HKPD美股招股说明书(2025-01-15版)

HONG KONG PHARMA DIGITAL TECHNOLOGYHOLDINGS LIMITED 1,403,685 Ordinary Shares This is the initial public offering of Hong Kong Pharma Digital Technology Holdings Limited, a Cayman Islandsexempted holding company (“Hong Kong Pharma”) of 1,000,000 ordinary shares, par value $0.001 per share (the“Ordinary Shares”) on a firm commitment basis, which represents approximately 9.09% of the total outstandingOrdinary Shares following completion of this offering. The Selling Shareholders (as defined and named herein) areoffering an aggregate of 403,685 Ordinary Shares, also on a firm commitment basis, which represents approximately3.67% of the total outstanding Ordinary Shares following completion of this offering, to the underwriters pursuant tothis prospectus. The initial public offering price per Ordinary Share is $4.00. Prior to this offering, there has been no public market for the Ordinary Shares. The Ordinary Shares have beenapproved for listing on the Nasdaq Capital Market (“Nasdaq”) under the symbol “HKPD.” Hong Kong Pharma is not a Chinese operating company, but a Cayman Islands holding company with operationssolely conducted by its subsidiaries, Joint Cross Border Logistics Company Limited and V-Alliance TechnologySupplies Limited, each a limited liability corporation incorporated in Hong Kong (together, the “HK Subsidiaries”).Throughout this prospectus, unless the context indicates otherwise, the terms “Hong Kong Pharma” and “theCompany” refer to Hong Kong Pharma, the Cayman Islands holding company and references to “we,” “us,” “our,”and “our company” are to Hong Kong Pharma and its HK Subsidiaries, as a whole. Unless otherwise specified, inthe context of describing business and operations, we are referring to the business and operations conducted by HKSubsidiaries. We are an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securitieslaws, and, as such, are eligible for reduced public company reporting requirements for this and future filings. See“Prospectus Summary — Implications of Being an Emerging Growth Company” and “Prospectus Summary —Implications of Being a Foreign Private Issuer.” We will be considered a “controlled company” under Nasdaq corporate governance rules as we expect that morethan 50% of Hong Kong Pharma’s voting power will be held by an individual, an entity or a group immediatelyfollowing the consummation of this offering. As of the date of this prospectus, our Chief Executive Officer andChairman, Mr. Lap Sun Wong, the beneficial owner of 6,348,720 Class A Ordinary Shares of the Company, heldapproximately 63.49% of the voting power of our outstanding share capital. Immediately following this offering,taking into consideration the Ordinary Shares being offered hereby, Mr. Lap Sun Wong will hold approximately56.77% (or approximately 56.01% if the underwriters exercise the over-allotment option in full) of the voting powerof the outstanding share capital of the Company and we will meet the definition of a “controlled company” under thecorporate governance standards for Nasdaq listed companies. As a “controlled company,” we will be eligible toutilize certain exemptions from the corporate governance requirements of the Nasdaq Stock Market although we donot intend to avail ourselves of these exemptions. See“Prospectus Summary — Implications of Being a ControlledCompany.”Additionally, Mr. Lap Sun Wong will continue to be able to control our management and mattersrequiring an ordinary resolution of shareholders, including the appointment and removal of directors and approval ofsignificant corporate transactions such as a change in control, merger, consolidation or sale of assets. However, ourcontrolling shareholder, Mr. Lap Sun Wong, will not have the ability to determine matters requiring a special resolution of shareholders such as amending our memorandum and articles of association. For more information,please see “Risk Factors — Risks Related to The Offering and Ownership of The Ordinary Shares — Our ChiefExecutive Officer and Chairman, Mr. Lap Sun Wong, will continue to hold a majority of the voting power of theCompany’s outstanding share capital after this offering, which will limit or preclude your ability to influencecorporate matters.” INVESTORS PURCHASING SECURITIES IN THIS OFFERING ARE PURCHASING SECURITIES OF HONGKONG PHARMA, A CAYMAN ISLANDS HOLDING COMPANY, RATHER THAN SECURITIES OF HONGKONGPHARMA’S SUBSIDIARIES THAT CONDUCTS SUBSTANTIVE BUSINESS OPERATIONS INHONG KONG. Hong Kong Pharma is not a Chinese operating company but rather a holding company incorporatedin the Cayman Islands. Hong Kong Pharma has no material operations of its own, and all of our operations areconducted through the operating entities established in Hong Kong, HK Subsidiaries, which are wholly ownedsubsidiaries of Hong Kong Pharma. Hong Kong Pharma directly owns 100% equity interests in HK Subsidiaries.We do not and have no intention to operate our business