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1、F-1 1 ea0200064-05.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on March 28,2024Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_Reitar Logtech Holdings Limited(
2、Exact name of registrant as specified in its charter)_Cayman Islands 6510 Not Applicable(State or OtherJurisdiction ofIncorporation orOrganization)(Primary StandardIndustrialClassification CodeNumber)(I.R.S.EmployerIdentification Number)c/o Unit 801,8th Floor,Tower 2,The Quayside,77 Hoi Bun RoadKwun
3、 Tong,Kowloon,HongKong+852 2554 5666(Address,including zip code,and telephone number,including area code,ofregistrants principal executive offices)_Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(212)221-0102(Name,address,including zip code,and telephone number,including areacode
4、,of agent for service)_Copies to:Louise L.Liu,Esq.William Ho,Esq.Morgan,Lewis&Bockius19th Floor,Edinburgh TowerThe Landmark15 Queens Road CentralHongKong SARTel.:+852 3551 8500Fax:+852 3006 4346 Ross D.Carmel,Esq.Barry P.Biggar,Esq.Sichenzia Ross Ference Carmel LLP1185 Avenue of the Americas,31stflo
5、orNew York,NY 10036Tel.:+1 212-930-9700Fax:+1 212-930-9725_Approximate date of commencement of proposed sale to the public:As soon aspracticable after the effective date of this registration statementIf any of the securities being registered on this Form are to be offered on a delayed orcontinuous b
6、asis pursuant to Rule415 under the Securities Actof1933,check the following box.If this Form is filed to register additional securities for an offering pursuant toRule462(b)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effect
7、ive registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(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 th
8、is Form is a post-effective amendment filed pursuant to Rule462(d)under theSecurities Act,check the following box and list the Securities Act registration statement number ofthe earliest effective registration statement for the same offering.Indicate by check mark whether the registrant is an emergi
9、ng growth company as defined inRule405 of the Securities Actof1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance withU.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with
10、any new or revised financial accounting standards provided pursuant toSection7(a)(2)(B)of the Securities Act._The term“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April5,2012.The Re
11、gistrant hereby amends this registration statement on such date or dates asmay be necessary to delay its effective date until the Registrant shall file afurther amendment which specifically states that this Registration Statement shallthereafter become effective in accordance with Section8(a)of the
12、SecuritiesActof1933,as amended or until the registration statement shall become effectiveon such date as the Securities and Exchange Commission,acting pursuant to suchSection8(a),may determine.Table of ContentsEXPLANATORY NOTEThis registration statement contains two prospectuses,as set forth below.P
13、ublic offering prospectus.A prospectus to be used for the initial publicoffering by us of 2,500,000 of our ClassA ordinary shares(the“IPO”),orthe public offering prospectus,through the underwriters named in the“Underwriting”section of the public offering prospectus.Resale prospectus.A prospectus to
14、be used for the potential resale by ourexisting shareholders,Smart Logtech Holdings Limited,Universe PalaceLimited and Mr.Ka Wai Ng,(collectively,the Resale Shareholders)of1,600,000,1,200,000 and 1,600,000,respectively,of our ClassAordinary shares.The resale prospectus is substantively identical to
15、the public offeringprospectus,except for the following principal points:they contain different front covers;all references in the public offering prospectus to“this offering”willbe changed to“the IPO,”defined as the underwritten initial publicoffering of our ordinary shares,in the resale prospectus;
16、all references in the public offering prospectus to“underwriters”will bechanged to“underwriters of the IPO”in the resale prospectus;they contain different“Use of Proceeds”sections;a“Resale Shareholders”section is included in the resale prospectus;they contain different“The Offering”sections;the sect
17、ion“Shares Eligible for Future SaleResale Prospectus”fromthe public offering prospectus is deleted from the resale prospectus;the“Underwriting”section from the public offering prospectus is deletedfrom the resale prospectus and a“Plan of Distribution”section isinserted in its place;the“Legal Matters
18、”section in the resale prospectus deletes the referenceto counsel for the underwriters;andthey contain different back covers.The registrant has included in this registration statement a set of alternatepages after the back cover page of the public offering prospectus,or the AlternatePages,to reflect
19、 the foregoing differences in the resale prospectus as compared tothe public offering prospectus.The public offering prospectus will exclude theAlternate Pages and will be used for the public offering by the registrant.Theresale prospectus will be substantively identical to the public offering prosp
20、ectusexcept for the addition or substitution of the Alternate Pages and will be used forthe resale offering by the Resale Shareholders.Table of ContentsThe information in this preliminary prospectus is not complete and may bechanged.We may not sell these securities until the registration statementfi
21、led with the Securities and Exchange Commission is effective.Thispreliminary prospectus is not an offer to sell these securities and it isnot soliciting an offer to buy these securities in any jurisdiction wheresuch offer or sale is not permitted.SUBJECT TO COMPLETIONPRELIMINARY PROSPECTUS DATED,202
22、4Reitar Logtech Holdings Limited2,500,000 Class A Ordinary SharesThis is the initial public offering of Class A ordinary shares,par value of US$0.0001 pershare,of Reitar Logtech Holdings Limited,or the Company.We are offering 2,500,000 Class Aordinary shares.Existing shareholders of the Company(the“
23、Resale Shareholders”)are offering anadditional 4,400,000 Class A ordinary shares.We will not receive any of the proceeds from thesale of the Class A ordinary shares by the Resale Shareholders.Prior to this offering,there has been no public market for our Class A ordinary shares.Weanticipate that the
24、 initial public offering price of our Class A ordinary shares will be betweenUS$4.00 and US$5.00 per share.We have applied for the listing of our Class A ordinary shares on the Nasdaq Capital Market,or Nasdaq,under the symbol“RITR.”Immediately prior to the completion of this offering,we will have 40
25、,000,000 Class Aordinary shares and 20,000,000 ClassB ordinary shares issued and outstanding.Holders of Class Aordinary shares and Class B ordinary shares have the same rights except for voting and conversionrights.Each Class A ordinary share is entitled to one vote.Each Class B ordinary share is en
26、titledto fifteen votes,and is convertible into one Class A ordinary share at any time at the option ofthe holder thereof.Class A ordinary shares are not convertible into Class B ordinary shares underany circumstances.We will not be considered a“controlled company”under Nasdaq corporategovernance rul
27、es as we do not currently expect that more than 50%of our voting power will be heldby an individual,a group or another company immediately following the completion of this offering.We are an“emerging growth company”as defined in the Jumpstart Our Business StartupsActof2012,as amended,and are eligibl
28、e for reduced public company reporting requirements.We are a holding company incorporated in the Cayman Islands without any operations of its own.We conduct our operations in HongKong through our operating subsidiaries.The Class A ordinaryshares offered in this offering are shares of Reitar Logtech
29、Holdings Limited,a Cayman Islandsholding company,instead of shares of our operating subsidiaries.Investors in this offering willnot directly hold equity interest in our operating subsidiaries.This structure involves uniquerisks to investors.For detailed risks associated with our corporate structure,
30、see“Risk Factors”beginning on page 16 of this prospectus for a discussion of risks facing our Company and theoffering as a result of this structure.Cash is transferred through our organization in the following manner:(i)fund may betransferred from our Cayman Islands holding company to our operating
31、subsidiaries in HongKongthrough our British Virgin Islands,or BVI,subsidiaries in the form of capital contributions orshareholder loans,as the case may be;and(ii)dividends or other distributions may be paid by ouroperating subsidiaries in HongKong to the Company through our BVI subsidiaries.In theye
32、arsended March31,2021,2022 and 2023 and up to the date of this prospectus,no transfer of cash orother types of assets has been made between our Cayman Islands holding company and its subsidiaries.Our Cayman Islands holding company has not declared or made any dividend or other distribution toits sha
33、reholders,including U.S.investors,in the past,nor have any dividends or distributionsbeen made by our subsidiaries to our Cayman Islands holding company.Kamui Cold Chain Engineering&Service Limited,one of our operating subsidiaries in HongKong,declared interim dividends to itsthen shareholder of HK$
34、8,000,000(US$1,021,711)in cash and HK$13,960,000(US$1,782,317),of whichHK$10,700,000(US$1,366,103)was settled in cash and HK$3,260,000(US$416,215)was set off throughreduction in amount due from such shareholder,on January5,2021 and May10,2021,respectively.U.S.investors will not be subject to Cayman
35、Islands,HongKong,or BVI taxation on dividenddistributions,and no withholding will be required on the payment of dividends or distributions tothem while they may be subject to U.S.federal income tax.See“Prospectus SummaryTransfersof Cash to and from Our Subsidiaries”and“Dividend Policy.”Our operating
36、 subsidiaries are incorporated under the laws of Hong Kong and conductsubstantially all of our business operations in Hong Kong.We and our subsidiaries face variouslegal and operational risks and uncertainties such as unfavorable financial and economic conditionsin Hong Kong,any potential violations
37、 of applicable Hong Kong laws and regulations,andfluctuations in exchange rates between the Hong Kong dollar and the U.S.dollar,which may result ina material adverse change in our results of operations and the value of our shares.See“RiskFactors Risks Relating to Our Business and Industry”beginning
38、on page 16 of this prospectus.Weare not governed by PRC laws in our day-to-day operations.While we do not have any materialoperation or maintain any office or personnel in mainland China,nor do we have any variableinterest entity structure in place,we may still face legal and operational risks and u
39、ncertaintiesassociated with evolving PRC laws.The PRC government may implement some PRC laws in Hong Kong andexercise significant influence and intervention over business activities in Hong Kong,including ouroperations.Any failure to comply with applicable PRC laws and regulations could significantl
40、y limitor completely hinder our ability to offer or continue to offer our shares to investors and cause thevalue of our shares to significantly decline or be worthless.See“Risk Factors Risks Relatingto Doing Business in the Jurisdictions in which Our Operating Subsidiaries Operate”beginning onpage 3
41、5 of this prospectus.We are aware that recently,the PRC government initiated a series ofregulatory actions and statements to regulate business operations in mainland China with littleadvance notice,including cracking down on illegal activities in the securities market,enhancingsupervision over mainl
42、and China-based companies listed overseas using a variable interest entitystructure,adopting new measures to extend the scope of regulatory review of cybersecurity and dataprotection,and strengthening anti-monopoly enforcement.If any of these recent statements andregulatory actions by the PRC govern
43、ment become applicable to our subsidiaries,it may impact ourability to conduct business,accept foreign investments or list on a U.S.or other foreign exchange.For example,if the recent regulatory actions of the PRC government on data security or other data-related laws and regulations were to apply t
