As filed with the Securities and Exchange Commission on June 27, 2025.

Registration No. 333-287443

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1 to

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Ultra High Point Holdings Limited

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrants name into English)

Unit 707, 7^th Floor,

Lakeside 1, Phase Two

No. 8 Science Park West Avenue

Hong Kong Science Park

Pak Shek Kok, New Territories,

Hong Kong

Tel: (852) 3101 1186

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

Cogency Global Inc.

122 East 42^nd Street, 18^th Floor

New York, NY 10168

Tel: (212) 221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This registration statement contains two prospectuses, as set forth below.

The resale prospectus is substantively identical to the public offering prospectus, except for the following principal points:

The registrant has included in this registration statement, after the financial statements, a set of alternate pages to reflect the foregoing differences of the resale prospectus as compared to the public offering prospectus.

The public offering prospectus will exclude the Alternate Pages and will be used for the public offering by the registrant. The resale prospectus will be substantively identical to the public offering prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by resale shareholders.

The information in this prospectus is not complete and may be changed or supplemented. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

PRELIMINARY PROSPECTUS

Subject to Completion, dated [●], 2025

PRELIMINARY PROSPECTUS

Ultra High Point Holdings Limited

[2,200,000] ordinary shares

This is an initial public offering of our ordinary shares, of par value US$[0.000125] per share, of Ultra High Point Holdings Limited, or the Company. We are offering [1,400,000] ordinary shares and an existing shareholder, or the Selling Shareholder, is offering [800,000] ordinary shares to be sold pursuant to this prospectus. In addition, certain existing shareholders, or the Resale Shareholders, are offering an aggregate of [9,137,000] ordinary shares for potential resale pursuant to the resale prospects from time to time following the closing of the offering of ordinary shares pursuant to this prospectus. We will not receive any proceeds from the sale of the ordinary shares to be sold by the Selling Shareholder or the Resale Shareholders. We anticipate that the initial public offering price of the ordinary shares will be between US$[4.00] and US$[5.00] per ordinary share.

Prior to this offering, there has been no public market for our ordinary shares. We intend to apply to list our ordinary shares on the Nasdaq Capital Market, or Nasdaq, under the symbol “UHP”. This offering is contingent upon the listing of our ordinary shares on Nasdaq. There can be no assurance that we will be successful in listing our ordinary shares on Nasdaq.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Investing in our ordinary shares involves a high degree of risk, including the risk of losing your entire investment. See Risk Factors beginning on page 10 to read about factors you should consider before buying our ordinary shares.

We are an “Emerging Growth Company” and a “Foreign Private Issuer” under applicable U.S. federal securities laws and, as such, are eligible for reduced public company reporting requirements. Please see “Implications of Being an Emerging Growth Company” and “Implications of Being a Foreign Private Issuer” beginning on page 4 and page 5 of this prospectus for more information.

Ultra High Point Holdings Limited is not a Chinese or Hong Kong operating company, but is a holding company incorporated in the Cayman Islands. As a holding company with no material operations of our own, we conduct our business operations in Hong Kong and our back-office operations in mainland China through our direct and indirect Operating Subsidiaries. The ordinary shares offered in this offering are shares of Ultra High Point Holdings Limited, and not shares of our Operating Subsidiaries. Investors in this offering will not directly hold equity interests in our Operating Subsidiaries, Furthermore, shareholders may face difficulties enforcing their legal rights under United States securities laws against our directors and officers who are located outside of the United States.

Substantially all of our operations are conducted by Ultra High Point (HK), Thingsocket and Grandwon, our three Operating Subsidiaries in Hong Kong, a special administrative region of the PRC. We also have immaterial and non-substantive operations in Mainland China, which only conducts program and software development activities that support our business operations, through our indirect wholly-owned subsidiaries in Mainland China, Hangzhou Lianxuntong Technology Co., Ltd., or Hangzhou Lianxuntong, and Hangzhou Jigaodian Technology Co., Ltd. or Hangzhou Jigaodian. We do not have, nor do we intend to have, any contractual arrangements to establish a variable interest entity (“VIE”) structure with any entity in Mainland China.

We are subject to certain legal and operational risks associated with our Operating Subsidiaries being based in Hong Kong, having substantially all of our operations in Hong Kong, maintaining representative office in Mainland China, and having existing or potential customers who are Mainland China individuals or companies that have shareholders or directors that are Mainland China individuals. Additionally, the legal and operational risks associated with operating in Mainland China may also apply to our operations in Hong Kong, and we face the unique risks and uncertainties associated with interpretation and the application of the complex and evolving PRC laws and regulations and whether and how recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security, and anti-monopoly concerns would be applicable to our Operating Subsidiaries in Hong Kong. Given the substantial operations of our subsidiaries in Hong Kong, there is a possibility that the government may exercise significant oversight over the conduct of business in Hong Kong, and our subsidiaries may become subject to the risks of uncertainty about any future actions of the PRC government or authorities in Hong Kong in this regard. Should the PRC government choose to exercise significant oversight and discretion over the conduct of our operations in Hong Kong, or in the event that we or our Operating Subsidiaries were to become subject to the PRC laws and regulations, these risks could result in material costs to ensure compliance, fines, material changes in our operations and/or the value of the securities that we are registering for sale, and/or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

There are significant legal and operational risks associated with having some of our operations in the PRC including those changes in the legal, political and economic policies of the PRC government, the relations between China and the United States, or PRC or U.S. regulations may materially and adversely affect our business, financial condition and results of operations. Further, the PRC government may disallow our current corporate structure, which would likely result in a material change in the PRC subsidiaries’ operations and/or a material change in the value of the ordinary shares being registered in this offering and it could cause the value of such securities to significantly decline or become worthless. See “Risk Factors – Substantial uncertainties exist with respect to the interpretation and implementation of the PRC Foreign Investment Law and its Implementation Rules and how they may impact the viability of our current corporate structure, corporate governance and business operations” and “Risk Factors - Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in the PRC could adversely affect us and limit the legal protections available to you and us”. Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in the PRC with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over PRC-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. As of the date of this prospectus, the Company does not need to seek approval from the China Securities Regulatory Commission, or the CSRC, or any other PRC governmental authorities for the Company’s overseas listing plan, and neither the Company nor any of its Hong Kong and Mainland China Operating Subsidiaries have received any inquiry, notice, warning or sanctions regarding the planned overseas listing from the CSRC or any other PRC governmental authorities. However, because these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation rules have not been issued, it is highly uncertain what the potential impact such modified or new laws and regulations will have on the Company’s daily business operation, the ability to accept foreign investments and list on a U.S. exchange. Any such changes could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors, and could cause the value of our securities to significantly decline or become worthless. See “Risk Factors – There are political risks associated with conducting business in Hong Kong and in the PRC”.

On August 20, 2021, the 30th meeting of the Standing Committee of the 13th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China”, or “PRC Personal Information Protection Law”, which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of Mainland China that is carried out outside of Mainland China where (1) such processing is for the purpose of providing products or services for natural persons within Mainland China, (2) such processing is to analyze or evaluate the behavior of natural persons within Mainland China, or (3) there are any other circumstances stipulated by related laws and administrative regulations. On December 24, 2021, the China Securities Regulatory Commission (“CSRC”), together with other relevant government authorities in Mainland China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing Regulations”). The Draft Overseas Listing Regulations require that a Mainland China domestic enterprise seeking to issue and list its shares overseas (“Overseas Issuance and Listing”) shall complete the filing procedures of and submit the relevant information to the CSRC. The Overseas Issuance and Listing include direct and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in Mainland China seeks to issue and list its shares in the name of an overseas enterprise (“Overseas Issuer”) on the basis of the equity, assets, income or other similar rights and interests of the relevant Mainland China domestic enterprise, such activities shall be deemed an indirect overseas issuance and listing (“Indirect Overseas Issuance and Listing”) under the Draft Overseas Listing Regulations. On December 28, 2021, the Cyberspace Administration of China (the “CAC”) jointly with the relevant authorities formally published the Measures for Cybersecurity Review (2021) which took effect on February 15, 2022 and replaced the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. The Measures for Cybersecurity Review (2021) provide that operators of critical information infrastructure purchasing network products and services, and online platform operators carrying out data processing activities that affect or may affect national security (together with the operators of critical information infrastructure, the “Operators”), shall conduct a cybersecurity review and that any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Administrative Measures, and five supporting guidelines, which came into effect on March 31, 2023. The Trial Administrative Measures further stipulate the rules and requirements for overseas offering and listing conducted by PRC domestic companies. The Trial Administrative Measures further clarified and emphasized that the comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies” shall comply with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures under the Trial Administrative Measures if the following criteria are met at the same time: a) 50% or more of the issuer’s operating revenue, total profits, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year are accounted for by PRC domestic companies, and b) the main parts of the issuer’s business activities are conducted in Mainland China, or its main places of business are located in Mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in Mainland China. Furthermore, the Trial Administrative Measures and its supporting guidelines provide a negative list of types of issuers banned from listing overseas, the issuers’ obligation to comply with national security measures and the personal data protection laws, and certain other matters such as the requirements that an issuer (i) file with the CSRC within three business days after it submits an application for initial public offering to the competent overseas regulator and (ii) file subsequent reports with the CSRC on material events, including change of control and voluntary or forced delisting, after its overseas offering and listing.

Ultra High Point Holdings Limited is a holding company incorporated in the Cayman Islands with operating entities based in Hong Kong. It does not have any VIE structure, has only non-substantive operations in Mainland China, and is not controlled by any companies or individuals of Mainland China. Further, we are headquartered in Hong Kong with our officers and all members of the Board of Directors based in Hong Kong, none of whom are Mainland China citizens, and all of our revenues and profits are generated by our Operating Subsidiaries in Hong Kong. As a result, we have not generated revenues or profits from Mainland China in the most recent accounting year which accounted for more than 50% of the corresponding figure in our audited consolidated financial statements for the same period. Therefore, as confirmed and advised by our PRC Counsel, Guangdong Wesley Law Firm, based on PRC laws and regulations effective as of the date of this prospectus, (i) neither we, nor our Hong Kong subsidiaries, are considered as “PRC domestic companies” the issuance and listing of shares of which would be deemed to be an “Indirect Overseas Issuance and Listing” that is subject to the Trial Administrative Measure; and (ii) neither we, nor our Hong Kong subsidiaries and PRC subsidiaries are required to obtain regulatory approval from the CSRC or go through the filing procedures under the Trial Administrative Measures before our ordinary shares can be listed or offered in the U.S. As such, we do not believe current PRC laws and regulations may have any material impact on our business, financial condition and results of operations in the future.

Hangzhou Lianxuntong Technology Co., Ltd. and Hangzhou Jigaodian Technology Co., Ltd., our Operating Subsidiaries in the PRC, will not collect and store certain data (including certain personal information) from our customers. As advised by Guangdong Wesley Law Firm, our counsel with respect to PRC legal matters, we and our Operating Subsidiaries will not be deemed to be “operators of critical information infrastructure,” or “data processors” that carry out data processing activities that affect or may affect national security, and we are not subject to cybersecurity review by the CAC or required to obtain regulatory approval from the CAC nor any other PRC authorities for our subsidiaries’ operations Hong Kong, because (i) our Operating Subsidiaries are incorporated in Hong Kong and operate in Hong Kong and only have immaterial, non-substantive operations in Mainland China, without any VIE structure; and each of the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law and the Draft Overseas Listing Regulations do not clearly provide whether they apply to a Hong Kong company; (ii) as of date of this prospectus, our Operating Subsidiaries may not collect and store certain data from our customers; (iii) the data used by PRC subsidiaries to develop systems is simulated data, we do not currently process any customer data, personal information, or data from third parties other than collecting and storing certain personal information relating to local employees in Mainland China for payroll; (iv) we do not place any reliance on collection and processing of any personal information to maintain our business operations; (v) data processed in our business should not have a bearing on national security nor affect or may affect national security; (vi) all of the data that our Operating Subsidiaries have collected is stored in servers located in Hong Kong and are not accessible by the our subsidiaries in Mainland China; (vii) as of the date of this prospectus, neither us nor our Operating Subsidiaries have been informed by any PRC governmental authority of being classified as an “Operator” or a “data processor” that is subject to CAC cybersecurity review or a CSRC review; and (viii) pursuant to the Basic Law of the Hong Kong Special Administrative Region of the PRC, 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, given the uncertainties arising from the legal system in Mainland China and Hong Kong, including uncertainties regarding the interpretation and enforcement of PRC laws and the significant authority of the PRC government to intervene or influence the offshore holding company headquartered in Hong Kong, there remains significant uncertainty in the interpretation and enforcement of relevant Mainland China laws and other regulations. Because these laws, regulations and regulatory actions are relatively 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 is also highly uncertain what the potential impact such modified or new laws and regulations will have on our Operating Subsidiaries’ daily business operation and the listing of our ordinary shares in the United States or on other foreign exchanges. As the Trial Administrative Measures was newly promulgated, its interpretation, application and enforcement remain unclear and there also remains significant uncertainty as to the enactment, interpretation and implementation of other regulatory requirements related to overseas securities offerings and other capital markets activities. If the Trial Administrative Measures become applicable to us or our Operating Subsidiaries in Hong Kong, or if we or our Operating Subsidiaries are subject to cybersecurity review, or if the Measures for Cybersecurity Review (2021) or the PRC Personal Information Protection Law become applicable to our Operating Subsidiaries in Hong Kong, the business operation of our Operating Subsidiaries and the listing of our ordinary shares in the United States could be subject to the CAC or the CSRC review in the future. If the applicable laws, regulations, or interpretations change and our Operating Subsidiaries become subject to the CAC or CSRC review, we cannot assure you that our Operating Subsidiaries will be able to comply with the regulatory requirements in all respects and our Operating Subsidiaries’ current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities. If we or our Operating Subsidiaries were required to obtain such permissions or approvals in the future in connection with the listing or continued listing of our securities on a stock exchange outside of the PRC, it is uncertain how long it will take for us or our Operating Subsidiaries to obtain such approval, and, even if we or our Operating Subsidiaries obtain such approval, the approval could be rescinded. Any failure to obtain or delays in obtaining the necessary permissions from the relevant PRC authorities to conduct offerings or list outside of the PRC could subject us or our Operating Subsidiaries to potential sanctions imposed by the PRC regulatory authorities, which could include fines and penalties, proceedings against us or our Operating Subsidiaries, and other forms of sanctions, as well as affect our or our Operating Subsidiaries’ ability to conduct business, our ability to invest in Mainland China as foreign investors or accept foreign investments, and our ability to offer or continue to offer ordinary shares to investors or list on the U.S. or other overseas exchange. As a result, the value of our ordinary shares may significantly decline or be worthless, our business, reputation, financial condition, and results of operations may be materially and adversely affected.

In addition, our ordinary shares may be prohibited from trading on a national exchange or over-the-counter market under the Holding Foreign Companies Accountable Act (the “HFCA Act”) if the Public Company Accounting Oversight Board (United States) (the “PCAOB”) is unable to inspect and investigate completely our auditors. The HFCA Act, which was enacted and became effective in December 2020, requires the SEC to identify public companies, referred to as “Commission-Identified Issuers,” that have retained a registered public accounting firm to issue an audit report where the firm has a branch or office that is located in a foreign jurisdiction, and the PCAOB has determined that it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction. Initially, the HFCA Act required the SEC to prohibit the trading of an issuers securities on a national securities exchange and in the over-the-counter market if such issuer is identified as a Commission-Identified Issuer for three consecutive years. The Consolidated Appropriations Act, 2023 (the “CAA”), which became effective in December 2022, amended the HFCAA to reduce the number of consecutive years an issuer can be identified as a Commission-Identified Issuer before the SEC must impose trading prohibitions on the issuer’s securities from three years to two years. Pursuant to the HFCA Act, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in Mainland China of the PRC and Hong Kong, and such report identified specific registered public accounting firms which were subject to these determinations. On August 26, 2022, the PCAOB signed a Statement of Protocol with the CSRC and China’s Ministry of Finance (the “PRC MOF”) in respect of cooperation on the oversight of PCAOB-registered public accounting firms based in Mainland China and Hong Kong. Pursuant to the Statement of Protocol, the PCAOB conducted inspections on select registered public accounting firms subject to the Determination Report in Hong Kong between September 2022 and November 2022. On December 15, 2022, the PCAOB board announced that it has completed the inspections, determined that it had complete access to inspect or investigate completely registered public accounting firms headquartered in Mainland China and Hong Kong, and issued a report vacating the Determination Report. Our auditor, WWC, P.C., the independent registered public accounting firm that issued the audit report included in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess WWC, P.C.’s compliance with applicable professional standards. WWC, P.C. is headquartered in San Mateo, California, and can be inspected by the PCAOB. WWC, P.C. was not identified in the Determination Report as a firm subject to the PCAOB’s determination. Notwithstanding the foregoing, in the event that, in the future, the PCAOB determines that it is not able to fully conduct inspections of our auditor for two consecutive years, or the PCAOB re-evaluates its determination as a result of any obstruction with the implementation of the Statement of Protocol in the future, trading of our securities on a national securities exchange or in the over-the counter market may be prohibited under the HFCA Act and our access to the U.S. capital markets may be limited or restricted.

The Company holds all of the equity interests in its Hong Kong and Mainland China subsidiaries through a subsidiary incorporated in the British Virgin Islands, or BVI. As we have a direct equity ownership structure, we do not have any agreement or contract between the Company and any of its subsidiaries that are typically seen in a variable interest entity structure. Within our direct equity ownership structure, funds from foreign investors can be directly transferred to our Hong Kong and Mainland China subsidiaries by way of capital injection or in the form of a shareholder loan from the Company following this offering. As a holding company, we may rely on dividends and other distributions on equity paid by our operating subsidiaries incorporated in Hong Kong and Mainland China, or Operating Subsidiaries, for our cash and financing requirements. We are permitted under the laws of the Cayman Islands and our Amended and Restated Memorandum and Articles of Association to provide funding to our Operating Subsidiaries through loans and/or capital contributions. Our Operating Subsidiaries are permitted under the laws of their incorporation (as the case may be) to issue cash dividends to us without limitation on the size of such dividends. However, if any of our Operating Subsidiaries incur debt on their own behalf, the instruments governing such debt may restrict their ability to pay dividends. As of the date of this prospectus, no transfers were made from the Company to its Operating Subsidiaries and our Operating Subsidiaries have not encountered difficulties or limitations with respect to their respective abilities to transfer cash between each other. As of the date of this prospectus, our Operating Subsidiaries do not maintain cash management policies or procedures dictating the amount of such funding or how funds are transferred. See “Dividend Policy” on page 56 of this prospectus. There can be no assurance that the PRC government will not restrict or prohibit the flow of cash in or out of Hong Kong and Mainland China thereby affecting our PRC Subsidiaries. Any restrictions, prohibitions, interventions or limitations by the PRC government on the ability of our subsidiaries in Hong Kong and the PRC Subsidiaries to transfer cash or assets in or out of the PRC may result in these funds or assets not being available to fund operations or for other uses outside of the PRC. For additional information, see “Transfers of Cash to and from Our Subsidiaries” on page 5 of this prospectus.

Upon completion of this offering, our issued and outstanding shares will consist of [40,000,000] ordinary shares. We will be a “controlled company” as defined under Nasdaq Capital Market Marketplace Rule 5615(c) because, immediately after the completion of this offering, Maxway Enterprises Limited, which is indirectly wholly-owned by Mr. Yu Chi Tat, Dennis (our executive director), will control, through his direct and indirect wholly-owned companies Future Dimension Holdings Limited and Maxway Enterprises Limited, [26,876,200] ordinary shares representing approximately [67.19]% of the voting power of our issued and outstanding ordinary shares. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption in the future. If we elected to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and remuneration committees might not consist entirely of independent directors upon closing of the offering set forth in this prospectus. Please see “As a “controlled company” within the meaning of the Nasdaq Capital Market or other national securities exchange rules. We may rely on exemptions from certain corporate governance requirements that provide protection to Shareholders of other companies” beginning on page 45 of this prospectus for more information.

⁽¹⁾ Initial public offering price per share is assumed to be US$[4.50] (being the mid-point of the initial public offering price range).

⁽²⁾ We have agreed to pay the underwriter a discount equal to [7.0]% of the gross proceeds of the offering. This table does not include a non-accountable expense allowance equal to 1% of the gross proceeds of this offering payable to the underwriter. For a description of the other compensation to be received by the underwriter, see “Underwriting” beginning on page 149.

⁽³⁾ Excludes fees and expenses payable to the underwriter. The total amount of underwriter expenses related to this offering is set forth in the section entitled “Expenses Relating to This Offering” on page 143.

⁽⁴⁾ Includes US$[6,300,000] gross proceeds from the sale of [1,400,000] ordinary shares offered by the Company and US$[3,600,000] gross proceeds from the sale of [800,000] ordinary shares offered by the Selling Shareholder.

If we complete this offering, net proceeds will be delivered to us and the Selling Shareholder on the closing date.

The underwriter expects to deliver the ordinary shares to the purchasers against payment on or about [●], 2025.

You should not assume that the information contained in the registration statement to which this prospectus is a part is accurate as of any date other than the date hereof, regardless of the time of delivery of this prospectus or of any sale of the ordinary shares being registered in the registration statement of which this prospectus forms a part.

No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.

Bancroft Capital, LLC

The date of this prospectus is [●], 2025.

TABLE OF CONTENTS

Until and including [●], 2025 (the 25th day after the date of this prospectus), all dealers that effect transactions in these ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

ABOUT THIS PROSPECTUS

Except where indicated or where the context otherwise requires, the terms “Company,” “Group,” “we,” “us” and “our” refer to Ultra High Point Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability under the Companies Act, and its direct and indirect subsidiaries or any of them, or where the context so requires, in respect of the period before our Company becoming the holding company of its present subsidiaries, such subsidiaries as if they were subsidiaries of our Company at the relevant time or the businesses which have since been acquired or carried on by them or as the case may be their predecessors. For other conventions that apply to this prospectus, see “Prospectus Summary — Conventions That Apply to This Prospectus”.

