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1、F-1 1 ff12023_neoconcept.htm REGISTRATION STATEMENTAs filed withtheU.S.SecuritiesandExchangeCommissiononNovember 1,2023.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FormF-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_Neo-Concept International Group
2、 Holdings Limited(Exact name of Registrant as specified in its charter)_Not Applicable(Translation of Registrants name into English)_Cayman Islands 2300 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerId
3、entification Number)10/F,Seaview CentreNo.139-141 Hoi Bun RoadKwun TongKowloon,HongKong(852)2798-8639(Address,including zip code,and telephone number,including area code,of Registrants principalexecutive offices)_Cogency Global Inc.122 East 42nd Street,18th FloorNewYork,NY10168(212)947-7200(Name,add
4、ress,including zip code,and telephone number,including area code,of agent for service)_Copies to:Henry Schlueter,Esq.Schlueter&Associates,P.C.5655 South Yosemite Street,Suite 350Greenwood Village,CO 80111Tel:+1(303)292-3883 Ying Li,Esq.Guillaume de Sampigny,Esq.Hunter Taubman Fischer&Li LLC950 Third
5、 Avenue,19th FloorNew York,NY 10022Tel:+1(212)530-2210_Approximate date of commencement of proposed sale to public:As soon as practicableafter effectiveness of this registration statement.If any of the securities being registered on this form are to be offered on a delayed orcontinuous basis pursuan
6、t 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 number of the earlier effecti
7、ve 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 for the same offering.If thi
8、s 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.Indicatebycheckmarkwhethertheregistrantisanemerginggrowthco
9、mpanyasdefinedinRule405oftheSecuritiesActofIf 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 for complying with any new or revised financial accounting standard
10、s 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 April5,2012.The Registrant hereby amends this registration stateme
11、nt 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 Section 8(a)of the SecuritiesActof1933,as amended,or until the reg
12、istration statement shall become effectiveon such date as the Commission,acting pursuant to such Section8(a),may determine.Table of ContentsEXPLANATORY NOTEThis Registration Statement contains two prospectuses,as set forth below.Public Offering Prospectus.A prospectus to be used for the publicofferi
13、ng by the Registrant of up to 2,000,000 ordinary shares of theRegistrant(the“Public Offering Prospectus”)through the underwriternamed on the cover page of the Public Offering Prospectus.Resale Prospectus.A prospectus to be used for the resale byselling shareholder of up to 2,000,000Ordinary Shares o
14、f the Registrant(the“Resale Prospectus”).The Company will not receive any proceeds fromthe sale of shares by the selling shareholder.The Resale Prospectus is substantively identical to the Public OfferingProspectus,except for the following principal points:they contain different outside and inside f
15、ront covers;they contain different Offering sections in the Prospectus Summary sectionbeginning on pageAlt-1;they contain different Use of Proceeds sections on pageAlt-2;the Capitalization and Dilution sections on page49,page50 of the PublicOffering Prospectus are deleted from the Resale Prospectus
16、respectively;a Selling Shareholder section is included in the Resale Prospectus beginningon pageAlt-3;references in the Public Offering Prospectus to the Resale Prospectus willbe deleted from the Resale Prospectus;the Underwriting section from the Public Offering Prospectus on page127 isdeleted from
17、 the Resale Prospectus and a Plan of Distribution is inserted inits place;the Legal Matters section in the Resale Prospectus on pageAlt-6 deletesthe reference to counsel for the Underwriter;andthe outside back cover of the Public Offering Prospectus is deleted from theResale Prospectus.The Registran
18、t has included in this Registration Statement a set of alternatepages after the back cover page of the Public Offering Prospectus(the“AlternatePages”)to reflect the foregoing differences in the Resale Prospectus as compared tothe Public Offering Prospectus.The Public Offering Prospectus will exclude
19、 theAlternate Pages and will be used for the public offering by the Registrant.TheResale Prospectus will be substantively identical to the Public Offering Prospectusexcept for the addition or substitution of the Alternate Pages and will be used forthe resale offering by the Pre-IPO Investors of the
20、balance of their Ordinary Sharesthat are not being sold pursuant to the Public Offering Prospectus.Table of ContentsThe information in this prospectus is not complete and may be changed.We may notsell these securities until the registration statement filed with the U.S.Securitiesand Exchange Commiss
21、ion is effective.This prospectus is not an offer to sell thesesecurities and it is not soliciting an offer to buy these securities in anyjurisdiction where the offer or sale is not permitted.PRELIMINARY PROSPECTUS SUBJECTTOCOMPLETION,DATED,2023Neo-Concept International Group Holdings Limited2,000,00
22、0 Ordinary SharesWe are offering 2,000,000 ordinary shares par value US$0.0000625 per share(“OrdinaryShares”)of Neo-Concept International Group Holdings Limited(“NCI,”“Company,”“we,”“our”or“us”).This is the initial public offering of our Ordinary Shares.We anticipate the initialpublic offering price
23、 to be between US$4.00 and US$5.00.Prior to this offering,there has been no public market for our Ordinary Shares.We haveapplied to list our Ordinary Shares on the Nasdaq Capital Market under the symbol“NCI.”Thisoffering is contingent upon us listing our Ordinary Shares on the Nasdaq Capital Market
24、or anothernational exchange.There can be no assurance that such application will be approved,and if ourapplication is not approved,this offering will be terminated.Investors are cautioned that they are buying shares of NCI,a Cayman Islandsholding company and not its operating subsidiaries through wh
25、ich it conducts itsoperations in Hong Kong and the UK.NCI is a holding company incorporated in the Cayman Islands with no material operations of itsown.NCI conducts its operations in HongKong through its operating subsidiary Neo-Concept HK whichalso conducts certain operations in the UK through its
26、subsidiary Neo-Concept UK.References to the“Company”,“we”,“us”,and“our”in the prospectus are to NCI,the Cayman Islands entitythat will issue the Ordinary Shares being offered.References to“Neo-Concept HK”and“Neo-Concept UK”are to the entities operating the business.References to“Operating Subsidiari
27、es”refers to Neo-Concept HK and Neo-Concept UK.This is an offering of the Ordinary Shares of NCI,theholding company in the Cayman Islands,instead of shares of the Operating Subsidiaries.Investors inthis offering will not directly hold any equity interests in the Operating Subsidiaries.Investing in o
28、ur Ordinary Shares involves a high degree of risk,including therisk of losing your entire investment.See“Risk Factors”beginning on page 14 toread about factors you should consider before buying our Ordinary Shares.While neither NCI nor our Operating Subsidiaries conduct any business in Mainland Chin
29、a,ouroperations are primarily located in HongKong,a Special Administrative Region of the PeopleRepublic of China(the Peoples Republic of China and Hong Kong are collectively referred to hereinas“China”or the“PRC”),and therefore we may be subject to unique risks due to uncertainty ofthe interpretatio
30、n and the application of the PRC laws and regulations.As of the date of thisprospectus,we are not subject to the Chinese governments direct influence or discretion over themanner in which we conduct our business activities outside of the PRC.In addition,we do not expectto be materially affected by r
31、ecent statements by the Chinese government indicating an intent toexert more oversight and control over offerings that are conducted overseas and/or foreigninvestment in China-based issuers,including,but not limited to the cybersecurity review andregulatory review of overseas listing of our Ordinary
32、 Shares through an offshore holding company.However,due to long arm provisions under the current PRC laws and regulations,there remainsregulatory uncertainty with respect to the implementation and interpretation of laws in China.Weare also subject to the risks of uncertainty about any future actions
33、 of the Chinese government orauthorities in HongKong in this regard.Should the Chinese government choose to exercise significant oversight and discretion over theconduct of our business,they may intervene in or influence our operations.Such governmentalactions:could result in a material change in ou
34、r operations and/or the value of our OrdinaryShares;could significantly limit or completely hinder our ability to continue our operations;could significantly limit or completely hinder our ability to offer or continue to offerour Ordinary Shares to investors;andmay cause the value of our Ordinary Sh
35、ares to significantly decline or be worthless.We are aware that recently,the PRC government has initiated a series of regulatory actionsand new policies to regulate business operations in certain areas in China with little advancenotice,including cracking down on illegal activities in the securities
36、 market,enhancingsupervision over China-based companies listed overseas using a variable interest entity(“VIE”)structure,adopting new measures to extend the scope of cybersecurity reviews,and expanding theefforts in anti-monopoly enforcement.Since these statements and regulatory actions are new,it i
37、shighly uncertain how soon the legislative or administrative regulation making bodies will respondand what existing or new laws or regulations or detailed implementations and interpretations will bemodified or promulgated,if any.It is also highly uncertain what the potential impact such modifiedor n
38、ew laws and regulations will have on Neo-Concept HKs daily business operation,its ability toaccept foreign investments and the listing of our Ordinary Shares on a U.S.or other foreignexchanges.These actions could result in a material change in our operations and/could significantlylimit or completel
39、y hinder our ability to complete this Offering or cause the value of our OrdinaryShares to significantly decline or become worthless.On February17,2023,the China Securities Regulatory Commission(the“CSRC”)released theTrial Administrative Measures of Overseas Securities Offering and Listing by Domest
40、ic Companies,orthe Trial Measures,which came into effect on March31,2023.On the same date of the issuance ofthe Trial Measures,the CSRC circulated No.1 to No.5 Supporting Guidance Rules,the Notes on theTrial Measures,the Notice on Administration Arrangements for the Filing of Overseas Listings byDom
41、estic Enterprises and the relevant CSRC Answers to Reporter Questions on the official website ofthe CSRC,or collectively,the Guidance Rules and Notice.The Trial Measures,together with theGuidance Rules and Notice,reiterate the basic supervision principles as reflected in the DraftOverseas Listing Re
42、gulations by providing substantially the same requirements for filings ofoverseas offering and listing by domestic companies,yet made the following updates compared to theDraft Overseas Listing Regulations:(a)further clarification of the circumstances prohibitingoverseas issuance and listing;(b)furt
43、her clarification of the standard of indirect overseaslisting under the principle of substance over form,and(c)adding more details of filingprocedures and requirements by setting different filing requirements for different types of overseasoffering and listing.Pursuant to the Trial Measures,the Guid
44、ance Rules and Notice,domesticcompanies that seek to offer or list securities overseas,both directly and indirectly,shouldfulfill the filing procedure and report relevant information to the CSRC within three workingdaysfollowing its submission of initial public offerings or listing application.The C
45、ompany understandsthat as of the date of this prospectus,the Group has no operations in China and is not required tocomplete filing procedures with the CSRC pursuant to the requirements of the Trial Measures.Whilethe Group has no current operations in China,should we have any future operations in Ch
46、ina andshould we(i)fail to receive or maintain such permissions or approvals,(ii)inadvertently concludethat such permissions or approvals are not required,or(iii)applicable laws,regulations,orinterpretations change and require us to obtain such permissions or approvals in the future,we mayface sanct
