removed from office automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors, (ii) dies or is found to be or becomes of unsound mind, (iii) resigns his office by notice in writing, (iv) without special leave of absence from our board, is absent from meetings of our board for a continuous period of six months, or (v) is removed from office pursuant to any other provisions of our memorandum and articles of association (as may be amended from time to time).

Limitation on Liability and Other Indemnification Matters

Cayman Islands law allows us to indemnify our directors, officers and auditors acting in relation to any of our affairs against actions, costs, charges, losses, damages and expenses incurred by reason of any act done or omitted in the execution of their duties as our directors, officers and auditors.

Under our memorandum and articles of association, we may indemnify our directors and officers, among other persons, from and against all actions, costs, charges, losses, damages and expenses which they or any of them may incur or sustain by reason of any act done, concurred in or omitted in or about the execution of their duty or supposed duty in their respective offices or trusts, except such (if any) as they shall incur or sustain through their own fraud or dishonesty.

Board Diversity

Agreements with Executive Officers and/or Directors

We have entered into employment agreements with our senior executive officers and/or Directors.

Mr. Kim Kwan Kings, WONG and Mr. Hung, CHEUNG

TW Cayman entered into separate employment agreements with: (a) Mr. Kim Kwan Kings, WONG, the Director, Chief Executive Officer, and the Chairman of the Board, on May 16, 2023; and (b) Mr. Mr. Hung, CHEUNG, the Director, on October 27, 2023, respectively (collectively, the Directors Employment Agreements).

The initial term of employment under the Directors Employment Agreements is for a term of one year unless terminated earlier. Upon expiration of the initial-year term, the Employment Agreements shall be automatically extended for successive one-year terms unless a three-months prior written notice to terminate the Directors Employment Agreement or unless terminated earlier pursuant to the terms of the Directors Employment Agreements.

Pursuant to the Directors Employment Agreements, Mr. Wong and Mr. Cheung will receive a nominal cash compensation of salary US$ 1 annually, each, for their capacities with TW Cayman. TW Cayman is entitled to terminate their agreement for cause at any time without remuneration for certain acts of Mr. Wong and Mr. Cheung, as being convicted of any criminal conduct, any act of gross or willful misconduct, or any severe, willful, grossly negligent, or persistent breach of any employment agreement provision, or engaging in any conduct which may make the continued employment of such officer detrimental to our company. Mr. Wong and Mr. Cheung have agreed to hold, both during and after the terms of his or her agreement, in confidence and not to use for the officer’s benefit or the benefit of any third party, any trade secrets, other information of a confidential nature or non-public information of or relating to us in respect of which we owe a duty of confidentiality to a third party. In addition, each Mr. Wong and Mr. Cheung has agreed not to, for a period of one year following the termination of his employment, carry on any business in direct competition with the business of the Top Wealth group of companies, solicit or seek or endeavor to entice away any customers, clients, representative, or agent of the Top Wealth group of companies or in the habit of dealing with the Top Wealth group of companies who is or shall at any time within two years prior to such cessation have been a customer, client, representative, or agent of the Top Wealth group of companies, and use a name including the words used by the Top Wealth group of companies in its name or in the name of any of its products, services or their derivative terms, or Chinese or English equivalent in such a way as to be capable of or likely to be confused with the name of the Top Wealth group of companies.

Furthermore, TW HK, our Operating Subsidiary, has entered letter of employment with Mr. Hung, CHEUNG on June 25, 2022. Pursuant to the letter of employment, commenced on July 1, 2022, Mr. Cheung have been employed as the Manager of TW HK, for a base monthly salary of HK$ 20,000 (approximately US$2,650) and Mandatory Provident Fund (MPF) pension contribution. As provided by the letter of employment, Mr. Cheung is required to refrain from servicing other company or business which will conflict with TW HK’s interest and from infringing the confidentiality principal of TW HK. Either Mr. Cheung or TW HK may terminate employment of Mr. Cheung with TW HK, by giving one month notice in writing.

Mr. Cheung will continue to receive compensation, in the form of salary and pension, from the Operating Subsidiary.

