F-1 1 ff12023_chikoholdings.htm REGISTRATION STATEMENTAs filed with the Securities and Exchange Commission on March 15,2023.Registration Statement No.333-UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_Form F-1REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 1933_Chi Ko Holdings Limited(Exact name of registrant as specified in its charter)_Cayman Islands 1540 Not Applicable(State or other jurisdiction of incorporation or organization)(Primary Standard Industrial Classification Code Number)(IRS Employer Identification Number)Room 2620,26/F.,New Tech Plaza34 Tai Yau Street San Po Kong Kowloon,Hong Kong 852 2155 9690(Address,including zip code,and telephone number,including area code,of registrants principal executive offices_c/o Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168 212 947-7200(Name,address,including zip code,and telephone number,including area code,of agent for service)_Copies to:Virginia TamK&L Gates 44/F,Edinburgh Tower,The Landmark 15 Queens Road Central,Hong Kong 852 2230 3535 Mark E.Crone,Esq.The Crone Law Group P.C.500 Fifth Avenue,Suite 938 New York,NY 10110 646 861 7891_Approximate date of commencement of proposed sale to public:As soon as practicableafter this registration statement becomes effective.If any of the securities being registered on this form are to be offered on a delayed orcontinuous basis pursuant to Rule 415 under the Securities Act,check the following box.If this Form is filed to register additional securities for an offering pursuant toRule 462(b)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the SecuritiesAct,check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the SecuritiesAct,check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined inRule 405 of the Securities Act:Emerging growth company If an emerging growth company that prepares its financial statements in accordance withaccounting principles generally accepted in the United States(“U.S.GAAP”),indicate by checkmark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of theSecurities 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 April 5,2012.The registrant hereby amends this registration statement on such dateor dates as may be necessary to delay its effective date until theregistrant shall file a further amendment that specifically states thatthis registration statement shall thereafter become effective in accordancewith Section 8(a)of the Securities Act or until the registration statementshall become effective on such date as the Commission,acting pursuant tosuch Section 8(a),may determine.Table of ContentsThe information in this prospectus is not complete and may be changed.Wemay not sell these securities until the registration statement filed withthe Securities and Exchange Commission is effective.This prospectus is notan offer to sell these securities and it is not soliciting an offer to buythese securities in any jurisdiction where the offer or sale is notpermitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION,DATED ,2023 Ordinary SharesChi Ko Holdings LimitedThis is the IPO of the ordinary shares,par value US$0.0001 per share(“OrdinaryShares”or“Shares”),of Chi Ko Holdings Limited(“CKHL”).We are offering Ordinary Shares of CKHL,representing of the Ordinary Sharesfollowing completion of the offering of CKHL.Following the offering,of theOrdinary Shares will be held by shareholders for general trading,assuming theunderwriters do not exercise the over-allotment option.Prior to this offering,there has been no public market for our Ordinary Shares.The offering price of our Ordinary Shares in this offering is expected to be between$and$per share.We intend to apply to list our Ordinary Shares onthe Nasdaq Capital Market under the symbol“CKHL.”Listing of our Ordinary Shares onNasdaq is a condition to the offering.There is no assurance that such applicationwill be approved,and if our application is not approved,this offering may not becompleted.Investors are cautioned that you are buying shares of a Cayman Islandsholding company with operations in Hong Kong by its Operating Subsidiary.CKHL is a holding company incorporated in the Cayman Islands with no materialoperations of its own,and we conduct our operations primarily in Hong Kong throughour key Operating Subsidiary Chiu&Lee Partners.References to the“Company,”“we,”“us,”and“our”in the prospectus are to CKHL,the Cayman Islands entitythat will issue the Ordinary Shares being offered.References to“Chiu&LeePartners”are to the entity operating the business.References to“OperatingSubsidiary”refer to Chiu&Lee Partners.This is an offering of the Ordinary Sharesof CKHL,the holding company in the Cayman Islands,instead of the shares of theOperating Subsidiary.Investors in this offering may never directly hold any equityinterests in the Operating Subsidiary.Investing in our Ordinary Shares is highly speculative and involves ahigh degree of risk.Before buying any shares,you should carefully readthe discussion of material risks of investing in our Ordinary Shares in“Risk Factors”beginning on page 22 of this prospectus.Our operations are primarily located in Hong Kong,a Special AdministrativeRegion of the Peoples Republic of China(“China”or the“PRC”),with its owngovernmental and legal system that is independent from mainland China and has its owndistinct rules and regulations.As of the date of this prospectus,we are not subjectto the PRC governments direct influence or discretion over the manner in which weconduct our business activities outside of the PRC.However,due to long-armprovisions under the current PRC laws and regulations,there remains regulatoryuncertainty with respect to the implementation and interpretation of laws in China.We are subject to the risks of uncertainty about any future actions of the PRCgovernment or authorities in Hong Kong in this regard.We may also be subject tounique risks due to the uncertainty of the interpretation and application of PRC lawsand regulations.Should the PRC government choose to exercise significant oversight and discretionover the conduct of our business,they may intervene in or influence our operations.Such governmental actions:could result in a material change in our operations and/or the value of oursecurities;could significantly limit or completely hinder our ability to continue ouroperations;could significantly limit or completely hinder our ability to offer orcontinue to offer our securities to investors;and may cause the value of our securities to significantly decline or beworthless.We are aware that recently the PRC government has initiated a series ofregulatory actions and new policies to regulate business operations in certain areasin China with little advance notice,including cracking down on illegal activities inthe securities market,enhancing supervision over China-based companies listedoverseas using a variable interest entity(“VIE”)structure,adopting new measuresto extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.Since these statements and regulatory actions are new,it ishighly uncertain how soon the legislative or administrative regulation making bodieswill respond and what existing or new laws or regulations or detailed implementationsand interpretations will be modified or promulgated,if any.It is also highlyuncertain what the potential impact such modified or new laws and regulations willhave on Chiu&Lee Partners daily business operation,its ability to accept foreigninvestments and the listing of our Ordinary Shares on U.S.or other foreignexchanges.The PRC government may intervene or influence our operations at any time and mayexert more control over offerings conducted overseas and foreign investment in HongKong-based issuers.The PRC government may also intervene or impose restrictions onour ability to move out of Hong Kong to distribute earnings and pay dividends or toreinvest in our business outside of Hong Kong.Furthermore,PRC regulatoryauthorities may in the future promulgate laws,regulations or Table of Contentsimplementing rules that require our company or any of our subsidiaries to obtainregulatory approval from PRC authorities before this offering.These actions couldresult in a material change in our operations and could significantly limit orcompletely hinder our ability to complete this offering or cause the value of ourOrdinary Shares to significantly decline or become worthless.See“ProspectusSummary Recent Regulatory Developments in the PRC”beginning on page 13.As of the date of this prospectus,our operations in Hong Kong and our registeredpublic offering in the United States are not subject to the review nor prior approvalof the Cyberspace Administration of China(the“CAC”)nor the China SecuritiesRegulatory Commission(the“CSRC”).Uncertainties still exist,however,due to thepossibility that laws,regulations,or policies in the PRC could change rapidly inthe future.In the event that(i)the PRC government expanded the categories ofindustries and companies whose foreign securities offerings are subject to review bythe CSRC or the CAC and that we are required to obtain such permissions or approvals,or(ii)we inadvertently concluded that relevant permissions or approvals were notrequired or that we did not receive or maintain relevant permissions or approvalsrequired,any action taken by the PRC government could significantly limit orcompletely hinder our operations in Hong Kong and our ability to offer or continue tooffer our Ordinary Shares to investors and could cause the value of such securitiesto significantly decline or be worthless.Furthermore,as more stringent criteria,including the Holding Foreign CompaniesAccountable Act(the“HFCA Act”),have been imposed by the SEC and the PublicCompany Accounting Oversight Board(“PCAOB”),recently,our Ordinary Shares may beprohibited from trading if our auditor cannot be fully inspected.Our auditor,ZHCPA,LLC,the independent registered public accounting firm that issues the auditreport included in this prospectus,as an auditor of companies that are tradedpublicly in the United States and a firm registered with the PCAOB,is subject tolaws in the United States pursuant to which the PCAOB conducts regular inspections toassess ZH CPA,LLCs compliance with applicable professional standards.ZH CPA,LLCis headquartered in Denver,Colorado,and can be inspected by the PCAOB.As of thedate of this prospectus,our auditor is not subject to the determinations announcedby the PCAOB on December 16,2021,relating to the PCAOBs inability to inspect orinvestigate completely registered public accounting firms headquartered in mainlandChina or Hong Kong because of a position taken by one or more authorities in the PRCor Hong Kong.On August 26,2022,CSRC,the Ministry of Finance of the PRC(the“MOF”),and the PCAOB signed a Statement of Protocol(the“Protocol”),governinginspections and investigations of audit firms based in China and Hong Kong.TheProtocol remains unpublished and is subject to further explanation andimplementation.Pursuant to the fact sheet with respect to the Protocol disclosed bythe SEC,the PCAOB shall have independent discretion to select any issuer audits forinspection or investigation and has the unfettered ability to transfer information tothe SEC.On December 15,2022,the PCAOB Board determined that the PCAOB was able tosecure complete access to inspect and investigate registered public accounting firmsheadquartered in mainland China and Hong Kong and voted to vacate its previousdeterminations to the contrary.However,should PRC authorities obstruct or otherwisefail to facilitate the PCAOBs access in the future,the PCAOB Board will considerthe need to issue a new determination.See“Risk Factors Risks Relating to OurOrdinary Shares Although the audit report included in this prospectus is preparedby U.S.auditors who are currently inspected by the PCAOB,there is no guarantee thatfuture audit reports will be prepared by auditors inspected by the PCAOB and,assuch,in the future investors may be deprived of the benefits of such inspection.Furthermore,trading in our securities may be prohibited under the HFCA Act if theSEC subsequently determines our audit work is performed by auditors that the PCAOB isunable to inspect or investigate completely,and as a result,U.S.nationalsecurities exchanges,such as the Nasdaq,may determine to