As filed with the U.S. Securities and Exchange Commission on May 14, 2025.

Registration No. 333-[            ]

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

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

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Charming Medical Limited
(Exact name of registrant as specified in its charter)

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Units 1803-1806, 18/F, Hang Lung Centre
2-20 Paterson Street, Causeway Bay, Hong Kong
Tel: +852 2116 1492
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

+1 (212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

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

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

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

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

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

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

Emerging growth company ☒

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

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

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

Charming Medical Limited

1,600,000 Class A Ordinary Shares

This is an initial public offering (the “Offering”) on a firm commitment basis of our Class A ordinary shares, par value $0.0001 per share, of Charming Medical Limited, a British Virgin Islands (“BVI”) business company. The Class A Ordinary Shares that we are offering represent 10.71% of the Class A Ordinary Shares following completion of the Offering, assuming the underwriters do not exercise their over-allotment option in full. Following the Offering, 10.71% of the Class A Ordinary Shares will be held by public shareholders, assuming the underwriters do not exercise the over-allotment option.

We anticipate that the initial public offering price (the “Offering Price”) will be between US$4.00 and US$6.00 per Class A Ordinary Share. Prior to this Offering, there has been no public market for our Class A Ordinary Shares. We plan to list our Class A Ordinary Shares on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “MCTA.” This Offering is contingent upon us listing our Class A Ordinary Shares on Nasdaq. However, there is no assurance that such application will be approved, and if our application is not approved by Nasdaq, this Offering cannot be completed.

Unless otherwise indicated, all share amounts and per share amounts in this prospectus have been presented giving effect to a forward split of our ordinary shares at a ratio of 1-for-1,500, as a result of which the Company’s authorized shares was changed to 75,000,000 shares with a par value of US$0.0001, divided as 60,000,000 class A ordinary shares with a par value of US$0.0001 per share (the “Class A Ordinary Shares”) and 15,000,000 class B ordinary shares with a par value of US$0.0001 per share (the “Class B Ordinary Shares”), approved by our board of directors on October 18, 2024.

Our issued share capital is a dual-class structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Class A Ordinary Shares are the only class of Ordinary Shares being offered in this Offering. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall vote together as one class on all resolutions of the shareholders and have the same rights except each Class A Ordinary Share shall entitle its holder to one (1) vote and each Class B Ordinary Share shall entitle its holder to twenty (20) votes. Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof but Class A Ordinary Shares are not convertible into Class B Ordinary Shares.

Charming Medical is a holding company incorporated in the BVI with no material operations of its own, and we conduct all our operations in Hong Kong through our subsidiaries, Pilate International Trading Limited (“Pilate,” formerly known as Peden Co., Limited), My Beauty Technology Limited (“My Beauty Technology”), Dream International Trading (Hong Kong) Limited (“Dream International Trading”), and Choliya Limited (“Choliya”), all of which were established under the laws of Hong Kong. Throughout this prospectus, unless the context indicates otherwise, any references to “we,” “us,” “our,” “Charming Medical,” “our Company,” and the “Company” are to Charming Medical Limited, a BVI business company, and when describing Charming Medical’s consolidated financial information for the fiscal years ended March 31, 2024 and 2023, and for the six months ended September 30, 2024, also include Charming Medical’s subsidiaries. References to “Operating Subsidiaries” are to Pilate, My Beauty Technology, Dream International Trading, and Choliya. References to “Beautylab BVI” are to Beautylab Group Medical Limited, a BVI business company, a wholly-owned subsidiary of Charming Medical. For a discussion of the risks associated with our corporate structure, see “Risk Factors — Risks Related to Our Corporate Structure” on page 40.

Investors are cautioned that you are buying shares of a BVI holding company with operations in Hong Kong by its operating subsidiaries. This is an offering of the Class A Ordinary Shares of Charming Medical, instead of shares of the Operating Subsidiaries in Hong Kong. Investors in this Offering will not directly hold equity interests in the Operating Subsidiaries. This structure involves unique risks to the investors, and the PRC regulatory authorities could disallow this structure, which would likely result in a material change in our operations and/or a material change in the value of the securities. Charming Medical is registering for sale, and such event could cause the value of such securities to significantly decline or become worthless. Investors in our Class A Ordinary Shares should also be aware that they will not and may never directly hold equity interests in the Operating Subsidiaries, but rather purchase equity solely in Charming Medical, the BVI holding company. Furthermore, shareholders may face difficulties enforcing their legal rights under United States securities laws against our directors and officers who are located outside of the United States.

Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 23 to read about factors you should consider before buying our Class A Ordinary Shares.

All of our operations are conducted by the Operating Subsidiaries in Hong Kong, a special administrative region of the People’s Republic of China (“China” or the “PRC”), with its own governmental and legal system that is independent from Mainland China, including having its own distinct laws and regulations. We do not have any operation or maintain office or personnel in Mainland China, nor currently do we have, nor intend to have, any contractual arrangements to establish a variable interest entity (“VIE”) structure with any entity in Mainland China. However, as advised by Fairbairn Catley Low & Kong (“FCLK”), our counsel as to the laws of Hong Kong, since (i) our operations are located in Hong Kong, which is a special administrative region of the PRC, and (ii) only a small number of our customers are Mainland China individuals, we are subject to certain legal and operational risks associated with our Operating Subsidiaries being based in Hong Kong, and the legal and operational risks associated with operating in Mainland China may also apply to our operations in Hong Kong. We may be subject to unique risks due to uncertainty of the interpretation and the application of the PRC laws and regulations, and the oversight and control over overseas securities offerings by the PRC government. We are also subject to the risks of uncertainty about any future actions of the PRC government or authorities in Hong Kong in this regard. The PRC government may intervene or influence the current and future operations in Hong Kong at any time or may exert more oversight and control over offerings conducted overseas and/or foreign investment in issuers likes us. Such governmental actions:

•        could result in a material change in our operations and/or the value of our Class A Ordinary Shares;

•        could significantly limit or completely hinder our ability to continue our operations;

•        could significantly limit or hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors; and

•        may cause the value of our Class A Ordinary Shares to significantly decline or be worthless.

We are aware that, 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 China-based companies listed overseas using VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. See “Prospectus Summary — Regulatory Development in the PRC” on page 11. 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 the potential impact such modified or new laws and regulations will have on our Operating Subsidiaries’ daily business operation, their ability to accept foreign investments and the listing of our Class A Ordinary Shares on a U.S. or other foreign exchanges. These actions could result in a material change in our operations and/or the value of our Class A Ordinary Shares and could significantly limit or completely hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors.

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

shall be deemed an indirect overseas issuance and listing (“Indirect Overseas Issuance and Listing”) under the Draft Overseas Listing Regulations. On December 28, 2021, the Cyberspace Administration of China (the “CAC”) jointly with the relevant authorities formally published the Measures for Cybersecurity Review (2021) which took effect on February 15, 2022 and replaced the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. The Measures for Cybersecurity Review (2021) provide that operators of critical information infrastructure purchasing network products and services, and online platform operators carrying out data processing activities that affect or may affect national security (together with the operators of critical information infrastructure, the “Operators”), shall conduct a cybersecurity review and that any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.

On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Administrative Measures”) and five supporting guidelines, which came into effect on March 31, 2023. According to the Trial Administrative Measures, among other requirements, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfil the filing procedures with the CSRC; if a domestic company fails to complete the filing procedures, such domestic company may be subject to administrative penalties; (2) where a domestic company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and such filings shall be submitted to the CSRC within three business days after the submission of the overseas offering and listing application.

Furthermore, on February 24, 2023, the CSRC revised the Provisions on Strengthening the Management of Confidentiality and Archives Related to the Overseas Issuance of Securities and Overseas Listing by Domestic Companies which were issued in 2009, or the Archives Rules. The revised Archives Rules came into effect on March 31, 2023 together with the Trial Administrative Measures. The revised Archives Rules expand their application to cover indirect overseas offering and listing, by stipulating that a domestic company which plans to publicly disclose or provide to relevant individuals or entities, including securities companies, securities service providers and overseas regulators, any documents and materials containing state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level.

On December 28, 2021, 13 governmental departments of the PRC, including the CAC, issued the Cybersecurity Review Measures, which became effective on February 15, 2022. The Cybersecurity Review Measures provides that, in addition to critical information infrastructure operators (“CIIOs”) that intend to purchase Internet products and services, online platform operators engaging in data processing activities that affect or may affect national security must be subject to cybersecurity review by the Cybersecurity Review Office of the PRC. According to the Cybersecurity Review Measures, a cybersecurity review assesses potential national security risks that may be brought about by any procurement, data processing, or overseas listing. The Cybersecurity Review Measures further require that CIIOs and data processing operators that possess personal data of at least one million users must apply for a review by the Cybersecurity Review Office of the PRC before conducting listings in foreign countries.

As advised by FCLK, our counsel as to the laws of Hong Kong, according to Article 18 of the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), national laws of the PRC shall not be applied in Hong Kong, except for those listed in Annex III to the Basic Law, such as the laws relating to the national flag, national anthem, and diplomatic privileges and immunities. Further, there is no legislation mandating that the laws in Hong Kong shall be in line with those in the PRC. As a result, national laws of the PRC not listed in Annex III of the Basic Law, including rules and regulations established by the CAC and the CSRC, do not apply to our businesses in Hong Kong.

Charming Medical is a holding company incorporated in the BVI with Operating Subsidiaries based in Hong Kong. It does not have any VIE structure and has no operations in Mainland China, nor is it controlled by any companies or individuals of Mainland China. Further, we are headquartered in Hong Kong with our officers and all members of the Board of Directors based in Hong Kong who are not Mainland China citizens and all of our revenues and profits are generated by our Operating Subsidiaries in Hong Kong. In other words, we have not generated revenues or profits from Mainland China in the most recent accounting year accounts for more than 50% of the corresponding figure in our audited consolidated financial statements for the same period. As of the date of this prospectus, neither we, nor our subsidiaries have received any formal inquiry, notice, warning, sanction, or objection from the CSRC with respect to the listing of the Company’s Class A Ordinary Shares. Therefore, based on the relevant facts above, and as advised

by our PRC legal counsel, East & Concord Partners, we believe, based on PRC laws and regulations effective as of the date of this prospectus, (i) neither we, nor our subsidiaries, are “PRC domestic companies” which are subject to the Trial Administrative Measure; and (ii) neither we, nor our subsidiaries are required to obtain regulatory approval from the CSRC or go through the filing procedures under the Trial Administrative Measures before our Class A Ordinary Shares can be listed or offered in the U.S.

Our Operating Subsidiaries may collect and store certain data (including certain personal information) from our customers, some of whom may be individuals in Mainland China, in connection with our business and operations and for “Know Your Customers” purposes (to combat money laundering). We believe that we and our Operating Subsidiaries will not be deemed to be an “operator of critical information infrastructure,” any “data processor” carrying out data processing activities, and we are not subject to cybersecurity review by the CAC for this Offering or required to obtain regulatory approval from the CAC nor any other PRC authorities for our and our subsidiaries’ operations Hong Kong, since (i) our Operating Subsidiaries were incorporated in Hong Kong and operate in Hong Kong and has no, without any VIE structure; and each of the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law and the Draft Overseas Listing Regulations do not clearly provide whether shall be applied to a Hong Kong company; (ii) as of date of this prospectus, our Operating Subsidiaries have in aggregate collected and stored personal information of less than one million individuals in Mainland China and we have acquired our customers’ separate consents for collecting and storing their personal information and data; (iii) data processed in our business should not have a bearing on national security nor affect or may affect national security; (iv) all of the data that our Operating Subsidiaries have collected is stored in servers located in Hong Kong; (v) as of the date of this prospectus, neither us nor our Operating Subsidiaries have been informed by any PRC governmental authority of being classified as an “Operator” or a “data processor” that is subject to CAC cybersecurity review or a CSRC review; and (v) pursuant to the Basic Law of the Hong Kong Special Administrative Region of the PRC, or the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy).

However, given the uncertainties arising from the legal system in Mainland China and Hong Kong, including uncertainties regarding the interpretation and enforcement of PRC laws and the significant authority of the PRC government to intervene or influence the offshore holding company headquartered in Hong Kong, there remains significant uncertainty in the interpretation and enforcement of relevant Mainland China laws and other regulations. Since these laws, regulations and regulatory actions are relatively new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on our Operating Subsidiaries’ daily business operation and the listing of our Class A Ordinary Shares on the United States or other foreign exchanges. As the Trial Administrative Measures was newly promulgated, its interpretation, application and enforcement remain unclear and there also remains significant uncertainty as to the enactment, interpretation and implementation of other regulatory requirements related to overseas securities offerings and other capital markets activities. If Trial Administrative Measures become applicable to us or our Operating Subsidiaries in Hong Kong, or if we or our Operating Subsidiaries is subject to cybersecurity review, or if the Measures for Cybersecurity Review (2021) or the PRC Personal Information Protection Law become applicable to our Operating Subsidiaries in Hong Kong, the business operation of our Operating Subsidiaries and the listing of our Class A Ordinary Shares in the United States could be subject to the CAC or the CSRC review in the future. If the applicable laws, regulations, or interpretations change and our Operating Subsidiaries become subject to the CAC or CSRC review, we cannot assure you that our Operating Subsidiaries will be able to comply with the regulatory requirements in all respects and our Operating Subsidiaries’ current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities. If we or our Operating Subsidiaries were required to obtain such permissions or approvals in the future in connection with the listing or continued listing of our securities on a stock exchange outside of the PRC, it is uncertain how long it will take for us or our Operating Subsidiaries to obtain such approval, and, even if we or our Operating Subsidiaries obtain such approval, the approval could be rescinded. Any failure to obtain or delays in obtaining the necessary permissions from the relevant PRC authorities to conduct offerings or list outside of the PRC could subject us or our Operating Subsidiaries to potential sanctions imposed by the PRC regulatory authorities, which could include fines and penalties, proceedings against us or our Operating Subsidiaries, and other forms of sanctions, as well as affect our or our Operating Subsidiaries’ ability to conduct business, our ability to invest in Mainland China as foreign investors or accept foreign investments, and our ability to offer or continue to offer Class A Ordinary Shares to investors or

list on the U.S. or other overseas exchange. Besides, the value of our Class A Ordinary Shares may significantly decline or be worthless, our business, reputation, financial condition, and results of operations may be materially and adversely affected. See “Risk Factors — Risks Related to Doing Business in Hong Kong — If the PRC government chooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland China-based issuers to Hong Kong-based issuers, such action may affect the business of our Hong Kong-based Operating Subsidiaries, which may ultimately and significantly limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or become worthless” on page 29.

Although we are not subject to cybersecurity review by the CAC nor any other PRC authorities for this Offering or required to obtain regulatory approval regarding the data privacy and personal information requirements from the CAC nor any other PRC authorities for ours and our Operating Subsidiaries’ operations in Hong Kong, we are subject to a variety of laws and other obligations regarding data privacy and protection in Hong Kong. In particular, the Personal Data (Privacy) Ordinance (Chapter 486 of the laws of Hong Kong) (“PDPO”) imposes a duty on any data user who, either alone or jointly with other persons, controls the collection, holding, processing or use of any personal data which relates directly or indirectly to a living individual and can be used to identify that individual in order to ensure 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. Compliance with PDPO and any such other existing or future data privacy related laws, regulations and governmental orders by us may entail significant expenses as we have to process the data in a secured manner by enhancing the security of our IT system from time to time and ensure that all data are properly collected and used; and any breach of PDPO could materially affect our business.

Our Class A Ordinary Shares may be prohibited from trading on a national exchange or “over-the-counter” markets under the Holding Foreign Companies Accountable Act (the “HFCAA”) if the Public Company Accounting Oversight Board (“PCAOB”) determines that it is unable to inspect or fully investigate our auditor and as a result, the exchange where our securities are traded may delist our securities. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which was signed into law on December 29, 2022, amending the HFCAA and requiring the U.S. Securities and Exchange Commission (“SEC”) to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. Pursuant to the HFCAA, the PCAOB issued a Determination Report on December 16, 2021, which found that the PCAOB was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in Mainland China and Hong Kong.

Our auditor, WWC, P.C., the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is headquartered in California and subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our auditor subject to PCAOB inspections and the PCAOB is able to inspect our auditor every two to three years, with the last inspection having occurred in 2023. The PCAOB currently has access to inspect the working papers of our auditor and our auditor is not subject to the determinations announced by the PCAOB. If trading in our Class A Ordinary Shares is prohibited under the HFCA Act in the future because the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time, Nasdaq may determine to delist our Class A Ordinary Shares and trading in our Class A Ordinary Shares could be prohibited.

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”), governing inspections and investigations of accounting firms based in mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. 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 June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President

Biden, which contained, among other things, an identical provision to the AHFCAA and amended the HFCA Act by 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 period for triggering the delisting of our Company and the prohibition of trading in our securities if the PCAOB is unable to inspect our accounting firm at such future time. See “Risk Factors — Risks Related to Class A Ordinary Shares and This Offering — Our Class A Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors. The delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law on December 29, 2022, amending the HFCAA to require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three” on page 46.

Our management monitors the cash position of the Operating Subsidiaries regularly and prepares budgets on a monthly basis to ensure it has the necessary funds to fulfill its obligations for the foreseeable future and to ensure adequate liquidity. In the event that there is a need for cash or a potential liquidity issue, it will be reported to our chief financial officer and subject to approval by our board of directors.

No regulatory approval is required for Charming Medical to transfer cash to its subsidiaries: Charming Medical is permitted under the laws of the BVI to provide funding to our subsidiaries incorporated in the BVI and Hong Kong subject to certain restrictions laid down in the BVI Act and our post-offering memorandum and articles of association of Charming Medical. Charming Medical’s subsidiary, Beautylab BVI, formed under the laws of the BVI is permitted under the laws of the BVI to provide funding to our Hong Kong Operating Subsidiaries subject to certain restrictions laid down in the BVI Act and memorandum and articles of association of Beautylab BVI. As a holding company, Charming Medical may rely on dividends and other distributions on equity paid by its subsidiaries for its cash and financing requirements. According to the BVI Act, a BVI company may make dividends distribution to the extent that immediately after the distribution, the value of the company’s assets exceeds its liabilities and that such a company is able to pay its debts as they fall due. According to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available for distribution. If any of Charming Medical’s subsidiaries incur debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to Charming Medical. Additionally, as of the date of this prospectus, there are no further BVI or Hong Kong statutory restrictions on the amount of funds which may be distributed by us by dividend. However, in the future, funds may not be available to fund operations or for other use outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or on our HK subsidiary’s ability by the PRC government to transfer cash. Any limitation on the ability of our Operating Subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Class A Ordinary Shares or cause them to be worthless. For a more detailed discussion of how the cash is transferred within our organization, see “Transfers of Cash to and from Our Subsidiaries” on page 4 and “Risk Factors — Risks Related to Our Corporate Structure — We rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have. In the future, funds may not be available to fund operations or for other use outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or our Operating Subsidiaries by the PRC government to transfer cash. 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 and might materially decrease the value of our Class A Ordinary Shares or cause them to be worthless” on page 40 of this prospectus. Other than the above, we did not adopt or maintain any cash management policies and procedures as of the date of this prospectus.

As of the date of this prospectus, neither Charming Medical, Beautylab BVI, nor the Operating Subsidiaries has declared or made any dividend or other distribution to their shareholders, including U.S. investors, in the past, nor have any dividends or distributions been made by subsidiaries to our BVI holding company. Charming Medical and its subsidiaries do not have any plans to distribute earnings in the foreseeable future. For a more detailed discussion of how cash is transferred among Charming Medical and its subsidiaries, see “Prospectus Summary — Transfers of Cash to and from Our Subsidiaries” beginning on page 4, “Dividend Policy” on page 58 and the audited consolidated financial statements and the accompanying footnotes beginning on F-1 of this prospectus.

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. As of the date of this prospectus, there are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HK$ into foreign currencies and the remittance of currencies out

of Hong Kong or across borders and to U.S. investors. The laws and regulations of the PRC do not currently have any material impact on transfer of cash from Charming Medical to the Operating Subsidiaries or from the Operating Subsidiaries to Charming Medical, our shareholders and U.S. investors. However, the PRC government may, in the future, impose restrictions or limitations on our ability to transfer money out of Hong Kong, distribute earnings and pay dividends to and from the other entities within our organization, or reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business outside of Hong Kong and may affect our ability to receive funds from our Operating Subsidiaries in Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. For a more detailed discussion of this risk, see “Transfers of Cash to and from Our Subsidiaries” on page 4 and “Risk Factors — Risks Related to Our Corporate Structure — We rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have. In the future, funds may not be available to fund operations or for other use outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or our Operating Subsidiaries by the PRC government to transfer cash. 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 and might materially decrease the value of our Class A Ordinary Shares or cause them to be worthless” on page 40 of this prospectus.

We are an “emerging growth company” as defined under federal securities laws and will be subject to reduced public company reporting requirements. See “Risk Factors” and “Prospectus Summary — Implications of Being an Emerging Growth Company” on pages 23 and 16, respectively.

We are a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. In addition, as a foreign private issuer, the Nasdaq listing rules allow us to follow corporate governance practices in our home country, the British Virgin Islands, with respect to appointments to our board of directors and committees in lieu of Nasdaq corporate governance rules. Although we do not intend to rely on the “foreign private issuer” exemption under the Nasdaq listing rules, we may elect to rely on this exemption after we complete this offering. See “Risk Factors — Risks Related to Our Class A Ordinary Shares and This Offering,” “Prospectus Summary — Implications of Being a Foreign Private Issuer.” and “Management — Foreign Private Issuer Exemption” on pages 46, 17 and 117, respectively.

Upon the completion of this Offering, Ms. Kit Wong (the “Controlling Shareholder”), our CEO, Director, and Chairman of the Board of Directors, will continue to own 91.65 of the aggregate voting power, assuming that the underwriters do not exercise their over-allotment option, or 91.25% of the aggregate voting power, assuming that the over-allotment option is exercised in full. As such, we will be a “controlled company” within the meaning of the Nasdaq listing rule because our Controlling Shareholder will hold more than 50% of the voting power for the election of directors. Under Nasdaq listing rule 5615(c), a controlled company is exempt from certain corporate governance requirements including: (1) the requirement that a majority of the board of directors consist of independent directors; (2) 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; (3) 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 (4) the requirement for an annual performance evaluation of the nominating and governance committee and compensation committee. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we may elect to rely on this exemption after we complete this offering. For a more detailed discussion of the risk of the Company being a controlled company, see “Risk Factors — Risks Relating to Our Corporate Structure — Our corporate actions will be substantially controlled by our Controlling Shareholder, Kit Wong, who will have the ability to control or exert significant influence over important corporate matters that require approval of shareholders, which may deprive you of an opportunity to receive a premium for your Class A Ordinary Shares and materially reduce the value of your investment. Additionally, we are, and following this offering will continue to be a “controlled company” and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.” on page 45, “Prospectus Summary — Implications of Being a Controlled Company” on page 17, and “Management — Controlled Company Exception” on page 117 of this prospectus.

TABLE OF CONTENTS

Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. For the avoidance of doubt, no offer or invitation to subscribe for Class A Ordinary Shares is made to the public in the British Virgin Islands. You should not rely upon any information about us that is not contained in this prospectus or in one of our public reports filed with the United States Securities and Exchange Commission and incorporated into this prospectus. The information in this registration statement is not complete and is subject to change. No person should rely on the information contained in this document for any purpose other than participating in our proposed Offering, and only the prospectus dated hereof, is authorized by us to be used in connection with our proposed Offering. Our business, financial condition, results of operations, and prospects may have changed since that date.

