Mint Incorporation Ltd-A美股招股说明书(2025-01-10版)

1,750,000 Class A Ordinary Shares This is an initial public offering (the “Offering”) of 1,750,000 Class A ordinary shares of no par value (the“Class A Ordinary Shares”), of Mint Incorporation Limited (“Mint”, the “Company”, “we, “our”, “us”).The 1,750,000 Class A Ordinary Shares that we are offering, represents 11.1% of the Class A Ordinary Sharesfollowing completion of the Offering. Following the Offering, 11.1% of the Class A Ordinary Shares will beheld by public shareholders, assuming the underwriters do not exercise the over-allotment option. The initialpublic offering price (the “Offering Price”) is US$4.00 per Class A Ordinary Share. Our Class A OrdinaryShares have been approved for listing on the Nasdaq Capital Market under the symbol “MIMI”. Mint Incorporation Limited’s issued share capital is a dual-class structure consisting of Class A OrdinaryShares and Class B Ordinary Shares. Class A Ordinary Shares are the only class of Ordinary Shares beingoffered in this Offering. Each of the Class A Ordinary Shares has one vote per share, while each of the Class BOrdinary Shares has twenty (20) votes per share. Each Class B Ordinary Share is convertible into one(1) Class A Ordinary Share at any time at the option of the holder thereof but Class A Ordinary Shares are notconvertible into Class B Ordinary Shares. Due to the disparate voting powers associated with our two classes of ordinary shares, upon completion of thisOffering, the two largest shareholders of our company, Deep Vision Enterprise Limited, a company controlledby Mr. Hoi Lung CHAN, our director and Chief Executive Officer, and I Sparks Enterprise Limited, a companycontrolled by Mr. Cheong Shing KU, our director and the Chairman of the Board, will beneficially ownapproximately 34.9% and 30.2% of the aggregate voting power of our issued and outstanding Class A andClass B Ordinary Shares, respectively; and together, 65.1% of the aggregate voting power, assuming that theunderwriters do not exercise their over-allotment option. We will not be considered a “controlled company” under Nasdaq corporate governance rules as we do notcurrently expect that more than 50% of Mint’s voting power will be held by an individual, a group or anothercompany immediately following the consummation of this offering. Nonetheless, following the consummationof this offering, Mint’s directors, officers and principal shareholders, Mr. Cheong Shing KU and Mr. Hoi LungCHAN, together will hold in aggregate approximately 65.1% of the aggregate voting power of Mint’s issuedand outstanding Class A and Class B Ordinary Shares, assuming that the underwriters do not exercise theirover-allotment option. As a result, if Mr. Ku and Mr. Chan act together, they will be able to control themanagement and affairs of the Company. Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing yourentire investment.See “Risk Factors”beginning on page 19 to read about factors you should considerbefore buying our Class A Ordinary Shares. Mint Incorporation Limited, or Mint, is a holding company incorporated in British Virgin Islands(“BVI”). As a holding company with no material operations, Mint conducts all of its operations throughits operating entity, Matter Interiors Limited (“Operating Subsidiary”), a company incorporated inHong Kong. Investors in our Class A Ordinary Shares should be aware that they will not and may neverdirectly hold equity interests in the Operating Subsidiary, but rather purchasing equity solely in Mint,the BVI holding company. This structure involves unique risks to the investors, and the PRC regulatoryauthorities could disallow this structure, which would likely result in a material change in Mint’soperations and/or a material change in the value of the securities Mint is registering for sale, includingthat such event could cause the value of such securities to significantly decline or become worthless.Furthermore,shareholders may face difficulties enforcing their legal rights under United Statessecurities laws against our directors and officers who are located outside of the United States. All of our operations are conducted by our wholly-owned Operating Subsidiary in Hong Kong, which isa special administrative region of the PRC. We currently do not have any operations in Mainland China.We do not have any operation or maintain an office or personnel in Mainland China, nor currently dowe have, nor intend to have, any contractual arrangements to establish a variable interest entity (“VIE”)structure with any entity in Table of Contents Mainland China. However, since (1) our operations are located in Hong Kong, which is a specialadministrative region of the PRC, and (2) some of our customers are Mainland China companies,Mainland China individuals, or companies that have shareholders or directors that are Mainland Chinaindividuals, we are subject to certain legal and operational risks associated with our OperatingSubsidiary