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1、F-1 1 ff12023_intelligent.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on May 23,2023Registration Statement No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FormF-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_Intelligent Group
2、Limited(Exact name of Registrant as specified in its charter)_Not Applicable(Translation of Registrants name into English)British Virgin Islands 8742 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentifi
3、cation Number)Unit 2803,Level 28,Admiralty Centre,Tower 1,18 Harcourt Road,Admiralty,HongKong(852)3618 8460(Address,includingzipcode,andtelephonenumber,includingareacode,ofRegistrantsprincipale_Cogency Global Inc.122 East 42nd Street,18th FloorNewYork,NY10168(212)947-7200(Name,address,includingzipco
4、de,andtelephonenumber,includingareacode,ofagentforservice)_Copies of all communications,including communications sent to agent forservice,should be sent to:Lawrence S.Venick,Esq.Loeb&Loeb LLP2206-19 Jardine House1 Connaught Place,CentralHongKong SARTelephone:+852-3923-1111 Ying Li,Esq.Guillaume de S
5、ampigny,Esq.950 Third Avenue,19th FloorNew York,NY 10022Telephone:(212)530-2206_Approximate date of commencement of proposed sale to public:As soon as practicableafter this Registration Statement becomes effective.If any of the securities being registered on this form are to be offered on a delayed
6、orcontinuous basis pursuant to Rule415 under the Securities Actof1933,as amended,check thefollowing box.If this Form is filed to register additional securities for an offering pursuant toRule 462(b)under the Securities Act,check the following box and list the Securities Actregistration statement num
7、ber of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under theSecurities Act,check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement fo
8、r the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under theSecurities Act,check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering.Indicate by check mark whether th
9、e registrant is an emerging growth company as defined inRule405 of the Securities Act:Emerging growthcompany If an emerging growth company that prepares its financial statements in accordance withU.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transitionperiod f
10、or complying with any new or revised financial accounting standards provided pursuant toSection7(a)(2)(B)of the Securities Act._The term“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after
11、April5,2012.The Registrant hereby amends this registration statement on such date or dates asmay be necessary to delay its effective date until the Registrant shall file afurther amendment which specifically states that this registration statement shallthereafter become effective in accordance with
12、Section 8(a)of the SecuritiesActof1933,as amended,or until the registration statement shall become effectiveon such date as the U.S.Securities and Exchange Commission,acting pursuant to suchSection8(a),may determine.Table of ContentsThe information in this prospectus is not complete and may be chang
13、ed.We may not sell thesesecurities until the registration statement filed with the U.S.Securities and Exchange Commissionis effective.This prospectus is not an offer to sell these securities and it is not soliciting anoffer to buy these securities in any jurisdiction where the offer or sale is not p
14、ermitted.PRELIMINARYPROSPECTUS SUBJECTTOCOMPLETION,DATED MAY 23,20235,000,000Ordinary SharesIntelligent Group Limited_This is the initial public offering of the ordinary shares,par value$0.00001 per share,ofIntelligent Group Limited(“Ordinary Shares”).We are offering 3,400,000 Ordinary Shares ofInte
15、lligent Group Limited(“IGL”),representing 23.2%of the outstanding Ordinary Shares offollowing completion of this offering.Ms.Wai Lau,an existing shareholder of our Company(the“Selling Shareholder”),is offering an additional 1,600,000 Ordinary Shares of IGL,representing10.9%of the Ordinary Shares,fol
16、lowing the completion of this offering.Following the offering,34.1%of the outstanding Ordinary Shares will be held by public shareholders,assuming theunderwriters do not exercise their over-allotment option.Prior to this offering,there has been no public market for our Ordinary Shares.The offeringpr
17、ice of our Ordinary Shares is expected to be between$4.00and$5.00per share.We intend toapply to list our Ordinary Shares on the Nasdaq Capital Market under the symbol“INTJ.”We cannotguarantee that we will be successful in listing our Ordinary Shares on Nasdaq.This offering isconditioned upon the suc
18、cessful listing of our Ordinary Shares on the Nasdaq Capital Market.If theNasdaq Capital Market does not approve our listing application this initial public offering will beterminated.We will be a“controlled company”as defined under the Nasdaq Stock Market Rules because,immediately after the complet
19、ion of this offering,Ms.Wai Lau,our controlling shareholder(“Controlling Shareholder”)will own 50.5%of our total issued and outstanding Ordinary Shares,representing 50.5%of the total voting power,assuming that the underwriters do not exercise theirover-allotment option.As a result,Ms.Wai Lau will ha
20、ve the ability to control the outcome ofcertain matters submitted to shareholders for approval through her controlling ownership of theCompany,such as the election of directors,amendments to our organizational documents and anymerger,consolidation,sale of all or substantially all of our assets or ot
21、her major corporatetransactions.See“Risk Factors Our directors,officers and principal shareholders havesignificant voting power and may take actions that may not be in the best interests of our othershareholders”for further details.IGL is a holding company registered and incorporated in the British
22、Virgin Islands(“BVI”),and is not a Chinese operating company.As a holding company with no material operations,we conductour operations in HongKong through our operating subsidiaries IJL and ITL(as defined hereunder inthis prospectus).This is an offering of the Ordinary Shares of IGL,the holding comp
23、anyincorporated in the BVI,instead of shares of our operating subsidiaries in HongKong.You maynever directly hold any equity interest in our operating entities.References to the“Company,”“Group,”“we,”“us”and“our”in the prospectus are to IGL,the BVI entity that will issuethe Ordinary Shares being off
24、ered.References to“IJL”are to Intelligent Joy Limited,our keyoperating subsidiary in Hong Kong.References to“ITL”are to Intelligent Tech Limited,our HongKong subsidiary.Because of our corporate structure as a BVI holding company with operations conducted by HongKong subsidiaries,an investment in our
25、 Ordinary Shares involves unique risks to investors.Ouroperating subsidiaries are directly held by IGL,and we currently do not have or intend to have anycontractual arrangement to establish a variable interest entity(“VIE”)structure with any entityin China.Nevertheless,in the event that the PRC regu
26、latory authorities disallow our businessstructure,any action taken by the PRC government could significantly limit or completely hinder ouroperations in Hong Kong and our ability and to offer or continue to offer securities to investorsand could cause the value of such securities to significantly de
27、cline or be worthless.See“RiskFactors If the Chinese government chooses to exert more oversight and control over offerings thatare conducted overseas and/or foreign investment in China based issuers,such action maysignificantly limit or completely hinder our ability to offer or continue to offer Ord
28、inary Sharesto investors and cause the value of our Ordinary Shares to significantly decline or be worthless forfurther details.Because our operations are primarily located in HongKong and some of our clients are PRCcorporations,we may be subject to unique risks due to uncertainty of the interpretat
29、ion and theapplication of the PRC laws and regulations.We are also subject to the risks of uncertainty aboutany future actions of the Chinese government or authorities in HongKong in this regard.Should theChinese government choose to exercise significant oversight and discretion over the conduct of
30、ourbusiness,they may intervene in or influence our operations.Such governmental actions:could result in a material change in our operations and/or the value of our OrdinaryShares;could significantly limit or completely hinder our ability to continue our operations;could significantly limit or comple
31、tely hinder our ability to offer or continue to offerour Ordinary Shares to investors;andmay cause the value of our Ordinary Shares to significantly decline or be worthless.We are aware that recently,the PRC government initiated a series of regulatory actions andstatements to regulate business opera
32、tions in certain areas in China with little advance notice,including cracking down on illegal activities in the securities market,enhancing supervision overChina-based companies listed overseas using a VIE structure,adopting new measures to extend thescope of cybersecurity reviews,and expanding its
33、efforts in anti-monopoly enforcement.Since thesestatements and regulatory actions are new,it is highly uncertain how soon the legislative oradministrative regulation making bodies will respond and what existing or new laws or regulations ordetailed implementations and interpretations will be modifie
34、d or promulgated,if any.It is alsohighly uncertain what the potential impact such modified or new laws and regulations will have onIJLs,and to a lesser degree,ITLs daily business operations,its ability to accept foreigninvestments and the listing of our Ordinary Shares on a U.S.or other foreign exch
35、ange.Theseactions could result in a material change in our operations and/or to the value of our OrdinaryShares and could significantly limit or completely hinder our ability to offer or continue to offerour Ordinary Shares to investors.See“Risk Factors All our operations are in Hong Kong.However,du
36、e to the long arm provisions under the current PRC laws and regulations,the Chinesegovernment may exercise significant oversight and discretion over the conduct of our business andmay intervene in or influence our operations at any time,which could result in a material change inour operations and/or
37、 the value of our Ordinary Shares.Changes in the policies,regulations,rules,and the enforcement of laws of the Chinese government may also be implemented quickly with littleadvance notice.Therefore,our assertions and beliefs of the risk imposed by the PRC legal andregulatory system cannot be certain
38、”for further information.(Prospectus cover continued on the following page.)Investing in our Ordinary Shares is highly speculative and involves a high degreeof risk.Before buying any Ordinary Shares,you should carefully read the discussionof material risks of investing in our Ordinary Shares in“Risk
39、 Factors”beginning onpage 15 of this prospectus.We are an“emerging growth company”as defined under the federal securitieslaws and,as such,will be subject to reduced public company reporting requirements.See“Prospectus SummaryImplications of Being an Emerging Growth Company and aForeign Private Issue
40、r”for additional information.Neither the U.S.Securities and Exchange Commission nor any other regulatory bodyhas approved or disapproved of these securities or passed upon the accuracy oradequacy of this prospectus.Any representation to the contrary is a criminaloffense.PerShare TotalInitial public
41、offering price$4.5$15,300,000Underwriting discounts(1)$0.2$688,500Proceeds,before expenses,to us$4.3$14,611,500Proceeds to the Selling Shareholder$4.3$6,876,000_(1)We have agreed to reimburse the underwriters for certain expenses.See the section titled“Underwriting”beginning on page98 of this prospe
42、ctus for additional disclosure regardingunderwriter compensation and offering expenses.We expect our total cash expenses for this offering(including cash expenses payable to ourunderwriters for their out-of-pocket expenses)to be approximately$951,129,exclusive of the abovediscounts.In addition,we wi
43、ll pay additional items of value in connection with this offering thatare viewed by the Financial Industry Regulatory Authority,or FINRA,as underwriting compensation.These payments will further reduce proceeds available to us before expenses.See“Underwriting.”This offering,which includes 3,400,000 O
44、rdinary Shares offered by IGL and 1,600,000 OrdinaryShares offered by the Selling Shareholder,is being conducted on a firm commitment basis.Theunderwriters are obligated to take and pay for all of the shares if any such shares are taken.Wehave granted the underwriters an option for a period of forty
45、-five(45)days from the closing ofthis offering to purchase up to 15%of the total number of our Ordinary Shares offered by uspursuant to this offering(excluding shares subject to this option),solely for the purpose ofcovering over-allotments,at the initial public offering price less the underwriting
