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1、2025/5/21 15:56sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htm1/245F-1 1 formf-1.htm F-1 As filed with the Securities and Exchange Commission on May 20,2025.Registration No.333-UNITED STATESSECURITIES AND

2、 EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Ultra High Point Holdings Limited(Exact name of registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 8000 Not Applicable(State or Other

3、Jurisdiction of Incorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)Unit 707,7th Floor,Lakeside 1,Phase TwoNo.8 Science Park West AvenueHong Kong Science ParkPak Shek Kok,New Territories,Hong KongTel:(852)3101 1186(Address,including

4、zip code,and telephone number,including area code,of registrants principal executive office)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168Tel:(212)221-0102(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Sanny Choi,Esq.CFN

5、Lawyers LLC418 Broadway#4607 AlbanyNY 12207USATel:+1(646)386 8128 Mitchell GoldsmithAlan GilbertTaft Stettinius&Hollister LLP111 East Wacker DriveSuite 2600Chicago,IL 60601-4208Tel:(312)527-4000 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effectiv

6、e date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursua

7、nt to Rule 462(b)under the Securities Act,check the following box and list the Securities Act registration statement numberof 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

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

9、on statement number of the earliereffective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial

10、statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The term new or revised financial acc

11、ounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant sha

12、ll file a further amendment whichspecifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933 or until this Registration Statement shallbecome effective on such date as the Securities and Exchange Commission,actin

13、g pursuant to said Section 8(a),may determine.2025/5/21 15:56sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htm2/245 EXPLANATORY NOTE This registration statement contains two prospectuses,as set forth below.

14、Public offering prospectus.A prospectus to be used for the initial public offering of our ordinary shares,or public offering prospectus,through the underwriter named in the“Underwriting”section of the public offering prospectus,of which 1,400,000 ordinary shares are offered by us and 800,000 ordinar

15、y shares are offered by the Selling Shareholder(the“Initial PublicOffering”).Resale prospectus.A prospectus to be used for the potential resale from time to time by(i)Maxway Enterprises Limited,or Maxway,of 1,996,000 ordinary shares;(ii)Grow Ace Limited,orGrow Ace,of 1,158,000 ordinary shares;(iii)Z

16、one Wise Holdings Limited,or Zone Wise,of 1,544,000 ordinary shares;and(iv)World Oasis Limited,or World Oasis,of 1,351,000 ordinaryshares;(v)Mr.Cheng of 1,544,000 ordinary shares;(vi)Conford Global Limited,or Conford,of 772,000 ordinary shares;(vii)Clouds Top Limited,or Clouds Top,of 772,000 ordinar

17、yshares or resale prospectus.The resale shares contained in the resale prospectus will not be underwritten and sold through the underwriter.Furthermore,the offering pursuant to the resaleprospectus will not commence until after the closing of the Initial Public Offering.The resale prospectus is subs

18、tantively identical to the public offering prospectus,except for the following principal points:it contains different outside and inside front covers;the“Offering”section in the“Prospectus Summary”section on page 1 of the public offering prospectus is removed and replaced with the“Offering”section o

19、n page Alt-i of the resaleprospectus;it contains different“Use of Proceeds”sections on page 54 of the public offering prospectus which are removed and replaced with the“Use of Proceeds”section on page Alt-i of the resaleprospectus;the“Capitalization”and“Dilution”sections on page 55 and page 57 of th

20、e public offering prospectus are deleted from the resale prospectus respectively;a“Resale Shareholders”section is included in the resale prospectus beginning on page Alt-i of the resale prospectus;references in the public offering prospectus to the resale prospectus will be deleted from the resale p

21、rospectus;the“Underwriting”section on page 149 of the public offering prospectus is removed and replaced with a“Plan of Distribution”section on page Alt-iii of the resale prospectus;the“Legal Matters”section on page 154 of the public offering prospectus is removed and replaced with the Legal Matters

22、 on page Alt-iv of the resale prospectus;and the outside back cover of the Public Offering Prospectus is deleted from the resale prospectus.2025/5/21 15:56sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htm3/

23、245 The registrant has included in this registration statement,after the financial statements,a set of alternate pages to reflect the foregoing differences of the resale prospectus as compared to thepublic offering prospectus.The public offering prospectus will exclude the Alternate Pages and will b

24、e used for the public offering by the registrant.The resale prospectus will be substantively identical to the publicoffering prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by resale shareholders.The information in this prospectus is

25、 not complete and may be changed or supplemented.We may not sell these securities until the registration statement filed with the Securities andExchange Commission is effective.This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any j

26、urisdiction where such offer or sale isnot permitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION,DATED,2025 PRELIMINARY PROSPECTUS Ultra High Point Holdings Limited 2,200,000 ordinary shares This is an initial public offering of our ordinary shares,of par value US$0.000125 per share,of Ultra High P

27、oint Holdings Limited,or the Company.We are offering 1,400,000 ordinaryshares and an existing shareholder,or the Selling Shareholder,is offering 800,000 ordinary shares to be sold pursuant to this prospectus.In addition,certain existing shareholders,or the ResaleShareholders,are offering an aggregat

28、e of 9,137,000 ordinary shares for potential resale pursuant to the resale prospects from time to time following the closing of the offering of ordinary sharespursuant to this prospectus.We will not receive any proceeds from the sale of the ordinary shares to be sold by the Selling Shareholder or th

29、e Resale Shareholders.We anticipate that the initial publicoffering price of the ordinary shares will be between US$4.00 and US$5.00 per ordinary share.Prior to this offering,there has been no public market for our ordinary shares.We intend to apply to list our ordinary shares on the Nasdaq Capital

30、Market,or Nasdaq,under the symbol“UHP”.This offering is contingent upon the listing of our ordinary shares on Nasdaq.There can be no assurance that we will be successful in listing our ordinary shares on Nasdaq.Neither the Securities and Exchange Commission nor any state securities commission has ap

31、proved or disapproved of these securities or passed upon the adequacy or accuracy ofthis prospectus.Any representation to the contrary is a criminal offense.Investing in our ordinary shares involves a high degree of risk,including the risk of losing your entire investment.See Risk Factors beginning

