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1、F-1 1 formf-1.htm As filed with the Securities and Exchange Commission on September 11,2023.Registration No.333-_ UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 FENBO HOLDINGS LIMITED(Exact name of Registrant as speci

2、fied in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 3634 Not Applicable(State or Other Jurisdictionof Incorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)Unit J,19/F,World Tech Centre95 How

3、Ming StreetKwun TongKowloon,Hong KongTelephone:+(852)2343-3328(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Cogency Global Inc.122 E.42nd Street,18th FloorNew York,New York 10168Telephone:(800)221-0102(Name,address,including zip code,

4、and telephone number,including area code,of agent for service)Copies to:Henry F.Schlueter,Esq.Celia Velletri,Esq.Schlueter&Associates,P.C.5655 South Yosemite Street,Suite 350Greenwood Village,CO 80111Telephone:(303)292-3883 Huan Lou,Esq.David B.Manno,Esq.Sichenzia Ross Ference LLP 1185 Avenue of the

5、 Americas,31st FloorNew York,NY 10036 Telephone:(212)930-9700 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of thisregistration statement.If any of the securities being registered on this Form are to be offered on a delayed or continu

6、ous basis pursuant to Rule 415 underthe 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 thefollowing box and list the Securities Act registration statement number of the earli

7、er effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offe

8、ring.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the Registrant i

9、s an emerging growth company as defined in Rule 405 of the Securities Act of1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if theRegistrant has elected not to use the extended transition period for

10、complying with any new or revised financial accountingstandards 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 toits Accounting Standards Codification after Apr

11、il 5,2012.The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay itseffective date until the Registrant shall file a further amendment which specifically states that this registration statementshall thereafter become effective in accordance with S

12、ection 8(a)of the Securities Act of 1933 or until the registrationstatement shall become effective on such date as the Commission,acting pursuant to said Section 8(a),may determine.EXPLANATORY NOTE This Registration Statement contains two prospectuses,as set forth below.Public Offering Prospectus.A

13、prospectus to be used for the public offering by the Registrant of up to 1,000,000ordinary shares of the Registrant(the“Public Offering Prospectus”)through the underwriter named on the cover page ofthe Public Offering Prospectus.Resale Prospectus.A prospectus to be used for the resale by selling sha

14、reholders of up to 2,000,000 Ordinary Shares ofthe Registrant(the“Resale Prospectus”).The Company will not receive any proceeds from the sale of shares by theselling shareholders.The Resale Prospectus is substantively identical to the Public Offering Prospectus,except for the following principal poi

15、nts:they contain different outside and inside front covers;they contain different Offering sections in the Prospectus Summary section beginning on page 5;they contain different Use of Proceeds sections on page 50;the Capitalization and Dilution sections on page 51,page 52 of the Public Offering Pros

16、pectus are deleted from the ResaleProspectus respectively;a Selling Shareholders section is included in the Resale Prospectus beginning on page 8;references in the Public Offering Prospectus to the Resale Prospectus will be deleted from the Resale Prospectus;the Underwriting section from the Public

17、Offering Prospectus on page 110 is deleted from the Resale Prospectus and aPlan of Distribution is inserted in its place;the Legal Matters section in the Resale Prospectus on page 10 deletes the reference to counsel for the Underwriter;and the outside back cover of the Public Offering Prospectus is

18、deleted from the Resale Prospectus.The Registrant has included in this Registration Statement,after the financial statements,a set of alternate pages to reflect theforegoing differences of the Resale Prospectus as compared to the Public Offering Prospectus.The information in this prospectus is not c

19、omplete and may be changed or supplemented.We may not sell these securitiesuntil the registration statement filed with the Securities and Exchange Commission is effective.This prospectus is not anoffer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdic

20、tion where such offer or saleis not permitted.PRELIMINARY PROSPECTUSSubject to Completion,dated September 11,2023 1,000,000 Ordinary Shares Fenbo Holdings Limited This is an initial public offering of ordinary shares,US$0.0001 par value per share(“Ordinary Shares”)of FenboHoldings Limited(“FHL”,“Com

21、pany”,“we”,“our”or“us”).The Company is offering on a firm commitment basis 1,000,000Ordinary Shares.We anticipate that the initial public offering price of the Ordinary Shares to be in the range of US$4.00 andUS$6.00 per Ordinary Share.Prior to this offering,there has been no public market for our O

22、rdinary Shares.We have applied to list our OrdinaryShares on the Nasdaq Capital Market under the symbol“FEBO”.We have not been approved for listing on the Nasdaq CapitalMarket;however,we believe that we currently meet the Nasdaq Capital Markets quantitative listing requirements and believe thatupon

23、the completion of the offering,we will meet the standards for listing on the Nasdaq Capital Market.We will not consummateand close this offering without a listing approval letter from the Nasdaq Capital Market.There can be no assurance that we will besuccessful in listing our Ordinary Shares on the

24、Nasdaq Capital Market.FHL is a holding company incorporated in the Cayman Islands with no material operations of its own.We conduct ouroperations in Hong Kong through our subsidiaries,Fenbo Industries Limited(“FIL”),and Able Industries Ltd.(“AIL”),bothincorporated in Hong Kong,and in China through F

25、enbo Plastic Products Factory(Shenzhen)Ltd.(“FPPF”)incorporated in thePRC(“China”or the“PRC”)(collectively,the“Operating Subsidiaries”).We directly hold equity interests in our OperatingSubsidiaries in China and Hong Kong,and we do not currently use a variable interest entity(“VIE”)structure.Investo

26、rs are cautioned that the Ordinary Shares they are buying are shares of the FHL,a Cayman Islandsholding company,and not shares of the Operating Subsidiaries.Investors in this offering will not directly hold equityinterests in the Operating Subsidiaries.Since our business operations are conducted in

27、China and Hong Kong through our Operating Subsidiaries,the Chinesegovernment may exercise significant oversight and discretion over the conduct of our business in China and Hong Kong and mayintervene in or influence our Operating Subsidiaries operations at any time,which could result in a material c

28、hange in theiroperations and/or the value of our Ordinary Shares.China and PRC shall refer to the Peoples Republic of China,including Hong Kong,Macau,and Taiwan;however,theonly time such jurisdictions are not included in the definition of the PRC and China in this prospectus is when we make referenc

29、eto the specific laws that have been adopted by the PRC.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 GrowthCompany”an

30、d“Implications of Being a Foreign Private Issuer”on page 14 of this prospectus for more information.Investing in our Ordinary Shares involves significant risks.The risks could result in a material change in the valueof the securities we are registering for sale including the risk of losing your enti

31、re investment or could significantly limit orcompletely hinder our ability to offer or continue to offer securities to investors.See“Risk Factors”beginning on page 19to read about factors you should consider before buying our Ordinary Shares.We are subject to legal and operational risks associated w

32、ith having certain of our Operating Subsidiariesoperations in China,including risks related to the legal,political and economic policies of the Chinese government,therelations between China and Hong Kong and China and the United States,or Chinese or United States regulations,whichrisks could result

33、in a material change in our operations and/or cause our Ordinary Shares to significantly decline in valueor become worthless and affect our ability to offer or continue to offer securities to investors.Recently,the PRCgovernment initiated a series of regulatory actions and made a number of public st

34、atements on the regulation of businessoperations in China with little advance notice,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companies listed overseas,adopting new measures to extend the scope ofcybersecurity reviews,and expanding

35、 efforts in anti-monopoly enforcement.We may be subject to these regulatory actionsor statements.Although we have not engaged in any monopolistic behavior,our business does involve the collection of userdata and may implicate cybersecurity reviews.We currently expect that these new regulations may h

36、ave an impact on ourOperating Subsidiaries or this offering.On February 17,2023,with the approval of the State Council,the China Securities Regulatory Commission(the“CSRC”)promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by DomesticCompanies(“Trial Measures”)

37、,and five supporting guidelines,which came into effect on March 31,2023.Pursuant tothe Trial Measures,domestic companies that seek to offer or list securities overseas,both directly and indirectly,shallcomplete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within

38、 three working daysfollowing their submission of initial public offerings or listing applications.If a domestic company fails to complete therequired filing procedures or conceals any material fact or falsifies any major content in its filing documents,such domesticcompany may be subject to administ

39、rative penalties,such as an order to rectify,warnings and fines,and its controllingshareholders,actual controllers,the person directly in charge and other directly liable persons may also be subject toadministrative penalties,such as warnings and fines.As of the date of this prospectus,we have not r

40、eceived any formal inquiry,notice,warning,sanction,or objection from the CSRC with respect to the listing of our OrdinaryShares,and,in the opinion of our PRC legal counsel,Sundial Law Firm,the filing requirements under the TrialMeasurements do not apply to the Company since:(i)the revenue,total prof

41、it,total assets or net assets of FPPF was lessthan 50%of that of the Company in total for the fiscal year ended December 31,2022;and(ii)the majority of seniormanagement are non-PRC citizens and reside in Hong Kong.However,there can be no assurance that the relevant PRC governmental authorities,inclu

42、ding the CSRC,wouldreach the same conclusion as us,or that the CSRC or any other PRC governmental authorities would not promulgate newrules or new interpretation of current rules(with retrospective effect)to require us to obtain CSRC or other PRCgovernmental approvals for this offering.If we inadver

43、tently concluded that such approvals are not required,our ability tooffer or continue to offer our Ordinary Shares to investors could be significantly limited or completed hindered,whichcould cause the value of our Ordinary Shares to significantly decline or become worthless.We may also face sanctio

44、ns bythe CSRC,the CAC or other PRC regulatory agencies.These regulatory agencies may impose fines,penalties,limit ouroperations in China,or take other actions that could have a material adverse effect on our business,financial condition,results of operations and prospects,as well as the trading pric

45、e of our securities.See“Risk Factors”beginning on page 19for a discussion of these legal and operational risks and other information that should be considered before making adecision to purchase our Ordinary Shares.I Although Hong Kong is a Special Administrative Region and a dependency of the PRC,i

