not subject to the determinations announced by the PCAOB on December 16, 2021, relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in Mainland China or Hong Kong because of a position taken by one or more authorities in the PRC or Hong Kong. On August 26, 2022, the PCAOB signed the Statement of Protocol (SOP) Agreements with the CSRC and China’s Ministry of Finance. The SOP, together with two protocol agreements governing inspections and investigations (together, the “SOP Agreements”), establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. On December 29, 2022, President Biden signed into law the Accelerating Holding Foreign Companies Accountable Act as a part of the legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”), amending the HFCA Act and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward for inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiating new investigations, as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCA Act, if necessary. However, if in the future the PCAOB is prohibited from conducting complete inspections and investigations of PCAOB-registered public accounting firms in mainland China and Hong Kong, then the companies audited by those registered public accounting firms would be subject to a trading prohibition on U.S. markets pursuant to the HFCA Act. See “Risk Factors — Risks Related to Our Ordinary Shares and This Offering — Our Ordinary Shares may be prohibited from being traded on a national exchange under the HFCA Act if the Public Company Accounting Oversight Board determines that it cannot inspect or fully investigate our auditors for two consecutive years, and, as a result, an exchange may determine to delist our securities. As of the date of this prospectus, our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. However, the delisting of our Ordinary Shares, or the threat of being delisted, may materially and adversely affect the value of your investment.” on page 32.

Following this Offering, OPS Holdings Limited, our largest shareholder, will continue to own more than a majority of the voting power of our outstanding Ordinary Shares. As a result, OPS Holdings Limited has the ability to control the outcome of matters submitted to the shareholders for approval. Additionally, we may be deemed to be a “controlled company” within the meaning of the NASDAQ listing rules, and we may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders. For a more detailed discussion of the risk of the Company being a controlled company, see “Risk Factors — Risks Related to Our Corporate Structure — Following this Offering, OPS Holdings Limited, our largest shareholder, will continue to own more than a majority of the voting power of our outstanding Ordinary Shares. As a result, OPS Holdings Limited has the ability to control the outcome of matters submitted to the shareholders for approval. Additionally, we may be deemed to be a “controlled company and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.” on page 28 and “Management — Controlled Company” on page 107 of this prospectus.

Junee is permitted under the laws of British Virgin Islands to provide funding to our subsidiary in Hong Kong through loans or capital contributions without restrictions on the amount of the funds. OPS HK is permitted under the laws of Hong Kong to provide funding to Junee, the holding company incorporated in the British Virgin Islands, through dividend distribution or payments without restrictions on the amount of the funds.

There are no restrictions or limitations on our ability to distribute earnings from our subsidiaries, including our subsidiary in Hong Kong, to Junee and shareholders and U.S. investors, provided that the entity remains solvent after such distribution. Subject to the BVI Act and our Amended Memorandum and Articles, our board of directors may authorize and declare a dividend to shareholders at such time and of such an amount as it thinks fit, if it is satisfied, on reasonable grounds, that immediately following the dividend payment the value of our assets will exceed our liabilities and Junee will be able to pay our debts as they become due. For cash transfers between Junee and OPS HK, and in accordance with the BVI Act, a BVI company may make dividends distribution to the extent that immediately after the distribution, such company’s liabilities do not exceed its assets and that such company is able to pay its debts as they fall due. According to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available for distribution. Other than the above, we have not adopted, nor do we maintain, any cash management policies and procedures as of the date of this prospectus. Additionally, as of the date of this prospectus, there are no further BVI or Hong Kong statutory restrictions on the amount of funds which may be distributed by us by dividend. However, in the future, funds may not be available to fund operations or for other use outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or on our subsidiary’s ability by the PRC government to transfer cash. Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Ordinary Shares or cause them to be worthless. For a more detailed discussion of how the cash is transferred within our organization, see “Transfers of Cash to and from Our Subsidiary” on page 9 and “Risk Factors — Risks Related to Our Corporate Structure — We rely on dividends and other distributions on equity paid by our subsidiary to fund any cash and financing requirements we may have. In the future, funds may not be available to fund operations or for other use outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or our subsidiary by the PRC government to transfer cash. Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Ordinary Shares or cause them to be worthless” on page 24 of this prospectus.

TABLE OF CONTENTS

About this Prospectus

We, the Selling Shareholders, and the Underwriter have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We and the Underwriter take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We and the Underwriter are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. For the avoidance of doubt, no offer or invitation to subscribe for Ordinary Shares is made to the public in the British Virgin Islands. You should not rely upon any information about us that is not contained in this prospectus or in one of our public reports filed with the U.S. Securities and Exchange Commission (“SEC”) and incorporated into this prospectus. The information in this registration statement is not complete and is subject to change. No person should rely on the information contained in this document for any purpose other than participating in our proposed Offering, and only the prospectus dated hereof, is authorized by us to be used in connection with our proposed Offering. Our business, financial condition, results of operations, and prospects may have changed since that date.

Neither we nor the Underwriter has taken any action to permit a public offering of the Ordinary Shares outside the United States or to permit the possession or distribution of this prospectus or any filed free-writing prospectus outside the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about and observe any restrictions relating to the offering of the Ordinary Shares and the distribution of this prospectus or any filed free-writing prospectus outside the United States.

Conventions that Apply to this Prospectus

Unless otherwise indicated or the context requires otherwise in this prospectus,

•        “Amended Memorandum and Articles” refer to the current memorandum and articles of association of Junee, as amended on September 6, 2022;

•        “$,” “dollars,” “US$” or “U.S. dollars” refer to the legal currency of the United States;

•        “BVI Act” refer to the BVI Business Companies Act, 2004 (as amended);

•        “BVI” refer to the British Virgin Islands;

•        “China” or “PRC” refer to the People’s Republic of China, including the special administrative regions of Hong Kong and Macau for the purposes of this prospectus only;

•        “Company,” “Junee,” “we”, “us”, or “our,” in this prospectus refer to Junee Limited, a British Virgin Islands holding company, and to describing our consolidated financial information;

•        “Frost & Sullivan Industry Information Sheet” or “Industry Information Sheet” refer to the industry sheet commissioned by us and prepared by Frost & Sullivan International Limited, or “Frost & Sullivan,” an independent research firm, titled “Frost & Sullivan Industry Information Sheet”, to provide information regarding our industry and our market position in Hong Kong;

•        “HK$” and “HK Dollar” refer to the legal currency of Hong Kong;

•        “Hong Kong” refer to the Hong Kong Special Administrative Region of the People’s Republic of China for the purposes of this prospectus only;

•        “mainland China” are to the mainland China of the PRC, excluding Taiwan, the special administrative regions of Hong Kong and Macau for the purposes of this prospectus only;

•        “OPS HK” and “OPS” refer to OPS Interior Design Consultant Ltd., a Hong Kong company incorporated on July 13, 2011 and a wholly-owned subsidiary of Junee;

•        “OPS Holdings Limited” refers to OPS Holdings Limited, a British Virgin Islands holding company incorporated on June 25, 2021;

•        “Ordinary Shares” refer to the ordinary shares of Junee Limited, no par value;

•        “PRC Counsel” are to Jincheng Tongda & Neal Law Firm;

•        “PRC government” or “Chinese government” are to the government of mainland China for the purposes of this prospectus only;

•        “PRC laws and regulations” or “PRC laws” are to the laws and regulations of mainland China;

•        “Selling Shareholders” refers to certain pre-existing shareholders selling their Ordinary Shares pursuant to this Registration Statement on Form F-1; and

•        “U.S. GAAP” refers to generally accepted accounting principles in the United States.

We do not have any material operations of our own. We are a holding company with operations conducted in Hong Kong through our Hong Kong subsidiary, OPS HK, using Hong Kong dollars, the currency of Hong Kong. The OPS HK reporting currency is in Hong Kong dollars. This prospectus contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Assets and liabilities are translated into U.S. dollars at the closing rate of exchange as of the balance sheet dates, the statement of income is translated using average rate of exchange in effect during the reporting periods, and the equity accounts are translated at historical exchange rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss). Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. The balance sheet amounts, with the exception of shareholders’ equity at June 30, 2023 and 2022, were translated at HK$7.83 to $1.00 and HK$7.85 to $1.00, respectively. The shareholders’ equity accounts were stated at their historical rate. The average translation rates applied to statement of income accounts for the years ended June 30, 2023 and 2022 were HK$7.84 to $1.00 and HK$7.80 to $1.00, respectively. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. No representation is made that the HK$ amounts could have been, or could be, converted, realized or settled into US$ at such rate, or at any other rate.

Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the Underwriter of its option to purchase additional Ordinary Shares.

RISK FACTORS

An investment in our Ordinary Shares involves a high degree of risk. Before deciding whether to invest in our Ordinary Shares, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion And Analysis Of Financial Condition And Results Of Operation” and our consolidated financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be materially and adversely affected, which could cause the trading price of our Ordinary Shares to decline, resulting in a loss of all or part of your investment. The risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our Ordinary Shares if you can bear the risk of loss of your entire investment.

Risks Related to Business

The interior design business is project-based and profitability is dependent on the negotiated terms under each of the agreement through OPS HK, and may vary from project to project. In addition, the overall gross profit margin is affected by strategies from time to time. OPS HK’s past performance does not indicate future performance.

The business of OPS HK is project-based and its customers may engage it to suit their interior design and fit-out needs for each project. During the last two fiscal years ended June 30, 2023 and 2022, OPS HK did not enter into any long-term agreement or arrangement with any customers. The customers normally engage OPS HK on an as-needed basis and for each project. The terms of the project agreements are negotiated independently. Therefore, the key terms of the agreements, namely, the scope of services, fees, the method and timing of payment vary from project to project. Moreover, various factors, such as the budget of the customers and the general market conditions, are unpredictable and beyond our control. As such, there is no guarantee that the profitability achieved in a given project can be replicated in the future.

As such, changes in the pricing strategy and corporate strategy may affect OPS HK’s overall gross profit margin ratio and other aspects of business performance. Any historical gross profit margin ratio of OPS HK is an analysis of its past gross profit margin ratio only and may not necessarily reflect the future gross profit margin ratio, which will depend to a large extent on the ability to secure new projects with a higher gross profit margin ratio. If more projects are undertaken with a lower gross profit margin ratio, OPS HK’s gross profit margin ratio may be materially and adversely affected. The past performance of OPS HK does not indicate future performance.

The costs of sales of OPS HK have historically fluctuated. If OPS HK experiences any significant/material increase in costs of sales, its gross profit margin might decrease and the business operations and financial position might be materially and adversely affected.

OPS HK generally derives its revenue from service contracts, with each contract sum being determined with reference to quotations that are formulated on a cost-plus margin basis and substantially agreed upon between customers and OPS HK at the time when a project is awarded to it. A contract sum may be adjusted in certain circumstances from that which was originally stipulated in a contract, in circumstances in which the provision of additional services or changes in specifications under variation orders is requested by a client. The management and project managers will review the cost budget from time to time. If the actual cost is higher than originally budgeted, it may reduce the profit margin and affect the financial performance of OPS HK. If the project managers fail to keep the costs within the initial budget, the business operation and financial results may be adversely affected.

Since the service fees are generally pre-determined when a project is awarded to OPS HK, any substantial increase in the cost of sales may materially and adversely affect the results of operations and financial condition. OPS HK does not enter into long-term supply contracts with its suppliers or subcontractors, so there is no assurance that they will not significantly increase the prices of their fit-out materials and subcontracting charges in the future. There is also no assurance that OPS HK will be able to pass any increase in costs of sales to the customers in order to maintain gross profit margins.

OPS HK engages subcontractors to perform fit-out works on a project-by-project basis and its subcontractors will purchase and procure fit-out materials designated by us. Under the contracts entered into between customers and OPS HK, OPS HK is generally liable to its customers for the quality of its works. In the event that the works performed by its subcontractors are not up to standard or customers’ satisfaction, OPS HK may incur extra costs to rectify the works and hence its financial performance may be adversely affected.

The estimated project costs could prove inaccurate and any cost overruns for projects may reduce the profits of OPS HK and its financial performance would be adversely affected.

Pricing of projects is based on the estimated time and costs. OPS HK has to estimate the time and costs involved in a project before OPS HK enters into contracts with its customers and engages its subcontractors. There is no assurance that the actual time and costs of a project will not exceed such estimates. In the event that OPS HK fails to properly or accurately estimate the time and costs of a project, or if there is any unforeseen factor leading to any substantial increase in such time and costs, OPS HK may be subject to cost overruns and liquidated damages or compensation claimed by customers. This will result in a lower profit margin and the financial performance may be materially and adversely affected.

OPS HK incurs time and cost in the design stage. If the potential customers that OPS HK presents its interior design proposals but do not ultimately engage OPS HK for its fitting-out works, the business and financial performance could be adversely affected.

OPS HK’s in-house design team develops tailor-made interior design proposals for each of its customers based on their needs and requirements. Orders are only confirmed after OPS HK has prepared its interior design proposals and made a presentation to its customers. In the event that potential customers decide not to engage OPS HK after receiving the interior design proposals presented to them, any time and costs incurred in the design stage would be wasted and its business and financial performance could be adversely affected. As advised by our Hong Kong legal counsel, Long An & Lam LLP, insofar as OPS HK’s original artistic work (such as drawings) or animation qualify for copyright protection under the Copyright Ordinance (Chapter 528 of the Laws of Hong Kong), infringement of any such copyright is civilly actionable. OPS HK may claim against potential customers for the infringement of copyrighted material if they use the proposed designs without engaging OPS HK. However, handling of legal proceedings and disputes can be both costly and time-consuming, and may significantly divert the efforts and resources of our management.

OPS HK relies heavily on its recurring customers for business and experience in its alternative means of obtaining new business is limited.

The current business strategies of OPS HK rely heavily on recurring customers who provide it with business and opportunities, as well as referred customers. For the two fiscal years ended June 30, 2023 and 2022, OPS HK had 27 and 22 recurring customers, respectively. These recurring customers represented approximately 64.3% and 56.4% of the total number of the customers, respectively, for the corresponding fiscal year. Although as part of its business strategy, OPS HK plans to conduct marketing campaigns to enhance customer awareness of its brand, it has not made significant investments in marketing to the general public in the past. OPS HK also has limited experience in direct marketing and competing with other market participants in bidding or open tenders for projects. As a result, OPS HK may not be successful in attracting certain types of new customers and this may affect its growth potential.

A significant portion of total revenue of OPS HK was derived from a few major customers. A high concentration of its revenue from a few major customers means that loss of business from any of them may have a significant negative impact on its business and financial performance.

For the two fiscal years ended June 30, 2023 and 2022, the top five customers contributed to approximately 63.9% and 59.2%, respectively, of our total revenue. For the fiscal year ended June 30, 2023, one customer accounted for approximately 43.1% of the Company’s total revenue, and no other customer accounted for more than 10% of the Company’s total revenue. For the fiscal year ended June 30, 2022, three customers accounted for approximately 21.2%, 10.8% and 10.6% of the Company’s total revenue, and no other customer accounted for more than 10% of the Company’s total revenue. OPS HK’s customers may not engage it in the future, because a customer (i) may not require interior design or fit-out services at all; (ii) may not have the budget for conducting interior design or fit-out work; (iii) may require interior design or fit-out services but choose to engage another contractor instead of us; or (iv) any other reasons. A high concentration of revenue from a few major customers means that loss of business from any of them may have a significant negative impact on the business and financial performance of OPS HK.

Fit-out work can be labor-intensive. If subcontractors of OPS HK experience any shortage of labor or significant increase in labor costs, or more expenses may be incurred, projects may be delayed or OPS HK may not be able to pass on such cost to the customers and, in turn its profitability may be adversely affected.

Fit-out work is often labor-intensive, and, as a result, the subcontractors and OPS HK cannot be certain that there will be sufficient workers for projects when needed. Any shortage of labor may cause delays in the completion projects. Even though OPS HK, generally, has not hired workers to conduct fit-out work, and instead, has employed subcontractors who hired workers directly, the labor cost is factored into the prices of the subcontractors. Given that the normal practice is to agree with OPS HK’s customers on a fixed price upon engagement without any mechanism for price adjustment to take into account increases in labor costs, any unpredicted rise in labor cost might be borne by OPS HK and may reduce its profit margin. Moreover, potential customers may be hesitant to engage OPS HK if the quotation price has to increase to fully consider any expected future increase in labor cost.