32、on page 10 to read about factors youshould consider before buying our ordinary shares.2025/5/21 15:56sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htm4/245 We are an“Emerging Growth Company”and a“Foreign Pr

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

34、einformation.Ultra High Point Holdings Limited is not a Chinese or Hong Kong operating company,but is a holding company incorporated in the Cayman Islands.As a holding company with no materialoperations of our own,we conduct our business operations in Hong Kong and our back-office operations in main

35、land China through our direct and indirect Operating Subsidiaries.The ordinaryshares offered in this offering are shares of Ultra High Point Holdings Limited,and not shares of our Operating Subsidiaries.Investors in this offering will not directly hold equity interests in ourOperating Subsidiaries,F

36、urthermore,shareholders may face difficulties enforcing their legal rights under United States securities laws against our directors and officers who are located outside of theUnited States.Substantially all of our operations are conducted by Ultra High Point(HK),Thingsocket and Grandwon,our three O

37、perating Subsidiaries in Hong Kong,a special administrative region ofthe PRC.We also have immaterial and non-substantive operations in Mainland China,which only conducts program and software development activities that support our business operations,throughour indirect wholly-owned subsidiaries in

38、Mainland China,Hangzhou Lianxuntong Technology Co.,Ltd.,or Hangzhou Lianxuntong,and Hangzhou Jigaodian Technology Co.,Ltd.or HangzhouJigaodian.We do not have,nor do we intend to have,any contractual arrangements to establish a variable interest entity(“VIE”)structure with any entity in Mainland Chin

39、a.We are subject to certain legal and operational risks associated with our Operating Subsidiaries being based in Hong Kong,having substantially all of our operations in Hong Kong,maintaining representative office in Mainland China,and having existing or potential customers who are Mainland China in

40、dividuals or companies that have shareholders or directors that areMainland China individuals.Additionally,the legal and operational risks associated with operating in Mainland China may also apply to our operations in Hong Kong,and we face the unique risksand uncertainties associated with interpret

41、ation and the application of the complex and evolving PRC laws and regulations and whether and how recent PRC government statements and regulatorydevelopments,such as those relating to data and cyberspace security,and anti-monopoly concerns would be applicable to our Operating Subsidiaries in Hong K

42、ong.Given the substantial operationsof our subsidiaries in Hong Kong,there is a possibility that the government may exercise significant oversight over the conduct of business in Hong Kong,and our subsidiaries may become subject tothe risks of uncertainty about any future actions of the PRC governme

43、nt or authorities in Hong Kong in this regard.Should the PRC government choose to exercise significant oversight anddiscretion over the conduct of our operations in Hong Kong,or in the event that we or our Operating Subsidiaries were to become subject to the PRC laws and regulations,these risks coul

44、d result inmaterial costs to ensure compliance,fines,material changes in our operations and/or the value of the securities that we are registering for sale,and/or could significantly limit or completely hinderour ability to offer or continue to offer securities to investors and cause the value of su

45、ch securities to significantly decline or be worthless.2025/5/21 15:56sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htm5/245 There are significant legal and operational risks associated with having some of

46、our operations in the PRC including those changes in the legal,political and economic policies of the PRCgovernment,the relations between China and the United States,or PRC or U.S.regulations may materially and adversely affect our business,financial condition and results of operations.Further,thePR

47、C government may disallow our current corporate structure,which would likely result in a material change in the PRC subsidiaries operations and/or a material change in the value of the ordinaryshares being registered in this offering and it could cause the value of such securities to significantly d

48、ecline or become worthless.See“Risk Factors Substantial uncertainties exist with respect tothe interpretation and implementation of the PRC Foreign Investment Law and its Implementation Rules and how they may impact the viability of our current corporate structure,corporategovernance and business op

49、erations”and“Risk Factors-Uncertainties with respect to the PRC legal system,including uncertainties regarding the enforcement of laws,and sudden or unexpectedchanges in laws and regulations in the PRC could adversely affect us and limit the legal protections available to you and us”.Recently,the PR

50、C government initiated a series of regulatory actionsand made a number of public statements on the regulation of business operations in the PRC with little advance notice,including cracking down on illegal activities in the securities market,enhancing supervision over PRC-based companies listed over

51、seas,adopting new measures to extend the scope of cybersecurity reviews,and expanding efforts in anti-monopoly enforcement.As ofthe date of this prospectus,the Company does not need to seek approval from the China Securities Regulatory Commission,or the CSRC,or any other PRC governmental authorities

52、 for theCompanys overseas listing plan,and neither the Company nor any of its Hong Kong and Mainland China Operating Subsidiaries have received any inquiry,notice,warning or sanctions regardingthe planned overseas listing from the CSRC or any other PRC governmental authorities.However,because these

53、statements and regulatory actions by the PRC government are newly published andofficial guidance and related implementation rules have not been issued,it is highly uncertain what the potential impact such modified or new laws and regulations will have on the Companys dailybusiness operation,the abil

54、ity to accept foreign investments and list on a U.S.exchange.Any such changes could significantly limit or completely hinder our ability to offer or continue to offer oursecurities to investors,and could cause the value of our securities to significantly decline or become worthless.See“Risk Factors

55、There are political risks associated with conducting business inHong Kong and in the PRC”.On August 20,2021,the 30th meeting of the Standing Committee of the 13th National Peoples Congress voted and passed the“Personal Information Protection Law of the PeoplesRepublic of China”,or“PRC Personal Infor

56、mation Protection Law”,which became effective on November 1,2021.The PRC Personal Information Protection Law applies to the processing ofpersonal information of natural persons within the territory of Mainland China that is carried out outside of Mainland China where(1)such processing is for the pur

57、pose of providing products orservices for natural persons within Mainland China,(2)such processing is to analyze or evaluate the behavior of natural persons within Mainland China,or(3)there are any other circumstancesstipulated by related laws and administrative regulations.On December 24,2021,the C

58、hina Securities Regulatory Commission(“CSRC”),together with other relevant government authorities inMainland China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies(Draft for Comments)and the Measures for theFiling of O