44、o us and/or our subsidiaries,we and/or our subsidiariescould become subject to certain Table of Contentscybersecurity and data privacy obligations,including the potential requirement to conduct acybersecurity review for our public offerings on a foreign stock exchange,and failure to meet suchobligat
45、ions could result in penalties and other regulatory actions against us and/or oursubsidiaries and may materially and adversely affect our subsidiaries ability to conduct business,our results of operations and the value of our shares.Our Class A ordinary shares may be prohibited from trading on a nat
46、ional exchange under theHolding Foreign Companies Accountable Act,or the HFCA Act,if the Public Company AccountingOversight Board,or the PCAOB,is unable to inspect our auditors for two consecutiveyears.Ourauditor,which is based in California,is currently subject to inspection by the PCAOB at leastev
47、ery two years.On December16,2021,the PCAOB issued a report on its determinations that it isunable to inspect or investigate completely PCAOB-registered public accounting firms headquarteredin mainland China and in HongKong because of positions taken by PRC authorities in thosejurisdictions(the“2021
48、Determinations”).In December 2022,the PCAOB decided to vacate the 2021Determinations because it determined that,after conducting inspections and investigations ofmainland China and Hong Kong firms in 2022 under a new comprehensive agreement with the PRC andconsistent with the PCAOBs usual practice,t
49、he current facts and circumstances indicate that(1)in 2022,the PCAOB has been able to conduct inspections and investigations completely;and(2)thePRC has not taken a position to restrict PCAOB access or otherwise impair its ability to conduct itsplanned inspections and investigations in 2022.However,
50、we cannot assure you that in the future thePCAOB will continue to be able to inspect PCAOB-registered public accounting firms in mainland Chinaor Hong Kong or that we will not be identified by the SEC under the HFCA Act as an issuer that hasretained an auditor that the PCAOB determines it is unable
51、to inspect or investigate completelybecause of a position taken by an authority in that foreign jurisdiction.In addition,there can beno assurance that,if we have a“non-inspection”year,we will be able to take any remedialmeasures.If any such event were to occur,trading in our securities could in the
52、future beprohibited under the HFCA Act and,as a result,we cannot assure you that we will be able tomaintain the listing of the Class A ordinary shares on Nasdaq or that you will be allowed to tradethe Class A ordinary shares in the UnitedStates on the“over-the-counter”markets or otherwise.Should the
53、 Class A ordinary shares become not listed or tradeable in the UnitedStates,the valueof the Class A ordinary shares could be materially affected.See“Risk FactorsRisks Relatingto Our Class A Ordinary Shares and This Offering”beginning on page 41 of this prospectus.Neither the UnitedStates Securities
54、and Exchange Commission nor any statesecurities commission has approved or disapproved of these securities or passed uponthe accuracy or adequacy of this prospectus.Any representation to the contrary is acriminal offense.PerClass Aordinaryshare TotalInitial public offering price US$4.50 US$11,250,00
55、0Underwriting discount and commissions(1)US$0.27 US$675,000Proceeds,before expenses,to us US$4.23 US$10,575,000_(1)For a description of compensation payable to the underwriters,see“Underwriting.”The underwriters have an option to purchase up to an aggregate of 15%additional Class Aordinary shares fr
56、om us at the initial public offering price,less underwriting discounts andcommissions.The underwriters expect to deliver the Class A ordinary shares against payment inU.S.dollars,on or about,2024.Univest Securities,LLCProspectus dated,2024 Table of ContentsTABLE OF CONTENTS PageProspectus Summary 1T
57、he Offering 10Summary Consolidated Financial and Operating Data 12Risk Factors 16Special NoteRegarding Forward-Looking Statements and Industry Data 50Use of Proceeds 51Dividend Policy 52Capitalization 53Dilution 54Enforceability of Civil Liabilities 56Corporate History and Structure 58Selected Conso
58、lidated Financial and Operating Data 60Managements Discussion and Analysis of Financial Condition and Results ofOperations 63Industry Overview 90Business 95Regulation 107Management 113Principal Shareholders 120Related Party Transactions 122Description of Share Capital 125Shares Eligible for Future S
59、ale 140Taxation 142Underwriting 147Expenses Relating to this Offering 152Legal Matters 153Experts 153Where You Can Find More Information 153Index to Consolidated Financial Statements F-1You should rely only on the information contained in this prospectus or in anyrelated free writing prospectus that
60、 we filed with the Securities and ExchangeCommission.We have not authorized anyone to provide any information other than thatcontained in this prospectus or in any free writing prospectus prepared by or on ourbehalf or to which we have referred you.We take no responsibility for,and canprovide no ass
61、urance as to the reliability of,any other information that others maygive you.We are offering to sell,and seeking offers to buy,the Class A ordinaryshares only in jurisdictions where such offers and sales are permitted.Theinformation contained in this prospectus is accurate only as of the date of th
62、isprospectus,regardless of the time of delivery of this prospectus or the sale of anyClass A ordinary share.We have not taken any action to permit a public offering of our Class A ordinaryshares outside the UnitedStates or to permit the possession or distribution of thisprospectus outside the United
63、States.Persons outside the UnitedStates who cameinto possession of this prospectus must inform themselves about and observe anyrestrictions relating to the offering of our Class A ordinary shares and thedistribution of this prospectus outside of the UnitedStates.Until,2024(the 25thday after the date
64、 of this prospectus),all dealers that buy,sell,or trade the Class A ordinary share,whether ornot participating in this offering,may be required to deliver aprospectus.This is in addition to the obligation of dealers to deliver aprospectus when acting as underwriters and with respect to their unsolda
65、llotments or subscriptions.iTable of ContentsConventions That Apply to This ProspectusExcept otherwise indicated or the context otherwise requires,references in thisprospectus to:“CAGR”are to compound average growth rate;“Class A ordinary shares”are to our class A ordinary shares,par valueUS$0.0001
66、per share immediately prior to the completion of this offering;“Class B ordinary shares”are to our class B ordinary shares,par valueUS$0.0001 per share immediately prior to the completion of this offering;“HK$”and“HongKong dollars”are to the official currency ofHongKong;“HongKong”are to the HongKong
67、 Special Administrative Region of thePeoples Republic of China;“Kamui Group”are to Kamui Logistics Automation System Limited,Kamui ColdChain Engineering&Service Limited and Kamui Construction&EngineeringGroup Limited;“mainland China”or the“PRC”are to the mainland of the PeoplesRepublic of China;“ord
68、inary shares”our existing ordinary shares of par value of US$0.0001per share,and immediately prior to the completion of this offering are toour Class A ordinary shares and Class B ordinary shares;“Reitar Group”are to Reitar Logtech Group Limited,Reitar Cold ChainLimited,Reitar Properties Leasing Lim
69、ited,Reithub Consulting Limited andReitar Asset Management Limited;“RMB”are to the legal currency of the Peoples Republic of China;“US$”and“U.S.dollars”are to the legal currency of theUnitedStates;“U.S.GAAP”are to generally accepted accounting principles in theUnitedStates;and“we,”“us,”“the Group”an
70、d“our”are to Reitar Logtech HoldingsLimited,a Cayman Islands company,and its subsidiaries.Our reporting currency is HongKong dollars.This prospectus containstranslations from HongKong dollars to U.S.dollars solely for the convenience ofthe reader.Unless otherwise stated,the exchange rate used for co
71、nversion of HongKong dollars into U.S.dollars for financial figures for the year ended and as ofMarch 31,2023 is US$1=HK$7.8499,as published in H.10 statistical release of theUnited States Federal Reserve Board on March 31,2023,and the exchange rate used forconversion of Hong Kong dollars into U.S.d
72、ollars for financial figures for the sixmonths ended and as of September 30,2023 is US$1=HK$7.8308,as published in H.10statistical release of the United States Federal Reserve Board on September 29,2023.We make no representation that the HongKong dollars or U.S.dollar amounts referredto in this pros
73、pectus could have been or could be converted into U.S.dollars orHongKong dollars,as the case may be,at any particular rate or at all.Internet site addresses in this prospectus are included for reference only andthe information contained in any website,including our website,is not incorporatedby refe
74、rence into,and does not form part of,this prospectus.iiTable of ContentsPROSPECTUS SUMMARYThis summary highlights selected information appearing elsewhere in thisprospectus and does not contain all of the information that you should consider inmaking your investment decision.You should carefully rea
75、d this entire prospectus,including the“Risk Factors”section and“Managements Discussion and Analysisof Financial Condition and Results of Operations”section and the financialstatements and the related notes,before deciding whether to invest in our ordinaryshares.OverviewWe provide comprehensive logis
76、tics solutions by connecting capital partners,logistics operators,and our innovative integration and application of logisticstechnologies through our end-to-end logistics solution business model.Our businessprimarily consists of two segments:(i)asset management and professionalconsultancy services,a
77、nd(ii)construction management and engineering designservices.For logistics operators such as third-party logistics companies,or 3PLs,weprovide one-stop logistics solutions whereby we procure capital partners to investin logistics property development and redevelopment projects,provide support for3PL
78、 customers in their bidding for commercial and government tender projects,helpcustomers obtain relevant licenses for their planned logistics operations,andprovide consulting services for customers to determine their strategies and overalllogistics plans.We also act as the managing contractor to prov
79、ide projectmanagement services before and during construction work in logistics propertydevelopment projects,aiming to provide a turnkey solution to our customers.Ourone-stop business model allows us to understand customers needs in all aspects oftheir workflow,provide solutions at each stage that f
80、it into the overall plan,lower their operating costs through centrally managed work process,utilize ourrelationship network to assist customers in their business,and optimize theoverall logistics operations for our customers.For capital partners investing in our projects such as logistics propertyfu
81、nds,we provide comprehensive asset management and project management serviceswhereby we source suitable properties for development or conversion into logisticsassets including automated warehouses,cold stores,e-commerce fulfillment anddistribution centers and logistics parks,maximize the asset value
82、 through assetenhancement by applying logistics technologies,and find suitable logisticsoperators or users of the value-added logistics facilities under our management.As one of the first movers into the property+logistics technology,or PLT,solution industry in Hong Kong,we have been operating in th
83、e logistics solutionmarket since 2015 and two of our co-founders and directors have been working inthis sector for over 20 years.We provide PLT solutions through Reitar Group,andconstruction management and engineering design services through Kamui Group.In thesecond half of 2022,we underwent a corpo
84、rate reorganization whereby our Companyacquired Kamui Group and Reitar Group.Over years of experience working in thelogistics sector,we have gained in-depth professional expertise and developedstrong connections with upstream and downstream players in the industry,includinginvestment funds,landowner
85、s,both local and international 3PLs,suppliers,andequipment manufacturers.Our know-how relating to our customers operations whichwas obtained through years of services represents a key competitive advantage forus.The logistics service market in Hong Kong is dominated by a limited number ofkey 3PL ope