delist our securities.Furthermore,on December 29,2022 the Accelerating Holding Foreign CompaniesAccountable Act was enacted,which amended the HFCA Act by requiring the SEC toprohibit an issuers securities from trading on any U.S.stock exchanges if itsauditor is not subject to PCAOB inspections for two consecutive years instead ofthree,and thus,reduced the time before the securities may be prohibited fromtrading or delisted”on page 27.We cannot assure you whether Nasdaq or otherregulatory authorities will apply additional or more stringent criteria to us.Suchuncertainty could cause the market price of our Ordinary Shares to be materially andadversely affected.Our management monitors the cash position of our Operating Subsidiary regularlyand prepares budgets on a monthly basis to ensure it has the necessary funds tofulfill its obligations for the foreseeable future and to ensure adequate liquidity.In the event that there is a need for cash or a potential liquidity issue,it will bereported to our chief financial officer and subject to approval by our board ofdirectors.For CKHL to transfer cash to its subsidiaries,CKHL is permitted under the lawsof the Cayman Islands and its memorandum and articles of association(as amended fromtime to time)to provide funding to our subsidiaries incorporated in the BVI and HongKong through loans or capital contributions.CKHLs subsidiary formed under the lawsof the BVI is permitted under the laws of the BVI to provide funding to our Hong KongOperating Subsidiary Chiu&Lee Partners subject to certain restrictions laid down inthe BVI Business Companies Act 2004(as amended)and memorandum and articles ofassociation of the relevant CKHLs subsidiary incorporated under the laws of theBVI.As a holding company,CKHL may rely on dividends and other distributions onequity paid by its subsidiaries for its cash and financing requirements.According tothe BVI Business Companies Act 2004(as amended),a BVI company may make dividendsdistribution to the extent that immediately after the distribution,the value of thecompanys assets exceeds its liabilities and that such company is able to pay itsdebts as they fall due.According to the Companies Ordinance of Hong Kong,a HongKong company may only make a distribution out of profits available for distribution.If any of CKHLs subsidiaries incur debt on its own behalf in the future,the Table of Contentsinstruments governing such debt may restrict their ability to pay dividends toCKHL.During the years ended March 31,2022 and 2021,Chiu&Lee Partners declaredcash dividends in the amounts of HK$12,000,000(approximately US$1,538,462)andHK$6,000,000(approximately US$769,231),respectively to the then-shareholder,Mr.Keung Yun Yuen.For the cash dividend declared for the year ended March 31,2021,allwere offset by the amount due from Mr.Keung Yun Yuen in March 2021.For the cashdividend declared for the year ended March 31,2022,HK$10,704,314(approximatelyUS$1,372,348)were offset by the amount due from Mr.Keung Yun Yuen in February 2022and HK$1,295,681(approximately US$166,113)were offset by the amount due from Mr.Keung in May 2022.During the years ended March 31,2022 and 2021 and as of the dateof this prospectus,CKHL did not declare or pay any dividends and there was notransfer of assets among CKHL and its subsidiaries.We do not have any currentintentions to distribute further earnings.If we determine to pay dividends on any ofour Ordinary Shares in the future,as a holding company,we will be dependent onreceipt of funds from our Hong Kong Operating Subsidiary Chiu&Lee Partners by wayof dividend payments.See“Dividend Policy,”and“Consolidated Statements of Changein Shareholders Equity in the Report of Independent Registered Public AccountingFirm”for further details.We are an“emerging growth company”and a“foreign private issuer”as defined under the federal securities laws and,as such,will be subjectto reduced public company reporting requirements.See“ProspectusSummary Implications of Being an Emerging Growth Company and a ForeignPrivate Issuer”for additional information.Upon the completion of this offering,the outstanding shares of CKHL will consistof Ordinary Shares,assuming the underwriters do not exercise theirover-allotment option to purchase additional Ordinary Shares,or Ordinary Shares,assuming the over-allotment option is exercised infull.CKHL will be a“controlled company”as defined under the Nasdaq Stock MarketRules because,immediately after the completion of this offering,our ControllingShareholder of CKHL will own%of the total issued and outstanding OrdinaryShares,representing%of the total voting power,assuming that theunderwriters do not exercise their over-allotment option,or%of the totalissued and outstanding Ordinary Shares,representing%of the total votingpower,assuming that the over-allotment option is exercised in full.Per Share Total(2)IPO price$Underwriting discounts(1)and commissions$Proceeds,before expenses,to us$_(1)Represents underwriting discounts equal to%per Ordinary Share.(2)Assumes that the underwriters do not exercise any portion of their over-allotment option.We expect our total cash expenses for this offering(including cash expensespayable to our underwriters for their out-of-pocket expenses)to be approximatelyUS$exclusive of the above discounts.In addition,we will pay additionalitems of value in connection with this offering that are viewed by the FinancialIndustry Regulatory Authority(“FINRA”),as underwriting compensation.Thesepayments will further reduce proceeds available to us before expenses.See“Underwriting.”Neither the Securities and Exchange Commission nor any state securitiescommission nor any other regulatory body has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.This offering is being conducted on a firm commitment basis.The underwriters areobligated to take and pay for all of the shares if any such shares are taken.We havegranted the underwriters an option for a period of forty-five(45)days after theclosing of this offering to purchase up to additional Ordinary Shares from usat the IPO price,less underwriting discounts to cover over-allotments,if any.Ifthe underwriters exercise the option in full,assuming the public offering price perOrdinary Share is US$,the total underwriting discounts payable will beUS$and the total proceeds to us,before expenses,will be US$.We expect our total cash expenses for this offering to be approximately US$,including cash expenses payable to the underwriters for their reasonable out-of-pocket expenses,exclusive of the above discounts.If we complete this offering,net proceeds will be delivered to us on the closingdate.The underwriters expect to deliver the Ordinary Shares against payment as setforth under“Underwriting”on or about ,2023.EF Huttondivision of Benchmark Investments,LLCThe date of this prospectus is ,2023.Table of ContentsTABLE OF CONTENTS PageProspectus Summary 1Risk Factors 22Special Note Regarding Forward-Looking Statements 52Industry and Market Data 53Use of Proceeds 57Dividend Policy 58Capitalization 59Dilution 60Exchange Rate Information 62Corporate History and Structure 63Managements Discussion and Analysis of Financial Condition and Results ofOperations 65Business 81Regulations 98Management 106Related Party Transactions 112Principal Shareholders 113Description of Share Capital 114Shares Eligible for Future Sale 124Material Income Tax Considerations 127Underwriting 132Expenses Related to this Offering 137Legal Matters 138Experts 138Enforceability of Civil Liabilities 139Where You Can Find Additional Information 141Index to Consolidated Financial Statements F-1We are responsible for the information contained in this prospectus andany free writing prospectus we prepare or authorize.We have not,and theunderwriters have not,authorized anyone to provide you with differentinformation,and we and the underwriters take no responsibility for anyother information others may give you.We are not,and the underwriters arenot,making an offer to sell our Ordinary Shares in any jurisdiction wherethe offer or sale is not permitted.You should not assume that theinformation contained in this prospectus is accurate as of any date otherthan the date on the front cover of this prospectus,regardless of the timeof delivery of this prospectus or the sale of any Ordinary Shares.For investors outside the United States:Neither we nor the underwriters havedone anything that would permit this offering or possession or distribution of thisprospectus in any jurisdiction,other than the United States,where action for thatpurpose is required.Persons outside the United States who come into possession ofthis prospectus must inform themselves about,and observe any restrictions relatingto,the offering of the Ordinary Shares and the distribution of this prospectusoutside the United States.CKHL is incorporated under the laws of the Cayman Islands as an exempted companywith limited liability and a majority of our outstanding securities are owned by non-U.S.residents.Under the rules of the SEC we currently qualify for treatment as a“foreign private issuer.”As a foreign private issuer,we will not be required tofile periodic reports and financial statements with the SEC as frequently or aspromptly as domestic registrants whose securities are registered under theExchange Act.Until and including ,2023(25 days after the date of thisprospectus),all dealers that buy,sell or trade our Ordinary Shares,whether or not participating in this offering,may be required to deliver aprospectus.This delivery requirement is in addition to the obligation ofdealers to deliver a prospectus when acting as underwriters and withrespect to their unsold allotments or subscriptions.iTable of ContentsCONVENTIONS THAT APPLY TO THIS PROSPECTUSUnless otherwise indicated or the context otherwise requires,all references inthis prospectus to:Articles or Articles of Association refers to the amended andrestated articles of association of our Company(as amended from time totime)adopted on and as amended,supplemented and/or otherwise modifiedfrom time to time;“BVI”refers to the British Virgin Islands;“Chiu&Lee Partners”refers to Chiu&Lee Partners Construction Co.,Limited,a company incorporated in Hong Kong with limited liability,anindirect wholly owned subsidiary of CKHL and our key Operating Subsidiary inHong Kong;“Companies Act”refers to the Companies Act(as revised)of the CaymanIslands,as amended,supplemented or otherwise modified from time to time;“Company,”“we,”“us,”and“CKHL”refers to Chi Ko Holdings Limited,an exempted Company incorporated in the Cayman Islands with limitedliability on March 29,2022,that will issue the Ordinary Shares beingoffered;“Controlling Shareholder”refers to the ultimate beneficial owner of theCompany,who is Mr.Keung Yun Yuen.See“Management”and“PrincipalShareholders”for more information;“COVID-19”refers to the Coronavirus Disease 2019;“Exchange Act”refers to the U.S.Securities Exchange Act of 1934,asamended;“HKD”or“HK$”refers to Hong Kong dollar(s),the lawful currency ofHong Kong;“Hong Kong”refers to Hong Kong Special Administrative Region of thePeoples Republic of China;“Independent Third Party”refers to a person or company who or which isindependent of and is not a 5%owner of,does not control and is notcontrolled by or under common control with any 5%owner and is not thespouse or descendant(by birth or adoption)of any 5%owner of the Company;“IPO”refers to an initial public offering of securities;“mainland China”refers to the PRC(excluding Hong Kong,Macau andTaiwan);Memorandum or Memorandum of Association refers to the amendedand restated memorandum of association of our Company(as amended from timeto time)adopted on and as amended,supplemented and/or otherwisemodified from time to time;“Nasdaq”refers to Nasdaq Stock Market LLC;“Orange Space”refers to ORANGE SPACE LIMITED,a BVI business companylimited by shares incorporated in the BVI,a direct wholly owned subsidiaryof CKHL;“Ordinary Shares”or“Shares”refer to our ordinary shares,par value$0.0001 per ordinary share;“PCAOB”refers to Public Company Accounting Oversight Board;“PRC”or“China”refers to the Peoples Republic of China;“PRC government”or“PRC authorities”,or variations of such words orsimilar expressions,refer to the central,provincial,and local governmentsof all levels in