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1、2023/11/23 15:48sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htmhttps:/www.sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htm1/250F-1 1 ff12023_sugrouphold.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on

2、November 22,2023Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549_FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_SU Group Holdings Limited(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into Eng

3、lish)_Cayman Islands 7381 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)Unit 0103,3/F,Billion Trade Centre31 Hung To Road,Kwun TongKowloon,HongKongTelephone:+852 2341-8183(Address an

4、d telephone number,including country code,of Registrants principalexecutive office)_Puglisi&Associates850 Library Avenue,Suite 204Newark,DE 19711Telephone:(302)738-6680(Name,address,including zip code,and telephone number,including area code,ofagent for service)_Copies to:Richard Anslow,Esq.Jonathan

5、 Deblinger,Esq.Ellenoff Grossman&Schole LLP1345 Avenue of the AmericasNewYork,NewYork 10105Telephone:(212)370-1300Facsimile:(212)370-7889 Michael K.Bradshaw,Jr.Nelson Mullins Riley&ScarboroughLLP101 Constitution Avenue NW,Suite 900Washington,D.C.,20001Telephone:(202)689-2800_Approximate date of comm

6、encement of proposed sale to the public:as soon as practicableafter the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuousbasis pursuant to Rule415 under the Securities Actof1933,check the following box.If

7、 this Form is filed to register additional securities for an offering pursuant toRule462(b)under the Securities Act,please check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effe

8、ctive amendment filed pursuant to Rule462(c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(d)under the

9、 Securities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405of the Securities Actof1933.Emerging

10、 growth company.If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Sec

11、tion7(a)(2)(B)of the Securities Act._The term“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.The Registrant hereby amends this Registration Statement on such date or dates

12、 as maybe necessary to delay its effective date until the Registrant shall file a furtheramendment which specifically states that this Registration Statement shall thereafterbecome effective in accordance with Section8(a)of the Securities Actof1933,asamended,or until the Registration Statement shall

13、 become effective on such date asthe Securities and Exchange Commission,acting pursuant to such Section 8(a),maydetermine.2023/11/23 15:48sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htmhttps:/www.sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphol

14、d.htm2/250 2023/11/23 15:48sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htmhttps:/www.sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htm3/250Table of ContentsThe information in this preliminary prospectus is not complete and may be changed.We

15、may not sell these securities until the registration statement filed with theSecurities and Exchange Commission is effective.This preliminary prospectus is notan offer to sell these securities and we are not soliciting offers to buy thesesecurities in any jurisdiction where the offer or sale is not

16、permitted.PRELIMINARYPROSPECTUS(SubjecttoCompletion)Dated November 22,20231,250,000 Ordinary SharesSU Group Holdings Limited(incorporated in the Cayman Islands with limited liability)This is the initial public offering of the ordinary shares of SU Group HoldingsLimited(the“Company”,“we,”“us,”“our,”o

17、r“SU Group”).We are offering1,250,000 of our ordinary shares,par value HK$0.01 per share,on a firm commitmentbasis.We expect the initial public offering price of our ordinary shares to be inthe range of US$4.00 to US$5.00 per share.Prior to this offering,no public marketexists for our ordinary share

18、s.We have applied to have our ordinary shares listed onthe Nasdaq Capital Market,or Nasdaq,under the symbol“SUGP.”We cannot guaranteethat we will be successful in listing our ordinary shares on Nasdaq;however,we willnot complete this offering unless we are so listed.SU Group Holdings Limited is,and

19、will continue to be,a“controlled company”withinthe meaning of the Nasdaq Stock Market Rules,due to the fact that Mr.Chan MingDave,the Chairman of our board of directors and our Chief Executive Officer,beneficially owns ordinary shares representing approximately 75.1%of the totalvoting power of our i

20、ssued and outstanding ordinary shares,and will beneficially ownordinary shares representing approximately 68.1%of the total voting power of ourissued and outstanding ordinary shares immediately after the completion of thisoffering,assuming the underwriters do not exercise their over-allotment option

21、.Inaddition,as a“controlled company,”as defined under the Nasdaq Stock Market Rules,SU Group Holdings Limited is permitted to elect to rely on certain exemptions fromcorporate governance rules.SU Group Holdings Limited does not plan to rely on theseexemptions,but may elect to do so after completing

22、this offering.SU Group Holdings Limited is not an operating company but an exempted company withlimited liability incorporated under the laws of the Cayman Islands.Investors in ourordinary shares are purchasing equity interests in a Cayman Islands holding company.SU Group Holdings Limited directly h

23、olds equity interests in its indirect operatingsubsidiaries in Hong Kong and does not operate its business through any variableinterest entity(“VIE”).As of the date of this prospectus,SU Group HoldingsLimited does not have any subsidiaries incorporated in mainland China.As a holdingcompany with no m

24、aterial operations of our own,our operations are conducted throughour subsidiaries in HongKong with our headquarters in HongKong,and such structureinvolves unique risks to investors,as the PRC(as defined below)government mayexercise significant influence and discretion over the conduct of our busine

25、ss andmay intervene in or influence our operations at any time.Such governmental actions:could disallow our corporate structure;could result in a material change in our operations;could hinder our ability to continue to offer securities to investors;andmay cause the value of our securities to signif

26、icantly decline or beworthless.We do not have any business operation in the PRC.We are aware that in recentyears,the PRC government initiated a series of regulatory actions and statements toregulate business operations in the PRC with little advance notice,includingcracking down on illegal activitie

27、s in the securities market,enhancing supervisionover China-based companies listed overseas using a VIE structure,adopting newmeasures to extend the scope of cybersecurity reviews,and expanding the efforts inanti-monopoly enforcement.It is uncertain what potential impact such modified or newlaws and

28、regulations will have on our daily business operation,our ability to acceptforeign investments and the listing of our ordinary shares on a U.S.or otherforeign exchanges.These actions could result in a material change in our operationsand/or the value of our ordinary shares and could significantly li

29、mit or completelyhinder our ability to offer or continue to offer our securities to investors.Asadvised by our Hong Kong counsel,Watson Farley&Williams LLP,based on theirunderstanding of the current Hong Kong laws,as of the date of this prospectus,weare not required to obtain permission from the Hon

30、g Kong authorities for the tradingof our ordinary shares on Nasdaq or for the offering of our ordinary shares toforeign investors outside Hong Kong.Based solely on documents and 2023/11/23 15:48sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htmhttps:/www.sec.gov/Archives/

31、edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htm4/250Table of Contentsrepresentations received from the Company and their understanding of the current PRClaws and as of the date of this prospectus,nothing comes to the attention of our PRCcounsel,Han Kun Law Offices,that suggests we meet

32、 both of the explicit conditionsset out in the Article 15 of the Trial Measures of the Overseas Securities Offeringand Listing by Domestic Companies(the“Trial Measures”)which stipulates whether anindirect offering and listing of a PRC domestic company shall fulfil the filingprocedure with the CSRC,a

33、nd thus,based on the opinion of our PRC counsel,we havedetermined that we are not required to obtain permission from any PRC authorities forthe trading of our ordinary shares on Nasdaq or this offering,or for the offering ofour ordinary shares to foreign investors outside of mainland China,on the ba

34、sis that(1)we do not have any subsidiaries or business operation in the PRC;(2)none of ouroperating revenues,total profits,total assets or net assets is accounted for by anysubsidiaries based in the PRC;and(3)no issuance or sale of the ordinary shares hasbeen or will be made directly or indirectly w

35、ithin the PRC.However,there is noguarantee that this will continue to be the case in the future,or that even whensuch permission is obtained,it will not be subsequently denied or rescinded.Inaddition,there are substantial uncertainties as to its implementation andinterpretation of the Trial Measures

36、,and the CSRC may take a view that is contraryto our understanding under the principle of“substance over form”adopted therebyregarding the determination of an“indirect overseas offering and listing by PRCdomestic companies.We do not provide any security-related engineering services,and security guar

37、dingand screening services in mainland China or solicit customers or collect,store orprocess any personal data of any customer in mainland China.Our business does notinvolve the collection of user data,implicate cybersecurity,or involve any othertype of restricted industry as defined under the appli

38、cable PRC laws,and thus we donot believe we are among the“operator of critical information infrastructure”,“online platform operators”or“data handler”as defined under the applicable PRClaws.Based on the opinion of our PRC counsel,Han Kun Law Offices,we havedetermined that we are not subject to cyber

39、security review with the CyberspaceAdministration of China(“CAC”),given the facts that:(i)we do not possess a largeamount of personal information in our business operations originated from mainlandChina;and(ii)data processed in our business does not have a bearing on nationalsecurity and thus may no

40、t be classified as core or important data by the authorities.In addition,based on the opinion of our PRC counsel,Han Kun Law Offices,we havedetermined that we are not subject to merger control review by Chinas anti-monopolyenforcement agency due to the level of our revenues,and the fact that we curr

41、entlydo not expect to propose or implement any acquisition of control of,or decisiveinfluence over,any company with revenues within China of more than RMB400 million.Currently,these statements and regulatory actions have had no impact on our dailybusiness operation,the ability to accept foreign inve

42、stments,or the ability to listour ordinary shares on a U.S.or other foreign exchange.However,because thesestatements and regulatory actions are new,it is highly uncertain how soonlegislative or administrative regulation making bodies will respond and what existingor new laws or regulations or detail

43、ed implementations and interpretations will bemodified or promulgated,if any,and the potential impact such modified or new lawsand regulations will have on our daily business operation,the ability to acceptforeign investments,or the ability to list our ordinary shares on a U.S.or otherforeign exchan

44、ge.In the future,if we and/or our subsidiaries are required to obtainany permission or approval from or complete any filing procedure with the ChinaSecurities Regulatory Commission(the“CSRC”),the CAC,or other PRC governmentalauthorities in connection with this offering under the PRC law,we and/or ou

45、rsubsidiaries may be fined or subject to other sanctions,and our subsidiariesbusiness and our reputation,financial condition,and results of operations may bematerially and adversely affected.Any actions by the PRC government to exert moreinfluence and control over offerings(including businesses whos

46、e primary operationsare in Hong Kong)that are conducted overseas and/or foreign investments inHongKong-based issuers could significantly limit or completely hinder our abilityto offer or continue to offer securities to investors and cause the value of ourordinary shares to significantly decline or b

47、e worthless.For a detailed descriptionof the risks related to doing business in HongKong,and the offering,see“RisksRelated to Conducting Operations in HongKong”and“Risks Related to this Offeringand Ownership of Our Ordinary Shares”in the“Risk Factors”section.Unlessotherwise stated,as used in this pr

48、ospectus,“we,”“us,”“our company,”the“Company,”“our,”“our group,”or the“Group”refers to SU Group HoldingsLimited,together with its subsidiaries,and also in the context of describing ouroperations and consolidated financial information.Prior to our reorganization for the purpose of our initial public

49、offering,cashtransfers among our subsidiaries were generally approved by the management of thecompany providing the funds.Our operating subsidiaries in Hong Kong are funded bytheir own cash inflows.As of the date of this prospectus,none of our subsidiarieshas ever faced difficulties or limitations o

50、n the ability to transfer cash or assetsto another subsidiary.If needed,cash can be transferred between our holding companyand operating subsidiaries through intercompany fund advances,and there arecurrently no restrictions on transferring funds between our Cayman Islands holdingcompany and subsidia

51、ries in the British Virgin Islands and 2023/11/23 15:48sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htmhttps:/www.sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htm5/250Table of ContentsHong Kong.There are no significant restrictions on forei

52、gn exchange or our abilityto transfer cash between entities within our group,across borders,or to U.S.investors.Other than the internal cash management policy described below,wecurrently do not have other cash management policies or procedures that dictate howfunds are transferred between the Compan

53、y and investors,nor are we required to haveany cash management policies pursuant to the current regulations in Hong Kong or thePRC,as advised by our Hong Kong counsel,Watson Farley&Williams LLP and our PRCcounsel,Han Kun Law Offices.As advised by our Cayman Islands counsel,Conyers Dill&Pearman,under

54、 Cayman Islands law,there is no specific requirement for the Companyto have a cash management policy in place,unless otherwise specified by anyaccounting policy adopted by the Company.The Company should however ensure itmaintains sufficient cash reserves to remain solvent at all times.As advised by

55、ourHong Kong counsel,Watson Farley&Williams LLP and based on the opinion of our PRCcounsel,Han Kun Law Offices,based on their understanding of the current laws and asof the date of this prospectus,PRC national laws relating to cash or assets transferdo not apply directly to Hong Kong.However,while t

56、here are currently no suchrestrictions on foreign exchange and our ability to transfer cash or assets betweenour Cayman Islands holding company and our operating subsidiaries in Hong Kong,ifcertain PRC laws and regulations,including existing laws and regulations and thoseenacted or promulgated in th

57、e future,were to become applicable to our operatingsubsidiaries in Hong Kong,and to the extent our cash or assets in the business is inHong Kong or a Hong Kong entity,such funds or assets may not be available to fundoperations or for other use outside of Hong Kong due to interventions in or theimpos

58、ition of restrictions and limitations by the PRC government on our and ouroperating subsidiaries ability to transfer funds or assets.See“Cash Transfers,Cash Management and Dividend Distribution”in the Prospectus Summary Section and“Risk Factors Risks Related to Conducting Operations in Hong Kong Our

59、 Hong Kongsubsidiaries may be subject to restrictions on paying dividends or making otherpayments to us,which may restrict their ability to satisfy liquidity requirements,fund operations or for other use outside of Hong Kong,conduct business and paydividends to holders of our ordinary shares.Dividen

60、ds payable to our foreigninvestors and gains on the sale of our shares of ordinary shares by our foreigninvestors may become subject to tax by the PRC.”We have implemented an internal cash management policy for all of our subsidiaries,based on the demands of our groups internal management procedure,

61、which requiresthe relevant financial staff to verify that the relevant documents issued by therequestor with the approval of the competent supervisor are qualified,and thentransfer the payment to the cashier upon the approval of the competent supervisor ofthe relevant financial staff.Any voucher wil

62、l be stamped after payment and the payeewill sign the request for payment as receipt.In addition,all payments shall be madeby check,auto pay or telegraphic transfer except for certain specified cashpayables.See“Cash Transfers,Cash Management and Dividend Distribution”in theProspectus Summary Section

63、 for more details.Our group intends to retain all available funds and future earnings,if any,for theoperation and expansion of our business and does not anticipate declaring or payingany dividends in the foreseeable future.We currently do not have any dividendpolicy,and any future determination will

64、 be made at the discretion of our board ofdirectors after considering our financial condition,results of operations,capitalrequirements,business prospects and other factors the board of directors deemrelevant,and subject to the restrictions contained in any future financinginstruments.For the years

65、ended September 30,2021 and 2022,and the six monthsended March 31,2023,Shine Union Limited declared dividends of HK$16.5 million,HK$25.3 million,and nil,respectively,and Fortune Jet Management&Training Co.Limited declared dividends of HK$0.5 million,HK$0.4 million,and nil,respectively,totaling HK$17

66、.0 million,HK$25.7 million,and nil,respectively,to their thenrespective shareholders,of which HK$50,000,HK$40,400,and nil,respectively,wasattributable to a non-controlling interest.For the years ended September 30,2021and 2022,and the six months ended March 31,2023,the Company declared dividends ofH

67、K$17.0 million,HK$8.0 million,and nil,respectively,to its then shareholders.Fordetails,see Notes 14 and 16 in our audited consolidated financial statementsincluded elsewhere in this prospectus.As of the date of this prospectus,neither wenor any of our subsidiaries have ever paid dividends or made di

68、stributions toU.S.investors.Except as disclosed,there were no other transfers,dividends ordistributions which have been made between our holding company,our subsidiaries orto our investors.If we determine to pay dividends on any of our ordinary shares inthe future,as a holding company,we will be dep

69、endent on receipt of funds from ouroperating subsidiaries in Hong Kong.In the future,cash proceeds raised fromoverseas financing activities,including this offering,may be transferred by us toour subsidiaries.For a detailed description on our intentions to distribute earningsor settle amounts owed an

70、d any transfers,dividends or distributions made to date,see“Cash Transfers,Cash Management and Dividend Distribution”in the ProspectusSummary Section.2023/11/23 15:48sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htmhttps:/www.sec.gov/Archives/edgar/data/1969863/000121390

71、023089539/ff12023_sugrouphold.htm6/250Table of ContentsPursuant to the Holding Foreign Companies Accountable Act(the“HFCAA”),the PublicCompany Accounting Oversight Board(the“PCAOB”)issued a Determination Report onDecember16,2021 which found that the PCAOB is unable to inspect or investigatecompletel

72、y registered public accounting firms headquartered in:(1)mainland Chinaof the PRC,and(2)HongKong,because of positions taken by the PRC authorities inthose jurisdictions.In addition,the PCAOBs report identified the specificregistered public accounting firms which are subject to these determinations.O

73、urauditor,Marcum Asia CPAs LLP(“Marcum Asia”),is headquartered in Manhattan,NewYork,and has been inspected by the PCAOB on a periodic basis.Therefore,ourauditor was not identified in this report as a firm subject to the PCAOBsdetermination.On August26,2022,the CSRC,the Ministry of Finance of the PRC

74、,andthe PCAOB signed a Statement of Protocol,or the Protocol,governing inspections andinvestigations of audit firms based in China and Hong Kong.Pursuant to theProtocol,the PCAOB shall have independent discretion to select any issuer audits forinspection or investigation and has the unfettered abili

75、ty to transfer information tothe SEC.On December 15,2022,the PCAOB issued a Determination Report whichdetermined that the PCAOB(1)is able to select engagements,audit areas,andpotential violations to be reviewed or investigated,(2)has timely access to,andthe ability to retain and use,any document or

76、information that the PCAOB considersrelevant to an inspection or investigation,and(3)is able to conduct inspectionsand investigations in a manner consistent with the provisions of the HFCAA and therules of the board of PCAOB,as interpreted and applied by the PCAOB.Consequently,the PCAOB concluded th

77、at in the absence of any evidence that authorities in the PRCcurrently are taking any positions to impair the PCAOBs ability to execute itsstatutory mandate with respect to inspections or investigations,the HFCAA dictatesthat the PCAOB vacate the 2021 determinations.As required by the HFCAA,if in th

78、efuture the PCAOB determines it no longer can inspect or investigate completelybecause of a position taken by an authority in the PRC,the PCAOB will actexpeditiously to consider whether the board of the PCAOB should issue a newdetermination.On December 29,2022,the Accelerating Holding Foreign Compan

79、iesAccountable Act(the“AHFCAA”)was enacted,which amended the HFCAA by decreasingthe number of non-inspectionyears from threeyears to two,thus reducing the timeperiod before our ordinary shares may be prohibited from trading or delisted.OnDecember 29,2022,legislation entitled“Consolidated Appropriati

80、ons Act,2023”(the“Consolidated Appropriations Act”)was signed into law.The ConsolidatedAppropriations Act contains,among other things,an identical provision to theAHFCAA,which reduces the number of consecutive non-inspection years required fortriggering the prohibitions under the HFCAA from three ye

81、ars to two.If the PCAOB isunable to inspect or investigate completely the Companys auditors for a period oftwo consecutive years,our securities may be prohibited from trading and Nasdaq maydetermine to delist the Companys securities.Notwithstanding the foregoing,if thePCAOB later determined that it

82、is not able to inspect and investigate completely ourauditors work papers in HongKong,you may be deprived of the benefits of suchinspection which could result in limitation or restriction to our access to theU.S.capital markets and trading of our securities may be prohibited under the HFCAAand Nasda

83、q may determine to delist our securities if the PCAOB determines that itcannot inspect or investigate completely our auditor under the HFCAA.See“RiskFactorsRisks Related to Conducting Operations in Hong Kong Under the HFCAA,our ordinary shares may be prohibited from being traded on any U.S.securitie

84、sexchange,including the New York Stock Exchange and Nasdaq,or through any othertrading method within the SECs regulatory jurisdiction,if our auditor is notinspected by the PCAOB for three consecutive years,and this ultimately could resultin trading in our ordinary shares being prohibited.Furthermore

85、,the AHFCAA amendsthe HFCAA and requires the SEC to prohibit an issuers securities from trading onany U.S.stock exchanges if its auditor is not subject to PCAOB inspections for twoconsecutive years instead of three”for more information.We are an“emerging growth company,”as that term is used in theJu

86、mpstart Our Business Startups Act of 2012,and will be subject toreduced public company reporting requirements.See“ProspectusSummaryImplications of Being an Emerging Growth Company.”Investing in our ordinary shares is highly speculative and involves asignificant degree of risk,including the risk of l

87、osing your entireinvestment.See“Risk Factors”beginning on page 17 of this prospectusfor a discussion of information that should be considered before making adecision to purchase our ordinary shares.As a holding company with nomaterial operations of our own,we conduct our operations through ouroperat

88、ing entities established in Hong Kong with our headquarters inHong Kong.Our ordinary shares offered in this prospectus are shares ofour Cayman Islands holding company.2023/11/23 15:48sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htmhttps:/www.sec.gov/Archives/edgar/data/

89、1969863/000121390023089539/ff12023_sugrouphold.htm7/250Table of ContentsNeither the Securities and Exchange Commission nor any state securitiescommission has approved or disapproved of these securities or passed uponthe accuracy or adequacy of this prospectus.Any representation to thecontrary is a c

90、riminal offense.Per Share TotalPublic offering price US$US$Underwriting discount and commissions(1)(2)US$US$Proceeds to us,before expenses US$US$_(1)Represents underwriting discount and commissions equal to(i)seven percent(7%)per share,which is the underwriting discount we have agreed to pay on inve

91、stors in this offeringintroduced by the underwriters;and(ii)four percent(4%)per share,which is theunderwriting discount we have agreed to pay on investors in this offering introduced by us.For the purpose of this calculation only,we assume 100%investors in this offering areintroduced by the underwri

92、ters with no exercise of the over-allotment option.(2)Does not include a non-accountable expense allowance equal to 0.5%of the gross proceeds ofthis offering,payable to the underwriters,or the reimbursement of certain expenses of theunderwriters.In addition,we have agreed to issue upon the closing o

93、f this offering,compensation warrants to The Benchmark Company,LLC,as representatives of the underwriters,exercisable for a period of five years from the commencement date of sales in this offeringentitling the representatives to purchase up to 5%of the number of shares sold in thisoffering at a per

94、 share exercise price equal to 100%of the public offering price.Theregistration statement of which this prospectus is a part also covers such warrants and theshares issuable upon the exercise thereof.For a description of the other terms ofcompensation to be received by the underwriters,see“Underwrit

95、ing.”We have granted a 30-day option to the representatives of the underwriters topurchase up to an additional 187,500 ordinary shares,solely to cover over-allotments,if any.The underwriters expect to deliver the ordinary shares to purchasers in the offeringon or about,2023.The Benchmark CompanyThe

96、date of this prospectus is,2023.2023/11/23 15:48sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htmhttps:/www.sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htm8/250Table of ContentsTABLE OF CONTENTS PageProspectus Summary 1Risk Factors 17Specia

97、l Note Regarding Forward-Looking Statements 49Use of Proceeds 51Capitalization 52Dilution 53Enforceability of Civil Liabilities 55Corporate Structure 57Selected Consolidated Financial Data 59Managements Discussion and Analysis of Financial Condition and Results ofOperations 62Industry 84Business 94R

98、egulations 124Management 135Principal Shareholders 141Related Party Transactions 142Description of Securities 144Shares Eligible for Future Sale 153Taxation 155Underwriting 161Expenses Relating to this Offering 168Legal Matters 169Experts 169Where You Can Find Additional Information 169Index to Cons

99、olidated Financial Statements F-1You should rely only on the information contained in this prospectus or inany related free-writing prospectus.We have not authorized anyone toprovide you with information different from that contained in thisprospectus.We are offering to sell,and seeking offers to bu

100、y,theordinary shares only in jurisdictions where offers and sales are permitted.Unless otherwise stated,the information contained in this prospectus iscurrent only as of the date of this prospectus,regardless of the time ofdelivery of this prospectus or of any sale of the ordinary shares.We have not

101、 taken any action to permit a public offering of the ordinaryshares outside the United States or to permit the possession ordistribution of this prospectus outside the UnitedStates.Persons outsidethe UnitedStates who come into possession of this prospectus must informthemselves about and observe any

102、 restrictions relating to the offering ofthe ordinary shares and the distribution of the prospectus outside theUnitedStates.i2023/11/23 15:48sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htmhttps:/www.sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugroup

103、hold.htm9/250Table of ContentsPROSPECTUS SUMMARYInvestors are cautioned that SU Group Holdings Limited is,and willcontinue to be,a“controlled company”within the meaning of the NasdaqStock Market Rules,SU Group Holdings Limited is permitted to elect torely on certain exemptions from corporate governa

104、nce rules.SU GroupHoldings Limited does not plan to rely on these exemptions but may electto do so after completing this offering.SU Group Holdings Limited is notan operating company but an exempted company with limited liabilityincorporated under the laws of the Cayman Islands.Investors in ourordin

105、ary shares are purchasing equity interests in a Cayman Islandsholding company.As a holding company with no material operations of ourown,our operations are conducted through our subsidiaries in Hong Kongwith our headquarters in Hong Kong,and such structure involves uniquerisks to investors,as the PR

106、C government may exercise significantinfluence and discretion over the conduct of our business and mayintervene in or influence our operations at any time.If certain PRC lawsand regulations,including existing laws and regulations and thoseenacted or promulgated in the future,were to become applicabl

107、e to ouroperating subsidiaries in Hong Kong,and to the extent our cash or assetsin the business is in Hong Kong or a Hong Kong entity,such funds orassets may not be available to fund operations or for other use outsideof Hong Kong due to interventions in or the imposition of restrictionsand limitati

108、ons by the PRC government on our and our operatingsubsidiaries ability to transfer funds or assets.The following summary is qualified in its entirety by,and should be read inconjunction with,the more detailed information and financial statements appearingelsewhere in this prospectus.In addition to t

109、his summary,we urge you to read theentire prospectus carefully,especially the risks of investing in our ordinaryshares discussed under“Risk Factors,”before deciding whether to buy our ordinaryshares.All references to“we,”“us,”“our,”“our group,”the“Group”or similarterms used in this prospectus refer

110、to SU Group Holdings Limited,an exemptedcompany with limited liability incorporated under the laws of the Cayman Islands,including its consolidated subsidiaries,unless the context otherwise indicates.“Basic Law”refers to the Basic Law of the Hong Kong Special AdministrativeRegion of the Peoples Repu

111、blic of China,which is a national law of China thatserves as the organic law for the HongKong Special Administrative Region.“Company,”“our company,”“SU Group,”refers to SU Group Holdings Limited,anexempted company incorporated in the Cayman Islands with limited liability underthe Companies Act on Ma

112、rch11,2021.“Companies Act”means the Companies Act(As Revised)of the Cayman Islands.“Fortune Jet”refers to Fortune Jet Management&Training Co.Limited,formerlyknown as Fortune Jet&Management Co.,Limited,a company incorporated inHong Kong with limited liability on February 13,2015,and a wholly-ownedsub

113、sidiary of SU Investment.“Frost&Sullivan”refers to Frost&Sullivan Limited,an industry consultantengaged by our company to prepare the Frost&Sullivan Report and an independentthird party.“Frost&Sullivan Report”refers to an independent market research reportcommissioned by our company and prepared by

114、our industry consultant,Frost&Sullivan.“HKD”or“HK$”refers to the legal currency of HongKong Special AdministrativeRegion of the Peoples Republic of China.“HongKong”or“HK”refers to the HongKong Special Administrative Region ofthe Peoples Republic of China.“PRC”or“China”refers to the Peoples Republic

115、of China,for the purpose ofthis prospectus only,excluding HongKong,Macau and Taiwan,unless the contextotherwise indicates.“Shine Union”refers to Shine Union Limited,also known as General System(H.K.)Co.,a company incorporated in Hong Kong with limited liability on January 2,1998,and a wholly-owned s

116、ubsidiary of SU Investment.“SU Investment”refers to SU Group Investment Limited,a company incorporated inthe British Virgin Islands with limited liability on November 21,2019,and adirect wholly-owned subsidiary of our company.“$,”“US$,”“USD”or“U.S.Dollars”refers to the legal currency of theUnitedSta

117、tes.12023/11/23 15:48sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htmhttps:/www.sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htm10/250Table of Contents“share capital”or“shares in the capital of”or similar expressions include areference to s

118、hares in a company that does not have a share capital under itsgoverning law,but which is authorized to issue a maximum or unlimited number ofshares.Unless the context indicates otherwise,all information in this prospectus assumesno exercise by the underwriters of their option to purchase additional

119、 shares.SU Group is a holding company with operations conducted through its subsidiaries inHong Kong.SU Groups reporting currency is HK$.This prospectus containstranslations of HK$into US$solely for the convenience of the reader.Unlessotherwise noted,all translations from HK$to US$and from US$to HK$

120、in thisprospectus were calculated at the rate of US$1.00=HK$7.8496,representing theclosing exchange rate on September30,2022 and March 31,2023.No representationis made that the HK$amount represents or could have been,or could be converted,realized or settled into US$at that rate,or at any other rate

121、.Business OverviewThrough our subsidiaries,Shine Union and Fortune Jet,we are an integratedsecurity-related services company that primarily provides security-relatedengineering services,and to a lesser extent,security guarding and screeningservices and related vocational training services,in HongKon

122、g.Established in 1998,Shine Union has been providing turnkey services to theexisting infrastructure or planned development of its customers through the design,supply,installation,and maintenance of security systems for over two decades.Thesecurity systems that Shine Union provides services to includ

123、e threat detectionsystems,traffic and pedestrian control systems,and extra-low voltage(“ELV”)systems in private and public sectors,including commercial properties,publicfacilities,and residential properties in HongKong.Shine Union is one of the fewproviders in the security-related engineering servic

124、es market authorized todistribute over 10 brands of security systems,according to the Frost&SullivanReport.Shine Union is also the exclusive distributor to market and sell two brandsof threat detection systems,which include X-ray machines,trace detectionproducts,metal detectors and mail screening ma

125、chines.Some notable projects undertaken by Shine Union include the design,supply,installation and/or maintenance ofX-ray machines at a rail link terminus and theair cargo terminal based at the Hong Kong International Airport,the trafficcontrol system and ELV system at the bridge-tunnel system connec

126、ting HongKong,Macau and Zhuhai,the pedestrian control system at the headquarters office buildingof a Hong Kong-based banking and financial services company and the Hong Kongoffice building of a French cosmetics company,and the parking system at a mixed-use complex located on the Kwun Tong Promenade.

127、Shine Union obtains its contractseither through direct invitation for quotation from customers,or through acompetitive tendering process of the project employers or their main contractors.In respect of its security-related engineering services,Shine Union has hadbusiness relationships with over 300

128、customers and maintained businessrelationships for more than 10years with some major customers.Since our acquisition of Fortune Jet in 2019,we have been providing securityguarding and screening services and related vocational training services inHongKong through Fortune Jet.Security guarding and scr

129、eening services provided byFortune Jet include dispatching security guards to fulfill customers needs such assecuring and guarding physical properties and screeners to operate securitymachines at sites designated by its customers.The related vocational trainingservices offered by Fortune Jet include

130、 training courses for Quality AssuranceSystem for Recognition Scheme,or QASRS,Mandatory Basic Safety Training Course(Construction Work),and Mandatory Basic Safety Training Revalidation Course(Construction Work)and to issue relevant certificates.We have experienced stable growth in the fiscalyears en

131、ded September30,2021 and2022,and the six months ended March 31,2022 and 2023.Our total revenuesincreased by 16.1%from HK$117.6million(US$15.0 million)in the fiscal year endedSeptember30,2021 to HK$136.4 million(US$17.4 million)in the fiscal year endedSeptember 30,2022.Our total revenues increased by

132、 38.8%from HK$69.9 million(US$8.9 million)in the six months ended March 31,2022 to HK$97.0 million(US$12.4million)in the six months ended March 31,2023.Our net income increased by 37.0%from HK$6.0 million(US$0.8 million)in the fiscal year ended September30,2021 toHK$8.3 million(US$1.1million)in the

133、fiscal year ended September30,2022.Ournet income increased by 245.3%from HK$2.9 million(US$0.4 million)in the sixmonths ended March 31,2022 to HK$10.1 million(US$1.3 million)in the six monthsended March 31,2023.We have a track record of expansion through both acquisition and organic growth.Aspart of

134、 our business strategies,we intend to scale up our operations by way ofacquisitions and investment opportunities to enhance our competitiveness in thesecurity-related engineering services industry.We aim to achieve growth bydeepening our penetration of the22023/11/23 15:48sec.gov/Archives/edgar/data

135、/1969863/000121390023089539/ff12023_sugrouphold.htmhttps:/www.sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htm11/250Table of Contentssecurity-related engineering services industry,strengthening our developmentcapability and enhancing the product offerings under our“SUNG

136、ATE”brand byincorporating“smart”features into our existing“SUNGATE”carpark systems,expanding our security guarding services and improving our operational efficiencyand expand our vocational training services.As of the date of this prospectus,wehave submitted 243 tenders and quotations with a total e

137、stimated contract value ofUS$38.4 million in relation to the provision of security-related engineeringservices involving the supply of security systems and related maintenance serviceswhich we were awaiting results.However,these tenders and quotations do notrepresent firm commitments and ultimately

138、may not result in revenues to theCompany.We also plan to expand our space by renting and setting up a workshop witha showroom,which will exhibit the various types of security system prototypesoffered by us.Our internal development of our“SUNGATE”carpark systems includes anticipatedfunctions of real-

139、time vacant parking spaces check,parking space reservation,parking space navigation,car searching and contactless payment methods.Summary of Risks Affecting Our CompanyOur business is subject to numerous risks described in the section titled“RiskFactors”,which you should read in its entirety startin

140、g from page 17,andelsewhere in this prospectus.Risks Related to Conducting Operations in HongKongOur operational activities are primarily conducted in Hong Kong.Accordingly,political and economic conditions in Hong Kong and the surrounding region maydirectly affect our business.For a more detailed d

141、escription of the below risksand other risks related to acquiring and operating business in Hong Kong,see“Risk FactorsRisks Related to Conducting Operations in HongKong”beginningon page 31.These risks include,but are not limited to,the following:Potential political and economic instability in HongKo

142、ng may adverselyimpact our results of operations.We may also face the risk that changesin the policies of the PRC government could have a significant impact uponthe business we conduct in Hong Kong and the profitability of suchbusiness.See“Risk Factors Risks Related to Conducting Operations inHong K

143、ong Potential political,economic and social instability in HongKong could have a significant impact upon the business we conduct in HongKong and the profitability of such business”on page 31.The PRC legal system is evolving rapidly,and the PRC government exertssubstantial influence and discretion ov

144、er the manner in which companiesincorporated under the laws of PRC must conduct their business activitiesin accordance with applicable laws and regulations.We are based in HongKong with no substantive operations in mainland China.However,if we wereto become subject to such direct influence and discr

145、etion,it may resultin a material change in our operations and/or the value of our ordinaryshares,which would materially affect the interest of the investors.See“Risk Factors Risks Related to Conducting Operations in Hong Kong The PRC legal system is evolving rapidly and the PRC government exertssubs

146、tantial influence and discretion over the manner in which companiesincorporated under the laws of PRC must conduct their business activitiesin accordance with applicable laws and regulations.We are based in HongKong with no substantive operations in mainland China.However,if we wereto become subject

147、 to such direct influence and discretion,it may resultin a material change in our operations and/or the value of our ordinaryshares,which would materially affect the interest of the investors”onpage 32.Substantial uncertainties and restrictions with respect to the politicaland economic policies of t

148、he PRC government,as well as PRC laws andregulations,could have a significant impact on the business that weconduct in Hong Kong.Any actions by the PRC government to exert moreinfluence and control over overseas offerings could significantly limit orcompletely hinder our ability to offer or continue

149、 to offer securities toinvestors and cause the value of such securities to significantly declineor become worthless.See“Risk Factors Risks Related to ConductingOperations in Hong Kong Substantial uncertainties and restrictions withrespect to the political and economic policies of the PRC government,

150、aswell as PRC laws and regulations,could have a significant impact on thebusiness that we conduct in Hong Kong.Any actions by the PRC governmentto exert more influence and control over overseas offerings couldsignificantly limit or completely hinder our ability to offer or continueto offer securitie

151、s to investors and cause the value of such securities tosignificantly decline or become worthless”on page 33.32023/11/23 15:48sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htmhttps:/www.sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htm12/250T

152、able of ContentsIt is difficult for us to predict the impact,if any,the implementationof the national security law will have on our business,as such impactwill depend on future developments,which are highly uncertain and cannotbe predicted.See“Risk Factors Risks Related to Conducting Operationsin Ho

153、ng Kong The future development of national security laws andregulations in Hong Kong could materially impact our business by possiblytriggering sanctions and other measures which can cause economic harm toour business”on page 33.Uncertainties in the interpretation and enforcement of PRC laws andregu

154、lations,which could change with little advance notice,could limitthe legal protections available to us and materially affect our businessoperations and the value of our ordinary shares.See“Risk Factors Risks Related to Conducting Operations in Hong Kong Uncertainties inthe interpretation and enforce

155、ment of PRC laws and regulations,whichcould change with little advance notice,could limit the legal protectionsavailable to us and materially affect our business operations and thevalue of our ordinary shares”on page 34.The recent spate of government interference by the PRC government intobusiness a

156、ctivities of U.S.-listed Chinese companies may negatively impactour operations,value of our securities and/or significantly limit orcompletely hinder our ability to offer future securities to investors andcause the value of such securities to significantly decline or beworthless.See“Risk Factors Ris

157、ks Related to Conducting Operations inHong Kong The recent spate of government interference by the PRCgovernment into business activities of U.S.listed Chinese companies maynegatively impact our operations,value of our securities and/orsignificantly limit or completely hinder our ability to offer fu

158、turesecurities to investors and cause the value of such securities tosignificantly decline or be worthless”on page 34.We may be subject to a variety of Hong Kong laws and regulations regardingcybersecurity and data protection,and any failure to comply withapplicable laws and obligations could have a

159、 material and adverse effecton our business,financial condition and results of operations.See“RiskFactors Risks Related to Conducting Operations in Hong Kong We may besubject to laws and regulations regarding data protection in Hong Kong,and any failure to comply with applicable laws and obligations

160、 could havea material and adverse effect on our business,financial condition andresults of operations”on page 34.Our Hong Kong subsidiaries may be subject to restrictions on payingdividends or making other payments to us,which may restrict our abilityto satisfy liquidity requirements,fund operations

161、 or for other useoutside of Hong Kong,conduct business and pay dividends to holders of ourordinary shares.See“Risk Factors Risks Related to ConductingOperations in Hong Kong Our Hong Kong subsidiaries may be subject torestrictions on paying dividends or making other payments to us,which mayrestrict

162、their ability to satisfy liquidity requirements,fund operationsor for other use outside of Hong Kong,conduct business and pay dividendsto holders of our ordinary shares.Dividends payable to our foreigninvestors and gains on the sale of our shares of ordinary shares by ourforeign investors may become

163、 subject to tax by the PRC”on page 35.Our business,financial condition and results of operations,and/or thevalue of our ordinary shares or our ability to offer or continue to offersecurities to investors may be materially and adversely affected to theextent the laws and regulations of the PRC become

164、 applicable to a companysuch as us.See“Risk Factors Risks Related to Conducting Operations inHong Kong Our business,financial condition and results of operations,and/or the value of our ordinary shares or our ability to offer orcontinue to offer securities to investors may be materially and adversel

165、yaffected to the extent the laws and regulations of the PRC becomeapplicable to a company such as us”on page 36.Under the HFCAA,our ordinary shares may be prohibited from being tradedon any U.S.securities exchange,including the NewYork Stock Exchangeand Nasdaq,or through any other trading method wit

166、hin the SECsregulatory jurisdiction,if our auditor is not inspected by the PCAOB forrequired years.See“Risk Factors Risks Related to ConductingOperations in Hong Kong Under the HFCAA,our ordinary shares may beprohibited from being traded on any U.S.securities exchange,includingthe New York Stock Exc

167、hange and Nasdaq,or through any other tradingmethod within the SECs regulatory jurisdiction,if our auditor is notinspected by the PCAOB for three consecutive years,and this ultimatelycould result in trading in our ordinary shares being prohibited.Furthermore,the AHFCAA amends the HFCAA and requires

168、the SEC to prohibitan issuers securities from trading on any U.S.stock exchanges if itsauditor is not subject to PCAOB inspections for two consecutive yearsinstead of three”on page 36.42023/11/23 15:48sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htmhttps:/www.sec.gov/Ar

169、chives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htm13/250Table of ContentsIf we become directly subject to the recent scrutiny,criticism andnegative publicity involving U.S.-listed Chinese companies,we may have toexpend significant resources to investigate and resolve the matter,whi

170、chcould harm our business operations and our reputation and could result ina loss of your investment in our shares.See“Risk Factors RisksRelated to Conducting Operations in Hong Kong If we become directlysubject to the recent scrutiny,criticism and negative publicity involvingU.S.-listed Chinese com

171、panies,we may have to expend significant resourcesto investigate and resolve the matter,which could harm our businessoperations and our reputation and could result in a loss of yourinvestment in our shares,especially if such matter cannot be addressedand resolved favorably”on page 38.It may be diffi

172、cult for shareholders to enforce any judgment obtained inthe United States against us,which may limit the remedies otherwiseavailable to our shareholders.See“Risk Factors Risks Related toConducting Operations in Hong Kong It may be difficult for shareholdersto enforce any judgment obtained in the Un

173、ited States against us,whichmay limit the remedies otherwise available to our shareholders”on page39.Risks Related to Our Business and IndustryWe rely heavily on the contracts from our recurring customers and anydecrease or loss of business from any one of our recurring customers mayadversely affect

174、 our business,results of operations and financialcondition.Our contracts were awarded after undergoing direct negotiation andquotation processes with our potential customers or through competitivetendering.There is no guarantee that new contracts will be awarded to us.If we are unable to accurately

175、estimate the risks,work progress,revenuesor costs when we enter into contracts or fail to perform our contractsbased on our estimates,or if we fail to agree on the pricing of work donepursuant to variation orders or otherwise,we may be unable to realize theanticipated profits or incur losses on the

176、contracts.Our reputation,business,results of operations and prospects may beadversely affected by material interruptions of our relationship with oursuppliers and any quality issues in relation to our outsourced securitysystems.The loss of,expiry,withdrawal,revocation or failure to obtain or renewou

177、r registrations,approvals,licenses and certifications could materiallyand adversely affect our operations and financial results.We are on the approved lists of contractors and/or suppliers of variousHong Kong government departments and are subject to ongoing evaluationand appraisals.A loss of any or

178、 all of these customers or our failure toremain on such approved lists could materially and adversely affect ourbusinesses.We outsource certain parts of our security-related engineering works tosubcontractors and are exposed to claims arising from latent defects thatmay have been caused by us or our

179、 subcontractors in the past,thediscovery of which may have a material negative impact on our reputation,business and results of operations.Labor shortages or increases in labor costs could harm our business,reduce our profitability and slow our growth.Risks Related to this Offering and Ownership of

180、Our Ordinary SharesThe trading price of our ordinary shares may be volatile,which couldresult in substantial losses to investors.There is no active trading market for our ordinary shares and there can beno assurance any market will develop or that the trading price will notdecline below the price pa

181、id by investors.As a“controlled company”under the rules of Nasdaq,we may choose toexempt our company from certain corporate governance requirements thatcould have an adverse effect on our public shareholders.52023/11/23 15:48sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.

182、htmhttps:/www.sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htm14/250Table of ContentsOur directors and officers will collectively own an aggregate of 72.91%ofthe total voting power of our outstanding ordinary shares immediatelyafter the completion of this offering,assum

183、ing the underwriters do notexercise their option to purchase additional shares.Because we do not expect to pay dividends in the foreseeable future afterthis offering,you must rely on price appreciation of our ordinary sharesfor return on your investment.Legal and Operational Risks Related to Operati

184、ons in HongKongOur operational activities are primarily conducted in Hong Kong through ourindirect wholly-owned subsidiaries.We do not provide any security-relatedengineering services,security guarding and screening services or relatedvocational training services in mainland China or solicit custome

185、rs or collect,store or process any personal data of any customer in mainland China,and are notregulated by any regulator in mainland China.We do not maintain any office inmainland China and our directors and officers are mainly based in HongKong.It isuncertain what potential impact such modified or

186、new laws and regulations will haveon our daily business operation,our ability to accept foreign investments and thelisting of our ordinary shares on a U.S.or other foreign exchanges.These actionscould result in a material change in our operations and/or the value of ourordinary shares and could sign

187、ificantly limit or completely hinder our ability tooffer or continue to offer our securities to investors.We are aware that recently,the PRC government initiated a series of regulatoryactions and statements to regulate business operations in China with little advancenotice,including cracking down on

188、 illegal activities in the securities market,enhancing supervision over China-based companies listed overseas using a VIEstructure,adopting new measures to extend the scope of cybersecurity reviews,andexpanding the efforts in anti-monopoly enforcement.As advised by our PRC counsel,Han Kun Law Office

189、s,and our HongKong counsel,Watson Farley&Williams LLP,theBasic Law stipulates that national laws of the PRC do not apply in HongKong unlessthey are listed in AnnexIII of the Basic Law and applied locally by promulgationor local legislation.The Basic Law came into effect on July 1,1997.It is theconst

190、itutional document of Hong Kong,which sets out the PRCs basic policiesregarding Hong Kong.The principle of“one country,two systems”is a prominentfeature of the Basic Law,which dictates that Hong Kong will retain its uniquecommon law and capitalist system for 50 years after the handover in 1997.Under

191、 theprinciple of“one country,two systems”,Hong Kongs legal system,which isdifferent from that of the PRC,is based on common law,supplemented by statutes.National laws that may be listed in AnnexIII are currently limited under the BasicLaw to those which fall within the scope of defense and foreign a

192、ffairs as well asother matters outside the limits of the autonomy of Hong Kong.National lawsrelating to data protection,cybersecurity and the anti-monopoly have not beenlisted in AnnexIII and so do not apply directly to HongKong.While the NationalPeoples Congress of the PRC has the power to amend th

193、e Basic Law,the Basic Lawalso expressly provides that no amendment to the Basic Law shall contravene theestablished basic policies of the PRC regarding Hong Kong.As a result,thenational laws of the PRC do not currently have any material impact on our business,financial condition and results of opera

194、tions.Currently,our business of providingsecurity-related engineering services,security guarding and screening services,and related vocational training services is not affected under these regulatoryactions,however,if the legislative or administrative regulation making bodieschange their focus to th

195、e sector which we operate in,it may impact our ability toconduct our business,accept foreign investments,or list on a U.S.or otherforeign exchange.There is no assurance that certain laws of the PRC,includingexisting laws and regulations and those enacted or promulgated in the future,willnot be appli

196、cable to our Hong Kong subsidiaries due to change in the currentpolitical arrangements between mainland China and Hong Kong or other reasons,whether foreseeable or not presently foreseeable.As we operate in HongKong,aspecial administrative region of China,there is no guarantee that if certainexistin

197、g or future laws of the PRC become applicable to a company such as us,itwill not have a material adverse impact on our business,financial condition andresults of operations and/or our ability to offer or continue to offer securitiesto investors,any of which may cause the value of our ordinary shares

198、 tosignificantly decline or be worthless.Any future action by the PRC governmentexpanding the categories of industries and companies whose foreign securitiesofferings are subject to government review could significantly limit or completelyhinder our ability to offer or continue to offer securities t

199、o investors and couldcause the value of such securities to significantly decline or be worthless.If welater find out that we and/or our subsidiaries were to be required to obtain anypermission or approval from or complete any filing procedure with the CSRC,theCAC,or other PRC governmental authoritie

200、s in connection with this offering underthe PRC law,we and/or our subsidiaries may be fined or subject to other sanctions,incur material costs to ensure compliance,experience devaluation of our ordinaryshares or delisting,or no longer be permitted to continue our current businessoperations,and our s

201、ubsidiaries business and our reputation,financial condition,and results of operations may be materially and62023/11/23 15:48sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htmhttps:/www.sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htm15/250Tab

202、le of Contentsadversely affected.For a detailed description of the risks related to doingbusiness in Hong Kong,and the offering,see“Risks Related to ConductingOperations in HongKong”and“Risks Related to this Offering and Ownership of OurOrdinary Shares”in the“Risk Factors”section.PRC ApprovalsOn Jul

203、y6,2021,the relevant PRC government authorities published the Opinions onStrictly Cracking Down Illegal Securities Activities in Accordance with the Law.These opinions call for strengthened regulation over illegal securities activitiesand increased supervision of overseas listings by China-based com

204、panies,andpropose to take effective measures,such as promoting the construction of relevantregulatory systems to regulate the risks and incidents faced by China-basedoverseas-listed companies.As of the date of this prospectus,no official guidanceor related implementation rules have been issued in re

205、lation to these recentlyissued opinions and the interpretation and implementation of these opinions remainunclear at this stage.On February 17,2023,the CSRC promulgated the TrialMeasures and five supporting guidelines,which became effective on March 31,2023.According to the Trial Measures,among othe

206、r requirements,a PRC domestic companythat seeks to directly or indirectly offer and list securities in overseas markets,if both explicit conditions set forth under Article 15(as listed under point(1)below)are satisfied with respect to an“indirect offering and listing”,shallfulfill the filing procedu

207、re with the CSRC.Article 15 of the Trial Measuresprovides that(1)any overseas offering and listing made by an issuer that meetsboth the following explicit criteria will be determined as an“indirect overseasoffering and listing”:(i)any of the total assets,net assets,revenues or profitsof the domestic

208、 operating entities of the issuer in the most recent fiscal yearaccounts for more than 50%of the corresponding figure in such issuers auditedconsolidated financial statements for the same period;and(ii)the majoroperational activities are carried out in China or the main places of business arelocated

209、 in China,or the senior managers in charge of operation and management ofthe issuer are mostly Chinese citizens or are domiciled in China.(point(1)(i)andpoint(1)(ii),collectively,the“Article 15 Explicit Conditions for Filing”);and(2)the determination as to whether or not an overseas offering and lis

210、ting by PRCdomestic companies is an“indirect overseas offering and listing”,shall be madeon a“substance over form”basis(the“Discretional Clause”).We do not believethat we are required to obtain the approval from or complete the filing with theCSRC for this offering,based on the fact that our operati

211、ons are not conducted inmainland China and thus we do not meet both of the Article 15 Explicit Conditionsfor Filing at the same time as set out in the Trial Measures to determine whetheran overseas offering and listing shall be deemed as an indirect overseas offeringand listing by a domestic company

212、;however,it shall be subject to the CSRCs solediscretion to determine whether this offering will be regarded as an“indirectoverseas offering and listing”under the Discretional Clause and consequentlywhether the Company is required to obtain approval from or complete the filing withthe CSRC pursuant

213、to the Trial Measures.As the Trial Measures was newly published,there are substantial uncertainties as to its implementation and interpretation,and the CSRC may take a view that is contrary to our understanding of the TrialMeasures under the principle of“substance over form”adopted thereby regarding

214、the determination of an“indirect overseas offering and listing by PRC domesticcompanies.As of the date of this prospectus,we have not received any formalinquiry,notice,warning,sanction,or any regulatory objection from the CSRC withrespect to this offering.However,if we are required by the CSRC to su

215、bmit andcomplete the filing procedures of this offering and listing,we cannot assure youthat we will be able to complete such filings in a timely manner,or even at all.Any failure by us to comply with such filing requirements under the Trial Measuresmay result in an order to rectify,warnings and fin

216、es against us and couldmaterially hinder our ability to offer or to continue to offer our securities.On June 10,2021,the Standing Committee of the National Peoples Congress of thePRC(“SCNPC”)promulgated the PRC Data Security Law,which took effect inSeptember 2021.The PRC Data Security Law imposes da

217、ta security and privacyobligations on entities and individuals carrying out data activities and introducesa data classification and hierarchical protection system.The PRC Data Security Lawalso provides for a national security review procedure for data activities that mayaffect national security and

218、imposes export restrictions on certain data andinformation.On November 14,2021,the CAC released the Regulations on the NetworkData Security Management(Draft for Comments),or the Data Security ManagementRegulations Draft,for public comments,and the comment period expired on December13,2021.Pursuant t

219、o the Data Security Management Regulations Draft,data handlersthat process the personal information of more than one million users listing in aforeign country should apply for a cybersecurity review.On December 28,2021,theCAC,together with 12 other governmental departments of the PRC,jointlypromulga

220、ted the Measures for Cybersecurity Review(2021),which became effective onFebruary 15,2022.The Measures for Cybersecurity Review(2021)provides that,inaddition to operators of critical information infrastructure that intend topurchase Internet products and services,data handlers engaging in data proce

221、ssingactivities that affect72023/11/23 15:48sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htmhttps:/www.sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htm16/250Table of Contentsor may affect national security must be subject to cybersecurity r

222、eview by theCybersecurity Review Office of the PRC.The Measures for Cybersecurity Review(2021)further requires that critical information infrastructure operators and dataprocessing operators that possess personal data of at least one million users mustapply for a review by the Cybersecurity Review O

223、ffice of the PRC before conductinglistings in foreign countries.We do not provide any security-related engineering services,or security guardingand screening services in mainland China or solicit customers or collect,store orprocess any personal data of any customer in mainland China.Our business do

224、es notinvolve the collection of user data,implicate cybersecurity,or involve any othertype of restricted industry as defined under the applicable PRC laws,and thus wedo not believe we are an“operator of critical information infrastructure,”“online platform operator”or“data handler”as mentioned above

225、.Based on theopinion of our PRC counsel,Han Kun Law Offices,we have determined that we are notsubject to cybersecurity review with the CAC,given the facts that:(i)we do notpossess a large amount of personal information in our business operationsoriginated from mainland China;and(ii)data processed in

226、 our business does nothave a bearing on national security and thus may not be classified as core orimportant data by the authorities.As of the date of this prospectus,we have notbeen involved in any investigations on cybersecurity review initiated by the CAC orrelated governmental regulatory authori

227、ties and have not received any notice fromany authorities requiring us to obtain permissions from any PRC authorities forthis offering or were denied such permissions by any PRC authorities.However,since the Measures for Cybersecurity Review(2021)was newly adopted and the DataSecurity Management Reg

228、ulations Draft is in the process of being formulated,it isunclear on how it will be interpreted,amended and implemented by the relevant PRCgovernmental authorities.Our business is subject to various government regulations and regulatoryinterference.Because we do not have any PRC subsidiaries or busi

229、ness operations inmainland China,we are not required to obtain permission or approval to operate ourbusiness in mainland China.In addition to a business registration certificate,which is required for all companies doing business in Hong Kong,we have obtainedthe following licenses/qualifications/regi

230、strations,which are all requisitelicenses,permissions or approvals required for our current operations in HongKong:Company License/Qualifications/Registrations ValidityShineUnion Security Company License(TypeIII)December30,2020 toDecember29,2025 Radioactive Substances License February9,2023 toFebrua

231、ry25,2024 Radio Dealers License(Unrestricted)February1,2023 to January31,2024 Irradiating Apparatus License October 13,2023 to November 1,2024 Certificate of Registration ofElectrical Contractor July11,2023 to July14,2026 Registered Subcontractor March31,2019 to March30,2024 Endorsement of Removal S

232、ervice Plan August13,2018(no expiry date)Certificate of Registration as aRegistered Supplier August14,2018(no expiry date)Type Approval Certificate(SmartPark)May4,2022 to May4,2025 Type Approval Certificate(Self-Service Kiosk)May4,2022 to May4,2025 Type Approval Certificate(AccessControl System)Augu

233、st3,2023 to August3,2026 Property Management Company License November7,2022 to November6,2025FortuneJet Security Company License(TypeI)September18,2020 toSeptember17,2025 Statement of Accreditation Approvalfor Certificate in Basic SecurityServices under QASRS(QF Level 1)November23,2022 toNovember22,

234、2024 Property Management Company License November18,2022 toNovember17,2025See“Business Licenses and Qualifications”and“Regulations Regulations inHong Kong Laws and Regulations Relating to Our Business Operations”for moredetails.We have not experienced denials in obtaining permissions or approvals an

235、dhave received all requisite permissions or approvals.We are in compliance withapplicable laws and regulations.We have been closely monitoring regulatorydevelopments in China regarding any necessary approvals from the CSRC,the CAC orother PRC governmental authorities required for overseas listings,i

236、ncluding thisoffering.Nevertheless,we may incur increased costs necessary to comply withexisting and newly adopted laws and regulations or penalties for any failure tocomply.Furthermore,given recent statements by the PRC government indicating anintent to exert more influence and control over offerin

237、gs that are conductedoverseas and there are uncertainties with respect to the Chinese legal system andchanges in laws,regulations,and policies,including how those laws,regulations,2023/11/23 15:48sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htmhttps:/www.sec.gov/Archive

238、s/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htm17/250and policies will be interpreted or implemented,although as of the date of thisprospectus,we have not been involved in any investigations initiated by theapplicable government regulatory82023/11/23 15:48sec.gov/Archives/edgar/data/

239、1969863/000121390023089539/ff12023_sugrouphold.htmhttps:/www.sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htm18/250Table of Contentsauthorities,nor have we received any inquiry,notice,warning or sanction in suchrespect,it is uncertain whether or when we might be subject

240、 to such requirements,permission and approval from any related PRC government to list our shares onNasdaq in the future.Given that(1)we do not have any subsidiaries or businessoperation in the PRC;(2)none of our operating revenues,total profits,totalassets or net assets is accounted for by any subsi

241、diaries based in the PRC;and(3)no issuance or sale of the ordinary shares has been or will be made directly orindirectly within the PRC,based solely on the documents and representationsreceived from the Company,as of the date of this prospectus,nothing comes to theattention of our PRC counsel,Han Ku

242、n Law Offices,that suggests we meet both ofthe Article 15 Explicit Conditions for Filing,and thus,based on the opinion ofour PRC counsel,we believe that CSRCs approval is not required for the listingand trading of our ordinary shares on Nasdaq in the context of this offering.Additionally,as advised

243、by our Hong Kong counsel,Watson Farley&Williams LLP,based on their understanding of the current Hong Kong laws,as of the date of thisprospectus,we are not required to obtain permission from the Hong Kong authoritiesfor the trading of our ordinary shares on Nasdaq or for the offering of ourordinary s

244、hares to foreign investors outside Hong Kong.However,we cannot assureyou that relevant PRC governmental agencies,including the CSRC,would reach thesame conclusion as we do.If the CSRC or other regulatory agencies later promulgatenew rules or explanations requiring that we obtain their approvals for

245、thisoffering and any follow-on offering,we may be unable to obtain such approvals,which could significantly limit or completely hinder our ability to offer orcontinue to offer securities to our investors.The CSRC or other PRC regulatoryagencies may also take actions requiring us,or making it advisab

246、le for us,to haltthis offering before the settlement and delivery of the ordinary shares that we areoffering.Consequently,if you engage in market trading or other activities inanticipation of and prior to the settlement and delivery of the ordinary shares weare offering,you would be doing so at the

247、risk that the settlement and deliverymay not occur.Any uncertainties or negative publicity regarding such approvalrequirements could have a material adverse effect on our ability to complete thisoffering or any follow-on offering of our securities or the market for and marketprice of our ordinary sh

248、ares and cause the value of our ordinary shares tosignificantly decline or become worthless.For more detailed information,see“RiskFactorsRisks Related to Conducting Operations in HongKongThe PRC legalsystem is evolving rapidly,and the PRC government exerts substantial influence anddiscretion over th

249、e manner in which companies incorporated under the laws of PRCmust conduct their business activities in accordance with applicable laws andregulations.We are based in Hong Kong with no substantive operations in mainlandChina.However,if we were to become subject to such direct influence anddiscretion

250、,it may result in a material change in our operations and/or the valueof our ordinary shares,which would materially affect the interest of theinvestors”,“Risk Factors Risks Related to Conducting Operations inHongKongUncertainties in the interpretation and enforcement of PRC laws andregulations,which

251、 could change with little advance notice,could limit the legalprotections available to us and materially affect our business operations and thevalue of our ordinary shares.”and“Risk Factors Risks Related to ConductingOperations in Hong Kong Substantial uncertainties and restrictions with respectto t

252、he political and economic policies of the PRC government,as well as PRC lawsand regulations,could have a significant impact on the business that we conduct inHong Kong.Any actions by the PRC government to exert more influence and controlover overseas offerings could significantly limit or completely

253、 hinder our abilityto offer or continue to offer securities to investors and cause the value of suchsecurities to significantly decline or become worthless.”In addition,our auditor is required by the laws of the United States to undergoregular inspections by the PCAOB.Pursuant to the HFCAA,the PCAOB

254、 issued aDetermination Report on December 16,2021 which found that the PCAOB is unable toinspect or investigate completely registered public accounting firms headquarteredin:(1)mainland China of the PRC,and(2)Hong Kong,because of positions taken bythe PRC authorities in those jurisdictions.In additi

255、on,the PCAOBs reportidentified the specific registered public accounting firms which are subject tothese determinations.Our auditor,Marcum Asia,is headquartered in Manhattan,NewYork,and has been inspected by the PCAOB on a periodic basis.Therefore,ourauditor was not identified in this report as a fi

256、rm subject to the PCAOBsdetermination.On August 26,2022,the CSRC,the Ministry of Finance of the PRC,and the PCAOB signed a Statement of Protocol,or the Protocol,governinginspections and investigations of audit firms based in China and Hong Kong.Pursuant to the Protocol,the PCAOB shall have independe

257、nt discretion to select anyissuer audits for inspection or investigation and has the unfettered ability totransfer information to the SEC.On December 15,2022,the PCAOB issued aDetermination Report which determined that the PCAOB(1)is able to selectengagements,audit areas,and potential violations to

258、be reviewed or investigated,(2)has timely access to,and the ability to retain and use,any document orinformation that the PCAOB considers relevant to an inspection or investigation,and(3)is able to conduct inspections and investigations in a manner consistentwith the provisions of the HFCAA and the

259、rules of the board of PCAOB,asinterpreted and applied by the PCAOB.Consequently,the PCAOB concluded that in theabsence of any evidence that authorities in the PRC currently are taking anypositions to impair the PCAOBs ability to execute its statutory mandate withrespect to inspections or92023/11/23

260、15:48sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htmhttps:/www.sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htm19/250Table of Contentsinvestigations,the HFCAA dictates that the PCAOB vacate the 2021 determinations.As required by the HFCAA,

261、if in the future the PCAOB determines it no longer caninspect or investigate completely because of a position taken by an authority inthe PRC,the PCAOB will act expeditiously to consider whether the board of thePCAOB should issue a new determination.On December 29,2022,the AcceleratingHolding Foreig

262、n Companies Accountable Act(the“AHFCAA”)was enacted,whichamended the HFCAA by decreasing the number of non-inspection years from three yearsto two,thus reducing the time period before our ordinary shares may be prohibitedfrom trading or delisted.On December 29,2022,legislation entitled“ConsolidatedA

263、ppropriations Act,2023”(the“Consolidated Appropriations Act”)was signed intolaw.The Consolidated Appropriations Act contains,among other things,an identicalprovision to the AHFCAA,which reduces the number of consecutive non-inspectionyears required for triggering the prohibitions under the HFCAA fro

264、m three years totwo.If the PCAOB is unable to inspect or investigate completely the Companysauditors for a period of two consecutive years,our securities may be prohibitedfrom trading and Nasdaq may determine to delist the Companys securities.Notwithstanding the foregoing,if the PCAOB later determin

265、ed that it is not able toinspect and investigate completely our auditors work papers in Hong Kong,you maybe deprived of the benefits of such inspection which could result in limitation orrestriction to our access to the U.S.capital markets and trading of our securitiesmay be prohibited under the HFC

266、AA and Nasdaq may determine to delist our securitiesif the PCAOB determines that it cannot inspect or investigate completely ourauditor under the HFCAA.See“Risk Factors Risks Related to ConductingOperations in Hong Kong Under the HFCAA,our ordinary shares may be prohibitedfrom being traded on any U.

267、S.securities exchange,including the New York StockExchange and Nasdaq,or through any other trading method within the SECsregulatory jurisdiction,if our auditor is not inspected by the PCAOB for threeconsecutive years,and this ultimately could result in trading in our ordinaryshares being prohibited.

268、Furthermore,the AHFCAA amends the HFCAA and requires theSEC to prohibit an issuers securities from trading on any U.S.stock exchanges ifits auditor is not subject to PCAOB inspections for two consecutive years insteadof three”for more information.History and Corporate StructureOur HistoryWe commence

269、d our security-related business in 1998 through our subsidiary,ShineUnion,in Hong Kong.Our founder,Mr.Chan Ming Dave,became the general manager ofShine Union in March1999 and is currently the managing director of Shine Union andFortune Jet.Over time,we have completed various security-related enginee

270、ringprojects in both the private and public sectors,which were carried out incommercial properties,public facilities and residential properties in HongKong asboth a contractor and a subcontractor.In 2018,in view of the capabilities ofFortune Jet as a holder of the Security Company License(TypeI)issu

271、ed by theSecurity and Guarding Services Industry Authority in HongKong and in light of theintroduction of new policies by the International Civil Aviation Organization(“ICAO”)in September 2016 and the regulated air cargo screening facilitiesscheme(“RACSF”)introduced by the Civil Aviation Department(

272、“CAD”)of theHongKong Government in October2018,which required all outgoing air cargo inHongKong to be subject to security screening by June2021,we acquired 100%ofthe equity interest of Fortune Jet in July2019,then transferred 10.0%of theequity interest of Fortune Jet to Mr.Chu Hon Wai,the director o

273、f Fortune Jet,inNovember2019.In March2023,we acquired the 10.0%of the equity interest ofFortune Jet from Mr.Chu and as a result,we now own all the share capital ofFortune Jet.Fortune Jet principally engages in the provision of security guardingand screening services and related vocational training s

274、ervices in Hong Kong.Following the acquisition of Fortune Jet,we have evolved from an engineeringcompany providing services in respect of security systems to an integratedsecurity-related services provider with our businesses also covering securityguarding and screening services and related vocation

275、al training services.Corporate StructureOn March11,2021,SU Group was incorporated as an exempted company with limitedliability under the laws of the Cayman Islands as our holding company.As a holdingcompany,SU Group does not have substantive operations and is not a direct Chineseor HongKong operatin

276、g company.SU Group directly holds all the share capital of SUInvestment,a company incorporated in the BVI with limited liability onNovember21,2019.SU Investment,as an intermediate holding company that does not have substantiveoperations,in turn,holds(1)all the share capital of Shine Union,a companyi

277、ncorporated in HongKong with limited liability on January2,1998,and(2)allthe share capital of Fortune Jet,formerly known as Fortune Jet&Management Co.,Limited,a company incorporated in Hong Kong with limited liability onFebruary13,2015.102023/11/23 15:48sec.gov/Archives/edgar/data/1969863/0001213900

278、23089539/ff12023_sugrouphold.htmhttps:/www.sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htm20/250Table of ContentsThe following diagram depicts our current corporate structure.Currently,ourcorporate structure contains no VIE and we do not intend to enter into anycontrac

279、tual arrangements to establish a VIE structure with any entity in the PRC.Investors in our ordinary shares are purchasing equity interests in SU GroupHoldings Limited,a Cayman Islands holding company,which directly holds equityinterests in its indirect operating subsidiaries in Hong Kong.For more de

280、tails regarding our corporate structure and related changes,see“Corporate Structure.”Cash Transfers,Cash Management and Dividend DistributionSU Group was incorporated in Cayman Islands on March11,2021,to be the ultimateparent company.As a holding company with no material operations of our own,ourope

281、rations are conducted through our subsidiaries in Hong Kong with ourheadquarters in HongKong.Our operational activities are primarily conducted inHongKong through our indirect wholly-owned subsidiaries.SU Group is permittedunder the laws of Cayman Islands to provide funding to our subsidiaries inHon

282、gKong through loans or capital contributions without restrictions on the amountof the funds,provided such arrangement is in the best interests of the Company.Ifneeded,cash can be transferred between our holding company and subsidiariesthrough intercompany fund advances,and there are currently no res

283、trictions ontransferring funds between our Cayman Islands holding company,a subsidiary in theBritish Virgin Islands,and operating subsidiaries in Hong Kong.However,whilethere are currently no such restrictions on foreign exchange and our ability totransfer cash or assets between our Cayman Islands h

284、olding company and ouroperating subsidiaries in Hong Kong,if certain PRC laws and regulations,includingexisting laws and regulations and those enacted or promulgated in the future,wereto become applicable to our operating subsidiaries in Hong Kong,and to the extentour cash or assets in the business

285、is in Hong Kong or a Hong Kong entity,suchfunds or assets may not be available to fund operations or for other use outside ofHong Kong due to interventions in or the imposition of restrictions and limitationsby the PRC government on our and our operating subsidiaries ability to transferfunds or asse

286、ts.See“Risk Factors Risks Related to Conducting Operations inHong Kong Our Hong Kong subsidiaries may be subject to restrictions on payingdividends or making other payments to us,which may restrict their ability tosatisfy liquidity requirements,fund operations or for other use outside of HongKong,co

287、nduct business and pay dividends to holders of our ordinary shares.Dividends payable to our foreign investors and gains on the sale of our shares ofordinary shares by our foreign investors may become subject to tax by the PRC.”Our operating subsidiaries in HongKong are permitted under the laws of Ho

288、ngKong,to provide direct or indirect funding to SU Group,the holding company incorporatedin the Cayman Islands,through dividend distributions.Our Group currently intendsto retain all available funds and future earnings,if any,for the operation andexpansion of our business,and we do not anticipate de

289、claring or paying anydividends in the foreseeable future.We also intend to settle amounts owed underour operating structure through bank loans and loans from related parties.Wecurrently do not have any dividend policy,and any future determination as todividends will be made at the discretion of our

290、board of directors afterconsidering our financial condition,results of operations,capital requirements,contractual requirements,business prospects and other factors the board ofdirectors deem relevant,and subject to the restrictions contained in112023/11/23 15:48sec.gov/Archives/edgar/data/1969863/0

291、00121390023089539/ff12023_sugrouphold.htmhttps:/www.sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htm21/250Table of Contentsany future financing instruments.See“Risk Factors Risks Related to thisOffering and Ownership of Our Ordinary Shares Because we do not expect to pa

292、ydividends in the foreseeable future after this offering,you must rely on priceappreciation of our ordinary shares for return on your investment”and“RisksRelated to Our Business and Industry We cannot assure you that we will declareand distribute any amount of dividends in the future.”Subject to the

293、 Companies Act and our amended and restated memorandum and articlesof association,which will become effective immediately prior to the completion ofthis offering,our board of directors may authorize and declare a dividend toshareholders(including shareholders who are based in the United States)from

294、timeto time out of the profits of the Company,realized or unrealized,or from anyreserve set aside from profits which our board of directors determine is no longerneeded,or out of the share premium account,provided that in no circumstances maya dividend be paid out of share premium unless,immediately

295、 following the date onwhich the dividend is proposed to be paid,the Company is able to pay its debts asthey become due in the ordinary course of business.There is no further CaymanIslands statutory restriction on the amount of funds which may be distributed by usin the form of dividends.For the year

296、s ended September 30,2021 and 2022,and the six months ended March 31,2023,Shine Union declared dividends of HK$16.5 million,HK$25.3 million,and nil,respectively,and Fortune Jet declared dividends of HK$0.5 million,HK$0.4 million,and nil,respectively,totaling HK$17.0 million,HK$25.7 million,and nil,r

297、espectively,to their then respective shareholders,of which HK$50,000,HK$40,400,and nil,respectively,was attributable to a non-controlling interest.For theyears ended September 30,2021 and 2022,and the six months ended March 31,2023,the Company declared dividends of HK$17.0 million,HK$8.0 million,and

298、 nil,respectively,to its then shareholders.For details,see Notes 14 and 16 in ouraudited consolidated financial statements included elsewhere in this prospectus.Asof the date of this prospectus,neither we nor any of our subsidiaries have everpaid dividends or made distributions to U.S.investors.Exce

299、pt as disclosed,therewere no other transfers,dividends or distributions which have been made betweenour holding company,our subsidiaries or to our investors.If we determine to paydividends on any of our ordinary shares in the future,as a holding company,wewill be dependent on receipt of funds from o

300、ur operating subsidiaries in HongKong.Under the current practice of the Inland Revenue Department of the Hong KongGovernment,no tax is payable in HongKong in respect of dividends paid by us.There are no restrictions or limitations under the laws of HongKong imposed on theconversion of HKD into forei

301、gn currencies and the remittance of currencies out ofHongKong,nor is there any restriction on any foreign exchange to transfer cashbetween the Company and its subsidiaries,across borders and to investors outsideof Hong Kong,nor are there any restrictions and limitations to distribute earningsfrom th

302、e subsidiaries,to the Company and investors outside of Hong Kong andamounts owed.There are no exchange controls in the Cayman Islands.We have implemented an internal cash management policy for all of our subsidiaries,based on the demands of our groups internal management procedure,which requiresthe

303、relevant financial staff to verify that the relevant documents issued by therequestor with the approval of the competent supervisor are qualified,and thentransfer the payment to the cashier upon the approval of the competent supervisorof the relevant financial staff.Any voucher will be stamped after

304、 payment and thepayee will sign the request for payment as receipt.In addition,all payments shallbe made by check,auto pay or telegraphic transfer except for certain specifiedcash payables.Our Chief Executive Officer is responsible for initiating bankaccount openings and closures,subject to the boar

305、d of directors approval.Liquidity management involves the finance&payroll manager preparing a monthlycash flow forecast,monitored and reviewed by the Chief Financial Officer or ChiefExecutive Officer,along with a quarterly cash flow statement.Bank reconciliationis performed before month-end closing,

306、overseen by the finance&payroll manager.The policy sets guidelines for physical cash management,check handling,paymentapprovals,cash advances,investment,borrowing,foreign exchange,and emphasizesthe segregation of duties to maintain financial control.Other than the internalcash management policy desc

307、ribed above,we currently do not have other cashmanagement policies or procedures that dictate how funds are transferred betweenthe Company and investors,nor are we required to have any cash management policiespursuant to the current regulations in Hong Kong or the PRC,as advised by our HongKong coun

308、sel,Watson Farley&Williams LLP and our PRC counsel,Han Kun LawOffices.As advised by our Cayman Islands counsel,Conyers Dill&Pearman,underCayman Islands law,there is no specific requirement for the Company to have a cashmanagement policy in place,unless otherwise specified by any accounting policyado

309、pted by the Company.The Company should however ensure it maintains sufficientcash reserves to remain solvent at all times.Under the PRC Enterprise Income Tax Law and its implementation rules,an enterpriseestablished outside of the PRC with its“de facto management body”within China isconsidered a“res

310、ident enterprise”and will be subject to the enterprise incometax on its global income at the rate of 25%.The implementation rules define theterm“de facto122023/11/23 15:48sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htmhttps:/www.sec.gov/Archives/edgar/data/1969863/0001

311、21390023089539/ff12023_sugrouphold.htm22/250Table of Contentsmanagement body”as the managing body that actually and comprehensively manages andcontrols the production and operation,staff,accounting,property and otheraspects of an enterprise.In 2009,the State Administration of Taxation,or SAT,issued

312、the Notice of the State Administration of Taxation on Issues Relating toIdentification of PRC-Controlled Overseas Registered Enterprises as ResidentEnterprises in Accordance with the Standards of De Facto Management Body,or SATNotice 82,which provides certain specific criteria for determining whethe

313、r the“defacto management body”of a PRC-controlled enterprise that is incorporated offshoreis located in China.According to SAT Notice 82,an offshore incorporatedenterprise controlled by a PRC enterprise or a PRC enterprise group will beregarded as a PRC tax resident by virtue of having its“de facto

314、management body”in China and will be subject to PRC enterprise income tax on its global income onlyif certain conditions are met.We believe none of our entities outside of China isa PRC resident enterprise for PRC tax purposes,as we are not an offshoreincorporated enterprise controlled by a PRC ente

315、rprise or a PRC enterprise group.However,the tax resident status of an enterprise is subject to determination bythe PRC tax authorities and uncertainties remain with respect to the interpretationof the term“de facto management body.”Foreign Private Issuer StatusWe are a foreign private issuer within

316、 the meaning of the rules under theSecurities ExchangeActof1934,as amended(the“ExchangeAct”).As such,weare exempt from certain provisions applicable to U.S.domestic public companies.For example:we are not required to provide as many Exchange Act reports,or asfrequently,as a domestic public company;f

317、or interim reporting,we are permitted to comply solely with our homecountry requirements,which are less rigorous than the rules that apply todomestic public companies;we are not required to provide the same level of disclosure on certainissues,such as executive compensation;we are exempt from provis

318、ions of Regulation FD aimed at preventingissuers from making selective disclosures of material information;we are not required to comply with the sections of the Exchange Actregulating the solicitation of proxies,consents or authorizations inrespect of a security registered under the ExchangeAct;and

319、we are not required to comply with Section 16 of the Exchange Actrequiring insiders to file public reports of their share ownership andtrading activities and establishing insider liability for profits realizedfrom any“short-swing”trading transaction.Implications of Being a Controlled CompanyWe are a

320、nd will continue to be following this offering,a“controlled company”within the meaning of the Nasdaq Stock Market Rules and,as a result,may rely onexemptions from certain corporate governance requirements that provide protectionto shareholders of other companies.Our Chairman of the board of director

321、s andChief Executive Officer,Mr.Chan Ming Dave,owns more than 50%of the voting powerrepresented by our issued and outstanding ordinary shares.For so long as we are a“controlled company”under that definition,we are permitted to elect to rely,andmay rely,on certain exemptions from corporate governance

322、 rules,including:(i)anexemption from the rule that a majority of our board of directors must beindependent directors;(ii)an exemption from the rule that the compensation of ourChief Executive Officer must be determined or recommended solely by independentdirectors;and(iii)an exemption from the rule

323、that our director nominees must beselected or recommended solely by independent directors.As a result,you will nothave the same protection afforded to shareholders of companies that are subject tothese corporate governance requirements.Although we do not intend to rely on the“controlled company”exem

324、ption under theNasdaq listing rules,we could elect to rely on this exemption after we completethis offering.If we elected to rely on the“controlled company”exemption,amajority of the members of our board of directors might not be independentdirectors and our nominating and corporate governance and c

325、ompensation committeesmight not consist entirely of independent directors after we complete thisoffering.(See“Risk FactorsRisks Related to this Offering and Ownership ofOur Ordinary SharesAs a“controlled company”under the rules of Nasdaq,wemay choose to exempt our company from certain corporate gove

326、rnance requirementsthat could have an adverse effect on our public shareholders.”)Additionally,132023/11/23 15:48sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htmhttps:/www.sec.gov/Archives/edgar/data/1969863/000121390023089539/ff12023_sugrouphold.htm23/250Table of Conte

327、ntspursuant to Nasdaqs phase-in rules for newly listed companies,we have one yearfrom the date on which we are first listed on Nasdaq to comply fully with theNasdaq listing standards.We do not plan to rely on the phase-in rules for newlylisted companies and will comply fully with the Nasdaq listing

328、standards at thetime of listing.Implications of Being an Emerging Growth CompanyAs a company with less than US$1.235billion in revenues for the last fiscal year,we qualify as an“emerging growth company”pursuant to the Jumpstart Our BusinessStartups Actof2012(as amended by the Fixing Americas Surface

329、 TransportationActof2015)(the“JOBS Act”).An emerging growth company may take advantage ofspecified reduced reporting and other requirements that are otherwise applicablegenerally to public companies.These provisions include exemption from the auditorattestation requirement under Section404 of the Sa

330、rbanes-Oxley Actof2002,orSection404,in the assessment of the emerging growth companys internal controlover financial reporting.The JOBS Act also provides that an emerging growthcompany that prepares its financial statements in accordance with generallyaccepted accounting principles in the UnitedStat

331、es(“U.S.GAAP”),does not needto comply with any new or revised financial accounting standards until such datethat a private company is otherwise required to comply with such new or revisedaccounting standards.In addition,Section 107 of the JOBS Act provides that an“emerging growthcompany”can take adv

332、antage of the extended transition period provided inSection7(a)(2)(B)of the Securities Actof1933,as amended(the“SecuritiesAct”),for complying with new or revised accounting standards.The extendedtransition period provision only applies to companies preparing financialstatements under U.S.GAAP.We hav

333、e elected to take advantage of this extendedtransition period and acknowledge that such election is irrevocable pursuant toSection107 of the JOBS Act.We will remain an emerging growth company until the earliest of(i)the lastdayof our fiscal year during which we have total annual gross revenues of at leastUS$1.235 billion;(ii)the last day of our fiscal year following the fifthanniversary of the com