86、rators,and we have built close business relationships with some ofthem.As a result,we relied on a small number of customers for the majority of ourtotal revenue for the years ended March 31,2021,2022 and 2023 and the six monthsended September 30,2023.Our leading market position,one-stop service busi
87、ness model,first-moveradvantage,in-depth know-how and well-established customer base have enabled us togenerate significant growth.For theyears ended March31,2021,2022 and 2023,our revenue was HK$73.0million,HK$144.2million and HK$84.5 million(US$10.8million),and our net income was HK$4.5million,HK$
88、19.2million and HK$63.6million(US$8.1 million),respectively.For the six months ended September 30,2022and 2023,our revenue was HK$45.8 million and HK$73.7 million(US$9.4 million),andour net income was HK$3.3 million and HK$3.3 million(approximately US$421,000),respectively.Our Competitive StrengthsW
89、e believe that the following competitive strengths have contributed to oursuccess to date and will continue to distinguish us from our competitors:We are well-positioned to capture the significant growth potential in thelogistics solution industry.Our business model of providing end-to-end logistics
90、 solutionsdistinguishes us from our competitors.1Table of ContentsOur first-mover advantage enables us to establish and maintain our leadingmarket position.Our know-how allows us to sustainably provide efficient solutions tocustomers.We have a well-established customer base.We have an experienced se
91、nior management team with a proven track record.Our StrategiesWe intend to continue to grow our business and further strengthen our marketposition.Towards this goal,we intend to pursue the following strategies:Expand our resources and build state-of-the-art facilitiesBuild our in-house research and
92、development capabilitiesExpand the geographic coverage of our marketsBuild an e-commerce logistics parkSummary of Risk FactorsInvesting in our ordinary shares involves significant risks.You shouldcarefully consider all of the information in this prospectus before making aninvestment in our ordinary
93、shares.Below please find a summary of the significantrisks we face,organized under relevant headings.Importantly,this summary doesnot address all of the risks that we face.Please refer to the information underthe heading“Risk Factors”on page 16 of this prospectus for more discussion ofthe risks summ
94、arized here as well as other risks we face.Risks Relating to Our Business and IndustryRisks and uncertainties related to our business and industry include,but arenot limited to,the following.For more detailed discussion of these risks,see“Risk Factors Risks Relating to Our Business and Industry”from
95、 pages 16 to 35.Unfavorable financial market and economic conditions in Hong Kong,mainland China,and elsewhere in the world could materially and adverselyaffect our business,financial condition,and results of operations.Decreased availability or increased costs of key logistics and supplychain input
96、s,including third-party supplies of equipment and materialscould impact our cost of operations and our profitability across businesslines.If our customers are able to reduce their third-party logistics and supplychain costs or increase utilization of their internal solutions,ourbusiness and operatin
97、g results may be materially and adversely affected.Our business and rent-to-rent model require significant capitalexpenditure and inability to collect service fee from our customers in atimely manner or at all would materially and adversely affect ourbusiness,results of operations,financial conditio
98、n and growth prospects.We have a long selling cycle to secure a new service agreement and a longimplementation cycle,which require significant investments of resources.We face risks and challenges associated with our cold chain logisticsservices,including environmental,health and safety issues and i
99、ncreasingcosts in developing the business.We may not be able to successfully identify,source and develop in atimely fashion additional warehouse properties.If we are unable to continue to innovate,meet evolving market trends,adapt to changing customer demands and maintain our culture of innovation,o
100、ur ability to sustain and grow our business may suffer.Fluctuations in exchange rates could have a material adverse effect on ourresults of operations and the value of your investment.If we or any of our service providers fail to obtain or maintain licenses,permits or approvals applicable to our bus
101、iness,it could materially andadversely affect our business and results of operations.2Table of ContentsRisks Relating to Doing Business in the Jurisdictions in which Our OperatingSubsidiaries OperateRisks and uncertainties related to our doing business in the jurisdictions inwhich our operating subs
102、idiaries operate include,but are not limited to,thefollowing.For more detailed discussion of these risks,see“Risk Factors RisksRelating to Doing Business in the Jurisdictions in which Our Operating SubsidiariesOperate”from pages 35 to 41.All of our operations are in Hong Kong.However,due to the long
103、 armapplication of the current PRC laws and regulations,the PRC governmentmay exercise significant direct oversight and discretion over the conductof our business and may intervene or influence our operations,which couldresult in a material change in our operations and/or the value of ourordinary sh
104、ares.Our operating subsidiaries in Hong Kong may be subject tolaws and regulations of the PRC,which may impair our ability to operateprofitably and result in a material negative impact on our operationsand/or the value of our ordinary shares.Furthermore,the changes in thepolicies,regulations,rules,a
105、nd the enforcement of laws of the PRC mayalso occur quickly with little advance notice and our assertions andbeliefs of the risk imposed by the PRC legal and regulatory system cannotbe certain.See page 35 of“Risk Factors Risks Related to DoingBusiness in the Jurisdictions in which Our Operating Subs
106、idiariesOperate”for further details.Our business,financial condition and results of operations,and/or thevalue of our ordinary shares or our ability to offer or continue to offersecurities to investors may be materially and adversely affected byexisting or future laws and regulations of the PRC whic
107、h may becomeapplicable to HongKong and thus to company such as us.See page 36 of“Risk Factors Risks Related to Doing Business in the Jurisdictions inwhich Our Operating Subsidiaries Operate”for further details.The Hong Kong legal system embodies uncertainties which could limit thelegal protections a
108、vailable to the operating subsidiaries.See page 37 of“Risk Factors Risks Related to Doing Business in the Jurisdictions inwhich Our Operating Subsidiaries Operate”for further details.Changes in the economic,political,or social conditions or governmentpolicies of Hong Kong and mainland China could ha
109、ve a material adverseeffect on our business and operations.See page 37 of“Risk Factors Risks Related to Doing Business in the Jurisdictions in which OurOperating Subsidiaries Operate”for further details.If our operating subsidiaries become subject to a variety of PRC laws andother regulations regard
110、ing data security or securities offerings that areconducted overseas and/or other foreign investment in China-based issuers,any failure to comply with applicable laws and regulations could have amaterial and adverse effect on our business,financial condition andresults of operations and may hinder o
111、ur ability to offer or continue tooffer shares to investors and cause the value of our shares tosignificantly decline or be worthless.See page 38 of“Risk Factors Risks Related to Doing Business in the Jurisdictions in which OurOperating Subsidiaries Operate”for further details.Changes in the politic
112、al and economic policies of the Chinese governmentor in relations between China and the United States may materially andadversely affect our business,financial condition,results of operationsand the market price of our shares.See page 39 of“Risk Factors RisksRelated to Doing Business in the Jurisdic
113、tions in which Our OperatingSubsidiaries Operate”for further details.Changes in U.S.and Chinese regulations may adversely impact our business,our operating results,our ability to raise capital and the market priceof our shares.See page 40 of“Risk Factors Risks Related to DoingBusiness in the Jurisdi
114、ctions in which Our Operating SubsidiariesOperate”for further details.Recent negative publicity surrounding China-based companies listed in theUnited States may negatively impact the trading price of our shares.Seepage 40 of“Risk Factors Risks Related to Doing Business in theJurisdictions in which O
115、ur Operating Subsidiaries Operate”for furtherdetails.Risks Relating to Our Ordinary Shares and This OfferingRisks and uncertainties related to our ordinary shares and this offeringinclude,but are not limited to,the following.For more detailed discussion ofthese risks,see“Risk Factors Risks Relating
116、to Our Ordinary Shares and ThisOffering”from pages 41 to 49.You may face difficulties in protecting your interests,and your abilityto protect your rights through U.S.courts may be limited,because we areincorporated in the Cayman Islands.As a company incorporated in the Cayman Islands,we are permitte
117、d to adoptcertain home country practices in relation to corporate governance mattersthat differ significantly from the Nasdaq listing standards;thesepractices may afford less protection to shareholders than they would enjoyif we complied fully with the Nasdaq listing standards.3Table of ContentsOur
118、dual-class voting structure will limit your ability to influencecorporate matters and could discourage others from pursuing any change ofcontrol transactions that holders of our Class A ordinary shares may viewas beneficial.The dual-class structure of our ordinary shares may adversely affect thetrad
119、ing market for our Class A ordinary shares.We rely on dividends and other distributions on equity paid by theoperating subsidiaries to fund any cash and financing requirements we mayhave,and any limitation on the ability of the operating subsidiaries tomake payments to us could have a material adver
120、se effect on our ability toconduct our business.Corporate History and StructureWe conduct our operations in HongKong through our operating subsidiariesincorporated under the laws of HongKong.In this offering,investors will bepurchasing our ordinary shares issued by our Cayman Islands holding company
121、,ReitarLogtech Holdings Limited,which is the ultimate owner of 100%equity interest inour operating subsidiaries in HongKong.Our Cayman Islands holding company doesnot conduct business except for its holding of the operating subsidiaries inHongKong.As one of the first movers into the PLT solution ind
122、ustry in HongKong,we have been operating in the logistics solution market since 2015 and two of ourco-founders and directors have been working in this sector for over 20years.With the growth of our business and in order to facilitate internationalcapital raising,we underwent an offshore reorganizati
123、on in the second half of2022.Reitar Logtech Holdings Limited was incorporated in the Cayman Islands withlimited liability as our offshore holding company in September 2022.In November2022,our Company acquired 100%equity interest in Reitar Logtech EngineeringLimited and Reitar Capital Partners Limite
124、d,BVI companies that own 100%equityinterest,respectively,in Kamui Development Group Limited and Reitar Logtech GroupLimited,which are Hong Kong companies that hold our Hong Kong operatingsubsidiaries.For details,see“Corporate History and Structure”in thisprospectus.This acquisition was deemed a reca
125、pitalization of the Company andReitar Logtech Engineering Limited under common control and,as a result,theresults of operations of Kamui Development Group Limited as of and for the threeyears ended March 31,2021,2022 and 2023 have been reflected in our consolidatedfinancial statements.The results of
126、 operations of Reitar Logtech Group Limited arepresented separately elsewhere in this prospectus but not included in ourconsolidated financial statements because our Companys acquisition of its parentcompany,Reitar Capital Partners Limited,occurred after March 31,2022 and therewas no common control
