DRS 1 filename1.htm

As confidentially submitted to the U.S. Securities and Exchange Commission on [●], 2025.

This draft registration statement has not been publicly filed with the U.S. Securities and
Exchange Commission and all information herein remains strictly confidential.

Registration No. 333-[●]

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

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

MEDI GROUP LIMITED

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Cayman Islands

[8900]

Not Applicable

(State or Other Jurisdiction

of Incorporation or Organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer

Identification No.)

Unit 15-16, 22/F., CEO Tower

77 Wing Hong Street

Cheung Sha Wan

Kowloon, Hong Kong

Telephone: +(852) 2388 1121

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Cogency Global Inc.

122 E. 42^nd Street, 18^thFloor

New York, New York 10168

Telephone: (800) 221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Clayton E. Parker, Esq.

K&L Gates

Southeast Financial Center, Suite 3900,

200 South Biscayne Boulevard,

Miami, FL, 33131, USA

Tel: 1-305-539-3306

Virginia Tam, Esq.

K&L Gates

44/F, Edinburgh Tower, The Landmark

15 Queen’s Road Central, Hong Kong

Tel: +852 2230 3535

Brad Haneberg, Esq.
Haneberg Hurlbert PLC
111 East Main Street, Suite 2010
Richmond, VA 23219
Tel: 1-804-554-4941

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

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

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

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

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

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

Emerging growth company ☒

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

The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after January 2025.

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

EXPLANATORY NOTE

This Registration Statement contains two prospectuses, as set forth below.

	●	*Public Offering Prospectus*. A prospectus to be used for the public offering by the Registrant of up to [3,000,000] Class A Ordinary Shares of the Registrant (the “Public Offering Prospectus”) through the underwriter named on the cover page of the Public Offering Prospectus.

	●	*Resale Prospectus*. A prospectus to be used for the resale up to [4,272,222] Class A Ordinary Share of the Registrant by selling shareholders (i) [Master Centric Limited] of [222,222] Class A Ordinary Shares; (ii) [Able Talent Business Limited] of [1,350,000] Class A Ordinary Shares; (iii) [Express Essential Holding Limited] of [1,350,000] shares; and (iv) [Many Trillion International Limited] of [1,350,000] shares (the “Resale Prospectus”). The Resale Shares contained in the Resale Prospectus will not be underwritten and sold through the underwriter. The Company will not receive any proceeds from the sale of shares by the selling shareholders.

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

	●	they contain different outside and inside front covers;
	●	they contain different Offering sections in the Prospectus Summary section beginning on page 5;
	●	they contain different Use of Proceeds sections on page [48];
	●	the Capitalization and Dilution sections on page [49], page [50] of the Public Offering Prospectus are deleted from the Resale Prospectus respectively;
	●	a Selling Shareholders section is included in the Resale Prospectus beginning on page Alt - 8;
	●	references in the Public Offering Prospectus to the Resale Prospectus will be deleted from the Resale Prospectus;
	●	the Underwriting section from the Public Offering Prospectus on page [127] is deleted from the Resale Prospectus and a Plan of Distribution is inserted in its place;
	●	the Legal Matters section in the Resale Prospectus on page [Alt-10] deletes the reference to counsel for the Underwriter; and
	●	the outside back cover of the Public Offering Prospectus is deleted from the Resale Prospectus.

The Registrant has included in this Registration Statement, after the financial statements, a set of alternate pages to reflect the foregoing differences of the Resale Prospectus as compared to the Public Offering Prospectus.

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

PRELIMINARY PROSPECTUS

Subject to Completion, dated [●], 2025

$[15,000,000] of Class A Ordinary Shares

MEDI Group Limited

This is an initial public offering of Class A Ordinary Shares, US$0.0001 par value per share (“Class A Ordinary Shares”) of MEDI Group Limited (“MEDG”, “Company”, “we”, “our” or “us”). The Company is offering on a firm commitment basis $15,000,000, [(3,000,000)] Class A Ordinary Shares. The initial public offering price of the Class A Ordinary Shares is between US$[4.00] to US$[5.00] per Ordinary Share.

Prior to this offering, there has been no public market for our Class A Ordinary Shares. We have applied to list our Class A Ordinary Shares on the Nasdaq Capital Market under the symbol “MEDG”. We have not been approved for listing on the Nasdaq Capital Market; however, we believe that we currently meet the Nasdaq Capital Market’s quantitative listing requirements and believes that upon the completion of the offering, we will meet the standards for listing on the Nasdaq Capital Market. We will not consummate and close this offering without a listing approval letter from the Nasdaq Capital Market. There can be no assurance that we will be successful in listing our Class A Ordinary Shares on the Nasdaq Capital Market.

MEDG is a holding company incorporated in the Cayman Islands with no material operations of its own. We conduct our operations in Hong Kong through our directly hold subsidiaries, MEDI Trade Holding Limited, a holding company incorporated under the laws of Hong Kong, and its subsidiaries: (i) the Grand Century Holding Company Limited (“GCHL”); (ii) Doctor’s Concept Medical and Cosmetics Company Limited (“DCMCL”); and (iii) MEDI Trade Corporation Limited (“MTL”), all incorporated in Hong Kong (collectively, the “Operating Subsidiaries”).

Investors are cautioned that the Class A Ordinary Shares they are buying are shares of the MEDG, a Cayman Islands holding company, and not shares of the Operating Subsidiaries. Investors in this offering will not directly hold equity interests in the Operating Subsidiaries.

Since our business operations are conducted in Hong Kong through our Operating Subsidiaries, the Chinese government may exercise significant oversight and discretion over the conduct of business in Hong Kong and may intervene in or influence our Operating Subsidiaries’ operations at any time, which could result in a material change in their operations and/or the value of our Class A Ordinary Shares.

China and PRC shall refer to the People’s Republic of China, including Hong Kong, Macau, and Taiwan; however, the only time such jurisdictions are not included in the definition of the PRC and China in this prospectus is when we make reference to the specific laws that have been adopted by the PRC.

We are an “Emerging Growth Company” and a “Foreign Private Issuer” under applicable U.S. federal securities laws and, as such, are eligible for reduced public company reporting requirements. Please see “Implications of Being an Emerging Growth Company” and “Implications of Being a Foreign Private Issuer” on page 15 of this prospectus for more information.

Investing in our Class A Ordinary Shares involves significant risks. The risks could result in a material change in the value of the securities we are registering for sale including the risk of losing your entire investment or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. See “Risk Factors” beginning on page 20 to read about factors you should consider before buying our Class A Ordinary Shares.

We are subject to legal and operational risks associated with having certain of our Operating Subsidiaries’ operations in Hong Kong, including risks related to the legal, political and economic policies of the Chinese government, the relations between China and Hong Kong and China and the United States, or Chinese or United States regulations, which risks could result in a material change in our operations and/or cause our Class A Ordinary Shares to significantly decline in value or become worthless and affect our ability to offer or continue to offer securities to investors. Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. We may be subject to these regulatory actions or statements. Although we have not engaged in any monopolistic behavior, our business does involve the collection of user data and may implicate cybersecurity reviews. We currently expect that these new regulations may have an impact on our Operating Subsidiaries or this offering.

On February 17, 2023, with the approval of the State Council, the China Securities Regulatory Commission (the “CSRC”) promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (“Trial Measures”), and five supporting guidelines, which came into effect on March 31, 2023. Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following their submission of initial public offerings or listing applications. If a domestic company fails to complete the required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings and fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines.

The filing requirements under the Trial Measurements do not apply to the Company since: (i) the revenue, total profit, total assets or net assets of the Company is 100% of outside PRC in total for the fiscal year ended June 30, 2023; and (ii) the majority of senior management are non-PRC citizens and reside in Hong Kong.

However, there can be no assurance that the relevant PRC governmental authorities, including the CSRC, would reach the same conclusion as us, or that the CSRC or any other PRC governmental authorities would not promulgate new rules or new interpretation of current rules (with retrospective effect) to require us to obtain CSRC or other PRC governmental approvals for this offering. If we inadvertently concluded that such approvals are not required, our ability to offer or continue to offer our Class A Ordinary Shares to investors could be significantly limited or completed hindered, which could cause the value of our Class A Ordinary Shares to significantly decline or become worthless. We may also face sanctions by the CSRC, the CAC or other PRC regulatory agencies. These regulatory agencies may impose fines, penalties, limit our operations in China, or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities. See “Risk Factors” beginning on page 20 for a discussion of these legal and operational risks and other information that should be considered before making a decision to purchase our Class A Ordinary Shares.

Although Hong Kong is a Special Administrative Region and a dependency of the PRC, it has enacted its own laws pertaining to data security and anti-monopoly concerns. Hong Kong has enacted the Personal Data (Privacy) Ordinance (the “PDPO”) to ensure an adequate level of data protection to retain its status as an international trading center and to give effect to human rights treaty obligations. Moreover, Hong Kong has also enacted a similar piece of legislation regulating competition in the market (the “Competition Ordinance”). The Competition Ordinance prohibits: (i) anti-competitive agreements and concerted practices; and (ii) abuse of power with the object or effect of preventing, restricting or distorting competition in Hong Kong. If we were to be found in violation of either of these laws, our Hong Kong Operating Subsidiary’s operations may be restricted, and it may be required or elect to make changes to its operations in Hong Kong so as to be in accordance with the PDPO and/or the Competition Ordinance. Moreover, Hong Kong authorities may take other action against us, such as imposing taxes or other penalties, which could materially affect our financial results. Thus, our revenue and business operations in Hong Kong would be adversely affected.

In addition, the Holding Foreign Companies Accountable Act (the “HFCAA”), which prohibits foreign companies from listing their securities on U.S. exchanges if the Company’s auditor has been unavailable for PCAOB inspection or investigation for three consecutive years, became law in December 2020. On December 16, 2021, the PCAOB issued a determination (the “Determination Report”) that the PCAOB 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 authorities in those jurisdictions, and the PCAOB included in the Determination Report a list of the accounting firms that are headquartered in the PRC or Hong Kong. On December 15, 2022, the PCAOB announced that it has secured complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate the previous 2021 Determination Report to the contrary. The SEC adopted final amendments to its rules to implement the HFCAA, which went into effect on January 20, 2022. As part of the SEC’s final rules, identified issuers will need to provide additional disclosures in subsequent filings that prove the issuer is not owned or controlled by a governmental authority in the foreign jurisdiction of the audit firm identified by the PCAOB in the Determination Report. Our auditor, TAAD LLP, which is based in Diamond Bar, California, is registered with the PCAOB, is subject to PCAOB regular inspection and was last inspected in November 2022. The PCAOB shall be able to inspect or investigate completely our auditor or our work papers.

Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which was enacted on December 29, 2022, and amended 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 August 26, 2022, the CSRC, the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”) to allow the PCAOB to inspect and investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, consistent with the Holding Foreign Companies Accountable Act (the “HFCA Act”), and the PCAOB will be required to reassess its determinations by the end of 2022. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.

On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. On December 29, 2022, the AHFCAA was enacted, which amended the HFCA Act by decreasing the number of non-inspection years from three years to two, thus reducing the time period before our common stock may be prohibited from trading or delisted. Notwithstanding the foregoing, in the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor, then such lack of inspection could cause our securities to be delisted from the stock exchange. See “Risk Factors — Risks Related to Doing Business in China and Hong Kong — Our Class A Ordinary Shares may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors.”

As a holding company, we will rely on dividends and other distributions on equity paid by our Hong Kong Operating Subsidiaries for our cash and financing requirements. If our Hong Kong Operating Subsidiaries incur debt on their own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to us. However, none of our Operating Subsidiaries have paid any dividends or other distributions to our holding company as of the date of this prospectus. In the future, cash proceeds raised from overseas financing activities, including this offering, may be transferred by us to our Hong Kong Operating Subsidiaries via capital contribution or shareholder loans, as the case may be. As of the date of this prospectus, we have not paid any dividends or made any distributions to any U.S. investors.

As of the date of this prospectus, there have been no cash flows between our Cayman Islands holding company and any of our Subsidiaries or Operating Subsidiaries. Because our operations are completely in Hong Kong, the transfer of funds among companies is unrestricted. We intend to conduct regular review and management of all of our Subsidiaries’ and Operating Subsidiaries’ cash transfers and report to our Board of Directors.

Upon completion of this offering, our issued and outstanding shares will consist of [12,672,222] Class A Ordinary Shares, assuming the underwriters do not exercise their over-allotment option to purchase additional [15]% Ordinary Shares to be offered by us pursuant to this offering, or [450,000] Class A Ordinary Shares, assuming the over-allotment option is exercised in full. As of the date of this prospectus, Master Centric Limited, a British Virgin Islands company (“MCL”) owns 65% of our Ordinary Shares. We will be a controlled company as defined under Nasdaq Marketplace Rule 5615(c) because, immediately after the completion of this offering, Mr. Ng Hon Kin, our controlling shareholder, Chairman and Executive Director, through his ownership of 99% of Ideal Success Limited (“ISL”), a company incorporated under the laws of Cayman Islands, of the outstanding shares of MCL, will own [57.76]% of our total issued and outstanding Ordinary Shares, representing [96.47]% of the total voting power, assuming that the underwriters do not exercise their over-allotment option, or [13.04]% of our total issued and outstanding Ordinary Shares, representing [0.12]% of the total voting power, assuming that the over-allotment option is exercised in full].

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

	Per Share		Total ⁽³⁾
Initial public offering price	US$	[5]	US$	[15,000,000]
Underwriting discounts and commissions to be paid by us ⁽¹⁾	US$	[1,050,000]	US$	[1,050,000]
Proceeds to the Company before expenses ⁽¹⁾⁽²⁾	US$	[13,950,000]	US$	[13,950,000]

⁽¹⁾We have agreed to pay the underwriters a discount equal to [6]% of the gross proceeds of the offering. This table does not include a non-accountable expense allowance equal to [1]% of the gross proceeds of this offering payable to the underwriters. For a description of the other compensation to be received by the underwriters, see “Underwriting” beginning on page [127].

⁽²⁾Excludes fees and expenses payable to the underwriters and other expenses of this offering. The total amount of underwriters’ expenses related to this offering is set forth in the section entitled “Expenses Related to This Offering” on page [123].

⁽³⁾Assumes that the underwriters do not exercise any portion of their over-allotment option.

We have granted the underwriters an option, exercisable from time to time in whole or in part, to purchase up to [15]% [(450,000 shares)] of the total number of Class A Ordinary Shares to be offered by us pursuant to this offering (excluding Ordinary Shares subject to this option) at the initial public offering price, less underwriting discounts, and commissions, within [30] days from the date of this prospectus to cover over-allotments, if any. If the underwriters exercise the option in full, the total underwriting discounts payable will be US$[1,207,500], and the total proceeds to us, before expenses, will be US$[16,04,250].]

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

The underwriters expect to deliver the Class A Ordinary Shares to the purchasers against payment on or about [●], 2025.

You should not assume that the information contained in the registration statement of which this prospectus is a part is accurate as of any date other than the date hereof, regardless of the time of delivery of this prospectus or of any sale of the Ordinary Shares being registered in the registration statement of which this prospectus is a part.

No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.

The underwriters expect to deliver the Class A Ordinary Shares against payment as set forth under “Underwriting,” on or about [●], 2025.

WESTPARK CAPITAL

卫澎资本

The date of this prospectus is , 2025.

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS	1
PRESENTATION OF FINANCIAL INFORMATION	1
MARKET AND INDUSTRY DATA	1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	2
DEFINITIONS	3
PROSPECTUS SUMMARY	5
SUMMARY FINANCIAL DATA	19
RISK FACTORS	20
ENFORCEABILITY OF CIVIL LIABILITIES	46
USE OF PROCEEDS	48
CAPITALIZATION	49
DIVIDENDS AND DIVIDEND POLICY	50
DILUTION	50
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA	51
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	53
HISTORY AND CORPORATE STRUCTURE	66
INDUSTRY OVERVIEW	67
BUSINESS	73
REGULATORY ENVIRONMENT	85
MANAGEMENT	103
PRINCIPAL SHAREHOLDERS	109
RELATED PARTY TRANSACTIONS	111
DESCRIPTION OF SHARE CAPITAL	112
CERTAIN CAYMAN ISLANDS COMPANY CONSIDERATIONS	116
SHARES ELIGIBLE FOR FUTURE SALE	122
EXPENSES RELATED TO THIS OFFERING	123
MATERIAL TAX CONSIDERATIONS	124
UNDERWRITING	127
LEGAL MATTERS	133
EXPERTS	133
WHERE YOU CAN FIND ADDITIONAL INFORMATION	133
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

Until [●], 2025, all dealers that effect transactions in these Class A Ordinary Shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

ABOUT THIS PROSPECTUS

Neither the Company nor any of the underwriters have authorized anyone to provide you with any information or to make any representations other than as contained in this prospectus or in any related free writing prospectus. Neither the Company nor the underwriters take responsibility for, or provide any assurance about the reliability of, any information that others may give you. This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: neither the Company nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Ordinary Shares and the distribution of this prospectus outside the United States.

PRESENTATION OF FINANCIAL INFORMATION

Basis of Presentation

Unless otherwise indicated, all financial information contained in this prospectus is prepared and presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP” or “GAAP”).

Certain amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, amounts, percentages and other figures shown as totals in certain tables or charts may not be the arithmetic aggregation of those that precede them and amounts, and figures expressed as percentages in the text may not total 100% or, when aggregated, may not be the arithmetic aggregation of the percentages that precede them.

For the purpose of undertaking a public offering of its Ordinary Shares, the Company has engaged in a series of restructuring transactions resulting in 17,550,000 Class B Ordinary Shares representing 65% of the issue share capital held by Master Centric Limited as of March 28, 2024. The financial statements which have been retroactively restated to the beginning of the first period presented herein.

Financial Information in U.S. Dollars

Our reporting currency is the US dollar and our functional currency is the Hong Kong dollar. For the purpose of presenting these financial statements of our Operating Subsidiary, the Company’s assets and liabilities are expressed in United State dollars at the exchange rate on the balance sheet date, which is 7.8083 and 7.8363 as of June 30, 2024 and 2023, respectively; shareholders’ deficit accounts are translated at spot rates at year-end, and income and expense items are translated at the average exchange rate during the period, which is 7.8188 and 7.8373 for the year ended June 30, 2024 and 2023, respectively.

This prospectus also contains translations of Hong Kong dollars into U.S. dollars for the convenience of the reader. Unless otherwise stated, all translations of Hong Kong dollars into U.S. dollars were made at US$1.00 to HK$7.80, the exchange rates set forth in linked exchange system of Hong Kong We make no representation that the Hong Kong dollar or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Hong Kong dollars, as the case may be, at any particular rate or at all.

MARKET AND INDUSTRY DATA

Certain market data and forecasts used throughout this prospectus were obtained from internal company surveys, market research, consultant surveys, reports of governmental and international agencies and industry publications and surveys. Industry publications and third-party research, surveys and reports generally indicate that their information has been obtained from sources believed to be reliable. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industry Overview” and “Business.” These statements relate to events that involve known and unknown risks, uncertainties, and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “believe,” “plan,” “expect,” “intend,” “should,” “seek,” “estimate,” “will,” “aim” and “anticipate,” or other similar expressions, but these are not the exclusive means of identifying such statements. All statements other than statements of historical fact included in this document, including those regarding future financial position and results, business strategy, plans and objectives of management for future operations (including development plans and dividends) and statements on future industry growth are forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements that are forward-looking statements, including in our periodic reports that we will file with the SEC, other information sent to our shareholders and other written materials.

These forward-looking statements are subject to risks, uncertainties, and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Risk Factors” and in this section of the prospectus.

Important factors that could cause our actual results to differ materially from those in the forward-looking statements include, but are not limited to, regional, national, or global political, economic, business, competitive, market and regulatory conditions and the following:

	●	our Operating Subsidiaries’ business strategies, operating plans, and business prospects;

	●	our Operating Subsidiaries’ capital commitment plans and funding requirements;

	●	our ability to effectuate and manage our Operating Subsidiaries’ planned business expansion;

	●	our Operating Subsidiaries’ ability to attract customers and maintain customer loyalty;

	●	our Operating Subsidiaries’ ability to retain senior management team members and recruit qualified and experienced new team members;

	●	our Operating Subsidiaries’ ability to maintain their competitiveness and operational efficiency;

	●	our Operating Subsidiaries’ prospective financial conditions;

	●	general economic market and business and financial conditions in Hong Kong, the PRC and globally;

	●	laws, regulations, and rules for the personal care electric appliance industry in Hong Kong and globally;

	●	future trends, developments, and conditions in the personal care electric appliance industry in Hong Kong and globally;

	●	certain statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to trends in prices, volumes, and operations;

	●	our ability to execute strategies for our Operating Subsidiaries;

	●	changes in the need for capital and the availability of financing and capital to fund those needs;

	●	our ability to anticipate and respond to changes in the markets in which our Operating Subsidiaries operate, and to client demands, trends and preferences;

	●	exchange rate fluctuations, including fluctuations in the exchange rates of currencies that are used in our Operating Subsidiaries’ business;

	●	changes in interest rates or rates of inflation;

	●	legal, regulatory, and other proceedings arising out of our Operating Subsidiaries’ operations; and

	●	other factors that are described in “Risk Factors.”

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update nor revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. 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 is a part, completely and with the understanding that our actual future results or performance may be materially different from what we expect.

This prospectus contains certain data and information that we obtained from various research and other publications. Statistical data in these publications also include projections based on a number of assumptions. The markets for providing medical cosmetology services and traditional facial services may not grow at the rate projected by such market data, or at all. Failure of our industry to grow at the projected rate may have a material and adverse effect on our business and the market price of our Ordinary Shares. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

DEFINITIONS

“Amended and Restated Articles” means the amended and restated articles of association of our Company to be adopted by the Company which will take effect immediately prior to completion of the offering, a copy of which is filed as Exhibit [3.2] to our Registration Statement.

“Amended and Restated Memorandum” means the amended and restated memorandum of association of our Company to be adopted by the Company which will take effect immediately prior to completion of the offering, a copy of which is filed as Exhibit [3.2] to our Registration Statement.

“Amended and Restated Memorandum and Articles” means the Amended and Restated Memorandum and the Amended and Restated Articles together.

“Business Day” means a day (other than a Saturday, Sunday, or public holiday in the U.S.) on which licensed banks in the U.S. are generally open for normal business to the public.

“BVI” means the British Virgin Islands.

“CAGR” means compound annual growth rate.

“Class A Ordinary Shares” means class A ordinary shares of par value US$0.0001 each of the Company.

“Class B Ordinary Shares” means class B ordinary shares of par value US$0.0001 each of the Company.

“Companies Act” means the Companies Act (as revised) of the Cayman Islands, as amended, supplemented and/or otherwise modified from time to time.

“Companies Ordinance” means the Companies Ordinance (Chapter 622 of the laws of Hong Kong) as amended, supplemented, or otherwise modified.

“Controlling Shareholder” means for the purposes of our Company, Mr. NG Hon Kin, individually, and Master Centric Limited, a British Virgin Islands company, as a group, where the context requires.

“COVID-19” means the Coronavirus Disease 2019.

“DCMCL” means Doctor’s Concept Medical and Cosmetics Company Limited, a private company limited by shares incorporated on June 21, 2006, under the laws of Hong Kong and one of our Operating Subsidiaries holding trade name(s) in Hong Kong.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“GCHL” means Grand Century Holding Company Limited, a private company limited by shares incorporated on March 31, 2004 under the laws of Hong Kong and one of our Operating Subsidiaries conducting business operations in Hong Kong

“Group,” “our Group,” “we,” “us,” or “our” means our holding company and its subsidiaries or any of them, or where the context so requires, in respect of the period before our Company became the holding company of its present subsidiaries, such subsidiaries as if they were subsidiaries of our Company at the relevant time or the businesses which have since been acquired or carried on by them or, as the case may be, their predecessors.

“ISL” means Ideal Success Limited, a Cayman Islands company incorporated on February 28. 2024, which is a 100% holding company of “MCL” (define below) not conducting any business operations.

“Independent Third Party” means a person or company who or which is independent of and is not a 5% owner of, does not control and is not controlled by or under common control with any 5% owner and is not the spouse nor descendant (by birth or adoption) of any 5% owner of the Company.

“MCL” means Master Centric Limited, a British Virgin Islands company incorporated on December 15, 2023, which is a holding company not conducting any business operations but owning [17,550,00], shares (65%) of the total issued and outstanding shares of the Company before this offering, and whose 99% issued, and outstanding shares are owned by Mr. NG Hon Kin, a Controlling Shareholder, and Chairman and Executive Director of the Company.

“MEDG” “Company,” “we,” “us” or “our” means our holding company, MEDI Group Limited, an exempted company with limited liability incorporated on March 13, 2024, under the laws of the Cayman Islands.

[“Memorandum of Association” means the memorandum of association of our Company adopted on March 13, 2024, a copy of which is filed as Exhibit [●] to our Registration Statement filed with the SEC on [●], 2025.]

“NASDAQ Market” means an online global electronic marketplace for buying and selling securities, which operates 25 markets, 1 clearinghouse and 5 central securities depositories in the United States and Europe.

“Operating Subsidiaries” means GCHL, DCMCL and MTL.

“Ordinary Shares” means Class A Ordinary Shares and Class B Ordinary Shares of the Company.

“PRC” or “China” means the People’s Republic of China, excluding, for the purposes of this prospectus, Hong Kong, and Macau Special Administrative Region of the People’s Republic of China and Taiwan.

“Principal Shareholder” means MCL, a British Virgins Islands company beneficially owned 99% by Mr. NG Hon Kin, our Chairman and Executive Director.

“Reorganization” means the reorganization arrangements undertaken by our Group in preparation for the listing on the Nasdaq Market, which are described in more detail in “History and Corporate Structure” in this prospectus.

“MTHL” means MEDI Trade Holding Limited, a Hong Kong company limited by shares incorporated on March 21, 2024, under the laws of Hong Kong and the holding company of our Operating Subsidiaries.

“MTL” means MEDI Trade Corporation Limited, a Hong Kong company limited by shares incorporated on March 22, 2024, under the laws of Hong Kong and as the treasury control company of our Operating Subsidiaries.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“SEC” or “Securities and Exchange Commission” means the United States Securities and Exchange Commission.

“US$,” “$” or “USD” means United States dollar(s), the lawful currency of the United States.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you, and we urge you to read this entire prospectus carefully, including the “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and our consolidated financial statements and notes to those statements, included elsewhere in this prospectus, before deciding to invest in our Ordinary Shares. This prospectus includes forward-looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements.” Unless otherwise stated, all references to “us,” “our,” “we,” the “Company,” and similar designations refer to MEDI Group Limited, a Cayman Islands exempted company with limited liability.

Overview and Corporate History

MEDI Group Limited, incorporated on March 13, 2024, under the laws of the Cayman Islands, is the holding company of our Operating Subsidiaries, GCHL, DCMCL and MTL. Through our Operating Subsidiaries, we represent over two decades of experience providing principally medical cosmetology services and traditional/normal beauty treatments in Hong Kong. Our operating history began in 2004 when GCHL was founded in Hong Kong by Mr. Ng Hon Kin to provide medical aesthetic and traditional/normal beauty treatments and products. As the medical aesthetic services legally need a registered medical practitioner, Mr. Ng start GCHL by partnering with a Hong Kong registered medical practitioner, who is an experienced practitioner of medical cosmetics in Hong Kong, to provide medical cosmetology services to high-end customers.

We target consumers in the middle market. Our value proposition is that we deliver quality aesthetics solutions tailored to the unique needs of each customer at competitive prices. Our strategy is to differentiate ourselves by offering high-quality treatments and personalized services at a reasonable price instead of generic services at a discounted price. To cultivate customer loyalty, we seek to nurture a sense of belonging by personalizing the visitor experience so that our customers perceive our brand as one that aligns with their values and lifestyle.

We have experienced fluctuations in revenue since the COVID-19 pandemic measures were lifted in early 2023. Our total revenue for the years ended June 30, 2024 and 2023 was US$6.13 million and US$8.06 million, respectively, representing a year-over-year decrease of approximately 24%.

Reorganization

Effective March 28, 2024, our Group completed a reorganization to consolidate its business operations in Hong Kong into an offshore corporate holding structure to expand our operations and in anticipation of listing on a recognized securities market. The Company was incorporated on March 13, 2024. The Reorganization resulted in the corporate structure as set forth in the chart below. The primary reason for this offering and our listing on the Nasdaq Market is to allow us to raise funds to strengthen our market position, to further expand our market share in Hong Kong and overseas, and to launch skin care and beauty products, and research and development of medical cosmetology devices, services and products. The net proceeds from the offering from the sales of the Ordinary Shares by us will be used for, among other things: (i) to expand our market penetration in South East Asia; (ii) to build our research and development ability and capability; (iii) to penetrate and further expand in existing market; and (iv) for general working capital. We will not receive any of the proceeds from the sale of the Ordinary Shares by the Selling Shareholder. We believe that a public listing status will also enhance our corporate profile for the public and potential clients and investors. For details, please refer to the section headed “Use of Proceeds” on page [48] of this prospectus and “History and Corporate Structure” on page [66] of this prospectus.

The major steps of the Reorganization were as follows:

	(i)	incorporation on March 13, 2024, of MEDI Group Limited in the Cayman Islands as an exempted company with limited liability with an authorized share capital of US$10,000 consisting of 15,000,000 preference shares of par value US$0.0001 each (“Preference Shares”, each a “Preference Share”), and 85,000,000 ordinary shares of par value of US$0.0001 each; at incorporation 1 Ordinary Share was allotted and issued to the initial subscriber (“Initial Subscriber Share”); on March 28, 2024, the Initial Subscriber Share was transferred to MASTER CENTRIC LIMITED (“MCL”) and an additional 26,999,999 Ordinary Shares were allotted and issued to MCL and other shareholders, which include 17,549,999 Ordinary Shares to MCL, representing 65% of the then entire issued share capital of the Company;

	(ii)	Upon the Reorganization, on March 13, 2024, the Company completed a private placement of an aggregate of 9,450,000 Class A Ordinary Shares owned by it at an average price of $0.05 per share to:

	1.	ACE MIRACLE GROUP LIMITED 2,700,000 Class A Ordinary Shares;
	2.	MANY TRILLION INTERNATIONAL LIMITED 1,350,000 ordinary shares;
	3.	EXPRESS ESSENTIAL HOLDINGS LIMITED 1,350,000 ordinary shares;
	4.	WINLOVER LIMITED 1,350,000 ordinary shares;
	5.	ABLE TALENT BUSINESS LIMITED 1,350,000 ordinary shares;
	6.	MCA LIMITED 540,000 ordinary shares; and
	7.	ESSENTIAL QUALITY LIMITED 810,000 ordinary shares.

		Therefore, as a result of the Reorganization and the private placement, as of the date of this prospectus: (i) MCL which is 99% indirectly owned by Mr. Ng Hon Kin, owns 65% of our Company; (ii) our Company is a holding company and owns 100% of MTHL; and (iii) MTHL owns 100% of GCHL, DCMCL and MTL. The following diagram illustrates our corporate structure as of the date of this prospectus and on completion of the Offering. For more detail on our corporate history please refer to “Our History and Corporate Structure” appearing on page 67 of this prospectus.

	(iii)	incorporation on March 21, 2024, of MEDI Trade Holding Limited (“MTHL”) as a limited liability company in Hong Kong authorized to issue 100 shares with a par value of HK$1 each; at incorporation, 100 share was issued to MEDI Group Limited on the same day;

	(iv)	on March 22, 2024, MEDI Trade Corporation Limited (“MTL”), which is 100% owns by MTHL, a Hong Kong company limited by shares incorporated under the laws of Hong Kong and as the treasury control company of our Operating Subsidiaries. MTL is not operative at the time of this prospectus.

	(v)	on March 28, 2024, MTHL acquired 10,000,000 shares in the issued share capital of Grand Century Holding Company Limited (“GCHL”) from Mr. NG Hon Kin, representing in aggregate their entire issued share capital, at a consideration of HK$1. Upon completion of the acquisition, GCHL became indirect wholly owned subsidiary of the Company; and

	(vi)	on March 28, MTHL acquired 100 shares in the entire issued share capital of Doctor’s Concept Medical and Cosmetics Company Limited (“DCMCL”) from Ms. Huang Weisi, at a consideration of HK$1. Upon completion of the acquisition, DCMCL became an indirect wholly owned subsidiary of the Company.

	(vii)	on March 28, 2025, MEDG capital structure was restructure with an authorized share capital of US$11,000 consisting of 85,000,000 Class A Ordinary Shares of par value US$0.0001 each (“Class A Ordinary Shares”, each a “Class A Ordinary Share”), and 25,000,000 Class B Ordinary Shares of par value of US$0.0001 each (“Class B Ordinary Shares”, each a “Class B Ordinary Share”). The original 17,550,000 ordinary shares owned by MCL were reclassed as Class B Ordinary Shares and the other shareholders’ shares were reclassed as Class A Ordinary Shares. Each Class A Ordinary Share is 1/20 of each Class B Share.

Upon the reclassification of share classes, on March 28, 2025, Ordinary Shares owned by:

	1.	ACE MIRACLE GROUP LIMITED 2,700,000 Class A Ordinary Shares;
	2.	MANY TRILLION INTERNATIONAL LIMITED 1,350,000 Class A Ordinary Shares;
	3.	EXPRESS ESSENTIAL HOLDINGS LIMITED 1,350,000 Class A Ordinary Shares;
	4.	WINLOVER LIMITED 1,350,000 Class A Ordinary Shares;
	5.	ABLE TALENT BUSINESS LIMITED 1,350,000 Class A Ordinary Shares;
	6.	MCA LIMITED 540,000 Class A Ordinary Shares; and
	7.	ESSENTIAL QUALITY LIMITED 810,000 Class A Ordinary Shares.
	8.	MASTER CENTRIC LIMITED 17,550,000 Class B Ordinary Shares.

As of the date of this prospectus: (i) MCL which is 99% indirectly owned by Mr. Ng Hon Kin, owns 65% of our Company; (ii) our Company is a holding company and owns 100% of MTHL; and (iii) MTHL owns 100% of GCHL, DCMCL and MTL. The following diagram illustrates our corporate structure as of the date of this prospectus and on completion of the Offering. For more detail on our corporate history please refer to “Our History and Corporate Structure” appearing on page 67 of this prospectus. MCL owns 96.47% voting rights and the rest Class A shareholders own 3.53% of the Company.

Pre-Offering

Post-Offering (assuming no exercise of the Underwriter’s over-allotment option)

Purchasers in this offering are buying shares of MEDI Group Limited (“Company”), a Cayman Islands company, whereas all of our operations are conducted through our Operating Subsidiaries. At no time will the Company’s shareholders directly own shares of the Operating Subsidiaries.

We are and will be a “controlled company” as defined under the Nasdaq Stock Market Rules because, immediately after the completion of this offering, our Controlling Shareholder, will own [17,327,778] of our total issued and outstanding Ordinary Shares, representing [96.47]% of the total voting power, assuming that the underwriters do not exercise their over-allotment option.

Business of the Operating Subsidiaries

Our mission is to be an industry leader in providing high-end medical cosmetology services and traditional facial or SPA services.

Competitive Strengths

We believe the following competitive strengths differentiate us from our competitors:

	●	High customer retention rate
	●	Upscale customer experience
	●	Broad range of beauty treatments
	●	Stringent quality control

Our Strategies

We intend to pursue the following strategies to further expand our business:

	●	Expand our geographical footprints
	●	Broaden our service offerings to cater to high-growth segments
	●	Upgrade and broaden our service offerings
	●	Recruit, train and maintain a team of experienced and dedicated management and senior beauty professionals

Permission Required from Hong Kong and PRC Authorities

As of the date of this prospectus, neither we nor our Operating Subsidiaries are required to obtain any permission or approval from the Hong Kong authorities to operate our business or issue our Ordinary Shares to foreign investors. However, we need registered medical practitioner to deliver medical cosmetology services and sell consumable products that require prescription. We currently have no operation in PRC. Thus, we are also not required to obtain permissions or approvals from any PRC authorities before listing in the U.S. and to issue our Ordinary Shares to foreign investors, including the CSRC or the CAC.

Nevertheless, we are aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over mainland Chinese companies listed overseas using a VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what potential impact such modified or new laws and regulations will have on MEDG’s daily business operations, its ability to accept foreign investments and the listing of our Ordinary Shares on a U.S. or other foreign exchange. If there is significant change to current political arrangements between mainland China and Hong Kong, the PRC government intervenes or influences operations of companies operated in Hong Kong like us, or exerts more control through change of laws and regulations over offerings conducted overseas and/or foreign investment in issuers like us, it may result in a material change in our operations and/or the value of the securities we are registering for sale or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our Ordinary Shares to significantly decline or become worthless. See “Risk Factors - Risks Related to Our Corporate Structure” beginning on page [20] and “Risk Factors — Risks Related to Doing Business in Hong Kong” beginning on page [24] of this prospectus for more information.

Transfers of Cash To and From Our Subsidiaries

As a holding company, we will rely on dividends and other distributions on equity paid by our Operating Subsidiaries for our cash and financing requirements. MEDG is permitted under the laws of Cayman Islands to provide funding to our subsidiary in Hong Kong through loans or capital contributions without restrictions on the amount of the funds, provided such funding is the best interests of the Company.

Our equity structure is a direct holding structure, that is, the overseas entity to be listed in the U.S., MEDG, directly controls MTHL, which holds 100% of shares of GCHL, DCMCL, and MTL, our Hong Kong subsidiary and Operating Subsidiaries. Cash is transferred through our organization in the following manner: (i) funds may be transferred from MEDG, the holding company incorporated in the Cayman Islands to Operating Subsidiaries through MTHL in the form of capital contributions or shareholder loans, as the case may be; and (ii) dividends or other distributions may be paid by Operating Subsidiaries to MEDG through MTHL. Operating Subsidiaries are permitted under the laws of Hong Kong to provide funding to MEDG through dividend distribution without restrictions on the amount of the funds or restrictions on foreign exchange. If MEDG intends to distribute dividends to its shareholders, it will depend on payment of dividends from Operating Subsidiaries to MTHL in accordance with the laws and regulations of Hong Kong, and MTHL will transfer the dividends to MEDG, and the dividends will be distributed by the MEDG, subject to applicable Cayman Islands restrictions (see” “Dividends and Dividend Policy on page [50]), to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions. If MTHL incurs debt on its own in the future, the instruments governing such debt may restrict MTHL’s ability to pay dividends, make distribution or transfer funds to MEDG. As of the date of this prospectus, none of our subsidiaries have made any dividends or distributions to MTHL. As of the date of this prospectus, we do not have any U.S. investors, so no dividends or distributions have been made to any U.S. investors. Both MEDG and MTHL currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

Within our direct holding structure, the cross-border transfer of funds within our corporate group is legal and compliant with the laws and regulations and subject to the laws of Cayman Islands, 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 directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in 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 our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from the operating entities, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors.

Subject to the laws of Cayman Islands, 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 directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in 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 our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from the operating entities, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors.

As of the date of this prospectus, MEDG has not distributed dividends to our shareholders. 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.

There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HKD into foreign currencies and the remittance of currencies out of Hong Kong.

See “Dividends and Dividend Policy” on page [50] and “Risk Factors – Risks Related to Our Corporate Structure – We may rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business.” on page 20 of this prospectus for more information.

Our Corporate Information

Our principal executive offices are located at Unit 15-16, 22/F., CEO Tower, 77 Wing Hong Street, Cheung Sha Wan, Kowloon, Hong Kong, and our telephone number is +852 2388 1121. Our registered office in the Cayman Islands is at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands. We maintain a website at www.doctorsconcept.com.

Recent Regulatory Development in China

Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity structure (“VIE”), adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws. On December 24, 2021, the China Securities Regulatory Commission (“CSRC”), published the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (the “Administration Provisions”), and the Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (the “Measures”), which are now open for public comment.

Furthermore, on July 10, 2021, the Cyberspace Administration of China (“CAC”) issued a revised draft of the Cybersecurity Review Measures (“Revised Draft”), which required that, among others, in addition to Critical Information Infrastructure Operator (“CIIO”), any Data Processing Operator (“DPO”) controlling personal information of no less than one million users that seeks to list in a foreign stock exchange should also be subject to cybersecurity review, and further listed the factors to be considered when assessing the national security risks of the relevant activities. On December 28, 2021, the CAC, the National Development and Reform Commission (“NDRC”), and several other administrations jointly issued the revised Measures for Cybersecurity Review, or the “Revised Review Measures”, which became effective and replaced the existing Measures for Cybersecurity Review on February 15, 2022. According to the Revised Review Measures, if an “online platform operator” that is in possession of personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review. Based on a set of Q&As published on the official website of the State Cipher Code Administration in connection with the issuance of the Revised Review Measures, an official of the said administration indicated that an online platform operator should apply for a cybersecurity review prior to the submission of its listing application with non-PRC securities regulators. Moreover, the CAC released the draft of the Regulations on Network Data Security Management in November 2021 for public consultation, which among other things, stipulates that a data processor listed overseas must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual data security review report for a given year to the municipal cybersecurity department before January 31 of the following year. Given the recency of the issuance of the Revised Review Measures and their pending effectiveness, there is a general lack of guidance and substantial uncertainties exist with respect to their interpretation and implementation.

Given the nature of our operating subsidiaries’ business, we believe this risk is not significant. Our Operating Subsidiaries do not have any customers in China and are not CIIOs nor a DPO as defined in the Revised Review Measures. We do not currently expect the Revised Review Measures to have an impact on our Operating Subsidiaries’ business, operations or this offering as we do not believe that our Operating Subsidiaries are deemed to be operators of critical information infrastructure or data processors controlling personal information of no less than one million users, that are required to file for cybersecurity review before listing in the U.S. since (i) FIL and AIL are incorporated and operating in Hong Kong and the Revised Review Measures remain unclear whether they shall be applicable to a Hong Kong company; (ii) FIL’s subsidiary in mainland China is directly owned, does not use a VIE structure and its sole customer is; (iii) as of the date of this prospectus, none of the Operating Subsidiaries have collected any personal information of PRC individuals; and (iv) as of the date of this prospectus, none of the Operating Subsidiaries have been informed by any PRC governmental authority of any requirement that they file for a cybersecurity review. Therefore, we believe that our Operating Subsidiaries are not covered by the permission and requirements from the CSRC or the CAC.

Nevertheless, since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated. If the Revised Review Measures are adopted into law in the future and if any of the Operating Subsidiaries are deemed an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, the listing of our Ordinary Shares on U.S. exchanges could be subject to CAC’s cybersecurity review. If we become subject to the CAC or any other governmental agency, we cannot assure you that we will be able to list our Ordinary Shares on U.S. exchanges, or continue to offer securities to investors, which would materially affect the interest of the investors and cause significantly depreciation of the price of our Ordinary Shares or render them worthless.

As of the date of this prospectus, (1) we do not operate in PRC that our Operating Subsidiaries do not need from PRC authorities any requisite licenses, permissions or approvals needed to engage in the businesses currently conducted in Hong Kong, and (2) we have not received any formal inquiry, notice, warning, sanction, or objection from the CSRC with respect to the listing of our Ordinary Shares, and the filing requirements under the Trial Measurements do not apply to the Company since: (i) the revenue, total profit, total assets or net assets of Operating Subsidiaries was less than 50% of that of the Company in total for the fiscal year ended June 30, 2024, and (ii) the majority of senior management are non-PRC citizens and reside in Hong Kong.

However, there can be no assurance that the relevant PRC governmental authorities, including the CSRC, would reach the same conclusion as us, or that the CSRC, CAC or any other PRC governmental authorities would not promulgate new rules or new interpretation of current rules (with retrospective effect) to require us to obtain CSRC, CAC, or other PRC governmental approvals for this offering. If we inadvertently concluded that such approvals are not required, our ability to offer or continue to offer our Class A Ordinary Shares to investors could be significantly limited or completed hindered, which could cause the value of our Class A Ordinary Shares to significantly decline or become worthless. We may also face sanctions by the CSRC, the CAC or other PRC regulatory agencies. These regulatory agencies may impose fines, penalties, limit our operations in China, or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities. See “Risk Factors” beginning on page 20 for a discussion of these legal and operational risks and other information that should be considered before making a decision to purchase our Class A Ordinary Shares.

Summary Risk Factors and Challenges

Investing in our Class A Ordinary Shares involves risks. The risks summarized below are qualified by reference to “Risk Factors” beginning on page [20] of this prospectus, which you should carefully consider before making a decision to purchase our Class A Ordinary Shares. If any of these risks actually occurs, our business, financial condition or results of operations would likely be materially adversely affected. In such case, the trading price of our Class A Ordinary Shares would likely decline, and you may lose part or all of your investment.

These risks include but are not limited to the following:

Risks Related to Our Business and Industry

	●	Our reputation in the industry, which we do not have full control, is critical to our success.

	●	We operate in a highly competitive industry.

	●	Demand for our services is susceptible to changes in the economic conditions of Hong Kong.

	●	A lack of qualified employees would significantly hinder our growth plans and adversely affect our results of operations.

	●	We could be held liable for the malpractice of our medical practitioner and the negligence of our staff members and other agents.

Risks Related to Doing Business in the People’s Republic of China and Hong Kong

	●	A downturn in the Hong Kong or global economy, or a change in economic and political policies of China, could materially and adversely affect our business and financial condition.

	●	Changes in the policies, regulations and rules, and the enforcement of laws of Hong Kong government may be implemented quickly with little advance notice and could have a significant impact upon our ability to operate profitably in Hong Kong. The current Hong Kong legal system also embodies uncertainties, which could limit law enforcement availability. Therefore, our assertions and beliefs of the risk imposed by the legal and regulatory system cannot be certain.

	●	The Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. Changes in the policies, regulations, rule, and the enforcement of laws of the Chinese government may also be implemented quickly with little advance notice. Therefore, our assertions and beliefs concerning the risk imposed by the PRC legal and regulatory system cannot be certain.

	●	Although we are based in Hong Kong and conduct operations in Hong Kong, if we should become subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed China-based companies, we may have to expend significant resources to investigate and/or defend the allegations, which could harm our business operations, this offering and our reputation and could result in a loss of your investment in our Class A Ordinary Shares if such allegations cannot be addressed and resolved favorably.

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

Risks Related to Our Securities and the Offering:

	●	An active trading market for our Class A Ordinary Shares may not be established or, if established, may not continue and the trading price for our Class A Ordinary Shares may fluctuate significantly.

	●	Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Class A Ordinary Shares for a return on your investment.

	●	As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq listing rules and corporate governance standards.

	●	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 under Cayman Islands law.

Implications of Being a “Controlled Company”

Controlled companies are exempt from the majority of independent director requirements. Controlled companies are subject to an exemption from Nasdaq standards requiring that the board of a listed company consist of a majority of independent directors within one year of the listing date.

Public Companies that qualify as a “Controlled Company” with securities listed on the Nasdaq Stock Market, must comply with the exchange’s continued listing standards to maintain their listings. Nasdaq has adopted qualitative listing standards. Companies that do not comply with these corporate governance requirements may lose their listing status. Under the Nasdaq rules a “controlled company” is a company with more than 50% of its voting power held by a single person, entity, or group. Under the Nasdaq rules, a controlled company is exempt from certain corporate governance requirements including:

	●	the requirement that a majority of the board of directors consist of independent directors;

	●	the requirement that a listed company have a nominating and governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

	●	the requirement that a listed company have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

	●	the requirement for an annual performance evaluation of the nominating and governance committee and compensation committee.

Controlled companies must still comply with the Nasdaq Capital Market’s other corporate governance standards. These include having an audit committee and the special meetings of independent or non-management directors.

Upon the completion of this offering, the outstanding shares of MEDG will consist of [30,000,000] Ordinary Shares[, assuming the underwriters do not exercise their over-allotment option to purchase additional Ordinary Shares, or [450,000] Ordinary Shares, assuming the over-allotment option is exercised in full]. Immediately after the completion of this offering, our Controlling Shareholder will own [57.76]% of our total issued and outstanding Ordinary Shares, representing [96.47]% of the total voting power[, assuming that the underwriters do not exercise their over-allotment option, or [3.43]% of our total issued and outstanding Ordinary Shares after over-allotment options are fully exercised, representing [0.13]% of the total voting power, assuming that the over-allotment option is exercised in full]. As a result, we will be a “controlled company” as defined under Nasdaq Listing Rule 5615I because our Controlling Shareholder will hold more than 50% of the voting power for the election of directors. Therefore, the controlling shareholder of MEDG will be able to exert significant control over our management and affairs requiring shareholder approval, including approval of significant corporate transactions. This concentration of ownership may not be in the best interests of all of our shareholders. As a “controlled company,” we are permitted to elect not to comply with certain corporate governance requirements. We do not plan to rely on these exemptions, but we may elect to do so after we complete this offering.

Implications of Being an Emerging Growth Company

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), enacted in April 2012, or the JOBS Act. An “emerging growth company” may take advantage of reduced reporting requirements that are otherwise applicable to larger public companies. In particular, as an emerging growth company, we:

	●	may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or “MD&A”;

	●	are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as “compensation discussion and analysis”;

	●	are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

	●	are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on frequency” and “say-on-golden-parachute” votes);

	●	are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executive officer pay ratio disclosure;

	●	are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act; and

	●	will not be required to conduct an evaluation of our internal control over financial reporting.

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least US$1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (iii) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our Ordinary Shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

Implications of Being a Foreign Private Issuer

We are a “foreign private issuer,” within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:

	●	we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;

	●	for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;

	●	we are not required to provide the same level of disclosure on certain issues, such as executive compensation;

	●	we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;

	●	we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; and

	●	we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), provided that we nevertheless comply with Nasdaq’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640) and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). If we rely on our home country corporate governance practices in lieu of certain of the rules of Nasdaq, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. If we choose to do so, we may utilize these exemptions for as long as we continue to qualify as a foreign private issuer.

Impact of COVID-19

In March 2020, the World Health Organization recognized the COVID-19 outbreak as a global pandemic. The COVID-19 pandemic and government actions implemented to contain further spread of COVID-19 have severely restricted economic activity around the world. The facts pertaining to the pandemic and the related governmental and regulatory response is changing day-to-day in many countries. The pandemic disrupted logistics in the global trade and reduced consumer sentiment. Our business was also adversely affected for the same reasons. Between early 2020 and early 2023, the Hong Kong government imposed a series of social distancing and business closure orders that prohibit certain gatherings and shit down non-essential economic activities such as hair salons. As the demand for beauty services is closely correlated with the general economic conditions, changes in discretionary income, and market sentiment, our results of operations decreased significantly. We responded by halt operation of all our service centers, so that we could reduce our working capital needs, focus our resources to serve our customers and improve our cash position.

In addition, due to the instability of global financial markets and other economic and financial challenges brought about by COVID-19, our clients, due to prohibition of gathering order, were prevented from visiting our shops. More broadly, the COVID-19 pandemic threatens global economies and has caused significant market volatility and declines in general economic activities. This may have severely dampened the confidence in beauty markets and potential clients.

The extent to which COVID-19 impacts our business in the future will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, our ability to pursue our business objectives may be materially adversely affected and therefore, the effects it will have on our operations and financial results remain uncertain for 2023. If economic or market conditions in key global markets deteriorate, it may have a material adverse impact on our business and results of operations, and we may experience material adverse effects on our financial positions. In addition, our ability to raise equity and debt financing which may be adversely impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. We will continue to closely monitor the situation throughout 2023 and beyond.

Any future impact on our results of operations will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by government authorities and other entities to contain the spread or treat its impact, almost all of which are beyond our control. Given the general slowdown in economic conditions globally, volatility in the capital markets as well as the general negative impact of the COVID-19 pandemic on the apparel solutions services market, we cannot assure you that we will be able to maintain the growth rate we have experienced or projected. We will continue to closely monitor the situation throughout 2023 and beyond.