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

Through and including ________, 2025 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this Offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

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

Prospectus Conventions

Except where the context otherwise requires and for purposes of this prospectus only, references to:

•        “Beautylab BVI,” or “Beautylab Group Medical” are to Beautylab Group Medical Limited, a BVI business company, a subsidiary of Charming Medical;

•        “Board of Directors” refers to the board of Directors of Charming Medical;

•        “BVI Act” refers to the BVI Business Companies Act, 2004 (as amended);

•        “BVI” refers to the British Virgin Islands;

•        “CAGR” refers to compounded annual growth rate, the year-on-year growth rate over a specific period of time;

•        “Class A Ordinary Shares” refers to are to our class A ordinary shares, par value US$0.0001 per share, carrying one vote per share;

•        “Class B Ordinary Shares” refers to are to our class B ordinary shares, par value US$0.0001 per share, carrying 20 votes per share;

•        “China” or the “PRC” refers to the People’s Republic of China, including the Hong Kong and Macau Special Administrative Regions of the People’s Republic of China for the purposes of this prospectus only;

•        “Chinese government” or “PRC government” refers to the government of Mainland China for the purposes of this prospectus only;

•        “Choliya” refers to Choliya Limited, a company incorporated in Hong Kong on March 7, 2021 with limited liability;

•        “Dream International Trading” refers to Dream International Trading (Hong Kong) Limited, a company incorporated in Hong Kong on March 7, 2021 with limited liability;

•        “Exchange Act” refers to the U.S. Securities Exchange Act of 1934;

•        “FY2023”, and “FY2024” refer to fiscal year ended March 31, 2023 and 2024, respectively;

•        “The Group” refers to Charming Medical and its subsidiaries;

•        “HKD,” “Hong Kong dollar(s),” or “HK$” refer to the legal currency of Hong Kong;

•        “Hong Kong” refers to the Hong Kong Special Administrative Region of the People’s Republic of China for the purposes of this prospectus only;

•        “Mainland China” refers to the People’s Republic of China, excluding, for the sole purpose of this prospectus, Taiwan, the Hong Kong Special Administrative Region of the People’s Republic of China, and the Macao Special Administrative Region of the People’s Republic of China;

•        “Memorandum and Articles” refers to the amended and restated memorandum and articles of association of Charming Medical adopted on October 22 2024;

•        “My Beauty Technology” refers to My Beauty Technology Limited, a company incorporated in Hong Kong on September 19, 2019 with limited liability;

•        “Operating Subsidiaries” are to Pilate, My Beauty Technology, Dream International Trading, and Choliya;

•        “Ordinary Shares” refers to our Class A Ordinary Shares and Class B Ordinary Shares;

•        “Pilate” refers to Pilate International Trading Limited, a company incorporated in Hong Kong on July 14, 2016 with limited liability;

•        “PRC laws and regulations” or “PRC laws” refers to the laws and regulations of Mainland China;

•        “SEC” refers to the United States Securities and Exchange Commission;

•        “TCM” refers to traditional Chinese medicine;

•        “TCM-inspired” therapies and products refers to therapies and products that are rooted in and influenced by the principles and practices of Traditional Chinese Medicine (TCM) for the purposes of this prospectus;

•        “US$,” “$,” or “U.S. dollars” refers to the legal currency of the United States;

•        “U.S.,” or “United States” refers to the United States of America;

•        “U.S. GAAP” refers to generally accepted accounting principles in the United States; and

•        “We,” “us,” “our,” “the Company,” “our Company,” and “Charming Medical” are to Charming Medical Limited, a BVI business company incorporated on February 28, 2024, as a holding company, and does not include its subsidiaries, Beautylab Group Medical, Pilate, My Beauty Technology, Dream International Trading, Choliya; and when describing Charming Medical’s consolidated financial information for the fiscal years ended March 31, 2024 and 2023, also include Charming Medical’s subsidiaries as mentioned above.

RISK FACTORS

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

Risks Related to Doing Business in Hong Kong

The legislation of Article 23 of the Basic Law which has come into effect in March 2024 and the evolving Hong Kong legal system have inherent uncertainties that could limit the legal protection available to you.

Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely Hong Kong’s constitutional document, which ensures Hong Kong a high degree of autonomy and the ability to retain its own executive, legislative and independent judicial powers, including that of final adjudication under the principle of “One Country, Two Systems.” Additionally, Hong Kong is responsible for its own domestic affairs including, but not limited to, immigration and customs, public finance and currencies and, with the assistance or authorization of the Central People’s Government of the PRC, the Hong Kong government may make appropriate arrangements with foreign states for reciprocal juridical assistance. Hong Kong continues using the common law system, rather than the civil law system adopted by mainland China.

However, there is no assurance that there will not be any changes in the political arrangement between PRC and Hong Kong and the economic, political and legal environment in Hong Kong in the future. On March 19, 2024, the Legislative Council of Hong Kong passed the Safeguarding National Security bill and the Safeguarding National Security Ordinance, which was enacted according to the Article 23 of the Basic Law of Hong Kong, has come into effect on March 23, 2024, and the previous proposal for the legislation of Article 23 of the Basic Law in 2003 was withdrawn due to mass opposition. The said ordinance mainly covers five types of offenses, i.e. treason, insurrection, offences in connection with state secrets and espionage, sabotage endangering national security and related activities, and external interference and organizations engaging in activities endangering national security. It is difficult for us to predict the degree of its adverse impact on Hong Kong or our business in Hong Kong but if our Hong Kong Operating Subsidiaries is determined to be in violation of the Safeguarding National Security Ordinance by competent authorities, our business operations, financial position and results of operations could be materially and adversely affected. Since all of our operations are based in Hong Kong, any change in the political arrangements between Hong Kong and the PRC may pose an adverse impact on the stability of the economy in Hong Kong, thereby directly and adversely affecting our business, results of operations and financial positions, and legal protection available to investors.

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

We have no operations in Mainland China. Our Operating Subsidiaries is located and operates its business in Hong Kong, a special administrative region of the PRC. Pursuant to the Basic Law of Hong Kong (“Basic Law”), national laws of Mainland China do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. National laws that may be listed in Annex III are currently limited

under the Basic Law to those which fall within the scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. National laws and regulations relating to data protection, cybersecurity and the anti-monopoly have not been listed in Annex III and so do not apply directly to Hong Kong.

However, due to long-arm provisions under the current PRC laws and regulations, there remains regulatory and legal uncertainty with respect to the implementation of certain PRC laws and regulations to Hong Kong. As a result, there is no guarantee that the PRC government may not choose to implement the laws of Mainland China to Hong Kong and exercise significant direct influence and discretion over the operation of our Operating Subsidiaries in the future and, it will not have a material adverse impact on our business, financial condition and results of operations, due to changes in laws, political arrangement, or other unforeseeable reasons.

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

The laws and regulations in Mainland China are evolving, and their enactment timetable, interpretation, enforcement, and implementation involve significant uncertainties and may change quickly with little advance notice, along with the risk that the PRC government may intervene or influence our Operating Subsidiaries’ operations at any time could result in a material change in our operations and/or the value of our securities. Moreover, there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations related to our business and the enforcement and performance of our arrangements with clients in certain circumstances. The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our understanding of these laws and regulations. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business.

The laws, regulations, and other government directives in Mainland 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;

•        cause devaluation of our securities or delisting; 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 modify or even cease our business operations.

We are aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in Mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over Mainland China-based companies listed overseas using a VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Based on our understanding of the PRC laws and regulations currently in effect as of the date of this prospectus, as our Operating Subsidiaries is located and operates in Hong Kong, we are not currently required to obtain permission from the PRC government to list on a U.S. securities exchange and consummate this Offering. However, there is no guarantee that this will continue to be the case in the future in relation to the continued listing of our securities on a securities exchange outside of the PRC, or even when such permission is obtained, it will not be subsequently denied or rescinded.

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

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

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

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

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

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

On December 24, 2021, the CSRC, together with other relevant government authorities in China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing Regulations”). The Draft Overseas Listing Regulations requires that a PRC domestic enterprise seeking to issue and list its shares overseas (“Overseas Issuance and Listing”) shall complete the filing procedures of and submit the relevant information to CSRC. The Overseas Issuance and Listing includes direct and indirect issuance and listing.

Where an enterprise whose principal business activities are conducted in PRC seeks to issue and list its shares in the name of an overseas enterprise (“Overseas Issuer”) on the basis of the equity, assets, income or other similar rights and interests of the relevant PRC domestic enterprise, such activities shall be deemed an indirect overseas issuance and listing (“Indirect Overseas Issuance and Listing”) under the Draft Overseas Listing Regulations.

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

Although our Operating Subsidiaries in Hong Kong may collect and store certain data (including certain personal information) from our customers, some of whom may be individuals in Mainland China, in connection with our business and operations for “Know Your Customers” purpose, we believe we and our Operating Subsidiaries will not be deemed to be an “operator of critical information infrastructure,” any “data processor” carrying out data processing activities, and we are not subject to cybersecurity review by the CAC for this Offering or required to obtain regulatory

approval from the CAC nor any other PRC authorities for our and our subsidiaries’ operations Hong Kong, since (i) our Operating Subsidiaries are incorporated and operating in Hong Kong only without any subsidiary or VIE in Mainland China, and it is unclear whether the Measures for Cybersecurity Review (2021) shall be applied to a Hong Kong company; (ii) as of date of this prospectus, our Operating Subsidiaries have in aggregate collected and stored the personal information of less than one thousand individuals in Mainland China only and we have acquired the customers’ separate consents for collecting and storing of their personal information and data; (iii) we do not place any reliance on collection and processing of any personal information to maintain our business operation; (iv) data processed in our business should not have a bearing on national security nor affect or may affect national security; (v) all of the data our Operating Subsidiaries have collected is stored in servers located in Hong Kong; and (vi) as of the date of this prospectus, neither we or our Operating Subsidiaries have been informed by any PRC governmental authority of being classified as “operator of critical information infrastructure” or “data processor” that is subject to CAC cybersecurity review or a CSRC review.

Furthermore, based on laws and regulations currently in effect in the PRC as of the date of this prospectus, we believe we are not required to obtain regulatory approval from the CSRC or go through the filing procedures under the Trial Administrative Measures before our Class A Ordinary Shares can be listed or offered in the U.S since neither we, nor our subsidiaries, are “PRC domestic companies” which are subject to the Trial Administrative Measure, because (i) we are headquartered in Hong Kong, with our officers and all members of the board of directors based in Hong Kong who are not Mainland China citizens; (ii) we do not, directly or indirectly, own or control any entity or subsidiary in Mainland China, nor is it controlled by any Mainland Chinese company or individual directly or indirectly; (iii) we only operate in Hong Kong, all of our revenues and profits are generated by our Operating Subsidiaries in Hong Kong, none of our business activities are conducted in Mainland China, and we have not generated revenues or profits from Mainland China in the most recent accounting year accounts for more than 50% of the corresponding figure in our audited consolidated financial statements for the same period; (iv) we do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a VIE structure with any entity in Mainland China; (v) pursuant to the Basic Law of Hong Kong, or the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy).

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

Although we are currently not required to obtain approvals from the PRC authorities to operate our business or list on the U.S. exchanges and offer securities, specifically, we are currently not required to obtain any permission or approval from the CSRC, the CAC or any other PRC governmental authority to operate our business or to list our securities on a U.S. securities exchange or issue securities to foreign investors, we cannot assure you that PRC regulatory agencies, including the CAC, would take the same view as we do, and there is no assurance that we can fully or timely comply with such laws. There remains uncertainty as to how the Measures for Cybersecurity Review (2021) will be interpreted or implemented and the relevant PRC governmental authority may not take a view that is consistent with ours. Also, significant uncertainty exists in relation to the interpretation and enforcement of relevant PRC cybersecurity laws and regulations. If we were deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users under the Measures, or if other regulations promulgated in relation to the Measures are deemed to apply to us, our business operations and the listing of our Class A Ordinary Shares in the U.S. could be subject to cybersecurity review by the CAC, in the future. In the event that we are subject to any mandatory cybersecurity review and other specific actions required by the CAC, we

face uncertainty as to whether any clearance or other required actions can be completed in a timely fashion or at all. Given such uncertainty, we may be further required to suspend our relevant business, shut down our website, or face other penalties which could materially and adversely affect our business, financial condition, and results of operations.

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

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

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

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

data user whether the data user holds personal data of which the individual is the data subject; (b) if the data user holds such data, to be supplied with a copy of such data; and (c) the right to request correction of any data they consider to be inaccurate. The Commissioner may carry out criminal investigations and institute prosecution for certain offenses. Depending on the severity of the cases, the Privacy Commissioner will decide whether to prosecute or refer cases involving suspected commission to the Department of Justice of Hong Kong. Victims may also seek compensation by civil action from data users for damage caused by a contravention of the PDPO. The Commissioner may provide legal assistance to the aggrieved data subjects if the Commissioner deems fit to do so. See “Regulation” on page 106.

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

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

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

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

The enactment of the law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our Hong Kong subsidiaries, which represent substantially all of our business.

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, former U.S. President Donald Trump signed into law the Hong Kong Autonomy Act (“HKAA”), into law, authorizing the U.S. administration to impose blocking sanctions against individuals and entities 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 former and current Chief Executives of HKSAR, Carrie Lam and John Lee, respectively. On October 14, 2020, the U.S. State Department submitted to relevant committees of Congress the report required under HKAA, identifying persons materially contributing to “the failure of the Government of China to meet its obligations under the Joint Declaration or the Basic Law.” The HKAA further authorizes secondary sanctions, including the imposition of blocking sanctions, against foreign financial

institutions that knowingly conduct a significant transaction with foreign persons sanctioned under this authority. The imposition of sanctions may directly affect foreign financial institutions and any third parties or clients dealing with any foreign financial institution that is targeted. It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies located in Hong Kong. If our Hong Kong subsidiaries, which represent substantially all of our business, are determined to be in violation of the Hong Kong National Security Law or the HKAA by competent authorities, our business operations, financial position and results of operations could be materially and adversely affected.

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

As one of the conditions for the handover of the sovereignty of Hong Kong to the PRC, the PRC accepted conditions such as Hong Kong’s Basic Law. According to Article 18 of the Basic Law, national laws of the PRC shall not be applied in Hong Kong, except for those listed in Annex III to the Basic Law, such as the laws relating to the national flag, national anthem, and diplomatic privileges and immunities. The Basic Law guaranteed a high degree of autonomy for Hong Kong which ensured Hong Kong will retain its currency (the Hong Kong Dollar), legal system, parliamentary system, and people’s rights and freedom for fifty years from 1997. This agreement has given Hong Kong the freedom to function with a high degree of autonomy. The Special Administrative Region of Hong Kong is responsible for its domestic affairs, including, but not limited to, the judiciary and courts of last resort, immigration, and customs, public finance, currencies, and extradition. Hong Kong continues using the English common law system. However, if there are any changes in relation to the political arrangements which allows Hong Kong to function autonomously, this could potentially impact Hong Kong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our Operating Subsidiaries’ business and operations. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the pre-emption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including the ability to enforce agreements with our customers.

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

All of our operations are in Hong Kong. During the period covered by the financial information incorporated by reference into and included in this prospectus, we derive all of our revenue from operations in Hong Kong. Accordingly, the business operations and financial conditions of our Operating Subsidiaries will be affected by the political and legal developments in Hong Kong. Any adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, as well as significant natural disasters, may affect the market and may adversely affect our operations. Given the relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on our business operations, which could in turn adversely and materially affect our business, results of operations and financial condition.

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

Based on certain recent development including the Hong Kong National Security Law that was passed 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 President Trump issued an executive order and signed into law the 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, Mainland China, and Hong Kong, which could potentially harm our business. It is difficult to predict the full impact of the HKAA on Hong Kong and companies with operations in Hong Kong like us. Furthermore, legislative or administrative actions in respect of China-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price of our Class A Ordinary Shares could be adversely affected.

Because our business is conducted in Hong Kong dollars and the price of our Class A Ordinary Shares is quoted in United States dollars, changes in currency conversion rates may affect the value of your investments.

Since our business is conducted in Hong Kong, our books and records are maintained in Hong Kong dollars, which is the currency of Hong Kong, and the financial statements that we file with the SEC and provide to our shareholders are presented in United States dollars. Changes in the exchange rate between the Hong Kong dollar and U.S. dollar affect the value of our assets and the results of our operations in United States dollars. The value of the Hong Kong dollar against the United States dollar and other currencies may fluctuate and is affected by, among other things, changes in the Hong Kong’s political and economic conditions and perceived changes in the economy of Hong Kong and the United States. Any significant revaluation of the Hong Kong dollar may materially and adversely affect our cash flows, revenue and financial condition. Further, our Class A Ordinary Shares offered by this prospectus are denominated in United States dollars, we will need to convert the net proceeds we receive into Hong Kong dollar in order to use the funds for our business. Changes in the conversion rate between the United States dollar and the Hong Kong dollar will affect that amount of proceeds we will have available for our business.

Since 1983, Hong Kong dollars have been pegged to the U.S. dollars at the rate of approximately HK$7.80 to US$1.00. We cannot assure you that this policy will not be changed in the future. If the pegging system collapses and Hong Kong dollars suffer devaluation, the Hong Kong dollar cost of our expenditures denominated in foreign currency may increase. This would in turn adversely affect the operations and profitability of our business.

Risks Related to Our Business and Industry

We operate in a dynamic industry and have a limited operating history. Our historical results of operations and financial performance may not be indicative of future performance.

As a company with a relatively limited operating history, our historical results may not be indicative of our future performance. We may not be successful in executing our growth strategy, and even if we achieve our strategic plan, we may not be able to sustain profitability. In future periods, our revenue could decline or grow more slowly than we expect. We may also incur significant losses in the future for a number of reasons, including as a result of the materialization of the following risks and the other risks described in this prospectus, and we may encounter unforeseen difficulties, complications, delays and other unknown factors:

•        we may be unsuccessful in predicting and capturing industry trends and consumer preferences;

•        we may be unable to introduce new services and products that appeal to consumers;

•        we may be unsuccessful in protecting or enhancing the recognition and reputation of our brand;

•        we may be unsuccessful in competing for market share with our existing or new competitors;

•        the ability of our third-party suppliers to produce and deliver our products in a timely way and subject to ever changing customer expectations could be disrupted;

•        we may fail to adjust our sales and marketing strategies fast enough to stay current with consumers’ behavioral changes in using internet and mobile devices;

•        we may not be able to maintain and improve our customer experience;

•        we may experience service interruptions, data corruption, cyber-based attacks or network security breaches which may result in the disruption of our operating systems;

•        we may be unable to retain key members of our senior management team or attract and retain other qualified personnel;

•        we may fail to successfully implement new business initiatives, especially expansion into new offerings or new business lines in which we have limited or no prior experience, including sustaining continued expansion of our Operating Subsidiaries;

We cannot be sure that we will be successful in addressing these and other risks and challenges we may face in the future. Any of these occurrences could have a material and adverse impact on our business, results of operations and financial condition. Our customer base may not continue to grow or may decline as a result of such risks. Any of these risks could cause our net sales growth to decline and may adversely affect our margins and profitability. Failure to continue our net sales growth or improve margins could have a material adverse effect on our business, financial condition, and results of operations. You should not rely on our historical rate of net sales growth as an indication of our future performance.

Our failure to compete effectively could adversely affect our market share, revenues and growth prospects.

The TCM-inspired beauty and wellness industry in Hong Kong and its surrounding region in mainland China is subject to significant competition and pricing pressures. Competition in the industry is based on multiple factors, including the ability to launch new products and introduce new services, pricing of products, quality of products and services, brand awareness, perceived value and quality, innovation, offline sales capabilities, customers’ functional and emotional satisfaction, promotional activities, advertising, e-commerce initiatives and other activities. We will experience significant competitive pricing pressures as well as competitive products and services. Several significant competitors may offer products and services at the same or lower prices than ours. The market is highly sensitive to the introduction of new services and products, which may rapidly capture a significant share of the market. It is possible that one or more of our competitors could develop a significant research advantage over us that allows them to provide superior products that are more attractive to consumers, which could put us in a competitive disadvantage. Our competitors may also roll out services and products targeting younger generations at a competitive price or adopt a price-cutting strategy for their current products and services to directly compete with us. We cannot ensure that our existing customers will not allocate more market share to our competitor’s services and products or cease to purchase our products or use our services completely. Further, our competitors may attempt to gain market share by offering products at prices at or below the prices at which our products are typically offered. Competitive pricing may require us to reduce our prices, which would decrease our profitability or result in lost sales. Because many of our competitors have greater resources than we do, they may be able to better withstand these price reductions and loss of sales under a competitive pricing strategy. Continued pricing pressure or improvements in research and shifts in customer preference could adversely impact our customer base or pricing structure and have a material and adverse effect on our business, financial conditions, results of operations and cash flows.

It is difficult for us to predict the timing and scale of our competitors’ activities in these areas or whether new competitors will emerge in the TCM-inspired beauty and wellness industry. In addition, further technological breakthroughs, including new and enhanced technologies, new product offerings by competitors and the strength and success of our competitors’ marketing programs may impede our growth and the implementation of our business strategy. Our ability to compete also depends on the continued strength of our brand, services, and products, our ability to predict and capture industry trends and consumer preferences, the success of our marketing, innovation and execution strategies, the continued diversification of our product offerings, the successful management of new product introductions and innovations, strong operational execution, including in order fulfillment and supply chain management, and our success in entering new markets and expanding our business in existing geographies. If we are unable to continue to compete effectively, we may lose our market share and our business, results of operations and financial condition may be materially and adversely affected.

If we are unable to provide superior customer experiences, our business and reputation may be materially and adversely affected.

The success of our business depends on our ability to provide superior customer experience, which in turn depends on a variety of factors, including but not limited to:

•        Providing personalized services and solutions tailored to customers’ needs and emphasizing TCM’s holistic approach;

•        Ensuring all technicians are highly trained, licensed, and experienced;

•        Ensuring the use of only high-quality, authentic products that are sourced from reputable suppliers and meet safety standards;

•        Providing exceptional customer service by training all technicians and staff to be attentive, friendly, and knowledgeable; and

•        Actively seeking customer feedback to identify areas for improvement and using the feedback to continuously refine and improve services, ensuring that customer preferences and expectations are consistently met or exceeded.

However, if our technicians or staff fail to provide satisfactory service, or the therapies do not deliver the promised results as expected by the customers, or if customers experience difficulty in booking appointments, long wait times, or if appointments are frequently rescheduled or canceled, our brand and customer loyalty may be adversely affected.

Besides, we cannot guarantee that we will be able to maintain a low turnover rate of existing employees and provide sufficient training to new employees to meet our standards of customer service or that an influx of less experienced personnel will not dilute the quality of our customer service. In addition, any negative publicity or poor feedback regarding our customer service may harm our brand and reputation and in turn cause us to lose customers and market share.

Our business depends, in part, on the quality of our service and products and our ability to meet customers’ expected outcomes.

Our success is heavily dependent on the quality of our products and services and our ability to meet or exceed customer expectations. If we fail to consistently deliver products and services that achieve the desired results for our customers, our reputation could suffer, leading to decreased customer satisfaction, loss of repeat business, and potential negative reviews. This, in turn, could adversely affect our ability to attract new customers and maintain long-term business relationships, ultimately impacting our revenue and profitability. In addition, any loss of confidence on the part of consumers in the quality, of the products and our services, or the ingredients used in our products, whether related to product contamination or product safety or quality failures, actual or perceived, or inclusion of prohibited or restricted ingredients or an improper mixture of ingredients, could tarnish the image of our brand and could cause consumers to choose other products. Allegations of contamination or other adverse effects on product safety or suitability for use by a particular consumer, even if untrue, may require us to expend significant time and resources responding to such allegations and could, from time to time, result in the suspension of sales or a recall of a product from any or all of the markets in which the affected product was distributed. Any such issues or recalls could negatively affect our profitability and brand image.

If our products are found to be, or perceived to be, defective or unsafe, or if they otherwise fail to meet our consumers’ expectations, our relationships with consumers could suffer, the appeal of our brand could be diminished, we may need to recall some of our products and/or become subject to regulatory action, and we could lose sales or market share or become subject to boycotts or liability claims. In addition, safety or other defects in our competitors’ products could reduce consumer demand for our products if consumers view them to be similar. Any of these outcomes could result in a material adverse effect on our business, financial condition and results of operations.

Any catastrophe, including natural catastrophes, epidemics and other outbreaks and extraordinary events, could disrupt our business operation.