127、between the two companies.Our Corporate StructureThe chart below illustrates our corporate structure as of the date of thisprospectus:4Table of ContentsFor a more detailed description of our history and a diagram that illustratesour current corporate structure as of the date of this prospectus,see“C
128、orporateHistory and Structure.”Holding Company StructureReitar Logtech Holdings Limited is a holding company incorporated in the CaymanIslands with no material operations of its own.We conduct our operations primarilyin HongKong through our operating subsidiaries in HongKong.The Class A ordinaryshar
129、es offered in this offering are shares of the Cayman Islands holding company,instead of shares of our operating subsidiaries in HongKong.Investors in ourordinary shares should be aware that they may never directly hold equity interestin our operating subsidiaries in HongKong.As a result of our corpo
130、rate structure,our ability to pay dividends to ourshareholders depends upon dividends paid by our HongKong operating subsidiariesthrough our BVI subsidiaries.If our existing HongKong operating subsidiaries orany newly formed ones incur debt on their own behalf in the future,the instrumentsgoverning
131、their debt may restrict their ability to pay dividends to us.Transfers of Cash to and from Our SubsidiariesReitar Logtech Holdings Limited is permitted under the laws of the CaymanIslands to provide funding to our subsidiaries incorporated in the British VirginIslands and HongKong through loans or c
132、apital contributions without restrictionson the amount of the funds.Our subsidiaries are permitted under the respectivelaws of the British Virgin Islands and HongKong to provide funding to ReitarLogtech Holdings Limited through dividend distribution without restrictions on theamount of the funds.Sub
133、ject to the Companies Act(Revised)of the Cayman Islands,or the Companies Act,and our Memorandum and Articles of Association,our board ofdirectors may authorize and declare a dividend to shareholders from time to timeout of the profits from the Company,realized or unrealized,or out of the sharepremiu
134、m account,provided that the Company will remain solvent immediatelyfollowing the date on which the dividend is proposed to be paid,meaning theCompany is able to pay its debts as they come due in the ordinary course of itsbusiness.There is no further Cayman Islands statutory restriction on the amount
135、 offunds which may be distributed by us in the form of dividends.Under the current practice of the Inland Revenue Department of HongKong,notax is payable in HongKong in respect of dividends paid by us.The laws andregulations of the PRC do not currently have any material impact on the transfer ofcash
136、 from Reitar Logtech Holdings Limited to our operating subsidiaries inHongKong or from our operating subsidiaries in HongKong to Reitar LogtechHoldings Limited.There are no restrictions or limitations under the laws ofHongKong imposed on the conversion of HongKong dollars into foreign currenciesand
137、the remittance of currencies out of HongKong,nor is there any restriction onany foreign exchange to transfer cash between Reitar Logtech Holdings Limited andits subsidiaries,across borders and to U.S.investors,nor there is anyrestrictions and limitations to distribute earnings from the subsidiaries
138、to ReitarLogtech Holdings Limited and U.S.investors and amounts owed.Cash is transferred through our organization in the following manner:(i)fundmay be transferred from our Cayman Islands holding company to our operatingsubsidiaries in HongKong through our BVI subsidiaries in the form of capitalcont
139、ributions or shareholder loans,as the case may be;and(ii)dividends or otherdistributions may be paid by our operating subsidiaries in HongKong to the Companythrough our BVI subsidiaries.In theyears ended March31,2021,2022 and 2023 andup to the date of this prospectus,no transfer of cash or other typ
140、es of assets hasbeen made between our Cayman Islands holding company and subsidiaries.Our Cayman Islands holding company has not declared or made any dividend orother distribution to its shareholders,including U.S.investors,in the past,norhave any dividends or distributions been made by subsidiaries
141、 to our Cayman Islandsholding company.Kamui Cold Chain Engineering&Service Limited,one of ouroperating subsidiaries in Hong Kong,declared interim dividends to its thenshareholder of HK$8,000,000(US$1,021,711)in cash and HK$13,960,000(US$1,782,317),of which HK$10,700,000(US$1,366,103)was settled in c
142、ash andHK$3,260,000(US$416,215)was set off through reduction in amount due from suchshareholder,on January 5,2021 and May 10,2021,respectively.U.S.investors willnot be subject to Cayman Islands,HongKong,or British Virgin Islands taxation ondividend distributions,and no withholding will be required o
143、n the payment ofdividends or distributions to them while they may be subject to U.S.federal incometax.See“TaxationUnitedStates Federal Income Tax Considerations.”5Table of ContentsWe do not have any present plan to declare or pay any dividends on our ordinaryshares in the foreseeable future.We curre
144、ntly intend to retain all available fundsand future earnings,if any,for the operation and expansion of our business.Anyfuture determination related to our dividend policy will be made at the discretionof our board of directors after considering our financial condition,results ofoperations,capital re
145、quirements,contractual requirements,business prospects andother factors the board of directors deems relevant,and subject to therestrictions contained in any future financing instruments,in our Memorandum andArticles of Association and in the Companies Act.See“Dividend Policy”and“RiskFactorsRisks Re
146、lating to Our Ordinary Shares and This OfferingWe rely ondividends and other distributions on equity paid by the operating subsidiaries tofund any cash and financing requirements we may have,and any limitation on theability of the operating subsidiaries to make payments to us could have a materialad
147、verse effect on our ability to conduct our business.”For more information.Corporate InformationThe principal executive offices of our operating subsidiaries are located atc/o Unit 801,8th Floor,Tower 2,The Quayside,77 Hoi Bun Road,Kwun Tong,Kowloon,HongKong.Our telephone number at this address is+85
148、2 2554 5666 and our faxnumber is+852 3705 3590.Our registered office in the Cayman Islands is located at 89 Nexus Way,CamanaBay,Grand Cayman,KY1-9009,Cayman Islands.Our agent for service of process in the UnitedStates is Cogency Global Inc.122 East 42nd Street,18th Floor,New York,NY 10168.Investors
149、should submit any inquiries to the address and telephone number ofour principal executive offices.Our main website is www.reitar.io.The informationcontained on our website is not a part of this prospectus.Implications of Being an Emerging Growth CompanyAs a company with less than US$1.235billion in
150、revenue for our last fiscalyear,we qualify as an“emerging growth company”pursuant to the Jumpstart OurBusiness Startups Actof2012,as amended,or the JOBS Act.An emerging growthcompany may take advantage of specified reduced reporting and other requirementscompared to those that are otherwise applicab
151、le generally to public companies.These provisions include exemption from the auditor attestation requirement underSection404 of the Sarbanes-Oxley Actof2002,or Section404,in the assessmentof the emerging growth companys internal control over financial reporting.TheJOBS Act also provides that an emer
152、ging growth company does not need to comply withany new or revised financial accounting standards until such date that a privatecompany is otherwise required to comply with such new or revised accountingstandards.We have elected to take advantage of the benefits of this extendedtransition period pro
153、vided under the JOBS Act for complying with new or revisedaccounting standards.As a result,our operating results and financial statementsmay not be comparable to the operating results and financial statements of othercompanies who have adopted the new or revised accounting standards.We will remain a
154、n emerging growth company until the earliest of(i)thelastday of the fiscal year during which we have total annual gross revenue of atleast US$1.235billion;(ii)the lastday of our fiscal year following the fifthanniversary of the completion of this offering;(iii)the date on which we have,during the pr
155、eceding three-year period,issued more than US$1.0billion in non-convertible debt;or(iv)the date on which we are deemed to be a“largeaccelerated filer”under the Securities ExchangeActof1934,as amended,or theExchangeAct,which would occur if the market value of the ordinary shares that areheld by non-a
156、ffiliates exceeds US$700million as of the last businessday 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.We are an“emerging growth company”as the term is used in theJ
157、OBS Act and,as such,we are subject to certain reduced public company reportingrequirements.See the applicable disclosure under the section captioned“RiskFactorsRisks Relating to Our Ordinary Shares and This Offering.”Implications of Being a Foreign Private IssuerWe are a foreign private issuer withi
158、n the meaning of the rules under theExchangeAct,and as such we are exempt from certain provisions of the securitiesrules and regulations in the UnitedStates that are applicable to U.S.domesticissuers.Moreover,the information we are required to file with or furnish to theU.S.Securities and Exchange C
159、ommission,or the SEC,will be less extensive andless timely compared to that required to be filed with the SEC by U.S.domesticissuers.In addition,as a company incorporated in the Cayman Islands,we arepermitted6Table of Contentsto adopt certain home country practices in relation to corporate governanc
160、e mattersthat differ significantly from the Nasdaq corporate governance listing standards.These practices may afford less protection to shareholders than they would enjoy ifwe complied fully with the Nasdaq corporate governance listing standards.Currently,we plan to rely on home country practices wi
161、th respect to our corporategovernance after we complete this offering.Market and Industry DataThis prospectus contains market data,industry data,estimates and forecastsconcerning our industry,including our market position and the size and growthrates of the markets in which we participate,that were
162、obtained from third-partysources including market research databases,publicly available information,andindustry publications and reports,including internal surveys and industryforecasts.We have relied on certain data from such sources we believe to bereliable based on our managements knowledge of th
163、e industry,but the accuracy andcompleteness of such information is not guaranteed.We have not sought the consentof the sources to refer to such publicly available information in this prospectus,and we have not independently verified the accuracy or completeness of the data.Inaddition,we do not neces
164、sarily know what assumptions and limitations regardinggeneral economic growth were used or were applicable in preparing the third-partyforecasts we cite,and you are cautioned not to place undue reliance on theseestimates.Statements as to our market position are based on the most currently availabled
165、ata.Forecasts and other forward-looking information obtained from these sourcesare subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus.These forecasts and forward-lookinginformation involve risks and uncertainties and are subject to a high
166、degree ofuncertainty and risk due to a variety of factors,including those discussed in the“Risk Factors”section in this prospectus.These and other factors could causeresults to differ materially from those expressed in these publications andreports.Our historical results do not necessarily indicate
167、our expected resultsfor any future periods.Impact of COVID-19The COVID-19 outbreak has adversely affected the economies and financialmarkets worldwide,and our business may be materially and adversely affected by theCOVID-19 outbreak and any such other outbreak.Furthermore,our business may beadversel
168、y affected if continued concerns relating to COVID-19 result in travelrestrictions,and our personnel,vendors and service providers being unavailable topursue their business objectives due to these restrictions.The extent to whichCOVID-19 impacts our business in the future will depend on future devel