47、ions by the CSRC,the Cyberspace Administration of China(the“CAC”)or other PRCregulatory agencies.These regulatory agencies may also impose fines and penalties on our operationsin China,as well as limit Table of Contentsour ability to pay dividends outside of China,limit our operations in China,delay
48、 or restrict therepatriation of the proceeds from this offering into China or take other actions that could have amaterial adverse effect on our business as well as the trading price of our Ordinary Shares.We maybe required to restructure our operations to comply with such regulations or potentially
49、 ceaseoperations in the 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 before settlement anddelivery of our Ordinary Shares.In addition,if the CSRC,the CAC or other regulatory PRC agencieslater prom
50、ulgate new rules requiring that we obtain their approvals for this offering,we may beunable to obtain a waiver of such approval requirements,if and when procedures are established toobtain such a waiver.Any action taken by the PRC government could significantly limit or completelyhinder our operatio
51、ns in the PRC and our ability to offer or continue to offer securities toinvestors and could cause the value of such securities to significantly decline or be worthless.On December 28,2021,the CAC jointly with the relevant authorities formally publishedMeasures for Cybersecurity Review(2021)which to
52、ok effect on February 15,2022 and replaced theformer Measures for Cybersecurity Review(2020)issued on April 13,2020.Measures forCybersecurity Review(2021)stipulates that operators of critical information infrastructurepurchasing network products and services,and online platform operators carrying ou
53、t data processingactivities that affect or may affect national security,shall conduct a cybersecurity review,andany online platform operator who controls more than one million users personal information must gothrough a cybersecurity review by the cybersecurity review office if it seeks to be listed
54、 in aforeign country.Based on managements internal assessment that the Company and its subsidiaries currentlyhave no material operations in the PRC,management understands that as of the date of thisprospectus,the Company is not required to obtain any permissions or approvals from PRC authoritiesbefo
55、re 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 issued any definitive rule or interpretationconcerning whether offerings like ours under this prospectus are subject to this regulation;and(ii)the Company ope
56、rates in Hong Kong and is not included in the categories of industries andcompanies whose foreign securities offerings are subject to review by the CSRC or the CAC.We alsounderstand that NCA,Neo-Concept HK and Neo-Concept UK are not required to obtain any permissions orapprovals from any Chinese aut
57、horities to operate their businesses as of the date of thisprospectus.No permissions or approvals have been applied for by the Company or denied by anyrelevant authority.However,uncertainties still exist,due to the possibility that laws,regulations,or policies in the PRC could change rapidly in the
58、future.In the event that(i)thePRC government expands the categories of industries and companies whose foreign securities offeringsare subject to review by the CSRC or the CAC and we are required to obtain such permissions orapprovals;or(ii)we inadvertently concluded that relevant permissions or appr
59、ovals were notrequired or that we did not receive or maintain relevant permissions or approvals required,anyaction taken by the PRC government could significantly limit or completely hinder our operations inHongKong and our ability to offer or continue to offer our Ordinary Shares to investors and c
60、ouldcause the value of such securities to significantly decline or become worthless.Furthermore,as more stringent criteria,including the Holding Foreign Companies AccountableAct(the“HFCAA”)have recently been imposed by the SEC and the Public Company AccountingOversight Board(the“PCAOB”),our Ordinary
61、 Shares may be prohibited from trading if our auditorcannot be fully inspected.On December 23,2022,the Accelerating Holding Foreign CompaniesAccountable Act(the“AHFCAA”)was enacted,which amended the HFCAA by requiring the SEC toprohibit an issuers securities from trading on any U.S.stock exchanges i
62、f its auditor is notsubject to PCAOB inspections for two consecutive years instead of three consecutive years.On December 16,2021,the PCAOB issued a report on its determination that the PCAOB is unableto inspect or investigate completely PCAOB-registered public accounting firms headquartered in theP
63、RC,because of positions taken by PRC authorities in those jurisdictions(the“Determination”).The Board made these determinations pursuant to PCAOB Rule 6100,which provides a framework for howthe PCAOB fulfills its responsibilities under the HFCAA.On August 26,2022,the China Securities Regulatory Comm
64、ission(the“CSRC”),the Ministry ofFinance of the PRC(the“MOF”),and the PCAOB signed a Statement of Protocol(the“Protocol”)toallow the PCAOB to inspect and investigate completely registered public accounting firmsheadquartered in mainland China and Hong Kong,consistent with the HFCAA and the PCAOB wil
65、l berequired to reassess its determinations by the end of 2022.Pursuant to the fact sheet with respectto the Protocol disclosed by the SEC,the PCAOB shall have independent discretion to select anyissuer audits for inspection or investigation and has the unfettered ability to transfer informationto t
66、he SEC.On December 15,2022,the PCAOB Board determined that the PCAOB was able to secure completeaccess to inspect and investigate registered public accounting firms headquartered in mainland Chinaand Hong Kong and voted to vacate its previous determinations to the contrary.However,should PRCauthorit
67、ies obstruct or otherwise fail to facilitate the PCAOBs access in the future,the PCAOBBoard will consider the need to issue a new determination.Notwithstanding the foregoing,in theevent it is later determined that the PCAOB is unable to inspect or investigate completely ourauditor,then such lack of
68、inspection could cause our securities to be delisted from the stockexchange.Our auditor,WWC,P.C.,the independent registered public accounting firm that issues theaudit report included in this prospectus,as an auditor of companies that are traded publicly in theUnited States and a firm registered wit
69、h the PCAOB,is subject to laws in the United Statespursuant to which the PCAOB conducts regular inspections to assess WWCs compliance with applicableprofessional standards.WWC,P.C.is headquartered in San Mateo,California and has been inspectedby the PCAOB on a regular basis,with the last inspection
70、in November 2021.On August 26,2022,CSRC,the Ministry of Finance of the PRC(the“MOF”),and the PCAOBsigned a Statement of Protocol(the“Protocol”),governing inspections and investigations of auditfirms based in China and Hong Kong.The Protocol remains unpublished and is subject to furtherexplanation an
71、d implementation.Pursuant to the fact sheet with respect to the Protocol disclosed bythe SEC,the PCAOB shall have independent discretion to select any issuer audits for inspection orinvestigation and has the unfettered ability to transfer information to the SEC.On December 15,2022,the PCAOB Board de
72、termined that the PCAOB was able to secure completeaccess to inspect and investigate registered public accounting firms headquartered in mainland Chinaand Hong Kong and voted to vacate its previous determinations to the contrary.However,should PRCauthorities obstruct or otherwise fail to facilitate
73、the PCAOBs access in the future,the PCAOBBoard will consider the need to issue a new determination.On December 23,2022,the AcceleratingHolding Foreign Companies Accountable Act,or the Accelerating HFCA Act,was signed into law,whichamended the HFCA Act by requiring the SEC to prohibit an issuers secu
74、rities from trading on anyU.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive yearsinstead of three.On December 29,2022,legislation titled“Consolidated Appropriations Act,2023”(the“Consolidated Appropriations Act”),was signed into law by President Biden.The Con
75、solidatedAppropriations Act contained,among other things,an identical provision to Accelerating HFCA Act,which reduces the number of consecutive non-inspection years required for triggering theprohibitions under the HFCA Act from three years to two.See“RiskFactors Risks Relating toDoing Business in
76、Jurisdictions in which the Operating Subsidiaries Operate Although the auditreport included in this prospectus is prepared by U.S.auditors who are currently inspected by thePCAOB,there is no guarantee that future audit reports will be prepared by auditors inspected by thePCAOB and,as such,in the fut
77、ure,investors may be deprived of the benefits of such inspection.Furthermore,trading in our securities may be prohibited under the HFCAA if the SEC subsequentlydetermines our audit work is performed by auditors that the PCAOB is unable to inspect orinvestigate completely,and as a result,U.S.national
78、 securities exchanges,such as the Nasdaq,maydetermine to delist our securities.Furthermore,on December 23,2022 the Accelerating HoldingForeign Companies Accountable Act was enacted which amended the HFCAA by requiring the SEC toprohibit an issuers securities from trading on any U.S.stock exchanges i
79、f its auditor is notsubject to Table of ContentsPCAOB inspections for two consecutive years instead of three,thus,reducing the time before thesecurities may be prohibited from trading or delisted.”on page21.We cannot assure you whetherNasdaq or other regulatory authorities will apply additional or m
80、ore stringent criteria to us.Suchuncertainty could cause the market price of our Ordinary Shares to be materially and adverselyaffected.As a holding company,NCI may rely on dividends and other distributions on equity paid by itssubsidiaries for its cash and financing requirements.NCI is permitted un
81、der the laws of the CaymanIslands and its memorandum and articles of association(as amended from time to time)to providefunding to its subsidiaries incorporated in Hong Kong and the UK through loans or capitalcontributions.NCIs subsidiaries are permitted under the respective laws of Hong Kong and th
82、e UKto provide funding to NCI through dividend distributions:without restrictions on the amount of thefunds,subject to,in the case of the UK subsidiary,that subsidiary having sufficient profitsavailable for distribution to justify such dividend distribution and such dividend distributionbeing paid a
83、nd,if applicable,declared in accordance with its constitution.If any of NCIssubsidiaries incurs debt on its own behalf in the future,the instruments governing such debt mayrestrict their ability to pay dividends to NCI.As of the date of this prospectus,our subsidiarieshave not experienced any diffic
84、ulties or limitations on their ability to transfer cash between eachother;nor do they maintain cash management policies or procedures dictating the amount of suchfunding or how funds are transferred.There can be no assurance that the PRC government will notintervene or impose restrictions to prevent
85、 the cash maintained in Hong Kong from being transferredout or restrict the deployment of the cash into our business or for the payment of dividends.InDecember 2021,Neo-Concept HK disposed of Neo-Concept(NY)Corporation to Neo-Concept(BVI)Limitedvia distribution,which involved a distribution of cash
86、of HK$266,559(US$34,176)and distributionof non-cash assets and liabilities having a net carrying value of HK$2,248,550(US$288,290).Duringthe six months ended June 30,2023 and the years ended December 31,2022 and 2021,save for thedistribution in cash and in specie in December 2021,NCI did not declare
87、 or pay any other dividendsand there were no transfer of assets among NCI and its subsidiaries.We do not have any currentintentions to distribute further earnings.If we determine to pay dividends on any of our OrdinaryShares in the future,as a holding company,we will be dependent on receipt of funds
88、 from ourOperating Subsidiaries Neo-Concept HK and Neo-Concept UK by way of dividend payments.See“DividendPolicy”and“Consolidated Statements of Equity”in the Report of Independent Registered PublicAccounting Firm for further details.We are an“emerging growth company”as defined under the federal secu
89、ritieslaws and,as such,will be subject to reduced public company reporting requirements.See“Prospectus SummaryImplications of Being an Emerging Growth Company and aForeign Private Issuer”for additional information.Upon the completion of this offering,the outstanding shares of NCI will consist of 20,