Neither we, the Selling Shareholder nor the underwriter have authorized anyone to provide you with any information or to make any representations other than as contained in this prospectus or in any related free writing prospectus. Neither we, the Selling Shareholder nor the underwriter take responsibility for, and provide no assurance about the reliability of, any information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: Neither we, the Selling Shareholder nor the underwriter have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ordinary shares and the distribution of this prospectus outside the United States.

Unless otherwise indicated, all financial information contained in this prospectus is prepared and presented in accordance with the provisions of the US Generally Accepted Accounting Principles.

Certain amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, amounts, percentages and other figures shown as totals in certain tables or charts may not be the arithmetic aggregation of those that precede them, and amounts and figures expressed as percentages in the text may not total 100% or, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

Our financial year ends on March 31 of each year. References in this prospectus to a financial year, such as “financial year 2024”, relate to our financial year ended March 31 of that calendar year.

On May 14, 2025, for purposes of recapitalization in anticipation of the initial public offering, the Company effected a 1:8 sub-division of its ordinary shares (a “forward stock split”). Following the forward stock split, the Company’s authorized share capital remains US$500,000 divided into 4,000,000,000 ordinary shares of a par value of US$0.000125 each. On May 15, 2025, Maxway surrendered 1,003,800 ordinary shares, Prestige Unison surrendered 68,600 ordinary shares, Supreme One surrendered 68,600 ordinary shares, Grow Ace surrendered 42,000 ordinary shares, Zone Wise surrendered 56,000 ordinary shares, World Oasis surrendered 49,000 ordinary shares, Cheng Wing Keung surrendered 56,000 ordinary shares, Conford surrendered 28,000 ordinary shares and Clouds Top surrendered 28,000 ordinary shares each to the Company, respectively or 3.50% of their shareholdings each. None of these shareholders surrendering their ordinary shares received any consideration for surrender of their ordinary shares, nor are there any agreements or arrangements in place under which any of these shareholders will surrender their remaining ordinary shares. Unless otherwise indicated, all references to ordinary shares, share data, per share data, and related information have been retroactively adjusted, where applicable, in this prospectus to reflect the 1:8 forward stock split and the shares surrendered by our existing shareholders on May 15, 2025 as if they had occurred at the beginning of the earliest period presented. Following the forward stock split and surrenders and prior to this offering, there are 38,600,000 ordinary shares outstanding.

Certain market data and forecasts used throughout this prospectus were obtained from internal company surveys, market research, consultant surveys, reports of governmental and international agencies and industry publications and surveys. Although industry publications and third-party research, surveys and reports generally indicate that their information has been obtained from sources believed to be reliable, we have not independently verified such data and forecasts. This information involves a number of assumptions and limitations, and if any one or more of the assumptions or limitations underlying such data and forecasts are later found to be incorrect, actual results may differ from the expectations based on these assumptions. You are cautioned not to give undue weight to such data and forecasts. Our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business.” These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “believe”, “plan”, “expect”, “intend”, “should”, “seek”, “estimate”, “will”, “aim” and “anticipate”, or other similar expressions, but these are not the exclusive means of identifying such statements. All statements other than statements of historical facts included in this document, including those regarding future financial position and results, business strategy, plans and objectives of management for future operations (including development plans and dividends) and statements on future industry growth are forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we will file with the SEC, other information sent to our shareholders and other written materials.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Risk Factors” and the following:

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results or performance may be materially different from what we expect.

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 markets for IT solutions may not grow at the rate projected by such 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.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you, and we urge you to read this entire prospectus carefully, including the “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and our consolidated financial statements and notes to those statements, included elsewhere in this prospectus, before deciding to invest in our ordinary shares. This prospectus includes forward-looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements.”

Our Mission

Our mission is to offer customized and comprehensive healthcare IT solutions and services to public and private hospitals in Hong Kong, aiming to (i) enhance clinical operations and improve efficiency through workflow standardization; (ii) offer better patient experience; and (iii) improve patient safety through closed-loop management.

We are also exploring opportunities to adapt and expand our Hong Kong-developed healthcare IT solutions to overseas markets that are receptive to digital transformations and innovations. Currently, we are in the initial stages of evaluating potential expansion into regions such as Asia-Pacific Economic Cooperation (APEC) countries and the United Arab Emirates (UAE). These efforts involve market research, identifying potential distribution channels, and engaging in preliminary discussions with prospective partners. While we are optimistic about these opportunities, we have not yet entered into definitive agreements related to these expansions.

Overview

We are a group that provides customized and comprehensive healthcare IT solutions and services to public and private hospitals in Hong Kong with over 15 years of experience. The business process entails the review and design of the software system installation plan, procurement of materials and consumables, engagement and supervision of subcontractors, on-site inspection and installation, and testing and commissioning. Throughout our operation history, we have worked with approximately 25.5% of the public hospitals and approximately 50% of the private hospitals in Hong Kong. We generate revenue from the provision of healthcare information technology solution services and such revenue is recognized using the percentage of completion method based primarily on contract costs incurred to date compared to total estimated contract costs.

Our comprehensive range of healthcare IT solutions and services include (i) designing and building customized hospital information systems (HIS); (ii) developing customized Internet of Medical Things (IoMT) solutions; (iii) integrating customers’ HIS with third-party systems and devices via our proprietary medical integration platform; (iv) maintaining the healthcare IT solutions we design/build/install; and (v) upgrading the healthcare IT solutions we design, build, and install.

Competitive Strengths

We believe our competitive strengths lie with the following:

Growth strategies

Our principal objective is to foster growth in our business and strengthen our market position in the healthcare IT solutions industry through the following strategies:

Organization Chart

The chart below sets out our corporate structure as at the date of this prospectus. The operations of our group are primarily conducted by our Operating Subsidiaries, which are comprised of Ultra High Point (HK), Thingsocket, Grandwon, Hangzhou Lianxuntong and Hangzhou Jigaodian. Sun Pacific is an investment holding company that owns a 40% ownership interest in our associate, Clinic First. The ordinary shares offered in this offering are shares of Ultra High Point Holdings Limited (referred to in the chart below as The Company) and not shares of our Operating Subsidiaries. Please see page 85 for further details of our corporate structure pre and post-offering.

Summary of Key Risks

Investing in our ordinary shares involves risks. The risk factors summarized below are qualified by reference to “Risk Factors” beginning on page 10 of this prospectus, which you should carefully consider before making a decision to purchase ordinary shares. If any of these risks actually occurs, our business, financial condition or results of operations would likely be materially adversely affected. In such case, the trading price of our ordinary shares would likely decline, and you may lose all or part of your investment.

Corporate Information

We were incorporated in the Cayman Islands as an exempted company on June 11, 2024. Our registered office in the Cayman Islands is at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. Our principal executive office is at Unit 707, 7^th Floor, Lakeside 1, Phase Two, No. 8 Science Park West Avenue, Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong. Our telephone number at this location is +852 3101 1186. Our principal website address is https://www.ultrahp.com. The information contained on our website does not form part of this prospectus. Our agent for service of process in the United States is Cogency Global Inc. 122 East 42^nd Street, 18^th Floor, New York, NY 10168.

Because we are incorporated under the laws of the Cayman Islands, you may encounter difficulty protecting your interests as a shareholder, and your ability to protect your rights through the U.S. federal court system may be limited. Please refer to the sections entitled “Risk Factors” and “Enforceability of Civil Liabilities” for more information.

PRC Regulatory

As advised by our PRC Counsel, Guangdong Wesley Law Firm, based on PRC laws and regulations effective as of the date of this prospectus, (i) neither we, nor our Hong Kong subsidiaries, are considered as “PRC domestic companies” the issuance and listing of shares of which would be deemed to be an “Indirect Overseas Issuance and Listing” that is subject to the Trial Administrative Measure or Trial Measure; and (ii) neither we, nor our Hong Kong subsidiaries and PRC subsidiaries are required to obtain regulatory approval from the CSRC or go through the filing procedures under the Trial Administrative Measures before our ordinary shares can be listed or offered in the U.S.

We and our Operating Subsidiaries will not be deemed to be an “operator of critical information infrastructure,” any “data processor” carrying out data processing activities, and neither we or our subsidiaries are subject to cybersecurity review by the CAC for this Offering or required to obtain regulatory approval from the CAC nor any other PRC authorities for our and our subsidiaries’ operations in Hong Kong.

Apart from the business registration certificate of Hangzhou Lianxuntong and Hangzhou Jigaodian, we are not required to obtain any permissions or approvals from any PRC authorities to operate as of the date of this prospectus, and no additional permissions or approvals have been applied for by us or denied by any relevant PRC authorities.

If the Trial Administrative Measures, the Measures for Cybersecurity Review (2021), and the PRC Personal Information Protection Law (the “PIPL”) become applicable to us or our Operating Subsidiary in Hong Kong, our operation and the listing of our ordinary shares in the United States could be subject to the CAC’s cybersecurity review or the CSRC Overseas Issuance and Listing review in the future. If the applicable laws, regulations, or interpretations change and our Operating Subsidiary become subject to the CAC or CSRC review, we cannot assure you that our Operating Subsidiary will be able to comply with the regulatory requirements in all respects and our current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities. Compliance with these laws and regulations could significantly increase the cost to us of providing our service offerings, require significant changes to our operations or even prevent us from providing certain service offerings in jurisdictions in which we currently operate or in which we may operate in the future.

In the event that (i) the PRC government expanded the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC and that we were required to obtain such permissions or approvals, (ii) we inadvertently concluded that relevant permissions or approvals were not required or that we not receive or maintain relevant permissions or approvals required, or (iii) applicable laws, regulations, or interpretations change and require us to obtain such permissions or approvals in the future, we may face regulatory risks those operated in Mainland China, including the ability to offer securities to investors, list our securities on a U.S. or other foreign exchanges, conduct our business or accept foreign investment or sanctions by the CSRC, the CAC, or other PRC regulatory agencies. Any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability and to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

Implications of Being an Emerging Growth Company

As a company with less than US$1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include:

We may take advantage of these reporting exemptions until we are no longer an emerging growth company. We will remain an emerging growth company until the earliest of (1) the last day of the financial year in which the fifth anniversary of the completion of this offering occurs, (2) the last day of the financial year in which we have total annual gross revenue of at least US$1.235 billion, (3) the date on which we are deemed to be a “large accelerated filer” under the United States Securities Exchange Act of 1934, as amended, or Exchange Act, which means the market value of our ordinary shares that are held by non-affiliates exceeds US$700.0 million as of the prior December 31, and (4) the date on which we have issued more than US$1.0 billion in non-convertible debt during the prior three-year period. We may choose to take advantage of some, but not all, of the available exemptions. We have included two years of selected financial data in this prospectus in reliance on the first exemption described above. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock.

Implications of Being a Foreign Private Issuer

Upon completion of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company but remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither emerging growth companies nor foreign private issuers.

In addition, as a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the corporate governance listing requirements of the Nasdaq or another national securities exchange. These practices may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance listing requirements of the Nasdaq or another national securities exchange. Following this offering, we will rely on home country practice to be exempted from certain of the corporate governance requirements of the Nasdaq or another national securities exchange, such that a majority of the directors on our board of directors are not required to be independent directors.

Transfers of Cash to and from Our Subsidiaries

Our business is primarily conducted through our direct and indirect subsidiaries, namely Ultra High Point (HK), Grandwon, Hangzhou Lianxuntong, Hangzhou Jigaodian and Sun Pacific and our non-wholly owned subsidiary, Thingsocket. The Cayman Islands holding company will rely on dividends paid by these subsidiaries as well as the intermediary wholly-owned subsidiary incorporated in the British Virgin Islands, CareQuartz Limited or CareQuartz, for our Company’s working capital and cash needs, including the funds necessary to pay any dividends.

During the financial year ended March 31, 2024, we declared a constructive dividend in an amount of US$5,256,169, which was fully settled during such financial year by offsetting the amount of the constructive dividend against the amount due from a related party controlled by Mr. Yu, the Controlling Shareholder. There has not been any other transfers, dividends, or distributions between our Company, subsidiaries, or to our investors. If we decide to pay dividends on any of our ordinary shares, as a holding company, we will depend on the receipt of funds from our operating subsidiaries through dividend payments. We are permitted under the laws of the Cayman Islands to provide funding to our operating subsidiaries through loans and/or capital contributions without restriction on the amount of the funds loaned or contributed.

We currently intend to retain all of our available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. 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.

Investors in our ordinary shares should note that, to the extent cash in the business is in Hong Kong or a Hong Kong entity or in the Mainland China or is a Mainland China entity, the funds may not be available to fund operations or for other use outside of the PRC due to interventions by the PRC government or the imposition by the PRC government of restrictions and limitations on the ability of these subsidiaries to transfer cash.

Cayman Islands. Subject to the Companies Act and our Amended and Restated Memorandum and Articles of Association, our board of directors may declare dividends and distributions on our ordinary shares and authorize payment of the dividends or distributions out of the funds of the Company. No dividend or distribution shall be paid except out of our realized or unrealized profits, or out of our share premium account unless immediately following the payment we are able to pay our debts as they fall due in the ordinary course of business. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either its profit or share premium account, provided that in no circumstances may a dividend be paid if such payment would result in the company being unable to pay its debts as they fall due in the ordinary course of business.

British Virgin Islands. Under BVI law, the board of directors of our BVI subsidiary may authorize payment of a dividend to its shareholders as such time and of such an amount as they determine if they are 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.

Hong Kong. Under Hong Kong law, dividends may only be paid out of distributable profits (that is, accumulated realized profits less accumulated realized losses) or other distributable reserves. Dividends cannot be paid out of share capital. There are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of HK dollars into foreign currencies and the remittance of currencies out of Hong Kong, nor is there any restriction on foreign exchange to transfer cash between the Company and its subsidiaries, across borders and to U.S. investors, nor are there any restrictions or limitations on distributing earnings from our business and subsidiaries to the Company and U.S. investors. 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.

Mainland China. Under PRC law, all dividends and other distributions declared and payable on the Company’s direct equity interests in the PRC Subsidiaries in RMB may under the PRC Laws be payable in foreign currency and may be freely transferred out of the PRC, provided that the remittance of such dividends outside of the PRC complies with the procedures required by the currently applicable PRC Laws relating to foreign exchange and the withholding tax provisions under the PRC Enterprise Income Tax Law, and all such dividends will not be subject to any other taxes under the laws and regulations of PRC and are otherwise free and clear of any other taxes in the PRC and may be paid without the necessity of obtaining any government authorization in the PRC. Specifically, according to the PRC Company Law, PRC subsidiaries in China may pay dividends only out of their accumulated profits, if any, determined in accordance with the PRC accounting standards and regulations. In addition, PRC Subsidiaries are required to allocate at least 10% of their accumulated profits each year, if any, to fund certain reserve funds unless these reserves have reached 50% of the registered capital of the enterprises. These reserves are not distributable as cash dividends. Moreover, according to the Income Tax Law, income such as dividends from the PRC derived by a non-resident enterprise is subject to a 10% withholding tax, which may be reduced if the foreign jurisdiction of incorporation has a tax treaty with the PRC that provides for a different withholding arrangement.

Conventions That Apply to This Prospectus

Except where the context otherwise requires and for purposes of this prospectus only:

THE OFFERING

RISK FACTORS

Investing in our shares is highly speculative and involves a significant degree of risk. You should carefully consider the following risks, as well as other information contained in this prospectus, before making an investment in the Company. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or part of your investment.

This prospectus also contains forward-looking statements having direct and/or indirect implications on our future performance. Our actual results may differ materially from those anticipated by these forward-looking statements due to certain factors, including the risks and uncertainties faced by us, as described below and elsewhere in this prospectus.

Risks Related to Our Business and Industry

If we fail to retain business relationships with our three major customers or secure new customers, our business, financial condition and results of operations may be adversely affected.

Collectively, three of our major customers, namely CUHK Medical Centre Limited, The Chinese Medicine Hospital of Hong Kong and Hong Kong Adventist Hospital, contributed approximately [88.2]% and [90.8]% of our revenue during the fiscal years ended March 31, 2023 and 2024, respectively, and CUHK Medical Centre Limited accounted for approximately [65.4]% and [66.6]% of our revenue, respectively, during such years. See “Business – Customers” for additional information regarding our major customers. We expect to continue to derive a significant portion of our revenue from these three customers in the foreseeable future. However, we cannot assure you that these customers will continue to engage us for our healthcare IT solutions and services, and on at least comparable scales and terms. These three customers are not obligated to give us any new business or at comparable scale or on terms which they historically had done. If any of these three major customers cease to engage us or terminate their respective contract(s) with us, we may be unable to timely identify new customers and secure new contracts to make up for the lost business. Even if new contracts are obtained, they may not be on comparable or better commercial terms.

A number of factors could negatively affect customer growth and retention, including:

Our ability to obtain new business from our customers and to maintain good relationships with them is subject to the stability of their operations and business strategies, which are beyond our control and ability to predict. If our existing customers decide to change their strategies, such as downsizing their business or suspending or ceasing their development or expansion plans due to shifting consumer spending habits, market conditions, business strategies or their own performance, their demand for our services may decline. They may also choose to work with service providers willing to offer highly competitive quotations or extended payment terms.

Even if we are prepared to match the terms of our competitors, there is still no assurance that we will be awarded the contract. We cannot guarantee a sufficient pipeline or new, sizeable project contracts to sustain our business and maintain or improve our current results of operations and financial condition. Any failure to obtain new contracts from our customers, or a significant decrease in the value of the new contracts and/or our customers’ significant delay in or failure to make payments to us could lead to loss of revenue and/or affect our liquidity and thus affect our business adversely.

We face risks and uncertainties regarding the evolving healthcare IT solution industry, which imposes a significant burden on the research and development and maintenance of our healthcare IT solutions.

We offer a comprehensive spectrum of healthcare IT solutions for public and private hospitals in Hong Kong, generating all our revenue from the development, sale and maintenance of these solutions. The healthcare IT solution industry in Hong Kong is experiencing rapid developments, subject to continuous technological innovations, changing customer demands and regulatory requirements. As such, the level of demand and market acceptance of our solutions are subject to a high degree of uncertainty.

If we fail to improve our existing solutions as well as to develop and introduce new solutions with features meeting evolving customer demands, industry standards and regulatory requirements as expected in a timely and cost-effective manner, our solutions may become less attractive, or even obsolete. As a result, we may be unable to attract new customers and our existing customer base may shrink.

Our solution offerings leverage various IT technologies including, among others, information and communication technology, digital technology and mobile technology. Our research and development efforts focus on developing and testing new and complementary software-driven solutions, as well as further enhancing the usability, functionality, reliability and flexibility of our existing solutions. This results in high research and development and maintenance costs. However, the rapid changes of the healthcare IT solution industry make trends difficult to predict, and our investments in research and development and maintenance may not generate expected returns.

If our new or upgraded healthcare IT solutions and services are not effectively promoted or do not achieve market acceptance, our business, results of operations and financial condition may be adversely affected.

We have invested significant resources into researching and developing new healthcare IT solutions, as well as upgrading our existing offerings. As we operate in an evolving industry, our long-term results of operations and continued growth will depend on our ability to successfully develop and market new or upgraded healthcare IT solutions and services to our customers.

Errors, defects, disruptions or any other malfunction or quality issues of our healthcare IT solutions causing interruption to our customers’ IT systems and/or infrastructure could diminish demand for our solutions.

Our healthcare IT solutions are critical to the daily operations of our hospital customers. Any errors, defects, disruptions or malfunctions in our solutions that cause interruptions to our customers’ IT systems and infrastructure could have significant consequences. It could harm our customers’ businesses, leading them to seek claims against us for the losses they have suffered; it could damage our market reputation, diminishing customer demand for our solutions and putting us at a disadvantage in future competitive bidding.

We may also have to divert significant resources to (a) fix such errors, defects, disruptions or malfunctions and to ensure the functionality and reliability of all our existing healthcare IT solutions; (b) rebuild confidence in our healthcare IT solutions and brand image; and (c) defend against or settle any potential legal claims.

We enter into fixed-price contracts with our customers, and our failure to accurately estimate the resources and time required to perform these contracts could materially and adversely affect our business, results of operations and financial condition.

We typically enter into fixed-price contracts with our customers for our healthcare IT solutions and services. This requires us to accurately estimate the resources and time required in performing these contracts, such as required manpower, costs of necessary hardware or software products, and subcontractors’ expenses. We bear the risk of cost overruns and have to pay penalties for completion delays under these contracts, even if circumstances change. There may be various factors affecting the actual time taken and cost incurred by us in completing the contracts, including, among others, delay in supply of products and services by third party vendors, technical difficulties, lack of manpower and other unforeseeable problems and circumstances. Delay or cost overruns may result in lower profits or losses on these contracts. We cannot assure you that we will always be able to accurately estimate the resources and time required to complete our fixed-price contracts.

Most of our revenue is derived from competitive tendering or quotation.

We derive most of our revenue from contracts awarded through a competitive tender or quotation process. The growth of our business depends on our tendering or quoting successfully. Our existing customers are not under any contractual obligation to give us the first right for any future projects nor are they obliged to enter into any contracts with us or engage our services for their subsequent projects. We have to go through a new tender or quotation process with them for each new project. Even if we are awarded with the contract in the end, there is no assurance that the terms and conditions of the new contract will be substantially the same as the old one. New tender or quotation is more challenging as we are not familiar with the working style and underlying requirements of the new customers, thus our chances of success are more uncertain. For each new tender or quotation, there is no assurance that (i) we are able to meet the prerequisite requirements for tendering or quotation; (ii) we would be invited to or made aware of the tender or quotation process; (iii) the terms and conditions of the new contracts would be comparable to the existing contracts or commercially acceptable to us; and (iv) our tender or quotation would ultimately be selected by our existing or potential customer. In order to enhance our competitiveness in the tender or quotation process, we may have to agree to a contract price which is lower than our proposed tender price or quotation and/or offer more favorable terms to our customers. Even if we are prepared to do so, there is still no assurance that we will be awarded with the contract, thus we cannot guarantee that there will be sufficient new and sizeable projects in our pipeline to sustain our business and maintain or improve our current results of operations and financial conditions.