59、verseas Securities Offering and Listing by Domestic Companies(Draft for Comments)(“Draft Overseas Listing Regulations”).The Draft Overseas Listing Regulations require that aMainland China domestic enterprise seeking to issue and list its shares overseas(“Overseas Issuance and Listing”)shall complete

60、 the filing procedures of and submit the relevant information to theCSRC.The Overseas Issuance and Listing include direct and indirect issuance and listing.Where an enterprise whose principal business activities are conducted in Mainland China seeks to issue andlist its shares in the name of an over

61、seas enterprise(“Overseas Issuer”)on the basis of the equity,assets,income or other similar rights and interests of the relevant Mainland China domesticenterprise,such activities shall be deemed an indirect overseas issuance and listing(“Indirect Overseas Issuance and Listing”)under the Draft Overse

62、as Listing Regulations.On December 28,2021,the Cyberspace Administration of China(the“CAC”)jointly with the relevant authorities formally published the Measures for Cybersecurity Review(2021)which took effect on February 15,2022and replaced the former Measures for Cybersecurity Review(2020)issued on

63、 July 10,2021.The Measures for Cybersecurity Review(2021)provide that operators of critical informationinfrastructure purchasing network products and services,and online platform operators carrying out data processing activities that affect or may affect national security(together with the operators

64、 ofcritical information infrastructure,the“Operators”),shall conduct a cybersecurity review and that any online platform operator who controls more than one million users personal information mustgo through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a forei

65、gn country.On February 17,2023,the CSRC released the Trial Administrative Measures ofOverseas Securities Offering and Listing by Domestic Companies,or the Trial Administrative Measures,and five supporting guidelines,which came into effect on March 31,2023.The TrialAdministrative Measures further sti

66、pulate the rules and requirements for overseas offering and listing conducted by PRC domestic companies.The Trial Administrative Measures further clarified andemphasized that the comprehensive determination of the“indirect overseas offering and listing by PRC domestic companies”shall comply with the

67、 principle of“substance over form”andparticularly,an issuer will be required to go through the filing procedures under the Trial Administrative Measures if the following criteria are met at the same time:a)50%or more of the issuersoperating revenue,total profits,total assets or net assets as documen

68、ted in its audited consolidated financial statements for the most recent accounting year are accounted for by PRC domesticcompanies,and b)the main parts of the issuers business activities are conducted in Mainland China,or its main places of business are located in Mainland China,or the senior manag

69、ers in charge ofits business operation and management are mostly Chinese citizens or domiciled in Mainland China.Furthermore,the Trial Administrative Measures and its supporting guidelines provide a negativelist of types of issuers banned from listing overseas,the issuers obligation to comply with n

70、ational security measures and the personal data protection laws,and certain other matters such as therequirements that an issuer(i)file with the CSRC within three business days after it submits an application for initial public offering to the competent overseas regulator and(ii)file subsequentrepor

71、ts with the CSRC on material events,including change of control and voluntary or forced delisting,after its overseas offering and listing.2025/5/21 15:56sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htm6/24

72、5 Ultra High Point Holdings Limited is a holding company incorporated in the Cayman Islands with operating entities based in Hong Kong.It does not have any VIE structure,has only non-substantive operations in Mainland China,and is not controlled by any companies or individuals of Mainland China.Furt

73、her,we are headquartered in Hong Kong with our officers and all membersof the Board of Directors based in Hong Kong,none of whom are Mainland China citizens,and all of our revenues and profits are generated by our Operating Subsidiaries in Hong Kong.As a result,we have not generated revenues or prof

74、its from Mainland China in the most recent accounting year which accounted for more than 50%of the corresponding figure in our audited consolidatedfinancial statements for the same period.Therefore,as confirmed and advised by our PRC Counsel,Guangdong Wesley Law Firm,based on PRC laws and regulation

75、s effective as of the date of thisprospectus,(i)neither we,nor our Hong Kong subsidiaries,are considered as“PRC domestic companies”the issuance and listing of shares of which would be deemed to be an“Indirect OverseasIssuance and Listing”that is subject to the Trial Administrative Measure;and(ii)nei

76、ther we,nor our Hong Kong subsidiaries and PRC subsidiaries are required to obtain regulatory approval from theCSRC or go through the filing procedures under the Trial Administrative Measures before our ordinary shares can be listed or offered in the U.S.As such,we do not believe current PRC laws an

77、dregulations may have any material impact on our business,financial condition and results of operations in the future.Hangzhou Lianxuntong Technology Co.,Ltd.and Hangzhou Jigaodian Technology Co.,Ltd.,our Operating Subsidiaries in the PRC,will not collect and store certain data(including certainpers

78、onal information)from our customers.As advised by Guangdong Wesley Law Firm,our counsel with respect to PRC legal matters,we and our Operating Subsidiaries will not be deemed to be“operators of critical information infrastructure,”or“data processors”that carry out data processing activities that aff

79、ect or may affect national security,and we are not subject to cybersecurity reviewby the CAC or required to obtain regulatory approval from the CAC nor any other PRC authorities for our subsidiaries operations Hong Kong,because(i)our Operating Subsidiaries areincorporated in Hong Kong and operate in

80、 Hong Kong and only have immaterial,non-substantive operations in Mainland China,without any VIE structure;and each of the Measures forCybersecurity Review(2021),the PRC Personal Information Protection Law and the Draft Overseas Listing Regulations do not clearly provide whether they apply to a Hong

81、 Kong company;(ii)asof date of this prospectus,our Operating Subsidiaries may not collect and store certain data from our customers;(iii)the data used by PRC subsidiaries to develop systems is simulated data,we donot currently process any customer data,personal information,or data from third parties

82、 other than collecting and storing certain personal information relating to local employees in Mainland Chinafor payroll;(iv)we do not place any reliance on collection and processing of any personal information to maintain our business operations;(v)data processed in our business should not have abe

83、aring on national security nor affect or may affect national security;(vi)all of the data that our Operating Subsidiaries have collected is stored in servers located in Hong Kong and are notaccessible by the our subsidiaries in Mainland China;(vii)as of the date of this prospectus,neither us nor our