90、000,000Ordinary Shares,assuming the underwriter does not exercise its over-allotment option to purchaseadditional Ordinary Shares,or 20,300,000 Ordinary Shares,assuming the over-allotment option isexercised in full.NCI will be a“controlled company”as defined under the Nasdaq Stock MarketRules becaus
91、e,immediately after the completion of this offering,the controlling shareholder ofNCI,will own 62.3%of the total issued and outstanding Ordinary Shares,representing 62.3%of thetotal voting power,assuming that the underwriter does not exercise its over-allotment option,or61.4%of the total issued and
92、outstanding Ordinary Shares,representing 61.4%of the total votingpower,assuming that the over-allotment option is exercised in full.The controlling shareholder ofNCI will be able to exert significant control over our management and affairs requiring shareholderapproval,including approval of signific
93、ant corporate transactions.In addition,NCH,an affiliatedcompany under the common control of the controlling shareholder,is engaged in a business in directcompetition with us in the regions we currently operate.See“Risk Factors Risks Relating toOur Corporate Structure Our business is in direct compet
94、ition with NCH,an affiliated company;Our Controlling Shareholder has significant voting power and may take actions that may not be in thebest interests of other shareholder”;and“We may have conflicts of interest with our ControllingShareholder,because of our Controlling Shareholders controlling owne
95、rship interest in ourCompany,we may not be able to resolve such conflicts on terms favorable to us”on pages 14 and 15.Per Share TotalInitial public offering price$Underwriting discounts(1)$Proceeds,before expenses,to us$_(1)Represents underwriting discounts equal to 7.0%per Ordinary Share.We expect
96、our total cash expenses for this offering(including cash expenses payable to ourunderwriters for their out-of-pocket expenses)to be approximately US$_ exclusive of the abovediscounts.In addition,we will pay additional items of value in connection with this offering thatare viewed by the Financial In
97、dustry Regulatory Authority,or FINRA,as underwriting compensation.These payments will further reduce proceeds available to us before expenses.See“Underwriting.”Neither the U.S.Securities and Exchange Commission nor any state securitiescommission nor any other regulatory body has approved or disappro
98、ved of thesesecurities or determined if this prospectus is truthful or complete.Anyrepresentation to the contrary is a criminal offense.This offering is being conducted on a firm commitment basis.The underwriters are obligated totake and pay for all of the Ordinary Shares if any such Ordinary Shares
99、 are taken.We have grantedthe underwriter an option for a period of forty-five(45)days after the closing of this offeringto purchase up to 300,000 additional Ordinary Shares from us at the initial public offering price,less underwriting discounts to cover over-allotments,if any.If the underwriter ex
100、ercises theoption in full,assuming the public offering price per share is US$4.50,the midpoint of the pricerange set forth above,the total underwriting discounts payable will be US$_ and the totalproceeds to us,before expenses,will be US$_.We expect our total cash expenses for this offering to be ap
101、proximately US$_,including cash expenses payable to the underwriter for its reasonable out-of-pocket expenses,exclusive of the above discounts.If we complete this offering,net proceeds will be delivered to us on the closing date.The underwriter expect to deliver the Ordinary Shares against payment a
102、s set forth under“Underwriting”,on or about,2023.REVERE SECURITIES LLCThe date of this prospectus is,2023.Table of ContentsTABLE OF CONTENTS PageProspectus Summary 1Risk Factors 14Special NoteRegarding Forward-Looking Statements 42Our Industry 43Use of Proceeds 47Dividend Policy 48Capitalization 49D
103、ilution 50Exchange Rate Information 51Corporate History and Structure 52Managements Discussion and Analysis of Financial Condition and Results ofOperations 55Business 75Regulations 87Management 91Related Party Transactions 99Principal Shareholders 102Description of Share Capital 103Shares Eligible f
104、or Future Sale 116Material Income Tax Considerations 119Underwriting 127Enforcement of Civil Liabilities 132Expenses Related to this Offering 135Legal Matters 136Experts 136Where You Can Find Additional Information 137Index to Consolidated Financial Statements F-1Neither we nor any of the underwrite
105、rs have authorized anyone toprovide you with any information or to make any representations other thanas contained in this prospectus or in any free writing prospectuses we haveprepared.Neither we nor the underwriters take responsibility for,andprovide no assurance about the reliability of,any infor
106、mation that othersmay give you.This prospectus is an offer to sell only the securitiesoffered hereby,but only under circumstances and in jurisdictions where itis lawful to do so.The information contained in this prospectus isaccurate only as of the date of this prospectus,regardless of the time ofde
107、livery of this prospectus or any sale of the securities.Our business,financial condition,results of operations and prospects may have changedsince that date.No action is being taken in any jurisdiction outside the U.S.to permit a publicoffering of our securities or possession or distribution of this
108、 prospectus in anysuch jurisdiction.Persons who come into possession of this prospectus injurisdictions outside the U.S.are required to inform themselves about and to observeany restrictions about this offering and the distribution of this prospectusapplicable to those jurisdictions.NCI is incorpora
109、ted under the laws of the Cayman Islands as an exempted companywith limited liability and a majority of our outstanding securities are owned by non-U.S.residents.Under the rules of the U.S.Securities and Exchange Commission,orthe SEC,we currently qualify for treatment as a“foreign private issuer.”As
110、 aforeign private issuer,we will not be required to file periodic reports andfinancial statements with the Securities and Exchange Commission,or the SEC,asfrequently or as promptly as domestic registrants whose securities are registeredunder the Securities ExchangeActof1934,as amended,or the Exchang
111、eAct.iTable of ContentsThrough and including,2023(the 25th day after the date of thisprospectus),all dealers effecting transactions in these securities,whether or notparticipating in this offering,may be required to deliver a prospectus.Thisdelivery requirement is in addition to the obligation of de
112、alers to deliver aprospectus when acting as underwriters and with respect to an unsold allotments orsubscriptions.We obtained statistical data,market data and other industry data and forecastsused in this prospectus from market research,publicly available information,andindustry publications.While w
113、e believe that the statistical data,industry data andforecasts and market research are reliable,we have not independently verified thedata.iiTable of ContentsCONVENTIONS THAT APPLY TO THIS PROSPECTUSUnless otherwise indicated or the context otherwise requires,all references inthis prospectus to:Arti
114、cles or Articles of Association are to the amended andrestated articles of association of our Company(as amended from time totime)adopted on and as amended,supplemented and/or otherwise modifiedfrom time to time.“BVI”are to the British Virgin Islands.“Companies Act”are to the Companies Act(as revise
115、d)of the CaymanIslands,as amended,supplemented or otherwise modified from time to time.“Company”,“we”,“us”,“our”and“NCI”are to Neo-ConceptInternational Group Holdings Limited,an exempted company incorporated inthe Cayman Islands with limited liability under the Companies Act on July29,2021,that will
116、 issue the Ordinary Shares being offered.“Controlling Shareholder”are to Ms.Eva Yuk Yin Siu,who beneficiallyowns an aggregate of 12,454,474 Ordinary Shares,which will represent 62.3%of the total issued and outstanding Shares immediately after the completionof this offering assuming the underwriter d
117、oes not exercise their over-allotment option.“COVID-19”are to the Coronavirus Disease 2019.“Europe”are to the European Union,excluding the UK.“Exchange Act”are to the U.S.Securities Exchange Act of 1934,asamended.“IPO”are to an initial public offering of securities.“HKD”or“HK$”are to Hong Kong dolla
118、r(s),the lawful currency of HongKong.“Hong Kong”are to the Hong Kong Special Administrative Region of thePeoples Republic of China.“GBP”or“”are to pound sterling,the lawful currency of the UK.“Independent Third Party”are to a person or company who or which isindependent of and is not a 5%owner of,do
119、es not control and is notcontrolled by or under common control with any 5%owner and is not thespouse or descendant(by birth or adoption)of any 5%owner of the Company.“Macau”are to the Macau Special Administrative Region of the PeoplesRepublic of China.“Memorandum or Memorandum of Association are to
120、the amended andrestated memorandum of association of our Company(as amended from time totime)adopted on and as amended,supplemented and/or otherwise modifiedfrom time to time.“NCA”are to Neo-Concept Apparel Group Limited,a BVI business companylimited by shares incorporated in the BVI,a direct wholly
121、-owned subsidiaryof NCI.“NCH”are to Neo-Concept(Holdings)Company Limited,a companyincorporated in Hong Kong with limited liability in 1990 as a comprehensivegarment service solution provider and which in 2021,pursuant to a plan ofreorganization,spun off its subsidiaries Neo-Concept HK and Neo-Concep
122、t UKto NCI.“NCI Group”are to the Company and its subsidiaries,NCA,Neo-Concept HKand Neo-Concept UK.“Neo Concept Group”are to the Parent Group and its subsidiaries includingNCH but excluding the NCI Group.“Neo-Concept(BVI)Limited”are to“Neo-Concept(BVI)Limited,a BVIbusiness company limited by shares
123、incorporated in the BVI,and the holdingcompany of 82.01%of the Ordinary Shares as at the date of this prospectus.iiiTable of Contents“Neo-Concept HK”are to Neo-Concept International Company Limited,acompany incorporated in Hong Kong with limited liability,an indirect whollyowned subsidiary of NCI an
124、d our key operating subsidiary in Hong Kong.“Neo-Concept UK”are to Neo-Concept(UK)Limited,a company incorporatedin the UK with limited liability,an indirect wholly owned subsidiary of NCIand our operating subsidiary in the UK.“Operating Subsidiaries”are to Neo-Concept HK and Neo-Concept UK.“Ordinary
125、 Shares”or“Shares”are to our shares,par value$0.0000625per share.“PRC”or“China”are to the Peoples Republic of China including HongKong and Macau and,excluding,for the purpose of this prospectus,Taiwan.“Parent Group”are to Neo-Concept(BVI)Limited,Ample Excellence Limited,and Splendid Vibe Limited.“SE
126、C”or“Securities and Exchange Commission”are to the United StatesSecurities and Exchange Commission.“Securities Act”are to the U.S.Securities Actof1933,as amended.“U.S.dollars”or“US$”or“USD”or“dollars”are to United Statesdollar(s),the lawful currency of the United States.“UK”are to the United Kingdom
127、.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 them.Unless the context indicates otherwise,all information in this prospectusassumes no
128、exercise by the underwriter of its over-allotment option.NCI is a holding company with operations conducted in HongKong through its keyoperating subsidiary,Neo-Concept HK which also conducts certain operations throughits subsidiary Neo-Concept UK.Neo-Concept HKs reporting currency is HongKongdollars
129、.Neo-Concept UKs reporting currency is GBP.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 wereca
130、lculated at the noon buying rate of US$1=HKD7.8015 and US$1=HKD7.8363 onDecember 30,2022 and June 30,2023,respectively,as published in H.10 statisticalrelease of the Board of Governors of the Federal Reserve System.We make norepresentation that the HKD or U.S.dollar amounts referred to in this prosp
131、ectuscould have been or could be converted into U.S.dollars or HKD,as the case may be,at any particular rate or at all.Neo-Concepts fiscal year ends on December31.ivTable of ContentsMARKET AND INDUSTRY DATACertain market data and forecasts used throughout this prospectus were obtainedfrom internal c
132、ompany surveys,market research,consultant surveys,reports ofgovernmental and international agencies and industry publications and surveys.Industry publications and third-party research,surveys and reports generallyindicate that their information has been obtained from sources believed to bereliable.