46、t has enacted its own lawspertaining to data security and anti-monopoly concerns.Hong Kong enacted the Personal Data(Privacy)Ordinance(the“PDPO”)to ensure an adequate level of data protection to retain its status as an international trading center and to giveeffect to human rights treaty obligations

47、.Moreover,Hong Kong has also enacted a similar piece of legislation regulatingcompetition in the market(the“Competition Ordinance”).The Competition Ordinance prohibits:(i)anti-competitiveagreements and concerted practices;and(ii)abuse of power with the object or effect of preventing,restricting or d

48、istortingcompetition in Hong Kong.If we were to be found in violation of either of these laws,our Hong Kong OperatingSubsidiarys operations may be restricted,and it may be required or elect to make changes to its operations in Hong Kongso as to be in accordance with the PDPO and/or the Competition O

49、rdinance.Moreover,Hong Kong authorities may takeother action against us,such as imposing taxes or other penalties,which could materially affect our financial results.Thus,our revenue and business operations in Hong Kong would be adversely affected.In addition,the Holding Foreign Companies Accountabl

50、e Act(the“HFCAA”),which prohibits foreign companiesfrom listing their securities on U.S.exchanges if the Companys auditor has been unavailable for PCAOB inspection orinvestigation for three consecutive years,became law in December 2020.On December 16,2021,the PCAOB issued adetermination(the“Determin

51、ation Report”)that the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong because of positions taken byauthorities in those jurisdictions,and the PCAOB included in the Determination Report a list of the accou

52、nting firms thatare headquartered in the PRC or Hong Kong.On December 15,2022,the PCAOB announced that it has secured completeaccess to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong andvoted to vacate the previous 2021 Determination Report t

53、o the contrary.The SEC adopted final amendments to its rules toimplement the HFCAA,which went into effect on January 20,2022.As part of the SECs final rules,identified issuers willneed to provide additional disclosures in subsequent filings that prove the issuer is not owned or controlled by agovern

54、mental authority in the foreign jurisdiction of the audit firm identified by the PCAOB in the Determination Report.The Determination Report includes our auditor,Centurion ZD CPA&Co.,which is based in Hong Kong,is registered withthe PCAOB,is subject to PCAOB inspection and was last inspected in May 2

55、023.In the event that it is later determinedthat the PCAOB is unable to inspect or investigate completely our auditor or our work papers because of a position takenby an authority in a foreign jurisdiction,then such lack of inspection could cause our securities to be delisted from theapplicable stoc

56、k exchange.The delisting of our Ordinary Shares,or the threat of their being delisted,may materially andadversely affect the value of your investment.Furthermore,on June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Companies AccountableAct(the“AHFCAA”),which was enacted on December

57、 29,2022,and amended the HFCAA to require the SEC to prohibitan issuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for twoconsecutive years instead of three.On August 26,2022,the CSRC,the Ministry of Finance of the PRC(the“MOF”),and the PCAO

58、B signed aStatement of Protocol(the“Protocol”)to allow the PCAOB to inspect and investigate completely registered publicaccounting firms headquartered in mainland China and Hong Kong,consistent with the Holding Foreign CompaniesAccountable Act(the“HFCA Act”),and the PCAOB will be required to reasses

59、s its determinations by the end of 2022.Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC,the PCAOB shall have independent discretionto select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.II On December

60、 15,2022,the PCAOB Board determined that the PCAOB was able to secure complete access toinspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted tovacate its previous determinations to the contrary.However,should PRC authorities obstruct or o

61、therwise fail to facilitatethe PCAOBs access in the future,the PCAOB Board will consider the need to issue a new determination.On December 29,2022,the AHFCAA was enacted,which amended the HFCA Act by decreasing the number of non-inspection years fromthree years to two,thus reducing the time period b

62、efore our common stock may be prohibited from trading or delisted.Notwithstanding the foregoing,in the event it is later determined that the PCAOB is unable to inspect or investigatecompletely our auditor,then such lack of inspection could cause our securities to be delisted from the stock exchange.

63、See“Risk Factors Risks Related to Doing Business in China and Hong Kong Our Ordinary Shares may be delisted underthe Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors.”As a holding company,we will rely on dividends and other distributions on equity paid by our

64、Hong Kong or PRCOperating Subsidiaries for our cash and financing requirements.If our Hong Kong and PRC Operating Subsidiaries incurdebt on their own behalf in the future,the instruments governing such debt may restrict their ability to pay dividends to us.Moreover,to the extent cash is in our PRC O

65、perating Subsidiary,there is a possibility that the funds may not be availableto fund our operations or for other uses outside the PRC due to interventions or the imposition of restrictions andlimitations by the PRC government on the ability to transfer cash.However,none of our Operating Subsidiarie

66、s have paidany dividends or other distributions to our holding company as of the date of this prospectus.In the future,cash proceedsraised from overseas financing activities,including this offering,may be transferred by us to our PRC or Hong KongOperating Subsidiaries via capital contribution or sha

67、reholder loans,as the case may be.As of the date of this prospectus,we have not paid any dividends or made any distributions to any U.S.investors.As of the date of this prospectus,there have been no cash flows between our Cayman Islands holding company andany of our Subsidiaries or Operating Subsidi

68、aries.The transfer of funds among companies is subject to the Provisions ofthe Supreme Peoples Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases(2020 Revision),(the“Provisions on Private Lending Cases”),which was implemented on August 20,2020,to regulate

69、 thefinancing activities between natural persons,legal persons,and unincorporated organizations.The Provisions on PrivateLending Cases do not prohibit using cash generated from one subsidiary to fund another subsidiarys operations.We havenot been notified of any other restriction which could limit o

70、ur PRC Operating Subsidiaries ability to transfer cashbetween subsidiaries.We intend to conduct regular review and management of all of our Subsidiaries and OperatingSubsidiaries cash transfers and report to our Board of Directors.Upon completion of this offering,our issued and outstanding shares wi

71、ll consist of 11,000,000 Ordinary Shares,assumingthe underwriters do not exercise their over-allotment option to purchase additional Ordinary Shares,or 11,150,000 OrdinaryShares,assuming the over-allotment option is exercised in full.As of the date of this prospectus,Luxury Max Investments Limited,a

72、 British Virgin Islands company(“LMIL”)owns 80%of our Ordinary Shares.We will be a controlled company as defined underNasdaq Marketplace Rule 5615(c)because,immediately after the completion of this offering,Mr.Li Kin Shing,our controllingshareholder,and Executive Director,through his ownership of 10

73、0%of the outstanding shares of LMIL,will own 72.7%of ourtotal issued and outstanding Ordinary Shares,representing 72.7%of the total voting power,assuming that the underwriters do notexercise their over-allotment option,or 71.7%of our total issued and outstanding Ordinary Shares,representing 71.7%of

74、the totalvoting power,assuming that the over-allotment option is exercised in full.III Neither the United States Securities and Exchange Commission nor any state securities commission nor any otherregulatory body has approved or disapproved of these securities or determined if this prospectus is tru

75、thful or complete.Any representation to the contrary is a criminal offense.Per Share Total(3)Initial public offering price US$US$(5)Underwriting discounts and commissions to be paid by us(1)US$US$Proceeds to the Company before expenses(1)(2)US$US$(1)We have agreed to pay the underwriters a discount

76、equal to 8%of the gross proceeds of the offering.This table doesnot include a non-accountable expense allowance equal to 1%of the gross proceeds of this offering payable to theunderwriters.For a description of the other compensation to be received by the underwriters,see“Underwriting”beginning on pa

77、ge 110.(2)Excludes fees and expenses payable to the underwriters and other expenses of this offering.The total amount ofunderwriters expenses related to this offering is set forth in the section entitled“Expenses Related to This Offering”onpage 105.(3)Assumes that the underwriters do not exercise an

78、y portion of their over-allotment option.We have granted the underwriters an option,exercisable from time to time in whole or in part,to purchase up to 15%ofthe total number of Ordinary Shares to be offered by us pursuant to this offering(excluding Ordinary Shares subject to this option)at the initi

79、al public offering price,less underwriting discounts,and commissions,within 45 days from the date of this prospectus tocover over-allotments,if any.If the underwriters exercise the option in full,the total underwriting discounts payable will beUS$_,and the total proceeds to us,before expenses,will b

80、e US$_.If we complete this offering,net proceeds will be delivered to us on the closing date.The underwriters expect to deliver the Ordinary Shares to the purchasers against payment on or about _,2023.You should not assume that the information contained in the registration statement of which this pr

81、ospectus is a part isaccurate as of any date other than the date hereof,regardless of the time of delivery of this prospectus or of any sale of theOrdinary Shares being registered in the registration statement of which this prospectus is a part.No dealer,salesperson or any other person is authorized

82、 to give any information or make any representations inconnection with this offering other than those contained in this prospectus and,if given or made,the information or representationsmust not be relied upon as having been authorized by us.This prospectus does not constitute an offer to sell or a

83、solicitation of anoffer to buy any security other than the securities offered by this prospectus,or an offer to sell or a solicitation of an offer to buyany securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.EF Huttondivision of Benchmark Inv

84、estments,LLC The date of this prospectus is _,2023.IV TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1PRESENTATION OF FINANCIAL INFORMATION1MARKET AND INDUSTRY DATA1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS1DEFINITIONS3PROSPECTUS SUMMARY5SUMMARY FINANCIAL DATA18RISK FACTORS19ENFORCEABILITY OF CI

85、VIL LIABILITIES48USE OF PROCEEDS50CAPITALIZATION51DIVIDENDS AND DIVIDEND POLICY52DILUTION52SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA53MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS55HISTORY AND CORPORATE STRUCTURE62INDUSTRY OVERVIEW63BUSINESS70REGULATORY ENV

86、IRONMENT79MANAGEMENT84PRINCIPAL SHAREHOLDERS90RELATED PARTY TRANSACTIONS92DESCRIPTION OF SHARE CAPITAL93CERTAIN CAYMAN ISLANDS COMPANY CONSIDERATIONS98SHARES ELIGIBLE FOR FUTURE SALE104EXPENSES RELATED TO THIS OFFERING105MATERIAL TAX CONSIDERATIONS106UNDERWRITING110LEGAL MATTERS117EXPERTS117CHANGE I