mainland China,including regulatory and administrativeauthorities,agencies and commissions,or any court,tribunal or any otherjudicial or arbitral body in mainland China;“PRC laws”refers to all applicable laws,statutes,rules,regulations,ordinances and other pronouncements having the binding effect of law inmainland China;iiTable of Contents “SEC”or“Securities and Exchange Commission”means the United StatesSecurities and Exchange Commission;“Securities Act”refers to the U.S.Securities Act of 1933,as amended;and “U.S.dollars”or“$”or“USD”or“dollars”refers to United Statesdollar(s),the lawful currency of the United States.We have made rounding adjustments to some of the figures included in thisprospectus.Accordingly,numerical figures shown as totals in some tables may not bean arithmetic aggregation of the figures that preceded them.Unless the context indicates otherwise,all information in this prospectusassumes no exercise by the underwriters of their over-allotment option.CKHL is a holding company with operations conducted in Hong Kong through its keyOperating Subsidiary in Hong Kong,Chiu&Lee Partners.Chiu&Lee Partnersreporting currency is Hong Kong dollars.This prospectus contains translations ofHong Kong dollars into U.S.dollars solely for the convenience of the reader.Unlessotherwise noted,all translations from Hong Kong dollars to U.S.dollars and fromU.S.dollars to Hong Kong dollars in this prospectus were calculated at the rate ofUS$1=HK$7.8,representing the noon buying rate in The City of New York for cabletransfers of HK$as certified for customs purposes by the Federal Reserve Bank of NewYork on the last trading day of March 31,2022.No representation is made that theHK$amount represents or could have been,or could be converted,realized or settledinto US$at that rate,or at any other rate.iiiTable of ContentsPROSPECTUS SUMMARYThe following summary highlights information contained elsewhere in thisprospectus and does not contain all of the information you should consider beforeinvesting in our Ordinary Shares.You should read the entire prospectus carefully,including“Risk Factors,”“Managements Discussion and Analysis of FinancialCondition and Results of Operations,”and our consolidated financial statementsand the related notes thereto,in each case included in this prospectus.You shouldcarefully consider,among other things,the matters discussed in the section ofthis prospectus titled“Business”before making an investment decision.Unless thecontext otherwise requires,all references to“CKHL,”“we,”“us,”“our,”the“Company,”and similar designations refer to Chi Ko Holdings Limited,an exemptedCayman Islands company and its wholly owned subsidiaries.OverviewWe are a holding company incorporated in the Cayman Islands with operationsconducted by our Hong Kong subsidiary,Chiu&Lee Partners.We are a one-stop shop construction service provider and establishedconstruction contractor in Hong Kong with over 40 years of experience in theconstruction industry,principally providing(i)foundation and site formationwork,which mainly include piling work,excavation and lateral support work andpile cap construction,work;(ii)general building work and associated services,which mainly include development of superstructures,alteration,and addition work;and(iii)other construction work,which mainly includes demolition work.We areable to undertake construction work as either a main contractor or a subcontractor.Competitive StrengthsWe believe the following competitive strengths differentiate us from ourcompetitors:Established market presence in the construction industry with over 40years of operating history;Possess a range of qualifications to undertake a range of constructionprojects;Strong and stable network of subcontractors and suppliers;Stable relationships with our customers;and Experienced and professional management team.Our StrategiesWe intend to pursue the following strategies to further expand our business:Adhere to our one-stop shop strategy and prudent financial management;Compete for sizeable and profitable construction projects;Grow through selected strategic acquisition for machinery and robotics;Enhance our participation in undertaking construction works from both theprivate sector and the public sector;and Further enhance our project management capability.Corporate History and StructureWe are a company principally engaged in construction work in Hong Kong.We haveobtained the relevant registration for our business operations via our keyOperating Subsidiary,Chiu&Lee Partners,as a general building contractor fromthe Buildings Department of Hong Kong since 1999 and as a specialist contractor inthe demolition work category,foundation work category,and site formation workcategory from the Buildings Department of Hong Kong since 2006.As of the date ofthis prospectus,our Controlling Shareholder owns of our issued sharecapital.In February 2022,Orange Space Limited was incorporated under the laws of theBritish Virgin Islands,as an intermediate holding company.1Table of ContentsIn March 2022,CKHL was incorporated under the laws of the Cayman Islands as anexempted company with limited liability,as the holding company of our BVI and HongKong subsidiaries.In April 2022,as part of the reorganization,CKHL acquired,through OrangeSpace,all the shares of Chiu&Lee Partners from the Controlling Shareholder andbecame the ultimate holding company of Orange Space and Chiu&Lee Partners.On May4,2022,CKHL issued 11,249,999 Ordinary Shares to the Controlling Shareholder.OnMay 4,2022,the Controlling Shareholder sold 551,250 Ordinary Shares each to Mr.Ling Chi Fai and Mr.Wong Chi Wai,respectively.Mr.Ling Chi Fai and Mr.Wong ChiWai are individuals that have no affiliation with CKHL and its subsidiaries.The chart below illustrates our corporate structure and subsidiaries as of thedate of this prospectus and upon completion of this offering(assuming theunderwriters do not exercise the over-allotment option):We are offering Ordinary Shares,representing%of the OrdinaryShares following completion of the offering of CKHL,assuming the underwriters donot exercise the over-allotment option.We will be a“controlled company”as defined under the Nasdaq Stock MarketRules because,immediately after the completion of this offering,our ControllingShareholder will own%of our total issued and outstanding Shares,representing%of the total voting power,assuming that the underwriters donot exercise their over-allotment option.Holding Company StructureCKHL is a holding company incorporated in the Cayman Islands with no materialoperations of its own,and we conduct our operations primarily in Hong Kong throughour key Operating Subsidiary Chiu&Lee Partners.This is an offering of theOrdinary Shares of CKHL,the holding company in the Cayman Islands,instead of theshares of the Operating Subsidiary.Investors in this offering will not directlyhold any equity interests in the Operating Subsidiary.As a result of our corporate structure,CKHLs ability to pay dividends maydepend upon dividends paid by our Operating Subsidiary.If our existing OperatingSubsidiary or any newly formed ones incur debt on their own behalf in the future,the instruments governing their debt may restrict their ability to pay dividends tous.2Table of ContentsTransfers of Cash To and From Our SubsidiariesOur management monitors the cash position of our Operating Subsidiary regularlyand prepares budgets on a monthly basis to ensure it has the necessary funds tofulfill its obligations for the foreseeable future and to ensure adequateliquidity.In the event that there is a need for cash or a potential liquidityissue,it will be reported to our Chief Financial Officer and subject to approvalby our board of directors.No regulatory approval is required for CKHL to transfer cash to itssubsidiaries is subject to the following:CKHL is permitted under the laws of theCayman Islands and its memorandum and articles of association(as amended from timeto time)to provide funding to our subsidiaries incorporated in the BVI and HongKong through loans or capital contributions.CKHLs subsidiary formed under thelaws of the BVI is permitted under the laws of the BVI to provide funding to ourHong Kong Operating Subsidiary Chiu&Lee Partners subject to certain restrictionslaid down in the BVI Business Companies Act 2004(as amended)and memorandum andarticles of association of the relevant CKHLs subsidiary incorporated under thelaws of the BVI.The ability of Orange Space,the direct subsidiary of CKHL,to transfer cash toCKHL is subject to the following:according to the BVI Business Companies Act 2004(as amended),Orange Space may make dividends distribution to the extent thatimmediately after the distribution,the value of the companys assets exceeds itsliabilities and that such company is able to pay its debts as they fall due.The ability of Chiu&Lee Partners to transfer cash to Orange Space is subjectto the following:according to the Companies Ordinance of Hong Kong,Chiu&LeePartners may only make a distribution out of profits available for distribution.Other than the above,we did not adopt or maintain any cash management policies andprocedures as of the date of this prospectus.During the years ended March 31,2022 and 2021,Chiu&Lee Partners declaredcash dividends in the amounts of HK$12,000,000(approximately US$1,538,462)andHK$6,000,000(approximately US$769,231),respectively to the then-shareholder,Mr.Keung Yun Yuen.For the cash dividend declared for the year ended March 31,2021,all were offset by the amount due from Mr.Keung Yun Yuen in March 2021.For thecash dividend declared for the year ended March 31,2022,HK$10,704,314(approximately US$1,372,348)were offset by the amount due from Mr.Keung Yun Yuenin February 2022 and HK$1,295,681(approximately US$166,113)were offset by theamount due from Mr.Keung Yun Yuen in May 2022.During the years ended March 31,2022 and 2021 and as at the date of this prospectus,CKHL did not declare or payany dividends and there was no transfer of assets among CKHL and its subsidiaries.If we determine to pay dividends on any of our Ordinary Shares in the future,as a holding company,we will be dependent on receipt of funds from oursubsidiaries by way of dividend payments.CKHL is permitted under the laws ofCayman Islands and its memorandum and articles of association(as amended from timeto time)to provide funding to its subsidiaries through loans or capitalcontributions.Chiu&Lee Partners is permitted under the laws of Hong Kong toprovide funding to CKHL through dividend distributions without restrictions on theamount of the funds distributed.We currently intend to retain all available funds and future earnings,if any,for the operation and expansion of our business and do not anticipate declaring orpaying any dividends in the foreseeable future.Any future determination related toour dividend policy will be made at the discretion of our board of directors afterconsidering our financial condition,results of operations,capital requirements,contractual requirements,business prospects and other factors the board ofdirectors deems relevant,and subject to the restrictions contained in any futurefinancing instruments.There are no statutory prohibitions in the Cayman Islands on the granting offinancial assistance by a company to another person for the purchase of,orsubscription for,its own,its holding companys or a subsidiarys shares.Therefore,a company may provide financial assistance provided the directors of thecompany,when proposing to grant such financial assistance,discharge their dutiesof care and act in good faith,for a proper purpose and in the interests of thecompany.Such assistance should be on an arms-length basis.Subject to theCompanies Act and our Memorandum and Articles of Association,our Company ingeneral meeting may declare dividends in any currency to be paid to the members butno dividend shall be declared in excess of the amount recommended by our board ofdirectors.Subject to a solvency test,as prescribed in the Companies Act,and theprovisions,if any,of the companys memorandum and articles of association,acompany may pay dividends and distributions out of its share premium account.Inaddition,based upon English case law that is likely to be persuasive in the CaymanIslands,dividends may be paid out of profits.The Cayman