46、discounts.Ifthe underwriters exercise the option in full,the total underwriting discounts payable by us will be$791,775 based on an assumed initial public offering price of$4.50 per Ordinary Share(themidpoint of the price range set forth on the cover page of this prospectus),and the total grossproce
47、eds to us,before underwriting discounts and expenses,will be$17,595,000.The underwriters expect to deliver the Ordinary Shares against payment as set forth under“Underwriting”,on or about*,2023.The date of this prospectus is,2023.Table of Contents(Prospectus cover continued from preceding page.)Rece
48、nt statements by the PRC government have indicated an intent to exert more exert oversightand control over offerings that are conducted overseas and/or foreign investments in China basedissuers.On July 6,2021,the General Office of the Communist Party of China Central Committee andthe General Office
49、of the State Council jointly issued a document to crack down on illegalactivities in the securities markets and promote the high-quality development of the capitalmarkets,which,among other things,requires the relevant governmental authorities to strengthencross-border oversight of law-enforcement an
50、d judicial cooperation,to enhance supervision overChina-based companies listed overseas,and to establish and improve the system of extraterritorialapplication of the PRC securities laws.On December 24,2021,the China Securities Regulatory Commission(the“CSRC”)released theDraft Administrative Provisio
51、ns and the Draft Filing Measures,both of which had a comment periodthat expired on January 23,2022.The Draft Administrative Provisions and Draft Filing Measuresregulate the administrative system,record-filing management,and other related rules in respect ofthe direct or indirect overseas issuance of
52、 listed and traded securities by“domesticenterprises”.The Draft Administrative Provisions specify that the CSRC has regulatory authorityover the“overseas securities offering and listing by domestic enterprises”,and requires“domestic enterprises”to complete filing procedures with the CSRC if they wis
53、h to list overseas.On February 17,2023,the CSRC released the Trial Measures and five supporting guidelines,whichcame into effect on March 31,2023.According to the Trial Measures,domestic companies that seek tooffer or list securities overseas,both directly and indirectly,should fulfill the filingpro
54、cedures and report relevant information to the CSRC;any failure to comply with such fillingprocedures may result in administrative penalties,such as an order to rectify,warnings,and fines.On April 2,2022,the CSRC published the Draft Archives Rules,for public comment.These rules statethat in the over
55、seas listing activities of domestic companies,domestic companies,as well assecurities companies and securities service institutions providing relevant securities servicesthereof,should establish a sound system of confidentiality and archival work,shall not disclosestate secrets,or harm the state and
56、 public interests.Under the Trial Measures and the Guidance Rules and Notice,Chinese domestic companiesconducting overseas securities offering and listing activities,either in direct or indirect form,shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measureswit
57、hin three working days following their submission of initial public offerings or listingapplication.The companies that have already been listed on overseas stock exchanges or haveobtained the approval from overseas supervision administrations or stock exchanges for its offeringand listing and will c
58、omplete their overseas offering and listing prior to September 30,2023 arenot required to make immediate filings for its listing,yet need to make filings for subsequentofferings in accordance with the Trial Measures.Companies that have already submitted anapplication for an initial public offering t
59、o overseas supervision administrations prior to theeffective date of the Trial Measures but have not yet obtained the approval from overseassupervision administrations or stock exchanges for the offering and listing,shall arrange for thefiling within a reasonable time period and shall complete the f
60、iling procedure before suchcompanies overseas issuance and listing.The Management understands that as of the date of this prospectus,the Group has no operationsin China and is not required to complete filing procedures with the CSRC pursuant to therequirements of the Trial Measures.While the Group h
61、as no current operations in China,should wehave any future operations in China and should we(i)fail to receive or maintain such permissionsor approvals,(ii)inadvertently conclude that such permissions or approvals are not required,or(iii)applicable laws,regulations,or interpretations change and requ
62、ire us to obtain suchpermissions or approvals in the future,we may face sanctions by the CSRC,the CAC or other PRCregulatory agencies.These regulatory agencies may also impose fines and penalties on our operationsin China,as well as limit our ability to pay dividends outside of China,limit our opera
63、tions inChina,delay or restrict the repatriation of the proceeds from this offering into China or takeother actions that could have a material adverse effect on our business as well as the trading priceof our Ordinary Shares.We may be required to restructure our operations to comply with suchregulat
64、ions or potentially cease operations in the PRC entirely.The CSRC,the CAC or other PRCregulatory agencies also may take actions requiring us,or making it advisable for us,to halt thisoffering before settlement and delivery of our Ordinary Shares.In addition,if the CSRC,the CAC orother regulatory PRC
65、 agencies later promulgate new rules requiring that we obtain their approvalsfor this offering,we may be unable to obtain a waiver of such approval requirements,if and whenprocedures are established to obtain such a waiver.Any action taken by the PRC government couldsignificantly limit or completely
66、 hinder our operations in the PRC and our ability to offer orcontinue to offer securities to investors and could cause the value of such securities tosignificantly decline or be worthless.Furthermore,on July 10,2021,the Cyberspace Administration of China(the“CAC”)issued arevised draft of the Measure
67、s for Cybersecurity Review for public comment,which required that,among others,in addition to any“operator of critical information infrastructure”,any“dataprocessor”controlling personal information of no less than one million users which seeks to listin a foreign stock exchange should also be subjec
68、t to cybersecurity review,and further elaboratedthe factors to be considered when assessing the national security risks of the relevant activities.On December 28,2021,the CAC,the National Development and Reform Commission(“NDRC”),andseveral other administrations jointly issued the revised Measures f
69、or Cybersecurity Review,whichbecame effective and replaced the existing Measures for Cybersecurity Review on February 15,2022.According to the Revised Review Measures,if an“online platform operator”that is in possessionof personal data of more than one million users intends to list in a foreign coun
70、try,it must applyfor a cybersecurity review.Based on a set of Q&A published on the official website of the StateCipher Code Administration in connection with the issuance of the Revised Review Measures,anofficial of the said administration indicated that an online platform operator should apply for
71、acybersecurity review prior to the submission of its listing application with non-PRC securitiesregulators.Moreover,the CAC released the draft of the Regulations on Network Data SecurityManagement in November 2021 for public consultation,which among other things,stipulates that adata processor liste
72、d overseas must conduct an annual data security review by itself or by engaginga data security service provider and submit the annual data security review report for a given yearto the municipal cybersecurity department before January 31 of the following year.Given the recencyof the issuance of the
73、Revised Review Measures and their pending effectiveness,there is a generallack of guidance and substantial uncertainties exist with respect to their interpretation andimplementation.It remains unclear whether a Hong Kong company which collects personal informationfrom PRC individuals shall be subjec
74、t to the Revised Review Measures.We do not currently expect theRevised Review Measures to have an impact on our business,our operations or this offering as we donot believe that either IJL or ITL would be deemed to be an“operator of critical informationinfrastructure”or a“data processor”controlling
75、personal information of no less than onemillion users,that would be required to file for cybersecurity review before listing in the U.S.,because(i)IJL and ITL are organized and operating in Hong Kong and the Revised Review Measuresremains unclear whether it shall be applied to Hong Kong companies;(i
76、i)IJL and ITL operate withoutany subsidiary or VIE structure in Mainland China;(iii)as of date of this prospectus,IJL and ITLhave collected and stored personal information of less than 100 PRC individual clients,which is farless than one million users;and(iv)as of the date of this prospectus,IJL and
77、 ITL have not beeninformed by any PRC governmental authority of any requirement that they file for a cybersecurityreview.However,there remains significant uncertainty in the interpretation and enforcement ofrelevant PRC cybersecurity laws and regulations.If the Revised Review Measures are adopted in
78、to lawin the future and if IJL or ITL are deemed to be an“operator of critical informationinfrastructure”or a“data processor”controlling personal information of no less than onemillion users,the operation of our subsidiaries and the listing of our Ordinary Shares in the U.S.could be subject to CACs
79、cybersecurity review.We have been advised by Loeb&Loeb LLP,our U.S.and Hong Kong counsel,that based on theirunderstanding of the current Hong Kong laws,as of the date of this prospectus,the Company and itssubsidiaries IJL and ITL are not required to obtain any permissions or approvals from Hong Kong
80、authorities before listing in the U.S.and issuing our Ordinary Shares to foreign investors.No suchpermissions or approvals have been applied for by the Company and/or its subsidiaries or denied byany relevant authorities.As of the date of this prospectus,IGL does not require any requisitepermissions
81、 or approvals from the Hong Kong authorities to operate its businesses.All of our HongKong subsidiaries have received all requisite permissions or approvals from the Hong Kongauthorities to operate their businesses in Hong Kong,including but not limited to their businessregistration certificates.How
82、ever,we have been advised by Loeb&Loeb LLP that uncertainties stillexist,due to the possibility that laws,regulations,or policies in Hong Kong could change rapidlyin the future.Based on managements internal assessment that the Company and its subsidiaries currentlyhave no material operations in the
83、PRC,management understands that as of the date of thisprospectus,the Company is not required to obtain any permissions or approvals from PRC authoritiesbefore listing in the U.S.and to issue our Ordinary Shares to foreign investors,including the CACor the CSRC because(i)the CSRC currently has not is
84、sued any definitive rule or interpretationconcerning whether offerings like ours under this prospectus are subject to this regulation;and(ii)the Company operates in Hong Kong and is not included in the categories of industries andcompanies whose foreign securities offerings are subject to review by
85、the CSRC or the CAC.We alsounderstand that IGL,IJL and ITL are not required to obtain any permissions or approvals from anyChinese authorities to operate their businesses as of the date of this prospectus.No permissions orapprovals have been applied for by the Company or denied by any relevant autho
86、rity.However,uncertainties still exist,due to the possibility that laws,regulations,or policies in the PRCcould change rapidly in the future.In the event that(i)the PRC government expands the categories of industries and companieswhose foreign securities offerings are subject to review by the CSRC o
87、r the CAC or if applicablelaws,regulations or interpretations change and IGL,IJL and ITL are required to obtain suchpermissions or approvals,(ii)IGL,IJL and ITL inadvertently conclude that relevant permissions orapprovals were not required or(iii)IGL,IJL and ITL did not receive or maintain relevantp
88、ermissions or approvals required,any action taken by the PRC government could significantly limitor completely hinder our operations in Hong Kong and our ability to offer or continue to offersecurities to investors and could cause the value of our securities to significantly decline or beworthless.W
89、e also may face risks relating to the lack of Public Company Accounting Oversight Board(the“PCAOB”)inspection on our auditor,which may cause our securities to be delisted from a U.S.stock exchange or prohibited from being traded over-the-counter in the future under the HoldingForeign Companies Accou