We provide healthcare IT solutions and services to our customers on a project-by-project basis which exposes us to the risk of uncertainty and potential volatility with respect to our revenue. 

We provide healthcare IT solutions and services to our customers on a project-by-project basis and this is not recurring in nature. The duration of our implementation projects ranges from six months to three years, and our customers typically engage us to provide technical and maintenance services for the solutions we delivered to them for two to ten years (including the warranty period). However, we cannot guarantee that our customers will continue to engage us for the technical and maintenance services or continue to provide us with new businesses. In general, we do not have long-term contracts with our customers that they will deploy our services for all their healthcare IT solutions needs, which create uncertainty to our future revenue streams. Our business and future revenue will likely be adversely affected if we are unable to secure new engagements from new customers or our existing customers do not continue to engage us.

It is also difficult to forecast future businesses from our customers. We provide customized healthcare IT solutions to meet the specific needs of our customers on a project-by-project basis. The contract sum is determined by various factors including complexity of the solutions, technical specification requirements, system configurations and our expected workload. As such, the revenue generated from each customer is different for each contract. The sustainability of our financial performance, including the number of projects undertaken, the total revenue contributed from the projects and revenue from each customer, is uncertain. Our financial performance may therefore fluctuate from year to year, and can be unpredictable.

We rely on our technical staff to develop, test, maintain and enhance our healthcare IT solutions.

Our technical team, including programmers, test engineers, and application support specialists, is responsible for developing, testing, and maintaining our core software-driven healthcare IT solutions, which generate substantially all of our profits. We are therefore heavily dependent on retaining our technical talents.

However, experienced technical talents in the healthcare IT solution industry are in high demand in Hong Kong, the PRC, and globally. Our competitors, as well as our customers, may solicit our technical employees. This could lead to a high turnover rate, which could be disruptive to our business.

Replacing departing technical staff or hiring new talents to support our growth plans could be difficult, costly and time-consuming. In addition, our customers may require us to maintain a stable technical team during the project execution. A failure to maintain the required technical team could be considered a contractual breach, damaging our relationships and requiring renegotiation or compensation.

If any of the foregoing happens, we may lose our customers, have to compensate our customers under relevant contract provisions or re-negotiate our existing contracts with our customers. As a result, our business may be severely disrupted and we may have to incur additional expenses to recruit, train and retain our technical staff.

Our business depends substantially on the continuing efforts of our management and other key personnel, as well as a competent workforce that supports our existing operations and future growth.

Our future success is heavily dependent on the continued contributions of our executive leadership, particularly the CEO, as well as our senior management team and key technical personnel. In particular, we rely on the expertise, experience and vision of our Executive Director and Chief Executive Officer, Mr. Yu, as well as other Executive Directors and members of our senior management team, who collectively possesses expertise across healthcare IT solutions and services, strategic planning, management, project management, tendering, business development, sales and marketing, customer relationship management, human resources and financial control. We also rely on the technical know-how and skills of other key personnel, including our key technical staff and technology supervisors. If any of our senior management or key personnel becomes unable or unwilling to continue to contribute their services to us, we may be unable to replace them easily or at all. As a result, our business may be severely disrupted and we may have to incur additional expenses to recruit, train and retain key personnel. All these may adversely affect our results of operations and financial condition. See “Management” for more details.

Our existing operations and future growth require a sizeable and competent workforce. We rely on our experienced business development staff, business analysts and health informatics analysts for our business aspects of technology and solution design as well as to anticipate and effectively respond to changing customer preferences and market trends. The effective operation of our own IT system and other back-office functions depends in part on our professional employees. However, our industry is characterized by high demand and intense competition for talents. In order to attract and retain talents, we may need to offer higher compensation, better training and more attractive career trajectory and other benefits to our employees, which may be costly and burdensome. We cannot assure you that we will be able to attract or retain qualified workforce necessary to support our current operation and future growth. We may fail to manage our relationship with our employees, and any disputes between us and our employees, or any labor-related regulatory or legal proceedings may divert management and financial resources, negatively impact staff morale, reduce our productivity as well as harm our reputation and future recruiting efforts. Moreover, as our business has grown rapidly, our ability to train and integrate new employees into our operations may not meet the increasing demands of our business.

We rely on our IT system and technological infrastructure. 

Our business operations and success depend on the stable performance of our IT system and technological infrastructure, which are used to, among others, communicate with our customers and vendors, develop healthcare IT solutions and monitor the performance of our healthcare IT solutions. Our IT system and technological infrastructure are vulnerable to a variety of events, including but not limited to telecommunication failures, power shortages, malicious human acts and natural disasters. If we experience any breakdown, malfunction or failure of our IT system and technological infrastructure, our services to our customers may be interrupted, thereby adversely affect our reputation, operation and financial results. If such interruption is frequent, it may diminish the demand for our healthcare IT solutions, which in turn will also affect our business and results of operations. As such, an extended breakdown or failure of our information technology systems could disrupt our operations and have an adverse effect on our business, financial condition and results of operations.

We may implement business strategies and future plans that may not be successful.

The successful implementation of our business strategies and future plans depends on a number of factors including general market conditions, government policies, the availability of funds, competition and our ability to retain and recruit competent employees. There is no assurance that our business strategies and future plans can be implemented effectively and successfully as some of these factors are beyond our control. If any implementation of these strategies and plans fails or is delayed, we may be adversely affected by investment expenses that have not led to the anticipated results, by the distraction of management from our core business or by damage to our brand or reputation. Moreover, if we fail to secure adequate funds in a timely manner, we may also be unable to pursue opportunities to expand our business. All these could adversely affect our business, results of operations and financial condition.

We may be unable to sustain our rapid growth or effectively manage our growth. 

Our revenue increased significantly by approximately [46.5]% from approximately HK$[39.1] million in the fiscal year ended March 31, 2023 to approximately HK$[57.3] million in the fiscal year ended March 31, 2024. However, our growth during this period may not be indicative of our future performance. Although we plan to continue to expand our scale of operations through investments in the research and development of new technologies and solutions, we may not grow at a rate comparable to our historical growth rate, either in terms of revenue or profit, and we may not be successful in maintaining or increasing overall profitability or generating positive cash flow going forward. Our future growth and our ability to sustain profitability are dependent on many factors, including, among others, growth of the healthcare IT solution industry in Hong Kong and the overseas market which we plan to expand into (such as Asia-Pacific Economic Cooperation (APEC) countries and the United Arab Emirates (UAE)), the market acceptance of our solutions, the profitability and strategic focuses of our customers and our ability to implement our business strategies, to effectively compete against existing and potential competitors and to improve our operational, financial, accounting and other internal systems and controls. Expansion of our business also requires capital commitments and could divert management resources away from our current business. There is no assurance that we can successfully implement our expansion plans or do so without straining our management resources.

 If we fail to compete effectively, we may lose customers, which could materially and adversely affect our business, results of operations and financial condition.

We face competition from other companies that focus on developing and commercializing IT solutions for healthcare institutions. We also compete with traditional IT providers that offer more general corporate software and services

We may face potential competition from global IT solution providers seeking to enter the Hong Kong market, whether independently or through strategic alliances and acquisitions of local software companies. While we have established a significant market presence in Hong Kong, we operate in a competitive industry. Some of our competitors and potential new entrants are larger companies with greater resources, and they may also choose to enter the healthcare IT sector. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, customer demands, industry standards and regulatory requirements. Moreover, our competitors may offer solutions that address customer needs at lower prices or with greater depth than our offerings. They could also develop and market new technologies with comparable functionality to our healthcare IT solutions, potentially compelling us to lower our prices in order to remain competitive.

If we are unable to effectively compete against these rivals, our customer base may decrease. To increase our competitiveness, we may be required to divert additional resources to promote our solutions and brand awareness, and such additional spending could adversely affect our profitability.

Overall, the competitive landscape poses significant risks that we must navigate skillfully to maintain our market position and financial performance.

Our operating margin may decline as a result of increasing labor, subcontracting, material and other indirect costs.

Our cost of sales is mainly comprised of project-related expenses, including employee benefit expenses, cost of computer hardware and software and subcontracting costs. We also incur indirect costs such as selling and administration costs, management costs and finance costs. These indirect costs can be affected by, among other things, increasing overhead for administration purposes and rising interest rates.

If labor, material, or other indirect costs increase, our subcontractors may pass on those higher costs to us by raising their subcontracting fees. These cost components are subject to unpredictable increases that are beyond our or our vendors’ control.

Our work with public hospitals exposes us to additional risks inherent in the government contracting environment.

Our customers include public hospitals which are governmental entities. Our government work carries various risks inherent in the government contracting process. These risks include, but are not limited to, the following:

The occurrences or conditions described above could affect not only our business with public hospitals, but also our business with certain private hospitals which obtain funding from the government, and could have a material adverse effect on our business or our results of operations.

We are generally required to provide cash deposits or bank guarantees to secure our performance under contracts with public hospitals which could affect our liquidity.

For projects awarded by public hospitals, we are generally required to provide cash deposits or bank guarantees in favor of our customers (which typically have to be backed by cash or other collateral and/or guarantees) to secure our performance under such contracts. The amount of cash deposit or bank guarantee required for each project is generally 2.0% to 6.0% of the total contract price for the implementation of the healthcare IT solutions under such project. As of March 31, 2024, we had provided cash deposits in the amount of HK$[5.3] million to our customers for this purpose.

A high amount of cash collateral to secure our performance under contracts may adversely affect our liquidity position. If we fail to provide the cash deposits or bank guarantees required under the contracts with our customers, our customers will have the right to terminate such contracts with us. The termination of such contracts could materially and adversely affect our business, results of operations, and financial condition.

Furthermore, if we fail to perform any of our obligations under the contracts, our customers have the right to deduct any amount which they wish to claim from us, even if we believe they have no grounds for such deductions. Under such circumstances, we may have to divert attention to claim back the deducted amount, which may hurt our relationship with such customers and reduce their demand for our services.

Our customers may omit certain contract works by variation orders which can cause the total contract sum of that project to be reduced.

Our project contracts generally have provisions empowering our customers to give instructions to vary the contract works by the issuance of variation orders, which we are obliged to follow. Such variation orders could relate to the addition, modification or omission of the contract works. For any cancellation of contract works, the total contract sum of that project will be reduced based on the relevant contract terms. If a customer omits or reduces a substantial amount of contract works resulting in a significant reduction of the total contract sum of a high-value sizeable project accounting for a significant portion of our revenue, our business, results of operations and financial conditions may be adversely affected.

Our contracts may be suspended, modified or terminated by our customers at their discretion and our contract value may not be recognized timely, or at all.

The contract value of a project represents the amount that we expect to receive under the terms of the contract, assuming such contract is performed in accordance with its terms. We determine the amount of our contract value based on this assumption, but it may not accurately reflect our actual future earnings.

Our project contracts typically provide our customers have the right to change or delay the project timetables, as well as to suspend or terminate the contract in whole or in part by giving us one-month prior written notice at their own discretion. We cannot assure you that we will not be subject to any material suspension, modification, termination or cancellation of contracts by our customers in the future. Such material suspension, modification, termination or cancellation may have a material adverse effect on our results of operations.

Moreover, we also cannot guarantee that our contract value will be recognized timely, or at all, or that the recognized amount will result in profits. Given these uncertainties, we caution you not to fully rely on our contract value information presented herein as an indicator of our future results of operations and earnings.

Our independent registered public accounting firm expressed substantial doubt regarding our ability to continue as a going concern, which requires that we obtain sufficient funding to finance our operations.

Our financial statements appearing at the end of this prospectus have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of these uncertainties related to our ability to operate on a going concern basis.

Our independent registered public accounting firm included an explanatory paragraph in its audit report on our financial statements as of and for the year ended March 31, 2024, stating that [we recorded net current liabilities and a working capital deficit of US$1,165,801 and an operating cash outflow of US$541,038. During the year ended March 31, 2024, the Company also declared a constructive dividend of $5,256,169. These events raised substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to raise additional capital and negotiate with our banks for them not to exercise repayment on demand clauses with respect to bank borrowings of $1,773,902 and $1,119,690 out of total bank and other borrowings of $4,722,400, which are otherwise scheduled to mature in 2028 and 2034, respectively.

We are exposed to the risk of leakage of customers and their patients’ information and data.

We do not collect or store any confidential information regarding our customers or their patients.  However, we may have access to certain proprietary or confidential information pertaining to our customers or their businesses and patients while performing duties for them. We enter into confidentiality agreements with our employees who have access to such information and data. The confidentiality agreements legally obligate the employees not to reveal any of our confidential information, including information related to our customers, their businesses, or their patients, to any third parties. We also generally require our customers to desensitize any data they provide us for data analysis, further processing, or research and development purposes.

Despite our efforts to safeguard customers’ and their patients’ information and data, there is no guarantee that we can successfully prevent information and data leakage. Any failure or perceived failure of our privacy-related obligations to customers, their patients, or other third parties or under any privacy laws or regulations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other customer data, may result in governmental enforcement actions, litigation or public statements against us by our customers, their patients or other third party.

We are exposed to credit risks of our customers and our outstanding trade receivables remain at a relatively high level.

Our business operations are subject to the risk of payment deferrals and/or defaults by our customers. For our software development services, most of our contracts provide for progress payments from our customers based on project milestones, such as delivery, installation and testing of our healthcare IT solutions. Although some contracts include deposits or advance payments, others, particularly those with public hospitals, generally do not provide for any advance payment after the signing of contracts.

However, we incur costs associated with a project, primarily including labor and overhead cost, professional indemnity insurance fees, costs of hardware and software costs, and subcontracting fees in advance of the first milestone payment from our customers during the first three to four months following the commencement of a project. As a result, we are required to make prepayments for certain project costs and expenses before receiving sufficient payments from our customers.

During the fiscal years ended March 31, 2023 and 2024, our trade and other receivables amounted to approximately HK$[19.6] million and HK$[37.0] million, respectively. We are thus exposed to the risk that customers may delay or maybe unable to pay us when milestones are reached or upon completion of contracts, which may put our cash flow and working capital under pressure.

We cannot assure you that we will be able to fully recover the outstanding amounts due from our customers in a timely manner pursuant to the payment schedules listed in our contracts, or at all. If we fail to receive such outstanding amounts from our customers in full or in a timely manner, or at all, our liquidity may be adversely affected. This, in turn, will hamper our ability to (i) invest in the research and development of healthcare IT solutions and/or to pursue our other growth strategies as planned; and (ii) meet our payment obligations.

Our business may be subject to seasonal effects, which may adversely affect our liquidity and results of operations in certain seasons.

Our business generally experiences some effects of seasonal variations. Some of our customers tend to enter into contracts with us and/or conduct the inspection and other procedures for acceptance of our services in the fourth quarter of their fiscal year. This is often due to their internal procurement procedures and approval and payment process. As a result, we may experience a fluctuation in our revenue, with higher revenue generated in the fourth quarter compared to other quarters. This seasonality factor may cause seasonal fluctuations in our financial results, which may adversely affect our liquidity and results of operations in certain seasons.

Social, economic, political and legal developments or instability, as well as any changes in government policies, in Hong Kong and the PRC could materially and adversely affect our business, results of operations, financial condition and business prospects.

Our business operations are located in Hong Kong with our back office for program and software development in the PRC, and all our customers being public and private hospitals in Hong Kong. Consequently, our business, results of operations, financial condition and business prospects are significantly exposed to the social, economic, political and legal developments in Hong Kong and the PRC. The uncertainties in these areas include, but are not limited to, the risks of war, regional conflicts, terrorism, extremism, nationalism, contract nullification, changes in interest rates, imposition of capital controls, foreign ownership restrictions and international sanctions. Additionally, changes in government policies or introduction of new rules or regulations concerning our industry (such as minimum wage) and tax methods pose risks.

Particularly, events with adverse impact on investors’ confidence and risk appetites, such as general deterioration of the economy in Hong Kong and/or the PRC, mass civil disobedience movements (such as strikes and industrial actions), significant fluctuations in the stock exchange, deterioration of political relations or tightening of foreign investment may lead to a reduction in investment/development in the healthcare sector.

Our directors anticipate that Hong Kong will continue to be the bases of our business operations in the near future and our back office for program and software development continue to be located in the PRC, and we may expand into Asia-Pacific Economic Cooperation (APEC) countries and the United Arab Emirates (UAE). As open economies, these countries’ domestic economics are affected by many other unpredictable factors such as global economic, social, legal and political developments and changes in local and international economic and political situations.

Changes in the existing government policies, economic conditions, social and political situations, and the business environment in Hong Kong, the PRC, Asia-Pacific Economic Cooperation (APEC) countries, and the United Arab Emirates (UAE), some of which are beyond our control, may pose risks to our operations and might lead our customers to reduce, delay or eliminate spending on existing projects. These scenarios would have a negative effect on our business operations. Specifically, our business and results of operations could be materially and adversely affected by changes in laws and regulations concerning the healthcare and IT industries, foreign investment, foreign labor, taxation and ownership and expropriation of property, as well as environmental or health and safety matters in these regions.

Any deterioration in the market conditions in the healthcare IT solution industry in Hong Kong may affect our business, results of operations, financial condition and business prospects.

All of our projects are currently located in Hong Kong. The future growth and level of profitability of the healthcare IT solution industry in Hong Kong depend primarily upon the continuation of investment in the healthcare industry, the nature, extent and timing of which will be determined by the interplay of a variety of factors. These factors include the level of investment in both public and private hospitals, as well as the general conditions and prospects of the local economy.

There are also many other factors affecting the healthcare IT solution industry in Hong Kong, including (i) general political, economic, financial and social developments in Hong Kong; (ii) fluctuations in interest rates; (iii) availability of skilled labor; (iv) local government policies; and (v) cyclical trends of the regional and global economies. If the healthcare IT solution industry in Hong Kong declines for any reason, our business, results of operations, financial condition and future prospects could be adversely affected.

Given the significant concentration of our operations in Hong Kong, we are highly exposed to the risks and uncertainties associated with the local market. Our performance is closely tied to the overall health and growth dynamics of the Hong Kong healthcare sector and the broader economic environment.

We depend on third party vendors.

We rely on third party vendors to provide us with hardware and software products and technical support services to support our business operation. In the fiscal year ended March 31, 2023 our five largest vendorsincluded Technergy Solutions Limited, Hangzhou Century Company Limited, Agilizing Limited, Tri-soft Media Company Limited and DXC Technology Enterprises Services (Hong Kong) Limited. Collectively, purchases attributed to these vendors accounted for approximately [64.2]% of our total purchases during such year. In the fiscal year ended March 31, 2024, our five largest venders included Technergy Solutions Limited, Hangzhou Century Company Limited, Agilizing Limited, Tri-soft Media Company Limited and Qingdao E-Lianhome Technology Company Limited. Collectively, purchases attributed to these vendors accounted for approximately [74.9]% of our total purchases during such year. Furthermore, purchases attributed to our largest vendor, Technergy Solutions Limited accounted for approximately [20.6]% and [28.4]% of our total purchases during the fiscal years ended March 31, 2023 and 2024, respectively.

We have not entered into any long-term contract with our vendors, and we generally do not carry significant inventories. As a result, we do not have a guaranteed supply of these products and services. If any of our vendors were to cease, suspend or limit production or shipment of these products to us, or cease, suspend or limit their services provided to us, or adversely modify supply terms or pricing, our ability to successfully implement solutions or provide our services may be materially impaired. We cannot assure you that we will be able to obtain these products and services or acceptable substitutes from alternative suppliers on commercially reasonable terms or at all.

Moreover, there may be design or manufacturing defects in third party products, or the services provided may be incompetent, all of which may adversely affect the performance of our healthcare IT solutions. We cannot assure you that all such defects and incompetency could be detected and resolved before we deliver our solutions to our customers. If we deliver substandard solutions to our customers, our customers may require us to extend the warranty period, reduce our fees or indemnify them. They may also initiate legal proceedings against us. These issues could increase our costs and damage our market reputation.

Our operating results could be materially harmed if we are unable to accurately forecast consumer demand for our healthcare IT solutions and services and adequately manage our inventory.

To ensure adequate inventory supply, we must forecast inventory needs and expenses and place orders sufficiently in advance with our suppliers based on our estimates of future demand for our healthcare IT solutions and services. Our ability to accurately forecast demand for our healthcare IT solutions and services could be affected by many factors, including an increase or decrease in customer demand for our healthcare IT solutions and services or for healthcare IT solutions and services of our competitors, healthcare IT solutions and services introduced by our competitors, unanticipated changes in general market conditions, effects of any pandemic and the weakening of economic conditions or consumer confidence in future economic conditions.

If we fail to accurately forecast customer demand, we may experience excess inventory levels or a shortage of hardware or software for use in our healthcare IT solutions. Inventory level in excess of customer demand may result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices, which would cause our gross margin to suffer. Conversely, if we underestimate client demand for our healthcare IT solutions and services, our suppliers may not be able to timely deliver products to meet our requirements and may cause delays in the delivery of our healthcare IT solutions and services, and this could result in damage to our brand and customer relationships and adversely affect our reputation, revenue and operating results.

Any failure to protect our intellectual property rights may adversely affect our business and reputation.