169、opments,which are highly uncertain and cannot be predicted,including new information whichmay emerge concerning the severity of COVID-19 and the actions by differentgovernments to contain COVID-19 or treat its impact,among others.If thedisruptions caused by COVID-19 or other matters of global concer
170、n continue for anextended period of time,our ability to pursue our business objectives may bematerially and adversely affected.In addition,our ability to raise equity anddebt financing which may be adversely impacted by COVID-19 and other events,including as a result of increased market volatility,d
171、ecreased market liquidityand third-party financing being unavailable on terms acceptable to us or at all.Recent Regulatory Development in the PRCWe are aware that,recently,the PRC government initiated a series ofregulatory actions and statements to regulate business operations in certain areasin mai
172、nland China with little advance notice,including cracking down on illegalactivities in the securities market,enhancing supervision over mainland China-based companies listed overseas using a variable interest entity,or VIE,structure,adopting new measures to extend the scope of cybersecurity reviews,
173、andexpanding the efforts in anti-monopoly enforcement.We do not currently expectthese regulatory measures to have an impact on our business,operations or thisoffering,given that(1)our operating subsidiaries are incorporated in HongKong(2)we have no subsidiary,VIE structure nor any direct operations
174、in mainlandChina,and(3)pursuant to the Basic Law of HongKong,or the Basic Law,which isa national law of the PRC and the constitutional document for HongKong,nationallaws of the PRC shall not be applied in HongKong except for those listed inAnnexIII of the Basic Law(which is confined to laws relating
175、 to defense andforeign affairs,as well as other matters outside the autonomy of HongKong).As of the date of this prospectus,none of our customers are based in mainlandChina.However,our operating subsidiaries may collect and store certain data(including certain personal information)from our future cu
176、stomers who may beindividuals in mainland China,in connection with our business and operations andfor“Know Your Customers”purposes(to combat money laundering).7Table of ContentsAs of the date of this prospectus,we are compliant with all applicableregulations and policies.Based on PRC laws and regula
177、tions effective as of thedate of this prospectus and subject to interpretations of these laws andregulations that may be adopted by PRC authorities,we believe that neither we,norour operating subsidiaries in HongKong are currently required to obtain anypermission or approval from the PRC authorities
178、,including the CSRC,and theCyberspace Administration of China,or the CAC,to operate our business and offerthe securities being registered to foreign investors.However,given theuncertainties arising from the legal system in the PRC,including uncertaintiesregarding the interpretation and enforcement o
179、f PRC laws and the significantauthority of the PRC government to intervene or influence the offshore holdingcompany headquartered in HongKong,there remains significant uncertainty in theinterpretation and enforcement of relevant PRC cybersecurity laws and otherregulations.See“Risk FactorsRisks Relat
180、ing to Doing Business in theJurisdictions in which Our Operating Subsidiaries Operate”from pages 35 to 41.Additionally,due to long arm provisions under the current PRC laws andregulations,there remains regulatory uncertainty with respect to theimplementation and interpretation of laws in mainland Ch
181、ina.We are also subject tothe risks of uncertainty about any future actions the PRC government or authoritiesin HongKong may take in this regard.Should the PRC government choose to exercise significant oversight anddiscretion over the conduct of our business,they may intervene in or influence ourope
182、rations.Such governmental actions:could result in a material change in our operations;could significantly limit or completely hinder our ability to continue ouroperations;could hinder our ability to continue to offer securities to investors;andmay cause the value of our ordinary shares to significan
183、tly decline or beworthless.Holding Foreign Companies Accountable ActOur auditor,WWC,P.C.,is based in California,and is currently subject toinspection by the PCAOB at least every twoyears.On December16,2021,the PCAOBissued a report on its determinations that it is unable to inspect or investigatecomp
184、letely PCAOB-registered public accounting firms headquartered in mainland Chinaand in HongKong because of positions taken by PRC authorities in thosejurisdictions(the“2021 Determinations”).On August26,2022,the PCAOB enteredinto a Statement of Protocol with the CSRC and the Ministry of Finance of the
185、Peoples Republic of China and,as summarized in the“Statement on AgreementGoverning Inspections and Investigations of Audit Firms Based in China andHongKong”published on the SECs official website,the parties agreed to thefollowing:(i)in accordance with the Sarbanes-Oxley Actof2002,or theSarbanes-Oxle
186、y Act,the PCAOB shall have independent discretion to select anyissuer audits for inspection or investigation;(ii)the PCAOB shall have directaccess to interview or take testimony from all personnel of the audit firms whoseissuer engagements are being inspected or investigated;(iii)the PCAOB shall hav
187、ethe unfettered ability to transfer information to the SEC,in accordance with theSarbanes-Oxley Act;and(iv)the PCAOB inspectors shall have access to completeaudit work papers without any redactions,with view-only procedures for certaintargeted pieces of information such as personally identifiable in
188、formation.ThePCAOB was required to reassess its determinations as to whether it is able to carryout inspection and investigation completely and without obstruction by the end of2022.In December 2022,the PCAOB decided to vacate the 2021 Determinations becauseit determined that,after conducting inspec
189、tions and investigations of mainlandChina and Hong Kong firms in 2022 under a new comprehensive agreement with the PRCand consistent with the PCAOBs usual practice,the current facts and circumstancesindicate that(1)in 2022,the PCAOB has been able to conduct inspections andinvestigations completely;a
190、nd(2)the PRC has not taken a position to restrictPCAOB access or otherwise impair its ability to conduct its planned inspections andinvestigations in 2022.We cannot assure you that in the future the PCAOB will continue to be able toinspect PCAOB-registered public accounting firms in mainland China o
191、r Hong Kong orthat we will not be identified by the SEC under the HFCA Act as an issuer that hasretained an auditor that the PCAOB determines it is unable to inspect orinvestigate completely because of a position taken by an authority in that foreignjurisdiction.In addition,there can be no assurance
192、 that,if we have a“non-inspection”year,we will be able to take any remedial measures.If any such eventwere to occur,trading in our securities could in the future be prohibited underthe HFCA Act and,as a result,we cannot assure you that we will be able tomaintain the listing of the Class A ordinary s
193、hares on Nasdaq or that8Table of Contentsyou will be allowed to trade the Class A ordinary shares in the United States onthe“over-the-counter”markets or otherwise.Should the Class A ordinary sharesbecome not listed or tradeable in the United States,the value of the ordinaryshares could be materially
194、 affected.See“Risk Factors Risks Relating to OurOrdinary Shares and This Offering”beginning on page 41 of this prospectus.As morestringent criteria have been imposed by the SEC and the PCAOB recently,which wouldadd uncertainties to our offering,we cannot assure you whether Nasdaq orregulatory author
195、ities would apply additional and more stringent criteria to usafter considering the effectiveness of our auditors audit procedures and qualitycontrol procedures,adequacy of personnel and training,or sufficiency ofresources,geographic reach or experience as it relates to the audit of ourfinancial sta
196、tements.In the event it is later determined that the PCAOB is unableto inspect or investigate completely the Companys auditor because of a positiontaken by an authority in a foreign jurisdiction,then such lack of inspection couldcause trading in the Companys securities to be prohibited under the HFC
197、A Act,andultimately result in a determination by a securities exchange to delist theCompanys securities.In addition,there can be no assurance that,if we have a“non-inspection”year,we will be able to take any remedial measures.If any suchevent were to occur,trading in our securities could in the futu
198、re be prohibitedunder the HFCA Act and,as a result,we cannot assure you that we will be able tomaintain the listing of the Class A ordinary shares on Nasdaq or that you will beallowed to trade the ClassA ordinary shares in the UnitedStates on the“over-the-counter”markets or otherwise.Should the Clas
199、s A ordinary shares become notlisted or tradeable in the UnitedStates,the value of the ordinary shares could bematerially affected.See“Risk FactorsRisks Relating to Our Ordinary Sharesand This Offering.”9Table of ContentsTHE OFFERINGOffering price:We currently estimate that the initial publicofferin
200、g price will be between US$4.00 andUS$5.00 per Class A ordinary share.Class A ordinary shares offeredby us:2,500,000 Class A ordinary shares(or 2,875,000Class A ordinary shares if the underwritersexercise the option to purchase additional375,000 Class A ordinary shares in full).Class A ordinary shar
201、es offeredby the Resale Shareholders 4,400,000 Class A ordinary sharesOrdinary shares outstandingimmediately before thisoffering:60,000,000 ordinary shares comprised of40,000,000 Class A ordinary shares and 20,000,000Class B ordinary shares.Ordinary shares outstandingimmediately after thisoffering:6
202、2,500,000 ordinary shares comprised of42,500,000 Class A ordinary shares and 20,000,000Class B ordinary shares(or 42,875,000 Class Aordinary shares and 20,000,000 Class B ordinaryshares if the underwriters exercise the option topurchase additional 375,000 Class A ordinaryshares in full).Option to pu
203、rchase additionalClass Aordinary shares:We have granted to the underwriters an option,exercisable for 45days from the date of thisprospectus,to purchase up to an aggregate of375,000 additional Class A ordinary shares at theinitial public offering price,less underwritingdiscounts and commissions,sole
204、ly for the purposeof covering over-allotments.Voting Rights:Each Class A ordinary share is entitled to onevote.Each Class B ordinary share is entitled tofifteen votes.Conversion Rights:Class A ordinary shares are not convertible intoClass B ordinary shares under any circumstances.Class B ordinary sh
205、ares are convertible intoClass A ordinary shares at any time at the optionof the holder thereof on a one-for-one basis.Payment and settlement:The underwriters expect to deliver the Class Aordinary shares against payment on or about,2024.Listing:We have applied for the listing of the Class Aordinary
206、shares on the Nasdaq under the symbol“RITR.”The Class A ordinary shares will not belisted on any other stock exchange or traded onany automated quotation system.Use of proceeds:We estimate that we will receive net proceedsfrom this offering of approximately US$8.9million,or approximately US$10.4 mil
207、lion if theunderwriters exercise the over-allotment optionin full,assuming an initial public offeringprice of US$4.5 per share,and after deductingestimated underwriting discounts and commissionsand estimated offering expenses payable by us.Wewill not receive any of the proceeds from thesale of Class
208、 A ordinary shares by the ResaleShareholders.10Table of Contents We intend to use the proceeds from this offeringas follows:(i)approximately 20%for expanding ourresources and investing in state-of-the-art logistics facilities,(ii)approximately 10%for building our in-house research and developmentcap
209、abilities,(iii)approximately 10%for expanding thegeographic coverage of our markets,(iv)approximately 30%for investing inlogistics projects,and(v)the balance of the net proceeds forother working capital and generalcorporate purposes.See“Use ofProceeds”for more information.Risk factors:See“Risk Facto