90、ntable Act,or the HFCAA,if the U.S.Securities and Exchange Commission(the“SEC”)determines that we have filed annual report containing an audit report issued by aregistered public accounting firm that the PCAOB has determined it is unable to inspect orinvestigate completely for three consecutive year
91、s beginning in 2021.On June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act and on December 29,2022,alegislation entitled“Consolidated Appropriations Act,2023”(the“Consolidated AppropriationsAct”)was signed into law by President Biden,which contained,among ot
92、her things,an identicalprovision to Accelerating Holding Foreign Companies Accountable Act and amended the Holding ForeignCompanies Accountable Act by requiring the SEC to prohibit an issuers securities from trading onany U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two
93、 consecutiveyears instead of three,thus reducing the time before our Ordinary Shares may be prohibited fromtrading or delisted.The delisting or the cessation of trading of our Ordinary Shares,or the threatof their being delisted or prohibited from being traded,may materially and adversely affect the
94、value of your investment.Table of ContentsOn December 16,2021,the PCAOB issued a report to notify the SEC its determinations that it wasunable to inspect or investigate completely registered public accounting firms headquartered inmainland China and Hong Kong,respectively,and identified the register
95、ed public accounting firms inmainland China and Hong Kong that were subject to such determinations.The auditor of the Company,Marcum Asia CPAs LLP,which is headquartered in New York,New Yorkand registered with the PCAOB,and Friedman LLP,the previous auditor of the Company which isheadquartered in Ne
96、w York,New York,were not among the auditor firms listed on the determinationlist issued by the PCAOB,which noted all of the auditor firms that the PCAOB was not able toinspect.On August 26,2022,the CSRC,the Ministry of Finance of the PRC,and the PCAOB signed aStatement of Protocol,or the Protocol,go
97、verning inspections and investigations of audit firmsbased in China and Hong Kong.The Protocol remains unpublished and is subject to further explanationand implementation.Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC,the PCAOB shall have independent discretion to selec
98、t any issuer audits for inspection orinvestigation and has the unfettered ability to transfer information to the SEC.On December 15,2022,the PCAOB determined that the PCAOB was able to secure complete access to inspect andinvestigate registered public accounting firms headquartered in mainland China
99、 and Hong Kong andvoted to vacate its previous determinations to the contrary.However,should PRC authoritiesobstruct or otherwise fail to facilitate the PCAOBs access in the future,the PCAOB will considerthe need to issue a new determination.Our securities may be delisted or prohibited from trading
100、ifthe PCAOB determines that it cannot inspect or investigate completely our auditor under the HFCAA.During theyears ended November30,2022,2021 and 2020,the transfers of cash among IGL andits subsidiaries were in the form of dividends.IGL did not declare and pay any dividends during theyear ended Nov
101、ember 30,2020,and declared and paid dividends in the amount of HK$3,000,000 andHK$15,000,000,during the year ended November 30,2021 and in March 2022,respectively,to itsshareholders,which were through distribution by and funds transferred through payment of dividendsfrom IJL and ITL.We do not have a
102、ny current intentions to distribute further earnings.If wedetermine to pay dividends on any of our Ordinary Shares in the future,as a holding company,wewill be dependent on receipt of funds from IJL and ITL by way of dividend payments.IGL is a BVIcompany,and IJL and ITL are both Hong Kong companies.
103、There are currently no restrictions onforeign exchange and there are no limitations on the ability of IGL to transfer cash to or from IJLand ITL or to investors under Hong Kong Law.However,to the extent that cash and/or assets of thebusiness are in Hong Kong or held by Hong Kong entity,such cash and
104、/or assets may not be availableto fund operations or for other uses outside of Hong Kong due to interventions in or the impositionof restrictions and limitations by the PRC government on the ability of IGL,IJL or ITL to transfercash and/or assets.Since the only transfers of cash among IGL and IJL an
105、d ITL have been in the formof dividends and there are currently no limitations on the ability of IGL to transfer cash to orfrom IJL and ITL or to investors under Hong Kong Law,IGL has not established cash managementpolicies that dictate how funds are transferred.See“Dividend Policy”,“Transfers of Ca
106、sh To andFrom Our Subsidiaries”,Summary Consolidated Financial Data and Consolidated Statements of Changein Shareholders Equity in the Report of Independent Registered Public Accounting Firm for furtherdetails.Table of ContentsTABLE OF CONTENTS PageProspectus Summary 1Risk Factors 15Special NoteRega
107、rding Forward-Looking Statements 37Industry And Market Data 38Use of Proceeds 39Dividend Policy 40Capitalization 41Dilution 42Exchange Rate Information 43Managements Discussion and Analysis of Financial Condition and Results ofOperations 44Industry Overview 55Business 60Corporate History and Structu
108、re 60Regulations 68Management 73Related Party Transactions 78Principal and Selling Shareholders 79Description of Securities 81Shares Eligible for Future Sale 89Material Income Tax Considerations 92Underwriting 98Enforcement of Civil Liabilities 103Expenses Related to this Offering 105Legal Matters 1
109、06Experts 106Change in Registrants Certifying Accountant 106Where You Can Find Additional Information 107Index to Consolidated Financial Statements F-1We are responsible for the information contained in this prospectus andany free writing prospectus we prepare or authorize.We and the SellingSharehol
110、der have not,and the underwriters have not,authorized anyone toprovide you with different information,and we,the Selling Shareholder andthe underwriters take no responsibility for any other information othersmay give you.We and the Selling Shareholder are not,and the underwritersare not,making an of
111、fer to sell our Ordinary Shares in any jurisdictionwhere the offer or sale is not permitted.You should not assume that theinformation contained in this prospectus is accurate as of any date otherthan the date on the front cover of this prospectus,regardless of the timeof delivery of this prospectus
112、or the sale of any Ordinary Shares.For investors outside the UnitedStates:Neither we,the Selling Shareholder northe underwriters have done anything that would permit this offering or possession ordistribution of this prospectus in any jurisdiction,other than the UnitedStates,where action for that pu
113、rpose is required.Persons outside the UnitedStates whocome into possession of this prospectus must inform themselves about,and observe anyrestrictions relating to,the offering of the Ordinary Shares and the distribution ofthis prospectus outside the UnitedStates.IGL is a holding company registered a
114、nd incorporated in the BVI and a majority ofour outstanding securities are owned by non-U.S.residents.Under the rules of theU.S.Securities and Exchange Commission,or the SEC,we currently qualify fortreatment as a“foreign private issuer.”As a foreign private issuer,we will not berequired to file peri
115、odic reports and financial statements with the U.S.Securitiesand Exchange Commission,or the SEC,as frequently or as promptly as domesticregistrants whose securities are registered under the SecuritiesExchangeActof1934,as amended,or the ExchangeAct.Until and including,2023(twenty-five(25)days after t
116、he dateof this prospectus),all dealers that buy,sell or trade our OrdinaryShares,whether or not participating in this offering,may be required todeliver a prospectus.This delivery requirement is in addition to theobligation of dealers to deliver a prospectus when acting as underwritersand with respe
117、ct to their unsold allotments or subscriptions.iTable of ContentsCONVENTIONS THAT APPLY TO THIS PROSPECTUSUnless otherwise indicated or the context otherwise requires,all references inthis prospectus to the terms:The“Company,”“Group,”“we,”“us,”“our”and“IGL”are to IntelligentGroup Limited,the BVI ent
118、ity that will issue the Ordinary Shares being offered.“IJL”are to Intelligent Joy Limited,our key operating subsidiary in HongKong.“ITL”are to Intelligent Tech Limited,our Hong Kong subsidiary.“BVI”are to the British Virgin Islands.“BVI Act”are to the BVI Business Companies Act,2004 as amended from
119、time totime.“Controlling Shareholder”are to Ms.Wai Lau,who is also is a director,chiefexecutive officer,chairlady of the board,as well as the founder of the Group.“ExchangeAct”are to the U.S.Securities ExchangeActof1934,as amended.“Financial PR”are to a branch of the public relations industry thatsp
120、ecializes in corporate disclosure responsibilities,shareholder relations,andrelations with the professional investor community and with the financial media.“HK Stock Exchange”are to the Stock Exchange of Hong Kong Limited.“HKD”or“HK$”are to the legal currency of Hong Kong.“$”or“U.S.dollars”refers to
121、 the legal currency of the United States.“Hong Kong”are to Hong Kong Special Administrative Region of the PeoplesRepublic of China.“IPO”are to an initial public offering of securities.“Ordinary Shares”or“Shares”are to our Ordinary Shares,par value$0.00001per share.“PCAOB”are to the U.S.Public Compan
122、y Accounting Oversight Board.“PR”are to the public relations industry.“PRC”,“China”or“Mainland China”are to the Peoples Republic of China,including HongKong and Macau.“Securities Act”are to the U.S.Securities Actof1933,as amended.“Selling Shareholder”refers to Ms.Wai Lau,an existing shareholder of o
123、urCompany that is selling a portion of her Ordinary Shares pursuant to this prospectus.We have made rounding adjustments to some of the figures included in thisprospectus.Accordingly,numerical figures shown as totals in some tables may not bean arithmetic aggregation of the figures that preceded the
124、m.Unless the context indicates otherwise,all information in this prospectusassumes no exercise by the underwriters of their over-allotment option.IGL is a holding company registered and incorporated in the BVI with operationsconducted in HongKong through its operating subsidiaries in HongKong,IJL an
125、dITL.IJLs reporting currency is Hong Kong dollars.This prospectus containstranslations of HongKong dollars into U.S.dollars solely for the convenience ofthe reader.Unless otherwise noted,all translations from Hong Kong dollars toU.S.dollars and from U.S.dollars to HongKong dollars in this prospectus
126、 werecalculated at the noon buying rate of US$1=HK$7.8050 on November 30,2022,aspublished in H.10 statistical release of the UnitedStates Federal Reserve Board.Wemake no representation that the HKD or U.S.dollar amounts referred to in thisprospectus could have been or could be converted into U.S.dol
127、lars or HKD,as thecase may be,at any particular rate or at all.IGLs fiscal year ends on November30.iiTable of ContentsPROSPECTUS SUMMARYThe following summary highlights information contained elsewhere in thisprospectus and does not contain all of the information you should consider beforeinvesting i
128、n our Ordinary Shares.You should read the entire prospectus carefully,including“Risk Factors,”“Managements Discussion and Analysis of FinancialCondition and Results of Operations,”and our consolidated financial statementsand the related notes thereto,in each case included in this prospectus.You shou
129、ldcarefully consider,among other things,the matters discussed in the section ofthis prospectus titled“Business”before making an investment decision.OverviewWe are a professional services provider in Hong Kong that engages in thebusiness of providing Financial PR services.Our Financial PR services in
130、cludearranging press conferences and interviews,participating in the preparation ofnews releases and shareholders meetings,monitoring news publications,identifying shareholders,targeting potential investors,organizing corporateevents,and implementing crisis management policies and procedures.We aim
131、to build an effective channel for the exchange of information betweenthe public,investors and our clients.We provide information about our clients tothe public and investors in a manner designed to enable them to understand ourclients operations more easily.We also provide training to our clients so
132、 as toallow them to understand public relations tactics and practice.The objective is tocreate a positive market image of our clients to the public.Our IndustryHongKong,which occupies a unique geographic position,continues to achieveremarkable expansion in its role as a regional financial leader.As