Islands does not impose awithholding tax on payments of dividends to shareholders in the Cayman Islands.3Table of ContentsUnder Hong Kong law,dividends could only be paid out of distributable profits(that is,accumulated realized profits less accumulated realized losses)or otherdistributable reserves,as permitted under Hong Kong law.Dividends cannot be paidout of share capital.There are no restrictions or limitation under the laws ofHong Kong imposed on the conversion of HK dollar into foreign currencies and theremittance of currencies out of Hong Kong,nor there is any restriction on foreignexchange to transfer cash between CKHL and its subsidiaries,across borders and toU.S.investors,nor there is any restrictions and limitations to distributeearnings from our business and subsidiaries,to CKHL and U.S.investors and amountsowed.Under the current practice of the Inland Revenue Department of Hong Kong,notax is payable in Hong Kong in respect to dividends paid by us.See“Dividend Policy”and“Risk Factors We rely on dividends and otherdistributions on equity paid by our subsidiaries to fund any cash and financingrequirements we may have,and any limitation on the ability of our subsidiaries tomake payments to us could have a material adverse effect on our ability to conductour business,”and Consolidated Statements of Change in Shareholders Equity inthe audited financial statements contained in this prospectus for more information.Enforceability of Civil LiabilitiesWe are incorporated under the laws of the Cayman Islands as an exempted companywith limited liability.Substantially all of our assets are located outside theUnited States.In addition,all of our directors and officers are nationals orresidents of jurisdictions other than the United States and all or a substantialportion of their assets are located outside the United States.As a result,it maybe difficult for investors to effect service of process within the United Statesupon us or these persons or to enforce judgments obtained in U.S.courts against usor them,including judgments predicated upon the civil liability provisions of thesecurities laws of the United States or any state in the United States.It may alsobe difficult for you to enforce judgments obtained in U.S.courts based on thecivil liability provisions of the U.S.federal securities laws against us and ourofficers and directors.We have appointed Cogency Global Inc.as our agent upon whom process may beserved in any action brought against us under the securities laws of the UnitedStates.Appleby,our counsel as to the laws of the Cayman Islands has advised us thatthere is uncertainty as to whether the courts of the Cayman Islands would(i)recognize or enforce judgments of U.S.courts obtained against us or our directorsor officers predicated upon the civil liability provisions of the securities lawsof the United States or any state in the United States,or(ii)entertain originalactions brought in the Cayman Islands against us or our directors or officerspredicated upon the securities laws of the United States or any state in the UnitedStates.Appleby has informed us that any final and conclusive judgment for a definitesum(not being a sum payable in respect of taxes or other charges of a like naturenor a fine or other penalty)and/or certain non-monetary judgments rendered in anyaction or proceedings brought against our Company in a foreign court(other thancertain judgments of a superior court of certain states of the Commonwealth ofAustralia)will be recognized as a valid judgment by the courts of the CaymanIslands without re-examination of the merits of the case.On general principles,wewould expect such proceedings to be successful provided that the court which gavethe judgment was competent to hear the action in accordance with privateinternational law principles as applied in the Cayman Islands and the judgment isnot contrary to public policy in the Cayman Islands,has not been obtained by fraudor in proceedings contrary to natural justice.Substantially all of our assets are located outside the United States.Inaddition,a majority of our directors and officers are nationals or residents ofjurisdictions other than the United States and all or a substantial portion oftheir assets are located outside the United States.As a result,it may bedifficult for investors to effect service of process within the United States uponus or these persons.Name Position Nationality ResidenceMr.Keung Yun Yuen Chairman of the board Chinese Hong KongMr.Chan Lee Chuen Director and Chief ExecutiveOfficer Chinese Hong KongMs.Choi Hiu Ying Chief Financial Officer Chinese Hong KongMr.ThirupathiNachiappan Independent Director Appointee Indian Hong KongMr.Wong Heung Ming Independent Director Appointee Chinese Hong KongDr.Liu Yuk Shing Independent Director Appointee Chinese Hong KongMr.Ng Wai Leung Quality Surveyor Manager Chinese Hong Kong4Table of ContentsCFN Lawyers,our counsel as to the laws of Hong Kong,has advised us that thereis uncertainty as to whether the courts of Hong Kong would(i)recognize or enforcejudgments of U.S.courts obtained against us or our directors or officerspredicated upon the civil liability provisions of the securities laws of the UnitedStates or any state in the United States,or(ii)entertain original actionsbrought in Hong Kong against us or our directors or officers predicated upon thesecurities laws of the United States or any state in the United States.A judgment of a court in the United States predicated upon U.S.federal orstate securities laws may be enforced in Hong Kong at common law by bringing anaction in a Hong Kong court on that judgment for the amount due thereunder,andthen seeking summary judgment on the strength of the foreign judgment,providedthat the foreign judgment,among other things,is(1)for a debt or a definite sumof money(not being taxes or similar charges to a foreign government taxingauthority or a fine or other penalty),and(2)final and conclusive on the meritsof the claim,but not otherwise.Such a judgment may not,in any event,be soenforced in Hong Kong if(a)it was obtained by fraud,(b)the proceedings in whichthe judgment was obtained were opposed to natural justice,(c)its enforcement orrecognition would be contrary to the public policy of Hong Kong,(d)the court ofthe United States was not jurisdictionally competent,or(e)the judgment was inconflict with a prior Hong Kong judgment.Hong Kong has no arrangement for the reciprocal enforcement of judgments withthe United States.As a result,there is uncertainty as to the enforceability inHong Kong,in original actions or in actions for enforcement,of judgments of U.S.courts of civil liabilities predicated solely upon the federal securities laws ofthe United States or the securities laws of any state or territory within theUnited States.Summary of Key RisksOur business is subject to a number of risks,including risks that may preventus from achieving our business objectives or may materially and adversely affectour business,financial condition,results of operations,cash flows,and prospectsthat you should consider before making a decision to invest in our Ordinary Shares.These risks are discussed more fully in“Risk Factors.”Risks Relating to Doing Business in Hong Kong Our key operations are in Hong Kong,a Special Administrative Region ofthe PRC.According to the long-arm provisions under the current PRC lawsand regulations,the PRC government may exercise significant oversight anddiscretion over the conduct of our business and may intervene in orinfluence our operations at any time,which could result in a materialchange in our operations and/or the value of our Ordinary Shares.The PRCgovernment may intervene or impose restrictions on our ability to movemoney out of Hong Kong to distribute earnings and pay dividends or toreinvest in our business outside of Hong Kong.Changes in the policies,regulations,rules,and the enforcement of laws of the PRC government mayalso be quick with little advance notice and our assertions and beliefs ofthe risk imposed by the PRC legal and regulatory system cannot be certain.See“Risk Factors Risks Relating to Doing Business in Hong Kong Ourkey operations are in Hong Kong,a Special Administrative Region of thePRC.According to the long-arm provisions under the current PRC laws andregulations,the PRC government may exercise significant oversight anddiscretion over the conduct of our business and may intervene in orinfluence our operations at any time,which could result in a materialchange in our operations and/or the value of our Ordinary Shares.Changesin the policies,regulations,rules,and the enforcement of laws of thePRC government may also be quick with little advance notice and ourassertions and beliefs of the risk imposed by the PRC legal and regulatorysystem cannot be certain”on page 22 of this prospectus.There are uncertainties regarding the interpretation and enforcement ofPRC and Hong Kong laws,rules,and regulations.See“Risk Factors Risks Relating to Doing Business in Hong Kong There are uncertaintiesregarding the interpretation and enforcement of PRC and Hong Kong laws,rules,and regulations”on page 23 of this prospectus.If the PRC government chooses to exert more oversight and control overofferings that are conducted overseas and/or foreign investment in China-based issuers,such action may significantly limit or completely hinderour ability to offer or continue to offer Ordinary Shares to investors andcause the value of our Ordinary Shares to significantly decline or beworthless.See“Risk Factors Risks Relating to Doing Business in HongKong If the PRC government chooses to exert more oversight and controlover offerings that are5Table of Contentsconducted overseas and/or foreign investment in China-based issuers,suchaction may significantly limit or completely hinder our ability to offeror continue to offer Ordinary Shares to investors and cause the value ofour Ordinary Shares to significantly decline or be worthless on page 23 ofthis prospectus.Adverse regulatory developments in China may subject us to additionalregulatory review,and additional disclosure requirements and regulatoryscrutiny to be adopted by the SEC in response to risks related to recentregulatory developments in China may impose additional compliancerequirements for companies like us with Hong Kong-based operations,all ofwhich could increase our compliance costs and subject us to additionaldisclosure requirements.See“Risk Factors Risks Relating to DoingBusiness in Hong Kong Adverse regulatory developments in China maysubject us to additional regulatory review,and additional disclosurerequirements and regulatory scrutiny to be adopted by the SEC in responseto risks related to recent regulatory developments in China may imposeadditional compliance requirements for companies like us with Hong Kong-based operations,all of which could increase our compliance costs andsubject us to additional disclosure requirements”on page 25 of thisprospectus.We may become subject to a variety of PRC laws and other obligationsregarding data security offerings that are conducted overseas and/orforeign investment in China-based issuers,and any failure to comply withapplicable laws and obligations could have a material and adverse effecton our business,financial condition and results of operations and mayhinder our ability to offer or continue to offer Ordinary Shares toinvestors and cause the value of our Ordinary Shares to significantlydecline or be worthless.See“Risk Factors Risks Relating to DoingBusiness in Hong Kong We may become subject to a variety of PRC lawsand other obligations regarding data security offerings that are conductedoverseas and/or foreign investment in China-based issuers,and any failureto comply with applicable laws and obligations could have a material andadverse effect on our business,financial condition and results ofoperations and may hinder our ability to offer or continue to offerOrdinary Shares to investors and cause the value of our Ordinary Shares tosignificantly decline or be worthless”on page 25 of this prospectus.Although the audit report included in this prospectus is prepared byU.S.auditors who are currently inspected by the PCAOB,there is noguarantee that future audit reports will be issued by auditors inspectedby the PCAOB,and,as such,in