Corporate Information

We were incorporated in the Cayman Islands on March 13, 2024, for the purpose of being the holding company for the listing on the Nasdaq Capital Market. Our registered office in the Cayman Islands is at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands. Our principal executive office is at Unit 15-16, 22/F., CEO Tower, 77 Wing Hong Street, Cheung Sha Wan, Kowloon, Hong Kong. Our telephone number at this location is +852 2388 1121. Our website address is http://www.doctorsconcept.com. The information contained on our website does not form part of this prospectus. Our agent for service of process in the United States is Cogency Global Inc., 122 E. 42^ndStreet, 18^th Floor, New York, New York 10168.

Because we are incorporated under the laws of the Cayman Islands, you may encounter difficulty protecting your interests as a shareholder, and your ability to protect your rights through the U.S. federal court system may be limited. Please refer to the sections entitled “Risk Factors – Risks Related to our Securities and the Offering” on pages 14 and 36 of this prospectus, and “Enforceability of Civil Liabilities” on page 46 of this prospectus for more information.

THE OFFERING

Securities being offered:		$[15,000,000], or [3,000,000] Class A Ordinary Shares, $0.0001 par value.

Securities being offered by the Selling Shareholders:		[4,272,222] Class A Ordinary Shares, $0.0001 par value.

Initial public offering price:		The initial offering price is US$[5.00] per Ordinary Share.

Ordinary Shares Outstanding Prior to Completion of Offering:		27,000,000 Ordinary Shares, consist of 9,450,000 Class A Ordinary Shares and 17,550,000 Class B Ordinary Shares.

Ordinary Shares outstanding immediately after this Offering:		[30,000,000], consist of 12,672,222 Class A Ordinary Shares and 17,327,778 Class B Ordinary Shares. ([30,450,000, consist od 13,122,222 Class A Ordinary Shares and 17,327,778 Class B Ordinary Shares,] if the underwriters exercise the over-allotment option in full)

Gross Proceeds		We expect that it will receive gross proceeds of US$[15,000,000] from this offering or US$[17,250,000] if the underwriters exercise their over-allotment option in full, at the initial offering price of US$[5] per share,

Use of Proceeds		We estimate that we will receive net proceeds from this offering of up to $[13,950,000], based on the public offering price of $[5] per share, after deducting underwriting fees and commissions, a non-accountable expense allowance and estimated offering expenses. We currently intend to use the net proceeds from this offering as follows: (i) approximately [5]% to set up our research and development capacity; (ii) approximately [25]% to penetrate and further expand into new and existing geographical markets; (iii) approximately [65]% for general working capital and other general corporate purposes; and (iv) approximately [5]% as an advisory fee. See “Use of Proceeds” on page [48] of this prospectus

Risk Factors		Investing in our Class A Ordinary Shares involves a high degree of risk and purchasers of our Class A Ordinary Shares may lose part or all of their investment. See “Risk Factors” for a discussion of factors you should carefully consider before deciding to invest in our Class A Ordinary Shares beginning on Page [20].

Lock-Up		Each of our directors, executive officers and shareholders owning 5% or more of our Ordinary Shares including our Controlling Shareholder with respect to its Ordinary Shares sold in this offering, have agreed, subject to certain exceptions, for a period of six months after the date of this prospectus, not to, except in connection with this offering, offer, sell, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares of the Company. See “Shares Eligible for Future Sale” and “Underwriting—Lock-Up Agreements.” In addition, the Company has agreed not to file or cause to be filed any registration statement with the SEC relating to the offering of any Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for Ordinary Shares of the Company for a period of [180] days after the date of this prospectus other than post-effective amendments to its Resale Registration Statement.

Dividend Policy		We do not intend to pay any dividends on our Ordinary Shares for the foreseeable future. Instead, we anticipate that all of our earnings, if any, will be used for the operation and growth of our business. See “Dividends and Dividend Policy” for more information.

Over-allotment option		We have granted to the underwriters an option, exercisable for [45] days from the date of this prospectus, to purchase up to an aggregate of [450,000] Ordinary Shares at the initial public offering price, less underwriting discounts, and commissions, solely for the purpose of covering over-allotments. See “Underwriting” on page [127] of this prospectus.

Listing		Application has been made for the listing of the Ordinary Shares on the Nasdaq Capital Market.

Proposed trading symbol		We have applied to list our Ordinary Shares on the Nasdaq Capital Market under the symbol “MEDG”. We believe that upon completion of this offering, we will meet the standards for listing on Nasdaq, however, we cannot guarantee that we will be successful in listing our Ordinary Shares on Nasdaq. We will not consummate this offering unless our Ordinary Shares is approved for listed on Nasdaq

Transfer agent		[VStock Transfer]

Payment and settlement		The underwriters expect to deliver the Ordinary Shares against payment therefor through the facilities of the Depository Trust Company on [●], 2025.

SUMMARY FINANCIAL DATA

You should read the following summary financial data together with our financial statements and the related notes appearing at the end of this prospectus, “Selected Consolidated Financial and Other Data,” “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We have derived the financial data for the year ended June 30, 2024 and 2023 from our consolidated financial statements included in this prospectus.

Results of Operations Data:

	For the year ended June 30, 2024		For the year ended June 30, 2023
	USD		USD
Revenues	$	6,111,388	$	8,022,480
Net income		607,678		1,900,275
Net income per share attributable to Class A and Class B ordinary shareholders (cents)	$	0.02	$	0.07
Weighted average number of Class A Ordinary Shares outstanding (shares)		9,450,000		9,450,000
Weighted average number of Class B Ordinary Shares outstanding (shares)		17,550,000		17,550,000

Balance Sheet Data:

	As of June 30, 2024			As of June 30, 2023
	USD			USD
Cash		85,798			54,932
Working capital		(9,029,518	)		(11,377,574	)
Total assets		1,833,091			3,024,589
Total liabilities		10,839,601			13,638,429
Total shareholders’ deficit		(9,006,510	)		(10,613,840	)

RISK FACTORS

Investing in our Ordinary Shares is highly speculative and involves a significant degree of risk. You should carefully consider the following risks, as well as other information contained in this prospectus, before making an investment in the Company. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our Ordinary Shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or part of your investment.

Risks Related to Our Business and Industry

Our reputation in the industry, which we do not have full control, is critical to our success.

Our success has depended to a significant extent on our reputation as a quality and reliable medical aesthetic services provider in Hong Kong. Any negative publicity in relation to our services, business practices, medical practitioner or beauty professionals, may, regardless of merit, damage our reputation in the medical aesthetic services industry.

Our customers may have high expectations on the magnitude of improvement in their physical appearance resulting from the treatments. The results of medical aesthetics procedures, however, vary on a case-by-case basis, as the outcome is affected by a multitude of factors, such as skin condition, health condition, adherence to our instructions after treatment and other factors beyond our control. Undesirable or unexpected outcomes, such as complications and injuries, may occur. Such undesirable or unexpected outcomes may result in negative sentiments, requests for refunds, or complaints, claims or legal actions against us or our registered medical practitioners.

We operate in a highly competitive industry.

The medical aesthetic services industry is characterized by rapidly changing market trends. There are regular technological upgrades, advancement in treatment procedures and new and more effective injectables. We are in constant competition with other medical aesthetic services providers in aspects such as quality, range and pricing of services, comprehensiveness and diversity of treatment devices as well as pricing. Some of our competitors may be able to foresee the upcoming market trends more accurately or may be more responsive to new technologies or changing customer preferences. They may also have more financial and other resources than we do. Their stronger bargaining power and economies of scale may give them the option of undercutting our pricing structure. If we are unable to offer services responsive to market demand on competitive terms, our customers may choose to find alternative service providers, which may have a material adverse effect on our business and results of operations.

Demand for our services is susceptible to changes in the economic conditions of Hong Kong.

As all of our operations are in Hong Kong, unless and until we are successful in establishing a significant presence in other Asian countries, we will remain susceptible to the economic conditions in mainland China and Hong Kong. Beauty care and medical cosmetology services are discretionary items. Demand for our services therefore fluctuates with changing general economic conditions, discretionary spending power, consumer sentiment, interest rates, the consumer credit market, levels of unemployment, and taxation policies. Unfavorable economic conditions may cause consumers to delay or reduce their purchases of our services. Our sensitivity to economic cycles and any related fluctuation in consumer demand for our services may have an adverse effect on our results of operations.

The current geopolitical tensions between the U.S. and China, including those arising from the trade war, may dampen economic growth in China, including Hong Kong. Future changes in the relationship between the two countries are subject to numerous political developments in the world, including the 2024 U.S. elections and the Russia-Ukraine war. Any escalations in the geopolitical tension by either the U.S. or China may cause global economic turmoil and potentially have a negative impact on our business, financial condition and results of operations. There is no assurance as to whether such actions will occur or the form that they may take.

A lack of qualified employees would significantly hinder our growth plans and adversely affect our results of operations.

One of our business strategies is to grow our network of service centers. As we grow, our ability to increase productivity and profitability will be limited by our ability to employ, train, and retain skilled personnel. There is no assurance that we will be able to maintain an adequate skilled labor force that is necessary for us to operate efficiently, that our labor expenses will not disproportionately increase as a result of a shortage in the supply of skilled personnel or that we will not have to curtail our planned internal growth as a result of labor shortages.

In recent years, the lack of availability of beauty professionals and medical practitioners experienced in medical aesthetic services has been a significant operating issue in certain local and regional markets. If the demand exceeds the supply of available and qualified personnel, we and our competitors may be forced to offer higher compensation and other benefits to attract and retain them or rely on temporary personnel. If we are unable to attract, train and retain qualified personnel, we may be unable to provide our services. If we elect to use temporary staff, the quality of our services may decline. Both would result in our losing of customers and damaging brand and reputation, which could have a material adverse effect on our business, financial condition and results of operations.

We could be held liable for the malpractice of our medical practitioner and the negligence of our staff members and other agents.

Our medical aesthetic services are rendered in partnership with Dr. Pang Sai Yau, and he is currently the sole medical practitioner in our business. We rely on him and other medical practitioners whom we will partner with or hire in the future to make proper decisions regarding the services that our clients may require. Any incorrect decisions on the part of our registered medical practitioners may result in undesirable or unexpected outcomes, including complications and injuries. Complaints and legal proceedings may be brought by dissatisfied customers against the relevant registered medical practitioner as well as other relevant staff members. As the relevant services are provided at our service centers, if there are claims for professional misconduct or negligence, we are likely to be named as one of the defendants. We may be found liable, as principal or business operator, for the acts or omissions of our registered medical practitioner and other staff members.

Complaints and legal proceedings against us will have negative effect on us on several fronts. We may need to spend substantial time and resources to deal with the proceedings. In addition, we may be ordered to pay monetary damages and make other compensation to the complainant.

Under the partnership agreement between the Company and Dr. Pang Sai Yau, its sole full-time medical partner and consultant, Dr. Pang will indemnify the Company against losses arising from the procedure performed by him on a customer if he is found negligent. This indemnification undertaking is of limited value to us. The losses may exceed the dollar cap, or the incident may fall outside the scope, of the medical malpractice insurance that he is required to maintain with his professional body, and the medical practitioner may not have the financial means to fulfil his indemnification undertaking.

Insurers are currently reluctant to provide comprehensive/malpractice insurance for medical cosmetology procedures; therefore, in the event of any such actual or potential incidents, payments made by us in connection with the defense and settlement of the complaints may not be partially or fully recoverable, even with our medical partner’s indemnification. Our existing insurance policies do not cover all of our liabilities under such situations.

Regulations on the medical aesthetic services industry in Hong Kong may become increasingly stringent.

All of our operations are in Hong Kong. We are subject to a broad range of regulatory measures of the Hong Kong government, including regulations relating to medical services, competition, intellectual properties, and consumer rights. We are also subject to laws, regulations and policies relating to the protection of the environment and to workplace health and safety, such as measures to control, toxic substances and hazardous substances (medicines), and to the implementation of safety measure to protect the health of staff members and customers. Changes to current laws, regulations or policies or the imposition of new laws, regulations, and policies in the medical aesthetic services industry could impose new restrictions or prohibitions on the current practices. We may incur significant costs and expenses and need to budget additional resources to comply with new requirements, which may have a material and adverse effect on our business, financial condition, results of operations and prospects.

Our auditors have expressed substantial doubt about our ability to continue as a going concern.

We generated net profit of approximately $0.3 million for the year ended June 30, 2024 and a net profit of approximately $1.4 million for the year ended June 30, 2023, We believe this is a temporary downturn because of migration wave of our target customer group after COVID-19 and some customers were attracted by low-priced normal beauty services in mainland China. However, we had a cash negative outflow in for years of 2024 and 2023, respectively. The operating cash outflow and other factors raise substantial doubt by our auditors about our ability to continue as a going concern. There is no assurance as to our future financial condition or results of operations, especially if the Hong Kong economy continues to be weak or another pandemic occurs.

Historically, we have financed our working capital needs through cash from operations, bank borrowings and shareholder loans. Our inability to achieve profitability from our current operating plans or to raise capital to cover any potential shortfall would have a material adverse effect on our ability to meet our obligations as they become due. If we are not able to secure additional funding if and when needed, we would be forced to curtail our operations or take other action in order to continue to operate. If we are unable to meet our obligations and are forced to curtail or cease our business operations, you could suffer a complete loss of any investment you make in our securities.

We may not have the resources to develop innovative services in a timely manner to meet changing customer preferences.

Our long-term success in the competitive medical aesthetic services industry depends on our ability to develop and commercialize a continuing stream of innovative packages of new services that meet the changing customer preferences and take advantage of the opportunities sooner than or matching our competitors. We face the risk that our competitors will introduce innovative new services that compete with our services. There are numerous uncertainties inherent in successfully developing and commercializing new services on a continuing basis and new service launches may not deliver expected growth in sales or operating income. If we are unable to develop and introduce a continuing stream of competitive new services, it may have an adverse effect on our business, financial condition and results of operations.

We maintain limited control over the quality of our beauty equipment and treatment devices.

There is no assurance that the beauty equipment and treatment devices we procure from our suppliers during the course of our business operations are safe, free of defects or meet the relevant quality standards. In the event of quality issues, we could be subject to complaints and claims by our customers. We may also need to find alternative suppliers and suitable replacement products, which may result in delays in the provision of our services. If we are unable to find alternative suppliers or suitable replacement products in a timely manner, our business operations may be disrupted.

Serious side effects of medical aesthetics procedures, while statistically insignificant, may occur without the fault of any party.

Medical procedures are never risk free. There is no assurance that medical incidents resulting in allergic reaction, undesirable or unexpected outcome, injury or death will not occur in the course of our business operations in the future. As procedures and/or medication may have varying effects on different persons based on their medical conditions, and customers may have subjective views on the level of satisfaction of services provided, it is plausible for customers to become agitated and possibly litigious when desired results are not achieved or if they suffer certain side-effects or injuries. If such incidents occur, we may be subject to legal proceedings, substantial liabilities and negative media coverage, and our reputation and prospects would be damaged, they could adversely impact our business, financial condition and results of operations.

Our services may be tainted by unfavorable public perception of the overall medical aesthetic services industry.

Our existing and potential customers are generally cautious about the inherent risks in medical aesthetic treatments, and are particularly sensitive to any negative comments, reports or allegations against any medical aesthetic services providers or in relation to the safety or effectiveness of any particular treatment method. From time to time, there are negative news and media reports on the health risks relating to medical aesthetic treatments as well as accidents relating to the medical aesthetic services industry. Any allegations, complaints, or negative news or media reports on any accidents, instances of medical malpractice or professional negligence, unfair selling practices, or quality of services relating to the medical aesthetic services industry; or health risks relating to medical aesthetic treatments may, regardless of merit, lead to a deterioration in market confidence in medical aesthetic services and a reduction in the overall demand for such services. While such allegations, complaints or negative news or media reports may be unrelated to us, the demand for our medical aesthetic services may decline as a result of weakened customer confidence, which may materially and adversely affect our business, financial condition, results of operations and prospects.

Our business has been may be materially and adversely affected by the COVID-19 pandemic.

The global pandemic outbreak of COVID-19 announced by the World Health Organization in early 2020 has significantly disrupted our business. We had to make a business decision to close down 3 service centers during the year ended June 30, 2022. The reduction in the size of our network has adversely affected our business. Another pandemic of this scale could occur. That pandemic could be more deadly, require more stringent regulatory measures being taken, or more contagious. If we cannot find a solution to control it within a short period of time, our business, financial condition, results of operations and prospects may be materially and adversely affected.

We rely on our management team and employees.

Our experienced executive directors and senior management team are one of the key factors contributing to the success of our business. Their extensive experience and knowledge of the medical aesthetic services industry help formulate and implement business strategies and foster growth of our business. Particularly, we rely on our Executive Director, Mr. NG Hon Kin, in the overall management, strategic planning and development and daily operation of our business. We also rely on Dr. Pang Sai Yau, a Hong Kong registered medical practitioner, as our medical partner and consultant. The loss of services of any of these individuals without timely and suitable replacement may cause disruption of our business and adversely affect our prospects.

Our growth strategy may not be successful.

As part of our business strategies, we have developed plans to expand our operations by expanding our network and establishing our presence outside Hong Kong. There is no assurance that our expansion plans will be commercially successful or that the actual outcome will match our expectations. The success and viability of our expansion plans are dependent upon our ability to find suitable personnel, develop new business strategies and attract sufficient customers. It may require substantial capital expenditure and additional financial resources and commitments. There is no assurance that we can achieve the expected results, such as revenue increase, higher gross margin, greater operational efficiency. There is also no assurance that we will be able to obtain financing on terms that are favorable, if at all. If the results or outcome of our future plans do not meet our expectations, we may not be able to recover our investment costs, and our business, financial condition, results of operations and prospects may be adversely affected.

We may fail to protect our trade secret and know-how or pursue infringement actions on our other intellectual properties.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our intellectual properties. Monitoring unauthorized use of our intellectual properties is difficult and costly, and we cannot be certain that the steps we have taken will prevent misappropriation of our intellectual properties. From time to time, we may have to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion of our resources.

In addition, third parties may initiate legal proceedings against us alleging the infringement of their proprietary rights or declaring their non-infringement of our intellectual property rights. In the event of a successful claim of infringement against us and our failure or inability to develop non-infringing technology or license the infringed or similar technology on a timely basis, our business could be harmed. Moreover, even if we are able to license the infringed or similar technology, license fees could be substantial and may adversely affect our results of operations.

Our system of internal control over financial reporting may have material weakness.

Prior to this offering, the Company has been a private company with limited accounting personnel and other resources with which it addresses its internal control over financial reporting. The Company therefore does not have sufficient competent financial reporting and accounting personnel with appropriate understanding of United States Generally Accepted Accounting Principles (“U.S. GAAP”) to design and implement formal period-end financial reporting controls and procedures to address complex U.S. GAAP technical accounting issues, and to prepare and review the consolidated financial statements and related disclosures in accordance with U.S. GAAP and financial reporting requirements set forth by the SEC. The Company believes that this could constitute a material weakness in its internal control. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The Company is not currently required to maintain an effective system of internal controls. The Company will not be required to comply with the internal control requirements of the Sarbanes-Oxley Act until it is required to file an annual report pursuant to section 13(a) or 15(d) of the Exchange Act for a prior fiscal year. Further, as an emerging growth company, the Company is exempted from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting.

Neither the Company’s management nor its independent registered public accounting firm has performed an assessment of the effectiveness of our internal control over financial reporting.

To strengthen the Company’s system of internal control, the Company is looking for additional qualified financial and accounting personnel with working experience with U.S. GAAP and SEC reporting requirements. The Company is currently in the process of establishing clear rules and responsibilities for accounting and financial reporting staff to address complex accounting and financial reporting issues.

We heavily rely on internal designed database system, namely CARE. If we fail to timely back up our database and to maintain effective cyber security, our financial results may be adversely affected.

We have internally designed and developed our own invoicing and service databases application, namely CARE. We have adopted the CARE system for about seven years, and we are continuously improving the functions, analytics and financial related reports of the CARE system. We have regularly backed up our database. However, we have not finished cyber secured cloud or remote backup procedure. We may suffer from clerical errors during information input, although we have established dual checking and review mechanisms. In order to patch any possible deficiency, we have to parallelly keep physical evidence for delivery of obligations.

If we fail to timely back up our database and maintain effective cyber security, our operations may be adversely affected and, as a result, our financial condition and results of operations may be adversely affected.

Risks Related to Doing Business in the People’s Republic of China and Hong Kong

A downturn in the Hong Kong or global economy, or a change in economic and political policies of China, could materially and adversely affect our business and financial condition.

Our business, financial condition, results of operations and prospects may be influenced to a significant extent by political, economic, and social conditions in Hong Kong generally.

Economic conditions in Hong Kong and China are sensitive to global economic conditions. Any prolonged slowdown in the global or Chinese economy may affect our current customers’ and potential customers and have a negative impact on our business, results of operations and financial condition. Additionally, continued turbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs.

Changes in the policies, regulations and rules, and the enforcement of laws of Hong Kong government may be implemented quickly with little advance notice and could have a significant impact upon our ability to operate profitably in Hong Kong. The current Hong Kong legal system also embodies uncertainties, which could limit law enforcement availability. Therefore, our assertions and beliefs of the risk imposed by the legal and regulatory system cannot be certain.

We are subject to Hong Kong laws and regulations. However, these laws and regulations change frequently in recent years, and the interpretation and enforcement thereof involve uncertainties. For instance, we may have to resort to administrative and court proceedings to enforce the legal protections to which we are entitled to by law or contract. However, since PRC administrative authorities have significant discretion in interpreting statutory and contractual terms, it may be difficult to evaluate the outcome of administrative court proceedings and the level of law enforcement that we would receive in more developed legal systems. Such uncertainties, including our inability to enforce our contracts, could affect our business and operations. In addition, confidentiality protections in China may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the PRC legal system, particularly with regard to our business, including the promulgation of new laws. This may include changes to existing laws or the interpretation or enforcement thereof, or the pre-emption of local regulations by national laws. These uncertainties could limit the availability of law enforcement.

The Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Ordinary Shares. Changes in the policies, regulations, rule, and the enforcement of laws of the Chinese government may also be implemented quickly with little advance notice. Therefore, our assertions and beliefs concerning the risk imposed by the PRC legal and regulatory system cannot be certain.

The Company is a holding company, and we conduct our operation through our Operating Subsidiaries in Hong Kong. The PRC government may choose to exercise significant oversight and discretion, and the regulations to which we are subject may change rapidly and with little notice to them or our shareholders. As a result, the application, interpretation and enforcement of new and existing laws and regulations in China are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and inconsistently with our current policies and practices. New laws, regulations and other government directives in China may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:

	●	delay or impede our development;

	●	result in negative publicity or increase our operating costs;

	●	require significant management time and attention; and

	●	subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we need to modify or even cease our business practices.

We are aware that, recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity (“VIE”) structure, adopting new measures to extend the scope of cybersecurity reviews and expanding the efforts in anti-monopoly enforcement. These regulatory actions and statements emphasize the need to strengthen the administration over illegal securities activities and the supervision of China-based companies seeking overseas listings. Additionally, companies are required to undergo a cybersecurity review if they hold large amounts of data related to issues of national security, economic development, or public interest before carrying out mergers, restructuring or splits that affect or may affect national security. These statements were recently issued, and their official guidance and interpretation remain unclear at this time. While we believe that our operations are not currently being affected, we may be subject to additional and stricter compliance requirements in the near term. Compliance with new regulatory requirements or any future implementation rules may present a range of new challenges which may create uncertainties and increase our cost of operations.

The Chinese government may intervene or influence our operations at any time and may exert more control over offerings conducted overseas and foreign investment in China-based issuers, which may result in a material change in our operations and/or the value of our Class A Ordinary Shares. Any legal or regulatory changes that restrict or otherwise unfavorably impact our ability to conduct our business 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 that any new or more stringent measures are implemented, our business, financial condition and results of operations could be adversely affected, and the value of our Ordinary Shares could decrease or become worthless.

Although we are based in Hong Kong and conduct operations in Hong Kong, if we should become subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed China-based companies, we may have to expend significant resources to investigate and/or defend the allegations, which could harm our business operations, this offering and our reputation and could result in a loss of your investment in our Class A Ordinary Shares if such allegations cannot be addressed and resolved favorably.

During the last several years, U.S. listed public companies that have substantially all of their operations in China have been the subject of intense scrutiny by investors, financial commentators and regulatory agencies. Much of the scrutiny has centered on financial and accounting irregularities and mistakes, lack of effective internal controls over financial reporting and, in many cases, allegations of fraud. The Chinese government also may exercise significant oversight and discretion over the conduct of our business in China and Hong Kong and may intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of our Ordinary Shares. Moreover, as a result of this scrutiny, the publicly traded stock of many U.S.-listed Chinese companies that have been the subject of such scrutiny has sharply decreased in value. Many of these companies are now subject to shareholder lawsuits and/or SEC enforcement actions that are conducting internal and/or external investigations into the allegations.

Although we are based in Hong Kong, if we should become the subject of any such scrutiny, whether any allegations are true or not, we may have to expend significant resources to investigate such allegations and/or defend the Company. Such investigations or allegations would be costly and time-consuming, likely would distract our management from our normal business and could result in our reputation being harmed. The price of our Class A Ordinary Shares could decline because of such allegations, even if the allegations are false.

There are political risks associated with conducting business 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 adversely affect the business operations of the Company. Hong Kong is a special administrative region of the PRC, and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems.” However, there is no assurance that there will not be any changes in the economic, political, and legal environment in Hong Kong in the future. Since our operation is based in Hong Kong, any change of such political arrangements may pose immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial positions.

Under the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China, Hong Kong is exclusively in charge of its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs. As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. Based on certain recent developments, including the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region issued by the Standing Committee of the PRC National People’s Congress in June 2020, the U.S. State Department has indicated that the United States no longer considers Hong Kong to have significant autonomy from China and, at the time President Trump signed an executive order and Hong Kong Autonomy Act, or HKAA, to remove Hong Kong’s preferential trade status and to authorize the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. The United States may impose the same tariffs and other trade restrictions on exports from Hong Kong that it places on goods from mainland China. These and other recent actions may represent an escalation in political and trade tensions involving the U.S, China, and Hong Kong, which could potentially harm our business.

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

Although the audit report included in this prospectus is prepared by U.S. auditors which is regularly inspected by the PCAOB, there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future, investors may be deprived of the benefits of such inspection. Furthermore, trading in our securities may be prohibited under the HFCA Act if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq Capital Market, may determine to delist our securities. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was enacted on December 29, 2022, amending the HFCA Act and requiring 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, thus reducing the time before the securities may be prohibited from trading or delisted.

As an auditor of companies that are registered with the SEC and publicly traded in the United States and a firm registered with the PCAOB, our auditor is required under the laws of the United States to undergo regular inspections by the PCAOB to assess their compliance with the laws of the United States and professional standards. The PCAOB is currently unable to conduct inspections without the approval of the Chinese government authorities. Currently, our U.S. auditor is inspected by the PCAOB, and we have no operations in mainland China. However, if there is significant change to current political arrangements between mainland China and Hong Kong, companies operating in Hong Kong like us may face similar regulatory risks as those operated in PRC and there is no assurance that our auditor’s work will continue to be able to be inspected by the PCAOB.

Inspections of other auditors conducted by the PCAOB outside mainland China have at times identified deficiencies in those auditors’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The lack of PCAOB inspections of audit work undertaken in mainland China prevents the PCAOB from regularly evaluating auditors’ audits and their quality control procedures. As a result, if there is any component of our auditor’s work papers become located in mainland China in the future, such work papers will not be subject to inspection by the PCAOB. As a result, investors would be deprived of such PCAOB inspections, which could result in limitations or restrictions to our access of the U.S. capital markets.

As part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular mainland China’s, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of the U.S. Congress which, if passed, would require the SEC to maintain a list of issuers for which PCAOB is not able to inspect or investigate the audit work performed by a foreign public accounting firm completely. The proposed Ensuring Quality Information and Transparency for Abroad-Based Listings on our Exchanges (“EQUITABLE”) Act prescribes increased disclosure requirements for these issuers and, beginning in 2025, the delisting from U.S. national securities exchanges, such as the Nasdaq Capital Market, of issuers included on the SEC’s list for three consecutive years. It is unclear if this proposed legislation will be enacted. Furthermore, there have been recent deliberations within the U.S. government regarding potentially limiting or restricting China-based companies from accessing U.S. capital markets.

On May 20, 2020, the U.S. Senate passed the HFCA Act, which includes requirements for the SEC to identify issuers whose audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor’s local jurisdiction. The U.S. House of Representatives passed the HFCA Act on December 2, 2020, and the HFCA Act was signed into law on December 18, 2020. Additionally, in July 2020, the U.S. President’s Working Group on Financial Markets issued recommendations for actions that can be taken by the executive branch, the SEC, the PCAOB or other federal agencies and department with respect to Chinese companies listed on U.S. stock exchanges and their audit firms, in an effort to protect investors in the United States. In response, on November 23, 2020, the SEC issued guidance highlighting certain risks (and their implications to U.S. investors) associated with investments in China-based issuers and summarizing enhanced disclosures the SEC recommends China-based issuers make regarding such risks.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements in the HFCA Act. On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate. We will be required to comply with these rules if the SEC identifies us as having a “non-inspection” year under a process to be subsequently established by the SEC. The final amendments require any identified registrant to submit documentation to the SEC establishing that the registrant is not owned or controlled by a government entity in the public accounting firm’s foreign jurisdiction, and also require, among other things, disclosure in the registrant’s annual report regarding the audit arrangements of, and government influence on, such registrants. Under the HFCA Act, our securities may be prohibited from trading on Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in our Ordinary Shares being delisted.

On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was enacted on December 29, 2022, amending the HFCA Act and requiring 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, thus reducing the time before our Ordinary Shares may be prohibited from trading or delisted.

On September 22, 2021, the PCAOB adopted a final rule implementing the HFCA Act, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCA Act, whether the Board 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 November 5, 2021, the SEC approved the PCAOB’s Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act. Rule 6100 provides a framework for the PCAOB to use when determining, as contemplated under the HFCA Act, whether it is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions (“Commission-Identified Issuers”). The final amendments require Commission-Identified Issuers to submit documentation to the SEC establishing that, if true, it is not owned or controlled by a governmental entity in the public accounting firm’s foreign jurisdiction. The amendments also require that a Commission-Identified Issuer that is a “foreign issuer,” as defined in Exchange Act Rule 3b-4, provide certain additional disclosures in its annual report for itself and any of its consolidated foreign operating entities. Further, the release provides notice regarding the procedures the SEC has established to identify issuers and to impose trading prohibitions on the securities of certain Commission-Identified Issuers, as required by the HFCA Act. The SEC will identify Commission-Identified Issuers for fiscal years beginning after December 18, 2020. A Commission-Identified Issuer will be required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified. If a registrant is identified as a Commission-Identified Issuer based on its annual report for the fiscal year ended December 31, 2021, the registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscal year ended December 31, 2022. The final amendments became effective on January 10, 2022.

On December 16, 2021, the PCAOB issued a report on its determinations that it was 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. The PCAOB made its determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills its responsibilities under the HFCA Act. The report further listed in its Appendix A and Appendix B, Registered Public Accounting Firms Subject to the Mainland China Determination and Registered Public Accounting Firms Subject to the Hong Kong Determination, respectively. Our auditor, TAAD LLP, which is based in Diamond Bar, California, is registered with the PCAOB, is subject to PCAOB regular inspection and was last inspected in November 2022.

On August 26, 2022, the China Securities Regulatory Commission (the “CSRC”), the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”) to allow the PCAOB to inspect and investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, consistent with the HFCA Act, and the PCAOB will be required to reassess its determinations by the end of 2022. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.

On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. On December 29, 2022, the Accelerating Holding Foreign Companies Accountable Act was enacted, which amended the HFCA Act by decreasing the number of non-inspection years from three years to two, thus reducing the time period before our common stock may be prohibited from trading or delisted. Notwithstanding the foregoing, in the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor, then such lack of inspection could cause our securities to be delisted from the stock exchange.

The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements described above. Future developments in respect of increasing U.S. regulatory access to audit information are uncertain, as the legislative developments are subject to the legislative process and the regulatory developments are subject to the rule-making process and other administrative procedures.

While the CSRC, the SEC and the PCAOB have entered into the SOP Agreements regarding the inspection of PCAOB-registered accounting firms in mainland China and Hong Kong, there can be no assurance that we will be able to comply with requirements imposed by U.S. regulators if there is significant change to current political arrangements between mainland China and Hong Kong. Delisting of our Ordinary Shares would force holders of our Ordinary Shares to sell their Ordinary Shares. The market price of our Ordinary Shares could be adversely affected as a result of anticipated negative impacts of these executive or legislative actions upon, regardless of whether these executive or legislative actions are implemented and regardless of our actual operating performance.

The enactment of the Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law” (“Article 23”)) could impact our Hong Kong subsidiaries, including two of our Operating Subsidiaries.

On June 30, 2020, the Standing Committee of the PRC National People’s Congress adopted the Hong Kong National Security Law. This law defines the duties and government bodies of the Hong Kong National Security Law for safeguarding national security and four categories of offenses — secession, subversion, terrorist activities and collusion with a foreign country or external elements to endanger national security — and their corresponding penalties. On July 14, 2020, the former U.S. President, Donald Trump, signed the Hong Kong Autonomy Act, or HKAA, into law, authorizing the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. On August 7, 2020, the U.S. government imposed HKAA-authorized sanctions on eleven individuals, including HKSAR chief executive Carrie Lam. On October 14, 2020, the U.S. State Department submitted to relevant committees of Congress the report required under the HKAA, identifying persons materially contributing to “the failure of the Government of China to meet its obligations under the Joint Declaration or the Basic Law.” The HKAA further authorizes secondary sanctions, including the imposition of blocking sanctions, against foreign financial institutions that knowingly conduct a significant transaction with foreign persons sanctioned under this authority. The imposition of sanctions may directly affect foreign financial institutions as well as any third parties or customers dealing with any foreign financial institution that is targeted. On March 28, 2024, a draft of the “Safeguarding National Security Bill” was introduced to the Legislative Council for review and legislation. It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies located in Hong Kong. If we are determined to be in violation of the Hong Kong National Security Law or the HKAA by competent authorities, our business, financial condition and results of operations could be materially and adversely affected.

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

Our business and operations in Hong Kong are subject to data privacy related laws and regulations. In particular, the Personal Data (Privacy) Ordinance (Chapter 486 of the laws of Hong Kong) (“PDPO”) imposes a duty on any data user who, either alone or jointly with other persons, controls the collection, holding, processing or use of any personal data which relates directly or indirectly to a living individual and can be used to identify that individual. Under the PDPO, data users shall take all practicable steps to protect the personal data they hold from any unauthorized or accidental access, processing, erasure, loss, or use. Once collected, such personal data should not be kept longer than necessary for the fulfilment of the purpose for which it is or is to be used and shall be erased if it is no longer required, unless erasure is prohibited by law or is not in the public interest.

The PDPO also confers on the Privacy Commissioner for Personal Data (“Privacy Commissioner”) power to conduct investigations and institute prosecutions. The data protection principles (collectively, the “DPP”), which are contained in Schedule 1 to the PDPO, outline how data users should collect, handle, and use personal data, complemented by other provisions imposing further compliance requirements. The collective objective of DPPs is to ensure that personal data is collected on a fully informed basis and in a fair manner, with due consideration towards minimizing the amount of personal data collected. Once collected, the personal data should be processed in a secure manner and should only be kept for as long as necessary for the fulfillment of the purposes of using the data. Use of the data should be limited to or related to the original collection purpose. Data subjects are given certain rights, inter alia: (a) the right to be informed by a data user whether the data user holds personal data of which the individual is the data subject; (b) if the data user holds such data, to be supplied with a copy of such data; and (c) the right to request correction of any data they consider to be inaccurate. The Commissioner may carry out criminal investigations and institute prosecution for certain offenses. Depending on the severity of the cases, the Privacy Commissioner will decide whether to prosecute or refer cases involving suspected commission to the Department of Justice of Hong Kong. Victims may also seek compensation by civil action from data users for damage caused by a contravention of the PDPO. The Commissioner may provide legal assistance to the aggrieved data subjects if the Commissioner deems fit to do so.

If our business operations in Hong Kong violates any provisions of the PDPO, we could face significant civil penalties and/or criminal prosecution. Based on advice of counsel, we believe we have established the necessary protocols and data collection standards to ensure our compliance with the PDPO.

We are incorporated under the laws of the Cayman Islands and are subject to its Data Protection Act, which regulated our collection and processing of personal data of our investors. A cyberattack, security breach or other unauthorized access or interruption to our information technology systems or those of any third-party service providers could harm our reputation and subject us to significant liability.

We collect, process, and maintain personal data about investors of the Company pursuant to the Data Protection Act (Revised) of the Cayman Islands, as amended from time to time as well as any regulations, codes of practice, or orders promulgated pursuant thereto (the “DPA”). We are committed to processing personal data in accordance with the DPA. In our use of personal data, we will be characterized under the DPA as a “data controller” whilst certain of our service providers, affiliates, and delegates may act as “data processors” under the DPA. These service providers may process personal information for their own lawful purposes in connection with services provided to us. By virtue of your investment in the Company, we and certain of our third-party service providers may collect, record, store, transfer and otherwise process personal data by which individuals may be directly or indirectly identified. Your personal data will be processed fairly and for lawful purposes, including: (i) where the processing is necessary for us to perform a contract to which you are a party or for taking pre-contractual steps at your request; (ii) where the processing is necessary for compliance with any legal, tax, or regulatory obligations to which we are subject; or (iii) where the processing is for the purposes of legitimate interests pursued by us or by a service provider to whom the data are disclosed. As a data controller, we will only use your personal data for the purposes for which we collected it. We anticipate that we will share your personal data with our third-party service providers for certain purposes (see “Certain Cayman Islands Company Considerations - Data Protection in Cayman Islands — Privacy Notice”). We may also share relevant personal data where it is lawful to do so and necessary to comply with our contractual obligations or your instructions, or where it is necessary or desirable to do so in connection with any regulatory reporting obligations. In exceptional circumstances, we will share your personal data with regulatory, prosecuting, and other governmental agencies or departments, and parties to litigation (whether pending or threatened), in any country or territory, including to any other person where we have a public or legal duty to do so (e.g., to assist with detecting and preventing fraud, tax evasion, and financial crime or compliance with a court order).

We are fully aware that cybersecurity threats, privacy breaches, insider threats or other incidents and malicious internet-based activity continue to increase, evolve in nature, and become more sophisticated. Information security risks for companies such as ours have significantly increased in recent years in part because of the proliferation of new technologies, the use of internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists, and other external parties, as well as nation-state and nation-state-supported actors. Many companies that provide services similar to ours have also reported a significant increase in cyberattack activity since the beginning of the COVID-19 pandemic.

We currently do not maintain cybersecurity insurance, and in the event that we were to seek to obtain such insurance coverage, it may not be available on acceptable terms or may not be available in sufficient amounts to cover one or more large claims in connection with cybersecurity liabilities. Insurers could also deny coverage as to any future claim.

We may become subject to a variety of PRC laws and other regulations regarding data security or securities offerings that are conducted overseas and/or other foreign investment in China-based issuers, and any failure to comply with applicable laws and regulations could have a material and adverse effect on our business, financial condition and results of operations and may hinder our ability to offer or continue to offer our Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.

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

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

On August 20, 2021, the 30th meeting of the Standing Committee of the 13th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China”, or the “PRC Personal Information Protection Law”, which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of China that is carried out outside of China where (1) such processing is for the purpose of providing products or services for natural persons within China, (2) such processing is to analyze or evaluate the behavior of natural persons within China, or (3) there are any other circumstances stipulated by related laws and administrative regulations.

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

On December 28, 2021, the CAC jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021) which took effect on February 15, 2022 and replace the former Measures for Cybersecurity Review (2020) issued on April 13, 2020. Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services and online platform operators (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, any and online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.

We may in the future collect and store certain data (including certain personal information) from our customers, who may be PRC individuals, in connection with our business and operations and for “Know Your Customers” purposes (to combat money laundering). Given that: (i) two of our Operating Subsidiaries are incorporated and located in Hong Kong and the other Operating Subsidiary is incorporated and located in China; (ii) we have an Operating Subsidiary engaged in business operations in mainland China; and (iii) pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong, except for those listed in Annex III of the Basic Law (which is confined to laws relating to foreign affairs and defense, as well as other matters outside the autonomy of Hong Kong), we currently may expect the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law and the Draft Overseas Listing Regulations to have an impact on us or on this offering.

These statements and regulatory actions are new, and it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on our daily business operations, our abilities to accept foreign investments and the listing of our Class A Ordinary Shares on a U.S. or other foreign exchanges. There remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations. If the Draft Overseas Listing Regulations are adopted into law in the future and becomes applicable to us, and if we are deemed to be an “Operator” required to file for cybersecurity review before listing in the United States or if the Measures for Cybersecurity Review (2021) or the PRC Personal Information Protection Law becomes applicable to us, our business operations and the listing of our Ordinary Shares in the United States could be subject to the CAC’s cybersecurity review or CSRC Overseas Issuance and Listing review in the future. If we become subject to the CAC or CSRC review, there is no assurance that we will be able to comply with the regulatory requirements in all respects, and the current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities. In the event of a failure to comply, we may become subject to fines and other penalties, which may have a material adverse effect on our business, financial condition and results of operations, may hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.

If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless. As of the date of this prospectus, and based on the advice of our PRC counsel, [●], that the relevant legislations in PRC are not applicable to our operations as none of the net asset value and revenue tests shall apply to our business., that we believe that we are in full compliance with the rules and regulations promulgated by the CAC and CSRC and associated policies as issued to current date.

These recent statements, laws, and regulations by the Chinese government, including the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law and the Draft Overseas Listing Regulations, have indicated an intent to exert greater oversight and control over offerings that are conducted overseas and/or foreign investments in China-based issuers. Currently, we do not operate in mainland China and we do not maintain any personal information of PRC residents. However, it is uncertain whether the Chinese government will adopt additional requirements or extend the existing requirements to apply to our business operations in Hong Kong. We could be subject to approval or review of Chinese regulatory authorities to pursue this offering. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

If the Chinese government were to impose new requirements for approval from the PRC authorities to issue the Company’s Class A Ordinary Shares to foreign investors or list on a foreign exchange, such action could significantly limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares and other securities to investors and cause such securities to significantly decline in value or become worthless.

Recently, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or “the Opinions,” which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities and the need to strengthen the supervision over overseas listings by Chinese companies.

Based on the advice of PRC counsel, [●], and our understanding of currently applicable PRC laws and regulations, we: (i) are not currently required to obtain permissions from any PRC authorities to operate or to issue securities to foreign investors; (ii) are not subject to permission requirements from the China Securities Regulatory Commission (the “CSRC”), the Cyberspace Administration of China (the “CAC”) or any other entity that is required to approve our operations; and (iii) have not been denied any permissions by any PRC authorities.

If we have erroneously concluded that these permission requirements do not apply to us, or if applicable laws, regulations, or interpretations change, and it is determined in the future that the permission requirements become applicable to us, we may be subject to review, may face challenges in addressing these requirements and may incur substantial costs in complying with these requirements, which could result in material adverse changes in our business, financial condition and results of operations. In addition, if we are not able to fully comply with the Measures for Cybersecurity Review (2021 version) or if the Opinions come into effect and are determined to be applicable to us, our ability to offer or to continue to offer securities to investors may be significantly limited or completely hindered, and our securities may significantly decline in value or become worthless.

Given the current PRC regulatory environment, it is uncertain whether the Company will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and if such permission is required, whether it will be denied or later rescinded. We have been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas listings, including this offering. As of the date of this prospectus, we have not received any inquiry, notice, warning, sanctions, or regulatory objection to this offering from the CSRC or other PRC governmental authorities. However, there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities.

According to the Administration Provision and the Measures (Draft for Comments), only new offerings and refinancing by existent overseas listed Chinese companies will be required to go through the filing process with PRC administrations; other existent overseas listed companies will be allowed sufficient transition period to complete their filing procedure, which means if we complete the offering prior to the effectiveness of Administration Provisions and Measures, we will certainly go through the filing process in the future, perhaps because of refinancing or given by sufficient transition period to complete filing procedure as an existent overseas listed Chinese company.

On February 17, 2023, with the approval of the State Council, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which became effective on March 31, 2023. Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following their submission of initial public offerings or listing applications. If a domestic company fails to complete the required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings and fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines; (ii) if the issuer meets both of the following criteria, the overseas offering and listing conducted by such issuer shall be deemed an indirect overseas offering and listing by a PRC domestic company: (A) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year were derived from PRC domestic companies; and (B) the majority of the issuer’s business activities are carried out in mainland China, or its main place(s) of business are located in mainland China, or the majority of its senior management team in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland China; and (C) where a PRC domestic company is seeking an indirect overseas offering and listing in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and where an issuer makes an application for an initial public offering or listing in an overseas market, the issuer shall submit filings with the CSRC within three business days after such application is submitted.

If it is determined in the future that the approval of the CSRC, the CAC or any other regulatory authority is required for this offering, we may face sanctions by the CSRC, the CAC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operations in China, delay or restrict the repatriation of the proceeds from this offering into China or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities. The CSRC, the CAC, or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of our Ordinary Shares. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery of our Ordinary Shares, you do so at the risk that settlement and delivery may not occur. In addition, if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for this offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of our securities.

As of the date of this prospectus, we: (i) are not required to obtain permissions from any PRC authorities to operate or issue our Class A Ordinary Shares to foreign investors; (ii) are not subject to permission requirements from the China Securities Regulatory Commission (the “CSRC”), the Cyberspace Administration of China (the “CAC”) or any other entity that is required to approve of our PRC subsidiaries’ operations; and (iii) have not received or were denied such permissions by any PRC authorities. We are also currently not required to obtain any pre-approval from Chinese authorities to list on a U.S. stock exchange, including the NYSE, Nasdaq, or any of the Nasdaq Markets. Given the current PRC regulatory environment, it is uncertain when and whether we will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. As of the date of this prospectus, we have not received any inquiry, notice, warning, sanctions, or regulatory objection to this offering from the CSRC or other PRC governmental authorities. However, if we are required to obtain approval in the future and are denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to list on a U.S. exchange, which would materially affect the interest of our investors.

In response to recent data security concerns arising from overseas listings of Chinese internet companies operating in the PRC, on January 4, 2022, the Cyberspace Administration of China (the “CAC”) issued revised measures to expand the types of businesses and circumstances that would require cybersecurity review by the CAC. We believe that we may be directly subject to these regulatory actions or statements as our business involves the collection of user data and may implicate cybersecurity and involve any other type of restricted industry. Because these statements and regulatory actions are new, however, it is highly uncertain how soon legislative or administrative regulation making bodies in China will respond to them, or what existing or new laws or regulations will be modified or promulgated, if any, or what the potential impact any such modified or new laws and regulations will be on our daily business operations or our ability to accept foreign investments and list on a U.S. exchange. For further information, see “Risks Factors – Risks Related to Doing Business in the People’s Republic of China and Hong Kong.”

Any future action by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers or expanding the categories of industries and companies whose foreign securities offerings are subject to government review could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or the securities to become worthless.

Recent statements by the Chinese government have indicated an intent to exert greater oversight and control over offerings that are conducted overseas and/or over foreign investments in China-based issuers. On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

Additionally, we could be subject to various government and regulatory interference in the regions in which we operate, which could result in a material change in our operations and the value of the securities. Pursuant to Article 6 of the Revised Draft, companies holding data of more than one million users must now apply for cybersecurity approval when seeking overseas listings because of the risk that such data and personal information could be “affected, controlled, and maliciously exploited by foreign governments.” As confirmed by our PRC counsel, [●], we currently are not subject to cybersecurity review with the CAC to conduct business operations in China, given that: (i) we are not the “operator of critical information infrastructure” or “online platform operator” (ii) we do not possess a large amount of personal information in our business operations, and (iii) as of the date of this prospectus, we have not been involved in any investigations initiated by the CAC, nor have we received any inquiry, notice, warning or sanction in such respect.

On February 17, 2023, with the approval of the State Council, the China Securities Regulatory Commission (the “CSRC”) promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (“Trial Measures”), and five supporting guidelines, which came into effect on March 31, 2023. Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following their submission of initial public offerings or listing applications. If a domestic company fails to complete the required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings and fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines.

As of the date of this prospectus, we have not received any formal inquiry, notice, warning, sanction, or objection from the CSRC with respect to the listing of our Ordinary Shares, the filing requirements under the Trial Measurements do not apply to the Company since: (i) the revenue, total profit, total assets or net assets of GCHL, DCMCL and MTL was less than 50% of that of the Company in total for the year ended June 30, 2024; and (ii) the majority of senior management are non-PRC citizens and reside in Hong Kong.

However, there is no assurance that the relevant PRC governmental authorities, including the CSRC, would reach the same conclusion as us, or that the CSRC or any other PRC governmental authorities would not promulgate new rules or new interpretation of current rules (with retrospective effect) to require us to obtain CSRC or other PRC governmental approvals for this offering. If we inadvertently concluded that such approvals are not required, our ability to offer or continue to offer our Ordinary Shares to investors could be significantly limited or completed hindered, which could cause the value of our Ordinary Shares to significantly decline or become worthless. We may also face sanctions by the CSRC, the CAC or other PRC regulatory agencies. These regulatory agencies may impose fines, penalties, limit our operations in China and Hong Kong, or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities.

The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, may restrict or otherwise unfavorably impact our ability or way to conduct business and may 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.

Risks Related to Our Securities and the Offering

An active trading market for our Class A Ordinary Shares may not be established or, if established, may not continue and the trading price for our Class A Ordinary Shares may fluctuate significantly.

There is no assurance that a liquid public market for our Class A Ordinary Shares will be established. If an active public market for our Ordinary Shares does not occur following the completion of this offering, the market price and liquidity of our Class A Ordinary Shares may be materially and adversely affected. The public offering price for our Class A Ordinary Shares in this offering was determined by negotiation between us and the representative of the underwriter based on several factors, and we can provide no assurance that the trading price of our Class A Ordinary Shares after this offering will not decline below the public offering price. As a result, investors in our Class A Ordinary Shares may experience a significant decrease in the value of their Ordinary Shares.

We may not maintain the listing of our Class A Ordinary Shares on the Nasdaq Capital Market, which could limit investors’ ability to make transactions in our Class A Ordinary Shares and subject us to additional trading restrictions.

We intend to list our Class A Ordinary Shares on the Nasdaq Capital Market concurrently with this offering. In order to continue listing our shares on the Nasdaq Capital Market, we must maintain certain financial and share price levels and we may be unable to meet these requirements in the future. There is no assurance that our shares will continue to be listed on Nasdaq in the future.

If Nasdaq delists our Class A Ordinary Shares and we are unable to list our shares on another national securities exchange, we expect that our shares could be quoted on an over-the-counter market in the United States. If this were to occur, we could face significant material adverse consequences, including:

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

	●	reduced liquidity for our Class A Ordinary Shares;

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

	●	a limited amount of news and analyst coverage; and

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

As long as our Class A Ordinary Shares are listed on Nasdaq, U.S. federal law prevents or preempts states from regulating their sale. However, the law does allow states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then states can regulate or bar their sale. Further, if we were no longer listed on Nasdaq, we would be subject to regulations in each state in which we offer our shares.

Nasdaq may apply additional and more stringent criteria for our continued listing.