84、 Operating Subsidiaries have been informed by any PRC governmental authority of beingclassified as an“Operator”or a“data processor”that is subject to CAC cybersecurity review or a CSRC review;and(viii)pursuant to the Basic Law of the Hong Kong Special Administrative Regionof the PRC,or the Basic Law

85、,PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law(which is confined to laws relating to nationaldefense,foreign affairs and other matters that are not within the scope of autonomy).2025/5/21 15:56sec.gov/Archives/edgar/data/2034767/0001

86、64117225011763/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htm7/245 However,given the uncertainties arising from the legal system in Mainland China and Hong Kong,including uncertainties regarding the interpretation and enforcement of PRC laws and thesignifica

87、nt authority of the PRC government to intervene or influence the offshore holding company headquartered in Hong Kong,there remains significant uncertainty in the interpretation andenforcement of relevant Mainland China laws and other regulations.Because these laws,regulations and regulatory actions

88、are relatively new,it is highly uncertain how soon the legislative oradministrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated,if any.It is alsohighly uncertain what the potential

89、impact such modified or new laws and regulations will have on our Operating Subsidiaries daily business operation and the listing of our ordinary shares in theUnited States or on other foreign exchanges.As the Trial Administrative Measures was newly promulgated,its interpretation,application and enf

90、orcement remain unclear and there also remainssignificant uncertainty as to the enactment,interpretation and implementation of other regulatory requirements related to overseas securities offerings and other capital markets activities.If the TrialAdministrative Measures become applicable to us or ou

91、r Operating Subsidiaries in Hong Kong,or if we or our Operating Subsidiaries are subject to cybersecurity review,or if the Measures forCybersecurity Review(2021)or the PRC Personal Information Protection Law become applicable to our Operating Subsidiaries in Hong Kong,the business operation of our O

92、perating Subsidiariesand the listing of our ordinary shares in the United States could be subject to the CAC or the CSRC review in the future.If the applicable laws,regulations,or interpretations change and ourOperating Subsidiaries become subject to the CAC or CSRC review,we cannot assure you that

93、our Operating Subsidiaries will be able to comply with the regulatory requirements in all respects andour Operating Subsidiaries current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities.If we or our OperatingSubsidiarie

94、s were required to obtain such permissions or approvals in the future in connection with the listing or continued listing of our securities on a stock exchange outside of the PRC,it isuncertain how long it will take for us or our Operating Subsidiaries to obtain such approval,and,even if we or our O

95、perating Subsidiaries obtain such approval,the approval could be rescinded.Anyfailure to obtain or delays in obtaining the necessary permissions from the relevant PRC authorities to conduct offerings or list outside of the PRC could subject us or our Operating Subsidiaries topotential sanctions impo

96、sed by the PRC regulatory authorities,which could include fines and penalties,proceedings against us or our Operating Subsidiaries,and other forms of sanctions,as well asaffect our or our Operating Subsidiaries ability to conduct business,our ability to invest in Mainland China as foreign investors

97、or accept foreign investments,and our ability to offer or continue tooffer ordinary shares to investors or list on the U.S.or other overseas exchange.As a result,the value of our ordinary shares may significantly decline or be worthless,our business,reputation,financial condition,and results of oper

98、ations may be materially and adversely affected.In addition,our ordinary shares may be prohibited from trading on a national exchange or over-the-counter market under the Holding Foreign Companies Accountable Act(the“HFCA Act”)if the Public Company Accounting Oversight Board(United States)(the“PCAOB

99、”)is unable to inspect and investigate completely our auditors.The HFCA Act,which was enacted and becameeffective in December 2020,requires the SEC to identify public companies,referred to as“Commission-Identified Issuers,”that have retained a registered public accounting firm to issue an auditrepor

100、t where the firm has a branch or office that is located in a foreign jurisdiction,and the PCAOB has determined that it is unable to inspect or investigate completely because of a position taken byan authority in the foreign jurisdiction.Initially,the HFCA Act required the SEC to prohibit the trading

101、 of an issuers securities on a national securities exchange and in the over-the-counter market ifsuch issuer is identified as a Commission-Identified Issuer for three consecutive years.The Consolidated Appropriations Act,2023(the“CAA”),which became effective in December 2022,amendedthe HFCAA to redu

102、ce the number of consecutive years an issuer can be identified as a Commission-Identified Issuer before the SEC must impose trading prohibitions on the issuers securities fromthree years to two years.Pursuant to the HFCA Act,the PCAOB issued a Determination Report on December 16,2021 which found tha

103、t the PCAOB was unable to inspect or investigate completelyregistered public accounting firms headquartered in Mainland China of the PRC and Hong Kong,and such report identified specific registered public accounting firms which were subject to thesedeterminations.On August 26,2022,the PCAOB signed a

104、 Statement of Protocol with the CSRC and Chinas Ministry of Finance(the“PRC MOF”)in respect of cooperation on the oversight ofPCAOB-registered public accounting firms based in Mainland China and Hong Kong.Pursuant to the Statement of Protocol,the PCAOB conducted inspections on select registered publ

105、ic accountingfirms subject to the Determination Report in Hong Kong between September 2022 and November 2022.On December 15,2022,the PCAOB board announced that it has completed the inspections,determined that it had complete access to inspect or investigate completely registered public accounting fi

106、rms headquartered in Mainland China and Hong Kong,and issued a report vacating theDetermination Report.Our auditor,WWC,P.C.,the independent registered public accounting firm that issued the audit report included in this prospectus,as an auditor of companies that are tradedpublicly in the United Stat

107、es and a firm registered with the PCAOB,is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess WWC,P.C.scompliance with applicable professional standards.WWC,P.C.is headquartered in San Mateo,California,and can be inspected by the PCAOB.WWC,P.C.was

108、 not identified in the DeterminationReport as a firm subject to the PCAOBs determination.Notwithstanding the foregoing,in the event that,in the future,the PCAOB determines that it is not able to fully conduct inspections of ourauditor for two consecutive years,or the PCAOB re-evaluates its determina

