卓远美股招股说明书(2025-10-17版)

1,400,000Ordinary Shares This is an initial public offering (the “Offering”) of 1,400,000 ordinary shares ofparvalue US$0.00008 per share(the“Ordinary Shares”),of ACCO GROUP HOLDINGSLIMITED(“Acco”,the“Company”,“we”,“our”,or“us”),on a firm commitmentbasis.The initial public offering price(the“Offering Price”)is US$4.00 perOrdinaryShare.Prior to this Offering,there has been no public market for ourOrdinaryShares.Our Ordinary Shares have been approved for listing on the NasdaqCapital Market under the symbol “ACCL.” Investingin our Ordinary Shares involves a high degree of risk,includingtherisk of losing your entire investment.See“Risk Factors”beginningonpage 21 to read about factors you should consider before buying ourOrdinaryShares. Acco is an exempted company with limited liability incorporated under the laws of theCaymanIslands.Under the rules of the U.S.Securitiesand Exchange Commission,orthe SEC, Acco currently qualifies for treatment as a “foreign private issuer.” As aforeignprivate issuer,Acco will not be required to file periodic reports andfinancialstatements with the Securities and Exchange Commission,or the SEC,asfrequentlyor as promptly as domestic registrants whose securities are registeredunder the Securities ExchangeAct of 1934, as amended, or the Exchange Act. Accois an“Emerging Growth Company” under applicable U.S.federal securities lawsandare,therefore,eligible for reduced public company reporting requirements.Pleaseread“ImplicationsofBeinganEmergingGrowthCompany”beginningonpage 15 of this prospectus for more information. Followingthis Offering,Star Blessings Limited(“Star Blessings”),our largestshareholder,will own 74.73%of our total issued and outstanding Ordinary Shares,assumingthat the underwriters do not exercise their over-allotment option.Mr.YuenYuk,HAU(our Chairman and Chief Financial Officer)owns 100%of the equity interestofStar Blessings.As a result,through Star Blessings,Mr.Hau can control theoutcomeof matters submitted to the shareholders for approval.Additionally,we willbe a “controlled company” within the meaning of the Nasdaq listing rules and followcertainexemptionsfromcertaincorporategovernancerequirementsthatcouldadverselyaffect our public shareholders.For a more detailed discussion of the riskofthe Company being a controlled company,see“Risk Factors—Risks Related toOur Corporate Structure—Our corporate actions will be substantially controlled byourControlling Shareholder,Star Blessings Limited,which will have the ability tocontrolor exert significant influence over important corporate matters that requireapprovalof shareholders,which may deprive you of an opportunity to receive apremiumfor your Ordinary Shares and materially reduce the value of your investment.Additionally,we may be deemed to be a“controlled company”and may follow certainexemptions from certain corporate governance requirements that could adversely affectourpublic shareholders”on page 44 and“Prospectus Summary—ImplicationofBeing a Controlled Company” on page 16 of this prospectus. Accois a holding company incorporated in Cayman Islands.As a holdingcompanywith no material operations of its own,Acco conducts all itsoperationsthrough its operating entities:(a)Accolade Corporate ServicesLimited(“ACSL”),incorporated in HongKong;(b)Accolade ConsultantsLimited(“ACL”),incorporated in HongKong;and(c)Accolade IP(SG)Pte.Ltd.(“ASG”),incorporatedinSingapore(ACSL,ACLandASG,together,are referred as the“Operating Subsidiaries”).The OperatingSubsidiariesarewholly-ownedbyStarryProspectLimited(“StarryProspect”),which is wholly-owned by Acco.Acco and Starry Prospect areholdingcompanieswithnooperationsoftheirown.InvestorsintheOrdinaryShares should be aware that they will not and may never directlyholdequity interests in the Operating Subsidiaries,but rather purchasingequitysolely of Acco,the Cayman Islands holding company.This structureinvolvesunique risks to the investors,and the PRC regulatory authoritiescoulddisallow this structure,which would likely result in a materialchangein Acco’s operations and/or a material change in the value of thesecuritiesAcco is registering for sale,including that such event couldcausethe value of such securities to significantly decline or becomeworthless. OurOperating Subsidiaries conduct their business in HongKong,a SpecialAdministrativeRegion of the PRC,and Singapore,and some of our clientsareMainland China individuals or Mainland China companies that may haveshareholdersor directors that are Mainland China individuals.Neither Acconor Table of Contents itssubsidiariesconductanyoperationsinMainlandChina.Conductingbusinessin HongKonginvolves risks of uncertainty about any actions theChinesegovernmentorauthoritiesmaytakeinHongKong.Therearesignificantlegal and operational risks associated with being based in orhavingthe majority of operations in HongKong,including the changes inthelegal,political and economic policies of the Chinese government,therelationsbetweenChinaandtheUnitedStates,