210、rs”and other informationincluded in this prospectus for a discussion ofthe risks you should carefully consider beforedeciding to invest in the Class A ordinaryshares.Lock-up agreements:We,our directors and executive officers and allother existing holders of 5.0%or more of ouroutstanding shares have
211、agreed with theunderwriters not to offer,issue,sell,encumber,transfer or otherwise dispose of any of the ClassA ordinary shares for a period of sixmonthsafter the completion of this offering without theconsent of the representatives of theunderwriters.See“Underwriting”for moreinformation.Transfer ag
212、ent:VStock Transfer LLC11Table of ContentsSUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATAThe following summary consolidated statements of income and comprehensiveincome data and summary consolidated statements of cash flows data for the yearsended March 31,2021,2022 and 2023,summary consolidated b
213、alance sheets data as ofMarch 31,2022 and 2023,summary unaudited interim condensed consolidatedstatements of income and comprehensive income data and summary unaudited interimcondensed consolidated statements of cash flows data for the six months endedSeptember 30,2022 and 2023,summary unaudited con
214、densed consolidated balancesheets data as of September 30,2023,and summary unaudited pro forma condensedcombined statement of income and comprehensive income data for the year ended March31 2023,have been derived from our consolidated financial statements includedelsewhere in this prospectus.Our con
215、solidated financial statements are preparedand presented in accordance with U.S.GAAP.Our historical results are not necessarily indicative of results to be expectedfor any future period.The following summary consolidated financial data for theperiods and as of the dates indicated are qualified by re
216、ference to,and should beread in conjunction with,our consolidated financial statements and the relatednotes and the“Managements Discussion and Analysis of Financial Condition andResults of Operations”section included elsewhere in this prospectus.Our Summary Consolidated Statements of Income and Comp
217、rehensive Income Year ended March31,Six months ended September 30,2021 2022 2023 2023 2022 2023 2023 HK$HK$HK$US$HK$HK$US$Revenue 73,038,292 144,151,979 84,485,339 10,762,601 45,755,890 73,663,071 9,406,839Cost of revenue(61,988,203)(107,224,193)(60,078,321)(7,653,387)(35,461,196)(48,080,982)(6,139,
218、983)Gross profit 11,050,089 36,927,786 24,407,018 3,109,214 10,294,694 25,582,089 3,266,856Total operatingexpenses(5,968,617)(13,451,440)(14,998,574)(1,910,671)(6,361,454)(13,919,134)(1,777,486)Income from continuingoperation 5,081,472 23,476,346 9,408,444 1,198,543 3,933,240 11,662,955 1,489,370Tot
219、al other income(expenses),net 596,725(148,404)46,861 5,970 106,122(1,773,253)(226,445)Income from continuingoperation beforeincome tax expenses 5,678,197 23,327,942 9,455,305 1,204,513 4,039,362 9,889,702 1,262,925Income tax expenses(1,173,914)(4,163,246)(1,994,996)(254,143)(725,651)(6,595,390)(842,
220、237)Net income fromcontinuingoperation 4,504,283 19,164,696 7,460,309 950,370 3,313,711 3,294,312 420,688Gain on discontinuedoperation 56,150,372 7,153,005 Net income 4,504,283 19,164,696 63,610,681 8,103,375 3,313,711 3,294,312 420,688Add:net lossattributable to non-controlling interestsfromcontinu
221、ingoperation (101,880)(12,978)(540,939)(69,078)Net income attributableto the Companysordinary shareholdersand totalcomprehensive income 4,504,283 19,164,696 63,712,561 8,116,353 3,313,711 3,835,251 489,766Weighted average numberof ordinary shares:Basic and diluted 15,000 15,000 20,877 20,877 15,000
222、30,000 30,000Earnings per sharebasic and diluted Continuing operation 300.29 1,277.65 357.35 45.52 220.91 109.81 14.02Discontinuedoperation 2,689.58 342.63 Ordinary shareholders 300.29 1,277.65 3,046.93 388.15 220.91 109.81 14.0212Table of ContentsOur Summary Consolidated Balance Sheets As of March3
223、1,As of September 30,2022 2023 2023 2023 2023 HK$HK$US$HK$US$Cash and cash equivalents 8,647,941 46,613,240 5,938,068 20,062,436 2,561,991Total current assets 41,969,721 153,829,983 19,596,424 138,286,879 17,659,355Total non-current assets 120,604 49,853,186 6,350,805 64,661,543 8,257,335Total asset
224、s 42,090,325 203,683,169 25,947,229 202,948,422 25,916,690Total current liabilities 34,585,904 120,027,167 15,290,278 117,341,108 14,984,562Total liabilities 34,585,904 125,251,863 15,955,853 121,222,804 15,480,258Total shareholdersequity 7,504,421 78,431,306 9,991,376 81,725,618 10,436,432Total lia
225、bilities andshareholders equity 42,090,325 203,683,169 25,947,229 202,948,422 25,916,690Our Summary Consolidated Statements of Cash Flows Years ended March31,Six months ended September 30,2021 2022 2023 2023 2022 2023 2023 HK$HK$HK$US$HK$HK$US$Net cash generated from(used in)operatingactivities 16,3
226、86,876 2,930,155 49,714,339 6,333,117(1,107,852)(23,167,353)(2,958,491)Net cash(used in)generated frominvestingactivities(21,000)(134,651)9,661,547 1,230,786(148,294)(11,728,132)(1,497,692)Net cash generated from(used in)financingactivities(7,299,138)(4,849,325)(21,410,587)(2,727,498)(1,291,417)10,3
227、44,681 1,321,025Net(decrease)/increaseincash and cashequivalents andrestricted cash 9,066,738(2,053,821)37,965,299 4,836,405(2,547,563)(24,550,804)(3,135,158)Cash and cash equivalentsand restricted cash,atthe beginningofyear/period 1,635,024 10,701,762 8,647,941 1,101,663 8,647,941 46,613,240 5,952,
228、551Cash and cashequivalents andrestricted cash,atthe end ofyear/period 10,701,762 8,647,941 46,613,240 5,938,068 6,100,378 22,062,436 2,817,393The unaudited pro forma condensed combined financial information below has beenpresented for illustrative purposes only.The financial results may have beendi
229、fferent had the companies always been combined.The unaudited pro forma condensedcombined statement of income and comprehensive income for the year ended March 31,2023 is derived from the historical financial statements of Reitar Logtech HoldingsLimited which includes the financial results of Reitar
230、Capital Partners Limited,100%equity interest of which was acquired by the Company on November 9,2022,subsequent to the acquisition date through March 31,2023 and Reitar CapitalPartners Limited for the period of April 1,2022 through the acquisition date,asadjusted to give effect to the acquisition.Th
231、e unaudited pro forma condensedcombined statement of income and comprehensive income for the year ended March 31,2023 gives effect to the acquisition as if it had occurred on April 1,2022.Youshould not rely on the unaudited pro forma condensed combined financial informationas being indicative of the
232、 historical results that would have been achieved had thecompanies always been combined or the future results that the combined company willexperience.Further,the unaudited pro forma condensed combined financialinformation may not be useful in predicting the future financial condition andresults of
233、operations of the combined company.The actual financial position andresults of operations may differ significantly from the pro forma amounts reflectedherein due to a variety of factors.13Table of ContentsOur Summary Unaudited Pro Forma Condensed Combined Statement of Incomeand Comprehensive Income
234、Year ended March31,2023 KamuiGroup(Historical)ReitarGroup(Note1)ProformaAdjustments CombinedProforma HK$HK$HK$HK$US$Revenue 84,485,339 3,652,634 88,137,973 11,227,910Cost of revenue(60,078,321)(704,786)(60,783,107)(7,743,169)Gross profit 24,407,018 2,947,848 27,354,866 3,484,741Total expenses(14,998
235、,574)(3,691,772)(18,690,346)(2,380,966)Income(loss)fromoperation 9,408,444(743,924)8,664,520 1,103,775Total other income,net 46,861 46,861 5,970Income(loss)beforeincome taxexpenses 9,455,305(743,924)8,711,381 1,109,745Income tax expenses(1,994,996)(154,126)(2,149,122)(273,777)Net income(loss)fromcon
236、tinuingoperation 7,460,309(898,050)6,562,259 835,968Discontinuedoperation:Income(loss)fromdiscontinuedoperation 4,133,971(21,517,717)(17,383,746)(2,214,518)Gain on disposal 52,016,401 52,016,401 6,626,378Gain(loss)ondiscontinuedoperation 56,150,372(21,517,717)34,632,655 4,411,860Net income(loss)63,6
237、10,681(22,415,767)41,194,914 5,247,828Add:net lossattributable tonon-controllinginterests fromcontinuingoperation(101,880)(101,880)(12,978)Net income(loss)attributable tothecompanysordinaryshareholders andtotalcomprehensiveincome(loss)63,712,561(22,415,767)41,296,794 5,260,806Weighted averagenumber
238、of ordinaryshares:Basic and diluted 20,877 30,000 30,000Earnings(loss)perordinary sharebasic and diluted Continuingoperation 357.35 218.74 27.87Discontinuedoperation 2,689.58 1,154.42 147.06Ordinaryshareholders 3,046.93 1,373.16 174.93Note1:It represents the unaudited condensed consolidated financia
239、linformation of Reitar Capital Partners Limited for the period of April1,2022through the acquisition date.Key Operating DataOur one-stop service business model consists of two main groups of operatingsubsidiaries,specializing in strategic planning and customized provision ofcomprehensive logistics s
240、olutions.Kamui Group focuses on providing constructionmanagement and engineering design services,and Reitar Group focuses on providingasset management and professional consultancy services in the logistics sector.14Table of ContentsThe table below sets forth the selected operating data of Kamui Grou
241、p for theperiods indicated,which should be read in conjunction with the consolidatedfinancial statements of our Group and the accompanying notes included elsewhere inthis prospectus:Years ended March31,Six months endedSeptember 30,2021 2022 2023 2022 2023Constructionmanagementandengineeringdesignser
242、vices Number ofclients 14 24 19 13 21 Number ofprojects 89 152 174 164 184 Contract amount(HK$)72,591,445 152,313,709 726,010,080 615,249,491 860,577,267 Area of coldstorageconverted(square feet)141,921 26,362 190,280 25,684 45,042The table below sets forth the selected operating data of Reitar Grou
243、p for theperiod indicated,which should be read in conjunction with the consolidatedfinancial statements of Reitar Group and the accompanying notes included elsewherein this prospectus:Year ended March 31,Six months endedSeptember 30,2022 2023 2022 2023Assetmanagementservices Number of clients 3 7 4
244、7 Number of projects 3 5 4 5 Gross floor area(squarefeet)680,000 1,180,000 830 1,180,000 Managing amount(HK$)795,000,000 2,895,000,000 970,000,000 2,895,000,00015Table of ContentsRISK FACTORSAn investment in our ordinary shares involves a high degree of risk.Beforedeciding whether to invest in our o
245、rdinary shares,you should consider carefully therisks described below,together with all of the other information set forth in thisprospectus,including the section titled“Managements Discussion and Analysis ofFinancial Condition and Results of Operation”and our consolidated financialstatements and re
246、lated notes.If any of these risks actually occurs,our business,financial condition,results of operations or cash flow could be materially andadversely affected,which could cause the trading price of our Class A ordinaryshares to decline,resulting in a loss of all or part of your investment.The risks
247、described below and elsewhere in the prospectus as referenced above are not the onlyones that we face.Additional risks not presently known to us or that we currentlydeem immaterial may also affect our business.You should only consider investing inour ordinary shares if you can bear the risk of loss
248、of your entire investment.Risks Relating to Our Business and IndustryUnfavorable financial market and economic conditions in Hong Kong,mainlandChina,and elsewhere in the world could materially and adversely affect ourbusiness,financial condition,and results of operations.As a provider of logistics,a
249、sset management and other related services,mainlyin Hong Kong,our business may be materially affected by conditions in the financialmarkets and economic conditions.Financial markets and economic conditions could benegatively impacted by many factors beyond our control,such as inability to accesscapi
250、tal markets,control of foreign exchange,changes in exchange rates,risinginterest rates or inflation,slowing or negative growth rate,government involvementin allocation of resources,inability to meet financial commitments in a timelymanner,terrorism,pandemics such as COVID-19,political uncertainty,ci
251、vil unrest,fiscal or other economic policy of Hong Kong or other governments,and the timing andnature of any regulatory reform.The current trade frictions between the UnitedStates and the Peoples Republic of China may also give rise to uncertainties inglobal economic conditions and adversely affect