Nasdaq Listing Rule 5101 provides Nasdaq with broad discretionary authority over the initial and continued listing of securities in Nasdaq and Nasdaq may use such discretion to deny initial listing, apply additional or more stringent criteria for the initial or continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes initial or continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteria for initial or continued listing on Nasdaq. In addition, Nasdaq has used its discretion to deny initial or continued listing or to apply additional and more stringent criteria in the instances, including but not limited to where the company engaged an auditor that has not been subject to an inspection by PCAOB, an auditor that PCAOB cannot inspect, or an auditor that has not demonstrated sufficient resources, geographic reach, or experience to adequately perform the company’s audit; (ii) where a company planned a small public offering, which would result in insiders holding a large portion of the company’s listed securities. Nasdaq was concerned that an offering size was insufficient to establish the company’s initial valuation, and there would not be sufficient liquidity to support a public market for the company; and (iii) where the company did not demonstrate sufficient nexus to the U.S. capital market, including having no U.S. shareholders, operations, or members of the board of directors or management. For the any aforementioned concerns, we may be subject to the additional and more stringent criteria of Nasdaq for our continued listing, which might cause delay or even denial of our listing application for our Class A Ordinary Shares.

Our stock price may be volatile, and the value of our Class A Ordinary Shares may decline.

We cannot predict the prices at which our Class A Ordinary Shares will trade. The initial public offering price of our Class A Ordinary Shares will be determined by negotiations between us and the underwriters and may not bear any relationship to the market price at which our Class A Ordinary Shares will trade after this offering or to any other established criteria of the value of our business and prospects, and the market price of our Class A Ordinary Shares following this offering may fluctuate substantially and may be lower than the initial public offering price. In addition, the trading price of our Class A Ordinary Shares following this offering is likely to be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause you to lose all or part of your investment in our Class A Ordinary Shares as you might be unable to sell your Class A Ordinary Shares at or above the price you paid in this offering.

The stock market has recently experienced extreme price and volume fluctuations. Broad market and industry fluctuations, as well as general economic, political, regulatory and market conditions, may also negatively impact the market price of our Class A Ordinary Shares. Price volatility may be greater if the public float and trading volume of shares of our Class A Ordinary Shares is low. Furthermore, in the past, companies that have experienced volatility in the market price of their securities have been subject to securities class-action litigation following periods of volatility in the market price of their securities. We may be the target of this type of litigation in the future, which could result in substantial costs, divert management’s attention and resources, and harm our business, financial condition, and results of operations.

Certain recent initial public offerings of companies with smaller public floats have experienced extreme stock price and volume fluctuations seemingly unrelated to company performance. Such volatility, if occurs to us, may make it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

Certain recent instances of extreme stock price and volume fluctuations have been seemingly unrelated to company performance following a number of recent initial public offerings, particularly among companies with relatively smaller public floats, and we expect that such instances may continue and/or increase in the future. We anticipate that the trading price of our Class A Ordinary Shares following this offering is likely to be volatile, and our Class A Ordinary Shares may be subject to rapid and substantial price volatility. Such volatility, including any stock run-ups, may be unrelated or disproportionate to our actual or expected operating performance and financial condition or prospects and may distort the market perception of our Class A Ordinary Shares, price and our financial performance and public image, negatively affect the long-term liquidity of our Class A Ordinary Shares, regardless of our actual or expected operating performance. If we encounter such volatility, it will likely make it difficult and confusing for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares and understand the value thereof.

We also anticipate that our Class A Ordinary Shares are likely to be more sporadically and thinly traded than that of larger, more established companies with larger public floats. As a consequence of this lack of liquidity, the trade of relatively small quantities of Ordinary Shares by our stockholders may disproportionately influence the price of those shares in either direction. The price of our Class A Ordinary Shares could, for example, decline precipitously in the event that a large number of our Class A Ordinary Shares are sold on the market without commensurate demand as compared to a larger, more established issuer that could better absorb those sales without adverse impact on its stock price.

If securities or industry analysts do not publish research or publish unfavorable or inaccurate research about our business, the market price and trading volume of our Class A Ordinary Shares could decline.

The market price and trading volume of our Class A Ordinary Shares following the completion of this offering will be heavily influenced by the way analysts interpret our financial information and other disclosures. We do not have control over these analysts. If few securities analysts commence coverage of us, or if industry analysts cease coverage of us, our Class A Ordinary Share price could be negatively affected. If securities or industry analysts do not publish research or reports about our business, downgrade our Class A Ordinary Shares, or publish negative reports about our business, our Class A Ordinary Share price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our Class A Ordinary Shares could decrease, which might cause our Class A Ordinary Share price to decline and could decrease the trading volume of our Class A Ordinary Shares.

Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Class A Ordinary Shares for a return on your investment.

We currently intend to retain all of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our Class A Ordinary Shares as a source for any future dividend income. Our Board of Directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in 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 as determined by our Board of Directors. Accordingly, the return on your investment in our Class A Ordinary Shares will likely depend entirely upon any future price appreciation of our Class A Ordinary Shares. There is no guarantee that our Class A Ordinary Shares will appreciate in value after this offering or even maintain the price at which you purchased our shares. You may not realize a return on your investment in our Class A Ordinary Shares and you may even lose your entire investment.

Because our public offering price per share is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.

If you purchase Class A Ordinary Shares in this offering, you will pay substantially more than our net tangible book value per Ordinary Share. As a result, you will experience immediate and substantial dilution of US$[●] per share, representing the difference between our as adjusted net tangible book value per share of US$[●] as of June 30, 2024, after giving effect to the net proceeds to us from this offering, assuming no change to the number of Ordinary Shares offered by us as set forth on the cover page of this prospectus and an assumed public offering price of US$[●] per share, which is the mid-point of the public offering price range. For further information on the description of how the value of your investment in our Class A Ordinary Shares will be diluted upon the completion of this offering, see “Dilution”.

As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq Capital Market corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq Capital Market corporate governance listing standards.

As a foreign private issuer that has applied to list our Class A Ordinary Shares on the Nasdaq Capital Market, we rely on a provision in the Nasdaq Capital Market corporate governance listing standards that allows us to follow Cayman Islands law with regard to certain aspects of corporate governance. This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on the Nasdaq Capital Market.

For example, we are exempt from Nasdaq Capital Market regulations that require a listed U.S. company to:

	●	have a majority of the board of directors consist of independent directors;

	●	require non-management directors to meet on a regular basis without management present;

	●	have an independent compensation committee;

	●	have an independent nominating committee; and

	●	seek shareholder approval for the implementation of certain equity compensation plans and dilutive issuances of Class A Ordinary Shares, such as transactions, other than a public offering, involving the sale of 20% or more of our Class A Ordinary Shares for less than the greater of the book or market value of the shares.

As a foreign private issuer, we are permitted to follow home country practice in lieu of the above requirements. Our audit committee is required to comply with the provisions of Rule 10A-3 of the Exchange Act, which is applicable to U.S. companies listed on the Nasdaq Capital Market. Therefore, we intend to have a fully independent audit committee upon effectiveness of the registration statement of which this prospectus is a part, in accordance with Rule 10A-3 of the Exchange Act. However, because we are a foreign private issuer, our audit committee is not subject to additional Nasdaq Capital Market corporate governance requirements applicable to listed U.S. companies, including the requirements to have a minimum of three members and to affirmatively determine that all members are “independent,” using more stringent criteria than those applicable to us as a foreign private issuer.

Further, because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

	●	the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;

	●	the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

	●	the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

	●	the selective disclosure rules by issuers of material non-public information under Regulation FD.

We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of the Nasdaq Capital Market. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you if you were investing in a U.S. domestic issuer.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us.

As discussed above, we are a foreign private issuer and, therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last Business Day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on [March 31, 2025] In the future, we would lose our foreign private issuer status if: (i) more than 50% of our outstanding voting securities are owned by U.S. residents; and (ii) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid the loss of foreign private issuer status. If we were to lose our foreign private issuer status, we would be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We would also have to comply with U.S. federal proxy requirements, and our officers, directors and 10% shareholders would become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we would incur significant additional legal, accounting, and other expenses that we do not incur as a foreign private issuer.

We will incur significantly increased costs and devote substantial management time as a result of the listing of our Ordinary Shares on the Nasdaq Capital Market.

We will incur additional legal, accounting, and other expenses as a public reporting company, particularly after we cease to qualify as an emerging growth company. For example, we will be required to comply with the additional requirements of the rules and regulations of the SEC and Nasdaq rules, including applicable corporate governance practices. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, we expect that our management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. We cannot predict or estimate the number of additional costs we may incur as a result of becoming a public company or the timing of such costs.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidelines are provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may also initiate legal proceedings against us, and our business may be adversely affected.

You may have more difficulties protecting your interests than you would as a shareholder of a U.S. corporation.

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by our Amended and Restated Memorandum and Articles, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against our directors and us, actions by our minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law 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 common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not 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 the standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law inspect corporate records (other than the memorandum and articles of association and any special resolutions passed by such companies, and the register of mortgages and charges of such companies) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our Amended and Restated Memorandum and Articles that will become effective immediately prior to completion of this offering 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, may differ significantly from requirements for companies incorporated in other jurisdictions such as U.S. states. Accordingly, 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, shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the Board of Directors or controlling shareholders than they would as shareholders of a company incorporated in a U.S. state. For further information on the significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in a U.S. state and their shareholders, see “Certain Cayman Islands Company Considerations — Comparison of Cayman Corporate Law and U.S. Corporate Law”.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in the prospectus based on foreign laws.

We are an exempted company incorporated under the laws of the Cayman Islands, we conduct a substantial amount of operations in Hong Kong, and a substantial portion of our assets are located in Hong Kong. In addition, certain senior executive officers reside within Hong Kong for a significant portion of the time and are China (Hong Kong) nationals. As a result, it may be difficult for our shareholders to effect service of process upon us or those persons inside Hong Kong. In addition, Hong Kong has no treaties providing for the reciprocal recognition and enforcement of judgments of courts with the Cayman Islands and many other countries and regions. Therefore, recognition and enforcement in Hong Kong of judgments of a court in any of these non-Hong Kong jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.

Shareholder claims that are common in the United States, including securities law class actions and fraud claims, generally are difficult to pursue as a matter of law or practicality in Hong Kong. Although the local authorities in Hong Kong may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such regulatory cooperation with the securities regulatory authorities in the United States have not been efficient in the absence of mutual and practical cooperation mechanism. According to Article 177 of the PRC Securities Law which took effect in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. Accordingly, without the consent of the competent PRC or Hong Kong securities regulators and relevant authorities, no organization or individual may provide the documents and materials relating to securities business activities to overseas parties.

Certain judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. In addition, all of our current directors and officers are nationals and residents of countries other than the United States and substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For further information on the relevant laws of the Cayman Islands, see “Enforceability of Civil Liabilities.” As a result of all of the above, our shareholders may have more difficulties in protecting their interests through actions against us or our officers, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

Our Ordinary Shares may be subject to raid and substantial price volatility unrelated to our performance, which could result in substantial losses to investors.

Our Class A Ordinary Shares may be subject to rapid and substantial price volatility and their trading price could fluctuate widely due to factors beyond our control. Upon the consummation of this offering, we will have a relatively small public float due to the relatively small size of this offering, and the concentrated ownership of our Class A Ordinary Shares among our executive officers and directors. As a result of our small public float, our Class A Ordinary Shares may be less liquid and have greater stock price volatility than the shares of companies with broader public ownership. This may also happen because of the broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business operations located mainly in the PRC or Hong Kong that may have listed their securities in the United States. In addition to market and industry factors, the price and trading volume for our Class A Ordinary Shares may be highly volatile for factors specific to our operations, including the following:

	●	fluctuations in our revenues, earnings, and cash flow;

	●	changes in financial estimates by securities analysts;

	●	additions or departures of key personnel;

	●	release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and

	●	potential litigation or regulatory investigations.

Any of these factors may result in significant and sudden changes in the volume and price at which our shares will trade.

In addition, the stock price of a number of companies involved in initial public offerings, particularly among companies with relatively smaller public floats, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Such rapid and substantial price volatility, including any stock run-up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our stock. This volatility may prevent you from being able to sell your securities at or above the price you paid for your securities. If the market price of our Class A Ordinary Shares after this offering does not exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

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

If we are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States federal income tax consequences.

We are a non-U.S. corporation and, as such, we will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either

	●	At least 75% of our gross income for the year is passive income; or

	●	The average percentage of our assets (determined at the end of each quarter) during the taxable year that produce passive income or that are held for the production of passive income is at least 50%.

Passive income generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our securities, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.

It is possible that, for our current taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive income. We will make this determination following the end of any particular tax year. We treat our affiliated entities as being owned by us for United States federal income tax purposes, not only because we exercise effective control over the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their operating results in our consolidated financial statements. For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least 25% of the equity by value.

For further information on the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to be a PFIC, see “Material Tax Considerations - United States Federal Income Tax Considerations - Passive Foreign Investment Company Considerations.”

We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period, although we have early adopted certain new and revised accounting standards based on transition guidance permitted under such standards. As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.

Our Executive Director has substantial influence over the Company. His interests may not be aligned with the interests of our other shareholders, and it could present or cause a change of control or other transactions.

Prior to this offering, through his 99% ownership of MCL, Mr. NG Hon Kin, our Chairman and Executive Director, beneficially owns 64.35% of our issued and outstanding Ordinary Shares. Upon completion of this offering, Mr. NG Hon Kin’s beneficial ownership will be decreased to approximately 57.18%, and our public shareholders will beneficially own approximately 10.00% of our issued and outstanding Ordinary Shares assuming the underwriters do not exercise their over-allotment option. In the event the underwriters exercise their over-allotment option in full, Mr. NG Hon Kin will own approximately [55.93]% of our issued and outstanding Ordinary Shares.

Accordingly, our controlling shareholder could control the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions, including the power to prevent or cause a change in control. The interests of our largest shareholder may differ from the interests of our other shareholders. Without the consent of our controlling shareholder, we may be prevented from entering into transactions that could be beneficial to us or our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our shares. For further information on our principal shareholders and their affiliated entities, see “Principal Shareholders.”

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

The trading market for our Ordinary Shares will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts downgrade our Class A Ordinary Shares, the market price for our Class A Ordinary Shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn. could cause the market price or trading volume for our Class A Ordinary Shares to decline.

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

Sales of substantial amounts of our Class A Ordinary Shares in the public market after the completion of this offering, or the perception that these sales could occur, could adversely affect the market price of our Class A Ordinary Shares, and could materially impair our ability to raise capital through equity offerings in the future. Prior to the sale of our Class A Ordinary Shares in this offering, we have 27,000,000 Ordinary Shares, consist of 9,450,000 Class A Ordinary Shares and 17,550,000 Class B Ordinary Shares, issued and outstanding. The Class A Ordinary Shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and Class A Ordinary 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 applicable lock-up agreements. There will be 30,000,000 Ordinary Shares, consist of 12,672,222 Class A Ordinary Shares and 17,327,778 Class B Ordinary Shares, outstanding immediately after this offering, subject to approval of resale prospectus. In connection with this offering, our directors and officers named in the section “Management” and certain shareholders have agreed not to sell any Ordinary Shares until 180 days after the date of this prospectus without the prior written consent of the representative of the underwriters, subject to certain exceptions including with respect to the Class A Ordinary Shares being sold by the Selling Shareholder pursuant to the registration statement that this prospectus forms a part of. However, the representative of the underwriters may release these securities from these restrictions at any time. We cannot predict what effect, if any, market sales of securities held by our controlling shareholder or any other shareholder or the availability of these securities for future sale will have on the market price of our Class A Ordinary Shares. For a more detailed description of the restrictions on selling our Class A Ordinary Shares after the offering, see “Shares Eligible for Future Sale” and “Underwriting”.

Short selling may drive down the market price of our Class A 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 the 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 could 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.

You must rely on the judgment of our management as to the uses of the net proceeds from this offering, and such uses may not produce income or increase our share price.

We plan to use the net proceeds of this offering primarily as follows: (i) approximately [5]% to set up our research and development capacity; (ii) approximately [25]% to penetrate and further expand into new and existing geographical markets; (iii) approximately [65]% for general working capital and other general corporate purposes; and (iv) approximately [5]% as an advisory fee. For further information, see “Use of Proceeds”.

The statement by the SEC regarding proposed rule changes submitted by Nasdaq and an act passed by the U.S. Senate and the U.S. House of Representatives all call for additional and more stringent criteria to be applied to emerging market companies. These developments could add uncertainties to our offering, business operations, share price and reputation.

U.S. public companies that have substantially all of their operations in China (including in Hong Kong) have been the subject of intense scrutiny, criticism, and negative publicity by investors, financial commentators, and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud.

On December 7, 2018, the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by the U.S. regulators in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. 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, reiterating past SEC and PCAOB statements on matters including the difficulty associated with inspecting accounting firms and audit work papers in China and higher risks of fraud in emerging markets and the difficulty of bringing and enforcing SEC, Department of Justice and other U.S. regulatory actions, including in instances of fraud, in emerging markets generally.

On May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act (the “HFCA”) 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 exchange. On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act.

On May 21, 2021, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in a “Restrictive Market,” (ii) prohibit Restrictive Market companies from directly listing on Nasdaq Capital Market, and only permit them to list on Nasdaq Global Select or Nasdaq Global Market in connection with a direct listing and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.

As more stringent criteria may be imposed, including the HFCA, which became law in December 2020, our Ordinary Shares may be prohibited from trading if our auditor cannot be fully inspected. The PCAOB issued a Determination Report on December 16, 2021 (the “Determination Report”), which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the People’s Republic of China because of a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. In addition, the Determination Report identified the specific registered public accounting firms subject to these determinations which included our auditor who appears as part of the report and is listed under its Appendix B: Registered Public Accounting Firms Subject to the Hong Kong Determination.

On December 15, 2022, the PCAOB announced that it has secured complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate the previous 2021 Determination Report to the contrary.

The HFCAA prohibits foreign companies from listing their securities on U.S. exchanges if the company’s auditor has been unavailable for PCAOB inspection or investigation for three consecutive years and, as a result, an exchange may determine to delist our Class A Ordinary Shares. In June 2021, the Senate passed the AHFCAA which, if signed into law, would reduce the time period for the delisting of foreign companies under the HFCAA to two consecutive years instead of three years. In the event that the HFCAA is amended to prohibit an issuer’s securities from trading on any U.S. stock exchange and our auditor is not subject to PCAOB inspections for two consecutive years instead of three, it will reduce the time before our Class A Ordinary Shares may be prohibited from trading or delisted from an exchange.

As a result of this scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on us, our offering, business, and our Class A Ordinary Share price. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our Company. This situation will be costly and time consuming and distract our management from furthering our growth. If such allegations are not proven to be groundless, we and our business operations will be severely affected, and you could sustain a significant decline in the value of our Class A Ordinary Shares.

ENFORCEABILITY OF CIVIL LIABILITIES

Our Company is an exempted company incorporated with limited liability under the laws of the Cayman Islands. We are incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and these securities laws provide less protection for investors. In addition, Cayman Islands companies may not have standing to sue before the U.S. federal courts.

Our constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, among us, our officers, directors and shareholders, be arbitrated. All of our Operating Subsidiaries’ current operations are conducted outside of the United States, and all of our current assets are located outside of the United States, with the majority of our and our Operating Subsidiaries’ operations and current assets being located in Hong Kong. In addition, our auditors are located in Diamond Bar, California, and our senior executive officers are located in Hong Kong for a significant portion of the time and are majorly China (Hong Kong) nationals. As a result, it may be difficult for our shareholders to effect service of process upon us or those persons. In addition, Hong Kong has no treaties providing for the reciprocal recognition and enforcement of judgments of courts within the Cayman Islands. Therefore, recognition and enforcement in Hong Kong of judgments of a court in non-Hong Kong jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.

Shareholder claims that are common in the United States, including securities law class actions and fraud claims, generally are difficult to pursue as a matter of law or practicality in Hong Kong. Although the local authorities in Hong Kong may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such regulatory cooperation with the securities regulatory authorities in the United States have not been efficient in the absence of a mutual and practical cooperation mechanism. According to Article 177 of the PRC Securities Law, which took effect in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. Accordingly, without the consent of the competent PRC or Hong Kong securities regulators and relevant authorities, no organization or individual may provide the documents and materials relating to securities business activities to overseas parties.

We have appointed [Cogency Global Inc., 122 E. 42^nd Street, 18^th Floor, New York, New York 10168] as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Cayman Islands

We have been advised by Ogier, our legal counsel as to Cayman Islands laws that 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:

(a)

is given by a foreign court of competent jurisdiction;

(b)

imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;

(c)

is final;

(d)

is not in respect of taxes, a fine or a penalty;

(e)

was not obtained by fraud; and

(f)

is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

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.

Hong Kong

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

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

Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of United States courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any State or territory within the United States.

USE OF PROCEEDS

If the underwriter does not exercise its over-allotment option, we expects to receive approximately US$[●] of net proceeds from this offering, based on the public offering price of US$[5] per share, after deducting underwriting discounts and commissions of US$[1,050,000], a non-accountable expense allowance to the underwriter of US$[150,000] and estimated offering expenses of approximately US$[●] payable by us. If the underwriter exercises its over-allotment option in full, we expect to receive approximately US$[●] of net proceeds from this offering after deducting underwriting discounts and commissions of US$[1,207,500], a non-accountable expense allowance to the underwriter of US$[150,000] and estimated offering expenses of approximately US$[●]¹.

¹Includes advisory fees of US$[100,000] to [500,000] ($100,000 was previously paid).

We currently intend to use the net proceeds received from this offering primarily as follows:

	●	approximately [5]% to set up our research and development capacity;

	●	approximately [25]% to penetrate and further expand into new and existing geographical markets;

	●	approximately [65]% for general working capital and other general corporate purposes; and

	●	approximately [5]% as an advisory fee.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. 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.

Set up our research and development capability.

We intend to set up own research and development facilitates. By allocating [5]% of the net proceeds in setting up new research and development for our medical cosmetology technologies, services and products, we will be able to offer our own branded products.

Penetrate and further expand into new and existing geographical markets.

For the purpose of penetration and further expansion into new and existing geographical markets, we plan to allocate [25]% of the net proceeds to establish new subsidiary or representative offices and enhancing our sales and marketing efforts in new or existing geographical markets such as United States to enhance our sales and service support for our customers. With the establishment of a subsidiary or representative offices in a new or existing geographical market, we believe that we could (i) strengthen our services and marketing support to our existing customer potential customers; and (ii) explore opportunities to seek new customers, thereby capturing new sales opportunities and expanding our market share.

General working capital

We intend to reserve [65]% of the net proceeds for general working capital needs and use for daily operations. This will serve as a buffer to deal with the fluctuating economic environment while at the same time providing a stable financial backup for daily operational use.

CAPITALIZATION

The following table sets forth our capitalization as of [●], 2025:

	●	on an actual basis; and

	●	on a pro forma as adjusted basis to reflect (i) the above; (ii) the issuance and sale of 3,000,000 Class A Ordinary Shares by us in this offering based on the offering price of US$[5] per Class A Ordinary Share, assuming the underwriters do not exercise the over-allotment option; and (iii) the issuance and sale of [3,000,000] Class A Ordinary Shares by us in this offering based on the offering price of US$[5] per Ordinary Share, assuming the underwriters exercise the over-allotment option in full, after deducting underwriting discounts and commissions, a non-accountable expense allowance and estimated offering expenses payable by us.

The pro forma as adjusted 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 table in conjunction with “Use of Proceeds,” “Selected Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

Actual

As adjusted ⁽¹⁾

As adjusted ⁽²⁾

USD’000

Cash and cash equivalents

[●]

Indebtedness

Bank borrowings

930

Amounts due to related parties

576

1,506

Shareholders’ Equity

Ordinary Shares, par value US$0.0001 par value per share, 110,000,000 Ordinary Shares authorized, 9,450,000 Class A Ordinary Shares and 17,550,000 Class B Ordinary Shares outstanding on an actual basis, 30,000,000 Class A Ordinary Shares outstanding on an as adjusted basis (assuming [3,000,000] Class A Ordinary Shares to be issued in this offering with no exercise of over-allotment option) and [30,000,000] Class A Ordinary Shares outstanding on an as adjusted basis (assuming over-allotment option is exercised in full)

[303]

[348]

Additional paid-in capital

[●]

Subscription Receivable

[●]

Accumulated deficits

[●]

Total Equity

[●]

Total Capitalization

[●]

⁽¹⁾	Assuming no exercise of the underwriters’ over-allotment option
⁽²⁾	Assuming full exercise of the underwriters’ over-allotment option

DIVIDENDS AND DIVIDEND POLICY

For the fiscal years ended June 30, 2024 and 2023, no dividend was declared.

Any future dividend payments should not be considered as a guarantee or indication that those companies will declare and pay dividends in such manner in the future or at all. Further, as of the date of this prospectus, our Board does not intend to pay any dividends on our Ordinary Shares for the foreseeable future. We anticipate that all of our net earnings, if any, will be used for the operation and growth of our Operating Subsidiaries’ businesses.

We have adopted a dividend policy, according to which our Board shall take into account, among other things, the following factors when deciding whether to propose a dividend and in determining the dividend amount: (a) operating and financial results; (b) cash flow situation; (c) business conditions and strategies; (d) future operations and earnings; (e) taxation considerations; (f) interim dividend paid, if any; (g) capital requirement and expenditure plans; (h) interests of shareholders; (i) statutory and regulatory restrictions; (j) any restrictions on payment of dividends; and (k) any other factors that our Board may consider relevant. Our board of directors has complete discretion in deciding whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium, and provided always that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors.

Even if our Board of Directors decides to pay dividends, the timing, form, and amount of future dividends, if any, will depend upon our future results of operations and cash flow, capital requirements and surplus, general financial condition, contractual restrictions, and other factors that the Board of Directors may deem relevant. In addition, we are a holding company and depend on the receipt of dividends and other distributions from our subsidiaries to pay dividends on our Ordinary Shares.

DILUTION

Investors purchasing our Class A Ordinary Shares in this offering will experience immediate and substantial dilution in the pro forma as adjusted net tangible book value of their Ordinary Shares. Dilution in pro forma as adjusted net tangible book value represents the difference between the initial public offering price of our Class A Ordinary Shares and the pro forma as adjusted net tangible book value per share of our Class A Ordinary Shares immediately after the offering.

Historical net tangible book value per share represents our total tangible assets (total assets excluding goodwill and other intangible assets, net) less total liabilities, divided by the number of outstanding Ordinary Shares. After giving effect to the sale of Class A Ordinary Shares in this offering by the Company based on the offering price of US$[●] per Class A Ordinary Share, after deducting US$[●] in underwriting discounts and commissions (assuming 3,000,000 Class A Ordinary Shares to be issued in this offering with no exercise of over-allotment option), a non-accountable expense allowance to the underwriter of US$[150,000] and estimated offering expenses payable by us of approximately US$[●], the pro forma as adjusted net tangible book value as of June 30, 2024 would have been approximately US$[●], or US$[●] per Ordinary Share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$[●] per Ordinary Share to our existing stockholders and an immediate dilution of US$[●] per share to new investors purchasing Ordinary Shares in this offering. If the over-allotment is exercised in full, the pro forma as adjusted net tangible book value as of June 30, 2024 would have been approximately US$[●], or US$[●] per Ordinary Share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$[●] per Ordinary Share to our existing stockholders and an immediate dilution of US$[●] per share to new investors purchasing Class A Ordinary Shares in this offering.

The following table illustrates this dilution on a per Ordinary Share basis to new investors.

	No exercise of Over-allotment Option ⁽¹⁾			Full Exercise of Over-allotment Option ⁽²⁾
Initial public offering price per Class A Ordinary Share		[3,000,000]			[3,450,000]
Historical net tangible book value per Ordinary Share as of June 30, 2024	$	[(0.27]	)		[(0.27]	)
Increase in as adjusted net tangible book value per Ordinary Share attributable to the investors in this offering		[●]			[●]
Pro forma net tangible book value per Ordinary Share after giving effect to this offering		[●]			[●]
Dilution per share to new investors participating in this offering		[●]			[●]

(1)	Assumes gross proceeds from the offering of 3,000,000 Class A Ordinary Shares and assumes that the underwriter’s over-allotment option has not been exercised.
(2)	Assumes gross proceeds from the offering of 3,450,000 Class A Ordinary Shares and assumes that the underwriter’s over-allotment option has been exercised in full.

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following summarizes the consolidated statements of income and comprehensive income for the year ended June 30, 2024 and 2023, and the consolidated balance sheet as of June 30, 2024 and 2023 have been derived from our consolidated financial statements included elsewhere in this prospectus. The selected financial data set forth below should be read in conjunction with and are qualified by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes thereto included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results do not necessarily indicate results expected for any future period.

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

	For Years Ended June 30,
	2024			2023
	USD			USD

REVENUES, net	$	6,111,388		$	8,022,480

COSTS AND EXPENSES
Cost of revenue		(1,303,886	)		(1,646,315	)
Selling and marketing expenses		(2,960,063	)		(3,597,143	)
General and administrative expenses		(1,191,795	)		(976,609	)
Finance costs		(35,244	)		(42,975	)

INCOME FROM OPERATIONS		620,400			1,759,438

OTHER INCOME (EXPENSES)
Interest income		351			147
Foreign exchange (loss)		540			(53	)
Loss on disposal of fixed assets		(116,695	)		(359	)
Other income		103,082			141,102
Total other (expenses) / income, net		(12,722	)		140,837

INCOME BEFORE PROVISION FOR INCOME TAXES		607,678			1,900,275

PROVISION FOR INCOME TAXES		-			-

NET INCOME	$	607,678		$	1,900,275

OTHER COMPREHENSIVE INCOME		(38,348	)		58,482

TOTAL COMPREHENSIVE INCOME	$	569,330		$	1,958,757

Weighted average number of ordinary shares outstanding
CLASS A - Basic and diluted		9,450,000			9,450,000
CLASS B - Basic and diluted		17,550,000			17,550,000

CONSOLIDATED BALANCE SHEETS

	As of June 30,
	2024			2023
	USD			USD
ASSETS
CURRENT ASSETS
Cash	$	85,798		$	54,932
Accounts receivable		7,495			27,631
Deposits		205,999			173,913
Other receivables		4,700			4,445
Prepayments		10,722			14,975
Deferred sales commission		285,778			312,063
Deferred offering costs		227,841			-
Amount due from related parties		-			46,968
Total current assets		828,333			634,926

NON-CURRENT ASSETS
Property and equipment, net		144,985			385,105
Deposits		189,915			286,220
Deferred sales commission		140,045			149,996
Right-of-use assets – operating lease		520,506			1,546,648
Right-of-use assets – financing lease		9,307			21,694
Total non-current assets		1,004,758			2,389,663

Total assets	$	1,833,091		$	3,024,589

LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Bank borrowings	$	124,111		$	115,043
Contract liabilities		7,032,566			9,426,113
Accounts payable		43,979			57,084
Accounts payable – related parties		4,213			-
Other payables and accruals		1,566,347			1,099,408
Financing lease liabilities		-			2,946
Operating lease liabilities		409,502			1,051,626
Provision for reinstatement		100,797			107,631
Amount due to related parties		576,336			152,648
Total current liabilities		9,857,851			12,012,499

NON-CURRENT LIABILITIES
Bank borrowings		805,732			926,521
Financing lease liabilities		-			-
Operating lease liabilities		122,662			637,819
Provision for reinstatement		53,355			61,590
Total non-current liabilities		981,749			1,625,930

Total liabilities	$	10,839,600		$	13,638,429

COMMITMENTS AND CONTINGENCIES	$	-			-

SHAREHOLDERS’ DEFICIT
Class A Ordinary Shares, par value $0.0001 per share; 85,000,000 shares authorized; 9,450,000 issued and outstanding as of June 30, 2024 and June 30, 2023	$	945		$	945
Class B Ordinary Shares, par value $0.0001 per share; 25,000,000 shares authorized; 17,550,000 shares issued and outstanding as of June 30, 2024 and June 30, 2023, respectively		1,755			1,755
Additional paid-in capital		2,317,351			1,279,351
Accumulated deficits		(11,346,695	)		(11,954,373	)
Accumulated other comprehensive income		20,134			58,482
Total shareholders’ deficit		(9,006,510	)		(10,613,840	)

Total liabilities and shareholders’ deficit	$	1,833,091		$	3,024,589

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

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

The Ordinary Shares being offered in this prospectus are those of MEDI Group Limited, or the Company. The Company is a holding company with no material operations of its own. We conduct our operations through GCHL, a Hong Kong company wholly owned by the Company. Unless the context requires otherwise, GCHL is the entity that contracts with third parties in the ordinary course of business, the holder of our business licenses and permits, and the legal owner of our business assets, other than our intellectual properties, which are registered under DCMCL, another Hong Kong company wholly owned by the Company.

Overview

We are a beauty service company offering a broad range of beauty and spa services for customers in Hong Kong under the brand name “Doctor’s Concept”. We offer both medical aesthetic services and normal beauty services. Most of our revenue has been generated by the normal beauty services. For the years ended June 30, 2024 and 2023, our revenue attributable to normal beauty services was approximately US$1.79 million and US$3.35 million, respectively, constituting approximately 29.4%, and 41.7% of the Company’s total revenue in the respective periods.

Our services are customized to tailor to the needs of each customer and are priced and sold in the form of prepaid packages or single service. As of June 30, 2024, approximately 2,600 customers (unaudited) held one or more of our unexpired prepaid packages, of which mainly were repeated customers, having been served by us for more than three years. We have three service centers with an aggregate gross floor area of 12,856 sq.ft. Customers may order their prepaid services in any one of the three centers.

We have experienced revenue flucatuation since the COVID-19 pandemic measures were completely lifted in March 2023. However, during the year ended June 30, 2024, our business was hit by a migration wave of our target group customers. Also, some customers tried to explore very low-priced beauty services in China. As result, our total revenue in the years ended June 30, 2024 and 2023 was approximately US$6.11 million and US$8.02 million, respectively, representing a year-over-year decrease of 24%.

One of our business strategies is to focus on growing our medical aesthetic services. For the years ended June 30, 2024 and 2023, our revenue attributable to medical aesthetic services was approximately US$0.80 million and US$1.21 million, respectively, constituting approximately 13.0%, and 15.1% of our total revenue in the respective periods. We intend to focus on the growth and development of our medical aesthetic services such that revenue in this segment will be more than [50%] of our total revenue.

Key Factors Affecting Our Results of Operations

Our results of operations and financial condition have been and will continue to be affected by the following major factors:

	●	Macroeconomic factors. Although we have plans to expand our operations by building our footprints in other Asian countries, Hong Kong will remain our homebase. As medical aesthetic services are elective healthcare procedures, our revenue will be strongly affected by macro-economic factors such as changes in per capita disposable income, Hong Kong’s economic outlook and the number of medical tourists. The Hong Kong economy has been relatively weak in the past 24 months. According to the US International Trade Association (ITA), the Hong Kong cosmetics market¹ in 2023 recorded a decrease of 38.6% from 2022. We expect consumers to be more cautious with their spending in 2024. Consumers may opt to delay or forgo non-essential spendings such as beauty services due to financial constraints.
	●	Cost and expense control. Hong Kong is a high-cost city. Employee compensation, rental payments for our business premises and the related capital expenditure we made to furbish these premises, such as decoration works and medical devices, are fixed overheads. We need to generate sufficient revenue to cover these fixed costs in order to break even or become profitable. For cost composition, employee compensation is the largest portion of our costs, representing 45.2% and 41.9% of our costs of operations for the years ended June 30, 2024 and 2023. Given the high portion of fixed costs in our costs of operations, our gross margin and net profit will be affected substantially by variance of our revenue. [For further information, see “Description of components of combined statements of profit or loss and other comprehensive income” for sensitivity analysis on our profit before tax for hypothetical changes in our major costs of operations.
	●	Competition. The cosmetology, including medical aesthetic services, industry in Hong Kong is highly competitive. Our competitors are primarily comprised of smaller, independent aesthetic services operators and spa operators. We compete with these players, and the bigger franchises for customers. Furthermore, personal-care and beauty alternatives with less sophisticated technologies may appeal to our target customers on the basis of price alone. Our ability to be effective across all such points of competition has and is likely to continue to have a significant effect on our business, financial condition and results of operations.
	●	Future pandemics. The COVID-19 pandemic between March 2020 and March 2023 had a significant adverse impact on the Hong Kong economy. We made a management decision to close down to 3 service centers in the year of 2022. Although the restrictive measures have been lifted since March 2023, consumers need time to restore financial confidence before resuming spending on non-essential services. The recovery has been particularly slow in retail spending, which was exacerbated by a relatively weak Hong Kong economy.
	●	Market reputation. An established reputation for being a safe, reliable and quality service provider is our greatest marketing tool. Our service quality is largely dependent upon our ability to attract and retain qualified beauty professionals, who also act as our sales personnel. Quality is also reflected on our ability to master the know-hows, adapt to the constantly evolving technologies and develop new services responsive to market trend.

Key Components of Results of Operations

Revenues

We sell our services as prepaid packages customized to the needs of individual customers. Payments received from prepaid packages are recorded as deferred revenue at the time of sales and are recognized as revenue when the relevant treatments are rendered to our customers from time to time. Our prepaid packages have a validity period ranging generally 24 months from the date of purchase. Upon expiration of the validity period, two years from the date of purchase, the remaining deferred revenue in respect of the prepaid packages not utilized are recognized as forfeited revenue.

¹See Industry Overview as to data sources and definitions.

To avoid the accumulation of excessive deferred revenue, we monitor from time to time the total amount of deferred revenue against the maximum capacity that our service centers can serve our customers. The control mechanism includes, among others, monitoring the salary incentives through adjusting the rate of bonus paid to our beauty professionals for sales of prepaid packages, as compared to the provision of services to the customers.

We classify our services into two types: medical aesthetic treatments and normal beauty treatments. Our prepaid packages may include one or more types of treatments in the same package, some of which are medical aesthetic ones and others are normal beauty ones. The following table sets forth, for the periods indicated, revenues from the different streams:

	For the year ended June 30, 2024		For the year ended June 30, 2023
Medical aesthetic treatments	$	795,377	$	1,208,635
Normal beauty treatments		1,793,789		3,345,837
Expired treatments		3,516,607		3,448,177
Others		5,615		19,831
Total revenue	$	6,111,388	$	8,022,480

Our services are rendered through three service centers located in different regions of Hong Kong. Sales patterns are different among the three due to regional differences in household income, demographics and other factors. The following table sets forth, for the periods indicated, revenues from the three service centers:

	For the year ended June 30, 2024		For the year ended June 30, 2023
Shop 1	$	1,654,041		2,648,588
Shop 2		699,251		1,382,488
Shop 3 (Discontinue in 2024)		187,286		543,227
Shop 4 (Removal of Shop 3)		54,203		-
Expired treatments		3,516,607		3,448,177
Total revenue	$	6,111,388		8,022,480

Cost of revenue

As in the case of revenue, cost of sales may be broken down by service type or by the location in which the services were rendered.

By service type:

	For the year ended June 30, 2024		For the year ended June 30, 2023
Medical aesthetic treatments	$	722,894	$	853,440
Normal beauty treatments		571,372		784,737
Others		9,620		8,138
Total cost of revenue	$	1,303,886	$	1,646,315

By shop:

For the year ended June 30, 2024

	Shop 1		Shop 2		Shop 3 (Discontinued in 2024)		Shop 4 (Removal of Shop 3)		Total
	USD		USD		USD		USD		USD
Products		4,393		2,914		-		1,325		8,653
Medical aesthetic treatments		253,946		705		54		187		255,507
Treatments		24,037		17,890		2,285		11,052		55,396
Doctor’s fees		214,653		-		-		-		215,170
Salaries		191,710		209,207		31,000		90,223		523,399
Commission		115,365		79,441		10,742		40,574		246,716
Others		1,029		802		59		293		2,188

Total cost of revenue		805,133		310,959		44,140		143,654		1,303,886

For the year ended June 30, 2023

	Shop 1		Shop 2		Shop 3		Total
	USD		USD		USD		USD
Products		2,789		1,991		1,257		6,037
Medical aesthetic treatments		254,459		5,243		2,059		261,761
Treatments		52,864		33,895		17,044		103,803
Doctor’s fees		308,205		-		-		308,205
Salaries		294,237		264,245		138,963		697,445
Commission		101,296		112,746		50,443		264,485
Others		2,790		1,237		552		4,579

Total cost of revenue		1,016,640		419,357		210,318		1,646,315

Operating expenses

We classify our operating expenses into two categories: selling and marketing expenses and general and administrative expenses. Selling and marketing expenses during the periods indicated were comprised of the following items:

Selling and marketing expenses during the periods indicated consisted of the following items:

	For the years ended June 30,
	2024		2023		Change			Change
	USD		USD		USD			%
Payroll, MPF and staff benefits expense	$	963,944	$	1,307,366	$	(343,422	)		(26.27	)
Rental, rates and property management expense		249,994		227,761		22,233			9.76
Credit card commission		131,852		179,035		(47,182	)		(26.35	)
Depreciation - PPE		234,267		274,016		(39,749	)		(14.51	)
Depreciation – ROU		12,448		19,596		(7,148	)		(36.48	)
Lease expenses		1,016,558		1,198,762		(182,204	)		(15.20	)
Advertising, marketing and promotion expense		231,008		242,325		(11,317	)		(4.67	)
Other expenses		119,991		148,282		(28,291	)		(19.08	)
Total	$	2,960,063	$	3,597,143	$	(637,080	)		(17.71	)

General and administrative expenses during the periods consisted of the following items:

	For the years ended June 30,
	2024		2023		Change			Change
	USD		USD		USD			%
Payroll, MPF and staff benefits expense	$	534,998	$	45,331	$	489,667			1,080.20
Rental, rates and property management fee expense		208,662		205,701		2,961			1.44
Depreciation – PPE		7,367		8,293		(926	)		(11.17	)
Lease expenses		-		5,951		(5,951	)		(100.00	)
Management expenses		103,596		618,963		(515,367	)		(83.26	)
Other expenses		337,172		92,370		244,802			265.02
Total		1,191,795		976,609	$	215,186			22.03

The increase of general and administrative expenses to $1,191,795 for the year ended June 30, 2024 from $976,609 for the year ended June 30, 2023 was substantially caused by the increase in payroll relating to increase in staff increase to cope with this offering.

Total other (expenses) / income, net

Total other (expenses) / income during the periods consisted of the following items:

	2024			2023
	USD			USD
Charge of subleased rent & rates of shop at Grand Plaza 830		49,228			66,499
Credit card cash rebate		5,425			6,756
Resell of products		1,599			9,456
Gain from termination of operating lease		54,214			-
Reversal of provision for reinstatement costs		21,961			-
Sundry income		2,629			3,681
Government subsidy		-			81,814
Interest income		351			147
Exchange gain / (loss), net		540			(53	)
Loss on disposal of properties, property and equipment		(116,695	)		(359	)
Non-operating expenses – Rent compensation of early termination of shop at Yuen Long		(31,974	)		-
Non-operating expenses – customer claims		-			(5,923	)
Non-operating expenses – deposits written-off		-			(21,181	)
Total other (expenses) / income		(12,722	)		140,837

The major cause of decrease in other income, net was due to the decrease in government subsidy. During the COVID-19 pandemic, Hong Kong Government had granted subsidies for businesses which was basing largely on the number of employees of applicant company.

Income tax

We are incorporated in Cayman Islands and operate our business through wholly-owned subsidiaries incorporated in Hong Kong.

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of the Cayman Islands. In addition, the Cayman Islands does not impose withholding tax on dividend payments.

Under the current Hong Kong Inland Revenue Ordinance, our subsidiaries in Hong Kong are subject to profits tax at the rate of 8.25% on assessable profits up to HK$2,000,000; and 16.5% on any part of assessable profits over HK$2,000,000.

Payments of dividends by our Hong Kong subsidiaries is not subject to any Hong Kong withholding tax.

Results of Operations

Year ended June 30, 2024, compared to year ended June 30, 2023

The following table sets forth a summary of our consolidated results of operations for the periods indicated, both in absolute amount and as a percentage of its total revenues.

	For the years ended June 30,
	2024						2023
	USD			% of Revenue			USD			% of Revenue
Revenues, net		6,111,388			100.0	%		8,022,480			100.0	%

Costs and expenses
Cost of revenue		(1,303,886	)		(21.3	)%		(1,646,315	)		(20.5	)%

Selling and marketing expense		(2,960,063	)		(48.4	)%		(3,597,143	)		(44.8	)%
General and administrative expense		(1,191,795	)		(19.5	)%		(976,609	)		(12.2	)%
Finance costs		(35,244	)		(0.6	)%		(42,975	)		(0.5	)%
Income from operations		620,400			10.2	%		1,759,438			21.9	%

Total other (expenses)/income, net		(12,722	)		(0.2	)%		140,837			1.8	%
Interest expense		-			-	%		-			-	%
Income before tax expense		607,678			9.9	%		1,900,275			23.7	%

Provision for income tax		-			-	%		-			-	%
Net income		607,678			9.9	%		1,900,275			23.7	%

Other comprehensive income		(38,438	)		(0.5	%)		58,482			0.7	%

Total comprehensive income		569,330			9.4	%		1,958,757			24.4	%

Revenues

For the years ended June 30, 2024, and 2023, we generated our revenues by our Operating Subsidiaries.

The following table presented our revenues by service and product types for the years ended June 30, 2024, and 2023:

	For the year ended June 30, 2024		For the year ended June 30, 2023
Medical aesthetic treatments	$	795,377	$	1,208,635
Normal beauty treatments		1,793,789		3,345,837
Expired treatments		3,516,607		3,448,177
Others		5,615		19,831
Total revenue	$	6,111,388	$	8,022,480

Revenue decreased by $1,911,092, or 24.0%, to $6,111,388 for the year ended June 30, 2024, compared to $8,022,480 in 2023, mainly because of decreased target customers as a result of migration wave and temporary fade of customers’ consumptions for lower priced services in mainland China..

Cost of revenue

Cost of revenue included payrolls to beauticians, doctors and shop staff, bonus to beauticians, fringe benefits, mandatory fund contributions, paid holidays, medical doctor fees, medicines and treatment consumable.

For the year ended June 30, 2024, cost of sales decreased to $1,303,886, representing a decrease by $347,429, or 21%, from $1,646,315 for the year ended June 30, 2023 basically in line with decrease in revenue. As the basis salaries, other staff benefits and costing and rent for beauty salon are basically fixed costs. The major effect of the increase was due to decreased fixed bonus for new joining beauticians.

Selling and marketing expenses

For the year ended June 30, 2024, selling and marketing expenses was $2,960,063, which decreased by $637,080, (or 17.7%), from $3,597,143 for the year ended June 30, 2023. The decrease was mainly due to decrease in rental and property related expenses, credit card commission, payroll and right of use expenses. Such decreases were mainly result of decrease in revenue and no major capital expenditures.

General and administrative expenses

General and administrative expenses increased by $215,186, or 22.0%, to $1,191,795 for the year ended June 30, 2024, from $976,609 for the year ended June 30, 2023. This increase was mainly due to additional management fees for our executives, substantial increase in payroll relating to increase in staff increase to cope with this offering.

Income from operations

Income from operations decreased by $1,139,038, or 64.7%, to the income from operations of $620,400 for the year ended June 30, 2024 from the income from operation of $1,759,438 for the year ended June 30, 2023. The increase of the financial performance from operations were primarily due to the combined effects of a decrease of revenue of $1,911,092, decrease of cost of revenue of $342,429 and a decrease of selling and marketing expenses of $637,080, and an increase of general and administrative expenses of $215,186 and an increase of finance costs of $7,731 for the year ended June 30, 2024.

Other income (expenses), net

Major components of other income (expenses) are exchange gain and loss, loss on disposal of property and equipment, other income and bank interest income. For the year ended June 30, 2024, net other expenses were $12,722, which decreased by $153,559, or 109.0% from net other income of $140,837 for the year ended June 30, 2023. The decrease was mainly attributable to the increase in loss on disposal of property and equipment and decrease in government subsidiary for the year ended June 30, 2024.

For the years ended June 30, 2024 and 2023, we received government subsidies income amounted to $nil and $81,814, respectively from the Hong Kong Government, and was included in other income of the consolidated statements of income (loss) and comprehensive (loss) income.

We have entered into leases giving us the right to occupy six commercial properties, three of which are used as our service centers and two as our administrative headquarters. The remaining one subleased to third parties at no markup from the original tenancy agreement. We recognized rental income, as other income, over the sublease period. For the year ended June 30, 2024 and 2023 recognized rental income amounted to $49,228 and $66,499, respectively.

Finance cost

Finance cost decreased by $7,731 to $35,244 for the year ended June 30, 2024 from $42,975 for the year ended June 30, 2023, which was a result of lower bank borrowing balance.

Income tax expenses

The Company’s income tax expenses was $0 for the year ended June 30, 2024 and June 30, 2023.

Net income

Net income decreased by $1,389,427, or 70.9%, to $607,678 for the year ended June 30, 2024 from $1,900,275 for the year ended June 30, 2023. The decrease in the net income during the year ended June 30, 2024 was mainly attributable to the cumulative effect of the reasons set out above.

Liquidity and Capital Resources

Our principal sources of liquidity are operating cash flows and borrowings under our credit facilities. We have primarily relied on these sources, supplemented by shareholder loans from time to time, to meet our working capital and capital expenditures needs. Our main capital expenditure items are interior works for our service centers, which we have the right to use under operating leases; and treatment devices, which we procured from equipment suppliers, some of devices are under finance leases. As of June 30, 2024, our cash balance was $85,798, compared with $54,932 as of June 30, 2023.

As indicated in the accompanying audited consolidated financial statements, the Company had a net profit of $322,958 and of $1,366,302 for years ended June 30, 2024 and 2023, respectively. The Company has negative cash flows from operating activities for both the year ended June 30, 2024 and 2023, has significant working capital deficiency and accumulated deficits as of June 30, 2024. Management has evaluated its available cash balance against its working capital requirements and believes that its capital resources are currently sufficient to maintain its business operations for the next twelve months.

The Company’s profitability was negatively impacted by the ongoing slow resumption of economic activities, the Company’s gross profit could be significantly reduced, and management may need to raise additional funds for working capital through (1) the possible sale of its equity securities (2) bank borrowings; (3) short-term borrowings from the shareholders or other related parties; and/or (4) proceed from public offering. In addition, the management has started costs and expenses procurements to decrease cash outflows. However, there is no assurance that the Company will be successful in accomplishing any of its aforementioned plans.

Responding to the threat of the coronavirus pandemic, the Company’s Operating Subsidiaries in Hong Kong, were closed according to the schedules required by “Prohibition of Group Gathering Order” starting from late March 2020 and easing in late October 2022. The Operating Subsidiaries closure had adversely impacted the Company’s revenues and operating cash flows since the fiscal year of 2022. The Company was able to recover a portion of its revenue shortfall during the fiscal year of 2023 and 2024. Building on cost control initiatives, the Company is optimistic in generating sufficient operating cash flows to meet its working capital requirements over the next twelve months.

Cash Flows For the Years Ended June 30, 2024 and 2023

The following table sets forth a summary of its cash flows for the periods indicated:

	For the years ended June 30,
	2024			2023
	USD			USD
Net cash (used in) operating activities		(1,259,675	)		(1,151,987	)
Net cash (used in) investing activities		(104,709	)		(54,005	)
Net cash provided by financing activities		1,390,027			1,022,228

Cash provided by operating activities:

For the year ended June 30, 2024, net cash used in operating activities of $1,251,565 was primarily the result of the net income of $322,958 as adjusted for non-cash items and change in operating activities. Adjustments for non-cash items consisted of depreciation of property and equipment of $241,634, lease expenses of $976,155, amortization of right of use assets of $12,448, and income tax expenses of $79,458. Change in operating activities mainly included a decrease in accounts receivable of $20,208, a decrease in deferred sales commission of $37,841, a decrease in accounts payable of $9,085, an increase in other payables and accruals of $462,373, an decrease in deposit of $65,781, and partially offset by an increase in deferred offering costs of $227,535, a decrease in deferred contract liabilities of $2,424,088, and a decrease in operating lease liabilities of $1,053,416.