133、one of thefinancial centers in the Asia-Pacific region,Hong Kong attracts a number ofpublic relations firms to provide services in HongKong,mainly in Financial PR,corporate public relations and consumer marketing services.According to thewebsite of the HK Stock Exchange Annual Market Statistics(As o
134、f December 30,2022)(source:https:/.hk/-/media/HKEX-Market/Market-Data/Statistics/Consolidated-Reports/Annual-Market-Statistics/e_2022-Market-Statistics.pdf and https:/.hk/-/media/HKEX-Market/Market-Data/Statistics/Consolidated-Reports/Annual-Market-Statistics/2021-Market-Statistics_e.pdf),HongKong h
135、as ranked number four and four in the world in 2021and 2022,respectively,in terms of the amount of funds raised through IPOs.According to the market statistics published by the HK Stock Exchange,the totalfunds raised through IPOs on the HK Stock Exchange in 2021 and 2022 wereapproximately HK$328.9 b
136、illion and HK$99.1 billion,respectively.The total post-IPO funds raised by listed companies on the HK Stock Exchange in 2022amounted toHK$147.3billion and,together with funds raised by IPOs,the total funds raisedon the Main Board(“Main Board”)and GEM Board of the Hong Kong Stock Exchange,amounted to
137、 approximately HK$251.9 billion.Despite the total fund raiseddecreased in 2022 due to the impact of resurgences of COVID-19 outbreak,thecapital market and fund-raising activities are expected to rebound in 2023,thedemand for Financial PR services is expected to correlatively rebound.Competitive Stre
138、ngthsWe believe the following competitive strengths differentiate us from ourcompetitors:We provide comprehensive Financial PR services to our clients;We provide extensive coverage in media monitoring and promotion servicesfor our clients;We have a strong client base;andWe have experienced and compe
139、tent management and professional staff.Our StrategyWe intend to pursue the following strategies to further expand our business:Further strengthening our Financial PR business in HongKong;Expanding our market presence in other international capital markets,inparticular the U.S.;andEnhancing the autom
140、ation and establishment of our virtual Financial PRservices.1Table of ContentsCorporate History and StructureIn October2016,IJL was organized under the laws of HongKong to engage inthe provision of Financial PR services.IJL,our key operating subsidiary,providesadvice for clients on their communicati
141、ons and reputation management efforts,creates multi-stakeholder communications programs,arranges press conferences andinterviews,participates in the preparation of news releases and shareholdersmeetings,monitors news publications,identifies shareholders,targets potentialinvestors,organizes corporate
142、 events and implements crisis management policies andprocedures.In June2018,ITL was organized under the laws of HongKong to support ourprovision of Financial PR services.ITL is our operating subsidiary and engaged intechnology related operations including maintaining the Companys website.In July2018
143、,IGL was organized under the BVI Act,as a holding company.We are offering 3,400,000 Ordinary Shares,representing 23.2%of the issued andoutstanding Ordinary Shares of IGL following completion of the offering,assumingthe underwriters do not exercise the over-allotment option.Ms.Wai Lau,theSelling Shar
144、eholder,is offering an additional 1,600,000 Ordinary Shares of IGL,representing 10.9%of the Ordinary Shares,following the completion of thisoffering.The chart below illustrates our corporate structure and identifies oursubsidiaries as of the date of this prospectus and upon completion of thisofferin
145、g.For more detail on corporate history,please refer to“Corporate Historyand Structure”.We will be a“controlled company”as defined under the Nasdaq Stock MarketRules because,immediately after the completion of this offering,Ms.Wai Lau willown 50.5%of our total issued and outstanding Ordinary Shares,r
146、epresenting 50.5%of the total voting power,assuming that the underwriters do not exercise theirover-allotment option.As a result,Ms.Wai Lau will have the ability to controlthe outcome of certain matters submitted to shareholders for approval through hercontrolling ownership of the company,such as th
147、e election of directors,amendmentsto our organizational documents and any merger,consolidation,sale of all orsubstantially all of our assets or other major corporate transactions.Transfers of Cash To and From Our SubsidiariesDuring the years ended November 30,2022,2021 and 2020,the transfers of cash
148、among IGL and its subsidiaries were in the form of dividends.IGL did not declareand pay any dividends during the year ended November 30,2021,and declared andpaid dividends in the amount of HK$3,000,000 and HK$15,000,000,during the yearended November 30,2020 and in March 2022,respectively,to its shar
149、eholders,whichwere through distribution by and funds transferred through payment of dividendsfrom IJL and ITL.The dividend of HK$15,000,000 was declared on March 7,2022 ofwhich HK$12,699,814(US$1,627,138)was offset against the amount due from directorand related party as of November 30,2021 and the
150、remaining HK$2,300,186(US$294,707)was paid in cash on March 16,2022.We do not have any currentintentions to distribute further earnings.If we determine to pay dividends on any of our Ordinary Shares in the future,as a holding company,we will be dependent on receipt of funds from our Hong Kongsubsidi
151、ary IJL,and to a lesser degree ITL,by way of dividend payments.IGL is permitted under the laws of BVI to provide funding to our subsidiariesin Hong Kong(IJL and ITL)through loans or capital contributions withoutrestrictions on the amount of the funds so provided.IJL and ITL are permittedunder the la
152、ws of Hong Kong to provide funding to IGL through dividenddistribution without restrictions on the amount of the funds so provided.We currently intend to retain all available funds and future earnings,if any,for the operation and expansion of our business and we do not anticipate declaringor paying
153、any dividends in the foreseeable future.Any future determination relatedto our dividend policy will be made at the discretion of our board of directorsafter considering our financial condition,results of operations,capitalrequirements,contractual requirements,business prospects and other factors the
154、board of directors deems relevant,and subject to the restrictions contained in anyfuture financing instruments.2Table of ContentsSubject to the BVI Act and our Memorandum and Articles of Association,ourboard of directors may authorize and declare a dividend to shareholders at suchtime and of such an
155、 amount as they think fit if they are satisfied,on reasonablegrounds,we are solvent before and after the dividend payment in the sense that wewill be able to satisfy our liabilities as they become due in the common course ofbusiness and the value of assets of our Company will not be less than the su
156、m ofour total liabilities.Under Hong Kong law,dividends can only be paid out of distributable profits(that is,accumulated realized profits less accumulated realized losses)or otherdistributable reserves.Dividends cannot be paid out of share capital.Under thecurrent practice of the Inland Revenue Dep
157、artment of HongKong,no tax is payablein HongKong in respect of dividends paid by us.IGL is a BVI company,and IJL and ITL are both Hong Kong companies.There areno restrictions on foreign exchange and there are no limitations on the abilitiesof IGL to transfer cash to or from IJL and ITL or to investo
158、rs under Hong Kong Law.There are currently no restrictions or limitation under the laws of Hong Kongimposed on the conversion of HK dollar into foreign currencies and the remittanceof currencies out of Hong Kong,nor there is any restriction on foreign exchange totransfer cash between IGL and its sub
159、sidiaries(IJL and ITL),across borders and toU.S.investors,nor there is any restrictions and limitations to distributeearnings from our business and subsidiaries(IJL and ITL),to IGL and U.S.investors and amounts owed.However,to the extent that cash and/or assets are inHong Kong or a Hong Kong entity,
160、such cash and/or assets may not be available tofund operations or for other uses outside of Hong Kong due to interventions in orthe imposition of restrictions and limitations by the PRC government on the abilityof IGL,IJL or ITL to transfer cash and/or assets.See“Dividend Policy”and“Wemay rely on di
161、vidends and other distributions on equity paid by our subsidiaries tofund any cash and financing requirements we may have,and any limitation on theability of our subsidiaries to make payments to us could have a material adverseeffect on our ability to conduct our business”in the Summary Risk Factors
162、 sectionand the Risk Factors section for further information.Since the only transfer of cash among IGL and IJL and ITL have been in the formof dividends and there currently are no limitations on the abilities of IGL totransfer cash to or from IJL and ITL or to investors under Hong Kong Law,IGL hasno
163、t established cash management policies that dictate how funds are transferred.See“Dividend Policy”,“Risk Factors We may rely on dividends and otherdistributions on equity paid by our subsidiaries to fund any cash and financingrequirements we may have,and any limitation on the ability of our subsidia
164、ries tomake payments to us could have a material adverse effect on our ability to conductour business”,Summary Consolidated Financial Data and Consolidated Statements ofChange in Shareholders Equity in the Report of Independent Registered PublicAccounting Firm for more information.SUMMARY OF RISK FA
165、CTORSOur business is subject to a numberof risks,including risks that may preventus from achieving our business objectives or may materially and adversely affectour business,financial condition,results of operations,cash flows and prospectsthat you should consider before making a decision to invest
166、in our Ordinary Shares.These risks are discussed more fully in“Risk Factors”.Risks Relating to Doing Business in Hong Kong(for a more detaileddiscussion,see“Risk Factors Risks Relating to Doing Business inHong Kong”beginning on page 15 of this prospectus)All our operations are in Hong Kong.However,d
167、ue to the long armprovisions under the current PRC laws and regulations,the Chinesegovernment may exercise significant oversight and discretion over theconduct of our business and may intervene in or influence our operationsat any time,which could result in a material change in our operationsand/or
168、the value of our Ordinary Shares.Changes in the policies,regulations,rules,and the enforcement of laws of the Chinese governmentmay also be quick with little advance notice and our assertions andbeliefs of the risks imposed by the PRC legal and regulatory system cannotbe certain.See Risk Factors “Al
169、l our operations are in Hong Kong.However,due to the long arm provisions under the current PRC laws andregulations,the Chinese government may exercise significant oversight anddiscretion over the conduct of our business and may intervene in orinfluence our operations at any time,which could result i
170、n a materialchange in our operations and/or the value of our Ordinary Shares.Changesin the policies,regulations,rules,and the enforcement of laws of theChinese government may also be quick with little advance notice and ourassertions and beliefs of the risks imposed by the PRC legal andregulatory sy
171、stem cannot be certain”on page 15 of this prospectus forfurther information.3Table of ContentsIf the Chinese government chooses to exert more oversight and control overofferings that are conducted overseas and/or involve foreign investment inChina based issuers,such action may significantly limit or
172、 completelyhinder our ability to offer or continue to offer Ordinary Shares toinvestors and cause the value of our Ordinary Shares to significantlydecline or be worthless.See Risk Factors “If the Chinese governmentchooses to exert more oversight and control over offerings that areconducted overseas
173、and/or involve foreign investment in China basedissuers,such action may significantly limit or completely hinder ourability to offer or continue to offer Ordinary Shares to investors andcause the value of our Ordinary Shares to significantly decline or beworthless”on page 16 of this prospectus for f
174、urther information.Although the audit report included in this prospectus is prepared byU.S.auditors who are subject to inspections by the PCAOB,there is noguarantee that future audit reports will be prepared by auditors inspectedby the PCAOB and,as such,in the future investors may be deprived of the
175、benefits of such inspection.Furthermore,trading in our securities may beprohibited under the HFCAA if the SEC subsequently determines our auditwork is performed by auditors that the PCAOB is unable to inspect orinvestigate completely,and as a result,U.S.national securitiesexchanges,such as the Nasda