Our financial performance relies on designers and other skilled workers hired by it to complete the projects and the retention and recruitment of these skilled professionals is challenging. We cannot be certain that OPS HK will be able to retain its existing designers and other skilled workers or recruit additional qualified professionals to support its future operations and growth. Any failure to do so may adversely affect the business and growth.

There is a limited pool of designers and other skilled workers with the requisite skills, know-how and experience required for OPS HK’s business. As the quality of designs and technical know-how are of critical importance to the business, attracting and retaining talents are essential components of the business strategy. OPS HK may have to offer better salaries, incentive packages and training opportunities to attract and retain sufficient skilled workers to maintain its operations and growth, which may increase its costs and reduce profitability. For the two fiscal years ended June 30, 2023 and 2022, the staff costs of the directors and employees, including salaries, provident fund contributions and other benefits, were $1,312,185 and $1,338,334, respectively. OPS HK cannot be certain that it will be able to retain its existing designers and other skilled workers and recruit additional qualified professionals to support its future operations and growth. Any failure to do so may adversely affect the business and growth of OPS HK.

We depend on our core management personnel in operating business. As competition for such management talents is fierce and new hires may not necessarily fit in well with the current management team, any loss of key management personnel may be detrimental to our business and prospects.

Our success and growth have largely been attributed to the efforts and experiences of our core management personnel in both Junee and OPS HK. In particular, the executive directors of OPS HK, Mr. Yuk Ki (Francis) Chan, Mr. Siu Lai So, and Mr. Sai Kit (Dicky) Yip, have a long history of working with OPS HK’s customers and understand the customers’ corporate culture, needs and requirements. Each of Mr. Chan, Mr. So and Mr. Yip has over 33, 30 and 31 years of experience in the interior design and fit-out industry, respectively. They also have well-established relationships with the suppliers. As competition for such management talents is fierce and new hires may not necessarily fit in well with the current management team, any loss of key management personnel will be detrimental to our business and prospects.

OPS HK may not be able to implement our business plans effectively to achieve future growth.

OPS HK’s expansion plan is based upon a forward-looking assessment of market prospects of the interior design and fit-out industry in Hong Kong and there is no assurance that such assessment will always turn out to be correct or that it will be able to grow our business as planned. Expansion plans may be affected by a number of factors beyond its control. Such factors include, but are not limited to, changes in economic conditions in Hong Kong, changes in supply and demand for OPS HK services and government regulations in relation to the interior design and fit-out industry. OPS HK may face difficulties in adapting its business process and engaging appropriate materials suppliers and subcontractors for providing services to new project types, with which suppliers and subcontractors OPS HK now has limited or no experience in providing services. Its ability to leverage the brand name may be more limited in the new project types than in its established project types, and it may face more intense competition from established interior design companies in those new project types.

Furthermore, our future growth depends on our ability to improve our administrative, technical and operational infrastructure both in Junee and OPS HK. As part of its strategies, OPS HK intends to recruit new staff and continue to build its operations and reputation through new marketing campaigns. As the business expands, we may encounter a range of difficulties in managing our business, such as difficulties (i) generating sufficient liquidity internally or obtaining external financing for capital needs, and (ii) allocating its resources and managing its relationships with a growing number of customers, suppliers and other business partners. There can be no assurance that future growth will materialize or that OPS HK will be able to manage future growth effectively, and failure to do so would have a material adverse effect on our business, financial position and results of operations.

We may not be successful in our future acquisitions, and we may face difficulties in integrating acquired businesses with our existing business.

We intend to evaluate opportunities to acquire interior design and fit-out companies and integrate their operations into or OPS HK’s business (for further details, please refer to the section headed “Business — Future Business Growth Strategy” of this prospectus). However, there can be no assurance that we will be able to identify suitable opportunities. Even if we are able to identify suitable opportunities, we may encounter difficulties in completing such acquisitions due to financial constraints, negotiating acceptable terms to us and delays in completion. The inability to identify suitable acquisition targets or complete the acquisition could materially and adversely affect our competitiveness and growth prospects. After acquisition is completed, we also face certain uncertainties and risks related to our acquisition, including, without limitation:

•        unsuccessful integration of business including an inability to apply our business model or business operation flow on the acquisition target;

•        wastage of resources and diversion of management attention;

•        failure to retain relationships with key employees, customers and suppliers of the acquisition target;

•        potential ongoing financial obligations and unforeseen or hidden liabilities; and

•        failure to achieve the intended objectives, benefits or revenue-enhancing opportunities.

If we are unable to manage such difficulties as they arise, they could disrupt our ongoing business, increase our costs, any of which could materially and adversely affect our business, financial position and results of operations.

OPS HK’s business is affected by the conditions of the Hong Kong economy and property market and the performance of the relevant business sectors.

During the two fiscal years ended June 30, 2023 and 2022, OPS HK offered its services for residential projects, the office projects and commercial and retail projects in Hong Kong. The condition of the economy of Hong Kong may affect the demand for interior design and fit-out services. Any adverse changes, such as a slowdown in economic growth or pessimistic outlook of the economy, may reduce willingness to spend on business expansion, property investments, relocations, renovations and alterations, which may lead to a decrease in demand for OPS HK’s services. Changes in the performance of certain business sectors may also be relevant to our business. For instance, any adverse changes in the retail sector or corporate sector may reduce the demand OPS HK’s services in commercial and retail projects and office projects respectively. The outlook of the interior design industry is also dependent on the supply of such premises. Negative factors in relation to property developments and redevelopments in Hong Kong such as decrease in the number of newly completed residential and commercial buildings, and restrictions in the supply of land from the Government of Hong Kong may adversely affect the business of OPS HK.

OPS HK’s business depends on materials suppliers and subcontractors to complete its projects.

OPS HK’s existing business strategy is to focus on design, project management, quality control, cost control, customer relationship management and on-site supervision, while outsourcing other necessary business functions. Therefore, it does not maintain a large number of workers to conduct installation and fit-out work, except for maintaining certain employees with installation and fit-out experience for on-site supervision. Instead, it generally

sources all products provided to customers from third-party materials suppliers and, historically, it has hired third-party subcontractors to undertake installation and fit-out work for its customers. We cannot guarantee that OPS HK has been able, and can continue, to monitor the performance and quality of its materials suppliers and subcontractors effectively with its limited number of on-site supervisors.

For the two fiscal years ended June 30, 2023 and 2022, OPS HK’s largest supplier accounted for approximately 10.5% and 8.6%, respectively of our total subcontracting and materials costs, and its top five suppliers accounted for approximately 38.5% and 28.9%, respectively of its total subcontracting and materials costs. In the event that a major materials supplier or subcontractor becomes unavailable, OPS HK may not be able to find suitable substitutes who could provide similar quality of products or services at comparable prices. Since the majority of its projects are undertaken by a few key subcontractors and, it does not generally enter into any long-term contracts with such subcontractors but instead engage them on a project-by-project basis, the unavailability of any of them may lead to (i) lower quality of work; (ii) higher costs; (iii) delays in delivery to the customers, and other consequences which may adversely affect customer satisfaction, reputation, and ultimately, its business and financial performance.

OPS HK’s business relies on subcontractors to comply with relevant laws, rules and regulations. If subcontractors fail to comply with any laws, rules and regulations, our financial performance and business operation may be adversely affected and we may be subject to prosecution.

OPS HK’s subcontractors are subject to prosecutions in the event of violation of safety, environmental and/or employment laws and regulations. These may affect their ability to renew, and in more serious cases, may even result in revocation of their licenses, permits or certificates. If this happens, OPS HK may have to locate and appoint other subcontractor(s) for replacement at additional cost. This may also lead to a lower profit margin. In addition, we cannot guarantee that OPS HK’s subcontractors have obtained all necessary licenses, permits or certificates or that such licenses, permits or certificates will not be revoked or be renewed in a timely manner. In such case, OPS HK may have to cease its engagement of their services and appoint another subcontractor. If its subcontractors violate any laws, rules or regulations, OPS HK may be subject to prosecution.

OPS HK relies on the seamless communication and cooperation between its sales and marketing team, the design team and the project team to ensure smooth completion of projects.

OPS HK’s success is partly attributable to its communication and cooperation among its sales and marketing team, its design team and project team. The success of each project is dependent on whether each of the teams is able to communicate with the other effectively and can coordinate work efficiently. Currently, most of the workflow and communication across different teams and departments are dictated or closely monitored by the executive directors. However, as the scale of our Company increases, the size of each team may need to grow accordingly and the present close-handed approach may not be sufficient to deal with the increased workload. One possible way to deal with this situation is for executive directors to delegate more work to other management personnel, but there is a risk that personnel expansion and greater job delegation may instigate segregation and disinformation, which may ultimately lead to misunderstandings, project delays and errors in quality control. Any such result could adversely affect customer satisfaction, reputational harm, and ultimately, our business and financial performance.

The success of OPS HK depends on customers’ perception of the quality of its work and its ability to satisfy possibly multiple interested parties in any given project.

OPS HK’s success depends largely on its ability to meet customers’ expectations in relation to the qualities of the design ideas, the ultimate finished product, customer services and relationship management skills, among many other factors. However, priorities and perception of quality may vary substantially between customers, because of their practical needs and personal preferences. Furthermore, in the case of corporate customers, the interested parties involved may not be limited to an individual, but also the requirements and preferences of their parent companies, their different departments and the ultimate end-users. OPS HK cannot be certain that it will be able to satisfy all diverse needs and preferences of every interested party, and be able to adequately prioritize and balance such needs and preferences in the case of conflicts between all interested parties in the future projects.

If OPS HK were to become unable to anticipate or respond effectively to its customers’ preferences, its financial performance could be adversely affected.

OPS HK is responsible for developing interior design ideas for its projects and OPS HK secures projects after the presentation of its design ideas. Customers generally compare design ideas and quotations of various service providers and select the design and fitting-out works which are the most suitable for them. OPS HK’s success depends on its capability to anticipate customer preferences and develop interior design ideas which are suitable and preferred by its customers or potential customers. As customer preferences for interior designs are highly subjective in nature, OPS HK may fail to anticipate or respond effectively to customer preferences or changes to their preferences. In such event, its financial performance could be adversely affected.

OPS HK is exposed to liquidity risk and the credit risk of its customers.

In general, customers pay OPS HK fees within 90 days after it issues an invoice. However, there is a possibility that customers will delay or even refuse payment of fees, whether because of their own financial situation or other reasons. In any event, OPS HK is exposed to the credit risk of its customers, which, in turn, causes unpredictability in our cash flows which translates into liquidity risk to our business.

Delays in the completion of projects may cause OPS HK to incur additional costs and experience delays in receiving payments and its reputation may be adversely affected.

The time required for completing projects can be materially affected by numerous factors beyond our control. These factors include shortages of labor and materials, supply chain delays, accidents, “acts of god”, etc. If OPS HK cannot take remedial actions in a timely manner, such as finding suitable alternative subcontractors, suppliers, sourcing and replacing products with equivalent quality and prices or negotiating with its customers in using alternative products, or finding additional workers to meet unexpected contingencies, OPS HK may experience delays in the completion of projects, or even unilateral termination of projects by customers in more serious cases. If OPS HK is unable to manage, coordinate, complete and deliver projects in accordance with the agreed upon delivery schedule, customers may postpone payment of the service fees, OPS HK’s reputation may suffer and also additional costs may be incurred.

If OPS HK fails to meet certain standards in relation to the quality, safety or environmental aspects of its work or products, OPS HK may incur additional costs in remedying the defects and its reputation may suffer.

Some of OPS HK customers require it to commit to technical standards with respect to design, safety or environmental requirements. OPS HK may be required to rectify any fit-out defects under the terms of its quotations or under a defect liability period, which could lead it to incur significant additional costs. Any such defects could also cause reputational harm, which could discourage business opportunities or new customers. Moreover, severe technical defects could lead to incidents of personal injuries or property damages, which could result in expensive and time-consuming litigation and damage payments. If any of the foregoing events occur, our business and financial performance could be materially and adversely affected.

Negative publicity or damage to the reputation of OPS HK may have adverse an impact on its business, growth prospects and financial performance.

OPS HK relies on its reputation and the reputation of its team, as it generally obtains contracts from customers who have experience in and understanding of its quality of design and works. Negative publicity associated with OPS HK could result in the loss of customers or lead to increasing difficulty in securing new projects. If any customer who is not satisfied with the design and fit-out work, whether justified or not, raises any complaint regarding us, and such complaint comes to the attention of the public, the business, growth prospects and financial performance may be adversely affected.

OPS HK’s insurance policies may be insufficient to cover all liabilities arising from claims and litigation.

OPS HK has purchased relevant insurance with appropriate coverage limits for its business and believe that its insurance coverage is in line with the industry standard. However, OPS HK may receive claims from time to time in respect of various matters from customers, suppliers, workers (including OPS HK’s own staff or the staff of the subcontractors) and other parties in relation to its projects. There is no guarantee that the outcome of such claims will

be favorable to OPS HK. Furthermore, regardless of the strength of OPS HK’s defense and outcome of the case, OPS HK may incur time and costs defending such claims. In such event, the current insurance may not sufficiently protect it against all liabilities arising from such potential claims. Even if the insurance is sufficient, such claims may damage its reputation. In addition, there is no guarantee that its insurance premiums, which are generally dependent on various factors, such as the scope and value of the project and insurance claim record, will not increase in the future. If OPS HK were held liable for uninsured losses, or the amounts of claims for insured losses exceed the limits of its insurance coverage, or the insurance premiums increase significantly, our business and financial condition may be materially and adversely affected.

OPS HK’s business operations have been, and may continue to be, materially and adversely affected by the spread of the coronavirus (COVID-19).

The COVID-19 pandemic has resulted in quarantines, travel restrictions, limitations on social or public gatherings, and the temporary closure of business venues and facilities across the world. Many of the quarantine and lockdown measures within China have been relaxed. Nevertheless, relaxation of restrictions on economic and social activities may lead to new cases which may result in the return of restrictions.

OPS HK’s clients, as well as our revenue generation, are mainly derived from OPS HK’s operations in Hong Kong. The pandemic has resulted in the lockdown of cities, travel restrictions, and the temporary closure of stores and facilities in Hong Kong during the past several months. The negative impacts of the COVID-19 pandemic on OPS HK’s business have included, or may continue to include, the following:

•        Uncertain economic conditions, such as labor shortages or supply chain issues, may raise clients’ concerns and cause clients to refrain from engaging in OPS HK’s services (including in-person design consulting services or on-site fit-out work).

•        Quarantines impeded OPS HK’s ability to contact existing and new clients. Travel restrictions limited other parties’ ability to visit and meet in person. Although most communication could be achieved via video calls, this form of remote communication could be less effective in building trust and communicating with existing and new clients.

•        The operations of clients have been, and could continue to be, negatively impacted by the epidemic, which may in turn adversely impact their business performance, and result in a decreased demand for renovation services.

While we continue to see an increasing demand for OPS HK’s services, the prolonged phenomenon of COVID-19 and the effects of mutations in the virus, both in terms of extent and intensity of the pandemic, together with their impact on the interior design industry and the macroeconomic situations are still difficult to anticipate and may continue pose substantial uncertainties. In the event the health and economic environment does not improve, or if there is no significant recovery in the impacted regions where OPS HK serves its clients or operates its business, our results of operations and financial condition could be materially and adversely affected.

Any recurrence of global financial crisis may have negative repercussions on the target customers of OPS HK.

The global financial crisis between 2007 to 2008 caused substantial volatility in capital markets and a downturn in the global market. Any recurrence of a global financial crisis and any decline in the global economy may adversely affect the budgets, expansion plans or renovation plans of target customers of OPS HK, which may result in a decrease in the demand for services. Furthermore, if a number of current customers terminate their contracts with OPS HK due to financial constraints, our results of operations and financial condition may be adversely affected.

The business of OPS HK may be adversely affected by further increase in interest rates.

An increase in interest rates in the future may significantly increase the cost of business operation of corporate entities in Hong Kong, thus affecting their profitability. The demand for OPS HK’s services may decrease in such event, since its target customers may have been adversely affected by such increase in interest rates, resulting in the delay or cancellation of renovation, relocation and business expansion plans. In such circumstances, its business and operations, and our financial results could be adversely affected. As of the date of this prospectus, the business operations of OPS HK have not been affected by such increase in interest rates.

Risks Related to Our Corporate Structure

We rely on dividends and other distributions on equity paid by our subsidiary to fund any cash and financing requirements we may have. In the future, funds may not be available to fund operations or for other use outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or our subsidiary by the PRC government to transfer cash. Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Ordinary Shares or cause them to be worthless.