87、N ACCOUNTANTS117WHERE YOU CAN FIND ADDITIONAL INFORMATION117INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 Until _,2023(the 25th day after the date of this prospectus),all dealers that effect transactions in these OrdinaryShares,whether or not participating in this offering,may be required to deliver

88、 a prospectus.This is in addition to the dealersobligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.V ABOUT THIS PROSPECTUS Neither the Company nor any of the underwriters have authorized anyone to provide you with any informa

89、tion or to makeany representations other than as contained in this prospectus or in any related free writing prospectus.Neither the Company northe underwriters take responsibility for,or provide any assurance about the reliability of,any information that others may give you.This prospectus is an off

90、er to sell only the securities offered hereby,and only under circumstances and in jurisdictions where it islawful to do so.The information contained in this prospectus is accurate only as of the date of this prospectus,regardless of thetime of delivery of this prospectus or any sale of the securitie

91、s.Our business,financial condition,results of operations andprospects may have changed since that date.For investors outside the United States:neither the Company nor the underwriters have done anything that would permitthis offering or possession or distribution of this prospectus in any jurisdicti

92、on,other than the United States,where action for thatpurpose 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 out

93、side theUnited States.PRESENTATION OF FINANCIAL INFORMATION Basis of Presentation Unless otherwise indicated,all financial information contained in this prospectus is prepared and presented in accordancewith generally accepted accounting principles in the United States of America(“U.S.GAAP”or“GAAP”)

94、.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 arithmeticaggregation of those that precede them and amounts,and figures e

95、xpressed as percentages in the text may not total 100%or,whenaggregated,may not be the arithmetic aggregation of the percentages that precede them.For the purpose of undertaking a public offering of its Ordinary Shares,effective November 18,2022,the Companyengaged in a series of re-organizing transa

96、ctions resulting in 10,000,000 Ordinary Shares held by Luxury Max InvestmentsLimited,which have been retroactively restated to the beginning of the first period presented herein.Financial Information in U.S.Dollars Our reporting currency is the Hong Kong dollar.For the purpose of presenting these fi

97、nancial statements of our OperatingSubsidiary,FPPF,using RMB as functional currency,the Companys assets and liabilities are expressed in Hong Kong dollars atthe exchange rate on the balance sheet date,which is 0.8866 and 0.8176 as of December 31,2022 and December 31,2021,respectively;shareholders eq

98、uity accounts are translated at historical rates,and income and expense items are translated at theaverage exchange rate during the period,which is 0.8642 and 0.8292 for the years ended December 31,2022 and 2021,respectively.This prospectus also contains translations of Hong Kong dollars into U.S.do

99、llars for the convenience of the reader.Unless otherwise stated,all translations of Hong Kong dollars into U.S.dollars were made at US$0.12818 to HK$1.,the exchangerates set forth in the statistical releases of the Federal Reserve Board on December 31,2022,We make no representation that theHong Kong

100、 dollar or U.S.dollar amounts referred to in this prospectus could have been or could be converted into U.S.dollars orHong Kong dollars,as the case may be,at any particular rate or at all.MARKET AND INDUSTRY DATA Certain market data and forecasts used throughout this prospectus were obtained from in

101、ternal company surveys,marketresearch,consultant surveys,reports of governmental and international agencies and industry publications and surveys.Industrypublications and third-party research,surveys and reports generally indicate that their information has been obtained from sourcesbelieved to be r

102、eliable.This information involves a number of assumptions and limitations,and you are cautioned not to giveundue weight to such estimates.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

103、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,”“

104、Useof Proceeds,”“Managements Discussion and Analysis of Financial Condition and Results of Operations,”“Industry Overview”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 ou

105、r actual results,performance,or achievements to be materiallydifferent from any future results,performance or achievements expressed or implied by the forward-looking statements.1 In some cases,these forward-looking statements can be identified by words or phrases such as“believe,”“plan,”“expect,”“i

106、ntend,”“should,”“seek,”“estimate,”“will,”“aim”and“anticipate,”or other similar expressions,but these are not theexclusive means of identifying such statements.All statements other than statements of historical fact included in this document,including those regarding future financial position and res

107、ults,business strategy,plans and objectives of management for futureoperations(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 that are

108、 forward-lookingstatements,including in our periodic reports that we will file with the SEC,other information sent to our shareholders and otherwritten materials.These forward-looking statements are subject to risks,uncertainties,and assumptions,some of which are beyond ourcontrol.In addition,these

109、forward-looking statements reflect our current views with respect to future events and are not aguarantee of future performance.Actual outcomes may differ materially from the information contained in the forward-lookingstatements as a result of a number of factors,including,without limitation,the ri

110、sk factors set forth in“Risk Factors”and in thissection of the prospectus.Important factors that could cause our actual results to differ materially from those in the forward-looking statementsinclude,but are not limited to,regional,national,or global political,economic,business,competitive,market a

111、nd regulatoryconditions and the following:our Operating Subsidiaries business strategies,operating plans,and business prospects;our Operating Subsidiaries capital commitment plans and funding requirements;our ability to effectuate and manage our Operating Subsidiaries planned business expansion;our

112、Operating Subsidiaries ability to attract customers and maintain customer loyalty;our Operating Subsidiaries ability to retain senior management team members and recruit qualified andexperienced new team members;our Operating Subsidiaries ability to maintain their competitiveness and operational eff

113、iciency;our Operating Subsidiaries prospective financial conditions;general economic market and business and financial conditions in Hong Kong,the PRC and globally;laws,regulations,and rules for the personal care electric appliance industry in Hong Kong,the PRC andglobally;future trends,developments

114、,and conditions in the personal care electric appliance industry in Hong Kong,thePRC and globally;certain statements in“Managements Discussion and Analysis of Financial Condition and Results of Operations”with respect to trends in prices,volumes,and operations;our ability to execute strategies for o

115、ur Operating Subsidiaries;changes in the need for capital and the availability of financing and capital to fund those needs;our ability to anticipate and respond to changes in the markets in which our Operating Subsidiaries operate,andto client demands,trends and preferences;exchange rate fluctuatio

116、ns,including fluctuations in the exchange rates of currencies that are used in ourOperating Subsidiaries business;changes in interest rates or rates of inflation;legal,regulatory,and other proceedings arising out of our Operating Subsidiaries operations;and other factors that are described in“Risk F

117、actors.”2 The forward-looking statements made in this prospectus relate only to events or information as of the date on which thestatements are made in this prospectus.Except as required by law,we undertake no obligation to update nor revise publicly anyforward-looking statements,whether as a result

118、 of new information,future events or otherwise,after the date on which thestatements are made or to reflect the occurrence of unanticipated events.You should read this prospectus and the documents thatwe reference in this prospectus and have filed as exhibits to the registration statement,of which t

119、his prospectus is a part,completely and with the understanding that our actual future results or performance may be materially different from what weexpect.This prospectus contains certain data and information that we obtained from various research and other publications.Statistical data in these pu

120、blications also include projections based on a number of assumptions.The markets for personal careelectric appliances/hair styling products may not grow at the rate projected by such market data,or at all.Failure of our industryto grow at the projected rate may have a material and adverse effect on

121、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 maydiffer from the projections based on these assumptions.You should not place undue reliance on these forward-looking

122、statements.DEFINITIONS“AIL”means Able Industries Ltd.,a private company limited by shares incorporated on November 7,2005,under the laws ofHong Kong and one of our Operating Subsidiaries conducting business operations in Hong Kong“Articles of Association”means the memorandum and articles of associat

123、ion of our Company adopted on September 30,2022,andas further supplemented,amended,or otherwise modified from time to time,a copy of which is filed as Exhibit 3.1 to ourRegistration Statement filed with the SEC on _.“Business Day”means a day(other than a Saturday,Sunday,or public holiday in the U.S.

124、)on which licensed banks in the U.S.aregenerally open for normal business to the public.“BVI”means the British Virgin Islands.“CAGR”means compound annual growth rate.“Companies Act”means the Companies Act(as revised)of the Cayman Islands,as amended,supplemented and/or otherwisemodified from time to

125、time.“Companies Ordinance”means the Companies Ordinance(Chapter 622 of the laws of Hong Kong)as amended,supplemented,orotherwise modified.“Controlling Shareholder”means for the purposes of our Company,Mr.Li Kin Shing,individually,and Luxury Max InvestmentsLimited,a British Virgin Islands company,as

126、a group,where the context requires.“COVID-19”means the Coronavirus Disease 2019.“EIT Law”or“EIT Rules”means the Enterprise Income Tax Law of the Peoples Republic of China.“EU”means the European Union.“Exchange Act”means the United States Securities Exchange Act of 1934,as amended.“FHL”“Company,”“we,

127、”“us”or“our”means our holding company,Fenbo Holdings Limited,an exempted company limited byshares incorporated on September 30,2022,under the laws of the Cayman Islands.“FIL”means Fenbo Industries Ltd.,a private company limited by shares incorporated on June 17,1993,under the laws of HongKong and on

128、e of our Operating Subsidiaries conducting business operations in Hong Kong.“FPPF”means Fenbo Plastic Products Factory(Shenzhen)Ltd.,a limited liability company incorporated on October 19,2010,under the laws of the PRC,which is one of our Operating Subsidiaries conducting business operations in the

129、PRC.3 “Group,”“our Group,”“we,”“us,”or“our”means our holding company and its subsidiaries or any of them,or where the contextso requires,in respect of the period before our Company became the holding company of its present subsidiaries,such subsidiariesas if they were subsidiaries of our Company at

130、the relevant time or the businesses which have since been acquired or carried on bythem or,as the case may be,their predecessors.“Hong Kong dollars”or“HKD”or“HK$”means Hong Kong dollars,the lawful currency of Hong Kong.“Hong Kong Operating Subsidiaries”means FIL and AIL.“Independent Third Party”mean

131、s a person or company who or which is independent of and is not a 5%owner of,does not controland is not controlled by or under common control with any 5%owner and is not the spouse nor descendant(by birth or adoption)of any 5%owner of the Company.“LMIL”means Luxury Max Investments Limited,a British