For the year ended June 30, 2023, net cash used in operating activities of $1,152,127 was primarily the result of the net income of $1,366,302 as adjusted for non-cash items and change in operating activities. Adjustments for non-cash items consisted of depreciation of property and equipment of $282,309, lease expenses of $1,135,205, amortization of right to use assets of $19,596, income tax expenses of $279,554. Change in operating activities mainly included an increase in trade payable of $12,653, a decrease in contract liabilities of $3,701,893, a decrease in operating lease liabilities of $1,141,297, an increase in other payables and accruals of $186,903 and an increase in deposit of $24,174, and partially offset by a decrease in accounts receivable of $24,080, a decrease in prepaid expenses of $9,740, and a decrease in deferred sales commission of $148,252.

Cash used in investment activities:

For the year ended June 30, 2024, net cash used in investment activities was $104,709, mainly for the purchase of property and equipment of 162,726 being offset by a proceed from disposal of property and equipment of $58,017.

For the year ended June 30, 2023, net cash used in investment activities was $54,005, mainly for the purchase of property and equipment.

Cash used in financing activities:

For the year ended June 30, 2024, net cash provided from financing activities of $1,389,395 consisted of a capital injection from conversion of promissory note of $1,038,000, repayment of bank borrowings of $115,300, repayment of finance lease of $2,952, and proceeds from related parties of $469,647.

For the year ended June 30, 2023, net cash provided from financing activities of $1,022,228 consisted of repayments of bank borrowings of $77,734, repayment of finance lease of $11,182, and net proceeds from related parties of $1,111,144.

Working Capital

The following table sets forth a summary of the Company’s working capital as of June 30, 2024, and 2023:

	As of June 30,
	2024			2023
Current assets	$	828,333		$	634,926
Current liabilities		(9,857,851	)		(12,012,499	)
Working capital	$	(9,029,518	)	$	(11,377,573	)

Current assets as of June 30, 2024, was approximately $0.8 million. Out of this balance, we had cash of $85,798 of which approximately all was denominated in Hong Kong Dollar. The current asset balance mainly included accounts receivable, net of $7,495, deposits of $205,999, other receivables of $4,700, prepaid expenses of $10,722, deferred offering costs of $227,841 and deferred sales commission current portion of $285,778.

Current liabilities as of June 30, 2024, was approximately $9.9 million. This amount was mainly composed of bank borrowings of $124,111, contract liabilities of approximately $7.0 million, accounts payables of $43,979, other payables and accruals of $1,566,347, current portion of operating lease liabilities of approximately $0.4 million, provision for reinstatement of $100,797 and amount due to related parties of approximately $0.6 million.

Current assets as of June 30, 2023, was approximately $0.6 million. Out of this balance, we had cash of $54,932 was denominated in Hong Kong Dollar. The current asset balance mainly included accounts receivable, net of $27,631, deposits of $173,913, other receivables of $4,445, prepaid expenses of $14,975 and deferred sales commission current portion of $312,062.

Current liabilities as of June 30, 2023, was approximately $12.0 million. This amount was mainly composed of bank borrowings of $115,043, contract liabilities of approximately $9.4 million, accounts payables of $57,085, other payables and accrued liabilities of approximately $1.1 million, current portion of operating lease liabilities of approximately $1.0 million, current portion of financing lease liability of $2,946, provision for reinstatement of $107,631.

The accounts payable are derived from our cosmetic products and consumables providers. The balances arising from our provider were settled by C.O.D. or no longer than 45 days.

Current contract liabilities decreased by $2,393,547 or 25.4% to $7,032,566 as of June 30, 2024 from $9,426,113 as of June 30, 2023. The decrease was mainly due to less new prepaid contracts.

Commitments, Contingencies

Our commitments mainly include payments under operating leases of our premises, payments under finance leases of our treatment devices, and contract liabilities for prepaid services that our customers have not yet consumed. As of June 30, 2024, we had not made any off-balance sheet arrangements or contingencies that could affect our liquidity and capital resources or granted any financial guarantees or other commitments to guarantee the payment obligations of any third parties.

The following table sets forth the Company’s contractual commitments for the next five years as of June 30, 2024:

Contractual Obligations	Total		Less than 1 year		2 years		3 years		4 years		5 years		More than 5 years
Operating lease obligations	$	532,164	$	409,502	$	122,662	$	-	$	-	$	-	$	-
Finance lease obligations		-		-		-		-		-		-		-
Loan obligations		929,843		124,111		126,482		131,144		135,931		140,988		271,187
Provision for reinstatement		154,152		100,797		532,355		-		-		-		-
Total	$	1,616,159	$	634,410	$	781,499	$	131,144	$	135,931	$	140,988	$	271,187

The following table sets forth our contractual commitments (unaudited) for the next five years as of December 31, 2024:

Usage	Location	From	To	Monthly Rent
Shop	Suites 1701, 1712 & 1715, Level 17, Office Tower, Langham Place, 8 Argyle Street, Mongkok, Kowloon	August 20, 2023	August 19, 2025	US$26,337

Shop	Room No. 3201-3203, 32/F, The World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong	July 12, 2021	July 11, 2024	US$45,558

Shop	Room No. 3201-3203, 32/F, The World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong	July 12, 2024	July 11, 2027	US$33,615

Shop	Office Nos. 8-9, 8/F, Kwong Wah Plaza, 11 Tai Tong Road, Yuen Long, New Territories	May 30, 2023	May 29, 2026	US$7,490

Office	14/F and Room 901 Edward Wong Tower, 910 Cheung Sha Wan Road, Lai Chi Kok, Kowloon	April 1, 2024	September 30, 2024	US$12,436

Office	Unit 15-16, 22/F., CEO Tower, 77 Wing Hong Street, Cheung Sha Wan, Kowloon	August 1, 2024	July 31, 2027	US$4,931

Bank Borrowings

The Company borrows from bank, with guarantee by related party (see “Related Parties Transactions”) consisted of as following:

Bank Name	Nature of Loan	HK$’000
Bank of China	36-month borrowing		2,000
Bank of China	120-month term borrowing		4,000
Bank of China	120-month term borrowing		2,000
Bank of China	120-month term borrowing		3,000

The following table summarize key terms of bank borrowings:

Principle drawn down at inception

Start Date

Mature Date

Interest %*

Personal Guarantee

HKD

USD

2,000,000

256,410

January 8, 2020

January 8, 2023

0.5% monthly

Ms. Huang Weisi

4,000,000

512,821

May 8, 2020

May 7, 2030

P minus 2.5%

Ms. Huang Weisi

2,000,000

256,410

August 30, 2021

August 29, 2031

P minus 2.5%

Ms. Huang Weisi

3,000,000

384,615

May 27, 2022

May 26, 2032

P minus 2.5%

Ms. Huang Weisi

	(1)	Prepresents prime lending rate of Hong Kong.
	(2)	All the above bank borrowings were personally guaranteed by Ms. Huang, our ex-director and ex-shareholder, and the guarantees are assumed by Mr. Ng on April 2, 2024 (See Note 19).

Going Concern

As indicated in the accompanying audited consolidated financial statements, the Company had a net income of $607,678 and a net income of $1,900,275 for years ended June 30, 2024 and 2023, respectively. However, the Company has negative cash flows from operating activities of $1,251,565 and $1,152,127 for the year ended June 30, 2024 and 2023, respectively, which led significant working capital deficiency and accumulated deficits as of June 30, 2024. Management has evaluated its available cash balance against its working capital requirements and believes that its capital resources are currently sufficient to maintain its business operations for the next twelve months.

Responding to the threat of the coronavirus pandemic, service centers of the Company’s Operating Subsidiaries in Hong Kong, were closed according to the schedules required by “Prohibition of Group Gathering Order” starting from late March 2020 and easing in late October 2022. The Operating Subsidiaries closure and maintenance costs had adversely impacted the Company’s revenues and operating cash flows from the fiscal year of 2022. The Company was able to recover a portion of its revenue shortfall since the fiscal year of 2023. Building on cost control initiatives, the Company is optimistic in generating sufficient operating cash flows to meet its working capital requirements over the next twelve months.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The accompanying audited consolidated financial statements do not include any adjustments related to the recoverability and or classification of the recorded asset amounts and or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Critical Accounting Policies and Estimates

In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements.

Significant accounting estimates required to be made by management which reflected in the Company’s consolidated financial statements include the useful lives of property and equipment, the discount rate of leases, provision for reinstatement of its leased property, amortization of the deferred assets, deferred taxes and uncertain tax position.

The Company evaluates its estimates and assumptions on an ongoing basis and its estimates on historical experience, current and expected future conditions and various other assumptions that management believes are reasonable under the circumstances based on the information available to management at the time these estimates and assumptions are made. Actual results could differ from these estimates.

Market Risks

Foreign exchange risk

Substantially all the Company’s revenues and expenses are denominated in Hong Kong dollar. The value of the Hong Kong dollar against the U.S. dollar is under a linked exchange rate system. The Company does not believe that it currently has any significant direct foreign exchange risk and has not used any derivative financial instruments to hedge exposure to such risk.

Interest rate risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company exposures to interest rate risk primarily relates to the interest rates from its bank borrowings, its lessors and/or our private lenders. The Company has not been exposed to material risks for leases due to the fact that its leasing obligations’ interest rates are fixed at commence date of the leases. For bank loans, except one, interests are adjustable basing on prime lending rate of Hong Kong.

The Company has not used any derivative financial instruments to manage our interest risk exposure. However, the Company cannot provide assurance that the Company will not be exposed to material risks due to changes in market interest rate in the future.

The Company’s private lenders loan is interest free and there is no interest rate risk.

Inflation risk

Since our inception in 2004, inflation in Hong Kong has not materially affected our results of operations. According to International Monetary Fund, World Bank and OECD Inflation CPI indicator, average inflation rate from 2004 to 2023 was approximately 2.39%. The year-over year percentage changes in the consumer price index for 2022 and 2023 were increases of 1.19% and 2.44%, respectively. Although we have not been materially affected by inflation in the past, we may be affected if Hong Kong experiences higher rates of inflation in the future. If our costs become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases.

Recently Issued Accounting Pronouncements

A list of recently issued accounting pronouncements that are relevant to us is included in Note 3 to our consolidated financial statements included elsewhere in this prospectus.

Internal Control Over Financial Reporting

Prior to this offering, we have been a private company with limited accounting personnel and other resources with which we address our internal control over financial reporting. We therefore do not have sufficient competent financial reporting and accounting personnel with appropriate understanding of U.S. GAAP to design and implement formal period-end financial reporting controls and procedures to address complex U.S. GAAP technical accounting issues, and to prepare and review the consolidated financial statements and related disclosures in accordance with U.S. GAAP and financial reporting requirements set forth by the SEC. We believe that this could constitute a material weakness in our internal control. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Neither our management nor its independent registered public accounting firm have performed an assessment of the effectiveness of the Company’s internal control over financial reporting.

To strengthen our system of internal control, we are looking for additional qualified financial and accounting personnel with working experience with U.S. GAAP and SEC reporting requirements. We are currently in the process of establishing clear rules and responsibilities for accounting and financial reporting staff to address complex accounting and financial reporting issues. We plan to recruit more competent professional staff and/or engage independent advisor to strengthen the internal control.

We are not currently required to maintain an effective system of internal controls. We will not be required to comply with the internal control requirements of the Sarbanes-Oxley Act until we are required to file an annual report pursuant to section 13(a) or 15(d) of the Exchange Act for a prior fiscal year. Further, as an emerging growth company, we are exempt from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting.

Off-Balance Sheet Arrangements

As of June 30, 2024, we did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements as defined under the rules and regulations of the SEC, or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Future Financings

The Company may sell its Ordinary Shares in order to fund its business growth. Issuances of additional shares will result in dilution to existing shareholders. There is no assurance that the Company will achieve sales of its equity securities or arrange for debt or other financing to fund its growth in case it is necessary, or if the Company is able to do so, there is no guarantee that existing shareholders will not be substantially diluted.

HISTORY AND CORPORATE STRUCTURE

Overview

MEDI Group Limited (“MEDI”), incorporated on March 13, 2024, under the laws of the Cayman Islands, is the holding company of our Operating Subsidiaries, GCHL, DCMCL and MTL. Through our Operating Subsidiaries, we represent 20 years of experience providing medical cosmetology services and normal beauty treatments in Hong Kong market. Our operating history began in 2004 when GCHL was founded in Hong Kong by Mr. Ng Hon Kin to provide medical aesthetic and normal beauty treatments and products. As the medical aesthetic services legally need a registered medical practitioner, Mr. Ng start GCHL by partnering with a Hong Kong registered medical practitioner, who is an experienced practitioner of medical cosmetics in Hong Kong, to provide medical cosmetology services to high-end customers.

Reorganization

Beginning in December 2023 and completed March 28, 2024, our Group underwent a reorganization to consolidate our businesses in Hong Kong into an offshore corporate holding structure in anticipation of our listing on a recognized securities exchange, which resulted in the corporate structure as set forth below. For information on the Reorganization, see “Prospectus Summary - Reorganization” above.

Our Major Operating Subsidiaries

Our business and financial results are contributed primarily by our major Operating Subsidiaries, namely GCHL and DCMCL.

GCHL – As the operating arm for the Group, GCHL is responsible for all sales, services and marketing efforts.

DCMCL – DCMCL is the trademarks custodian for our Operating Subsidiaries.

Incorporation of Holding Companies

MEDI Group Limited

On March 13, 2024, MEDI was incorporated in the Cayman Islands with limited liability and is authorized to issue a maximum of 100,000,000 shares, comprised of 85,000,000 ordinary shares and 15,000,000 preference shares each with a par value of US$0.0001. MEDI is a holding company and owns all of the issued shares of our intermediate holding company, MTHL and our Operating Subsidiaries, GCHL, DCMCL and MTL.

On March 28, 2025, MEDI restructure its capital structure to 110,000,000 shares, comprised of 85,000,000 Class A Ordinary Shares and 25,000,000 Class B Ordinary Shares each with a par value of US$0.0001.

Master Centric Limited

On December 15, 2023, MCL was incorporated in the BVI as a holding company with limited liability and is authorized to issue a maximum of 50,000 shares with a par value of US$1.00 each of a single class. As of the date of this Prospectus, MCL owns 65% of the issued shares of the Company.

MEDI Trade Holding Limited

On March 21, 2024, MTHL was incorporated in Hong Kong as a holding company with limited liability and is authorized to issue a maximum of 100 shares with a par value of HK$1 each of a single class. As of the date of this Prospectus, MTHL owns all of the issued shares of GCHL, DCMCL and MTL.

INDUSTRY OVERVIEW

We are responsible for the information contained in this prospectus and any free writing prospectus we prepare or authorize. Unless otherwise expressly stated or the context otherwise requires, information and data relating to our industry, market and competitive position in this section were derived from an independent market research report ordered by us from MarketsandMarkets Research Private Limited (www.marketsandmarkets.com) (“MnM”) for a fee of US$4,500. The remaining information and data were sourced from publicly available information, industry and general publications and research, surveys and studies conducted by third parties. We believe our information sources are reliable but have not independently verified such data. The medical aesthetic services industry may not grow at the rate projected by these sources. Failure of the industry to grow at the projected rates may have a material and adverse effect on our business and the market price of our Shares.

Types of Beauty Services

Beauty services comprise mainly normal beauty services and medical aesthetic services. Normal beauty services refer to facial, spa and massage services. Medical aesthetic services refer to procedures designed to improve appearance through restoration, reconstruction or alteration of the human body. They are elective medical procedures performed principally to improve people’s quality of life and psychological well-being.

Medical aesthetic services can be divided into surgical and non-surgical treatment. Surgical medical aesthetic services, often referred to as plastic surgeries, include procedures such as breast augmentation, face and body contouring, blepharoplasty, and rhinoplasty; whereas non-surgical medical aesthetic services are comprised of injection procedures and energy-based treatments.

Surgical medical aesthetic treatments are the traditional cosmetic surgeries performed on different areas, such as removing extra fat and loose, lax skin, cutting and reshaping bones, and placing implants. Although not as high in volume as non-invasive treatments, cosmetic surgeries like rhinoplasty and breast augmentation continue to have a steady demand.

Non-surgical medical aesthetic treatments include the use of non-surgical technologies to enhance the appearance of select areas. The more popular ones include the following:

	●	Skin Improvement. These treatments are designed to reduce the signs of aging, such as fine lines, wrinkles, and sagging skin, and remove scars and stretch marks. They are carried out using non-invasive procedures – energy-based processes, such as laser, radiofrequency, HIFU and intense pulsed light, and chemical peels – and mildly invasive procedures – the injection of toxins and fillers. They are usually performed on the facial area but can be used in other areas of the body.

	●	Body Contouring. These treatments include non-invasive procedures like cryolipolysis and surgical procedures such as traditional liposuction.

	●	Hair Removal. These treatments remove visible body hair, such as on legs and underarms, through lasers.

Normal beauty services are offered mainly through salons, beauty centers and spas. Surgical medical aesthetic procedures are performed mainly in clinics and hospitals, and non-surgical ones mainly in medical spas.

We focus on growing of non-surgical medical aesthetic services, accompanied by a small portion of normal beauty services as part of our tailor-made package for customers.

Owing to classification by Hong Kong Government, our revenue from normal beauty contributes more than 50% of our total revenue. Regarding normal beauty, the more popular ones include the following:

	●	Skin Care. This service is normally classified as facial treatment. It involves keeping skin clean, healthy-looking, skin moisturizing and edema removal. In most circumstance, independent research will cover mainly skincare products for self-use. Facial treatment includes face massage and other traditional Chinese meridian massage techniques.

	●	Hair Treatments. This service includes deep conditioning treatments to scalp massages. There are many different types of treatments to improve the health and appearance of locks. Regular hair treatments can help to repair damage, reduce frizz, and add shine and volume to hairs

	●	Body Hairs Removal. This treatment mostly apply wax to get rid of excessive body hairs. Waxing keeps skin smooth and hair-free for weeks at a time, whether a bikini wax, leg wax, or anything else.

	●	Body scrubs. This treatment uses body scrub to exfoliate and soften skin. Regular body scrubs can assist to eliminate dead skin cells, improve skin texture, and leave skin feeling soft and smooth, whether choosing a sugar scrub, salt scrub, or anything else.

	●	Massage. This treatment normally provides with essence oil to help customer relax fatigue.

Global Medical Aesthetic Services Industry

The global market size of the medical aesthetic services industry was USD15,304 million in 2023 and is projected to expand at a CAGR of 11% from 2023 to 2028⁴. This growth is driven by an increased societal focus on personal appearance and a rising demand for aesthetic procedures. Non-surgical procedures [have experienced higher growth] than surgical ones and this trend is projected to continue.

Source: MarketsandMarkets.

The growth of the industry is expected to be driven by the increasing popularity in following categories:

	●	Non-invasive and minimally invasive aesthetic procedures;

	●	Aesthetic procedures tailored for the geriatric population;

	●	Advanced and user-friendly medical aesthetic products; and

	●	Aesthetic treatments tailored for men.

Beauty Services in Hong Kong

Non-surgical medical aesthetic services Hong Kong are relatively new. Skin treatments using injections and energy-based processes were made available in the mass market in around 2013. Body sculpturing and fat melting were made available around 2016 and 2018, respectively.

An emerging culture in Hong Kong that prioritizes appearance and wellness has increased local demand for beauty treatments. The Hong Kong cosmetics market, as estimated by the US International Trade Association (ITA), had a total value of US$2.45 trillion in 2023. For non-medical aesthetic market, it is expected to grow from US$1,997.89 million in 2018 to US$2,480.99 million in 2028. There is seldom standalone statistics for beauty services being provided by beauty salons.

Basing analyzing of research result by Hong Kong Trade Development Council on August 14, 2023, about 40% of the beauty market in Hong Kong was medical cosmetic centers.

The Hong Kong medical aesthetic services market has experienced moderate growth over the past few years. This growth was mainly attributable to the following:

●

MnM projected that an increase in disposable income allows people to spend more on non-essential services like aesthetic treatments while the Company believe that customers’ spending patten will not be exactly the same in a short period after COVID-19 pandemic until mid 2025.

	●	An aging population increases demand for anti-aging treatments. Basing on the statistics released by the Census and Statistics Department today (August 15), the provisional estimate of the Hong Kong population was 7,498,100 at mid-2023. Out of approximately 7.5 million, approximately 52% population, basing on 2021 population census, is female. And out of female population, approximately 56% is target customer group (above 15-year-old and up to 65-year-old) of beauty industry, i.e. 2.18 million persons. The public’s confidence on the safety of medical aesthetics increases as technology progresses.

	●	People want to look good when they post photos and videos on social media.

	●	The number of target consumers increase as more men are interested in beauty treatments.

	●	An energetic and youthful look symbolizes health and wellness, a global cultural value.

	●	Hong Kong is one of the notable destinations for quality aesthetic treatments in Asia.

The increase in promotion, including advertisements on Facebook and in different media channels and rise in awareness for personal grooming and confidence in spending are expected to further support the growth of medical aesthetic market in the near future. According to the Census and Statistics Department of the Hong Kong government, in mid-2023, 29% of the total population, or 2.18 million, was female from age 15 to age 59. They are the target customers for beauty services. Similar age groups in mainland China, Taiwan and Singapore are also target customers.

According to Statista Market Insights, an independent research company, the Hong Kong beauty and personal care market is projected to grow at a CAGR of 1.9% between 2024 and 2028, and the skincare segment, one of the subcategories within the market, is projected to grow at a CAGR of 1.81% over the same period. (Definition by Statista of cosmetics market and skincare market are a mixture of product and services.) [KLG NOTE: How does the report define “cosmetics market” and “skincare segment”?]

ASIA PACIFIC COUNTRIES TO WITNESS HIGHEST GROWTH RATE DURING FORECAST PERIOD

Source: MarketsandMarkets.

Market Challenges

There are over 6,000 beauty centers providing non-surgical medical aesthetic services in Hong Kong, and the market is relatively fragmented. The challenges on non-surgical medical aesthetic services providers in Hong Kong include:

	●	Costs of compliance due to increasingly stringent regulatory and safety rules;

	●	Risk of liability arising from latent defects of devices, inadvertent errors in clinical procedures and side effects on consumers with pre-existing conditions;

	●	Competition from alternative beauty and cosmetic products as well as home use beauty and aesthetic devices; and

	●	Reduced consumer base as such services are discretionary spending and Hong Kong is currently in a downward economic cycle.

BUSINESS

Overview

We are a beauty service company offering a broad range of beauty and spa services for customers in Hong Kong under the brand name “Doctor’s Concept”. Founded in 2004, we estimate we have served more than 50,000 customers and we still maintain approximately 30,000 customers in paper. We offer two categories of services: medical aesthetic services and normal beauty services (also known as normal beauty treatments). Basing on government statistical classification, a majority of our revenue in the past 20 years were derived from normal beauty services. Our goal is to focus on the growth of medical aesthetic services while continuing normal beauty services.

As of June 30, 2024, we had approximately 2,600 customers holding one or more of our unexpired prepaid packages, of which most were repeat customers, having made their first purchases with us more than three years ago.

Our services are rendered through our three services centers with an aggregate gross floor area of 12,856 sq. ft. They are conveniently located close to where our customers work, shop and live, with early morning and late evening opening hours to fit a variety of schedules. Our service centers are designed and staffed to help customers attain their physical goals in a calm and luxurious environment.

We have experienced revenue fluctuation since the COVID-19 pandemic measures were lifted in early 2023. Our total revenue in the years ended June 30, 2024 and 2023 was approximately US$6.11 million and US$8.02 million, respectively, representing a year-over-year decrease of 24%.

Competitive Strengths

We believe the following competitive strengths are essential to our success and differentiate us from our competitors.

High customer retention rate

Through our years of dedication to the cosmetology and tailor-made services to our customers, we have developed a loyal and stable customer base. As of June 30, 2024, 2,579 customers (unaudited) were holding one or more of our unexpired prepaid packages. Many, approximately 100.0%, of them were repeat customers. We believe our customer base is crucial for the success of any expansion of our business operations. Long-term customers do not only offer us a stable income stream, but also give us valuable data insights into their service patterns and behavioral preferences for future marketing purpose.

Upscale customer experience

We believe our loyal customer base is a result of our client-centric services. Our service centers are located in prime commercial districts in different areas of Hong Kong. All of them are decorated in a low-key luxury style to create a soothing atmosphere for clients. In addition, we offer professional training to all of our frontline beauty professionals and use a compensation structure that gives them strong incentives to provide a warm and welcoming environment for our customers, whether they are staying in our service centers for treatments, consultation or purchases of new prepaid packages.

Broad range of beauty treatments

As the medical aesthetic services industry is characterized by rapid technological advancements, we introduce new treatment procedures from time to time in response to the evolving treatment technologies and changing market trends. We offer a wide array of non-medical cosmetology services using procedures and technologies with different features and functionalities. In order to stay current with the industry and satisfy the rapidly evolving market interest in new procedures and technologies, our management and beauty professionals find inspirations from international publications and reach out to suppliers to design and diversify our service offerings in order to maintain freshness feelings of our customers.

Stringent quality control

Safe and high-quality services are utmost to our business philosophy. We have stringent quality control measures in the selection of suppliers, the development and design of treatments and the rendering of services. We also conduct regular and ad hoc checks and secret customer visits to assess service standards of service centers with reference to cleanliness, different consumable expiry dates, staff appearances, medicine storage security and all rounded quality control. We believe our loyal customer base is a testimony to our dedication to maintain high-quality services.

Business Strategies

Our principal business objective is to strengthen our market position and expand our market share. We intend to achieve our objectives through the following:

Expand our geographical footprints

We currently have three service centers in distinct geographical districts of Hong Kong, compared with a peak of 6 service centers in 2019 shortly prior to the COVID pandemic. After market activities resumed when the Hong Kong government ended all COVID restrictions in early 2023, we started working on our plan to restore the number of service centers gradually to the pre-COVID-19 level, so that customers who live and work in different parts of the city can enjoy our services with minimum travel time. We believe our expanded services will allow us to fully utilize our bigger network. As we target middle class customers mainly, our new centers will likely be located in new business districts in Hong Kong.

In addition, we believe that with our extensive industry knowledge, we are ready to explore overseas markets with similar demographic, profiles and cultures. In particular, we are interested in exploring the feasibility of establishing our footprints in Malaysia and Singapore, as demand for high end services in these two countries has been increasing.

Broaden our service offerings to cater to high-growth segments

We intend to continue expanding the scope of our service offerings. In particular, we are developing new services tailored for male customers, one of the fastest growing segments in the medical aesthetic services industry. Separately, we will continue to keep abreast of the latest trend in skin care regimens to meet the growing needs of our clients. We organize internal meetings from time to time for our therapists to share their experience in dealing with customers’ feedback, exchange ideas on treatments and products and maintain close relationships with suppliers of treatment devices.

Upgrade and broaden our service offerings

We intend to focus on non-medical aesthetic skin treatments. Non-medical aesthetic treatments are non-invasive or minimally invasive procedures that do not require to be performed by registered medical professionals. The medical aesthetic services industry is characterized by rapid technological advancements. To maintain competitiveness, including defending ourselves against the growing popularity of home use skin treatment devices, we closely monitor the development of advanced medical grade equipment for skin treatments and enhancements. For example, we maintain constant dialogs with various foreign equipment suppliers on any new or enhanced technologies, procedures and devices so that we can design and develop new treatments customized to our customer profiles. As we continue to expand, we will make additional investments in our software technology to achieve real-time monitoring of our daily operations, centralize information exchange, integrate different operational functions, and collect operational data. We believe our data analytics strategy would help us focus on changes that could increase visit stream, identify cross-selling opportunities and increase operational efficiency.

Recruit, train and maintain a team of experienced and dedicated management and senior beauty professionals

We attribute our success to, among others, the vision of Mr. NG Hon Kin, our founder and chief executive officer, and the talents of our management and beauty professionals. We currently plan to open one new medical aesthetic center in a prime location in Kowloon and expand our beauty professional team from one medical practitioner and 19 therapists to three medical practitioners and 40 therapists. In addition, we will continue to attract and retain experienced employees through training and professional development such as encouraging and subsidizing our medical practitioners to attend overseas medical aesthetic conferences and expositions.

Service Offerings

Our beauty services consist of two categories: medical aesthetic treatments/services and normal beauty treatments/services. For the years ended June 30, 2024 and 2023, most of our revenue was derived from normal beauty treatments. Our strategy is to focus on the growth of our medical aesthetic treatments but continue offering normal beauty treatments. Normal beauty treatments have a higher gross margin, and this service offering can give us an important flatform to acquire new customers by earning their trust through quality customer services. They also help build our image as a quality provider with a comprehensive range of beauty services.

Our medical aesthetic services are designed to improve the skin conditions of our customers through energy-based procedures or injection procedures include the following:

	●	Facial lines reduction. This type of treatment involves the injection of Botox or Restylane into the skin to relax muscles that contract and crease the skin over time, such as frown lines, crow’s feet, and forehead line. Both injectables are neurotoxins approved by the U.S. Food and Drug Administration (“US FDA”). They generate temporary improvement in the appearance of moderate to severe glabellar lines associated with corrugator and/or procerus muscle activities.
	●	Facial contouring. This type of treatment involves the injection of Sculptra into the skin to fill in wrinkles or folds, such as forehead, cheek, eyelash, chin and areas that naturally lose volume as we age, such as cheek, to enhance natural contours. Sculptra is a dermal filler approved by the US FDA. It serves as a scaffolding for new collagen production to take place.
	●	Photo-rejuvenation. This type of treatment uses lasers, intense pulse light, or photodynamic therapy to treat skin conditions and remove effects of photoaging such as wrinkles, spots, and textures. In certain service package, we also use NMN products along with rejuvenation treatment to achieve anti-aging effect for customer’s muscle.
	●	Chemical peel. This type of treatment improves and smoothens skin quality by removing the outermost layers of the skin. The skin on the face is most commonly treated, but peels can also be performed on the body.
	●	Body contouring. This type of treatment reduces subcutaneous fact in select body areas, such as fat on the abdomen and flanks. We apply controlled heat generated from machine which is using HIFU technology to break down the fat cells in the targeted region.

Our normal beauty services are designed to improve the skin conditions of our customers through a variety of facial and body procedures. Our treatments in this category include:

●

Body massage. This treatment involves the use of aromatic oil to perform a full-body massage on the customer, with a focus on lymph modes. The procedure is designed to help relax the customer, as well as improve the general health and skin condition.

●

Moisturizing facial. This treatment involves the use of various beauty creams and gels in combination with massaging the face. The procedure is designed to help improve the moisture level of and the overall general condition of the face of the customer.

●

Skin whitening. A service applying Cellec V, a color laser (or photon pulse light) equipment to whiten skin. We mainly use this to help customer whiten arms. The use of Cellec V equipment should, in our view, be classified as medical aesthetic.

As of the date of this prospectus, all of our services cater to female customers. In the future, we intend to expand our service offerings to include treatments designed for male customers.

Under Hong Kong law, none of the procedures above are medical procedures. Most of these procedures in our service centers are performed by beauty professionals who have completed mandatory internal training by our registered medical practitioner, whom we partner with and his clinics are based in our [3] service centers. Our customers may elect to have our registered medical practitioner performs their treatments at a higher price. The terms of such arrangements will be set forth in the customers’ prepaid package.

Service Centers

Management and administrative staff conduct their work at our headquarters, and beauty professionals render their services through our three service centers. Our medical practitioner, Dr. Pang Sai Yau, offers his services in all three of the service centers.

Our three service centers are located in Langham Place in Mongkok, Kowloon; World Trade Centre in Causeway Bay, Hong Kong Island; and Kwong Wah Plaza in Yuen Long, New Territories. All are situated at premier office buildings in prime locations in their respective districts. The five premises, including our headquarters, have an aggregate gross floor area of 17,208 sq. ft. We have consolidated our office and training premises into one. As of June 30, 2024, the four premises have an aggregate gross floor area of approximately 15,000 sq. ft. All of them are decorated in a low-key luxury style to provide a soothing atmosphere for clients.

Below is map showing the locations of our three service centers in the city.

Source: Google Map

Langham Place (朗豪坊), Mongkok, Kowloon

World Trade Centre (世貿中心), Causeway Bay, Hong Kong

Kwong Wah Plaza, Yuen Long (元朗), New Territories.

Customer Sales

In addition to our sales personnel, our beauty professionals/beauticians are also promoting our services after delivery of treatments. Both teams have received internal training designed to help them build long-term customer relationships through quality and customized services. Each new customer is given a free consultation session with a sales personnel, who will be the relationship manager for the customer. During this session, the sales personnel will collect information needed for us to design a treatment plan tailored to the customer’s needs, such as her objectives, allergy conditions, medical history and budget.

We sell our services as a package and do not offer standalone treatment sessions except for marketing purposes or under exceptional circumstance. A package usually consists of a combination of different types of treatment, with each designed to be rendered in multiple sessions over a period of time. The validity period of our packages ranges generally 24 months from the date of purchase. We may extend the validity period of unutilized packages for our clients on a case-by-case basis at our sole discretion.

Payment for a package is generally paid in a lump sum in advance, in the form of an invoice countersigned by the customer. The invoice sets forth the contents of the package and our standard terms and conditions. We do not sell our services on credit, but customers may elect to pay for their packages in multiple instalments.

We take customer complaints seriously. Upon our receipt of an unfavorable feedback, we will require the complainant’s relationship manager to conduct investigation of the matter. We maintain a log of these matters and the beauty professionals involved, so that we can discuss them during regular management meetings and make changes to minimize similar incidents in the future. The relationship manager will seek to address the concerns raised by the customer, sometimes by giving her the option to amend the terms of the prepaid package, such as a transfer from one type of treatment to another, or, in extreme cases, a full or partial refund.

We have communicated with all of sales personnel and our beauty professionals that unfair trade practices (such as using harassment, coercion, or undue influence to impair customers’ freedom of choice) are unlawful and are strictly prohibited. We require all consultation sessions to last no more than one hour.

Marketing

We generally promote our services to our target customers through [printed and digital publications, outdoor billboards, telemarking, social media and our website]. We believe that many of our new customers react to our advertisements and contact our sales staff to consult for services that appear to be suitable for them. That said, we believe that one of the most important ways of marketing is through impeccable services provided to our customers. We believe word of mouth is the most effective marketing channel, as returning customers may refer our services to their friends, family and work colleagues, and such referrals carry far greater weight to our target customers than paid advertisings.

We sometimes organize promotional campaigns, typically during holidays, to attract new customers. Some of our campaign events include participating in exhibitions; organizing road shows in popular shopping arcades close to our service centers; and organizing activities to enhance public awareness of physical appearance. Promotional discount is one common campaign activity. They include partnering with credit card companies, including Citibank, HSBC and Hang Seng Bank, and issuing free trial service coupons through social media.

We also contact current and old customers from our own database to inform them of new products, services and promotional offers. To better understand our target customers and market trends, we sometimes engage independent marketing consulting companies to conduct telemarketing, consumer surveys and promotion campaigns in street booths, so that we can design, price and market our services using the service patterns and behavioral preferences of the middle-market consumers. We also leverage partnership cooperation with various credit cards operating by various banks in Hong Kong.

We carry out annual budgeting for our marketing expenses based on factors such as historical data analysis regarding the cost and effectiveness of each of our advertising media, advertisement and promotion activities made by competitors; and sales target.

Employees

The following table sets forth a breakdown of our employees by functions and geographical locations as of February 28, 2025:

Function	Head Office		Mongkok Shop		Causeway Bay Shop		Yuen Long Shop		Total
Management		5		2		2		1		10
Beauty professionals		-		7		7		5		19
Administrative staff		2		6		2		2		12
Operation supporting staff		2		-		-		-		2
Medical practitioner		1		-		-		-		1
Total		10		15		11		8		44

Our success is dependent on our employees. We prefer to recruit employees through referrals, but we also interview candidates who respond to our online job advertisements. We endeavor to offer competitive wages and benefits.

We offer employees training to enhance their skills and knowledge so that they can build their own careers in the cosmetology industry. The regular training for our employees includes new employee orientation; post-promotion training; and general monthly, quarterly and annual training. We’ll provide additional training when we have purchased new equipment. We believe training will help our employees improve their service performance, which will eventually increase their loyalty to the Company. We have developed a series of training programs targeting the needs and requirements of their work and tailored in line with their roles and responsibilities. Most training is undertaken by our internal staff, but if necessary for the effectiveness of the training, outside professionals are also hired to conduct trainings as well.

We conduct annual review of the performance of our employees and keep track of customer feedbacks on them. To reduce any undue incentive to excessive selling of prepaid packages, we have designed a remuneration scheme that takes into account of a number of performance benchmarks, among which sales origination is only one component.

Supplies

All of our injectables, such as BOTOX, have been approved by national government agencies such as the US FDA. All of our medical equipment, such as laser, bear CE marks or substantially equivalent certifications.

We currently, as of February 28, 2025, have 141 major treatment devices, details of which are set forth below.

	Laser		Radio frequency		HIFU		Normal		Total
Mongkok		6		6		4		46		62
Causeway Bay		6		4		4		24		38
Yuen Long		6		3		2		30		41
		18		13		10		100		141

Our major supplies are treatment consumables, including injectables, clinic supplies, skin care products and medications. They include some of the prevailing treatment injectables produced by international pharmaceutical companies, such as BOTOX®, Dysport® and SCULPTRA®. We also carry a small amount of high-end skin products manufactured in the United States, Italy and France. They are usually sold or included as gifts as part of our prepaid packages. We store our supplies at our service centers according to the recommended storage conditions.

Injectables used in our treatments and skin care products carried by us are sourced from [third party distributors, who are usually engaged by pharmaceutical companies] in line with the common market practice. We settle payment with these distributors in Hong Kong dollars. The average credit period on purchase of goods is 30 days.

Our operations are centralized using a point of sale (POS) system, namely CARE, which is developed by us to suit our business needs. The customized system allows our staff to initiate, amend and cancel treatment bookings; respond to customer enquiries on the status of their prepaid packages; and monitor inventory of treatment consumables. It also allows our management to analyze sales data such as popularity of treatments and customer spending patterns; monitor utilization of our service centers and performance of our beauty professionals; and access our financial data in real time.

Research and Development

We do not engage in any proprietary medical aesthetic research and development. To remain competitive, however, we must keep ourselves abreast of the latest technologies. Our management attends industry conferences, seminars and workshops in Hong Kong and overseas as well as seminars organized by our suppliers on topics such as injection procedures and energy-based procedures. We are approached by suppliers of treatment devices, treatment consumables and skin care products and are given samples for trial. We constantly conduct feasibility studies for any suitable products, as well as market research on the latest and prevailing treatment technologies.

When deciding whether to introduce a new treatment, we take into account factors such as efficiency, safety, market demand and potential synergy with our other service offerings.

Quality Assurance

Providing quality non-surgical medical aesthetic services is one of our management priorities. We implement comprehensive and stringent quality assurance and control measures in the recruitment of beauty professionals. We assess, among others, their professional qualifications, relevant job experience as well as character and integrity.

We partner with a medical practitioner, Dr. Pang Sai Yau, under a cooperation agreement. As stipulated in the agreement, Dr. Pang carries out consultation services, treatment procedures that are required to be performed by medical practitioners under relevant law, and [minimally invasive treatment procedures which results are closely tied to the skills of the therapist]. Other medical aesthetic treatments, such as energy-based procedures, are performed based on our medical practitioner’s specifications by experienced beauty professionals who have received rigorous and mandatory training.

We were granted the Enterprise Quality Service Award by the International Aestheticians Chamber of Commerce (INTACC) in 2019.

Our three service centers are certified by Galderma, a Swiss pharmaceutical company specializing in dermatological treatments and skin care products. We were recognized by Galderma as a Top Ten Sales Achievement Aesthetic Centre in Hong Kong for the years 2023 and 2024 for our use of their proprietary products Dysport and Sculptra.

Safety and Environmental

Our beauty professionals are required to follow our comprehensive operational safety guidelines on the delivery of services. Before their use of any medical treatment devices, they must explain the sensation that the client may feel upon the application of treatment devices on the skin and obtain the customer’s written consent. There are also other pre- and post-procedure examination of the customer and emergency response protocols that our beauty professionals must follow.

None of the injectables and other consumables used in our treatments are classified as [hazardous materials] that would require special disposal procedures.

In the [past five years] there have not been any accidents at our premises causing injuries to our customers or employees.

Intellectual Property [Need company all color source image]

We consider trademarks, trade secrets, domain names, copyrights, know-how, and similar intellectual properties critical to our business. As of the date of this prospectus, we have six trademarks and one domain name registered with the Trade Marks Registry of the Intellectual Property Department of Hong Kong. The below tables set out their details.

Trademark		Registered owner
		Doctor’s Concept Medical and Cosmetics Company Ltd.
		Doctor’s Concept Medical and Cosmetics Company Ltd.
		Doctor’s Concept Medical and Cosmetics Company Ltd.
		Doctor’s Concept Medical and Cosmetics Company Ltd.
		Doctor’s Concept Medical and Cosmetics Company Ltd.

Domain name		Company
www.doctorsconcept.com		Grand Century Holding Company Ltd.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our intellectual properties. For further information, see “Risk Factors—Risks Related to Our Business and Industry — We may fail to protect our trade secret and know-how or pursue infringement actions on our other intellectual properties.”

Seasonality

With the exception of relatively low sales in January or February during the Chinese New Year holidays, our sales are not subject to any material seasonal fluctuations.

Insurance

We maintain insurance coverage for our premises, employee safety, and institutional professional indemnity insurance in respect of the provision of medical aesthetic services. In addition, Dr. Pang Sai Yau, as a registered medical practitioner, maintains professional malpractice liability insurance, which includes indemnity, advice and legal representation in relation to claims, investigations and proceedings arising from or in connection with his professional practices. However, there is no assurance that such insurance coverage will adequately protect us from the risks involved in our business operations. For further information, see “Risk Factors — Risks Relating to our Business and Industry — We could be held liable for the malpractice of our medical practitioner and the negligence of our staff members and other agents.”

Properties

As of June 30, 2024, we conduct our operations at 4 physical locations with an aggregate floor space of approximately 15,000 sq. ft. Three of them are service centers and the remaining is administrative and training premise. All premises are located in commercial buildings and are on leased with the following terms:

Locations	Use	Lease Terms
Unit 15-16, 22/F., CEO Tower, 77 Wing Hong Street, Cheung Sha Wan, Kowloon	Office	August 1, 2024 – July 31, 2027
Unit 1701, 1712 & 1715, 17/F., Langham Place Office Tower, 8 Argyle Street, Mongkok, Kowloon	Shop	August 20, 2023 – August 19, 2025
Unit 3201-3, 32/F., World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong	Shop	July 12, 2024 – July 11, 2027
Room 808-809, 8/F., Kwong Wah Plaza, 11 Tai Tong Road, Yuen Long, N.T.	Shop	May 30, 2023 – May 29, 2026

Our Medical Practitioner

We have entered into a cooperation agreement with our sole full-time medical partner and consultant, Dr. Pang Sai Yau, pursuant to Dr. Pang has agreed to provide medical aesthetic services to our customers (including but not limited to the injection of Botox and Restylane, conducting energy-based procedures and the prescription of medicines) while the Company provides management and administrative support. Mr. Pang is named as a pioneer in medical aesthetic service industry in Hong Kong. We believe our cooperation with Dr. Pang allows us to remain competitive in the industry.

Dr. Pang is a registered medical practitioner in Hong Kong. He completed the Master of Philosophy from medical school of the Chinese University of Hong Kong and the Postgraduate Diploma in Practical Dermatology from the University of Wales, College of Medicine. He has been elected as the member of Royal College of Physician of the United Kingdom and admitted as a Fellow of the Faculty of Medicine of Australasian College of Cosmetic Surgery. He is also one of the founders of Association of Doctors in Aesthetic Medicine (Hong Kong). Dr. Pang has used the address of our service center in Mongkok, Causeway Bay and Yuen Long as his registered address with the Medical Council of Hong Kong.

From time to time, Dr. Pang attends industry conferences, seminars and workshops to stay current with the industry trends on cosmetology technologies and procedures. To ensure Dr. Pang is well versed with our internal operating protocols and service standards, our management constantly holds meetings with Dr. Pang to discuss any matters relating to the procedures performed on the customers.

Legal Proceedings

As our services carry inherent health risks, the Company, its controlling persons and any registered medical practitioner associated with us are inevitably exposed to potential liability arising from complaints, claims and possibly litigation brought against them by our customers.

In the cooperation agreement between the Company and Dr. Pang Sai Yau, our sole full-time medical partner and consultant, Dr. Pang Sai Yau has agreed to indemnify us against losses resulting from any customer’s complaint on the procedure performed by him if he is found negligent. Regarding to product liabilities, the medicine suppliers will indemnify us against losses resulting from any of their product.

As of the date of this prospectus, none of the Company and its subsidiaries are a party to, nor to our knowledge, has been threatened with any legal proceeding that, in the opinion of management, is likely to have a material adverse effect on our business, financial condition or operations.

Impact of COVID-19

REGULATORY ENVIRONMENT

This section sets forth a summary of the material laws and regulations that affect our Operating Subsidiaries’ business and operations in Hong Kong. Information contained in this section should not be construed as a comprehensive summary nor a detailed analysis of laws and regulations applicable to the business and operations of our Operating Subsidiaries. Because all our operations are in Hong Kong, we believe we are currently not governed by laws and regulations in PRC. This overview is provided as general information only and is not intended to be a substitute for professional advice. You should consult your own advisers regarding the implication of the laws and regulations of Hong Kong on our business and operations.

Hong Kong Laws and Regulations

Hong Kong Regulations Related to Services Providers

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

Medical Registration Ordinance (Chapter 161 of the Laws of the Hong Kong)

All practicing medical practitioners in Hong Kong are required to be registered with the Hong Kong Medical Council. Section 20A(1) of the Medical Registration Ordinance (Chapter 161 of the Laws of the Hong Kong), as amended, supplemented or otherwise modified from time to time, or the MRO, provides that a registered medical practitioner shall not practice medicine, surgery or midwifery in Hong Kong, or any branch of medicine or surgery in Hong Kong, unless he is the holder of a practicing certificate which is then in force.

To register with the Hong Kong Medical Council, a medical practitioner should, subject to certain exceptions, inter alia:

●

have been awarded a degree of medicine and surgery by the University of Hong Kong or The Chinese University of Hong Kong or passed the licensing examination conducted by the Hong Kong Medical Council;

●

have attained a certificate of experience of employment in a resident medical capacity in approved hospitals for a certain prescribed period;

●

not have been convicted of any criminal offence punishable with imprisonment;

●

not have been found guilty of professional misconduct; and

●

be of good character.

Medical practitioners registered with the Hong Kong Medical Council are included in the General Register (as defined in the MRO) kept by the Hong Kong Medical Council.

Medical practitioners registered with the Hong Kong Medical Council will generally be issued with a practicing certificate which will be valid for one year. Registered medical practitioners are required to renew their practicing certificates each year which shall be in force for a period of 12 months commencing on 1 January in that following year and the practicing certificate for each year shall be obtained before 30 June of that year, failing which their names may be subject to removal from the register maintained by the Hong Kong Medical Council.

We have partnered with a registered medical practitioner named in the General Register qualified to practise medicine, surgery and midwifery in Hong Kong pursuant to the practicing certificate issued to him under the MRO and is therefore subject to the regulation of the MRO.

Under section 28 of the MRO, subject to certain exceptions, the practice of medicine or surgery in Hong Kong must be carried out by a registered medical practitioner. The carrying out of consultation services that involve the practice of medicine, medical diagnosis, prescription of pharmaceutical products and medicines (each as defined under the Pharmacy and Poisons Ordinance (defined below)) and certain types of treatments (such as injection of botulinum toxin type A and dermal filler and chemical peel) at our service centers constitute the practice of medicine and therefore must be carried out by our registered medical practitioner. As confirmed by our directors, the Group has fully complied with such requirements until the date of this prospectus.

Hong Kong Medical Code of Professional Conduct

Our registered medical practitioner has to comply with the Hong Kong Medical Code of Professional Conduct issued by the Hong Kong Medical Council (as may be amended from time to time) which covers, inter alia, the following aspects:

(i)

a registered medical practitioners’ professional responsibilities to patients such as their confidentiality obligations as well as the obligations to act in the interest of patients and, whenever an examination or treatment is beyond his capacity, to consult with or refer to another registered medical practitioner who has the necessary ability;

(ii)

communication in registered medical practitioners’ professional practice, including restriction on practice promotion from being carried out by registered medical practitioners;

(iii)

requirements in relation to prescription and labelling of medicine/drugs to be dispensed;

(iv)

regulations in respect of the relationship between registered medical practitioners and other practitioners and/or organizations;

(v)

criminal conviction and disciplinary proceedings of registered medical practitioners;

(vi)

registered medical practitioners’ financial arrangements;

(vii)

regulations in relation to new medical procedures, clinical research and alternative medicine;

(viii)

regulations against abuse of professional position; and

(ix)

regulations governing serious infectious disease and other special areas.

Contravention of the Hong Kong Medical Code of Professional Conduct may render a Hong Kong registered medical practitioner liable to disciplinary action.

Medical Clinics Ordinance (Chapter 343 of the Laws of Hong Kong))

The Medical Clinics Ordinance (Chapter 343 of the Laws of the Hong Kong), as amended, supplemented or otherwise modified from time to time, or the MCO, provides for the registration, control and inspection of medical clinics.

A “clinic” is defined under the MCO to mean any premises used or intended to be used for the medical diagnosis or treatment of persons suffering from, or believed to be suffering from, any disease, injury or disability of mind or body. However, among others, private consulting rooms used exclusively by registered medical practitioners in the course of their practice on their own account and not bearing any title or description which includes the word ‘‘clinic’’ or ‘‘polyclinic’’ in the English language is not a clinic for the purpose of the MCO.

The MCO requires a medical clinic to be registered, with name and address and other prescribed particulars.

Pursuant to section 14(1) of the MCO, any person who carries on or takes part in the management of a clinic which is not registered, or who therein does any medical diagnosis or prescribes any medical treatment or takes part in any medical treatment of any person commits an offence and is liable (i) on summary conviction to a fine of HK$50,000 and to imprisonment for two years; or (ii) on conviction upon indictment to imprisonment for three years.

Pursuant to section 14(1A) of the MCO, any person who in a clinic which is not registered does any medical diagnosis, prescribes any medical treatment or performs any medical treatment in relation to a person which results in personal injury to that person commits an offence and is liable (i) on summary conviction to a fine of HK$100,000 and to imprisonment for three years; or (ii) on conviction upon indictment to imprisonment for seven years.

According to section 5 of the MCO, an application of registration may be refused if:

(i)

the income derived or to be derived from the establishment or operation of the clinic is not, or will not be, applied solely towards the promotion of the objects of the clinic; or

(ii)

any portion of such income, except payment of remuneration to employed registered medical practitioners, nurses and menial servants, will be paid by way of dividend, bonus or otherwise howsoever by way of profit to the applicant himself, or to any persons properly so employed, or to any other persons howsoever.

Furthermore, in the application form to be filled for the first registration of a clinic under the MCO, an applicant is required to make a declaration (“Non-Profit Making Declaration”) that the income derived from the operation of the clinic will be applied solely towards the promotion of the objects of the clinic and any portion of such income, except payment in good faith of remuneration to certain employees, will not be paid by way of dividend or otherwise howsoever by way of profit to the applicant or any other person howsoever.