We are a holding company incorporated in the British Virgin Islands, and we rely on dividends and other distributions on equity paid by our subsidiary for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If our subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. See “Regulations — Regulations related to Hong Kong taxation.” The PRC laws and regulations do not currently have any material impact on transfers of cash from Junee to OPS HK or from OPS HK to Junee, our shareholders and U.S. investors. However, the Chinese government may, in the future, impose restrictions or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from the other entities within our organization, or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our operating subsidiary in Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measured could materially decrease the value of our Ordinary Shares, potentially rendering them worthless.

Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little or no advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over mainland China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. In the future, we may be subject to PRC laws and regulations related to the current business operations of our operating subsidiary and any changes in such laws and regulations and interpretations may impair its ability to operate profitably, which could result in a material negative impact on its operations and/or the value of the securities we are registering for sale.

Although we have direct ownership of our operating entities in Hong Kong and currently do not have or intend to have any subsidiary or any contractual arrangement to establish a VIE structure with any entity in mainland China, we are still subject to certain legal and operational risks associated with our operating subsidiary, OPS HK, being based in Hong Kong and having all of its operations to date in Hong Kong. Additionally, the legal and operational risks associated in mainland China may also apply to operations in Hong Kong, and we face the risks and uncertainties associated with the complex and evolving PRC laws and regulations and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to a company such as OPS HK or Junee, given the substantial operations of OPS HK in Hong Kong and the Chinese government may exercise significant oversight over the conduct of business in Hong Kong. In the event that we or our Hong Kong subsidiary were to become subject to PRC laws and regulations, we could incur material costs to ensure compliance, and we or our Honk Kong subsidiary might be subject to fines, experience devaluation of securities or delisting, no longer be permitted to conduct offerings to foreign investors, and\or no longer be permitted to continue business operations as presently conducted. Our organizational structure involves risks to the investors, and Chinese regulatory authorities could disallow this structure, which would likely result in a material change in OPS HK’s operations and/or a material change in the value of the securities Junee is registering for sale, including the risk that such event could cause the value of such securities to significantly decline or become worthless. Moreover, there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not

limited to, the laws and regulations related to our business and the enforcement and performance of our arrangements with customers in certain circumstances. The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our understanding of these laws and regulations. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business.

The uncertainties regarding the enforcement of laws and the fact that rules and regulations in China can change quickly with little advance notice, along with the risk that the Chinese government may intervene or influence our operating subsidiary’s operations at any time could result in a material change in our operating subsidiary’s operations and/or the value of the securities we are registering.

We may become subject to a variety of PRC laws and other obligations regarding M&A Rules and data security, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of domestic companies in mainland China and controlled by companies or individuals of mainland China to obtain the approval of the China Securities Regulatory Commission, or CSRC, prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. In addition, on February 17, 2023, with the approval of the State Council, the CSRC released the Trial Measures and five supporting guidelines, which came into effect on March 31, 2023. According to the Trial Measures, mainland China domestic companies that seek to offer and list securities in overseas markets, either by direct or indirect means, are required to fulfill the filing procedures with the CSRC and report relevant information.

Junee is a holding company incorporated in the British Virgin Islands with an operating entity based in Hong Kong, as of the date of this prospectus, we have no subsidiary, VIE structure or any direct operations in mainland China, nor do we intend to have any subsidiary or VIE structure or to acquire any equity interests in any domestic companies in mainland China, and we are not controlled by any companies or individuals of mainland China. Further, we are headquartered in Hong Kong, with our chief executive officer, chief financial officer and all members of the board of directors of Junee are based in Hong Kong are not mainland China citizens and all of our revenues and profits are generated by our subsidiary in Hong Kong. Moreover, pursuant to the Basic Law of the Hong Kong Special Administrative Region, or the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy). Therefore, as confirmed by our PRC counsel, Jincheng Tongda & Neal Law Firm, as of the date of this prospectus, the CSRC’s approval is not required for the listing and trading of our Ordinary Shares on a U.S. exchange as provided under the M&A Rules, and we are not subject to filing requirements with the CSRC under the Trial Measures.

We are aware that, recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little advance notice, including a cracking down on illegal activities in the securities market, enhancing supervision over mainland China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, on July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over mainland China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

In addition, on January 4, 2022, the Measures were published and became effective on February 15, 2022, which were originally promulgated by the CAC on April 13, 2020, and, as revised on July 10, 2021, required that, among other things, and in addition to any “operator of critical information infrastructure”, any “data processor” controlling personal information of no less than one million users which seeks to list in a foreign stock exchange should also be

subject to cybersecurity review, and which further elaborate on the factors to be considered when assessing the national security risks of the relevant activities. The publication of the Measures indicates greater oversight by the CAC over data security, which may impact our business and this Offering in the future. As of the date of this prospectus, our Hong Kong subsidiary, OPS HK, does not have any mainland China individuals as clients. However, OPS HK may collect and store certain data (including certain personal information) from its customers for “Know Your Customers” purposes, which may include mainland China individuals in the future. As of the date of this prospectus, as confirmed by our PRC counsel, Jincheng Tongda & Neal Law Firm, we do not expect the Measures to have an impact on our business, operations or this Offering to subject us or our Hong Kong subsidiary to permission requirements from the CAC or any other government agency that is required to approve our subsidiary’s operations, as we do not believe that we will be deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, that are required to file for cybersecurity review before listing in the U.S., because (i) all of our subsidiary’s operations are conducted by our Hong Kong subsidiary which currently solely serve the Hong Kong local market, we currently have no operations in mainland China; (ii) we do not have or intend to have any subsidiary nor do we have or intend to establish a VIE structure with any entity in mainland China and the Measures remain unclear whether they shall be applied to a company like us; (iii) as of date of this prospectus, we have neither collected nor stored any personal information of any mainland China individual or within mainland China, nor do we entrust or expect to be entrusted by any individual or entity to conduct any data processing activities of any mainland China individual or within mainland China; (iv) as of the date of this prospectus, we have not been informed by any PRC governmental authority of any requirement that we must file for a cybersecurity review; and (v) pursuant to the Basic Law of the Hong Kong Special Administrative Region, or the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy). However, there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations. If we were deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, or if other regulations promulgated in relation to the Measures are deemed to apply to us, our subsidiary’s business operations and the listing of our Ordinary Shares in the U.S. could be subject to CAC’s cybersecurity review or we and our subsidiary might be covered by permission from the CAC or any other government agency that is required to approve our subsidiary’s operations in the future. Nevertheless, since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It also remains highly uncertain what the potential impact such modified or new laws and regulations will have on our subsidiary’s daily business operations, its ability to accept foreign investments and the listing of our Ordinary Shares on a U.S. or other foreign exchanges. If any or all of the foregoing were to occur, it may significantly limit or completely hinder our ability to complete this Offering or cause the value of our Ordinary Shares to significantly decline or become worthless.

As of the date of this prospectus, we are advised by Hong Kong counsel, Long An & Lam LLP, that we are not required to obtain permission or approval from Hong Kong authorities to offer the securities being registered to foreign investors. Should there be any change in applicable laws, regulations, or interpretations, and we or any of our subsidiaries are required to obtain such permissions or approvals in the future, we will strive to comply with the then applicable laws, regulations, or interpretations.

As confirmed by our PRC counsel, Jincheng Tongda & Neal Law Firm, based on their understanding of the PRC laws and regulations currently in effect, as of the date of this prospectus, neither we nor our subsidiary, OPS HK, is subject to the M&A Rules, the Trial Measures, the Measures or the regulations or policies that have been issued by the CSRC or the CAC as of the date of this prospectus, nor are we currently covered by permission requirements from the CSRC, the CAC or any other PRC governmental agency that is required to approve our listing on the U.S. exchanges and offering securities. Hence, based on the foregoing, since we are not subject to the regulations or policies issued by the CAC to date, we believe that we are currently not required to be compliant with such regulations and policies issued by the CAC as of the date of this prospectus. Further, as of the date of this prospectus, neither we nor OPS HK has ever applied for any such permission or approval, as we currently are not subject to the M&A Rules or the regulations and policies issued by the CAC. However, if there is significant change to current political arrangements between mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, and, in such event, if we are required to obtain such approvals in the future and we do not receive or maintain the approvals or is denied permission from mainland China or Hong Kong authorities, we will not be able to list our Ordinary Shares on a U.S. exchange, or continue to offer securities to investors, which would materially affect the interests of the investors and cause significant the value of our Ordinary Shares significantly decline or be worthless.

Substantially all of our operating subsidiary’s operations are conducted in Hong Kong. However, due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of such business and may intervene in or influence such operations. at any time, which could result in a material change in the operations of the operating subsidiary and/or the value of our Ordinary Shares. The PRC government may also intervene or impose restrictions on our ability to move money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also occur quickly with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.

Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little advance notice, including a cracking down on illegal activities in the securities market, enhancing supervision over mainland China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Given the recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-based issuers, any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause such securities to significantly decline or be worthless. Additionally, any further control over offerings conducted overseas and/or foreign investment impacting our subsidiary in Hong Kong by the Hong Kong government could result in a material change in our operating subsidiary’s operations, financial performance and/or the value of our Ordinary Shares or impair our ability to raise money.

If the Chinese government chooses to extend oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-based issuers to Hong Kong-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.

Recent statements, laws and regulations by the Chinese government, including the Measures for Cybersecurity Review, the PRC Personal Information Protection Law and the Draft Rules on Overseas Listing published by CSRC on December 24, 2021 have already indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in mainland China-based issuers. As of the date of the prospectus, the Draft Rules on Overseas Listing have been released for public comments only and the final version and effective date of such regulations are subject to change with substantial uncertainty. It remains uncertain whether the Chinese government will adopt additional requirements or extend the existing requirements to apply to our Operating Subsidiary located in Hong Kong. We could be subject to approval or review by Chinese regulatory authorities to pursue this offering. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

We are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

Shares to be materially and adversely affected, and our securities could be delisted or prohibited from being traded on the national securities exchange earlier than would be required by the HFCA Act. If our Ordinary Shares are unable to be listed on another securities exchange by then, such a delisting would substantially impair your ability to sell or purchase our Ordinary Shares when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our Ordinary Shares.

The recent joint statement by the SEC and proposed rule changes submitted by NASDAQ, all call for additional and more stringent criteria to be applied to emerging market companies. These developments could add uncertainties to our Offering, business operations, share price and reputation.

U.S. public companies that have substantially all of their operations in China (including in Hong Kong) have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of this negative attention has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud.

On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman, William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China, reiterating past SEC and PCAOB statements on matters including the difficulty associated with inspecting accounting firms and audit work papers in China and higher risks of fraud in emerging markets and the difficulty of bringing and enforcing SEC, Department of Justice and other U.S. regulatory actions, including in instances of fraud, in emerging markets generally.

On May 18, 2020, NASDAQ filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in a “Restrictive Market”, (ii) prohibit Restrictive Market companies from directly listing on NASDAQ Capital Market, and only permit them to list on NASDAQ Global Select or NASDAQ Global Market in connection with a direct listing and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors. On October 4, 2021, the SEC approved NASDAQ’s revised proposals for the rule changes. As a result of such scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on us, our Offering, business and our share price. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our Company. This situation will be costly and time consuming and distract our management from developing our growth. If such allegations are not proven to be groundless, we and our operating subsidiary’s business operations will be severely affected and you could sustain a significant decline in the value of our Ordinary Share.

NASDAQ may apply additional and more stringent criteria for our continued listing because our insiders will hold a large portion of our listed securities.

NASDAQ Listing Rule 5101 provides NASDAQ with broad discretionary authority over, among other things, the continued listing of securities on NASDAQ, and NASDAQ may use such discretion to apply additional or more stringent criteria for continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes continued listing of the securities on NASDAQ inadvisable or unwarranted in the opinion of NASDAQ, even though the securities may meet all enumerated criteria for continued listing on NASDAQ. In addition, NASDAQ may use its discretion to deny continued listing or to apply additional and more stringent criteria including, but not limited to: (i) where the company engaged an auditor that has not been subject to an inspection by PCAOB, an auditor that PCAOB cannot inspect, or an auditor that has not demonstrated sufficient resources, geographic reach, or experience to adequately perform the company’s audit, including, but not limited to where the company engaged an auditor that has not been subject to an inspection by PCAOB, an auditor that PCAOB cannot inspect. Our initial public offering will be relatively small. Excluding any sale of Resale Shares to be made by the Selling Shareholders, we estimate that there should be approximately 15.73%

of the total issued capital in public hands after the listing. The insiders of our Company will still hold a large portion of the Company’s listed securities following the consummation of the Offering. Therefore, we may be subject to the additional and more stringent criteria of NASDAQ for our continued listing.

The initial public offering price for our Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile.

The initial public offering price does not bear any relationship to our earnings, book value or any other indicia of value. We cannot assure you that the market price of our Ordinary Shares will not decline significantly below the initial public offering price. The financial markets in the United States and other countries have experienced significant price and volume fluctuations in the last few years. Volatility in the price of our Ordinary Shares may be caused by factors outside of our control and may be unrelated or disproportionate to changes in our results of operations.

You will experience immediate and substantial dilution in the net tangible book value of Ordinary Shares purchased.

The initial public offering price of our Ordinary Shares is substantially higher than the (pro forma) net tangible book value per share of our Ordinary Shares. Consequently, when you purchase our Ordinary Shares in the Offering and upon completion of the Offering, you will incur immediate dilution of $3.434 per share, based on the initial public offering price of $4.00 per share. See “Dilution.” In addition, you may experience further dilution to the extent that additional Ordinary Shares are issued upon exercise of outstanding options we may grant from time to time.

Substantial future sales of our Ordinary Shares or the anticipation of future sales of our Ordinary Shares in the public market could cause the price of our Ordinary Shares to decline.

Sales of substantial amounts of our Ordinary Shares in the public market after this Offering, or the perception that these sales could occur, could cause the market price of our Ordinary Shares to decline. An aggregate of 10,714,286 Ordinary Shares is outstanding before the consummation of this Offering and 12,714,286 Ordinary Shares will be outstanding immediately after the consummation of this Offering. Sales of these shares into the market could cause the market price of our Ordinary Shares to decline.

We do not intend to pay further dividends for the foreseeable future.

We currently intend to retain all remaining funds and future earnings, if any, for the operation and expansion of our business and do not currently anticipate declaring or paying any further dividends. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and will be subject to the restrictions contained in any future financing instruments.

If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Ordinary Shares, the price of our Ordinary Shares and trading volume could decline.

The trading market for our Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrades us, the price of our Ordinary Shares would likely decline. If one or more of these analysts ceases coverage of our Company or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Ordinary Shares and the trading volume to decline.

The market price for our Ordinary Shares may be volatile.

The initial public offering price for our Ordinary Shares may vary from the market price of our Ordinary Shares following our initial public offering. If you purchase our Ordinary Shares in our initial public offering, you may not be able to resell those shares at or above the initial public offering price. We cannot assure you that the market price following

If the NASDAQ Capital Market delists our Ordinary Shares from trading, we could face significant consequences, including:

•        a limited availability for market quotations for our Ordinary Shares;

•        reduced liquidity with respect to our Ordinary Shares;

•        a determination that our Ordinary Share is a “penny stock,” which will require brokers trading in our Ordinary Share to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Share;

•        limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

Because our business is conducted in Hong Kong dollars and the price of our Ordinary Shares is quoted in United States dollars, changes in currency conversion rates may affect the value of your investments.

Our business is conducted in Hong Kong, our books and records are maintained in Hong Kong dollars, which is the currency of Hong Kong, and the financial statements that we file with the SEC and provide to our shareholders are presented in United States dollars. Changes in the exchange rate between the Hong Kong dollar and U.S. dollar affect the value of our assets and the results of our operations in United States dollars. The value of the Hong Kong dollar against the United States dollar and other currencies may fluctuate and is affected by, among other things, changes in the Hong Kong’s political and economic conditions and perceived changes in the economy of Hong Kong and the United States. Any significant revaluation of the Hong Kong dollar may materially and adversely affect our cash flows, revenue and financial condition. Further, our Ordinary Shares offered by this prospectus are denominated in United States dollars, we will need to convert the net proceeds we receive into Hong Kong dollar in order to use the funds for our business. Changes in the conversion rate between the United States dollar and the Hong Kong dollar will affect that amount of proceeds we will have available for our business.

Volatility in our Ordinary Shares price may subject us to securities litigation.