109、tion as a result of any obstruction with the implementation of the Statement of Protocol in the future,trading of oursecurities on a national securities exchange or in the over-the counter market may be prohibited under the HFCA Act and our access to the U.S.capital markets may be limited or restric

110、ted.The Company holds all of the equity interests in its Hong Kong and Mainland China subsidiaries through a subsidiary incorporated in the British Virgin Islands,or BVI.As we have a directequity ownership structure,we do not have any agreement or contract between the Company and any of its subsidia

111、ries that are typically seen in a variable interest entity structure.Within our directequity ownership structure,funds from foreign investors can be directly transferred to our Hong Kong and Mainland China subsidiaries by way of capital injection or in the form of a shareholder loanfrom the Company

112、following this offering.As a holding company,we may rely on dividends and other distributions on equity paid by our operating subsidiaries incorporated in Hong Kong andMainland China,or Operating Subsidiaries,for our cash and financing requirements.We are permitted under the laws of the Cayman Islan

113、ds and our Amended and Restated Memorandum andArticles of Association to provide funding to our Operating Subsidiaries through loans and/or capital contributions.Our Operating Subsidiaries are permitted under the laws of their incorporation(asthe case may be)to issue cash dividends to us without lim

114、itation on the size of such dividends.However,if any of our Operating Subsidiaries incur debt on their own behalf,the instrumentsgoverning such debt may restrict their ability to pay dividends.As of the date of this prospectus,no transfers were made from the Company to its Operating Subsidiaries and

115、 our OperatingSubsidiaries have not encountered difficulties or limitations with respect to their respective abilities to transfer cash between each other.As of the date of this prospectus,our Operating Subsidiariesdo not maintain cash management policies or procedures dictating the amount of such f

116、unding or how funds are transferred.See“Dividend Policy”on page 56 of this prospectus.There can be noassurance that the PRC government will not restrict or prohibit the flow of cash in or out of Hong Kong and Mainland China thereby affecting our PRC Subsidiaries.Any restrictions,prohibitions,interve

117、ntions or limitations by the PRC government on the ability of our subsidiaries in Hong Kong and the PRC Subsidiaries to transfer cash or assets in or out of the PRC may result in these fundsor assets not being available to fund operations or for other uses outside of the PRC.For additional informati

118、on,see“Transfers of Cash to and from Our Subsidiaries”on page 5 of this prospectus.2025/5/21 15:56sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htm8/245 Upon completion of this offering,our issued and outst

119、anding shares will consist of 40,000,000 ordinary shares.We will be a“controlled company”as defined under Nasdaq Capital MarketMarketplace Rule 5615(c)because,immediately after the completion of this offering,Maxway Enterprises Limited,which is indirectly wholly-owned by Mr.Yu Chi Tat,Dennis(our exe

120、cutivedirector),will control,through his direct and indirect wholly-owned companies Future Dimension Holdings Limited and Maxway Enterprises Limited,26,876,200 ordinary shares representingapproximately 67.19%of the voting power of our issued and outstanding ordinary shares.Although we do not intend

121、to rely on the“controlled company”exemption under the Nasdaq listing rules,we could elect to rely on this exemption in the future.If we elected to rely on the“controlled company”exemption,a majority of the members of our board of directors might not be independentdirectors and our nominating and cor

122、porate governance and remuneration committees might not consist entirely of independent directors upon closing of the offering set forth in this prospectus.Please see“As a“controlled company”within the meaning of the Nasdaq Capital Market or other national securities exchange rules.We may rely on ex

123、emptions from certain corporate governancerequirements that provide protection to Shareholders of other companies”beginning on page 45 of this prospectus for more information.Per Share Total Initial public offering price(1)US$4.50 US$9,900,000(4)Underwriting discounts and commissions(2)US$0.315 US$6

124、93,000 Proceeds to the Company before expenses(1)(3)US$4.50 US$6,300,000 Proceeds to the Selling Shareholder before expenses(1)(3)US$4.50 US$3,600,000 (1)Initial public offering price per share is assumed to be US$4.50(being the mid-point of the initial public offering price range).(2)We have agreed

125、 to pay the underwriter a discount equal to 7.0%of the gross proceeds of the offering.This table does not include a non-accountable expense allowance equal to 1%of the grossproceeds of this offering payable to the underwriter.For a description of the other compensation to be received by the underwri

126、ter,see“Underwriting”beginning on page 149.(3)Excludes fees and expenses payable to the underwriter.The total amount of underwriter expenses related to this offering is set forth in the section entitled“Expenses Relating to This Offering”onpage 143.(4)Includes US$6,300,000 gross proceeds from the sa

127、le of 1,400,000 ordinary shares offered by the Company and US$3,600,000 gross proceeds from the sale of 800,000 ordinary sharesoffered by the Selling Shareholder.If we complete this offering,net proceeds will be delivered to us and the Selling Shareholder on the closing date.The underwriter expects

128、to deliver the ordinary shares to the purchasers against payment on or about,2025.You should not assume that the information contained in the registration statement to which this prospectus is a part is accurate as of any date other than the date hereof,regardless of thetime of delivery of this pros

129、pectus or of any sale of the ordinary shares being registered in the registration statement of which this prospectus forms a part.No dealer,salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in

130、 this prospectusand,if given or made,the information or representations must not be relied upon as having been authorized by us.This prospectus does not constitute an offer to sell or a solicitation of an offer to buyany security other than the securities offered by this prospectus,or an offer to se

131、ll or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is notauthorized or is unlawful.Bancroft Capital,LLC The date of this prospectus is,2025.2025/5/21 15:56sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htmhttps:/www

132、.sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htm9/245 TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSiiPROSPECTUS SUMMARY1THE OFFERING9RISK FACTORS10ENFORCEABILITY OF CIVIL LIABILITIES51USE OF PROCEEDS54CAPITALIZATION55DIVIDEND POLICY5