132、Virgin Islands company incorporated on October 21,2022,which is aholding company not conducting any business operations but owning 10,000,000 shares(100%)of the total issued and outstandingshares of the Company,and whose total issued,and outstanding shares are owned by Mr.Li Kin Shing,a Controlling

133、Shareholderand Executive Director of the Company.“NASDAQ Market”means an online global electronic marketplace for buying and selling securities,which operates 25 markets,1clearinghouse and 5 central securities depositories in the United States and Europe.“Operating Subsidiaries”means FIL,AIL and FPP

134、F.“PRC”or“China”means the Peoples Republic of China,excluding,for the purposes of this prospectus only,Hong Kong,theMacau Special Administrative Region of the Peoples Republic of China and Taiwan.“PRC Operating Subsidiary”means FPPF.“Principal Shareholder”means LMIL,a British Virgins Islands company

135、 beneficially owned 100%by Mr.Li Kin Shing,ourExecutive Director.“Reorganization”means the reorganization arrangements undertaken by our Group in preparation for the listing on the NasdaqMarket,which are described in more detail in“History and Corporate Structure”in this prospectus.“RLHL”means Rich

136、Legend Holdings Limited,a BVI business company limited by shares incorporated on October 21,2022,under the laws of the BVI and the holding company of our Operating Subsidiaries.“RMB”means Renminbi,the lawful currency of the PRC.“Securities Act”means the U.S.Securities Act of 1933,as amended.“SEC”or“

137、Securities and Exchange Commission”means the United States Securities and Exchange Commission.“US$,”“$”or“USD”means United States dollar(s),the lawful currency of the United States.4 PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus.This summary may not co

138、ntain all of theinformation that may be important to you,and we urge you to read this entire prospectus carefully,including the“Risk Factors,”“Business”and“Managements Discussion and Analysis of Financial Condition and Results of Operations”sections and ourconsolidated financial statements and notes

139、 to those statements,included elsewhere in this prospectus,before deciding to invest inour Ordinary Shares.This prospectus includes forward-looking statements that involve risks and uncertainties.See“Special NoteRegarding Forward-Looking Statements.”Unless otherwise stated,all references to“us,”“our

140、,”“we,”the“Company,”andsimilar designations refer to Fenbo Holdings Limited,a Cayman Islands exempted company limited by shares.Overview and Corporate History FHL,incorporated on September 30,2022,under the laws of the Cayman Islands,is the holding company of ourOperating Subsidiaries,AIL,FIL and FP

141、PF.Through our Operating Subsidiaries,we represent over 30 years of experienceproducing personal care electric appliances(principally electrical hair styling products)and toy products to overseas markets.Ouroperating history began in 1993 when FIL was founded in Hong Kong by Mr.Li Kin Shing as a toy

142、 manufacturer and distributor.As the toy market deteriorated,he founded AIL in 2005 in Hong Kong,and shifted our operations to the manufacturing and salesof personal care electric appliances.Our manufacturing subsidiary,FPPF,located in Guangdong,PRC,was formed in the PRC onOctober 19,2010,and is cap

143、able of producing over three million units per year.We currently act as both an original equipmentmanufacturer(“OEM”)and original design manufacturer(“ODM”).Since 2006,the Company has served as an OEM for Spectrum Brands,a global home essential company,and its solecustomer,producing electrical hair

144、styling products,under the“Remington”brand which Spectrum Brands has the right of the useof,and which are currently sold to Europe,United States and Latin America.The use of a variable interest entity(“VIE”)to circumvent restrictions on foreign ownership is a longstanding industrypractice and well k

145、nown to officials and regulators in China;however,VIEs are not formally recognized under Chinese law.Recently,the government of China provided new guidance to and placed restrictions on China-based companies raising capitaloffshore,including through VIE structures.Although the China Securities Regul

146、atory Commission published that they do notobject to the use of VIE structures for Chinese companies to raise capital from non-Chinese investors,there is no guarantee that theChinese government or a Chinese regulator will not otherwise interfere with the operation of VIE structures.We do not utilize

147、 aVIE structure.Reorganization Effective November 18,2022,our Group completed a reorganization to consolidate its business operations in Hong Kongand the PRC into an offshore corporate holding structure to expand our manufacturing and sales operations and in anticipation oflisting on a recognized se

148、curities market.The Company was incorporated on September 30,2022.The Reorganization resulted inthe corporate structure as set forth in the chart below.The primary reason for this offering and our listing on the Nasdaq Market isto allow us to raise funds to strengthen our market position and to furt

149、her expand our market share.The net proceeds from theoffering from the sales of the Ordinary Shares by us will be used for,among other things:(i)to expand our production capacity andcapability;(ii)to strengthen our engineering,research,and development capability;(iii)to penetrate and further expand

150、into newand existing geographical markets;and(iv)for general working capital.We will not receive any of the proceeds from the sale ofthe Ordinary Shares by the Selling Shareholder.We believe that a public listing status will also enhance our corporate profile forthe public and potential clients and

151、investors.For details,please refer to the section headed“Use of Proceeds”on page 50 of thisprospectus and“History and Corporate Structure”on page 62 of this prospectus.The major steps of the Reorganization were as follows:(i)incorporation on September 30,2022,of Fenbo Holdings Limited in the Cayman

152、Islands as anexempted company with limited liability with an authorized share capital of$30,300.00 consisting of303,000,000 shares of a nominal or par value of US$0.0001 each;at incorporation,one Ordinary Sharewas issued as fully paid to the nominee of the secretarial company engaged by us,and such

153、share wassubsequently transferred to Mr.Li Kin Shing on the same day;an additional 9,999 Ordinary Shareswere allotted and issued to Mr.Li Kin Shing on November 14,2022;on November 15,2022,LuxuryMax Investments Limited(“LMIL”),a company incorporated in the British Virgin Islands on October21,2022 and

154、 wholly owned by Mr.Li Kin Shing,acquired 10,000 Ordinary Shares,representing theentire issued share capital of FHL in consideration for 1 share,credited as fully paid,issued by LMIL toMr.Li Kin Shing;(ii)incorporation on October 21,2022,of RLHL as a limited liability company in the BVI authorized t

155、oissue a maximum of 50,000 shares with a par value of US$1.00 each;at incorporation,one share wasissued as fully paid to the initial subscriber and transferred to Mr.Li Kin Shing on the same day;(iii)on November 17,2022,RLHL acquired 1,999,999 shares and one(1)share in the issued share capital ofFIL

156、 from Mr.Li Kin Shing and Mr.Li Siu Lun Allan,representing in aggregate its entire issued sharecapital,at a consideration of 5 shares,credited as fully paid,issued by RLHL and a cash considerationof HK$100,respectively;upon completion of the acquisition,FIL and FPPF became indirect whollyowned subsi

157、diaries of the Company;5 (iv)on November 17,2022,RLHL acquired the entire issued share capital of AIL from Mr.Li Kin Shing,ata consideration of 4 shares,credited as fully paid,issued by RLHL;upon completion of the acquisitionAIL became an indirect wholly owned subsidiary of the Company;and (v)on Nov

158、ember 18,2022,FHL acquired the entire issued share capital of RLHL from Mr.Li Kin Shing inconsideration for the issuance and allotment of 9,990,000 Ordinary Shares of the Company at a parvalue of US$0.0001 each to LMIL.Following the Reorganization,on August 11,2023,LMIL completed a private placement

159、 of an aggregate of 2,000,000Ordinary Shares owned by it at a price of$2.50 per share to:Yuk Tong Lam(500,000 Ordinary Shares),Majestic DragonInvestment Co.Limited(500,000 Ordinary shares),Top Dragon International Limited(300,000 Ordinary Shares),Smart TechGroup Limited(300,000 Ordinary Shares),and

160、Power Ocean Ventures Limited(400,000 Ordinary Shares).Therefore,as a result of the Reorganization and the private placement,as of the date of this prospectus:(i)LMIL which is100%owned by Mr.Li Kin Shing,owns 80%of our Company,(ii)our Company is a holding company and owns 100%of RLHL,(iii)RLHL owns 1

161、00%of FIL and AIL and(iv)FIL owns 100%of FPPF.We do not utilize a variable interest entity(“VIE”)structure.The following diagram illustrates our corporate structure as of the date of this prospectus and on completion of theOffering.For more detail on our corporate history please refer to“Our History

162、 and Corporate Structure”appearing on page 62 ofthis prospectus.Pre-Offering Post-Offering(assuming no exercise of the Underwriters over-allotment option)Purchasers in this offering are buying shares of Fenbo Holdings Limited(“Company”),a Cayman Islands company,whereas all of our operations are cond

163、ucted through our Operating Subsidiaries.At no time will the Companys shareholdersdirectly own shares of the Operating Subsidiaries.We are and will be a“controlled company”as defined under the Nasdaq Stock Market Rules because,immediately afterthe completion of this offering,our Controlling Sharehol

164、der,will own 72.7%of our total issued and outstanding Ordinary Shares,representing 72.7%of the total voting power,assuming that the underwriters do not exercise their over-allotment option.6 Business of the Operating Subsidiaries Our mission is to be an industry leader in providing personal care ele

165、ctric appliances.Competitive Strengths We believe the following competitive strengths differentiate us from our competitors:Long term and stable relationship with“Spectrum Brands”,a diversified global branded consumer products and homeessentials company,which owns the right to use the Remington trad

166、emark for personal care products and its solecustomer for whom it develops,and supplies products sold under the Remington brand.R&D department with substantial industry experience and market awareness permitting it to anticipate market changesand proactively develop innovative and trendy products;St

167、ringent adherence to quality control;andManagement members that have decades of operating history,deep industry knowledge,proven track records,andestablished presence in the industry.Our Strategies We intend to pursue the following strategies to further expand our business:Upgrade and expand our exi

168、sting production capacity,and capability by purchasing and installing new equipment,such asour plastic injection molding production line and other ancillary equipment in the SZ Factory.Strengthen and reinforce our engineering,research,and product development capabilities by recruiting additionalengi