133、This information involves a number of assumptions and limitations,and youare cautioned not to give undue weight to such estimates.Our estimates involve risksand uncertainties and are subject to change based on various factors,including thosediscussed under the heading“Risk Factors”in this prospectus
134、.DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTSThis prospectus contains forward-looking statements that reflect our currentexpectations and views of future events,all of which are subject to risks anduncertainties.Forward-looking statements give our current expectations or forecastsof future events
135、.You can identify these statements by the fact that they do notrelate strictly to historical or current facts.You can find many(but not all)ofthese statements by the use of words such as“approximates,”“believes,”“hopes,”“expects,”“anticipates,”“estimates,”“projects,”“intends,”“plans,”“will,”“would,”
136、“should,”“could,”“may”or other similarexpressions in this prospectus.These statements are likely to address our growthstrategy,financial results and product and development programs.You must carefullyconsider any such statements and should understand that many factors could causeactual results to di
137、ffer from our forward-looking statements.These factors mayinclude inaccurate assumptions and a broad variety of other risks and uncertainties,including some that are known and some that are not.No forward-looking statement canbe guaranteed,and actual future results may vary materially.Factors that c
138、ouldcause actual results to differ from those discussed in the forward-looking statementsinclude,but are not limited to:our goals and strategies;our future business development,financial condition and results ofoperations;introduction of new product and service offerings;expected changes in our reve
139、nues,costs,or expenditures;our expectations regarding the demand for and market acceptance of ourproducts and services;expected growth of our customers,including consolidated account customers;competition in our industry;government policies and regulations relating to our industry;anduncertainty abo
140、ut the spread of the COVID-19 virus and the impact it mayhave on the Companys operations,the demand for the Companys productsand services,and economic activity in general;andWe describe certain material risks,uncertainties,and assumptions that couldaffect our business,including our financial conditi
141、on and results of operations,under“Risk Factors.”We base our forward-looking statements on our managementsbeliefs and assumptions based on information available to our management at the timethe statements are made.We caution you that actual outcomes and results may,and arelikely to,differ materially
142、 from what is expressed,implied,or forecast by ourforward-looking statements.Accordingly,you should be careful about relying on anyforward-looking statements.Except as required under the federal securities laws,wedo not have any intention or obligation to update publicly any forward-lookingstatement
143、s after the distribution of this prospectus,whether as a result of newinformation,future events,changes in assumptions,or otherwise.vTable of ContentsPROSPECTUS SUMMARYThe following summary highlights information contained elsewhere in thisprospectus and does not contain all of the information you s
144、hould consider beforeinvesting in 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 statements andthe related notes thereto,in each case incl
145、uded in this prospectus.You shouldcarefully consider,among other things,the matters discussed in the section ofthis prospectus titled“Business”before making an investment decision.OverviewNCI is a one-stop apparel solution services provider.We offer a full suite ofservices in the apparel supply chai
146、n,including market trend analysis,productdesign and development,raw material sourcing,production and quality control,andlogistics management serving customers located in the European and North Americanmarkets through Neo-Concept HK.We are committed to reducing our environmental impact through recycl
147、ing,cleanprocesses,traceable sourcing and other eco-friendly practices.We also push forsustainable solutions to fulfil our customers needs throughout garment production.Competitive StrengthsWe believe the following competitive strengths differentiate us from ourcompetitors:A focus on sustainability;
148、Close relationships with our major customers and strategic partners;We have a vertically integrated operation to provide one-stop apparelsolution services;andOur management members have deep industry knowledge and proven trackrecords.Our StrategiesWe intend to pursue the following strategies to furt
149、her expand our business:Continue to innovate and make new products with sustainable materials andprocesses;Integrate sustainability aspects into product sourcing and environmentalmarketing;andBroaden our customer base and work together with our customers to expandour product mix and maintain custome
150、r relationships.Corporate History and StructureNCI,incorporated in July 2021 under the laws of the Cayman Islands,is theholding company of our Operating Subsidiaries,Neo-Concept HK,and Neo-Concept UK.Through our Operating Subsidiaries,NCI is a one-stop apparel solution servicesprovider,offering a fu
151、ll suite of services in the apparel supply chain,includingmarket trend analysis,product design and development,raw material sourcing,production and quality control,and logistics management serving the European andNorth American markets.Prior to a restructuring in 2021,our Operating Subsidiaries were
152、 part of NCH,a consortium of vertically integrated companies that provide a full range ofgarment supply chain services including but not limited to garment trading andmanufacturing,retail,and apparel solution services.With operations across HongKong,China,East Asia,UK,Europe,and North America,NCH wa
153、s and still is underthe common control of our Controlling Shareholder,who both restructured thebusiness of NCH and founded NCI.To avoid any potential conflicts of interest dueto the common control,NCI,Splendid Vibe Limited,Ample Excellence Limited andNeo-Concept(BVI)Limited,the holding companies of
154、NCH,have entered into anExclusive Territory and Non-Competition Agreement(“Agreement”)which identifiestheir respective exclusive geographic areas of operations and addresses NCHsexisting customers.See“Corporate History and Structure Exclusive Territory andNon-Competition Agreement.”1Table of Content
155、sAs part of the reorganization prior to the listing,on October 29,2021,NCIacquired all the shares of NCA from the Controlling Shareholder and Ms.Man Chi Waiand became the holding company of NCA,Neo-Concept HK,Neo-Concept(NY)Corporationand Neo-Concept UK.Neo-Concept(NY)Corporation,a wholly owned subs
156、idiary of Neo-Concept HK,had no significant operations during the two years ended December 31,2020,and 2021 and on November 12,2021,Neo-Concept HK disposed of all the sharesof Neo-Concept(NY)Corporation to Neo-Concept(BVI)Limited,an affiliated companycontrolled by the Controlling Shareholder.Our cor
157、porate structure as of the date of this prospectus and upon closing ofthis offering(assuming no exercise of the over-allotment option)is as follows:We are offering 2,000,000 Ordinary Shares,representing 10%of the OrdinaryShares following completion of this offering,assuming the underwriter does note
158、xercise the over-allotment option.We are and will be a“controlled company”as defined under the Nasdaq StockMarket Rules because,immediately after the completion of this offering,ourControlling Shareholder,will own 62.3%of our total issued and outstandingOrdinary Shares,representing 62.3%of the total
159、 voting power,assuming that theunderwriter does not exercise their over-allotment option.Transfers of Cash to and From Our SubsidiariesOur management monitors the cash position of our Operating Subsidiariesregularly and prepares budgets on a monthly basis to ensure it has the necessaryfunds to fulfi
160、ll its obligations for the foreseeable future and to ensure adequateliquidity.In the event that there is a need for cash or a potential liquidityissue,it will be reported to our chief financial officer and subject to approvalby our board of directors.Other than as discussed above,we did not adopt or
161、maintain any cash management policies or procedures as of the date of thisprospectus.NCIs subsidiary formed under the laws of the BVI,NCA,is permitted under thelaws of the BVI to provide funding to our operating subsidiaries in Hong Kong andUK subject to certain restrictions laid down in the BVI Bus
162、iness Companies Act 2004(as amended)and memorandum and articles of association of NCA.Neo-Concept HK ispermitted under the laws of Hong Kong to provide funding to our operatingsubsidiary in the UK,Neo-Concept UK.2Table of ContentsFor the subsidiaries to transfer cash to NCI,according to the BVI Busi
163、nessCompanies Act 2004(as amended),a British Virgin Islands company may makedividends distribution to the extent that immediately after the distribution,thevalue of the companys assets exceeds its liabilities and that such company is ableto pay its debts as they fall due.According to the Companies O
164、rdinance of HongKong,a Hong Kong company may only make a distribution out of profits available fordistribution.Other than the above,we did not adopt or maintain any cashmanagement policies and procedures as of the date of this prospectus.According tothe UK Companies Act 2006(as amended),a UK company
165、 may,subject to anyrestriction(s)or requirement(s)set out in the companys constitution,declare andpay dividends out of the profits available for distribution.As at the date of this prospectus,NCI did not declare or pay any dividends andthere was no transfer of assets among NCI and its subsidiaries.I
166、n December 2021,Neo-Concept HK disposed of Neo-Concept(NY)Corporation to Neo-Concept(BVI)Limited via distribution,which involved a distribution of cash of HK$266,559(US$34,176)and distribution of non-cash assets and liabilities having a netcarrying value of HK$2,248,550(US$288,290).During the six mo
167、nths ended June 30,2023 and the years ended December 31,2022 and 2021,save for the distribution incash and in specie in December 2021,NCI did not declare or pay any other dividendsand there was no transfer of assets among NCI and its subsidiaries or among thesubsidiaries themselves.During the six mo
168、nths ended June 30,2023 and the yearsended December 31,2022 and 2021,NCI and its subsidiaries did not declare or payany dividends or distributions to U.S.investors.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 fun
169、ds from oursubsidiaries by way of dividend payments.NCI is permitted under the laws of CaymanIslands and its memorandum and articles of association(as amended from time totime)to provide funding to its subsidiaries through loans or capitalcontributions.NCA,Neo-Concept HK and Neo-Concept UK are each
170、permitted under thelaws of their respective jurisdictions to provide funding to NCI through dividenddistributions.We currently intend to retain all available funds and future earnings,if any,for the operation and expansion of our business and do not anticipate declaring orpaying any dividends in the
171、 foreseeable future.Any future determination related toour dividend policy will be made at the discretion of our board of directors afterconsidering our financial condition,results of operations,capital requirements,contractual requirements,business prospects and other factors the board ofdirectors
172、deems relevant,and subject to the restrictions contained in any futurefinancing instruments.There are no statutory prohibitions in the Cayman Islands on the granting offinancial assistance by a company to another person for the purchase of,orsubscription for,its own,its holding companys or a subsidi