the future,investors may be deprived ofthe benefits of such inspection.Furthermore,trading in our OrdinaryShares may be prohibited under the HFCA Act if the SEC subsequentlydetermines our audit work is performed by auditors that the PCAOB isunable to inspect or investigate completely,and as a result,U.S.national securities exchanges,such as the Nasdaq,may determine todelist our securities.Furthermore,on December 29,2022 the AcceleratingHolding Foreign Companies Accountable Act was enacted,which amended theHFCA Act by requiring the SEC to prohibit an issuers securities fromtrading on any U.S.stock exchanges if its auditor is not subject to PCAOBinspections for two consecutive years instead of three,and thus,reducedthe time before our Ordinary Shares may be prohibited from trading ordelisted.See“Risk Factors Risks Relating to Doing Business in HongKong Although the audit report included in this prospectus is preparedby U.S.auditors who are currently inspected by the PCAOB,there is noguarantee that future audit reports will be issued by auditors inspectedby the PCAOB,and,as such,in the future,investors may be deprived ofthe benefits of such inspection.Furthermore,trading in our OrdinaryShares may be prohibited under the HFCA Act if the SEC subsequentlydetermines our audit work is performed by auditors that the PCAOB isunable to inspect or investigate completely,and as a result,U.S.national securities exchanges,such as the Nasdaq,may determine to delistour securities.Furthermore,on December 29,2022 the Accelerating HoldingForeign Companies Accountable Act was enacted,which amended the HFCA Actby requiring the SEC to prohibit an issuers securities from trading onany U.S.stock exchanges if its auditor is not subject to PCAOBinspections for two consecutive years instead of three,and thus,reducedthe time before our Ordinary Shares may be prohibited from trading ordelisted”on page 27 of this prospectus.The recent joint statement by the SEC,proposed rule changes submitted byNasdaq,and an act passed by the U.S.Senate and the U.S.House ofRepresentatives all call for additional and more stringent criteria to beapplied to emerging market companies.These developments could adduncertainties to our offering,business operations,share price,andreputation.See“Risk Factors Risks Relating to Doing Business6Table of Contentsin Hong Kong The recent joint statement by the SEC,proposed rulechanges submitted by Nasdaq,and an act passed by the U.S.Senate and theU.S.House of Representatives all call for additional and more stringentcriteria to be applied to emerging market companies.These developmentscould add uncertainties to our offering,business operations,share price,and reputation”on page 29 of this prospectus.The enactment of Law of the PRC on Safeguarding National Security in theHong Kong Special Administrative Region could impact our Hong Kongsubsidiary.See“Risk Factors Risks Relating to Doing Business in HongKong The enactment of Law of the PRC on Safeguarding National Securityin the Hong Kong Special Administrative Region could impact our Hong Kongsubsidiary”on page 30 of this prospectus.If we become subject to the recent scrutiny,criticism,and negativepublicity involving U.S.-listed China-based companies,we may have toexpend significant resources to investigate and/or defend the matter,which could harm our business operations,this offering,and ourreputation and could result in a loss of your investment in our OrdinaryShares,in particular if such matter cannot be addressed and resolvedfavorably.See“Risk Factors Risks Relating to Doing Business in HongKong If we become subject to the recent scrutiny,criticism,andnegative publicity involving U.S.-listed China-based companies,we mayhave to expend significant resources to investigate and/or defend thematter,which could harm our business operations,this offering,and ourreputation and could result in a loss of your investment in our OrdinaryShares,in particular if such matter cannot be addressed and resolvedfavorably”on page 30 of this prospectus.A downturn in Hong Kong,mainland China,or global economy,or a change ineconomic and political policies of China,could materially and adverselyaffect our business and financial condition.See“Risk Factors RisksRelating to Doing Business in Hong Kong A downturn in the Hong Kong,China,or global economy,or a change in economic and political policiesof China,could materially and adversely affect our business and financialcondition”on page 30 of this prospectus.Because our business is conducted in Hong Kong dollars and the price ofour Ordinary Shares is quoted in U.S.dollars,changes in currencyconversion rates may affect the value of your investments.See“RiskFactors Risks Relating to Doing Business in Hong Kong Because ourbusiness is conducted in Hong Kong dollars and the price of our OrdinaryShares is quoted in U.S.dollars,changes in currency conversion rates mayaffect the value of your investments”on page 31 of this prospectus.There are political risks associated with conducting business inHong Kong.See“Risk Factors Risks Relating to Doing Business in HongKong There are political risks associated with conducting business inHong Kong”on page 31 of this prospectus.The Hong Kong legal system embodies uncertainties that could limit theavailability of legal protections.See“Risk Factors Risks Relating toDoing Business in Hong Kong The Hong Kong legal system embodiesuncertainties that could limit the availability of legal protections”onpage 32 of this prospectus.You may experience difficulties in effecting service of legal process,enforcing foreign judgments or bringing actions in Hong Kong against us orour management named in this prospectus based on Hong Kong laws.See“Risk Factors Risks Relating to Doing Business in Hong Kong You mayexperience difficulties in effecting service of legal process,enforcingforeign judgments or bringing actions in Hong Kong against us or ourmanagement named in this prospectus based on Hong Kong laws”on page 32of this prospectus.Changes in international trade policies,trade disputes,barriers totrade,or the emergence of a trade war may dampen growth in Hong Kong,where the majority of our clients reside.See“Risk Factors RisksRelating to Doing Business in Hong Kong Changes in international tradepolicies,trade disputes,barriers to trade,or the emergence of a tradewar may dampen growth in Hong Kong,where the majority of our clientsreside”on page 32 of this prospectus.7Table of ContentsRisks Related to Our Business and Industry If we are unable to accurately estimate the overall risks,revenues,orcosts on our projects,we may incur contract losses or achieve lower thananticipated profits.See“Risk Factors Risks Related to Our Businessand Industry If we are unable to accurately estimate the overall risks,revenues,or costs on our projects,we may incur contract losses orachieve lower than anticipated profits”on page 33 of this prospectus.We may be unable to obtain or maintain sufficient bonding capacity,whichcould materially adversely affect our business.See“Risk Factors Risks Related to Our Business and Industry We may be unable to obtainor maintain sufficient bonding capacity,which could materially adverselyaffect our business”on page 33 of this prospectus.Design-build contracts subject us to the risk of design errors andomissions.See“Risk Factors Risks Related to Our Business andIndustry Design-build contracts subject us to the risk of design errorsand omissions”on page 34 of this prospectus.We depend on third parties for equipment and supplies essential to operateour business.See“Risk Factors Risks Related to Our Business andIndustry We depend on third parties for equipment and suppliesessential to operate our business”on page 34 of this prospectus.The construction services industry is highly schedule driven,and ourfailure to meet the schedule requirements of our contracts could adverselyaffect our reputation and/or expose us to financial liability.See“RiskFactors Risks Related to Our Business and Industry The constructionservices industry is highly schedule driven,and our failure to meet theschedule requirements of our contracts could adversely affect ourreputation and/or expose us to financial liability”on page 34 of thisprospectus.Failure to maintain safe work sites could result in significant losses,which could materially affect our business and reputation.See“RiskFactors Risks Related to Our Business and Industry Failure tomaintain safe work sites could result in significant losses,which couldmaterially affect our business and reputation”on page 34 of thisprospectus.Our revenue mainly relies on successful tenders or acceptance of ourquotations for construction projects which are non-recurring in nature andany failure in securing projects from our existing customers and/or newcustomers in the future would affect our business operation and financialresults.See“Risk Factors Risks Related to Our Business and Industry Our revenue mainly relies on successful tenders or acceptance of ourquotations for construction projects which are non-recurring in nature andany failure in securing projects from our existing customers and/or newcustomers in the future would affect our business operation and financialresults”on page 34 of this prospectus.A significant portion of our revenue was generated from contracts awardedby a limited number of customers and any significant decrease in thenumber of projects with our major customers and any significant decreasein the number of projects with our major customers may materially andadversely affect our financial condition and operating results.See“RiskFactors Risks Related to Our Business and Industry A significantportion of our revenue was generated from contracts awarded by a limitednumber of customers and any significant decrease in the number of projectswith our major customers and any significant decrease in the number ofprojects with our major customers may materially and adversely affect ourfinancial condition and operating results”on page 34 of this prospectus.We may not be able to bill and receive the full amount of gross amountsdue from customers for contract work and our revenue may fluctuate due tovariation orders.See“Risk Factors Risks Related to Our Business andIndustry We may not be able to bill and receive the full amount ofgross amounts due from customers for contract work and our revenue mayfluctuate due to variation orders”on page 35 of this prospectus.We rely on our subcontractors to help complete our projects and to supplythe machinery required.See“Risk Factors Risks Related to OurBusiness and Industry We rely on our subcontractors to help completeour projects and to supply the machinery required”on page 35 of thisprospectus.8Table of Contents As we from time to time engage subcontractors in our work,we may bearresponsibilities for any non-performance,delayed performance,sub-standard performance,or non-compliance of our subcontractors.See“RiskFactors Risks Related to Our Business and Industry As we from timeto time engage subcontractors in our work,we may bear responsibilitiesfor any non-performance,delayed performance,sub-standard performance,ornon-compliance of our subcontractors”on page 36 of this prospectus.There is no guarantee that safety measures and procedures implemented atour construction sites could prevent the occurrence of industrialaccidents of all kinds,which in turn might lead to claims in respect toemployees compensation,personal injuries,fatal accidents,and/orproperty damages against us.See“Risk Factors Risks Related to OurBusiness and Industry There is no guarantee that safety measures andprocedures implemented at our construction sites could prevent theoccurrence of industrial accidents of all kinds,which in turn might leadto claims in respect to employees compensation,personal injuries,fatalaccidents,and/or property damages against us”on page 36 of thisprospectus.We determine the price of our quotation or tender based on the estimatedtime and costs to be involved in a project and the actual time and costsincurred may deviate from our estimate due to unexpected circumstances,thereby leading to cost overruns and adversely affecting our operationsand financial results.See“Risk Factors Risks Related to Our Businessand Industry We determine the price of our