169、neers and/or research and development personnel which will better position us to expand the range of product/models and lines available for our current sole customer and potential future ODM and OBM customers.Penetrate and further expand into existing and new geographic markets by enhancing our sale

170、s and marketing efforts andestablishing new subsidiary or representative offices and in new or existing geographical markets such as United States to(i)strengthen our support services to our sole existing customer,Spectrum Brands,to provide a more timely response totheir requirements thus solidifyin

171、g our relationship and potentially resulting in our engagement by Spectrum Brands foradditional products;and(ii)explore cooperative opportunities with other potential new customers,thereby capturing newsales opportunities and expanding our market share.REGULATORY APPROVAL OF THE PRC Permission Requi

172、red from Hong Kong and Chinese Authorities As of the date of this prospectus,neither we nor our Operating Subsidiaries are required to obtain any permission orapproval from the Hong Kong authorities to operate our business or issue our Ordinary Shares to foreign investors.We are also notrequired to

173、obtain permissions or approvals from any PRC authorities before listing in the U.S.and to issue our Ordinary Shares toforeign investors,including the CSRC or the CAC.However,in the event that(i)the PRC government expanded the categories of industries and companies whose foreignsecurities offerings a

174、re subject to review by the CSRC or the CAC and that we are required to obtain such permissions orapprovals;or(ii)we inadvertently concluded that relevant permissions or approvals were not required or that we did not receive ormaintain relevant permissions or approvals required,any action taken by t

175、he PRC government could significantly limit orcompletely hinder the operations of our Operating Subsidiaries and our ability to offer or continue to offer Ordinary Shares toinvestors and could cause the value of our Ordinary Shares to significantly decline or become worthless.RECENT REGULATORY DEVEL

176、OPMENT IN CHINA Recently,the PRC government initiated a series of regulatory actions and statements to regulate business operations incertain areas in China with little advance notice,including cracking down on illegal activities in the securities market,enhancingsupervision over China-based compani

177、es listed overseas using a variable interest entity structure(“VIE”),adopting new measuresto extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.On July 6,2021,the General Office of the Communist Party of China Central Committee and the General Office of

178、theState Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-qualitydevelopment of the capital market,which,among other things,requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and ju

179、dicial cooperation,to enhance supervision over China-based companies listed overseas,and to establish and improve the system of extraterritorial application of the PRC securities laws.On December 24,2021,theChina Securities Regulatory Commission(“CSRC”),published the Provisions of the State Council

180、on the Administration ofOverseas Securities Offering and Listing by Domestic Companies(the“Administration Provisions”),and the AdministrativeMeasures for the Filing of Overseas Securities Offering and Listing by Domestic Companies(the“Measures”),which are nowopen for public comment.7 Furthermore,on

181、July 10,2021,the Cyberspace Administration of China(“CAC”)issued a revised draft of theCybersecurity Review Measures(“Revised Draft”),which required that,among others,in addition to Critical InformationInfrastructure Operator(“CIIO”),any Data Processing Operator(“DPO”)controlling personal informatio

182、n of no less than onemillion users that seeks to list in a foreign stock exchange should also be subject to cybersecurity review,and further listed thefactors to be considered when assessing the national security risks of the relevant activities.On December 28,2021,the CAC,theNational Development an

183、d Reform Commission(“NDRC”),and several other administrations jointly issued the revised Measuresfor Cybersecurity Review,or the“Revised Review Measures”,which became effective and replaced the existing Measures forCybersecurity Review on February 15,2022.According to the Revised Review Measures,if

184、an“online platform operator”that isin possession of personal data of more than one million users intends to list in a foreign country,it must apply for a cybersecurityreview.Based on a set of Q&As published on the official website of the State Cipher Code Administration in connection with theissuanc

185、e of the Revised Review Measures,an official of the said administration indicated that an online platform operator shouldapply for a cybersecurity review prior to the submission of its listing application with non-PRC securities regulators.Moreover,theCAC released the draft of the Regulations on Net

186、work Data Security Management in November 2021 for public consultation,which among other things,stipulates that a data processor listed overseas must conduct an annual data security review by itself orby engaging a data security service provider and submit the annual data security review report for

187、a given year to the municipalcybersecurity department before January 31 of the following year.Given the recency of the issuance of the Revised ReviewMeasures and their pending effectiveness,there is a general lack of guidance and substantial uncertainties exist with respect totheir interpretation an

188、d implementation.Given the nature of our operating subsidiaries business,we believe this risk is not significant.Our Operating Subsidiariesdo not have any customers in China and are not CIIOs nor a DPO as defined in the Revised Review Measures.We do not currentlyexpect the Revised Review Measures to

189、 have an impact on our Operating Subsidiaries business,operations or this offering as wedo not believe that our Operating Subsidiaries are deemed to be operators of critical information infrastructure or data processorscontrolling personal information of no less than one million users,that are requi

190、red to file for cybersecurity review before listing inthe U.S.since(i)FIL and AIL are incorporated and operating in Hong Kong and the Revised Review Measures remain unclearwhether they shall be applicable to a Hong Kong company;(ii)FILs subsidiary in mainland China is directly owned,does not usea VI

191、E structure and its sole customer is;(iii)as of the date of this prospectus,none of the Operating Subsidiaries have collectedany personal information of PRC individuals;and(iv)as of the date of this prospectus,none of the Operating Subsidiaries havebeen informed by any PRC governmental authority of

192、any requirement that they file for a cybersecurity review.Therefore,webelieve that our Operating Subsidiaries are not covered by the permission and requirements from the CSRC or the CAC.Nevertheless,since these statements and regulatory actions are new,it is highly uncertain how soon the legislative

193、 oradministrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementationsand interpretations will be modified or promulgated.If the Revised Review Measures are adopted into law in the future and if anyof the Operating Subsidiaries are deemed an“

194、operator of critical information infrastructure”or a“data processor”controllingpersonal information of no less than one million users,the listing of our Ordinary Shares on U.S.exchanges could be subject toCACs cybersecurity review.If we become subject to the CAC or any other governmental agency,we c

195、annot assure you that wewill be able to list our Ordinary Shares on U.S.exchanges,or continue to offer securities to investors,which would materiallyaffect the interest of the investors and cause significantly depreciation of the price of our Ordinary Shares or render themworthless.On February 17,20

196、23,with the approval of the State Council,the China Securities Regulatory Commission(the“CSRC”)promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies(“TrialMeasures”),and five supporting guidelines,which came into effect on March 31,2023.Pursu

197、ant to the Trial Measures,domesticcompanies that seek to offer or list securities overseas,both directly and indirectly,shall complete filing procedures with the CSRCpursuant to the requirements of the Trial Measures within three working days following their submission of initial public offeringsor

198、listing applications.If a domestic company fails to complete the required filing procedures or conceals any material fact orfalsifies any major content in its filing documents,such domestic company may be subject to administrative penalties,such as anorder to rectify,warnings and fines,and its contr

199、olling shareholders,actual controllers,the person directly in charge and otherdirectly liable persons may also be subject to administrative penalties,such as warnings and fines.8 As of the date of this prospectus,(1)we and our PRC subsidiaries have received from PRC authorities all requisitelicenses

200、,permissions or approvals needed to engage in the businesses currently conducted in China,and no permission or approvalhas been denied,and(2)we have not received any formal inquiry,notice,warning,sanction,or objection from the CSRC withrespect to the listing of our Ordinary Shares,and,in the opinion

201、 of our PRC legal counsel,Sundial Law Firm,the filingrequirements under the Trial Measurements do not apply to the Company since:(i)the revenue,total profit,total assets or netassets of FPPF was less than 50%of that of the Company in total for the fiscal year ended December 31,2022;and(ii)themajorit

202、y of senior management are non-PRC citizens and reside in Hong Kong.However,there can be no assurance that the relevant PRC governmental authorities,including the CSRC,would reach thesame conclusion as us,or that the CSRC,CAC or any other PRC governmental authorities would not promulgate new rules o

203、r newinterpretation of current rules(with retrospective effect)to require us to obtain CSRC,CAC,or other PRC governmental approvalsfor this offering.If we inadvertently concluded that such approvals are not required,our ability to offer or continue to offer ourOrdinary Shares to investors could be s

204、ignificantly limited or completed hindered,which could cause the value of our OrdinaryShares to significantly decline or become worthless.We may also face sanctions by the CSRC,the CAC or other PRC regulatoryagencies.These regulatory agencies may impose fines,penalties,limit our operations in China,

205、or take other actions that couldhave a material adverse effect on our business,financial condition,results of operations and prospects,as well as the trading priceof our securities.See“Risk Factors”beginning on page 19 for a discussion of these legal and operational risks and otherinformation that s

206、hould be considered before making a decision to purchase our Ordinary Shares.HOLDING FOREIGN COMPANIES ACCOUNTABLE ACT(the“HFCA Act or the“HFCAA”)The HFCA Act was enacted on December 18,2020.The HFCA Act states if the SEC determines that a company has filedaudit reports issued by a registered public

207、 accounting firm that has not been subject to inspection by the PCAOB for threeconsecutive years beginning in 2021,the SEC shall prohibit the companys shares from being traded on a national securitiesexchange or in the over-the-counter trading market in the United States.On March 24,2021,the SEC ado

208、pted interim final rules relating to the implementation of certain disclosure anddocumentation requirements of the HFCA Act.A company will be required to comply with these rules if the SEC identifies it ashaving a“non-inspection”year under a process to be subsequently established by the SEC.The SEC

209、is assessing how toimplement other requirements of the HFCA Act,including the listing and trading prohibition requirements described above.On June 22,2021,the U.S.Senate passed a bill,enacted on December 29,2022,which amended the HFCAA to requirethe SEC to prohibit an issuers securities from trading

210、 on any U.S.stock exchanges if its auditor is not subject to PCAOBinspections for two consecutive years instead of three consecutive years.On December 2,2021,the SEC issued amendments to finalize rules implementing the submission and disclosurerequirements in the HFCA Act.The rules apply to registra

211、nts that the SEC identifies as having filed an annual report with an auditreport issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect orinvestigate completely because of a position taken by an authority in foreign jurisdictions(“