176、q,may determine to delist our securities.OnDecember 16,2021,the PCAOB issued a report on its determinations that itwas unable to inspect or investigate completely PCAOB-registered publicaccounting firms headquartered in Mainland China and in Hong Kong,becauseof positions taken by PRC authorities in
177、those jurisdictions.The PCAOBmade its determinations pursuant to PCAOB Rule 6100,which provides aframework for how the PCAOB fulfils its responsibilities under the HFCAA.The report further listed in its Appendix A and Appendix B,RegisteredPublic Accounting Firms Subject to the Mainland China Determi
178、nation andRegistered Public Accounting Firms Subject to the Hong Kong Determination,respectively.Our current auditor,Marcum Asia CPAs LLP,is headquarteredin New York,New York and registered with the PCAOB.Our previous auditor,Friedman LLP,was headquartered in New York,New York.Our current auditoris
179、subject to laws in the United States pursuant to which the PCAOBconducts regular inspections to assess our auditors compliance with theapplicable professional standards.In addition,our auditors did notappear as part of the PCAOBs report of determinations under the lists inAppendix A or Appendix B of
180、 the report issued by the PCAOB on December 16,2021.On August 26,2022,the China Securities Regulatory Commission,orCSRC,the Ministry of Finance of the PRC,and the PCAOB signed a Statementof Protocol,or the Protocol,governing inspections and investigations ofaudit firms based in China and Hong Kong a
181、nd taking the first step towardopening access for the PCAOB to inspect and investigate registered publicaccounting firms headquartered in mainland China and Hong Kong.Pursuantto the Protocol,the PCAOB shall have independent discretion to select anyissuer audits for inspection or investigation and ha
182、s the unfetteredability to transfer information to the SEC.On December 15,2022,thePCAOB determined that the PCAOB was able to secure complete access toinspect and investigate registered public accounting firms headquarteredin mainland China and Hong Kong and voted to vacate its previousdetermination
183、s to the contrary.However,should PRC authorities obstructor otherwise fail to facilitate the PCAOBs access in the future,thePCAOB will consider the need to issue a new determination.Notwithstandingthe foregoing,in the event it is later determined that the PCAOB isunable to inspect or investigate com
184、pletely our auditor,then such lack ofinspection could cause our securities to be delisted from the stockexchange.On June 22,2021,the U.S.Senate passed the AcceleratingHolding Foreign Companies Accountable Act and on December 29,2022,theConsolidated Appropriations Act was signed into law by President
185、 Biden,which contained,among other things,an identical provision toAccelerating Holding Foreign Companies Accountable Act and amended theHolding Foreign Companies Accountable Act by requiring the SEC to prohibitan issuers securities from trading on any U.S.stock exchanges if itsauditor is not subjec
186、t to PCAOB inspections for two consecutive yearsinstead of three,thus reducing the time before our Ordinary Shares may beprohibited from trading or delisted.See Risk Factors “Although theaudit report included in this prospectus is prepared by U.S.auditors whoare currently inspected by the PCAOB,ther
187、e is no guarantee that futureaudit reports will be prepared by auditors inspected by the PCAOB and,assuch,in the future investors may be deprived of the benefits of suchinspection.Furthermore,trading in our securities may be prohibited underthe HFCAA if the SEC subsequently determines our audit work
188、 is performedby auditors that the PCAOB is unable to inspect or investigate completely,and as a result,U.S.national securities exchanges,such as the Nasdaq,may determine to delist our securities.On June 22,2021,the U.S.Senatepassed the Accelerating Holding Foreign Companies Accountable Act and onDec
189、ember 29,2022,the Consolidated Appropriations Act was signed into lawby President Biden,which contained,among other things,an identicalprovision to Accelerating Holding Foreign Companies Accountable Act andamended the Holding Foreign Companies Accountable Act by requiring4Table of Contentsthe SEC to
190、 prohibit an issuers securities from trading on any U.S.stockexchanges if its auditor is not subject to PCAOB inspections for twoconsecutive years instead of three,thus reducing the time before ourOrdinary Shares may be prohibited from trading or delisted.”on page 18of this prospectus for further in
191、formation.Changes in international trade policies,trade disputes,barriers totrade,or the emergence of a trade war may dampen growth in Hong Kong,China and other markets where the majority of our clients reside.Theenactment of Law of the PRC on Safeguarding National Security in theHong Kong Special A
192、dministrative Region could impact our Hong Kongsubsidiaries.See Risk Factors “Changes in international tradepolicies,trade disputes,barriers to trade,or the emergence of a tradewar may dampen growth in Hong Kong,China and other markets where themajority of our clients reside.The enactment of Law of
193、the PRC onSafeguarding National Security in the Hong Kong Special AdministrativeRegion could impact our Hong Kong subsidiaries”on page 20 of thisprospectus for further information.Risks Related to Our Business and Industry(for a more detaileddiscussion,see“Risk Factors Risks Related to Our Business
194、andIndustry”beginning on page 22 of this prospectus)Our business performance is highly influenced by the conditions of thecapital markets in Hong Kong.(see page 22 of this prospectus)The revenue from our Financial PR business is non-recurring in nature andour profitability is highly unpredictable.(s
195、ee page 22 of thisprospectus)Since we do not have long-term exclusive service agreements with ourexisting clients in respect of our Financial PR services,it is difficultto predict our future results of operations.(see page 23 of thisprospectus)We rely on our key management and professional staff,the
196、 loss of whom mayaffect our operations.(see page 23 of this prospectus)A sustained outbreak of the COVID-19 pandemic could have a materialadverse impact on our business,operating results and financial condition.(see page 26 of this prospectus)Risks Related to Our Corporate Structure(for a more detai
197、led discussion,see“Risk Factors Risks Related to Our Corporate Structure”beginningon page 28 of this prospectus)We may rely on dividends and other distributions on equity paid by oursubsidiaries to fund any cash and financing requirements we may have,andany limitation on the ability of our subsidiar
198、ies to make payments to uscould have a material adverse effect on our ability to conduct ourbusiness.(see page 28 of this prospectus)Our lack of effective internal controls over financial reporting mayaffect our ability to accurately report our financial results or preventfraud which may affect the
199、market for and price of our Ordinary Shares.(see page 28 of this prospectus)Risks Related to our Ordinary Shares(for a more detailed discussion,see“Risk Factors Risks Related to our Ordinary Shares”beginning on page29 of this prospectus)There has been no public market for our Ordinary Shares prior t
200、o thisoffering,and you may not be able to resell our Ordinary Shares at orabove the price you pay for them,or at all.(see page 29 of thisprospectus)Our Ordinary Shares are expected to initially trade under$5.00 per shareand thus would be known as“penny stock.”Trading in penny stocks hascertain restr
201、ictions and these restrictions could negatively affect theprice and liquidity of our Shares.(see page 29 of this prospectus)If we fail to meet applicable listing requirements,Nasdaq may delist ourOrdinary Shares from trading,in which case the liquidity and market priceof our Ordinary Shares could de
202、cline.(see page 29 of this prospectus)Our management has broad discretion to determine how to use the fundsraised in the offering and may use them in ways that may not enhance ourresults of operations or the price of our Ordinary Shares.(see page 31 ofthis prospectus)We qualify as a foreign private
203、issuer and,as a result,we will not besubject to U.S.proxy rules and will be subject to Exchange Act reportingobligations that permit less detailed and less frequent reporting thanthat of a U.S.corporation.(see page 34 of this prospectus)5Table of ContentsAs a foreign private issuer,we are permitted
204、to adopt certain homecountry practices in relation to corporate governance matters that differsignificantly from Nasdaq corporate governance listing standards.Thesepractices may afford less protection to shareholders than they would enjoyif we complied fully with Nasdaq corporate governance listing
205、standards.(see page 34 of this prospectus)We are an emerging growth company within the meaning of the Securities Actand may take advantage of certain reduced reporting requirements.(seepage 35 of this prospectus)We will incur increased costs as a result of being a public company,particularly after w
206、e cease to qualify as an“emerging growth company”.(see page 35 of this prospectus)The market price of our Ordinary Shares may be volatile or may declineregardless of our operating performance,and you may not be able to resellyour shares at or above the public offering price.(see page 36 of thisprosp
207、ectus)Recent Regulatory Developments in the PRCWe are aware that,recently,the PRC government initiated a series ofregulatory actions and statements to regulate business operations in certain areasin China with little advance notice,including cracking down on illegal activitiesin the securities marke
208、t,enhancing supervision over China-based companies listedoverseas using variable interest entity structure,adopting new measures to extendthe scope of cybersecurity reviews,and expanding the efforts in anti-monopolyenforcement.On July 6,2021,the General Office of the Communist Party of China Central
209、Committee and the General Office of the State Council jointly issued a document tocrack down on illegal activities in the securities market and promote the high-quality development of the capital markets,which,among other things,requires therelevant governmental authorities to strengthen cross-borde
210、r oversight of law-enforcement and judicial cooperation,to enhance supervision over China-basedcompanies listed overseas,and to establish and improve the system ofextraterritorial application of the PRC securities laws.On December 24,2021,theCSRC released the Draft Administrative Provisions and the
211、Draft Filing Measures,both of which had a comment period that expired on January 23,2022.The DraftAdministrative Provisions and Draft Filing Measures regulate the administrativesystem,record-filing management,and other related rules in respect of the director indirect overseas issuance of listed and
212、 traded securities by“domesticenterprises”.The Draft Administrative Provisions specify that the CSRC hasregulatory authority over the“overseas securities offering and listing bydomestic enterprises”,and requires“domestic enterprises”to complete filingprocedures with the CSRC if they wish to list ove
213、rseas.On February 17,2023,theCSRC released the Trial Measures and five supporting guidelines,which came intoeffect on March 31,2023.According to the Trial Measures,domestic companies thatseek to offer or list securities overseas,both directly and indirectly,shouldfulfill the filing procedures and re
214、port relevant information to the CSRC;anyfailure to comply with such filling procedures may result in administrativepenalties,such as an order to rectify,warnings,and fines.On April 2,2022,theCSRC published the Draft Archives Rules,for public comment.In the overseaslisting activities of domestic com
215、panies,domestic companies,as well as securitiescompanies and securities service institutions providing relevant securitiesservices thereof,should establish a sound system of confidentiality and archivalwork,shall not disclose state secrets,or harm the state and public interests.Under the Trial Measu
216、res and the Guidance Rules and Notice,Chinese domesticcompanies conducting overseas securities offering and listing activities,either indirect or indirect form,shall complete filing procedures with the CSRC pursuant tothe requirements of the Trial Measures within three working days following theirsu
217、bmission of initial public offerings or listing application.The companies thathave already been listed on overseas stock exchanges or have obtained the approvalfrom overseas supervision administrations or stock exchanges for its offering andlisting and will complete their overseas offering and listi
218、ng prior to September30,2023 are not required to make immediate filings for its listing yet need tomake filings for subsequent offerings in accordance with the Trial Measures.Companies that have already submitted an application for an initial public offeringto overseas supervision administrations pr
219、ior to the effective date of the TrialMeasures but have not yet obtained the approval from overseas supervisionadministrations or stock exchanges for the offering and listing,shall arrange forthe filing within a reasonable time period and shall complete the filing procedurebefore such companies over