173、arys shares.Therefore,a company may provide financial assistance provided the directors of thecompany,when proposing to grant such financial assistance,discharge their dutiesof care and act in good faith,for a proper purpose and in the interests of thecompany.Such assistance should be on an arms-len
174、gth basis.Subject to a solvencytest,as prescribed in the Companies Act,and the provisions,if any,of acompanys memorandum and articles of association,a company may pay dividends anddistributions out of its share premium account.In addition,based upon Englishcase law which is likely to be persuasive i
175、n the Cayman Islands,dividends may bepaid out of profits.The Cayman Islands does not impose a withholding tax onpayments of dividends to shareholders in the Cayman Islands.According to the BVI Business Companies Act 2004(as amended),a British VirginIslands company may make dividends distribution to
176、the extent that immediatelyafter the distribution,the value of the companys assets exceeds its liabilitiesand that such company is able to pay its debts as they fall due.Under HongKong law,dividends could only be paid out of distributable profits(that is,accumulated realized profits less accumulated
177、 realized losses)or otherdistributable reserves,as permitted under HongKong law.Dividends cannot be paidout of share capital.There are no restrictions or limitation under the laws ofHongKong imposed on the conversion of HK dollar into foreign currencies and theremittance of currencies out of HongKon
178、g,nor there is any restriction on foreignexchange to transfer cash between NCI and its subsidiaries,across borders and toU.S.investors,nor are there any restrictions and limitations to distributeearnings from our business and subsidiaries to NCI and U.S.investors.Under thecurrent practice of the Inl
179、and Revenue Department of HongKong,no tax is payablein HongKong in respect of dividends paid by us.Under UK law,no dividend can be paid by a UK company unless(i)the companyhas sufficient profits available for distribution under the provisions of the UKCompanies Act 2006(as amended)and accounting pri
180、nciples generally accepted in theUnited Kingdom,and(ii)any applicable restriction(s)or requirement(s)set out inthe companys constitution have been complied with.3Table of ContentsSee“Dividend Policy”and“Risk FactorsWe rely on dividends and otherdistributions on equity paid by our subsidiaries to fun
181、d our cash and financingrequirements,and any limitation on the ability of our subsidiaries to makepayments to us could have a material adverse effect on our ability to conduct ourbusiness.”,and the“Consolidated Statements of Equity”in the Report ofIndependent Registered Public Accounting Firm for mo
182、re information.Summary of Key RisksOur 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 befor
183、e making a decision to invest in our Ordinary Shares.These risks are discussed more fully in“Risk Factors”.These risks include,butare not limited to,the following:Risks Relating to Our Corporate Structure(for a more detailed discussion,see“Risk Factors Risks Relating to Our Corporate Structure”begin
184、ning on page14 of this prospectus)Our auditor has expressed substantial doubt about our ability to continueas a going concern.(see page 14 of this prospectus)Our transactions with NCH may be less favorable to us than similaragreements negotiated with unaffiliated third parties.(see page 14 ofthis pr
185、ospectus)Our business is in direct competition with NCH,an affiliated company.(see page 14 of this prospectus)Our Controlling Shareholders relationship with Neo-Concepts(BVI)Limited may result in strategic business decisions that favor ourControlling Shareholder rather than the interests of our othe
186、rshareholders.(see page 15 of this prospectus)We may have conflicts of interest with our Controlling Shareholder,because of our Controlling Shareholders controlling ownership interestin our Company,we may not be able to resolve such conflicts on termsfavorable to us.(see page 15 of this prospectus)O
187、ur directors and officers may allocate their time to other businesses,thereby causing conflicts of interest in their determination as to howmuch time to devote to our affairs.(see page 16 of this prospectus)Risks Relating to Doing Business in Jurisdictions in which the OperatingSubsidiaries Operate(
188、for a more detailed discussion,see“Risk Factors RisksRelating to Doing Business in Jurisdictions in which the Operating SubsidiariesOperate”beginning on page 18 of this prospectus)Our key operations are in HongKong.However,due to long arm provisionsunder the current PRC laws and regulations,the Chin
189、ese government mayexercise significant oversight and discretion over the conduct of ourbusiness and may intervene in or influence our operations at any time,which could result in a material change in our operations and/or the valueof our Ordinary Shares.Changes in the policies,regulations,rules,andt
190、he enforcement of laws of the Chinese government may also be quick withlittle advance notice and our assertions and beliefs of the risk imposedby the PRC legal and regulatory system cannot be certain.(see page 18 ofthis prospectus)If the Chinese government chooses to exert more oversight and control
191、 overofferings that are conducted overseas and/or foreign investment in Chinabased issuers,such action may significantly limit or completely hinderour ability to offer or continue to offer Ordinary Shares to investors andcause the value of our Ordinary Shares to significantly decline or beworthless.
192、(see page 19 of this prospectus)Although the audit report included in this prospectus is prepared byU.S.auditors who are currently inspected 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 depri
193、ved of thebenefits of such inspection.Furthermore,trading in our Ordinary Sharesmay be prohibited under the HFCAA if the SEC subsequently determines ouraudit work is performed by auditors that the PCAOB is unable to inspect orinvestigate completely,and as a result,U.S.national securitiesexchanges,su
194、ch as the Nasdaq,may determine to delist our securities.Furthermore,on December 23,2022,the Accelerating Holding ForeignCompanies Accountable Act was enacted,which amended the HFCAA byrequiring the SEC to prohibit4Table of Contentsan issuers securities from trading on any U.S.stock exchanges if itsa
195、uditor is not subject to PCAOB inspections for two consecutive yearsinstead of three,thus,reducing the time before the securities may beprohibited from trading or delisted.(see page 21 of this prospectus)The recent joint statement by the SEC,proposed rule changes submitted byNasdaq,and an act passed
196、 by the U.S.Senate and the U.S.House ofRepresentatives,all call for additional and more stringent criteria to beapplied to emerging market companies.These developments could adduncertainties to our offering,business operations,share price andreputation.(see page 24 of this prospectus)Risks Relating
197、to Our Business and Industry(for a more detailed discussion,see“Risk Factors Risks Relating to Our Business and Industry”beginning onpage 26 of this prospectus)We recorded net current liabilities and a total deficit for the six monthsended June 30,2023 and the two years ended December 31,2022,and 20
198、21,and may continue to record net current liabilities and a total deficit inthe foreseeable future,which can expose us to liquidity risks.(see page28 of this prospectus)We rely on one major customer,and if we fail to attract new customers,retain existing customers,or maintain or increase sales to cu
199、stomers,ourbusiness,financial condition,results of operations,and growth prospectswill be harmed.(see page 26 of this prospectus)We may be unable to timely and accurately respond to changes in fashiontrends and consumer preferences.(see page 26 of this prospectus)Our focus on using sustainable mater
200、ials and environmentally friendlymanufacturing processes and supply chain practices may increase our costof doing business and hinder our growth.(see page 27 of this prospectus)The enactment in the U.S.of the Uyghur Forced Labor Prevention Act(the“UFLPA”)and similar pending legislation in the territ
201、ories in which oursubsidiaries operate could have material adverse effect on our ability toconduct our business.(see page 27 of this prospectus)We rely on two principal suppliers for supplies of raw materials,manufacturing services and logistics services.(see page 27 of thisprospectus)Our reliance o
202、n suppliers to produce our products could cause problems inour supply chain.(see page 28 of this prospectus)A sustained outbreak of the COVID-19 pandemic could have a materialadverse impact on our business,operating results,and financialcondition.(see page 32 of this prospectus)A severe or prolonged
203、 downturn in the global economy could materially andadversely affect our business and results of operations.(see page 33 ofthis prospectus)Risks Relating to our Ordinary Shares and this Offering(for a moredetailed discussion,see“Risk Factors Risks Relating to our Ordinary Shares”beginning on page 34
204、 of this prospectus)There has been no public market for our Ordinary Shares prior to 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 34 of thisprospectus)The market price of our Ordinary Shares may be highly volatile,and yo
205、ucould lose all or part of your investment.(see page 34 of thisprospectus)Our pre-IPO shareholders and Controlling Shareholder will be able to selltheir Ordinary Shares after completion of this offering subject torestrictions under Rule 144 and the provisions under the Lock-UpAgreement.(see page 36
206、of this prospectus)Investors may have difficulty enforcing judgments against us,ourdirectors and management.(see page37 of this prospectus)There can be no assurance that we will not be a passive foreign investmentcompany,or PFIC,for United States federal income tax purposes for anytaxable year,which
207、 could subject United States investors in our OrdinaryShares to significant adverse United States income tax consequences.(seepage 40 of this prospectus)5Table of ContentsHOLDING FOREIGN COMPANIES ACCOUNTABLE ACT(the“HFCAA”)The HFCAA was enacted on December 18,2020.The HFCAA states if the SECdetermi
208、nes that a company has filed audit reports issued by a registered publicaccounting firm that has not been subject to inspection by the PCAOB for threeconsecutiveyears beginning in 2021,the SEC shall prohibit the companys sharesfrom being traded on a national securities exchange or in the over-the-co
209、untertrading market in the UnitedStates.On March 24,2021,the SEC adopted interim final rules relating to theimplementation of certain disclosure and documentation requirements of the HFCAA.Acompany will be required to comply with these rules if the SEC identifies it ashaving a“non-inspection”year un
210、der a process to be subsequently established bythe SEC.The SEC is assessing how to implement other requirements of the HFCAA,including the listing and trading prohibition requirements described above.On June22,2021,the U.S.Senate passed the AHFCAA,which was enacted onDecember 23,2022,amending the HF
211、CAA to require the SEC to prohibit an issuerssecurities from trading on any U.S.stock exchanges if its auditor is not subjectto PCAOB inspections for two consecutive years instead of threeconsecutiveyearsand thus,reducing the time before the securities may be prohibited from trading ordelisted.On De
212、cember 29,2022,legislation titled“Consolidated AppropriationsAct,2023”(the“Consolidated Appropriations Act”),was signed into law byPresident Biden.The Consolidated Appropriations Act contained,among other things,an identical provision to AHFCAA,which reduces the number of consecutive non-inspection