212、Commission-Identified Issuers”).Thefinal amendments require Commission-Identified Issuers to submit documentation to the SEC establishing that,if true,it is notowned or controlled by a governmental entity in the public accounting firms foreign jurisdiction.The amendments also requirethat a Commissio

213、n-Identified Issuer that is a“foreign issuer,”as defined in Exchange Act Rule 3b-4,provide certain additionaldisclosures in its annual report for itself and any of its consolidated foreign operating entities.Further,the release provides noticeregarding the procedures the SEC has established to ident

214、ify issuers and to impose trading prohibitions on the securities of certainCommission-Identified Issuers,as required by the HFCA Act.The SEC will identify Commission-Identified Issuers for fiscal yearsbeginning after December 18,2020.A Commission-Identified Issuer will be required to comply with the

215、 submission and disclosurerequirements in the annual report for each year in which it was identified.If a registrant is identified as a Commission-IdentifiedIssuer based on its annual report for the fiscal year ended December 31,2021,the registrant will be required to comply with thesubmission or di

216、sclosure requirements in its annual report filing covering the fiscal year ended December 31,2022.The finalamendments became effective on January 10,2022.Our auditor,Centurion ZD CPA&Co.(“Centurion ZD”),the independent registered public accounting firm that issuesthe audit report included in this pr

217、ospectus,as an auditor of companies that are traded publicly in the United States and a firmregistered with the PCAOB,is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections toassess Centurion ZDs compliance with applicable professional standards.Centurion ZD

218、 is headquartered in Hong Kong and hasbeen inspected by the PCAOB on a regular basis,with the last inspection in May 2023.9 On December 16,2021,the PCAOB issued a report on its determinations that it was unable to inspect or investigatecompletely PCAOB-registered public accounting firms headquartere

219、d in Mainland China and in Hong Kong,because of positionstaken by PRC authorities in those jurisdictions.The PCAOB made its determinations pursuant to PCAOB Rule 6100,whichprovides a framework for how the PCAOB fulfills its responsibilities under the HFCA Act.The report further listed in its Appendi

220、xA and Appendix B,Registered Public Accounting Firms Subject to the Mainland China Determination and Registered PublicAccounting Firms Subject to the Hong Kong Determination,respectively.Our auditor is headquartered in Hong Kong,appears aspart of the report and is listed under its Appendix B:Registe

221、red Public Accounting Firms Subject to the Hong Kong Determination.On August 26,2022,the PCAOB signed a Statement of Protocol(the“SOP”)Agreement with the China SecuritiesRegulatory Commission(“CSRC”)and Chinas Ministry of Finance.The SOP,together with two protocol agreements governinginspections and

222、 investigations(together,the“SOP Agreements”),establish a specific,accountable framework to make possiblecomplete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong,as required underU.S.law.Under the SOP Agreements the PCAOB shall have independent discre

223、tion to select any firms for inspection orinvestigation and has the unfettered ability to retain any information as needed.If the PCAOB continues to be prohibited fromconducting complete inspections and investigations of PCAOB-registered public accounting firms in mainland China and HongKong,the PCA

224、OB is likely to determine by the end of 2022 that positions taken by authorities in the PRC obstructed its ability toinspect and investigate registered public accounting firms in mainland China and Hong Kong completely,then the companiesaudited by those registered public accounting firms would be su

225、bject to a trading prohibition on U.S.markets pursuant to theHolding Foreign Companies Accountable Act.See“Risk Factors Risks Relating to Doing Business in Jurisdictions in which theOperating Subsidiaries Operate Although the audit report included in this prospectus is prepared by U.S.auditors who a

226、recurrently inspected by the PCAOB,there is no guarantee that future audit reports will be prepared by auditors inspected by thePCAOB and,as such,in the future,investors may be deprived of the benefits of such inspection.Furthermore,trading in oursecurities may be prohibited under the HFCA Act if th

227、e SEC subsequently determines our audit work is performed by auditors thatthe PCAOB is unable to inspect or investigate completely,and as a result,U.S.national securities exchanges,such as the NasdaqCapital Market,may determine to delist our securities.Furthermore,on June 22,2021,the U.S.Senate pass

228、ed the AcceleratingHolding Foreign Companies Accountable Act,which was enacted on December 29,2022,amending the HFCA Act and requiringthe SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOBinspections for two consecutive years instead

229、of three,thus reducing the time before our securities may be prohibited from tradingor delisted.”on page 24.We cannot assure you whether Nasdaq or other regulatory authorities will apply additional or morestringent criteria to us.Such uncertainty could cause the market price of our Ordinary Shares t

230、o be materially and adverselyaffected.Implications of Being a Holding Company-Transfers of Cash to and from Our Subsidiaries As a holding company,we will rely on dividends and other distributions on equity paid by our Operating Subsidiaries forour cash and financing requirements.We are permitted und

231、er the laws of the Cayman Islands and our memorandum and articles ofassociation(as amended from time to time)to provide funding to our subsidiaries incorporated in China and Hong Kong,throughloans or capital contributions.Our subsidiaries are permitted under the respective laws of China and Hong Kon

232、g to providefunding to us through dividends without restrictions on the amount of the funds,other than as limited by the amount of theirdistributable earnings.However,to the extent that cash is in our PRC or Hong Kong Operating Subsidiaries,there is a possibilitythat the funds may not be available t

233、o fund our operations or for other uses outside of the PRC or Hong Kong due to interventionsor the imposition of restrictions and limitations by the PRC or the Hong Kong government on the ability to transfer cash.If any ofour subsidiaries incurs debt on its own behalf in the future,the instruments g

234、overning such debt may restrict their ability to paydividends to us.As of the date of this prospectus,our subsidiaries have not experienced any difficulties or limitations on theirability to transfer cash between each other;nor do they maintain cash management policies or procedures dictating the am

235、ount ofsuch funding or how funds are transferred.None of our Operating Subsidiaries have paid any dividends,other distributions ortransferred assets to our holding company as of the date of this prospectus.In the future,cash proceeds raised from overseasfinancing activities,including this offering,m

236、ay be transferred by us to our PRC or Hong Kong Operating Subsidiaries via capitalcontribution or shareholder loans,as the case may be.As of the date of this prospectus,we have not made any transfers,paid anydividends,or made any distributions to U.S.investors.See“Risk Factors Risks Related to Our C

237、orporate Structure-We will relyon dividends and other distributions on equity paid by our Operating Subsidiaries to fund our cash and financing requirements,andany limitation on the ability of our Operating subsidiaries to make payments to us could have a material adverse effect on ourability to con

238、duct our business”on page 19.10 The structure of cash flows within our organization,and a summary of the applicable regulations,is as follows:1.Our equity structure is a direct holding structure,that is,the overseas entity that is applying to trade on the NasdaqCapital Market in the United States is

239、 Fenbo Holdings Limited,an exempted company incorporated under the laws of the CaymanIslands with limited liability.See“History and Corporate Structure”on page 62 of this prospectus for further details.2.Within our direct holding structure,the cross-border transfer of funds within our corporate grou

240、p is legal and compliantwith the laws and regulations of the BVI,PRC,Hong Kong,and the Cayman Islands.After investors funds enter Fenbo HoldingsLimited,the funds are first transferred to RLHL which then transfers them to AIL and to FIL which can then transfer the funds toand FPPF.3.If the Company in

241、tends to distribute dividends,AIL will transfer the dividends to RLHL in accordance with the lawsand regulations of Hong Kong.RLHL will then transfer the dividends to FHL in accordance with the laws and regulations of theBVI.FHL will then transfer the dividends to all of its shareholders respectivel

242、y in proportion to the Shares they hold in accordancewith the laws and regulations of the Cayman Islands,regardless of whether the shareholders are U.S.investors or investors in othercountries or regions.Summary Risk Factors and Challenges Investing in our Ordinary Shares involves risks.The risks su

243、mmarized below are qualified by reference to“Risk Factors”beginning on page 19 of this prospectus,which you should carefully consider before making a decision to purchase our OrdinaryShares.If any of these risks actually occurs,our business,financial condition or results of operations would likely b

244、e materiallyadversely affected.In such case,the trading price of our Ordinary Shares would likely decline,and you may lose part or all of yourinvestment.These risks include but are not limited to the following:Related to Our Business and Corporate Structure We have suffered net losses,and we may not

245、 be able to sustain profitability.See“Risk Factors Risks Related to OurCorporate Structure”on page 19.We will rely on dividends and other distributions on equity paid by our Operating Subsidiaries to fund our cash andfinancing requirements,and any limitation on the ability of our Operating Subsidiar

246、ies to make payments to us couldhave a material adverse effect on our ability to conduct our business,including any restrictions imposed under theCompanies Ordinance of Hong Kong.Moreover,to the extent that cash is in our Hong Kong Operating Subsidiaries,there is a possibility that the funds may not

247、 be available to fund our operations or for other uses outside of HongKong due to interventions or the imposition of restrictions and limitations by the Hong Kong government on theability to transfer cash.See“Risk Factors-Risks Related to Our Corporate Structure-on page 19.Our corporate structure ma

248、y involve unique risks for investors and could be disallowed by Chinese regulatoryauthorities.See“Risk Factors Risks Related to Our Corporate Structure”on page 20.If we fail to implement and maintain an effective system of internal controls,we may be unable to accurately ortimely report our results

249、of operations or prevent fraud,and investor confidence and the market price of our OrdinaryShares may be materially and adversely affected.See“Risk Factors Risks Related to Our Corporate Structure”onpage 20.Related to Doing Business in the Peoples Republic of China and Hong Kong A downturn in the Ho

250、ng Kong,Chinese or global economy,or a change in economic and political policies of China,could materially and adversely affect our Operating Subsidiaries business and financial condition.See“Risk Factors-Risks Related to Doing Business in the Peoples Republic of China and Hong Kong”on page 21.Altho

251、ugh we are based in Hong Kong and conduct operations in both Hong Kong and China,if we should becomesubject to the recent scrutiny,criticism and negative publicity involving U.S.listed China-based companies,we mayhave to expend significant resources to investigate and/or defend allegations,which cou