We regard our copyrights, patents, trademarks and other intellectual properties as critical to our success. We rely on a combination of copyright, patent and trademark laws, trade secrets protection, restrictions on disclosure and other agreements that restrict the use of our intellectual properties to protect these rights. As of the date of this prospectus, we have registered three domain names, three trademarks and two patents in Hong Kong; and one software copyright in the PRC. Although we have included confidentiality provision in the employment contracts with our technical staff, we cannot assure you that these confidentiality agreements will not be breached, that we will have adequate remedies for any breach, or that our proprietary technology, know-how or other intellectual properties will not otherwise become known to third parties. Despite our efforts to protect our intellectual properties, third parties may still manage to acquire or otherwise misappropriate our intellectual properties without authorization. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors.

Implementing a mechanism to monitor and detect unauthorized use of our intellectual properties typically requires a high cost, and this mechanism may be inadequate to fully detect all intellectual property misappropriations. We will not be able to protect our intellectual properties if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual properties. Furthermore, defending ourselves against intellectual property infringements through litigations can be costly and may involve intensive work. There is no guarantee that we may obtain favorable judgments in these actions. Even if we manage to obtain such favorable judgments, there is no guarantee that our intellectual property rights will be enforced effectively to prevent any unauthorized use by others. Moreover, for those proprietary technologies not yet protected by intellectual property rights registered with the relevant competent governmental authorities in Hong Kong or other relevant jurisdictions, third parties may obtain and use these technologies. In addition, any intellectual property rights that we obtain may be challenged by others or invalidated through administrative processes or litigations.

Our inability to protect our proprietary technologies against unauthorized copying or use could delay further sales or the implementation of our healthcare IT solutions, impair the functionality of our solutions, delay introductions of new solutions or result in the use of inferior or more costly technologies in our solutions as substitutes, which may adversely affect our reputation, business, financial condition and results of operations.

Third parties may claim that we infringe their intellectual property rights, which could cause us to incur significant legal expenses and prevent us from promoting our healthcare IT solutions.

As we face increasing competition, we also face a higher risk of being the subject of intellectual property infringement claims. Our customers are entitled to the intellectual property rights for the customized healthcare IT solutions we develop for them. We also rely on intellectual properties owned by third parties for some software development through licensing arrangements. We have used our best efforts to implement many procedures to ensure compliance with intellectual property laws, and we were not involved in any intellectual property infringement actions brought by third parties in Hong Kong and/or the PRC that would have a material adverse effect on our results of operations during the fiscal years ended March 31, 2023 and 2024 and up to the date hereof. However, there is no guarantee that third-party right holders will not assert intellectual property infringement or other related claims against us in the future.

Defending against intellectual property claims is costly and can impose a significant burden on our ability to develop, launch and sell our healthcare IT solutions. While we have taken measures to avoid infringement, we cannot provide assurance that our use of third-party intellectual property or our own proprietary technology does not and will not infringe on the rights of others. Any intellectual property litigation or claims brought against us, whether successful or not, could be extremely costly to defend, divert our management’s attention and other resources.

We rely on data collected from the databases of our customers to operate the customized healthcare IT solutions we develop for them, and any severe limitation in permission to access to their databases could diminish the functions of our solutions.

Our customized healthcare IT solutions, in particular our Internet of Medical Things solutions, rely on the medical data acquired from the hospital information systems or other databases of our customers. As such, if our customers forbid or severely limit our access to their hospital information systems or other databases or if the quality of the medical data acquired from the existing databases are not as good as expected, our solutions may not function well or even fail. Any failure that interrupts our ability to provide solutions to customers could significantly reduce the attractiveness of our solutions to customers and reduce the demand for our solutions.

We may be unable to receive the full amount of contract assets.

Contract assets represent our right to the consideration in exchange for goods and services transferred to our customers. These contract assets are recognized as revenue earned from our healthcare IT solutions and services at the time our work is performed, however our actual receipt of consideration from our customers is conditioned on our customers’ acceptance of our work.

As of March 31, 2023 and 2024, we had contract assets of US$152,573 and US$570,533, respectively. During the six months ended September 30, 2024 $0.3 million of the contract assets we held as of March 31, 2024 were billed and reclassified as trade receivables. The remainder of such contract assets were billed and reclassified as trade receivables during October 2024 and, as of the date of this prospectus, 100% of such trade receivables have been paid. However, we cannot assure you that we will always be able to receive payments for the full amount of contract assets for our work because our healthcare IT solutions may not be fully accepted by our customers.

Negative publicity about us, our healthcare IT solutions, operations and our management may adversely affect our reputation and business.

We may from time to time receive negative publicity about our Group, our business, our management or our healthcare IT solutions. Such negative publicity may result from malicious harassment or unfair competition actions by third parties. We may even be subject to government or regulatory investigation due to this third-party conduct, which could require us to spend significant time and incur additional costs to defend ourselves against the allegations, without being able to conclusively refute each of the allegations within a reasonable period of time, or at all.

Our reputation and customer confidence in our healthcare IT solutions may also be damaged due to the misconduct of our employees or any third parties with whom we conduct business. As a result of such negative publicity, our reputation may be materially and adversely affected as a result of any negative publicity, which in turn may cause us to lose market share, customers and business partnerships.

Future strategic alliances or investments may have a material and adverse effect on our business, reputation and results of operations.

In order to implement our growth strategies, we may pursue investments and strategic alliances (including joint ventures or minority equity investments) from time to time. These acquisitions and alliances could subject us to a number of risks, including risks associated with sharing proprietary information, non-performance by our business partners and increased expenses in establishing new strategic alliances, any of which may materially and adversely affect our business. We may have limited ability to monitor or control the actions of these business partners and, to the extent any of these business partners attracts negative publicity, our association with them may also harm our reputation.

We may acquire additional assets, products, technologies or businesses that will complement or have synergistic benefit on our current business. However, future acquisitions and the subsequent integration of such new assets and businesses into our own may divert the attention of our management and result in a diversion of resources from our existing business. Acquired assets or businesses may not generate the financial results we expect. Acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, the occurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant.

In addition to potential shareholder approvals, we may need to obtain approvals and licenses from relevant government authorities for the acquisitions and to comply with any applicable laws and regulations in which the acquired targets operate.

Our current insurance coverage may not sufficiently protect us against all the risks we are exposed to and the insurance premium may increase.

There can be no assurance that our current insurance will cover all our risks or adequately protect us against all liabilities arising from claims and litigation against us. We will have to bear any losses, damages or liabilities in the course of our operations arising from events for which we do not have adequate insurance coverage. Further, the insurance premium payable by us depends on various factors, including the scope and contract sum of the projects undertaken by us and our insurance claim track record. There is no assurance that the insurance premium payable by us will not increase or that our insurance coverage will not be reduced in the future. If we were held liable for uninsured losses, the amounts of claims for insured losses exceed the limits of our insurance coverage or the insurance premium payable by us increases significantly, our business, results of operations and financial condition may be materially and adversely affected.

Natural disasters and other catastrophic events beyond our control could adversely affect our business operations and financial performance.

The occurrence of one or more other natural disasters, such as fires, hurricanes, tornados, tsunamis, floods and earthquakes; geo-political events, such as civil unrest in a country in which our suppliers are located or terrorist or military activities disrupting transportation, communication or utility systems, or other highly disruptive events, such as nuclear accidents, pandemics, unusual weather conditions or cyberattacks, could adversely affect our operations and financial performance. These events could result in, among other things, operational disruptions, physical damage to or destruction or disruption of one or more of our properties or properties used by third parties in connection with the supply of products or services to us, the lack of an adequate workforce in parts or all of our operations and communications and transportation disruptions. These factors could also cause consumer confidence and spending to decrease or result in increased volatility in the United States, Hong Kong and global financial markets and economy. Such occurrences could have a material adverse effect on us and could also have indirect consequences such as increases in the costs of insurance if they result in significant loss of property or other insurable damage.

We may need to raise additional capital required to grow our business, and we may be unable to raise capital on terms acceptable to us or at all.

Growing and operating our business will require significant cash outlays and capital expenditures and commitments. Although we expect that our current cash and cash equivalents, anticipated cash flows from operating activities and the proceeds from this offering will be sufficient to meet our anticipated working capital requirements and capital expenditures in the ordinary course of business for at least 12 months following this offering, there is a risk that we may need additional cash resources to fund our growth plans or if we experience adverse changes in business conditions or other developments. We may also need additional cash resources in the future if we find and wish to pursue opportunities for new investments, acquisitions, capital expenditures or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we will need to seek additional capital, potentially through equity or debt financing, to fund our growth. Our ability to access the credit and capital markets in the future as a source of liquidity, and the borrowing costs associated with such financing, are dependent upon market conditions. In the event of a sustained market deterioration, and continued declines in revenues, we may need additional liquidity, which would require us to evaluate available alternatives and take appropriate actions. We cannot provide any assurance that we will be able to obtain additional sources of financing or liquidity in amounts or on terms acceptable to us, or at all.

In addition, we have agreed with the underwriter, for a period of 180 days from the date of this prospectus, subject to certain exceptions not to (x) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares (other than the registration statement containing the resale prospectus), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the ordinary shares or any such other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of ordinary shares or such other securities, in cash or otherwise, without the prior written consent of the underwriter. The existence of this provision may delay or prevent us from raising additional capital for the 180-day period following this offering. In addition, any equity securities we issue, including any preferred stock, may be on terms that are dilutive or potentially dilutive to our stockholders, and the prices at which new investors would be willing to purchase our securities may be lower than the offering price per share of our shares in this offering. The holders of any equity securities we issue, including any preferred stock, may also have rights, preferences or privileges which are senior to those of existing holders of our shares. If new sources of financing are required, but are insufficient or unavailable, we will be required to modify our growth and operating plans based on available funding, if any, which would harm our ability to grow our business.

Our executive officers have no prior experience in operating a U.S. public company, and their inability to operate the public company aspects of our business could harm us.

Our executive officers have no experience in operating a U.S. public company, which makes our ability to comply with applicable laws, rules and regulations uncertain. Our failure to comply with all laws, rules and regulations applicable to U.S. public companies could subject us or our management to regulatory scrutiny or sanction, which could harm our reputation and share price.

If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence and the market price of our ordinary shares may be materially and adversely affected.

Prior to the completion of this offering, we have been a private company with limited accounting personnel resources. Furthermore, prior to this offering, our management has not performed 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. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud.

Our internal controls relating to financial reporting have not kept pace with the expansion of our business. Our financial reporting function and system of internal controls may be less developed in certain respects than those of similar companies that operate in Hong Kong and the PRC and may not provide our management with as much or as accurate or timely information. The Public Company Accounting Oversight Board, or PCAOB, has defined a material weakness as “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 the annual or interim statements will not be prevented or detected on a timely basis.”

Our failure to implement and maintain effective internal controls over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, which may result in volatility in and a decline in the market price of our ordinary shares.

Upon the completion of this offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F. In addition, if we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting on an annual basis. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may be unable to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally speaking, if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our ordinary shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud, misuse of corporate assets and legal actions under securities laws and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions.

We will be subject to changing laws, rules and regulations in the U.S. regarding regulatory matters, corporate governance and public disclosure that will increase both our costs and the risks associated with non-compliance.

Following this offering, we will be subject to rules and regulations by various governing bodies and self-regulatory organizations, including, for example, the SEC and the NASDAQ, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Moreover, as these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalties and our business may be harmed.

We may be subject to currency fluctuation risk. The functional currency (HK$) and reporting currency (US$) may not represent the actual foreign exchange conversion rate.

Our revenue and business operations are denominated in Hong Kong dollars. Whilst the Hong Kong dollar and the U.S. dollar are pegged, there is no assurance that the Hong Kong dollar and U.S. dollar peg will remain unchanged, or such exchange rates will not fluctuate widely against Hong Kong dollar, U.S. dollar or any other foreign currency in the future. The figures presented in US$ in this prospectus is based on a theoretical conversation rate of Hong Kong dollar to U.S. dollar. This does not represent or imply any guarantee that Hong Kong dollar can be converted into U.S. dollar on such exchange rate.

Further, our two subsidiaries are in Mainland China. Fluctuations in the exchange rate of Renminbi against Hong Kong dollar, U.S. dollar and other foreign currencies are affected by, among other things, the policies of the PRC Government and changes in China’s and international political and economic conditions. The conversion and remittance of foreign currencies are subject to PRC foreign exchange regulations. As we may convert our revenue in Hong Kong dollar into other currencies to meet our foreign currency obligations, such as payments of our costs and operations, there is no assurance that we will have sufficient foreign exchange to meet these requirements.

The economic, political and social conditions of the PRC as well as its government policies may adversely affect our business and results of operations.

We have two subsidiaries in Mainland China, which provide us, with internal program and software development without any other substantial operations, and have not generated any other income domestically in Mainland China. As such, our business and results of operations may indirectly be adversely affected by changes in political, economic and social conditions or the relevant policies of the PRC government, such as changes in laws and regulations (or the interpretations thereof), measures which might be introduced to control inflation, changes in the rate or method of taxation, the imposition of additional restrictions on currency conversion and the imposition of additional export restrictions. We can offer no assurance that the PRC government will continue to pursue a policy of economic and social reform. The policies and other measures taken by the PRC government to regulate the PRC economy and social condition may affect our operating and financial results.

There are political risks associated with conducting business in Hong Kong and in the PRC that could adversely impact our business operations, our financial position, our liquidity, our ability to fund and expand our business and the market price of our ordinary shares.

Any adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, as well as significant natural disasters, may affect the market and adversely affect the business operations of Ultra High Point (HK), Grandwon, Thingsocket and Sun Pacific. Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems.” However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. Since the operation of Ultra High Point (HK), Grandwon, Thingsocket and Sun Pacific are based in Hong Kong, any change of such political arrangements may pose immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial positions.

Under the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China, Hong Kong is exclusively in charge of its internal affairs and external relations, while the PRC government is responsible for its foreign affairs and defense. As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. Based on certain recent developments, including the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region issued by the Standing Committee of the PRC National People’s Congress in June 2020, the U.S. State Department has indicated that the United States no longer considers Hong Kong to have significant autonomy from Mainland China and at the time President Trump signed an executive order and Hong Kong Autonomy Act, or HKAA, to remove Hong Kong’s preferential trade status and to authorize the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. The United States may impose the same tariffs and other trade restrictions on exports from Hong Kong that it places on goods from Mainland China. These and other recent actions may represent an escalation in political and trade tensions involving the U.S, Mainland China and Hong Kong, which could potentially harm our business to the extent that any such changes impact tourism to the venues where we now or in the future operate our business.

Given the relatively small geographical size of Hong Kong, any of such incident may have a widespread effect on Ultra High Point (HK), Grandwon, Thingsocket and/or Sun Pacific’s business operations, which could in turn adversely and materially affect our business, results of operations and financial condition. It is difficult to predict the full impact of the HKAA on Hong Kong and companies with operations in Hong Kong like us. Furthermore, legislative or administrative actions in respect of China-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price of our ordinary shares could be adversely affected.

The Company may rely on dividends and other distributions on equity paid by Ultra High Point (HK), Grandwon, Thingsocket, Sun Pacific and/or Clinic First to fund any cash and financing requirements it may have, and any limitations or restrictions, prohibitions, interventions or limitations by the PRC government on the ability of the Company or Ultra High Point (HK) or Grandwon or Thingsocket or Sun Pacific or Clinic First to transfer cash or assets in or out of Hong Kong may result in these funds or assets not being available to fund operations or for other uses outside of Hong Kong, which could affect the ability of Ultra High Point (HK) or Grandwon or Thingsocket or Sun Pacific or Clinic First to make payments to the Company, which in turn could have a material and adverse effect on our business.

Within our structure, funds from foreign investors can be directly transferred to their incorporation place of subsidiaries by way of capital injection or in the form of a shareholder loan from the Company following this offering. As a holding company, we may rely on dividends and other distributions on equity paid by our Operating Subsidiaries for our cash and financing requirements. We are permitted under the laws of the Cayman Islands and our Amended and Restated Memorandum and Articles of Association to provide funding to our Operating Subsidiaries through loans and/or capital contributions. Our Operating Subsidiaries are permitted under the laws of their place of incorporation (as the case may be) to issue cash dividends to us without limitation on the size of such dividends. However, if any of our Operating Subsidiaries incur debt on their own behalf, the instruments governing such debt may restrict their ability to pay dividends. We do not maintain cash management policies or procedures with respect to the size or means of such transfers.

Hangzhou Lianxuntong and Hangzhou Jigaodian, our subsidiaries in Mainland China, are subject to restrictions on paying dividends or making other payments to us or our Operating Subsidiaries. Currently and in the foreseeable future, Hangzhou Lianxuntong and Hangzhou Jigaodian solely serve and will continue to solely serve for our system development, and do not and will not have substantial operations nor generate any revenue. However, if Hangzhou Lianxuntong and Hangzhou Jigaodian engage in any revenue generating activities in the future, the PRC regulations permit our Hangzhou Lianxuntong and Hangzhou Jigaodian to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, Hangzhou Lianxuntong and Hangzhou Jigaodian are required to set aside at least 10% of its accumulated profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital. Hangzhou Lianxuntong and Hangzhou Jigaodian, our Mainland China subsidiaries, may also, at the respective subsidiary’s discretion, allocate a portion of its after-tax profits based on its articles of association and PRC accounting standards to certain reserve funds. These reserves are not distributable as cash dividends. Furthermore, if our Operating Subsidiaries in the PRC incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Any limitation on the ability of our Mainland China subsidiary to distribute dividends or to make payments to us may restrict our ability to satisfy our future liquidity requirements.

In addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends payable by PRC companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises are incorporated.

If Hangzhou Lianxuntong and Hangzhou Jigaodian would have engaged in any revenue generating activities in the future, and if we or our subsidiaries are deemed by the PRC tax authorities as a PRC tax resident enterprise for tax purposes, any dividends we pay to our non-PRC resident shareholders may be regarded as China-sourced income and as a result, may be subject to PRC withholding tax at a rate of up to 10.0%. Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be reduced to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC entity. However, the 5% withholding tax rate does not automatically apply and certain requirements must be satisfied, including, without limitation, that (a) the Hong Kong entity must be the beneficial owner of the relevant dividends; and (b) the Hong Kong entity must directly hold no less than 25% share ownership in the PRC entity during the 12 consecutive months preceding its receipt of the dividends. In practice, a Hong Kong entity must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot be certain that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to any dividends to be paid by Hangzhou Lianxuntong and Hangzhou Jigaodian to our Operating Subsidiaries in Hong Kong. Moreover, our Operating Subsidiaries in Hong Kong may be subject to additional restrictions and government regulations if the Chinese government were to impose new laws and regulations or exert more control over our Hong Kong’s business activities.

PRC regulation on loans to, and direct investment in, PRC entities by offshore holding companies and governmental control in currency conversion may delay or prevent us from making loans to or making additional capital contributions to our Hangzhou Lianxuntong and Hangzhou Jigaodian, our Mainland China subsidiaries. Any funds we transfer to Hangzhou Lianxuntong and Hangzhou Jigaodian, either as a shareholder loan or as an increase in registered capital, are subject to approval by or registration with relevant governmental authorities in China. According to the relevant PRC regulations on foreign invested enterprises in China, capital contributions to Hangzhou Lianxuntong and Hangzhou Jigaodian are subject to the registration with the State Administration for Market Regulation or its local counterpart and registration with a local bank authorized by the SAFE. In addition, (i) any foreign loan procured by Hangzhou Lianxuntong and Hangzhou Jigaodian are required to be registered with the SAFE or its local branches and (ii) any of Hangzhou Lianxuntong and Hangzhou Jigaodian may not procure loans which exceed the difference between its total investment amount and registered capital or, as an alternative, only procure loans subject to the calculation approach and limitation as provided by the People’s Bank of China. Additionally, any medium or long-term loans to be provided by us to Hangzhou Lianxuntong and Hangzhou Jigaodian must be registered with the National Development and Reform Commission and SAFE or its local branches. We may not be able to obtain these government approvals or complete such registrations in a timely manner, or at all, with respect to future capital contributions or loans by us to Hangzhou Lianxuntong and Hangzhou Jigaodian. Moreover, Hangzhou Lianxuntong and Hangzhou Jigaodian may be subject to additional restrictions and government regulations if the Chinese government were to impose new laws and regulations or exert more control over Hong Kong’s business activities. If we fail to receive such approvals or complete such registration or filing, our ability to use the proceeds of future offerings to capitalize our PRC operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business.

SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises, or SAFE Circular 19, effective on June 1, 2015 and was amended on December 30, 2019, in replacement of the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the Administration of Foreign Exchange Businesses, and the Circular on Further Clarification and Regulation of the Issues Concerning the Administration of Certain Capital Account Foreign Exchange Businesses. According to SAFE Circular 19, the flow and use of the RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of bank loans that have been transferred to a third party. Although SAFE Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested enterprise to be used for equity investments within the PRC, it also reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. Thus, it is unclear whether the SAFE will permit such capital to be used for equity investments in the PRC in actual practice. The SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or SAFE Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in SAFE Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to grant loans to non-associated enterprises. Violations of SAFE Circular 19 and SAFE Circular 16 could result in administrative penalties. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to transfer any foreign currency it holds, including the net proceeds from the offering to Hangzhou Lianxuntong and Hangzhou Jigaodian, which may adversely affect our liquidity and our ability to fund and expand our business in the PRC. On October 23, 2019, SAFE issued the Notice of the State Administration of Foreign Exchange on Further Facilitating Cross-border Trade and Investment, or “SAFE Circular 28,” which, among other things, expanded the use of foreign exchange capital to domestic equity investment area. Non-investment foreign-funded enterprises are allowed to lawfully make domestic equity investments by using their capital if (i) such investments do not violate the current Negative List and (ii) the domestic investment projects are authentic and are in compliance with relevant regulations. However, since SAFE Circular 28 is newly promulgated, it is unclear how SAFE and competent banks will carry it out in practice.

