施莱云端美股招股说明书(2025-09-16版)

This is the initial public offering of Ordinary Shares by ChowChow Cloud International Holdings Limited. We are offering 2,600,000 Ordinary Shares, par value US$0.0001 per Prior to this offering, there has been no public market for our Ordinary Shares. The initial public offering price of our Ordinary Shares is US$4.00. We have obtained approval tolist our Ordinary Shares on NYSE American under the symbol “CHOW.” We are a holding company incorporated in the Cayman Islands. As a holding company with no material operations, our operations are conducted by our indirect wholly-ownedsubsidiary, Sereno Cloud Solution HK Limited (“SCS”), in Hong Kong, a special administrative region of the People’s Republic of China (the “PRC”). This is an offering of the OrdinaryShares of ChowChow Cloud International Holdings Limited, the holding company incorporated in the Cayman Islands, instead of shares of SCS, our operating entity in Hong Kong. Youmay never directly hold any equity interest in our operating entity. We and our subsidiaries are not based in Mainland China and do not have operations in Mainland China. Furthermore, none of our clients are located in Mainland China. Wecurrently do not have or intend to set up any subsidiary in Mainland China, and do not foresee the need to enter into any contractual arrangements with a variable interest entity (“VIE”) toestablish a VIE structure in Mainland China. For the years ended December 31, 2023 and 2024, we generated approximately 90.9% and 79.5% of our revenues from Hong Kong,respectively. Pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for HongKong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. The BasicLaw expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined to those relating to defense and foreign affairs as well asother matters outside the autonomy of Hong Kong. The basic policies of the PRC regarding Hong Kong as a special administrative region of the PRC are reflected in the Basic Law,providing Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country,two systems”. As such, we are currently not required to obtain any permission or approval from the China Securities Regulatory Commission (the “CSRC”), the CyberspaceAdministration of China (the “CAC”) or any other PRC governmental authority to operate our business or to list our securities on a U.S. securities exchange or issue securities to foreigninvestors. The laws and regulations of Mainland China do not currently have any material impact on our business, financial condition or results of operations and we are currently notsubject to the PRC government’s direct influence or discretion over the manner in which we conduct our business activities outside of Mainland China. However, in light of the PRC government’s recent expansion of authority in Hong Kong, we may be subject to uncertainty about any future actions of the PRC government orauthorities in Hong Kong, and it is possible that all the legal and operational risks associated with being based in and having operations in the PRC may also apply to operations in HongKong in the future. There is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong. The PRC government may intervene orinfluence our current and future operations in Hong Kong at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers like ourselves.Such governmental actions, if and when they occur: (i) could significantly limit or completely hinder our ability to continue our operations;(ii) could significantly limit or hinder ourability to offer or continue to offer our Ordinary Shares to investors;and (iii) may cause the value of our Ordinary Shares to significantly decline or become worthless. We are also aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in Mainland China withlittle advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over mainland Chinese companies listed overseas using a VIE structure,adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. In addition, due to long arm provisions under the currentPRC laws and regulations, there remains regulatory uncertainty with respect to whether in the future we will be required to obtain approvals from the PRC authorities to operate ourbusiness or list on the U.S. exchanges and offer securities. These act