133、6DILUTION57MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS58HISTORY AND CORPORATE STRUCTURE84BUSINESS87REGULATORY ENVIRONMENT107MANAGEMENT119PRINCIPAL AND SELLING SHAREHOLDER126RELATED PARTY TRANSACTIONS129CERTAIN CAYMAN ISLANDS COMPANY CONSIDERATIONS134DESCRIPTI

134、ON OF SHARE CAPITAL130SHARES ELIGIBLE FOR FUTURE SALE141EXPENSES RELATED TO THIS OFFERING143MATERIAL TAX CONSIDERATIONS144UNDERWRITING149LEGAL MATTERS154EXPERTS155WHERE YOU CAN FIND ADDITIONAL INFORMATION156INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 Until and including,2025(the 25th day after the

135、 date of this prospectus),all dealers that effect transactions in these ordinary shares,whether or not participating in this offering,may berequired to deliver a prospectus.This is in addition to the dealers obligation to deliver a prospectus when acting as an underwriter and with respect to their u

136、nsold allotments or subscriptions.2025/5/21 15:56sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htm10/245 ABOUT THIS PROSPECTUS Except where indicated or where the context otherwise requires,the terms“Compan

137、y,”“Group,”“we,”“us”and“our”refer to Ultra High Point Holdings Limited,an exempted companyincorporated in the Cayman Islands with limited liability under the Companies Act,and its direct and indirect subsidiaries or any of them,or where the context so requires,in respect of the periodbefore our Comp

138、any becoming the holding company of its present subsidiaries,such subsidiaries as if they were subsidiaries of our Company at the relevant time or the businesses which have sincebeen acquired or carried on by them or as the case may be their predecessors.For other conventions that apply to this pros

139、pectus,see“Prospectus Summary Conventions That Apply to ThisProspectus”.Neither we,the Selling Shareholder nor the underwriter have authorized anyone to provide you with any information or to make any representations other than as contained in this prospectusor in any related free writing prospectus

140、.Neither we,the Selling Shareholder nor the underwriter take responsibility for,and provide no assurance about the reliability of,any information that othersmay give you.This prospectus is an offer to sell only the securities offered hereby,but only under circumstances and in jurisdictions where it

141、is lawful to do so.The information contained in thisprospectus is accurate only as of the date of this prospectus,regardless of the time of delivery of this prospectus or any sale of the securities.Our business,financial condition,results of operationsand prospects may have changed since that date.F

142、or investors outside the United States:Neither we,the Selling Shareholder nor the underwriter have done anything that would permit this offering or possession or distribution of thisprospectus in any jurisdiction,other than the United States,where action for that purpose is required.Persons outside

143、the United States who come into possession of this prospectus must informthemselves about,and observe any restrictions relating to,the offering of the ordinary shares and the distribution of this prospectus outside the United States.Unless otherwise indicated,all financial information contained in t

144、his prospectus is prepared and presented in accordance with the provisions of the US Generally Accepted AccountingPrinciples.Certain amounts,percentages and other figures included in this prospectus have been subject to rounding adjustments.Accordingly,amounts,percentages and other figures shown as

145、totals incertain tables or charts may not be the arithmetic aggregation of those that precede them,and amounts and figures expressed as percentages in the text may not total 100%or,when aggregated maynot be the arithmetic aggregation of the percentages that precede them.Our financial year ends on Ma

146、rch 31 of each year.References in this prospectus to a financial year,such as“financial year 2024”,relate to our financial year ended March 31 of that calendaryear.On May 14,2025,for purposes of recapitalization in anticipation of the initial public offering,the Company effected a 1:8 sub-division o

147、f its ordinary shares(a“forward stock split”).Following the forward stock split,the Companys authorized share capital remains US$500,000 divided into 4,000,000,000 ordinary shares of a par value of US$0.000125 each.On May 15,2025,Maxway surrendered 1,003,800 ordinary shares,Prestige Unison surrender

148、ed 68,600 ordinary shares,Supreme One surrendered 68,600 ordinary shares,Grow Ace surrendered 42,000 ordinaryshares,Zone Wise surrendered 56,000 ordinary shares,World Oasis surrendered 49,000 ordinary shares,Cheng Wing Keung surrendered 56,000 ordinary shares,Conford surrendered 28,000ordinary share

149、s and Clouds Top surrendered 28,000 ordinary shares each to the Company,respectively or 3.50%of their shareholdings each.None of these shareholders surrendering their ordinaryshares received any consideration for surrender of their ordinary shares,nor are there any agreements or arrangements in plac

150、e under which any of these shareholders will surrender their remainingordinary shares.Unless otherwise indicated,all references to ordinary shares,share data,per share data,and related information have been retroactively adjusted,where applicable,in this prospectusto reflect the 1:8 forward stock sp

151、lit and the shares surrendered by our existing shareholders on May 15,2025 as if they had occurred at the beginning of the earliest period presented.Following theforward stock split and surrenders and prior to this offering,there are 38,600,000 ordinary shares outstanding.Certain market data and for

152、ecasts used throughout this prospectus were obtained from internal company surveys,market research,consultant surveys,reports of governmental andinternational agencies and industry publications and surveys.Although industry publications and third-party research,surveys and reports generally indicate

153、 that their information has been obtainedfrom sources believed to be reliable,we have not independently verified such data and forecasts.This information involves a number of assumptions and limitations,and if any one or more of theassumptions or limitations underlying such data and forecasts are la

154、ter found to be incorrect,actual results may differ from the expectations based on these assumptions.You are cautioned not to giveundue weight to such data and forecasts.Our estimates involve risks and uncertainties and are subject to change based on various factors,including those discussed under t

155、he heading“Risk Factors”in this prospectus.i2025/5/21 15:56sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htm11/245 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking

156、statements that relate to our current expectations and views of future events.These forward-looking statements are contained principally in thesections entitled“Prospectus Summary,”“Risk Factors,”“Use of Proceeds,”“Managements Discussion and Analysis of Financial Condition and Results of Operations,

157、”and“Business.”Thesestatements relate to events that involve known and unknown risks,uncertainties and other factors,including those listed under“Risk Factors,”which may cause our actual results,performance orachievements to be materially different from any future results,performance or achievements

