新世纪储运美股招股说明书(2024-12-18版)

NEW CENTURY LOGISTICS (BVI) LIMITED This is an initial public offering of New Century Logistics (BVI) Limited, a British Virgin Islands businesscompany. We are a reporting company under section 15(d) of the United States Securities Exchange Act of 1934, asamended (the “Exchange Act”). Our principal place of business is in Hong Kong. We are offering, on a firmcommitment basis, 1,500,000 ordinary shares, no par value, or the Ordinary Shares. Prior to this offering, there hasbeen no public market for our Ordinary Shares. The offering price of our Ordinary Shares in this offering is US$4.00per share. Our Ordinary Shares have been approved for listing on the Nasdaq Capital Market under the symbol“NCEW.” Throughout this prospectus, unless the context indicates otherwise, references to “NC Logistics” are toNew Century Logistics (BVI) Limited, a British Virgin Islands business company, and references to “we,” or the“Company” are to NC Logistics and its consolidated subsidiaries. Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing yourentire investment. See “Risk Factors” beginning on page 13 of this prospectus to read about factors youshould consider before buying our Ordinary Shares. We are a holding company incorporated in the British Virgin Islands (“BVI”). As a holding company withno material operations, our operations are conducted by our direct and indirect wholly-owned subsidiaries, namelyNew Century Logistics Company Limited (“NCL (HK)”), a company incorporated in Hong Kong with limitedliability, GLF Cargo Services Limited (“GLF”), a company incorporated in Hong Kong with limited liability andWin-Tec Transportation Company Limited (“Win-Tec”), a company incorporated in Hong Kong with limitedliability. This is an offering of the Ordinary Shares of NC Logistics, the holding company incorporated in the BVI,and not for the shares of our operating subsidiaries in Hong Kong. You may never directly hold any equity interestin our operating subsidiaries. Pursuant to the Basic Law (the “Basic Law”) of the Hong Kong Special Administrative Region (“HongKong”) of the People’s Republic of China (“PRC”), which is the constitutional document of Hong Kong, the laws inforce in Hong Kong shall include the Basic Law, the laws previously in force in Hong Kong except for those thatcontravene the Basic Law or amended by the legislature of Hong Kong and the laws enacted by the legislature ofHong Kong. National laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of theBasic Law and applied locally by promulgation or local legislation. The Standing Committee of the NationalPeople’s Congress of the PRC may, after consulting the Committee for the Basic Law of Hong Kong and theGovernment of Hong Kong, add to or delete from the list of laws in Annex III to the Basic Law. The Basic Lawexpressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall beconfined to those relating to defense and foreign affairs as well as other matters outside the autonomy of HongKong. The basic policies of the PRC regarding Hong Kong as a special administrative region of the PRC arereflected in the Basic Law, providing Hong Kong with a high degree of autonomy and executive, legislative andindependent judicial powers, including that of final adjudication under the principle of “one country, two systems”. We are subject to uncertainty about any future actions of the PRC government or authorities in Hong Kong,and all the material legal and operational risks associated with being based in and having operations in the PRC also apply to operations in Hong Kong. There is no assurance that there will not be any changes in the economic,political and legal environment in Hong Kong. The PRC government may intervene or influence our current andfuture operations in Hong Kong at any time, or may exert more control over offerings conducted overseas and/orforeign investment in issuers like ourselves. Such governmental actions, if and when they occur: (i) couldsignificantly limit or completely hinder our ability to continue our operations; (ii) could significantly limit or hinderour ability to offer or continue to offer our Ordinary Shares to investors; and (iii) may cause the value of ourOrdinary Shares to significantly decline or become worthless. We are also aware that recently, the PRC government initiated a series of regulatory actions and statementsto regulate business operations in certain areas in Mainland China with little advance notice, including crackingdown on illegal activities in the securities market, enhancing supervision over Mainland Chinese based companieslisted overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts inanti-monopoly enforcement. In addition, due to long arm provisions under the current PRC laws and regulations,there remains regulatory uncertainty with respect to