220、seas issuance and listing.6Table of ContentsThe Management understands that as of the date of this prospectus,the Grouphas no operations in China and is not required to complete filing procedures withthe CSRC pursuant to the requirements of the Trial Measures.While the Group has nocurrent operations
221、 in China,should we have any future operations in China andshould we(i)fail to receive or maintain such permissions or approvals,(ii)inadvertently conclude that such permissions or approvals are not required,or(iii)applicable laws,regulations,or interpretations change and require us toobtain such pe
222、rmissions or approvals in the future,we may face sanctions by theCSRC,the CAC or other PRC regulatory agencies.While the Group has no currentoperations in China,should we have any future operations in China these regulatoryagencies may also impose fines and penalties on our operations in China,as we
223、ll aslimit our ability to pay dividends outside of China,limit our operations in China,delay or restrict the repatriation of the proceeds from this offering into China ortake other actions that could have a material adverse effect on our business aswell as the trading price of our Ordinary Shares.We
224、 may be required to restructureour operations to comply with such regulations or potentially cease operations inthe PRC entirely.The CSRC,the CAC or other PRC regulatory agencies also may takeactions requiring us,or making it advisable for us,to halt this offering beforesettlement and delivery of ou
225、r Ordinary Shares.In addition,if the CSRC,the CACor other regulatory PRC agencies later promulgate new rules requiring that weobtain their approvals for this offering,we may be unable to obtain a waiver ofsuch approval requirements,if and when procedures are established to obtain such awaiver.Any ac
226、tion taken by the PRC government could significantly limit orcompletely hinder our operations in the PRC and our ability to offer or continue tooffer securities to investors and could cause the value of such securities tosignificantly decline or be worthless.Furthermore,on July 10,2021,the CAC issue
227、d a revised draft of the Measuresfor Cybersecurity Review for public comment,which required that,among others,inaddition to“operator of critical information infrastructure”,any“dataprocessor”controlling personal information of no less than one million userswhich seeks to list in a foreign stock exch
228、ange should also be subject tocybersecurity review,and further listed the factors to be considered whenassessing the national security risks of the relevant activities.On December 28,2021,the CAC,the National Development and Reform Commission(“NDRC”),andseveral other administrations jointly issued t
229、he revised Measures for CybersecurityReview,or the“Revised Review Measures”,which became effective and replaced theexisting Measures for Cybersecurity Review on February 15,2022.According to theRevised Review Measures,if an“online platform operator”that is in possession ofpersonal data of more than
230、one million users intends to list in a foreign country,it must apply for a cybersecurity review.Based on a set of Q&A published on theofficial website of the State Cipher Code Administration in connection with theissuance of the Revised Review Measures,an online platform operator should applyfor a c
231、ybersecurity review prior to the submission of its listing application withnon-PRC securities regulators.Moreover,the CAC released the draft of theRegulations on Network Data Security Management in November 2021 for publicconsultation,which among other things,stipulates that a data processor listedo
232、verseas must conduct an annual data security review by itself or by engaging adata security service provider and submit the annual data security review reportfor a given year to the municipal cybersecurity department before January 31 of thefollowing year.Given the recency of the issuance of the Rev
233、ised Review Measuresand their pending effectiveness,there is a general lack of guidance andsubstantial uncertainties exist with respect to their interpretation andimplementation.It remains unclear whether a Hong Kong company that collects personalinformation from PRC individuals shall be subject to
234、the Revised Review Measures.We do not currently expect the Revised Review Measures to have an impact on ourbusiness,our operations or this offering as we do not believe that either IJL orITL would be deemed to be an“operator of critical information infrastructure”ora“data processor”controlling perso
235、nal information of no less than one millionusers,that would be required to file for cybersecurity review before listing inthe U.S.,because(i)IJL and ITL are organized and operating in HongKong and itremains unclear whether the Revised Review Measures shall be applicable toHong Kong companies;(ii)IJL
236、 and ITL operate without any subsidiary or VIEstructure in Mainland China;(iii)as of date of this prospectus,IJL and ITL havein aggregate collected and stored personal information of less than 100 PRCindividual clients,which is far less than one million users;and(iv)as of thedate of this prospectus,
237、IJL and ITL have not been informed by any PRC governmentalauthority of any requirement that they file for a cybersecurity review.However,there remains significant uncertainty in the interpretation and enforcement ofrelevant PRC cybersecurity laws and regulations.If the Revised Review Measures areado
238、pted into law in the future and if IJL or ITL are deemed to be an“operator ofcritical information infrastructure”or a“data processor”controlling personalinformation of no less than one million users,the operation of our subsidiariesand the listing of our Ordinary Shares in the U.S.could be subject t
239、o CACscybersecurity review.7Table of ContentsNevertheless,since these regulatory actions and statements are new,it ishighly uncertain how soon the legislative or administrative regulation makingbodies will respond or what existing or new laws or regulations or detailedimplementations and interpretat
240、ions will be modified or promulgated,if any.It isalso highly uncertain what the potential impact such modified or new laws andregulations will have on our daily business operations,our ability to acceptforeign investments and the listing of our Ordinary Shares on a U.S.or otherforeign exchange.See“R
241、isk Factors If the Chinese government chooses to exert moreoversight and control over offerings that are conducted overseas and/or foreigninvestment in China based issuers,such action may significantly limit orcompletely hinder our ability to offer or continue to offer Ordinary Shares toinvestors an
242、d cause the value of our Ordinary Shares to significantly decline or beworthless.”Permission Required From Hong Kong and Chinese AuthoritiesWe have been advised by Loeb&Loeb LLP,our U.S.and Hong Kong counsel,thatbased on their understanding of the current Hong Kong laws,as of the date of thisprospec
243、tus,the Company and its subsidiaries IJL and ITL are not required to obtainany permissions or approvals from Hong Kong authorities before listing in the U.S.and issuing our Ordinary Shares to foreign investors.No such permissions orapprovals have been applied for by the Company and its subsidiaries
244、or denied byany relevant authorities.As of the date of this prospectus,IGL does not requireany requisite permissions or approvals from the Hong Kong authorities to operatetheir businesses.Each of our Hong Kong subsidiaries have received all requisitepermissions or approvals from the Hong Kong author
245、ities to operate their businessesin Hong Kong,including but not limited to their business registrationcertificates.However,we have been advised by Loeb&Loeb LLP that uncertaintiesstill exist,due to the possibility that laws,regulations,or policies in HongKong could change rapidly in the future.Based
246、 on managements internal assessment that the Company and itssubsidiaries currently have no material operations in the PRC,managementunderstands that as of the date of this prospectus,the Company is not required toobtain any permissions or approvals from PRC authorities before listing in the U.S.and
247、to issue our Ordinary Shares to foreign investors,including the CyberspaceAdministration of China(the“CAC”)or the China Securities Regulatory Commission(the“CSRC”)because(i)the CSRC currently has not issued any definitive rule orinterpretation concerning whether offerings like ours under this prospe
248、ctus aresubject to this regulation;and(ii)the Company operates in Hong Kong and is notincluded in the categories of industries and companies whose foreign securitiesofferings are subject to review by the CSRC or the CAC.We also understand thatIGL,IJL and ITL are not required to obtain any permission
249、s or approvals from anyChinese authorities to operate their businesses as of the date of this prospectus.No permissions or approvals have been applied for by the Company or denied by anyrelevant authorities.However,uncertainties still exist,due to the possibilitythat laws,regulations,or policies in
250、the PRC could change rapidly in the future.In the event that(i)the PRC government expands the categories of industriesand companies whose foreign securities offerings are subject to review by the CSRCor the CAC and we are required to obtain such permissions or approvals,(ii)weinadvertently conclude
251、that relevant permissions or approvals were not required or(iii)we did not receive or maintain relevant permissions or approvals required,any action taken by the PRC government could significantly limit or completelyhinder our operations in Hong Kong and our ability to offer or continue to offersecu
252、rities to investors and could cause the value of our securities tosignificantly decline or be worthless.In the event that we become subject to PRC laws or to the jurisdiction ofChinese authorities,we may incur material costs to ensure compliance,be subjectto fines,experience devaluation of securitie
253、s or delisting,no longer conductofferings to foreign investors,or no longer be permitted to continue our currentbusiness operations.Recent PCAOB DevelopmentsOur auditor is required by the laws of the United States to undergo regularinspections by the PCAOB.The HFCAA provided that if our securities b
254、ecome listedon a national exchange or quoted on the over-the-counter market,trading in oursecurities may be prohibited under the HFCAA,and our securities may be subject todelisting if the PCAOB cannot inspect or completely investigate our auditor forthree consecutive years beginning 2021.On June 22,
255、2021,the U.S.Senate passedthe Accelerating Holding Foreign Companies Accountable Act and on December 29,2022,the Consolidated Appropriations Act was signed into law by President Biden,which contained,among other things,an identical provision to Accelerating HoldingForeign Companies Accountable Act a
256、nd amended the Holding Foreign CompaniesAccountable Act by requiring the SEC to prohibit an issuers securities fromtrading on any U.S.stock exchanges if its auditor is not subject to PCAOBinspections for two consecutive years instead of three,thus reducing the timebefore our Ordinary Shares may be p
257、rohibited from trading or delisted.On December16,2021,the PCAOB issued a report to notify the SEC its determinations that itwas unable to inspect or investigate completely registered public accounting firmsheadquartered8Table of Contentsin mainland China and Hong Kong,respectively,and identified the
258、 registered publicaccounting firms in mainland China and Hong Kong that were subject to suchdeterminations.Neither the previous auditor of the Company,Friedman LLP,nor thecurrent auditor of the Company,Marcum Asia CPAs LLP,was among the auditor firmslisted on the determination list issued by the PCA
259、OB,which noted all of theauditor firms that the PCAOB was not able to inspect.On August 26,2022,the CSRC,the Ministry of Finance of the PRC,and the PCAOB signed a Statement of Protocol,or the Protocol,governing inspections and investigations of audit firms based inChina and Hong Kong.The Protocol re
260、mains unpublished and is subject to furtherexplanation and implementation.Pursuant to the fact sheet with respect to theProtocol disclosed by the SEC,the PCAOB shall have independent discretion toselect any issuer audits for inspection or investigation and has the unfetteredability to transfer infor
261、mation to the SEC.On December 15,2022,the PCAOBdetermined that the PCAOB was able to secure complete access to inspect andinvestigate registered public accounting firms headquartered in mainland China andHong Kong and voted to vacate its previous determinations to the contrary.However,should PRC aut
262、horities obstruct or otherwise fail to facilitate the PCAOBs accessin the future,the PCAOB will consider the need to issue a new determination.Oursecurities may be delisted or prohibited from trading if the PCAOB determines thatit cannot inspect or investigate completely our auditor under the HFCAA.