We have sought legal advice confirming that the MCO is not applicable to the business of the Group, having considered, among other things, the following:

(i)

the legislative intent behind the MCO was to provide for registration of non-profit making clinics;

(ii)

the Food and Health Bureau of Hong Kong published a consultation document, “Regulation of Private Healthcare Facilities” in December 2014 (“Consultation Paper”), which specifically states that the MCO and the Code of Practice For Clinics Registered Under The Medical Clinics Ordinance (Chapter 343 of the Laws of Hong Kong) set out the regulatory framework for non-profit-making medical clinics and that other private healthcare facilities, such as ambulatory medical centres and clinics operated by medical groups or individual medical practitioners, were then not subject to direct statutory control beyond the regulation of an individual’s professional practice. It was also commented in the Consultation Paper that the MCO was outdated and had outlived its usefulness and the Working Group and Steering Committee (both as defined in Recent Development in relation to Regulation of Medical Procedures and Beauty Services in this section) were fully aware of the existence of incorporated companies set up by non-medical investors, operated by non-medical managers and providing services by registered medical practitioners, while at the time, there was no regulatory framework under the MCO or otherwise to govern activities of such companies;

(iii)

our business is one which makes and intends to continue making profit as a listed entity. The payment of bonuses and dividends clearly reflects the profit-making nature of our business; and

(iv)

an application for registration may be refused pursuant to section 5 of the MCO mentioned above as we have been remunerating and will continue to remunerate our registered medical practitioner by way of bonus and may distribute our profit by way of dividends or other forms of distributions before and after the Offering. Further, it will be impossible for us to make the Non-Profit Making Declaration required for an application for registration under the MCO.

Hence, our service centers in Hong Kong are not qualified or required to be registered under the MCO.

Private Healthcare Facilities Ordinance (Chapter 633 of the Laws of Hong Kong)

The Private Healthcare Facilities Ordinance (Chapter 633 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time, or the PHFO, was passed on 15 November 2018 providing for the regulation of private healthcare facilities.

A private healthcare facility is defined under section 3 of the PHFO as a hospital, day procedure centre, clinic or health services establishment, other than a day procedure centre, clinic or health services establishment primarily used for teaching or research relating to medicine or dentistry that is managed or controlled by a university.

Pursuant to section 4 of the PHFO, a hospital is any premises that is used, or intended to be used, for (a) providing medical services to patients, with lodging; (b) carrying out medical procedures on patients, with lodging; or (c) receiving a pregnant woman for childbirth; or a woman immediately after she gives birth to a child.

Pursuant to section 5 of the PHFO, a day procedure centre is any premises that (a) that does not form part of the premises of a hospital; and (b) that is used, or intended to be used, for carrying out scheduled medical procedures on patients, without lodging, whether or not the premises is also used, or intended to be used, for (i) providing medical services to patients, without lodging; or (ii) carrying out minor medical procedures on patients, without lodging.

Pursuant to section 6 of the PHFO, a clinic is any premises that (a) that does not form part of the premises of a hospital, a day procedure centre or an outreach facility; and (b) that is used, or intended to be used, for (i) providing medical services to patients, without lodging; or (ii) carrying out minor medical procedures on patients, without lodging.

Pursuant to section 7 of the PHFO, a health services establishment is any premises that is of an education or scientific (or both) research institution in which medical services with lodging are provided to patients for the purpose of conducting clinical trials, but does not form part of the premises of a hospital, a day procedure centre or a clinic; and is used, or intended to be used, in relation to (i) assessing, maintaining or improving the health of patients; or (ii) diagnosing or treating illnesses or disabilities, or suspected illnesses or disabilities, of patients.

According to section 2 of the PHFO, scheduled medical procedure means a medical procedure that is listed in Column 2 of Schedule 3 of the PHFO, but does not fall under Column 3 of Schedule 3, and is carried out in an ambulatory setting. 8 classes of specialized services are listed in Column 1 of Schedule 3, namely surgical procedure, endoscopic procedure, dental procedure, chemotherapy, haemodialysis, inter-ventional radiology and lithotripsy, anesthetic procedure and radiotherapy. Each class of specialized services has a list of particular medical procedures listed in Column 2 and a list of exempted procedures listed in Column 3. Schedule 3 may be amended by the Secretary for Health by a notice published in the Gazette.

According to section 2 of the PHFO medical service means medical diagnosis, treatment or care for the patient given by a registered medical practitioner or a registered dentist.

According to section 2 of the PHFO, minor medical procedure means medical procedure that that is not a scheduled medical procedure; and that is carried out in an ambulatory setting.

Section 10(1) of the PHFO provides that a person must not operate a private healthcare facility without a license. This subsection came into operation on 1 January 2021 in so far as it relates to hospitals, and on 30 June 2022 in so far as it relates to a day procedure center. Any person who operates a private healthcare facility without a license commits an offence liable to a fine and a term of imprisonment.

The licensing regime in respect of clinics has yet to come into operation. To the best of our knowledge, the Hong Kong Government has yet to announce the implementation timetable and application procedure and arrangement for the licensing regime in respect of clinics.

We confirm that our service centers do not provide lodging services to our customers, and are not hospitals as defined under the PHFO.

The Beauty Services performed in our service centers do not fall into any of the procedures listed in Column 2 of Schedule 3, and/or they fall under the exempted procedures listed in Column 3 of Schedule 3.

Hence, subject to further announcements by the Hong Kong Government as to the further implementation of the PHFO, our service centers are not qualified or required to be licensed under the PHFO at present.

Upon the future implementation of the licensing regime in respect of clinics, our service centers may have to apply for a license, and comply with the laws and regulations regulating the operation of clinics including provisions under the PHFO, license conditions, code of practices and directions issued by the Director of Health.

The relevant provisions regulating the operation of clinics include but not limited to the followings: the licensee must appoint a chief medical executive (who must be a registered medical practitioner registered for not less than 4 years in Hong Kong) to take charge of the day to day administration of the facility; the licensee must put in place a complaints handling procedure for receiving, managing and responding to complaints received against the clinic; the premises of the facility have to be physically separated from any premises that serve a purpose not reasonably incidental to the type of facility for which the licence is issued; the facility has to have a direct and separate entrance not shared with, or involving passing through any premises that serve a purpose not reasonably incidental to the type of facility for which the licence is issued.

Further, complaints against the clinic may be made to the Committee on Complaints against Private Healthcare Facilities established under the PHFO. The Complaints Committee shall process the complaints and may refer the facility to the Director of Health for appropriate regulatory actions if the complaint is substantiated.

Regulations on Pharmaceutical Products and Drugs in Hong Kong

Pharmacy and Poisons Ordinance (Chapter 138 of the Laws of Hong Kong) and the Pharmacy and Poisons Regulations (Chapter 138A of the Laws of Hong Kong)

The Pharmacy and Poisons Ordinance (Chapter 138 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time, or the PPO, regulates the sale and labelling of products which are classified as pharmaceutical products and medicine.

Section 2 of the PPO defines “pharmaceutical products” and “medicine” to mean a substance or combination of substances that:

	●	presented as having properties for treating or preventing disease in human beings or animals; or
	●	that may be used in, or administered to, human beings or animals, either with a view to

(i) restoring, correcting or modifying physiological functions by exerting a pharmacological, immunological or metabolic action, or

(ii) making a medical diagnosis.

Regulation 36(1) of the Pharmacy and Poisons Regulations (Chapter 138A of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time, or the PPR, provides that pharmaceutical products must be registered before they can be sold, offered for sale, distributed or possessed for the purposes of sales, distribution or other use in Hong Kong.

Ingredients that are classified as poisons are listed in the Poisons List under Schedule 10 of the PPR. According to their potency, toxicity and potential side effects, some poisons are further categorised under different parts of the Poisons List and different schedules under the PPR. The levels of control over the sale of poisons depend on their categorisation.

	●	Pharmaceutical products that do not contain any poisons can be sold in any retail shops.
	●	Pharmaceutical products containing poisons as set out in Part 2 of Schedule 10 can only be sold by authorised sellers of poisons (usually known as pharmacies or dispensaries) and listed sellers of poisons (usually known as medicine stores).
	●	Pharmaceutical products containing poisons as set out in Part 1 of Schedule 10 can only be sold by authorised sellers of poisons by a registered pharmacist or in his presence and under his supervision.

However, the supply of medicine by a registered medical practitioner for the purposes of medical treatment is not subject to such limitations in relation to the sale of Part 1 and Part 2 poisons.

Some Part 1 Poisons as set out in Schedule 10 are further set out in the Schedule 1 and the Schedule 3 of the PPR with additional restrictions on their sale.

Any poison included in Schedule 3 can only be sold on and in accordance with a prescription given by a registered medical practitioner, registered dentist or registered veterinary surgeon. The sale of pharmaceutical products containing the poisons included in the Schedule 1 requires keeping sale records which include, inter alia, the name and quantity of the poison supplied, the date on which the poison was supplied, the name and address of the person to whom the poison was supplied, and the name of the person who supplied the poison or gave the prescription upon which it was supplied.

In order to be exempted from the conditions and limitations mentioned above, all ordering and dispensing of medication and substances which may include Part I and Part II poisons at our service centers are carried out by or conducted under the supervision of our registered medical practitioner. Medicines are dispensed to our customers with full records being kept.

On the other hand, to the best of our directors’ knowledge after due care and making of reasonable enquiries, private-label products under our brands and other branded products supplied at our service centers do not contain any medication or poisons and are therefore not regulated and not required to be registered under the PPO or the PPR.

Dangerous Drugs Ordinance (Chapter 134 of the Laws of Hong Kong) and the Dangerous Drugs Regulations (Chapter 134A of the Laws of Hong Kong)

The Dangerous Drugs Ordinance (Chapter 134 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time, or the DDO, regulates the import, export, procuring, supply, dealing in or with, manufacture and possession of drugs or substances which are classified as dangerous drugs under Part I of the First Schedule of the DDO.

Dangerous drugs are not allowed to be supplied to any person except to a person authorized or licensed to be in possession of such drugs in accordance with the DDO. However, the administration of a dangerous drug by or under the direct personal supervision of, and in the presence of, a registered medical practitioner is exempted.

A registered medical practitioner is also authorized by the DDO, so far as may be necessary for the practice or exercise of his profession and in his capacity as such, to be in possession of and to supply a dangerous drug as well as to have in his possession equipment or apparatus fit and intended for the injection of a dangerous drug.

Furthermore, the Dangerous Drugs Regulations (Chapter 134A of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time, or the DDR, regulates the prescriptions, labelling and record keeping of dangerous drugs and monitors the sale of such drugs.

As mentioned above, all the ordering and dispensing of medications at our service centers are carried out by or conducted under the supervision of our registered medical practitioner.

Moreover, as confirmed by our registered medical practitioner, neither of our service centres keep any dangerous drugs regulated under the DDO.

Regulations on the Supply of Goods and Services in Hong Kong

Trade Descriptions Ordinance (Chapter 362 of the Laws of Hong Kong)

The Trade Descriptions Ordinance (Chapter 362 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time, or the TDO prohibits false trade descriptions, false, misleading or incomplete information, false marks and misstatements in respect of goods provided in the course of trade or suppliers of such goods; and false trade descriptions in respect of services supplied by traders.

The TDO also confers power to require information or instruction relating to goods to be marked on or to accompany the goods or to be included in advertisements; restates the law relating to forgery of trademarks; prohibits certain unfair trade practices; confers power to require any services to be accompanied by information or instruction relating to the services or an advertisement of any services to contain or refer to information relating to the services; and for purposes connected therewith.

Definition of “trader”

“Trader” means any person (other than an exempt person under Schedule 3) who, in relation to a commercial practice, is acting, or purporting to act, for purposes relating to the person’s trade or business.

A registered medical practitioner as defined under the MRO is an exempt person under Schedule 3. Medical services provided by our registered medical practitioner is exempted from the regulations applicable to traders under the TDO.

However, the Group is still subject to the following regulations under the TDO as we also provide skin care products and services to customers at our service centers [need to check if the Company sells products as well].

Definition of “false trade description”

A false trade description means:

●

a trade description which is false to a material degree; or

●

a trade description which, though not false, is misleading, that is to say, likely to be taken for a trade description of a kind that would be false to a material degree.

False trade description of goods

Any person who in the course of any trade or business applies a false description to any goods, or supplies any goods to which a false trade description is applied, or has in his possession for sale or for any purpose of trade or manufacture any goods to which a false trade description is applied, commits an offence.

In relation to goods, “trade description” means an indication, direct or indirect, and by whatever means given, with respect to the goods or any part of the goods including an indication of any of the following matters:

(i)

quantity (which includes length, width, height, area, volume, capacity, weight and number), size or gauge;

(ii)

method of manufacture, production, processing or reconditioning;

(iii)

composition;

(iv)

fitness for purpose, strength, performance, behavior or accuracy;

(v)

availability;

(vi)

compliance with a standard specified or recognised by any person;

(vii)

price, how price is calculated or the existence of any price advantage or discount;

(viii)

liability to pay duty on them under the laws of Hong Kong, generally or in specified circumstances;

(ix)

testing by any person and results thereof;

(x)

approval by any person or conformity with a type approved by any person;

(xi)

a person by whom they have been acquired, or who has agreed to acquire them;

(xii)

their being of the same kind as goods supplied to a person;

(xiii)

place or date of manufacture, production, processing or reconditioning;

(xiv)

person by whom manufactured, produced, processed or reconditioned;

(xv)

other history, including previous ownership or use;

(xvi)

availability in a particular place of (a) a service for the inspection, repair or maintenance of the goods; or (b) spare parts for the goods;

(xvii)

warranty given in respect of the service or spare parts referred to in item (xvi) above;

(xviii)

the person by whom the service or spare parts referred to in item (xvi) above are provided;

(xix)

the scope of the service referred to in item (xvi)(a) above;

(xx)

the period for which (and the price at which) the service or spare parts referred to in item (xvi) above are available; and

(xxi)

the charge or cost at which the service or spare parts referred to in item (xvi) above are available.

False trade description of services

A trader who applies a false trade description to a service supplied or offered to be supplied to a consumer or who supplies or offers to supply to a consumer a service to which a false trade description is applied, commits an offence.

In relation to a service, “trade description” means an indication, direct or indirect, and by whatever means given, with respect to the service or any part of the service including an indication of any of the following matters:

(i)

nature, scope, quantity (including the number of occasions on which, and the length of time for which, the service is supplied or to be supplied), standard, quality, value or grade;

(ii)

fitness for purpose, strength, performance, effectiveness, benefits or risks;

(iii)

method and procedure by which, manner in which, and location at which, the service is supplied or to be supplied;

(iv)

availability;

(v)

testing by any person and the results of the testing;

(vi)

approval by any person or conformity with a type approved by any person;

(vii)

a person by whom it has been acquired, or who has agreed to acquire it;

(viii)

the person by whom the service is supplied or to be supplied;

(ix)

after-sale service assistance concerning the service; and

(x)

price, how price is calculated or the existence of any price advantage or discount.

Unfair trade practices

Further, the TDO prohibits certain specified trade practices:

Misleading omissions

A trader who engages in a commercial practice that is a misleading omission commits an offence. A commercial practice is a misleading omission if it omits or hides material information, or provides material information in a manner that is unclear, unintelligible, ambiguous or untimely, or fails to identify its commercial intent (unless this is already apparent from the context), and as a result it causes or is likely to cause an average consumer to make a transactional decision that the consumer would not have made otherwise.

Aggressive commercial practices

A trader who engages in a commercial practice that is aggressive commits an offence. A commercial practice is aggressive it (a) significantly impairs or is likely to significantly impair the consumer’s freedom of choice or conduct in relation to the product concerned through the use of harassment, coercion or undue influence and (b) therefore causes or is likely to cause the consumer to make a transactional decision that the consumer would not have made otherwise.

Bait advertising

A trader who engages in a commercial practice that constitutes bait advertising commits an offence. Advertising products for supply at a specified price is bait advertising if there are no reasonable grounds for believing that the trader will be able to offer for supply those products at that price, or the trader fails to offer those products for supply at that price, for a period that is, and in quantities that are, reasonable.

However, advertising by a trader of products for supply at a specified price is not bait advertising if the advertisement states clearly the period for which, or the quantities in which, the products are offered for supply at that price; and the trader offers those products for supply at that price for that period or in those quantities.

Bait and switch

A trader who engages in a commercial practice that constitutes a bait and switch commits an offence. The making by a trader of an invitation to purchase a product at a specified price is a bait and switch if having made the invitation, the trader then with the intention of promoting a different product (a) refuses to show or demonstrate the product to consumers, or (b) refuses to take orders for the product or deliver it within a reasonable time, or (c) shows or demonstrates a defective sample of the product.

Wrongly accepting payment

A trader engages in a commercial practice that constitutes wrongly accepting payment for a product commits an offence. A trader wrongly accepts payment for a product if he accepts payment or other consideration for the product and at the time of that acceptance, (a) the trader intends not to supply the product, or (b) the trader intends to supply a product that is materially different from the product in respect of which the payment or other consideration is accepted, or (c) there are no reasonable grounds for believing that the trader will be able to supply the product (i) within the period specified by the trader at or before the time at which the payment or other consideration is accepted, or (ii) if no period is specified at or before that time, within a reasonable period.

Consumer Goods Safety Ordinance (Chapter 456 of the Laws of Hong Kong)

The Consumer Goods Safety Ordinance (Chapter 456 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time, or the CGSO, imposes a statutory duty on manufacturers, importers and suppliers to ensure that the consumer goods supplied are safe.

Section 6 of the CGSO provides that a person shall not supply, manufacture or import into Hong Kong consumer goods unless the consumer goods comply with (i) the general safety requirement for consumer goods; or (ii) (where a standard has been approved by the Secretary for Commerce and Economic Development to apply to consumer goods), the approved standard for the particular consumer goods. Any person who contravenes section 6 commits an offence.

The general safety requirement for consumer goods means that the consumer goods are reasonably safe having regard to all of the circumstances. Where an approved standard applies to consumer goods, the consumer goods shall be taken as complying with the general safety requirement if they comply with the approved standard.

Certain defences are available under the CGSO. One of the defences is that the relevant person supplied the consumer goods in the course of carrying on a retail business and at the time he supplied the consumer goods, he neither knew nor had reasonable grounds for believing that the consumer goods failed to comply with the general safety requirement.

The Consumer Goods Safety Regulation (Chapter 456A of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time, or the CGSR, requires that any warning or caution with respect to the safe keeping, use, consumption or disposal of any consumer goods must be given in both Chinese and English. Further, the warning or caution must be legible and placed in a conspicuous position on the consumer goods, any package of the consumer goods, or on a label securely affixed to the package, or a document enclosed in the package.

Consumer goods are goods which are ordinarily supplied for private use or consumption. Pharmaceutical products and poisons are not consumer goods pursuant to the Schedule of the CGSO.

Skin care products sold and/or supplied at our service centers in Hong Kong which are not pharmaceutical products are subject to the CGSO and the CGSR.

Sale of Goods Ordinance (Chapter 26 of the Laws of Hong Kong)

Contracts for the sale of goods in Hong Kong are mainly governed by the Sale of Goods Ordinance (Chapter 26 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time. For consumer transactions, certain terms are implied into sales contracts to strengthen protection to consumers.

Examples include the implied undertaking that the goods are of merchantable quality, requiring that the goods should be fit for the purpose(s) for which goods of that kind are commonly bought, of such standard of appearance and finish, free from defects (including minor defects), safe, and durable as reasonably expected having regard to the relevant circumstances.

Supply of Services (Implied Terms) Ordinance (Chapter 457 of the Laws of Hong Kong)

There are also implied terms prescribed in respect of the supply of services under the Supply of Services (Implied Terms) Ordinance (Chapter 457 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time. An example of the implied terms is that the service supplier will carry out the service with reasonable care and skill.

Tortious duty of retailers

Apart from their liability under the contract, retailers in Hong Kong may also owe a duty of care to consumers and liable for damages resulting from defects in the goods caused by their negligent acts or for any fraudulent misrepresentation made in the selling of the goods. Liability may arise if a retailer disregards the instructions of the manufacturers or suppliers in handling the relevant goods or fails to pass on to the buyers’ instructions for use and warnings received from such manufacturers or suppliers. If a retailer knows or reasonably believes that the goods may be defective or dangerous, it may have to cease to supply such goods and take basic precautions such as warning the buyers and informing the relevant manufacturers or suppliers.

Unconscionable Contracts Ordinance (Chapter 458 of the Laws of Hong Kong)

The Unconscionable Contracts Ordinance (Chapter 458 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time empowers the court, with respect to a contract for the sale of goods or supply of services in which one of the parties deals as a consumer that was unconscionable at the time it was made, to refuse to enforce the contract, enforce the remainder of the contract without the unconscionable part, or limit the application of, revise or alter any part which is found to be unconscionable so as to avoid any unconscionable result.

Control of Exemption Clauses Ordinance (Chapter 71 of the Laws of Hong Kong)

The Control of Exemption Clauses Ordinance (Chapter 71 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time, or the CECO, limits the extent to which civil liability for breach of contract, or for negligence or other breach of duty, can be avoided by means of contract terms and otherwise.

Some restrictions imposed by the CECO include under section 7, a person cannot by reference to any contract term or notice exclude or restrict his liability for death or personal injury resulting from negligence. Any exclusion or restriction of liability for negligence for loss or damage to property is valid only in so far as such a clause satisfy the requirement of reasonableness.

Section 8 of the CECO provides that a party dealing with a consumer cannot by reference to any contract term exclude or restrict any liability when he is in breach of the contract, or claim to be entitled to render a contractual performance substantially different from what is reasonably expected of him or render no performance of his contractual obligation at all, unless the contractual term satisfies the requirement of reasonableness.

Competition Ordinance (Chapter 619 of the Laws of Hong Kong)

The Competition Ordinance (Chapter 619 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time, or the Competition Ordinance, prohibits and deters undertakings in all sectors from adopting anti-competitive conducts which has the object or effect of preventing, restricting or distorting competition in Hong Kong. It provides for general prohibitions in three major areas of anti-competitive conduct described as the first conduct rule, the second conduct rule and the merger rule.

The first conduct rule prohibits undertakings from making or giving effect to agreements or decisions or engaging in concerted practices that have as their object or effect the prevention, restriction or distortion of competition in Hong Kong.

The second conduct rule prohibits undertakings that have a substantial degree of market power in a market from engaging in conduct that has as its object or effect the prevention, restriction or distortion of competition in Hong Kong.

The merger rule prohibits mergers that have or are likely to have the effect of substantially lessening competition in Hong Kong. Currently the application of the rule is limited to mergers relating to undertakings holding carrier licences issued under the Telecommunications Ordinance (Chapter 106 of the Laws of Hong Kong).

Pursuant to Section 82 of the Competition Ordinance, if the Competition Commission has reasonable cause to believe that (a) a contravention of the first conduct rule has occurred; and (b) the contravention does not involve serious anti-competitive conduct, it must, before bringing proceedings in the Competition Tribunal against the undertaking whose conduct is alleged to constitute the contravention, issue a notice (a “warning notice”) to the undertaking.

Under Section 67 of the Competition Ordinance, where the Competition Commission has reasonable cause to believe that a contravention of the first conduct rule has occurred and the contravention involves serious anti-competitive conduct or a contravention of the second conduct rule has occurred, the Competition Commission may, instead of bringing proceedings in the Tribunal in the first instance, issue a notice (an “infringement notice”) to the person against whom it proposes to bring proceedings, offering not to bring those proceedings on condition that the person makes a commitment to comply with requirements of the infringement notice.

“Serious anti-competitive conduct” means any conduct that consists of any of (a) fixing, maintaining, increasing or controlling the price for the supply of goods or services; (b) allocating sales, territories, customers or markets for the production or supply of goods or services; (c) fixing, maintaining, controlling, preventing, limiting or eliminating the production or supply of goods or services; (d) bid-rigging.

In the event of breach of the Competition Ordinance, the Competition Tribunal may make orders including: imposing a pecuniary penalty if satisfied that an entity has contravened a competition rule; disqualifying a person from acting as a director of a company or taking part in the management of a company; prohibiting an entity from making or giving effect to an agreement; modifying or terminating an agreement; and requiring the payment of damages to a person who has suffered loss or damage.

Our directors are of the view that only the first conduct rule and the second conduct rule of the Competition Ordinance may apply on our Group, the merger rule of the Competition Ordinance does not.

As of the date of this prospectus, our Group had not adopted any anti-competitive conduct described in the Competition Ordinance.

Regulations on Advertisements in Hong Kong

Undesirable Medical Advertisements Ordinance (Chapter 231 of the Laws of Hong Kong)

The Undesirable Medical Advertisements Ordinance (Chapter 231 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time, or the UMAO, aims to protect public health through prohibiting or restricting advertisements relating to certain diseases, consumable products and abortion.

The UMAO defines “advertisement” to include any notice, poster, circular, label, wrapper or document, and any announcement made orally or by any means of producing or transmitting light or sound.

Among other restrictions, the UMAO provides that no person shall publish, or cause to be published, any advertisement likely to lead to the use of any medicine, surgical appliance or treatment for:

(a) the purpose of treating human beings for, or preventing human beings from contracting, any disease or condition specified in Column 1 of Schedule 1 of the UMAO (including, among others, any disease of the skin, hair or scalp), except for a purpose specified in column 2 of Schedule 1 (including, among others, prevention of pimples; treatment applied to an external surface of the body, of pimples, eczema, skill allergies, athlete’s foot and fungal nail infection; treatment of hard skin and corns by the application of corn plasters or solvents; and relief or prevention of common minor skin conditions, including dry and chapped skin, cold sores, pruritus, insert bites, heat rash and napkin rash).

(b) treating human beings for any purpose specified in Schedule 2 of the UMAO (including, among others, the restoration of lost youth and the correction of deformity or the surgical alteration of a person’s appearance).

If a person named in the advertisement is held out as being the manufacturer or supplier of medicine or surgical appliances, or being able to provide any treatment, that person is presumed to have caused the advertisement to be published.

Similarly, where any advertisement gives the name, address or telephone number of a person, and that person manufacturers or supplies medicine or surgical appliances, or provides any treatment, that person is presumed to have caused the advertisement to be published.

Regulations on Waste Disposal

Waste Disposal Ordinance (Chapter 354 of the Laws of Hong Kong) and the Waste Disposal (Clinical Waste) (General) Regulation (Chapter 354O of the Laws of Hong Kong)

The Waste Disposal Ordinance (Chapter 354 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time, or the WDO, and the Waste Disposal (Clinical Waste) (General) Regulation (Chapter 354O of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time, or the Waste Disposal (Clinical Waste) (General) Regulation, provide for, among others, the control and regulation of the production, storage, collection and disposal of clinical waste.

Under the WDO, clinical waste means waste consisting of any substance, matter or thing generated in connection with:

(a) a dental, medical, nursing or veterinary practice;

(b) any other practice, or establishment (howsoever described), that provides medical care and services for the sick, injured, infirm or those who require medical treatment;

(d) a dental, medical, veterinary or pathological laboratory practice,

but does not include chemical waste or radioactive waste, and which consists wholly or partly of any of the materials specified in one or more of the groups listed below:

	●	used or contaminated sharps;
	●	laboratory waste;
	●	human and animal tissues;
	●	infectious materials;
	●	dressings; and
	●	such other wastes as specified by the Director of Environmental Protection.

The Waste Disposal (Clinical Waste) (General) Regulation requires all waste producers to arrange for their clinical waste to be properly disposed of. Waste producers have complied with this duty if, among others, they consign the clinical waste to a licensed waste collector for delivery to a reception point, deliver the clinical waste to a reception or collection point, or consign the clinical waste to an authorised waste collector.

The Waste Disposal (Clinical Waste) (General) Regulation also requires a waste producer to keep records in respect of clinical waste produced by him, and also of the consignment of clinical waste to a licensed collector or authorised waste collector, or the delivery of clinical waste to a reception point or collection point. The waste producer is required to produce such records for inspection upon request by the Director of Environmental Protection.

Codes of Practice have been published by the Secretary for the Environment and Ecology under the WDO to provide guidance to major clinical waste producers and small clinical waste producers for complying with the legal requirements under the WDO and the Waste Disposal (Clinical Waste) (General) Regulation. Private medical clinics or practices, and health and beauty centers where medical practices are conducted are classified as small clinical waste producers under the Code of Practice.

Given the medical cosmetology services provided at our services centers may produce used or contaminated sharps such as syringes and needles as well as dressings, our Group is subject to the WDO, Waste Disposal (Clinical Waste) (General) Regulation and the Code of Practice applicable to small clinical waste producers.

Waste Disposal (Chemical Waste) General Regulation (Chapter 354C of the Laws of Hong Kong)

According to the Waste Disposal (Chemical Waste) General Regulation (Chapter 354C of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time, or the Waste Disposal (Chemical Waste) General Regulation, an unwanted substance or by-product arising from the application of or in the course of any process or trade activity, and which is or contains any substance or chemical specified in Schedule 1 of the Waste Disposal (Chemical Waste) General Regulation shall be regarded as chemical waste if such substance or chemical occurs in such form, quantity or concentration so as to cause pollution or constitute a danger to health or risk of pollution to the environment.

Schedule 1 of the Waste Disposal (Chemical Waste) General Regulation includes, among other things, any substance specified in Part 1 of the Poisons List under the PPO, antibiotics, dangerous drugs as defined in the DDO, pharmaceutical products and medicines.

There is no mention in the Waste Disposal (Chemical Waste) General Regulation as to what quantity or concentration of poisons, antibiotics, dangerous drugs, pharmaceutical products and medicine will amount to pollution or danger to health or risk to the environment.

Regulation 6 of the Waste Disposal (Chemical Waste) General Regulation provides that a person shall not produce chemical waste unless he is registered with the Director of Environmental Protection. A waste producer has to ensure that the chemical waste is properly packed, labelled and stored in accordance with the Waste Disposal (Chemical Waste) General Regulation.

Regulation 8 of the Waste Disposal (Chemical Waste) General Regulation provides, among others, that a waste producer shall cause or arrange chemical waste produced by him or in his possession or custody to be delivered to a reception point, or consign chemical waste to a waste collector, and also keep documents and records to show that such disposal has been complied with.

Our Group has been registered with the Director of Environmental Protection as a chemical waste producer. We are also in compliance with the regulations on the packaging, labelling, storing and disposing of chemical waste as stipulated under the Waste Disposal (Chemical Waste) General Regulation, and the Code of Practice providing guidance for complying with the requirements under the said Regulation.

Waste Disposal (Charging for Municipal Solid Waste) (Amendment) Ordinance 2021

The Waste Disposal (Charging for Municipal Solid Waste) (Amendment) Ordinance 2021 establishing a quantity-based charging scheme for the disposal of municipal solid waste was passed by the Legislative Council on 26 August 2021. The Hong Kong Government announced that municipal solid waste charging will be implemented from 1 August 2024 onwards.

Municipal solid waste means any waste except chemical waste, clinical waste and construction waste.

Under the charging scheme, our Group will have to wrap commercial waste properly in designated bags purchased by the Group before disposing so. The price for disposing municipal solid waste is HK$0.11 per liter. Violators will commit an offence liable to a fine and imprisonment.

Regulations on possessing, maintaining and use of certain treatment devices

Telecommunications Ordinance (Chapter 106 of the Laws of Hong Kong) [the company to confirm if such apparatus is used]

Under the Telecommunications Ordinance (Chapter 106 of the Laws of Hong Kong), for a person to possess or use any apparatus for radiocommunications or any apparatus of any kind that generates and emits radio waves notwithstanding that the apparatus is not intended for radiocommunications, the person must apply for an appropriate telecommunications licence from the Communications Authority.

Since we possess one Thermage CPT equipment in each of our CWB Centre and Mongkok Centre for use in providing Thermage CPT treatments, being a type of energy-based procedure involving the use of radiofrequency that deploys high-frequency radio waves that excite water molecules within the skin to generate heat, we are required to apply for and maintain an Industrial, Scientific and Medical Electronic Machine Licences (‘‘ISMEM Licence’’) as prescribed by the Communications Authority, which generally has a validity of one year and may be renewed for a period of one year at a time. Under the respective ISMEM Licence held by CWB Centre and Mongkok Centre, we are licensed to possess, maintain and use the licensed Thermage CPT equipment at our CWB Centre and Mongkok Centre which address is specified under the relevant ISMEM Licence for the purpose of generating high frequency electro- magnetic energy which shall be used for industrial, scientific and medical purposes only, subject to certain conditions, which include:

the licensed Thermage CPT equipment shall be used only under suppressed radiation conditions. Radiation outside the internationally allocated frequencies causing interference to communication services shall be suppressed to the satisfaction of the Communications Authority;

	b.	the licensed Thermage CPT equipment shall be operated only be persons authorised by the licensee, namely, CWB Centre and Mongkok Centre, which is the holder of the relevant ISMEM Licence, on their behalf;
	c.	The licensee shall not without the consent in writing of the Communications Authority (i) make any alternation or addition to the apparatus (apparatuses) covered by the ISMEM Licence; or (ii) change the address of the place where the apparatus (apparatuses) is maintained and used;
	d.	If at any time the licensee wishes to make (i) any alteration or addition mentioned in sub- paragraph (c)(i) above; or (ii) a change of address mentioned in sub- paragraph (c)(ii), it shall make application in writing to the Communications Authority for consent to such alteration, addition or change not less than 10 days before the date on which it intends to make such alteration, addition or change; and
	e.	the ISMEM Licence is not transferable.

It is our policy that in each of our service centers the licensed Thermage CPT equipment shall only be operated by our doctor.

Radiation Ordinance (Chapter 303 of the Laws of Hong Kong)

We possess/use radioactive substance or irradiating apparatus.

Under the Radiation Ordinance, (Chapter 303 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time (“Radiation Ordinance”), for a person to possess or use any radioactive substance or irradiating apparatus the person must apply for a license.

Under the Radiation Ordinance, radioactive substance means any substance which consists of or contains any radioactive chemical element whether natural or artificial and whose specific activity exceeds 75 becquerels of parent radioactive chemical element per gram of substance.

Irradiating apparatus means an apparatus which (a) is intended to produce or emit ionizing radiation; or (b) is capable of producing or emitting ionizing radiation at a dose rate exceeding 5 μSv per hour at a distance of 5 cm from any accessible point of the surface of the apparatus.

Ionizing radiation means electromagnetic radiation (X-ray or gamma ray photons or quanta) or corpuscular radiation (alpha particles, beta particles, electrons, positrons, protons, neutrons or heavy particles) being electromagnetic radiation or corpuscular radiation capable of producing ions and emitted from a radioactive substance or from a machine that is intended to produce ionizing radiations, or from a machine in which electrons are accelerated by a voltage of not less than 5 kilovolts.

Equipment being used in our premises are complied with this legal requirement. And we acquire equipment from suppliers with relevant qualification and certificates.

RECENT DEVELOPMENT IN RELATION TO REGULATION OF MEDICAL PROCEDURES AND BEAUTY SERVICES, AS WELL AS PRIVATE HEALTHCARE FACILITIES

In recent years, the Hong Kong Government has been considering to tighten up the regulations of the beauty industry and to provide a clear definition for differentiating beauty services from medical treatments.

Report of the Working Group on Differentiation between Medical Procedures and Beauty Services

A Steering Committee on Review of the Regulation of Private Healthcare Facilities (the “Steering Committee”) was established in 2012 to review the regulatory regime for private healthcare facilities.

A Working Group on Differentiation between Medical Procedures and Beauty Services (the “Working Group”) had also been set up under the Steering Committee, which was tasked to differentiate between medical treatments and ordinary beauty services and to make recommendations on the regulatory approach.

The Report of the Working Group on Differentiation between Medical Procedures and Beauty Services was published in 2013.

The Working Group made the following recommendations (the “Recommendations”) as to whether certain procedures should be performed by registered medical practitioners.

Cosmetic procedures that involve injections should be performed by registered medical practitioners.

Procedures that involve the mechanical/ chemical exfoliation of the skin below the epidermis should be performed by registered medical practitioners.

Traditional body tattooing and piercing should be exempted from being considered as a “medical procedure”, but special care should be taken for procedures performed on body parts which have higher risk of complications (e.g. near the eyes, the tongue, etc.). All practitioners should be well trained and adopt infection control measures when performing the procedures. Practitioners should ensure that consumers are made aware of the inherent risks involved and allowed to make informed decisions before undergoing the procedure.

Hyperbaric oxygen therapy should not be performed as a form of beauty procedure. In view of its risks of complications, it should be performed by registered medical practitioners on patients with clinical indications.

Dental bleaching may lead to complications, especially if performed inappropriately or performed on inappropriate clients, such as those suffering from pre-existing dental conditions. The procedure should be performed by registered dentists.

The Working Group supports the Hong Kong Government’s plan to introduce a new ordinance to deal with the control over the use of selected high-risk medical devices. Members of the Working Group considers that it would be more appropriate to deal with the use of medical devices which emitted different forms of energy and micro-needle therapy in this separate piece of legislation. To the best of our knowledge, the Hong Kong Government has yet to announce any timetable for the passage of any legislation specifically regulating medical devices.

The Working Group further recommends the setting up of an expert panel under the future medical device ordinance to advise on the risks and appropriate controls over new cosmetic procedures based on innovative technology.

Advisory note and open letter issued by the Hong Kong Department of Health

The Hong Kong Department of Health issued an Advisory Note on the Provision of Cosmetic Procedures to beauty service providers based on the Recommendations and stated therein the general infection control principles. The Advisory Note reminded beauty service providers to refrain from performing procedures that should only be performed by registered medical practitioners or registered dentists. Failure to follow the advice may render oneself liable for offences under the MRO or the Dentists Registration Ordinance (Chapter 156 of the Laws of Hong Kong).

An open letter was sent by the Hong Kong Department of Health to all registered medical practitioners stating the Recommendations that certain types of procedures should only be performed by registered medical practitioners/ dentists, and that enforcement action under the MRO or Dentists Registration Ordinance may be taken if the Recommendations are not followed. The letter also provided a list of reminders to registered medical practitioners when providing treatment to patients, including those referred by beauty service providers/beauty centers.

100

Effect on our Group

Pursuant to the Recommendations, procedures involving injections and mechanical/chemical exfoliation of skin below the epidermis should be performed by registered medical practitioners in Hong Kong. Our directors consider that the Recommendations and the Advisory Note and open letter do not have any material adverse effect on our services centers because procedures of such nature are carried out by our registered medical practitioner and there are controls in place to ensure these procedures are performed by our registered medical practitioner.

REGULATORY AUTHORITIES IN HONG KONG

Our business operations in Hong Kong are principally subject to the regulation of the Medical Council of Hong Kong, the Department of Health and the Hong Kong Consumer Council.

The Medical Council of Hong Kong

The Medical Council of Hong Kong was established under the MRO. The Medical Council of Hong Kong was founded to assure and promote quality in the medical profession in order to protect patients, foster ethical conduct, and develop and maintain high professional standards. It maintains a register of eligible medical practitioners, administers relevant licensing examinations, issues guidelines and the Hong Kong Medical Code of Professional Conduct, handles complaints lodged by members of the public and exercises regulatory and disciplinary powers over medical practitioners.

The medical practitioner partnered with the Group is registered under the MRO and is therefore subject to the regulation of the Hong Kong Medical Council.

Department of Health

The Department of Health is the government agency in Hong Kong responsible for the execution of healthcare policies and statutory functions. There are three divisions under the Department that conduct duties particularly relevant to our business, namely the Drug Office, the Medical Device Division and the Office for Regulation of Private Healthcare Facilities.

Hong Kong Consumer Council

The Hong Kong Consumer Council protects the rights of consumers. Consumers have a right to dispute the price or quality of services if they find it unsatisfactory. The Hong Kong Consumer Council also assists consumers in cases of false claims made by companies with respect to a specific service offered by them

Business registration requirement

Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong)

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

As of the date of this prospectus, GCHL, DCMCL and MTL hold valid business registration certificates.

101

Regulations related to employment and labor protection.

Employment Ordinance (Chapter 57 of the Laws of Hong Kong)

The Employment Ordinance (Chapter 57 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time, or the EO, is an ordinance enacted for, amongst other things, the protection of the wages of employees and the regulation of 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.

As of the date of this prospectus, GCHL, DCMCL and MTL have complied with the provisions under the EO.

Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong)

The Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time, or the ECO, is an ordinance enacted for the purpose of providing for the payment of compensation to employees injured in the course of employment. As stipulated by the ECO, no employer shall employ any employee in any employment unless there is in force in relation to such employee a policy of insurance issued by an insurer for an amount not less than the applicable amount specified in the Fourth Schedule of the ECO in respect of the liability of the employer. According to the Fourth Schedule of the ECO, the insured amount shall be not less than HKD100,000,000 per event if a company has no more than 200 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.

As of the date of this prospectus, employee compensation insurance has been obtained for all employees of GCHL, DCMCL and MTL.

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

The Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time, or the MPFSO, is an ordinance enacted for the purposes of providing for the establishment of non-governmental mandatory provident fund schemes, or the MPF Schemes. The MPFSO requires every employer of an employee of 18 years of age or above but under 65 years of age to take all practical steps to ensure the employee becomes a member of a registered MPF Scheme. Subject to the minimum and maximum relevant income levels, it is mandatory for both employers and their employees to contribute 5% of the employee’s relevant income to the MPF Scheme. Any employer who contravenes this requirement commits a criminal offence and is liable on conviction to a fine and imprisonment.

As of the date of this prospectus, the Company believes it has made all contributions required under the MPFSO.

Regulations related to Personal Data

Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong)

The Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time, or the PDPO, imposes a statutory duty on data users to comply with the requirements of the six data protection principles (the “Data Protection Principles”) contained in Schedule 1 to the PDPO. The PDPO provides that a data user shall not do an act, or engage in a practice, that contravenes a Data Protection Principle unless the act or practice, as the case may be, is required or permitted under the PDPO. The six Data Protection Principles are:

●

Principle 1 — purpose and manner of collection of personal data;

102

	●	Principle 2 — accuracy and duration of retention of personal data;

	●	Principle 3 — use of personal data;

	●	Principle 4 — security of personal data;

	●	Principle 5 — information to be generally available; and

	●	Principle 6 — access to personal data.

Non-compliance with a Data Protection Principle may lead to a complaint to the Privacy Commissioner for Personal Data (the “Privacy Commissioner”). The Privacy Commissioner may serve an enforcement notice to direct the data user to remedy the contravention and/or instigate prosecution actions. A data user who contravenes an enforcement notice commits an offense which may lead to a fine and imprisonment.

The PDPO also gives data subjects certain rights, inter alia:

	●	the right to be informed by a data user whether the data user holds personal data of which the individual is the data subject;
	●	if the data user holds such data, to be supplied with a copy of such data; and
	●	the right to request correction of any data they consider to be inaccurate.

The PDPO criminalizes, including but not limited to, the misuse or inappropriate use of personal data in direct marketing activities, non-compliance with a data access request and the unauthorized disclosure of personal data obtained without the relevant data user’s consent. An individual who suffers damage, including injured feelings, by reason of a contravention of the PDPO in relation to his or her personal data may seek compensation from the data user concerned.

As of the date of this prospectus, GCHL, DCMCL and MTL are in compliance with the provisions of the PDPO.

As of the date of this prospectus, our Operating Subsidiaries have complied with all necessary governmental regulations in Hong Kong. However, in the event that our Operating Subsidiaries fail to comply with or breach of the relevant regulations, our financial results may be adversely impacted.

MANAGEMENT

Our Board of Directors is the primary decision-making body of our Company, setting fundamental business strategies and policies for the management and operation of our Operating Subsidiaries’ business and monitoring their implementation.

Our Board of Directors currently consists of five directors, comprising two Executive Directors and three independent non-executive Directors. The following table sets forth the names, ages, and titles of our directors, executive officers, and senior management/key personnel:

Name	Age	Title

Executive Officers and Directors:

NG Hon Kin	63	Chairman, Executive Director, and Chief Executive Officer
HUANG Hsi-En	37	Executive Director
Suzanne CHAN	56	Chief Financial Officer
Dione Leung	56	Chief Operation Officer

Independent Non-executive Directors (Nominees):

TAM Kam Shing (Chris)	52	Independent Non-executive Director Nominee
Francis Colt deWolf III	56	Independent Non-executive Director Nominee
KWAN Kar Man	42	Independent Non-executive Director Nominee

103

No arrangement or understanding exists between any such director or officer and any other persons pursuant to which any director or executive officer was elected as a director or executive officer. Our directors are elected annually and serve until their successors take office or until their death, resignation, or removal. The executive officers serve at the pleasure of the Board of Directors.

Executive Officers and Directors:

Mr. NG Hon Kin (“Mr. NG”) has served as MEDI’s Chairman, Executive Director, and Chief Executive Officer since March 28, 2024. Since March 23, 2021, he has served as a Director of GCHL, since August 1, 2023 as a Director of DCMCL, since March 15, 2024 as a Director of MTHL, and since March 28, 2024 as a Director of MTL. He has over 20 years of marketing, administration, and operating experience in medical aesthetic business. Mr. NG is the founder of the Group.

Ms. HUANG Hsi-En (“Ms. HUANG”) has served as a Director of MTHL since March 15, 2024, as MEDI’s Executive Director and as a Director of MTL since March 28, 2024. Ms. HUANG has over 10 years of sourcing and marketing of medical aesthetic products. Ms. HUANG received a Master Degree in Business Management from Hang Seng University of Hong Kong in 2022 and a Bachelor Degree in Information Technology from the Apollos University, Taiwan in 2020.

Ms. CHAN Lai Kuen, Suzanne (“Ms. Suzanne CHAN”), as the Chief Financial Officer of MEDI, has served GCHL and DCMCL since June 2018. Ms. Chan has more than 30 year of experiences in accounting and financial reporting. She has more than 10 year of experiences in financial and administration in healthcare and cosmetic businesses. Ms. Chan is a bachelor of commerce of the University of New South Wales, Australia and a master of business administration of the Hong Kong University. She is fellow member of the Hong Kong Institute of Certified Public Accountants (HKICPA), fellow member of the Australian Society of Certified Practising Accountants (ASCPA) and fellow member of the Hong Kong Computer Society (HKCS). Ms. Chan shall act as the chief financial officer of MEDG upon the closing of this offering.

Independent Non-executive Directors

Mr. TAM Kam Shing (“Chris”) was nominated as an Independent Director effective upon the closing of this offering. Chris has more than 20 years of experience in auditing, accounting and corporate governance. In addition, he has more than 10 year of experiences in financial reporting of Hong Kong and China public companies. He had worked for Big 4 accounting firms in China and was a partner of Grant Thornton China. He has served as financial auditors and compliance auditors for corporation such as Air China, CNOOC, Kingdee, Coca Cola, Ericsson, Nortek, Foxconn for their IPOs. Chris received a Bachelor in Accounting from Hong Kong University of Science and Technology in 1994. He is Chartered Accountant of Institute of Chartered Accountants in England and Wales, fellow member of Hong Kong Institute of Certified Public Accountants and Association of Chartered Certified Accountants.

Mr. Francis Colt deWolf III (“Mr. deWolf”) was nominated as an Independent Director effective upon the closing of this offering. Mr. deWolf has more than 20 years of experience in financial service section and is the President of Colt Capital LLC, a Florida-based company, whose principal activities focus on advising emerging market companies on private and public financing strategies, in particular, the reverse merger process. Prior to founding Colt Capital LLC, Mr. deWolf was a Senior Vice President at Oppenheimer and Company, where he was involved in the Chinese markets, focusing on restricted stock placements, reverse mergers and secondary financing for emerging and mid-size Chinese companies. Mr. deWolf is a graduate of Tulane University and received his business degree from the AB Freeman School of Business Studies at Tulane University.

104

Mr. Kwan Kar Man (“Mr. KWAN”) was nominated as an Independent Director effective upon the closing of this offering. Mr. Kwan obtained a bachelor degree in Accounting from Lingnan University, Hong Kong in 2003. He is an associate member of the Hong Kong Institute of Certified Public Accountants and a member of Institute of Chartered Accountants in England and Wales. Mr. Kwan has over 18 years of experience in the accounting, auditing and finance and is the founder of an UK accounting and tax consultancy firm, MSSK Corporate Consultancy (UK) Limited, since 2022. He is currently a director of MSSK Corporate Consultancy Limited, a Hong Kong private company which engages in provision of business consultancy services in Hong Kong. Apart of the aforesaid, Mr. Kwan is also a director of a Hong Kong private company which engages in trading of agricultural products, a company secretary of Dragon King Group Holdings Limited (stock code 8493.hk) (whose shares are listed on the GEM of the Stock Exchange of Hong Kong Limited).

Key Personnel / Consultants

Our senior management comprises the following personnel:

Ms. Leung Pik Ying (“Dione”) has joined the Company as general manager since December 2021. Dione has more than 30 years of marketing, sales and shop management experiences in cosmetic companies. Before that, she was a beautician for 6 years. Dione is focus on the cosmetic industry for substantially all of her career life. She shall act as the chief operation officer upon the closing of this offering.

Dr. Pang Sai Yau (“Dr. Pang”) acts as the medical partner and consultant of the Company since inception. He is one of the pioneer of medical aesthetic of Hong Kong. He is also one of the founders of Association of Doctors in Aesthetic Medicine (Hong Kong). Dr. Pang graduated as Master of Philosophy from medical school of the Chinese University of Hong Kong. He was elected as the member of Royal College of Physician of the United Kingdom in 2001, was awarded postgraduate diploma in practical dermatology of University of Wales, College of Medicine in 2003, and was admitted as a Fellow of the Faculty of Medicine of Australasian College of Cosmetic Surgery in 2007.

Committees of the Board of Directors

Our Board of Directors has established an audit committee, a compensation committee, and a nomination committee, each of which will operate pursuant to a charter adopted by our Board of Directors that will be effective upon the effectiveness of the registration statement of which this prospectus is a part. The Board of Directors may also establish other committees from time to time to assist our Company and the Board of Directors. Upon the effectiveness of the registration statement of which this prospectus is a part, the composition and functioning of all of our committees will comply with all applicable requirements of the Sarbanes-Oxley Act of 2002, Nasdaq and SEC rules and regulations, if applicable. Upon our listing on Nasdaq, each committee’s charter will be available on our website http://www.doctorsconcept.com. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be part of this prospectus.

Audit committee

TAM Kam Shing, Francis Colt deWolf III, and KWAN Kar Man, all of whom are our independent non-executive Directors, will serve on the audit committee, which will be chaired by TAM Kam Shing. Our Board of Directors has determined that each are “independent” for audit committee purposes as that term is defined by the rules of the SEC and Nasdaq, and that each has sufficient knowledge in financial and auditing matters to serve on the audit committee. Our Board of Directors has designated Mr. TAM Kam Shing as an “audit committee financial expert,” as defined under the applicable rules of the SEC. The audit committee’s responsibilities include:

	●	appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;
	●	pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

105

	●	reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;
	●	reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;
	●	coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;
	●	establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns; recommending, based upon the audit committee’s review and discussions with management and our independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 20-F;
	●	monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;
	●	preparing the audit committee report required by SEC rules to be included in our annual proxy statement;
	●	reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; and
	●	reviewing earnings releases.

Compensation committee

TAM Kam Shing, Francis Colt deWolf III, and KWAN Kar Man all of whom are our independent non-executive Directors, will serve on the compensation committee, which will be chaired by KWAN Kar Man. Our Board of Directors has determined that each such member satisfies the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market. The compensation committee’s responsibilities include:

	●	evaluating the performance of our Chief Executive Officer in light of our Company’s corporate goals and objectives and based on such evaluation: (i) recommending to the Board of Directors the cash compensation of our Chief Executive Officer, and (ii) reviewing and approving grants and awards to our Chief Executive Officer under equity-based plans;
	●	reviewing and recommending to the Board of Directors the cash compensation of our other executive officers;
	●	reviewing and establishing our overall management compensation, philosophy, and policy;
	●	overseeing and administering our compensation and similar plans;
	●	reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters and evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq rules;
	●	retaining and approving the compensation of any compensation advisors;
	●	reviewing and approving our policies and procedures for the grant of equity-based awards;
	●	reviewing and recommending to the Board of Directors the compensation of our directors; and
	●	preparing the compensation committee report required by SEC rules, if and when required.