In light of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans or future capital contributions by us to Hangzhou Lianxuntong and Hangzhou Jigaodian. If we fail to complete such registrations or obtain such approvals, our ability to capitalize or otherwise fund our PRC subsidiary may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

The HFCA Act, which was enacted on December 18, 2020, stated that if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit the company’s shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC.

On November 5, 2021, the SEC approved the PCAOB’s Rule 6100, Board Determinations Under the HFCA Act, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCA Act, whether it is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.

On December 16, 2021, PCAOB announced the PCAOB determinations relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in the PRC and dependency of the PRC, because of a position taken by one or more authorities in the PRC. The PCAOB determinations provide that if the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in the PRC and dependency of the PRC, because of a position taken by one or more authorities in the PRC, it could result in the prohibition of trading in our securities by not being allowed to list on a U.S. exchange, and as a result an exchange may determine to delist our securities, which would materially affect the interest of our investors.

On August 26, 2022, the PCAOB signed a Statement of Protocol, or the SOP, Agreement with the CSRC and China’s Ministry of Finance. The SOP, together with two protocol agreements governing inspections and investigations, or the SOP Agreements, establish 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. Under the SOP Agreements the PCAOB shall have independent discretion to select any firms for inspection or investigation and has the unfettered ability to retain any information as needed. On December 15, 2022, the PCAOB announced that it has completed a test inspection of two selected auditing firms in Mainland China and Hong Kong and has voted to vacate its previous Determination Report, which concluded in December 2021 that the PCAOB could not inspect or investigate completely registered public accounting firms based in Mainland China or Hong Kong. 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 could be subject to a trading prohibition on U.S. markets pursuant to the HFCA Act.

In December 2022, the Consolidated Appropriations Act, 2023 (the “CAA”) took effect, which, among other things, amended the HFCAA to reduce from three to two the number of consecutive years an issuer can be identified as having a “non-inspection year” before the SEC must impose trading prohibitions on the issuer’s securities

Our auditor, WWC, the independent registered public accounting firm that issued the audit report included in this prospectus, is registered with the PCAOB and subject to inspections by the PCAOB on a regular basis with the last inspection in November 2021. WWC’s office is headquartered at 2010 Pioneer Court, San Maleo, CA 94403, USA.

We will be required to comply with these rules if the SEC identifies us as having a “non-inspection” year, which would increase the burden on us to comply with the requirements, assuming we are able to comply.

During the prior fiscal years ended March 31, 2024 and 2023, including through the date of this prospectus, our auditor does not have any documentation related to their audit reports located in the PRC. However, to the extent that our independent registered public accounting firm’s audit documentation related to their audit reports for the Company may be located in the PRC, the PCAOB may not be able to inspect such audit documentation and, as a result, you may be deprived of the benefits of such inspection.

Although our auditors are not located in Mainland China or Hong Kong, if we change auditors and they are subsequently located in Mainland China or Hong Kong and the PCAOB is unable to inspect or investigate completely our auditor, it could result in the prohibition of trading in our securities by not being allowed to list on a U.S. exchange, and as a result an exchange may determine to delist our securities, which would materially affect the interest of our investors.

The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region, or the Hong Kong National Security Law, could impact our Hong Kong subsidiary.

On June 30, 2020, the Standing Committee of the PRC National People’s Congress adopted the Hong Kong National Security Law. This law defines the duties and government bodies of the Hong Kong National Security Law for safeguarding national security and four categories of offenses — secession, subversion, terrorist activities and collusion with a foreign country or external elements to endanger national security — and their corresponding penalties. On July 14, 2020, the former U.S. President, Donald Trump, signed the Hong Kong Autonomy Act, or HKAA, into law, authorizing the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. On August 7, 2020 the U.S. government imposed HKAA-authorized sanctions on eleven individuals, including HKSAR chief executive Carrie Lam. On October 14, 2020, the U.S. State Department submitted to relevant committees of Congress the report required under HKAA, identifying persons materially contributing to “the failure of the Government of China to meet its obligations under the Joint Declaration or the Basic Law.” The HKAA further authorizes secondary sanctions, including the imposition of blocking sanctions, against foreign financial institutions that knowingly conduct a significant transaction with foreign persons sanctioned under this authority. The imposition of sanctions may directly affect the foreign financial institutions as well as any third parties or customers dealing with any foreign financial institution that is targeted. It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies located in Hong Kong. If Ultra High Point (HK), Grandwon, Thingsocket, Sun Pacific or Clinic First are determined to be in violation of the Hong Kong National Security Law or the HKAA by competent authorities, our business operations, financial position and results of operations could be materially and adversely affected. Given our operations in Hong Kong, it is possible that we may, in the future, be negatively impacted by these regulations if deemed to apply to us, or are otherwise changed in such a way as to encompass our business or operations.

The Hong Kong legal system is subject to uncertainties which could limit the legal protections available to Ultra High Point (HK), Grandwon, Thingsocket and Sun Pacific.

Hong Kong is a Special Administrative Region of the PRC. Following British colonial rule from 1842 to 1997, the PRC assumed sovereignty under the “one country, two systems” principle. The Hong Kong Special Administrative Region’s constitutional document, the Basic Law, ensures that the current political situation will remain in effect for 50 years. Hong Kong has enjoyed the freedom to function with a high degree of autonomy for its affairs, including currencies, immigration and customs operations, and its independent judiciary system and parliamentary system. On July 14, 2020, the United States signed an executive order to end the special status enjoyed by Hong Kong post-1997. As the autonomy currently enjoyed may be compromised, it could potentially impact Hong Kong’s common law legal system and may, in turn, result in uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our business and operations. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the pre-emption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our clients.

Risks Related to Regulatory Development in the PRC

The possibility of the intervention and influence to our current and future operations in Hong Kong by the PRC government or PRC laws could negatively impact such operations.

Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong. The Basic Law provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”.

Accordingly, we believe PRC laws and regulations do not currently have any material or adverse impact on our business, financial condition or results of operations. However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. If there was a significant change to current political arrangements between Mainland China and Hong Kong, companies operating in Hong Kong might face similar regulatory risks as those operated in Mainland China, including their ability to offer securities to investors, list their securities on a U.S. or other foreign exchange, and conduct their business or accept foreign investment. In light of China’s recent expansion of authority in Hong Kong, there are risks and uncertainties which we cannot foresee for the time being, and rules, regulations and the enforcement of laws in China can change quickly with little or no advance notice. The PRC government may intervene or influence the current and future operations in Hong Kong at any time or may exert more oversight and control over offerings conducted overseas and/or foreign investment in issuers like us.

Recent regulatory actions taken and statements made by the PRC government with little advance notice regarding regulation of business operations in certain areas in Mainland China could have a material adverse effect on our business operations, our ability raise capital in the future and the value of our securities.

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 cracking down on illegal activities in the securities market, enhancing supervision over Mainland China-based companies listed overseas using a VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, on June 10, 2021, the Standing Committee of the National People’s Congress enacted the PRC Data Security Law, which took effect on September 1, 2021. The law requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security. 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. On August 20, 2021, the 30th meeting of the Standing Committee of the 13th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China” or “PRC Personal Information Protection Law”, which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of Mainland China that is carried out outside of Mainland China where (1) such processing is for the purpose of providing products or services for natural persons within Mainland China, (2) such processing is to analyze or evaluate the behavior of natural persons within Mainland China, or (3) there are any other circumstances stipulated by related laws and administrative regulations.

On December 24, 2021, the China Securities Regulatory Commission (“CSRC”), together with other relevant government authorities in Mainland China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (collectively to be referred as the “Draft Overseas Listing Regulations”). The Draft Overseas Listing Regulations require that a Mainland China domestic enterprise seeking to issue and list its shares overseas (“Overseas Issuance and Listing”) shall complete the filing procedures of and submit the relevant information to CSRC. The Overseas Issuance and Listing include direct and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in Mainland China seeks to issue and list its shares in the name of an overseas enterprise (“Overseas Issuer”) on the basis of the equity, assets, income or other similar rights and interests of the relevant Mainland China domestic enterprise, such activities shall be deemed an indirect overseas issuance and listing (“Indirect Overseas Issuance and Listing”) under the Draft Overseas Listing Regulations.

On December 28, 2021, the CAC jointly with the relevant authorities formally published the Measures for Cybersecurity Review (2021) which took effect on February 15, 2022 and replace the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. The Measures for Cybersecurity Review (2021) provide that operators of critical information infrastructure purchasing network products and services, and online platform operators (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.

On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Administrative Measures”), which came effect on March 31, 2023. The Trial Administrative Measures further clarified and emphasized that the comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies” shall comply with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures under the Trial Administrative Measures if the following criteria are met at the same time: a) 50% or more of the issuer’s operating revenue, total profits, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year are accounted for by PRC domestic companies, and b) the main parts of the issuer’s business activities are conducted in Mainland China, or its main places of business are located in Mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in Mainland China. Furthermore, the Trial Administrative Measures and its supporting guidelines provide a negative list of types of issuers banned from listing overseas, the issuers’ obligation to comply with national security measures and the personal data protection laws, and certain other matters such as the requirements that an issuer (i) file with the CSRC within three business days after it submits an application for initial public offering to the competent overseas regulator and (ii) file subsequent reports with the CSRC on material events, including change of control and voluntary or forced delisting, after its overseas offering and listing.

Ultra High Point Holdings Limited is a holding company incorporated in the Cayman Islands with operating entity based in Hong Kong. It does not have any VIE structure and has only immaterial, non-substantive operations in Mainland China, nor is it controlled by any companies or individuals of Mainland China. Further, we are headquartered in Hong Kong with our officers and all members of the Board of Directors based in Hong Kong who are not Mainland China citizens and all of our revenues and profits are generated by our Operating Subsidiary in Hong Kong. In other words, we have not generated revenues or profits from Mainland China in the most recent accounting year that accounts for more than 50% of the corresponding figure in our audited consolidated financial statements for the same period. Therefore, as confirmed and advised by our PRC Counsel, Guangdong Wesley Law Firm, based on PRC laws and regulations effective as of the date of this prospectus, (i) neither we, nor our Hong Kong subsidiaries, are “PRC domestic companies” the issuance and listing of share of which would be deemed to be an “Indirect Overseas Issuance and Listing” that is would be subject to the Trial Administrative Measures; and (ii) neither we, nor our Hong Kong subsidiaries and PRC subsidiaries are required to obtain regulatory approval from the CSRC or go through the filing procedures under the Trial Administrative Measures before our ordinary shares can be listed or offered in the U.S. As such, we do not believe PRC laws and regulations have any material impact on our and our subsidiaries’ business, financial condition and results of operations.

Our Operating Subsidiaries in Hong Kong, may not collect and store certain data from our customers, and the data used by PRC subsidiaries to develop systems is simulated data. As advised by Guangdong Wesley Law Firm, our counsel with respect to PRC legal matters, we and our Operating Subsidiaries will not be deemed to be an “operator of critical information infrastructure,” any “data processor” carrying out data processing activities, and neither we or our subsidiaries are subject to cybersecurity review by the CAC for this Offering or required to obtain regulatory approval from the CAC nor any other PRC authorities for our and our subsidiaries’ operations in Hong Kong, since (i) our Operating Subsidiary is incorporated in Hong Kong and operates in Hong Kong. Neither the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law, nor the Draft Overseas Listing Regulations clearly provide whether they shall be applied to a Hong Kong company; (ii) as of date of this prospectus, our Operating Subsidiary may not collect and store certain data from our customers; (iii) the data used by PRC subsidiaries to develop systems is simulated data, we do not currently process any customer data, personal information, or data from third parties other than collecting and storing certain personal information relating to local employees in Mainland China for payroll; (iv) neither we or our subsidiaries rely on personal data collection and processing to maintain our or our subsidiaries’ operations; (v) data processed in our business should not have a bearing on national security nor will the data affect or may affect national security; (vi) all of the data that our Operating Subsidiary has collected is stored in servers located in Hong Kong and such data is not accessible by our subsidiary in Mainland China; (vii) as of the date of this prospectus, neither we nor our Operating Subsidiary has been informed by any PRC governmental authority of being classified as an “Operator” or a “data processor” subject to CAC cybersecurity review or a CSRC review; and (viii) pursuant to the Basic Law of the Hong Kong Special Administrative Region of the PRC, 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, given the uncertainties arising from the legal system in Mainland China and Hong Kong, including uncertainties regarding the interpretation and enforcement of PRC laws and the significant authority of the PRC government to intervene or influence the offshore holding company headquartered in Hong Kong, there remains significant uncertainty in the interpretation and enforcement of, relevant Mainland China cybersecurity laws and other regulations. Since these laws, regulations 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 is also highly uncertain what the potential impact such modified or new laws and regulations will have on our subsidiaries’ daily business operation and the listing of our ordinary Shares on a United States or other foreign exchanges. As the Trial Administrative Measures are newly issued, there remains uncertainty as to how it will be interpreted or implemented. Therefore, we cannot assure you that when and whether we or our subsidiaries will be subject to such filing requirements, or whether we or our subsidiaries will be able to get clearance from the CSRC in a timely manner, or at all, even though we believe that none of the situations that would clearly prohibit overseas listing and offering applies to us.

Furthermore, if the Trial Administrative Measures, the Measures for Cybersecurity Review (2021), and the PRC Personal Information Protection Law (the “PIPL”) become applicable to us or our Operating Subsidiary in Hong Kong, our operation and the listing of our ordinary shares in the United States could be subject to the CAC’s cybersecurity review or the CSRC Overseas Issuance and Listing review in the future. If the applicable laws, regulations, or interpretations change and our Operating Subsidiary become subject to the CAC or CSRC review, we cannot assure you that our Operating Subsidiary will be able to comply with the regulatory requirements in all respects and our current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities. Compliance with these laws and regulations could significantly increase the cost to us of providing our service offerings, require significant changes to our operations or even prevent us from providing certain service offerings in jurisdictions in which we currently operate or in which we may operate in the future.

Moreover, if there is a significant change to the current political arrangements between Mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, and/or if we or our subsidiaries are required to obtain such permissions or approvals in the future in connection with the listing or continued listing of our securities on a stock exchange outside of the PRC, it is uncertain how long it will take for us to obtain such approval, and, even if we obtain such approval, the approval could be rescinded. Any failure to obtain or a delay in obtaining the necessary approval or permissions from the PRC authorities to conduct offerings or list outside of the PRC may subject us or our subsidiaries to sanctions imposed by the CSRC, CAC, or other PRC regulatory authorities. It could include fines and penalties, proceedings against us, confiscating our and/or our Operating Subsidiary’s income, revoking our or our Operating Subsidiary’s business licenses or operating licenses, discontinuing or placing restrictions or onerous conditions on our operations, requiring us to undergo a costly and disruptive restructuring, restricting or prohibiting our use of proceeds from our Offering to finance our business and operations, and other forms of sanctions or enforcement actions that could be harmful to our business. Any of these actions could cause significant disruption to our or subsidiaries’ business operations, restrict our ability to offer or continue to offer ordinary Shares to investors or list on the U.S. or other overseas exchange, the value of our ordinary Shares may also significantly decline or be worthless, and our business, reputation, financial condition, and results of operations may be materially and adversely affected. In addition, if the CSRC, the CAC, or other PRC regulatory authorities later promulgate new rules requiring that we or our subsidiaries must obtain their approvals for this offering, we may be unable to obtain a waiver of such approval requirements. Any uncertainties and/or negative publicity regarding such an approval requirement could materially affect the interests of the investors and have a material adverse effect on the possibility of completion of the Offering.

Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in the PRC could adversely affect us and limit the legal protections available to you and us.

Our PRC Subsidiaries were formed under and are governed by the laws of the PRC. The Company Law of the People’s Republic of China was formulated in 1993. On December 29, 2023, the Seventh Meeting of the Standing Committee of the 14th National People’s Congress revised and passed the Company Law of the People’s Republic of China, which will come into force on July 1, 2024. The newly revised Company Law stipulates that the registered capital of a limited liability company is the amount of capital subscribed by all shareholders registered with the company registration authority. The subscribed capital of all shareholders shall be fully paid within five years from the date of establishment of the company in accordance with the provisions of the company’s articles of association. At the same time, it is stipulated that for companies registered and established before the implementation of the newly revised Company Law, if the investment period exceeds the period stipulated in this Law, except as otherwise provided by laws, administrative regulations or the State Council, it shall be gradually adjusted to within the period stipulated in this Law; for companies with obvious abnormalities in the investment period and amount, the company registration authority may require them to make timely adjustments in accordance with the law. The specific implementation measures shall be separately formulated by the State Council. At the same time, Article 252 of the new Company Law stipulates that if the initiators or shareholders of a company make false capital contributions, fail to deliver, or fail to deliver monetary or non-monetary property as capital contributions on time, the company registration authority shall order them to make corrections and may impose a fine of not less than 50,000 yuan but not more than 200,000 yuan. If the circumstances are serious, a fine of not less than 5% but not more than 15% of the amount of false investment or non-investment shall be imposed; impose a fine of not less than 10,000 yuan but not more than 100,000 yuan on the directly responsible supervisors and other directly responsible personnel. Due to the fact that the registered capital of our PRC subsidiary has not been fully paid and the contribution period has exceeded the prescribed deadline, if shareholders fail to pay the registered capital in full within the prescribed time, we may face various liability risks including breach of contract liability, liquidation liability, criminal liability, administrative penalties, and civil compensation. As of the date of this prospectus, the registered capital of the domestic subsidiary has not been fully paid, and the subscription period stated in the company’s articles of association exceeds 5 years. According to the new Company Law, if the domestic subsidiary fails to adjust its registered capital and subscription period during the transition period and makes actual payments according to the adjusted registered capital and subscription period, it may face penalties from administrative authorities, including fines, revocation of business license, etc. The enterprise may enter the abnormal credit system list, and the legal representative may also be subject to corresponding restrictions. In addition, under the subscribed capital system, if a company is unable to fully repay its due external debts, creditors may demand that shareholders who have not fully paid their contributions use their assets to repay the due debts. This means that shareholders’ personal assets may face the risk of being pursued.

Furthermore, as advised by our PRC Counsel, Guangdong Wesley Law Firm, as of the date of this prospectus, based on PRC laws and regulations effective as of the date of this prospectus, we are not required to obtain permissions or approvals from any PRC authorities before listing in the United States and to issue the ordinary Shares to foreign investors, including the CSRC, the CAC, or any other governmental agency, because (i) our Operating Subsidiaries were established and operating in Hong Kong. We are not a “PRC domestic company” and the issuance and listing of shares of our subsidiaries in Mainland China would not be deemed to be “Indirect Overseas Issuance and Listing” under the Trial Measures.

As further advised by Guangdong Wesley Law Firm, although our Operating Subsidiary had set up Hangzhou Lianxuntong and Hangzhou Jigaodian in Mainland China for developing program and system software for the use by the Operating Subsidiaries in Hong Kong, as Hangzhou Lianxuntong and Hangzhou Jigaodian have not actively engaged in any revenue-generating activities since its incorporation, all of the income of Hangzhou Lianxuntong and Hangzhou Jigaodian were derived from the sales to the Operating Subsidiaries in Hong Kong, and the income of Hangzhou Lianxuntong and Hangzhou Jigaodian did not come from the domestic market in China Mainland. The operating income, total profit and total assets of our two Chinese subsidiaries in the most recent accounting year did not account for more than 50% of the audited consolidated financial statements of the Group for the same period. However, for the financial year ended March 31, 2024, the net assets and liabilities of Ultra High Point Holdings Limited was negative whilst the total net assets and liabilities of the two PRC subsidiaries was positive for assessing the net assets indicator purpose. Therefore, in the most recently completed financial year, the net asset indicators of the two PRC subsidiaries accounted for over 50% of the audited consolidated net assets of the issuer. Considering that the two PRC subsidiaries do not have any business in the PRC other than providing support to Ultra High Point Limited in Hong Kong, do not generate income from the PRC, and the executives are not Mainland Chinese citizens residing in the PRC, we consider that the main business and operations of Ultra High Point Limited and Ultra High Point Holdings Limited, are in Hong Kong. According to the Trial Measures, only when both conditions are met can it be considered as an indirect overseas listing. We do not believe that we would be deemed as “Indirect Overseas Issuance and Listing” under the Trial Measures.

Apart from the business registration certificate of Hangzhou Lianxuntong and Hangzhou Jigaodian, we are not required to obtain any permissions or approvals from any PRC authorities to operate as of the date of this prospectus, and no additional permissions or approvals have been applied for by us or denied by any relevant PRC authorities.

However, there is no assurance that there will not be any changes in the economic, political and legal environment in PRC in the future. Uncertainties still exist, due to the possibility that laws, regulations, or policies in Hong Kong could change rapidly in the future. In the event that the operation of us or our Operating Subsidiary in Hong Kong were to become subject to the PRC laws and regulations, the legal and operational risks associated in Mainland China may also apply to our operations in Hong Kong, and we face the risks and uncertainties associated with the legal system in the Mainland China, complex and evolving PRC laws and regulation, 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 companies like our Operating Subsidiary and us, given the substantial operations of our Operating Subsidiary in Hong Kong and PRC government may exercise significant oversight over the conduct of business in Hong Kong.

In the event that (i) the PRC government expanded the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC and that we were required to obtain such permissions or approvals, (ii) we inadvertently concluded that relevant permissions or approvals were not required or that we not receive or maintain relevant permissions or approvals required, or (iii) applicable laws, regulations, or interpretations change and require us to obtain such permissions or approvals in the future, we may face regulatory risks those operated in Mainland China, including the ability to offer securities to investors, list our securities on a U.S. or other foreign exchanges, conduct our business or accept foreign investment or sanctions by the CSRC, the CAC, or other PRC regulatory agencies. Any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability and to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

The PRC Governmental Authority’s control of foreign currency conversion may limit our foreign exchange transactions, including dividend payments on our Shares.