213、years required for triggering the prohibitions under the HFCAA fromthree years to two.On December2,2021,the SEC issued amendments to finalize rules implementingthe submission and disclosure requirements in the HFCAA.The rules apply toregistrants that the SEC identifies as having filed an annual repo
214、rt with an auditreport issued by a registered public accounting firm that is located in a foreignjurisdiction and that PCAOB is unable to inspect or investigate completely becauseof a position taken by an authority in foreign jurisdictions(“Commission-Identified Issuers”).The final amendments requir
215、e Commission-Identified Issuers tosubmit documentation to the SEC establishing that,if true,it is not owned orcontrolled by a governmental entity in the public accounting firms foreignjurisdiction.The amendments also require that a Commission-Identified Issuer thatis a“foreign issuer,”as defined in
216、Exchange Act Rule 3b-4,provide certainadditional disclosures in its annual report for itself and any of its consolidatedforeign operating entities.Further,the release provides notice regarding theprocedures the SEC has established to identify issuers and to impose tradingprohibitions on the securiti
217、es of certain Commission-Identified Issuers,asrequired by the HFCAA.The SEC will identify Commission-Identified Issuers forfiscal years beginning after December 18,2020.A Commission-Identified Issuer willbe required to comply with the submission and disclosure requirements in the annualreport for ea
218、ch year in which it was identified.If a registrant is identified as aCommission-Identified Issuer based on its annual report for the fiscal year endedDecember 31,2021,the registrant will be required to comply with the submission ordisclosure requirements in its annual report filing covering the fisc
219、al year endedDecember 31,2022.The final amendments became effective on January 10,2022.Our auditor,WWC,P.C.,the independent registered public accounting firm thatissues the audit report included in this prospectus,as an auditor of companiesthat are traded publicly in the UnitedStates and a firm regi
220、stered with the PCAOB,is subject to laws in the United States pursuant to which the PCAOB conductsregular inspections to assess WWC,P.C.s compliance with applicable professionalstandards.WWC,P.C.is headquartered in San Mateo,California with no branches oroffices outside the UnitedStates and has been
221、 inspected by the PCAOB on a regularbasis,with the last inspection in November 2021.On December 16,2021,the PCAOB issued a report on its determinations(“Determination Report”)that it was unable to inspect or investigate completelyPCAOB-registered public accounting firms headquartered in Mainland Chi
222、na and inHong Kong,because of positions taken by PRC authorities in those jurisdictions.The PCAOB made its determinations pursuant to PCAOB Rule 6100,which provides aframework for how the PCAOB fulfills its responsibilities under the HFCAA.Thereport further listed in its Appendix A and Appendix B,Re
223、gistered PublicAccounting Firms Subject to the Mainland China Determination and Registered PublicAccounting Firms Subject to the Hong Kong Determination,respectively.Our auditoris headquartered in San Mateo,California and did not appear as part of the reportand was not listed under its appendix A or
224、 appendix B.Therefore,we believe that,as of the date of this prospectus,our auditor is not subject to the PCAOBdeterminations.6Table of ContentsOn August 26,2022,the PCAOB signed a Statement of Protocol(the“SOP”)Agreement with the CSRC and Chinas MOF.The SOP,together with two protocolagreements gove
225、rning inspections and investigations(together,the“SOPAgreements”),establish a specific,accountable framework to make possible completeinspections and investigations by the PCAOB of audit firms based in mainland Chinaand Hong Kong,as required under U.S.law.Pursuant to the fact sheet with respectto th
226、e Protocol disclosed by the SEC the PCAOB shall have independent discretion toselect any firms for inspection or investigation and has the unfettered ability toretain any information as needed.On December 15,2022,the PCAOB board announced that it has completed theinspections,determined that it had c
227、omplete access to inspect or investigatecompletely registered public accounting firms headquartered in mainland China andHong Kong,and voted to vacate the Determination Report.However,If the PCAOB isunable to inspect or investigate completely the Companys auditor because of aposition taken by an aut
228、hority in a foreign jurisdiction,or the PCAOB re-evaluatesits determination as a result of any obstruction with the implementation of theSOP,then such lack of inspection or re-evaluation could cause trading in theCompanys securities to be prohibited under the HFCAA,and ultimately result in adetermin
229、ation by a securities exchange to delist the Companys securities.Accordingly,the HFCAA calls for additional and more stringent criteria to beapplied to emerging market companies upon assessing the qualification of theirauditors,especially the non-U.S.auditors who are not inspected by the PCAOB.These
230、 developments could add uncertainties to the Companys offering.See“RiskFactors Risks Relating to Doing Business in Jurisdictions in which theOperating Subsidiaries Operate Although the audit report included in thisprospectus is prepared by U.S.auditors who are currently inspected by the PCAOB,there
231、is no guarantee that future audit reports will be prepared by auditorsinspected by the PCAOB and,as such,in the future,investors may be deprived ofthe benefits of such inspection.Furthermore,trading in our securities may beprohibited under the HFCAA if the SEC subsequently determines our audit work
232、isperformed by auditors that the PCAOB is unable to inspect or investigatecompletely,and as a result,U.S.national securities exchanges,such as theNasdaq,may determine to delist our securities.Furthermore,on December 23,2022,the Accelerating Holding Foreign Companies Accountable Act was enacted,which
233、amended the HFCAA 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 securities may be prohibited from trading or delisted.”on page
234、 21.We cannot assure you whether Nasdaq or other regulatory authorities will applyadditional or more stringent criteria to us.Such uncertainty could cause themarket price of our Ordinary Shares to be materially and adversely affected.REGULATORY APPROVAL OF THE PRCPermission Required from Hong Kong a
235、nd Chinese AuthoritiesAs of the date of this prospectus,neither we nor our Hong Kong subsidiary,Neo-Concept HK,are required to obtain any permission or approval from the HongKong authorities to operate our business or issue our Ordinary Shares to foreigninvestors.We are also not required to obtain p
236、ermissions or approvals from any PRCauthorities before listing in the U.S.and to issue our Ordinary Shares to foreigninvestors,including the CSRC or the CAC.Based on managements internal assessment that the Company and itssubsidiaries currently have no material operations in the PRC,managementunders
237、tands 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 to issue our Ordinary Shares to foreign investors,including the CAC or theCSRC because(i)the CSRC currently has not issued any definitive
238、rule orinterpretation concerning whether offerings like ours under this prospectus 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
239、 also understand thatNCA,Neo-Concept HK and Neo-Concept UK are not required to obtain any permissionsor approvals from any Chinese authorities to operate their businesses as of thedate of this prospectus.No permissions or approvals have been applied for by theCompany or denied by any relevant author
240、ity.However,uncertainties still exist,due to the possibility that laws,regulations,or policies in the PRC could changerapidly in the future.In the event that(i)the PRC government expanded the categories of industriesand companies whose foreign securities offerings are subject to review by the CSRCor
241、 the CAC and that we are required to obtain such permissions or approvals;or(ii)we inadvertently concluded that relevant permissions or approvals were notrequired or that we did not receive or maintain relevant permissions or approvalsrequired,any action taken by the PRC government could significant
242、ly limit or7Table of Contentscompletely hinder our operations in Hong Kong and our ability to offer or continueto offer Ordinary Shares to investors and could cause the value of our OrdinaryShares to significantly decline or become worthless.See“Risk Factors RisksRelating to Doing Business in Jurisd
243、ictions in which the Operating SubsidiariesOperate If the Chinese government chooses to exert more oversight and controlover offerings that are conducted overseas and/or foreign investment in China basedissuers,such action may significantly limit or completely hinder our ability tooffer or continue
244、to offer Ordinary Shares to investors and cause the value of ourOrdinary Shares to significantly decline or be worthless.”on page 19.RECENT REGULATORY DEVELOPMENT IN CHINAWe are aware that,recently,the PRC government initiated a series ofregulatory actions and statements to regulate business operati
245、ons in certain areasin China with little advance notice,including cracking down on illegal activitiesin the securities market,enhancing supervision over China-based companies listedoverseas using a variable interest entity structure(“VIE”),adopting new measuresto extend the scope of cybersecurity re
246、views,and expanding the efforts in anti-monopoly enforcement.On July6,2021,the General Office of the Communist Party of China CentralCommittee 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-qualit
247、y development of the capital market,which,among other things,requires therelevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,to enhance supervision over China-basedcompanies listed overseas,and to establish and improve the system ofextra
248、territorial application of the PRC securities laws.Furthermore,on December 28,2021,the CAC jointly with the relevantauthorities published the Measures for Cybersecurity Review(2021),or the“ReviewMeasures 2021”,which took effect on February 15,2022,and replaced the Measuresfor Cybersecurity Review(20
249、20)issued on April 13,2020.Review Measures 2021stipulates that operators of critical information infrastructure purchasing networkproducts and services,and online platform operators carrying out data processingactivities that affect or may affect national security,shall conduct acybersecurity review
250、,and any online platform operator who controls more than onemillion users personal information must go through a cybersecurity review by thecybersecurity review office if it seeks to be listed in a foreign country.Based ona set of Q&As published on the official website of the State Cipher CodeAdmini
251、stration in connection with the issuance of the Review Measures 2021,anofficial of the said administration indicated that an online platform operatorshould apply for a cybersecurity review prior to the submission of its listingapplication with non-PRC securities regulators.Moreover,the CAC released
252、thedraft of the Regulations on Network Data Security Management in November 2021 forpublic consultation,which among other things,stipulates that a data processorlisted overseas must conduct an annual data security review by itself or byengaging a data security service provider and submit the annual