Mr. Kwok Kuen, YUEN

On May 16, 2023, TW Cayman entered into employment agreement with Mr. Mr. Kwok Kuen, YUEN, the Chief Financial Officer. This employment agreement shall continue to be effect until or unless terminated by either Mr. Yuen or TW Cayman by giving not less than three (3) months’ notice in writing or payment in lieu, or terminated earlier pursuant to the terms of the employment agreement. TW Cayman may terminate the Mr. Yuen’s employment immediately without notice or payment in lieu if Mr. Yuen: willfully disobeys a lawful and reasonable order, misconducts himself such conduct being inconsistent with the due and faithful discharge of his duties, commits a fraudulent or dishonest acts, is habitually neglectful in his duties; or on any other ground on which the TW Cayman would be entitled to terminate Mr. Yuen’s employment without notice at common law.

Pursuant to his employment agreements, Mr. Yuen receive cash compensation of salary HK$35,000 (approximately US$4,490) monthly.

Mr. Yuen further undertook to maintain in strict confidence any and all information of Top Wealth group of companies or of any other third parties to which he may have access. During and for a period of two (2) years after Mr. Yuen’s employment, Mr. Yuen will not use for his own account or divulge or disclose to any person, firm or company any trade secret, intellectual property or any other confidential information of the Top Wealth group of companies, include but shall not be limited to all information not in the public domain concerning the business, products, customer and client lists and contact details, procedures, processes and management strategies know-how, technology, accounts, finances, business and marketing plans, contracts, suppliers and business affairs of Top Wealth group of companies.

Both during and after a further period of six (6) months following the termination of his employment, Mr. Yuen has agreed not to, approach, canvass, solicit or otherwise endeavor to entice away from any person who at any time during the twelve (12) months preceding the termination of Mr. Yuen’s employment that has been a customer or supplier of the Top Wealth group of companies and during such period he shall not use his knowledge of or influence over any such customer or supplier to or for his own benefit or the benefit of any other person carrying on business in competition with the Company or otherwise use his knowledge of or influence over any such customer or supplier to the detriment of the Company, and not to solicit or entice or endeavor to solicit or entice away from Top Wealth group of companies any person who at the date of termination is employed or engaged by the Top Wealth group of companies in a managerial, executive or sales capacity and with whom Mr. Yuen has had material dealings or was directly managed by or reported to Mr. Yuen within the period of twelve (12) months immediately prior to the date of termination.

Furthermore, TW HK, our Operating Subsidiary, has entered letter of employment with Mr. Yuen on November 20, 2022. Pursuant to the letter of employment, commenced on December 1, 2022, Mr. Yuen have been employed as the Chief Financial Officer of TW HK, for a base monthly salary of HK$ 35,000 (approximately US$4,490) and Mandatory Provident Fund (MPF) pension contribution.

Compensation of Directors and Executive Officers

For the fiscal year ended December 31, 2023, we paid an aggregate of HK$ 876,000 (US$ 112,308) as compensation to our directors and executive officers as well as an aggregate of HK$36,000 (US$4,615) contributions to the Mandatory Provident Fund (“MPF”), a statutory retirement scheme introduced after the enactment of the Mandatory Provident Fund Schemes Ordinance in Hong Kong.

For the fiscal year ended December 31,2022 we paid an aggregate of HK$153,000 (US$19,615) as compensation to our directors and executive officers as well as an aggregate of HK$6,000 (US$769) contributions to the MPF.

As the appointments of our independent directors was effective on March 29, 2024, for the fiscal year ended December 31, 2023 and 2022, we did not have any non-executive directors and therefore have not paid any compensation to any non-executive directors.

Except our contribution to the MPF, we have not set aside or accrued any amount to provide pension, retirement, or other similar benefits to our directors and executive officers. We do not have any equity incentive plan in place as of the date of this prospectus.

Code of Conduct and Ethics and Executive Compensation Recovery Policy

We have adopted (i) a written code of business conduct and ethics and (ii) Executive Compensation Recovery Policy that applies to our officers, and employees, including our chief executive officer, chief financial officer, principal accounting officer or controller or persons performing similar functions, (collectively the “Policies”). We intend to disclose any amendments to the Policies, and any waivers of the Policies for our Directors, executive officers and senior finance executives, on our website to the extent required by applicable U.S. federal securities laws and the corporate governance rules of Nasdaq.

PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding the beneficial ownership of our share capital by:

The calculations in the table below are based on 29,000,000 Ordinary Shares outstanding as of the date of this prospectus, and 56,000,000 Ordinary Shares issued and outstanding immediately after the completion of this offering. All of our shareholders who own our Ordinary Shares have the same voting rights.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the SEC and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within sixty (60) days through the conversion or exercise of any convertible security, warrant, option or other right. More than one (1) person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within sixty (60) days, by the sum of the number of shares outstanding as of such date, plus the number of shares as to which such person has the right to acquire voting or investment power within sixty (60) days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our shares listed below have sole voting and investment power with respect to the shares shown.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company.

RELATED PARTY TRANSACTIONS

Employment Agreements and Indemnification Agreements

See “Management — Employment Agreements and Indemnification Agreements.”

Other Transactions with Related Parties

As of December 31, 2023, the Company had the following balances due with related parties:

As of December 31, 2022, the Company had the following balances due with related parties:

Mother Nature Health (HK) Limited has ceased to be a related party after December 31, 2022. On August 9, 2022, Mother Nature Health (HK) Limited entered into the trade transaction with the Operating Subsidiary, Top Wealth Group (International) Limited, from which the account receivables of the amount of $5,436 was incurred. The $5,436 account receivable have been fully paid by Mother Nature Health (HK) Limited as of the date of the prospectus. These transactions with Mother Nature Health (HK) Limited were not considered as related party transactions in the year ended December 31, 2023.

Kin Fai, CHONG, the former director and the former principal owner of Top Wealth Group (International) Limited prior to the reorganization of the group, currently a 10% shareholder of Winwin Development Group Limited, the Company’s controlling shareholder, received from the Company cash advance in the form of interest-free loans, which was to pay for his expenses generated from his business trip on July 14, 2021. The advance has been fully repaid as of the date of the this report.

Kim Kwan Kings, WONG is a director and CEO of the Company. On July 14, 2022 and December 31, 2021, Mr. Wong has lent cash to the Top Wealth Group (International) Limited, the Operating Subsidiary, in the form of interest-free loan, with the purpose of solidifying the its work capital. The outstanding amount due to Mr. Wong as of the date of the prospectus is $160,089.

During the fiscal year ended December 31, 2023, the Company had following related party transactions:

During the fiscal year ended December 31, 2022, the Company had following related party transactions:

During 2021, the Company had following related party transactions:

DESCRIPTION OF SHARE CAPITAL

Top Wealth Group Holding Limited is an exempted company incorporated in the Cayman Islands and our corporate affairs are governed by our articles of association, the Companies Act, and the common law of the Cayman Islands.

At incorporation, our authorized share capital is US$50,000, divided into 500,000,000 ordinary shares, par value US$0.0001 per share. Upon incorporation, 1 ordinary share of US$0.0001 was issued a par. On March 1, 2023, 99 ordinary shares of US$0.0001 each were issued at par. All these ordinary shares rank pari-passu with the exiting share in all respect.

Thereafter, on April 28, 2023, 650 ordinary shares of US$0.0001 each were issued to the Company’s then-sole owner at par. All these ordinary shares rank pari-passu with the exiting shares in all respect.

Furthermore, on the same date, April 18, 2023, the then-sole owner of the Company sold a total of 190 Ordinary Shares, out of its 750 Ordinary Shares, to five shareholders.

On October 12, 2023, in contemplation of Company’s initial public offering, the Company further issued 26,999,250 ordinary shares in aggregate to its existing shareholders at par value, on a pro rata basis proportional to the shareholders’ existing equity interests (collectively refers as the “Pro Rata Share Issuance”). After the Pro Rata Share Issuance, 27,000,000 Ordinary Shares were issued and outstanding. All these ordinary shares rank pari-passu with the exiting shares in all respect. This Pro Rata Share Issuance has treated as share split.

On April 18, 2024, the Company closed its initial public offering of 2,000,000 Ordinary Shares at a public offering price of US$4.00 per Ordinary Share.

As of the date of this prospectus, 29,000,000 Ordinary Shares were issued and outstanding.

