Hang Feng Technology Innovation Co Ltd美股招股说明书(2025-09-12版)

1,375,000 Ordinary Shares Hang Feng Technology Innovation Co., Ltd. Thisis the initial public offering by Hang Feng Technology Innovation Co.,Ltd.,anexemptedcompany with limited liability incorporated under the laws of the CaymanIslands(the“Company,” “Hang Feng,” “Group,” “we,” “us,” or“our”)of itsordinaryshares with par value of US$0.0001 each(the“ordinary shares”or“Ordinary Shares”). The Company expects the initial public offering price to be $4.0perordinary share.Prior to this offering,there has been no public market for theCompany’s ordinary shares. The Company has been approved to list its ordinary shareson the Nasdaq Capital Market under the symbol “FOFO”. Investorsare cautioned that you are buying shares of Hang Feng,a CaymanIslandsholding company,rather than the shares of Hang Feng’s operatingsubsidiariesthat conduct primary business operations. HangFeng is a holding company incorporated in the Cayman Islands with no materialoperationsof its own.We are not a Hong Kong operating entity.Through our directandindirectly wholly owned subsidiaries,we conduct a majority of our operations inHongKong.The holding company structure is not used to provide investors withexposureto foreign investment in China-based companies where Chinese law prohibitsdirectforeign investment in such operating companies.None of our subsidiaries issubjectto any prohibitions or restrictions on direct foreign investment underChineselaws.The holding company structure involves unique risks to the investors,andChinese regulatory authorities could disallow this structure,which would likelyresultin a material change in Hang Feng’s operations and/or a material change inthevalue of the securities it is registering for sale,including that such eventcouldcause the value of such securities to significantly decline or becomeworthless. Investing in our ordinary shares involves a high degree of risk, includingthe risk of losing your entire investment. Thisis an offering of the ordinary shares of Hang Feng,the holdingcompanyin the Cayman Islands,instead of the shares of the operatingsubsidiaries.Investors in this offering will not directly hold any equityinterestsin the operating subsidiaries.You may never directly hold anyequityinterest in our operating subsidiaries. Themajority of our operations are in Hong Kong,a special administrative region ofthePeople’s Republic of China(“China”or the“PRC”).Recently,the PRCgovernmentinitiated a series of regulatory actions and statements to regulatebusiness operations in certain areas in China with little advance notice, including acrackingdown on illegal activities in the securities market,enhancing supervisionoverChina-basedcompanieslisted overseas,adopting new measures to extend thescopeofcybersecurityreviews,andexpandingtheeffortsinanti-monopolyenforcement,which may in the future impact our ability to conduct outbusiness,accept foreign investments or list on a U.S.or other foreign exchange ifwe were to become subject to such regulations.As of the date of this prospectus, weor any of our HK subsidiaries are not materially affected by recent statements by thePRCgovernment indicating an intention to exert more oversight and control overofferingsthatareconductedoverseasand/orforeigninvestmentinChina-basedissuers.Furthermore,pursuant to the Basic Law of the HongKongSpecialAdministrativeRegion of the People’s Republic of China(“Basic Law”),nationallaws of mainland China do not apply in HongKong unless they are listed in Annex IIIofthe Basic Law and applied locally by promulgation or local legislation.Nationallawsthat may be listed in AnnexIIIare currently limited under the Basic Law tothosewhich fall within the scope of defense and foreign affairs as well as othermattersoutside the limits of the autonomy of HongKong.National laws andregulations relating to data protection, cybersecurity and the anti-monopoly have notbeenlisted in AnnexIII,so they do not apply directly to HongKongentities.However, due to the long-arm application of the current PRC laws and regulations, thePRCgovernment may exercise significant direct oversight and discretion over theconductof our business and may intervene or influence our operations at any time,whichcould result in a material change in our operations and/or the value of ourordinaryshares.Thereremainsregulatoryuncertaintywithrespecttotheimplementationand interpretation of laws in China.We are also subject to the risksofuncertainty about any future actions of the PRC government or authorities inHongKongin this regard.Nevertheless,since these statements and regulatory actionsmade by the PRC government are relatively recent,it is highly uncertain howsoon the legislative or administrative regulation making bodies will respond and whatexistingor new laws or regulations or detailed implementations and interpretationswillbe modified or promulgated,if any.If certain PRC laws and regulations were tobecome applicable to us or our HK subsidiaries in the future, the application of