闽东红集团美股招股说明书(2024-10-17版)

ORIENTAL RISE HOLDINGS LIMITED 1,750,000 Ordinary Shares to be Sold by the Company This is the initial public offering, or the “offering,” of 1,750,000 ordinary shares, par value US$0.0008per share (each, an “Ordinary Share”, collectively, the “Ordinary Shares”) of Oriental Rise HoldingsLimited, a Cayman Islands exempted company with limited liability. Up to 1,000,000 Ordinary Shares maybe offered for resale or otherwise or otherwise disposed of by each shareholder named in the separateResale Prospectus (the “Selling Shareholders”). In addition, 1,750,000 Ordinary Shares are being sold bythe Company on a firm commitment underwritten basis. Prior to this offering, there has been no public market for our Ordinary Shares. The initial publicoffering price is $4.00 per Ordinary Share. Our Ordinary Shares have been approved to list on the NasdaqCapital Market under the symbol “ORIS.” The sale of the Ordinary Shares by the Selling Shareholders is conditioned upon the successfulcompletion of the sale of the Ordinary Shares by the Company in the underwritten primary offering. Thesuccessful listing of our shares on the Nasdaq Capital Market is a condition to both the closing of ourunderwritten primary offering and to this secondary offering by our selling stockholders. Until such time asour ordinary shares are listed on the Nasdaq Capital Market, sales by the Selling Shareholders, if any, is ata fixed price of $4.00 per Ordinary Share. Following the listing of our Ordinary Shares on the NasdaqCapital Market, the per share public offering price of the Ordinary Shares to be sold by the SellingShareholders will be the then-prevailing market price. The registration of the Selling Shareholders’ Ordinary Shares does not mean that the SellingShareholders will offer or sell any Ordinary Shares. We will not receive any proceeds from any sale ordisposition of Ordinary Shares by the Selling Shareholders. In addition, we will pay all fees and expensesincident to the registration of the resale of Ordinary Shares by the Selling Shareholders. The SellingShareholders may offer their Ordinary Shares from time to time directly or through one or more broker-dealers or agents at market prices prevailing at the time of sale. However, the Selling Shareholders will notsell any Ordinary Shares until after the closing of the underwritten primary offering. The offering by theSelling Shareholders will remain open for 180 days following the date of this prospectus. Following theexpiration of such 180 period, we no longer intend to keep this registration statement effective. Foradditional information on the possible methods of sale that may be used by the Selling Shareholders, referto the section of this prospectus entitled “Selling Shareholders Plan of Distribution”. Unless otherwise stated, as used in this prospectus, references to “Oriental Rise” “the Company” or“our company,” “we,” “us,” and “our” are to Oriental Rise Holdings Limited, a Cayman Islands holdingcompany. References to “PRC Operating Subsidiaries” refer to Fujian Min Dong Hong Tea TechnologyCo., Ltd. and Fujian Qingjing Agricultural Comprehensive Development Co., Ltd., Oriental Rise’ssubsidiaries established under the laws of the People’s Republic of China. References to “our Group” and“the Group” refer to Oriental Rise together with its consolidated subsidiaries as a consolidated entity. We are both an “emerging growth company” and a “foreign private issuer” under applicableU.S. federal securities laws and are eligible for reduced public company reporting requirements. See“ProspectusSummary — Implications of Being an Emerging Growth Company”and“ProspectusSummary — Implications of Being a Foreign Private Issuer.” Upon the completion of this offering, we will have 21,750,000 Ordinary Shares issued and outstanding(assuming no underwriter exercise of the over-allotment option described below). Our founders Mr. ChunSun Wong, Mr. Wai Kwong Fong, and Dr. Deming Zhou, will beneficially own 12,000,000 OrdinaryShares, representing approximately 55.2% of the total voting power of our issued and outstanding sharecapital immediately following the completing of this offering. Each Ordinary Share is entitled to one vote.We expect our founders and 5% of more beneficial owners will beneficially own in total 19,400,000 of ourOrdinary Shares representing approximately 89.2% of the total voting power of our issued and outstandingshare capital immediately following the completing of this offering. We effected a subdivision of each of our the then issued and unissued ordinary shares of a par value ofUS$0.001 per share of the Company into 1.25 ordinary shares of a par value of US$0.0008 per share of theCompany, effective on September 27, 2023 (the “Subdivision”). Unless expressly stated herein, all shareand per-share information contained herein has been adjusted to account for the Subdivision. INVESTING IN OUR ORDINARY SHARES INVOLVES A HIGH DEGREE OF RISK. See“RISK FACTORS” beginning on p