Ordinary Shares

General

Our ordinary shares are issued in registered form, and are issued when registered in our register of members. Unless the board of directors determine otherwise, each holder of our ordinary shares will not receive a certificate in respect of such ordinary shares. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares. We may not issue shares or warrants to bearer.

As at the date of this Prospectus, the Company has no outstanding options, warrants and other convertible securities.

Subject to the provisions of the Companies Act and our articles regarding redemption and purchase of the shares, the directors have general and unconditional authority to allot (with or without confirming rights of renunciation), grant options over or otherwise deal with any unissued shares to such persons, at such times and on such terms and conditions as they may decide. The directors may deal with unissued shares either at a premium or at par, or with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise. No share may be issued at a discount except in accordance with the provisions of the Companies Act. The directors may refuse to accept any application for shares, and may accept any application in whole or in part, for any reason or for no reason.

Listing

Our Ordinary Share are traded on the Nasdaq Capital Market under the ticker symbol “TWG.”

Transfer Agent and Registrar

The transfer agent and registrar for the Ordinary Shares is VStock Transfer, LLC. The transfer agent and registrar’s address is 18 Lafayette Place, Woodmere, NY 11598.

Dividends

The holders of our Ordinary Shares are entitled to such dividends as may be declared by our Board of Directors, subject to the Companies Act. Subject to the provisions of the Companies Act and any rights attaching to any class or classes of shares under and in accordance with the articles, our articles provide that the directors may from time to time declare dividends (including interim dividends) and other distributions on shares of the Company in issue and authorize payment of the same out of the funds of the Company lawfully available therefor. Our shareholders may, by ordinary resolution, declare dividends but no such dividend shall exceed the amount recommended by the directors. No dividend shall be paid otherwise than out of profits or, subject to the restrictions of the Companies Act regarding the application of a company’s share premium account and with the sanction of an ordinary resolution, the share premium account. The directors when paying dividends to shareholders may make such payment either in cash or in specie.

Unless provided by the rights attached to a share, no dividend shall bear interest.

Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every shareholder of record present in person or by proxy at a general meeting shall have one vote and on a poll every shareholder of record present in person or by proxy shall have one (1) vote for each share registered in his name in the register of Members.

An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attached to the Ordinary Shares cast by those shareholders entitled to vote who are present in person or by proxy (or, in the case of corporations, by their duly authorized representatives) at a general meeting, while a special resolution requires the affirmative vote of a majority of not less than two-thirds of the votes attached to the Ordinary Shares cast by those shareholders who are present in person or by proxy (or, in the case of corporations, by their duly authorized representatives) at a general meeting. Both ordinary resolutions and special resolutions may also be passed by a unanimous written resolution signed by all the shareholders of our company, as permitted by the Companies Act and our amended and restated memorandum and articles of association. A special resolution will be required for important matters such as a change of name or making changes to our amended and restated memorandum and articles of association.

Cumulative Voting

Delaware law permits cumulative voting for the election of directors only if expressly authorized in the certificate of incorporation. There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands but our amended and restated memorandum and articles of association do not provide for cumulative voting.

Pre-emptive Rights

There are no pre-emptive rights applicable to the issue by us of Ordinary Shares under our amended and restated memorandum and articles of association.

Options Grants

Effective on August 1, 2022, Top Wealth (International) Limited (“TW HK”), the Operating Subsidiary, entered into a Corporate Development Consultant Appointment Agreement with Mr. Haitong, CHEN (the “Consultancy Agreement”), in which TW HK appointed Mr. Chen for a term of 10 months commencing from August 1, 2022 to June 30, 2023, subject to extension or early termination, to provide corporate development, project management, and capital financing consultancy services in connection to the Company’s IPO in the United States. Pursuant to the Consultancy Agreement, in addition to a fixed cash remuneration to Mr. Chen, TW HK will also cause TW Cayman to grant stock options to Mr. Chen to acquire an aggregate of 1,080,000 Ordinary Shares of TW Cayman after Company’s IPO, representing 4% of the Ordinary Shares of TW Cayman issued and outstanding prior to the IPO (the “Consultancy Stock Option”). The options granted to Mr. Chen will vest and become exercisable over a period of three years in three equal tranches, on the first, second, and third anniversary of the date of Company’s listing on Nasdaq capital market. All options shall be exercised after three anniversaries and within 60 months of Company’s listing, otherwise the unexercised options will be null and void. The applicable exercise price for the Consultancy Stock Option that to be granted to Mr. Chen is fifty percent (50%) of the IPO Price per Ordinary Shares offered by the Company.