In addition to the impact of COVID-19, our business could be materially and adversely affected by natural disasters, other epidemics or other public safety concerns affecting Hong Kong. Natural disasters may give rise to server interruptions, breakdowns, system failures, technology platform failures, internet failures or otherwise operation interruptions of ours and our manufacturers, suppliers and service providers, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect the ability of ours and our manufacturers, suppliers and service providers to conduct the daily operations and to manufacture and deliver our products. Our business could also be adversely affected if employees of ours or our manufacturers, suppliers and service providers are affected by epidemics.

There are significant risks associated with contracting with third-party suppliers.

We sell a significant number of products that are manufactured by third-party suppliers over which we have no direct control. We cannot guarantee that no contaminations, defects, or other safety issues will happen with respect to the raw materials, components, and ingredients or during the manufacturing process. While we have implemented processes and procedures to try to ensure that the suppliers we use are complying with all applicable regulations, there can be no assurances that they are or will be effective in preventing all defects or safety issues or otherwise maintaining full compliance of our products with product safety related laws, regulations and standards. We cannot guarantee that our third-party suppliers in all instances will comply with such processes and procedures or otherwise with applicable regulations. Noncompliance could result in our marketing and distribution of contaminated or dangerous products which would subject us to product liability risk and could result in the imposition by government authorities of penalties. Any or all of these effects could adversely affect our business, financial condition and results of operation.

The relative lack of stringent laws and regulations in Hong Kong’s wellness and beauty services sector, particularly in the TCM-inspired wellness and beauty industry, poses a risk of inconsistent service quality. Any failure to maintain high standards of quality and safety could also adversely affect our reputation, customer trust, and overall business performance. In addition, to the extent any new regulatory measures are required to be implemented, our business, financial condition, and results of operations could be adversely affected, potentially materially decreasing the value of our Class A Ordinary Shares and rendering them worthless.

The beauty and wellness industry, particularly the TCM-inspired beauty and wellness industry, lacks universally accepted regulatory frameworks governing qualifications and practices in Hong Kong. Industry standards such as “Specification of Competency Standards for the Beauty Industry in Hong Kong,” which outline the skills, knowledge, and competencies required for beauty industry professionals, were established to standardize professional qualifications and ensure high-quality services and safety standards. While adherence to these standards is highly recommended to maintain industry credibility and consumer trust, it is voluntary rather than mandatory As a result, the industry is largely self-regulated, with qualifications and service practices varying widely across providers. Even though we have implemented rigorous internal quality control measures, the absence of external regulatory oversight increases the risk of inconsistencies in service delivery. Should new regulatory measures be introduced and implemented, and we are unable to comply with the new regulations in a timely manner, our business, financial condition, and results of operations could be adversely affected, potentially materially decreasing the value of our Class A Ordinary Shares, and rendering them worthless. Any failure to maintain high standards of quality and safety could also adversely affect our reputation, customer trust, and overall business performance.

Our employees or business partners or other parties with whom we maintain business relationships may engage in misconduct or other improper activities, which may disrupt our business, hurt our reputation and results of operations.

Our employees or business partners, including third-party suppliers, may be subject to regulatory penalties or punishments or other legal proceedings because of their wrongdoings or regulatory compliance failures, which may disrupt our business. For example, we currently rely on third-party manufacturers to produce our products. Although we usually require our third-party manufacturers to provide compliance representations and covenants, we cannot assure that they will not engage in any incompliant practices such as environmental or product safety requirement violations. If they engage in any noncompliance or face regulatory sanctions or operation suspensions, our business may as a result be disrupted and our reputation may be harmed.

We are exposed to the risk of fraud or other misconduct by our employees or third parties partners with whom we have business arrangements. Misconduct by employees or third-party partners could include inadvertent or intentional failures to comply with the laws and regulations to which we are subject or with our policies, provide accurate information to regulatory authorities, comply with ethical, social, product, labor and environmental standards, comply with fraud and abuse laws and regulations, report financial information or data accurately, or disclose unauthorized activities to us. We have no control over the off-work time and behaviors of our employees and the operations of our third-party partners. Any legal liabilities of, or regulatory actions against, our employees, especially key employees, or business partners may affect our business activities and reputation and, in turn, our results of operations.

We may from time to time become a party to litigation, legal disputes, claims or administrative proceedings that may materially and adversely affect us.

We may from time to time become a party to various litigation, legal disputes, claims or administrative proceedings arising in the ordinary course of our business. The outcome of any litigation, legal disputes, claims or administrative proceedings is hard to predict. If any verdict or award is rendered against us or if we decide to settle the disputes, we may be required to incur monetary damages or other liabilities. Even if we can successfully defend ourselves, we may have to incur substantial costs and spend substantial time and effort in these lawsuits. Negative publicity relating to such litigation, legal disputes, claims or administrative proceedings may damage our reputation and adversely affect the image of our brand and services. Furthermore, any litigation, legal disputes, claims or administrative proceedings which are not of material importance may escalate due to the various factors involved, such as the facts and circumstances of the cases, the likelihood of winning or losing, the monetary amount at stake, and the parties concerned continue to evolve in the future, and such factors may result in these cases becoming of material importance to us. Consequently, any ongoing or future litigation, legal disputes, claims or administrative proceedings could materially and adversely affect our business, financial condition and results of operations.

The continued and collaborative efforts of our senior management and key employees are crucial to our success, and our business may be harmed if we lose their services.

Our success is, to a certain extent, attributable to the management and sales and marketing, as well as the continued and collaborative efforts of our senior management and key employees. If our senior management cannot work together effectively or efficiently, our business may be severely disrupted. If, however, one or more of our executives or other key personnel are unable or unwilling to continue to provide services to us, we may not be able to find suitable replacements easily or at all. Competition for management and key personnel is intense in the TCM-inspired beauty and wellness industry and the pool of qualified candidates is limited. We may not be able to retain the services of our executives or key personnel, or attract and retain experienced executives or key personnel in the future. If any of our executive officers or employees joins a competitor or forms a competing business, they may divulge business secrets, know-how, customer lists and other valuable resources. Our senior management and key employees have entered into employment agreements which include confidentiality terms with us. However, if any dispute arises between any of them and us, we may have to incur substantial costs and expenses in order to enforce such agreements or we may be unable to enforce such agreements at all. Any failure to attract or retain key management and personnel could severely disrupt our business and growth.

Our future success will also depend on our ability to attract and retain highly skilled technical, managerial, finance, marketing, sales and customer service employees. Qualified individuals are in high demand and competition for talent could cause us to offer higher compensation and other benefits to attract and retain them. Even if we were to offer higher compensation, we may not be able to successfully attract, assimilate or retain the personnel we need to succeed.

If the Operating Subsidiaries fail to obtain and maintain the requisite licenses, permits, registrations and filings applicable to the business, or fail to obtain additional licenses, permits, registrations or filings that become necessary as a result of new enactment or promulgation of government policies, laws or regulations or the expansion of our business, the business and results of operations may be materially and adversely affected.

As of the date of this prospectus, our Operating Subsidiaries have obtained and maintained valid business licenses and permits, among other things, necessary for our operations and the provision of services and the sale of products. However, as a fast-growing company with a limited operating history that is continuously exploring other approaches to conduct sales and marketing cost-effectively and capture points of growth, we may not be able to obtain in time all the additional licenses, registrations and filings that are advisable to obtain for certain aspects of our operations. Failure to obtain such additional licenses, permits, registrations, or filings that could later become necessary to obtain as a result of new enactment or promulgation of government policies, laws, or regulations, which may subject us to warnings, orders of correction, pecuniary penalties or other administrative proceedings from relevant governmental authorities, could materially and adversely affect our business and results of operations. As of the date of this prospectus, we have not received any notice of warning nor have we been subject to any administrative penalties or other disciplinary actions from the relevant governmental authorities for lack of licenses, permits, registrations, or filings. However, we cannot assure you that we will not be subject to any administrative action that may materially and adversely affect our business, financial condition, and results of operations.

In addition, certain licenses, permits, or registrations we hold are subject to periodic renewal. If we fail to maintain or renew one or more of our licenses and certificates when their current term expires or obtain such renewals in a timely manner, our operations could be disrupted.

Further, due to uncertainties of interpretation and implementation of existing laws and the adoption of additional laws and regulations, the licenses, permits, registrations or filings we held may be deemed insufficient by relevant regulatory authorities, which may restrain our ability to expand our business scope and may subject us to fines or other regulatory actions. Furthermore, as we develop and expand our business scope, we may need to obtain additional permits and licenses and we cannot assure that we will be able to obtain such permits on time or at all.

If we are unable to protect our intellectual property, the value of our brands and other intangible assets may be diminished, and our business may be adversely affected.

We rely on a combination of trademark, trade secret, and other laws protecting proprietary rights, nondisclosure and confidentiality agreements and other practices, to protect our brand and proprietary information, know-how, technologies and processes. Our intellectual property are valuable assets that support our brand and consumers’ perception of our products. Third parties may oppose our trademark or patent applications domestically or abroad, or otherwise challenge our use of intellectual properties. In the event that our trademarks or other intellectual properties are successfully challenged, we could be forced to rebrand our products or refrain from using certain designs, which could result in the loss of brand recognition, impair the attractiveness of our products and could require us to devote resources to advertising and marketing new brands and product designs.

Despite our efforts to protect our intellectual property rights and proprietary information, unauthorized parties may attempt to copy or otherwise obtain and use our intellectual properties or know-how. Monitoring for infringement or other unauthorized use of our intellectual property rights and know-how is difficult and costly, and such monitoring may not be effective. From time to time, we may have to resort to courts or administrative proceedings to enforce our intellectual property rights, which may result in substantial costs and the diversion of resources.

We collect, store, process and use a variety of customer data and information for analysis of the changing consumer preferences and industry trends, which subjects us to laws and regulations related to privacy, information security and data protection. Any failure to comply with these laws and regulations could materially and adversely harm our business.

We collect, store, process and use a variety of customer data and information for analysis of the changing consumer preferences and beauty trends to guide our product development and to improve our products and customer experience and to predict and react to industry trends and consumers’ preferences and behavior effectively and efficiently. The confidentiality, access, collection, use and disclosure of customers’ data are highly regulated in Hong Kong. The government authorities have enacted laws and regulations relating to the protection of privacy, personal information and data, under which we are required to clearly indicate the purposes, methods and scope of any information collection and usage, to obtain appropriate customer consent and to establish customer information protection systems with appropriate remedial measures. While we strive to comply with such laws and regulations, as well as our privacy policies and other obligations we may have with respect to privacy and data protection, some of our data collection activities may be deemed beyond the scope of or without the consent of our customers. Any failure or perceived failure to comply with laws, regulations or policies related to privacy, information security and data protection may result in inquiries and other proceedings or actions against us by government authorities or others, as well as negative publicity and damage to our reputation and brand, each of which could cause us to lose customers. In addition, as data protection and privacy issues draw more and more attention from society, we may also become subject to new laws and regulations, or newly adopted interpretations and applications of existing privacy and data protection laws or regulations, which are often uncertain and in flux and could further restrict collection and usage of customer data, or otherwise inconsistent with our practice. Any additional enactment or promulgation of this type of law or regulation may, among other things, require us to implement new security measures or bring within the legislation or promulgation other personal data not currently regulated. Compliance with any additional laws could be expensive, may place restrictions on our data collection and processing practice, the conduct of our business and how we interact with our customers.

Any data breach or security incident may lead to leaks and/or unauthorized access, disclosure, or use of personal data we collect, which may hurt our reputation and brand image, disrupt our operations, as well as materially and adversely affect our financial condition and results of operations.

We collect, store, and analyze customer and operations data, some of which are sensitive personal data. As such, any data breach or security incident could expose us to the risk of unintentional leaks and/or unauthorized access, disclosure, or use of these personal data, which may hurt our reputation and brand image, disrupt our operations, as well as materially and adversely affect our financial condition and results of operations. We could face government enforcement, significant fines, litigation settlements or judgments, and declining share prices, if we were to be found liable for data breaches. Our data is encrypted and saved on cloud-based servers, segregated from the internet, protected by access control, and further backed up in long-distance servers, so as to minimize the possibility of data loss or breach. As of the date of this prospectus, we have not experienced any material security breaches.

Despite the security measures we have implemented, we may experience cyber-attacks of varying degrees, including attempts to hack into our cloud or our intranet and steal customer and business information or obtain economic benefits from us. Our security measures may also be breached due to employee error, malfeasance, or otherwise. Additionally, outside parties may attempt to fraudulently induce our employees to disclose sensitive information in order to gain access to our data, or may otherwise obtain access to such data. Any such breach or unauthorized access could result in significant legal and financial exposure, damage to our reputation and a loss of confidence in the security of our information system that could deter our customers from engaging with us, and have an adverse effect on our business and results of operations. Because the techniques used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived breach of our security occurs, our customers’ and business partners’ perception of the effectiveness of our security measures could be harmed, we could lose customers and business partners, may not be able to maintain the level of engagement with customers and business partners and we may be exposed to significant legal and financial risks, including legal claims and regulatory fines and penalties. Any of these actions could have a material and adverse effect on our business and results of operations.

An economic downturn may adversely affect consumer discretionary spending and demand for our products and services.

Our products and services may be considered discretionary purchases for consumers. Factors affecting the level of consumer spending for such discretionary items include general economic conditions and other factors, such as consumer confidence in future economic conditions, consumer sentiment, the availability and cost of consumer credit, levels of unemployment, and tax rates. Unfavorable economic conditions may lead consumers to delay or reduce purchases of our products and consumer demand for our products may not grow as we expect. Our sensitivity to economic cycles and any related fluctuation in consumer demand for our products and services may have an adverse effect on our results of operations and financial condition.

Our business expansion into other countries will require a substantial investment and commitment of resources, that is subject to risks and uncertainties.

We plan to increase our international market share by entering new geographic regions or countries. A successful business expansion is dependent not only on our ability to manage the financial and operational aspects of our existing stores, but more importantly, our expansion strategies, including thorough market research to understand local demand, consumer behavior, and the competitive landscape. We must also navigate regulatory and legal compliance, adapt to cultural differences, and establish efficient supply chains and logistics. Besides, brand recognition, talent acquisition, and strategic partnerships are crucial for a successful business expansion. We cannot guarantee that our business expansion into other regions or countries will be successful. These risks and uncertainties associated with new markets may result in financial losses, hinder the company’s ability to sustain operations in new markets, and ultimately affect the overall success of the expansion strategy, and our total revenue and profitability.

Our business is subject to complex and evolving product safety laws, regulations and standards. If we fail to comply with these laws, regulations and safety standards or if our products otherwise have defects, we may be required to recall products and may face penalties and product liability claims, either of which could result in unexpected costs and damage our reputation.

The production and sale of beauty products and their components, ingredients and raw materials are subject to product safety laws, regulations and national and industrial standards. All our therapies and products undergo strict quality control, including training service providers and selecting third-party product suppliers to ensure safety and efficacy. In addition, we closely monitor the development of laws, regulations and standards applicable to our business. However, some of these laws, regulations, and standards are relatively new and because their interpretation and implementation are evolving, we cannot assure you that the competent authorities will always hold the same view as our counsel does in terms of the compliance of our business operations. Any failure or perceived failure to comply with laws, regulations or standards with respect to product safety, or any sale suspension or product recall may lead to government investigations of us, penalties and lawsuits against us which may result in adverse publicity. Furthermore, we may experience significant costs in connection with the suspension of sales or recall, litigation, investigations or penalties which could have a material and adverse effect on our business, financial condition and results of operations.

Our failure to appropriately respond to changing consumer preferences and demand for new products could significantly harm our customer relationships and product sales.

Our business is particularly subject to changing consumer trends and preferences. Our continued success depends in part on our ability to anticipate and respond to these changes, and we may not be able to respond in a timely or commercially appropriate manner to these changes. If we are unable to do so, our customer relationships and product sales could be harmed significantly.

Furthermore, the TCM-inspired beauty and wellness industry is characterized by rapid and frequent changes in demand, consumer preference, and new product introductions. Our failure to accurately predict or follow these trends could negatively impact consumer opinion of our brand, our customer relationships and cause losses to our market share. The success of our new product offerings depends upon a number of factors, including our ability to: accurately anticipate customer needs; innovate and develop new products; successfully commercialize new products in a timely manner; price our products competitively; manufacture and deliver our products in sufficient volumes and in a timely manner; and differentiate our product offerings from those our competitors.

If we do not introduce new products or make enhancements to meet the changing needs of our customers in a timely manner, some of our products could become obsolete, which could have a material adverse effect on our revenues and operating results.

If our products do not have the effects intended or cause undesirable side effects, our business, financial condition, results of operations, and prospects could be harmed significantly.

Although many of the ingredients in our current products for which there is a long history of human consumption and we believe that all of these products and the combinations of these ingredients are safe when taken as directed, the products could have certain undesirable side effects if not taken as directed or if taken by a consumer who has certain medical conditions. In addition, these products may not have the effect intended if they are not taken in accordance with instructions, which may include dietary restrictions. Furthermore, there can be no assurance that any of these products, even when used as directed, will have the effects intended or will not have harmful side effects in an unforeseen way or on an unforeseen cohort. If any of our current products or products we develop in the future are later shown to be harmful or generate negative publicity from perceived harmful effects, our business, financial condition, results of operations, and prospects could be harmed significantly.

Our business is subject to inherent risks relating to product liability and personal injury claims.

As a provider of TCM-inspired beauty and wellness therapies and products, we are subject to product liability claims if the use of our products is alleged to have resulted in injury. For instance, adverse reactions resulting from human consumption of the ingredients contained in our products could occur. We may also be obligated to recall affected products. If we are found liable for product liability claims, we could be required to pay substantial monetary damages. Furthermore, even if we successfully defend ourselves against this type of claim, we could be required to spend significant management, financial and other resources, which could disrupt our business, and our reputation as well

as our brand name may also suffer. We do not carry product liability insurance. As a result, any imposition of product liability could materially harm our business, financial condition and results of operations. In addition, we do not have any business interruption insurance due to the limited coverage of any available business interruption insurance in Hong Kong, and as a result, any business disruption or natural disaster could severely disrupt our business and operations and significantly decrease our revenue and profitability.

Our auditor has expressed substantial doubt about our ability to continue as a going concern based upon our working capital deficits as of September 30, 2024 and March 31, 2024.

Our audited financial statements for the fiscal years ended March 31, 2024 and 2023 contain an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern based upon our working capital deficits as of March 31, 2024 and 2023. As described in our unaudited interim condensed consolidated financial statements as of and for the six months ended September 30, 2024, the substantial doubt about our ability to continue as a going concern continued to exist as of September 30, 2024 and the date of this prospectus. The Company had a working capital deficit of US$2,281,970 and US$2,212,261 as of September 30, 2024 and March 31, 2024. These circumstances gave rise to substantial doubt that the Company would continue as a going concern subsequent to September 30, 2024. The Company had US$2,692,056 cash and cash equivalents as of September 30, 2024.

We intend to meet the cash requirements for the next 12 months from the issuance date of the consolidated financial statements through operations and financial support from our Controlling Shareholder, financial institutions, and investors. Currently, we are obtaining additional financing and negotiating the terms of the existing short-term liabilities. In addition, our Controlling Shareholder, Ms. Kit Wong, has made pledges to provide continuous financial support to the Company for at least the next 12 months from the issuance of the Company’s unaudited interim condensed consolidated financial statements. On the other hand, we are continuously working to improve operational efficiency, reduce costs, and enhance overall efficiency. We have achieved a net income of US$468,817 for the six months ended September 30, 2024, which shows an improvement in our profitability when comparing to the net income of US$377,651 for the six months ended September 30, 2023. Therefore, we consider we are able to continue as a going concern to meet our liquidity needs for the next 12 months. As such, we believe our ability to continue as a going concern is not contingent upon obtaining funding from sales of our stock securities in this Offering. Despite our efforts to obtain additional funding and reduce operating costs, there is no assurance that our plans and actions will be successful. Therefore, there is a substantial doubt about our ability to continue as a going concern, and that it may be unable to realize its assets and discharge its liabilities in the normal course of business. Our unaudited interim condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations.

This going concern opinion could materially limit our ability to raise additional funds through the issuance of equity or debt securities or otherwise. We cannot be certain that additional funding will be available to us on acceptable terms, if at all. If we become unable to continue as a going concern, we may have to liquidate our assets, and the value we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our unaudited interim condensed consolidated financial statements. Our potential inability to continue as a going concern may materially and adversely affect the price of our shares and our ability to raise new capital or to continue our operations. See “Notes to the Unaudited Interim Condensed Consolidated Financial Statements — Summary of Significant Accounting Policies and Practices — Going Concern” on page F-21.

We may not effectively manage our growth, which could materially harm our business.

We expect that our business will continue to grow, which may place a significant strain on our management, personnel, systems and resources. We must continue to improve our operational and financial systems and managerial controls and procedures, and we will need to continue to expand, train and manage our technology and workforce. We must also maintain close coordination among our compliance, accounting finance, marketing and sales organizations. We cannot assure you that we will manage our growth effectively. If we fail to do so, our business could be materially harmed.

Our continued growth will require an increased investment by us in technology, facilities, personnel and financial and management systems and controls. It also will require expansion of our procedures for monitoring and assuring our compliance with applicable regulations, and we will need to integrate, train and manage a growing employee base. The expansion of our existing businesses, any expansion into new businesses and the resulting growth of our employee base will increase our need for internal audit and monitoring processes that are more extensive and broader in scope than those we have historically acquired. We may not be successful in identifying or implementing all of the processes that are necessary. Furthermore, unless our growth results in an increase in our revenues that is proportionate to the increase in our costs associated with this growth, our operating margins and profitability will be adversely affected.

Our performance depends on key management as well as skilled and qualified TCM practitioners, technicians and support staff generally, and any failure to attract, motivate and retain such TCM practitioners, technicians and support staff could hinder our ability to maintain and grow our business.

Our future success is significantly dependent upon the continued service of our management and key personnel, including skilled and qualified TCM practitioners, technicians, and support staff. If we lose the services of any member of management or key personnel, we may not be able to locate suitable or qualified replacements, and may incur additional expenses to recruit and train new staff, which could disrupt our business and growth, thereby materially and adversely affecting our business, financial condition, results of operations and prospects. Moreover, if any of our senior management or other key personnel joins or establishes a competing business, we may lose some of our customers, which may have a material adverse effect on our business, financial condition, results of operations, and prospects.

We rely on the services performed by our skilled and qualified TCM practitioners, technicians, and support staff to provide the comprehensive range of services we offer through our wellness centers, and we face intense competition from other TCM wellness service providers to recruit skilled and qualified TCM practitioners, technicians, and support staff. We will need to continue to attract and retain experienced and capable personnel at all levels, including qualified TCM practitioners and technicians, as we expand our business and operations. Competition for talent in the Hong Kong TCM wellness industry is intense, and the availability of suitable and qualified candidates in Hong Kong is limited. Competition for these individuals could cause us to offer higher compensation and other benefits to attract and retain them. In addition, even if we were to offer higher compensation and other benefits, there can be no assurance that these individuals would choose to join or continue working for us.

Our Chief Executive Officer, Kit Wong, also holds certain management positions and directorships of other companies and may allocate her time to such other businesses, thereby causing conflicts of interest in her determination as to how much time to devote to the business affairs of our Company. This could have a negative impact on our ability to implement our plan of operation.

Our Chief Executive Officer, Kit Wong, is concurrently serving on the board and management team of two other companies, for which she may be entitled to substantial compensation, which may result in a conflict of interest in allocating her time between our operations and her other businesses. Pursuant to her employment agreement, she is employed with the Company on a full-time basis, but shall be permitted to participate in certain limited business activities. Subject to our Board’s prior approval, Ms. Wong may serve as an officer, stakeholder, or member of the board of directors or advisory board (or the equivalent in the case of a non-corporate entity) of non-competing for-profit businesses and charitable organizations, provided, however, that such activities do not materially interfere, individually or in the aggregate, with the performance of her duties and responsibilities to the Company. The exiting external commitments and any future commitments of our executive officer to other companies may potentially divert her significant time and attention away from the strategic and operational needs of our company. Her divided focus could lead to delays in decision-making, hinder effective communication within our organization, give rise to potential conflicts of interest, and introduce a divergence in priorities, consequently impacting the overall efficacy of leadership. Additionally, the potential for conflicting interests arising from commitments to multiple entities may pose challenges in aligning the officer’s priorities with the long-term goals and interests of our company, thereby introducing an element of uncertainty and potential disruption to our operations. We do not believe that any such potential conflicts would materially affect our ability to conduct our operations. It is essential to acknowledge and address these complexities to ensure that our executive officers can effectively balance their responsibilities and fulfill their commitments to our company while maintaining transparency and integrity in their various roles. Failure to do so may adversely affect our business, financial conditions, and results of operations.