158、 expressed or implied by the forward-looking statements.In some cases,these forward-looking statements can be identified by words or phrases such as“believe”,“plan”,“expect”,“intend”,“should”,“seek”,“estimate”,“will”,“aim”and“anticipate”,or other similar expressions,but these are not the exclusive m

159、eans of identifying such statements.All statements other than statements of historical facts included in this document,including those regarding future financial position and results,business strategy,plans and objectives of management for future operations(including development plans and dividends)

160、andstatements on future industry growth are forward-looking statements.In addition,we and our representatives may from time to time make other oral or written statements which are forward-lookingstatements,including in our periodic reports that we will file with the SEC,other information sent to our

161、 shareholders and other written materials.These forward-looking statements are subject to risks,uncertainties and assumptions,some of which are beyond our control.In addition,these forward-looking statements reflect our currentviews with respect to future events and are not a guarantee of future per

162、formance.Actual outcomes may differ materially from the information contained in the forward-looking statements as a resultof a number of factors,including,without limitation,the risk factors set forth in“Risk Factors”and the following:changes in the laws,regulations,policies and guidelines in the j

163、urisdictions in which we operate;the regulatory environment in the jurisdictions in which we operate;competition in the healthcare IT solutions and services industry in the jurisdictions in which we operate;reliance on certain customers for a significant portion of our revenue;political instability

164、in the jurisdictions in which we operate;breaches of laws or regulations in the operation and management of our current and future businesses and assets;the overall economic environment and general market and economic conditions in the jurisdictions in which we operate;our ability to execute our str

165、ategies;ii2025/5/21 15:56sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htm12/245 changes in the need for capital and the availability of financing and capital to fund these needs;our ability to anticipate a

166、nd respond to changes in the healthcare IT solutions industry,the markets in which we operate,and in client demands,trends and preferences;man-made or natural disasters,including war,acts of international or domestic terrorism,civil disturbances,occurrences of catastrophic events and acts of God suc

167、h as floods,earthquakes,typhoons and other adverse weather and natural conditions that affect our business or assets;the loss of key personnel and the inability to replace such personnel on a timely basis or on terms acceptable to us;and legal,regulatory and other proceedings arising out of our oper

168、ations.The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus.Except as required by law,weundertake no obligation to update or revise publicly any forward-looking statements,whether as a result of

169、 new information,future events or otherwise,after the date on which the statements aremade or to reflect the occurrence of unanticipated events.You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registrationstatement,of which this

170、 prospectus is a part,completely and with the understanding that our actual future results or performance may be materially different from what we expect.This prospectus contains certain data and information that we obtained from various government and private publications.Statistical data in these

171、publications also include projections basedon a number of assumptions.The markets for IT solutions may not grow at the rate projected by such market data,or at all.Failure of this industry to grow at the projected rate may have a materialand adverse effect on our business and the market price of our

172、 ordinary shares.Furthermore,if any one or more of the assumptions underlying the market data are later found to be incorrect,actualresults may differ from the projections based on these assumptions.You should not place undue reliance on these forward-looking statements.iii2025/5/21 15:56sec.gov/Arc

173、hives/edgar/data/2034767/000164117225011763/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htm13/245 PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus.This summary may not contain all of the information that may be imp

174、ortant to you,and we urge you to read this entireprospectus carefully,including the“Risk Factors,”“Business”and“Managements Discussion and Analysis of Financial Condition and Results of Operations”sections and our consolidatedfinancial statements and notes to those statements,included elsewhere in t

175、his prospectus,before deciding to invest in our ordinary shares.This prospectus includes forward-looking statements thatinvolve risks and uncertainties.See“Special Note Regarding Forward-Looking Statements.”Our Mission Our mission is to offer customized and comprehensive healthcare IT solutions and

176、services to public and private hospitals in Hong Kong,aiming to(i)enhance clinical operations and improveefficiency through workflow standardization;(ii)offer better patient experience;and(iii)improve patient safety through closed-loop management.We are also exploring opportunities to adapt and expa

177、nd our Hong Kong-developed healthcare IT solutions to overseas markets that are receptive to digital transformations and innovations.Currently,we are in the initial stages of evaluating potential expansion into regions such as Asia-Pacific Economic Cooperation(APEC)countries and the United Arab Emir

178、ates(UAE).These efforts involvemarket research,identifying potential distribution channels,and engaging in preliminary discussions with prospective partners.While we are optimistic about these opportunities,we have not yetentered into definitive agreements related to these expansions.Overview We are

179、 a group that provides customized and comprehensive healthcare IT solutions and services to public and private hospitals in Hong Kong with over 15 years of experience.The business processentails the review and design of the software system installation plan,procurement of materials and consumables,e

180、ngagement and supervision of subcontractors,on-site inspection and installation,and testing and commissioning.Throughout our operation history,we have worked with approximately 25.5%of the public hospitals and approximately 50%of the private hospitals in Hong Kong.We generate revenue from the provis

181、ion of healthcare information technology solution services and such revenue is recognized using the percentage of completion method based primarily on contractcosts incurred to date compared to total estimated contract costs.Our comprehensive range of healthcare IT solutions and services include(i)d

182、esigning and building customized hospital information systems(HIS);(ii)developing customized Internet of MedicalThings(IoMT)solutions;(iii)integrating customers HIS with third-party systems and devices via our proprietary medical integration platform;(iv)maintaining the healthcare IT solutions wedes

183、ign/build/install;and(v)upgrading the healthcare IT solutions we design,build,and install.Competitive Strengths We believe our competitive strengths lie with the following:we have an established reputation and track record in the healthcare IT solution industry.we have strong technological capabilit

184、ies.we have a sustainable business model and good relationship with hospitals in Hong Kong.we have an experienced and committed management team.our offices are strategically located.12025/5/21 15:56sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htmhttps:/www.sec.gov/Archives/edgar/da

185、ta/2034767/000164117225011763/formf-1.htm14/245 Growth strategies Our principal objective is to foster growth in our business and strengthen our market position in the healthcare IT solutions industry through the following strategies:maintain and strengthen our established market presence by heavily