The PRC Governmental Authority imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of PRC. For the PRC Subsidiaries, we receive all of our net revenue in Renminbi. Under our current corporate structure, the Company in the Cayman Islands would rely on dividend payments from the PRC Subsidiaries, to fund any cash and financing requirements we may have outside of the PRC. Under existing PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. Therefore, the PRC Subsidiaries are able to pay dividends in foreign currencies to us without prior approval from SAFE by complying with certain procedures under PRC foreign exchange regulation. However, approval from, or registration with, appropriate governmental authorities is required where Renminbi is to be converted into foreign currency and remitted out of the PRC to pay capital expenses, such as the repayment of loans denominated in foreign currencies. The PRC Governmental Authority may, at its discretion, further restrict access to foreign currencies in the future for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may be unable to pay dividends in foreign currencies to our shareholders.

Risks Related to Our Securities and This Offering

An active trading market for our ordinary shares may not be established or, if established, may not continue and the trading price for our ordinary shares may fluctuate significantly.

We cannot assure you that a liquid public market for our ordinary shares will be established. If an active public market for our ordinary shares does not occur following the completion of this offering, the market price and liquidity of our ordinary shares may be materially and adversely affected. The public offering price for our ordinary shares in this offering was determined by negotiation between us and the underwriter based upon several factors, and we can provide no assurance that the trading price of our ordinary shares after this offering will not decline below the public offering price. As a result, investors in our ordinary shares may experience a significant decrease in the value of their shares.

The trading price of our ordinary shares may be volatile, which could result in substantial losses to investors

The trading price of our ordinary shares may be volatile and could fluctuate widely due to factors beyond our control. This may happen because of the broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business operations located mainly in Hong Kong that have listed their securities in the United States. In addition to market and industry factors, the price and trading volume for our shares may be highly volatile for factors specific to our own operations, including the following:

Any of these factors may result in significant and sudden changes in the volume and price at which our shares will trade.

In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

Certain recent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility, which may make it difficult for prospective investors to assess the value of our ordinary shares.

In addition to the risks addressed above in “The trading price of our ordinary shares may be volatile, which could result in substantial losses to investors,” our ordinary shares may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. Recently, companies with comparable public floats and initial public offering sizes have experienced instances of extreme stock price run-ups followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective company’s underlying performance. Although the specific cause of such volatility is unclear, our anticipated public float may amplify the impact the actions taken by a few shareholders have on the price of our shares, which may cause our share price to deviate, potentially significantly, from a price that better reflects the underlying performance of our business. Should our ordinary shares experience run-ups and declines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, prospective investors may have difficulty assessing the rapidly changing value of our ordinary shares. In addition, investors of our ordinary shares may experience losses, which may be material, if the price of our ordinary shares declines after this offering or if such investors purchase shares of our ordinary shares prior to any price decline.

If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our ordinary shares, the market price for our ordinary shares and trading volume could decline.

The trading market for our ordinary shares will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts downgrade our ordinary shares, the market price for our ordinary shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our ordinary shares to decline.

The sale or availability for sale of substantial amounts of our ordinary shares, including the ordinary shares held by our Resale Shareholders that are being registered concurrently for resale in the resale prospectus, could adversely affect the market price

Sales of substantial amounts of our ordinary shares in the public market after the completion of this offering and from the sale of shares held by our Resale Shareholders through the resale prospectus, or the perception that these sales could occur could adversely affect the market price of our shares and could materially impair our ability to raise capital through equity offerings in the future. This is notwithstanding that certain Resale Shareholders are subject to a 60-day lock up period with respect to the ordinary shares that may be sold pursuant to the resale prospectus. See “Underwriting” for more details. Prior to the sale of our shares in this offering, we have [38,600,000] ordinary shares outstanding. The shares sold in this offering will be freely tradable without restriction or further registration under the U.S. Securities Act of 1933, as amended, or Securities Act, and, subject to the terms of any lock-up agreements, shares held by the Resale Shareholders may also be sold in the public market subject to the restrictions in Rule 144 and Rule 701 under the Securities Act. There will be [40,000,000] ordinary shares outstanding immediately after this offering. In connection with this offering, our directors and officers named in the section “Management,” have agreed not to sell any shares until 180 days after the date of this prospectus without the prior written consent of the underwriter, subject to certain exceptions, unless the underwriter releases these securities from these restrictions. The Resale Shareholders may be willing to accept a lower sales price than the price investors pay in this offering, which could substantially lower the market price of our ordinary shares. We cannot predict what effect, if any, market sales of securities held by the Resale Shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our shares. See “Underwriting” and “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities after this offering.

Short selling may drive down the market price of our ordinary shares.

Short selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention of buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the shares to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These short attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.

Because our public offering price per ordinary share is substantially higher than our net tangible book value per ordinary share, you will experience immediate and substantial dilution.

If you purchase ordinary shares in this offering, you will pay substantially more than our net tangible book value per ordinary share. As a result, you will experience immediate and substantial dilution of US$4.42 per ordinary share, representing the difference between our as adjusted net tangible book value per ordinary share of US$0.08 as of September 30, 2024, after giving effect to the net proceeds to us from this offering, assuming no change to the number of ordinary shares offered by us as set forth on the cover page of this prospectus and an assumed public offering price of US$[4.50] per ordinary share (being the mid-point of the initial public offering price range). See “Dilution” for a more complete description of how the value of your investment in our shares will be diluted upon the completion of this offering.

You must rely on the judgment of our management as to the uses of the net proceeds from this offering, and such uses may not produce income or increase our share price.

We intend to use the net proceeds of this offering due to us as set out in “Use of Proceeds.” However, our management will have considerable discretion in the application of the net proceeds received by us in this offering. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our efforts to achieve or maintain profitability or increase our share price. The net proceeds due to us from this offering may be placed in investments that do not produce income or that lose value.

If we are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States federal income tax consequences.

We are a non-U.S. corporation and, as such, we will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either

Passive income generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our securities, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.

It is possible that, for our current taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive income. We will make this determination following the end of any particular tax year. For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least 25% of the equity by value.

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to be a PFIC, see “Material Tax Considerations — Passive Foreign Investment Company Considerations.”

As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq or another national securities exchange corporate governance listing standards. If relied upon, these practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq or another national securities exchange corporate governance listing standards.

As a foreign private issuer intending to apply to list our ordinary shares on the Nasdaq or another national securities exchange, we are permitted to rely on a provision in the Nasdaq or another national securities exchange corporate governance listing standards that allow us to follow Cayman Islands law with regard to certain aspects of corporate governance. At the time of effectiveness of this registration statement, we intend to reply on the home country exemption, which would allow us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on the Nasdaq or another national securities exchange.

For example, we are exempt from Nasdaq or another national securities exchange regulations that require a listed U.S. company to:

While as a foreign private issuer, we are permitted to follow home country practice in lieu of the above requirements, our audit committee is required nonetheless to comply with the provisions of Rule 10A-3 of the Exchange Act, which is applicable to U.S. companies listed on the Nasdaq or another national securities exchange. Therefore, we intend to have a fully independent audit committee upon effectiveness of the registration statement of which this prospectus is a part, in accordance with Rule 10A-3 of the Exchange Act.

As a “controlled company” within the meaning of the Nasdaq Capital Market or another national securities exchange Rules, we may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

We are and, upon the completion of this offering, will continue to be a “controlled company” as defined under the Nasdaq Capital Market or another national securities exchange Rules, because one of our shareholders, Maxway, holds more than 50% of our voting power. As a result, for so long as we remain a controlled company as defined under that rule, we are permitted to elect to rely, and in the future may rely, on certain exemptions from corporate governance rules of the Nasdaq Capital Market or another national securities exchange Rules including:

The exemption we intend to rely on is that our director nominees need not be selected or recommended solely by independent directors. As a result, you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our Amended and Restated Memorandum and Articles of Association, the Companies Act, and common law of the Cayman Islands. The rights of shareholders to take legal action against our directors, officers and us, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law. Decisions of the English courts are generally of persuasive authority but are not binding on the courts of the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands has a less developed body of securities laws as compared to the United States, and provides significantly less protection to investors. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action before the U.S. federal courts. The Cayman Islands courts are also unlikely to impose liabilities against us in original actions brought in the Cayman Islands, based on the civil liability provisions of U.S. securities laws, so far as the liabilities imposed by those provisions are penal in nature.

Currently, all of our operations are conducted outside the United States, and substantially all of our assets are located outside the United States. All of our directors and officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to enforce against us or them judgments obtained in U.S. courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

As a result of all of the above, our shareholders may have more difficulty in protecting their interests through actions against us or our officers, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

Economic substance legislation of the Cayman Islands may impact us or our operations.

The Cayman Islands, together with several other non-European Union jurisdictions, have introduced legislation aimed at addressing concerns raised by the Council of the European Union as to offshore structures engaged in certain activities which attract profits without real economic activity. Effective January 1, 2019, the International Tax Co-operation (Economic Substance) Act (as amended) (the “Substance Act”), and issued Regulations and Guidance Notes came into force in the Cayman Islands introducing certain economic substance requirements for “relevant entities” which are engaged in certain “relevant activities,” which in the case of exempted companies incorporated before January 1, 2019, will apply in respect of fiscal years commencing July 1, 2019, onwards. A “relevant entity” includes an exempted company incorporated in the Cayman Islands; however, it does not include an entity that is tax resident outside the Cayman Islands. Accordingly, for so long as we are a tax resident outside the Cayman Islands, we are not required to satisfy the economic substance test under the Substance Act. Although it is presently anticipated that the Substance Act will have little material impact on us or our operations, as the legislation is new and remains subject to further clarification and interpretation it is not currently possible to ascertain the precise impact of these legislative changes on us.

Certain judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands exempted company with limited liability and substantially all of our assets are located outside of the United States. In addition, all of our current directors and executive officers are nationals and residents of countries other than the United States and substantially all of the assets of these persons are located outside the United States. Service of court documents on a Cayman Islands company can be effected by serving the documents at the company’s registered office in the Cayman Islands and it may be possible to enforce foreign judgments in the Cayman Islands against a Cayman Islands company, subject to some exceptions. However, if investors wish to serve documents on and/or enforce foreign judgments against our directors and executive officers, they will need to ensure that they comply with the rules of the jurisdiction where our directors and executive officers are located. As a result, it may be difficult for a shareholder to effect service of process within the United States upon 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. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce a judgment against our assets or the assets of our directors and executive officers. For more information regarding the relevant laws of the Cayman Islands, see “Enforceability of Civil Liabilities.” As a result of all of the above, our shareholders may have more difficulties in protecting their interests through actions against us or our executive officers, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States, depending on where our directors and executive officers are located.

We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period. As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.

We are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.

Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our financial results on a quarterly basis through press releases distributed pursuant to the rules and regulations of the Nasdaq or another national securities exchange. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you if you were investing in a U.S. domestic issuer.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us.

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on [●], 2025. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid the loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to comply with U.S. federal proxy requirements, and our officers, directors and 10% shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the Nasdaq or another national securities exchange. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.

We will incur significantly increased costs and devote substantial management time as a result of the listing of our ordinary shares on the Nasdaq or another national securities exchange.

We will incur additional legal, accounting and other expenses as a public reporting company, particularly after we cease to qualify as an emerging growth company. For example, we will be required to comply with the additional requirements of the rules and regulations of the SEC and the Nasdaq or another national securities exchange rules, including applicable corporate governance practices. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, we expect that our management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. We cannot predict or estimate the number of additional costs we may incur as a result of becoming a public company or the timing of such costs.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidelines are provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may also initiate legal proceedings against us and our business may be adversely affected.

If we fail to meet applicable listing requirements, Nasdaq or another national securities exchange may delist our shares from trading, in which case the liquidity and market price of our shares could decline.

Assuming our shares are listed on Nasdaq or another national securities exchange, we cannot assure you that we will be able to meet the continued listing standards of Nasdaq or another national securities exchange in the future. If we fail to comply with the applicable listing standards and Nasdaq or another national securities exchange delists our shares, we and our Shareholders could face significant material adverse consequences, including:

As long as our ordinary shares are listed on the Nasdaq or another national securities exchange, U.S. federal law prevents or preempts the states from regulating their sale. However, the law does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar their sale. Further, if we were no longer listed on the Nasdaq or another national securities exchange, we would be subject to regulations in each state in which we offer our shares.

Our existing shareholders will be able to sell their shares after completion of this offering subject to restrictions under Rule 144.

Our existing shareholders may be able to sell their Ordinary Shares pursuant to Rule 144 under the Securities Act 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-IPO shares under Rule 144, they may be more willing to accept a lower sales price than the IPO 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 shares, in addition to meeting other requirements, they must meet the required holding period. We do not expect any of the Ordinary Shares to be sold pursuant to Rule 144 during the pendency of this offering.

ENFORCEABILITY OF CIVIL LIABILITIES

The Company is an exempted company incorporated with limited liability under the laws of the Cayman Islands. We are incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides less protection for investors. In addition, Cayman Islands companies may not have standing to sue before the U.S. federal courts.

All of our operations are conducted outside of the United States and all of our assets are located outside of the United States, with the majority of our operations and assets being located in Hong Kong and the Mainland China. All of the directors and executive officers of the Company and the auditors of the Company reside outside the United States and substantially all of their assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or any such persons, or to enforce in the United States any judgment obtained in the U.S. courts against us or any of such persons, including judgments based upon the civil liability provisions of the U.S. securities laws or any U.S. state or territory.

We have appointed Cogency Global Inc. as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Cayman Islands

Harney Westwood & Riegels, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would: (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States, or (ii) entertain original actions brought in the Cayman Islands against us or our directors or officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States.

We have been advised by Harney Westwood & Riegels that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the Grand Court of the Cayman Islands will at common law enforce final and conclusive in personam judgments of state and/or federal courts of the United States of America (the “Foreign Court”) of a debt or definite sum of money against the Company (other than a sum of money payable in respect of taxes or other charges of a like nature, a fine or other penalty (which may include a multiple damages judgment in an anti-trust action) or where enforcement would be contrary to public policy). The Grand Court of the Cayman Islands will also at common law enforce final and conclusive in personam judgments of the Foreign Court that are non-monetary against the Company, for example, declaratory judgments ruling upon the true legal owner of shares in a Cayman Islands company. The Grand Court of the Cayman Islands will exercise its discretion in the enforcement of non-money judgments by having regard to the circumstances, such as considering whether the principles of comity apply. To be treated as final and conclusive, any relevant judgment must be regarded as res judicata by the Foreign Court. A debt claim on a foreign judgment must be brought within six years of the date of the judgment, and arrears of interest on a judgment debt cannot be recovered after six years from the date on which the interest was due. The courts of the Cayman Islands are unlikely to enforce a judgment obtained from the Foreign Court under civil liability provisions of U.S. federal securities law if such a judgment is found by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Such a determination has not yet been made by the Grand Court of the Cayman Islands. A court of the Cayman Islands may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. A judgment entered in default of appearance by a defendant who has had notice of the Foreign Court’s intention to proceed may be final and conclusive notwithstanding that the Foreign Court has power to set aside its own judgment and despite the fact that it may be subject to an appeal the time-limit for which has not yet expired. The Grand Court of the Cayman Islands may safeguard the defendant’s rights by granting a stay of execution pending any such appeal and may also grant interim injunctive relief as appropriate for the purpose of enforcement.

Hong Kong

Neo Solicitors LLP, our counsel as to Hong Kong law, has advised us that there is currently no arrangement providing for the reciprocal enforcement of judgements between Hong Kong and the United States, as such judgments of United States courts will not be directly enforced in Hong Kong. However, under common law, a foreign judgment (including one from federal or state court in the United States) obtained against the Company may generally be treated by the courts of Hong Kong as a cause of action in itself and sued upon as a debt between the parties. In a common law action for enforcement of a foreign judgment, the judgment creditor has to prove that (a) the judgment is in personam; (b) the judgment is in the nature of a monetary award; (c) the judgment is final and conclusive on the merits and has not been stayed or satisfied in full; and (d) the judgement is from a court of competent jurisdiction. The defenses available to the defendant in a common law action for enforcement of a foreign judgment include breach of natural justice, fraud and contrary to public policy of Hong Kong. In order to enforce the foreign judgement at common law, fresh proceedings must be initiated in Hong Kong, which involves issuing a Writ of Summons and Statement of Claim attaching the foreign judgment as proof of the debt.

There is uncertainty as to whether the courts of 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 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.

A judgment of a court in the United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the foreign judgment, provided that the foreign judgment, among other things, is: (i) for a debt or a definite sum of money (not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty); and (ii) final and conclusive on the merits of the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud; (b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement or recognition would be contrary to the public policy of Hong Kong; (d) the court of the United States was not jurisdictionally competent; or (e) the judgment was in conflict with a prior Hong Kong judgment.

PRC

Guangdong Wesley Law Firm, our counsel with respect to PRC law, have advised us that there is uncertainty as to whether the courts of PRC 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 PRC against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Guangdong Wesley Law Firm have further advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between PRC and the country where the judgment is made or on principles of reciprocity between jurisdictions. PRC does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or in the Cayman Islands.

Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against a company in China for disputes if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural requirements, including, among others, the plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual basis and a cause for the suit. It will be, however, difficult for U.S. shareholders to originate actions against us in the PRC in accordance with PRC laws because we are incorporated under the laws of the Cayman Islands and it will be difficult for U.S. shareholders, by virtue only of holding the ordinary shares, to establish a connection to the PRC for a PRC court to have jurisdiction as required under the PRC Civil Procedures Law.

USE OF PROCEEDS

We expect to receive approximately US4,419,800 of net proceeds from this offering after deducting underwriting discounts and commissions of US$504,000 and estimated offering expenses of approximately US$1,376,200 payable by us. We will not receive any proceeds from the sale of the ordinary shares by the Selling Shareholder.

We currently intend that:

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 registration statement. We reserve the right to change the use of proceeds that we presently anticipate and describe herein.

To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2024:

The pro forma as adjusted information below is illustrative only, and our capitalization following the completion of this offering is subject to adjustment based on the actual net proceeds to us from the offering. You should read this table in conjunction with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

DIVIDEND POLICY

During the financial year ended March 31, 2024, we declared a constructive dividend in an amount of US$5,256,169, which was fully settled during such financial year by offsetting the amount of the constructive dividend against the amount due from a related party controlled by Mr. Yu, the Controlling Shareholder. We have no intention to declare or pay any dividend in the near future on the ordinary shares. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. The constructive dividend exceeds the earning for year ended March 31, 2024, the proforma earning per shares disclosed as below:

Our board of directors will take into account, among other things, the following factors when deciding whether to propose a dividend and in determining the dividend amount: (a) operating and financial results; (b) cash flow situation; (c) business conditions and strategies; (d) future operations and earnings; (e) taxation considerations; (f) interim dividend paid, if any; (g) capital requirement and expenditure plans; (h) interests of shareholders; (i) statutory and regulatory restrictions; (j) any restrictions on payment of dividends; and (k) any other factors that our board of directors may consider relevant. The payment of dividends, in certain circumstances is also subject to the approval of our Shareholders, the Companies Act, our Amended and Restated Memorandum and Articles of Association as well as any other applicable laws. Currently, we do not have any predetermined dividend distribution ratio and we may not declare any dividends for the foreseeable future.

Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profits, retained earnings, or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. If our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that our board of directors may deem relevant. In addition, we are a holding company and depend on the receipt of dividends and other distributions from our subsidiaries to pay dividends on our ordinary shares.

DILUTION

Investors purchasing our ordinary shares in this offering will experience immediate and substantial dilution in the pro forma as adjusted net tangible book value of their ordinary shares. Dilution in pro forma as adjusted net tangible book value represents the difference between the initial public offering price of our ordinary shares and the pro forma as adjusted net tangible book value per share of our ordinary shares immediately after the offering.

Historical net tangible book value per ordinary share represents our total tangible assets (total assets excluding goodwill and other intangible assets, net) less total liabilities, divided by the number of outstanding ordinary shares. After giving effect to the sale of ordinary shares in this offering by the Company at an assumed initial public offering price of US$4.50 per ordinary share (being the mid-point of the initial public offering price range), after deducting US$504,000 in underwriting discounts and commissions and estimated offering expenses payable by the Company of approximately US$1,376,200, the pro forma as adjusted net tangible book value as of September 30, 2024 would have been approximately US$3,351,182 or US$0.08 per ordinary share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$0.12 per ordinary share to our existing shareholders and an immediate dilution of US$4.42 per ordinary share to new investors purchasing ordinary shares in this offering.

The following table illustrates this dilution on a per ordinary share basis to new investors.

The following table illustrates our pro forma proportionate ownership, upon completion of this offering, by (i) the Pre-IPO investors, (ii) senior management and (iii) investors purchasing ordinary shares in this offering, together with the total price and average price per Ordinary Share paid by each of these groups of shareholders.

⁽¹⁾ Represents the percent ownership after this offering. Prior to the offering, the Pre-IPO Investors, together, own an aggregate of 20.3% of the outstanding ordinary shares of the Company.

⁽²⁾ Includes Supreme One, Prestige Unison, Grow Ace, Zone Wise and World Oasis, which own 1,891,400 ordinary shares, 1,891,400 ordinary shares, 1,158,000 ordinary shares, 1,544,000 ordinary shares and 1,351,000 ordinary shares, respectively.

⁽³⁾ Includes Mr. Cheng Wing Keung, a director and chief financial officer of the Company; Conford, which is wholly-owned by Ms. Tam Ching Ni Jenny, the chief operating officer of the Company; and Clouds Top, which is wholly-owned by Mr. Ng Lung Ngai, the chief technology officer of the Company. These entities own 1,544,000, 772,000, and 772,000 ordinary shares, respectively.