253、data securityreview report for the previous year to the municipal cybersecurity departmentbefore January 31 of the following year.Given the recency of the issuance of theReview Measures 2021 and the pending effectiveness of the Regulations on NetworkData Security Management,there is a general lack o
254、f guidance and substantialuncertainties exist with respect to their interpretation and implementation.Given the nature of our operating subsidiaries business,we believe this riskis not significant.Our HK operating subsidiary does not have any customers inChina and is neither a critical information i
255、nfrastructure operator nor an onlineplatform operator as defined in the Review Measures 2021,that are required to filefor cybersecurity review before listing in the U.S.since(i)Neo-Concept HK isincorporated and operating in Hong Kong and the Review Measures 2021 remainsunclear whether it shall be ap
256、plicable to a HongKong company;(ii)Neo-Concept HKoperates without any subsidiary nor VIE structure in mainland China;(iii)as ofthe date of this prospectus,Neo-Concept HK has not collected any personalinformation of PRC individual clients;and(iv)as of the date of this prospectus,Neo-Concept HK has no
257、t been informed by any PRC governmental authority of anyrequirement that it files for a cybersecurity review.Therefore,we believe thatour HK operating subsidiary is not covered by the permission and requirements fromthe CSRC or the CAC.Nevertheless,since these statements and regulatory actions are n
258、ew,it ishighly uncertain how soon the legislative or administrative regulation makingbodies will respond and what existing or new laws or regulations or detailedimplementations and interpretations will be modified or promulgated.If the listingof our Ordinary Shares becomes8Table of Contentssubject t
259、o the CAC or any other governmental agency in the future,we cannot assureyou that we will be able to list our Ordinary Shares on U.S.exchanges,or continueto offer securities to investors,which would materially affect the interest of theinvestors and cause significantly depreciation of the price of o
260、ur Ordinary Sharesor render them worthless.Recent PCAOB DevelopmentsUnder the AHFCAA,which amended the HFCAA,our Ordinary Shares may beprohibited from being trading on a national exchange if the PCAOB is unable toinspect our auditors for two consecutiveyears beginning in 2021.The delisting ofour Ord
261、inary Shares,or the threat of their being delisted,may materially andadversely affect the value of your investment.Our auditor,WWC,P.C.,the independent registered public accounting firm thatissues the audit report included elsewhere in this prospectus,as an auditor ofcompanies that are traded public
262、ly in the UnitedStates and a firm registered withthe PCAOB,is subject to laws in the UnitedStates pursuant to which the PCAOBconducts regular inspections to assess our auditors compliance with the applicableprofessional standards.Our auditor has been inspected by the PCAOB on a regularbasis with the
263、 last inspection in November 2021.On December16,2021,the PCAOB issued a report on its determinations that itwas unable to inspect or investigate completely PCAOB-registered public accountingfirms headquartered in Mainland China and in HongKong,because of positions takenby PRC authorities in those ju
264、risdictions.The PCAOB made its determinationspursuant to PCAOB Rule6100,which provides a framework for how the PCAOB fulfillsits responsibilities under the HFCAA.The report further listed in its Appendix Aand Appendix B,Registered Public Accounting Firms Subject to the Mainland ChinaDetermination an
265、d Registered Public Accounting Firms Subject to the Hong KongDetermination,respectively.Our auditor is headquartered in San Mateo,California,and did not appear as part of the report and was not listed under its appendix A orappendix B.On August 26,2022,the CSRC,the MOF,and the PCAOB signed a Stateme
266、nt ofProtocol(the“Protocol”)to allow the PCAOB to inspect and investigate completelyregistered public accounting firms headquartered in mainland China and Hong Kong,consistent with the HFCAA,and the PCAOB will be required to reassess itsdeterminations by the end of 2022.Pursuant to the fact sheet wi
267、th 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 information to the SEC.On December 15,2022,the PCAOB announced that it was able to secure completeaccess to
268、inspect and investigate PCAOB-registered public accounting firmsheadquartered in mainland China and Hong Kong completely in 2022.The PCAOB Boardvacated its previous 2021 determinations that the PCAOB was unable to inspect orinvestigate completely registered public accounting firms headquartered in m
269、ainlandChina and Hong Kong.However,whether the PCAOB will continue to be able tosatisfactorily conduct inspections of PCAOB-registered public accounting firmsheadquartered in mainland China and Hong Kong is subject to uncertainties anddepends on a number of factors out of our and our auditors contro
270、l.The PCAOBcontinues to demand complete access in mainland China and Hong Kong moving forwardand is making plans to resume regular inspections in early 2023 and beyond,as wellas to continue pursuing ongoing investigations and initiate new investigations asneeded.The PCAOB has also indicated that it
271、will act immediately to consider theneed to issue new determinations with the HFCAA if needed.If the PCAOB is unable to inspect and investigate completely registered publicaccounting firms located in China in 2023 and beyond,or if we fail to,amongothers,meet the PCAOBs requirements,including retaini
272、ng a registered publicaccounting firm that the PCAOB determines it is able to inspect and investigatecompletely,we will be identified as a“Commission-identified Issuer,”and uponthe expiration of the applicable years of non-inspection under the HFCAA andrelevant regulations,the Ordinary Shares will b
273、e delisted and will not bepermitted for trading over the counter.Such a delisting or prohibition wouldsubstantially impair your ability to sell or purchase the Ordinary Shares,and therisk and uncertainty associated with delisting would have a negative impact on theprice of the Ordinary Shares.Moreov
274、er,the HFCAA or other efforts to increase U.S.regulatory access to audit information could cause investor uncertainty foraffected issuers,including us,and the market price of the Ordinary Shares couldbe adversely affected.Such a prohibition would significantly affect our ability toraise capital on t
275、erms acceptable to us,or at all,which would have a materialadverse impact on our business,financial condition,and prospects.9Table of ContentsImplications of Being an Emerging Growth Company and a Foreign PrivateIssuerAs a company with less than$1.235billion in revenue during our last fiscalyear,we
276、qualify as an“emerging growth company”as defined in the Jumpstart OurBusiness Startups Act(the“JOBS Act”),enacted in April2012,or the JOBS Act.An“emerging growth company”may take advantage of reduced reporting requirementsthat are otherwise applicable to larger public companies.In particular,as anem
277、erging growth company,we:may present only two years of audited financial statements and onlytwoyears of related Managements Discussion and Analysis of FinancialCondition and Results of Operations,or“MD&A”;are not required to provide a detailed narrative disclosure discussing ourcompensation principl
278、es,objectives and elements and analyzing how thoseelements fit with our principles and objectives,which is commonlyreferred to as“compensation discussion and analysis”;are not required to obtain an attestation and report from our auditors onour managements assessment of our internal control over fin
279、ancialreporting pursuant to the Sarbanes-Oxley Actof2002;are not required to obtain a non-binding advisory vote from ourshareholders on executive compensation or golden parachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);are exempt from
280、 certain executive compensation disclosure provisionsrequiring a pay-for-performance graph and chief executive officer payratio disclosure;are eligible to claim longer phase-in periods for the adoption of new orrevised financial accounting standards under 107 of the JOBS Act;andwill not be required
281、to conduct an evaluation of our internal control overfinancial reporting.We intend to take advantage of all of these reduced reporting requirements andexemptions,including the longer phase-in periods for the adoption of new orrevised financial accounting standards under 107 of the JOBS Act.Our elect
282、ion touse the phase-in periods may make it difficult to compare our financial statementsto those of non-emerging growth companies and other emerging growth companies thathave opted out of the phase-in periods under 107 of the JOBS Act.We will remain an emerging growth company until the earliest of(i
283、)the lastday of the fiscal year during which we have total annual gross revenues of at leastUS$1.235 billion;(ii)the last day of our fiscal year following the fifthanniversary of the completion of this offering;(iii)the date on which we have,during the preceding three-year period,issued more than US
284、$1.0 billion in non-convertible debt;or(iv)the date on which we are deemed to be a“largeaccelerated filer”under the Securities Exchange Act of 1934,as amended,or theExchange Act,which would occur if the market value of our Ordinary Shares that areheld by non-affiliates exceeds US$700 million as of t
285、he last business day of ourmost recently completed second fiscal quarter.Once we cease to be an emerginggrowth company,we will not be entitled to the exemptions provided in the JOBS Actdiscussed above.Implications of Being a Foreign Private IssuerWe are a“foreign private issuer,”within the meaning o
286、f the rules under theSecurities Exchange Act of 1934,as amended(the“Exchange Act”).As such,we areexempt from certain provisions applicable to United States domestic publiccompanies.For example:we are not required to provide as many Exchange Act reports,or asfrequently,as a domestic public company;fo
287、r interim reporting,we are permitted to comply solely with our homecountry requirements,which are less rigorous than the rules that apply todomestic public companies;we are not required to provide the same level of disclosure on certainissues,such as executive compensation;we are exempt from provisi
288、ons of Regulation FD aimed at preventing issuersfrom making selective disclosures of material information;10Table of Contentswe are not required to comply with the sections of the Exchange Actregulating the solicitation of proxies,consents,or authorizations inrespect of a security registered under t
289、he Exchange Act;andwe are not required to comply with Section 16 of the Exchange Actrequiring insiders to file public reports of their share ownership andtrading activities and establishing insider liability for profits realizedfrom any“short-swing”trading transaction.Furthermore,Nasdaq Rule5615(a)(
290、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),providedthat we nevertheless comply with Nasdaqs Notification of Noncompliance requirement(Rule5625),the Voting
291、Rights requirement(Rule5640)and that we have an auditcommittee that satisfies Rule5605(c)(3),consisting of committee members that meetthe independence requirements of Rule5605(c)(2)(A)(ii).If we rely on our homecountry corporate governance practices in lieu of certain of the rules of Nasdaq,our shar
292、eholders may not have the same protections afforded to shareholders ofcompanies that are subject to all of the corporate governance requirements ofNasdaq.If we choose to do so,we may utilize these exemptions for as long as wecontinue to qualify as a foreign private issuer.Implications of Being a Con
