JM Group Ltd美股招股说明书(2025-12-11版)

JM Group Limited This is a firm commitment initial public offering of 3,750,000 ordinary shares of JM Group Limited (the“Company” or “JM Group”, and when referring to the consolidated company including the Company’ssubsidiaries, “we”, “us”), parvalue$0.0000625 per share (“Ordinary Shares”). The initial public offering pricefor the Ordinary Shares in the offering is $4.00 per Ordinary Share. Prior to this offering, there has been no public market for our Ordinary Shares. We have received theapproval letter from the New York Stock Exchange (the “NYSE”) for the listing of JM Group’s Ordinary Shareson NYSE American under the symbol “JMG”. Investing in JM Group’s Ordinary Shares involves a high degree of risk, including the risk of losingyour entire investment. See “Risk Factors” beginning on page 24 of this prospectus to read about factorsyou should consider before buying JM Group’s Ordinary Shares. JM Group is a holding company incorporated in the British Virgin Islands (“BVI”). As a holding companywith no material operations, JM Group’s operations are conducted by its wholly-owned subsidiary, JMManufacturing (HK) Limited (“JM Manufacturing HK”), in HongKong, a special administrative region of thePeople’s Republic of China (the “PRC”). This is an offering of the Ordinary Shares of JM Group, the holdingcompany incorporated in BVI, instead of shares of JM Manufacturing HK, JM Group’s operating entity inHongKong. You may never directly hold any equity interest in JM Group’s operating entity. Our corporate structure may involve unique risks to investors. We are not based in mainland China and donot have operations or generate revenue in mainland China, except that the manufacturers that manufacture ourproducts are located in mainland China. We currently do not have or intend to set up any subsidiary in mainlandChina, and do not foresee the need to enter into any contractual arrangements with a variable interest entity(“VIE”) to establish a VIE structure in mainland China. For the fiscalyears ended September 30, 2024 and2023, we generated all our revenues from HongKong. For the six months ended March 31, 2025 and March 31,2024, we generated all our revenues from Hong Kong. Pursuant to the Basic Law of the HongKong Special Administrative Region (the “Basic Law”), which is anational law of the PRC and the constitutional document for HongKong, national laws of the PRC shall not beapplied in HongKong except for those listed in AnnexIII of the Basic Law and applied locally by promulgationor local legislation. The Basic Law expressly provides that the national laws of the PRC which may be listed inAnnexIII of the Basic Law shall be confined to those relating to defense and foreign affairs as well as othermatters outside the autonomy of HongKong. The basic policies of the PRC regarding HongKong as a specialadministrative region of the PRC are reflected in the Basic Law, providing HongKong with a high degree ofautonomy and executive, legislative and independent judicial powers, including that of final adjudication underthe principle of “one country, two systems”. However, in light of the PRC government’s recent expansion of authority in HongKong, we may besubject to uncertainty about any future actions of the PRC government or authorities in HongKong, and it ispossible that all the legal and operational risks associated with being based in and having operations in mainlandChina may also apply to operations in HongKong at any time with little or no advance notice. There is noassurance that there will not be any changes in the economic, political and legal environment in HongKong.The PRC government may intervene or influence our current and future operations in HongKong at any time,or may exert more control over offerings conducted overseas and/or foreign investment in issuers like JMGroup. Such governmental actions, if and when they occur: (i)could significantly limit or completely hinderour ability to continue our operations; (ii)could significantly limit or completely hinder our ability to offer orcontinue to offer JM Group’s Ordinary Shares to investors; and (iii)may cause the value of JM Group’sOrdinary Shares to significantly decline or become worthless. Table of Contents Although we do not operate our business in mainland China, we are also aware that recently, thegovernment of mainland China initiated a series of regulatory actions and statements to regulate businessoperations in certain areas in mainland China with little advance notice, including cracking down on illegalactivities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, andexpanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it ishighly uncertain how soon the legislative or administrative regulation making bodies will respond and whatexisting or new laws or regulations or detailed implementations and interpretations will be modified orpromulgated, if