Risks Related to Our Corporate Structure

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

Charming Medical is a holding company incorporated in the BVI, and we rely on dividends and other distributions on equity paid by our subsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur.

We do not expect to pay cash dividends in the foreseeable future. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.

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 limitations under the laws of Hong Kong imposed on the conversion of Hong Kong dollar into foreign currencies and the remittance of currencies out of Hong Kong, nor is there any restriction on any foreign exchange to transfer cash between Charming Medical and its subsidiaries, across borders and to U.S. investors, nor there is any restrictions and limitations to distribute earnings from the subsidiaries, to Charming Medical and U.S. investors and amounts owed.

Currently, the PRC law and regulations and foreign currency control in Mainland China do not currently have any material impact on the transfer of cash between Charming Medical and our Operating Subsidiaries, or vice versa. However, the PRC government may, in the future, impose restrictions or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from the other entities within our organization, or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our Operating Subsidiaries in Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measured could materially decrease the value of our Class A Ordinary Shares, potentially rendering them worthless. Further, any limitation on the ability of our subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

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

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

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

Our corporate affairs are governed by our post-offering memorandum and articles of association, the BVI Act and the common law of the BVI. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under BVI law are governed by the BVI Act and the common law of the BVI. The common law of the BVI is derived in part from comparatively limited judicial precedent in the BVI as well as from the common law of England and the wider Commonwealth, which has persuasive, but not binding, authority on a court in the BVI. The rights of our shareholders and the fiduciary responsibilities of our directors under BVI law may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the BVI has a less developed body of securities laws as compared to the United States, and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law.

Shareholders of BVI business companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. Shareholders of a BVI company could, however, bring a derivative action in the BVI courts, and there is a clear statutory right to commence such derivative claims under Section 184C of the BVI Act. The circumstances

in which any such action may be brought, and the procedures and defenses that may be available in respect to any such action, may result in the rights of shareholders of a BVI business company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred. The BVI courts are also unlikely to recognize or enforce against us judgments of courts in the United States based on certain liability provisions of U.S. securities law; and to impose liabilities against us, in original actions brought in the BVI, based on certain liability provisions of U.S. securities laws that are penal in nature. There is no statutory recognition in the BVI of judgments obtained in the United States, although the courts of the BVI will generally recognize and enforce the non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. The BVI Act offers some limited protection of minority shareholders. The principal protection under statutory law is that shareholders may apply to the BVI court for an order directing the company or its director(s) to comply with, or restraining the company or a director from engaging in conduct that contravenes, the BVI Act. Under the BVI Act, the minority shareholders have a statutory right to bring a derivative action in the name of and on behalf of the company in circumstances where a company has a cause of action against its directors. This remedy is available at the discretion of the BVI court. A shareholder may also bring an action against the company for breach of duty owed to him as a shareholder. A shareholder who considers that the affairs of the company have been, are being or likely to be, conducted in a manner that is, or any act or acts of the company have been, or are, likely to be oppressive, unfairly discriminatory, or unfairly prejudicial to him in that capacity, may apply to the BVI court for an order to remedy the situation.

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

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

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

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

Currently, our Operating Subsidiaries’ operations are conducted outside the United States, and all of our assets are located outside the United States. All of our directors and officers reside outside of the United States, and a substantial portion of their assets are located in Hong Kong outside the United States. You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in the prospectus, as judgments entered in the United States can be

enforced in Hong Kong only at common law. If you want to enforce a judgment of the United States in Hong Kong, it must be a final judgment conclusive upon the merits of the claim, for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts.

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

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

We have been advised by Harney Westwood & Riegels, our counsel as to the law of BVI, that although there is no statutory enforcement in the BVI of judgments obtained in the federal or state courts of the United States (and the BVI are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the BVI court will at common law enforce final and conclusive in personam judgments of state and/or federal courts of the United States of America (the “Foreign Court”) which had jurisdiction to give the judgment of a debt or definite sum of money against the Company (other than a sum of money payable in respect of taxes, penalties or fines, where the judgment was obtained by fraud or where enforcement would be contrary to public policy). The BVI court can also at common law enforce final and conclusive in personam judgments of the Foreign Court that are non-monetary against the Company. The BVI court will exercise its discretion in the enforcement of non-money judgments by having regard to the circumstances, such as considering if the judgment creditor has a foreign judgment based on a cause of action recognized under BVI law, can establish that the BVI court has jurisdiction over the judgment debtor and whether the principles of comity apply.

To be treated as final and conclusive, any relevant judgment must be regarded as res judicata by the Foreign Court. A debt claim on a foreign judgment must be brought within 12 years of the judgment becoming enforceable and arrears of interest on a judgment debt cannot be recovered after 6 years from the date on which the interest was due. The courts of the BVI are unlikely to enforce a judgment obtained from the Foreign Court under civil liability provisions of U.S. federal securities law if such a judgment is found by the courts of the BVI to give rise to obligations to make payments that are penal or punitive in nature. A court of the BVI may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. A judgment entered in default of appearance by a defendant who has had notice of the Foreign Court’s intention to proceed may be final and conclusive notwithstanding that the Foreign Court has power to set aside its own judgment and despite the fact that it may be subject to an appeal the time-limit for which has not yet expired. The BVI court may safeguard the defendant’s rights by granting a stay of execution pending any such appeal and may also grant interim injunctive relief as appropriate for the purpose of enforcement.

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

A judgment of a court in the U.S. predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the foreign judgment, provided that the foreign judgment, among other

things, is (i) for a debt or a definite sum of money (not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty) and (ii) final and conclusive on the merits of the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud; (b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement or recognition would be contrary to the public policy of Hong Kong; (d) the court of the U.S. was not jurisdictionally competent; or (e) the judgment was in conflict with a prior Hong Kong judgment.

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

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 BVI law.

We are a BVI business company with limited liability incorporated under the laws of the BVI. Our corporate affairs are governed by our post-offering memorandum and articles of association, the BVI Act and the common law of the BVI. The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under the BVI law are governed by the BVI Act and the common law of the BVI. The common law of the BVI is derived in part from comparatively limited judicial precedent in the BVI as well as from the common law of England and the wider Commonwealth, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the BVI. The rights of our shareholders and the fiduciary duties of our directors under the BVI 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 BVI 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 BVI. In addition, the BVI companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of a BVI company could, however, bring a derivative action in the BVI courts, and there is a clear statutory right to commence such derivative claims under Section 184C of the BVI Act. The circumstances in which any such action may be brought, and the procedures and defenses that may be available in respect to any such action, may result in the rights of shareholders of a BVI company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred. The BVI courts are also unlikely to recognize or enforce against us judgments of courts in the United States based on certain liability provisions of U.S. securities law; and to impose liabilities against us, in original actions brought in the BVI, based on certain liability provisions of U.S. securities laws that are penal in nature. There is no statutory recognition in the BVI of judgments obtained in the United States, although the courts of the BVI will generally recognize and enforce the non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. The BVI Act offers some limited protection of minority shareholders. The principal protection under statutory law is that shareholders may apply to the BVI court for an order directing the company or its director(s) to comply with, or restraining the company or a director from engaging in conduct that contravenes, the BVI Act. Under the BVI Act, the minority shareholders have a statutory right to bring a derivative action in the name of and on behalf of the company in circumstances where a company has a cause of action against its directors. This remedy is available at the discretion of the BVI court. A shareholder may also bring an action against the company for breach of duty owed to him as a shareholder. A shareholder who considers that the affairs of the company have been, are being or likely to be, conducted in a manner that is, or any act or acts of the company have been, or are, likely to be oppressive, unfairly discriminatory, or unfairly prejudicial to him in that capacity, may apply to the BVI court for an order to remedy the situation.

There are common law rights for the protection of shareholders that may be invoked, largely dependent on English common law. Under the general rule pursuant to English common law known as the rule in Foss v. Harbottle, a court will generally refuse to interfere with the management of a company at the insistence of a minority of its shareholders who express dissatisfaction with the conduct of the company’s affairs by the majority or the Board of Directors. However, every shareholder is entitled to have the affairs of the company conducted properly according to BVI law and the constituent documents of the company. As such, if those who control the company have persistently disregarded the

requirements of company law, then the courts may grant relief. Generally, the areas in which the courts will intervene are the following: (1) an act complained of which is outside the scope of the authorized business or is illegal or not capable of ratification by the majority; (2) acts that constitute fraud on the minority where the wrongdoers control the company; (3) acts that infringe or are about to infringe on the personal rights of the shareholders, such as the right to vote; and (4) where the company has not complied with provisions requiring approval of a special or extraordinary majority of shareholders. This means that even if shareholders were to sue us successfully, they may not be able to recover anything to make up for the losses suffered.

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

Certain corporate governance practices in the BVI, where our holding company was incorporated, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. Currently, we do not plan to rely on home country practice with respect to any corporate governance matter. We are permitted to rely on home country practice with respect to our corporate governance after we complete this Offering. If we choose to follow the BVI’ practice in the future, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, public shareholders may have more difficulties in protecting their interests in the face of actions taken by our management, or members of our board of directors than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the BVI Act and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Shares.”

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

As a BVI company to be listed on the Nasdaq Capital Market, we will be subject to the Nasdaq listing rules, which require Nasdaq-listed companies to have, among other things, a majority of their board members to be independent and independent director oversight of executive compensation and nomination of directors. The Nasdaq Listing Rules also require shareholder approval for U.S. domestic issuers in connection with: (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) issuance of 20% or more of our outstanding ordinary shares in transactions other than public offerings. Moreover, the Nasdaq Capital Market rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the BVI, which is our home country, may differ significantly from the Nasdaq Capital Market listing standards. Currently, we do not plan to rely on home country practices with respect to our corporate governance. However, if we choose to follow home country practices in the future, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq Capital Market listing standards applicable to U.S. domestic issuers.

Our corporate actions will be substantially controlled by our Controlling Shareholder, Kit Wong, who will have the ability to control or exert significant influence over important corporate matters that require the approval of shareholders, which may deprive you of an opportunity to receive a premium for your Class A Ordinary Shares and materially reduce the value of your investment. Additionally, we are, and following this offering will continue to be a “controlled company” and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.

As of the date of this prospectus, 77.60% of the issued and outstanding Class A Ordinary Shares of the Company and 100% of our total issued and outstanding Class B Ordinary Shares are owned by Ms. Kit Wong, our CEO, Director, and Chairman of the Board of Directors. Upon the completion of this Offering, Ms. Wong will own 69.29% of our total

issued and outstanding Class A Ordinary Shares and 100% of our total issued and outstanding Class B Ordinary Shares, representing 91.65% of the total voting power, assuming that the underwriters do not exercise its over-allotment option, or 68.19% of our total issued and outstanding Ordinary Shares, representing 91.25% of the total voting power, assuming that the over-allotment option is exercised in full. Accordingly, Kit Wong will have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, election of directors and other significant corporate actions.

The interests of our Controlling Shareholder may differ from the interests of our other shareholders. The concentration of ownership may also discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our Class A Ordinary Shares. These actions may be taken even if they are opposed by our other shareholders, including those who purchase Class A Ordinary Shares in this Offering. 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 more information regarding our principal shareholders and their affiliated entities, see “Principal Shareholders.”

Under the Nasdaq listing rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and is permitted to elect to rely, and may rely, on certain exemptions from the obligation to comply with certain corporate governance requirements, including:

•        the requirement that our director nominees must be selected or recommended solely by independent directors; and

•        the requirement that we have a corporate governance and nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

We are, and following the completion of this offering, will continue to be, a “controlled company” as defined under the Nasdaq Listing Rules. Although we do not intend to rely on the “controlled company” exemptions, we could elect to rely on these exemptions in the future. If we were to elect to rely on the “controlled company” exemptions, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, if we relied on the exemptions, during the period we remain a controlled company and during any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Risks Related to Our Class A Ordinary Shares and This Offering

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

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

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements described above. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which was signed into law on December 29, 2022, amending the HFCAA and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if

its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. On December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (i) China, and (ii) Hong Kong.

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

On December 15, 2022, the PCAOB issued a new Determination Report which: (1) vacated the December 16, 2021 Determination Report; and (2) concluded that the PCAOB has been able to conduct inspections and investigations completely in the PRC in 2022. The December 15, 2022 Determination Report cautions, however, that authorities in the PRC might take positions at any time that would prevent the PCAOB from continuing to inspect or investigate completely. As required by the HFCAA, if in the future the PCAOB determines it no longer can inspect or investigate completely because of a position taken by an authority in the PRC, the PCAOB will act expeditiously to consider whether it should issue a new determination.

Our auditor, WWC, P.C., the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as a firm headquartered in California and registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards with the last inspection in 2023, and as of the date of this prospectus, our auditor is not subject to and not affected by to the PCAOB’s Determination Report. However, in the event it is later determined that the PCAOB is unable to inspect or investigate completely the auditor because of a position taken by an authority in a foreign jurisdiction, such as the PRC authorities, then such lack of inspection could cause trading in the Company’s securities to be prohibited under the HFCAA, and ultimately result in a determination by a securities exchange to delist the Company’s securities.

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

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

by then, such a delisting would substantially impair your ability to sell or purchase our Class A Ordinary Shares when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our Class A Ordinary Shares.

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

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

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

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

The market price of our Class A Ordinary Shares is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen due to broad market and industry factors, such as performance and fluctuation in the market prices or underperformance or deteriorating financial results of other listed companies based in Hong Kong and Mainland China. The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading price of their securities. The trading performances of other Hong Kong and Chinese companies’ securities after their offerings may affect the attitudes of investors towards Hong Kong-based, U.S.-listed companies, which consequently may affect the trading performance of our Class A Ordinary Shares, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or matters of other Hong Kong and Chinese companies may also negatively affect the attitudes of investors towards Hong Kong and Chinese companies in general, including us, regardless of whether we have conducted any inappropriate activities. Furthermore, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, which may have a material and adverse effect on the trading price of our Class A Ordinary Shares. The market price for our Class A Ordinary Shares may be volatile and subject to wide fluctuations due to factors, such as:

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

•        actual or anticipated fluctuations in our operating results;

•        changes in financial estimates by securities research analysts;

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

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

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

•        additions or departures of key personnel;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

We intend to apply to list our Class A Ordinary Shares on the Nasdaq Capital Market. We cannot assure you that we will be able to meet those initial listing requirements at that time. Even if our Class A Ordinary Shares are listed on the Nasdaq Capital Market, we cannot assure you that our Class A Ordinary Shares will continue to be listed on the Nasdaq Capital Market.

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

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

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

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

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

•        limited amount of news and analyst coverage; and

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

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

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

Our existing shareholders may be able to sell their shares pursuant to Rule 144 under the Securities Act after completion of this offering and/or after the expiration of their lock-up period, if applicable. Because these shareholders have paid a lower price per Ordinary Share than participants in this Offering and there are currently no established markets for

the sale of the shares they own, when they are able to sell their pre-offering shares under Rule 144, they may be more willing than participants in this Offering to accept a lower sales price than the Offering Price. These shareholders may sell all or a portion of their shares, from time to time, at the market price prevailing at the time of offer and sale, or at prices related to such prevailing market prices or in negotiated transactions or a combination of such methods of sale directly or through brokers. This fact could impact the trading price of our Class A Ordinary Shares following completion of the Offering, to the detriment of participants in this Offering. Under rule 144, before our existing shareholders can sell their Class A Ordinary Shares, in addition to meeting other requirements, they must meet the required holding period. As such, the trading price of our Class A Ordinary Shares may fluctuate significantly due to such sales, which are beyond our control. We do not expect any of such Class A Ordinary Shares to be sold pursuant to Rule 144 during the pendency of this Offering.

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

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

In connection with this Offering, we, our directors, officers and shareholders holding 5% or more of the issued and outstanding Class A 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 Class A Ordinary Shares or are otherwise subject to similar lockup restrictions for six months after the effective date of this prospectus without the prior written consent of the representative of the underwriters. However, the underwriters may release these securities from these restrictions at any time, subject to applicable regulations of the Financial Industry Regulatory Authority, Inc. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our Class A Ordinary Shares. See “Underwriting” for a more detailed description of the restrictions on selling our securities after this Offering.

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

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

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

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

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

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

•        current and future economic and political conditions;

•        expected changes in our revenues, costs or expenditures;

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

•        our expectations regarding our customer base;

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

•        competition in our industry;

•        relevant government policies and regulations relating to our industry;

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

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

•        overall industry, economic and market performance;

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

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

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

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

USE OF PROCEEDS

Based upon an assumed initial public offering price of US$5.00 per Ordinary Share (the mid-point of the range set forth on the cover page of this prospectus), we estimate that we will receive net proceeds from this Offering, after deducting the underwriting discounts and the estimated offering expenses payable by us, of approximately US$6.6 million assuming the underwriters do not exercise its over-allotment option.

We plan to use the net proceeds we will receive from this Offering for the following purposes:

As of the date of this prospectus, we have not identified any specific investment or acquisition opportunities. For a more detailed discussion on our future business plans and growth strategies, see “Business — Our Growth Strategies” and “Business — Our Challenges” on pages 91 and 91 of this prospectus, respectively.

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

DIVIDEND POLICY

We have not declared or paid any cash dividends on our Class A Ordinary Shares for the fiscal years ended March 31, 2024 and 2023. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our Board of Directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the Board of Directors deems relevant, and subject to the restrictions contained in any future financing instruments.

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

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

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

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.

CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2024 on a pro forma as adjusted basis giving effect to the completion of the firm commitment offering assumed initial public offering price of US$5.00 per Class A Ordinary Share (the mid-point of the range set forth on the cover page of this prospectus) and to reflect the application of the proceeds after deducting the estimated underwriting discounts, non-accountable expense allowance and estimated offering expenses (including accountable expenses) payable by us. You should read this table in conjunction with our financial statements and related notes appearing elsewhere in this prospectus and “Use of Proceeds” and “Description of Shares.”

____________

(1)      Reflects the sale of Class A Ordinary Shares in this Offering (excluding any over-allotment Class A Ordinary Shares that may be sold pursuant to the over-allotment option) at an assumed initial public offering price of $5.00 per share (the mid-point of the range set forth on the cover page of this prospectus), and after deducting the estimated underwriting discounts, non-accountable expense allowance, and other estimated offering expenses (including accountable expenses) payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this Offering determined at pricing. Additional paid-in capital reflects the net proceeds we expect to receive, after deducting the underwriting discounts, non-accountable expense allowance, and other estimated offering expenses (including accountable expenses) payable by us. We estimate that such net proceeds will be approximately $6,577,169. The receipt of subscription receivables of $381,043 on an as adjusted basis from original shareholders on the time of listing.

(2)      The number of our Ordinary Shares had been adjusted retrospectively to reflect the increasing of share capital. See “Description of Shares.”

If the underwriters’ over-allotment option to purchase additional shares from us was exercised in full, pro forma (i) Ordinary Shares (both Class A and Class B Ordinary Share) would be 17,178,000 shares, (ii) additional paid-in capital would be $7,993,865, (iii) total shareholders’ equity would be $7,004,114, and (iv) total capitalization would be $7,381,154. Assuming the over-allotment option is not exercised, each $1.00 increase (decrease) in the assumed initial public offering price of $5.00 per Class A Ordinary Share would increase (decrease) the pro forma as adjusted amount of total capitalization by $1,472,000, assuming that the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts, non-accountable expense allowance and estimated offering expenses (including accountable expenses) payable by us.

DILUTION

If you invest in our Class A Ordinary Shares, your interest will be diluted to the extent of the difference between the initial public offering price per Class A Ordinary Share and the pro forma net tangible book value per Ordinary Share after the offering. Dilution results from the fact that the Offering Price per Class A Ordinary Share is substantially in excess of the book value per Ordinary Share attributable to the existing shareholders for our presently outstanding Ordinary Shares. Our net tangible deficit attributable to shareholders as of September 30, 2024 was approximately $0.07 per Ordinary Share (both Class A and Class B Ordinary Share). Net tangible deficit per Ordinary Share as of September 30, 2024 represents the amount of total assets less deferred offering costs and total liabilities, divided by the number of total Ordinary Shares (both Class A and Class B Ordinary Share) outstanding.

We will have 14,938,000 Class A Ordinary Shares issued and outstanding upon completion of the offering or 15,178,000 Class A Ordinary Shares assuming the full exercise of over-allotment option. Our post offering pro forma net tangible book value, which gives effect to receipt of the net proceeds from the offering and issuance of additional shares in the offering, but does not take into consideration any other changes in our net tangible book value after September 30, 2024, will be approximately US$0.32 per Ordinary Share (both Class A and Class B Ordinary Share). This would result in dilution to investors in this Offering of approximately US$4.68 per Ordinary Share or approximately 93.6% from the assumed offering price of US$5.00 per Class A Ordinary Share. Net tangible book value per Ordinary Share would increase to the benefit of present shareholders by US$0.39 per share attributable to the purchase of the Class A Ordinary Shares by investors in this Offering.

The following table sets forth the estimated net tangible book value per Ordinary Share after the offering and the dilution to persons purchasing Class A Ordinary Shares based on the foregoing firm commitment offering assumptions. The number of our Ordinary Shares had been adjusted retrospectively to reflect the increasing of share capital. See “Description of Ordinary Shares” for more details.

Each $1.00 increase (decrease) in the assumed initial public offering price of $0.09 per Class A Ordinary Share would increase (decrease) our pro forma as adjusted net tangible book value as of September 30, 2024 after this offering by approximately $0.41 per ordinary share (both Class A and Class B Ordinary Share), and would increase (decrease) dilution to new investors by $5.59 per Ordinary Share, assuming that the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and estimated offering expenses payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing.

If the underwriters exercise the over-allotment option in full, the pro forma as adjusted net tangible book value per ordinary share (both Class A and Class B Ordinary Share) after the offering would be $0.10, the increase in net tangible book value per ordinary share (both Class A and Class B Ordinary Share) to existing shareholders would be $0.48, and the immediate dilution in net tangible book value per Ordinary Share to new investors in this offering would be $5.52.

The following table summarizes, on a pro forma as adjusted basis as of September 30, 2024, the differences between existing shareholders and the new investors with respect to the number of Ordinary Shares purchased from us, the total consideration paid and the average price per Ordinary Share before deducting the estimated commissions to the underwriters and the estimated offering expenses payable by us.

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.

Unless otherwise indicated, all share amounts and per share amounts in this prospectus have been presented giving effect to a forward split of our ordinary shares at a ratio of 1-for-1,500, as a result of which the Company’s authorized shares was changed to 75,000,000 shares with a par value of US$0.0001, divided as 60,000,000 class A ordinary shares with a par value of US$0.0001 per share (the “Class A Ordinary Shares”) and 15,000,000 class B ordinary shares with a par value of US$0.0001 per share (the “Class B Ordinary Shares”), approved by our board of directors on October 18, 2024.

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

Overview

TCM is a comprehensive medical system that has been practiced in China and other parts of Asia for over two thousand years. It is based on the concept that the human body is a holistic ecosystem, integrating mind, essence, Qi, body fluids, and blood. The therapeutic mechanism in TCM focuses on achieving health by maintaining harmony and restoring internal balance within the body. TCM aims to promote disease prevention and enhance overall well-being and the body’s ability to self-heal. While it is built upon a foundation of thousands of years of empirical practice, there is a lack of extensive Western scientific studies validating its efficacy and safety.

TCM is widely applied in women’s health care, particularly in regulating the female menstrual cycle and treating various gynecological issues. Through methods such as herbal therapy, acupuncture, and TCM-based Tuina massage therapy, TCM can improve women’s reproductive health and overall constitution. Herbal therapy uses various herbal formulations to restore internal balance and is commonly used to address conditions such as irregular menstruation and dysmenorrhea. Acupuncture regulates the flow of Qi and blood by stimulating specific acupoints, which can relieve pain and balance the endocrine system. TCM-based Tuina massage therapy promotes blood circulation, relaxes muscles, and supports postpartum recovery.