Nomination committee

TAM Kam Shing, Francis Colt deWolf III, and KWAN Kar Man, all of whom are our independent non-executive Directors, will serve on the nomination committee, which will be chaired by KWAN Kar Man. Our Board of Directors has determined that each member of the nomination committee is “independent” as defined in applicable Nasdaq rules. The nomination committee’s responsibilities include:

	●	developing and recommending to the Board of Directors criteria for board and committee membership;
	●	establishing procedures for identifying and evaluating director candidates, including nominees recommended by stockholders; and
	●	reviewing the composition of the Board of Directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us.

While we do not have a formal policy regarding board diversity, our nomination committee and Board of Directors will consider a broad range of factors relating to the qualifications and background of nominees, which may include diversity (not limited to race, gender, or national origin). Our nomination committee’s and Board of Directors’ priority in selecting board members is identification of persons who will further the interests of our shareholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business, understanding of the competitive landscape and professional and personal experience and expertise relevant to our growth strategy.

106

Foreign Private Issuer Status

The Nasdaq listing rules include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of Nasdaq Markets. The application of such exceptions requires that we disclose each Nasdaq Markets corporate governance standard that we do not follow and describe the Cayman Islands corporate governance practices we do follow in lieu of the relevant Nasdaq Markets corporate governance standard. However, we currently follow the Nasdaq Markets corporate governance standards listed below with the exception of the independent directors regularly scheduling meetings with only the independent directors present:

	●	the majority independent director requirement under Section 5605(b)(1) of the Nasdaq Marketplace Listing rules;

	●	the requirement under Section 5605(d) of the Nasdaq Marketplace Listing Rules that a compensation committee comprised solely of independent directors governed by a compensation committee charter oversee executive compensation;

	●	the requirement under Section 5605(e) of the Nasdaq Marketplace Listing Rules that director nominees be selected or recommended for selection by either a majority of the independent directors or a nominations committee comprised solely of independent directors;

	●	the Shareholder Approval Requirements under Section 5635 of the Nasdaq Marketplace Listing Rules; and

	●	the requirement under Section 5605(b)(2) of the Nasdaq Marketplace Listing Rules that the independent directors have regularly scheduled meetings with only the independent directors present.

Code of Conduct and Code of Ethics

As of the effective date of this registration statement of which this prospectus is a part, we have adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our chief executive officer, chief financial officer, principal accounting officer or controller or persons performing similar functions. Following the effectiveness of the registration statement of which this prospectus is a part, a current copy of this code will be posted on the Corporate Governance section of our website, which will be at http://www.doctorscomconcept.com. The information on our website is deemed not to be incorporated in this prospectus or to be a part of this prospectus. We intend to disclose any amendments to the code of ethics, and any waivers of the code of ethics or the code of conduct 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 Nasdaq corporate governance rules.

Compensation of Directors and Senior Management/Executive Personnel

Our directors and members of our senior management receive compensation in the form of salaries, allowances, bonuses, and other benefits-in-kind, including our contribution to the pension scheme. Our compensation committee determines the salaries of our directors and members of our senior management based on their qualifications, positions, and seniority.

Notwithstanding the below compensation table: (i) no remuneration was paid to our directors or the five highest paid individuals as an inducement to join, or upon joining, our Group; (ii) no compensation was paid to, or receivable by, our directors or past directors or the five highest paid individuals during the fiscal years ended June 30, 2024 and 2023 for the loss of office as director of any member of our Group or of any other office in connection with the management of the affairs of any member of our Group; and (iii) none of our directors waived any emoluments during the same period. Notwithstanding the below compensation table, no director has been paid in cash or shares or otherwise by any person either to induce him to become, or to qualify him as a director, or otherwise for service rendered by him in connection with the promotion or formation of us.

107

The following table summarizes all compensation received by our directors, our executive officers and our key employees during the years ended June 30, 2024 and 2023.

					Equity		All Other
Name/principal position	Year		Salary		Compensation		Compensation		Total Paid
NG Hong Kin /Chairman and CEO (1)(5)		2024	$	15,385	$	-	$	769	$	16,154
		2023	$	15,385	$	-	$	769	$	16,154

HUANG His-En / Executive Director		2024	$	-	$	-	$	-	$	-
		2023	$	-	$	-	$	-	$	-

Suzanne Chan / CFO (1)(2)(5)		2024	$	150,000	$	-	$	2,308	$	152,308
		2023	$	113,409	$	-	$	2,308	$	115,717

Dione Leung/ COO (3)(5)		2024	$	112,343	$	-	$	2,308	$	114,651
		2023	$	119,924	$	-	$	2,308	$	122,232

TAM Kam Shing (Chris)/INED (4)		2024	$	-	$	-	$	-	$	-
		2023	$	-	$	-	$	-	$	-

Francis Colt deWorlf III/INED (4)		2024	$	-	$	-	$	-	$	-
		2023	$	-	$	-	$	-	$	-

KWAN Kar Man/INED (4)		2024	$	-	$	-	$	-	$	-
		2023	$	-	$	-	$	-	$	-

⁽¹⁾Compensations for NG Hon Kin and Suzanne CHAN were paid by GCHL, a wholly owned subsidiary of MEDI.

⁽²⁾Suzanne will be appointed as CFO of MEDI upon completion of this offering.

⁽³⁾ Dione will be appointed as COO of MEDI upon completion of this offering.

⁽⁴⁾TAM Kam Shing, Francis Colt deWolf III and KWAN Kar Man were appointed as independent non-executive directors effective with the closing on this offering.

⁽⁵⁾Other compensation includes allowances, and any employer’s contribution social security.

Mandatory Provident Fund

The Mandatory Provident Fund (the “MPF”) is a compulsory saving scheme (pension fund) for the retirement of residents in Hong Kong. Most employees and their employers are required to contribute monthly to mandatory provident fund schemes provided by approved private organizations, according to their salaries and the period of employment. The Mandatory Provident Fund was implemented in December 2000 following the enactment of the Mandatory Provident Fund Schemes Ordinance on July 27, 1995. The MPF Schemes Authority (MPFA) is charged with supervising the provision of MPF schemes – it registers schemes and ensures that approved trustees administer schemes prudently, ensuring compliance including inspections, audits, and investigations.

The MPF system is mandatory for all employees in Hong Kong who have an employment contract of 60 days or more and also applies also to self-employed persons. Under the MPF, the choice of the scheme is the responsibility of the employer (for which the legislation defines three types): (i) master trust scheme; (ii) employer sponsored scheme; or (iii) industry scheme. The scheme operates on the principle of fully funded defined contributions into a privately managed plan fund contributed by employers and employees managed as a trust, which compartmentalizes fund assets from those of the manager. Investment decisions are delegated to a trustee in the private sector.

GCHL, our Operating Subsidiary in Hong Kong, implemented a MPF with a major international assurance company to provide retirement benefits for its employees. All permanent full-time are eligible to join the MPF. Eligible employees of the MPF and the employer’s contributions to the MPF are both at 5% of the eligible employee’s monthly salary and are subject to a maximum mandatory contribution of HKD1,500 (US$192) monthly.

The contributions to the MPF are recognized as employee benefit expense when they are due and are charged to the consolidated statement of income (loss). The total contributions to the MPF of our Operating Subsidiaries in Hong Kong for years ended June 30, 2024 and 2023 amounted to approximately $88,303 and $85,625, respectively. GCHL has no other obligation to make payments in respect of retirement benefits of the employees.

Directors’ Agreements

Each of our directors has entered into a Director’s Agreement with the Company effective upon effectiveness of the Registration Statement of which this prospectus forms a part (the “Effective Date”). The terms and conditions of each such Director’s Agreement are similar in all material aspects. Each Director’s Agreement is for an initial term of one year and will continue until the director’s successor is duly elected and qualified. Each director will be up for re-election each year at the annual shareholders’ meeting and, upon re-election, the terms, and provisions of his or her Director’s Agreement will remain in full force and effect. Any Director’s Agreement may be terminated for any or no reason by the director or at a meeting called expressly for that purpose by a vote of the shareholders holding more than 50% of the Company’s issued and outstanding Ordinary Shares entitled to vote.

108

Under the Directors’ Agreements, the initial annual salary that is payable to each of our directors is as follows:

TAM Kam Shing	$	[24,000]
Francis Colt deWolf III	$	[18,000]
KWAN Kar Man	$	[18,000]

Other than as disclosed above, none of our directors has entered into a service agreement with our Company or any of our subsidiaries that provides for benefits upon termination of employment.

Employment Letters

On [●], MEDI entered into a letter agreement with Mr. NG Hon Kin, pursuant to which Mr. NG will serve as the Chairman, Executive Director and Chief Executive Officer of the Company in accordance with the following terms and provisions: (i) payment of a monthly salary of $[●] payable at the end of each month commencing upon closing of the offering; (ii) a discretionary performance bonus determined by the compensation committee and/or the board at the end of the fiscal year; and (ii) either party shall have the right to terminate the agreement by giving to the other party not less than [six] months’ notice in writing.

On [●], MEDI entered into a letter agreement with Ms. HUANG Hsi-En, pursuant to which Ms. HUANG will serve as an Executive Director of the Company in accordance with the following terms and provisions: (i) payment of a monthly salary of $[●] payable at the end of each month commencing upon closing of this offering; and (ii) a discretionary performance bonus determined by the compensation committee and/or the board at the end of the fiscal year; and (ii) either party shall have the right to terminate the agreement by giving to the other party not less than [three] months’ notice in writing.

On [●], MEDI entered into an employment agreement with Ms. Suzanne CHAN, pursuant to which Ms. CHAN is designated as the Chief Financial Officer of the Company in accordance with the following terms and provisions: (i) a fixed initial salary of $[●] for the period from [●] to the date of closing this offering (the “Initial Period”) (ii) after the Initial Period, payment of a monthly salary of $[●], subject to the adjustment determined by the compensation committee and/or the board, payable at the end of each month; (iii) a discretionary performance bonus determined by the compensation committee and/or the board at the end of the fiscal year and (iv) either party shall have the right to terminate the agreement by giving to the other party not less than [three] months’ notice in writing.

On [●], MEDI entered into an employment agreement with Ms. Dione LEUNG, pursuant to which Ms. Leung is designated as the Chief Operating Officer of the Company in accordance with the following terms and provisions: (i) payment of a monthly salary of $[●] payable at the end of each month commencing upon closing of this offering; and (ii) a discretionary performance bonus determined by the compensation committee and/or the board at the end of the fiscal year; and (ii) either party shall have the right to terminate the agreement by giving to the other party not less than [three] months’ notice in writing.

Indemnification Agreements

We have entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our Company.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

PRINCIPAL SHAREHOLDERS

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

	●	each person, or group of affiliated persons, known by us to beneficially own more than 5% of our shares;
	●	each of our named executive officers;
	●	each of our directors; and
	●	all of our current executive officers, directors as a group.

109

Applicable percentage ownership is based on 27,000,000 Ordinary Shares of our Company issued and outstanding as of the date of this prospectus and, with respect to percent ownership after this offering, assumes no exercise of the underwriters’ over-allotment option.

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, believe that the beneficial owners of our shares listed below have sole voting and investment power with respect to the shares shown.

Unless otherwise noted below, the address of each person listed on the table is Unit 15-16, 22/F., CEO Tower, 77 Wing Hong Street, Cheung Sha Wan, Hong Kong.

	Shares Beneficially Owned Before this Offering ⁽¹⁾					Shares Beneficially Owned after this Offering ⁽¹⁾
Name of Beneficial Owner	Number		Percentage			Number		Percentage

Named Executive Officers and Directors and Director Nominee:
NG Hon Kin		17,374,500		64.35	%		17,152,278		57.17	%
HUANG Hsi-En ⁽²⁾		175,500		0.65	%		175,500		0.59	%
TAM Kam Shing		0		0.00	%		0		0.00	%
Francis deWolf III		0		0.00	%		0		0.00	%
KWAN Kar Man		0		0.00	%		0		0.00	%
Suzanne CHAN		0		0.00	%		0		0.00	%
Dione LEUNG		0		0.00	%		0		0.00	%
All executive officers and directors as a group (6 persons)		17,550,000		65	%		17,327,778		57.77	%

5% Shareholders: ⁽³⁾
Many Trillion International Limited		1,350,000		5	%		-		-	%
Express Essential Holding Limited		1,350,000		5	%		-		-	%
Winlover Limited		1,350,000		5	%		1,350,000		4.50	%
Ace Miracle Group Limited		2,700,000		10	%		2,700,000		9.00	%
Able Talent Business Limited		1,350,000		5	%		-		-	%

	(1)	Based on 27,000,000 Ordinary Shares, consist of 9,450,000 Class A Ordinary Shares and 17,550,000 Class B Ordinary Shares, issued and outstanding immediately prior to the offering and [3,000,000] Ordinary Shares to be issued and outstanding immediately after the offering assuming the underwriter does not exercise the over-allotment option.
	(2)	Master Centric Limited is owned 1% of shares by HUANG Hsi-En, our director.
	(3)	Many Trillion International Limited is beneficially owned by Yeung Taz Tsung.
		Express Essential Holding Limited is beneficially owned by Kwong Lim Yung, Cat.
		Winlover Limited is beneficially owned by Zhang Chuyuan.
		Ace Miracle Group Limited is beneficially owned by Cheung Tak Shun, Dickson, Lee Ha and Kwong Fung Yung.
		Able Talent Business Limited is beneficially owned by So Chun Him.

110

RELATED PARTY TRANSACTIONS

Related Parties

We have adopted an audit committee charter, which requires the committee to review all related-party transactions on an ongoing basis and all such transactions be approved by the committee.

During the years ended June 30, 2024 and 2023, we, including the Operating Subsidiaries, incurred majorly working capital fund transactions with our related parties:

		Relationship
Mr. Ng Hon Kin		Chairman, CEO, and an ultimate majority shareholder of the Company
Global Medical Equipment Co., Ltd.		Company controlled by Mr. Ng
Smart Key International Consultant Co., Ltd.		Administrative service company controlled by Mr. Ng
Be Health Co., Ltd.		Associated company controlled by Mr. Ng.
Ms. Huang Weisi		Prior director of subsidiaries including GCHL and DCMCL, representing Mr. Ng.

Guarantees

Certain related parties provided guarantees to the Company in connection with its bank borrowings of the Group. The bank loans of the Group consisted of the following:

Bank Name	Nature of Loan	HK$’000
Bank of China	36-month borrowing		2,000
Bank of China	120-month term borrowing		4,000
Bank of China	120-month term borrowing		2,000
Bank of China	120-month term borrowing		3,000

The following table summarize key terms of bank borrowings:

Principle drawn down

Start Date

Mature Date

Interest %*

Persoanl Guarantee

HKD

USD

2,000,000

256,410

January 8, 2020

January 8, 2023

0.5% monthly

Ms. Huang Weisi

4,000,000

512,821

May 8, 2020

May 7, 2030

P-2.5%

Ms. Huang Weisi

2,000,000

256,410

August 30, 2021

August 29, 2031

P-2.5%

Ms. Huang Weisi

3,000,000

384,615

May 27, 2022

May 26, 2032

P-2.5%

Ms. Huang Weisi

	(1)	P represents prime lending rate of Hong Kong.

	(2)	All the above bank borrowings were personally guaranteed by Ms. Huang, and the guarantees are assumed by Mr. Ng in April 2, 2024 (See Note 19).

Transactions with related parties were conducted in the normal course of business and at prices and terms no less than those charged to and contracted with other independent third parties. All personal guarantees are assumed by Mr. Ng Hon Kin.

111

Related party balances

The related party balances consisted of the following:

a) Summary of balances with related parties

Due (to) from related parties consist of mainly working capital transactions as the following:

	June 30, 2024			June 30, 2023
Fund transfer to Mr. Ng Hon Kin	$	-		$	46,968
Payment to Global Medical Equipment Co., Ltd.		-			-
Payment to Smart Key International Consultant Co., Ltd.		-			-

Unpaid capital of subsidiary by Ms. Huang Weisi		-			-
Amount due from related parties		-			46,968

Payment by Be Health Co., Ltd.	$	-			-
Payment by Mr. Ng Hon Kin		(576,336	)		(152,648	)
Amount due (to) related parties	$	(576,336	)	$	(152,648	)

Accounts payable – Global Medical Equipment Co., Ltd.	$	(4,162	)	$	-
Accounts payable – Euro Cos Co., Ltd.		(51	)
Accounts payable – related parties	$	(4,213	)	$	-

Amount due (to) from related parties, net	$	(580,549	)	$	(105,680	)

The above amounts were unsecured, non-interest bearing and due on demand. On August 26, 2024, Mr. Ng has entered into agreement with the Company’s related companies, which are controlled by Mr. Ng, and related party that Mr. Ng will assume and is assigned for all current accounts of related parties. Mr. Ng agrees to collect the balance due to him after public offering.

b) Accounts payable transactions

The following table shows transactions of related parties:

	For the year ended June 30
	2024		2023

Payments on behalf:
Management fees		103,596		618,963
Purchase of equipment, materials and services		4,208		44,802
Rental for the executive		-		18,756

Total		107,804		682,521

c) Accounts payable – related parties

During the year ended June 30, 2024, having presented in the above table, the outstanding amount of the Company purchased from a related party was $4,213.

d) Salaries and employee benefits paid to major shareholders

	2024		2023
Mr. Ng Hon Kin (being paid by an associated company)	$	15,385	$	15,385
Total	$	15,385	$	15,385

DESCRIPTION OF SHARE CAPITAL

A copy of our Amended and Restated Memorandum and Articles (as defined below) is filed as an exhibit to the registration statement of which this prospectus is a part.

We are an exempted company incorporated with limited liability in the Cayman Islands and our affairs are governed by our memorandum and articles of association, as amended from time to time, the Companies Act and the common law of the Cayman Islands. Prior to completion of this offering, we will adopt the amended and restated memorandum and articles which will take effect immediately prior to completion of this offering (the “Amended and Restated Memorandum and Articles”).

As of the date of this prospectus, our authorized share capital is US$11,000 divided into 85,000,000 Class A Ordinary Shares and 25,000,000 Class B Ordinary Shares of par value of US$0.0001 each.

The following description of our share capital and provisions of our [Amended and Restated] Memorandum and Articles are summaries only and do not purport to be complete.

Ordinary Shares

General

All of our outstanding Ordinary Shares are non-assessable. 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 to bearer.

Subject to the provisions of the Companies Act and our [Amended and Restated] 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.

Dividends

Subject to the Companies Act and any rights attaching to any class or classes of shares under and in accordance with the [Amended and Restated] Articles:

(i)	the directors may declare dividends or distributions out of our funds which are lawfully available for that purpose; and;

(ii)	our shareholders may, by ordinary resolution, declare dividends but no such dividend shall exceed the amount recommended by the directors.

112

Subject to the requirements of the Companies Act regarding the application of a company’s share premium account and with the sanction of an ordinary resolution, dividends may also be declared and paid out of any 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 as to voting attached to any shares, unless any share carries special voting rights, every shareholder who is present in person and every person representing a shareholder by proxy shall have one vote per share. A resolution put to the vote of a meeting shall be decided on a poll. Unless otherwise required by the Companies Act, the Amended and Restated Memorandum and Articles, holders of Class A Ordinary Shares shall, at all times, vote together as with single vote and Class B Ordinary Shares shall, at all times, vote together as twenty votes on all matters submitted to a vote for shareholders’ approval. In addition, all shareholders holding shares of a particular class are entitled to vote at a meeting of the holders of that class of shares. Votes may be given either personally or by proxy.

Transfer of Ordinary Shares

Subject to any applicable requirements set forth in the Amended and Restated Articles and provided that a transfer of Ordinary Shares complies with applicable rules of the Nasdaq Capital Market, a shareholder may transfer Ordinary Shares to another person by completing an instrument of transfer in a common form or in a form prescribed by Nasdaq or in any other form approved by the directors, executed:

	●	where the Ordinary Shares are fully paid, by or on behalf of that shareholder; and

	●	where the Ordinary Shares are partly paid, by or on behalf of that shareholder and the transferee.

The transferor shall be deemed to remain the holder of an Ordinary Share until the name of the transferee is entered into our register of members.

Where the Ordinary Shares in question are not listed on or subject to the rules of the Nasdaq Capital Market, our board of directors may, in its absolute discretion, decline to register any transfer of any Ordinary Share that has not been fully paid up or is subject to a company lien. Our board of directors may also decline to register any transfer of such Ordinary Share unless:

	●	the instrument of transfer is lodged with us, accompanied by the certificate for the Ordinary Shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;

	●	the instrument of transfer is in respect of only one class of shares;

	●	the instrument of transfer is properly stamped, if required;

	●	the Ordinary Share transferred is fully paid and free of any lien in favor of us;

	●	any fee related to the transfer has been paid to us; and

	●	the transfer is not more than four joint holders.

If our directors refuse to register a transfer, they are required, within one months after the date on which the instrument of transfer was lodged, to send to each of the transferor and the transferee notice of such refusal.

The registration of transfers may, on 14 clear days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and our register of members closed at such times and for such periods as our board of directors may, in their absolute discretion, from time to time determine. The registration of transfers, however, may not be suspended, and the register may not be closed, for more than 30 clear days in any year.

113

Liquidation Rights

If we are wound up, the shareholders may, subject to the [Amended and Restated] Articles and any other sanction required by the Companies Act, pass a special resolution allowing the liquidator to do either or both of the following:

	●	to divide in specie among the shareholders the whole or any part of our assets and, for that purpose, to value any assets and to determine how the division shall be carried out as between the shareholders or different classes of shareholders; and

	●	to vest the whole or any part of the assets in trustees for the benefit of shareholders and those liable to contribute to the winding up.

The directors have the authority to present a petition for our winding up to the Grand Court of the Cayman Islands on our behalf without the sanction of a resolution passed at a general meeting.

Calls on Ordinary Shares and Forfeiture of Ordinary Shares

Subject to the terms of allotment, the directors may make calls on the shareholders in respect of any monies unpaid on their shares including any premium and each shareholder shall (subject to receiving at least 14 clear days’ notice specifying when and where payment is to be made), pay to us the amount called on his shares. Shareholders registered as the joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share. If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or if no rate is fixed, at the rate of ten percent per annum. The directors may waive payment of the interest wholly or in part.

We have a first and paramount lien on all shares (whether fully paid up or not) registered in the name of a shareholder (whether solely or jointly with others). The lien is for all monies payable to us by the shareholder or the shareholder’s estate:

	●	either alone or jointly with any other person, whether or not that other person is a shareholder; and

	●	whether or not those monies are presently payable.

At any time the directors may declare any share to be wholly or partly exempt from the lien on shares provisions of the Amended and Restated Articles.

We may sell, in such manner as the directors may determine, any share on which the sum in respect of which the lien exists is presently payable, if due notice that such sum is payable has been given (as prescribed by the articles) and, within 14 clear days of the date on which the notice is deemed to be given under the Amended and Restated Articles, such notice has not been complied with.

Redemption of Ordinary Shares

Subject to the Companies Act and any rights for the time being conferred on the shareholders holding a particular class of shares, we may by action of our directors:

	●	issue shares that are to be redeemed or liable to be redeemed, at our option or the shareholder holding those redeemable shares, on the terms and in the manner our directors determine before the issue of those shares;

	●	with the consent by special resolution of the shareholders holding shares of a particular class, vary the rights attaching to that class of shares so as to provide that those shares are to be redeemed or are liable to be redeemed at our option on the terms and in the manner which the directors determine at the time of such variation; and

	●	purchase all or any of our own shares of any class including any redeemable shares on the terms and in the manner which the directors determine at the time of such purchase.

We may make a payment in respect of the redemption or purchase of its own shares in any manner authorized by the Companies Act, including out of any combination of capital, our profits and the proceeds of a fresh issue of shares.

When making a payment in respect of the redemption or purchase of shares, the directors may make the payment in cash or in specie (or partly in one and partly in the other) if so authorized by the terms of the allotment of those shares or by the terms applying to those shares, or otherwise by agreement with the shareholder holding those shares.

114

Variations of Rights of Shares

Whenever our capital is divided into different classes of shares, the rights attaching to any class of share (unless otherwise provided by the terms of issue of the shares of that class) may be varied either with the consent in writing of the holders of not less than two-thirds of the issued shares of that class, or with the sanction of a resolution passed by a majority of not less than two-thirds of the holders of shares of the class present in person or by proxy at a separate general meeting of the holders of shares of that class.

Unless the terms on which a class of shares was issued state otherwise, the rights conferred on the shareholder holding shares of any class shall not be deemed to be varied by the creation or issue of further shares ranking pari passu with the existing shares of that class.

General 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 general meetings whenever they think fit. General meetings shall also be convened on the written requisition of one or more of the shareholders entitled to attend and vote at our general meetings who (together) hold at least ten percent of the rights to vote at such general meeting in accordance with the notice provisions in the articles, 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.

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 and our auditors.

Subject to the 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.

A quorum shall consist of the presence (whether in person or represented by proxy) of one or more shareholders holding shares that represent [not less than one-third of the outstanding shares] carrying the right to vote at such general meeting.

If, within 15 minutes from the time appointed for the general meeting, or at any time during the meeting, a quorum is not present, the meeting, if convened upon the requisition of shareholders, shall be cancelled. In any other case it shall stand adjourned to the same time and place seven days or to such other time or place as is determined by the directors.

The chairman may, with the consent of a meeting at which a quorum is present, adjourn the meeting. When a meeting is adjourned for more than seven clear days, notice of the adjourned meeting shall be given in accordance with the Amended and Restated Articles.

At any general meeting a resolution put to the vote of the meeting shall be decided on a poll. A poll 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.

In the case of an equality of votes, the chairman of the meeting may choose to exercise a second or casting vote.

115

Inspection of Books and Records

Holders of our Ordinary Shares will have no general right under the Companies Act to inspect or obtain copies of our register of members or our corporate records (except for the memorandum and articles of association of our company, any special resolutions passed by our company and the register of mortgages and charges of our company).

Changes in Capital

Subject to the Companies Act, our shareholders may, by ordinary resolution:

(a)	increase our share capital by new shares of the amount fixed by that ordinary resolution and with the attached rights, priorities and privileges set out in that ordinary resolution;

(b)	consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;

(c)	sub-divide our shares or any of them into shares of a smaller amount than that fixed so, however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced shares shall be the same as it was in case of the share from which the reduced share is derived;

(d)	cancel any shares which, at the date of the passing of that ordinary resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled or, in the case of shares without nominal par value, diminish the number of shares into which our capital is divided; and

(e)	convert all or any of our paid-up shares into stock and reconvert that stock into paid-up shares of any denomination.

Subject to the Companies Act and to any rights for the time being conferred on the shareholders holding a particular class of shares, our shareholders may, by special resolution, reduce its share capital in any way.

CERTAIN CAYMAN ISLANDS COMPANY CONSIDERATIONS

Exempted Company

We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

A Cayman Islands exempted company:

	●	is a company that conducts its business mainly outside the Cayman Islands;

	●	is prohibited from trading in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the exempted company carried on outside the Cayman Islands (and for this purpose can effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands);

	●	does not have to hold an annual general meeting;

	●	does not have to make its register of members open to inspection by shareholders of that company;

	●	may obtain an undertaking against the imposition of any future taxation;

	●	may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

	●	may register as an exempted limited duration company; and

	●	may register as a segregated portfolio company.

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company.

116

Comparison of Cayman Islands Corporate Law and U.S. Corporate Law

The Companies Act is derived, to a large extent, from the older Companies Acts of England and Wales but does not follow recent United Kingdom statutory enactments, and accordingly there are significant differences between the Cayman Islands Companies Act and the current Companies Act of the United Kingdom. In addition, the Companies Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the State of Delaware.

This discussion does not purport to be a complete statement of the rights of holders of our Ordinary Shares under applicable law in the Cayman Islands or the rights of holders of the common stock of a typical corporation under applicable Delaware law.

Mergers and Similar Arrangements

The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property, and liabilities in one of such companies as the surviving company, and (b) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. The plan must be filed with the Registrar of Companies of the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a statement setting out the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.

A merger between a Cayman Islands parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders. For this purpose, a subsidiary is a company of which at least ninety percent (90%) of the issued shares entitled to vote are owned by the parent company.

The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.

Save in certain circumstances, a dissentient shareholder of a Cayman constituent company is entitled to payment of the fair value of his shares upon dissenting to a merger or consolidation. The exercise of such dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, except for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.

In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by seventy-five percent (75%) in value of the shareholders or class of shareholders, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

	●	the statutory provisions as to the required majority vote have been met;

	●	the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;

	●	the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and

	●	the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act.

When a takeover offer is made and accepted by holders of 90% of the shares affected within four months the offeror may, within a two-month period commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.

If an arrangement and reconstruction is thus approved, or if a takeover offer is made and accepted, a dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

117

Shareholders’ Suits

In principle, we will normally be the proper plaintiff to sue for a wrong done to us as a company and as a general rule, a derivative action may not be brought by a minority shareholder. However, based on English law authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands court can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name of the company to challenge:

	●	an act which is illegal or ultra vires with respect to the company and is therefore incapable of ratification by the shareholders;

	●	an act which, although not ultra vires, requires authorization by a qualified (or special) majority (that is, more than a simple majority) which has not been obtained; and

	●	an act which constitutes a “fraud on the minority” where the wrongdoers are themselves in control of the company.

Indemnification of Directors and Executive Officers and Limitation of Liability

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent that any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against the indemnified person’s own fraud, dishonesty, willful default, or willful neglect or against the consequences of committing a crime, or against the indemnified person’s own fraud or dishonesty. Our Amended and Restated Articles provide to the extent permitted by Cayman Islands law, we shall indemnify each existing or former secretary, director (including alternate director), and any of our other officers (including an investment adviser or an administrator or liquidator) and their personal representatives against:

	(a)	all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former director (including alternate director), secretary or officer in or about the conduct of our business or affairs or in the execution or discharge of the existing or former director (including alternate director), secretary’s or officer’s duties, powers, authorities or discretions; and

	(b)	without limitation to paragraph (a) above, all costs, expenses, losses or liabilities incurred by the existing or former director (including alternate director), secretary or officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning us or our affairs in any court or tribunal, whether in the Cayman Islands or elsewhere.

No such existing or former director (including alternate director), secretary or officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty, fraud, willful default or willful neglect.

To the extent permitted by the Companies Act, we may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former director (including alternate director), secretary or any of our officers in respect of any matter identified in above on condition that the director (including alternate director), secretary or officer must repay the amount paid by us to the extent that it is ultimately found not liable to indemnify the director (including alternate director), the secretary or that officer for those legal costs.

This standard of conduct is generally the same as permitted under the Delaware General Corporation Act for a Delaware corporation. In addition, we intend to enter into indemnification agreements with our directors and senior executive officers that will provide such persons with additional indemnification beyond that provided in our Memorandum and Articles of Association. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Directors’ Fiduciary Duties

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

118

As a matter of Cayman Islands law, a director owes three types of duties to the company: (i) statutory duties, (ii) fiduciary duties, and (iii) common law duties. The Companies Act imposes a number of statutory duties on a director. A Cayman Islands director’s fiduciary duties are not codified, however the courts of the Cayman Islands have held that a director owes the following fiduciary duties (a) a duty to act in what the director bona fide considers to be in the best interests of the company, (b) a duty to exercise their powers for the purposes they were conferred, (c) a duty to avoid fettering his or her discretion in the future and (d) a duty to avoid conflicts of interest and of duty. The common law duties owed by a director are those to act with skill, care and diligence that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and, also, to act with the skill, care and diligence in keeping with a standard of care commensurate with any particular skill they have which enables them to meet a higher standard than a director without those skills. In fulfilling their duty of care to us, our directors must ensure compliance with our Amended and Restated Articles, as amended and restated from time to time. We have the right to seek damages where certain duties owed by any of our directors are breached.

Shareholder Action by Written Consent

Under the Delaware General Corporation Act, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Our Amended and Restated Articles provide that any action required or permitted to be taken at general meetings of our Company may only be taken upon the vote of shareholders at general meeting, and shareholders may approve corporate matters by way of a unanimous written resolution without a meeting being held in the case of special resolution.

Shareholder Proposals

Under the Delaware General Corporation Act, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors, or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

The Companies Act does not provide shareholders with rights to requisition a general meeting nor any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our Amended and Restated Articles allow one or more of our shareholders who together hold at least 10% of the rights to vote to requisition a general meeting of our shareholders, in which case our board is obliged to call such meeting.

Cumulative Voting

Under the Delaware General Corporation Act, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. There are no prohibitions in relation to cumulative voting under the Companies Act but our Amended and Restated Articles do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Removal of Directors

Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our Amended and Restated Articles, directors may be removed by an ordinary resolution of our shareholders.

Transactions with Interested Shareholders

The Delaware General Corporation Act contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

Interested director transactions are governed by the terms of a company’s memorandum and articles of association. A director may, subject to any separate requirement for audit committee approval under applicable law, the Amended and Restated Memorandum and Articles or the Nasdaq Stock Market Listing Rules, or disqualification by the chairman of the relevant board meeting, vote in respect of certain contract or transaction in which he or she is interested, provided that the nature of the interest of any directors in such contract or transaction is disclosed by him or her at or prior to its consideration and any vote in that matter.

119

Dissolution and Winding Up

Under the Delaware General Corporation Act, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.

Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so. Under the Companies Act and our Amended and Restated Articles, our company may be dissolved, liquidated, or wound up by a special resolution of our shareholders.

Variation of Rights of Shares

Under the Delaware General Corporation Act, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under our Amended and Restated Articles, whenever our capital is divided into different classes of shares, the rights attaching to any class of share (unless otherwise provided by the terms of issue of the shares of that class) may be varied either with the consent in writing of the holders of not less than two-thirds of the issued shares of that class, or with the sanction of a resolution passed by a majority of not less than two-thirds of the holders of shares of the class present in person or by proxy at a separate general meeting of the holders of shares of that class.

Amendment of Governing Documents

Under the Delaware General Corporation Act, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under Cayman Islands law, our Memorandum and Articles of Association may only be amended by a special resolution of our shareholders.

Rights of Non-Resident or Foreign Shareholders

There are no limitations imposed by our Amended and Restated Memorandum and Articles on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our Amended and Restated Memorandum and Articles governing the ownership threshold above which shareholder ownership must be disclosed.

Anti-money Laundering — Cayman Islands

In order to comply with legislation or regulations aimed at the prevention of money laundering, we are required to adopt and maintain anti-money laundering procedures and may require subscribers to provide evidence to verify their identity and source of funds. Where permitted, and subject to certain conditions, we may also delegate the maintenance of our anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person.

We reserve the right to request such information as is necessary to verify the identity of a subscriber. In some cases the directors may be satisfied that no further information is required since an exemption applies under the Anti-Money Laundering Regulations (Revised) of the Cayman Islands, as amended and revised from time to time (the “Regulations”). Depending on the circumstances of each application, a detailed verification of identity might not be required where:

	●	the subscriber makes the payment for their investment from an account held in the subscriber’s name at a recognized financial institution; or

	●	the subscriber is regulated by a recognized regulatory authority and is based or incorporated in, or formed under the law of, a recognized jurisdiction; or

	●	the application is made through an intermediary which is regulated by a recognized regulatory authority and is based in or incorporated in, or formed under the law of a recognized jurisdiction and an assurance is provided in relation to the procedures undertaken on the underlying investors.

For the purposes of these exceptions, recognition of a financial institution, regulatory authority, or jurisdiction will be determined in accordance with the Regulations by reference to those jurisdictions recognized by the Cayman Islands Monetary Authority as having equivalent anti-money laundering regulations.

120

In the event of delay or failure on the part of the subscriber in producing any information required for verification purposes, we may refuse to accept the application, in which case any funds received will be returned without interest to the account from which they were originally debited.

We also reserve the right to refuse to make any redemption payment to a shareholder if our directors or officers suspect or are advised that the payment of redemption proceeds to such shareholder might result in a breach of applicable anti-money laundering or other laws or regulations by any person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to ensure our compliance with any such laws or regulations in any applicable jurisdiction.

If any person resident in the Cayman Islands knows or suspects or has reason for knowing or suspecting that another person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of their business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) a nominated officer (appointed in accordance with the Proceeds of Crime Act (Revised) of the Cayman Islands) or the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Act (Revised), if the disclosure relates to criminal conduct or money laundering or (ii) to a police constable or a nominated officer (pursuant to the Terrorism Act (Revised) of the Cayman Islands) or the Financial Reporting Authority, pursuant to the Terrorism Act (Revised), if the disclosure relates to involvement with terrorism or terrorist financing and terrorist property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

Data Protection in the Cayman Islands — Privacy Notice

This privacy notice explains the manner in which we collect, process, and maintain personal data about our investors pursuant to the Data Protection Act (Revised) of the Cayman Islands, as amended from time to time and any regulations, codes of practice, or orders promulgated pursuant thereto (the “DPA”).

We are committed to processing personal data in accordance with the DPA. In our use of personal data, we will be characterized under the DPA as a “data controller,” whilst certain of our service providers, affiliates, and delegates may act as “data processors” under the DPA. These service providers may process personal information for their own lawful purposes in connection with services provided to us.

By virtue of your investment in our Company, we and certain of our service providers may collect, record, store, transfer, and otherwise process personal data by which individuals may be directly or indirectly identified.

Your personal data will be processed fairly and for lawful purposes, including (a) where the processing is necessary for us to perform a contract to which you are a party or for taking pre-contractual steps at your request, (b) where the processing is necessary for compliance with any legal, tax, or regulatory obligation to which we are subject, or (c) where the processing is for the purposes of legitimate interests pursued by us or by a service provider to whom the data are disclosed. As a data controller, we will only use your personal data for the purposes for which we collected it. If we need to use your personal data for an unrelated purpose, we will contact you.

We anticipate that we will share your personal data with our service providers for the purposes set out in this privacy notice. We may also share relevant personal data where it is lawful to do so and necessary to comply with our contractual obligations or your instructions or where it is necessary or desirable to do so in connection with any regulatory reporting obligations. In exceptional circumstances, we will share your personal data with regulatory, prosecuting, and other governmental agencies or departments, and parties to litigation (whether pending or threatened), in any country or territory including to any other person where we have a public or legal duty to do so (e.g. to assist with detecting and preventing fraud, tax evasion, and financial crime or compliance with a court order).

Your personal data shall not be held by our Company for longer than necessary with regard to the purposes of the data processing.

We will not sell your personal data. Any transfer of personal data outside of the Cayman Islands shall be in accordance with the requirements of the DPA. Where necessary, we will ensure that separate and appropriate legal agreements are put in place with the recipient of that data.

We will only transfer personal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction, or damage to the personal data.

If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation to your investment into our Company, this will be relevant for those individuals and you should inform such individuals of the content.

121

You have certain rights under the DPA, including (a) the right to be informed as to how we collect and use your personal data (and this privacy notice fulfils our obligation in this respect), (b) the right to obtain a copy of your personal data, (c) the right to require us to stop direct marketing, (d) the right to have inaccurate or incomplete personal data corrected, (e) the right to withdraw your consent and require us to stop processing or restrict the processing, or not begin the processing of your personal data, (f) the right to be notified of a data breach (unless the breach is unlikely to be prejudicial), (g) the right to obtain information as to any countries or territories outside the Cayman Islands to which we, whether directly or indirectly, transfer, intend to transfer, or wish to transfer your personal data, general measures we take to ensure the security of personal data, and any information available to us as to the source of your personal data, (h) the right to complain to the Office of the Ombudsman of the Cayman Islands, and (i) the right to require us to delete your personal data in some limited circumstances.

If you consider that your personal data has not been handled correctly, or you are not satisfied with our responses to any requests you have made regarding the use of your personal data, you have the right to complain to the Cayman Islands’ Ombudsman. The Ombudsman can be contacted by calling +1 (345) 946-6283 or by email at info@ombudsman.ky.

Legislation of the Cayman Islands

The Cayman Islands, together with several other non-European Union jurisdictions, have recently introduced legislation aimed at addressing concerns raised by the Council of the European Union as to offshore structures engaged in certain activities which attract profits without real economic activity. With effect from January 1, 2019, the International Tax Co-operation (Economic Substance) Act (Revised) (the “Substance Act”) came into force in the Cayman Islands introducing certain economic substance requirements for in-scope Cayman Islands entities which are engaged in certain “relevant activities,” which in the case of exempted companies incorporated before January 1, 2019, applies in respect of financial years commencing July 1, 2019, onwards. However, it is anticipated that our Company may remain out of scope of the legislation or else be subject to more limited substance requirements.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to the offering, we had 27,000,000 Ordinary Shares, consist of 9,450,000 Class A Ordinary Shares and 17,550,000 Class B Ordinary Shares, issued and outstanding, which includes 4,272,000 Class A Ordinary Shares, 222,222 Class A Ordinary Shares were originally Class B Ordinary Shares, offered by the Selling Shareholders. Upon completion of this offering, we will have 30,000,000 Ordinary Shares, consist of 12,672,222 Class A Ordinary Shares and 17,327,778 Class B Ordinary Shares, issued and outstanding, assuming the underwriters do not exercise their over-allotment option to purchase additional Ordinary Shares and 17,327,778 Class A Ordinary Shares outstanding if the over-allotment option is exercised in full. This includes 4,272,000 Class A Ordinary Shares, 222,222 Class A Ordinary Shares were originally Class B Ordinary Shares, offered by the Selling Shareholders.

All of the Ordinary Shares sold in this offering will be freely transferable by persons other than by our “affiliates” without restriction or further registration under the Securities Act. Sales of substantial amounts of our Ordinary Shares in the public market could adversely affect prevailing market prices of our Ordinary Shares. Prior to this offering, there has been no public market for our Class A Ordinary Shares. Rule 144 of the Securities Act defines an “affiliate” of a company as a person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, our Company. All of our Class A Ordinary Shares outstanding immediately prior to the completion of this offering are “restricted securities” as that term is defined in Rule 144 because they were issued in a transaction or series of transactions not involving a public offering. Restricted securities may be sold only if they are the subject of an effective registration statement under the Securities Act, or if they are sold pursuant to an exemption from the registration requirement of the Securities Act such as those provided for in Rules 144 promulgated under the Securities Act, which rule is summarized below. Restricted shares may also be sold outside of the United States to non-U.S. persons in accordance with Rule 904 of Regulation S under the Securities Act. This prospectus may not be used in connection with any resale of our Class A Ordinary Shares acquired in this offering by our affiliates.

Sales of substantial amounts of our Class A Ordinary Shares in the public market could adversely affect the prevailing market prices of our Class A Ordinary Shares. Prior to this offering, there has been no public market for our Ordinary Shares. We have applied for listing on the Nasdaq Capital Market under the symbol “MEDG” for the Ordinary Shares we are offering. The initial public offering price (the “Offering Price”) will be US$[5.00] per Class A Ordinary Share. We have not been approved for listing on the Nasdaq Capital Market. Management believes that we currently meet the Nasdaq Capital Market’s quantitative listing requirements and believe that upon the completion of the offering, we will meet the standards for listing on the Nasdaq Capital Market although we cannot assure you that a regular trading market will develop in the Class A Ordinary Shares.

Lock-Up Agreements

Our directors, officers, and holders of 5% or greater shareholders (other than other than the holders of those shares being registered in the Resale Prospectus that forms a part of this Registration Statement) have agreed with the underwriters, for a period of six months after the date of this prospectus, subject to certain exceptions, not to offer, sell or otherwise transfer or dispose of, directly or indirectly, any Class A Ordinary Shares of the Company or any securities convertible into or exercisable or exchangeable for Class A Ordinary Shares of the Company.

122

In addition, the Company has further agreed for a period of 180 days after the date of this prospectus, not to, except in connection with this offering, offer, sell or otherwise transfer or dispose of, directly or indirectly, any Class A Ordinary Shares or any securities convertible into or exercisable or exchangeable for Class A Ordinary Shares, or file or cause to be filed any registration statement with the SEC relating to the offering of any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, other than post-effective amendments to its Resale Registration Statement. See “Underwriting - Lock-Up Agreements.”

We cannot predict what effect, if any, future sales of our Class A Ordinary Shares, or the availability of Class A Ordinary Shares for future sale, will have on the trading price of our Class A Ordinary Shares from time to time. Sales of substantial amounts of our Class A Ordinary Shares in the public market, or the perception that these sales could occur, could adversely affect the trading price of our Class A Ordinary Shares.

Rule 144

In general, under Rule 144 as currently in effect, once we have been subject to the public company reporting requirements of Section 13 or Section 15(d) of the Exchange Act for at least 90 days, persons who are not our affiliates and have beneficially owned our Class A Ordinary Shares for more than six months but not more than one year may sell such Class A Ordinary Shares without registration under the Securities Act subject to the availability of current public information about us. Persons who are not our affiliates and have beneficially owned our Class A Ordinary Shares for more than one year may freely sell our Class A Ordinary Shares without registration under the Securities Act. Persons who are our affiliates (including persons beneficially owning 10% or more of our outstanding shares), and have beneficially owned our Class A Ordinary Shares for at least six months, may sell within any three-month period a number of restricted securities that does not exceed the greater of the following:

	●	1.0% of the then outstanding Class A Ordinary Shares; or

	●	the average weekly trading volume of our Class A Ordinary Shares during the four calendar weeks preceding the date on which notice of the sale on Form 144 is filed with the SEC by such person.

Such sales are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about us. In addition, in each case, these shares would remain subject to any applicable lock-up arrangements and would only become eligible for sale when the lock-up period expires.

EXPENSES RELATED TO THIS OFFERING

Set forth below is an itemization of the total expenses, excluding underwriting discounts, which are expected to be incurred by us in connection with the offer and sale of the Ordinary Shares by us. With the exception of the SEC registration fee, the Financial Industry Regulatory Authority (“FINRA”) filing fee and the Nasdaq market entry and listing fee, all amounts are estimates.

	US$
SEC registration fee		[●]
FINRA filing fee		[●]
Nasdaq market entry and listing fee		[●]
Printing and engraving expenses		[●]
Legal fees and expenses, including underwriter’s counsel		[●]
Underwriter’s expenses		[●]
Advisory fee – TopX Consultancy Limited		[100,000]
Miscellaneous		[●]
Total		[●]

These expenses will be borne by us.

123

MATERIAL TAX CONSIDERATIONS

The following summary of certain Cayman Islands and U.S. federal income tax consequences of an investment in our Ordinary Shares is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in the Ordinary Shares, such as the tax consequences under U.S. state and local tax laws or under the tax laws of jurisdictions other than the Cayman Islands and the United States. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local or foreign law of the ownership of our Ordinary Shares. To the extent that this discussion relates to matters of Cayman Islands tax law, it is the opinion of Ogier, our counsel as to Cayman Islands law.

Cayman Islands Tax Considerations

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation, and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to our Company levied by the Government of the Cayman Islands save for certain stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. The Cayman Islands is a party to a double tax treaty entered with the United Kingdom in 2010 but is otherwise not party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

Payments of dividends and capital in respect of our Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of our Ordinary Shares, as the case may be, nor will gains derived from the disposal of our Ordinary Shares be subject to Cayman Islands income or corporation tax.

The Cayman Islands enacted the International Tax Co-operation (Economic Substance) Act (Revised) together with the Guidance Notes published by the Cayman Islands Tax Information Authority from time to time. The Company is required to comply with the economic substance requirements from July 1, 2019 and make an annual report in the Cayman Islands as to whether or not it is carrying on any relevant activities and if it is, it must satisfy an economic substance test.

United States Federal Income Tax Considerations

The following discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of our Class A Ordinary Shares by U.S. Holders (as defined below) that acquire our Ordinary Shares in this offering and hold our Class A Ordinary Shares as “capital assets” (generally, property held for investment) under the United States Internal Revenue Code of 1986, as amended (the “Code”). This discussion is based upon existing United States federal income tax law, which is subject to differing interpretations or change, possibly with retroactive effect. There can be no assurance that the Internal Revenue Service, or the IRS, or a court will not take a contrary position. This discussion does not address all aspects of United States federal income taxation that may be relevant to particular investors in light of their specific circumstances, including investors subject to special tax rules (for example, certain financial institutions (including banks), cooperatives, pension plans, insurance companies, broker-dealers, traders in securities that have elected the mark-to-market method of accounting for their securities, partnerships and their partners, regulated investment companies, real estate investment trusts and tax-exempt organizations (including private foundations)), investors who are not U.S. Holders, investors who own (directly, indirectly, or constructively) 10% or more of our stock (by vote or value), investors that will hold their Class A Ordinary Shares as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for United States federal income tax purposes or U.S. Holders that have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this discussion does not discuss any non-United States tax, state or local tax, or non-income tax (such as the U.S. federal gift or estate tax) considerations, or any consequences under the alternative minimum tax or medicare tax on net investment income. Each U.S. Holder is urged to consult its tax advisor regarding the United States federal, state, local, and non-United States income and other tax considerations of an investment in our Class A Ordinary Shares.

General

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our Class A Ordinary Shares that is, for United States federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal income tax purposes) created in, or organized under the laws of, the United States or any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a United States person under the Code.

If a partnership (or other entity or arrangement treated as a partnership for United States federal income tax purposes) is a beneficial owner of our Class A Ordinary Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner as a U.S. Holder, as described above, and the activities of the partnership. Partnerships holding our Class A Ordinary Shares and partners in such partnerships are urged to consult their tax advisors as to the particular United States federal income tax consequences of an investment in our Class A Ordinary Shares.

124

Dividends

The entire amount of any cash distribution paid with respect to our Ordinary Shares (including the amount of any non-U.S. taxes withheld therefrom, if any) generally will constitute dividends to the extent such distributions are paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles, and generally will be taxed as ordinary income in the year received by such U.S. Holder. To the extent amounts paid as distributions on the Ordinary Shares exceed our current or accumulated earnings and profits, such distributions will not be dividends but instead will be treated first as a tax-free return of capital to the extent of the U.S. Holder’s adjusted tax basis, determined for federal income tax purposes, in the Ordinary Shares with respect to which the distribution is made, and thereafter as capital gain. However, we do not intend to compute (or to provide U.S. Holders with the information necessary to compute) our earnings and profits under United States federal income tax principles. Accordingly, a U.S. Holder will be unable to establish that a distribution is not out of earnings and profits and should expect to treat the full amount of each distribution as a “dividend” for United States federal income tax purposes.

Any dividends that we pay will generally be treated as income from foreign sources for United States foreign tax credit purposes and will generally constitute passive category income. Depending on the U.S. Holder’s particular facts and circumstances, a U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed (at a rate not exceeding any applicable treaty rate) on dividends received on our Ordinary Shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction, for United States federal income tax purposes, in respect of such withholdings, but only for a year in which such U.S. Holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex. U.S. Holders are advised to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

Dividends paid in non-U.S. currency will be included in the gross income of a U.S. Holder in a U.S. dollar amount calculated by reference to a spot market exchange rate in effect on the date that the dividends are received by the U.S. Holder, regardless of whether such foreign currency is in fact converted into U.S. dollars on such date. Such U.S. Holder will have a tax basis for United States federal income tax purposes in the foreign currency received equal to that U.S. dollar value. If such dividends are converted into U.S. dollars on the date of receipt, a U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect thereof. If the foreign currency so received is not converted into U.S. dollars on the date of receipt, such U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any gain or loss on a subsequent conversion or other disposition of the foreign currency generally will be treated as ordinary income or loss to such U.S. Holder and generally will be income or loss from sources within the United States for foreign tax credit limitation purposes. U.S. Holders should consult their own tax advisors regarding the treatment of foreign currency gain or loss, if any, on any foreign currency received by a U.S. Holder that is converted into U.S. dollars on a date subsequent to receipt.