The market for our Ordinary Shares may have, when compared to seasoned issuers, significant price volatility and we expect that our share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

We have broad discretion in the use of the net proceeds from this Offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this Offering, their ultimate use may vary substantially from their currently intended use. The failure by our management to apply these funds effectively could harm our business.

Our existing shareholders that are not included in this registration statement will be able to sell their Ordinary Shares after completion of this Offering subject to restrictions under the Rule 144.

Our existing shareholders, other than the Resale Shareholders and any shareholders that are subject to lock-up agreements, may be able to sell their Ordinary Shares under Rule 144 after completion of this Offering. Because these shareholders have paid a lower price per Ordinary Share than participants in this Offering, when they are able to sell their pre-offering shares under Rule 144, they may be more willing to accept a lower sales price than the Offering price. This fact could impact the trading price of our Ordinary Shares following completion of the Offering, to the detriment of participants in this Offering. Under rule 144, before our existing shareholders can sell their Ordinary Shares, in addition to meeting other requirements, they must meet the required holding period. We do not expect any of such Ordinary Shares to be sold pursuant to Rule 144 during the pendency of this Offering.

There can be no assurance that we will not be deemed to be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of our ordinary shares.

A non-U.S. corporation will be a PFIC for any taxable year if either (1) at least 75% of its gross income for such year consists of certain types of “passive” income; or (2) at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income, or the asset test. Based on our current and expected income and assets (taking into account the expected cash proceeds and our anticipated market capitalization following this Offering), we do not presently expect to be a PFIC for the current taxable year or the foreseeable future. However, no assurance can be given in this regard because the determination of whether we are or will become a PFIC is a fact-intensive inquiry made on an annual basis that depends, in part, upon the composition of our income and assets. In addition, there can be no assurance that the Internal Revenue Service, or IRS, will agree with our conclusion or that the IRS would not successfully challenge our position. Fluctuations in the market price of our Ordinary Shares may cause us to become a PFIC for the current or subsequent taxable years because the value of our assets for the purpose of the asset test may be determined by reference to the market price of our Ordinary Shares. The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in this Offering. If we were to be or become a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder and such U.S. Holder may be subject to additional reporting requirements. For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were or are determined to be a PFIC, see “Taxation — Passive Foreign Investment Company (“PFIC”)”.

Our lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud which may affect the market for and price of our Ordinary Share.

To implement Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring public companies to include a report of management on the company’s internal control over financial reporting. Prior to filing the registration statement of which this prospectus is a part, we were a private company with limited accounting personnel and other resources for addressing our internal control over financial reporting. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. Our independent registered public accounting firm did not conduct an audit of our internal control over financial reporting. However, in connection with the audits of our consolidated financial statements as of June 30, 2023 and 2022, we and our independent registered public accounting firm identified a few material weaknesses in our internal control over financial reporting PCAOB of the United States, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified related to (1) our lack of sufficient full-time personnel with appropriate levels of accounting knowledge and experience to monitor the daily recording of transactions, address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP; (2) our lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures as well as adequate policies and procedures in internal audit function to ensure that our policies and procedures have been carried out as planned; (3) our lack of segregation of duties in process of preparing and reviewing accounting entries; (4) our lack of proper procedures developed and implemented for system security and access as well as segregation of duties in relation to the system; (5) our lack of proper procedures developed for system development, program change management policies and critical change management control processes and procedures; and (6) our lack of proper procedures developed and implemented for IT policy and procedure as well as operating system security management control.

We intend to implement measures designed to improve our internal control over financial reporting to address the underlying causes of these material weaknesses, including i) hiring more qualified staff to fill up the key roles in the operations; ii) setting up a financial and system control framework with formal documentation of polices and controls in place; and iii) appointing independent directors, establishing an audit committee and strengthening corporate governance.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus. These statements are likely to address our growth strategy, financial results and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

•        future financial and operating results, including revenues, income, expenditures, cash balances and other financial items;

•        our ability to execute our growth, expansion and acquisition strategies, including our ability to meet our goals;

•        current and future economic and political conditions;

•        our expectations regarding demand for and market acceptance of our services and the products;

•        our expectations regarding our client base;

•        our ability to procure the applicable regulatory licenses in the relevant jurisdictions in which we operate;

•        competition in our industry;

•        relevant government policies and regulations relating to our industry;

•        our capital requirements and our ability to raise any additional financing which we may require;

•        our ability to protect our intellectual property rights and secure the right to use other intellectual property that we deem to be essential or desirable to the conduct of our business;

•        our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business;

•        overall industry and market performance;

•        the spread of COVID-19 and its new variants; and

•        other assumptions described in this prospectus underlying or relating to any forward-looking statements.

We describe material risks, uncertainties and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors.” We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

Industry Data and Forecasts

This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The interior design and fit-out industries in Hong Kong and greater Asia, may not grow at the rate projected by market data, or at all. Failure of this industry to grow at the projected rate may have a material and adverse effect on our business and the market price of our Ordinary Shares. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated in the British Virgin Islands to take advantage of certain benefits associated with being a British Virgin Islands business company, such as:

•        political and economic stability;

•        an effective judicial system;

•        a favorable tax system;

•        the absence of exchange controls or currency restrictions; and

•        the availability of professional and support services.

However, certain disadvantages accompany incorporation in the British Virgin Islands. These disadvantages include, but are not limited to:

•        the British Virgin Islands has a less developed body of securities laws as compared to the United States and these securities laws provide significantly less protection to investors as compared to the United States; and

•        British Virgin Islands companies may not have standing to sue before the federal courts of the United States.

Our Amended Memorandum and Articles do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated.

All of our assets are located in Hong Kong. In addition, all our directors and officers are nationals or residents of Hong Kong and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

Ogier, our British Virgin Islands counsel, and Long An & Lam LLP, our Hong Kong counsel, have advised us that there is uncertainty as to whether the courts of the BVI or Hong Kong would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in the British Virgin Islands or Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

There is uncertainty with regard to British Virgin Islands law as to whether a judgment obtained from the United States courts under civil liability provisions of the securities laws will be determined by the courts of the British Virgin Islands as penal or punitive in nature. If such a determination is made, the courts of the British Virgin Islands are also unlikely to recognize or enforce the judgment against a British Virgin Islands company. Because the courts of the British Virgin Islands have yet to rule on whether such judgments are penal or punitive in nature, it is uncertain whether they would be enforceable in the British Virgin Islands. Ogier has advised us that although there is no statutory enforcement in the British Virgin Islands of judgments obtained in the federal or state courts of the United States, in certain circumstances a judgment obtained in such jurisdiction may be recognized and enforced in the courts of the British Virgin Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the High Court of the British Virgin Islands, provided such judgment:

•        is given by a foreign court of competent jurisdiction and such foreign court had proper jurisdiction over the parties subject to such judgment;

•        imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;

•        is final;

•        no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the BVI;

•        is not in respect of taxes, a fine, a penalty or similar fiscal or revenue obligations of the company;

•        was not obtained in a fraudulent manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the British Virgin Islands.

In appropriate circumstances, a BVI Court may give effect in the BVI to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions.

Long An & Lam LLP has further advised us that foreign judgments of United States courts will not be directly enforced in Hong Kong as there are currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between Hong Kong and the United States. However, the common law permits an action to be brought upon a foreign judgment. That is to say, a foreign judgment itself may form the basis of a cause of action since the judgment may be regarded as creating a debt between the parties to it. In a common law action for enforcement of a foreign judgment in Hong Kong, the enforcement is subject to various conditions, including but not limited to, that the foreign judgment is a final judgment conclusive upon the merits of the claim, the judgment is for a liquidated amount in civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts. The defenses that are available to a defendant in a common law action brought on the basis of a foreign judgment include lack of jurisdiction, breach of natural justice, fraud, and contrary to public policy. However, a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor. As a result, subject to the conditions with regard to enforcement of judgments of United States courts being met, including but not limited to the above, a foreign judgment of United States of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any State or territory within the United States could be enforceable in Hong Kong.

OUR HISTORY AND CORPORATE STRUCTURE

Our History

Junee Limited is a BVI business company limited by shares and established under the laws of the British Virgin Islands on August 25, 2021. It is a holding company with no business operations. Junee Limited, through its wholly-owned subsidiary, OPS HK, is an interior design and fit-out service provider in Hong Kong. We recently undertook a reorganization primarily to facilitate our initial public offering in the United States, as described below under “Our Reorganization”.

For the purpose of operating our business in 1998, Mr. Sai Kit (Dicky) Yip, Mr. Siu Lai So and Mr. Wai Man (Aoki) Fung, who is an independent third party, each subscribed for 50,000 shares in Sannogi Holdings, which was incorporated on January 21, 1998. Mr. Fung later sold his entire interest in Sannogi Holdings to pursue other business opportunities in 2001. Since 2004, Sannogi Holdings was owned as to approximately 33.33%, 33.33% and 33.33% by each of Mr. Yuk Ki (Francis) Chan, Mr. So, and Mr. Yip, respectively.

After several years of operation, Sannogi Holdings had accumulated sufficient financial resources and purchased property in Hong Kong in May 2010 for its own use. With the idea to separate the function of operating the business from the investment function of holding the aforesaid property, as originally contemplated, it was decided that Sannogi Holdings should be used to hold the said property and a new company, OPS HK, would be established to continue to carry out our interior design business therein.

OPS HK was incorporated in 2011 to replace Sannogi Holdings as our key operating subsidiary. After Sannogi Holdings fulfilled its responsibilities under its contracts on hand during the transitional period from 2010 to 2013, it ceased conducting its interior design and fit-out business.

Our Corporate Structure

The following diagram illustrates our corporate structure as of the date of this prospectus after giving effect to the reorganization. Except as otherwise specified, equity interests depicted in this diagram are held as to 100%.

Before this Offering

After this Offering

____________

Notes:

(1)      WAC Holdings Limited, a company incorporated in the Cayman Islands, is an investment holding company and its shares are listed and traded on GEM of The Stock Exchange of Hong Kong Limited (stock code: 8619). WAC (Hong Kong) Limited, an investment holding company incorporated in the British Virgin Islands, is a direct wholly-owned subsidiary of WAC Holdings Limited. WAC Holdings Limited and WAC (Hong Kong) Limited, together with their subsidiaries, provide construction engineering consultancy services focusing on the area of comprehensive structural and geotechnical engineering design, which is mainly provided in Hong Kong and Macau, and their consultancy services mainly cover: (i) structural engineering; (ii) geotechnical engineering; (iii) certain civil engineering practice areas; and (iv) material engineering.

(2)      Manning Properties Limited, a company incorporated in the BVI in 2015 as a limited liability company, is an investment holding company, which is owned as to approximately 68.2% by Dr. Yin Nin Chan and approximately 31.8% by Mr. Po Lam Kwong.

(3)      Alpha Generator Limited, a company incorporated in the BVI in 2015 as a limited liability company, is an investment holding company which is owned approximately 33.33% by Mr. Yuk Ki (Francis) Chan, approximately 33.33% by Mr. Siu Lai So and approximately 33.33% by Mr. Sai Kit (Dicky) Yip.

(4)      Rich Merchant Limited, a company incorporated in Samoa in 2013 as a limited liability company, is an investment holding company which is 100% owned by Mr. Ho Wai (Howard) Tang. Rich Merchant Limited holds voting and/or dispositive power over 508,570 Ordinary Shares as of the date of this prospectus. The principal business address of Rich Merchant Limited is TMF Chambers, P.O. Box 3269, Apia, Samoa.

(5)      Florita Investments Limited, a company formed in Samoa in 2013 as a limited liability company, is an investment holding company which is 100% owned by Ho Wai (Alan) Chung. Florita Investments Limited holds voting and/or dispositive power over 508,570 Ordinary Shares as of the date of this prospectus. The principal business address of Florita Investments Limited is Vistra Corporate Services Centre, Ground Floor NPF Building, Beach Road, Apia, Samoa.

(6)      Nice Honour International Investment Limited, a business company formed in the British Virgin Islands in 2018 as a limited liability company, is an investment holding company which is 100% owned by Hoi Shuen Ng. Nice Honour International Investment Limited holds voting and/or dispositive power over 508,570 Ordinary Shares as of the date of this prospectus. The principal business address of Nice Honour International Investment Limited is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.

(7)      Plenty Partner Enterprises Limited, a business company formed in the British Virgin Islands in 2017 as a limited liability company, is an investment holding company which is 100% owned by Sik Chiu Ng. Plenty Partner Enterprises Limited holds voting and/or dispositive power over 178,000 Ordinary Shares as of the date of this prospectus. The principal business address of Plenty Partner Enterprises Limited is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.

(8)      Oasis Dragon Holdings Limited, a company formed in Republic of Seychelles in 2013 as a limited liability company, is an investment holding company which is 100% owned by Yiu Wai Ming. Oasis Dragon Holdings Limited holds voting and/or dispositive power over 178,000 Ordinary Shares as of the date of this prospectus. The principal business address of Oasis Dragon Holdings Limited is Vistra Corporate Services Centre, Suite 23, 1st Floor, Eden Plaza, Eden Island, Mahe, Republic of Seychelles.

Our Reorganization

On September 1, 2021, we completed a reorganization of our legal structure (the “Reorganization”), in an effort to unify the ownership structure of our Company, as well as to facilitate our initial public offering in the United States. We believe this will enhance organizational efficiency.

Prior to the Reorganization, OPS HK, the operating subsidiary of the Company, was controlled by Alpha Generator Limited, a BVI company. As part of the Reorganization, OPS Holdings Limited was first incorporated under the laws of the British Virgin Islands on June 25, 2021, and became a subsidiary of Alpha Generator Limited. OPS HK then became a wholly owned subsidiary of OPS Holdings Limited. Subsequently, Junee Limited was incorporated and became a wholly owned subsidiary of OPS Holdings Limited. Consequently, Junee Limited became the holding company of OPS HK on September 1, 2021.

The Company and its subsidiary resulting from the Reorganization has been under the common control of the same controlling shareholder before and after the Reorganization. The consolidation of the Company and its subsidiary has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. Results of operations for the periods presented comprise those of the previously separate entities combined from the beginning of the period to the end of the period, eliminating the effects of intra-entity transactions. As a result of the Reorganization, the Company owns 100% equity interest of OPS HK.

Recent Developments

On June 8, 2023, Rich Merchant Limited surrendered its 8% of shares in Alpha Generator Limited to Mr. Yuk Ki (Francis) Chan, Mr. Siu Lai So, and Mr. Sai Kit (Dicky) Yip, with each receiving 2.66% of the shares in Alpha Generator Limited, and in consideration, (i) Alpha Generator Limited surrendered its 756 shares in OPS Holdings Limited; and (ii) Rich Merchant Limited acquired 687,167 Ordinary Shares in Junee from OPS Holdings Limited.

On July 18, 2023, Rich Merchant Limited transferred its 178,597 Ordinary Shares of Junee to Florita Investments Limited, for a consideration of $500,071.6; OPS Holdings Limited transferred its 329,973 Ordinary Shares of Junee to Florita Investments Limited, for a consideration of $923,924.4, its 508,570 Ordinary Shares of Junee to Nice Honour International Investment Limited, for a consideration of $1,423,996, its 178,000 Ordinary Shares of Junee to Plenty Partner Enterprises Limited, for a consideration of $498,400, and its 178,000 Ordinary Shares of Junee to Oasis Dragon Holdings Limited, for a consideration of $498,400.

As of the date of this prospectus, the Company has 10,714,286 Ordinary Shares issued and outstanding.

USE OF PROCEEDS

We estimate that we will receive net proceeds from our issuance and sale of 2,000,000 Ordinary Shares in this Offering of approximately US$7.1 million, based on the offering price of $4 per share, after deducting underwriting discounts and non-accountable expenses and the estimated Offering expenses payable by us.

We plan to use the net proceeds we receive from this Offering for the following purposes:

____________

Note:

(1)      Approximately US$2.1 million.

(2)      Approximately US$2.1 million.

(3)      Approximately US$2.8 million.

Expanding Service Capacity

After going public, we aim to further enhance our service capacity, including building an in-house team of electrical fit-out workers and an in-house team of repair and maintenance service workers.

Potential Strategic Investments and Acquisitions

A portion of net proceeds will be reserved for potential strategic investments and acquisitions, although we have not identified any specific investments or acquisition opportunities.

General working capital

We aim to reserve a portion of net proceeds from this Offering for general working capital needs and use as daily operation, including but not limited to, funding sales and marketing efforts and developing web interface. This can serve as a buffer to deal with the fluctuating economic environment and at the same time provide a stable finance backup for daily operational use.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this Offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this Offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this Offering differently than as described in this prospectus.