We are a Hong Kong-based provider of comprehensive wellness and beauty care services rooted in TCM principles. Operating under the “Beauty Lab” brand, our Operating Subsidiaries in Hong Kong offer a wide range of therapies and products through our four wellness centers in Hong Kong. Our services are designed to meet diverse health improvement needs, including alleviating premenstrual syndrome, menstrual irregularities, dysmenorrhea, leukorrhea, pelvic inflammatory disease, menopausal care, breast health, and other common women’s health issues. We believe that our TCM-inspired services can help balance the female endocrine system and improve women’s constitution and overall health. Additionally, the Operating Subsidiaries offer TCM-inspired therapy programs tailored to men.

Key factors affecting operating results

We believe the following key factors may affect our results of operations:

Economic conditions in Hong Kong

A substantial part of our operations is located in Hong Kong. Accordingly, our business, prospects, financial condition and results of operations may be influenced to a significant degree by political, economic and social conditions in China generally and by continued economic growth in Hong Kong. Economic growth directly influences disposable income and consumer spending power. Any adverse changes, such as a slowdown in economic growth or pessimistic economic outlook, could reduce demand for our services and products. Hong Kong’s tourism industry has been recovering following the COVID-19 pandemic. Mainland Chinese tourists, in particular, have historically sought TCM-inspired services in Hong Kong due to its reputation for high-quality and authentic practices.

Retention and growth of our existing customers

Our current business and long-term revenue growth rely on the retention and expansion of our existing customer base. We will provide various services to cater to market needs to maintain our capabilities to maximize customer satisfaction and retention. By consistently improving our services based on customer feedback, we aim to ensure high satisfaction, which is crucial for retaining and growing our customer base.

Acquisition of new customers

Expanding our customer base is critical to our continued revenue growth. We believe there is a substantial opportunity to further grow our customer base by continuing to make significant investments in sales, marketing and brand building. To strengthen our brand presence and attract new customers, we have implemented targeted marketing strategies, including search engine optimization (SEO), paid digital advertising, and data-driven campaign optimization. We continuously enhance our website and content to improve search engine rankings, increasing online visibility and reach. Additionally, we utilize paid advertising platforms, such as Google Ads and social media, to target relevant keywords, demographics, and consumer segments. By leveraging data analytics, we optimize our advertising efforts to improve conversion rates and efficiently reach our target audience. We believe these strategies will continue to support our ability to acquire new customers and achieve sustainable revenue growth in alignment with our business objectives.

Basis of Presentation

Our consolidated financial statements and unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and financial reporting requirements under the SEC rules. They include the financial statements of the Company and its subsidiaries. All transactions and balances among these entities have been eliminated upon consolidation.

In preparing our consolidated financial statements and unaudited interim condensed consolidated financial statements, our board of directors has given careful consideration to our future liquidity in light of the fact that our current liabilities exceeded our current assets as of September 30, 2024 and March 31, 2024, and the Company had a working capital deficit of US$2,281,970 and US$2,212,261 as of September 30, 2024 and March 31, 2024, respectively. We had cash and cash equivalents of US$2,692,056 as of September 30, 2024. This circumstance gave rise to substantial doubt that the Company would continue as a going concern subsequent to September 30, 2024. We intend to meet the cash requirements for the next 12 months from the issuance date of the unaudited interim condensed consolidated financial statements through operations and financial support from our Controlling Shareholder, financial institutions, and investors. We are continuing to focus on improving operational efficiency and cost reductions and enhancing efficiency. Our ability to continue as a going concern is dependent upon obtaining the necessary financing or negotiating the terms of the existing short-term liabilities to meet our current and future liquidity needs. We are of the opinion that, taking into account the present available banking facilities and internal financial resources we have, we have sufficient working capital to meet in full our financial obligations as they fall due in the foreseeable future. Hence, the consolidated financial statements have been prepared on going concern basis.

Critical Accounting Policies, Judgments and Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities as at the date of the consolidated financial statements and reported amounts of income and expenses during the reporting periods. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the consolidated financial statements include allowance for expected credit losses, the useful lives of property and equipment, impairment assessment of long-lived assets and interest rate of lease and provision for income taxes and valuation allowance for deferred tax assets. Actual results may differ from these estimates.

We believe the following critical accounting policies reflect the more significant judgments and estimates we used in the preparation of our consolidated financial statements.

Accounts receivable, net

Accounts receivable mainly represent amounts due from financial institutions in which customers settled the payment by credit cards for the purchase of services of beauty, wellness and postpartum, and the accounts receivable derived from consultancy services, which are all recorded net of allowances for the Group’s expected credit losses. Credit card transactions are typically settled within two days. However, if customers opt for installment payments, settlement periods range from 30 to 60 days. The installment payments arrangement is strictly between the customer and the credit card issuer and does not involve the Company. Regardless of the installment terms agreed upon by the customer, the full transaction amount is remitted to the Company in a lump sum — within 30 days for American Express and 60 days for other credit cards, including UnionPay, Visa, and MasterCard — after the customer has authorized the payment. For consultancy services, the Group generally grants credit terms of 90 days to customers.

In evaluating the collectability of accounts receivable balances, the Company considers specific evidence including aging of the receivable, the client’s payment history, its current creditworthiness, current economic trends and future expectations and customer specific quantitative and qualitative factors that may affect our customers’ ability to pay. The Group regularly reviews the adequacy and appropriateness of the allowance for expected credit losses. Accounts receivables are written off after all collection efforts have ceased. As of September 30, 2024 and March 31, 2024, no allowance for expected credit losses was recognized as there were no experiences on default from customers or failure of transfer from credit card center after payment authorization was made by customers and all outstanding accounts receivable as of September 30, 2024 and March 31, 2024 were subsequently settled before the report date.

Impairment for long-lived assets

Long-lived assets, representing property and equipment with finite lives, are reviewed 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 value of an asset may not be recoverable. In evaluating long-lived assets for recoverability, the Company uses its best estimate of future cash flows expected to result from the use of the asset and eventual disposition in accordance with FASB ASC 360-10-15. To the extent that estimated future, undiscounted cash inflows attributable to the asset, less estimated future, undiscounted cash outflows, are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset and its fair value. Assets to be disposed of and for which there is a committed plan of disposal, whether through sale or abandonment, are reported at the lower of carrying value or fair value less costs to sell. If an impairment is identified, The Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of September 30, 2024 and March 31, 2024, no impairment of long-lived assets was recognized.

Lease

The Company utilizes ASC 842 to account for leases for all periods presented. ASC 842 supersedes the lease requirements in ASC 840 “Leases” and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.

Operating lease

We determine if an arrangement is a lease at inception. On our balance sheet, our corporate office leases are included in operating lease right-of-use (ROU) assets, current portion of operating lease liability and operating lease liability, net of current portion.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term, reduced by lease incentives received, plus any initial direct costs, using the discount rate for the lease at the commencement date. If the implicit rate in lease is not readily determinable for our operating leases, we generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We

elected not to separate non-lease components from lease components; therefore, it will account for lease component and the non-lease components as a single lease component when there is only one vendor in the lease contract for the office leases. Lease payments are fixed.

Any lease with a term of 12 months or less is considered short-term. As permitted by ASC 842, short-term leases are excluded from the ROU assets and lease liabilities on the consolidated balance sheets. Consistent with all other operating leases, short-term lease expense is recorded on a straight-line basis over the lease term.

The Financial Accounting Standards Board (“FASB”) issued a Q&A in March 2020 that focused on the application of lease guidance in ASC 842 for lease concessions related to the effects of COVID-19. The FASB staff has said that entities can elect to not evaluate whether concessions granted by lessors related to COVID-19 are lease modifications. Entities that make this election can then apply the lease modification guidance in ASC 842 or account for the concession as if it were contemplated as part of the existing contract. The Company has elected to not treat the concessions as lease modifications and will instead account for the lease concessions as if they were contemplated as part of the existing leases. The Company has recorded negative variable lease expense and adjusted lease liabilities at the point in which the rent concession has become accruable.

The Company evaluates the impairment of its right-of-use assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of finance and operating lease liabilities in any tested asset group and include the associated lease payments in the undiscounted future pre-tax cash flows. For the six months ended September 30, 2024 and 2023, the Group did not have any impairment loss against its operating lease right-of-use assets.

Finance lease

On our balance sheet, finance lease represented the lease of equipment as of September 30, 2024 and March 31, 2024. We classify a lease as a finance lease when the lease meets any of the following criteria at lease commencement:

•        The lease transfers ownership of the underlying asset to the lessee by the end of the lease term;

•        The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise;

•        The lease term is for the major part of the remaining economic life of the underlying asset;

•        The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments in accordance with ASC 842 paragraph 842-10-30-5(f) equals or exceeds substantially all of the fair value of the underlying asset;

•        The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

Lease term includes rent holidays and options to extend or terminate the lease when we are reasonably certain that it will exercise that option. We do not recognize finance lease assets or lease liabilities for renewal periods unless it is determined that we are reasonably certain of renewing the lease at inception or when a triggering event occurs. The lease assets for finance leases consist of the amount of the measurement of the lease liabilities and any prepaid lease payments. The interest and amortization expense of finance lease are presented separately. Interest expense is determined using the effective interest method. Amortization expense is recorded on a straight-line basis of the finance lease assets. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

For finance leases, lease expense is recognized as depreciation and interest; depreciation on a straight-line basis over the lease term and interest using the effective interest method.

Revenue recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, and subsequently issued additional related Accounting Standards Updates (collectively, “ASC 606”). The Company derives revenue principally from the provision of beauty, wellness and postpartum service, sales of products and consultancy

services. The Company enters into agreements with customers that create enforceable rights and obligations and for which it is probable that the Company will collect the consideration to which it will be entitled as services transfer to the customer. It is customary practice for the Company to have written agreements with its customers and revenue on oral or implied arrangements is generally not recognized. The Company recognizes revenue based on the consideration specified in the applicable agreement.

Revenue from contracts with customers is recognized using the following five steps:

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

2.      identify the performance obligations in the contract;

3.      determine the transaction price;

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

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

The Company has elected to apply the practical expedient in paragraph ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

The Company elected a practical expedient that it does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects that, upon the inception of revenue contracts, the period between when the Company transfers its promised services or deliverables to its clients and when the clients pay for those services or deliverables will be one year or less.

As a practical expedient, the Company elected to expense the incremental costs of obtaining a contract when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less.

The core principle underlying ASC 606 is that the Company will recognize revenue to represent the transfer of services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of services transfers to a customer.

The service offerings by the Company comprise the following:

(a)    Beauty, wellness and postpartum service

Our beauty, wellness, and postpartum services include but are not limited to womb-warming therapy, BTS (Beauty, Tailor-made, Slim) pelvic detox therapy, agarwood moxibustion therapy, TCM-inspired prenatal massage, and Indonesian traditional abdominal binding. The Company enters into a distinct contract with its customers for the provision of beauty, wellness and postpartum services. Our customers are individuals. The customers can purchase various plans of different services based on their needs and choices. Pursuant to the contract, each type of service is not interrelated and is distinct as (i) customers are entitled to a series of appointments for the specific services purchased; and (ii) each service has its own price which is separately negotiable. For example, a customer can purchase Indonesian traditional abdominal binding for 15 times with HK$15,000 and TCM-inspired prenatal massage for 20 times with HK$22,000. Each of the two types of services was accounted separately when services are rendered separately. Each type of service is considered as a promise and a separate performance obligation. Hence, there will be more than one promise for each contract entered into between the Company and the customers. The contracts are generally non-cancellable and non-refundable in the event of cancellation. All services have an expiry date of one full year from the date of the purchase but exception was granted case-by-case which may have more than one year for expiry date but this situation is mere. If there is an extension of expiry date requested by customer, the customers are required to pay additional fee for the purchase of other plans or purchase additional number of times with the same plan. Each service is typically fixed priced with no variable consideration and does not provide any post-contract service. Customers are required to pay a fixed lump sum fee in advance for the purchase of either (i) a series of services offered by the Company for one year; or (ii) a designated service with fixed number of times within an one-year period. Payments can be settled by cash, Payme, Alipay, Octopus card, WeChat Pay, faster payment system or credit card. The fee was recognized as contract liability upon receipt and charged to revenue, net of any discounts, promotional and

rebates, in the consolidated statements of operations and comprehensive income (loss) once used by the customers and the amount of revenue to be recognized either on (i) the price of series of services used each time; or (ii) the times used for each plan in each appointment. The unit price for customers purchasing the plan based on number of times calculated on an effective basis, i.e. total lump sum fee paid by customers after considering the allocation of the discounts, promotional and rebates mentioned below divided by total number of times purchased including any free trials offered for the plan as stipulated in the contract. The discounts, promotional and rebates offered by the Company to customers which are vary and depend on the types of packages, the type of services and total lump sum amount for the services purchased each time when entering into contract with customer. All discounts, promotional and rebates agreed and net amount paid by the customers for the services were clearly stated on each contract before payment was made by the customers. Hence, the total consideration is not variable but fixed once entering into the contract. The entire discounts, promotional and rebates relate to all performance obligations in a contract, the Company will allocate the discount, promotional and rebates stated in the contract proportionately to all distinct performance obligations in the contract. The proportionate allocation of the discounts, promotional and rebates is a consequence of the Company allocating the transaction price to each performance obligation on the basis of the relative standalone selling prices of the underlying distinct services. The customers can renew/purchase additional times/plans upon or before the expiry of contract and any renewal and purchase by the same customer are considered a new contact separately since similar price is required to be paid by the customers as normal purchase. During the services, as the customer simultaneously receives and consumes the benefits of the relaxation services, the revenue is recognized over time. We also recognize revenue for breakage based on past experience that the prepaid amounts are not expected to be used upon expiry without any renewal.

(b)    Sales of products

We also offer TCM-inspired supplements products, including (i) TCM-inspired supplements products, such as Beauty Lab home herbal uterine care patch, probiotic intimate wash, and Yin nourishing pill sets, designed to support uterine health, improve physical weakness, and balance endocrine functions for female customers; and (ii) beauty products, including ginseng soothing anti-allergy moisturizing wash, which provide comprehensive care for skin issues and scalp health. The Company derives its revenues from sales contracts with its customers with revenues being recognized at a point in time when the control of the products is transferred to its customer at the Company’s wellness centers. The revenue is recognized based on the price paid which is fixed and net of any discount upon delivery at the counter. The sales have no right of return, no warranty and are not refundable. Product delivery is evidenced by a payment receipt record. Payments can be settled by cash, Payme, Alipay, Octopus card, WeChat Pay, faster payment system or credit card.

(c)     Consultancy services

In addition, we provide TCM-inspired therapy technical training and dietary therapy training and other consultancy services to other well-established and reputable beauty salons, massage centers, and similar entities. The Company enters into a distinct contract with its customers for the provision various services including (i) training for skills on promotion of reputation of their entities and dietary therapy services; and (ii) the attendance of our traditional Chinese medicine practitioners for services, with service period from three months to six months. Pursuant to the contracts between the Company and their customers, there are various promises in one contract and each promise is distinct and is not interrelated representing separate performance obligation. Fees charged for each performance obligation are different and based on the promises provided. The service fees for training sessions are fixed and stipulated in the contract while other services are not fixed but variable which depends on the actual number of working hours during dispatched period. The Company does not offer any credits or discounts, rebates, price concessions or other similar privileges to customers. Due to the nature of services, the Company does not permit refund to customers. Typically, customers are required to pay either in advance or within 90 days from invoicing. Services provided are evidenced by the attendance records signed by both the Company and the customers. These services are primarily recognized as revenues at point in time when services are provided.

Income taxes

BVI

We are incorporated in the BVI and is not subject to tax on income or capital gains under current BVI law. In addition, upon payments of dividends by these entities to their shareholders, no BVI withholding tax will be imposed.

Hong Kong

Subsidiaries incorporated in Hong Kong are subject to Hong Kong Profits Tax on the taxable income as reported in their statutory financial statements adjusted in accordance with Hong Kong’s Inland Revenue Department Ordinance. The applicable tax rate is 16.5% in Hong Kong. Starting from the financial year commencing on April 1, 2018, the two-tiered profits tax regime took effect, under which the tax rate is 8.25% for assessable profits on the first HK$2 million and 16.5% for any assessable profits in excess of HK$2 million.

The Company accounts for income taxes pursuant to ASC Topic 740, Income Taxes (“ASC 740”). Income taxes are provided on an asset and liability approach for financial accounting and reporting of income taxes. Any tax paid by subsidiaries during the year is recorded. Current tax is based on the profit or loss from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purpose and is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date. ASC 740 also requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and the expected future tax benefit to be derived from tax losses and tax credit carry-forwards. ASC 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Realization of deferred tax assets, including those related to the U.S. net operating loss carry-forwards, is dependent upon future earnings, if any, of which the timing and amount are uncertain.

An uncertain 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. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.

Recently issued accounting pronouncements

See the discussion of the recent accounting pronouncements contained in Note 2 to the consolidated financial statements, “Summary of Significant Accounting Policies and Practices”.

Results of Operations

Comparison of Six Months Ended September 30, 2024 and 2023

The following table sets forth a summary of our consolidated results of operations for the periods indicated.

Revenue

We generate revenue primarily from (i) provision of beauty, wellness and postpartum service, and (ii) sales of products. Total revenue increased by US$317,005 or 12.0%, from US$2,641,503 for six months ended September 30, 2023, to US$2,958,508 for the six months ended September 30, 2024. Such increase was mainly attributable to the increase in revenue generated from our provision of beauty, wellness and postpartum service by US$308,138 or 11.9%. Details of further explanation were discussed below.

The following table sets forth our revenue by sales categories for the periods indicated.

Beauty, wellness and postpartum service

For the six months ended September 30, 2024 and 2023, revenue generated from our provision of beauty, wellness and postpartum services accounted for approximately 98.2% and 98.3% of our total revenue, respectively. Revenue from beauty, wellness and postpartum service increased by US$308,138 or 11.9% from US$2,597,782 for the six months ended September 30, 2023 to US$2,905,920 for the six months ended September 30, 2024, which was mainly driven by the increase in average customer spending. When comparing the two periods,

(i)     Number of customers was 1,941 for the six months ended September 30, 2024, which generally remained in line with 1,939 customers served by the Company within the six months ended September 30, 2023.

(ii)    Average customer spending increased by 11.7% from US$1,340 for the six months ended September 30, 2023 to US$1,497 for the six months ended September 30, 2024. In the wake of the COVID-19 pandemic, the Hong Kong Government launched a Consumption Voucher Scheme to stimulate local consumption, under which consumption vouchers were distributed to eligible residents through designated e-payment platforms, such as Alipay, Octopus Card and WeChat Pay, with the amount of these vouchers ultimately borne by the Hong Kong Government. As a result, our customers increased their purchases of TCM-inspired services after receiving the consumption vouchers.

Sales of products

For the six months ended September 30, 2024 and 2023, revenue generated from sales of products accounted for approximately 1.8% and 1.7% of our total revenue, respectively. We sell TCM-inspired products to our customers as supplements to our services, including (i) TCM-inspired supplements, such as uterine care patches, probiotic intimate wash, and nourishing pill sets, designed to support uterine health, improve physical weakness, and balance endocrine functions for female customers; and (ii) beauty products, including time ginseng soothing anti-allergy moisturizing

wash, which provide comprehensive care for skin issues, and scalp health to our customers. Revenue from sales of products increased by US$8,867 or 20.3% from US$43,721 for the six months ended September 30, 2023 to US$52,588 for the six months ended September 30, 2024, which was generally in line with the change in revenue from provision of beauty, wellness and postpartum services.

Operating cost and expenses

Operating costs and expenses include the cost of sales of products, advertising and promotion expenses, staff cost and employee benefits, rental and building management expense, professional expenses, depreciation, bank charges and other general and administrative expenses for the daily operations of the Company. For the six months ended September 30, 2024 and 2023, total operating cost and expenses amounted to US$2,403,659 and US$2,197,817, respectively. The increase in operating expenses by US$205,842 or 9.4% was primarily caused by:

The increase in advertising and promotion expenses by US$180,269 or 44.7%, from US$403,694 for the six months ended September 30, 2023 to US$583,963 for the six months ended September 30, 2024, was mainly due to higher expenditure on advertisement across various platforms and social medias to promote the Company’s brand awareness.

The increase in professional expenses by US$137,566, from nil for the six months ended September 30, 2023 to US$137,566 for the six months ended September 30, 2024, was mainly due to audit fees related to this offering paid by the Company within the current period.

The increase in consumables by US$27,366 or 72.6%, from US$37,714 for the six months ended September 30, 2023 to US$65,080 for the six months ended September 30, 2024, was mainly due to increase in revenue from the provision of beauty, wellness and postpartum services.

While partially offset by:

The decrease in rental and building management expenses by US$78,587 or 19.2%, from US$409,967 for the six months ended September 30, 2023 to US$331,380 for the six months ended September 30, 2024, was mainly due to the termination of a lease with monthly payment of HKD125,000 (US$16,008). As a cost saving measure, the Company elected to close the store located in Central, Hong Kong upon the expiration of its lease on April 4, 2024.

The decrease in depreciation by US$34,080 or 17.9%, from US$190,011 for the six months ended September 30, 2023 to US$155,931 for the six months ended September 30, 2024, was mainly because leasehold improvements of two stores became fully depreciated during the six months ended September 30, 2024.

The decrease in other general and administrative expenses by US$25,870 or 17.2% from US$150,235 for the six months ended September 30, 2023 to US$124,365 for the six months ended September 30, 2024, was mainly because we incurred less training fees as our therapists and TCM practitioners became more proficient and experienced.

The decrease in staff costs and employee benefits by US$21,860 or 2.4%, from US$917,848 for the six months ended September 30, 2023 to US$895,988 for the six months ended September 30, 2024, was mainly due to less commissions paid to employees. In addition to monthly base salary, certain employees are eligible for commission paid on a monthly basis. Pursuant to the Company’s policy, commission for each eligible employee shall range from 2% to 8% of the total contract prices received by the Company from customers within the month. In terms of our beauty, wellness and postpartum service, the contract price is generally paid in full upon signing, while revenue is recognized over the service period. Accordingly, for each service contract signed, commissions are generally paid to our employees earlier than the corresponding revenue is recognized. Since the base for commissions (i.e. additions to contract liabilities, see Note 7 to our unaudited interim condensed consolidated financial statements) decreased from US$2,656,088 for the six months ended September 30, 2023 to US$2,615,338 for the six months ended September 30, 2024, we reduced commissions accordingly.

Other income (expenses), net

Other income (expenses) consisted of interest income, interest expense and other income/expenses. It resulted in other income, net of US$3,069 for the six months ended September 30, 2024, compared to other income, net of $253 for the six months ended September 30, 2023. The change in other income, net was not considered significant to our results of operations for the two interim periods presented.

Income tax expenses

We are subject to income tax on an entity basis on profit arising in or derived from the jurisdiction in which members of our Group domicile or operate.

BVI

Charming Medical Limited and Beautylab Group Medical Limited are incorporated in the BVI and are not subject to tax on income or capital gains under current BVI law. In addition, upon payments of dividends by these entities to their shareholders, no BVI withholding tax will be imposed.

Hong Kong

Pilate International Trading Limited, My Beauty Technology Limited, Dream International Trading (Hong Kong) Limited and Choliya Limited are incorporated in Hong Kong and each is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong. From year of assessment of 2019/2020 onwards, Hong Kong profits tax rates are 8.25% on assessable profits up to HK$2,000,000 (approximately US$255,470), and 16.5% on any part of assessable profits over HK$2,000,000 (approximately US$255,470). Under Hong Kong tax law, the above-mentioned Hong Kong company is exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.