Sale or Other Disposition of Class A Ordinary Shares

A U.S. Holder will generally recognize capital gain or loss upon a sale or other disposition of Class A Ordinary Shares, in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis, determined for federal income tax purposes, in such Class A Ordinary Shares, each amount determined in U.S. dollars. Any capital gain or loss will be long-term capital gain or loss if the Class A Ordinary Shares have been held for more than one year and will generally be United States source gain or loss for United States foreign tax credit purposes. The deductibility of a capital loss may be subject to limitations, particularly with regard to shareholders who are individuals. Each U.S. Holder is advised to consult its tax advisor regarding the tax consequences if a foreign tax is imposed on a disposition of our Class A Ordinary Shares, including the availability of the foreign tax credit under its particular circumstances.

A U.S. Holder that receives a currency other than U.S. dollars on the disposition of our Class A Ordinary Shares will realize an amount equal to the U.S. dollar value of the non-U.S. currency received at the spot rate on the date of sale (or, if the Class A Ordinary Shares are traded on a recognized exchange and in the case of cash basis and electing accrual basis U.S. Holders, the settlement date). An accrual basis U.S. Holder that does not elect to determine the amount realized using the spot rate on the settlement date will recognize foreign currency gain or loss equal to the difference between the U.S. dollar value of the amount received based on the spot market exchange rates in effect on the date of sale or other disposition and the settlement date. A U.S. Holder will have a tax basis in the currency received equal to the U.S. dollar value of the currency received on the settlement date. Any gain or loss on a subsequent disposition or conversion of the currency will be United States source ordinary income or loss.

Passive Foreign Investment Company Considerations

For United States federal income tax purposes, a non-United States corporation, such as our Company, will be treated as a “passive foreign investment company,” or “PFIC” if, in the case of any particular taxable year, either (a) 75% or more of our gross income for such year consists of certain types of “passive” income or (b) 50% or more of the value of our assets (generally determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Based upon our current and expected income and assets (including goodwill and taking into account the expected proceeds from this offering) and the expected market price of our Ordinary Shares following this offering, we do not expect to be a PFIC for the current taxable year or the foreseeable future.

125

However, while we do not expect to be or become a PFIC, no assurance can be given in this regard because the determination of whether we are or will become a PFIC for any taxable year is a fact-intensive inquiry made annually that depends, in part, upon the composition and classification of our income and assets. Fluctuations in the market price of our Class A Ordinary Shares may cause us to be or become a PFIC for the current or subsequent taxable years because the value of our assets for the purpose of the asset test, including the value of our goodwill and other unbooked intangibles, may be determined by reference to the market price of our Class A Ordinary Shares (which may be volatile). The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering. It is also possible that the Internal Revenue Service may challenge our classification of certain income or assets for purposes of the analysis set forth in subparagraphs (a) and (b), above or the valuation of our goodwill and other unbooked intangibles, which may result in our company being or becoming a PFIC for the current or future taxable years.

If we are classified as a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares, and unless the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the Ordinary Shares); and (ii) any gain realized on the sale or other disposition, including, under certain circumstances, a pledge, of Ordinary Shares. Under the PFIC rules:

	●	such excess distribution and/or gain will be allocated ratably over the U.S. Holder’s holding period for the Class A Ordinary Shares;

	●	such amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are a PFIC, each a pre-PFIC year, will be taxable as ordinary income;

	●	such amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to the U.S. Holder for that year; and

	●	an interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year.

If we are a PFIC for any taxable year during which a U.S. Holder holds our Class A Ordinary Shares, and we own any equity in a non-United States entity that is also a PFIC, or a lower-tier PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. U.S. Holders are advised to consult their tax advisors regarding the application of the PFIC rules to any of the entities in which we may own equity.

As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with respect to such stock, provided that certain requirements are met. The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the SEC, or on a foreign exchange or market that the IRS determines is a qualified exchange that has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. Although we intend to apply for the listing of our Class A Ordinary Shares on Nasdaq, we cannot guarantee that our listing will be approved. Furthermore, we cannot guarantee that, once listed, our Class A Ordinary Shares will continue to be listed and regularly traded on such exchange. U.S. Holders are advised to consult their tax advisors as to whether the Class A Ordinary Shares are considered marketable for these purposes.

If an effective mark-to-market election is made with respect to our Class A Ordinary Shares, the U.S. Holder will generally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of Class A Ordinary Shares held at the end of the taxable year over its adjusted tax basis of such Class A Ordinary Shares; and (ii) deduct as an ordinary loss the excess, if any, of its adjusted tax basis of the Class A Ordinary Shares held at the end of the taxable year over the fair market value of such Class A Ordinary Shares held at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the Class A Ordinary Shares would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes an effective mark-to-market election, in each year that we are a PFIC, any gain recognized upon the sale or other disposition of the Class A Ordinary Shares will be treated as ordinary income and loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.

If a U.S. Holder makes a mark-to-market election in respect of a PFIC, and such corporation ceases to be a PFIC, the U.S. Holder will not be required to take into account the mark-to-market gain or loss described above during any period that such corporation is not a PFIC.

Because a mark-to-market election generally cannot be made for any lower-tier PFICs that a PFIC may own, a U.S. Holder who makes a mark-to-market election with respect to our Class A Ordinary Shares may continue to be subject to the general PFIC rules with respect to such U.S. Holder’s indirect interest in any of our non-United States subsidiaries if any of them is a PFIC.

If a U.S. Holder owns our Class A Ordinary Shares during any taxable year that we are a PFIC, such holder would generally be required to file an annual IRS Form 8621. Each U.S. Holder is advised to consult its tax advisor regarding the potential tax consequences to such holder if we are or become a PFIC, including the possibility of making a mark-to-market election.

126

Hong Kong Profits Tax Considerations

Our subsidiaries incorporated in Hong Kong were subject to Hong Kong profits tax at a rate of 8.25% for assessable profits on the first HK$2,000,000 and 16.5% on their remaining assessable profits generated from operations arising in or derived from Hong Kong for the year of assessment of 2020/2021 and 2019/2020. As from year of assessment of 2018/2019 onwards, Hong Kong profits tax rates are 8.25% on assessable profits up to HK$2,000,000 and 16.5% on any part of assessable profits over HK$2,000,000. Under Hong Kong tax laws, our Hong Kong subsidiaries are exempted from Hong Kong income profits tax on its foreign-derived income profits. In addition, payments of dividends from our Hong Kong subsidiaries to us are not subject to any tax withholding in Hong Kong.

Taxation of Dividends

Under the current practices of the Hong Kong Inland Revenue Department, no tax is payable in Hong Kong in connection with dividends paid by us, either by withholding or otherwise, unless such dividends are attributable to a trade, profession or business carried on in Hong Kong.

Profits

No tax is imposed in Hong Kong in respect of capital gains from the sale of the Ordinary Shares. Trading gains from the sale of Ordinary Shares by persons carrying on a trade, profession, or business in Hong Kong, where such gains are derived from or arise in Hong Kong from such trade, profession or business will be chargeable to Hong Kong profits tax which is imposed at the rates of 8.25% on assessable profits up to HK$2,000,000 and 16.5% on any part of assessable profits over HK$2,000,000 on corporations and at the rates of 7.5% on assessable profits up to HK$2,000,000 and 15.0% on any part of assessable profits over HK$2,000,000 on unincorporated businesses from the year of assessment commencing on or after April 1, 2018. Liability for Hong Kong profits tax would thus arise in respect of trading gains from sales of Ordinary Shares realized by persons carrying on a business of trading or dealing in securities in Hong Kong.

THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PARTICULAR INVESTOR. EACH PROSPECTIVE INVESTOR IN OUR ORDINARY SHARES IS URGED TO CONSULT ITS OWN TAX ADVISER ABOUT THE TAX CONSEQUENCES TO IT OF OWNING AND DISPOSING OF OUR ORDINARY SHARES IN LIGHT OF SUCH PROSPECTIVE INVESTOR’S OWN CIRCUMSTANCES.

UNDERWRITING

We have entered into an underwriting agreement dated [●], 2025 with WestPark Capital, Inc. (“WestPark” or the “Representative”), acting as the representative of the underwriters named below with respect to the Class A Ordinary Shares subject to this offering. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters, and each underwriter named below has severally agreed to purchase from us, on a firm commitment basis, the number of the Class A Ordinary Shares set forth opposite its name below, at the public offering price, less the underwriting discount set forth on the cover page of this prospectus:

Name	Number of Ordinary Shares
WestPark Capital, Inc.		[●]
Total		[●]

The underwriters are offering the Class A Ordinary Shares subject to their acceptance of the Ordinary Shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the Class A Ordinary Shares offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the Class A Ordinary Shares offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the Class A Ordinary Shares covered by the underwriters’ over-allotment option described below.

Our Ordinary Shares are offered subject to a number of conditions, including:

	●	receipt and acceptance of our Class A Ordinary Shares by the underwriters; and

	●	the underwriters’ right to reject orders in whole or in part.

We have granted to the underwriters an option, exercisable for forty-five (45) days from the date of this prospectus, to purchase up to an additional [450,000] Ordinary Shares (fifteen percent (15%) of the shares of Ordinary Shares sold in this offering) at the price of $[●] per Ordinary Share. The option may be exercised in whole or in part, and may be exercised more than once, during the 45-day option period. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering contemplated by this prospectus. To the extent that the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase the same percentage of the additional Ordinary Shares as the number listed next to the underwriter’s name in the preceding table bears to the total number of Ordinary Shares listed next to the names of all underwriters in the preceding table. If any additional Ordinary Shares are purchased, the underwriters will offer these Ordinary Shares on the same terms as those on which the other Ordinary Shares are being offered.

127

The Representative has advised us that it proposes to offer the Class A Ordinary Shares to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of US$ [●] per share. The underwriters may allow, and certain dealers may re-allow a discount from the concession not in excess of US$[●] per Class A Ordinary Share to certain brokers and dealers. After this offering, the public offering price, concession, and reallowance to dealers may be reduced by the Representative. No such reduction shall change the amount of proceeds to be received by us as set forth on the cover page of this prospectus. The securities are offered by the underwriters as stated herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part. The underwriters have informed us that they do not intend to confirm sales to any accounts over which they exercise discretionary authority. We have been advised by WestPark that the underwriters intend to make a market in our Class A Ordinary Shares but that they are not obligated to do so and may discontinue making a market at any time without notice.

In connection with this offering, certain of the underwriters or securities dealers may distribute prospectuses electronically.

Discounts, Commission and Expenses

The underwriting discounts and commissions are six percent (6%) of the initial public offering price.

As additional compensation to the underwriters, upon consummation of this offering, we will issue to the underwriter or its designees warrants to purchase an aggregate number of Class A Ordinary Shares equal to 3.33% of the number of Class A Ordinary Shares issued in this offering, at an exercise price per share equal to 120% of the initial public offering price (the “Underwriter Warrants”). The Underwriter Warrants and the underlying Class A Ordinary Shares will not be exercised, sold, transferred, assigned, or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Underwriter Warrants by any person for a period of 180 days from the effective date of the registration statement for this offering in accordance with FINRA Rule 5110. The Underwriter Warrants will expire on the fifth anniversary of the effective date of the registration statement for this offering. The Underwriter Warrants will contain standard anti-dilution provisions and demand and piggyback registration rights.

The following table shows the price per Class A Ordinary Share and total public offering price, underwriting discounts and commissions and proceeds before expenses to us. These amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option.

Total

Per Share

No Exercise

Full Exercise

Public offering price

US$

[●]

Underwriting discounts and commissions to be paid by us:

US$

[●]

Proceeds, before expenses, to us

US$

[●]

In connection with and upon closing of the offering contemplated herein, we will also pay to the Representative a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by us from the sale of the Class A Ordinary Shares.

Additionally, we have paid to WestPark US$40,000 (the “Advance”) upon the execution of the engagement letter by and between WestPark and us as an advance against actual out-of-pocket expenses, which shall be applied towards the underwriting discount. WestPark shall return any portion of the Advance not used to pay its accountable out-of-pocket expenses actually incurred in accordance with FINRA Rule 5110(g)(4).

In addition, we have also agreed to pay all reasonable, necessary and accountable out-of-pocket expenses relating to the offering: (a) all filing fees and expenses relating to the registration of the Class A Ordinary Shares with the Commission; (b) all fees and expenses relating to the listing of the Class A Ordinary Shares on a national exchange, if applicable; (c) all fees, expenses and disbursements relating to the registration or qualification of the Securities under the “blue sky” securities laws of such states and other jurisdictions as WestPark may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be WestPark’s counsel) unless such filings are not required in connection with the Company’s proposed listing on a national exchange, if applicable; (d) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws of such foreign jurisdictions as WestPark may reasonably designate; (e) the costs of all mailing and printing of the offering documents; (f) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to WestPark; (g) the fees and expenses of the Company’s accountants; (h) all filing fees associated with the review of the offering by FINRA; (i) WestPark’s actual accountable road show expenses for the offering; (j) the cost associated with WestPark’s use of book building, prospectus tracking and compliance software for the offering; and (l) the fees for WestPark’s legal counsel; and (m) all fees, expenses, and disbursements relating to background checks of the Company’s directors and officers in an amount not to exceed US$150,000 in the aggregate. The Company will pay WestPark 1% of the gross proceeds derived from the offering for unaccountable expenses allowance.

128

Right of First Refusal

We have agreed to grant the representative, for the one-year period following the date of our engagement letter with the Representative, a right of first refusal to provide investment banking services to us on an exclusive basis in all matters for which investment banking services are sought by us (such right, the “Right of First Refusal”), which right is exercisable in the Representative’s sole discretion but is non-assignable. For these purposes, investment banking services shall include, without limitation, (a) acting as lead manager for any underwritten public offering; (b) acting as exclusive placement agent, initial purchaser or financial advisor in connection with any private offering of securities of the Company; and (c) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of our company, and any merger or consolidation of our company with another entity. Notwithstanding the foregoing, if the Representative declines to exercise its right of first refusal for any specific offering, and we complete such offering with another investment banking firm, then the Representative shall not have the right of first refusal for any future offerings of our company. In addition, if we receive a proposal from a “bulge bracket” underwriter to undertake a financing, the Representative shall not have the right of first refusal referenced herein (provided, however, that we must use commercially reasonable efforts to cause such underwriter to permit the representative to participate in such financing).

Board Representation

In connection with the offering, we granted the Representative the right, for a period of one (1) year or until they decline to participate in a future Company securities financing, which ever date occurs first, to (a) designate one nominee for election to our Board of Directors, or (b) designate one consultant to our Board of Directors, which such nominee or consultant will be mutually agreeable to both Representative and us. Should the Representative elect the latter, the consultant shall have the right to attend all Board of Directors and Board committee meetings (subject to exclusion if necessary to preserve attorney-client privilege) and shall be compensated as if he/she were a member of the Board of Directors.

Indemnification

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act and liabilities arising from breaches of representations and warranties contained in the underwriting agreement, or to contribute to payments that the underwriters may be required to make in respect of those liabilities.

Concurrently with the execution and delivery of the underwriting agreement, we will set up an escrow account and will fund such account with $150,000 from this offering that may be utilized by the underwriters to fund any bona fide indemnification claims of the underwriters arising during a six month period following the offering. The escrow account will be interest bearing. All funds that are not subject to an indemnification claim will be returned to us after the applicable period expires. We will pay the reasonable fees and expenses of the escrow agent.

Lock-Up Agreements

We, our directors, executive officers and principal shareholders (defined as owners of 1% or more of our Ordinary Shares) have agreed, subject to limited exceptions, not to offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of our Ordinary Shares, or securities convertible into or exercisable or exchangeable for Ordinary Shares for a period of 180 days from [●], 2025, without the prior written consent of the Representative.

No Sales of Similar Securities or Repurchases

Without the Representative’s prior written consent, we have agreed not to:

	●	sell any shares of our capital stock or issue warrants or options, except as may be required pursuant to our employee benefits plans and described in herein; or
	●	purchase any shares of our capital stock

during the one (1) year period following the closing of the offering contemplated hereby (other than repurchases at cost or without cost pursuant to the terms of any applicable stock option or restricted stock purchase agreement).

129

Nasdaq Capital Market Listing

We have applied to have our Class A Ordinary Shares approved for listing on the Nasdaq Capital Market under the symbol “MEDG”. We make no representation that such application will be approved or that our Class A Ordinary Shares will trade on such market either now or at any time in the future; notwithstanding the foregoing, we will not close this offering unless such Class A Ordinary Shares will be listed on the Nasdaq Capital Market at the completion of this offering.

Electronic Distribution

A prospectus in electronic format may be made available on websites or through other online services maintained by the Representative or by its affiliates. Other than the prospectus in electronic format, the information on the Representative’s website and any information contained in any other website maintained by it is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by the Company or the Representative in its capacity as an underwriter, and should not be relied upon by investors.

Any underwriter who is a qualified market maker on the Nasdaq Capital Market may engage in passive market making transactions on the Nasdaq Capital Market in accordance with Rule 103 of Regulation M, during the Business Day prior to the pricing of the offering, before the commencement of offers or sales. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded.

No Public Market

Prior to this offering, there has not been a public market for our securities in the U.S., and the public offering price for our Class A Ordinary Shares will be determined through negotiations between the Company and the underwriters. Among the factors to be considered in these negotiations will be prevailing market conditions, our financial information, market valuations of other companies that the Company and the underwriters believe to be comparable to us, estimates of our business potential, the present state of our development and other factors deemed relevant.

We offer no assurances that the initial public offering price will correspond to the price at which our Class A Ordinary Shares will trade in the public market subsequent to this offering or that an active trading market for our Class A Ordinary Shares will develop and continue after this offering.

Price Stabilization, Short Positions and Penalty Bids

Until the distribution of the Class A Ordinary Shares offered by this prospectus is completed, rules of the SEC may limit the ability of the underwriters to bid for and to purchase our Class A Ordinary Shares. As an exception to these rules, the underwriters may engage in transactions effected in accordance with Regulation M under the Exchange Act that are intended to stabilize, maintain, or otherwise affect the price of our Class A Ordinary Shares. The underwriters may engage in over-allotment sales, syndicate covering transactions, stabilizing transactions and penalty bids in accordance with Regulation M.

● Stabilizing transactions consist of bids or purchases made by the managing underwriter for the purpose of preventing or slowing a decline in the market price of our securities while this offering is in progress.

● Short sales and over-allotments occur when the managing underwriter, on behalf of the underwriting syndicate, sells more of our shares than they purchase from us in this offering. In order to cover the resulting short position, the managing underwriter may exercise the overallotment option described above and/or may engage in syndicate covering transactions. There is no contractual limit on the size of any syndicate covering transaction. The underwriters will deliver a prospectus in connection with any such short sales. Purchasers of shares sold short by the underwriters are entitled to the same remedies under the federal securities laws as any other purchaser of units covered By the registration statement.

130

● Syndicate covering transactions are bids for or purchases of our securities on the open market by the managing underwriter on behalf of the underwriters in order to reduce a short position incurred by the managing underwriter on behalf of the underwriters.

● A penalty bid is an arrangement permitting the managing underwriter to reclaim the selling concession that would otherwise accrue to an underwriter if the Class A Ordinary Shares originally sold by the underwriter were later repurchased by the managing underwriter and therefore were not effectively sold to the public by such underwriter.

Stabilization, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our Class A Ordinary Shares or preventing or retarding a decline in the market price of our Class A Ordinary Shares. As a result, the price of our Class A Ordinary Shares may be higher than the price that might otherwise exist in the open market.

Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the prices of our Class A Ordinary Shares. These transactions may occur on the Nasdaq Capital Market or on any trading market. If any of these transactions are commenced, they may be discontinued without notice at any time.

Other Relationships

The underwriters and certain of their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing, and brokerage activities. Some of the underwriters and certain of their affiliates may in the future engage in investment banking and other commercial dealings in the ordinary course of business with us and our affiliates, for which they may in the future receive customary fees, commissions, and expenses. In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Selling Restrictions

Canada

Our securities may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of our securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Regulation, or each, a Relevant Member State, an offer to the public of our securities may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of our securities may be made at any time under the following exemptions under the Prospectus Regulation, if they have been implemented in that Relevant Member State:

(i)	to any legal entity which is a qualified investor as defined in the Prospectus Regulation;

(ii)	to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or

(iii)	in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of securities shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to our securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase any securities, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

131

United Kingdom

Each underwriter has represented and agreed that:

(a)	it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”) received by it in connection with the issue or sale of our securities in circumstances in which Section 21(1) of the FSMA does not apply to us; and

(b)	it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the securities in, from or otherwise involving the United Kingdom.

Hong Kong

Our securities may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong), (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the securities may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to the securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder.

Japan

No registration pursuant to Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) (the “FIEL”) has been made or will be made with respect to the solicitation of the application for the acquisition of our securities.

Accordingly, the securities have not been, directly or indirectly, offered or sold and will not be, directly or indirectly, offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements, and otherwise in compliance with, the FIEL and the other applicable laws and regulations of Japan.

For Qualified Institutional Investors (“QII”)

Please note that the solicitation for newly-issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the Class A Ordinary Shares constitutes either a “QII only private placement” or a “QII only secondary distribution” (each as described in Paragraph 1, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the Ordinary Shares. The securities may only be transferred to QIIs.

For Non-QII Investors

Please note that the solicitation for newly-issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the securities constitutes either a “small number private placement” or a “small number private secondary distribution” (each as is described in Paragraph 4, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the securities. The securities may only be transferred en bloc without subdivision to a single investor.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of our securities may not be circulated or distributed, nor may the securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the SFA) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where our securities are subscribed or purchased under Section 275 by a relevant person which is a corporation (which is not an accredited investor as defined in Section 4A of the SFA) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities or securities-based derivatives contracts (each as defined in Section 2(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired our securities under Section 275 except: (a) to an institutional investor under Section 274 of the SFA or to a relevant person, (b) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA; (c) where no consideration is or will be given for the transfer; (d) where such transfer is by operation of law; or (e) as specified in Section 276(7) of the SFA.

Where the securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, or (5) as specified in Section 276(7) of the SFA.

South Korea. The Class A Ordinary Shares may not be offered, sold and delivered directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in South Korea or to any resident of South Korea except pursuant to the applicable laws and regulations of South Korea, including the Financial Investment Services and Capital Markets Act and the Foreign Exchange Transaction Law and the decrees and regulations thereunder. The Class A Ordinary Shares have not been registered with the Financial Services Commission of South Korea for public offering in South Korea. Furthermore, the Class A Ordinary Shares may not be re-sold to South Korean residents unless the purchaser of the shares complies with all applicable regulatory requirements (including but not limited to government approval requirements under the Foreign Exchange Transaction Law and its subordinate decrees and regulations) in connection with their purchase.

Taiwan. The shares have not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be offered or sold in Taiwan through a public offering or in circumstances which constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or relevant laws and regulations that require a registration, filing or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer or sell the shares in Taiwan.

United Kingdom. An offer of the shares may not be made to the public in the United Kingdom within the meaning of Section 102B of the Financial Services and Markets Act 2000, as amended, or the FSMA, except to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances that do not require the publication by the company of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority, or the FSA.

An invitation or inducement to engage in investment activity (within the meaning of Section 21 of FSMA) may only be communicated to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which Section 21 of FSMA does not apply to the company.

All applicable provisions of the FSMA with respect to anything done by the Underwriter in relation to the shares must be complied with in, from or otherwise involving the United Kingdom.

132

LEGAL MATTERS

Certain legal matters in connection with this offering with respect to United States federal securities law will be passed upon us by K&L Gates LLP. The underwriters are being represented by Haneberg Hurlbert PLC with respect to certain legal matters as to United States federal securities laws. The validity of the Ordinary Shares offered in this offering and other certain legal matters as to Cayman Islands law will be passed upon for us by Ogier. Certain legal matters as to Hong Kong law will be passed upon for us by O Tse & Co. Cayman Islands may rely upon Ogier with respect to matters governed by Cayman Islands law and O Tse & Co. with respect to matters governed by Hong Kong law.

EXPERTS

The financial statements as of June 30, 2024, and 2023 included in this prospectus have been audited by TAAD LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements have been so included in reliance upon the report of such firm given upon the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement, including relevant exhibits, with the SEC on Form F-1 under the Securities Act with respect to the underlying Class A Ordinary Shares to be sold in this offering. For the purposes of this section, the term “registration statement” means the original registration statement and any and all amendments thereto including the schedules and exhibits to the original registration statement or any amendment. This prospectus, which constitutes a part of the registration statement on Form F-1, does not contain all of the information contained in the registration statement. You should read our registration statement and the exhibits and schedules thereto for further information with respect to us and our Ordinary Shares.

Immediately upon the effectiveness of the registration statement on Form F-1 of which this prospectus forms a part, we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC, including the registration statement, can be obtained over trnet at the SEC’s website at www.sec.gov or inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of documents, upon payment of a duplicating fee, by writing to the SEC.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are 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. companies whose securities are registered under the Exchange Act. As we are a foreign private issuer, we will be required to file our annual report on Form 20-F within 120 days of the end of each year. However, we intend to furnish the depositary with our annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meetings and other reports and communications that are made generally available to our shareholders.

133

[RESALE PROSPECTUS ALTERNATE PAGE]

PRELIMINARY PROSPECTUS

Subject to Completion, dated [●], 2025

3,000,000 Ordinary Shares to be sold by the Selling Shareholders

MEDI Group Limited

This prospectus relates to 4,272,222 of our Class A Ordinary Shares $0.0001 par value (the “Class A Ordinary Shares”), of MEDI Group Limited that may be sold from time to time by the selling shareholders named in this prospectus (the “Selling Shareholders”). This will only permit the Selling Shareholders to sell the number of Class A Ordinary Shares identified in the column “Shares to be Offered” below. Since there is currently no public market established for our securities, the Selling Shareholders will sell their respect Class A Ordinary Shares at the price at which we sell shares in our public offering pursuant to the registration statement of which this prospectus is a part, which will be US$[5.00] per Class A Ordinary Share until the Class A Ordinary Shares are quoted on the Nasdaq Capital Market, after which the Class A Ordinary Shares may be offered and sold at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from the sale of our Class A Ordinary Shares by the Selling Shareholders. The Class A Ordinary Shares owned by the Selling Shareholders are “restricted” securities under applicable United States federal and state securities laws and are being registered pursuant to this prospectus to enable the Selling Shareholders to sell those Class A Ordinary Shares. The Company will not receive any proceeds from the sale of the Class A Ordinary Shares by the Selling Shareholders.

Prior to this offering, there has been no public market for our Class A Ordinary Shares. We have applied to list our Class A Ordinary Shares on the Nasdaq Capital Market under the symbol “MEDG”. We have not been approved for listing on the Nasdaq Capital Market; however, we believe that we currently meet the Nasdaq Capital Market’s quantitative listing requirements and believe that upon the completion of the offering, we will meet the standards for listing on the Nasdaq Capital Market. The Selling Shareholders will not be able to sell their shares unless the Company’s Class A Ordinary Shares are approved for listing on the Nasdaq Capital Market. There can be no assurance that the Company will be successful in listing its Class A Ordinary Shares on the Nasdaq Capital Market.

MEDG is a holding company incorporated in the Cayman Islands with no material operations of its own. We conduct our operations in Hong Kong through our subsidiaries, Grand Century Holding Company Limited (“GCHL”), and Doctor’s Concept Medical and Cosmetics Company Limited (“DCMCL”), and MEDI Trade Corporation Limited (“MTL”), which are incorporated in Hong Kong (collectively, the “Operating Subsidiaries”). We directly hold equity interests in our Operating Subsidiaries in Hong Kong.

Since our business operations are conducted in China and Hong Kong through our Operating Subsidiaries, the Chinese government may exercise significant oversight and discretion over the conduct of our business in China and Hong Kong and may intervene in or influence our Operating Subsidiaries’ operations at any time, which could result in a material change in their operations and/or the value of our Class A Ordinary Shares.

Alt - 1

We are subject to legal and operational risks associated with having certain of our Operating Subsidiaries’ operations in China, including risks related to the legal, political and economic policies of the Chinese government, the relations between China and Hong Kong and China and the United States, or Chinese or United States regulations, which risks could result in a material change in our operations and/or cause our Ordinary Shares to significantly decline in value or become worthless and affect our ability to offer or continue to offer securities to investors. Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. We may be subject to these regulatory actions or statements. Although we have not engaged in any monopolistic behavior, our business does involve the collection of user data and may implicate cybersecurity reviews. We currently expect that these new regulations may have an impact on our Operating Subsidiaries or this offering.

As of the date of this prospectus, we have not received any formal inquiry, notice, warning, sanction, or objection from the CSRC with respect to the listing of our Class A Ordinary Shares, and, in the opinion of our PRC legal counsel, [●], the filing requirements under the Trial Measurements do not apply to the Company since: (i) the revenue, total profit, total assets or net assets of FPPF was less than 50% of that of the Company in total for the fiscal year ended December 31, 2024; and (ii) the majority of senior management are non-PRC citizens and reside in Hong Kong.

Alt - 2

Although Hong Kong is a Special Administrative Region and a dependency of the PRC, it has enacted its own laws pertaining to data security and anti-monopoly concerns. Hong Kong enacted the Personal Data (Privacy) Ordinance (the “PDPO”) to ensure an adequate level of data protection to retain its status as an international trading center and to give effect to human rights treaty obligations. Moreover, Hong Kong has also enacted a similar piece of legislation regulating competition in the market (the “Competition Ordinance”). The Competition Ordinance prohibits: (i) anti-competitive agreements and concerted practices; and (ii) abuse of power with the object or effect of preventing, restricting or distorting competition in Hong Kong. If we were to be found in violation of either of these laws, our Hong Kong Operating Subsidiary’s operations may be restricted, and it may be required or elect to make changes to its operations in Hong Kong so as to be in accordance with the PDPO and/or the Competition Ordinance. Moreover, Hong Kong authorities may take other action against us, such as imposing taxes or other penalties, which could materially affect our financial results. Thus, our revenue and business operations in Hong Kong would be adversely affected.

In addition, the Holding Foreign Companies Accountable Act (the “HFCAA”), which prohibits foreign companies from listing their securities on U.S. exchanges if the Company’s auditor has been unavailable for PCAOB inspection or investigation for three consecutive years, became law in December 2020. On December 16, 2021, the PCAOB issued a determination (the “Determination Report”) that the PCAOB 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 authorities in those jurisdictions, and the PCAOB included in the Determination Report a list of the accounting firms that are headquartered in the PRC or Hong Kong. On December 15, 2022, the PCAOB announced that it has secured complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate the previous 2021 Determination Report to the contrary. The SEC adopted final amendments to its rules to implement the HFCAA, which went into effect on January 20, 2022. As part of the SEC’s final rules, identified issuers will need to provide additional disclosures in subsequent filings that prove the issuer is not owned or controlled by a governmental authority in the foreign jurisdiction of the audit firm identified by the PCAOB in the Determination Report. The Determination Report includes our auditor, TAAD LLP, which is based in Diamond Bar, California, is registered with the PCAOB, is subject to PCAOB regular inspection and was last inspected in November 2022. In the event that it is later determined that the PCAOB is unable to inspect or investigate completely our auditor or our work papers because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause our securities to be delisted from the applicable stock exchange. The delisting of our Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.

On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. On December 29, 2022, the AHFCAA was enacted, which amended the HFCA Act by decreasing the number of non-inspection years from three years to two, thus reducing the time period before our common stock may be prohibited from trading or delisted. Notwithstanding the foregoing, in the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor, then such lack of inspection could cause our securities to be delisted from the stock exchange. See “Risk Factors — Risks Related to Doing Business in China and Hong Kong — Our Ordinary Shares may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors.”

Alt - 3

As a holding company, we will rely on dividends and other distributions on equity paid by our Hong Kong or PRC Operating Subsidiaries for our cash and financing requirements. If our Hong Kong and PRC Operating Subsidiaries incur debt on their own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to us. Moreover, to the extent cash is in our PRC Operating Subsidiary, there is a possibility that the funds may not be available to fund our operations or for other uses outside the PRC due to interventions or the imposition of restrictions and limitations by the PRC government on the ability to transfer cash. However, none of our Operating Subsidiaries have paid any dividends or other distributions to our holding company as of the date of this prospectus. In the future, cash proceeds raised from overseas financing activities, including this offering, may be transferred by us to our PRC or Hong Kong Operating Subsidiaries via capital contribution or shareholder loans, as the case may be. As of the date of this prospectus, we have not paid any dividends or made any distributions to any U.S. investors.

As of the date of this prospectus, there have been no cash flows between our Cayman Islands holding company and any of our Subsidiaries or Operating Subsidiaries. The transfer of funds among companies is subject to the Provisions of the Supreme People’s Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases (2020 Revision), (the “Provisions on Private Lending Cases”), which was implemented on August 20, 2020, to regulate the financing activities between natural persons, legal persons, and unincorporated organizations. The Provisions on Private Lending Cases do not prohibit using cash generated from one subsidiary to fund another subsidiary’s operations. We have not been notified of any other restriction which could limit our PRC Operating Subsidiaries’ ability to transfer cash between subsidiaries. We intend to conduct regular review and management of all of our Subsidiaries’ and Operating Subsidiaries’ cash transfers and report to our Board of Directors.

As of the date of this prospectus, Master Centric Limited, a British Virgin Islands company (“MCL”) owns 65% of our Ordinary Shares. We will be a controlled company as defined under Nasdaq Marketplace Rule 5615(c) because, immediately after the completion of this offering, Mr. Ng Hon Kin, our controlling shareholder, and Executive Director, through his ownership of 99% of the outstanding shares of MCL, will own more than 50% of the total voting power for the election of directors.

[RESALE PROSPECTUS ALTERNATE PAGE]

Alt - 4

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS
PRESENTATION OF FINANCIAL INFORMATION
MARKET AND INDUSTRY DATA
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
DEFINITIONS
PROSPECTUS SUMMARY
SUMMARY FINANCIAL DATA
RISK FACTORS
ENFORCEABILITY OF CIVIL LIABILITIES
USE OF PROCEEDS	Alt – 7
CAPITALIZATION
DIVIDENDS AND DIVIDEND POLICY
DILUTION
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
HISTORY AND CORPORATE STRUCTURE
INDUSTRY OVERVIEW
BUSINESS
REGULATORY ENVIRONMENT
MANAGEMENT
PRINCIPAL SHAREHOLDERS
RELATED PARTY TRANSACTIONS
DESCRIPTION OF SHARE CAPITAL
CERTAIN CAYMAN ISLANDS COMPANY CONSIDERATIONS
SHARES ELIGIBLE FOR FUTURE SALE
EXPENSES RELATED TO THIS OFFERING
MATERIAL TAX CONSIDERATIONS
UNDERWRITING
LEGAL MATTERS	Alt – 10
EXPERTS
CHANGE IN ACCOUNTANTS
WHERE YOU CAN FIND ADDITIONAL INFORMATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

You should rely only on the information contained in this prospectus or in any related free-writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or in any related free-writing prospectus. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A Ordinary Shares.

We have not taken any action that would permit a public offering of the Class A Ordinary Shares outside the United States or permit the possession or distribution of this prospectus or any related free-writing prospectus outside the United States. Persons outside the United States who come into possession of this prospectus or any related free-writing prospectus must inform themselves about and observe any restrictions relating to the offering of the Class A Ordinary Shares and the distribution of the prospectus outside the United States.

We obtained the statistical data, market data and other industry data and forecasts described in this prospectus from market research, publicly available information, and industry publications. Industry publications generally state that they obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy and completeness of the information. Similarly, while we believe that the statistical data, industry data and forecasts and market research are reliable, we have not independently verified the data. We have not sought the consent of the sources to refer to their reports appearing or incorporated by reference in this prospectus.

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

Alt - 5

[RESALE PROSPECTUS ALTERNATE PAGE]

The Offering

Class A Ordinary Shares Offered by the Selling Shareholders:		4,272,222 Ordinary Shares.

Ordinary Shares Outstanding after capitalization but before this Offering:		27,000,000 Ordinary Shares, consis of 9,450,000 Class A Ordinary Shares and 17,550,000 Class B Ordinary Shares

Ordinary Shares to be outstanding after our initial public offering pursuant to the Public Offering Prospectus:		[30,000,000], consist of 7,272,222 Class A Ordinary Shares and 17,327,778 Class B Ordinary Shares ([30,450,000, consist of 7,772,222 Class A Ordinary Shares and 17,327,778 Class B Ordinary Shares] if the underwriters exercise the over-allotment option in full)

Term of this Offering		The Selling Shareholders will determine when and how they will sell the Ordinary Shares offered

Use of proceeds:		We will not receive any of the proceeds from the sale of the Class A Ordinary Shares by the Selling Shareholders named in this prospectus.

Listing:		We intend to apply to have our Class A Ordinary Shares listed on the Nasdaq Capital Market. At this time, Nasdaq has not yet approved our application to list our Class A Ordinary Shares. The closing of this Offering is conditioned upon Nasdaq’s final approval of our listing application, and there is no guarantee or assurance that our Class A Ordinary Shares will be approved for listing on Nasdaq.

Proposed Nasdaq symbol: Risk Factors:		“MEDG”. Investing in our Class A Ordinary Shares is highly speculative and involves a high degree of risk. As an investor you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the “Risk Factors” section beginning on page 20 of the Public Offering Prospectus

Alt - 6

[RESALE PROSPECTUS ALTERNATE PAGE]

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of our Ordinary Shares by the Selling Shareholders In addition, the Underwriter will not receive any compensation from the sale of the Ordinary Shares by the Selling Shareholders. The Selling Shareholders will receive all of the net proceeds from the sales of Ordinary Shares offered by it under this prospectus. We have agreed to bear the expenses relating to the registration of the Ordinary Shares for the Selling Shareholders.

Alt - 7

[RESALE PROSPECTUS ALTERNATE PAGE]

SELLING SHAREHOLDERS

The Class A Ordinary Shares being offered for resale by the Selling Shareholders consists of a total of 4,272,222 Class A Ordinary Shares, which were purchased by Selling Shareholders in 2023 and 2024, and founder of the Company.

The following table sets forth information with respect to the number of Class A Ordinary Shares beneficially owned by the Selling Shareholders named below and as adjusted to give effect to the sale of the Class A Ordinary Shares offered hereby. The table lists the number of Class A Ordinary Share beneficially owned by the Selling Shareholders as of the date of this prospectus, the Class A Ordinary Shares covered by this prospectus that may be disposed of by the Selling Shareholders, and the number of Class A Ordinary Shares that will be beneficially owned by the Selling Shareholders assuming all of the Class A Ordinary Shares covered by this prospectus are sold.

The Class A Ordinary Shares beneficially owned have been determined in accordance with rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. The information in the table below is current as of the date of this prospectus. The Selling Shareholders may from time to time offer and sell pursuant to this prospectus any or all of the Class A Ordinary Shares being registered. The Selling Shareholders are under no obligation to sell all or any portion of such Class A Ordinary Shares nor are the Selling Shareholders obligated to sell any Class Ordinary Shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the Selling Shareholders. Pursuant to an agreement dated [●], between the Company and [●], the Company and [●] engaged WestPark Capital Inc. (WestPark or the Representative) to act as the Company’s and [●]’s exclusive lead underwriter, financial advisor, deal manager, sole book running manager, placement agent and/or investment WestPark for the offering. Pursuant to the engagement agreement the Company and [●] (among other things) agreed that during the engagement period WestPark would act as the Company’s and [●]’s exclusive lead underwriter, financial advisor deal manager, sole booking running manger, placement agent and/or investment WestPark for the Offering beginning on the date hereof, and ending on the earlier of (i) six (6) months from the date of the engagement agreement or (ii) the final closing, if any, of the offering (the “Exclusivity Right”). Pursuant to an Amendment to Engagement Agreement between WestPark and [●] dated [●], the [●] and [●] agreed to remove the Exclusivity Right with respect to [●] in exchange for the payment by [●] of $[●] which payment will be made on the sooner to occur of the closing of the initial public offering of the Company or [●], 2025.

On [●], Master Centric Limited, which is 99% indirectly owned by Ng Hon Kin, our executive director, a principal shareholder of the Company, entered into an Amended and Restated Stock Purchase Agreement pursuant to which it sold an aggregate of [222,222] Class Ordinary Shares owned by it at a price of $[●] per share to the Selling Shareholders for aggregate gross proceeds of USD $[●], of which an aggregate of USD $[●] has been paid in cash and with respect to the balance the Selling Shareholders each entered into promissory notes totaling USD $[●], which promissory notes were paid in full on or before [January 2, 2024]. The shares were offered and sold by Master Centric Limited in reliance upon an exemption from registration pursuant to Section 4(a)(7) and under Section 4(a)(1) of the Securities Act of 1933, as amended.

Name	Shares Beneficially Owned Prior to Offering		Percent Beneficially Owned Prior to Offering¹			Shares to be Offered		Amount Beneficially Owned After Offering		Percent Beneficially Owned After Offering¹
Master Centric Ltd. (Ng Hon Kin) (Class B)		17,374,500		64.35	%		[222,222]		[17,152,278]		[57.14]	%
Able Talent Business Ltd.		1,350,000		5.00	%		[1,350,000]		-		-	%
Express Essential Holding Ltd.		1,350,000		5.00	%		[1,350,000]		-		-	%
Many Trillion International Ltd.		1,350,000		5.00	%		[1,350,000]		-		-	%
		21,424,500		79.35	%		4,272,222		17,152,278		57.14	%

(1)	Based on 27,000,000 Ordinary Shares issued and outstanding as of [●].

(2)

(3)

(4)

(5)

Alt - 8

[RESALE PROSPECTUS ALTERNATE PAGE]

SELLING SHAREHOLDERS PLAN OF DISTRIBUTION

There is currently no public market for our Class A Ordinary Shares. Since there is currently no public market established for our securities, the Selling Shareholders will sell their respect Class A Ordinary Shares at the price at which we sell shares in our public offering pursuant to the registration statement of which this prospectus is a part, which be US$5.00 per Class A Ordinary Share until the Class A Ordinary Shares are quoted on the Nasdaq Capital Market, after which the Class A Ordinary Shares may be offered and sold at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from the sale of our Class A Ordinary Shares by the Selling Shareholders. The Selling Shareholders and any of its pledgees, donees, assignees, and successors-in-interest may, from time to time, after the effective date of registration statement of which this prospectus forms a part, sell any or all of their Class A Ordinary Shares being offered under this prospectus on any stock exchange, market, or trading facility on which our Class A Ordinary Shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Shareholders may use any one or more of the following methods when disposing of Class A Ordinary Shares:

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	●	block trades in which the broker-dealer will attempt to sell the Class A Ordinary Shares as agent but may position; and resell a portion of the block as principal to facilitate the transaction;

	●	purchases by a broker-dealer as principal and resales by the broker-dealer for its account;

	●	an exchange distribution in accordance with the rules of the applicable exchange;

	●	privately negotiated transactions;

	●	to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the SEC;

	●	broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;

	●	a combination of any of these methods of sale; and

	●	any other method permitted pursuant to applicable law.

The shares may also be sold under Rule 144 under the Securities Act of 1933, as amended, if available for the Selling Shareholders, rather than under this prospectus. The Selling Shareholders have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if they deem the purchase price to be unsatisfactory at any particular time.

The Selling Shareholders may pledge their shares to their brokers under the margin provisions of customer agreements. If the Selling Shareholders default on a margin loan, the broker may, from time to time, offer and sell the pledged shares.

Broker-dealers engaged by the Selling Shareholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, which commissions as to a particular broker or dealer may be in excess of customary commissions to the extent permitted by applicable law.

If sales of shares offered under this prospectus are made to broker-dealers as principals, we would be required to file a post-effective amendment to the registration statement of which this prospectus is a part. In the post-effective amendment, we would be required to disclose the names of any participating broker-dealers and the compensation arrangements relating to such sales.

The Selling Shareholders and any broker-dealers or agents that are involved in selling the shares offered under this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Commissions received by these broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Any broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which this prospectus is a part.

The Selling Shareholders and any other persons participating in the sale or distribution of the shares offered under this prospectus will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. These provisions may restrict activities of and limit the timing of purchases and sales of any of the shares by, the Selling Shareholders or any other person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and other activities with respect to those securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares.

Alt - 9

If any of the Ordinary Shares offered for sale pursuant to this prospectus are transferred other than pursuant to a sale under this prospectus, then subsequent holders could not use this prospectus until a post-effective amendment or prospectus supplement is filed, naming such holders. We offer no assurance as to whether the Selling Shareholders will sell all or any portion of the shares offered under this prospectus.

We have agreed to pay all fees and expenses we incur incident to the registration of the shares being offered under this prospectus. However, the Selling Shareholders and purchaser is responsible for paying any discounts, and similar selling expenses they incur.

LEGAL MATTERS

Certain legal matters in connection with this offering with respect to United States federal securities law will be passed upon for us by K&L Gates LLP. The validity of the Ordinary Shares offered in this offering and other certain legal matters as to Cayman Islands law will be passed upon for us by Ogier. Certain legal matters as to Hong Kong law will be passed upon for us by O Tse & Co. and O Tse & Co. with respect to matters governed by Hong Kong law.

The current address of K&L Gates LLP is Southeast Financial Center, Suite 3900, 200 South Biscayne Boulevard, Miami, FL, 33131, USA and 44th Floor, Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong. The current address of Ogier is 11th Floor, Central Tower, 28 Queen’s Road Central, Central, Hong Kong. The current address of O Tse & Co. is Unit 3011-12, 30/F, Office Tower Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong.

Alt - 10

[RESALE PROSPECTUS ALTERNATE PAGE]

4,272,222 Ordinary Shares

MEDI GROUP LIMITED

Prospectus

_______________, 2025

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Cayman Islands law does not limit the extent to which a company’s articles of association may provide indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to the public interest, such as providing indemnification against the indemnified person’s own fraud, dishonesty, willful default or willful neglect or against the consequences of committing a crime, or against the indemnified person’s own fraud or dishonesty. Our Articles provide to the extent permitted by Cayman Islands law, we shall indemnify each existing or former secretary, director (including alternate director), and any of our other officers (including an investment adviser or an administrator or liquidator) and their personal representatives against:

	(a)	all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former director (including alternate director), secretary or officer in or about the conduct of our business or affairs or in the execution or discharge of the existing or former director (including alternate director), secretary’s or officer’s duties, powers, authorities or discretions; and

	(b)	without limitation to paragraph (a) above, all costs, expenses, losses or liabilities incurred by the existing or former director (including alternate director), secretary or officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning us or our affairs in any court or tribunal, whether in the Cayman Islands or elsewhere.

We intend to enter into indemnification agreements with each of our directors and officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Cayman Islands law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified, subject to our Company reserving its rights to recover the full amount of such advances in the event that he or she is subsequently found to have been negligent or otherwise have breached his or her trust or fiduciary duties to our Company or to be in default thereof, or where the Cayman Islands courts have declined to grant relief.

The form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement will also provide for indemnification of us and our officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES

During the past three years, we have issued and sold the following securities without registering such securities under the Securities Act. We believe that each of the following issuances was exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities.

II-1

Reorganization Transaction

Pursuant to a group reorganization in 2024 that involved several steps, the Registrant issued an aggregate of 27,000,000 Ordinary Shares, par value US$0.0001.

Securities/Purchaser		Date of Sale or Issuance		Number of Securities				Consideration

Private Placement

On [●], Master Centric Limited, a principal shareholder of the Company, entered into an Amended and Restated Stock Purchase Agreement pursuant to which it sold an aggregate of [9,450,000] ordinary shares owned by it at an average price of US$[0.05] per share to the private investors for aggregate gross proceeds of US$[1,037,000], of which an aggregate of US$[1,037,000] has been paid in cash and with respect to the balance, the private investors each entered into a series of promissory notes totaling US$[1,037,000], which promissory notes were paid in full. The shares were offered and sold by Master Centric Limited in reliance upon an exemption from registration pursuant to Section 4(a)(7) and under Section 4(a)(1) of the Securities Act of 1933, as amended.

ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

Exhibits

See “Exhibit Index” beginning on page II-3 of this registration statement.

(b)

Financial Statement Schedules

All supplement schedules are omitted because of the absence of conditions under which they are required or because the data is shown in the financial statements or notes thereto.

ITEM 9. UNDERTAKINGS

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

	1)	For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

	2)	For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-2

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
1.1*		Form of Underwriting Agreement
3.1**		Memorandum of Association and Articles of Association,, as currently in effect
3.2**		Form of Amended and Restated Memorandum and Articles of Association (to be effective in connection with the completion of this offering)
4.1*		Specimen certificate evidencing Class A Ordinary Shares
5.1*		Opinion of Ogier regarding the validity of the Class A Ordinary Shares being registered
8.1**		Opinion of Ogier
8.2**		Opinion of O Tse & Co. regarding certain legal matters of the subsidiary in Hong Kong
10.1**		Form of Indemnification Agreement between the registrant and its officers and directors
10.2*		Employment Agreement between the registrant and Mr. Hon Kin Ng, its director and chief executive officer
10.3**		Form of Independent Director Agreement between the registrant and its independent directors
10.4*		Employment Agreement between the registrant and Ms. Suzanne Chan, its chief financial officer
10.5**		Lease Contract, by and between Grand Century Holding Company Limited and Seiren Investment Limited, dated as of August 4, 2023
10.6**		Lease Contract, by and between Grand Century Holding Company Limited and Renaissance City Development Company Limited, dated as of October 16, 2023
10.7**		Lease Contract, by and between Grand Century Holding Company Limited and Sun Hong Kai Real Estate (Sales and Leasing) Agency Limited, dated as of June 24, 2024
10.8**		Lease Contract, by and between Smart Key International Consultant Company Limited and Edward Wong Development Company Limited, dated as of April 1, 2024
10.9**		Lease Contract, by and between Grand Century Holding Company Limited and Edward Wong Development Company Limited, dated as of April 1, 2024
10.10**		Lease Contract, by and between Smart Key International Consultant Company Limited and Strong Goal Investments Limited, dated as of July 30, 2024
10.11**		Management Agreement between Smart Key International Consultant Company Limited and Grand Century Holding Company Limited, dated as of July 31, 2024
10.12**		Cooperation Agreement with Dr Pang (Eng translation)
10.13*		Employment Agreement between the registrant and Ms. Dione Leung, its chief operating officer
21.1**		List of Subsidiaries
23.1**		Consent of TAAD LLP., an independent registered public accounting firm
23.2**		Consent of Ogier (included in Exhibit 5.1)
23.3**		[ Consent of O Tse & Co. (including in Exhibit 8.2)]
		[Consent of [PRC counsel](pending) ]
24.1**		Power of Attorney (included on signature page)
99.1**		Consent of Mr. Chris Tam
99.2**		Consent of Mr. Francis Colt deWolf III
99.3**		Consent of Mr. Kar Man Kwan
99.4**		Audit Committee Charter
99.5**		Nominating and Corporate Governance Committee Charter
99.6**		Compensation Committee Charter
99.7**		Code of Business Conduct and Ethics
107*		Filing Fee Table

*	To be filed by amendment
**	Filed herewith.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on [●].