Pending any use described above, we plan to invest the net proceeds from the sale of Ordinary Shares in demand deposits, interest-bearing debt instruments or other financial products, for cash management purposes.

DETERMINATION OF OFFERING PRICE

Since our Ordinary Shares were not listed or quoted on any exchange or quotation system prior to this Offering, the offering price of our Ordinary Shares was determined by us and the Underwriter and is based on an assessment of our financial condition and prospects, comparable companies with similar sizes and business currently traded on U.S. capital markets, and the general condition of the securities market. It does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. In connection with this Offering, our Ordinary Shares are approved for listing on NASDAQ.

The offering price stated on the cover page of this prospectus should not be considered an indication of the actual value of the Ordinary Shares. We cannot assure you that the Ordinary Shares can be resold at or above the public offering price.

DIVIDEND POLICY

On May 19, 2022, OPS HK declared an interim dividend of HK$2.7 per share (equivalent to $0.346 per share) with respect to the 600,000 issued shares of OPS HK or HK$1,620,000 (equivalent to $207,692) to its sole shareholder, i.e. Junee. On the same date, having received the dividend income from OPS HK, Junee declared the same amount of interim dividend, i.e. an interim dividend of HK$1,620 per share (equivalent to $208 per share) with respect to the 1,000 issued shares of Junee or HK$1,620,000 (equivalent to $207,692) to the shareholders of Junee. During the fiscal year ended June 30, 2022, Junee paid dividend of HK$1,360,000 (equivalent to $174,359) to the shareholders of Junee and the remaining unpaid dividend of HK$260,000 (equivalent to $33,333) was recorded as amount due to the related party as of June 30, 2022 and was fully settled in December 2022. On September 15, 2022, Junee declared an interim dividend of approximately HK$0.11199 per share (equivalent to approximately $0.01429 per share) with respect to the 10,714,286 issued shares of Junee, or HK$1,200,000 (equivalent to $153,061), to the shareholders of Junee. The dividend declared by Junee on September 15, 2022 has been fully paid as of the date of this prospectus.

As disclosed above, we currently intend to retain all of their respective remaining funds and future earnings, if any, for the operation and expansion of our business and currently do not anticipate declaring or paying any further dividends. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

We do not plan to pay any further dividends out of our retained earnings, as of the date of this prospectus.

Subject to the BVI Act and our Amended Memorandum and Articles, our board of directors may authorize and declare a dividend to shareholders at such time and of such an amount as it thinks fit if it is satisfied, on reasonable grounds, that immediately following the dividend the value of our assets will exceed our liabilities and we will be able to pay our debts as they become due. There is no further BVI statutory restriction on the amount of funds which may be distributed by us by dividend.

If we determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our Hong Kong subsidiary, OPS HK.

Cash dividends, if any, on our Ordinary Shares will be paid in U.S. dollars.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. See “Regulations — Regulations related to Hong Kong taxation.”

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2023:

•        on an unaudited actual basis;

•        on an unaudited as adjusted basis, giving effect to the issuance and sale of 2,000,000 Ordinary Shares by us in this Offering at the initial public offering price of $4.00 per Ordinary Share, after deducting the estimated underwriting discounts and non-accountable expenses to the Underwriter and other estimated offering expenses payable by us.

You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion And Analysis of Financial Condition And Results Of Operations.”

____________

(1)      It reflects the net proceeds we expect to receive, after deducting the underwriting discounts, non-accountable expenses, and estimated offering expenses payable by us. We estimate that such net proceeds will be approximately (a) $7,075,598, if the Underwriter’s over-allotment option is not exercised; and (b) $8,179,598, if the Underwriter’s over-allotment option is exercised in full.

DILUTION

If you invest in our Ordinary Shares, your interest will be diluted for each Ordinary Share you purchase to the extent of the difference between the initial public offering price per Ordinary Share and our net tangible book value per Ordinary Share after this Offering. Dilution results from the fact that the initial public offering price per Ordinary Share is substantially in excess of the net tangible book value per Ordinary Share attributable to the existing shareholders for our presently outstanding Ordinary Shares.

Our net tangible book value as of June 30, 2023 was $123,628, or $0.012 per Ordinary Share. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting the as adjusted net tangible book value per Ordinary Share from the initial public offering price per Ordinary Share and after deducting the estimated underwriting discounts and non-accountable expenses to the Underwriter and the estimated offering expenses payable by us.

After giving further effect to our sale of Ordinary Shares in this Offering at the initial public offering price of $4.00 per Ordinary Share, and after deducting the estimated underwriting discounts and non-accountable expenses to the Underwriter and the estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2023 would have been $7,199,226, or approximately $0.566 per Ordinary Share. This represents an immediate increase in as adjusted net tangible book value per Ordinary Share of $0.554 to our existing shareholders and an immediate dilution in as adjusted net tangible book value per Ordinary Share of approximately $3.434 to new investors purchasing Ordinary Shares in this Offering. The following table illustrates this dilution on a per Ordinary Share basis:

The following table illustrates this dilution on a per Ordinary Share basis.

If the Underwriter exercises its over-allotment option in full, our as adjusted net tangible book value as of June 30, 2023 would have been $8,303,226, or approximately $0.638 per Ordinary Share, the immediate increase as adjusted net tangible book value per Ordinary Share of $0.626 to our existing shareholders and an immediate dilution in as adjusted net tangible book value per Ordinary Share of approximately $3.362 to new investors purchasing Ordinary Shares in this Offering.

To the extent that we issue additional Ordinary Shares in the future, there will be further dilution to new investors participating in this Offering.

The following table summarizes, on an as adjusted basis as of June 30, 2023, the differences between existing shareholders and the new investors, the total consideration paid and the average price per Ordinary Share before deducting the estimated underwriting discounts and non-accountable expenses to the Underwriter and the estimated offering expenses payable by us.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Disclosure Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

Junee Limited is a holding company limited by shares and established under the laws of the British Virgin Islands on August 25, 2021. It is a holding company with no business operation. The Company, through its wholly-owned subsidiary, OPS HK, is an interior design and fit-out service provider in Hong Kong. OPS HK provides quality design, fit-out and repair and maintenance services for commercial and residential buildings. The design service includes both the consultation with our staff and the actual design work, with a specific conceptualized design with layout plans, detailed design drawings, advice relating to, among other things, budgetary considerations, optimal use of space, the materials, fittings, furniture, appliances and other items to be used with an aim to produce a preliminary design plan and quotation for clients’ considerations. Fit-out works include installing protective materials to cover floors or walls, installing or constructing partition walls, windows and window frames and decorative fittings, furniture or fixtures, installing plumbing systems, as well as installing switches, power outlets, telephone wiring, computer outlet covers and other electrical and wiring works. Repair and maintenance works include, among other things, replacement of fixtures and fittings, repair and maintenance of cupboards and shelves and repainting walls and ceilings.

In connection with this Offering, we have undertaken a reorganization of our legal structure. The Reorganization was completed on September 1, 2021. Prior to the Reorganization, OPS HK, the operating subsidiary of the Company, was controlled by Alpha Generator Limited. As part of the Reorganization, OPS Holdings Limited was first incorporated under the laws of the British Virgin Islands on June 25, 2021, and being interspersed between Alpha Generator Limited and OPS HK. Subsequently, the Company was incorporated and being interspersed between OPS Holdings Limited and OPS HK. Consequently, Junee Limited became the holding company of OPS HK on September 1, 2021. The Company and its subsidiary resulting from Reorganization has always been under the common control of the same controlling shareholders before and after the Reorganization. The consolidation of the Company and its subsidiary has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. Results of operations for the periods presented comprise those of the previously separate entities combined from the beginning of the period to the end of the period, eliminating the effects of intra-entity transactions. As a result of the Reorganization, the Company owns 100% equity interest of OPS HK.

We generate revenues primarily from providing design, fit-out and repair and maintenance services. For the fiscal years ended June 30, 2023 and 2022, total revenue was $6,140,731 and $9,620,570, respectively. Our gross profit and net profit were $1,278,307 and $38,678, respectively, for the fiscal year ended June 30, 2023, as compared to our gross profit and net loss of $1,447,963 and $65,911, respectively, for the fiscal year ended June 30, 2022.

We will continue to adhere to our business principles of providing professional design service in high standard. We believe that our pursuit of goal will lead us to sustainable growth, solidify our position in the industry, and create long-term value for our shareholders. We aim to achieve this goal by implementing the following strategies through OPS HK:

•        Solidify our industry position by expanding our customer base with enhances sales and marketing;

•        Expand our service capacity by building an in-house team of electrical fit-out workers and an in-house team of repair and maintenance service workers; and

•        Improve our customer interaction by developing web interface.

Impact of COVID-19 on Our Business

On January 30, 2020, the World Health Organization declared the outbreak of COVID-19, a “Public Health Emergency of International Concern,” and on March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic.” Governments in affected countries are imposing travel bans, quarantines and other emergency public health measures, which have caused material disruption to businesses globally resulting in an economic slowdown. These measures, though temporary in nature, may continue and increase, depending on developments with the COVID-19 pandemic.

When the social distancing measures in Hong Kong were at their peak at the beginning of the fiscal year ended June 30, 2021, deploying staff and assigning subcontractors at different sites became a very challenging task which brought significant delays to the projects, and which deferred our income to a later stage. On the other hand, in response to the pandemic and the shrinking market, OPS HK has taken a conservative approach on cost budgeting, including but not limited to, withholding in distribution of staff bonus, putting pressure on the pricing of the subcontractors and suppliers and targeting on projects with higher margin in order to minimize the loss in case the projects delay. Since February 2021, the Hong Kong Government has launched a COVID-19 vaccination campaign, and the market has gradually recovered from the initial impact of COVID-19, due to the increasing population of vaccinated individuals. Client orders have since resumed incrementally. With the resumption of such clients’ orders, together with the conservative approach on cost budgeting, we generated profits for the fiscal year ended June 30, 2021.

The COVID-19 pandemic had another outbreak and swept over Hong Kong again since January 2022 and has resulted in temporary pandemic-related lockdowns, which necessitated that some of OPS HK’s projects were placed on hold during the third quarter of the fiscal year ended June 30, 2022. Along with the gradual relaxation of pandemic-related policies and a series of economy stimulus and relief measures imposed by the Hong Kong Government during the last quarter of the fiscal year ended June 30, 2022, the market has gradually recovered, and such suspended projects have been resumed during the last quarter of the fiscal year ended June 30, 2022. Therefore, whilst COVID-19 has impacted our results from quarter to quarter, the temporary pandemic-related lockdowns in Hong Kong in early 2022 did not have any material impact on our overall business and results of operations for the fiscal year ended June 30, 2022. Furthermore, since late September 2022, the Hong Kong government has relaxed and shortened the quarantine measurement for travelers entering Hong Kong from the previous “3+4” quarantine arrangement to the new “0+3” arrangement, which means compulsory quarantine is not required for the arriving tourists and residents but they are required to return home or stay in a hotel of their own choices to undergo three days of medical surveillance, during which they are barred from certain venues, such as restaurants, bars and gyms. Starting from the beginning of the year in 2023, all of the pandemic-related restrictions and requirements in Hong Kong were lifted. The COVID-19 pandemic did not have any material impact on our overall business and results of operations for the fiscal year ended June 30, 2023.

Long-Term Impact

As of the date of the prospectus, with increased inflation pressure, many major central banks have expedited monetary policy tightening. The pandemic, together with the inflation pressure, has resulted in an economic downturn in Hong Kong. Such a downturn in Hong Kong’s economy has led to a decline in our consumers’ demands for our services in Hong Kong, which has affected our business, and, in turn negatively impacted our business and results of operations. In order to adapt, we and our subsidiary would endeavor to seek new business opportunities and would continue to take a conservative approach to cost budgeting, including, but not limited to, withholding distribution of staff bonuses, reconsidering staffing needs and applying greater pressure on the pricing negotiations with subcontractors and suppliers.

In the longer-term, if there is any resurgence of COVID-19 pandemic in Hong Kong due to the spread of new variants, it is likely to adversely affect the economies and financial markets of many countries and could result in a global economic downturn and a recession. This would likely adversely affect our business, and, in turn negatively impact our business and results of operations.

While we continue to see an increasing demand for services from OPS HK, the environment remains uncertain, and it may not be sustainable over the longer term. The degree to which the COVID-19 pandemic ultimately impacts our business and results of operations will depend on future developments beyond our control, including the severity of the pandemic, the extent of actions to contain or treat the virus, how quickly and to what extent normal economic and operating conditions can resume, and the severity and duration of the global economic downturn that results from the pandemic.

Nevertheless, now more than ever, comfortable homes have become safe havens for homeowners, and we believe that changes in the interior industry landscape and clients’ needs for upgraded living conditions as a result of the COVID-19 pandemic also bring opportunities for our brand.

Key Factors that Affect Operating Results

We believe the following key factors may affect our financial condition and results of operations:

Market demand and competition

Our financial results of operations are heavily dependent on the demand in the interior design and fit-out market in Hong Kong. The interior design and fit-out market in Hong Kong have been driven by, among other things, (i) the consistent building renovation market, (ii) the prominent service industry, and (iii) the flourishing luxury retail sector. The nature, scale and timing of a project is determined by the interplay of a variety factors, including the global economic climate, social, economic and market conditions in Hong Kong. The worldwide spread of COVID-19 since January 2020 has increased uncertainties to the economy in Hong Kong. Despite the Government’s launch of the vaccination campaign since February 2021 and a growing population of vaccinated individuals in Hong Kong, if there is any resurgence of the COVID-19 pandemic in Hong Kong due to the spread of the Delta variant, the Omicron variant or other new variants, the economy in Hong Kong would be adversely affected. In such event, the resultant unfavorable economic conditions of Hong Kong, dampened market sentiment and decreased purchasing power of the general public could be a disincentive for our potential customers to commence any design and fit-out works for their premises, thus delaying or reducing the number of new projects to be awarded to us.

Furthermore, if COVID-19 intensifies or persists, OPS HK’s customers may face similar financial difficulties and become unable to settle the payments due to us in time or at all and we may in turn incur a significant impairment loss, which may significantly and adversely affect our business operation and financial performance.

The competition in the interior design and fit-out market in Hong Kong is highly intense. OPS HK faces competition from existing reputable contractors or new comers who may be able to offer services of higher quality at lower prices. Failure to maintain or enhance OPS HK’s competitiveness in the industry may lead to lower gross profit margin and loss of market share, which may in turn affect our profitability and operating results adversely.

Fluctuation in costs of sales and gross profit margins

OPS HK generally derives its revenue from contracts, with contract sum being determined with reference to quotations that are formulated on a cost-plus margin basis and substantially agreed upon with customers at the time when a project is awarded. A contract sum may be adjusted in certain circumstances as stipulated in the contracts, such as instances in which the provision of additional services or changes in specification under variation orders are requested by customers. OPS HK management and project managers will review the cost budget on a monthly basis. If the actual cost is higher than the original budget, it may reduce the profit margin and affect our financial performance. If the project managers fail to keep the costs within the initial budget, the business operation and financial results may be adversely affected.

Since the service fees are generally pre-determined when a project is awarded, any substantial increase in the cost of sales may materially and adversely affect our results of operations and financial condition. Since OPS HK does not enter into long-term supply contracts with the suppliers, there is no assurance that they will not significantly increase the prices of their fit-out materials and subcontracting charges in the future. There is also no assurance that OPS HK will be able to pass any increase in our costs of sales to the customers in order to maintain on the gross profit margins.

OPS HK generally engages subcontractors to perform fit-out works on a project-by-project basis and the subcontractors will purchase and procure fit-out materials designated by OPS HK. Under the contracts entered into between the customers and OPS HK, OPS HK is generally liable to its customers for the quality of its works. In the event that the works performed by the subcontractors are not up to standard or customers’ satisfaction, OPS HK may incur extra costs to rectify the works and hence its financial performance may be affected adversely.

Limited means of obtaining new business

OPS HK relies on its recurring customers for business and its experience in alternative means of obtaining new business is limited. The current business strategies rely heavily on recurring customers who provide business and opportunities as well as referred customers. For the two fiscal years ended June 30, 2023 and 2022, OPS HK had 27 and 22 recurring customers, respectively. These recurring customers represented approximately 64.3% and 56.4% of the total number of its customers, respectively, for the corresponding fiscal year. Although as part of its business strategy, OPS HK plans to conduct marketing campaigns to enhance customer awareness of OPS HK, it has not made significant investments in marketing to the general public in the past. It also has limited experience in direct marketing and competing with other market participants in bidding or open tenders for projects. As a result, OPS HK may not be successful in attracting certain types of new customers and this may affect our growth potential.