Our income tax expenses increased by US$22,813, or 34.4%, from US$66,288 for six months ended September 30, 2023 to US$89,101 for six months ended September 30, 2024, which was jointly impacted by (i) increase in income before income tax by US$113,979 or 25.7% from US$443,939 for the six months ended September 30, 2023 to US$557,918 for six months ended September 30, 2024; and (ii) increase in effective tax rate from 14.9% for the six months ended September 30, 2023 to 16.0% for the six months ended September 30, 2024. The increase in effective tax rate was mainly due to increased management expenses incurred by the Company which was non-deductible due to no income tax in BVI.

Net income

As a result of the foregoing, our net income increased by US$91,166 or 24.1% from US$377,651 for six months ended September 30, 2023 to US$468,817 for six months ended September 30, 2024.

Bank borrowings

All bank borrowings were for working capital purpose and classified as short term due to repayment on demand clauses attached on the borrowings. As of September 30, 2024 and March 31, 2024, bank borrowings were approximately US$381,040 and US$442,612, respectively, which generally remains in line.

Operating lease liabilities

Our operating lease liabilities represented the current position of our non-cancellable lease agreement of our corporate office and stores in Hong Kong, and were reduced by amortization charge and lease payments were made, respectively.

Finance lease liabilities

Our finance lease liabilities represented the current position of our non-cancellable lease agreement of our motor vehicle acquired in Hong Kong for business purpose under a finance lease.

Tax payables

Our tax payables consisted of income tax payables of our operating subsidiaries in Hong Kong.

Our income tax payables increased by US$50,736 from US$119,254 as of March 31, 2024 to US$169,990 as of September 30, 2024, primarily due to the increase in income before income tax.

Cash Flows Analysis

The following table sets forth a summary of our cash flows for the interim periods indicated.

Operating Activities

For the six months ended September 30, 2024, net cash provided by operating activities was US$332,474, primarily due to the net income of US$468,817 for the period, as adjusted for non-cash items and changes in operating assets and liabilities. Adjustments for non-cash items mainly included depreciation of US$155,931 and deferred income taxes of US$38,544. Changes in operating assets and liabilities mainly included (i) a decrease of US$312,142 in contract liabilities due to less contract prices received than revenue recognized within the period; and (ii) a decrease in trade payables, accruals and other payables by US$104,152 as the Company paid off certain audit fees in the current period.

For the six months ended September 30, 2023, net cash provided by operating activities was US$442,794, primarily due to the net income of US$377,651 for the period, as adjusted for non-cash items and changes in operating assets and liabilities. Adjustments for non-cash items mainly included depreciation of US$190,011 and deferred income taxes of US$41,132. Changes in operating assets and liabilities mainly included (i) an increase in accounts receivable by US$43,628 as our revenue increased; and (ii) a decrease of income tax payables by US$102,758, since the Company had less current tax liabilities in the period as our operating subsidiaries utilized net operating losses from the prior years.

Investing Activities

For the six months ended September 30, 2024, net cash used in investing activities was US$170,284 which was due to the purchase of property and equipment.

INDUSTRY

All the information and data set forth in this section and elsewhere in this prospectus has been derived from an industry report commissioned by us on September 8, 2024 and independently prepared by Frost & Sullivan in connection with this Offering, unless otherwise noted. Frost & Sullivan has advised us that the statistical and graphical information contained herein is drawn from its database and other sources.

Overview of the Market and Market Size

The market for TCM women’s wellness and beauty encompasses a range of natural, non-invasive treatments rooted in TCM principles, therapies and products that are designed to support women’s health, balance within the body, and beauty through TCM practices. As women increasingly prioritize comprehensive wellness, TCM services provide holistic, preventative, and non-invasive options that cater to various stages of a woman’s life, including fertility, maternity, and general health maintenance.

The market for TCM women’s wellness and beauty is growing rapidly and includes a wide range of services, which can generally be grouped into three main categories: TCM women’s health market, fertility-related TCM services market, and TCM Beauty Market. While exact figures are not available for the entire industry, the three aforementioned segments collectively capture a substantial and growing portion of the market, driven by rising consumer demand for natural, holistic wellness solutions tailored to women’s health, reproductive, and aesthetic needs.

The traditional Chinese medicine service market in Hong Kong grew from 32.5 billion HKD in 2019 to 36.9 billion HKD in 2023, reflecting a CAGR of 3.2%, despite fluctuations between 2019 and 2023 mostly due to the impacts of the COVID-19 pandemic. By 2030, the market size is expected to reach 57.3 billion HKD, representing a CAGR of 6.5% from 2023 to 2030. The market is anticipated to further expand from 2023 to 2030. Based on available data from related segments — including the three aforementioned markets — the TCM women’s wellness and beauty industry demonstrates significant market potential as these segments cumulatively represent a large and expanding sector.

Source: Frost & Sullivan Analysis

TCM Women’s Health Market

The TCM women’s health market, valued at 2,039 million HKD in 2019, has expanded to 2,766 million HKD by 2023, reflecting a CAGR of 7.9%. This growth is projected to continue, reaching 4,666 million HKD by 2030, representing a CAGR of 7.7% from 2023 to 2030. Demand is largely driven by the rise in gynecological health issues, such as menstrual pain and “cold womb” (referring to a condition affecting the female reproductive system in which a lack of “Yang” energy (also known as “Yang deficiency” in TCM) in the body reduces blood circulation to the womb, depriving it of the necessary nutrients and resulting in insufficient warmth and a cooler internal environment), which

TCM Beauty Market

The TCM beauty market, which covers facial aesthetics, body sculpting, hip care, and breast health, has grown from 537.6 million HKD in 2019 to 598.9 million HKD in 2023, with projections indicating growth to 1,245 million HKD by 2030 at an 11% CAGR. The expansion of this market is fueled by the popularity of natural and safe beauty therapies, increased health awareness, and the influence of social media. Consumers are increasingly drawn to TCM beauty for its gentle, non-invasive methods, which include facial osteopathy, acupuncture, and herbal skincare products that address both aesthetic and underlying health needs.

Source: Frost & Sullivan Analysis

Growth Drivers in the Related Industries

According to Frost & Sullivan, several factors are driving the growth of the abovementioned segments.

Growth Drivers in the TCM Women’s Health Market

The Hong Kong government has been instrumental in promoting TCM by integrating it into tourism and wellness centers. This, along with growing health awareness and demand for natural care, is expanding the TCM women’s health market. In 2023, the Democratic Alliance for the Betterment and Progress of Hong Kong (DAB) proposed several policies to advance TCM. A nationwide survey on women’s health revealed that the number of women affected by “cold womb” is substantial, accounting for approximately 60% of the female population. TCM’s holistic, non-invasive treatments and therapies, using natural materials, are gaining popularity among consumers for managing women’s health issues like menstrual pain and hormonal imbalances. Below is a discussion on the three key growth factors in the TCM women’s health market.

•        Government Support for TCM Wellness — As a key element of Chinese culture, TCM has a significant role in disease prevention, treatment, and health maintenance in Hong Kong. The Hong Kong government has actively promoted TCM development through policy initiatives. In March 2023, the DAB proposed a policy to coordinate and enhance TCM development at the government level. In June 2024, additional proposals included establishing a TCM wellness center on Kai Tak Island featuring health, beauty, and cultural amenities. This support lays a solid foundation for growth in TCM women’s health market Hong Kong.

•        Widespread Impact of Gynecological Symptoms — Menstrual pain is prevalent among women of all ages in Hong Kong, with a 2023 survey involving 555 females aged 12 and above showing that over 85% of respondents have experienced it, and over half reported that it affected daily activities. Additionally, lifestyle factors like cold beverage consumption and long hours in air-conditioned environments contribute to conditions such as “cold womb”. This growing demand for natural solutions to manage menstrual pain and “cold womb” drives interest in TCM wellness treatments and therapies.

•        Consumer Preference for Natural Health and Balance — TCM’s holistic health approach is increasingly preferred by consumers seeking preventive, low-risk options without the side effects of hormonal drugs. TCM treatments and therapies, which include natural ingredients like herbs, animal products, and minerals, aim to balance body functions, addressing both symptoms and root causes of issues such as endocrine disorders, menstrual irregularities, and menopausal syndrome. This natural and holistic approach resonates with consumers, further driving growth in the TCM women’s health market.

Growth Drivers in Fertility-Related TCM Services Market

Female consumers are increasingly focusing on their health and well-being, especially in fertility and postpartum recovery. They are turning to TCM wellness centers for they offer natural, safe, and non-invasive options and personalized treatment/therapy plans. These wellness centers also offer emotional support through services like massage and detoxification to help manage stress. With more women delaying marriage and childbirth, there’s a growing demand for prenatal and postpartum care. Older mothers face more health challenges and need more time for recovery, making TCM a popular choice for addressing these needs. Below is a discussion on the two key growth factors in the fertility-related TCM services market.

•        Rising Focus on Health and Well-being — Women are increasingly prioritizing health and well-being, especially in fertility and postpartum care. TCM wellness centers have become popular for their natural and body-regulating methods, offering support not only for physical recovery but also emotional well-being. These centers often include services such as massage and detoxification, which help manage stress, making them an attractive choice for women balancing personal, family, and professional roles.

•        Delayed Marriage and Childbearing Trends — As delayed marriage and childbearing become more common, demand for prenatal and postpartum TCM care has risen. The median age of first-time mothers in Hong Kong increased from 28.1 in 1991 to 32.9 in 2023. Older mothers may face additional health challenges, requiring longer recovery periods and more comprehensive care, including fertility treatments and postpartum recovery support. This trend has led to increased use of TCM treatments tailored to these specific needs.

Growth Drivers in the TCM Beauty Market in Hong Kong

The widespread use of social media and the influence of female celebrities have significantly boosted Hong Kong’s TCM beauty market. Celebrities and influencers frequently showcase their TCM beauty routines and results through social media. By sharing before-and-after photos, videos, and personal endorsements, they make TCM beauty treatments and therapies highly visible to a broad audience and help build consumer trust in the overall TCM beauty market. Besides, rising awareness of women’s health and the demand for natural, safe care methods have made TCM beauty popular for its holistic approach. This combination of social media influence and health awareness has rapidly expanded the TCM beauty market.

•        Influence of Social Media and Celebrity Endorsements — The TCM beauty market has grown significantly, partly due to social media and celebrity endorsements. Celebrities and influencers frequently showcase their TCM beauty routines and results through social media. This trend drives word-of-mouth marketing, rapidly increasing market reach and building customer loyalty. As these public figures endorse TCM methods, consumers feel more confident in trying these TCM beauty treatments and therapies. Social media amplifies word-of-mouth marketing, as users share their own experiences with TCM beauty treatments and therapies, creating an organic spread of testimonials that resonate in the beauty industry. These authentic endorsements attract new consumers. Social media influencers appeal strongly to this group, positioning TCM as a natural, non-invasive alternative to traditional beauty methods. Additionally, influencers help educate their followers on TCM principles, making these principles accessible to consumers unfamiliar with TCM.

•        Increased Awareness of Women’s Health — Growing awareness of women’s health and the desire for natural, non-invasive beauty treatments have boosted the TCM beauty industry. Women are turning to TCM beauty treatments that promote overall health, enhancing both their looks and internal well-being. This comprehensive approach is driving the market’s growth, with services designed to meet the varied needs of today’s consumers.

•        Preference for Natural Ingredients and Gradual Standardization of Qualification for Beauty Industry Professionals — The TCM beauty market in Hong Kong is experiencing growth, which is partially driven by customer demand for natural ingredients. According to a study conducted by Lingnan University in 2014 on the preferences of users of TCM gynecological therapies, a survey of 143 gynecological patients aged 15 and above showed that up to 90% of respondents believe that traditional Chinese medicine has fewer side effects compared to Western medicine and offers more effective wellness benefits. Although more recent comprehensive studies are limited, this trend remains relevant based on the Frost & Sullivan’s observations and continuing cultural practices. Given that the TCM beauty products share similar principles by primarily using natural extracts with minimal or no synthetic chemicals, we believe they align with the demand for natural and safe products. In addition, the “Specification of Competency Standards for the Beauty Industry in Hong Kong” (《香港美容业能力标准说明》) was established in 2011, and further updated in 2021 to promote standardization of qualification for beauty industry professionals in Hong Kong. As advised by our Hong Kong counsel, Fairbairn Catley Low & Kong, the statutory professional qualifications required for TCM practitioners to practice TCM under the laws of Hong Kong fall under the Chinese Medicine Ordinance (Chapter 549 of the Laws of Hong Kong). See “Regulations — Laws Related to Chinese Medicine” on page 109 for more details. Other relevant certifications, training and memberships held by the TCM practitioners and technicians in the TCM-inspired beauty and wellness industry are preferred qualifications that enhance their ability to provide products and services, but are not required. Gradually established regulatory framework on the safety of the beauty industry in Hong Kong, especially for standardized qualifications for professionals, can help build the credibility of TCM beauty services, and help the market further expand in the future.

Competitive Landscape

The market for TCM women’s wellness and beauty is highly competitive, with a mix of public and private providers, such as TCM clinics and wellness centers, offering a range of services. Public hospitals typically offer more standardized TCM services, which are primarily symptom-focused and at lower costs but potentially longer waiting times. In contrast, private institutions offer more flexibility with a wider variety of services, often providing more personalized plans at a relatively higher cost. Wellness centers are gaining popularity for their ability to offer flexible, comprehensive health management, making them an attractive option for women seeking specialized care.

Future Trends in the Related Markets

Based on Frost & Sullivan’s industry report, the future of the TCM women’s wellness and beauty market in Hong Kong looks promising, with wellness centers evolving into one-stop health service solutions. These centers are expected to offer a wider range of personalized services, including emotional support, fertility care, and beauty treatments. As health and wellness continue to take center stage, more women are expected to turn to TCM for long-term health management, beauty, and emotional well-being, further solidifying the market’s growth trajectory.

Future Trends in the Women’s TCM Health Market in Hong Kong

Women’s TCM wellness centers are gaining popularity due to their ability to provide personalized and comprehensive services that cater to a broad range of women’s needs. Unlike treatments at public hospitals, which are often symptom-focused and with a long waiting time, these wellness centers emphasize holistic, long-term health enhancement to address issues like “cold womb” and menstrual pain, which require consistent attention. With diverse and tailored service options, TCM wellness centers expect to attract more consumers seeking more in-depth health and wellness support beyond symptom relief, creating strong growth prospects for these wellness centers.

As health awareness rises, women demonstrate a growing interest in TCM because of its use of natural ingredients, gentle approach, and lower risk of side effects compared to Western medicine. The 2014 study conducted by Lingnan University has shown that up to 90% of respondents who have experienced gynecological problems prefer TCM practices. This study reveals that among 143 gynecological patients aged 15 and above, up to 90% of respondents believe that traditional Chinese medicine has fewer side effects compared to Western medicine and offers more effective wellness benefits. TCM’s approaches, which integrate adjustments in lifestyle, diet, along with herbal remedies and

other therapies, can help address both symptoms and root causes. By offering personalized wellness plans that consider each woman’s unique constitution and lifestyle, TCM is increasingly becoming the preferred choice for managing long-term health issues, contributing to the expanding women’s TCM health market.

•        Growth of TCM Wellness Centers with Diverse Services — TCM wellness centers, which emphasize comprehensive and personalized care, are attracting more consumers than public hospitals, which typically focus on acute care. These wellness centers cater to long-term health needs such as “cold womb” and menstrual pain, offering tailored treatment and therapy plans that foster lasting relationships with customers and a promising growth outlook.

•        Preference for Natural Wellness Solutions — TCM’s use of natural ingredients and minimal invasiveness are leading more women to choose TCM for health and wellness. According to the study conducted by Lingnan University in 2014 on the preferences related TCM women’s health involving 143 gynecological patients aged 15 and above, showed that up to 90% of respondents believe that traditional Chinese medicine has fewer side effects compared to Western medicine and offers more wellness benefits. This rising preference supports continued growth in the women’s TCM health market.

•        Need for Long-Term, Personalized Women’s Health Care — TCM’s comprehensive approach to long-term wellness is increasingly appealing to women with conditions like “cold womb” and endocrine disorders. TCM’s tailored wellness plans, which take into account a patient’s constitution and lifestyle, can help address these health issues and position TCM as the preferred option for women seeking holistic care.

Future Trends in Fertility-related TCM Services in Hong Kong

Wellness centers in Hong Kong are increasingly adopting a “one-stop” approach to women’s health, offering comprehensive TCM services that support women throughout their pregnancy journey. Responding to the rising demand for fertility and postpartum care, these wellness centers combine fertility-focused TCM practices like moxibustion and uterine warming with other wellness services, such as beauty therapies and weight management. This holistic model addresses a wide range of women’s health needs, making TCM wellness centers a preferred choice for those seeking integrated, long-term support.

As demand for comprehensive care grows, TCM wellness centers are also introducing more customized, high-end postpartum recovery options, meeting women’s expectations for refined and personalized services. With the trend of delayed childbearing continuing in Hong Kong, older mothers are seeking extended postpartum recovery support. TCM services are well-suited to meet this need, as they offer tailored solutions that help women recover physically and emotionally, solidifying the role of TCM wellness centers in modern women’s health care.

•        Evolving One-Stop Health Service Solutions — The demand for fertility-related TCM services is driving wellness centers to offer one-stop solutions encompassing physical, emotional, and psychological support. By integrating techniques such as moxibustion and uterine warming with beauty treatments and weight management, these centers offer comprehensive services across a woman’s pregnancy journey, making them a preferred choice.

•        Increased Customization — More and more women’s TCM wellness centers are offering high-end, customized fertility-related services, especially in postpartum recovery. This trend toward more refined, customized care is elevating TCM services to meet constantly evolving consumer expectations, establishing TCM as a leader in women’s wellness.

•        Rising Demand for Postpartum Recovery — As the trend of delayed childbearing continues, there is a growing demand for postpartum body recovery. Older mothers require longer recovery periods, and TCM’s tailored postpartum care options are well-suited to meet these needs, contributing to increased interest in TCM services.

Future Trends in the TCM Beauty Market in Hong Kong

The TCM beauty market in Hong Kong is shifting towards personalized, high-end services as consumers increasingly seek treatments and therapies tailored to their unique skin types, body profiles, and health needs. Moving away from standardized offerings, TCM beauty clinics are creating customized service plans that enhance customer satisfaction and build trust. Moreover, there is a growing preference for natural beauty practice as consumers become more conscious

of the potential side effects of synthetic ingredients in conventional cosmetics. TCM beauty, which is perceived as natural, gentle, and non-invasive, has gained popularity as it aligns with modern expectations for health-conscious beauty solutions. This shift is further supported by social media exposure, which highlights the advantages of TCM’s natural ingredients and contributes to the market’s rapid growth and mainstream acceptance.

•        Personalized Beauty Treatments — Consumer demand for high-end, customized beauty treatments is leading TCM beauty clinics to develop personalized plans tailored to individual needs. This trend helps position TCM beauty as leader in the beauty industry in Hong Kong.

•        Demand for Natural and Safe Beauty Methods — Heightened awareness of the side effects of synthetic chemicals in beauty products is driving a shift toward natural beauty solutions. TCM beauty, which is natural and non-invasive, is increasingly popular and aligns with consumer preferences for safer, health-oriented beauty methods. This demand fuels the ongoing growth of the TCM beauty market.

products was $88,992 and $78,867 for the fiscal years ended March 31, 2024, and 2023, representing 1.5% and 2.2% of total revenue, respectively. The revenue from consultancy services was $112,569 and nil for the fiscal years ended March 31, 2024, and 2023, representing 1.9% and 0% of total revenue, respectively.

We generated revenue of $2,958,508 and $2,641,503, respectively, and achieved a net profit of $468,817 and $377,651, respectively, for the six months ended September 30, 2024 and 2023. Our revenue primarily includes the following: (i) beauty, wellness, and postpartum services; and (ii) sales of products. For the six months ended September 30, 2024 and 2023, the revenue from beauty, wellness, and postpartum services amounted to $2,905,920 and $2,597,782, representing 98.2% and 98.3% of total revenue, respectively. The revenue from sales of products was $52,588 and $43,721 for the six months ended September 30, 2024 and 2023, representing 1.8% and 1.7% of total revenue, respectively.

Our Competitive Strength

We believe we have the following competitive strengths:

Professional Team and Certified Services

Our Operating Subsidiaries boast a team of professional TCM practitioners experienced in women’s health and skilled technicians, offering comprehensive care and therapies tailored to women. Our TCM practitioners provide consultation services, ensuring customers receive personalized health guidance and care, with each holding a Registered Chinese Medicine Practitioner Certificate issued by the Hong Kong Chinese Medicine Council. As advised by FCLK, our Hong Kong counsel, the statutory professional qualifications required for TCM practitioners to practice TCM under the laws of Hong Kong fall under the Chinese Medicine Ordinance (Chapter 549 of the Laws of Hong Kong) (“CMO”). The CMO provides for the regulation of activities or matters relating to Chinese medicine, including, among other matters, the licensing requirements for Chinese medicine practitioners, and the practice, use, manufacture, possession and trading of Chinese medicine in Hong Kong. According to the CMO, a Chinese medicine practitioner must be listed or registered under the Chinese Medicine Ordinance and hold a Registered Chinese Medicine Practitioner Certificate issued by the Hong Kong Chinese Medicine Council before being permitted to practice Chinese medicine in Hong Kong. Moreover, under section 108(2) of the CMO, any person who is not a registered Chinese medicine practitioner or listed Chinese medicine practitioner practices Chinese medicine commits an offence and is liable to a fine of HK$100,000 and imprisonment for three years, or on conviction upon indictment to imprisonment for five years. Section 158 of the CMO exempts registered Chinese medicine practitioners from obtaining licenses for possessing and dispensing Chinese herbal medicines listed in Schedule 1 to the CMO to persons on prescription. To ensure high-quality services, our Indonesian traditional abdominal binding therapy is performed by technicians who have completed training in Indonesian abdominal binding. Additionally, our Japanese facial bone adjustment services are performed by our TCM practitioners, who hold memberships with the Hong Kong Chinese Orthopedics Society, and our massage services are delivered by our TCM practitioners. We believe these professional qualifications held by our TCM practitioners and technicians as well as the additional training and professional memberships they hold contribute to the overall quality of our services.

Comprehensive One-Stop Health and Wellness Services

Our Operating Subsidiaries offer a wide range of services, including feminine care, prenatal and postpartum therapies, and women’s health products, providing comprehensive solutions to meet the diverse needs of female customers. We also launched home services during the COVID-19 pandemic, to enable our customers to enjoy professional care in the comfort of their homes. Our approach is to serve women across various life stages, and continuously track and adjust our services to meet their evolving health needs. Furthermore, we offer TCM-inspired hair care therapies to male customers.

High-quality Assurance for Products and Services

Our Operating Subsidiaries are committed to delivering quality products and services while maintaining a satisfactory customer experience. We implement quality control measures, including training service providers and selecting third-party product suppliers, to ensure compliance with safety and efficacy standards. Our Indonesian traditional abdominal binding therapy is performed by technicians who have completed training in Indonesian abdominal binding. The suppliers we currently contract with all hold a Good Manufacturing Practice (GMP) certificate and comply with the globally recognized quality management standard ISO 9001. We believe adherence to these quality control measures contributes to customer trust and brand reputation.

Integration of TCM Principles and Modern Technology

The Operating Subsidiaries are dedicated to integrating TCM principles with modern technology to offer comprehensive wellness and beauty solutions. Our needle-free thread embedding therapy leverages advanced noninvasive cosmetic technology to deliver substantial aesthetic results without the need for surgery, enhancing both skin quality and facial contours. We have also developed the TCM E-plus eye care therapy, which improves eye blood circulation, relieves eye fatigue, and enhances visual health through targeted acupoint massage.

Experienced Management Team with Substantial Industry Experience

The management team brings extensive experience and deep expertise in the TCM-inspired wellness and beauty industry. Our team members include seasoned TCM practitioners and beauty experts, all dedicated to enhancing service quality and customer satisfaction.

Customer-Centric Approach with Customized Services

Our Operating Subsidiaries uphold a customer-centric philosophy and are committed to providing personalized services and solutions tailored to customers’ needs. Through continuous communication with customers, we optimize and improve our service offerings. We aim to create a caring and professional environment where every customer feels valued and respected, fostering long-term relationships and customer loyalty.