263、See“Risks Related to Doing Business in Jurisdictions We OperateAlthoughthe audit report included in this prospectus is prepared by U.S.auditors who aresubject to inspections by the PCAOB,there is no guarantee that future auditreports will be prepared by auditors inspected by the PCAOB and,as such,in
264、 thefuture investors may be deprived of the benefits of such inspection.Furthermore,trading in our Ordinary Shares may be prohibited under the HFCAA if the SECsubsequently determines our audit work is performed by auditors that the PCAOB isunable to inspect or investigate completely,and as a result,
265、U.S.nationalsecurities exchanges,such as the Nasdaq,may determine to delist our securities.On June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign CompaniesAccountable Act and on December 29,2022,the Consolidated Appropriations Act wassigned into law by President Biden,which contained
266、,among other things,anidentical provision to Accelerating Holding Foreign Companies Accountable Act andamended the Holding Foreign Companies Accountable Act by requiring the SEC toprohibit an issuers securities from trading on any U.S.stock exchanges if itsauditor is not subject to PCAOB inspections
267、 for two consecutive years instead ofthree,thus reducing the time before our Ordinary Shares may be prohibited fromtrading or delisted.”Implications of Being an Emerging Growth Company and a Foreign PrivateIssuerAs a company with less than$1.235billion in revenue during our last fiscalyear,we qualif
268、y as an“emerging growth company”as defined in the Jumpstart OurBusiness Startups Act(the“JOBS Act”),enacted in April 2012,and may takeadvantage of reduced reporting requirements that are otherwise applicable to publiccompanies.These provisions include,but are not limited to:being permitted to presen
269、t only twoyears of audited financial statementsand only twoyears of related Managements Discussion and Analysis ofFinancial Condition and Results of Operations in our filings with the SEC;not being required to comply with the auditor attestation requirements inthe assessment of our internal control
270、over financial reporting;reduced disclosure obligations regarding executive compensation inperiodic reports,proxy statements and registration statements;andexemptions from the requirements of holding a nonbinding advisory vote onexecutive compensation and shareholder approval of any golden parachute
271、payments not previously approved.We may take advantage of these provisions until the lastday of our fiscalyear following the fifth anniversary of the date of the first sale of our OrdinaryShares pursuant to this offering.However,if certain events occur before the endof such five-year period,includin
272、g if we become a“large accelerated filer,”ourannual gross revenues exceed$1.235 billion or we issue more than$1.0billion ofnon-convertible debt in any three-year period,we will cease to be an emerginggrowth company before the end of such five-year period.In addition,Section107 of the JOBS Act provid
273、es that an“emerging growthcompany”can take advantage of the extended transition period provided inSection 7(a)(2)(B)of the Securities Act,for complying with new or revisedaccounting standards.We have elected to take advantage of the extended transitionperiod for complying with new or revised account
274、ing standards and acknowledge suchelection is irrevocable pursuant to Section107 of the JOBS Act.9Table of ContentsWe are a“foreign private issuer,”as defined by the SEC.As a result,inaccordance with the rules and regulations of The Nasdaq Stock Market LLC,orNasdaq,we may comply with home country go
275、vernance requirements and certainexemptions thereunder rather than complying with Nasdaq corporate governancestandards.We may choose to take advantage of the following exemptions afforded toforeign private issuers:Exemption from filing quarterly reports on Form10-Q or providing currentreports on For
276、m8-K disclosing significant events within four(4)daysof their occurrence.Exemption from Section 16 rules regarding sales of Ordinary Shares byinsiders,which will provide less data in this regard than shareholders ofU.S.companies that are subject to the ExchangeAct.Exemption from the Nasdaq rules app
277、licable to domestic issuers requiringdisclosure within four(4)business days of any determination to grant awaiver of the code of business conduct and ethics to directors andofficers.Although we will require board approval of any such waiver,wemay choose not to disclose the waiver in the manner set f
278、orth in theNasdaq rules,as permitted by the foreign private issuer exemption.Furthermore,Nasdaq Rule5615(a)(3)provides that a foreign private issuer,such as us,may rely on our home country corporate governance practices in lieu ofcertain of the rules in the Nasdaq Rule5600 Seriesand Rule5250(d),prov
279、idedthat we nevertheless comply with Nasdaqs Notification of Noncompliancerequirement(Rule5625),the Voting Rights requirement(Rule5640)and that wehave an audit committee that satisfies Rule5605(c)(3),consisting of committeemembers that meet the independence requirements of Rule5605(c)(2)(A)(ii).If w
280、erely on our home country corporate governance practices in lieu of certain of therules of Nasdaq,our shareholders may not have the same protections afforded toshareholders of companies that are subject to all of the corporate governancerequirements of Nasdaq.If we choose to do so,we may utilize the
281、se exemptions foras long as we continue to qualify as a foreign private issuer.Although we are permitted to follow certain corporate governance rules thatconform to BVI requirements in lieu of many of the Nasdaq corporate governancerules,we intend to comply with the Nasdaq corporate governance rules
282、 applicable toforeign private issuers.Corporate InformationOur principal executive office is located at Unit 2803,Level 28,AdmiraltyCentre,Tower 1,18 Harcourt Road,Admiralty,Hong Kong.Our telephone number is(+852)3618 8460.Our registered office in the BVI is located at the office ofVistra Corporate
283、Services Centre,Wickhams Cay II,Road Town,Tortola,VG1110,British Virgin Islands.Our agent for service of process in the UnitedStates is Cogency Global Inc.,located at 122 East 42nd Street,18thFloor NewYork,NY10168.Our website islocated at http:/.Information contained on,or that can beaccessed throug
284、h,our website is not a part of,and shall not be incorporated byreference into,this prospectus.Impact of COVID-19Since late December 2019,the outbreak of a novel strain of coronavirus,laternamed COVID-19,spread rapidly throughout China and later to the rest of the world.On January 30,2020,the Interna
285、tional Health Regulations Emergency Committee ofthe World Health Organization declared the outbreak a“Public Health Emergency ofInternational Concern(PHEIC),”and later on March 11,2020 a global pandemic.TheCOVID-19 outbreak has led governments across the globe to impose a series ofmeasures intended
286、to contain its spread,including border closures,travel bans,quarantine measures,social distancing,and restrictions on business operations andlarge gatherings.From 2020 to the middle of 2021,COVID-19 vaccination program hadbeen greatly promoted around the globe,however several types of COVID-19 varia
287、ntsemerged in different parts of the world.For example,a wave of infections causedby the Omicron variant emerged in Shanghai in early 2022,and a series ofrestrictions and quarantines were implemented to contain the spread.China began tomodify its zero-COVID policy at the end of 2022,and most of the
288、travelrestrictions and quarantine requirements were lifted in December 2022.There weresurges of cases in many cities during that time,and there remains uncertainty asto the future impact of the virus,especially in light of Chinas recent change inpolicy.We cannot assure you that more lockdowns and ot
289、her restrictive measureswill not be implemented in the future.Some other countries,including the U.S.,also introduced various restrictions in response to the COVID-19 pandemic.10Table of ContentsThis outbreak of COVID-19 has caused companies such as ours,as well as ourbusiness partners,to implement
290、temporary adjustments to work schedules and travelplans,mandating employees to work from home and collaborate remotely.As a result,we may have experienced lower efficiency and productivity,internally andexternally,which may adversely affect our service quality.Moreover,our businessdepends on our emp
291、loyees.If any of our employees has contracted or is suspected ofhaving contracted COVID-19,these employees will be required to be quarantined andthey could pass it to other of our employees,potentially resulting in severedisruption to our business.Furthermore,our results of operations have been affe
292、cted by the COVID-19pandemic.Due to the instability of global financial markets and other economic andfinancial challenges brought about by COVID-19,our businesses and clients havebeen adversely affected by travel restrictions preventing PRC residents fromtravelling to Hong Kong.More broadly,the COV
293、ID-19 pandemic threatens globaleconomies and has caused significant market volatility and declines in generaleconomic activities.This may have severely dampened the confidence in globalmarkets and potential clients.Any future impact on our results of operations will depend on,to a largeextent,future
294、 developments and new information on the ongoing COVID-19 pandemic aswell as other possible health epidemics and outbreaks and the actions taken bygovernment authorities and other entities to contain the spread or treat itsimpact,almost all of which are beyond our control.Given the general slowdown
295、ineconomic conditions globally,volatility in the capital markets as well as thegeneral negative impact of the COVID-19 pandemic on the Financial PR markets,wecannot assure you that we will be able to maintain the growth rate we haveexperienced or projected.We will continue to closely monitor the sit
296、uationthroughout 2023 and beyond.11Table of ContentsThe Offering(1)Securities being offered:3,400,000Ordinary Shares.Securities being offered by theSelling Shareholder 1,600,000 Ordinary Shares.Initial public offering price:We estimate the initial public offering price willbe between$4.00 and$5.00 p
297、er Ordinary Share.Number of Ordinary Sharesoutstanding before thisoffering:11,250,000Ordinary Shares.Number of Ordinary Sharesoutstanding after thisoffering:14,650,000 Ordinary Shares assuming no exercise oftheir over-allotment option by the underwriters.Over-allotment option:We have granted the und
298、erwriter the right topurchase up to 510,0001 additional Ordinary Sharesfrom us at the public offering price less theunderwriting discount within 45days from the dateof the closing of the offering to cover over-allotments.Use of proceeds:Based upon an initial public offering price of$4.50 per Share(t