quotation or tender based onthe estimated time and costs to be involved in a project and the actualtime and costs incurred may deviate from our estimate due to unexpectedcircumstances,thereby leading to cost overruns and adversely affectingour operations and financial results”on page 36 of this prospectus.The geological conditions of construction sites are difficult toanticipate and may result in higher project expenses.See“Risk Factors Risks Related to Our Business and Industry The geological conditionsof construction sites are difficult to anticipate and may result in higherproject expenses”on page 37 of this prospectus.There is no assurance that we can maintain the qualifications,licenses,and registrations for the operation of our construction business.See“Risk Factors Risks Related to Our Business and Industry There is noassurance that we can maintain the qualifications,licenses,andregistrations for the operation of our construction business”on page 37of this prospectus.We rely on the service of our authorized signatory(ies)(“AuthorizedSignatory”)and Technical Director for our registrations maintained withthe Buildings Department of Hong Kong.See“Risk Factors Risks Relatedto Our Business and Industry We rely on the service of our authorizedsignatory(ies)(“Authorized Signatory”)and Technical Director for ourregistrations maintained with the Buildings Department of Hong Kong”onpage 37 of this prospectus.Cash inflows and outflows in connection with construction projects may beirregular thus may affect our net cash flow position.See“Risk Factors Risks Related to Our Business and Industry Cash inflows and outflowsin connection with construction projects may be irregular thus may affectour net cash flow position”on page 37 of this prospectus.We may be liable for damage caused to underground service utilities andinfrastructures and/or foundation of aged building adjacent to theconstruction sites where we carry out our construction projects.See“Risk Factors Risks Related to Our Business and Industry We may beliable for damage caused to underground service utilities andinfrastructures and/or foundation of aged building adjacent to theconstruction sites where we carry out our construction projects”on page38 of this prospectus.Claims in connection with employees compensation or personal injuriesmay arise and affect our reputation and operations.See“Risk Factors Risks Related to Our Business and Industry Claims in connection withemployees compensation or personal injuries may arise and affect ourreputation and operations”on page 38 of this prospectus.We face keen competition from other players in the market.See“RiskFactors Risks Related to Our Business and Industry We face keencompetition from other players in the market”on page 38 of thisprospectus.9Table of Contents Any deterioration in the prevailing market conditions in the constructionindustry may adversely affect our performance and financial condition.See“Risk Factors Risks Related to Our Business and Industry Anydeterioration in the prevailing market conditions in the constructionindustry may adversely affect our performance and financial condition”onpage 38 of this prospectus.We are dependent on our key executives,management team and professionalstaff.See“Risk Factors Risks Related to Our Business and Industry We are dependent on our key executives,management team and professionalstaff”on page 39 of this prospectus.We may be unable to obtain sufficient funding on terms acceptable to us,or at all.See“Risk Factors Risks Related to Our Business andIndustry We may be unable to obtain sufficient funding on termsacceptable to us,or at all”on page 39 of this prospectus.Our insurance coverage may be inadequate to protect us from potentiallosses.See“Risk Factors Risks Related to Our Business and Industry Our insurance coverage may be inadequate to protect us from potentiallosses”on page 39 of this prospectus.We may be subject to litigation,arbitration,or other legal proceedingrisk.See“Risk Factors Risks Related to Our Business and Industry We may be subject to litigation,arbitration,or other legal proceedingrisk”on page 39 of this prospectus.We rely on our customer and subcontractor for the provision of machineryand equipment at construction sites.See“Risk Factors Risks Relatedto Our Business and Industry We rely on our customer and subcontractorfor the provision of machinery and equipment at construction sites”onpage 39 of this prospectus.We rely on a stable workforce to carry out our construction projects.Ifwe or our subcontractors experience any shortage of labor,industrialactions,strikes,or material increase in labor costs,our operations andfinancial results would be adversely affected.See“Risk Factors RisksRelated to Our Business and Industry We rely on a stable workforce tocarry out our construction projects.If we or our subcontractorsexperience any shortage of labor,industrial actions,strikes,or materialincrease in labor costs,our operations and financial results would beadversely affected”on page 40 of this prospectus.We may be unable to successfully implement our future business plans andobjectives.See“Risk Factors Risks Related to Our Business andIndustry We may be unable to successfully implement our future businessplans and objectives”on page 40 of this prospectus.A sustained outbreak of the COVID-19 pandemic could have a materialadverse impact on our business,operating results,and financialcondition.See“Risk Factors Risks Related to Our Business andIndustry A sustained outbreak of the COVID-19 pandemic could have amaterial adverse impact on our business,operating results,and financialcondition”on page 40 of this prospectus.A severe or prolonged downturn in the global economy could materially andadversely affect our business and results of operations.See“RiskFactors Risks Related to Our Business and Industry A severe orprolonged downturn in the global economy could materially and adverselyaffect our business and results of operations”on page 41 of thisprospectus.Risks Related to Our Ordinary Shares There has been no public market for our Ordinary Shares prior to thisoffering;if an active trading market does not develop you may not be ableto resell our Shares at any reasonable price.See“Risk Factors RisksRelated to Our Ordinary Shares There has been no public market for ourOrdinary Shares prior to this offering;if an active trading market doesnot develop you may not be able to resell our Shares at any reasonableprice”on page 42 of this prospectus.The trading price of our Ordinary Shares may be volatile,which couldresult in substantial losses to you.See“Risk Factors Risks Relatedto Our Ordinary Shares The trading price of our Ordinary Shares may bevolatile,which could result in substantial losses to you”on page 42 ofthis prospectus.10Table of Contents We rely on dividends and other distributions on equity paid by oursubsidiaries to fund our cash and financing requirements we may have,andany limitation on the ability of our subsidiaries to make payments to uscould have a material adverse effect on our ability to conduct ourbusiness.See“Risk Factors Risks Related to Our Ordinary Shares Werely on dividends and other distributions on equity paid by oursubsidiaries to fund our cash and financing requirements we may have,andany limitation on the ability of our subsidiaries to make payments to uscould have a material adverse effect on our ability to conduct ourbusiness”on page 43 of this prospectus.Our lack of effective internal controls over financial reporting mayaffect our ability to accurately report our financial results or preventfraud,which may affect the market for and the price of our OrdinaryShares.See“Risk Factors Risks Related to Our Ordinary Shares Ourlack of effective internal controls over financial reporting may affectour ability to accurately report our financial results or prevent fraud,which may affect the market for and the price of our Ordinary Shares”onpage 43 of this prospectus.Our Ordinary Shares are expected to initially trade under$5.00 per shareand thus would be known as a“penny stock.”Trading in penny stocks hascertain restrictions and these restrictions could negatively affect theprice and liquidity of our Ordinary Shares.See“Risk Factors RisksRelated to Our Ordinary Shares Our Ordinary Shares are expected toinitially trade under$5.00 per share and thus would be known as a“pennystock.”Trading in penny stocks has certain restrictions and theserestrictions could negatively affect the price and liquidity of ourOrdinary Shares”on page 44 of this prospectus.If we fail to meet applicable listing requirements,Nasdaq may delist ourOrdinary Shares from trading,in which case the liquidity and market priceof our Ordinary Shares could decline.See“Risk Factors Risks Relatedto Our Ordinary Shares If we fail to meet applicable listingrequirements,Nasdaq may delist our Ordinary Shares from trading,in whichcase the liquidity and market price of our Ordinary Shares could decline”on page 44 of this prospectus.The market price of our Ordinary Shares could be negatively affected bysales of substantial amounts of our Ordinary Shares in the public markets.See“Risk Factors Risks Related to Our Ordinary Shares The marketprice of our Ordinary Shares could be negatively affected by sales ofsubstantial amounts of our Ordinary Shares in the public markets”on page of this prospectus.If you purchase our Ordinary Shares in this offering,you will incurimmediate and substantial dilution in the book value of your Shares.See“Risk Factors Risks Related to Our Ordinary Shares If you purchaseour Ordinary Shares in this offering,you will incur immediate andsubstantial dilution in the book value of your Shares”on page 44 of thisprospectus.If a limited number of participants in this offering purchase asignificant percentage of the offering,the effective public float may besmaller than anticipated and the price of our Ordinary Shares may be morevolatile than it otherwise would be.See“Risk Factors Risks Relatedto Our Ordinary Shares If a limited number of participants in thisoffering purchase a significant percentage of the offering,the effectivepublic float may be smaller than anticipated and the price of our OrdinaryShares may be more volatile than it otherwise would be”on page 45 ofthis prospectus.Our directors,officers,and principal shareholders have significantvoting power and may take actions that may not be in the best interests ofour other shareholders.See“Risk Factors Risks Related to OurOrdinary Shares Our directors,officers,and principal shareholdershave significant voting power and may take actions that may not be in thebest interests of our other shareholders”on page 45 of this prospectus.Our board of directors may decline to register the transfer of OrdinaryShares in certain circumstances.See“Risk Factors Risks Related toOur Ordinary Shares Our board of directors may decline to register thetransfer of Ordinary Shares in certain circumstances”on page 45 of thisprospectus.11Table of Contents Because the amount,timing,and whether or not we distribute dividends atall is entirely at the discretion of our board of directors,you must relyon price appreciation of our Ordinary Shares for return on yourinvestment.See“Risk Factors Risks Related to Our Ordinary Shares Because the amount,timing,and whether or not we distribute dividends atall is entirely at the discretion of our board of directors,you must relyon price appreciation of our Ordinary Shares for return on yourinvestment”on page 46 of this prospectus.Our management has broad discretion to determine how to use the fundsraised in the offering and may use them in ways that may not enhance ourresults of operations or the price of our Ordinary Shares.See“RiskFactors Risks Related to Our Ordinary Shares Our management hasbroad discretion to determine how to use the funds raised in the offeringand may use them in ways that may not enhance our results of operations orthe price of our Ordinary Shares”on page 46 of this prospectus.Our disclosure controls and procedures may not prevent or detect allerrors or acts of fraud.See“Risk Factors Risks Related to OurOrdinary Shares Our disclosure controls and procedures may not preventor detect all errors or acts of fraud”on page 46 of this prospectus.We do not intend to pay dividends for the foreseeable future.See“RiskFactors Risks Related to Our Ordinary Shares We do not intend to paydividends for the foreseeable future”on page 46 of this prospectus.Securities analysts may not publish favorable research or reports aboutour business or may publish no information at all,which could cause ourOrdinary Share price or trading volume to decline.See“Risk Factors Risks Related to Our Ordinary Shares Securities analysts may notpublish favorable research or reports about our business or may publish noinformation at all,which could cause our Ordinary Share price or tradingvolume to decline”on page 47 of this prospectus.Certain judgments obtained against us by our shareholders may not beenforceable.See“Risk Factors Risks Related to Our Ordinary Shares Certain judgments obtained against us by our shareholders may not beenforceable”on page 47 of this prospectus.You may have more difficulties protecting your interests than you would asa shareholder of a U.S.corporation.See“Risk Factors Risks Relatedto Our Ordinary Shares You may have more difficulties protecting yourinterests than you would as a shareholder of a U.S.corporation”on page48 of this prospectus.Cayman Islands economic substance requirements may have an effect on ourbusiness and operations.See“Risk Factors Risks Related to OurOrdinary Shares Cayman Islands economic substance requirements may havean effect on our business and operations”on page 48 of this prospectus.We are a foreign private issuer within the meaning of the rules under theExchange Act,and,as such,we are exempt from certain provisionsapplicable to U.S.domestic public companies.See“Risk Factors RisksRelated to Our Ordinary Shares We are a foreign private issuer withinthe meaning of the rules under the Exchange Act,and,as such,we areexempt from certain provisions applicable to U.S.domestic publiccompanies”on page 48 of this prospectus.As a foreign private issuer,we are permitted to adopt certain homecountry practices in relation to corporate governance matters that differsignificantly from Nasdaq corporate governance listing standards.Thesepractices may afford less protection to shareholders than they would enjoyif we complied fully with Nasdaq corporate governance listing standards.See“Risk Factors Risks Related to Our Ordinary Shares As a foreignprivate issuer,we are permitted to adopt certain home country practicesin relation to corporate governance matters that differ significantly fromNasdaq corporate governance listing standards.These practices may affordless protection to shareholders than they would enjoy if we complied fullywith Nasdaq corporate governance listing standards”on page 49 of thisprospectus.12Table of Contents We may lose our foreign private issuer status in the future,which couldresult in significant additional costs and expenses.See“Risk Factors Risks Related to Our Ordinary Shares We may lose our foreign privateissuer status in the future,which could result in significant additionalcosts and expenses”on page 49 of this prospectus.There can be no assurance that we will not be a passive foreign investmentcompany(“PFIC”),for U.S.federal income tax purposes for any taxableyear,which could result in adverse U.S.federal income tax consequencesto U.S.holders of our Ordinary Shares.See“Risk Factors RisksRelated to Our Ordinary Shares There can be no assurance that we willnot be a passive foreign investment company(“PFIC”),for U.S.federalincome tax purposes for any taxable year,which could result in adverseU.S.federal income tax consequences to U.S.holders of our OrdinaryShares”on page 49 of this prospectus.We are an emerging growth company within the meaning of the Securities Actand may take advantage of certain reduced reporting requirements.See“Risk Factors Risks Related to Our Ordinary Shares We are anemerging growth company within the meaning of the Securities Act and maytake advantage of certain reduced reporting requirements”on page 50 ofthis prospectus.We will incur increased costs as a result of being a public company,particularly after we cease to qualify as an“emerging growth company.”See“Risk Factors Risks Related to Our Ordinary Shares We will incurincreased costs as a result of being a public company,particularly afterwe cease to qualify as an“emerging growth company”on page 50 of thisprospectus.As a“controlled company”under the rules of the Nasdaq Capital Market,we may choose to exempt our Company from certain corporate governancerequirements that could have an adverse effect on our public shareholders.See“Risk Factors Risks Related to Our Ordinary Shares As a“controlled company”under the rules of the Nasdaq Capital Market,wemay choose to exempt our Company from certain corporate governancerequirements that could have an adverse effect on our publicshareholders”on page 50 of this prospectus.Recent Regulatory Developments in the PRCWe are aware that,recently,the PRC government initiated a series ofregulatory actions and statements to regulate business operations in certain areasin China with little advance notice,including cracking down on illegal activitiesin the securities market,enhancing supervision over China-based companies listedoverseas using variable interest entity(“VIE”)structure,adopting new measuresto extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.For example,on July 6,2021,the General Office of theCommunist Party of China Central Committee and the General Office of the StateCouncil jointly issued a document to crack down on illegal activities in thesecurities market and promote the high-quality development of the capital market,which,among other things,requires the relevant governmental authorities tostrengthen cross-border oversight of law enforcement and judicial cooperation,toenhance supervision over China-based companies listed overseas,and to establishand improve the system of extraterritorial application of the PRC securities laws.Also,on July 10,2021,the Cyberspace Administration of China(the“CAC”)issueda revised draft of the Measures for Cybersecurity Review for public comments(the“Revised Draft”),which required that,in addition to“operators of criticalinformation infrastructure,”any“data processor”controlling personalinformation of no less than one million users that seeks to list in a foreign stockexchange should also be subject to cybersecurity review,and it further elaboratedthe factors to be considered when assessing the national security risks of therelevant activities.On December 24,2021,the CSRC released the Administrative Provisions of theState Council Regarding the Overseas Issuance and Listing of Securities by DomesticEnterprises(Draft for Comments)(the“Draft Administrative Provisions”)and theMeasures for the Overseas Issuance of Securities and Listing Record-Filings byDomestic Enterprises(Draft for Comments)(together with the Draft AdministrativeProvisions,the“Draft Rules Regarding Overseas Listing”).The Draft RulesRegarding Overseas Listing lays out the filing regulation arrangement for bothdirect and indirect overseas listing and clarifies the determination criteria forindirect overseas listing in overseas markets.Among other things,if a domesticenterprise intends to indirectly offer and list securities in an overseas market,the record-filing obligation is with a major operating entity incorporated in thePRC,and such filing obligation shall be completed within three working days afterthe overseas listing application is submitted.The required filing materials for anIPO and listing13Table of Contentsshall include,but not be limited to:regulatory opinions,record filing,approval,and other documents issued by competent regulatory authorities of relevantindustries(if applicable),and security assessment opinions issued by relevantregulatory authorities(if applicable).On December 27,2021,the NationalDevelopment and Reform Commission(“NDRC”)and the Ministry of Commerce jointlyissued the Special Administrative Measures for Entry of Foreign Investment(Negative List)(2021 Version)(“Negative List”),which became effective andreplaced the previous version.Pursuant to the Negative List,if a PRC company,which engages in any business where foreign investment is prohibited under theNegative List,or prohibited businesses seeks an overseas offering or listing,itmust obtain the approval from competent governmental authorities.Based on a set ofQ&A published on the NDRCs official website,a NDRC official indicated that aftera PRC company submits its application for overseas listing to the CSRC and wherematters relating to prohibited businesses under the Negative List are implicated,the CSRC will consult the regulatory authorities having jurisdiction over therelevant industries and fields.Because the Draft Rules Regarding Overseas Listingare currently in draft form and given the novelty of the Negative List,thereremain substantial uncertainties as to whether and what requirements,includingfiling requirements,will be imposed on a PRC company with respect to its listingand offerings overseas as well as with the interpretation and implementation ofexisting and future regulations in this regard.On February 17,2023,the CSRC issued the Trial Administrative Measures ofOverseas Securities Offering and Listing by Domestic Enterprises,or the TrialMeasures,which will become effective on March 31,2023.On the same date of theissuance of the Trial Measures,the CSRC circulated No.1 to No.5 SupportingGuidance Rules,the Notes on the Trial Measures,the Notice on AdministrationArrangements for the Filing of Overseas Listings by Domestic Enterprises and therelevant CSRC Answers to Reporter Questions on the official website of the CSRC,orcollectively,the Guidance Rules and Notice.The Trial Measures,together with theGuidance Rules and Notice,reiterate the basic supervision principles as reflectedin the Draft Overseas Listing Regulations by providing substantially the samerequirements for filings of overseas offering and listing by domestic companies,yet made the following updates compared to the Draft Overseas Listing Regulations:(a)further clarification of the circumstances prohibiting overseas issuance andlisting;(b)further clarification of the standard of indirect overseas listingunder the principle of substance over form,and(c)adding more details of filingprocedures and requirements by setting different filing requirements for differenttypes of overseas offering and listing.Under the Trial Measures and the GuidanceRules and Notice,domestic companies conducting overseas securities offering andlisting activities,either in direct or indirect form,shall complete filingprocedures with the CSRC pursuant to the requirements of the Trial Measures withinthree working days following its submission of initial public offerings or listingapplication.The companies that have already been listed on overseas stockexchanges or have obtained the approval from overseas supervision administrationsor stock exchanges for its offering and listing and will complete their overseasoffering and listing prior to September 30,2023 are not required to make immediatefilings for its listing yet need to make filings for subsequent offerings inaccordance with the Trial Measures.The companies that have already submitted anapplication for an initial public offering to overseas supervision administrationsprior to the effective date of the Trial Measures but have not yet obtained theapproval from overseas supervision administrations or stock exchanges for theoffering and listing may arrange for the filing within a reasonable time period andshould complete the filing procedure before such companies overseas issuance andlisting.On January 4,2022,the CAC,the NDRC,and several other administrationsjointly adopted and published the revised Cybersecurity Review Measures(“CRM”),which took effect on February 15,2022,and replaced the Revised Draft issued onJuly 10,2021.Pursuant to the revised CRM,if a network platform operator holdingpersonal information of over one million users seeks for“foreign”listing,itmust apply for the cybersecurity review.In addition,operators of criticalinformation infrastructure purchasing network products and services are alsoobligated to apply for the cybersecurity review for such purchasing activities.Although the CRM provides no further explanation on the extent