⁽⁴⁾ The remaining 26,876,200 ordinary shares, or 67.2% of the outstanding ordinary shares following this offering, are owned by Maxway, which is indirectly wholly-owned by Mr. Yu Chi Tat, Dennis (our executive director). Maxway is selling 800,000 ordinary shares in this offering. The 2,200,000 ordinary shares being purchased by the public investors include the 800,000 ordinary shares being sold by Maxway in this offering.

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 consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

Overview

We have over 15 years of experience in providing customized and comprehensive healthcare IT solutions and services to public and private hospitals in Hong Kong. We have worked with approximately 25.5% of the public hospitals and approximately 50% of the private hospitals in the region. The healthcare IT solution industry is a specialized niche within the IT solution industry in Hong Kong, requiring in which thorough understanding of the intricacy and regulation of the healthcare system in Hong Kong. We are fully dedicated to the provision of healthcare IT solutions and services and have established a significant presence in the healthcare IT solution industry in Hong Kong.

The current trend is for hospitals to conduct their clinical, financial and administrative operations by means of a set of informatics tools, collectively known as a hospital information system (“HIS”). In short, a hospital’s HIS is an intelligent platform composed of one or several software components with a conglomeration of several specialized sub-systems that manage different functions of the hospital’s operations. Through a secure and high-fidelity hospital intranet, an HIS operates online and integrates with the already existing hospital network to support all hospital activities. The HIS integrates seamlessly with various third-party systems, enabling comprehensive data flow across the hospital. It supports hospital operations by collecting, storing, and managing critical data. The data is then analyzed to ensure accuracy and timeliness, transforming it into actionable insights for patient care, resource management, and decision-making.

From an operational perspective, the HIS enhances efficiency by streamlining processes which have a direct impact on the hospital’s financial performance. By reducing administrative errors, improving resource allocation, and ensuring timely billing and payments, the HIS contributes to the hospital’s overall cost efficiency and operational effectiveness.

In recent years, the Internet of Medical Things (“IoMT”) has emerged as a transformative technology in healthcare, enhancing connectivity between patients, doctors, and medical devices over a secure platform. IoMT links individuals with a range of healthcare devices and systems, including diagnostic instruments like CT and MRI machines, traditional hospital equipment, and wearable technology, all of which collect, analyze, and transmit health data over secure networks. This connectivity enables innovations such as remote patient monitoring, diagnosis, and treatment, transforming healthcare delivery. For example, IoMT facilitates contact tracing for infection control by equipping infected patients with real-time location tracking system (“RTLS”) wristbands, hospital staff with RTLS staff cards, and hospital equipment with RTLS asset tags. Supported by ultra-wideband (“UWB”) and Bluetooth low energy (“BLE”) technologies and connected through RTLS tracking stations installed throughout hospital premises, IoMT solutions allow customers to generate detailed contact tracing reports that pinpoint locations visited by infected patients and identify which staff, equipment, and visitors were in contact with them. This functionality is integrated with our communication platform, which connects with various hospital systems, including security control, access control, CCTV, nurse stations, and visitor management, thereby enabling a unified approach to hospital operations and enhancing infection control measures.

We specialize in utilizing information and communication technology, digital technology and mobile technology to help our customers, which includes both public and private hospitals in Hong Kong, set up the suitable infrastructure for their hospitals to enable “smart care” (i.e. using technology to improve health outcomes and reduce the need for in-hospital care) and enhance operational efficiency. We pride ourselves on being the pioneer in the field in Hong Kong and have helped one of our major customers design and build the HIS for the first fully digitalized smart hospital in the New Territories, Hong Kong, as well as developing its full functionality. We are now helping another major customer with the design and building of the HIS for the first Chinese medicine hospital in Hong Kong, which will be the first HIS in Hong Kong that combines Chinese and Western medicine.

Key Factors Affecting Our Results of Operations

We believe that our future performance and future success is dependent on multiple factors that both present themselves as significant opportunities and pose risks and challenges, including those discussed below and in the section of this prospectus titled “Risk Factors”

Economic Impact on Healthcare IT Spending

The healthcare industry is generally known for its stability but is not isolated from the economic pressures that affect other sectors. Variations in IT spending can be driven by economic downturns or upswings in key markets such as Hong Kong, the PRC, and other significant Asian economies. These fluctuations can alter the financial capabilities and procurement strategies of our healthcare clients, impacting their investment in IT solutions. We continuously analyze economic trends to adjust our healthcare IT offerings, ensuring they are both relevant and financially viable for our clients under varying economic conditions. Nevertheless, a failure to adequately anticipate or respond to these economic changes could result in our solutions not meeting the budgetary constraints of hospitals, potentially resulting in reduced sales and negatively impacting our overall business health and operational outcomes.

Ensuring Excellence in Healthcare IT Innovation and Infrastructure

In the dynamic healthcare IT sector, the integration of continuous innovation and product updates with robust infrastructure is crucial for meeting customer expectations and maintaining our competitive advantage. We are committed to developing technologically advanced solutions that align with current and future industry trends. Concurrently, we recognize the critical importance of ensuring the reliability and security of our IT systems and technological infrastructure. However, vulnerabilities such as telecommunication failures, power shortages, and natural disasters present ongoing risks. Should any disruption occur, it could impair our delivery of IT solutions, tarnish our reputation, and potentially decrease demand for our products. To mitigate these risks, we prioritize rigorous testing and proactive updates to our offerings. Nevertheless, if our solutions experience errors or disruptions and we fail to address these issues swiftly, the impact on our clients’ operations could be significant, and our ability to maintain their trust could be compromised. Our strategic focus on seamlessly blending product innovation with infrastructure integrity aims to support our operational stability but does not eliminate all potential risks. By acknowledging these challenges and preparing for them, we strive to differentiate ourselves in a competitive market. This approach is essential not only for sustaining customer satisfaction but also for ensuring long-term business resilience.

Development and Retention of Talented Technical Staff and Key Personnel

Our operations heavily depend on the expertise and commitment of our technical staff and key personnel. Given the complexity of healthcare IT, possessing technical skills and a deep understanding of healthcare operations are both essential. We believe that continuous development and training of our team are crucial for keeping pace with technological advancements and driving innovation, which in turn enhances our business performance. To maintain our competitive edge, we actively encourage both external and internal training for our team members. We also cultivate a workplace culture that values innovation, collaboration, and a proactive response to the challenges within healthcare IT. However, if we fail to attract, develop, or retain qualified staff, our ability to innovate and meet client needs could be compromised, adversely affect our service delivery and overall operational effectiveness, potentially leading to project delays, decreased customer satisfaction, and a diminished competitive position in the market.

Effectiveness of Sales and Marketing Efforts

In the competitive healthcare IT landscape, the effectiveness of our sales and marketing efforts is paramount to achieving sustainable growth and market penetration. Our strategy is intricately designed not only to reach but also to engage potential clients through targeted campaigns, in-depth market analysis, and personalized sales approaches. We focus on understanding the unique needs of each client, enabling our sales teams to tailor their pitches and demonstrate the specific benefits of our solutions in addressing those needs. Our marketing efforts are closely integrated with our sales strategies, employing a mix of traditional and digital marketing tools to generate leads and build brand awareness. Key activities include participating in healthcare forums and targeted online Search Engine Marketing (SEM), which are essential for capturing the attention of decision-makers within the industry.

However, the rapidly changing healthcare environment and varied client expectations pose continual challenges to our sales and marketing dynamics. If our efforts are not adaptive and proactive, there is a risk that our outreach may become misaligned with market needs, resulting in ineffective lead generation and potential revenue losses. Therefore, we believe that continuous evaluation and adaptation of our sales and marketing strategies are crucial. By leveraging data analytics and customer feedback, we refine our approaches to ensure alignment with evolving market conditions and client requirements. This not only helps in maintaining a strong market presence but also supports our overall goal of enhancing customer satisfaction and loyalty, which are essential for long-term business success.

Competitive Market Position and Strategic Investment

Operating in the dynamic healthcare IT market, we recognize the necessity of continuously strengthening our competitive positioning to sustain long-term growth. This requires strategic investments in product development, marketing initiatives, and brand enhancement. These investments are critical not only for staying ahead of competitors but also for responding proactively to the rapid changes in healthcare technology and client expectations. While such investments increase our operational costs and impact our profit margins, they are essential for long-term sustainability. The timing and scale of these investments are carefully managed to balance the need for competitive advantage with the necessity of maintaining healthy profit margins, ensuring our business remains robust and responsive to market dynamics.

Basis of Presentation

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and financial reporting requirements under the SEC rules. They include the financial statements of the Company and its subsidiaries. All transactions and balances among these entities have been eliminated upon consolidation.

In preparing our consolidated financial statements, our board of directors has given careful consideration to our future liquidity in light of the fact that our current liabilities exceeded our current assets as of September 30, 2024 and the Company had a working capital deficit of US$1,308,578 and an operating cash outflow of $1,829,366 for six months ended September 30, 2024. We had cash and cash equivalents of US$155,556 as of September 30, 2024. This circumstance gave rise to substantial doubt that the Company would continue as a going concern subsequent to September 30, 2024. In the near-term, the Company plans to raise additional funds through debt financing and to negotiate with its banks for it not to exercise the repayment on demand clauses on bank borrowings of $1,773,902 and $1,119,690 out of total bank and other borrowings of $4,722,400, which are otherwise scheduled to mature in 2028 and 2034, respectively. Additionally, the Company plans to raise capital via private placement or public offering in the event that the Company does not have adequate liquidity to meet its current obligations. On April 23, 2024, the Company entered into a loan facility agreement with an amount of $2,556,009 from a lender.

The Company also expects that the demand for healthcare information technology solution services and maintenance service will grow stably and that the Company will continue to focus on improving its operational efficiency and reducing costs, resulting in increased operating cash inflow to the Company. The Company mainly uses cash for working capital purposes and repayment of bank and other borrowings.

Our ability to continue as a going concern is dependent upon obtaining the necessary financing or negotiating the terms of our existing short-term liabilities to meet our current and future liquidity needs. Taking into account the present availability of our banking facilities and our internal financial resources, we believe that we have sufficient working capital to meet our financial obligations as they become due for the foreseeable future. As a result, our consolidated financial statements have been prepared on going concern basis.

Critical Accounting Policies, Judgments and Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities as at the date of the consolidated financial statements and reported amounts of income and expenses during the reporting periods. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the consolidated financial statements include allowance for expected credit losses, the useful lives of property and equipment, and interest rate of lease and impairment assessment of property and equipment. Actual results may differ from these estimates.

We believe the following critical accounting policies reflect the more significant judgments and estimates we used in the preparations of our consolidated financial statements.

Revenue recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, and subsequently issued additional related Accounting Standards Updates (collectively, “ASC 606”). The Company derives revenue principally from (i) healthcare information technology solution services; (ii) software support and maintenance services and (iii) sale of hardware and software. The Company enters into agreements with customers that create enforceable rights and obligations and for which it is probable that the Company will collect the consideration to which it will be entitled as services are transferred to the customer. It is a customary practice for the Company to have written agreements with its customers and revenue on oral or implied arrangements is generally not recognized. The Company recognizes revenue based on the consideration specified in the applicable agreement.

Revenue from contracts with customers is recognized using the following five steps:

Generally, revenue is recognized when the Company has negotiated the terms of the transaction, which includes determining either the overall price, or the price for each performance obligation in the form of a service or a product, the service or product has been delivered to the customer, no obligation is outstanding regarding that service or product, and the Company is reasonably assured that funds have been or will be collected from the customer.

The Company currently generates its revenue by the below sources:

(a) Healthcare information technology solution services

The Company generates revenue from healthcare information technology solution service. The Company is a main contractor and the customers mainly include private and public hospitals and clinics in Hong Kong. The business process entails: review and design the software system installation plan, procurement of materials and consumables, engagement and supervision of subcontractors, on-site inspection and installation, and testing and commissioning. The Company is typically contracted by submitting a tender to private and public hospitals and clinics in Hong Kong. The Company recognizes revenue using the percentage-of-completion method, based primarily on contract costs incurred to date compared to total estimated contract costs. Revenue generated from healthcare information technology solution service is recognized over time during the period that services are provided. The percentage-of-completion method (an input method) is the most representative depiction of the Company’s performance because it directly measures the value of the services transferred to the customer. A performance obligation is a promise in a contract to transfer control of a distinct good or service (or integrated package of goods and/or services) to a customer. The performance obligation to implement the software system is not separately identifiable, as evidenced by the fact that the Company provides a significant service of integrating different software into a system for which the customer has contracted. As such, the Company’s contracts typically contain one single performance obligation to complete a defined system according to the contract with customers.

The transaction price is clearly identifiable within contracts. Historically, any contract acquisition costs have been considered immaterial; in the event that such costs arose, the Company would treat the costs incurred as periodic cost.

Recognition of revenue and cost of revenue for projects requires significant judgment by management, including, among other things, estimating total costs expected to be incurred to complete a project and measuring progress toward completion. Management reviews contract estimates regularly to assess revisions of estimated costs to complete a project and measurement of progress toward completion. Management believes it maintains reasonable estimates based on prior experience; however, many factors contribute to changes in estimates of contract costs. Accordingly, estimates made with respect to uncompleted projects are subject to change as each project progresses and better estimates of contract costs become available. All contract costs are recorded as incurred, and revisions to estimated total costs are reflected as soon as the obligation to perform is determined. In the event that an estimated losses on uncompleted contracts may occur based on evidence that indicates that the estimated total cost of a contract exceeds its estimated total revenue, regardless of the stage of completion, a provision for the loss of the full amount will be recognized to the result of operations. Contract costs consist of (i) direct costs on contracts, including labor, materials, and amounts payable to subcontractors and (ii) indirect costs.

Healthcare information technology solution services are provided with the use of employees and independent vendors that contract with the Company. The Company evaluate whether its businesses promise to transfer services to the customer (as the principal) or to arrange for services to be provided by another party (as the agent) using a control model. Based on the Company’s evaluation of the control model, the Company determined that the Company is the principal to the transaction for its services and revenue is recognized on a gross basis based on the transfer of control to the customer.

The Company’s contracts set forth payment terms that require the customer to make payment within 30 days of billing which is triggered by the Company reaching the milestone to bill the customer. Management does not believe that its contracts include a significant financing component because the period between delivery or the contracting services to the customer and the time of payment does not typically exceed one year.

The Company generally provides limited warranties for work that it has performed under its engineering and construction management contracts; these warranty periods are known as the defect liabilities period. The defect liabilities period typically extends for a duration of one year from the substantial completion of the project for the customer. Contracts will include a provision whereby the customer will withhold 5% to 10% of the total contract value until the end of the defect liabilities period at which point the customer will release the retention amounts to the Company. Historically, warranty claims have not resulted in significant costs. The Company determines that such a warranty is not a separated performance obligation because the nature of warranty is to provide assurance that a product will function as expected and in accordance with the customer’s specification and the Company does not sell the warranty separately. As of March 31, 2024 and 2023, the provisions for warranty cost were $1,045 and $2,206, respectively, and included in the accrued expenses and other payables of consolidated balance sheets.

(b) Software support and maintenance services

The Company generates revenue from the provision of software support and maintenance services. The customers include private and public hospitals in Hong Kong. The Company typically applies tender to new or existing customers, which will set forth the terms and conditions including the transaction price, services provided and terms of payments. Revenue generated from software support and maintenance services is recognized over time during the period that services are provided. The service period generally lasts for one year. The terms serve as the basis of the performance obligations that the Company must fulfil in order to recognize revenue. The key performance obligation is the on-going support and maintenance services provided to the customer. The completion of this process is by a lapse of time predetermined in the contract. Typical payment terms set forth in the contract is 30 days from monthly invoice date.

Software support and maintenance services are provided with the use of employees and independent vendors that contract with the Company. The Company determined that the Company is the principal to the transaction for its services and revenue is recognized on a gross basis based on the transfer of control to the customer.

The transaction price is determined and agreed with customers before performing any service and does not include variable consideration related to returns or refunds as the contracts do not include provisions that allow for refunds or returns of services. For the years ended March 31, 2024 and 2023, the Company is not aware of any material claims against the Company in relation to repair and inspection services.

(c) Sale of hardware and software

The Company recognizes revenue from sale of hardware and software when the customer obtains control of the Company’s product, which the performance obligation is the completion of delivery and installation of hardware and software. Sale of hardware and software services are provided with the use of employees and inventories purchased by the Company from vendors. The Company determined that the Company is the principal to the transaction for its goods and services and revenue is recognized on a gross basis based on the transfer of control to the customer. The Company is primarily responsible for fulfilling the promise to deliver and install the product and bears risk of loss while the inventory is in-transit to the customer. The respective revenue is recognized at a point in time.

The Company only accepts the return of products that are defective or non-conforming due to defects in manufacturing and/or workmanship within 10-30 days upon the receipt of products by the customers. For the years ended March 31, 2024 and 2023, the Company is not aware of any material claims against the Company in relation to the goods sold. As of March 31, 2024 and 2023, the provisions for warranty cost were immaterial.

Accounts receivable, net

Accounts receivable mainly represent amounts due from customers for provision of hospital information systems from tenders and contracts which are recorded net of allowance for the Company’s expected credit losses. The Company generally grants credit terms of 30 days to the clients. In evaluating the collectability of receivable balances, the Company considers specific evidence including aging of the receivable, the client’s payment history, its current creditworthiness and current economic trends and customer specific quantitative and qualitative factors that may affect our customers’ ability to pay. The Company regularly reviews the adequacy and appropriateness of the allowance for expected credit losses. The Company charges off receivables from allowance for credit losses after all collection efforts have ceased. If the receivables charged off the excess amounts are directly charged off in the consolidated statements of income and comprehensive income. As of March 31, 2023 and 2024, allowance for expected credit losses was zero.

Lease

ASC 842 supersedes the lease requirements in ASC 840 “Leases,” and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. All leases in the Company and its subsidiaries (“Group”) are accounted for as operating leases.

We determine if an arrangement is a lease at inception. On our balance sheet, our corporate office lease is included in operating lease right-of-use (ROU) asset, current portion of operating lease liability and operating lease liability, net of current portion.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For leases that do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Significant judgment may be required when determining whether a contract contains a lease, the length of the lease term, the allocation of the consideration in a contract between lease and non-lease components, and the determination of the discount rate included in our office lease. We review the underlying objective of each contract, the terms of the contract, and consider our current and future business conditions when making these judgments.

Any lease with a term of 12 months or less is considered short-term. As permitted by ASC 842, short-term leases are excluded from the ROU assets and lease liabilities on the consolidated balance sheets. Consistent with all other operating leases, short-term lease expense is recorded on a straight-line basis over the lease term.

The Financial Accounting Standards Board (“FASB”) issued a Q&A in March 2020 that focused on the application of lease guidance in ASC 842 for lease concessions related to the effects of COVID-19. The FASB staff has said that entities can elect to not evaluate whether concessions granted by lessors related to COVID-19 are lease modifications. Entities that make this election can then apply the lease modification guidance in ASC 842 or account for the concession as if it were contemplated as part of the existing contract. The Company has elected to not treat the concessions as lease modifications and will instead account for the lease concessions as if they were contemplated as part of the existing leases. The Company has recorded negative variable lease expense and adjusted lease liabilities at the point in which the rent concession has become accruable.

The Company evaluates the impairment of its right-of-use assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of finance and operating lease liabilities in any tested asset group and include the associated lease payments in the undiscounted future pre-tax cash flows. For the years ended March 31, 2023 and 2024, the Group did not have any impairment loss against its operating lease right-of-use assets.

Income taxes

Cayman Islands

The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to the Company levied by the Government of the Cayman Islands save for certain stamp duties which may be applicable, from time to time, on certain instruments.

BVI

CareQuartz is incorporated in the BVI and is not subject to tax on income or capital gains under current BVI law. In addition, upon payments of dividends by these entities to their shareholders, no BVI withholding tax will be imposed.

Hong Kong

Ultra High Point Limited is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong. From year of assessment of 2019/2020 onwards, Hong Kong profits tax rates are 8.25% on assessable profits up to HK$2,000,000 (approximately US$255,470), and 16.5% on any part of assessable profits over HK$2,000,000 (approximately US$255,470). Under Hong Kong tax law, the above-mentioned Hong Kong company is exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.

For the years ended March 31, 2023 and 2024, the Company generated substantially all of its taxable income in the Hong Kong. The tax expenses recorded in the Company’s result of operations are almost entirely attributable to income earned in the Hong Kong. Should the Company’s operations expand or change in the future, where the Company generates taxable income in other jurisdictions, the Company’s effective tax rates may substantially change.

Recently issued accounting pronouncements

See the discussion of the recent accounting pronouncements contained in Note 2 to the consolidated financial statements, “Summary of Significant Accounting Policies and Practices.”

Results of Operations

The following table sets forth a summary of our consolidated results of operations for the periods indicated:

Comparison of Six Months Ended September 30, 2024 and 2023

Revenue

The Company primarily derives revenue principally from (i) healthcare information technology solution services; (ii) software support and maintenance services and (iii) sale of hardware and software to our customers.

We recognize all our revenue on a gross basis, comprising from (i) healthcare information technology solution services; (ii) software support and maintenance services and (iii) sale of hardware and software to our customers.

Our total revenues increased by US$1,050,940 or 37.3% to US$3,867,989 for the six months ended September 30, 2024 from US$2,817,049 for the six months ended September 30, 2023. Such increase was mainly attributable to the increase in revenue generated from our provision of healthcare information technology solutions by US$273,449 or 15.1% and increase in revenue generated from our provision of software support and maintenance services by US$611,379 or 67.2%, and in revenue generated from our provision of sale of hardware and software to our customers by US$166,112 or 171.5%. Details of further explanation are discussed below.