299、he midpoint of the price rangeset forth on the cover page of this prospectus),weestimate that we will receive net proceeds fromthis offering,after deducting the estimatedunderwriting discounts,non-accountable expenseallowance and the estimated offering expensespayable by us,of approximately$13,660,3
300、71 if theunderwriters do not exercise their over-allotmentoption,and approximately$15,829,146 if theunderwriters exercise their over-allotment optionin full,after deducting the underwritingdiscounts,non-accountable expense allowance andestimated offering expenses payable by us.We plan to use the net
301、 proceeds of this offering asfollows:Approximately 40%for growing our Financial PRbusiness;Approximately 30%for updating our IT systems;andThe balance to fund working capital and forother general corporate purposes.We will not receive any of the proceeds from thesale of Ordinary Shares by the Sellin
302、g Shareholder.For more information on the use of proceeds,see“Use of Proceeds”on page 39.Lock-up:We,all of our directors,officers and principalshareholders(defined as owners of 5%or more ofour Ordinary Shares),except for the SellingShareholder with respect to her ordinary sharessold in this offering
303、 only,have agreed with theunderwriters,subject to certain exceptions,not tooffer,pledge,announce the intention to sell,sell,contract to sell,sell any option or contractto purchase,purchase any option or contract tosell,grant any option,right or warrant topurchase or otherwise dispose of,directly ori
304、ndirectly,or enter into any swap or otheragreement that transfers,in whole or in part,anyof the economic consequences of ownership of ourOrdinary Shares,or securities convertible into orexercisable or exchangeable for Ordinary Shares fora period of 180 days from the date of thisprospectus.All of our
305、 shareholders who hold lessthan 5%of our Ordinary Shares,have also agreedwith the underwriters,subject to_(1)Estimate only.To be finalized at pricing.12Table of Contents certain exceptions,not to offer,pledge,announcethe intention to sell,sell,contract to sell,sellany option or contract to purchase,
306、purchase anyoption or contract to sell,grant any option,rightor warrant to purchase or otherwise dispose of,directly or indirectly,or enter into any swap orother agreement that transfers,in whole or inpart,any of the economic consequences of ownershipof our Ordinary Shares for a period of 30 days fr
307、omthe date of this prospectus.See“Shares Eligiblefor Future Sale”and“Underwriting”for moreinformation.Proposed Nasdaq symbol:We intend to apply to have our Ordinary Shareslisted on the Nasdaq Capital Market under thesymbol“INTJ”.Risk factors:Investing in our Ordinary Shares is highlyspeculative and
308、involves a high degree ofrisk.As an investor you should be able to bear acomplete loss of your investment.You shouldcarefully consider the information set forth in the“Risk Factors”section beginning on page 15.13Table of ContentsUnless otherwise indicated,all information contained in this prospectus
309、assumes no exercise of the underwriters over-allotment option and is based on11,250,000 Ordinary Shares outstanding as of the date of this prospectus.Summary Consolidated Financial DataThe following selected consolidated statements of income for theyears endedNovember30,2022 and 2021 and selected co
310、nsolidated balance sheets data as ofNovember 30,2022 and 2021 have been derived from our consolidated financialstatements included elsewhere in this prospectus.Our consolidated financial statements are prepared and presented in accordancewith U.S.GAAP.Our historical results are not necessarily indic
311、ative of theresults that may be expected in the future.The following summary consolidatedfinancial data should be read in conjunction with“Managements Discussion andAnalysis of Financial Condition and Results of Operations,”“Exchange RateInformation”and our consolidated financial statements included
312、 elsewhere in thisprospectus.The following table presents our summary consolidated statements of income forthe years ended November30,2022 and 2021:For theyears endedNovember30,2021 2022 2022 HK$HK$US$REVENUE 22,544,000 14,331,576 1,836,204 OPERATING EXPENSES:Direct cost of revenues 1,795,832 2,492,
313、304 319,322Selling expenses 1,556,607 957,546 122,684General and administrative expenses 5,707,936 7,073,360 906,260Total operating expenses 9,060,375 10,523,210 1,348,266 INCOME FROM OPERATIONS 13,483,625 3,808,366 487,938 OTHER INCOME(EXPENSE)Financial expense(8,158)(97,167)(12,449)Other income,ne
314、t 120,329 280,241 35,905Total other income,net 112,171 183,074 23,456 INCOME BEFORE INCOME TAXES 13,595,796 3,991,440 511,394INCOME TAX EXPENSES 1,916,689 512,429 65,654 NET INCOME 11,679,107 3,479,011 445,740The following table presents our summary consolidated balance sheets data as ofNovember 30,
315、2022 and 2021.As of November 30,2021 2022 2022 HK$HK$US$Total current assets 30,567,947 18,399,967 2,357,459Total non-current assets 1,341,075 2,633,702 337,437Total assets 31,909,022 21,033,669 2,694,896Total current liabilities 3,650,044 5,006,133 641,401Total non-current liabilities 3,663,627 2,9
316、53,174 378,369Total liabilities 7,313,671 7,959,307 1,019,770Total shareholders equity 24,595,351 13,074,362 1,675,12614Table of ContentsRISK FACTORSAn investment in our Ordinary Shares involves a high degree of risk.You shouldcarefully consider the following information about these risks,together w
317、ith theother information appearing elsewhere in this prospectus,before deciding to investin our Ordinary Shares.The occurrence of any of the following risks could have amaterial adverse effect on our business,financial condition,results of operationsand future growth prospects.In these circumstances
318、,the market price of our OrdinaryShares could decline,and you may lose all or part of your investment.Risks Related to Doing Business in Jurisdictions We OperateAll our operations are in Hong Kong.However,due to the long armprovisions under the current PRC laws and regulations,the Chinesegovernment
319、may exercise significant oversight and discretion over theconduct of our business and may intervene in or influence our operations atany time,which could result in a material change in our operations and/orthe value of our Ordinary Shares.Changes in the policies,regulations,rules,and the enforcement
320、 of laws of the Chinese government may also beimplemented quickly with little advance notice.Therefore,our assertionsand beliefs of the risk imposed by the PRC legal and regulatory systemcannot be certain.IGL is a holding company registered and incorporated in the British VirginIslands,and we conduc
321、t our operations through our operating subsidiaries in HongKong,IJL and ITL.Our operations are located in Hong Kong and some of our clientsare PRC companies.As at the date of this prospectus,we are not affected by recentstatements by the Chinese government indicating an intention to exert more overs
322、ightand control over offerings that are conducted overseas and/or foreign investment inChina-based issuers.However,due to certain long arm provisions in the current PRClaws and regulations,there remains regulatory uncertainty with respect to theimplementation and interpretation of laws in China as t
323、hey may affect Hong Kong.ThePRC government may choose to exercise additional oversight and discretion over HongKong,and the policies,regulations,rules,and the enforcement of laws of theChinese government to which we are subject may change rapidly and with little advancenotice to us or our shareholde
324、rs.As a result,the application,interpretation,andenforcement of new and existing laws and regulations in the PRC and our assertionsand beliefs of the risks imposed by the PRC legal and regulatory system are by theirvery nature uncertain.In addition,these PRC laws and regulations may be interpretedan
325、d applied inconsistently by different agencies or authorities,which may result ininconsistency with our current policies and practices.New laws,regulations,andother government directives in the PRC may also be costly to comply with,and suchcompliance or any associated inquiries or investigations or
326、any other governmentactions may:delay or impede our development;increase our operating costs;require significant management time and attention;result in negative publicity;andsubject us to remedies,administrative penalties and even criminalliabilities that may harm our business,including fines asses
327、sed for ourcurrent or historical operations,or demands or orders that we modify oreven cease our business practices.We are aware that recently,the PRC government initiated a series of regulatoryactions and statements to regulate business operations in certain areas in China withlittle advance notice
328、,including cracking down on illegal activities in thesecurities markets,enhancing supervision over China-based companies listed overseasusing a VIE structure(which we do not use and which we have no current intention touse),adopting new measures to extend the scope of cybersecurity reviews,andexpand
329、ing the efforts in anti-monopoly enforcement.Since these statements andregulatory actions are new,it is highly uncertain how soon the PRC legislative oradministrative regulation making bodies will respond or what existing or new laws orregulations or detailed implementations and interpretations will
330、 be modified orpromulgated,if any,or what the potential impact that any such modified or new lawsand regulations would have on our daily business operations,the ability to acceptforeign investments and list on an U.S.or other foreign exchange.The Chinese government may intervene in or influence our
331、operations at any timeand may exert more control over offerings conducted overseas and foreign investmentin China-based issuers,which may result in a material change in our operationsand/or the value of our Ordinary Shares.Any legal or regulatory changes thatrestrict or otherwise15Table of Contentsu
332、nfavorably impact our ability to conduct our business could decrease demand for ourservices,reduce revenues,increase costs,require us to obtain more licenses,permits,approvals or certificates,or subject us to additional liabilities.To theextent any new or more stringent measures are implemented,our
333、business,financialcondition and results of operations could be adversely affected,and the value of ourOrdinary Shares could decrease or become worthless.If the Chinese government chooses to exert more oversight and control overofferings that are conducted overseas and/or foreign investment in Chinabased issuers,such action may significantly limit or completely hinder ourability to offer or continu