Being exposed to liquidity risk and the credit risks of its customers

In general, OPS HK generally does not grant credit terms to clients and the customers pay OPS HK fees within 90 days after it issues an invoice. However, there is a possibility that customers will delay or even refuse payment of fees, whether because of their own financial situation or other reasons. Under its internal control policy, OPS HK regularly reviews the status of unsettled invoices. If an invoice is unsettled for 60 days from the date of issue, the management will be informed to follow-up. In any event, OPS HK is exposed to the credit risk of its customers, which, in turn, causes unpredictability in our cash flows, which translates into liquidity risk to our business.

OPS HK conducts a credit assessment before accepting an engagement from a new client and, in general, there is a very low incidence of client default in payment to OPS HK. Provision for doubtful debts is made on a case-by-case basis. OPS HK also did not experience any difficulty in collecting any trade receivables that would have had a significant adverse impact on the business operations. If OPS HK notices any events or changes in circumstances which indicate that the outstanding balances for any invoice may not be collectible, relevant provisions of impairment of trade receivables will be made. OPS HK determines the adequacy of reserves for doubtful accounts based on individual account analysis and the historical collection trend. OPS HK establishes a provision for doubtful receivables when there is objective evidence that the OPS HK may not be able to collect amounts due. The allowance is based on management’s best estimate of specific losses that may be anticipated on individual exposures, as well as experience with historical trends of collections. Actual amounts received may differ from management’s estimate of credit worthiness and the economic environment. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable.

Difficulty in retaining and recruiting designers and other skilled workers

OPS HK relies on designers and other skilled workers to complete design projects and the retention and recruitment of these skilled professionals is challenging. We cannot be certain that OPS HK will be able to retain its existing designers and other skilled workers and recruit additional qualified professionals to support future operations and growth. Any failure to do so may adversely affect the business and future growth. These is a limited pool of designers and other skilled workers with the requisite skills, know-how and experience required for the business. As the quality of the designs and technical know-how are keys to OPS HK’s business, its ability to attract and retain talent are essential components of our overall business strategy. OPS HK may have to offer better salaries, incentive packages and training opportunities to attract and retain sufficient skilled workers to maintain our operations and growth, which may increase our costs and reduce our profitability. For the two fiscal years ended June 30, 2023 and 2022, the staff costs of directors and employees of OPS HK, including salaries, provident fund contributions and other benefits, were $1,312,185 and $1,338,334, respectively. We cannot be certain that OPS HK will be able to retain the existing designers and other skilled workers and recruit additional qualified professionals to support future operations and growth. Any failure to do so may adversely affect our business and growth.

Results of Operations

Comparison of Fiscal Years Ended June 30, 2023 and 2022

The following table sets forth key components of our results of operations for the fiscal years ended June 30, 2023 and 2022:

Revenue

The following table sets forth the breakdown of our revenue by major revenue type for the fiscal years ended June 30, 2023 and 2022, respectively:

Our revenue decreased by $3,479,839, or 36.2%, from $9,620,570 for the fiscal year ended June 30, 2022 to $6,140,731 for the fiscal year ended June 30, 2023, primarily because of the decline in our customers’ demands for our services during the fiscal year ended June 30, 2023, due to the economic recession in Hong Kong as a result of the increased inflation pressure. To address the increased inflation pressure, many major central banks have expedited momentary policy tightening and increased the interest rates during the fiscal year ended June 30, 2023, which caused the real estate market in Hong Kong to fall both in transaction volume and price and increased the cost of business operations of our customers, and thus, our customers delayed or cancelled the renovation, relocation and business expansion plans. The tightened monetary policy had slowed down the recovery of the economy in Hong Kong during

the fiscal year ended June 30, 2023 after an outbreak of the Omicron variant of COVID-19 pandemic in early 2022. Please refer to the above paragraph captioned “Impact of COVID-19 on Our Business” under this section of this prospectus for further details. We expect our revenue to increase in the following years, provided interest rate increases stop, unless there is a resurgence of the COVID-19 pandemic in Hong Kong due to the spread of new variants of the coronavirus or increasing effects of global inflation and a continuation of rising interest rates by major central banks, any of which events which could adversely affect the economies and financial markets in Hong Kong and our business and results. As of June 30, 2023, we had 9 projects in progress with an aggregate contract sum of US$1,302,774 and recognized the related revenue of $837,993 up to the fiscal year ended June 30, 2023. We expect that such projects in progress as of June 30, 2023 will be completed and the remaining related revenue of $464,781 will be recognized during the fiscal year ending June 30, 2024.

Revenue from the design and fit-out services decreased by $3,792,299, or 41.2%, from $9,215,283 for the fiscal year ended June 30, 2022 to $5,422,984 for the fiscal year ended June 30, 2023. The decrease was mainly due to the decline in our customer’s demands for our design and fit-out services during the fiscal year ended June 30, 2023 due to the economic recession in Hong Kong, as stated above.

Others represent our revenue from the design only services and the repair and maintenance services and increased by $312,460, or 77.1%, from $405,287 for the fiscal year ended June 30, 2022 to $717,747 for the fiscal year ended June 30, 2023. The increase was mainly due to the increase in the number of repair and maintenance projects OPS HK undertook and new design only projects OPS HK undertook, which contributed over $200,000 in revenue for the fiscal year ended June 30, 2023.

The following table presents revenue by property type for the fiscal years ended June 30, 2023 and 2022, respectively:

Revenue from commercial and retail project decreased by $3,640,307 or 74.1%, from $4,910,497 for the fiscal year ended June 30, 2022 to $1,270,190 for the fiscal year ended June 30, 2023, which was mainly attributable to the decrease in number of commercial and retail projects OPS HK undertook due to the decline in our customers’ demands for our services as stated above for the fiscal year ended June 30, 2023, as compared to the fiscal year ended June 30, 2022.

Revenue from office projects increased by $622,856, or 25.2%, from $2,468,298 for the fiscal year ended June 30, 2022 to $3,091,154 for fiscal the year ended June 30, 2023. Such increase was mainly due to the completion of one big office project with a contract sum of over $2 million, which contributed revenue of $2,079,691 during the fiscal year ended June 30, 2023, which was partially offset by the decrease in number of office projects OPS HK undertook due to the decline in our customers’ demands for our services as stated above for the fiscal year ended June 30, 2023, as compared to the fiscal year ended June 30, 2022.

Revenue from residential projects decreased by $462,388, or 20.6%, from $2,241,775 for the fiscal year ended June 30, 2022 to $1,779,387 for the fiscal year ended June 30, 2023, which was mainly due to the completion of one big residential project with contract sum of over approximately $1.7 million in the fiscal year ended June 30, 2022, which contributed revenue of $995,223 during the fiscal year ended June 30, 2022, which was partially offset by the increase in number of residential projects awarded from new customers for the fiscal year ended June 30, 2023, as compared to the fiscal year ended June 30, 2022.

Cost of revenue

The following table sets forth the breakdown of our cost of revenue for the financial years ended June 30, 2023 and 2022:

Our cost of revenue decreased by $3,310,183, or 40.5%, from $8,172,607 for the fiscal year ended June 30, 2022 to $4,862,424 for the fiscal year ended June 30, 2023, which was mainly due to the decrease in our subcontracting and material costs and in line with the decrease in our revenue.

OPS HK generally outsources its fit-out works to internally approved subcontractors. The subcontracting costs mainly represented the charges and fees paid to the subcontractors who provided labor and services to carry out the fit-out works, and the material costs paid to fit-out material suppliers who provided fit-out materials for completing the fit-out works. The subcontracting and material costs decreased by $3,253,315, or 43.9%, from $7,406,896 for the fiscal year ended June 30, 2022 to $4,153,581 for the fiscal year ended June 30, 2023, which was mainly due to the decrease in revenue, as stated above, during the fiscal year ended June 30, 2023.

Project staff costs represented salaries and mandatory provident fund provided to the staff in project management and design teams who were directly involved in provision of services in the projects. Project staff costs of OPS HK decreased by $55,894, or 7.5%, from $749,578 for the fiscal year ended June 30, 2022 to $693,684 for the fiscal year ended June 30, 2023. The decrease in the aforesaid staff cost was mainly due to the decrease in the average number of staff in project management and design teams from 14 for the fiscal year ended June 30, 2022 to 10 for the fiscal year ended June 30, 2023, which was partially offset by the slight salary increment of approximately 3% during the fiscal year ended June 30, 2023 as compared to the fiscal year ended June 30, 2022.

Insurance costs represented the insurance regarding the contractors’ all risks insurance, public liability insurance for the projects undertaken by OPS HK and its subcontractors. Insurance costs remained relatively stable at $15,159 and $16,133 for the fiscal years ended June 30, 2023 and 2022, respectively.

Gross profit

Our gross profit from our major revenue type is summarized as follows:

Our gross profit from our major project type is summarized as follows:

Our total gross profit decreased by $169,656, or 11.7%, from $1,447,963 for the fiscal year ended June 30, 2022 to $1,278,307 for the fiscal year ended June 30, 2023. The decrease in total gross profit was mainly due to the decrease in revenue for the fiscal year ended June 30, 2023, as compared to the fiscal year ended June 30, 2022. Our total gross profit margin increased by 5.7% from 15.1% for the fiscal year ended June 30, 2022 to 20.8% for the fiscal year ended June 30, 2023. The increase in total gross profit margin was mainly due to the one residential project OPS HK undertook, which generated gross loss as a result of the variation in schedule and additional work performed and cost incurred for such residential project for the fiscal year ended June 30, 2022, while we did not have such loss from the projects for the fiscal year ended June 30, 2023.

Our gross profit from commercial and retail projects decreased by $506,846, or 69.1%, from $733,160 for the fiscal year ended June 30, 2022 to $226,314 for the fiscal year ended June 30, 2023, which was in line with our revenue from commercial and retail projects. Our gross profit margin from commercial and retail projects remained relatively stable at 17.8% and 14.9% for the fiscal years ended June 30, 2023 and 2022, respectively.

Our gross profit from office projects decreased by $201,106, or 36.5%, from $550,294 for the fiscal year ended June 30, 2022 to $349,188 for the fiscal year ended June 30, 2023. Our gross profit margin from office projects decreased from 22.3% for the fiscal year ended June 30, 2022 to 11.3% for the fiscal year ended June 30, 2023. Such decrease in our gross profit and gross profit margin from office projects was mainly due to the completion of two office projects in the fiscal year ended June 30, 2022, which contributed to a higher profit margin for the fiscal year ended June 30, 2022.

Our gross profit from residential projects increased by $538,296, or 327.2%, from $164,509 for the fiscal year ended June 30, 2022 to $702,805 for the fiscal year ended June 30, 2023. Our gross profit margin from residential projects increased from 7.3% for the fiscal year ended June 30, 2022 to 39.5% for the fiscal year ended June 30, 2023. Such increase in our gross profit and gross profit margin from residential projects was mainly due to (i) the one residential project OPS HK undertook in the fiscal year ended June 30, 2022, which generated gross loss as a result of the variation in schedule and additional work performed and cost incurred for such residential project for the fiscal year ended June 30, 2022, while we did not have such loss from the projects for the fiscal year ended June 30, 2023; and (ii) the increase in the number of the residential projects OPS HK undertook in the fiscal year ended June 30, 2023, which contributed a higher gross profit margin for the fiscal year ended June 30, 2023 as compared to the fiscal year ended June 30, 2022.

INDUSTRY

Overview of Interior Design and Fit-out Market in Hong Kong

This section contains information from the Industry Information Sheet commissioned by us and prepared by Frost & Sullivan, to provide information regarding the interior design industry and OPS HK’s market position in Hong Kong.

Definition of interior design and fit-out market

Interior design and fit-out market refers to the market in which integrated services to improve the interior environment of buildings are provided, in order to make such buildings habitable for occupants. Interior design services consist of professional service of designing for the purpose of enhancing the utility and attractiveness of the interior of the building, including flooring, electricity installing, and ceiling decorating and so on. Fit-out service usually follows the instructions of the specific interior design for partitioning, flooring, ceiling, electrical installation, and meeting the environmental requirements. Interior design and fit-out service are usually provided for newly constructed buildings and buildings that require renovation.

Segmentation and life cycles of interior design and fit-out market

The interior design and fit-out market can be categorized based on the use of buildings, residential buildings and commercial buildings. Examples of residential buildings include houses and apartments while examples of commercial buildings include retail stores, shopping malls, office buildings, etc.

The life cycles of design and fit-out projects for residential buildings and commercial buildings may vary as the frequency of renovation of these buildings are different. In general, commercial buildings have a higher frequency of renovation at around 5 to 10 years of usage to drive the retail business and attract potential customers through regular renovation. On the other hand, residential buildings generally require renovation, alternation and addition work after every 10 to 20 years of usage.

Value chain of interior design and fit-out market

The value chain of interior design and fit-out market usually consists of upstream suppliers, midstream interior design and fit-out services providers and the downstream end users. Interior design and fit-out companies usually gain new projects through (1) submission of tenders for services; (2) customer referral; and (3) cold call. It is also a common practice for customers from commercial sectors to invite interior design companies to submit the tender or solicit design services through direct appointment.

Subcontracting and in-house teams

Labor intensive design and fit-out projects usually require a sizable team with capabilities of maintaining consistent qualities that could clearly convey the interior designers’ ideas into layouts of the interior environment. However, interior design companies without an in-house fit-out team might experience issues such as insufficient related talents, unstable project flow, tedious negotiation process with external project teams, and possible inconsistencies during project executions. To resolve these restraints, some large-scale interior design companies which often handle labor intensive and premium projects now opt to increase the number of designers as well as hiring their own fit-out teams, in order to offer the most timely and simplified services while fulfilling the interior designers’ blueprints during the large-scale project executions, including electrical system layouts, repairs and maintenances.

Market size of interior design and fit-out in Hong Kong

The interior design and fit-out market have experienced a rapid growth from approximately HK$21.7 billion (approximately US$2.8 billion) in 2015 to approximately HK$30.4 billion (approximately US$3.9 billion) in 2020, representing a compound annual growth rate (CAGR) of approximately 7.0%.

Note: (i) Residential buildings refers to public and private housing units, service apartments, village houses, etc.; (ii) commercial buildings refer to offices, retail shops, restaurants, hotels, etc.; and (iii) others include industrial and storage buildings.

Source: Frost & Sullivan

According to the news release from Jones Lang LaSalle, a global residential and commercial real estate services company, and its Asia Pacific Fit-Out Cost Guide 2022/2023, Hong Kong’s average cost of designing and building workspaces raised 8.3% to US$130 per square feet (around HK$1,014 per square feet) in 2022. As the recovery in consumption in Hong Kong took place against the backdrop of elevated global inflation and tightening financial conditions, which are slowing global demand, Hong Kong’s average cost of designing and building workspaces has remained steady over the previous years despite pandemic related cost drivers due to competition fueling margin compression.

Market Drivers of Interior Design and Fit-out Market in Hong Kong

Increasing income level and pursuit of better living standards

According to the Census and Statistics Department of Hong Kong, the gross national income (GNI) per capita has surged from approximately HK$348,007 (approximately US$44,616) to approximately HK$410,772 (approximately US$52,663) from 2016 to 2022. The rise of GNI per capita indicates a greater consumption power and willingness towards consumer expenditure on design and fit-out as to elevate standard of living.

Growing demand from the commercial and retail sector

With the enhanced accessibility and infrastructural development and support in some areas, such as Kowloon East and Island East of Hong Kong, rapid expansion and fit-out works of office spaces serve as another factor as tenants seek to revitalize working ambience with a view to elevate aesthetic appearance at a relatively lower rental price. Sizeable shopping malls such as The Lohas, located in Tseung Kwan O, has also undergone fit-out works in 2020 to expand capacity and improve aesthetic value.

