朴荷美股招股说明书(2024-12-27版)

1,200,000 Ordinary Shares This is an initial public offering, on a firm commitment basis, of 1,200,000 ordinary shares, par value$0.00002 per share (“Ordinary Shares”) of Park Ha Biological Technology Co., Ltd. (“Park Ha Cayman”), aCayman Islands exempted company. Prior to this offering, there has been no public market for our OrdinaryShares. The initial public offering price (the “Offering Price”) is US$4.00 per Ordinary Share. You are purchasing an interest in Park Ha Cayman, a Cayman Islands exempted company and a holdingcompany that does not engage in any operations of its own. Jiangsu Park Ha Biological Technology Co., Ltd.(“Park Ha Jiangsu”), Shanghai Park Ha Industrial Development Co., Ltd. (“Park Ha Shanghai”), and WuxiXinzhan Enterprise Management Consulting Co., Ltd. (“Xinzhan,” and collectively with Park Ha Jiangsu andPark Ha Shanghai, the “Operating Subsidiaries”) are indirect subsidiaries of Park Ha Cayman and conductoperations in China. Investors will not, and may never, directly hold equity interests in our OperatingSubsidiaries. Park Ha Cayman controls the Operating Subsidiaries through equity ownership. Any references to“Park Ha” are to Park Ha Cayman, the ultimate holding company, and any references to “we”, “us”, “ourCompany,” “the Company,” or “our” are to Park Ha Cayman and, in the context of describing our operationsand consolidated financial information, to Park Ha Cayman and its subsidiaries. For more details regarding therisks regarding the Company’s holding company structure, please refer to “Prospectus Summary — CorporateHistory and Structure”, “Corporate History and Structure” and “Risk Factor — Risks related to Doing Businessin the PRC —Park Ha Cayman is a holding company and its ability to pay dividends is primarily dependentupon the earnings of, and distributions by, the Operating Subsidiaries” on page 32 of this prospectus. Unless otherwise indicated, all share amounts and per share amounts in this prospectus have beenpresented giving effect to a forward split of our Ordinary Shares at a ratio of 1-for-5, approved by ourshareholders on June 29, 2024. As a result, as of the date of this prospectus, we are authorized to issue2,500,000,000 Ordinary Shares and we have 25,000,000 Ordinary Shares issued and outstanding. Investors are cautioned that you are not buying shares of a China-based operating company butinstead are buying shares of a Cayman Islands holding company with operations conducted by oursubsidiaries based in China.For more details, see “Risk Factors — Risks related to doing Business in thePRC” starting from page 26 of this prospectus. Park Ha Cayman may rely on dividends and other distributions on equity paid by the OperatingSubsidiaries for its working capital and cash needs, including the funds necessary: (i) to pay dividends or cashdistributions to its shareholders, (ii) to service any debt obligations, and (iii) to pay operating expenses. If theOperating Subsidiaries incur debt on their own behalf in the future, the instruments governing such debt mayrestrict their ability to pay dividends to Park Ha Cayman. As of the date of this prospectus, no dividends,distributions or transfers have been made between Park Ha Cayman and its Operating Subsidiaries. Nor hasPark Ha Cayman made any dividends or other distributions to its shareholders. In the future, cash proceedsraised from overseas financing activities, including this offering, may be transferred by Park Ha Cayman to theOperating Subsidiaries via capital contribution or shareholder loans, as applicable. To make loans to Park Ha Investment (Wuxi) Co., Ltd. (“WFOE”) or the Operating Subsidiaries,according to Matters relating to the Macro-Prudential Management of Comprehensive Cross-Border Financing,or PBOC Circular 9 promulgated by the People’s Bank of China (“PBOC”), the total cross-border financing ofa company shall be calculated using a risk-weighted approach and shall not exceed the statutory foreign debtupper limit. The statutory foreign debt upper limit shall be calculated as capital or assets (for enterprises, netassetsshall apply)multiplied by a cross-border financing leverage ratio and multiplied by a macro- prudential regulation parameter. The macro-prudential regulation parameter is currently one, which may beadjusted by the PBOC and the State Administration of Foreign Exchange, or the SAFE, in the future, and thecross-border financing leverage ratio is Table of Contents two for enterprises. Therefore, the statutory foreign debt upper limit of the loans that a PRC company canborrow from foreign companies shall be calculated at two times the borrower’s net assets. When WFOE andthe Operating Subsidiaries jointly apply for borrowing foreign debt, the upper limit of borrowing shall be twotimes of the net assets in the consolidated financial statement, and the Operating Subsidiaries shall make acommitment to refrain from borrowing foreign debt in their own respective names. Under existing PRC fore