of“networkplatform operator”and“foreign”listing,we do not believe we are obligated toapply for a cybersecurity review pursuant to the revised CRM,considering that(i)we are not in possession of or otherwise holding personal information of over onemillion users,and it is also very unlikely that we will reach such threshold inthe near future;and(ii)as of the date of this prospectus,we have not receivedany notice or determination from applicable PRC governmental authoritiesidentifying it as a critical information infrastructure operator.Our Operating Subsidiary may collect and store certain data from our clients inHong Kong,in connection with our business and operations.Given that(1)ourOperating Subsidiary is incorporated and located in Hong Kong;(2)we have nosubsidiary,VIE structure,nor any direct operations in mainland China;and(3)pursuant to the Basic Law,which is a national law of the PRC and theconstitutional document for Hong Kong,national laws of the PRC shall not beapplied in Hong Kong except for those listed in Annex III of the Basic Law(whichis confined to laws relating to defense and foreign affairs,as well as othermatters outside the autonomy of Hong Kong),and we do not currently14Table of Contentsexpect the Measures for Cybersecurity Review(2021),the PRC Personal InformationProtection Law,and the Draft Overseas Listing Regulations to have an impact on ourbusiness,operations,or this offering,as we do not believe that our OperatingSubsidiary is deemed to be an“Operator”that is required to file forcybersecurity review before listing in the United States because(i)our OperatingSubsidiary is incorporated in Hong Kong and operates in Hong Kong without anysubsidiary or VIE structure in mainland China,and each of the Measures forCybersecurity Review(2021),the PRC Personal Information Protection Law,and theDraft Overseas Listing Regulations remains unclear whether it shall be applied to acompany based in Hong Kong;(ii)as of date of this prospectus,our OperatingSubsidiary has neither collected nor stored any personal information of PRCindividuals;(iii)all of the data our Operating Subsidiary has collected is storedin servers located in Hong Kong;and(iv)as of the date of this prospectus,ourOperating Subsidiary has not been informed by any PRC governmental authority of anyrequirement that it file for a cybersecurity review or a CSRC review.Since these statements and regulatory actions are new,it is highly uncertainhow soon the legislative or administrative regulation making bodies will respond orwhat existing or new laws or regulations or detailed implementations andinterpretations will be modified or promulgated,if any.It is also highlyuncertain what the potential impact such modified or new laws and regulations willhave on CKHLs daily business operations,its ability to accept foreigninvestments,and the listing of our Ordinary Shares on a U.S.or other foreignexchange.There remains significant uncertainty in the interpretation andenforcement of relevant PRC cybersecurity laws and regulations.If the DraftOverseas Listing Regulations are adopted into law in the future and becomesapplicable to our Operating Subsidiary,if any of our Operating Subsidiary isdeemed to be an“Operator,”or if the Measures for Cybersecurity Review(2021)orthe PRC Personal Information Protection Law becomes applicable to our OperatingSubsidiary,the business operation of our Operating Subsidiary and the listing ofour Ordinary Shares in the United States could be subject to the CACscybersecurity review or CSRC Overseas Issuance and Listing review in the future.Ifthe applicable laws,regulations,or interpretations change and our OperatingSubsidiary becomes subject to the CAC or CSRC review,we cannot assure you that ourOperating Subsidiary will be able to comply with the regulatory requirements in allrespects,and our current practice of collecting and processing personalinformation may be ordered to be rectified or terminated by regulatory authorities.If our Operating Subsidiary fails to receive or maintain such permissions or if therequired approvals are denied,our Operating Subsidiary may become subject to finesand other penalties that may have a material adverse effect on our business,operations,and financial condition and may hinder our ability to offer or continueto offer Ordinary Shares to investors and cause the value of our Ordinary Shares tosignificantly decline or be worthless.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 China.We are also subject to therisks of uncertainty about any future actions the PRC government or authorities inHong Kong 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 ouroperations.Such governmental actions:could result in a material change in our operations;could hinder our ability to continue to offer securities to investors;and may cause the value of our Ordinary Shares to significantly decline or beworthless.Permission Required from Hong Kong and PRC AuthoritiesDue to the registration requirements of the Buildings Department of Hong Kong,Chiu&Lee Partners is required to apply for the relevant registrations to conductits operation in Hong Kong and has been a registered specialist contractor in thecategories of foundation,site formation,and demolition work since 2006 andregistered general building contractor since 1999.As of the date of thisprospectus,Chiu&Lee Partners has received all requisite permissions andapprovals for the operation of our business in Hong Kong and no permission has beendenied.See“Business Major Qualifications,Licenses and Certifications”onpage 94.Chiu&Lee Partners business operation and personnel are also subject tothe relevant laws and regulations.See“Regulations Regulations Related to OurBusiness Operations in Hong Kong”on page 98.As of the date of this prospectus,Chiu&Lee Partners is not required to obtain any permission or approval fromHong Kong authorities to issue our Ordinary Shares to foreign investors.15Table of ContentsWe are also not required to obtain permissions or approvals from any PRCauthorities before listing in the United States and to issue our Ordinary Shares toforeign investors or operate our business as currently conducted,including theCSRC,the CAC,or any other governmental agency that is required to approve ouroperations.Hong Kong is a Special Administrative Region of the PRC and the basic policiesof the PRC regarding Hong Kong are reflected in the Basic Law,which serves as HongKongs constitution.The Basic Law provides Hong Kong with a high degree ofautonomy and executive,legislative and independent judicial owers,including thatof final adjudication under the principle of“one country,two systems”.The PRClaws and regulations do not currently have any material impact on our business,financial condition or results of operations.However,there is no assurance thatthere will not be any changes in the economic,political and legal environment inHong Kong in the future.In the event that(i)the PRC government expanded thecategories of industries and companies whose foreign securities offerings aresubject to review by the CSRC or the CAC and that we are required to obtain suchpermissions or approvals,(ii)we inadvertently concluded that relevant permissionsor approvals were not required or that we did not receive or maintain relevantpermissions or approvals required,or(iii)applicable laws,regulations,orinterpretations change and require us to obtain such permissions or approvals inthe future,we may face similar regulatory risks as those operated in mainlandChina,including the ability to offer securities to investors,list theirsecurities on a U.S.or other foreign exchanges,conduct their business or acceptforeign investment or sanctions by the CSRC,the CAC,or other PRC regulatoryagencies.Recent PCAOB DevelopmentsOn May 20,2020,the U.S.Senate passed the HFCA Act,which includesrequirements for the SEC to identify issuers whose audit work is performed byauditors that the PCAOB is unable to inspect or investigate completely because of arestriction imposed by a non-U.S.authority in the auditors local jurisdiction.The U.S.House of Representatives passed the HFCA Act on December 2,2020,and theHFCA Act was signed into law on December 18,2020.Pursuant to the HFCA act,oursecurities may be prohibited from trading on the Nasdaq or other U.S.stockexchanges if our auditor cannot be inspected by the PCAOB for three consecutiveyears,and this ultimately could result in our Ordinary Shares being delisted.On March 24,2021,the SEC adopted interim final rules relating to theimplementation of certain disclosure and documentation requirements of the HFCAAct.A company will be required to comply with these rules if the SEC identifies itas having a“non-inspection”year under a process to be subsequently establishedby the SEC.The SEC is assessing how to implement other requirements of the HFCAAct,including the listing and trading prohibition requirements described above.On June 22,2021,the U.S.Senate passed the Accelerating Holding ForeignCompany Act,which was signed into law on December 29,2022,reduced the number ofconsecutive non-inspection years required for triggering the prohibitions under theHFCA Act from three years to two years.On December 2,2021,the SEC issued amendments to finalize rules implementingthe submission and disclosure requirements in the HFCA Act,which took effect onJanuary 10,2022.The rules apply to registrants that the SEC identifies as havingfiled an annual report with an audit report issued by a registered publicaccounting firm that is located in a foreign jurisdiction and that PCAOB is unableto inspect or investigate completely because of a position taken by an authority inforeign jurisdictions.On December 16,2021,PCAOB issued a Determination Report,which found that thePCAOB is unable to inspect or investigate completely registered public accountingfirms headquartered in mainland China of the PRC or Hong Kong,a SpecialAdministrative Region and dependency of the PRC,because of a position taken by oneor more authorities in the PRC or Hong Kong.Our auditor,ZH CPA,LLC,the independent registered public accounting firmthat issues the audit report included elsewhere in this prospectus,as an auditorof companies that are traded publicly in the United States and a firm registeredwith the PCAOB,is subject to laws in the United States pursuant to which the PCAOBconducts regular inspections to assess our auditors compliance with theapplicable professional standards.ZH CPA,LLC is headquartered in Denver,Colorado,and can be inspected by the PCAOB.As of the date of this prospectus,ourauditor is not subject to the determinations announced by the PCAOB on December 16,2021 in mainland China or Hong Kong because of a position taken by one or moreauthorities in the PRC or Hong Kong.On August 26,2022,CSRC,the MOF,and the PCAOB signed the Protocol,governinginspections and investigations of audit firms based in China and Hong Kong.TheProtocol remains unpublished and is subject to further explanation andimplementation.Pursuant to the fact sheet with respect to the Protocol disclosedby the SEC,16Table of Contentsthe PCAOB shall have independent discretion to select any issuer audits forinspection or investigation and has the an exemption from the rule that a majorityof our board of directors must be independent directors;unfettered ability totransfer information to the SEC.On December 15,2022,the PCAOB Board determined that the PCAOB was able tosecure complete access to inspect and investigate registered public accountingfirms headquartered in mainland China and Hong Kong and voted to vacate itsprevious determinations to the contrary.However,should PRC authorities obstructor otherwise fail to facilitate the PCAOBs access in the future,the PCAOB Boardwill consider the need to issue a new determination.See“Risk Factors Risks Relating to Our Ordinary Shares Although theaudit report included in this prospectus is prepared by U.S.auditors who arecurrently inspected by the PCAOB,there is no guarantee that future audit reportswill be prepared by auditors inspected by the PCAOB and,as such,in the futureinvestors may be deprived of the benefits of such inspection.Furthermore,tradingin our securities may be prohibited under the HFCA Act if the SEC subsequentlydetermines our audit work is performed by auditor