252、general investor confidence.Unfavorable financial market and economic conditions in Hong Kong,mainland China,and elsewhere in the world could negatively affect our customers businesses andmaterially reduce demand for our services and increase price competition amonglogistic service providers seeking
253、 such engagements,and thus could materially andadversely affect our business,financial condition,and results of operations.Inaddition,our profitability could be adversely affected due to our fixed costs andthe possibility that we would be unable to reduce our variable costs without reducingrevenue o
254、r within a timeframe sufficient to offset any decreases in revenue relatingto changes in market and economic conditions.Decreased availability or increased costs of key logistics and supply chaininputs,including third-party supplies of equipment and materials couldimpact our cost of operations and o
255、ur profitability across business lines.We depend on reliable access to third-party supplies of equipment and materials,including refrigeration,storage and electrical equipment.The supplier baseproviding cold chain and food processing and warehouse equipment and materials isrelatively consolidated,wh
256、ich has resulted in a limited number of suppliers forcertain types of equipment and supplies.Conversely,the market for third-partytransportation services is fragmented with a large number of service providers,andit can be difficult to find reliable partners whose performance and reliability meetour
257、standards at the scale our operations require.Any significant reduction inavailability or increase in cost of any logistics and supply chain inputs couldadversely affect our operations and increase our costs,which could adversely affectour operating results and cash flows.If our customers are able t
258、o reduce their third-party logistics and supplychain costs or increase utilization of their internal solutions,ourbusiness and operating results may be materially and adversely affected.A major driver for merchants and other customers to use third-party logisticssolution service providers is the hig
259、h cost and degree of difficulty associated withdeveloping in-house logistics solutions and supply chain expertise and operationalefficiencies.If,however,our customers are able to develop their own logistics andsupply chain technological solutions,increase utilization of their in-house supplychain,re
260、duce their logistics spending,or otherwise choose to terminate ourservices,our logistics and supply chain management business and operating resultsmay be materially and adversely affected.16Table of ContentsWe have a long selling cycle to secure a new service agreement and a longimplementation cycle
261、,which require significant investments of resources.We typically face a long selling cycle to secure a new service agreement,whichrequires significant investment of resources and time by both our customers and us.Before committing to use our services,potential customers require us to spend timeand r
262、esources educating them on the value of our services and assessing thefeasibility of integrating our systems and processes with theirs.Our customers thenevaluate our services before deciding whether to use them.Therefore,our enterpriseselling cycle is subject to many risks and delays over which we h
263、ave little control,including our customers decisions to choose alternatives to our services(such asother providers or in-house resources)and the timing of our customers budgetcycles and approval processes.Implementing our enterprise services involves a significant commitment ofresources over an exte
264、nded period of time from both our customers and us.Dependingon the scope and complexity of the processes being implemented,these time periodsmay be significantly longer.Our customers and future customers may not be willing orable to invest the time and resources necessary to implement our services,a
265、nd we mayfail to close sales with potential customers to which we have devoted significanttime and resources,which could have a material adverse effect on our business,results of operations,financial condition and cash flows,as we do not recognizesignificant revenue until after we have completed the
266、 implementation phase.Our business and rent-to-rent model require significant capital expenditureand inability to collect service fee from our customers in a timely manneror at all would materially and adversely affect our business,results ofoperations,financial condition and growth prospects.We uti
267、lize a rent-to-rent model,under which we obtain right to use of warehousesthat are usually in bare-bones condition by way of operating lease,or serviceagreement,and then offer the right to use to our customers after renovation.Therefore,we are subject to the risks inherent in a rent-to-rent model,in
268、cluding:upfront capital outlay for warehouse sourcing and renovation;ongoing capital needs to maintain warehouses;inability to collect service fee from our customers in a timely manner or atall;andmismatch between our service agreement term with landlords or landoccupiers,and our service agreement t
269、erm with our customers.Any one or more of these factors could adversely affect our business,financialcondition and results of operations.We generally incur substantial upfront capital outlay before we start to generaterevenue on the relevant warehouses which we offer the right to use to our customer
270、s.These include capital outlay for market research and evaluation of the targetgeographic area for expansion,warehouse searching,prepayment of a few monthsservice fee to the landlords or land occupiers,and renovation of the warehouse thatare usually in bare-bone condition,including to add cold chain
271、 and food processingfunctions,and make them suitable for our customers needs.We follow a disciplinedand systematic process to expand our warehouse network,involving comprehensivemarket research,site visits and other preparation work,during which period we mayincur substantial operating costs and exp
272、enses.In addition,the period between whenwe sign the service agreement with the landlord or land occupier and when we receiveservice fee payments from our customers may be significantly longer than expected dueto some factors that are beyond our control,including but not limited to,substantial delay
273、 during the renovation period due to third-party contractorsdefault,and inability to attract and retain customers in a timely manner due torental market condition.Inability to timely access financing on favorable terms orat all or to collect service fee from our customers in a timely manner or at al
274、lwould materially and adversely affect our business,results of operations,financialcondition and growth prospects.17Table of ContentsWe face risks and challenges associated with our cold chain logisticsservices,including environmental,health,safety and quality controlissues and increasing costs in d
275、eveloping the business.Our cold chain logistics services focus on fresh produce and perishable products,relying on our comprehensive cold chain logistics service capabilities in terms ofstorage network,transportation network and distribution network.Our extensive coldchain logistics network enables
276、us to provide integrated cold chain logisticsservices to our customers.We store frozen and perishable food and other products.Product contamination,spoilage,other adulteration,product tampering or other quality control issues couldoccur at any of our temperature-controlled warehouses or during the t
277、ransportation ofthese products,which could cause our customers to lose all or a portion of theirinventory.We could be liable for the costs incurred by our customers as a result ofthe lost inventory,and we also may be subject to liability,which could be material,if any of the pharmaceutical products,
278、frozen and perishable food products we storedor transported caused illness or death.The occurrence of any of the foregoing maynegatively impact our brand and reputation and otherwise have a material adverseeffect on us.If we fail to comply with applicable environmental,health and safety laws andregu
279、lations in relation to our cold chain logistics services,we may faceadministrative,civil or criminal fines or penalties,including bans on making futureshipments in particular geographic areas,and the suspension or revocation ofnecessary permits,licenses and authorizations,all of which may materially
280、 adverselyaffect our business,results of operations and financial condition.Further,currentand future environmental,health and safety laws,regulations and permit requirementscould require us to make changes to our operations,or incur significant costsrelating to compliance.We may not be able to succ
281、essfully identify,source and develop in a timelyfashion additional warehouse properties.Under our rent-to-rent model,we may not be successful in identifying andobtaining right to use of additional warehouse properties at desirable locations andon commercially reasonable terms or at all.We may also i
282、ncur costs in connectionwith evaluating warehouse properties and negotiating with property owners,includingproperties which we are subsequently unable to obtain right to use.In addition,wemay not be able to develop additional warehouse properties on a timely basis due toconstruction delays or equipm
283、ent and material shortages.If we fail to successfullyidentify,secure or develop in a timely fashion additional warehouse properties,ourability to execute our growth strategy could be impaired and our business andprospects may be materially and adversely affected.If we are unable to continue to innov
284、ate,meet evolving market trends,adapt to changing customer demands and maintain our culture of innovation,our ability to sustain and grow our business may suffer.The ongoing success of our business depends on our ability to continue tointroduce innovative logistics solutions and services,and technol
285、ogical applicationsfor logistics warehouses and cold stores,including automation,blockchain,artificial intelligence and robotics,to meet evolving market trends and satisfychanging customer demands.We must continue to adapt by continuing innovation,improving our services and modifying our strategies,
286、which could cause us to incursubstantial costs.We may not be able to continue to innovate or adapt to changingmarket and customer needs in a timely and cost-effective manner,if at all.Thiscould adversely impact our ability to expand our ecosystem and grow our business.Failure to develop new services
287、 to meet evolving market demands through innovationcould cause us to lose current and potential customers and harm our operating resultsand financial condition.In addition,we may not be able to maintain our culture of innovation,which hasbeen critical to our success and has helped us create value fo
288、r our shareholders,succeed as a leader in our industry and attract,retain and motivate employees andother ecosystem participants.Among other challenges,we may not be able to identifyand promote people in leadership positions who share our culture and can always focuson technology and innovation.Comp
289、etitive pressure may also cause us to move indirections that may divert us from our mission,vision and values.If we cannotmaintain our culture of innovation,our long-term business prospectus could bematerially and adversely affected.18Table of ContentsOur designs for temperature-controlled warehouse
290、 infrastructure may becomeobsolete or unmarketable and we may not be able to upgrade our designs orequipment cost-effectively or at all.The infrastructure of our designs for temperature-controlled warehouses maybecome obsolete or unmarketable due to the development of,or demand for,moreadvanced equi
291、pment or enhanced technologies.In addition,our information technologyplatform pursuant to which we provide inventory management and other services to ourcustomers may become outdated.When customers demand new equipment or technologies,the cost could be significant and we may not be able to upgrade o
292、ur technologyinfrastructure,designs or equipment on a cost-effective basis in a timely manner,orat all,due to,among other things,increased expenses to us that cannot be passed onto customers or insufficient resources to fund the necessary capital expenditures.The obsolescence of our infrastructure o