Sustained supply of residential buildings

The Hong Kong government has issued different policies to drive the housing supply in the 2022 Policy Address, which strives to redevelop brownfield sites and seeks to identify more land to meet demand and build up the land reserve, including developable land from the new round of study on “Green Belt” zone and the consultancy study on Agricultural Priority Areas. Based on the Long-Term Housing Strategy by the Housing Bureau, the projected demand for public housing and private housing in the next 10 years will be 301,000 units and 129,000 units, respectively. For private housing sector, the 2022 Policy Address targets to achieve and get sufficient land ready for providing no less than 72,000 residential units in the next five years. The 2022-23 Budget also envisaged the completion of private residential units to average over 19,000 units annually in the five years from 2022 onward, representing an increase of about 14% over the annual average of the past five years. The projected first-hand private residential unit supply for the next three to four years is 9,000 units, reaching a new high in recent years, which serve as an impetus to the interior design and fit-out works for sizeable and luxury residential properties.

Major Market Restraints of Interior Design and Fit-out Market in Hong Kong

Volatile external economy dampening the investment sentiment of the property market and its related services

Largely affected by economic uncertainties, the property market for newly completed buildings encountered fluctuation in the past years. As one of the major downstream market, interior design and fit-out market for newly completed buildings is implicatively projected to be conservative with subdued growth momentum. However, interior design and fit-out services generated from renovation of buildings is expected to remain robust as are the dedicated efforts on urban renewal initiatives, which are deemed to be major market drivers for the interior design and fit-out market.

Increasing Labor Costs Imposing Pressure on the Interior Design and Fit-out Market

Due to the high reliance on related talents and workers, human resource expenditure is one of the major parts of the cost in interior design and fit-out companies. According to the Census and Statistics Department of Hong Kong, median hourly wage for construction sector and professional services (being services that require specialized training and specialized knowledge such as interior design) sector presented a constant upward trend, increasing from approximately HK$88.9 (approximately US$11.40) and HK$86.7 (approximately US$11.12) respectively in 2016 to approximately HK$103.5 (approximately US$13.27) and HK$102.6 (approximately US$13.15) respectively in 2022. As the climbing salary for the related workforce in Hong Kong, operational cost increase shrinks the profit margin of the interior design and fit-out companies, which might force the hike of the project fees and consequently weaken the market needs. As a result, interior design and fit-out market might face the challenge stemming from the intensifying human resource expenditure pressures.

Major Market Trends of Interior Design and Fit-out Market in Hong Kong

Green interior design and fit-out getting more attention as the popularizing green building initiatives

With the advantages of energy saving and environmentally friendly, green building initiative was carried out since 1990s in Hong Kong. Policies that stipulate the energy and material requirements for buildings were published in Hong Kong, namely “Building (Energy Efficiency) Regulation”. As concerns on global warming are growing, the inclination to develop green buildings in Hong Kong is expected in the coming future. Coupled with increasing interests of the building owners and developers to pursue cost efficiencies, the green building interior design and fit-out segment is expected to gain further growth.

Market integration of interior design and fit-out market

In the value chain of this industry, interior design and fit-out could be separately handled by two parties in general, namely interior design company and interior fit-out company. However, this could cause issues including inconsistent project qualities as the fit-out execution team might not be able to fulfil the requirements of the design team. To pursue better quality consistency, interior design companies, which have high capacities for premium design services, are trying to integrate interior fit-out service as a part of the service package by setting up their own fit-out teams. As for fit-out companies, higher profit margin and potential price advantage have driven them to recruit design talents in order to offer integrated package which includes basic interior design service and fit-out services. For both stakeholders, vertical integration for better quality consistency and profit margin have become a major trend, indicating a more integrated interior design and fit-out market.

Popularity of smart homes leading to the emerging need in smart home interior design and fit-out services

As the development of smart home technologies advances, more households are opting to integrate smart technologies into their houses and apartments for the enjoyment of the futuristic and yet, practical, living experiences. The components of a smart home, including smart home central system, smart furniture, and smart home appliances, among other things, usually require meticulous interior design and fit-out work in order to ensure the normal operation of the smart home technologies while maintaining an attractive and comfortable living environment. The popularity of the smart home has led to increasing demand for the corresponding smart home interior design and fit-out services, which is expected to gain strong growth, as the further popularization and penetration of smart home technologies into general households increases.

Competitive Landscape of Interior Design and Fit-out Market in Hong Kong

Market competition

The interior design and fit-out market in Hong Kong is highly fragmented with approximately a thousand companies offering interior design services with fit-out work in recent years.

Generally, the key considering factors for customers include budgetary concerns, quality of services, timeline of project and track record of the interior design and fit-out service provider. In addition, some customers may also prefer integrated services of interior design and fit-out with project management.

Market share of OPS HK

In terms of revenue, it is estimated that we had a total market share of approximately 0.2% in the interior design and fit-out market including both residential segment and commercial segment in Hong Kong in 2020, according to Frost & Sullivan. Due to high fragmentation in the industry and because most of the market players are private companies, no major leading players are identified in the industry.

Competitive focus

Capability to offer integrated interior design and fit-out solution

Interior design and fit-out are usually carried out on a project basis, covering different aspects from space planning, multiple draft of design, sourcing of materials, tailor-made appliances and furniture, followed by execution of fit-out works in compliance with fire safety requirements, structural aspects of building like ventilation and electrical systems. Due to the complexity of design and fit-out projects, service providers put more emphasis on offering one-stop service and take part in both design and fit-out works. Meanwhile, some are capable of providing value-added service such as consulting service, involvement in budget planning.

Application of innovative design and premium materials

Design is the first and core stage in a design and fit-out project, as it provides the framework for subsequent fit-out works and also the overall visualized concept of premises, which is important for customers such as retail brand owners and office tenants. Hence, market players with strong capability can offer innovative and satisfactory design and space planning that exceed customers’ expectations. Sourcing and application of materials with high quality are

associated with the long-term cost for maintenance of finished products as well as safety and comfort for end users. Customers of such services are usually expected to use high quality furniture in terms of appearance and functional aspects. It is also common for some of the interior design and fit-out service providers to incorporate premium materials and designs to gain a higher profit in projects, especially with those customers in the high-end segment.

Joint-effort between direct labor, subcontractors and other market players

Due to better division of labor and effective resources management, it is not uncommon for interior design and fit-out contractors to appoint subcontractors to take part in fit-out works. Hence, partnership with a number of qualified, registered subcontractors offer competitive advantages in fit-out works. On the other hand, market players with their own team of direct labor are able to deliver more consistent quality of fitting out works and maintain a stable workforce to undertake large scale design and fit-out projects. In addition, in line with the market trend of consolidation, some interior design and fit-out service providers may join hands to extend the operation scale and enrich the customer base to maintain competitiveness in market.

Major Entry Barriers

Established relationship between existing market players and customers

In general, corporate customers and some individual customers have strong preference of established brand of interior design and fit-out companies with proven track record and capability to meet the customers’ requirement. As such, customer referral for design and fit-out projects is also not uncommon in the industry, which is advantageous for the existing market players with strong base of customers. Thus, reputation and customer relationships will be two of the key entry barriers to new market entrants.

High start-up capital

Setting up the interior design and fit-out business requires hiring of design professionals, purchase of equipment and software. Some large-scale interior design companies may even have their own research and development facilities for creation of product prototype and individual showroom. Meanwhile, substantial capital is usually required for certain initial payments including advanced fit-out material procurements, upfront payments for subcontractors, and administration expenses for permission of commencements and so on. As a result, financial requirement serves as a barrier to new market entrants.

Limited pool of experienced labor, designers and qualified suppliers

With the trend of ageing working force in construction industry, there is limited number of experienced and specialized labor working for fit-out contractors in Hong Kong. In addition, existing registered subcontractors for fit-out works, raw material and furniture suppliers are often in business partnership with main contractors for interior design and fit-out works. On the other hand, number of experienced designers engaged in interior design industry, such as senior designers and design directors, is limited. Therefore, additional resources may be required for new market entrants to seek experienced talent in interior design as well as qualified subcontractors to complete the fit-out projects with high quality and in a timely manner.

Key factors of success

Established business relationship

Relationship with key customers is recognized as one of the most important attributes for success in the interior design and fit-out service providers as it is related to customer satisfaction, which may also lead to potential business opportunities through referral of projects. On the other hand, maintaining a good partnership with qualified subcontractors is essential for successful accomplishment of fit-out works.

Quality service

Ability to deliver high quality interior designs and fit-out works is important to market players to stand out from the crowd as quality is associated with the overall impression towards the premises from end users and also the durability of interior decoration, furniture as well as maintenance cost after certain period of time.

Market players with better service quality and scope of service are usually more preferred by customers. For example, value-added consulting services, regular progress reporting and timely completion of projects are key factors contributing to the success of an interior design and fit-out contractors, mainly due to high requirement from customers including property developers and property owners.

Market know-how

Extensive experience and knowledge in the industry are two of the common characteristics for leading players as understanding of conceptual idea from customers and offer related tailor-made, innovative design solution is important prior to commencement of fit-out works. Generally, successful market players usually hold a proven track record of fulfilling different requirements from major customers.

Major Future Opportunities and Challenges

Marketing innovation and technology

The trending e-commerce and digital platform offers opportunities for potential business development in interior design and fit-out market in Hong Kong. Market players can promote their services through websites, online media coverage, and social media platform. Moreover, communication through digital tools can further strengthen the relationship with existing customers. On the other hand, with the latest display technology, such as virtual reality and augmented reality, design concepts may be revealed in a more interactive way. The emergence of smart home and workplace concepts offer additional opportunities for interior design service providers.

Incorporation of sustainable element

The introduction of sustainability in building construction, including green building certification scheme, such as Leadership in Energy and Environmental Design (LEED) and Hong Kong Building Environmental Assessment Method (HK-BEAM), has raised the requirements of overall building design, and materials used to achieve energy efficiency. Thus, the application of sustainable materials in interior design and fit-out work can contribute to higher rating under such schemes, which serves as a distinguishing opportunity for service providers.

Rising operation cost

The implementation and bi-annual review of statutory minimum wages in Hong Kong and proposed standard working hours may transfer the financial burden on some interior design and fit-out service providers, especially when the projects are under a tight timeline and overtime work is constantly required. Meanwhile, customers may have extraordinary requirements for certain projects. Therefore, due to the limited capacity of interior design service providers, it has become a common industry practice for design companies to rely upon additional outsourcing of certain services, including research and development, to meet such requirements, resulting additional project costs, which eventually will be distributed to the customers.

Lack of specific regulatory environment

Currently, although Hong Kong Interior Design Association has set up a professional membership and a proposed professional guideline, there is no mandatory licensing requirement for interior design service providers and limited licensing requirement for the fit-out service providers. Without the extensive regulatory framework, there is a large variation among those interior design and fit-out works contractors in terms of operation scale, quality and service. New market entrants may also contribute to the fierce competitive environment.

BUSINESS

Overview

Junee Limited, a limited liability company established under the laws of the British Virgin Islands on August 25, 2021, through its wholly-owned subsidiary, OPS HK, provides interior design, fit-out and maintenance service to both residential and commercial clients in Hong Kong interior design market.

The interior design service involves preliminary consulting services, conceptualizing clients’ design ideas with layout plans, and producing detailed design drawings. Fit-out work generally includes any activities making an interior space suitable for residential or commercial purposes. OPS HK also provides a broad range of repair and maintenance services including routine home condition upkeep services.

OPS HK generates revenues primarily from providing design, fit-out and repair and maintenance services. For the fiscal years ended June 30, 2023 and 2022, total revenue was $6,140,731 and $9,620,570, respectively. The gross profit and net profit were $1,278,307 and $38,678, respectively, for the fiscal year ended June 30, 2023, as compared to the gross profit and net loss, which were $1,447,963 and $65,911, respectively, for the fiscal year ended June 30, 2022.

Competitive Strengths

A combination of the following competitive strengths contributes to our continued success and potential for growth:

Experienced management team

The operating subsidiary, OPS HK, is led by an experienced management team comprised of Mr. Yuk Ki (Francis) Chan, Mr. Siu Lai So, and Mr. Sai Kit (Dicky) Yip and a project manager (Mr. Chung Han Leung). Mr. Chan, Mr. So, Mr. Yip and Mr. Chung Han Leung, has over 33, 30, 31 and 23 years of experience in the interior design and fit-out industry, respectively. For further detail of the experience and qualifications of our directors and senior management, please refer to the section titled “Management” of this prospectus. Additionally, the chief designer Mr. So, and the other two heads of design have over 30, 15 and 10 years of experience in the interior design and fit-out industry, respectively, and are fully capable of adapting OPS HK’s services to the needs of different project types.

Stable relationships with a number of clients

Through over 23 years of operating history in the interior design and fit-out industry in Hong Kong, OPS HK has established strong client loyalty and developed stable relationships with a number of recurring clients. According to the Industry Information Sheet, the relationship with clients is a key factor in success in the industry, as client satisfaction may lead to potential business opportunities through referral of projects. For the fiscal years ended June 30, 2023 and 2022, OPS HK had 27 and 22 recurring clients, respectively. These recurring clients represented approximately 64.3% and 56.4% of the total number of clients, respectively, for the corresponding financial year. The aggregate revenue from such clients amounted to US$4,210,572 and US$6,450,611, representing approximately 68.6% and 67.1% of the total revenue, for the corresponding financial year, respectively. For instance, five largest clients (in terms of revenue) have been working with OPS HK for a range of less than 1 year to over 10 years. The longest of such relationships has been a client maintained for over 10 years. We believe that having stable relationships with a number of clients is one of OPS HK’s key competitive strengths and OPS HK’s anticipated ability to leverage clients’ continuing support for new business opportunities.

Strong working relationships with subcontractors

A strong network of Hong Kong fit-out subcontractors and interior design professionals continues to create design solutions that facilitate satisfying results for customers. OPS HK’s business relationships with its five largest subcontractors (in terms of revenues) range from 1 year to over 10 years. The longest business relationship has been maintained over 10 years, as of the date of this prospectus. During the last two fiscal years ended June 30, 2023 and 2022, OPS HK did not enter into any long-term agreement or arrangement with any of its subcontractors.

OPS HK has a list of internally approved subcontractors that it works with consistently during the course of business, and the management chooses subcontractors based on a series of considerations, such as the sufficiency of staffing and other resources, and technical capability.

Future Business Growth Strategy

OPS HK will strive to continue to adhere to its business principles of providing high quality professional design services. We believe that the pursuit of this goal will lead OPS HK to sustainable growth, may solidify its position in the industry, and may, in turn, create long-term value for our shareholders. We aim to achieve this goal by implementing the following strategies:

Enhancing sales and marketing strategy to expand customer base

Even though OPS HK currently has a sales and marketing team in place, it currently only focuses on client relationship management and other project-related matters.

In order to ensure the success of the strategy to expand service offerings through OPS HK and attract new clients through public channels, we plan to carry out strong advertisement and marketing campaigns on both digital and traditional media channels to promote its corporate image and enhance customer awareness. We believe that digital marketing has been the fastest growing marketing channel in the recent years and continues to play a major role in brand development and client acquisition and engagement. On top of the traditional media, OPS HK plans to carry out certain popular digital marketing campaigns with proven track records, including social media marketing, display advertising and search engine optimization.

Expanding service capacity by establishing in-house teams of workers

Currently, OPS HK mainly outsources fit-out works to subcontractors while it focuses on project management and quality control. However, as the business grows, reliance solely on fit-out subcontractors without an in-house team may be insufficient. Due to the complexity of design and fit-out projects, service providers put more emphasis on offering one-stop service and take part in both design and fit-out works. Therefore, one of the business strategies is to build a qualified and experienced in-house team of five electrical fit-out workers and a team of two repair and maintenance workers to supplement the use of subcontractors.

In-house team of electrical fit-out workers

Technological breakthroughs have facilitated the popularity of intelligent household systems. Additionally, due to the emergence of smart home technologies, an increasing number of households are opting to integrate smart technologies into their houses and apartments. With these trends and increasing demands for complex indoor/outdoor lighting and electrical installation for residential use, retail commercials and showrooms, OPS HK expects to serve more clients in need of the services associated with these trends, in part, by building its own fit-out team with qualified fit-out workers having advanced technical expertise.

In-house team of repair and maintenance workers

In relation to the establishment of an in-house team of repair and maintenance workers, OPS HK considered the potential benefits of providing repair and maintenance as a stand-alone service, mainly because it can strengthen client relationships and also strengthen after-sale services (which include repair and maintenance of defects following project completion). OPS HK expects that this opportunity to continue servicing and keeping in close contact with clients may increase the chances of future projects and referrals.

With the assistance of existing internet and mobile applications, which OPS HK plans to develop for fit-out defect diagnosis, project cost quotations, sales ordering and client communication, OPS HK expects to provide prompt responses, ease of use and short operating cycles for interior repair and maintenance with its in-house team of workers, to enable the improvement in the quality of after-sale services. A reliable client database will be maintained in a customer relationship management (“CRM”) module to be developed according to future plans.