Our Challenges

Intense Competition in the TCM-inspired Wellness and Beauty Industry

The TCM-inspired wellness and beauty industry is highly competitive, with many similar beauty centers and brands. Beauty Lab must differentiate itself from the competing brands to attract and retain customers. To stand out in the competitive market, our Operating Subsidiaries must be able to introduce unique products and services that cater to diverse customer needs. We may also improve customer satisfaction and loyalty by providing high-quality customer service and personalized experiences. Moreover, strengthening brand promotion and marketing and leveraging social media and online platforms can help increase brand visibility and attract more customers.

Challenges in Building Customer Trust and Boosting Customer Acceptance

Due to the limited evidence-based validation in TCM, the major challenges faced by us are building customer trust, improving consumer awareness, and boosting customer acceptance. Some consumers are unfamiliar with the holistic approaches of TCM-inspired wellness and beauty therapies and may be skeptical about the effectiveness of our services. Besides, TCM-inspired beauty treatments often take a longer time to show visible results compared to modern cosmetic treatments. Thus, convincing customers to stay committed to longer-term therapy plans and building trust around the adoption of TCM can be challenging.

Regulatory and Compliance Challenges in Global Expansion

As the Operating Subsidiaries expand their presence in the Southeast Asian market with TCM-inspired beauty and wellness services and supplements products, we may face varying regulatory and compliance requirements across different regions. These requirements could involve product certification, safety standards, and advertising practices. To ensure smooth business operations, the company must closely monitor regulatory changes in each region and promptly adjust its product and service offering and compliance strategies. Establishing solid relationships with local governments and industry associations can also help navigate regulatory and compliance challenges effectively.

Our Growth Strategies

Expanding Our Presence in International Markets

We plan to increase our international market share by entering new geographic regions or countries. This will involve conducting thorough market research to understand different countries’ cultural nuances, consumer habits, and regulatory requirements and adjust our marketing strategies and product positioning accordingly. We will prioritize regions with significant market potential and rapid economic growth, such as Southeast Asia. Additionally, we plan to adopt e-commerce platforms to expand global sales channels and enhance brand recognition in international markets as part of our growth strategies.

Building Strategic Partnerships

We will evaluate and selectively seek strategic partnerships with other companies to collaborate on market promotion, product development, or sales activities. We believe such partnerships can foster resource sharing, reduce costs, and expand market influence. For example, we may collaborate with some well-known cosmetic brands, health institutions, or retailers to launch co-branded products or joint promotional campaigns. Additionally, we plan to establish partnerships with research institutions or universities in Hong Kong to drive technological research and innovation, and we expect such partnerships will enhance product competitiveness and market appeal in the future.

Investing in Technological Innovation and Improving R&D Capability

We plan to invest in technological innovation and improve our research and development (“R&D”) capability to develop new beauty products and services. Our approaches include investing in ingredient research, and adopting advanced technologies and equipment to improve the efficacy of our products and ensure they can align with the constantly changing beauty standards. For example, we may invest in conducting continuous research on exploring new uses of common medicinal herbs to develop skincare products. Furthermore, we plan to adopt advanced beauty instruments, such as laser devices and micro-needling instruments to provide more professional and diverse services, and we expect the adoption of such advanced devices and instruments to improve our service and product offerings.

Establishing a Strong Brand Image through Differentiation

We will focus on building a strong brand image of the “Beauty Lab” brand through differentiation to attract potential customers. We plan to do so through marketing campaigns, quality assurance, and enhanced customer experience. For instance, brand promotion and engagement will be carried out via social media and online platforms to increase consumer awareness and trust in the “Beauty Lab” brand. We are confident that we can improve customer satisfaction and loyalty by providing high-quality customer service and personalized experiences. Additionally, we believe that hosting beauty seminars, workshops, and other events will strengthen interaction and connection with customers, thereby establishing a positive brand reputation.

Diversifying Product and Service Offerings

Currently, we offer TCM-inspired hair care therapies to male customers. As part of our growth strategy, we plan to expand our service and product offerings tailored to male consumers by developing and introducing additional TCM-inspired wellness solutions. These may include herbal-based wellness products designed to address common health concerns among men, such as insomnia, chronic fatigue, acne & oily skin, and male pattern baldness. By broadening our range of services, we aim to enhance customer engagement, increase brand loyalty, and capture a larger share of the male wellness market. We believe that diversifying our TCM-based offerings for male consumers will strengthen our competitive position and support our long-term revenue growth.

Our Business Model

We generate revenue by offering a wide range of beauty and wellness services and products. These services include wellness care for women, prenatal and postpartum therapies, Japanese facial contouring, needle-free thread embedding, Indonesia postpartum abdominal binding therapy, Chinese head therapy, and TCM E-plus eye care therapy. Additionally, the Operating Subsidiaries offer a variety of TCM-inspired wellness and beauty products, such as uterine care patches, probiotic intimate wash, Yin nourishing pills, Dendrobium eye essence, and ginseng soothing anti-allergy moisturizing care.

Pricing Strategy and Diverse Marketing Channel

The Operating Subsidiaries employ a flexible pricing strategy, offering products and services at different price points to meet the needs of customers at various income levels. The pricing of products and services is mainly based on cost, market demand, and competitors’ pricing strategies. Besides, the Operating Subsidiaries conduct marketing through both online and offline channels, including several e-commerce platforms.

Services and Products Provision

We have a team of professional TCM practitioners experienced in women’s health and technicians to ensure personalized care for every customer. We prioritize customer experience, regularly collecting feedback and conducting satisfaction surveys to continually optimize and improve service offerings. Additionally, during the COVID-19 pandemic, the Operating Subsidiaries introduced home services to allow customers to receive professional care in the comfort of their own homes. The Operating Subsidiaries offer a comprehensive range of wellness and beauty services, integrating TCM with modern technology to provide personalized care solutions for our customers. Our services and products mainly include TCM-inspired women’s wellness Services, TCM-inspired beauty services, other TCM-inspired women’s health services, TCM-inspired head/eye care, and TCM-inspired supplements products. In sourcing and selecting ingredients and developing new products and services, the Operating Subsidiaries conduct market research and analysis to understand the current beauty trends, consumer preferences, and demand for TCM-inspired natural beauty products.

Service Process

Our service process generally follows the steps below:

Step 1. Appointment and Consultation

During the appointment and consultation phase, our goal is to provide customers with an opportunity to gain a preliminary understanding of our services. Customers can make appointments on our official website, social media platforms, or by phone, and they can also consult about any services they may require. During the appointment, our reception staff will ask detailed questions about the customer’s needs and expectations to arrange a suitable in-person consultation time. Additionally, we offer initial consultation services to answer any questions the customer may have regarding our services, including information about our team, service content, expected outcomes, potential risks, and costs. The purpose is to establish trust and ensure that customers have a clear understanding of the services they are about to receive.

Step 2. Reception

Upon the customer’s arrival at our physical store, the customer will be greeted by our staff. We will first confirm their appointment details and guide them to the waiting area. During this time, we will take the opportunity to further understand the customer’s needs, expectations, and physical condition to offer personalized service recommendations, ensuring our services precisely meet their expectations.

Step 3. Filling Out a Form

Before the formal consultation, the customer is required to complete a set of forms, including a personal information form, a health questionnaire, and a consent form. These forms are designed to collect basic information about the customer, understand the customer’s general physical condition, lifestyle, and specific needs, and ensure that they are fully informed about the services they will receive. Our reception staff will patiently guide the customer through the form completion process and answer any questions the customer may have.

Step 4. Consultation with a TCM Practitioner

After completing the consultation forms, the customer will meet with our TCM practitioner. The TCM practitioner will ask more questions to further understand the customer’s condition and needs. The TCM practitioner will then make recommendations and explain how our services can be tailored to the customer’s specific condition to achieve the customer’s expected outcomes.

Step 5. Meeting with a Service Consultant

Following the consultation with the TCM practitioner, the customer will meet with one of our service consultants for further discussion. The service consultant will, based on the customer’s specific condition and the recommendations from the TCM practitioner, discuss possible service plans and explain the principles of each plan, the expected outcomes, potential risks, and price estimates. This step ensures that customers fully understand the different service options and can make informed decisions.

Step 6. Formulating Service Schedule

Once the customer has selected a therapy plan, our TCM practitioners will carry out the service. During the process, the practitioner will closely monitor and evaluate the customer’s response to the therapy. Based on customer feedback and the therapy results, we will adjust the therapy plan as necessary.

Step 7. Next Appointment

After the therapy is completed, we will discuss the therapy results with the customer and summarize their feedback. The store manager will also assist the customer in scheduling their next appointment. We encourage customers to visit regularly so we can continuously track their therapy progress and adjust the service plan as needed.

The following diagram summarizes the principal steps of the service flow:

Our Services and Products

I.    Beauty, Wellness, and Postpartum Services

We offer a wide range of beauty, wellness, and postpartum services for women with a focus on utilizing TCM approaches in addressing women’s health issues. Our beauty, wellness, and postpartum services include but are not limited to womb-warming therapy, BTS (Beauty, Tailor-made, Slim) pelvic detox therapy, agarwood moxibustion therapy, TCM-inspired prenatal massage, and Indonesian traditional abdominal binding. For the fiscal years ended March 31, 2024, and 2023, revenue from beauty, wellness, and postpartum services amounted to $5,813,814 and $3,451,955, representing 96.6% and 97.8% of total revenue, respectively. For the six months ended September 30, 2024, and 2023, revenue from beauty, wellness, and postpartum services amounted to $2,905,920 and $2,597,782, representing 98.2% and 98.3% of total revenue, respectively.

TCM-inspired Women’s Wellness Services

Our TCM-inspired women’s wellness services are dedicated to providing comprehensive wellness services for women from adolescence through menopause. We offer these services at our wellness centers, encompassing a whole process that includes consultation with TCM practitioners, development of therapy plans, implementation of therapies, and follow-up care. Our services cater to various needs, such as prenatal massage, postpartum recovery, and womb-warming services, targeting women of different age groups. Additionally, these services can be integrated into a customer’s assisted reproductive treatment plan as needed. Usually, we will provide TCM-based services such as herbal therapies before egg retrieval to prepare the customer’s body for the assisted reproductive treatment plan, and then uterine massages will be provided before embryo transfer to optimize the uterine environment, finally, herbal therapies will be provided to improve overall health during pregnancy.

For the fiscal years ended March 31, 2024, and 2023, revenue from TCM-inspired women’s wellness services amounted to $2,938,498 and $1,668,817, representing 48.8% and 47.3% of total revenue, respectively. For the six months ended September 30, 2024, and 2023, revenue from TCM-inspired women’s wellness services amounted to $1,426,297 and $1,329,012, representing 48.2% and 50.3% of total revenue, respectively.

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3        In TCM, a “cold uterus” or “cold womb”, also known as Gong Han (宫寒), refers to a condition often associated with Yang deficiency in the body, resulting in insufficient blood supply to the uterus. This condition implies that the uterus lacks the necessary warmth for optimal function, which can affect fertility and menstrual health.

4        In TCM, cold and dampness refer to the external influences that disrupt the body’s natural balance, which can cause blockages in the flow of Qi and lead to various health issues as listed above.

For the fiscal years ended March 31, 2024, and 2023, revenue from TCM beauty services amounted to $533,372 and $324,315, representing 8.9% and 9.2% of total revenue, respectively. For the six months ended September 30, 2024, and 2023, revenue from TCM beauty services amounted to $123,221 and $229,997, representing 4.2% and 8.7% of total revenue, respectively.

TCM Head/Eye Care Therapy

TCM head therapy is a health-promoting method that applies TCM principles by massaging specific acupoints on the head. This therapy deeply explores the meridians and acupoints of the head, helping to improve blood circulation, increase nutrient supply to hair follicles, support hair growth, and prevent hair loss. Head therapy also seeks to alleviate headaches, improve sleep, and support overall well-being. Utilizing TCM methods, head therapy focuses on head health and may contribute to overall health by regulating the meridians. The target customers include individuals experiencing hair loss, headaches, memory decline, poor sleep quality, high stress, and those seeking overall health improvement.

TCM eye care involves massaging specific acupoints around the eyes to improve blood circulation, relieve eye fatigue, and enhance visual health, making it suitable for individuals who frequently use electronic devices or have vision problems.

Based on years of experience serving female customers, our Operating Subsidiaries have developed and offered a range of TCM head and eye care therapies tailored to meet the needs of our female customers. The target customer includes individuals with hair loss issues, headaches, memory decline, poor sleep quality, high stress levels, and those seeking overall health improvement. The therapies we provide include ultrasound therapy, forehead cupping therapy, herbal deer antler hair care, deep cleansing follicle therapy, Japanese scalp cleansing, cell activation hair growth therapy, and TCM E-plus eye care therapy.

TCM-inspired Supplements Products

Under the “Beauty Lab” brand, the Operating Subsidiaries offer the following products to our customers: (i) TCM-inspired supplements products, such as Beauty Lab home herbal uterine care patch, probiotic intimate wash and Yin-nourishing pill, designed to support uterine health, improve physical weakness, and balance endocrine functions for female customers; and (ii) beauty products, including ginseng soothing anti-allergy moisturizing wash, which provide comprehensive care for skin issues and scalp health. TCM-inspired supplements products will be recommended by our TCM practitioners to our customers post-consultation, tailored to match their specific health conditions.

Quality Control

The Company’s ability to maintain and provide high-quality services and services is significantly dependent on the expertise and qualifications of our TCM practitioners and technicians. Our team consists of TCM practitioners who are experienced in women’s health and technicians with extensive training to provide high-quality and consistent service. Most technicians employed by us possess relevant certifications from recognized training programs, ensuring that they meet our internal standards for delivering effective and safe services. While the Company has established internal quality control measures to ensure our service quality, the relative lack of stringent laws and regulations specifically governing qualifications and practices in the beauty services sector in Hong Kong, particularly for the TCM-inspired beauty and wellness industry, creates challenges for us in maintaining consistent service quality. See “Risk Factors — Risks Related to Our Business and Industry — The relative lack of stringent laws and regulations in Hong Kong’s beauty services sector, particularly in the TCM-inspired beauty and wellness industry, poses a risk of inconsistent service quality. Any failure to maintain high standards of quality and safety could also adversely affect our reputation, customer trust, and overall business performance. In addition, to the extent any new regulatory measures are required to be implemented, our business, financial condition, and results of operations could be adversely affected, potentially materially decreasing the value of our Class A Ordinary Shares, and rendering them worthless” on page 34.

We have established a comprehensive quality control system that covers every stage, from raw material procurement to final product and service delivery. We regularly collect and analyze customer feedback, as we believe this is key to ensuring customer satisfaction and loyalty. Internal reviews and external audits are also conducted to continuously monitor and enhance service quality.

For our TCM-inspired supplements products, the Operating Subsidiaries source products mainly from third-party organizations. We have implemented a stringent supplier selection process to ensure that all partners meet our internal standards for quality and safety. As part of this process, we prioritize contracting with suppliers who hold a Good Manufacturing Practice (GMP) certificate and comply with the globally recognized ISO 9001 quality management standard developed by the International Organization for Standardization (ISO).

Research & Development

Our R&D efforts focus on continuously advancing innovative technologies to improve the customer care experience. To date, we have successfully implemented a range of innovative solutions in our TCM beauty and wellness industry, including needle-free thread embedding and TCM-inspired E-plus eye care therapy. Our Operating Subsidiaries plan to collaborate with third-party institutions for R&D, leveraging shared resources and expertise.

Our Customers

Our customer base primarily consists of individuals in Hong Kong, typically characterized by high purchasing power, health consciousness, and an interest in herbal-based, integrative and natural TCM approaches. These customers, mostly women aged between 25-55, prioritize skincare, anti-aging, and holistic wellness. We engage with our customers through a combination of online and offline channels, offering personalized health and beauty services. We are committed to building long-term relationships with our customers and our approaches is guided by two key factors: the customers’ demand for our products and services, and their reliability in making timely payments. Customers typically discover and select our services through word-of-mouth referrals, social media presence, and targeted marketing efforts. Since our customers consist of individuals, no single customer accounted for more than 10% of our revenue for the fiscal years ended March 31, 2024 and 2023. No single customer accounted for more than 10% of our revenue for the six months ended September 30, 2024 and 2023

By continuously improving service quality and customer experience, we aim to enhance customer satisfaction and loyalty, driving sustainable business growth.

Our Suppliers

The Operating Subsidiaries source products mainly from third-party organizations, including medical device, pharmaceutical, and beauty product manufacturers. Additionally, the Operating Subsidiaries collaborate with several OEM (Original Equipment Manufacturer) factories (refers to manufacturing facilities that produce goods for another company to sell under the latter’s brand name in accordance with the specifications provided by the purchasing

company) to produce health and beauty products under our brand. The suppliers we currently contract with all hold a Good Manufacturing Practice (GMP) certificate and comply with the globally recognized quality management standard ISO 9001. As similar alternatives are available in the market, the Operating Subsidiaries do not have ongoing or long-term supply agreements with these suppliers. The Operating Subsidiaries purchase products based on each procurement order. During the fiscal years ended March 31, 2024 and 2023, no single supplier accounted for more than 10% of our total procurement. No single supplier accounted for more than 10% of our revenue for the six months ended September 30, 2024 and 2023. This diversified supply chain management ensures stability and flexibility in our product supply, allowing us to adapt to market demands.

Intellectual Property

We regard intellectual properties as critical to our success.

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

Patents

We have the exclusive right to use one patent as listed below. As of the date of this prospectus, we have one service that is covered by this Exclusive Patent Licensing Agreement: BTS (Beauty, Tailor-made, Slim) pelvic detox therapy. Pursuant to the Exclusive Patent Licensing Agreement between Beautylab Group Medical Limited (the “Transferee”) and Yiu Yee Chiu (the “Transferor”), the Transferee was granted the exclusive rights to use, design, manufacture, sell products using the patented technology, and export such products worldwide (including Hong Kong) at the consideration of HK$ 1. The Transferee shall be responsible for paying the renewal fee(s) during the term of the patent. The Transferee’s exclusive rights shall remain in effect until the patent expires on July 12, 2031. During the term of this contract, without the Transferee’s written consent, the Transferor may not use, transfer, or authorize any third party to use this patent, nor to design, manufacture, use, sell, or export. If, due to reasons attributable to the Transferor, the patent expires prematurely, then the Transferor shall reimburse the Transferee for the portion of fees paid after the patent’s expiration, calculated on a pro-rata basis. The Transferor shall also compensate the Transferee with interest at the prevailing bank deposit rate, which shall be paid together with the principal amount. During the term of this Agreement, if the legal status of the patent undergoes any changes, the Transferor shall immediately notify the Transferee in writing.

Domain Name

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

Employees

As of the date of this prospectus, and as of September 30, 2024, March 31, 2024 and 2023, we had a total of 49, 49, 49 and 47 employees, respectively, all of which are located in Hong Kong.

The following tables provide a breakdown of our employees by functions and geographic locations as of the date of this prospectus:

Properties

As of the date of this prospectus, we leased the following properties in Hong Kong.

Insurance

We pay social insurance for our employees in accordance with the requirements of the relevant laws and regulations in Hong Kong, including according to the Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) and the Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong). We also have property insurance for the primary property and equipment required for our business operations to protect against possible risks and losses. We do not maintain business interruption, key person, or product liability insurance.

Seasonality

Our services and products don’t typically have significant seasonal fluctuations in demand. We believe that seasonality does not have a material impact on our business operation.

Legal Proceedings

We are currently not a party to any material legal or administrative proceedings. We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time and attention.

CORPORATE HISTORY AND STRUCTURE

Corporate History

On July 14, 2016, Pilate was incorporated as a company with limited liability in Hong Kong. Pilate is engaging in the business of providing wellness services.

On March 14, 2017, Dream International Trading was incorporated as a company with limited liability under the laws of Hong Kong. Dream International Trading is engaging in the business of providing wellness services.

On September 19, 2019, My Beauty Technology was incorporated as a company with limited liability in Hong Kong. My Beauty Technology is engaging in the business of providing wellness services.

On March 7, 2021, Choliya was incorporated as a company with limited liability in Hong Kong. Choliya is engaging in the business of providing wellness services.

For purposes of effectuating this Offering, in November 2024, we completed a series of transactions effectuating the reorganization of our Group (the “Reorganization”). Upon completion of the Reorganization as described below in November 2024, Charming Medical became the holding company of the Operating Subsidiaries in Hong Kong, through the intermediate holding company, Beautylab BVI.

The Reorganization

In this prospectus, we refer to the following events as the “Reorganization.”

As part of the reorganization, on February 28, 2024, Charming Medical was incorporated as the holding company under the laws of the BVI. On the date of its incorporation, 8,892 Shares, representing 100% of the issued shares, were allotted and issued fully paid at par to Ms. Kit Wong (“Ms. Wong”) for a consideration of US$1,333.80. On May 6, 2024, Beautylab BVI was incorporated in the BVI, as the intermediate wholly-owned holding company by Charming Medical.

On June 18, 2024, Ms. Wong acquired 2,000 ordinary shares of Choliya, representing 20% of Choliya’s equity interests, from an independent third party, for a consideration of HK$2,000. Choliya is 80% owned by Pilate, which is wholly owned by Ms. Wong, and 20% owned by Ms. Wong. As a result, Choliya became wholly owned by Ms. Wong.

On September 10, 2024, Dream International Trading, My Beauty Technology, and Pilate have collectively allotted and issued 99% of the enlarged share capital, consisting of 990,000 ordinary shares to Beautylab BVI, while Ms. Wong’s equity interests in Dream International Trading, My Beauty Technology, and Pilate have been diluted to 1%.

On September 16, 2024, Ms. Wong transferred her 2,000 ordinary shares in Choliya to Pilate for a consideration of HK$2,000, via executing an instrument of transfer and a bought and sold note. As such, Choliya became a 100% wholly-owned subsidiary of Pilate.

On September 19, 2024, Beautylab BVI acquired 10,000 ordinary shares, representing 1% of the share capital of Dream International Trading, My Beauty Technology, and Pilate, respectively, from Ms. Wong.

After completing the Reorganization, the Operating Subsidiaries became indirectly wholly owned by Charming Medical, through the intermediate holding company, Beautylab BVI.

Reclassification and Forward Share Split

On October 18, 2024, the shareholders and director of the Company resolved and approved a redesignation and reclassification of shares and share split at a ratio of 1-to-1,500, as a result of which the Company’s authorized shares was changed to 75,000,000 shares with a par value of US$0.0001, divided as 60,000,000 class A ordinary shares with a par value of US$0.0001 per share (the “Class A Ordinary Shares”) and 15,000,000 class B ordinary shares with a par value of US$0.0001 per share (the “Class B Ordinary Shares”). All ordinary shares and per ordinary share amount used elsewhere in this prospectus and the consolidated financial statements have been retroactively restated to reflect the share split.

Issuance of Class B Ordinary Shares

On November 1, 2024, the sole director of the Company resolved and approved the allotment and issuance of 2,000,000 class B ordinary shares with par value of US$0.0001 each to Ms. Wong.

Corporate Structure

Charming Medical is a holding company incorporated in British Virgin Islands. As a holding company with no material operations, Charming Medical conducts all of its operations through its Operating Subsidiaries, Pilate, My Beauty Technology, Dream International Trading, and Choliya, all of which are companies incorporated in Hong Kong. This structure involves unique risks to the investors, and the PRC regulatory authorities could disallow this structure, which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that such event could cause the value of such securities to significantly decline or become worthless. Investors are cautioned that you are buying shares of a BVI holding company with operations solely conducted in Hong Kong by its Operating Subsidiaries. You are not directly investing in, and may never hold equity interests of any of our Operating Subsidiaries. Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment.

We are offering 1,600,000 Class A Ordinary Shares, representing 10.71% of the Class A Ordinary Shares issued and outstanding following completion of the Offering, assuming the underwriters do not exercise the over-allotment option. Following this Offering, assuming that the underwriters do not exercise its over-allotment option, 10.71% of the Class A Ordinary Shares of the Company will be held by public shareholders.

Charming Medical’s issued share capital is a dual-class structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Class A Ordinary Shares are the only class of Ordinary Shares being offered in this Offering. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall vote together as one class on all resolutions of the shareholders and have the same rights except each Class A Ordinary Share shall entitle its holder to one (1) vote and each Class B Ordinary Share shall entitle its holder to twenty (20) votes. Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof but Class A Ordinary Shares are not convertible into Class B Ordinary Shares.