293、r our inability to upgrade our technologyinfrastructure,designs or equipment would likely reduce our revenue from warehouse-related services,which could have a material adverse effect on us.Our revenue derived from construction projects are typically non-recurringin nature.Our construction projects
294、are undertaken on a project-by-project basis and ourmajor customers may vary from year to year.The duration of construction projects weundertake typically range from less than one to threeyears.Although a customertypically is inclined to continue to use the same logistics solution provider due tofam
295、iliarity with the system,reliable services and existing capital investment,andour first-mover advantage enables us to build an extensive business partnershipnetwork and makes us a natural choice for new projects and customers due to ourexperience,expertise and connections,the revenue we derived from
296、 the constructionprojects we undertake is not recurring in nature and we cannot guarantee that we willcontinue to be able to secure new construction contracts from our existing or newcustomers.Further,we have to go through a competitive tendering process to securenew construction projects in some ca
297、ses.There is no guarantee that we will be ableto maintain the current success rates or achieve higher success rates in tenderingfor construction projects.In the event that we are unable to maintain businessrelationship with our customers or we fail to secure new construction projects fromour existin
298、g or new customers or we do not succeed in our competitive tenders,ourrevenue,financial performance and results of operations will be adversely affected.We make estimation of the project price based on our estimated time andcosts for our construction projects and any failure to accurately estimateth
299、e time and costs involved and/or delay in completion of any project wouldlead to cost overruns or even result in losses and adversely affecting ouroperations and financial results.We determine the price of our quotation or tender based on our estimated costplus a certain markup margin for our constr
300、uction projects.Our ability to submittender proposal at a competitive price with adequate profit margin and maintain ourprofitability depends on various factors.We determine the tender price based on theavailable information provided to us by potential customers,taking into account,among others,the
301、scope and complexity of the project,site conditions,project timeframe,estimated construction materials costs,labor and machinery requirement andcapacity,extent of subcontracted work required,our relationship with customers andprevailing market conditions.Significant changes in any of these or other
302、relevant factors may lead to delayin completion or costs overrun by us,and there is no assurance that the actual timeand costs incurred by us will match our initial estimate.As our contracts or workorders with customers are generally fixed price contracts or term contracts or workorders for which ou
303、r unit prices stated in the schedule of rates are fixed andwithout any price adjustment clause,once we agree on the quotation or tender pricewith our customer,we may bear any additional costs incurred.Such delays,costoverruns or mismatch of actual time and costs with our estimates may cause ourprofi
304、tability to be lower than what we expected.In addition,some of the contracts or work orders we entered into containspecific completion schedule requirements and penalty provisions,which means we mayhave to pay our customers damages if we or our subcontractors do not meet thecompletion schedules.To t
305、he extent that our customers do not grant us timeextension,we may be subject to damages due to delay in completing the project orschedule requirements of our contracts,calculated on the basis of a fixed sumperday or according to certain damages calculating mechanism as stipulated underthe contract f
306、or the period which the work remains incomplete.This may reduce ordiminish our expected profit and cash inflow from the relevant projects as we areunable to maintain our costs within our original estimations.Any material inaccurateestimation in the time and costs involved in a project would give ris
307、e to delays incompletion of work and/or cost overruns,which in turn would materially and adverselyaffect our financial condition,profitability and liquidity.19Table of ContentsWe outsource some of our services to subcontractors and have limitedcontrol over these subcontractors and may be liable for
308、violations ofapplicable HongKong labor laws and regulations.We outsource some of our services to subcontractors.Since these subcontractorsand personnel employed by them are not directly employed by us,our control over themis more limited as compared to our own employees.If any subcontractors and the
309、irpersonnel fail to operate or perform their duties in accordance with ourinstructions,policies and business guidelines,our market reputation,brand imageand results of operations could be materially and adversely affected.Our agreements with the subcontractors provide that we are not liable to thepe
310、rsonnel employed by such subcontractors if such subcontractors fail to fulfilltheir duties to these personnel.However,if the subcontractors violate any relevantrequirements under the applicable HongKong labor laws,regulations or theiremployment agreements with the personnel,such personnel may claim
311、compensation fromus as they provide their services at our projects and logistics facilities.As aresult,we may incur legal or financial liability,and our market reputation,brandimage as well as our business,financial condition and results of operations could bematerially and adversely affected.In add
312、ition,the subcontracting arrangement also exposes us to risks associatedwith any non-performance,delayed performance or sub-standard performance by oursubcontractors or their respective employees.If this happens to our subcontractorsin our projects,we will have to appoint replacement subcontractor(s
313、)and additionalcosts will be incurred.We may also incur additional costs or be subject to liabilitydue to delay in schedule or defect in the work of our subcontractors or if there isany accident causing personal injuries or death of our subcontractors employees.Inaddition,our inability to hire quali
314、fied subcontractors may hinder our ability tocomplete a project successfully.These events may impact upon our profitability,financial results and reputation,as well as result in litigation or damage claims.If we experience difficulty in collecting our trade receivables,receivingprogress payments on
315、time and in full or recovering our contract assets,orif retention money is not fully released to us after expiration of thedefect liability period,our liquidity,financial condition and results ofoperations would be negatively impacted.We derive our revenue from our services and are subject to counte
316、rparty riskssuch as our customers inability to pay.As of March31,2022 and 2023 and as ofSeptember 30,2023,our trade receivables amounted to HK$22.3million,HK$20.0million(US$2.5 million)and HK$43.9 million(US$5.6 million),respectively.Therecan be no assurance that we will be able to collect our trade
317、 receivables on a timelybasis,and our trade receivable turnoverdays may increase,which in turn couldmaterially and adversely affect our liquidity,financial condition and results ofoperations.We receive progress payment from our customers in some of our projects.Progresspayment is generally made mont
318、hly with reference to the progress of work performedduring the month.A portion of contract value is usually withheld by our customers asretention money.However,there is no assurance that our retention money will bereleased to us by our customers on a timely manner and in full.Contract asset is recog
319、nized when(i)we complete our work under such servicecontracts but it is yet to be certified by authorized persons or external consultantsappointed by customers,or(ii)our customers retain retention money to secure thedue performance of the contracts.Any amount previously recognized as a contractasset
320、 is reclassified to trade receivables at the point at which it is invoiced toour customer.We recorded contract assets of HK$5.5million,HK$16.1 million(US$2.1million)and HK$5.4 million(US$0.7 million)as of March31,2022 and 2023 and as ofSeptember 30,2023,respectively.We cannot assure you that the fin
321、ancial position of our customers will remainsolvent or that our customers will settle our progress payments or release theretention money on time or that we will be able to recover our contract assets infull or at all in the future.If we are unable to receive our progress payments andretention money
322、 or recover our contract assets,our liquidity and financial positionmay be materially and adversely affected.Because our top five customers accounted for a significant portion of ourtotal revenue,the loss of any such customers or a material decline intheir trading activities through us would have an
323、 adverse effect on ouroperating results.Our customer base consists of selected property,warehouse or land for specificlogistics operators in HongKong.Our top five customers collectively accounted forapproximately 95.9%,89.9%,88.3%and 91.6%of our total revenue for theyears endedMarch31,2021,2022 and
324、2023 and for the six months ended20Table of ContentsSeptember30,2023,respectively.Although we strive to provide excellent serviceand experience to our customers,we cannot guarantee that these top customers willcontinue to use our services at levels commensurate with previous periods,or thatthey will
325、 not terminate the use of our services in the future.Any decrease ofservices by our top customers would lower our revenue,which would adversely affectour profitability.Furthermore,as most of our contracts awarded are on a project-by-project basis,there is a risk that we may not be awarded with new c
326、ontracts by our major customersupon the completion of the current projects.We do not have any long-term commitmentwith our major customers and our major customers have no obligation to engage us anynew or subsequent projects to us,if any.In the event that we are unable to securenew contracts with ou
327、r major customers and are also unable to secure suitableprojects of a comparable size and quantity as replacements from other customers,ourfinancial condition and operating results would be materially and adversely affected.Any failure or perceived failure to deal with customer complaints oradverse
328、publicity relating to tender-rigging could materially and adverselyaffect our reputation,business and results of operations.We believe that our reputation has built up our customers confidence,ourability to maintain and continue to promote our brand is critical to retain andexpand our base of custom
329、ers,suppliers and subcontractors.However,our reputationcan be adversely affected by negative publicity or news reports,whether accurate ornot,regarding tender-rigging,safety,injury or government or industry findingsconcerning us and our directors.Any such negative publicity could materially harmour
330、business and results of operations and result in damage to our reputation.Significant number of complaints or claims against us,even if meritless orunsuccessful,could force us to divert management and other resources from otherbusiness concerns,which may adversely affect our business and operations.
331、Adversepublicity resulting from such allegations,even if meritless or unsuccessful,couldcause customers to lose confidence in us and our reputation.As a result,we mayexperience significant decline in our revenue and customer traffic from which we maynot be able to recover.We could experience power o
332、utages or breakdowns of our refrigerationequipment.Our warehouses are subject to electrical power outages and breakdowns of ourrefrigeration equipment.We attempt to limit exposure to such occasions by usingbackup generators and power supplies generally at a significantly higher operatingcost than we
333、 would pay for an equivalent amount of power from a local utility and byconducting regular maintenance and upgrades to our refrigeration equipment.However,we may not be able to limit our exposure entirely even with such protection in place.Power outages that last beyond our backup and alternative power arrangements andrefrigeration equipment breakdowns would harm our customers and our business.Dur