252、ld harm our OperatingSubsidiaries business operations,this offering and our reputation and could result in a loss of your investment in ourOrdinary Shares if such allegations cannot be addressed and resolved favorably.See“Risk Factors-Risks Related toDoing Business in the Peoples Republic of China a

253、nd Hong Kong”on page 22.11 There are political risks associated with conducting business in Hong Kong.See“Risk Factors-Risks Related toDoing Business in the Peoples Republic of China and Hong Kong”on page 23.The PCAOBs HFCAA Determination Report dated December 16,2021,that the Board is unable to ins

254、pect orinvestigate completely registered public accounting firms headquartered in China or Hong Kong,a SpecialAdministrative Region and dependency of the PRC,because of a position taken by one or more authorities in Chinaor Hong Kong(“the Determination”)could result in the prohibition of trading in

255、our securities by not being allowedto list on a U.S.exchange,and as a result an exchange may determine to delist our securities,which would materiallyaffect the interest of our investors.See“Risk Factors-Risks Related to Doing Business in the Peoples Republic ofChina and Hong Kong”on page 24.We may

256、become subject to a variety of PRC laws and other regulations regarding data security or securities offeringsthat are conducted overseas and/or other foreign investment in China-based issuers,and any failure to comply withapplicable laws and regulations could have a material and adverse effect on ou

257、r business,financial condition andresults of operations and may hinder our ability to offer or continue to offer Ordinary Shares to investors and causethe value of our Ordinary Shares to significantly decline or be worthless.See“Risk Factors-Risks Related to DoingBusiness in the Peoples Republic of

258、China and Hong Kong”on page 28.Related to Our Operating Subsidiaries Business Operations We rely on one major customer,Spectrum Brands,and our future success in this market is dependent upon thecontinued demand by this customer and our ability to attract new customers and expand our customer base.If

259、 we failto retain this customer or any decline in or loss of demand from this customer for any reason,may have a negativeimpact on our revenues,and an adverse effect on our business,financial condition,and results of operations.Inaddition,our dependence on a single customer in this market exposes us

260、 to the risk that current or future economicconditions could negatively affect our major customer and cause them to significantly reduce operations and demandfor our products.See“Risk Factors-Risks Related to our Operating Subsidiaries Business Operations”on page 31.Our ability to deliver products t

261、o our key customer in a timely manner and to satisfy our customers fulfillmentstandards are subject to several factors,some of which are beyond our control.See“Risk Factors-Risks Related toour Operating Subsidiaries Business Operations”on page 31.To compete successfully in the global marketplace,we

262、must develop and introduce innovative new products to meetchanging consumer preferences.See“Risk Factors-Risks Related to our Operating Subsidiaries BusinessOperations”on page 31.Related to Our Operating Subsidiaries Industry An economic downturn may adversely affect consumer discretionary spending

263、and demand for our products andservices.See“Risks Related to Our Operating Subsidiaries Industry-Risks Related to Our Operating SubsidiariesIndustry”on page 36.Sales of certain of our products are seasonal and may cause our operating results and working capital requirements tofluctuate.See“Risks Rel

264、ated to Our Operating Subsidiaries Industry-Risks Related to Our Operating SubsidiariesIndustry”on page 36.ed to Our Securities and the Offering:An active trading market for our Ordinary Shares may not be established or,if established,may not continue and thetrading price for our Ordinary Shares may

265、 fluctuate significantly.See“Risk Factors-Risks Related to Our Securitiesand the Offering”on page 38.Because we do not expect to pay dividends in the foreseeable future,you must rely on price appreciation of ourOrdinary Shares for a return on your investment.See“Risk Factors-Risks Related to Our Sec

266、urities and theOffering”on page 39.12 As an exempted company incorporated in the Cayman Islands,we are permitted to adopt certain home countrypractices in relation to corporate governance matters that differ significantly from the Nasdaq listing rules andcorporate governance standards.See“Risk Facto

267、rs-Risks Related to Our Securities and the Offering”on page 36.You may face difficulties in protecting your interests,and your ability to protect your rights through U.S.courts maybe limited,because we are incorporated under Cayman Islands law.See“Risk Factors-Risks Related to OurSecurities and the

268、Offering”on page 41.Implications of Being a“Controlled Company”Controlled companies are exempt from the majority of independent director requirements.Controlled companies aresubject to an exemption from Nasdaq standards requiring that the board of a listed company consist of a majority of independen

269、tdirectors within one year of the listing date.Public Companies that qualify as a“Controlled Company”with securities listed on the Nasdaq Stock Market,mustcomply with the exchanges continued listing standards to maintain their listings.Nasdaq has adopted qualitative listing standards.Companies that

270、do not comply with these corporate governance requirements may lose their listing status.Under the Nasdaq rulesa“controlled company”is a company with more than 50%of its voting power held by a single person,entity,or group.Under theNasdaq rules,a controlled company is exempt from certain corporate g

271、overnance requirements including:the requirement that a majority of the board of directors consist of independent directors;the requirement that a listed company have a nominating and governance committee that is composed entirely ofindependent directors with a written charter addressing the committ

272、ees purpose and responsibilities;the requirement that a listed company have a compensation committee that is composed entirely of independent directorswith a written charter addressing the committees purpose and responsibilities;and the requirement for an annual performance evaluation of the nominat

273、ing and governance committee and compensationcommittee.Controlled companies must still comply with the Nasdaq Capital Markets other corporate governance standards.Theseinclude having an audit committee and the special meetings of independent or non-management directors.Upon the completion of this of

274、fering,the outstanding shares of FHL will consist of.Ordinary Shares,assuming theunderwriters do not exercise their over-allotment option to purchase additional Ordinary Shares,or.Ordinary Shares,assumingthe over-allotment option is exercised in full.Immediately after the completion of this offering

275、,our Controlling Shareholder willown.%of our total issued and outstanding Ordinary Shares,representing.%of the total voting power,assuming that theunderwriters do not exercise their over-allotment option,or.%of our total issued and outstanding Ordinary Shares,representing.%of the total voting power,

276、assuming that the over-allotment option is exercised in full.As a result,we will be a“controlledcompany”as defined under Nasdaq Listing Rule 5615I because our Controlling Shareholder will hold more than 50%of the votingpower for the election of directors.Therefore,the controlling shareholder of FHL

277、will be able to exert significant control over ourmanagement and affairs requiring shareholder approval,including approval of significant corporate transactions.Thisconcentration of ownership may not be in the best interests of all of our shareholders.As a“controlled company,”we are permittedto elec

278、t not to comply with certain corporate governance requirements.We do not plan to rely on these exemptions,but we mayelect to do so after we complete this offering.13 Implications of Being an Emerging Growth Company As a company with less than$1.235 billion in revenue during our last fiscal year,we q

279、ualify as an“emerging growthcompany”as defined in the Jumpstart Our Business Startups Act(the“JOBS Act”),enacted in April 2012,or the JOBS Act.An“emerging growth company”may take advantage of reduced reporting requirements that are otherwise applicable to larger publiccompanies.In particular,as an e

280、merging growth company,we:may present only two years of audited financial statements and only two years of related Managements Discussion andAnalysis of Financial Condition and Results of Operations,or“MD&A”;are not required to provide a detailed narrative disclosure discussing our compensation prin

281、ciples,objectives and elementsand analyzing how those elements fit with our principles and objectives,which is commonly referred to as“compensationdiscussion and analysis”;are not required to obtain an attestation and report from our auditors on our managements assessment of our internalcontrol over

282、 financial reporting pursuant to the Sarbanes-Oxley Act of 2002;are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or goldenparachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);are exem

283、pt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chiefexecutive officer pay ratio disclosure;are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107of the JOBS Act;and will not be

284、required to conduct an evaluation of our internal control over financial reporting.We intend to take advantage of all of these reduced reporting requirements and exemptions,including the longer phase-inperiods for the adoption of new or revised financial accounting standards under 107 of the JOBS Ac

285、t.Our election to use thephase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and otheremerging growth companies that have opted out of the phase-in periods under 107 of the JOBS Act.We will remain an emerging growth company until the e

286、arliest of(i)the last day of the fiscal year during which we havetotal annual gross revenues of at least US$1.235 billion;(ii)the last day of our fiscal year following the fifth anniversary of thecompletion of this offering;(iii)the date on which we have,during the preceding three-year period,issued

287、 more than US$1.0billion in non-convertible debt;or(iv)the date on which we are deemed to be a“large accelerated filer”under the SecuritiesExchange Act of 1934,as amended,or the Exchange Act,which would occur if the market value of our Ordinary Shares that areheld by non-affiliates exceeds US$700 mi

288、llion as of the last business day of our most recently completed second fiscal quarter.Once we cease to be an emerging growth company,we will not be entitled to the exemptions provided in the JOBS Act discussedabove.Implications of Being a Foreign Private Issuer We are a“foreign private issuer,”with

289、in the meaning of the rules under the Securities Exchange Act of 1934,as amended(the“Exchange Act”).As such,we are exempt from certain provisions applicable to United States domestic public companies.Forexample:we are not required to provide as many Exchange Act reports,or as frequently,as a domesti

290、c public company;for interim reporting,we are permitted to comply solely with our home country requirements,which are less rigorous thanthe rules that apply to domestic public companies;we are not required to provide the same level of disclosure on certain issues,such as executive compensation;we ar

291、e exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures ofmaterial information;we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents,orauthorizations in respect of a security registered unde

292、r the Exchange Act;and we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their shareownership and trading activities and establishing insider liability for profits realized from any“short-swing”tradingtransaction.14 Furthermore,Nasdaq Rule

293、 5615(a)(3)provides that a foreign private issuer,such as us,may rely on our home countrycorporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d),provided that wenevertheless comply with Nasdaqs Notification of Noncompliance requirement(Rule 5625

294、),the Voting Rights requirement(Rule5640)and that we have an audit committee that satisfies Rule 5605(c)(3),consisting of committee members that meet theindependence requirements of Rule 5605(c)(2)(A)(ii).If we rely on our home country corporate governance practices in lieu ofcertain of the rules of