The following diagram illustrates our corporate structure, including our subsidiaries, as of the date of the prospectus and after this Offering (assuming no exercise of the over-allotment option by the underwriters):

REGULATIONS

This section sets forth a summary of the most significant rules and regulations that affect our business in Hong Kong.

Laws Related to Business Registration

The Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) requires every entity which carries on a business in Hong Kong to apply for business registration and to display the valid business registration certificate at the place of business. Any person who fails to apply for business registration or display a valid business registration certificate at the place of business shall be guilty of an offence and shall be liable to a fine of HK$5,000 and imprisonment for one year.

Laws Related to Taxation

Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong)

Under the Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong), where an employer commences to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than three months after the date of commencement of such employment. Where an employer ceases or is about to cease to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than one month before such individual ceases to be employed in Hong Kong. The Company has complied with the Inland Revenue Ordinance as at the date of this prospectus.

Tax on dividends

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 the Company.

Capital gains and profit tax

No tax is imposed in Hong Kong in respect of capital gains from the sale of shares. However, trading gains from the sale of shares by persons carrying on a trade, profession or business in Hong Kong, where such gains are derived from or arise in Hong Kong, will be subject to Hong Kong profits tax which is imposed at the rates of 8.25% on assessable profits up to HKD2,000,000 and 16.5% on any part of assessable profits over HKD2,000,000 on corporations from the year of assessment commencing on or after April 1, 2018. Certain categories of taxpayers (for example, financial institutions, insurance companies and securities dealers) are likely to be regarded as deriving trading gains rather than capital gains unless these taxpayers can prove that the investment securities are held for long-term investment purposes.

Stamp Duty

Hong Kong stamp duty, currently charged at the ad valorem rate of 0.13% on the higher of the consideration for or the market value of the shares, will be payable by the purchaser on every purchase and by the seller on every sale of Hong Kong shares (in other words, a total of 0.26% is currently payable on a typical sale and purchase transaction of Hong Kong shares). In addition, a fixed duty of HK$5 is currently payable on any instrument of transfer of Hong Kong shares. Where one of the parties is a resident outside Hong Kong and does not pay the ad valorem duty due by it, the duty not paid will be assessed on the instrument of transfer (if any) and will be payable by the transferee. If no stamp duty is paid on or before the due date, a penalty of up to ten times the duty payable may be imposed.

Estate duty

Hong Kong estate duty was abolished effective from February 11, 2006. No Hong Kong estate duty is payable by shareholders in relation to the shares owned by them upon death.

Laws Related to Employment

Employment Ordinance

The Employment Ordinance (Chapter 57 of the Laws of Hong Kong) (the “EO”) provides for, among other things, the basic employment protection of wages to all employees to regulate the general conditions of employment and for matters connected therewith.

The EO provides that where a contract of employment is terminated, any sum due to the employee shall be paid to him as soon as is practicable and in any case not later than seven days after the day of termination. Under the Employment Ordinance, any employer who willfully and without reasonable excuse fails to pay the said sum due to the employee within seven days after the day of termination, commits an offence and is liable to a fine of HK$350,000 and to imprisonment for three years.

Further, the EO provides that if any wages or any sum earned by the employee for work done over the period commencing on the expiry of his wage period next preceding the time of termination up to that time are not paid within seven days from the day on which they become due, the employer shall pay interest at a specified rate on the outstanding amount of wages or sum from the date on which such wages or sum become due up to the date of actual payment. Any employer who willfully and without reasonable excuse fails to pay such wages or sum within seven days from the day on which they become due, commits an offence and is liable on conviction to a fine of HK$10,000.

Mandatory Provident Fund Schemes Ordinance

The Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) (the “MPFSO”) provides that every employer must take all practicable steps to ensure that each employee is covered under a Mandatory Provident Fund (MPF) scheme. An employer who fails to comply with such a requirement may face a fine and imprisonment. The MPFSO provides that an employer must, for each contribution period, (a) from the employer’s own funds, contribute to the relevant MPF scheme the amount determined in accordance with the MPFSO; and (b) deduct from the employee’s relevant income for that period as a contribution by the employee to that scheme the amount determined in accordance with the MPFSO.

The amount to be contributed and/or deducted by an employer for a contribution period is in the case of a casual employee who is a member of an industry scheme, an amount determined by reference to a scale specified in an order made in accordance with the MPFSO.

Employees’ Compensation Ordinance

The Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) (the “ECO”) establishes a no-fault and non-contributory employee compensation system for work injuries and lays down the rights and obligations of employers and employees respectively in respect of injuries or death caused by accidents arising out of and in the course of employment, or by prescribed occupational diseases.

Under the ECO, if an employee sustains an injury or dies as a result of an accident arising out of and in the course of his employment, his employer is generally liable to pay compensation even if the employee might have committed acts of faults or negligence when the accident occurred. Similarly, an employee who suffers incapacity arising from an occupational disease or dies from an occupational disease is entitled to receive the same compensation as that payable to employees injured in occupational accidents.

Under the ECO, an employer must notify the Commissioner for Labour of any work accident by submitting the prescribed form (within fourteen days after the accident for general work accidents and within seven days after the accident for fatal accidents), irrespective of whether the accident gives rise to any liability to pay compensation. If the happening of such accident was not brought to the notice of the employer or did not otherwise come to his knowledge within such period of seven or fourteen days (as the case may be), then such notice shall be given not later than seven days or, as may be appropriate, fourteen days after the happening of the accident was first brought to the notice of the employer or otherwise came to his knowledge.

The ECO further provides that all employers are required to take out insurance policies to cover their liabilities under the ECO and common law for injuries at workplace for all of their employees. An employer failing to do so is liable on conviction upon indictment to a fine of HK$100,000 and to imprisonment for two years, and on summary conviction to a fine of HK$100,000 and imprisonment for one year.

Minimum Wage Ordinance

The prescribed minimum hourly wage rate (currently set at HK$40.0 per hour) for every employee is govern by the Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong) (the “MWO”). Section 15 of the MWO provides that any provision of employment contract which purports to extinguish or reduce the right, benefit or protection conferred on the employee under the MWO is void.

Occupational Safety and Health Ordinance (Chapter 509 of the Laws of Hong Kong)

The Occupational Safety and Health Ordinance provides protection to employees with respect to their safety and health in workplaces. It applies not only to industrial workplaces but also non-industrial.

Under the Occupational Safety and Health Ordinance, every employer must, as far as reasonably practicable, ensure the safety and health at work for all employees by: (a) providing and maintaining plant and systems of work that are safe and without risks to health; (b) making arrangements for ensuring safety and absence of risks to health in connection with the use, handling, storage or transport of plant or substances; (c) providing such information, instruction, training and supervision as may be necessary to ensure the safety and health at work of the employees; (d) as regards any workplace under the employer’s control, (i) maintaining the workplace in a condition that is safe and without risks to health; and (ii) providing or maintaining means of access to and egress from the workplace that are safe and without any such risks; and (e) providing and maintaining a working environment for the employees that is safe and without risks to health. An employer who fails to comply with the above provisions commits an offence and is liable, on summary conviction, to a fine of HK$3,000,000 and on conviction on indictment, to a fine of HK$10,000,000. Further, an employer who intentionally, knowingly or recklessly fails to comply with these provisions commits an offence and is liable, on summary conviction, to a fine of HK$3,000,000 and to imprisonment for six months, and on conviction on indictment, to a fine of HK$10,000,000 and to imprisonment for two years.

The Commissioner for Labour may serve improvement notices on an employer or an occupier of the workplace against contravention of this ordinance or the Factories and Industrial Undertakings Ordinance (Cap 59 of the Laws of Hong Kong), or suspension notices against an activity or condition or use of workplace where there is an imminent risk of death or serious bodily injury. An employer or occupier who fails to comply with such improvement notices without reasonable excuse commits an offence and is liable on conviction to a fine of HK$400,000 and imprisonment of up to twelve months. An employer or occupier who fails to comply with such suspension notices without reasonable excuse commits an offence and is liable on conviction to a fine of HK$1,000,000, to imprisonment for twelve months, and to a further fine of HK$100,000 for each day or part of a day during which such employer or occupier knowingly and intentionally continues the contravention.

Laws Related to Personal Data

Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong)

The Personal Data (Privacy) Ordinance (“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;

•        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 that 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 the individual considers 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.

Laws Related to Chinese Medicine

Chinese Medicine Ordinance (Chapter 549 of the Laws of Hong Kong)

The Chinese Medicine Ordinance (Chapter 549 of the Laws of Hong Kong) (“CMO”) provides for the regulation of activities or matters relating to Chinese medicine, including, among other matters, the licensing requirement of the Chinese medicine practitioner, and the practice, use, manufacture, possession and trading of Chinese medicine in Hong Kong.

According to the CMO, a Chinese medicine practitioner is required to be listed or registered under Chinese Medicine Ordinance holding a Registered Chinese Medicine Practitioner Certificate issued by the Chinese Medicine Council of Hong Kong before he is permitted to practice Chinese medicine in Hong Kong. Under section 108(2) of the CMO, any person who is not a registered Chinese medicine practitioner or listed Chinese medicine practitioner practices Chinese medicine commits an offence and is liable to a fine of HK$100,000 and imprisonment for three years, or on conviction upon indictment to imprisonment for five years. Section 158 of the CMO exempts the registered Chinese medicine practitioners from obtaining licenses for possessing and dispensing Chinese herbal medicines listed in Schedule 1 to the CMO to persons on prescription.

Section 67 of the CMO provides that a person is qualified to apply to be registered as a registered Chinese medicine practitioner if (a) he has passed the Chinese Medicine Practitioners Licensing Examination (the “Licensing Examination”) under section 61 of the CMO; or (b) the Chinese Medicine Practitioners Board of the Chinese Medicine Council of Hong Kong (the “Practitioners Board”) has determined that he is so qualified under section 92 of the CMO. The Chinese Medicine Council of Hong Kong is a statutory body established under the CMO for determining and overseeing the standardized Licensing Examination and the admission of the registered Chinese medicine practitioners in Hong Kong.

For the eligibility for undertaking the Licensing Examination under section 61 of the CMO, one must meet the following requirements: (i) has satisfactorily completed an undergraduate degree course of training in Chinese medicine practice or its equivalent as is approved by the Practitioners Board; and (ii) he has become a listed Chinese medicine practitioner under the transitional arrangements for registration of Chinese medicine practitioners and has been notified by the Practitioners Board that he has to undertake and pass the Licensing Examination before he is eligible for registration as registered Chinese medicine practitioner.

The Practitioners Board sets out the basic requirements of an approved course of training in Chinese medicine practice for the Licensing Examination, which shall be a full-time on campus degree course in Chinese medicine with duration of not less than five years, including a Chinese medicine clinical training of not less than 30 weeks and courses on 10 compulsory subjects on Chinese medicine specified by the Practitioners Board. In addition, the institutions

conducting the course must fulfill the basic requirements of university and clinical teaching in terms of teaching condition, teaching/practical exercise facilities, education management, library information, teacher qualifications, admission standard and clinical training.

The Licensing Examination by the Practitioners Board includes 2 parts, which include the writing examination and the clinical examination. Upon passing both parts of the Licensing Examination, the person will be issued a “Registered Chinese Medicine Practitioner Certificate” by the Chinese Medicine Council of Hong Kong; and hence be eligible to be a registered Chinese medicine practitioner in Hong Kong.

Laws Related to Product Quality and Liability

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) (“CGSO”) imposes a statutory duty on manufacturers, importers and suppliers of certain consumer goods to ensure that the consumer goods they supply are reasonably safe having regard to all the circumstances. Under CGSO, it is an offence for a person to supply, manufacture or import into Hong Kong consumer goods which fail to comply with the general safety requirement for consumer goods or the specific standards approved by the Secretary for Commerce and Economic Development for those specific types of consumer goods. It shall be a defence for that person to show that he has taken all reasonable steps and exercised all due diligence to avoid committing the offence. Any person who commits an offence shall be liable, on first conviction to a fine of HK$100,000 and imprisonment for one year, and on subsequent conviction to a fine of HK$500,000 and two years’ imprisonment. A continuing offence will result in an additional fine of HK$1,000 per day. The Commissioner of Customs and Excise also has power to serve a recall notice requiring the immediate withdrawal of any consumer goods or products which are believed to be unsafe and may cause serious injury.

Sale of Goods Ordinance (Chapter 26 of the Laws of Hong Kong)

The Sale of Goods Ordinance (Chapter 26 of the Laws of Hong Kong), which codifies the law in relation to the sale of goods, provides that:

•        where there is a contract for sale of goods by description, there is an implied condition that the goods shall correspond with the description;

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

•        where there is a contract for sale by sample, there is an implied condition that: (a) the bulk shall correspond with the sample in quality; (b) the buyer shall have a reasonable opportunity of comparing the bulk with the sample; and (c) the goods shall be free from any defect, rendering them unmerchantable, which would not be apparent on reasonable examination of the sample.

Subject to the Control of Exemption Clauses Ordinance (Chapter 71 of the laws of Hong Kong), any right, duty or liability arising under a contract of sale of goods by implication of law may be negative or varied by express agreement or by the course of dealing between the parties or by usage if the usage is such as to bind both parties to the contract.

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

The Trade Description Ordinance (Chapter 362 of the Laws of Hong Kong) (“TDO”) regulates the descriptions and statements made to any goods in the course of trade. Under the TDO, it is an offence for a person to, in the course of trade or business, (i) apply a false or misleading trade description to any goods or supply any goods with false or misleading trade descriptions; or (ii) forges any trade mark or falsely apply any trade mark to any goods. A person who commits any such offence is subject to a fine of up to HK$100,000 and imprisonment of up to two years on summary conviction; and is subject to a fine of up to HK$500,000 and imprisonment of up to five years on conviction on indictment.

MANAGEMENT

____________

(1)      The appointments of the independent directors will become effective immediately upon the Company’s listing on the Nasdaq Capital Market.

Kit Wong, Director, Chief Executive Officer, and Chairman of the Board

Ms. Kit Wong is our Chief Executive Officer, Director, and Chairman of the Board. Ms. Wong has rich experience in postpartum repair, beauty and health, and TCM-inspired long-term health maintenance. She serves as the sole director of Pilate, My Beauty Technology, Dream International Trading, and Choliya, and is also the Managing Director of Athena Beauty (Hong Kong) Group Limited, and CEO of Smooth, a company operating in the skincare industry. In 2015, Ms. Wong founded a skincare brand, Athena Beauty (Hong Kong) Group Limited, where she participated in manufacturing and sales, and established more than 100 distribution points in China via WeChat.

Ching Man Cheung, Chief Financial Officer

Ms. Ching Man Cheung is our Chief Financial Officer. Ms. Cheung has nearly 20 years of experience in the field of accounting and financial management. From 2022 to the present, Ms. Cheung has been the CFO of Beauty Lab, engaging in all accounting issues, financial analysis, budgeting, and financial reporting From 2006 to 2022, Ms. Cheung also acted as accountant manager and financial manager of several companies, including HLB Hodgson Impey Cheng, Emperor Motion Pictures (HK) Limited, Mirach Energy Limited, L’Sea Resources International Holdings Limited, Medicskin Holdings Limited, Titan Petrochemicals Group Limited, Brightoil Petroleum Holdings Limited, and Aberdeen Kai-Fong Welfare Association Social Service Centre. From 2005 to 2006, Ms. Cheung was an accountant at Zhong Yi CPA Hong Kong Company Limited, offering a variety of professional services, including audit reports for listed/unlisted companies and audit planning. Ms. Cheung obtained a Bachelor of Commerce degree from the University of Melbourne, Australia in 2005. Ms. Cheung is a member of the Hong Kong Institute of Certified Public Accountants (HKICPA). We believe that Ms. Cheung is qualified to serve as our Chief Financial Officer based on her experience in accounting, auditing, financial management experience.

Josephine Yan Yeung, Independent Director Nominee

Ms. Josephine Yan Yeung will be appointed as an independent Director and will be the chairman of the audit committee and a member of the compensation committee and nominating committee immediately upon the Company’s listing on the Nasdaq Capital Market. Ms. Yeung has over 20 years of experience in accounting, auditing, financial management, internal control and corporate governance. From May 2017 to the present, Ms. Yeung has been a practicing partner at Noble Partners CPA Company, a certified public accountants firm in Hong Kong. Ms. Yeung has served as an Independent Director of two Nasdaq-listed companies, including Intelligent Group Limited (Nasdaq: INTJ) since March 2024, Neo-Concept International Group Holdings Limited (Nasdaq: NCI) since April 2024. From April 2018 to June 2020, she served as the authorized representative and company secretary of Tu Yi Holding Company Limited (HKEx: 01701). From September 2019 to April 2020, she served as the company secretary of Link-Asia International MedTech Group Limited (formerly known as Link-Asia International Co. Ltd.) (HKEx: 01143).

From October 2017 to May 2019, Ms. Yeung served as the authorized representative and company secretary of Sunlight (1977) Holdings Limited (HKEx: 08451). From August 2009 to May 2017, Ms. Yeung worked at Verdant Group Limited, a China-focused private investment firm based in Hong Kong with her last position as the group finance director. From September 2003 to July 2009, Ms. Yeung held various positions at Ernst & Young Hong Kong, where she last served as manager in the assurance and advisory business services department, specializing in auditing listed companies in Hong Kong. Ms. Yeung graduated from The Hong Kong University of Science

A director may vote in respect of any contract or transaction in which he is interested, provided, the interested director shall, forthwith after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose the interest to all other directors of the Company. A disclosure to all other directors to the effect that such director is a member, director or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction. A director may be counted for a quorum upon a motion in respect of any contract or arrangement which he shall make with our company, or in which he is so interested and may vote on such motion.

Board Committees

We plan to establish three committees under the Board of Directors: an audit committee, a compensation committee and a nominating committee. We plan to adopt a charter for each of the three committees. Copies of our committee charters will be posted on our corporate investor relations website prior to our listing on the Nasdaq Capital Market.

Each committee’s members and functions are described below.

Audit Committee.    Our audit committee will consist of Josephine Yan Yeung, Leut Ming Gung, and Shu Tai Victor Yu upon the Company’s listing on the Nasdaq Capital Market. Josephine Yan Yeung will be the chair of our audit committee. We have determined that Josephine Yan Yeung, Leut Ming Gung, and Shu Tai Victor Yu will satisfy the “independence” requirements of Section 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Securities Exchange Act. Our board also has determined that Josephine Yan Yeung qualifies as audit committee financial experts within the meaning of the SEC rules or possesses financial sophistication within the meaning of the Nasdaq Listing Rules. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be responsible for, among other things:

•        appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

•        reviewing with the independent auditors any audit problems or difficulties and management’s response;

•        discussing the annual audited financial statements with management and the independent auditors;

•        reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures;

•        reviewing and approving all proposed related party transactions;

•        meeting separately and periodically with management and the independent auditors; and

•        monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Compensation Committee.    Our compensation committee will consist of Josephine Yan Yeung, Leut Ming Gung, and Shu Tai Victor Yu upon the Company’s listing on the Nasdaq Capital Market. Leut Ming Gung will be the chair of our compensation committee. The compensation committee will be responsible for, among other things:

•        reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers;

•        reviewing and recommending to the shareholders for determination with respect to the compensation of our directors;

•        reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and

•        selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.

Nominating Committee.    Our nominating committee will consist of Josephine Yan Yeung, Leut Ming Gung, and Shu Tai Victor Yu upon the Company’s listing on the Nasdaq Capital Market. Shu Tai Victor Yu will be the chair of our nominating committee. We have determined that Josephine Yan Yeung, Leut Ming Gung, and Shu Tai Victor Yu satisfy the “independence” requirements under Nasdaq Rule 5605. The nominating committee will assist the Board of Directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating committee will be responsible for, among other things:

•        selecting and recommending to the board nominees for election by the shareholders or appointment by the board;

•        reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity;

•        making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and

•        advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.

Board Oversight of Cybersecurity Risks

Our Board of Directors plays an active role in monitoring cybersecurity risks and is committed to the prevention, timely detection, and mitigation of the effects of any such incidents on our operations. Our Board of Directors focuses on determining and reviewing our general risk management policies and strategy, identifying any significant risk that we may face, and overseeing the implementation of risk mitigation strategies, while the management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing our cybersecurity risks and that our board leadership structure supports this approach. We have currently adopted an offline store management system, coupled with stable and reliable software and hardware solutions for our payment and appointment management.

Duties of Directors

Under BVI law, our Board of Directors has the powers necessary for managing, directing and supervising our business affairs. The functions and powers of our Board of Directors include, among others:

•        convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings;

•        declaring dividends and distributions;

•        appointing officers and determining the term of office of the officers; and

•        maintaining or registering a register of charges of the Company.

Under BVI law, our directors have a duty to act honestly, in good faith and with a view to our best interests. Our directors also have a duty to exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances. You should refer to “Description of Shares — Differences in Corporate Law” for additional information on our standard of corporate governance under BVI law. In fulfilling their duty of care to us, our directors must ensure compliance with our post-offering memorandum and articles of association. We have the right to seek damages if a duty owed by our directors is breached.

Interested Transactions

A director may vote, attend a board meeting or sign a document on our behalf with respect to any contract or transaction in which he or she is interested. A director must promptly disclose the interest to all other directors after becoming aware of the fact that he or she is interested in a transaction we have entered into or are to enter into. A general notice or disclosure to the board or otherwise contained in the minutes of a meeting or a written resolution of the board or any committee of the board that a director is a shareholder, director, officer or trustee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company will be sufficient disclosure, and, after such general notice, it will not be necessary to give special notice relating to any particular transaction.

Foreign Private Issuer Exemption

Following the completion of this Offering, we will be a “foreign private issuer” under the securities laws of the U.S. and Nasdaq’s corporate governance standards. As a result, in accordance with the rules and regulations of Nasdaq, we may choose to comply with home country governance requirements and certain exemptions thereunder rather than complying with Nasdaq corporate governance standards. We may choose to take advantage of the following exemptions afforded to foreign private issuers:

•        Exemption from filing quarterly reports on Form 10-Q, from filing proxy solicitation materials on Schedule 14A or 14C in connection with annual or special meetings of shareholders, from providing current reports on Form 8-K disclosing significant events within four days of their occurrence, and from the disclosure requirements of Regulation FD.

•        Exemption from Section 16 rules regarding sales of Class A Ordinary Shares by insiders, which will provide less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act.

•        Exemption from the Nasdaq rules applicable to domestic issuers requiring disclosure within four business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers. Although we will require board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the Nasdaq rules, as permitted by the foreign private issuer exemption.

•        Exemption from the requirement that our Board of Directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

•        Exemption from the requirements that director nominees are selected, or recommended for selection by our Board of Directors, either by (1) independent directors constituting a majority of our Board of Directors’ independent directors in a vote in which only independent directors participate, or (2) a committee composed solely of independent directors, and that a formal written charter or board resolution, as applicable, addressing the nominations process is adopted.

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.

Although we are permitted to follow certain corporate governance rules that conform to BVI requirements in lieu of many of the Nasdaq corporate governance rules, we intend to comply with the Nasdaq corporate governance rules applicable to foreign private issuers, including the requirement to hold annual meetings of shareholders.

Controlled Company Exception

We may also be eligible to utilize the controlled company exemptions under the Nasdaq corporate governance rules. Under the Nasdaq rules, a company of which more than 50% of the voting power with respect to the election of directors is held by another person or group of persons acting together is a “controlled company” and may elect not to comply with certain stock exchange rules regarding corporate governance, including the following requirements:

•        that a majority of its board of directors consists of independent directors;

•        that its director nominees be selected or recommended for the board’s selection by a majority of the board’s independent directors in a vote in which only independent directors participate or by a nominating committee composed solely of independent directors, in either case, with a formal written charter or board resolutions, as applicable, addressing the nominations process and such related matters as may be required under the federal securities laws; and

•        that its compensation committee be composed solely of independent directors with a written charter addressing the committee’s purpose and responsibilities.