Upon the expiration of the term of the Consultancy Agreement, Mr. Chen and the Company mutually agreed not to extend Consultancy Agreement.

Our Memorandum and Articles of Association

The following are summaries of the material provisions of our amended and restated memorandum and articles of association and the Companies Act, insofar as they relate to the material terms of our Ordinary Shares. They do not purport to be complete. Reference is made to our amended and restated memorandum and articles of association, a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part (and which is referred to in this section as, respectively, the “memorandum” and the “articles”).

Meetings of Shareholders

As a Cayman Islands exempted company, we are not obligated by the Companies Act to call shareholders’ annual general meetings; accordingly, we may, but shall not be obliged to, in each year hold a general meeting as an annual general meeting. Any annual general meeting held shall be held at such time and place as may be determined by our board of directors. All general meetings other than annual general meetings shall be called extraordinary general meetings.

The directors may convene a meeting of shareholders whenever they think necessary or desirable. At least 5 clear days’ notice of a general meeting shall be given to shareholders entitled to attend and vote at such meeting. The notice shall specify the place, the day and the hour of the meeting and the general nature of that business. In addition, if a resolution is proposed as a special resolution, the text of that resolution shall be given to all shareholders. Notice of every general meeting shall also be given to the directors. Subject to the Cayman Companies Act and with the consent of the shareholders who, individually or collectively, hold at least 90 percent of the voting rights of all those who have a right to vote at a general meeting, a general meeting may be convened on shorter notice.

Our board of directors must convene a general meeting upon the written requisition of one or more shareholders entitled to attend and vote at a general meeting of the Company holding not less than 10% of the rights to vote at such general meeting in respect to the matter for which the meeting is requested, specifying the purpose of the meeting and signed by each of the shareholders making the requisition. If the directors do not convene such meeting within 21 clear days’ from the date of receipt of the written requisition, those shareholders who requested the meeting or any of them may convene the general meeting themselves within three months after the end of such period of 21 clear days in which case reasonable expenses incurred by them as a result of the directors failing to convene a meeting shall be reimbursed by us.

No business may be transacted at any general meeting unless a quorum is present at the time the meeting proceeds to business. A quorum shall consist of the presence (whether in person or represented by proxy) of one shareholder if the Company has one shareholder and two shareholders if the Company has more than one shareholder. If, within fifteen minutes from the time appointed for the meeting, a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall be dissolved. In any other case, it shall stand adjourned to the same time and place seven days hence or to such other time or place as is determined by the directors, and if, at the adjourned meeting, a quorum is not present within fifteen minutes from the time appointed for the meeting, the shareholders present in person or by proxy at the meeting shall be a quorum. Subject to the articles, at every meeting, the shareholders present in person or by proxy may choose someone of their number to be the chairman.

A corporation that is a shareholder shall be deemed for the purpose of our memorandum and articles of association to be present at a general meeting in person if represented by its duly authorized representative. Where a duly authorized representative is present at a meeting that shareholder who is a corporate is deemed to be present in person; and the acts of the duly authorized representative are personal acts of that shareholder.

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before, or on, the declaration of the result of the show of hands) demanded by the chairman of the meeting or by one or more shareholders present who together hold not less than ten percent of the voting rights of all those who are entitled to vote on the resolution. Unless a poll is so demanded, a declaration by the chairman as to the result of a resolution and an entry to that effect in the minutes of the meeting, shall be conclusive evidence of the outcome of a show of hands, without proof of the number or proportion of the votes recorded in favor of, or against, that resolution.

If a poll is duly demanded it shall be taken in such manner as the chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, may, if he wishes, cast a second or casting vote.

Meetings of Directors

The business of our company is managed by the directors. Our directors are free to meet at such times and in such manner and places within or outside the Cayman Islands as the directors determine to be necessary or desirable. The quorum for the transaction of business at a meeting of directors shall be two unless the directors fix some other number. An action that may be taken by the directors at a meeting may also be taken by a resolution of directors consented to in writing by all of the directors.

Winding Up