Revenue by product categories

Healthcare information technology solutions services

For the six months ended September 30, 2023 and 2024, revenue generated from our provision of customized software solutions accounted for approximately 64.3% and 53.9% of our total revenues, respectively. We provide healthcare information technology solutions based on customers’ specifications. The significant increase in the revenues from healthcare information technology solutions by US$273,449 or 15.1% from US$1,809,970 for the six month ended September 30, 2023 to US$2,083,419 for the six month ended September 30, 2024 was principally attributable to (i) the increase in demand of healthcare information technology solutions from our two major customers for upgrading the information technology systems; and (ii) shortening of our project completion time frame for delivering products to customers based on proficiencies gained from experience providing healthcare information technology solutions.

Software support and maintenance services

For the six months ended September 30, 2023 and 2024, revenue generated from our provision of software support and maintenance services increased by US$611,379, or 67.2%, from US$910,227 for the six months ended September 30, 2023 to US$1,521,606 for the six months ended September 30, 2024. The increase in the number of healthcare information technology solutions and other software projects completed led to an increase in the demand for maintenance service on those systems, which resulted in increased revenue from software support and maintenance services dur the 2024 period.

Sale of hardware and software services

For the six months ended September 30, 2023 and 2024, revenue generated from the provision of sale of hardware and software services accounted for US$96,852, or 3.4%, and US$262,964, or 6.8%, of our total revenues, respectively. We provide sale of hardware and software services to our customers. We experienced an increase revenue from the sale of hardware and software of US$166,112, or 171.5%, from US$96,852 for the six months ended September 30, 2023 to US$262,964 for the six months ended September 30, 2024. The increase was primarily attributable to the sales of drug refill system amounting to US$168,952 to its customer for the six months ended September 30, 2024.

Cost of revenues

Cost of revenues mainly consists of depreciation of tangible assets, subcontracting costs and IT personnel staff cost. For the six months ended September 30, 2023 and 2024, cost of revenues was US$1,650,253 and US$2,014,588, respectively, reflecting an increase in cost of revenues by US$364,335, or 22.1%, which is in line with the increase in revenues. The increase is mainly due increases in subcontracting costs necessary to meet the demand of healthcare information technology solution service and increases in hardware purchase costs during the six months ended September 30, 2024.

Gross profit

For the six months ended September 30, 2023 and 2024, gross profit was US$1,166,796 and US$1,853,401, respectively, and gross profit margin was 41.4% and 47.9%, respectively, of operating revenue.

For healthcare information technology solution services, the gross profit decreased by US$149,565 or 21.8% from US$686,029 for the six months ended September 30, 2023 to US$536,464 for the six months ended September 30, 2024 mainly due to increased subcontracting costs incurred to meet the demand of healthcare information technology solution service.

For software support and maintenance services, the gross profit increased by US$809,784 or 179.7% from US$450,633 for the six months ended September 30, 2023 to US$1,260,417 for the six months ended September 30, 2024. The cost of software support and maintenance services is mainly comprised of the cost of IT personnel. Pained from experience over time enabled our IT personnel to undertake additional support and maintenance projects, leading to cost effectiveness. As a result, both gross profit and gross profit margin in software support and maintenance services increased for the six months ended September 30, 2024.

For sale of hardware and software, gross profit increased by US$26,386 or 87.6% from US$30,134 for the six months ended September 30, 2023 to US$56,520 for the six months ended September 30, 2024. The increase is due to the sales of drug refill system to a customer with a higher gross profit margin compared to other hardware and software products.

Operating expenses

Operating expenses include selling expenses and administrative expenses for the daily operations of the Company. For the six months ended September 30, 2023 and 2024, total operating expenses were US$1,125,751 and US$1,211,048, respectively. The increase of operating expenses by US$85,297 or 7.6% was mainly due to the increase in legal and professional fees, lease expenses and building management fee for the six months ended September 30, 2024. Increase in legal and professional fees by US$206,147 or 275.9% from US$74,720 for the six months ended September 30, 2023 to US$280,867 for the six month ended September 30, 2024 was mainly due to a professional fee of US$200,000 for audit services provided in anticipation of the intended initial public offering (“IPO”), an increase in lease expenses and building management fees together by US$37,771 from US$113,763 for six months ended September 30, 2023 to US$151,534 for six months ended September 30, 2024 result from the Company entering into a new lease in Hangzhou in May 2024, which was partially offset by a decrease in expenses of selling and marketing service, staff salaries and welfare, depreciation of property and equipment, computer expenses, insurance, travelling expenses and other general and administrative expenses.

Selling and marketing service expenses mainly represented sponsorship expenses for industry events and exhibitions and other promotion expenses, which decreased by US$22,193 or 70.3% from US$31,587 the six months ended September 30, 2023 to US$9,394 for the six month ended September 30, 2024 as the Company sponsored less industry events and exhibitions for the six month ended September 30, 2024

Staff salaries and welfare in operating expenses was comprised of marketing personnel and administrative personnel for six months ended September 30, 2023 and 2024. The staff costs and employee benefits for administrative personnel mainly represent the finance department, administrative department and senior management, which decreased by US$10,763 or 1.9% from US$576,420 for the six months ended September 30, 2023 to US$565,657 for the six month ended September 30, 2024. The decrease was mainly due to the decrease in headcount of marketing personnel for six month ended September 30, 2024.

Depreciation on property and equipment decreased by US$24,495 or 36.7% from US$66,832 for the six months ended September 30, 2023 to US$42,337 for the six months ended September 30, 2024, as the Company disposed motor vehicles with the cost of US$19,426 and fully depreciated an office leasehold improvement with the cost of US$69,497 due to the expiration of the lease term in the year ended March 31, 2024.

Computer expenses decreased by US$35,716 from US$49,976 for the six months ended September 30, 2023 to US$14,260 for the six month ended September 30, 2024. Higher numbers of IT personnel recruited in Hong Kong and PRC to support the Company’s expansion led to the increase in computer expenses for both hardware and software during the six months ended September 30, 2023 as compared to the six months ended September 30, 2024.

Travelling expenses decreased by US$10,374 from US$24,069 for the six months ended September 30, 2023 to US$13,695 for the year September 30, 2024. Higher travelling expenses during the 2023 period mainly reflected increased travel between Hangzhou and Hong Kong in order to monitor the IT development for healthcare information technology solution service projects. With the proficiency gained from the experience, the Company did not need to conduct on-site monitoring as frequently in the 2024 period as it did in the same period of 2023.

Other general and administrative expenses decreased by US$53,692 or 34.1% from US$157,621 for the six months ended September 30, 2023 to US$103,929 for the six months ended September 30, 2024. The decrease was mainly due to a US$32,281 decrease in staff quarter expenses and a US$21, 841 decrease in other general and administrative expenses for the six months ended September 30, 2024.

Other income (expense), net

The Company reported other income of US$44,783 for the six months ended September 30, 2023 and other expense of US$1336,757 for the six months ended September 30, 3034. Other income during the 2023 period mainly represented bank interest income while other expenses during the 2024 period mainly represented interest expenses. The change from other income to other expenses, net for the six months ended September 30, 2024 is mainly due to (i) higher bank and other borrowing balances the proceeds of which were used for working capital and to fund expenses for the IPO, which increased interest expenses by US$125,286 from US$15,100 for six months ended September 30, 2023 to US$140,386 for six months ended September 30, 2024, and (ii) lower average cash and cash equivalent balances, which led to a decrease in bank interest income by US$57,608 from US$61,022 for six months ended September 30, 2023 to US$3,414 for six months ended September 30, 2024

Income tax

We are subject to income tax on an entity basis on profit arising in or derived from the jurisdiction in which members of our Group domicile or operate.

Our income tax increased by US$82,864, or 1457.1%, from income tax expenses of US$5,687 for the six month ended September 30, 2023 to US$88,551 for the six month ended September 30, 2024, primarily due to (i) an increase in the net income before tax by US$419,768 or 489.1% from US$85,828 for the six month ended September 30, 2023 to US$505,596 for six month ended September 30, 2024; as a result the net operating loss was fully utilized for the six month ended September 30, 2024; and our effective tax rates were 6.6% and 17.5% for the six month ended September 30, 2023 and 2024, respectively.

Net income

Our net income for the six months ended September 30, 2023 and 2024, was US$80,141 and US$417,045 respectively. The increase of net income by US$336,904 or 420.4% was mainly due to the increase in our overall revenues for the six months ended September 30, 2024.

Comparison of Fiscal Years Ended March 31, 2024 and 2023

Revenue

The Company primarily derives revenue principally from (i) healthcare information technology solution services; (ii) software support and maintenance services and (iii) sale of hardware and software to our customers.

We recognize all our revenue on a gross basis, comprising from (i) healthcare information technology solution services; (ii) software support and maintenance services and (iii) sale of hardware and software to our customers.

Our total revenues increased by US$2,333,702 or 46.7% to US$7,328,509 for the year ended March 31, 2024 from US$4,994,807 for the year ended March 31, 2023. Such increase was mainly attributable to the increase in revenue generated from our provision of healthcare information technology solutions by US$2,322,182 or 111.1% and increase in revenue generated from our provision of software support and maintenance services by US$441,334 or 27.2%, which were partially offset by the decrease in revenue generated from our provision of sale of hardware and software to our customers by US$429,814 or 33.5%. Details of further explanation are discussed below.

(i) Revenue by product categories

Healthcare information technology solutions services

For the years ended March 31, 2023 and 2024, revenue generated from our provision of customized software solutions accounted for approximately 41.9% and 60.2% of our total revenues, respectively. We provide healthcare information technology solutions based on customers’ specifications. The significant increase in the revenues from healthcare information technology solutions by US$2,322,182 or 111.1% from US$2,090,068 for the year ended March 31, 2023 to US$4,412,250 for the year ended March 31, 2024 was principally contributed to (i) the increase in demand of healthcare information technology solutions from our two major customers; and (ii) proficiencies gained from experience of healthcare information technology solution have shorten the completion time frame of delivering products to customers.

Software support and maintenance services

For the years ended March 31, 2023 and 2024, revenue generated from our provision of software support and maintenance services accounted US$1,620,343 or 32.4% and US$2,061,677 or 28.1% of our total revenues, respectively. We provide support and maintenance services to our customers and and have an increase of US$441,334 or 27.2% from US$1,620,343 for the year ended March 31,2023 to US$2,061,677 for the year ended March 31,2024. The increase is due to increase in number of completions of healthcare information technology solutions and other software.

Sale of hardware and software services

For the years ended March 31, 2023 and 2024, revenue generated from the provision of sale of hardware and software services accounted for US$1,284,396 or 25.7% and US$854,582 or 11.7% of our total revenues, respectively. We provide sale of hardware and software services to our customers. There is a decrease in sale of hardware and software of US$429,814 or 33.5% from US$1,284,396 for the year ended March 31,2023 to US$854,582 for the year ended March 31,2024. The decrease is due to their request less no of services in this area during the year.

Cost of revenues

Cost of revenues mainly consists of amortization of tangible assets, subcontracting costs and IT personnel staff cost. For the years ended March 31, 2023 and 2024, cost of revenues was US$2,749,004 and US$4,058,899, respectively, increase in cost of revenues by US$1,309,895 or 47.6%, which is in line with the increase in revenues, is mainly due to the increase in amortization of tangible asset, subcontracting costs and IT personnel staff cost. during the year ended March 31, 2024.

Gross profit

For the years ended March 31, 2023 and 2024, gross profit was US$2,245,803 and US$3,269,610, respectively, and gross profit margin was 45.0% and 44.6%, respectively, of operating revenue.

For healthcare information technology solution services, the gross profit increased by US$1,030,198 or 144.2% from US$714,179 for the year ended March 31, 2023 to US$1,744,377 for the year ended March 31, 2024. The proficiencies gained from experience in customized computer solutions have shortened the completion time frame for delivering products to customers, which resulted in a decrease in development cost.

For software support and maintenance services, the gross profit increased by US$78,785 or 6.4% from US$1,235,214 for the year ended March 31, 2023 to US$1,313,999 for the year ended March 31, 2024. The increase in gross profit and gross profit margin was mainly due to increased demand for completed software and also support and maintenance.

For sale of hardware and software, the gross profit decreased by US$85,176 or 28.7% from US$296,410 for the year ended March 31, 2023 to US$211,234 for the year ended March 31, 2024. The decrease is due to a decrease in demand for hardware and software sales from customers.

Operating expenses

Operating expenses include selling expenses and administrative expenses for the daily operations of the Company. For the years ended March 31, 2023 and 2024, total operating expenses were US$1,830,233 and US$2,273,474, respectively. The increase of operating expenses by US$443,241 or 24.2% was mainly due to the increase in legal and professional fees and other general and administrative expenses for the year ended March 31, 2024. Increase in legal and professional fees by US$129,202 or 560.7% from US$23,041 for the year ended March 31, 2023 to US$152,243 for the year ended March 31, 2024 was mainly due to a professional fee of US$127,800 for advisory of source of funds to a related party, increase building and management fee by US$12,682 from US$55,316 for the year ended March 31, 2023 to US$67,998 March 31, 2024 as the inflationary adjustment by landlord, increase in computer expenses by US$22,483 from US$32,415 for the year ended March 31, 2023 to US$54,898 for the year ended March 31, 2024 as more IT personnel recruited in Hong Kong and PRC led to the overall computer expenses for both hardware and software increased, increase in travelling expenses by US$38,627 from US$57,572 for the year ended March 31, 2023 to US$96,199 for the year March 31, 2024 due to the travelling between Hangzhou and Hong Kong in order to monitor the IT development for those healthcare information technology solution service projects.

Other general and administrative expenses increased by US$161,580 from US$113,773 for the year ended March 31, 2023 to US$275,353 for the year ended March 31, 2024, it mainly comprised in repair and maintenance of US$26,931 for restatement of premise with closure down of an office and ancillary expenses of US$86,945 with the two offices in Hangzhou.

Staff salaries and welfare in operating expenses comprised of marketing personnel and administrative personnel for years ended March 31, 2023 and 2024. The staff costs and employee benefits for administrative personnel mainly represent finance department, administrative department and senior management which was increased by US$69,661 or 5.7% from US$1,219,799 for the year ended March 31, 2023 to US$1,289,460 for the year ended March 31, 2024 was mainly due to increment for inflationary adjustment.

Other income (expense), net

For the years ended March 31, 2023 and 2024, total other income/(expense), net was US$211,336 and (US$18,274), respectively. The other income mainly represented the bank interest income and government subsidies The other expenses mainly for interest paid and disposal of fixed assets for close up of an office of the subsidiary. Increase in other expense, net for the year ended March 31,2024 is mainly due to the disposal of leasehold improvement for a closing an office in the subsidiary. The increase in other income due to increase in bank interest income of US$65,006 from US$28,782 for the year ended March 31,2023 to US$93,788 for the year ended March 31,2024. There is a decrease of subsidies from government by US$159,327 from US$159,327 for year ended March 31, 2023 to US$ 0.0 for year ended March 31, 2024.

Income tax

We are subject to income tax on an entity basis on profit arising in or derived from the jurisdiction in which members of our Group domicile or operate.

Our income tax increased by US$60,905, or 88.4%, from income tax expenses of US$68,919 for the year ended March 31, 2023 to US$129,824 for the year ended March 31, 2024, primarily due to (i) an increase in the net income before tax by approximately US$350,956 or 56.0% from approximately US$626,906 for the year ended March 31, 2023 to approximately US$977,862 for year ended March 31, 2024; as a result the net operating loss was fully utilized for the year ended March 31, 2024; and Our effective tax rates were 13.3% and 11.0% for the year ended March 31, 2023 and 2024, respectively.

Net income

Our net income for the years ended March 31, 2023 and 2024, was US$557,987 and US$848,038 respectively. The increase of net income by US$290,051 or 52.0% was mainly due to the increase in our overall revenues in 2024.

Liquidity and Capital Resources

The following table sets forth a breakdown of our current assets and liabilities as of the dates indicated.

Liquidity Risk and Going Concern

Typically, the Company aims to have sufficient cash on demand to meet expected operational expenses for a period of twelve months, including the servicing of financial obligations, which excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company had a working capital deficit of $1,308,578 as of September 30, 2024 and an operating cash outflow of $1,829,366 during the six months ended September 30, 2024. During the year ended March 31, 2024, the Company also declared a constructive dividend in the amount of $5,256,169 to the Controlling Shareholder, Mr. Yu, which resulted in the Company incurring additional debt financing from financial institutions to satisfy its cashflow requirements and strengthen and improve its operational efficiency. These events increased the liquidity risk of the Company and raised substantial doubt about our ability to continue as a going concern, and our independent registered public accounting firm included explanatory paragraphs to such effect in its audit report on our financial statements as of and for the year ended March 31, 2024 and its report delivered in connection with its review of our unaudited interim financial statements as of and for the six-months ended September 30, 2024. Our ability to continue as a going concern depends on our ability to generate sufficient cash flow to sustain our operations, raise additional capital and negotiate with our banks for them not to exercise repayment on demand clauses with respect to bank borrowings of $1,773,902 and $1,119,690 (out of total bank and other borrowings of $4,722,400), which are otherwise scheduled to mature in 2028 and 2034, respectively.

Our management is taking initiatives to mitigate the liquidity risk of the Company. In the near-term, (i) the Controlling Shareholder, Mr. Yu, provided an undertaking to provide financial assistance to the Company to enable us to meet our ordinary course financial obligations for the next 12 months, (ii) the Company plans to raise additional funds through debt financing and to negotiate with its banks for them not to exercise their repayment on demand clauses, (iii) the Company plans to raise capital pursuant to a private placement or public offering and (iv) in respect of a $2,556,009 loan facility entered on April 23, 2024, the lender agreed to extend the maturity date to April 23, 2026. However, there is no assurance that the Company will be successful in implementing the foregoing initiatives. Although the Controlling Shareholder has provided an undertaking to provide us with financial assistance, there is no agreement regarding the structure and terms of any such assistance. In addition, although our Hong Kong legal adviser has indicated to us that the existence of repayment on demand clauses are common in bank facility documents and such clauses are generally not exercised by banks unless there is an event of default, we cannot provide assurance that our banks will not do so. Our ability to access the credit and capital markets in the future as a source of liquidity, and borrowing costs associated with debt financing, are dependent upon market conditions. Additional capital may not be available on terms acceptable to us, or at all.

In the long-term, the Company expects that the demand for healthcare information technology solution services and maintenance service will grow stably and the Company intends to continue to focus on improving its operational efficiency and reducing costs, resulting in increased cash flow from operations. However, these expectations are forward-looking in nature and involve risks, uncertainties and assumptions. Our actual results may differ materially from our expectations as a result of many factors, including those discussed in this prospectus under the caption “Risk Factors.”

If we are unable to generate sufficient cash flow to fund our operations and adequate additional funds are not available if and when required, we may need to curtail our business operations, which would adversely affect our business prospects, or we may be unable to continue operations.

Cash Flow Sufficiency

The Company mainly uses cash for  (i) strengthening and expanding our healthcare information technology solution service business in Hong Kong and oversea market and expanding presence in other international markets, (ii) enhancing industry position and strengthening business developments, (iii) strengthening operational efficiency by improving our operational process as well as adopting technological development on both software and hardware; (iv)  working capital and other general corporate purposes and (v) repayment of bank debt and other borrowings.

In order to meet the debt obligations and operating needs of our business, our management expects to satisfy the cash flow needs through (i) maintaining stable relationships with banks in order to renew the bank borrowings upon maturity or to arrange for additional banking facilities for use when necessary; (ii) maintaining stable cash inflows and avoiding breaching any debt covenants attached in the existing bank borrowings which has original maturity of five years; (iii) closely monitoring the collection status of accounts receivable and actively following up with our customers for settlements; (iv) diversifying and broadening our customer base to avoid reliance on particular customers and to expand our sources of revenue and cash flow; (v) effectively managing accounts payable and negotiating for longer credit periods from suppliers, when necessary; (vi) obtaining financial support from our Controlling Shareholder and investors to meet short-term operating expenses; and (vii) continuing to focusing on improving operational efficiency and cost reductions and enhancing efficiency.

Contract receivable, net

Contract receivable mainly represents amounts due from customers for provision of healthcare information technology solution services and sale of hardware and software services and net of allowance for the Company’s expected credit loss. The Company generally grants credit terms of 30 days to its clients. In evaluating the collectability of receivable balances, the Company considers specific evidence including aging of the receivable, the client’s payment history, its current creditworthiness and current economic trends and customer specific quantitative and qualitative factors that may affect our customers’ ability to pay. The Company regularly reviews the adequacy and appropriateness of the allowance for expected credit loss. The Company charges off receivables from allowance for credit losses after all collection efforts have ceased. If the receivables charged off the excess amounts are directly charged off in the consolidated statements of income and comprehensive income. As of March 31, 2023 and 2024, and the six months ended September 30, 2024, allowance provided for expected credit losses on accounts receivable aged within one year was US$9,293, US$13,173 and US$592, respectively.

Our contract receivable balance increased by US$161,649, or 82.6% from US$195,792 as of March 31, 2024 to US$357,441 as of September 30, 2024. The increase was mainly due to amounts billed to a major customer upon the completion of certain healthcare information technology solution service projects during the six months ended September 30, 2024.

Our contract receivable balance decreased by US$27,054, or 12.1% from US$222,846 as of March 31, 2023 to US$195,792 as of March 31, 2024. The decrease was mainly due to the prompt settlement of accounts receivable from customers during the year.

Contract assets, net

Contract assets, net consisted of the following:

Movements of allowance for expected credit loss were as follows:

Our contract assets, net increased significantly from US$0.6 million as of March 31, 2024 to US$2.5 million as of September 30, 2024.The increase was mainly attributable to an increase in unbilled revenue from healthcare information technology solution service based on our practice of billing customers upon the achievement of milestones specified in our customer contracts and not at the time that the service we provide is rendered. As of February 28, 2025, approximately US$1.7 million of our contract assets, net as of September 30, 2024 had been billed and reclassified to contract receivables and has subsequently been paid.

Deposits, prepayments and other receivables, net

Deposits, prepayments and other receivables, net consisted of the following: