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1、F-1/A 1 ea0237304-f1a1_onecons.htm AMENDMENT NO.1 TO FORM F-1As filed with the United States Securities and Exchange Commission on April 7,2025.Registration Statement No.333-286360 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 AMENDMENT NO.1 TOForm F-1REGISTRATION STATEMENTUNDE

2、RTHE SECURITIES ACT OF 1933 OneConstruction Group Limited(Exact name of registrant as specified in its charter)Cayman Islands 1520 N/A(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(IRS EmployerIdentification Number)Room 6808A,68/F

3、,Central Plaza,18 Harbor Road,Wanchai,Hong Kong+852 2123 8400(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168Telephone:(800)221-0102(Name,address,including zip code,and

4、telephone number,including area code,of agent for service)Copy to:Mr.Kyle LeungConcord&Sage PC1360 Valley Vista Dr Suite 140Diamond Bar,CA 91765Tel:929-989-7572 Approximate date of commencement of proposed sale to public:As soon as practicable after this registration statement becomes effective.If a

5、ny of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check th

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

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

8、ration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act:Emerging growth company If an emerging growth company that prepares its financial statements in accordance with accounting principles genera

9、lly accepted in the United States(“U.S.GAAP”),indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of theSecurities Act.The term“new or revised financi

10、al accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registra

11、nt shall file a further amendmentthat specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act or until the registration statement shallbecome effective on such date as the Commission,acting pursuant to such Section 8

12、(a),may determine.The information in this prospectus is not complete and may be changed.We may not sell these securities until the registration statement filed with the U.S.Securities and ExchangeCommission is effective.This prospectus is not an offer to sell these securities and it is not solicitin

13、g an offer to buy these securities in any jurisdiction where the offer or sale is notpermitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION,DATED APRIL 7,2025 2,250,000 Ordinary Shares to be sold by the Selling Shareholders OneConstruction Group Limited This prospectus relates to the offer and resal

14、e,by the Selling Shareholders identified in this prospectus,of up to 2,250,000 ordinary shares,par value US$0.0001 per ordinary share(“Ordinary Shares”or“Shares”),of OneConstruction Group Limited(“ONEG”),an exempted company incorporated in the Cayman Islands with limited liability.Our Ordinary Share

15、s trade onthe Nasdaq Stock Market under the symbol“ONEG”on December 31,2024,the closing price of our Ordinary Shares was$4 per Share.The Selling Shareholders are identified in the table commencing on page 86 of this prospectus.The Selling Shareholders may offer,sell or distribute all or a portion of

16、 the securities herebyregistered publicly or through private transactions at prevailing market prices.No underwriter or other person has been engaged to facilitate the sale of the Ordinary Shares in this offering.TheSelling Shareholders may be deemed underwriters of the Ordinary Shares that it is of

17、fering.We will not receive any of the proceeds from such sales of the Ordinary Shares.We will bear allcosts,expenses,and fees in connection with the registration of these securities,including with regard to compliance with state securities or“blue sky”laws.The Selling Shareholders will bearall commi

18、ssions and discounts,if any,attributable to their sale of Ordinary Shares.See“Plan of Distribution”beginning on page 88.Investors are cautioned that you are buying shares of a Cayman Islands holding company with operations in Hong Kong by its operating subsidiary.ONEG is a holding company incorporat

19、ed in the Cayman Islands with no material operations of its own,and we conduct our operations primarily in Hong Kong through our operatingsubsidiary,OneConstruction Engineering Projects Limited,a company incorporated under the laws of Hong Kong with limited liability(“OneC Engineering”).References t

20、o the“Company,”“we,”“us,”and“our”in the prospectus are to ONEG,the Cayman Islands entity that issued the Ordinary Shares being offered.References to“OneC Engineering”are to OneConstructionEngineering Projects Limited,the entity operating the business.This is an offering of the Ordinary Shares of ONE

21、G,the holding company in the Cayman Islands,instead of the shares of theoperating subsidiary.Investors in this offering will not directly hold any equity interests in the operating subsidiary.Investing in our Ordinary Shares is highly speculative and involves a high degree of risk.Before buying any

22、shares,you should carefully read the discussion of material risks ofinvesting in our Ordinary Shares in“Risk Factors”beginning on page 17 of this prospectus.We are a“controlled company”as defined under the Nasdaq Listing Rules,because our Controlling Shareholder owns a total of 9,000,000 our issued

23、and outstanding Ordinary Shares,representing approximately 69.23%of the total voting power.As a result,our Controlling Shareholder can control the outcome of matters submitted to the shareholders for approval.Additionally,we may elect to take advantage of certain exemptions from certain corporate go

24、vernance requirements that could adversely affect our public shareholders.Please see“Implicationsof Being a Controlled Company”beginning on page 13 for more information.We are an“Emerging Growth Company”and a“Foreign Private Issuer”under applicable U.S.federal securities laws and are,therefore,eligi

25、ble for reduced public company reportingrequirements.Please read“Implications of Being an Emerging Growth Company and a Foreign Private Issuer”beginning on page 13 for more information.Our operations are primarily located in Hong Kong,a Special Administrative Region of the Peoples Republic of China(

26、“China”or the“PRC”),and therefore,we may be subject to uniquerisks due to uncertainty of the interpretation and the application of PRC laws and regulations.As of the date of this prospectus,we are not subject to the PRC governments direct influence ordiscretion over the manner in which we conduct ou

27、r business activities outside of the PRC.However,due to long-arm provisions under the current PRC laws and regulations,there remainsregulatory uncertainty with respect to the implementation and interpretation of laws in China.We are also subject to the risks of uncertainty about any future actions o

28、f the PRC government orauthorities in Hong Kong in this regard.Should the PRC government choose to exercise significant oversight and discretion over the conduct of our business,they may intervene in or influence our operations.Such governmentalactions:could result in a material change in our operat

29、ions and/or the value of our securities;could significantly limit or completely hinder our ability to continue our operations;could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors;and may cause the value of our securities to significantl

30、y decline or be worthless.We are aware that recently,the PRC government has initiated a series of regulatory actions and new policies to regulate business operations in certain areas in China with little advancenotice,including cracking down on illegal activities in the securities market,enhancing s

31、upervision over China-based companies listed overseas using a variable interest entity(“VIE”)structure,adopting new measures to extend the scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.Since these statements and regulatory actions are new,it is highly uncertai

32、n how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations andinterpretations will be modified or promulgated,if any.It is also highly uncertain what the potential impact such modified or new laws and re

33、gulations will have on OneC Engineerings dailybusiness operation,its ability to accept foreign investments and the listing of our Ordinary Shares on U.S.or other foreign exchanges.The PRC government may intervene or influence ouroperations at any time and may exert more control over offerings conduc

34、ted overseas and foreign investment in Hong Kong-based issuers.The PRC government may also intervene or imposerestrictions on our ability to move out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong.Furthermore,PRC regulatory authorities mayin

35、 the future promulgate laws,regulations or implementing rules that require our company or any of our subsidiaries to obtain regulatory approval from PRC authorities before this offering.These actions could result in a material change in our operations and could significantly limit or completely hind

36、er our ability to complete this offering or cause the value of our Ordinary Sharesto significantly decline or become worthless.See“Prospectus Summary Recent Regulatory Development in the PRC”beginning on page 9.As of the date of this prospectus,our operations in Hong Kong and our registered public o

37、ffering in the United States are not subject to the review nor prior approval of the CyberspaceAdministration of China(the“CAC”)nor the China Securities Regulatory Commission(the“CSRC”).Uncertainties still exist,however,due to the possibility that laws,regulations,or policiesin the PRC could change

38、rapidly in the future.In the event that(i)the PRC government expanded the categories of industries and companies whose foreign securities offerings are subject toreview by the CSRC or the CAC and that we are required to obtain such permissions or approvals,or(ii)we inadvertently concluded that relev

39、ant permissions or approvals were not required orthat we did not receive or maintain relevant permissions or approvals required,any action taken by the PRC government could significantly limit or completely hinder our operations in HongKong and our ability to offer or continue to offer our Ordinary

40、Shares to investors and could cause the value of such securities to significantly decline or be worthless and even delisting of ourOrdinary Shares.The delisting of our Ordinary Shares,or the threat of their being delisted,may materially and adversely affect the value of your investment in the future

41、.Furthermore,as more stringent criteria,including the Holding Foreign Companies Accountable Act(the“HFCA Act”),have been imposed by the SEC and the Public Company AccountingOversight Board(“PCAOB”),recently,our Ordinary Shares may be prohibited from trading if our auditor cannot be fully inspected.O

42、ur auditor,Audit Alliance LLP,the independent registeredpublic accounting firm headquartered in Singapore that issues the audit report included in this prospectus,as an auditor of companies that are traded publicly in the United States and a firmregistered with the PCAOB,is subject to laws in the Un

43、ited States pursuant to which the PCAOB conducts regular inspections to assess Audit Alliance LLPs compliance with applicableprofessional standards.On August 26,2022,CSRC,the Ministry of Finance of the PRC(the“MOF”),and the PCAOB signed a Statement of Protocol(the“Protocol”),governing inspectionsand

44、 investigations of audit firms based in China and Hong Kong.The Protocol remains unpublished and is subject to further explanation and implementation.Pursuant to the fact sheet withrespect to the Protocol disclosed by the SEC,the PCAOB shall have independent discretion to select any issuer audits fo

45、r inspection or investigation and has the unfettered ability to transferinformation to the SEC.On December 15,2022,the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firmsheadquartered in mainland China and Hong Kong a

46、nd voted to vacate its previous determinations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate thePCAOBs access in the future,the PCAOB Board will consider the need to issue a new determination.On December 29,2022,the Accelerating Holding Foreign Companies Acc

47、ountable Act,orthe Accelerating HFCA Act,was signed into law,which amended the HFCA Act by requiring the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor isnot subject to PCAOB inspections for two consecutive years instead of three.On December 29,2022,legi

48、slation titled“Consolidated Appropriations Act,2023”(the“ConsolidatedAppropriations Act”),was signed into law by President Biden.The Consolidated Appropriations Act contained,among other things,an identical provision to Accelerating HFCA Act,whichreduces the number of consecutive non-inspection year

49、s required for triggering the prohibitions under the HFCA Act from three years to two.We cannot assure you whether Nasdaq or otherregulatory authorities will apply additional or more stringent criteria to us.Such uncertainty could cause the market price of our Ordinary Shares to be materially and ad

50、versely affected.Our management monitors the cash position of our operating subsidiary regularly and prepares budgets on a monthly basis to ensure it has the necessary funds to fulfill its obligations forthe foreseeable future and to ensure adequate liquidity.In the event that there is a need for ca

51、sh or a potential liquidity issue,it will be reported to our chief financial officer and subject toapproval by our board of directors.For ONEG to transfer cash to its subsidiaries,ONEG is permitted under the laws of the Cayman Islands to provide funding to our subsidiaries incorporated in the BVI an

52、d Hong Kongthrough loans or capital contributions,provided such funding is in the best interests of ONEG.ONEGs subsidiary formed under the laws of the BVI is permitted under the laws of the BVI toprovide funding to our Hong Kong operating subsidiary OneC Engineering subject to certain restrictions l

53、aid down in the BVI Business Companies Act and memorandum and articles ofassociation of ONEGs subsidiary incorporated under the laws of the BVI.As a holding company,ONEG may rely on dividends and other distributions on equity paid by its subsidiaries for itscash and financing requirements.According

54、to the BVI Business Companies Act,a BVI company may make dividends distribution to the extent that immediately after the distribution,the valueof the companys assets exceeds its liabilities and that such company is able to pay its debts as they fall due.According to the Companies Ordinance of Hong K

55、ong,a Hong Kong company mayonly make a distribution out of profits available for distribution.If any of ONEGs subsidiaries incur debt on its own behalf in the future,the instruments governing such debt may restrict theirability to pay dividends to ONEG.During the six months ended September 30,2024 a

56、nd up to the date of this prospectus,ONEG did not declare or pay any dividends.We do not have anycurrent intentions to distribute further earnings.If we determine to pay dividends on any of our Ordinary Shares in the future,as a holding company,we will be dependent on receipt of fundsfrom our Hong K

57、ong operating subsidiary OneC Engineering by way of dividend payments.See“Dividend Policy,”and“Consolidated Statements of Change in Shareholders Equity in theReport of Independent Registered Public Accounting Firm”for further details.Neither the U.S.Securities and Exchange Commission nor any state s

58、ecurities commission nor any other regulatory body has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.The date of this prospectus is ,2025.TABLE OF CONTENTS PageAbout this Prospectus iiProsp

59、ectus Summary 1The Offering 15Special Note Regarding Forward-Looking Statements 16Risk Factors 17Enforcement of Civil Liabilities 37Use of Proceeds 38Dividend Policy 39Capitalization 40Corporate History and Structure 41Managements Discussion and Analysis of Financial Condition and Results of Operati

60、ons 42Business 55Regulations 72Principal Shareholders 80Management 81Related Party Transactions 85Selling Shareholders 86Plan of Distribution 88Description of Share Capital 91Material Income Tax Considerations 102Expenses Related to this Offering 109Legal Matters 109Experts 109Where You Can Find Add

61、itional Information 110Index to Consolidated Financial Statements F-1 You should rely only on the information provided in this prospectus and any applicable prospectus supplement.Neither we nor the Selling Shareholders have authorized anyone to provideyou with different information.Neither we nor th

62、e Selling Shareholders are making an offer of these securities in any jurisdiction where the offer is not permitted.You should not assume thatthe information in this prospectus and any applicable prospectus supplement is accurate as of any date other than the date of the applicable document.Since th

63、e respective dates of thisprospectus,our business,financial condition,results of operations,and prospects may have changed.i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form F-1 that we file with the SEC using a continuous offering process.Under this continuous offer

64、ing process,the SellingShareholders may,from time to time,offer and sell up to an aggregate of 2,250,000 Ordinary Share as described in the section titled“Plan of Distribution.”You should read this prospectus,exhibits filed as part of the registration statement,and the information and documents inco

65、rporated by reference carefully.Such documents containimportant information you should consider when making your investment decision.See“Where You Can Find Additional Information”in this prospectus.You should rely only on the information provided in this prospectus,exhibits filed as part of the regi

66、stration statement,or documents incorporated by reference into this prospectus.We havenot authorized anyone to provide you with different information.This prospectus covers offers and sales of our Ordinary Shares only in jurisdictions in which such offers and sales arepermitted.The information conta

67、ined in this prospectus is accurate only as of the date of this prospectus,regardless of the time of delivery of this prospectus or of any sale of our OrdinaryShares.You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front co

68、ver of this prospectus,or that the informationcontained in any document incorporated by reference is accurate as of any date other than the date of the document incorporated by reference,regardless of the time of delivery of thisprospectus or any sale of a security.This prospectus may be supplemente

69、d from time to time to add,update,or change information in this prospectus.Any statement contained in this prospectus will be deemed to be modifiedor superseded for purposes of this prospectus to the extent that a statement contained in a prospectus supplement modifies or supersedes such statement.A

70、ny statement so modified will bedeemed to constitute a part of this prospectus only as so modified,and any statement so superseded will be deemed not to constitute a part of this prospectus.CONVENTIONS THAT APPLY TO THIS PROSPECTUS Unless otherwise indicated or the context otherwise requires,all ref

71、erences in this prospectus to:“Articles”or“Articles of Association”are to the amended and restated articles of association of our Company as adopted by a special resolution of our Company passed on December30,2024 and as amended,supplemented and/or otherwise modified from time to time;“BVI”are to th

72、e British Virgin Islands;“BVI Companies Act”are to the BVI Business Companies Act,Revised Edition 2020(as amended),as amended from time to time;“OneC Development”are to OneConstruction Development Limited,a company incorporated under the laws of BVI and a wholly owned subsidiary of OneC Group;“Compa

73、nies Act”are to the Companies Act(Revised)of the Cayman Islands,as amended,supplemented or otherwise modified from time to time;“Company,”“we,”“us,”“our,”“OneC Group”or“ONEG”are to OneConstruction Group Limited,an exempted company incorporated in the Cayman Islands with limited liability onJune 14,2

74、024,that issued the Ordinary Shares being offered;“Controlling Shareholder”are to the ultimate beneficial owner of the Company,Ms.He Yun.See“Management”and“Principal Shareholders”for more information;“COVID-19”are to the Coronavirus Disease 2019;“Exchange Act”are to the U.S.Securities Exchange Act o

75、f 1934,as amended;“HKD”or“HK$”are to Hong Kong dollar(s),the lawful currency of Hong Kong;“Hong Kong”are to Hong Kong Special Administrative Region of the Peoples Republic of China;“IPO”are to an initial public offering of securities;“Macau”are to the Macau Special Administrative Region of the Peopl

76、es Republic of China;“Memorandum”or“Memorandum of Association”are to the amended and restated memorandum of association of our Company as adopted by a special resolution of our Companypassed on December 30,2024 and as amended,supplemented and/or otherwise modified from time to time;ii “Nasdaq”are to

77、 Nasdaq Stock Market LLC;“Ordinary Shares”are to our ordinary shares,par value$0.0001 per ordinary share;“PCAOB”are to Public Company Accounting Oversight Board;“PRC”or“China”are to the Peoples Republic of China including Hong Kong and Macau and,excluding,for the purpose of this prospectus,Taiwan;“O

78、neC Engineering”are to OneConstruction Engineering Projects Limited,a company incorporated under the laws of Hong Kong with limited liability,an indirect wholly ownedsubsidiary of ONEG and our operating subsidiary conducting business operations in Hong Kong;“OneC Services”are to OneConstruction Serv

79、ices Limited,a company incorporated under the laws of Hong Kong with limited liability and an indirect wholly owned subsidiary ofOneC Group;“Rich Plenty”are to our Controlling Shareholder,Rich Plenty Limited,a BVI holding company 100%owned by Ms.He Yun;“Regulation FD”refers to the U.S.Securities and

80、 Exchange Commissions(SEC)Rule 100 of Regulation Fair Disclosure,adopted in 2000.“SEC”or“Securities and Exchange Commission”are the United States Securities and Exchange Commission;“Securities Act”are to the U.S.Securities Act of 1933,as amended;“Selling Shareholders”are to Treasure First Holdings L

81、imited,Premium Quest Enterprises Limited,Infinite Apex Group Limited,Elite Ultima Investment Limited and Hongqin Zhao;“U.S.dollars”or“$”or“USD”or“dollars”are to United States dollar(s),the lawful currency of the United States.We have made rounding adjustments to some of the figures included in this

82、prospectus.Accordingly,numerical figures shown as totals in some tables may not be an arithmetic aggregationof the figures that preceded them.ONEG is a holding company with operations conducted in Hong Kong through its operating subsidiary in Hong Kong,OneC Engineering.OneC Engineerings reporting cu

83、rrency is HongKong dollars.This prospectus contains translations of Hong Kong dollars into U.S.dollars solely for the convenience of the reader.Unless otherwise noted,all translations from Hong Kongdollars to U.S.dollars and from U.S.dollars to Hong Kong dollars in this prospectus were calculated at

84、 the noon buying rate of US$1=HK$7.8,The assets and liabilities of the Company aretranslated into U.S.dollars from Hong Kong dollars at the year-end exchange rate.Its revenues and expenses are translated at the average exchange rate during the year.The year-end and year-average exchange rates are as

85、 follows:As of September 30,Average for the six months endedSeptember 30,2024 2023 2024 2023 U.S.Dollar:Hong Kong dollars 7.7190 7.7755 7.8200 7.8384 We make no representation that the HKD or U.S.dollar amounts referred to in this prospectus could have been or could be converted into U.S.dollars or

86、HKD,as the case may be,at anyparticular rate or at all.ONEGs fiscal year ends on March 31.iii PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus.This summary does not contain all the information that you should consider before deciding toinvest in

87、our ordinary shares.You should read the entire prospectus,including the information incorporated by reference herein,carefully,including the section titled“Risk Factors”included in this prospectus and our consolidated financial statements and related notes incorporated by reference herein before mak

88、ing an investment decision.Unless the context otherwiserequires,all references to“ONEG,”“we,”“us,”“our,”the“Company,”and similar designations refer to OneConstruction Group Limited,an exempted Cayman Islands company.Overview We,through the operating subsidiary,are a structural steelwork contractor i

89、n Hong Kong,specializing in the procurement and installation of structural steel for construction projects inHong Kong.Since our establishment in 2021,the operating subsidiary has been undertaking structural steelwork projects in the role of subcontractor and has conducted all of our businessactivit

90、ies in Hong Kong,where all of our clients and suppliers are located.Structural steelwork refers to the installation and formation of steel structures,typically serving as the backbone of commercial and residential buildings and infrastructure during theinitial stage of a construction project.Essenti

91、ally,structural steelwork involves columns and beams that are riveted,bolted or welded together.As a structural steelwork contractor,theoperating subsidiary will supply,cut,bend,weld and assemble structural steel frames,trusses and other components into structures in accordance with the specificatio

92、ns provided in thebuilding plans and designs provided by the general contractors that engage it.Typically,the operating subsidiarys major responsibilities in a construction project include(i)performing sitepreparatory and preliminary work;(ii)developing detailed work schedules and work allocation pl

93、ans;(iii)implementing construction site work;and(iv)conducting site safety supervisionand quality control.As a subcontractor,the direct clients of the operating subsidiary are mostly the registered general building contractors under the Buildings Ordinance(Chapter 123 of the Laws of HongKong)(“BO”),

94、of various types of building and infrastructure projects in Hong Kong.The operating subsidiary principally provides structural steelwork services as a subcontractor for both(i)public sector projects,including infrastructure,public facilities and public residential developments,and(ii)private sector

95、projects,which are mostly private commercial,residential andindustrial developments.Public sector projects refer to projects in which the general contractors are employed by public authorities,while private sector projects refer to projects that are notpublic sector projects.For the six months ended

96、 September 30,2024,the majority of our revenue was derived from public sector projects.During the six months ended September 30,2024 our operating subsidiary completed one projects,and we recorded revenue of$28,736,000.As of September 30,2024,we had 12active and ongoing construction projects,which a

97、re expected to be completed between 2025 and 2026.The operating subsidiary mainly focuses on the role of project management andcarries out the site work by recruiting and supervising contract workers for most projects and will often subcontract part of the work to third-party subcontractors if the p

98、roject work exceedsthe capacity of the operating subsidiary.In such instances,subcontractors are selected based on their quality of services,qualifications,skills and techniques,prevailing market price,deliverytime,reputation and availability of resources to accommodate the operating subsidiarys req

99、uirements.For the six months ended September 30,2024,the percentage of our total purchasesfrom our largest subcontractor amounted to approximately 22%of our total purchases,while the percentage of our purchases from all of our subcontractors combined amounted toapproximately 23%of our total purchase

100、s.1 Competitive Strengths We believe the following competitive strengths differentiate us from our competitors:One of the top service providers in the Hong Kong structural steelwork industry with an established reputation and proven track record;Visionary and experienced management team with strong

101、technical and operational expertise;Tailored solutions in structural steelwork service for clients;and Effective and stringent quality control systems in place.Our Strategies We intend to pursue the following strategies to further expand our business:Increase our market share;Improve our financial m

102、anagement to ensure optimal finance costs and capital sufficiency;and Expand our workforce.Corporate Information Our principal executive office is located at Room 6808A,68/F,Central Plaza,18 Habor Road,Wanchai,Hong Kong.Our telephone number is+852 2123 8400.Our registered office inthe Cayman Islands

103、 is located at the office of Harneys Fiduciary(Cayman)Limited,4th Floor,Harbor Place,103 South Church Street,P.O.Box 10240,Grand Cayman KY1-1002,CaymanIslands.Our agent for service of process in the United States is Cogency Global Inc.,located at 122 East 42nd Street,18th Floor,New York,NY 10168.Inf

104、ormation contained on,or that can beaccessed through,our website is not a part of,and shall not be incorporated by reference into,this prospectus.Corporate History and Structure OneC Development,our wholly-owned subsidiary and a company incorporated under the laws of the BVI in April 2021,is the sol

105、e shareholder of our principal subsidiaries,namely,OneC Engineering and OneC Services.We were incorporated under the laws of Cayman Islands on June 14,2024 with Rich Plenty being our sole shareholder.Rich Plenty transferred 100%of its share in OneC Developmentto us on June 28,2024.As a result,we bec

106、ame the holding company of OneC Development and its subsidiaries.Since OneC Development and its subsidiaries(namely,OneC Engineeringand OneC Services)have been under the common control of the same controlling shareholder,Rich Plenty,both before and after the reorganization,the consolidation of the O

107、neC Group andits subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presentedin the accompanying consolidated financial statements.On July 19,2024,Rich Plenty sold an aggr

108、egate of 2,250,000 of our issued share capital to five investors,Premium Quest Enterprises Limited,Elite Ultima Investment Limited,InfiniteApex Group Limited,Treasure First Holdings Limited and Hongqin Zhao,for an aggregate consideration of$935,907.2 As of the date of this prospectus,the Company had

109、 completed its initial public offering on the National Association of Securities Dealers Automated Quotations(“Nasdaq”).In thisoffering,1,750,000 Ordinary Shares were issued at a price of US$4.00 per share.As of the date of this prospectus,our Controlling Shareholder owns 69.23%of our issued share c

110、apital andour remaining share capital is held as to 3.08%by Premium Quest Enterprises Limited;as to 3.08%by Elite Ultima Investment Limited;as to 3.45%by Infinite Apex Group Limited;as to3.85%by Treasure First Holdings Limited;as to 3.85%by Hongqin Zhao and as to 13.46%by public shareholders.Upon co

111、mpletion of this offering,our Controlling Shareholder shall own 69.23%of our issued share capital and public shareholders shall own 30.77%of our issued share capital.3 The following table sets forth the breakdown of equity ownership of the Company at the time of this prospectus:Shareholders Number o

112、fOrdinaryShares Owned Percentage ofOrdinaryShares Owned RICH PLENTY LIMITED 9,000,000 69.23%PUBLIC SHAREHOLDERS 1,750,000 13.46%Other shareholders 2,250,000 17.31%The following table sets forth the breakdown of equity ownership of the Company after the offering of this prospectus:Shareholders Number

113、 ofOrdinaryShares Owned Percentage ofOrdinaryShares Owned RICH PLENTY LIMITED 9,000,000 69.23%PUBLIC SHAREHOLDERS 4,000,000 30.77%We are a“controlled company”as defined under the Nasdaq Stock Market Rules because,immediately after the completion of this offering,our Controlling Shareholder will own9

114、,000,000 of our total issued and outstanding Ordinary Shares,representing approximately 69.23%of the total voting power.Holding Company Structure ONEG is a holding company incorporated in the Cayman Islands with no material operations of its own,and we conduct our operations primarily in Hong Kong t

115、hrough our operatingsubsidiary OneC Engineering.This is an offering of the Ordinary Shares of ONEG,the holding company incorporated in the Cayman Islands,instead of the shares of the operatingsubsidiary.Investors in this offering will not directly hold any equity interests in the operating subsidiar

116、y.As a result of our corporate structure,ONEGs ability to pay dividends may depend upon dividends paid by our operating subsidiary.If our existing operating subsidiary or any newlyformed ones incur debt on their own behalf in the future,the instruments governing their debt may restrict their ability

117、 to pay dividends to us.4 Transfers of Cash To and From Our Subsidiaries Our management monitors the cash position of our operating subsidiary,OneC Engineering,regularly and prepares budgets on a monthly basis to ensure it has the necessary funds tofulfill its obligations for the foreseeable future

118、and to ensure adequate liquidity.In the event that there is a need for cash or a potential liquidity issue,it will be reported to our Chief FinancialOfficer and subject to approval by our board of directors.The ability of ONEG to transfer cash to its subsidiaries is subject to the following:ONEG is

119、permitted under the laws of the Cayman Islands to provide funding to our subsidiariesincorporated in the BVI and Hong Kong through loans or capital contributions,provided such funding is in the best interests of ONEG.ONEGs subsidiary formed under the laws of the BVIis permitted under the laws of the

120、 BVI to provide funding to our Hong Kong operating subsidiary OneC Engineering,subject to certain restrictions laid down in the BVI Companies Act andmemorandum and articles of association of ONEGs subsidiary incorporated under the laws of the BVI.The ability of OneC Development,the direct subsidiary

121、 of ONEG,to transfer cash to ONEG is subject to the BVI Companies Act,pursuant to which OneC Development may makedividends distribution only to the extent that immediately after the distribution the value of the Companys assets exceeds its liabilities and that the company is able to pay its debts as

122、 theyfall due.The ability of OneC Engineering to transfer cash to ONEG is subject to the Companies Ordinance of Hong Kong,according to which OneC Engineering may only make a distributionout of profits available for distribution.Other than the above,we did not adopt or maintain any cash management po

123、licies and procedures as of the date of this prospectus.For the six months ended September 30,2024 and up to the date of this prospectus,ONEG did not declare or pay any dividends.If we determine to pay dividends on any of our Ordinary Shares in the future,as a holding company,we will be dependent on

124、 receipt of funds from our subsidiaries by way of dividendpayments.ONEG is permitted under the laws of Cayman Islands and its memorandum and articles of association(as amended from time to time)to provide funding to its subsidiariesthrough loans or capital contributions,provided such funding is in t

125、he best interests of ONEG.OneC Engineering is permitted under the laws of Hong Kong to provide funding to ONEGthrough dividend distributions.We currently intend to retain all available funds and future earnings,if any,for the operation and expansion of our business and do not anticipate declaring or

126、 paying any dividends in theforeseeable future.Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition,results ofoperations,capital requirements,contractual requirements,business prospects and other fa

127、ctors the board of directors deems relevant,and subject to the restrictions contained in any futurefinancing instruments.There are no statutory prohibitions in the Cayman Islands on the granting of financial assistance by a company to another person for the purchase of,or subscription for,its own,it

128、sholding companys or a subsidiarys shares.Therefore,a company may provide financial assistance provided the directors of the company,when proposing to grant such financial assistance,discharge their duties of care and act in good faith,for a proper purpose and in the interests of the company.Such as

129、sistance should be on an arms-length basis.Subject to the Companies Actand our Memorandum and Articles of Association,our Company in general meeting may declare dividends in any currency but no dividend shall be declared in excess of the amountrecommended by our board of directors.Under Cayman Islan

130、ds law,a Cayman Islands company may pay a dividend out of either profit or share premium account,provided that in nocircumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business.The Cayman Islands does notim

131、pose a withholding tax on payments of dividends to shareholders in the Cayman Islands.According to the BVI Business Companies Act,a BVI company may make dividends distribution to the extent that immediately after the distribution,the value of the companys assetsexceeds its liabilities and that such

132、company is able to pay its debts as they fall due.Under Hong Kong law,dividends could only be paid out of distributable profits(that is,accumulated realized profits,so far as not previously utilized by distribution or capitalization,less accumulated realized losses,so far as not previously written o

133、ff in a reduction or reorganization of capita),as permitted under Hong Kong law.Dividends cannot be paid out of sharecapital.There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of Hong Kong dollar into foreign currencies and the remittance of currencies out

134、ofHong Kong,nor there is any restriction on foreign exchange to transfer cash between ONEG and its subsidiaries,across borders and to U.S.investors,nor there is any restrictions andlimitations to distribute earnings from our business and subsidiaries,to ONEG and U.S.investors and amounts owed.Under

135、the current practice of the Inland Revenue Department of HongKong,no tax is payable in Hong Kong in respect to dividends paid by us.The Initial Public Offering On January 2,2025,the Company completed its initial public offering on the Nasdaq.In this offering,1,750,000 Ordinary Shares were issued at

136、a price of US$4.00 per share.The grossproceeds received by the Company from the initial public offering totaled US$7 million.The initial public offering closed on January 2,2025 and the Ordinary Shares began trading onDecember 31,2024 on The Nasdaq Capital Market under the ticker symbol“ONEG.”5 Enfo

137、rceability of Civil Liabilities We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability.Substantially all of our assets are located outside the United States.In addition,all of our directors and officers are nationals or residents of jurisdictions other

138、 than the United States and all or a substantial portion of their assets are located outside the United States.As aresult,it may be difficult for investors to effect service of process within the United States upon us or these persons or to enforce judgments obtained in U.S.courts against us or them

139、,including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.It may also be difficult for you to enforcejudgments obtained in U.S.courts based on the civil liability provisions of the U.S.federal securities laws aga

140、inst us and our officers and directors.We have appointed Cogency Global Inc.as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.Harney Westwood&Riegels,our counsel as to Cayman Islands law,has advised us that there is uncertain

141、ty as to whether the courts of the Cayman Islands would:(i)recognize orenforce judgments of U.S.courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or thesecurities laws of any state in th

142、e United States,or(ii)entertain original actions brought in the Cayman Islands against us or our directors or officers that are predicated upon the federalsecurities laws of the United States or the securities laws of any state in the United States.We have been advised by Harney Westwood&Riegels tha

143、t although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of theUnited States(and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments),the Grand Court of the Cayman Islands wi

144、ll atcommon law enforce final and conclusive in personam judgments of state and/or federal courts of the United States of America(the“Foreign Court”)of a debt or definite sum of moneyagainst the Company(other than a sum of money payable in respect of taxes or other charges of a like nature,a fine or

145、 other penalty(which may include a multiple damages judgment in ananti-trust action)or where enforcement would be contrary to public policy).The Grand Court of the Cayman Islands will also at common law enforce final and conclusive in personamjudgments of the Foreign Court that are non-monetary agai

146、nst the Company,for example,declaratory judgments ruling upon the true legal owner of shares in a Cayman Islands company.The Grand Court of the Cayman Islands will exercise its discretion in the enforcement of non-money judgments by having regard to the circumstances,such as considering whether thep

147、rinciples of comity apply.To be treated as final and conclusive,any relevant judgment must be regarded as res judicata by the Foreign Court.A debt claim on a foreign judgment must bebrought within six years of the date of the judgment,and arrears of interest on a judgment debt cannot be recovered af

148、ter six years from the date on which the interest was due.The courts ofthe Cayman Islands are unlikely to enforce a judgment obtained from the Foreign Court under civil liability provisions of U.S.federal securities law if such a judgment is found by the courtsof the Cayman Islands to give rise to o

149、bligations to make payments that are penal or punitive in nature.Such a determination has not yet been made by the Grand Court of the CaymanIslands.A court of the Cayman Islands may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.A judgment entered in default of ap

150、pearance by a defendantwho has had notice of the Foreign Courts intention to proceed may be final and conclusive,notwithstanding that the Foreign Court has the power to set aside its own judgment and despitethe fact that it may be subject to an appeal of the time-limit which has not yet expired.The

151、Grand Court of the Cayman Islands may safeguard the defendants rights by granting a stay ofexecution pending any such appeal and may also grant interim injunctive relief as appropriate for the purpose of enforcement.Substantially all of our assets are located outside the United States.In addition,al

152、l of our directors and officers are nationals or residents of jurisdictions other than the United States andall or a substantial portion of their assets are located outside the United States.As a result,it may be difficult for investors to effect service of process within the United States upon us o

153、rthese persons.Name Position Nationality ResidenceMr.Kam Cheung Cheung Executive Director Chinese Hong KongMr.Ka Chun Gordon Li General Manager Chinese Hong KongMr.Hau Wai Tsang Chief Financial Officer Chinese Hong KongMr.Man Kit Chan Independent Director Chinese Hong KongMr.Hok Yu Law Independent D

154、irector Chinese Hong KongMr.Wai Yan Chan Independent Director Chinese Hong Kong Haldanes,our counsel as to the laws of Hong Kong,has advised us that there is uncertainty as to whether the courts of Hong Kong would(i)recognize or enforce judgments of U.S.courts obtained against us or our directors or

155、 officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States,or(ii)entertainoriginal actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in

156、 the United States.6 A judgment of a court in the United States predicated upon U.S.federal or state securities laws may be enforced in Hong Kong at common law by bringing an action in a Hong Kongcourt on that judgment for the amount due thereunder,provided that the foreign judgment,among other thin

157、gs,is(1)for a debt or a definite sum of money(not being taxes or similar chargesto a foreign government taxing authority or a fine or other penalty),and(2)final and conclusive on the merits of the claim,but not otherwise.Such a judgment may not,in any event,be soenforced in Hong Kong if(a)it was obt

158、ained by fraud,(b)the proceedings in which the judgment was obtained were opposed to natural justice,(c)its enforcement or recognition would becontrary to the public policy of Hong Kong,(d)the court of the United States was not jurisdictionally competent,or(e)the judgment was in conflict with a prio

159、r Hong Kong judgment.Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States.As a result,there is uncertainty as to the enforceability in Hong Kong,in originalactions or in actions for enforcement,of judgments of U.S.courts of civil liabilities predicated sole

160、ly upon the federal securities laws of the United States or the securities laws of any state orterritory within the United States.Summary of Key Risks Our business is subject to a number of risks,including risks that may prevent us from achieving our business objectives or may materially and adverse

161、ly affect our business,financialcondition,results of operations,cash flows,and prospects that you should consider before making a decision to invest in our Ordinary Shares.These risks are discussed more fully in“RiskFactors.”These risks include,but are not limited to,the following:Risks Relating to

162、Doing Business in Hong Kong Our operations are in Hong Kong,a special administrative region of the PRC.According to the long-arm provisions under the current PRC laws and regulations,the PRCgovernment may exercise significant oversight and discretion over the conduct of our business and may interven

163、e in or influence our operations at any time,which could result in amaterial change in our operations and/or the value of our Ordinary Shares.The PRC government may intervene or impose restrictions on our ability to move money out of HongKong to distribute earnings and pay dividends or to reinvest i

164、n our business outside of Hong Kong.Changes in the policies,regulations,rules,and the enforcement of laws of thePRC government may also be quick with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.See“RiskFactors Risk

165、s Relating to Doing Business in Hong Kong Our operations are in Hong Kong,a special administrative region of the PRC.According to the long-arm provisionsunder the current PRC laws and regulations,the PRC government may exercise significant oversight and discretion over the conduct of our business an

166、d may intervene in orinfluence our operations at any time,which could result in a material change in our operations and/or the value of our Ordinary Shares.The PRC government may intervene orimpose restrictions on our ability to move money out of Hong Kong to distribute earnings and pay dividends or

167、 to reinvest in our business outside of Hong Kong.Changes in thepolicies,regulations,rules,and the enforcement of laws of the PRC government may also be quick with little advance notice and our assertions and beliefs of the risk imposed bythe PRC legal and regulatory system cannot be certain”on page

168、 17 of this prospectus.If the PRC government chooses to exert more oversight over offerings that are conducted overseas and/or foreign investment in China-based issuers,such action may significantlylimit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and

169、cause the value of our Ordinary Shares to significantly decline or be worthless.See“Risk Factors Risks Relating to Doing Business in Hong Kong If the PRC government chooses to exert more oversight and control over offerings that are conductedoverseas and/or foreign investment in China-based issuers,

170、such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares toinvestors and cause the value of our Ordinary Shares to significantly decline or be worthless”on page 18 of this prospectus.Risks Related to Our Corporate Structure We rely on dividen

171、ds and other distributions on equity paid by our subsidiaries to fund our cash and financing requirements,and any limitation on the ability of our subsidiaries tomake payments to us could have a material adverse effect on our ability to conduct our business.See“Risk Factors Risks Related to Our Corp

172、orate Structure We rely ondividends and other distributions on equity paid by our subsidiaries to fund our cash and financing requirements,and any limitation on the ability of our subsidiaries to makepayments to us could have a material adverse effect on our ability to conduct our business”on page 2

173、6 of this prospectus.7 Risks Related to Our Business and Industry The majority of our revenue has been generated from projects awarded by our major clients.Any significant decrease in the number of projects from such clients could materiallyand adversely impact our financial performance.See“Risk Fac

174、tors Risks Related to Our Business and Industry The majority of our revenue has been generated from projectsawarded by our major clients.Any significant decrease in the number of projects from such clients could materially and adversely impact our financial performance”on page 30 ofthis prospectus.A

175、n unexpected reduction or termination of public and private sector projects in Hong Kong could adversely impact our revenue and operational results.See“Risk Factors RisksRelated to Our Business and Industry An unexpected reduction or termination of public and private sector projects in Hong Kong cou

176、ld adversely impact our revenue andoperational results”on page 30 of this prospectus.Delay in the commencement and progress of public projects,which may be caused by factors such as political disagreements in relation to such projects,delay in approval offunding proposals due to objections or legal

177、actions by the affected members of the public,and the occurrence of large-scale occupation activities may adversely affect the operatingsubsidiarys operations and our results of operation.See“Risk Factors Risks Related to Our Business and Industry Delay in the commencement and progress of publicproj

178、ects,which may be caused by factors such as political disagreements in relation to such projects,delay in approval of funding proposals due to objections or legal actions by theaffected members of the public,and the occurrence of large-scale occupation activities may adversely affect the operating s

179、ubsidiarys operations and our results of operation”onpage 32 of this prospectus.Our insurance coverage may be inadequate to protect us from potential losses.See“Risk Factors Risks Related to Our Business and Industry Our insurance coverage may beinadequate to protect us from potential losses”on page

180、 34 of this prospectus.Risks Related to This Offering and Our Ordinary Shares As of the date of this prospectus,we have issued 13,000,000 ordinary shares that we have sold in private and public financings.Shareholders may experience significant dilution asa result of those financings and potential f

181、uture financings that we may effect.See“Risk Factors Risks Related to This Offering and Our Ordinary Shares As of the date of thisprospectus,we have issued 13,000,000 ordinary shares that we have sold in private and public financings.Shareholders may experience significant dilution as a result of th

182、osefinancings and potential future financings that we may effect”on page 35 of this prospectus.Future issuances or sales,or the potential for future issuances or sales,of our ordinary shares may cause the trading price of our ordinary shares to decline and could impair ourability to raise capital th

183、rough subsequent equity offerings.See“Risk Factors Risks Related to This Offering and Our Ordinary Shares Future issuances or sales,or thepotential for future issuances or sales,of our ordinary shares may cause the trading price of our ordinary shares to decline and could impair our ability to raise

184、 capital throughsubsequent equity offerings”on page 35 of this prospectus.An active trading market for our ordinary shares may not be sustained.See“Risk Factors Risks Related to This Offering and Our Ordinary Shares An active trading market forour ordinary shares may not be sustained”on page 36 of t

185、his prospectus.Our share price may be subject to substantial volatility,and shareholders may lose all or a substantial part of their investment.See“Risk Factors Risks Related to This Offeringand Our Ordinary Shares Our share price may be subject to substantial volatility,and shareholders may lose al

186、l or a substantial part of their investment”on page 36 of thisprospectus.Because we do not anticipate paying any cash dividends on our ordinary shares in the foreseeable future,capital appreciation,if any,will be your sole source of gain.See“RiskFactors Risks Related to This Offering and Our Ordinar

187、y Shares Because we do not anticipate paying any cash dividends on our ordinary shares in the foreseeable future,capital appreciation,if any,will be your sole source of gain”on page 36 of this prospectus.Nasdaq may delist our ordinary shares from its exchange which could limit your ability to make t

188、ransactions in our securities and subject us to additional trading restrictions.See“Risk Factors Risks Related to This Offering and Our Ordinary Shares Nasdaq may delist our ordinary shares from its exchange which could limit your ability to maketransactions in our securities and subject us to addit

189、ional trading restrictions”on page 36 of this prospectus.8 Recent Regulatory Developments in the PRC The PRC government recently initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice,includingcracking down on ille

190、gal activities in the securities market,enhancing supervision over China-based companies listed overseas using VIE structure,adopting new measures to extend thescope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.For example,on July 6,2021,the General Office of the C

191、ommunist Party of China CentralCommittee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of thecapital market,which,among other things,requires the relevant governmental author

192、ities to strengthen cross-border oversight of law enforcement and judicial cooperation,to enhancesupervision over China-based companies listed overseas,and to establish and improve the system of extraterritorial application of the PRC securities laws.Also,on July 10,2021,the CACissued a revised draf

193、t of the Measures for Cybersecurity Review for public comments(the“Revised Draft”),which required that,in addition to“operators of critical informationinfrastructure,”any“data processor”controlling personal information of no less than one million users that seeks to list in a foreign stock exchange

194、should also be subject to cybersecurityreview,and it further elaborated the factors to be considered when assessing the national security risks of the relevant activities.The Revised Draft remains unclear as to whether a Hong Kong company shall be subject to its provisions.We do not currently expect

195、 the Revised Draft to have an impact on ourbusiness,operations,or this offering,as we do not believe that OneC Engineering is deemed to be an“operator of critical information infrastructure”or a“data processor”controllingpersonal information of no less than one million users,which are required to fi

196、le for cybersecurity review before listing in the United States,because(i)OneC Engineering is incorporatedand operating in Hong Kong,and the Revised Draft remains unclear whether it shall be applied to a Hong Kong company;(ii)OneC Engineering operates without any subsidiary nor VIEstructure in mainl

197、and China;(iii)as of date of this prospectus,OneC Engineering has not collected any personal information of PRC individual clients;and(iv)as of the date of thisprospectus,OneC Engineering has not been informed by any PRC governmental authority of any requirement that it files for a cybersecurity rev

198、iew.However,there remains significantuncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations.If the Revised Draft is adopted into law in the future and if OneC Engineering isdeemed to be an“operator of critical information infrastructure”or a“data process

199、or”controlling personal information of no less than one million users,OneC Engineerings operation andthe listing of our Ordinary Shares in the United States could be subject to CACs cybersecurity review in the future.On December 28,2021,the CAC published the revised Cybersecurity Review Measures(“CR

200、M”),which further restates and expands the applicable scope of the cybersecurity review.The revised CRM took effect on February 15,2022,and replaced the Revised Draft issued on July 10,2021.Pursuant to the revised CRM,if a network platform operator holding personalinformation of over one million use

201、rs seeks for“foreign”listing,it must apply for the cybersecurity review.In addition,operators of critical information infrastructure purchasing networkproducts and services are also obligated to apply for the cybersecurity review for such purchasing activities.Although the CRM provides no further ex

202、planation on the extent of“networkplatform operator”and“foreign”listing,we do not believe we are obligated to apply for a cybersecurity review pursuant to the revised CRM,considering that(i)we are not in possession ofor otherwise holding personal information of over one million users,and it is also

203、very unlikely that we will reach such threshold in the near future;and(ii)as of the date of this prospectus,we have not received any notice or determination from applicable PRC governmental authorities identifying it as a critical information infrastructure operator.On February 17,2023,the CSRC rele

204、ased the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies,or the Trial Measures,which cameinto effect on March 31,2023.On the same date of the issuance of the Trial Measures,the CSRC circulated No.1 to No.5 Supporting Guidance Rules,the Notes on the Tri

205、al Measures,theNotice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and the relevant CSRC Answers to Reporter Questions on the official website of theCSRC,or collectively,the Guidance Rules and Notice.The Trial Measures,together with the Guidance Rules an

206、d Notice,reiterate the basic supervision principles as reflected in the DraftOverseas Listing Regulations by providing substantially the same requirements for filings of overseas offering and listing by domestic companies,yet made the following updates comparedto the Draft Overseas Listing Regulatio

207、ns:(a)further clarification of the circumstances prohibiting overseas issuance and listing;(b)further clarification of the standard of indirect overseaslisting under the principle of substance over form,and(c)adding more details of filing procedures and requirements by setting different filing requi

208、rements for different types of overseasoffering and listing.Pursuant to the Trial Measures,the Guidance Rules and Notice,domestic companies that seek to offer or list securities overseas,both directly and indirectly,shouldfulfill the filing procedure and report relevant information to the CSRC withi

209、n three working days following its submission of initial public offerings or listing application.9 As of the date of this prospectus,our registered public offering in the United States is not subject to the review or prior approval of the CAC nor the CSRC.We do not intend to seekapproval of this off

210、ering form the CAC or the CSRC.Uncertainties still exist,however,due to the possibility that laws,regulations,or policies in the PRC could change rapidly in the future.It is uncertain whether the PRC government will adopt additional requirements or extend the existing requirements to apply to our op

211、erating subsidiary located in Hong Kong.Any futureaction by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC could significantlylimit or completely hinder our ability to offer or continue to offer

212、securities to investors and could cause the value of such securities to significantly decline or be worthless.Since these statements and regulatory actions by the PRC government are newly published,their interpretation,application and enforcement to companies located in Hong Kong remainsunclear and

213、there also may subject to change from time to time as to the enactment,interpretation and implementation of other regulatory requirements related to overseas securities offeringsand other capital markets activities,;our ability to offer,or continue to offer,securities to investors would be potential

214、ly hindered and the value of our securities might significantly decline orbecome worthless,by existing or future laws and regulations relating to its business or industry or by intervene or interruption by PRC governmental authorities,if(i)we or our subsidiariesdo not receive or maintain such filing

215、s,permissions or approvals required by the PRC government,(ii)inadvertently conclude that such filings,permissions or approvals are not required,(iii)applicable laws,regulations,or interpretations change and we are required to obtain such filings,permissions or approvals in the future,or(iv)any inte

216、rvention or interruption is causedby PRC governmental with little or no advance notice.On September 6,2024,the National Development and Reform Commission(“NDRC”)and the Ministry of Commerce jointly issued the Special Administrative Measures for Entry ofForeign Investment(Negative List)(2024 Version)

217、(“Negative List”),which became effective on November 1,2024 and replaced the previous version.Pursuant to the Negative List,if aPRC company,which engages in any business where foreign investment is prohibited under the Negative List,or prohibited businesses seeks an overseas offering or listing,it m

218、ust obtainthe approval from competent governmental authorities.Because the Draft Overseas Listing Regulations are currently in draft form and given the novelty of the Negative List,there remainsubstantial uncertainties as to whether and what requirements,including filing requirements,will be imposed

219、 on a PRC company with respect to its listing and offerings overseas as well aswith the interpretation and implementation of existing and future regulations in this regard.Our operating subsidiary may collect and store certain data from our clients in Hong Kong,in connection with our business and op

220、erations.Given that(1)our operating subsidiary isincorporated and located in Hong Kong;(2)we have no subsidiary,VIE structure,nor any direct operations in mainland China;and(3)pursuant to the Basic Law,which is a national law ofthe PRC and the constitutional document for Hong Kong,national laws of t

221、he PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law(which isconfined to laws relating to defense and foreign affairs,as well as other matters outside the autonomy of Hong Kong),and we do not currently expect the Measures for Cybersecurity Review(2021),the P

222、RC Personal Information Protection Law,and the Draft Overseas Listing Regulations to have an impact on our business,operations,or this offering,as we do not believe thatour operating subsidiary is deemed to be an“Operator”that is required to file for cybersecurity review before listing in the United

223、 States because(i)our operating subsidiary is incorporatedin Hong Kong and operates in Hong Kong without any subsidiary or VIE structure in mainland China,and each of the Measures for Cybersecurity Review(2021),the PRC PersonalInformation Protection Law,and the Draft Overseas Listing Regulations rem

224、ains unclear whether it shall be applied to a company based in Hong Kong;(ii)as of date of this prospectus,ouroperating subsidiary has neither collected nor stored any personal information of PRC individuals;(iii)all of the data our operating subsidiary has collected is stored in servers located inH

225、ong Kong;and(iv)as of the date of this prospectus,our operating subsidiary has not been informed by any PRC governmental authority of any requirement that it file for a cybersecurityreview or a CSRC review.10 Since these statements and regulatory actions are new,it is highly uncertain how soon the l

226、egislative or administrative regulation making bodies will respond or what existing or newlaws or regulations or detailed implementations and interpretations will be modified or promulgated,if any.It is also highly uncertain what the potential impact such modified or new lawsand regulations will hav

227、e on ONEGs daily business operations,its ability to accept foreign investments,and the listing of our Ordinary Shares on a U.S.or other foreign exchange.Thereremains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations.If the Draft Overseas

228、 Listing Regulations are adopted into law inthe future and becomes applicable to our operating subsidiary,if any of our operating subsidiary is deemed to be an“Operator,”or if the Measures for Cybersecurity Review(2021)or thePRC Personal Information Protection Law becomes applicable to our operating

229、 subsidiary,the business operation of our operating subsidiary and the listing of our Ordinary Shares in theUnited States could be subject to the CACs cybersecurity review or CSRC Overseas Issuance and Listing review in the future.If the applicable laws,regulations,or interpretations changeand our o

230、perating subsidiary becomes subject to the CAC or CSRC review,we cannot assure you that our operating subsidiary will be able to comply with the regulatory requirements in allrespects,and our current practice of collecting and processing personal information may be ordered to be rectified or termina

231、ted by regulatory authorities.If our operating subsidiary fails toreceive or maintain such permissions or if the required approvals are denied,our operating subsidiary may become subject to fines and other penalties that may have a material adverse effecton our business,operations,and financial cond

232、ition and may hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares tosignificantly decline or be worthless.Additionally,due to long-arm provisions under the current PRC laws and regulations,there remains regulatory uncertainty with

233、respect to the implementation and interpretation of lawsin China.We are also subject to the risks of uncertainty about any future actions the PRC government or authorities in Hong Kong may take in this regard.Should the PRC government choose to exercise significant oversight and discretion over the

234、conduct of our business,they may intervene in or influence our operations.Such governmental actions:could result in a material change in our operations;could hinder our ability to continue to offer securities to investors;and may cause the value of our Ordinary Shares to significantly decline or be

235、worthless.Permission Required from Hong Kong and PRC Authorities As of the date of this prospectus,OneC Engineering has received all requisite licenses and approvals for the operation of its business in Hong Kong.As of the date of this prospectus,OneC Engineering is not required to obtain any permis

236、sion or approval from Hong Kong authorities to issue our Ordinary Shares to foreign investors.We are also not required to obtainpermissions or approvals from any PRC authorities before listing in the United States and to issue our Ordinary Shares to foreign investors,including the CSRC,the CAC,or an

237、y othergovernmental agency that is required to approve our operations.However,in the event that(i)the PRC government expanded the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or theCAC and that we are required to obtain such permissions

238、or approvals,(ii)we inadvertently concluded that relevant permissions or approvals were not required or that we did not receive ormaintain relevant permissions or approvals required,or(iii)applicable laws,regulations,or interpretations change and require us to obtain such permissions or approvals in

239、 the future,wemay face sanctions by the CSRC,the CAC,or other PRC regulatory agencies.11 Recent PCAOB Developments On May 20,2020,the U.S.Senate passed the HFCA Act,which includes requirements for the SEC to identify issuers whose audit work is performed by auditors that the PCAOB isunable to inspec

240、t or investigate completely because of a restriction imposed by a non-U.S.authority in the auditors local jurisdiction.The U.S.House of Representatives passed the HFCAAct on December 2,2020,and the HFCA Act was signed into law on December 18,2020.Pursuant to the HFCA act,our securities may be prohib

241、ited from trading on the Nasdaq or otherU.S.stock exchanges if our auditor cannot be inspected by the PCAOB for three consecutive years,and this ultimately could result in our Ordinary Shares being delisted.On March 24,2021,the SEC adopted interim final rules relating to the implementation of certai

242、n disclosure and documentation requirements of the HFCA Act.A company will berequired to comply with these rules if the SEC identifies it as having a“non-inspection”year under a process to be subsequently established by the SEC.The SEC is assessing how toimplement other requirements of the HFCA Act,

243、including the listing and trading prohibition requirements described above.On June 22,2021,the U.S.Senate passed a bill that,if passed by the U.S.House of Representatives and signed into law,would reduce the number of consecutive non-inspection yearsrequired for triggering the prohibitions under the

244、 HFCA Act from three years to two years.On December 2,2021,the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act,which took effect on January 10,2022.The rules apply to registrants that the SEC identifies as having filed an annual report

245、with an audit report issued by a registered public accounting firm that is located in a foreign jurisdictionand that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.On December 16,2021,the PCAOB issued a Determination Report,w

246、hich found that the PCAOB is unable to inspect or investigate completely registered public accounting firmsheadquartered in mainland China of the PRC or Hong Kong,a Special Administrative Region and dependency of the PRC,because of a position taken by one or more authorities in the PRCor Hong Kong.O

247、ur auditor,Audit Alliance,the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus,as an auditor of companies that aretraded publicly in the United States and a firm registered with the PCAOB,is subject to laws in the United States pursuant

248、 to which the PCAOB conducts regular inspections to assess ourauditors compliance with the applicable professional standards.Audit Alliance is headquartered in Singapore,Singapore,and can be inspected by the PCAOB.On August 26,2022,CSRC,the MOF,and the PCAOB signed the Protocol,governing inspections

249、 and investigations of audit firms based in China and Hong Kong.The Protocolremains unpublished and is subject to further explanation and implementation.Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC the PCAOB shall haveindependent discretion to select any issuer audits

250、 for inspection or investigation and has the exemption from the rule that a majority of our board of directors must be independent directors;unfettered ability to transfer information to the SEC.On December 15,2022,the PCAOB Board determined that the PCAOB was able to secure complete access to inspe

251、ct and investigate registered public accounting firms headquarteredin mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.However,should PRC authorities obstruct or otherwise fail to facilitate the PCAOBsaccess in the future,the PCAOB Board will consider the

252、need to issue a new determination.On December 23,2022,the Accelerating HFCA Act,was signed into law,which amended the HFCA Act by requiring the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years i

253、nstead of three.On December 29,2022,the Consolidated Appropriations Act was signed intolaw by President Biden.The Consolidated Appropriations Act contained,among other things,an identical provision to Accelerating HFCA Act,which reduces the number of consecutivenon-inspection years required for trig

254、gering the prohibitions under the HFCA Act from three years to two.12 Implication of Being a Controlled Company We are and will continue,following this offering,to be a“controlled company”within the meaning of the Nasdaq Stock Market Rules and,as a result,may rely on exemptions fromcertain corporate

255、 governance requirements that provide protection to shareholders of other companies.For so long as we are a controlled company under that definition,we are permitted to elect to rely,and may rely,on certain exemptions from corporate governance rules,including:an exemption from the rule that a majori

256、ty of our board of directors must be independent directors;an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors;and An exemption from the rule that our director nominees must be selected or recommended solel

257、y by independent directors.As a result,you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.Although we do not intend to relyon the“controlled company”exemption under the Nasdaq listing rules,we could elect to rely on

258、 this exemption after we complete this offering.If we elected to rely on the“controlledcompany”exemption,a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committeesmight not consist entirely of indepen

259、dent directors after we complete this offering.Implications of Being an Emerging Growth Company and a Foreign Private Issuer As a company with less than$1.235 billion in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined in the Jumpstart Our Business Startups Act

260、(the“JOBS Act”),enacted in April 2012,and may take advantage of reduced reporting requirements that are otherwise applicable to public companies.These provisions include,but are notlimited to:being permitted to present only two years of audited financial statements and only two years of related Mana

261、gements Discussion and Analysis of Financial Condition and Results ofOperations in our filings with the SEC;not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting;reduced disclosure obligations regarding executive com

262、pensation in periodic reports,proxy statements,and registration statements;and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previouslyapproved.We may take advantage of these provisions u

263、ntil the last day of our fiscal year following the fifth anniversary of the date of the first sale of our Ordinary Shares pursuant to this offering.However,if certain events occur before the end of such five-year period,including if we become a“large accelerated filer,”our annual gross revenues exce

264、ed$1.235 billion,or we issuemore than$1 billion of non-convertible debt in any three-year period,we will cease to be an emerging growth company before the end of such five-year period.In addition,Section 107 of the JOBS Act provides that an“emerging growth company”can take advantage of the extended

265、transition period provided in Section 7(a)(2)(B)of theSecurities Act for complying with new or revised accounting standards.We have elected to take advantage of the extended transition period for complying with new or revised accountingstandards and acknowledge such election is irrevocable pursuant

266、to Section 107 of the JOBS Act.We are a foreign private issuer as defined by the SEC.As a result,in accordance with the rules and regulations of The Nasdaq Stock Market LLC,we may comply with home countrygovernance requirements and certain exemptions thereunder rather than complying with Nasdaq corp

267、orate governance standards.We may choose to take advantage of the followingexemptions afforded to foreign private issuers:Exemption from filing quarterly reports on Form 10-Q or provide current reports on Form 8-K disclosing significant events within four days of their occurrence.Exemption from the

268、sections of the Exchange Act regulating the solicitation of proxies,consents,or authorizations in respect to a security registered under the Exchange Act.Exemption from the sections of the Exchange Act requiring insiders to file public reports of their ownership of the shares and trading activities

269、and liability for insiders who profitfrom trades made in a short period of time;and Exemption from the selective disclosure rules by issuers of material nonpublic information under Regulation FD.13 Furthermore,Nasdaq Rule 5615(a)(3)provides that a foreign private issuer,such as us,may rely on our ho

270、me country corporate governance practices in lieu of certain of the rules in theNasdaq Rule 5600 Series and Rule 5250(d),provided that we nevertheless comply with Nasdaqs Notification of Noncompliance requirement(Rule 5625),the Voting Rights requirement(Rule 5640)and that we have an audit committee

271、that satisfies Rule 5605(c)(3),consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii).If werely on our home country corporate governance practices in lieu of certain of the rules of Nasdaq,our shareholders may not have the same protections afforded to share

272、holders of companiesthat are subject to all of the corporate governance requirements of Nasdaq.If we choose to do so,we may utilize these exemptions for as long as we continue to qualify as a foreign privateissuer.Corporate Information Our principal executive office is located at Room 6808A,68/F,Cen

273、tral Plaza,18 Habor Road,Wanchai,Hong Kong.Our telephone number is+852 2123 8400.Our registered office inthe Cayman Islands is located at the office of Harneys Fiduciary(Cayman)Limited,4th Floor,Harbor Place,103 South Church Street,P.O.Box 10240,Grand Cayman KY1-1002,CaymanIslands.Our agent for serv

274、ice of process in the United States is Cogency Global Inc.,located at 122 East 42nd Street,18th Floor,New York,NY 10168.Information contained on,or that can beaccessed through,our website is not a part of,and shall not be incorporated by reference into,this prospectus.Impact of COVID-19 Since late D

275、ecember 2019,the outbreak of COVID-19 spread rapidly throughout China and later to the rest of the world.On January 30,2020,the International Health RegulationsEmergency Committee of the World Health Organization declared the outbreak a“Public Health Emergency of International Concern”(“PHEIC”),and

276、later on March 11,2020,a globalpandemic.The COVID-19 outbreak has led governments across the globe to impose a series of measures intended to contain its spread,including border closures,travel bans,quarantinemeasures,social distancing,and restrictions on business operations and large gatherings.Fro

277、m 2020 to the middle of 2021,COVID-19 vaccination programs had been greatly promotedaround the globe,however several types of COVID-19 variants emerged in different parts of the world.Supply chain disruptions have become a major challenge for the global economy since the start of the COVID-19 pandem

278、ic.These shortages and supply-chain disruptions are significantand widespread.Lockdowns in several countries across the world,labor shortages,robust demand for tradable goods,disruptions to logistics networks,and capacity constraints have resultedin increases in freight costs and delivery times.OneC

279、 Engineerings customers are mainly construction contractors which are reliant on the availability of construction materials and supplies,and as such may suffer from plant closures and supply shortages across the extended supply network.Supply chain issues may delay or halt the progress or commenceme

280、nt of constructionprojects.In addition,multiple infected cases within a construction site may result in shortage of labor and in more serious cases may cause a temporary halt in the sites construction operation fora few days.Hence,our productivity and progress may also be negatively affected.Further

281、more,our business may be adversely affected if concerns relating to COVID-19 continue to restrict travel,or result in the Companys personnel,vendors,and services providersbeing unavailable to pursue their business objectives free of COVID-19 related restrictions.The extent to which COVID-19 impacts

282、our business in the future will depend on futuredevelopments,which are highly uncertain and cannot be predicted,including new information that may emerge concerning the severity of COVID-19 and the actions to contain COVID-19or treat its impact,among others.If the disruptions posed by COVID-19 or ot

283、her matters of global concerns continue for an extended period of time,our ability to pursue our businessobjectives may be materially adversely affected.In addition,our ability to raise equity and debt financing,which may be adversely impacted by COVID-19 and other events,including as aresult of inc

284、reased market volatility,decreased market liquidity and third-party financing became unavailable on terms acceptable to us or at all.Any future impact on our results of operations will depend on,to a large extent,future developments and new information that may emerge regarding the duration and seve

285、rity of theCOVID-19 pandemic and the actions taken by government authorities and other entities to contain the spread or treat its impact,almost all of which are beyond our control.Given thegeneral slowdown in economic conditions globally and volatility in the capital markets,as well as the general

286、negative impact of the COVID-19 outbreak on the construction industry,wecannot assure you that we will be able to maintain the growth rate we have experienced or projected.We will continue to closely monitor the situation throughout 2024 and beyond.14 The Offering Ordinary shares offered by the Sell

287、ing Shareholder:2,250,000 Ordinary Shares Terms of the offering:The Selling Shareholders will determine when and how they will dispose of the Ordinary Shares registered under this prospectus forresale.Number of Ordinary Shares outstanding before thisoffering:13,000,000 Ordinary Shares.Number of Ordi

288、nary Shares outstanding after thisoffering:13,000,000 Ordinary Shares Use of proceeds:We will not receive any proceeds from the sale of Ordinary Shares by the Selling Shareholders Listing Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol“ONEG”.Risk factors:Investing in our

289、 Ordinary Shares is highly speculative and involves a high degree of risk.As an investor you should be able to bear acomplete loss of your investment.You should carefully consider the information set forth in the“Risk Factors”section beginning onpage 17.The Company adopted an Equity Incentive Plan o

290、n February 27,2025,under which the Company is allowed to issue up to 3 million new shares at a price not less than the par value ofthe Company.15 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that involve substantial risks and uncertainties.In

291、some cases,you can identify forward-looking statements by the words“may,”“might,”“will,”“could,”“would,”“should,”“expect,”“intend,”“plan,”“goal,”“objective,”“anticipate,”“believe,”“estimate,”“predict,”“potential,”“continue,”and“ongoing,”or thenegative of these terms,or other comparable terminology i

292、ntended to identify statements about the future.These statements involve known and unknown risks,uncertainties,and otherimportant factors that may cause our actual results,levels of activity,performance,or achievements to be materially different from the information expressed or implied by these for

293、ward-looking statements.The forward-looking statements and opinions contained in this prospectus are based upon information available to us as of the date of this prospectus and,while webelieve such information forms a reasonable basis for such statements,such information may be limited or incomplet

294、e,and our statements should not be read to indicate that we haveconducted an exhaustive inquiry into,or review of,all potentially available relevant information.Forward-looking statements include statements about:timing of the development of future business;capabilities of our business operations;ex

295、pected future economic performance;competition in our market;continued market acceptance of our services and products;changes in the laws that affect our operations;inflation and fluctuations in foreign currency exchange rates;our ability to obtain and maintain all necessary government certification

296、s,approvals,and/or licenses to conduct our business;continued development of a public trading market for our securities;the cost of complying with current and future governmental regulations and the impact of any changes in the regulations on our operations;managing our growth effectively;projection

297、s of revenue,earnings,capital structure,and other financial items;fluctuations in operating results;dependence on our senior management and key employees;and other factors set forth under“Risk Factors”.You should refer to the section titled“Risk Factors”for a discussion of important factors that may

298、 cause our actual results to differ materially from those expressed or implied by ourforward-looking statements.As a result of these factors,we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate.Furthermore,if our forward-looking statements prove to be

299、 inaccurate,the inaccuracy may be material.In light of the significant uncertainties in these forward-looking statements,you should not regard these statementsas a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame,or at all

300、.We undertake no obligation to publicly updateany forward-looking statements,whether as a result of new information,future events,or otherwise,except as required by law.You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registrati

301、on statement,of which this prospectus forms a part,completely and with the understanding that our actual future results may be materially different from what we expect.We qualify all of our forward-looking statements by these cautionarystatements.16 RISK FACTORS An investment in our Ordinary Shares

302、involves a high degree of risk.Before deciding whether to invest in our Ordinary Shares,you should consider carefully the risks set forth in theProspectus of our Resale,as well as the risk factors described below,together with all of the other information set forth in this prospectus,including the s

303、ection titled“ManagementsDiscussion and Analysis of Financial Condition and Results of Operation”and our consolidated financial statements and related notes.If any of these risks actually occurs,our business,financial condition,results of operations or cash flow could be materially and adversely aff

304、ected,which could cause the trading price of our Ordinary Shares to decline,resulting in a loss of allor part of your investment.The following disclosure is intended to highlight,update or supplement previously disclosed risk factors facing the Company set forth in the Companys public filings.These

305、risk factors should be carefully considered along with any other risk factors identified in the Companys other filings with the SEC.Such risks are not exhaustive.We may face additional risks that are presently unknown to us or that we believe to be immaterial as of the date of this prospectus.Known

306、and unknown risksand uncertainties may significantly impact and impair our business operations primarily through our subsidiaries in Hong Kong.Risks Relating to Doing Business in Hong Kong Our operations are in Hong Kong,a special administrative region of the PRC.According to the long-arm provisions

307、 under the current PRC laws and regulations,the PRC government mayexercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time,which could result in a material change in ouroperations and/or the value of our Ordinary Shar

308、es.The PRC government may intervene or impose restrictions on our ability to move money out of Hong Kong to distribute earnings andpay dividends or to reinvest in our business outside of Hong Kong.Changes in the policies,regulations,rules,and the enforcement of laws of the PRC government may also be

309、 quick withlittle advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.ONEG is a holding company and we conduct our operations in Hong Kong through OneC Engineering.Hong Kong is a special administrative region of the PRC.As of the

310、 date of thisprospectus,we are not materially affected by recent statements by the PRC government indicating an intention to exert more oversight and control over offerings that are conducted overseasand/or foreign investment in China-based issuers.However,due to certain long-arm provisions in the c

311、urrent PRC laws and regulations,there remains regulatory uncertainty with respect to theimplementation and interpretation of laws in China as they may affect Hong Kong.The PRC government may choose to exercise additional oversight and discretion over Hong Kong,and thepolicies,regulations,rules,and t

312、he enforcement of laws of the PRC government to which we are subject may change rapidly and with little advance notice to us or our shareholders.As a result,the application,interpretation,and enforcement of new and existing laws and regulations in the PRC and our assertions and beliefs of the risk i

313、mposed by the PRC legal and regulatory systemare by their very nature uncertain.In addition,these PRC laws and regulations may be interpreted and applied inconsistently by different agencies or authorities,which may result in inconsistency with our current policiesand practices.New laws,regulations,

314、and other government directives in the PRC may also be costly to comply with,and such compliance,any associated inquiries or investigations,or anyother government actions may:delay or impede our development;result in negative publicity or increase our operating costs;require significant management t

315、ime and attention;and subject us to remedies,administrative penalties,and even criminal liabilities that may harm our business,including fines assessed for our current or historical operations,or demands ororders that we modify or even cease our business practices.We are aware that recently the PRC

316、government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companies listed overseas using a VIE

317、structure,adopting new measures to extendthe scope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.Since these statements and regulatory actions are new,it is highly uncertain how soon the PRClegislative or administrative regulation making bodies will respond or what

318、existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated,if any,or what the potential impact that any such modified or new laws and regulations would have on our daily business operation,the ability to accept foreign investments and list on

319、a U.S.orother foreign exchange.17 The PRC government may intervene or influence our operations at any time and may exert more control over offerings conducted overseas and foreign investment in Hong Kong-basedissuers,which may result in a material change in our operations and/or the value of our Ord

320、inary Shares.For example,there is currently no restriction or limitation under the laws of Hong Kongon the conversion of Hong Kong dollar into foreign currencies and the transfer of currencies out of Hong Kong and the laws and regulations of the PRC on currency conversion control do notcurrently hav

321、e any material impact on the transfer of cash between the ultimate holding company and the operating subsidiary in Hong Kong.However,the PRC government may,in the future,impose restrictions or limitations on our ability to move money out of Hong Kong to distribute earnings and pay dividends to and f

322、rom the other entities within our organization or to reinvest inour business outside of Hong Kong.Such restrictions and limitations,if imposed in the future,may delay or hinder the expansion of our business to outside of Hong Kong and may affect ourability to receive funds from our operating subsidi

323、ary in Hong Kong.The promulgation of new laws or regulations,or the new interpretation of existing laws and regulations,in each case,thatrestrict or otherwise unfavorably impact our ability to conduct our business could require us to change certain aspects of our business to ensure compliance;decrea

324、se demand for our services;reduce revenues;increase costs;require us to obtain more licenses,permits,approvals,or certificates;or subject us to additional liabilities.To the extent any new or more stringent measures areimplemented,our business,financial condition,and results of operations could be a

325、dversely affected and the value of our Ordinary Shares could decrease or become worthless.There are uncertainties regarding the interpretation and enforcement of PRC and Hong Kong laws,rules,and regulations.A substantial majority of our operations are conducted in Hong Kong,and are mainly governed b

326、y Hong Kong laws,rules,and regulations.The legal system in Hong Kong is a commonlaw system,based on a combination of English common law,local cases and local legislation.However,our Hong Kong operating subsidiary OneC Engineering may become subject to laws,rules,and regulations applicable to foreign

327、 investment in China.The PRC legal system is a civil law system based on written statutes.Unlike the common law system,prior court decisions maybe cited for reference but have limited precedential value.These laws and regulations are sometimes vague and may be subject to future changes,and their off

328、icial interpretation andenforcement could be unpredictable with little advance notice,which could result in a material change in our operations and/or the value of our Ordinary Shares.In 1979,the PRC government began to promulgate a comprehensive system of laws,rules,and regulations governing econom

329、ic matters in general.The overall effect of legislation over thepast three decades has significantly enhanced the protections afforded to various forms of foreign investment in China.However,China has not developed a fully integrated legal system,andrecently enacted laws,rules,and regulations may no

330、t sufficiently cover all aspects of economic activities in China or may be subject to significant degrees of interpretation by PRC regulatoryagencies.In particular,because these laws,rules,and regulations are relatively new,and because of the limited number of published decisions and the non-binding

331、 nature of such decisions,andbecause the laws,rules,and regulations often give the relevant regulator significant discretion in how to enforce them,the interpretation and enforcement of these laws,rules,and regulationsinvolve uncertainties and can be inconsistent and unpredictable.In addition,the PR

332、C legal system is based in part on government policies and internal rules,some of which are not published ona timely basis or at all,and which may have a retroactive effect.As a result,we may not be aware of our violation of these policies and rules until after the occurrence of the violation.Any ad

333、ministrative and court proceedings in China may be protracted,resulting in substantial costs and diversion of resources and management attention.Since PRC administrative andcourt authorities have significant discretion in interpreting and implementing statutory and contractual terms,it may be more difficult to evaluate the outcome of administrative and courtproceedings and the level of legal prote