罗科仕美股招股说明书(2024-03-06版)

Lucas GC Limited 1,500,000 Ordinary Shares This is an initial public offering of, 1,500,000 ordinary shares of Lucas GC Limited, par value US$0.000005 per share, by Lucas GC Limited.Prior to this offering, there is no public market for our ordinary shares. Our ordinary shares have been approved for listing on the Nasdaq Capital Market(the “Nasdaq”) under the symbol “LGCL.” Additionally, upon the completion of this offering, we will be a “controlled company” as defined under corporate governance rules of Nasdaq StockMarket, because HTL Lucky Holding Limited, which is wholly owned by our founder, chairman of the board of directors, or the Board, and chiefexecutive officer, or CEO, Mr. Howard Lee, will beneficially own approximately 61.9% of our then-issued and outstanding ordinary shares and will beable to exercise approximately 61.9% of the total voting power of our issued and outstanding ordinary shares immediately after the consummation of thisoffering, assuming the underwriters do not exercise their option to purchase additional ordinary shares. For further information, see “PrincipalShareholders.” We are an “emerging growth company” and a “foreign private issuer” under applicable U.S. federal securities laws, and, as such are eligible for certainreduced public company reporting requirements for this prospectus and future filings. See the section titled “Prospectus Summary—Implications of Beingan Emerging Growth Company” and “Prospectus Summary—Implications of Being a Foreign Private Issuer” for additional information. We are not a Chinese operating company but a Cayman Islands holding company with operations mainly conducted by our subsidiaries based in China.Investors in our securities are purchasing equity interest in Lucas GC Limited, a holding company incorporated in the Cayman Islands with businessoperations in China and therefore, investors may never hold equity interests in our Chinese operating entities. The “Company” or “our Company” refersto Lucas GC Limited, a Cayman Islands exempted company, and “we,” “us,” and “our” refer to Lucas GC Limited and its subsidiaries. We primarilyconduct our business through Qingdao Luogaoshi Consulting Co., Ltd., a wholly owned subsidiary of Lucas GC Limited (the “WFOE”), and itssubsidiaries based in the PRC. This operating structure may involve unique risks to investors. Under relevant PRC laws and regulations, foreign investorsare permitted to own 100% of the equity interests in a PRC-incorporated company engaged in the business of providing services for professionals.However, the PRC government may implement changes to the existing laws and regulations in the future, which may result in the prohibition orrestriction of foreign investors from owning equity interests in our PRC operating subsidiaries. There are significant legal and operational risks associatedwith being based in or having the substantial majority of operations in China, including those changes in the legal, political and economic policies of theChinese government, the relations between China and the United States, or Chinese or U.S. regulations, all of which may materially and adversely affectour business, financial condition and results of operations. Any such changes could significantly limit or completely hinder our ability to offer or continueto offer our securities to investors, and could cause the value of our securities to significantly decline or become worthless. The PRC government hassignificant authority to exert influence on the ability of a company with operations in China to conduct business. The PRC government has initiated aseries of regulatory actions and has made a number of public statements on the regulation of business operations in China with little advance notice,including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting newmeasures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement and data privacy protection. As of the date ofthis prospectus, as advised by our PRC legal adviser, Beijing Dacheng Law Offices, LLP, we do not believe that we are subject to (i) the cybersecurityreview with the Cyberspace Administration of China, or CAC, as we do not qualify as a critical information infrastructure operator or an Internetplatform operator that holds personal information of more than a million users, and our business does not involve data possessing that affects or mayaffect national security, implicates cybersecurity, or involves any type of restricted industry, pursuant to the 2022 Cybersecurity Review Measures (asdefined elsewhere in this prospectus); or (ii) merger control review by China’s anti-monopoly enforcement agency due to the fact that we do not engagein monopolistic behaviors that are subject to these statements or regulatory actions. However, since these statements and regulatory actions are new, it ishighly uncertain how soo