295、 Nasdaq,our shareholders may not have the same protections afforded to shareholders of companies that aresubject to all of the corporate governance requirements of Nasdaq.If we choose to do so,we may utilize these exemptions for aslong as we continue to qualify as a foreign private issuer.Impact of

296、COVID-19 Since late December 2019,the outbreak of a novel strain of coronavirus,later named COVID-19,spread rapidlythroughout China and later to the rest of the world.On January 30,2020,the International Health Regulations EmergencyCommittee of the World Health Organization declared the outbreak a“P

297、ublic Health Emergency of International Concern(PHEIC),”and later on March 11,2020,a global pandemic.The COVID-19 outbreak has led governments across the globe toimpose a series of measures intended to contain its spread,including border closures,travel bans,quarantine measures,socialdistancing,and

298、restrictions on business operations and large gatherings.While the spread of COVID-19 was substantiallycontrolled in 2021,several variants of COVID-19 have emerged in different parts of the world and restrictions were re-imposedfrom time to time in certain cities to combat sporadic outbreaks.For ins

299、tance,in early 2022,there was an uptick in cases inShanghai,China,caused by the highly contagious Omicron variant and the city was under lockdown for over six weeks.Theoutbreak in Shanghai spread to many other provinces and cities in China,where the contract manufacturers we use to produce allof our

300、 products are located.Travel restrictions and other limitations were imposed in various places across China in response tothese new cases.Given the rapidly expanding nature of the COVID-19 pandemic,we believe that COVID-19 has impacted andwill likely continue to impact our business,results of operat

301、ions,and financial condition.Subsequently,on December 9,2022,China announced that Chinas dynamic zero-COVID policy,which had been adhered to for nearly 3 years,has officially movedtowards reopening,the travel restrictions of China and Hong Kong were lifted gradually.The COVID-19 pandemic has caused

302、companies such as ours,as well as our business partners,to implement temporaryadjustments to work schedules and travel plans,mandating employees to work from home and collaborate remotely.As a result,wemay have experienced lower efficiency and productivity,internally and externally,which may adverse

303、ly affect our service quality.Moreover,our business depends on our employees.If any of our employees has contracted or is suspected of having contractedCOVID-19,these employees will be required to be quarantined and they could pass it to other of our employees,potentiallyresulting in severe disrupti

304、on to our business.15 Furthermore,our results of operations have been severely affected by the COVID-19 pandemic.During our fiscal yearended December 31,2021,various adverse factors related to the COVID-19 pandemic,such as the tight supply and rising prices ofraw materials,the rise of ocean freight

305、charges and shortage of container supplies,posed temporary disruptions on our supplychain and thus led to the decrease in our Groups gross profit margin to approximately 16.5%for FY2021(FY2020:18.9%).TheGroups gross profit margin for the year ended December 31,2022,dropped to 15.7%.Our Group will cl

306、osely monitor thedevelopment of the COVID-19 pandemic and will continuously assess its potential impact on our supply chain.If there is anyfurther disruption in our supply chain,we will response swiftly such as,within our capital constraints,increasing the raw materialinventories in order to manage

307、and mitigate such risk.In addition,due to the instability of global financial markets and other economic and financial challenges brought aboutby COVID-19,our businesses and clients have been adversely affected by travel restrictions preventing travel from and to HongKong.More broadly,the COVID-19 p

308、andemic threatens global economies and has caused significant market volatility anddeclines in general economic activities.This may have severely dampened the confidence in global markets and potential clients.The extent to which COVID-19 impacts our business in the future will depend on future deve

309、lopments,which are highlyuncertain and cannot be predicted,including new information which may emerge concerning the severity of COVID-19 and theactions to contain COVID-19 or treat its impact,among others.If the disruptions posed by COVID-19 or other matters of globalconcern continue for an extende

310、d period of time,our ability to pursue our business objectives may be materially adversely affectedand therefore,the effects it will have on our operations and financial results remain uncertain for 2023.If economic or marketconditions in key global markets deteriorate,it may have a material adverse

311、 impact on our business and results of operations,andwe may experience material adverse effects on our financial positions.In addition,our ability to raise equity and debt financingwhich may be adversely impacted by COVID-19 and other events,including as a result of increased market volatility,decre

312、asedmarket liquidity and third-party financing being unavailable on terms acceptable to us or at all.We will continue to closely monitorthe situation throughout 2023 and beyond.Any future impact on our results of operations will depend on,to a large extent,future developments and new informationthat

313、 may emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by government authoritiesand other entities to contain the spread or treat its impact,almost all of which are beyond our control.Given the general slowdownin economic conditions globally,volatility in the

314、capital markets as well as the general negative impact of the COVID-19 pandemicon the apparel solutions services market,we cannot assure you that we will be able to maintain the growth rate we haveexperienced or projected.We will continue to closely monitor the situation throughout 2022 and beyond.C

315、orporate Information We were incorporated in the Cayman Islands on September 30,2022,for the purpose of being the holding company forthe listing on the Nasdaq Capital Market.Our registered office in the Cayman Islands is at Quality Corporate Services Ltd.,Suite102,Cannon Place,P.O.Box 712,North Soun

316、d Rd.,George Town,Grand Cayman,KYI-9006 Cayman Islands.Our principalexecutive office is at Unit J,19/F,World Tech Centre,95 How Ming Street,Kwun Tong,Kowloon,Hong Kong.Our telephonenumber at this location is+852 2343 3328.Our website address is http:/.The information contained on ourwebsite does not

317、 form part of this prospectus.Our agent for service of process in the United States is Cogency Global Inc.,122 E.42nd Street,18th Floor,New York,New York 10168.Because we are incorporated under the laws of the Cayman Islands,you may encounter difficulty protecting your interestsas a shareholder,and

318、your ability to protect your rights through the U.S.federal court system may be limited.Please refer to thesections entitled“Risk Factors Risks Related to our Securities and the Offering”on pages 19 and 36 of this prospectus,and“Enforceability of Civil Liabilities”on page 47 of this prospectus for m

319、ore information.16 THE OFFERING Securities being offered:1,000,000 Ordinary Shares,$0.0001 par value.Securities being offered by the SellingShareholders:2,000,000 Ordinary Shares,$0.0001 par value.Initial public offering price:We estimate that the initial offering price will be in the range of US$4.

320、00 toUS$6.00 per share.Ordinary Shares Outstanding Prior toCompletion of Offering:10,000,000 Ordinary Shares Ordinary Shares outstanding immediatelyafter this Offering:11,000,000(11,150,000 if the underwriters exercise the over-allotment optionin full)Gross Proceeds We expect that we will receive gr

321、oss proceeds of US$5,000,000 from thisoffering or US$5,750,000 if the underwriters exercise their over-allotmentoption in full,assuming an initial offering price of US$5.00 per share,whichis the midpoint of the estimated initial public offering per share set forth onthe cover page of this prospectus

322、 Use of Proceeds We estimate that we will receive net proceeds from this offering of up to$_,based on an assumed price to the public in this offeringof$5.00 per share,which is the midpoint of the estimated initial publicoffering per share set forth on the cover page of this prospectus,afterdeducting

323、 underwriting fees and commissions and estimated offeringexpenses.We currently intend to use the net proceeds from this offering asfollows:(i)approximately 40%to expand our production capacity andcapability;(ii)approximately 20%to strengthen our engineering,research,and development capability;(iii)a

324、pproximately 15%to penetrate and furtherexpand into new and existing geographical markets;and(iv)approximately25%for general working capital and other general corporate purposes.See“Use of Proceeds”on page 50 of this prospectus Risk Factors Investing in our Ordinary Shares involves a high degree of

325、risk and purchasersof our Ordinary Shares may lose part or all of their investment.See“RiskFactors”for a discussion of factors you should carefully consider beforedeciding to invest in our Ordinary Shares beginning on Page 19.Lock-Up Each of our directors,executive officers and shareholders owning 5

326、%or moreof our Ordinary Shares including our Controlling Shareholder with respect toits Ordinary Shares sold in this offering,have agreed,subject to certainexceptions,for a period of six months after the date of this prospectus,not to,except in connection with this offering,offer,sell,or otherwise t

327、ransfer ordispose of,directly or indirectly,any Ordinary Shares or any securitiesconvertible into or exercisable or exchangeable for Ordinary Shares of theCompany.See“Shares Eligible for Future Sale”and“UnderwritingLock-Up Agreements.”In addition,the Company has agreed not to file or cause to be fil

328、ed anyregistration statement with the SEC relating to the offering of any OrdinaryShares of the Company or any securities convertible into or exercisable orexchangeable for Ordinary Shares of the Company for a period of 180 daysafter the date of this prospectus other than post-effective amendments t

329、o itsResale Registration Statement.Dividend Policy We do not intend to pay any dividends on our Ordinary Shares for theforeseeable future.Instead,we anticipate that all of our earnings,if any,willbe used for the operation and growth of our business.See“Dividends andDividend Policy”for more informati

330、on.Over-allotment option We have granted to the underwriters an option,exercisable for 45 days fromthe date of this prospectus,to purchase up to an aggregate of 300,000Ordinary Shares at the initial public offering price,less underwritingdiscounts,and commissions,solely for the purpose of covering o

331、ver-allotments.See“Underwriting”on page 110 of this prospectus.Listing Application has been made for the listing of the Ordinary Shares on theNasdaq Capital Market.Proposed trading symbol We have applied to list our Ordinary Shares on the Nasdaq Capital Marketunder the symbol“FEBO”.We believe that u

332、pon completion of this offering,we will meet the standards for listing on Nasdaq,however,we cannotguarantee that we will be successful in listing our Ordinary Shares on Nasdaq.We will not consummate this offering unless our Ordinary Shares is approvedfor listed on Nasdaq Transfer agent Vstock Transf

333、er,LLC,18 Lafayette Place,Woodmere,New York 11598;telephone:212-828-8436,toll-free:855-9VSTOCK;facsimile:646-536-3179 Payment and settlement The underwriters expect to deliver the Ordinary Shares against paymenttherefor through the facilities of the Depository Trust Company on _,2023.17 SUMMARY FINANCIAL DATA You should read the following summary financial data together with our financial statemen