293、trolled CompanyControlled companies are exempt from the majority of independent directorrequirements.Controlled companies are subject to an exemption from Nasdaqstandards requiring that the board of a listed company consist of a majority ofindependent directors within one year of the listing date.Pu
294、blic Companies that qualify as a“Controlled Company”with securitieslisted on the Nasdaq Stock Market(Nasdaq),must comply with the exchangescontinued listing standards to maintain their listings.Nasdaq has adoptedqualitative listing standards.Companies that do not comply with these corporategovernanc
295、e requirements may lose their listing status.Under the Nasdaq rules,a“controlled company”is a company with more than 50%of its voting power held by asingle person,entity or group.Under Nasdaq rules,a controlled company is exemptfrom certain corporate governance requirements including:the requirement
296、 that a majority of the board of directors consist ofindependent directors;the requirement that a listed company have a nominating and governancecommittee that is composed entirely of independent directors with awritten charter addressing the committeespurpose and responsibilities;the requirement th
297、at a listed company have a compensation committee thatis composed entirely of independent directors with a written charteraddressing the committees purpose and responsibilities;andthe requirement for an annual performance evaluation of the nominating andgovernance committee and compensation committe
298、e.Controlled companies must still comply with the exchanges other corporategovernance standards.These include having an audit committee and the specialmeetings of independent or non-management directors.Upon the completion of this offering,the outstanding shares of NCI willconsist of 20,000,000Ordin
299、ary Shares,assuming the underwriter does not exerciseits over-allotment option to purchase additional Ordinary Shares,or20,300,000 Ordinary Shares,assuming the over-allotment option is exercised infull.Immediately after the completion of this offering,our ControllingShareholder will own 62.3%of our
300、total issued and outstanding Ordinary Shares,representing 62.3%of the total voting power,assuming that the underwriter doesnot exercise its over-allotment option,or 61.4%of our total issued andoutstanding Ordinary Shares,representing 61.4%of the total voting power,assumingthat the over-allotment opt
301、ion is exercised in full.As a result,we will be a“controlled company”as defined under Nasdaq Listing Rule 5615I because ourControlling Shareholder will hold more than 50%of the voting power for theelection of directors.Therefore,the controlling shareholder of NCI will be ableto exert significant con
302、trol over our management and affairs requiring shareholderapproval,including approval of significant corporate transactions.Thisconcentration of ownership may not be in the best interests of all of ourshareholders.As a“controlled company,”we are permitted to elect not to complywith certain corporate
303、 governance requirements.We do not plan to rely on theseexemptions,but we may elect to do so after we complete this offering.11Table of ContentsImpact of COVID-19Since late December 2019,the outbreak of a novel strain of coronavirus,laternamed COVID-19,spread rapidly throughout China and later to th
304、e rest of the world.On January 30,2020,the International 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
305、 the globe to impose a series ofmeasures intended to contain its spread,including border closures,travel bans,quarantine measures,social distancing,and restrictions on business operations andlarge gatherings.While the spread of COVID-19 was substantially controlled in2021,several variants of COVID-1
306、9 have emerged in different parts of the world andrestrictions were re-imposed from time to time in certain cities to combat sporadicoutbreaks.For instance,in early 2022,there was an uptick in cases in Shanghai,China,caused by the highly contagious Omicron variant and the city was underlockdown for
307、over six weeks.The outbreak in Shanghai spread to many otherprovinces and cities in China,where the contract manufacturers we use to produceall of our products are located.Travel restrictions and other limitations wereimposed in various places across China in response to these new cases.Given therap
308、idly expanding nature of the COVID-19 pandemic,we believe that COVID-19 hasimpacted and will likely continue to impact our business,results of operations,and financial condition.The COVID-19 pandemic has caused companies such as ours,as well as ourbusiness partners,to implement temporary adjustments
309、 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 employees.If any of our
310、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 severely affected by theC
311、OVID-19 pandemic.Due to the instability of global financial markets and othereconomic and financial challenges brought about by COVID-19,our businesses andclients have been adversely affected by travel restrictions preventing travel fromand to Hong Kong.More broadly,the COVID-19 pandemic threatens g
312、lobal economiesand has caused significant market volatility and declines in general economicactivities.This may have severely dampened the confidence in global markets andpotential clients.Furthermore,our business may be adversely affected if concerns relating toCOVID-19 continue to restrict travel,
313、or result in the Companys personnel,vendorsand services providers being unavailable to pursue their business objectives freeof COVID-19 related restrictions.The extent to which COVID-19 impacts our businessin the future will depend on future developments,which are highly uncertain andcannot be predi
314、cted,including new information which may emerge concerning theseverity of COVID-19 and the actions to contain COVID-19 or treat its impact,amongothers.If the disruptions posed by COVID-19 or other matters of global concerncontinue for an extended period of time,our ability to pursue our businessobje
315、ctives may be materially adversely affected.In addition,our ability to raiseequity and debt financing which may be adversely impacted by COVID-19 and otherevents,including as a result of increased market volatility,decreased marketliquidity and third-party financing being unavailable on terms accept
316、able to us orat all.Any future impact on our results of operations will depend on,to a largeextent,future developments and new information that may emerge regarding theduration and severity of the COVID-19 pandemic and the actions taken by governmentauthorities and other entities to contain the spre
317、ad or treat its impact,almostall of which are beyond our control.Given the general slowdown in economicconditions globally,volatility in the capital markets as well as the generalnegative impact of the COVID-19 pandemic on the apparel solutions services market,we cannot assure you that we will be ab
318、le to maintain the growth rate we haveexperienced or projected.We will continue to closely monitor the situationthroughout 2023 and beyond.Corporate InformationOur principal executive office is located at 10/F,Seaview Centre,No.139-141Hoi Bun Road,Kwun Tong,Kowloon,Hong Kong.Our telephone number is(
319、+852)27988639.Our registered office in the Cayman Islands is located at the office ofOsiris International Cayman Limited,Suite#4-210,Governors Square,23 Lime TreeBay Avenue,PO Box 32311,Grand Cayman KY1-1209,Cayman Islands.Our agent for service of process in the United States is Cogency Global Inc.,
320、located at 122 East 42nd Street,18th Floor New York,NY 10168.Our website islocated at http:/www.neo-.Information contained on,or that can be accessedthrough,our website is not a part of,and shall not be incorporated by referenceinto,this prospectus.12Table of ContentsThe Offering(1)Below is a summar
321、y of the terms of the offering.Issuer:Neo-Concept International Group HoldingsLimitedSecurities being offered by us:2,000,000Ordinary Shares.Securities being offered by the SellingShareholder:2,000,000 Ordinary SharesOffering price:We estimate the initial public offeringprice will be between US$4.00
322、 andUS$5.00 per Ordinary Share.NumberofOrdinarySharesoutstandingpriortothisoffering:18,000,000 Ordinary Shares.Number of Ordinary Shares outstandingafter this offering:20,000,000 Ordinary Shares assuming noexercise of the over-allotment option.20,300,000 Ordinary Shares assuming fullexercise of the
323、over-allotment option.Over-allotment option:We have granted the underwriter the rightto purchase up to 300,000 additionalOrdinary Shares from us at the publicoffering price less the underwritingdiscount within 45days from the closingdate to cover over-allotments.Use of proceeds:Based upon an initial
324、 public offeringprice of US$4.50 per Ordinary Share(themidpoint of the price range set forth onthe cover page of this prospectus),we estimate that we will receive netproceeds from this offering,afterdeducting the estimated underwritingdiscounts,non-accountable expenseallowance and the estimated offe
325、ringexpenses payable by us,of approximatelyUS$if theunderwriter does not exercise its over-allotment option,andUS$if theunderwriter exercise its over-allotmentoption in full,after deducting the underwritingdiscounts,non-accountable expenseallowance and estimated offering expensespayable by us.We pla
326、n to use the net proceeds of thisWe plan to use the net proceeds of thisoffering primarily for developing newproducts with sustainable materials andprocess,for broadening our customer base,for potential acquisition of companiesand/or formation of joint ventures,and tofund the working capital of our
327、existingoperation and for other general corporatepurposes.For more information,see“Use ofProceeds”on page 47.Lock-up:All of our directors,officers,andprincipal shareholders(defined as ownersof 5%or more of our Ordinary Shares)haveagreed with the underwriter,subject tocertain exceptions,not to offer,
328、issue,sell,transfer,contract to sell,encumber,grant any option for the sale ofor otherwise dispose of,directly orindirectly,any of our Ordinary Shares fora period of 180 days commencing on thedate of this prospectus.See“SharesEligible for Future Sale”and“Underwriting”for more information.Listing:We
329、have applied to have our ordinaryshares listed on the Nasdaq CapitalMarket.At this time,Nasdaq has not yetapproved our application to list ourordinary shares.The closing of thisoffering is conditioned upon Nasdaqsfinal approval of our listing application,and there is no guarantee or assurancethat ou
330、r ordinary shares will be approvedfor listing on Nasdaq.Proposed Nasdaq Symbol:“NCI”Transfer Agent:VStock Transfer,LLCRisk factors:Investing in our Ordinary Shares ishighly speculative and involves ahigh degree of risk.As an investor youshould be able to bear a complete loss ofyour investment.You sh
331、ould carefullyconsider the information set forth in the“Risk Factors”section beginning on page14._(1)Unless otherwise indicated,all information contained in this prospectus assumes noexercise of the underwriters over-allotment option and is based on 18,000,000 OrdinaryShares outstanding as of the da
332、te of this prospectus.13Table of ContentsRISK FACTORSAn investment in our Ordinary Shares involves a high degree of risk.You shouldcarefully consider the following information about these risks,together with theother information appearing elsewhere in this prospectus,including the sectiontitled“Mana
333、gements Discussion and Analysis of Financial Condition and Results ofOperation”and our consolidated financial statements and related notes,beforedeciding to invest in our Ordinary Shares.The occurrence of any of the followingrisks could have a material adverse effect on our business,financial condition,results of operations and future growth prospects.In these circumstances,thetrading price of our