创意大中华美股招股说明书(2025-07-23版)

1,450,000 ClassA Ordinary Shares Thisis an initial public offering(the“Offering”)of 1,450,000 Class A ordinarysharesof no par value(the“Class A Ordinary Shares”),of Cre8 EnterpriseLimited(“Cre8 BVI”,the“Company”,“we”,“our”,“us”).Prior to thisOffering,there has been no public market for our Class A Ordinary Shares.Theinitialpublic offering price(the“Offering Price”)is US$4.00 per ClassAOrdinaryShare(the“Offering Price”).Our Class A Ordinary Shares have beenapproved for listing on the Nasdaq Capital Market under the symbol “CRE”. Cre8BVI’s issued share capital is a dual-class structure consisting of ClassAOrdinaryShares and ClassBOrdinary Shares.ClassAOrdinary Shares are the onlyclass of Ordinary Shares being offered in this Offering. Holders of ClassA OrdinarySharesand ClassBOrdinary Shares shall vote together as one class on allresolutionsof the shareholders and have the same rights except each ClassAOrdinaryShare shall entitle its holder to one(1)voteand each ClassBOrdinaryShareshall entitle its holder to twenty(20)votes.Each Class B Ordinary Share isconvertibleinto one(1)ClassAOrdinary Share at any time at the option of theholder thereof but ClassA Ordinary Shares are not convertible into Class B OrdinaryShares. Investingin our ClassAOrdinary Shares involves a high degree of risk,includingthe risk of losing your entire investment.See“Risk Factors”beginningon page 23 to read about factors you should consider beforebuyingour ClassAOrdinary Shares. Followingthis Offering,Cre8 Investments Limited,our largest shareholder,willretaincontrollingvotingpowerintheCompanybasedonhavingapproximately88.11%oftheaggregatevotingpowerofourissuedandoutstandingClassAandClassBOrdinaryShares,assumingthattheunderwritersdo not exercise their over-allotment option.As a result,Cre8InvestmentsLimited has the ability to control the outcome of matterssubmittedto the shareholders for approval.Additionally,we may be deemedtobe a“controlled company”within the meaning of the under NasdaqListingRules 5615(c),and we may follow certain exemptions from certaincorporategovernance requirements that could adversely affect our publicshareholders.See“Risk Factors—RisksRelated to Our ClassAOrdinarySharesand This Offering—Thedual-class structure of our OrdinaryShareswillhavetheeffectofconcentratingvotingcontrolwithourControllingShareholder,Cre8 Investments Limited,which will hold in theaggregate88.11%of the voting power of our voting shares following thecompletionof this Offering,preventing you and other shareholders frominfluencingsignificant decisions,including the election of directors,amendmentsto our organizational documents and any merger,consolidation,saleof all or substantially all of our assets,or other major corporatetransactionrequiring shareholder approval.”on page 47 and“ProspectusSummary—Implicationof Being a Controlled Company.”onpage18 ofthisprospectus. Weare an“Emerging Growth Company”under applicable U.S.federalsecurities lawsandare,therefore,eligible for reduced public company reporting requirements.Please read “Implications of Being an Emerging Growth Company” beginning on page 17of this prospectus for more information. Investorsare cautioned that you are buying shares of a British Virgin Islands(“BVI”)holding company with its operations conducted in HongKongby itssubsidiary,Cre8(GreaterChina)Limited(“Cre8HongKong”or“OperatingSubsidiary”),a company incorporated in Hong Kong.As such,Cre8 BVI is not aChinese or HongKong operating company, but is a holding company incorporated in theBVI.Asa holding company with no material operation,Cre8 BVI conducts itsoperations in HongKong through its operating subsidiary, Cre8 Hong Kong. This is anofferingof the ClassAOrdinary Shares of Cre8 BVI,the holding company in BVI,instead of shares of our operating entity in HongKong, Cre8 Hong Kong. Investors inthisOffering will not directly hold equity interests in the Operating Subsidiary. Thisstructure involves unique risks to the investors,and the PRC regulatoryauthoritiescould disallow this structure,which would likely result in a materialchangein Cre8 BVI’s operations and/or a material change in the value of thesecurities. Cre8 BVI is registering for sale, and such event could cause the value ofsuchsecurities to significantly decline or become worthless.Investors in our ClassA Ordinary Shares should also be aware that they will not and may never directly holdequityinterests in the Operating Subsidiary,but rather purchase equity solely inCre8BVI,the BVI holding company.Furthermore,shareholders may face difficultiesenforcingtheir legal rights under United States securities laws against ourdirectors and officers who are located outside of the United States. Table of Contents Substantially all of our operations are conducted by Cre8 Hong Kong, our wholly-ownedOperatingSubsidiary in HongKong,which is a special administrative region of thePRC.We currently have immaterial and non-substantive operations in Mainland China,whichcomprise only the ma