即亮集团美股招股说明书(2024-01-23版)

1,400,000 Ordinary Shares J-Long Group Limited This is the initial public offering (“this offering”) of the ordinary shares, par value US$0.0000375 perordinary share (“Ordinary Shares” or “Shares”), of J-Long Group Limited, an exempted company incorporated inthe Cayman Islands with limited liability whose principal place of business is in Hong Kong (“JL”). We areoffering on a firm commitment basis 1,400,000 Ordinary Shares of JL, representing approximately 4.46% of theOrdinary Shares following completion of the offering of JL. Capital Summit Enterprises Limited, Cherish GlossGroup Limited, Jipsy Trade Limited, Max Premier Enterprises Limited, Summer Explorer Investments Limited,Wise Total Solutions Group Limited (collectively, the “Selling Shareholders”), are also offering 8,910,000Ordinary Shares of JL to be sold in the offering pursuant to the Resale Prospectus, representing approximately28.38% of the Ordinary Shares following the completion of this offering. Following this offering and the offeringof the Selling Shareholders pursuant to the Resale Prospectus, approximately 32.83% of the Ordinary Shares willbe held by shareholders for general trading, assuming the underwriters do not exercise the over-allotment optionand the Selling Shareholders will sell all of the Ordinary Shares offered for sale pursuant to the ResaleProspectus. We will not receive any of the proceeds from the sale of the Ordinary Shares by the SellingShareholders. Prior to this offering, there has been no public market for our Ordinary Shares. The offering price of ourOrdinary Shares in this offering is $5 per share. We received the approval letter from Nasdaq Stock Market LLC(“Nasdaq”) to have our Ordinary Shares listed on the Nasdaq Global Market under the symbol “JL.” Investors are cautioned that you are buying shares of a Cayman Islands holding company withoperations in Hong Kong by its operating subsidiary. JL is a holding company incorporated in the Cayman Islands with no material operations of its own, andwe conduct our operations primarily in Hong Kong through J-Long Limited (“JLHK”). References to the“Company,” “we,” “us,” and “our” in the prospectus are to JL, the Cayman Islands entity that will issue theOrdinary Shares being offered. References to “JLHK” are to our sole operating subsidiary as of the date of thisprospectus. This is an offering of the Ordinary Shares of JL, the holding company in the Cayman Islands, insteadof the shares of JLHK. Investors in this offering may never directly hold any equity interests in JLHK. Investing in our Ordinary Shares is highly speculative and involves a high degree of risk. Beforebuying any shares, you should carefully read the discussion of material risks of investing in our OrdinaryShares in “Risk Factors” beginning on page 22 of this prospectus. Our operations are solely located in Hong Kong, a special administrative region of the People’s Republicof China (“China” or the “PRC”), with its own governmental and legal system that is independent from mainlandChina, including having its own distinct laws and regulations. As of the date of this prospectus, we are not subjectto the PRC government’s direct influence or discretion over the manner in which we conduct our businessactivities outside of the PRC. However, due to long-arm provisions under the current PRC laws and regulations,there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China.However, because our operations are primarily located in Hong Kong and a number of our clients are mainlandChina companies, or companies that have shareholders or directors that are mainland China individuals, we arestill subject to certain legal and operational risks associated with our operating subsidiary JLHK being based inHong Kong. Additionally, the legal and operational risks associated with operating in mainland China may alsoapply to our operations in Hong Kong, and we face the risks and uncertainties associated with interpretation andthe application of the complex and evolving PRC laws and regulations and as to whether and how the recent PRCgovernment statements and regulatory developments, such as those relating to data and cyberspace security, andanti-monopoly concerns would be applicable to JL or JLHK, given the substantial operations of our sole operatingsubsidiary in Hong Kong and the possibilities that Chinese government may exercise significant oversight overthe conduct of business in Hong Kong. We are also subject to the risks of uncertainty about any future actions ofthe PRC government or authorities in Hong Kong in this regard. Should the PRC government choose to exercise significant oversight and discretion over the conduct of ourbusiness, they may intervene in or influence our operations. Such governmental actions: •could result in a material change in our operations and/or the value of our securities;•could significantly limit or completely hinder our ability to continue