一建筑美股招股说明书(2025-01-02版)

OneConstruction Group Limited This is the initial public offering of 1,750,000 ordinary shares, par value US$0.0001 per ordinary share (the“Ordinary Shares” and each an “Ordinary Share”), of OneConstruction Group Limited (the “Company” or“OneC Group”, “we”, “us” or “our”), an exempted company incorporated in the Cayman Islands. Prior to this offering, there had been no public market for our Ordinary Shares. The initial public offering priceof our Ordinary Shares is $4.00 per share. We have received the approval from the Nasdaq Capital Market tolist our Ordinary Shares under the symbol “ONEG.” Investors are cautioned that you are buying shares of a Cayman Islands holding company withoperations in Hong Kong by its operating subsidiary. OneC Group is a holding company incorporated in the Cayman Islands with no material operations of its own,and we conduct our operations primarily in Hong Kong through our operating subsidiary, OneConstructionEngineering Projects Limited, a company incorporated under the laws of Hong Kong with limited liability(“OneC Engineering”). This is an offering of the Ordinary Shares of OneC Group, the holding company in theCayman Islands, instead of the shares of the operating subsidiary. Investors in this offering will not directlyhold any equity interests in the operating subsidiary.You may never directly hold any equity interest in ouroperating subsidiary. This structure involves unique risks to the investors, and Chinese regulatoryauthorities could disallow this structure, which would likely result in a material change in OneC Group’soperations and/or a material change in the value of the securities it is registering for sale, including thatsuch event could cause the value of such securities to significantly decline or become worthless. Investingin our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment.See“Risk Factors — Risks Relating to Doing Business in Hong Kong — Our operations are inHong Kong, a special administrative region of the PRC. According to the long-arm provisions under thecurrentPRC laws and regulations,the PRC government may exercise significant oversight anddiscretion over the conduct of our business and may intervene in or influence our operations at any time,which could result in a material change in our operations and/or the value of our Ordinary Shares. ThePRC government may intervene or impose restrictions on our ability to move money out of Hong Kongto distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Changes inthe policies, regulations, rules, and the enforcement of laws of the PRC government may also be quickwith little advance notice and our assertions and beliefs of the risk imposed by the PRC legal andregulatory system cannot be certain” on page 17. Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entireinvestment. See “Risk Factors” beginning on page 17 to read about factors you should consider beforebuying our Ordinary Shares. Our operations are primarily located in Hong Kong, a Special Administrative Region of the People’s Republicof China (“China” or the “PRC”), and therefore, we may be subject to unique risks due to uncertainty of theinterpretation and the application of PRC laws and regulations. As of the date of this prospectus, we are notsubject to the PRC government’s direct influence or discretion over the manner in which we conduct 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 lawsin China. We are also subject to the risks of uncertainty about any future actions of the PRC government orauthorities in Hong Kong in this regard. Table of Contents 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 our operations;•could significantly limit or completely hinder our ability to offer or continue to offer our securitiesto investors; and•may cause the value of our securities to significantly decline or be worthless. We have direct ownership of our operating entity in Hong Kong and currently do not have or intend to haveany contractual arrangement to establish a variable interest entity (“VIE”) structure with any entity in mainlandChina. We are still subject to certain legal and operational risks associated with our operating subsidiary, OneCEngineering, being based in Hong Kong and having all its operations to date in Hong Kong. Additionally, thelegal and operational risks associated in mainland China may also apply to operations in Hong Kong, an