	MEDI GROUP LIMITED

	By:	/s/ NG Hon Kin
	Name:	NG Hon Kin
	Title:	Chief Executive Officer (Principal Executive Officer) and Executive Director

	By:	/s/ HUANG Hsi-En
	Name:	HUANG Hsi-En
	Title:	Executive Director

	By:	/s/Suzanne CHAN
	Name:	Suzanne CHAN
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

POWER OF ATTORNEY

We, the undersigned directors and executive officers of MEDI Group Limited and its subsidiaries hereby severally constitute and appoint Ng Hon Kin, singly (with full power to act alone), our true and lawful attorney-in-fact and agent with full power of substitution and resubstitution in him for him and in his name, place and stead, and in any and all capacities, to sign this Registration Statement on Form F-1 and any and all amendments (including post-effective amendments) to this Registration Statement (or any other Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, and him, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Date:	[●]	/s/ NG Hon Kin
		NG Hon Kin, Chief Executive Officer (Principal Executive Officer), and Executive Director

Date:	[●]	/s/ Suzanne CHAN
		Suzanne CHAN, Chief Financial Officer (Principal Financial and Accounting Officer)

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement or amendment thereto in New York, New York, United States of America on [●].

	AUTHORIZED U.S. REPRESENTATIVE

	COGENCY GLOBAL, INC.

	By:	/s/
	Name:
	Title:

II-4

MEDI GROUP LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 05854)		F-2
Consolidated Balance Sheets as of June 30, 2024 and 2023		F-3
Consolidated Statements of Income and Comprehensive Income for the Years Ended June 30, 2024 and 2023		F-4
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended June 30, 2024 and 2023		F-5
Consolidated Statements of Cash Flows for the Years Ended June 30, 2024 and 2023		F-6
Notes to Consolidated Financial Statements		F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Medi Group Limited

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Medi Group Limited and its subsidiaries (the Company) as of June 30, 2024 and 2023, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended June 30, 2024 and 2023, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has negative cash flows from operating activities for both the year ended June 30, 2024 and 2023, has significant working capital deficiency and accumulated deficits as of June 30, 2024. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. Our opinion was not modified with respect to that matter.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ TAAD LLP

We have served as the Company’s auditor since 2024

Diamond Bar, California

March 31, 2025

F-2

MEDI GROUP LIMITED

CONSOLIDATED BALANCE SHEETS

	As of June 30,
	2024			2023
	USD			USD
ASSETS
CURRENT ASSETS
Cash	$	85,798		$	54,932
Accounts receivable, net		7,495			27,631
Deposits		205,999			173,913
Prepayments		10,722			14,975
Other receivables		4,700			4,445
Deferred sales commission		285,778			312,062
Deferred offering costs		227,841			-
Amount due from related parties		-			46,968
Total current assets		828,333			634,926

NON-CURRENT ASSETS
Property and equipment, net		144,985			385,105
Deposits		189,915			286,220
Deferred sales commission		140,045			149,996
Right-of-use assets – operating lease		520,506			1,546,648
Right-of-use assets – financing lease		9,307			21,694
Total non-current assets		1,004,758			2,389,663

Total assets	$	1,833,091		$	3,024,589

LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Bank borrowings	$	124,111		$	115,043
Contract liabilities		7,032,566			9,426,113
Accounts payable		43,980			57,084
Accounts payable – related parties		4,213			-
Other payables and accruals		1,566,347			1,099,408
Financing lease liabilities		-			2,946
Operating lease liabilities		409,502			1,051,626
Provision for reinstatement		100,797			107,631
Amount due to related parties		576,336			152,648
Total current liabilities		9,857,852			12,012,499

NON-CURRENT LIABILITIES
Bank borrowings		805,732			926,521
Financing lease liabilities		-			-
Operating lease liabilities		122,662			637,819
Provision for reinstatement		53,355			61,590
Total non-current liabilities		981,749			1,625,930

Total liabilities		10,839,601			13,638,429

COMMITMENTS AND CONTINGENCIES		-			-

SHAREHOLDERS’ DEFICIT
Class A Ordinary Shares, par value $0.0001 per share; 85,000,000 shares authorized; 9,450,000 issued and outstanding as of June 30, 2024 and 2023, respectively		945			945
Class B Ordinary Shares, par value $0.0001 per share; 25,000,000 shares authorized; 17,550,000 shares issued and outstanding as of June 30, 2024 and 2023, respectively		1,755			1,755
Additional paid-in capital		2,317,351			1,279,351
Accumulated deficit		(11,346,695	)		(11,954,373	)
Accumulated other comprehensive income		20,134			58,482
Total shareholders’ deficit		(9,006,510	)		(10,613,840	)

Total liabilities and shareholders’ deficit	$	1,833,091		$	3,024,589

The shares are presented on a retroactive basis to reflect the reorganization between the parent holding company MEDI Group Limited and its wholly-owned subsidiaries.

The accompanying notes are an integral part of these consolidated financial statements.

F-3

MEDI GROUP LIMITED

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

For Years Ended
June 30,

2024 2023

USD USD

REVENUES, net $ 6,111,388 $ 8,022,480

COSTS AND EXPENSES

Cost of revenue (1,303,886 ) (1,646,315 )

Selling and marketing expenses (2,960,063 ) (3,597,143 )

General and administrative expenses (1,191,795 ) (976,609 )

Finance costs (35,244 ) (42,975 )

INCOME FROM OPERATIONS 620,400 1,759,438

OTHER INCOME (EXPENSES)

Interest income 351 147

Foreign exchange (loss) 540 (53 )

Loss on disposal of fixed assets (116,695 ) (359 )

Other income 103,082 141,102

Total other (expenses) / income, net (12,722 ) 140,837

INCOME BEFORE PROVISION FOR INCOME TAXES 607,678 1,900,275

PROVISION FOR INCOME TAXES - -

NET INCOME $ 607,678 $ 1,900,275

OTHER COMPREHENSIVE (LOSS) / INCOME (38,348 ) 58,482

TOTAL COMPREHENSIVE INCOME $ 569,330 $ 1,958,757

Net income per share Class A and Class B shares, basis and diluted $ 0.02 $ 0.07

Weighted average number of ordinary shares outstanding, basic and diluted

Class A 9,450,000 9,450,000

Class B 17,550,000 17,550,000

The shares are presented on a retroactive basis to reflect the reorganization between the parent holding company MEDI Group Limited and its wholly-owned subsidiaries.

The accompanying notes are an integral part of these consolidated financial statements.

F-4

MEDI GROUP LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

	Class A Ordinary Share				Class B Ordinary Share				Additional					Accumulated
	Number of		Par		Number of		Par		Paid-in		Accumulated			Other Comprehensive
	Shares		Value		Shares		Value		Capital		Deficits			Income			Total

BALANCE, June 30, 2022		9,450,000	$	945		17,550,000	$	1,755	$	1,279,351	$	(13,854,648	)	$	-		$	(12,572,597	)
Net Income		-		-		-		-		-		1,900,275			-			1,900,275
Other Comprehensive Income		-		-		-		-		-		-			58,482			58,482

BALANCE, June 30, 2023		9,450,000	$	945		17,550,000	$	1,755	$	1,279,351	$	(11,954,373	)	$	58,482		$	(10,613,840	)
Capital injection		-		-		-		-		1,038,000		-						1,038,000
Net Income		-		-		-		-		-		607,678						607,678
Other Comprehensive Income		-		-		-		-		-		-			(38,348	)		(38,348	)
BALANCE, June 30, 2024		9,450,000	$	945		17,550,000	$	1,755	$	2,317,351	$	(11,346,695	)	$	20,134		$	(9,006,510	)

The shares are presented on a retroactive basis to reflect the reorganization between the parent holding company MEDI Group Limited and its wholly-owned subsidiaries.

The accompanying notes are an integral part of these consolidated financial statements.

F-5

MEDI GROUP LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For Years Ended June 30,
	2024			2023
	USD			USD
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	607,678		$	1,900,275
Adjustments to reconcile net income to cash (used in) operating activities:
Depreciation		240,120			282,309
Non-cash operating lease expenses		1,016,558			1,135,205
Depreciation – financing lease		12,387			19,596
Loss from assets disposal		116,695			359
Gain from termination of operating lease		(37,798	)		-
Gain on reversal of provision for reinstatement costs		(28,100	)		-
Change in operating assets and liabilities
Accounts receivables		20,136			24,080
Deposits		64,219			(24,174	)
Prepayments		4,253			9,740
Other receivables		(255	)		(3,995	)
Deferred sales commission		36,235			148,252
Deferred offering costs		(227,841	)		-
Accounts payables		(13,104	)		12,653
Other payables & accruals		466,939			186,903
Contract liabilities		(2,393,547	)		(3,701,893	)
Provision for reinstatement		13,031			-
Operating lease liabilities		(1,157,281	)		(1,141,297	)
Net cash (used in) operating activities		(1,259,675	)		(1,151,987	)

CASH FLOWS FROM INVESTMENT ACTIVITIES:
Purchase of property and equipment		(162,726	)		(56,691	)
Proceed from disposal of property and equipment		58,017			2,686

Net cash (used in) investment activities		(104,709	)		(54,005	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Capital injection from shareholders		1,038,000			-
Repayment of bank borrowings		(111,721	)		(77,734	)
Repayment of financing lease		(5,898	)		(11,182	)
Amount received from related parties		3,496,426			3,976,228
Amount paid to related parties		(3,026,780	)		(2,865,084	)

Net cash provided by financing activities		1,390,027			1,022,228

EFFECT OF EXCHANGE RATE ON CASH		5,223			(1,272	)

NET INCREASE (DECREASE) IN CASH		30,866			(183,764	)

CASH AT BEGINNING OF YEAR		54,932			239,968

CASH AT END OF YEAR	$	85,798		$	54,932

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid for interest	$	35,250		$	42,214
Cash paid for income taxes	$	-		$	-

OTHER NON-CASH TRANSACTIONS
Right of use assets obtained in exchange for operating lease	$	608,040		$	239,528

The accompanying notes are an integral part of these consolidated financial statements.

F-6

MEDI GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION

MEDI Group Limited, incorporated on March 13, 2024, under the laws of the Cayman Islands, is the holding company of the Company’s Operating Subsidiaries, Grand Century Holding Co., Ltd. (“GCHL”), Doctor’s Concept Medical and Cosmetics Company Limited (“DCMCL”) and MEDI Trade Corporation Ltd. (“MTL”)(MTL is not operative as of the date of this financial statements). Through the Company’s Operating Subsidiaries, the Company provides principally medical cosmetology services and traditional facial services (“Beauty Services”) in Hong Kong.

NOTE 2 – LIQUIDITY AND GOING CONCERN

The Company’s assessment of going concern considerations is required to be made in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”.

As indicated in the accompanying consolidated financial statements, the Company had a net profit of $607,678 and a net profit of $1,900,275 for years ended June 30, 2024 and 2023, respectively. The Company has negative cash flows from operating activities for both the year ended June 30, 2024 and 2023, has significant working capital deficiency and accumulated deficits as of June 30, 2024. Management has evaluated its available cash balance against its working capital requirements and believes that its capital resources are insufficient to maintain its business operations for the next twelve months.

Responding to the threat of the coronavirus pandemic, the Company’s Operating Subsidiaries in Hong Kong, were closed according to the schedules required by “Prohibition of Group Gathering Order” starting from late March 2020 and easing in late October 2022. The Operating Subsidiaries closure had adversely impacted the Company’s revenues and operating cash flows for the fiscal year of 2022. The Company was able to recover a portion of its revenue shortfall during the fiscal year of 2023. Building on cost control initiatives, the Company is optimistic in generating sufficient operating cash flows to meet its working capital requirements for the year ended June 30, 2024 , however the Company can be no assurance that the cost initiative will be continuously success and ensure the Company can generate sufficient operating cash flows for the next twelve months.

F-7

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and principles of consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have been consistently applied. The accompanying consolidated financial statements include the financial statements of MEDI Group Limited and its subsidiaries. All inter-company transactions have been eliminated upon consolidation.

Details of the Company and its subsidiaries are set out below:

Name of Subsidiaries	Date of Incorporation	Jurisdiction of Formation	Percentage of direct/indirect Economic Ownership			Principal Activities
MEDI Group Limited	March 21, 2024	Cayman Islands		-		Holding company
MEDI Trade Holding Limited (“MTHL”)	March 21, 2024	Hong Kong		100	%	Intermediate holding company
Medi Trade Corporation Limited (“MTL”)	March 22, 2024	Hong Kong		100	%	Dormant subsidiary
Grand Century Holding Company Limited (“GCHL”)	March 31, 2004	Hong Kong		100	%	Core Operation
Doctor’s Concept Medical and Cosmetics Company Limited (“DCMCL”)	June 21, 2006	Hong Kong		100	%	IP holding

Reorganization

A Reorganization of the legal structure was completed on March 28, 2024. The Reorganization involved the incorporation of MEDI Group Ltd.: (i) the incorporation of MEDI Trade Holding Ltd. (“MTHL”), (ii) the incorporation of MEDI Trade Corporation Ltd. (“MTL”) (iii) the transfer the shares of Grade Century Holding Company Ltd. (“GCHL”) and the shares of Doctor’s Concept Medical and Cosmetics Co., Ltd. (“DCMCL”) to the Company.

Prior to the Reorganization, Mr. NG Hon Kin, the Chairman of the Board and Chief Executive Officer (“CEO”), owned 100% equity interest of the GCHL and DCMCL (collectively, the “Operating Subsidiaries”). On March 28, 2024, Mr. Ng transferred 100% equity interest in Operating Subsidiaries for a consideration of HK$ 2 (approximately US$0.26) (HK$1.00 for each of GCHL and DCMCL) to MTHL, a wholly owned subsidiary of the Company. Upon this Reorganization, the Company ultimately owns 100% equity interest of the Operating Subsidiaries. On March 22, 2024, Medi Trade Corporation Limited “(MTL”) transferred 100% equity interest to MTHL for a consideration of HK $5 (approximately US$0.64).

Before and after the Reorganization, the Company, together with its subsidiaries, is effectively controlled by the same shareholder, Mr. NG, and therefore the Reorganization is considered as a recapitalization of entities under common control in accordance with Accounting Standards Codification (“ASC”) 805-50-25. The consolidation of the Company and its subsidiaries have been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements in accordance with ASC 805-50-45-5.

F-8

Use of estimates and assumptions

Significant accounting estimates required to be made by management which reflected in the Company’s consolidated financial statements include the useful lives of property and equipment, the discount rate of leases, provision for reinstatement of the Company’s leased property, amortization period of the deferred sales commission, asset retirement obligations, and uncertain tax position.

Foreign currency translation and transactions

The reporting currency of the Company is U.S. dollars. The results of operations and cash flows are translated at average exchange rates during the period, and assets and liabilities are translated at the unified exchange rates at the balance sheet dates, and equity is translated at the historical exchange rates. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding accounts on the balance sheets. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statements of shareholders’ equity.

F-9

Cash

Cash comprise cash on hand and at banks which are highly liquid and have original maturities of three months or less and are unrestricted as to withdrawal or use. As of June 30, 2024 and 2023, all the cash held at banks is located in Hong Kong and is freely convertible into foreign currencies.

Accounts receivable, net

The Company’s receivables are recorded when billed and represent amounts owed by third-party customers. The carrying value of the Company’s receivables, net of the expected credit loss, represents their estimated net realizable value. The Company evaluates the expected credit loss of accounts receivable on a loss rate method based on historical information adjusted for current conditions and future estimated economic performance. The Company offers no credit term to its customers. As of the date of the consolidated financial statements were issued, all accounts receivables have been collected.

Allowance for credit losses

The Company estimates the credit losses for receivables that share similar risk characteristics based on a collective assessment using a combination of measurement models and management judgment. The models consider factors such as historical trends in credit losses, recent portfolio performance, and forward-looking macroeconomic conditions. If the Company does not believe the models reflect lifetime expected credit losses for the portfolio, an adjustment is made to reflect management judgment regarding qualitative factors, including economic uncertainty, observable changes in portfolio performance, and other relevant factors. The Company historically did not have bad debts in its accounts receivable. There was no bad debt expenses for the years ended June 30, 2024 and 2023 and there was no provision of expected credit loss as of June 30, 2024 and 2023.

Measurement of credit losses on financial instruments

On July 1, 2021, the Company adopted ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments”, using a modified retrospective adoption method for financial assets at amortized cost including accounts receivable, refundable deposits, other receivables, and retention receivable. Adoption of this ASU did not have a material impact on the consolidated financial statements. This guidance replaced the “incurred loss” impairment methodology with an approach based on “expected losses” to estimate credit losses on certain types of financial instruments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance requires financial assets to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the cost of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset.

Deferred sales commission

The Company pays a commission to sales personnels and beauticians to obtain new invoiced services (costs to obtain contracts). In accordance with ASC Topic 340, Other Assets and Deferred Costs, these incremental costs to obtain the contracts are deferred and amortized according to service package utilization rate, which represents management’s estimate of the average benefit period. Deferred assets (commission) represents employee commissions that are capitalized and not yet expensed.

The table below shows movement of deferred sales commission:

	For the year ended June 30,
	2024			2023
Beginning Balance	$	462,058		$	613,169
Deferred commission capitalized		511,247			570,386
Deferred commission amortization		(549,088	)		(718,638	)
Translation difference		1,606			(2,859	)
Ending Balance	$	425,823		$	462,058

Current	$	285,778		$	312,062
Non-current		140,045			149,996
Total	$	425,823		$	462,058

F-10

Property and equipment

Property and equipment are recorded at cost less accumulated depreciation and impairment. Depreciation is computed using the straight-line method over the following estimated useful lives.

		Useful life
Furniture and fixtures		4 years or lease term
Beauty equipment		4 years
Office equipment		4 years
Motor Vehicles		4 years
Leasehold improvement		Lease term
Computer equipment		4 years

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in other income or expenses in the consolidated statements of income and other comprehensive income.

Asset Retirement Obligation (Provision for Reinstatement Costs)

The Company recognizes liabilities for contractual obligations, including those associated with the obligation to reinstate leased properties. Initially, a liability for an asset retirement obligation is recognized at its current market value and quotes from independent contractors in the period in which it is incurred. Upon initial recognition of the liability, the corresponding asset retirement obligation is added to the carrying amount of the related asset and the cost is amortized as an expense over the lease terms of the properties using the straight-line method. Following the initial recognition of the asset retirement obligation, if the carrying amount of the liability is increased for the passage of time, the Company will adjust for changes to the current market value of the underlying cash flows needed to settle the obligation.

The Company have made provision for the above-mentioned reinstatement costs for its leased properties basing on current market prices and quotes from renovation companies. As the market value of reinstatement costs do not change substantially that the Company does not adjust the carrying amount of the liability.

The following table shows the movements of reinstatement costs (asset retirement obligation) for the years ended June 30:

	2024			2023
	USD			USD
Beginning balance		169,221			170,009
Additions during the year		12,444			-
Disposal during the year		(28,100	)		-
Translation difference		750			(788	)
Ending balance		154,315			169,221

Current portion		100,797			107,631
Non-current portion		53,355			61,590
		154,152			169,221

F-11

Impairment of long-lived asset

Long-lived assets, including property and equipment, are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than the Company originally estimated. When these events occur, the Company evaluates the impairment by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets.

No impairment charge was recognized for the years ended June 30, 2024 and 2023, respectively.

Leases

The Company adopted ASU No. 2016-02 — Leases (Topic 842) since July 1, 2020, using a modified retrospective transition method permitted under ASU No. 2018-11. This transition approach provides a method for recording existing leases only at the date of adoption and does not require previously reported balances to be adjusted. The Company evaluates the contracts it enters into to determine whether such contracts contain leases at inception. A contract contains a lease if the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. At commencement, contracts containing a lease are further evaluated for classification as an operating or finance lease where the Company is a lessee.

Operating Leases

A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified by the lease as an operation lease. Operating leases are included in the line items right-of-use (“ROU”) asset, lease liabilities in current and non-current in the consolidated balance sheet.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. For operating leases, the Company measures its lease liabilities based on the present value of the total lease payments not yet paid discounted based on the more readily determinable of the rate implicit in the lease or its incremental borrowing rate, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. The Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. The Company measures ROU assets based on the corresponding lease liability adjusted for payments made to the lessor at or before the commencement date, and initial direct costs it incurs under the lease. The Company begins recognizing lease expense when the lessor makes the underlying asset available to the Company. Lease expenses for lease payments are recognized on a straight-line basis over the lease term.

For leases with lease term less than one year (short-term leases), the Company has elected not to recognize a lease liability or ROU asset on its consolidated balance sheet. Instead, it recognizes the lease payments as expenses on a straight-line basis over the lease term. Short-term lease costs are immaterial to its consolidated statements of operations and cash flows.

In considering the accounting implications of a facility the Company subleased a properties to an independent third party with verbal agreement with landlord, the Company determined that it would be inappropriate to de-recognize the sublease based on the guidance in ASC 842-20-40-3, since the Company was not relieved of the Company’s primary obligation under the original lease when we assigned it to the independent third party. As such, the Company did not consider this to be a termination of the lease, and instead, the Company separately accounts for the original lease and sublease. As a result, and after assessing the recoverability of the related ROU asset, there was no change to our Operating lease assets or liabilities as a result of the assignment of this lease, and the Company continued to account for the lease as an operating lease in accordance with ASC 842-20-35-14.

The Company recognizes sublease rental income as other income in the Company’s consolidated statements of income and comprehensive income. For the years ended June 30, 2024 and 2023, sublease income amounted to $49,228 and $66,499, respectively.

Finance leases

Leases that transfer substantially all of the benefits and risks incidental to the ownership of assets are accounted for as finance leases as if there was an acquisition of an asset and incurrence of an obligation at the inception of the lease. The lease liability is measured at the present value of the future lease payments, while the ROU asset is initially recognized at the same amount, adjusted for any initial direct costs incurred and incentives received.

Lease cost for finance leases where the Company is the lessee includes the depreciation of the ROU asset and interest expense on the finance lease liability, which is calculated using the effective interest method. Finance lease ROU assets are amortized on a straight-line basis over the shorter of their estimated useful lives or the terms of the respective leases. If the Company is reasonably certain to exercise the option to purchase the underlying asset at the end of lease term, the finance lease ROU assets are amortized to the end of useful life of the assets.

F-12

Related parties

The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Revenue recognition

Effective July 1, 2021, GCHL adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which is the new comprehensive revenue recognition standard that supersedes all existing revenue recognition requirements under Accounting Standards Codification (“ASC”) 605, Revenue Recognition (“ASC 605”), as well as under all subsequently issued amendments to the new revenue recognition standard (“ASC 606”). GCHL elected to adopt the new revenue recognition standard using the full retrospective method as of July 1, 2021. The adoption of the new standard did not have a significant effect on earnings or the timing of GCHL’s transactions and, therefore, the effect of applying the new guidance was not material. As such, there were no adjustments to the prior periods.

Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps:

Identify the customer contract;

Identify the performance obligations in the contract;

Determine the transaction price;

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

Recognize revenue as the performance obligations are satisfied.

The Company’s revenue is mainly derived from the provision of treatment services which include medical aesthetic (injection of Botox, Restylane and Sculptra, or use of laser for treatments.) and normal beauty treatments (facial and massage with aromatic oil or with beauty cream and gel). The treatment services are sold to customers in the form of prepaid packages. Each package contains distinct services or combination of treatments, with each service considered a separate performance obligation. The payments received by the Company upon the Company’s sales of a prepaid package is recorded as contract liabilities until the customer redeems the services as included in the prepaid package. Upon redemption, revenue is recognized in the amount allocated to the specific service based on its standalone selling price. The entity has established a reasonable range for the estimated standalone selling prices and if the stated contractual price fell within that range, it will use the stated contractual price as the standalone selling price in the allocation calculation.

Each prepaid package has an expiration period of two years from the date of prepayment. Any unredeemed amount at the end of the expiration period as included in the contract liabilities will be recognized as revenue of expired treatment because the Company will cease from future performance obligation if contract expired, if no modification for the contract.

The Company also has revenue generated from product sales, which revenue is recognized upon the delivery of the products to customers.

Contract modifications

Contract modifications occur when we and our customers agree to modify existing customer contracts to change the scope or price (or both) of the contract or when a customer terminates some, or all, of the existing services provided by us. When a contract modification occurs, it requires us to exercise judgment to determine if the modification should be accounted for as a separate contract, the termination of the original contract and creation of a new contract, a cumulative catch-up adjustment to the original contract, or a combination.

The Company has a policy that unredeemed services will be expired in two years from the date of contract. Customers can modify the unredeemed contract by acquiring new service items or more unexpired service item to extend the contract. If the customer (i) acquires completely new service items, the unredeemed contract will be cancelled and new contract will be entered; or (ii) acquires new service items and retain certain unexpired service, or acquires more unexpired service, the old contract will be accounted as contract modification.

Costs to obtain customer contracts

Certain incremental costs to obtain a contract with a customer should be capitalized, to the extent recoverable from the associated contract margin, and subsequently amortized as the products or services are delivered to the customer inclusive of expected renewals. The Company expects such costs to generally include sales commissions and related fringe benefits.

The contracts with the expected delivery period are one year or less, the Company applies the practical expedient to expense such costs as incurred in the consolidated statements of income and comprehensive income. Otherwise, such costs are capitalized on the consolidated balance sheets and are amortized at estimated utilization rate which represents management’s estimate of the average benefit period.

F-13

Segment reporting

The Company follows FASB ASC Topic 280, Segment Reporting, which requires that companies disclose segment data based on how management makes decisions about allocating resources to segments and evaluating their performance. Reportable operating segments include components of an entity about which separate financial information is available and which operating results are regularly reviewed by the chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess each operating segment’s performance.

Based on the guidance provided by ASC Topic 280, management has determined that the Company operates in one segment and consists of one reporting unit based on the financial information available and which operating results are regularly reviewed by the CODM. All the Company’s business activities for the years ended June 30, 2024 and 2023 were conducted in Hongkong.

Disaggregation of revenues

The Company disaggregates its revenue from types of services providing and the geographic locations of its shops, as the Company believes it best depicts how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by regional household income factors. The Company’s disaggregation of revenues for years ended June 30, 2024 and 2023 is as below:

By service type

	For the year ended June 30, 2024		For the year ended June 30, 2023
Medical aesthetic treatments	$	795,377	$	1,208,635
Normal beauty treatments		1,793,789		3,345,837
Expired treatments		3,516,607		3,448,177
Others		5,615		19,831
Total revenue	$	6,111,388	$	8,022,480

By shop redeemed revenue and expired contract liabilities

	For the year ended June 30, 2024		For the year ended June 30, 2023
Shop 1	$	1,654,041	$	2,648,588
Shop 2		699,251		1,382,488
Shop 3 (Discontinued in 2024)		54,203		543,227
Shop 4 (Removal of Shop 3)		187,286		-
Expired treatments		3,516,607		3,448,177
Total revenue	$	6,111,388	$	8,022,480

Cost of revenue

Cost of revenue primarily consists of doctor’s fees, medical costs, employee’s salaries and benefits, bonus to beauticians, consumables and other costs directly related to the revenue recognized.

F-14

Selling expense

Selling expenses primally include advertisement and marketing expenses, credit card charges, depreciation of property and equipment and right-of-use assets, payroll including bonus and commission, and employee benefits for sales persons and staff working in shops.

General and administrative expenses

General and administrative expenses include salaries and benefits for administrative staff, depreciation of property and equipment and right-of-use assets, travel and entertainment, audit fees, bank charges, insurance, management fees, and other office expenses.

Mandatory Provident Funds (“MPF”)

The Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) (“MPFSO”), is an ordinance enacted for the purposes of providing for the establishment of non-governmental mandatory provident fund schemes, or the MPF Schemes. The MPFSO requires every employer of an employee of 18 years of age or above but under 65 years of age to take all practical steps to ensure the employee becomes a member of a registered MPF Scheme. Subject to the minimum and maximum relevant income levels, it is mandatory for both employers and their employees to contribute 5% of the employee’s relevant income to the MPF Scheme. Any employer who contravenes this requirement commits a criminal offence and is liable on conviction to a fine and imprisonment.

The Company sets up MPF accounts for employees and contributed relevant mandatorily employer’s contributions according to MPFSO requirements.

Government grant

Government grant for the purpose of giving immediate financial support to the Company with no future related costs or obligation is recognized upon receipt in the Company’s consolidated statements of income (loss) and comprehensive income (loss).

For the years ended June 30, 2024 and 2023, the Company received government subsidies income amounted to ($nil) and $81,814, respectively from the Hong Kong Government, and was included in other income of the consolidated statements of income and comprehensive income.

Gain (loss) in disposal of properties, plants and equipment

The Company disposed equipment when new equipment is available and when the Company ceases operation of a shop. For the year ended June 30, 2024, the loss from disposal of properties, plant and equipment was $116,695, and for the year ended June 30, 2023, the loss on disposal was $359.

Income taxes

The Company accounts for income taxes in accordance with ASC 740. The Company is subject to the tax laws of Hong Kong (a special administrative region of PRC). The charge for taxation is based on actual results for the year as adjusted for items that are non-assessable or disallowed; and it is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. The Company is not currently subject to tax in the Cayman Islands.

The Company accounts for income taxes in accordance with the laws of the Hong Kong tax authority (Inland Revenue Ordinance, Cap 112). The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

F-15

Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

The Company accounts for uncertain tax positions in accordance with FASB ASC Topic No. 740, Accounting for Uncertainty in Income Taxes. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely to be realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

The Company did not have any unrecognized tax benefit as of June 30, 2024 and 2023. As of June 30, 2024, all of the Company’s income tax returns for the tax year ended June 30, 2022, 2023 and 2024 remain open for statutory examination by Hong Kong tax authority.

Basic and diluted income per share

The Company computes income per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income (loss) divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of potential common shares (e.g. convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the year ended June 30, 2024 and 2023, there were no dilutive outstanding instruments.

Commitments and contingencies

In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingency liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

Related parties

Parties are considered to be related to the Company if they, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its separate interests.

Fair value measurements

The Company applies the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 820-Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 requires disclosures to be provided on fair value measurement.

ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2—Inputs, other than those in Level 1, that are directly or indirectly observable in the marketplace.

Level 3—Unobservable inputs which are supported by little or no market activity.

ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach; and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset or transfer a liability.

The Company’s financial instruments include cash, accounts receivable, other receivables, accounts payable, other payable and accrued liabilities, income tax payable, due to related parties, and lease liabilities. The carrying amounts of cash, accounts receivable, other receivables, accounts payable, other payable and accrued liabilities, income tax payable, due to related parties, and short-term lease liabilities approximate their fair values due to the short-term nature of these instruments. The carrying value of the Company’s long-term lease liabilities would not differ significantly from fair value (based on Level 2 inputs) if recalculated based on current interest rates.

F-16

Concentrations and risks

a. Credit risk

On July 1, 2021, the Company adopted ASC 326. The Company estimates credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by the Company. Assets that potentially subject the Company to significant concentration of credit risk primarily consist of cash, accounts receivable, other receivable, amounts due from related parties. The Company has designed their credit policies with an objective to minimize their exposure to credit risk.

The maximum exposure of such assets to credit risk is their carrying amounts at the balance sheet dates. The Company maintains all bank accounts at financial institutions in Hong Kong, where there is HK$500,000 (approximately USD$64,000) standard deposit insurance coverage limit per depositor, per scheme of Hong Kong Deposit Protection Board. To limit the exposure to credit risk relating to deposits, the Company primarily places cash deposits with licensed banks in Hong Kong. The Company decides that the credit risk with its cash deposited with one of major licensed banks in Hong Kong is null.

The Company has adopted a credit policy of dealing with creditworthy counterparties to mitigate the credit risk from defaults. The accounts receivable was US$7,495 and US$27,631 as of June 30, 2024 and 2023, respectively. The management team conducts credit evaluations of its customers, and generally does not require collateral or other security from them. Deposits (Note 5) were US$395,914 and US$460,133 as of June 30, 2024 and 2023, respectively. Other receivables were US$4,700 and US$4,445 as of June 30, 2024 and 2023, which were included in Deposits and other receivables. As of the reporting date, all accounts receivable and other receivable are received in full.

The Company decided the accounts receivable (Note 4) and other receivables that credit risk for accounts receivables and other receivables are immaterial. The deposits (Note 5) consist of majority rental deposit and utilities deposits which the Company decides that credit risk for deposits is null.

b. Foreign exchange risk

Substantially all of the Company’s revenues and expenses are denominated in Hong Kong dollar. The Company does not believe that the Company currently has any significant foreign exchange risk and have not used any derivative financial instruments to hedge exposure to such risk.

c. Interest rate risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company exposures to interest rate risk primarily relates to the interest rates from its bank borrowings, its lessors and/or our private lenders. The Company has not been exposed to material risks for leases due to the fact that its leasing obligations’ interest rates are fixed at the commence date of the leases. For bank loans, except one, interests are adjustable basing on prime lending rate of Hong Kong.

The Company’s private lenders loan is interest free and there is no interest rate risk.

d. Liquidity risk

Liquidity risk arises through the excess of financial obligations over available financial assets due at any point in time. The Company’s objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. The Company monitors and analyzes its cash flow position, its ability to generate sufficient revenue sources in the future and its operating and capital expenditure commitments. The Company is historically funded the working capital needs primarily from operations, loans, as well as shareholder advances to the Company.

Recent accounting pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard requires entities to disclose specific categories in the rate reconciliation and to provide additional information for reconciling items that meet a quantitative threshold. It also requires entities to disclose certain information regarding income taxes paid and other disclosures related to income and income tax expense from continuing operations. The standard is effective for fiscal years beginning after December 15, 2024 for public business entities and for fiscal years beginning after December 15, 2025 for all other entities. The Company is currently evaluating the impact that the adoption of this standard will have on its financial statements.

In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”). This ASU incorporates certain SEC disclosure requirements into the FASB ASC. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of ASC Topics, enabling users to more easily compare entities subject to the SEC’s existing disclosures with those not previously subject to the requirements, and aligning the requirements in the ASC with the SEC regulations. The ASU has an unusual effective date and transition requirements since it is contingent on future SEC rule making. If the SEC fails to enact the required changes by June 30, 2027, this ASU is not effective for any entities. Early adoption is not permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its financial statements.

F-17

In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”). This ASU requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments are effective for the Company beginning after December 15, 2023, and are applied prospectively to business combinations that occur after the effective date. The Company does not expect the adoption to have a material impact on the consolidated financial statements.

In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions,” which clarifies and amends the guidance of measuring the fair value of equity securities subject to contractual restrictions that prohibit the sale of the equity securities. The guidance will be effective for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. The Company does not expect the adoption to have a material impact on the consolidated financial statements.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of income and comprehensive income and statements of cash flows.

NOTE 4 — ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consists of the following:

	June 30, 2024		June 30, 2023
Accounts receivable	$	7,495	$	27,631
Less: allowance for credit loss		-		-
	$	7,495	$	27,631

The Company did not have any allowance for credit loss during the year ended June 30, 2024 and 2023.

NOTE 5 – DEPOSITS

Deposits consist of the followings:

	June 30, 2024		June 30, 2023
	USD		USD
Details
Rental		385,726		437,948
Utilities		6,672		14,841
Others		3,516		7,344
		396,914		460,133

Current		205,999		173,913
Non-Current		189,915		286,220
		395,914		460,133

NOTE 6 — PROPERTY AND EQUIPMENT, NET

Property, plant and equipment, net consists of the following:

	June 30, 2024			June 30, 2023
Furniture and Fixtures	$	43,375		$	45,883
Beauty equipment		587,479			665,326
Office equipment		33,537			33,583
Motor Vehicles		-			47,029
Leasehold improvement		676,279			826,543
Computer Equipment		40,999			38,313
Subtotal		1,381,669			1,656,677
Less: accumulated depreciation		(1,236,684	)		(1,271,572	)
Property and equipment, net	$	144,985		$	385,105

Depreciation expenses were $241,634 and $282,309 for the years ended June 30, 2024 and 2023, respectively. The short-term lease cost for each period presented (excluding amounts relating to leases with a lease term of one month or less).

F-18

NOTE 7 — LEASES

The Company has multiple lease agreements for office, shops and beauty equipment. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The following table includes supplemental cash flow and non-cash information related to leases:

	June 30, 2024			June 30, 2023
Cash paid of amounts included in the measurement of lease liabilities:
Operating cash outflows for operating leases	$	(1,093,819	)	$	(1,210,950	)
Financing cash outflows for finance leases		(2,994	)		(11,947	)
Right-of-use assets obtained in exchange for lease obligations:
Operating lease liabilities	$	608,040		$	239,528
Finance lease liabilities		-			-

The weighted average remaining lease terms and discount rates for all of operating lease and finance leases as of June 30, 2024 and 2023 are as follows:

	June 30, 2024			June 30, 2023
Weighted-average remaining lease term (years):
Operating lease		0.74 years			1.82 years
Finance lease		0 years			0.58 years

Weighted average discount rate:
Operating lease		3.51	%		3.34	%
Finance lease		8.25	%		8.25	%

The following is a schedule of maturities of operating and finance lease liabilities as of June 30, 2024:

Operating leases

Twelve months ending June 30,
2025	$	421,635
2026		124,253
2027 and after		-
Total future minimum lease payments		545,888
Less: imputed interest		(13,724	)
Present value of operating lease liabilities	$	532,164
Less: current portion		(409,502	)
Non-current portion	$	122,662

F-19

Finance leases

Twelve months ending June 30,
2025	$	-
2026 and after		-
Total future minimum lease payments		-
Less: imputed interest		-
Present value of finance lease liabilities	$	-
Less: current portion		-
Non-current portion	$	-

NOTE 8 — ACCRUED LIABILITIES AND OTHER PAYABLES

Other payable and accruals comprise the following amounts relating to the operation of the Company for the year ended June 30, 2024 and 2023:

	June 30, 2024		June 30, 2023
Payroll, commission, Mandatory Provident Fund (“MPF”) and staff benefits	$	497,020	$	372,227
Credit card payable		200,446		184,650
Audit fees payable		59,025		12,729
Doctor’s fee payable		445,132		200,162
Rental fee payable		249,112		213,835
Utilities payable		4,359		7,063
Other payables		111,253		108,742
Total	$	1,566,347	$	1,099,408

NOTE 9 — BANK BORROWINGS

The Company has multiple bank borrowings from the Bank of China (Hong Kong) Limited to support its working capital needs.

The loan balance consists of the following:

	June 30, 2024		June 30, 2023
Borrowings, current	$	124,111	$	115,043
Borrowings, non-current		805,732		926,521
Total	$	929,843	$	1,041,564

F-20

The following table summarize key terms of bank borrowings:

Principle drawn down

Start Date

Mature Date

Interest %*

Personal Guarantee

HKD

USD

2,000,000

256,410

January 8, 2020

January 8, 2023

0.5% monthly

Ms. Huang Weisi

4,000,000

512,821

May 8, 2020

May 7, 2030

P-2.5%

Ms. Huang Weisi

2,000,000

256,410

August 30, 2021

August 29, 2031

P-2.5%

Ms. Huang Weisi

3,000,000

384,615

May 27, 2022

May 26, 2032

P-2.5%

Ms. Huang Weisi

(1)

P represents prime lending rate of Hong Kong.

(2)

All the above bank borrowings were 100% guaranteed by the Hong Kong government and personally guaranteed by Ms. Huang, and the guarantees are assumed by Mr. Ng in April 2, 2024 (See Note 19). 100% Hong Kong government guaranteed loan shall be repaid after the offering of the Company.

The following table show movements and outstanding balances of bank borrowings:

	Principal		Repayment during year ended June 30								Remaining Principal
			2024				2023
			Total		Interest Portion		Total		Interest Portion		Current		Non-current		Total
1)	$	256,410		-		-		58,552		8,932		-		-		-
2)	$	512,821		70,012		14,565		17,943		13,426		57,578		315,539		373,117
3)	$	256,410		30,506		7,453		28,391		7,793		28,290		184,089		212,379
4)	$	384,615		49,984		13,184		15,057		12,058		38,243		306,104		344,347
Total				150,502		35,202		119,943		42,209		124,111		805,732		929,843

NOTE 10 – CONTRACT LIABILITIES

The balances of contract liabilities are as follows:

	June 30, 2024		June 30, 2023
Contract liabilities, current	$	7,032,566	$	9,426,113
Total	$	7,032,566	$	9,426,113

Movement of contract labilities were as followings:

	For the year ended June 30, 2024			For the year ended June 30, 2023
Beginning Balance	$	9,426,113		$	13,189,575
Addition during the year, net		3,681,685			4,300,758
Redemptions recognized as revenue during the year		(2,589,166	)		(4,554,472	)
Expired recognized as revenue during the year		(3,516,607	)		(3,448,177	)
Translation difference		30,541			(61,571	)
Ending Balance	$	7,032,566		$	9,426,113

F-21

NOTE 11 — SELLING AND MARKETING EXPENSES

	For the years ended June 30,
	2024		2023		Change			Change
	USD		USD		USD			%
Payroll, MPF and staff benefits expense	$	963,944	$	1,307,366	$	(343,422	)		(26.27	)
Rental, rates and property management expense		249,994		227,761		22,233			9.76
Credit card commission		131,853		179,035		(47,182	)		(26.35	)
Depreciation - PPE		234,267		274,016		(39,749	)		(14.51	)
Depreciation – ROU		12,448		19,596		(7,148	)		(36.48	)
Lease expenses		1,016,558		1,198,762		(182,204	)		(15.20	)
Advertising, marketing and promotion expense		231,008		242,325		(11,317	)		(4.67	)
Other expenses		119,991		148,282		(28,291	)		(19.08	)
Total	$	2,960,063	$	3,597,143	$	(637,080	)		(17.71	)

NOTE 12 — GENERAL AND ADMINISTRATIVE EXPENSES

	For the years ended June 30,
	2024		2023		Change			Change
	USD		USD		USD			%
Payroll, MPF and staff benefits expense	$	534,998	$	45,331		489,667			1080.20
Rental, rates and property management fee expense		208,662		205,701		2,961			1.44
Depreciation - PPE		7,367		8,293		(926	)		(11.17	)
Lease expenses		-		5,951		(5,951	)		(100.00	)
Management expenses		103,596		618,963		(515,367	)		(83.26	)
Other expenses		337,172		92,370		244,802			265.02
Total	$	1,191,795	$	976,609	$	215,186			22.03

NOTE 13 — RELATED PARTY TRANSACTIONS

The relationship of related parties is summarized as follow:

Name of Related Party		Relationship to the Company
Mr. Ng Hon Kin (“Mr. Ng”)		Chairman of the Board, CEO, and an ultimate shareholder of the Company
Global Medical Equipment Co., Ltd.		Company controlled by Mr. Ng
Smart Key International Consultant Co., Ltd.		Administrative service company controlled by Mr. Ng
Be Health Co., Ltd.		Associated company controlled by Mr. Ng.
Ms. Huang Weisi		Prior director of subsidiaries including GCHL and DCMCL, representing Mr. Ng.

F-22

a) Summary of balances with related parties

Due (to) from related parties consist of mainly working capital transactions as the following:

	June 30, 2024			June 30, 2023
Fund transfer to Mr. Ng Hon Kin	$	-		$	46,968
Amount due from related parties		-			46,968

Payment by Be Health Co., Ltd.	$	-			-
Payment by Mr. Ng Hon Kin		(576,336	)		(152,648	)
Amount due (to) related parties	$	(576,336	)	$	(152,648	)

Accounts payable – Global Medical Equipment Co., Ltd.	$	(4,162	)	$	-
Accounts payable – Euro Cos Co., Ltd.		(51	)		-
Accounts payable – related parties	$	(4,213	)	$	-

b) Accounts payable transactions

The following table shows transactions of related parties:

	For the year ended June 30
	2024		2023

Payments on behalf:
Management fees – Smart Key International Consultant Co., Ltd.		103,596		618,963
Rental for the executive – Mr Ng Hon King		-		18,756

Total		107,804		637,719

c) Accounts payable – related parties

During the year ended June 30, 2024, having presented in the above table, the outstanding amount of the Company purchased from a related party was $4,213.

d) Salaries and employee benefits paid to major shareholders

	2024		2023
Mr. Ng Hon Kin (being paid by an associated company)	$	15,347	$	15,311
Total	$	15,347	$	15,311

F-23

NOTE 14 — INCOME TAXES

Cayman Islands Tax

Medi Group Limited are incorporate in the Cayman Islands and conduct all of the Company’s business through the Company’s subsidiary in Hong Kong, Grand Century Holding Company Limited (“GCHL”). Under the current Cayman Islands laws, the Company is not subject to tax on income or capital gain. In addition, upon payments of dividends by the Medi Group Limited and the Company’s subsidiary in Hong Kong, GCHL, Medi Trade Holding Limited (“MTHL”), to the Company’s shareholders, no Cayman Islands withholding tax will be imposed.

Hong Kong Tax

Two-tier Profits Tax Rates

GCHL, DCMCL, MTL and MTHL are incorporated in Hong Kong and is subject to Hong Kong profits tax compliance.

The two-tier profits tax rates system was introduced under the Inland Revenue (Amendment)(No.3) Ordinance 2018 (“the Ordinance”) of Hong Kong became effective for the assessment year 2018/2019. Under the two-tier profit tax rates regime, the profits tax rate for the first $256,410 (HKD 2,000,000) of assessable profits of a corporation will be subject to the lowered tax rate, 8.25% while the remaining assessable profits will be subject to the legacy tax rate, 16.5%. The Ordinance only allows one entity within a group of “connected entities” is eligible for the two-tier tax rate benefit. An entity is a connected entity of another entity if (1) one of them has control over the other; (2) both of them are under the control (more than 50% of the issued share capital) of the same entity; (3) in the case of the first entity being a natural person carrying on a sole proprietorship business-the other entity is the same person carrying on another sole proprietorship business. Under the Ordinance, it is an entity’s election to nominate an entity that will be subject to the two-tier profits tax rate on its Profits Tax Return. The election is irrevocable.

DCMCL, MTL and MTHL are dormant companies that had no tax submission is eligible. GCHL elected the two-tier profits tax rate for its tax years of 2023 and 2024. GCHL applies the two-tier profits tax rate for its provision for current income and deferred taxes.

For the tax years of 2023 and 2024, the Financial Secretary of Hong Kong provided concessionary measures by providing tax reduction (“tax credit”) of profits tax up to HKD 6,000 and HKD 3,000, respectively, per case.

Net operating loss will be carried forward indefinitely under Hong Kong profits tax regulation. As of June 30, 2024 and 2023, the Company did not generate net operating loss carry forwards available to offset future taxable income.

The following table summarizes income before income taxes and non-controlling interest allocation:

	For the year ended June 30, 2024		For the year ended June 30, 2023
Medi Cayman Islands	$	-	$	-
GCHL		607,678		1,900,276

Total	$	607,678	$	1,900,276

Significant components of the income tax provision were as follows:

	For the year ended June 30, 2024		For the year ended June 30, 2023
Current tax provision:
Medi Cayman Islands	$	-	$	-
GCHL		-		-

Deferred tax provision:
GCHL		-		-
Total	$	-	$	-

F-24

For the years ended Jun 30, 2024 and 2023, management believes that the realization of the benefit arising from the losses of certain Hong Kong subsidiaries appears to be uncertain and put a full valuation allowance on the deferred tax assets which mainly from the net operating loss from the past.

The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of and for the years ended June 30, 2024 and 2023, the Company did not have any unrecognized tax benefits. As of June 30, 2024 and 2023, the Company did not pay any tax because of tax credit brought forward from prior years. Under relevant Hong Kong tax laws, tax case is normally subject to investigation by the tax authority for up to 6 years of assessment prior to the current year of assessment, if in a case of fraud or willful evasion, then the investigation can be extended to cover 10 years of assessment.

NOTE 15 — STOCKHOLDERS’ EQUITY

Common Stocks

The Company was incorporated under the laws of Cayman Islands on March 13, 2024. At incorporation, the Company is authorized to issue 100,000,000 shares, of which, 15,000,000 preferred shares with par value of US$0.0001 per share and 85,000,000 ordinary shares with par value of US$0.0001 per share. 27,000,000 shares of ordinary shares of the Company were issued on March 13, 2024.

On March 28, 2025, capital structure was restructured to authorized 110,000,000 shares, of which, 85,000,000 Class A Ordinary Shares with par value of US$0.0001 per share and 25,000,000 Class B Ordinary Shares with par value of US$0.0001 per share. 9,450,000 Class A Ordinary Shares and 17,550,000 Class B Ordinary Shares were issued on the same date to replace the original 27,000,000 ordinary shares. Voting rights of each Class A Ordinary shares is 1/20 of each Class B shares.

NOTE 16 — EARNINGS PER SHARE

	For the years ended June 30,
	2024		2023
Net income attributable to the Company	$	607,678	$	1,900,275
Weighted average number of common shares outstanding – Basic and diluted – Class A		9,450,000		9,450,000
Weighted average number of common shares outstanding – Basic and diluted – Class B		17,550,000		17,550,000
Net Income per share Class A and B – Basic and diluted	$	0.02	$	0.07

Basic earnings (loss) per share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is the same as basic earnings per share as there are no diluted shares.

F-25

NOTE 17 — CONCENTRATIONS AND CREDIT RISK

The Company had no third-party suppliers or customers whose purchasing or sales individually represented over 10% or more of the Company’s total purchase or revenue for the years ended June 30, 2024 and 2023.

NOTE 18 — COMMITMENTS AND CONTINGENCIES

Contractual Commitments

As of June 30, 2024, the Company’s contractual obligations consist of the following:

Contractual Obligations	Total		Less than 1 year		2 years		3 years		4 years		5 years		More than 5 years

Operating lease obligations	$	532,164	$	409,502	$	122,662	$	-	$	-	$	-	$	-
Finance lease obligations		-		-		-		-		-		-		-
Loan obligations		929,843		124,111		126,482		131,144		135,931		140,988		271,187
Provision for reinstatement		154,152		100,797		532,355		-		-		-		-
Total	$	1,616,159	$	634,410	$	781,499	$	131,144	$	135,931	$	140,988	$	271,187

Contingencies

The Company may be involved in certain legal proceedings, claims and disputes arising from the commercial operations, which, in general, are subject to uncertainties and in which the outcomes are not predictable. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company has no pending claims, litigation or other disputes for the year ended June 30, 2024 and 2023.

NOTE 19 — SUBSEQUENT EVENTS

On March 28, 2025, capital structure was restructured to issue 110,000,000 shares, of which, 85,000,000 Class A Ordinary Shares with par value of US$0.0001 per share and 25,000,000 Class B Ordinary Shares with par value of US$0.0001 per share. 9,4500,000 Class A Ordinary Shares and 17,550,000 Class B Ordinary Shares were issued on the same date to replace the original 27,000,000 ordinary shares.

On September 1, 2024, the Company has moved to new office located at Unit 15-16, 22/F., CEO Tower, 77 Wing Hong Street, Cheung Sha Wan, Kowloon, Hong Kong

F-26

	For Years Ended June 30,
	2024			2023
	USD			USD

REVENUES, net	$	6,111,388		$	8,022,480

COSTS AND EXPENSES
Cost of revenue		(1,303,886	)		(1,646,315	)
Selling and marketing expenses		(2,960,063	)		(3,597,143	)
General and administrative expenses		(1,191,795	)		(976,609	)
Finance costs		(35,244	)		(42,975	)

INCOME FROM OPERATIONS		620,400			1,759,438

OTHER INCOME (EXPENSES)
Interest income		351			147
Foreign exchange (loss)		540			(53	)
Loss on disposal of fixed assets		(116,695	)		(359	)
Other income		103,082			141,102
Total other (expenses) / income, net		(12,722	)		140,837

INCOME BEFORE PROVISION FOR INCOME TAXES		607,678			1,900,275

PROVISION FOR INCOME TAXES		-			-

NET INCOME	$	607,678		$	1,900,275

OTHER COMPREHENSIVE (LOSS) / INCOME		(38,348	)		58,482

TOTAL COMPREHENSIVE INCOME	$	569,330		$	1,958,757

Net income per share Class A and Class B shares, basis and diluted	$	0.02		$	0.07

Weighted average number of ordinary shares outstanding, basic and diluted
Class A		9,450,000			9,450,000
Class B		17,550,000			17,550,000