Improving interaction with customer by developing web interface

OPS HK intends to develop a customer relationship management module with internet and mobile applications and web interface, to improve communication with clients by giving them electronic access to information of current and past projects, such as quotations, project status, reported defects and rectification progress. An IT upgrade is expected to create a competitive advantage for business growth, because it enhances client’s experience of interacting with OPS HK, especially under the current COVID-19 pandemic conditions when in-person consultation is more challenging.

Additionally, OPS HK intends to improve its design capability and financial reporting system to cope with the anticipated business growth, by purchasing or upgrading design software and a more advanced accounting system, as well as necessary IT hardware and professional equipment.

Business

Services

OPS HK mainly provides interior design and fit-out service in Hong Kong. The design work is performed by in-house designers while the fit-out work is presently outsourced to subcontractors who are managed and supervised by OPS HK’s designated project management team.

A brief description of the services provided under each project type is as follows:

Consultation

OPS HK provides consultation service per clients’ requests. During the preliminary consultation, it provides advice relating to, among other things, budgetary considerations, and the optimal use of space. For those clients who engage OPS HK for a new property which will be leased or bought in the future, it provides advice on location selection based on its understanding of the advantages and limitations of the different premises and the layout of such premises prior to any renovation, once the new property to be leased or acquired has been selected, as applicable. It will also conduct a site inspection at the premise at this stage and give advice on the materials, fittings, furniture, appliances and other items to be used, with an aim to produce a preliminary design plan and quotation for clients’ considerations.

Design

The design service includes both the consultation with the staff and the actual design work. The design service involves a multi-step process to ensure client satisfaction. First, the design team generates preliminary drawings with different styles of design to evaluate client taste and preferences. Then, the team obtains and analyzes client feedback, and fine-tunes the design objectives until it can provide a specific conceptualized design with layout plans, detailed design drawings and, where applicable, 3D rendering of images (for further details of the design stage, please refer to the paragraph titled “Operation Flow” of this section). Some of the design plans the design team has completed are as follows:

(Design Plan for Grand Century Place at Mong Kok)

(Design Plan for The Centre at Central)

(Design Plan for Harbour North Phase at North Point)

(Design Plan for Cambridge House at Quarry Bay)

Fit-out

In addition to the design service, OPS HK may also be engaged to lateralize the designs through fit-out work. Fit-out work included installing protective materials to cover floors or walls, installing or constructing partition walls, windows and window frames and decorative fittings (e.g., wallpaper, plywood floorings, carpet tiles, marble tiles, mirror panels, curtains, and light fittings), furniture or fixtures (e.g., cabinets, wardrobes, desks, kitchen counters and equipment, sinks, and bathtubs), installing plumbing systems, as well as installing switches, power outlets, telephone wiring, computer outlet covers and other electrical and wiring work. Some of the fit-out projects OPS HK has completed are as follows:

(Fit-out for The Centre at Central)

(Fit-out for Grand Century Place at Mong Kok)

(Fit-out for North Point Harbour Phase at North Point)

(Fit-out for Cambridge House at Quarry Bay)

OPS HK’s role in the fit-out service is principally overall project management and supervision, which involves quality control, cost control and on-site supervision to ensure that the project is on budget and on schedule. The fit-out work is generally outsourced to approved subcontractors (for details of our subcontracting arrangement, please refer to the paragraph titled “Suppliers — Subcontractors” of this section). The subcontractors may be designated by the clients or the management office of the relevant building where the project premises is located. Otherwise, we will generally select subcontractors from OPS HK’s own list of approved subcontractors.

For material supplies, OPS HK will agree with the clients on whether OPS HK or the clients will provide the materials used for the project. If OPS HK is responsible for providing materials, it will purchase such materials from the customary materials suppliers or, in certain cases, the subcontractors will provide the materials for the project.

Where specific fit-out work requires a particular license, permit or approval, OPS HK will engage subcontractors with suitable qualifications to perform such work. OPS HK is a Registered Minor Works Contractor (Class II and III) with the Buildings Department and therefore, OPS HK can also perform services requiring such qualifications.

The Minor Works Control requirements are established under the Buildings Ordinance of Hong Kong, which aim to facilitate building owners and occupants in carrying out small-scale building works safely and lawfully through simplified requirements. Minor works are classified into three classes according to their nature, scale and complexity and the risk to safety they pose. The size, location and respective criteria of each item of minor works are described in Schedule 1 of the Building (Minor Works) Regulation (B(MW)R). Class I, II and III represent high, medium and low complexity and level of risk, respectively. In order to ensure that only contractors who are able to perform their duties and responsibilities in a competent manner are allowed to carry out the respective items of minor works, they are each required to be registered as a Registered Minor Works Contractor (Class I, II or III) under the Buildings Ordinance.

Repair and Maintenance

If required by clients, OPS HK will also provide repair and maintenance service. Similar to the fit-out work, the repair and maintenance work is generally outsourced to approved subcontractors. Repair and maintenance work included, among other things, replacement of fixtures and fittings, repair and maintenance of cupboards and shelves and repainting walls and ceilings.

Business Operation Model

Set out below is a diagram of the business model of OPS HK:

Note: In this diagram, “Our Company” refers to OPS HK.

Operation Flow

The following diagram summarizes the principal steps of the operational flow when undertaking design-only projects and design and fit-out projects:

Initial phase

Project identification and preliminary assessment

OPS HK usually receives requests for quotations for potential projects from its existing or potential clients. During the two fiscal years ended June 30, 2023 and 2022, it served clients from the both public and private sector in Hong Kong, including quasi-government and statutory bodies, private and public companies, and individuals for their private residences.

Before proceeding with a project, OPS HK will make a preliminary assessment and decide on whether the potential project is feasible, by considering, among other considerations, the basic requirements of the project and whether OPS HK have sufficient resources that may be required, after consideration of the resources that have been allocated to other projects in progress. OPS HK may refuse clients’ quotation requests based on the same considerations.

For the fiscal years ended June 30, 2023 and 2022, the projects OPS HK undertook, generally, did not involve large scale construction work, but instead involved making improvements in the aesthetics and functionality of the interior designs of the premises and minor related work.

OPS HK liaises with clients to understand the basic requirements of the projects, including the project objectives, scope of work, expected timing for commencement and completion and preliminary budget. If the potential project involves minor work falling within the Building (Minor Works) Regulation (Chapter 123N of

the Laws of Hong Kong) (for more information, please refer to “Regulations — Regulations related to building works — Building (Minor Works) Regulation (Chapter 123N of the Laws of Hong Kong), we also record such requirements, so timely notifications and submissions to the Building Authority (i.e. Buildings Department and its officials) are made.

If OPS HK decides to pursue the project after the preliminary assessment, it will offer a general layout plan, a project proposal and one or more design concepts for its client’s consideration.

Pricing policy

The fee for a project is determined on a case-by-case basis by considering various factors, which generally include (i) the size and complexity of the project and the services required from us; (ii) overall cost expected to be incurred in undertaking the project by reference to preliminary quotations obtained from the subcontractors and materials suppliers; (iii) the project duration expected by the client; (iv) the relationship with the client and prices offered to any recurring client in the past; and (v) the prevailing market trends and conditions. OPS HK did not have any material losses among its contracted services during the fiscal years ended June 30, 2023 and 2022.

Proposal preparation

The design team and project team are mainly responsible for preparing and implementing the design proposal. The design team consisted of eight employees (including Mr. Siu Lai So) and were led by Mr. So, the chief designer, and a design team head. The design team is responsible for making the layout plan, which establishes how the space of the premises would be used. OPS HK usually includes qualifications and notes in the preliminary designs and layout plans, including cautionary wording to the effect that (i) the layout plan and preliminary design will need to be verified and may not be accurate, to avoid confusion by clients; and (ii) the layout plan and preliminary design is the property of OPS HK and cannot be used without its written permission, in an effort to preserve the ownership rights to OPS HK’s work product.

The design team generally produces a preliminary design with 3D and technical drawings and presentation boards. A presentation board normally contains suggested materials to be used, such as the types of tiles, stone, steel, wood, marble and fabric, etc.

As part of the proposal preparation, the project team will be responsible for selecting subcontractors and material suppliers and obtaining preliminary quotations for the services or materials that are needed to complete the project. The design team, project team and finance department will work together to estimate the project cost. The finance department also conducts client background checks and project finance during the process. Then, the proposals and cost estimates will be reviewed and approved by the management before being submitted to the clients or potential clients for consideration. See “Financing operations and delinquency experience” below.

Acceptance of proposal and project awarded

OPS HK offers preliminary budget quotations for projects that will not be immediately handled, in instances in which the actual commencement of a project is still conditioned upon confirmation of the exact location of the property, and/or, in some cases, consummation of the lease or purchase by the client of such property. However, OPS HK generally considers that a project has commenced when the signed quotation is received from the clients. Each design quotation will include a statement that the copyright of all designs and drawings provided by OPS HK shall remain vested with OPS HK and that the clients are not permitted to make copies of the design or drawings, nor may they use the designs or drawings without prior written approval. On a case-by-case basis and subject to compliance with the internal control policies, OPS HK may also permit verbal confirmations from some clients for their acceptances of the proposals.

Except for repair and maintenance projects, OPS HK generally issues an invoice for the initial payment, which usually represents around 20% to 50% of the total contract price, upon signing of the budget quotation. The period of the initial phase of each of the projects may vary, but from past experience, the initial phase transpires generally over one month or less. According to the agreed upon terms and upon receipt of the initial payment, the design team will proceed to the design phase.

Design phase

Based on the agreed upon terms of the design proposal, the design team will then finalize the conceptual design details and specifications for the project. For projects limited to only design, the projects are completed once it has provided the final design to the clients. For design and fit-out projects, the project team is generally responsible for overseeing the project and ensuring the fit-out work is completed according to the designs agreed by the clients.

The timespan of the design phase of each of the projects may vary but generally lasts over one week to four weeks.

Implementation phase

Project management and formation of project management team

OPS HK generally outsources fit-out work to internally approved subcontractors. To ensure service quality, OPS HK will form a project management team, consisting mainly of members from the design team, project team and sales and marketing team, to oversee the project. The project management team will coordinate with subcontractors, materials suppliers and other parties involved in the project during this process. The project management team will also visit the worksites regularly to ensure on-going monitoring of the progress of the project. These visits are generally conducted at least once a week.

During the implementation phase of projects involving minor work falling within the Building (Minor Works) Regulation (Chapter 123N of the Laws of Hong Kong), OPS HK will make timely notifications and submissions to the Building Authority, as required. It is the usual practice of OPS HK to have weekly progress meetings with the dedicated project management team and the management to remain informed of the status of individual projects, as well as to identify and resolve any issues which may arise. If there are any defects in the work, OPS HK will require the subcontractors (or other any responsible party designated by the clients) to rectify any defects identified during handover or after completion of the project.

The period of the implementation phase takes generally around two weeks to three months, design phase included (if applicable), depending upon the scale of a project.

OPS HK may issue invoices for interim payments to clients based on the payment term in the fee quotation for the project.

During the course of a project, clients may request changes in the service specifications or require different or additional materials to be used for renovation. In such cases and where the additional costs for the services or goods were not previously agreed upon, OPS HK will generally issue variation orders or additional fee quotations to reflect such changes and their associated costs. Over the past years, OPS HK has had no material disputes with any of the clients relating to variation orders or additional quotations for changes in the scope of services for any project.

Review and completion phase

Review and completion

Once the agreed upon work has been completed for design and fit-out projects, OPS HK will conduct inspections with the clients at the project premises with an aim to identify any defects prior to client handover. Under the existing internal control policy, OPS HK will request that clients sign a handover letter to confirm the completion of the project. OPS HK issues invoices for final payments with reference to the actual completion date of the project, according to the terms of the quotation. In the event that retention monies are required as a security deposit, retention monies will generally be released after the end date of the “defect liability period” (as described below).

Aftersales Services

The sales and marketing team is responsible for seeking feedback from the clients once a project has been completed, to help OPS HK gauge their satisfaction, improve its services in the future and also to determine whether any rectification work may be required shortly after completion. OPS HK normally offers clients a six-month defect liability period to rectify defects, free of charge, for fit-out work performed. In some design and fit-out projects which expressly provide a defect liability period in the quotation, retention monies may be required and they will be settled upon conclusion of such defect liability period. Upon request by clients, OPS HK may also provide repair and maintenance services.

Defect claims are rare. Over the past two years, OPS HK received one claim from a client about defects and OPS HK has since settled such claim, which amounted to $2,577 (HK$20,000), with the client, without admitting any legal liability, in Sham Shui Po Small Claim Tribunal, Hong Kong.

Projects Overview

OPS HK focused on projects in Hong Kong and during the fiscal years ended June 30, 2023 and 2022, all of the revenue was derived solely from the Hong Kong projects.

Projects undertaken during the fiscal years ended June 30, 2023 and 2022

The table below sets forth the details of the movements of OPS HK’s number of on-going, new and completed projects with contract sum during the fiscal years ended June 30, 2023 and 2022:

During the fiscal years ended June 30, 2023 and 2022, OPS HK mainly undertook office projects, residential projects and commercial and retail projects. The following table provides a breakdown of the revenue by property type during the fiscal years ended June 30, 2023 and 2022 by property type:

The following table sets forth the breakdown of the revenue by major revenue type for the fiscal years ended June 30, 2023 and 2022, respectively:

Each project varied in size, complexity and service specification and, as such, the duration for each project varied widely even if they concerned the same project type.

Projects with recurring clients

Most of the business during the fiscal years ended June 30, 2023 and 2022 was from recurring clients. Our revenue for fiscal years ended June 30, 2023 and 2022 were contributed by approximately 85.5% and 76.5%, respectively, of the projects awarded by recurring clients.

For the fiscal years ended June 30, 2023 and 2022, OPS HK had 27 and 22 recurring clients, respectively. These recurring clients represented approximately 64.3% and 56.4% of the total number of the clients, for the corresponding financial year, respectively. The aggregate revenue from such clients amounted to $4,210,572 and $6,450,611, representing approximately 68.6% and 67.1% of the total revenue for the corresponding financial year, respectively.

Major completed projects

The following table sets forth the ten largest projects (in terms of revenue recognized) completed by the OPS HK during the fiscal years ended June 30, 2023 and 2022, respectively:

Projects in Progress

As of June 30, 2023 and 2022, OPS HK had 9 and 14 projects in progress with an aggregate contract sum of $1,302,774 and $1,635,946, respectively.

The following table provides the details of all of the projects in progress as of June 30, 2023:

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Note: The contract sum is derived from the amount of the original contract, taking the contract value of variation orders into account, if applicable.

As of June 30, 2023, OPS HK had 9 projects in progress, with an aggregate contract sum of $1,302,774, and recognized the related revenue of $837,993 up to the fiscal year ended June 30, 2023. It is expected that such projects in progress as of June 30, 2023 will be completed and the remaining related revenue of $464,781 will be recognized during the fiscal year ending June 30, 2024.

The following table provides the details of all of the projects in progress as of June 30, 2022:

____________

Note: The contract sum is derived from the amount of the original contract, taking the contract value of variation orders into account, if applicable.

As of June 30, 2022, OPS HK had 14 projects in progress, with an aggregate contract sum of $1,635,946, and recognized the related revenue of $1,402,266 up to the fiscal year ended June 30, 2022. It is expected that such projects in progress as of June 30, 2022 will be completed and the remaining related revenue of $233,680 will be recognized during the fiscal year ending June 30, 2023.

Clients

Characteristics of the clients

For the fiscal years ended June 30, 2023 and 2022, OPS HK had 42 and 39 clients, respectively, some engaged OPS HK for more than one project during the fiscal years ended June 30, 2023 and 2022. Such clients included companies (private and public listed companies) and individuals for whom OPS HK provided services for their private residences.

OPS HK does not have any master long-term contracts signed with its clients and its contracts are entered into on a single project basis.

Top five clients

For the fiscal years ended June 30, 2023 and 2022, the percentage of the total revenue attributable to the largest client amounted to approximately 43.1% and 21.2%, respectively, while the percentage of the total revenue attributable to the five largest clients combined amounted to approximately 63.9% and 59.2%, respectively.

Set out below is a breakdown of the revenue by the top five clients during the fiscal years ended June 30, 2023 and 2022:

For the fiscal year ended June 30, 2023

For the fiscal year ended June 30, 2022