186、 investing in research and product development.expand our services to a more diversified range of public and private hospitals.expand into overseas markets.Organization Chart The chart below sets out our corporate structure as at the date of this prospectus.The operations of our group are primarily

187、conducted by our Operating Subsidiaries,which are comprised of UltraHigh Point(HK),Thingsocket,Grandwon,Hangzhou Lianxuntong and Hangzhou Jigaodian.Sun Pacific is an investment holding company that owns a 40%ownership interest in our associate,Clinic First.The ordinary shares offered in this offerin

188、g are shares of Ultra High Point Holdings Limited(referred to in the chart below as The Company)and not shares of our Operating Subsidiaries.Please see page 85 for further details of our corporate structure pre and post-offering.22025/5/21 15:56sec.gov/Archives/edgar/data/2034767/000164117225011763/

189、formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htm15/245 Summary of Key Risks Investing in our ordinary shares involves risks.The risk factors summarized below are qualified by reference to“Risk Factors”beginning on page 10 of this prospectus,which you should ca

190、refullyconsider before making a decision to purchase ordinary shares.If any of these risks actually occurs,our business,financial condition or results of operations would likely be materially adverselyaffected.In such case,the trading price of our ordinary shares would likely decline,and you may los

191、e all or part of your investment.If we fail to retain business relationships with our three major customers or secure new customers,our business,financial condition and results of operations may be adversely affected.See amore detailed discussion of this risk factor with the same title on page 10 of

192、 this prospectus.If our new or upgraded healthcare IT solutions and services are not effectively promoted or do not achieve market acceptance,our business,results of operations and financial condition may beadversely affected.See a more detailed discussion of this risk factor with the same title on

193、page 11 of this prospectus.Errors,defects,disruptions or any other malfunction or quality issues of our healthcare IT solutions causing interruption to our customers IT systems and/or infrastructure could diminishdemand for our solutions.See a more detailed discussion of this risk factor with the sa

194、me title on page 12 of this prospectus.We enter into fixed-price contracts with our customers,and our failure to accurately estimate the resources and time required to perform these contracts could materially and adversely affect ourbusiness,results of operations and financial condition.See a more d

195、etailed discussion of this risk factor with the same title on page 12 of this prospectus.Most of our revenue is derived from competitive tendering or quotation.See a more detailed discussion of this risk factor with the same title on page 12 of this prospectus.We provide healthcare IT solutions and

196、services to our customers on a project-by-project basis which exposes us to the risk of uncertainty and potential volatility with respect to our revenue.Seea more detailed discussion of this risk factor with the same title on page 13 of this prospectus.We rely on our technical staff to develop,test,

197、maintain and enhance our healthcare IT solutions.See a more detailed discussion of this risk factor with the same title on page 13 of thisprospectus.Our work with public hospitals exposes us to additional risks inherent in the government contracting environment.See a more detailed discussion of this

198、 risk factor with the same title on page 16of this prospectus.We are generally required to provide cash deposits or bank guarantees to secure our performance under contracts with public hospitals which could affect our liquidity.See a more detaileddiscussion of this risk factor with the same title o

199、n page 17 of this prospectus.32025/5/21 15:56sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htm16/245 Our independent registered public accounting firm expressed substantial doubt regarding our ability to co

200、ntinue as a going concern,which requires that we obtain sufficient funding to financeour operations.See a more detailed discussion of this risk factor with the same title on page 18 of this prospectus.The Social,economic,political and legal developments or instability,as well as any changes in gover

201、nment policies,in Hong Kong and the PRC could materially and adversely affect ourbusiness,results of operations,financial condition and business prospects.See a more detailed discussion of this risk factor with the same title on page 19 of this prospectus.The economic,political and social conditions

202、 of the PRC as well as its government policies may adversely affect our business and results of operations.See a more detailed discussion of this riskfactor with the same title on page 28 of this prospectus.There are political risks associated with conducting business in Hong Kong and in the PRC tha

203、t could adversely impact our business operations,our financial position,our liquidity,our ability tofund and expand our business and the market price of our ordinary shares.See a more detailed discussion of this risk factor with the same title on page 28 of this prospectus.The possibility of the int

204、ervention and influence to our current and future operations in Hong Kong by the PRC government or PRC laws.See a more detailed discussion of this risk factor withthe same title on page 34 of this prospectus.The Hong Kong legal system is subject to uncertainties which could limit the legal protectio

205、ns available to Ultra High Point(HK),Grandwon,Thingsocket and Sun Pacific.See a more detaileddiscussion of this risk factor with the same title on page 34 of this prospectus.Recent regulatory actions takenand statements made by the PRC government with little advance notice regarding regulation of bu

206、siness operations in certain areas in Mainland China could havea material adverse effect on our business operations,our ability raise capital in the future and the value of our securities.See a more detailed discussion of this risk factor with the same title onpage 35 of this prospectus.Uncertaintie

207、s with respect to the PRC legal system,including uncertainties regarding the enforcement of laws,and sudden or unexpected changes in laws and regulations in the PRC couldadversely affect us and limit the legal protections available to you and us.See a more detailed discussion of this risk factor wit

208、h the same title on page 39 of this prospectus.We are currently not required to obtain approval from PRC governmental authorities to list on U.S exchanges,however,if we were required to obtain approval in the future,we cannot predictwhether or how soon it will be able to obtain such approval or comp

209、lete such filing.See a more detailed discussion of this risk factor on page 39 of this prospectus.Despite our headquarter is in Hong Kong Special Administrative Region,there are risks that any actions by the Chinese government to exert more oversight and control over offerings that areconducted over

210、seas and/or foreign investment in China-based issuers could significantly limit or completely your ability to offer or continue to offer securities to investors and cause the value ofour securities to significant decline or be worthless.See a more detailed discussion of this risk factor under the se

211、ction headed“Regulatory development in the PRC”from page 34 of thisprospectus.Corporate Information We were incorporated in the Cayman Islands as an exempted company on June 11,2024.Our registered office in the Cayman Islands is at Harneys Fiduciary(Cayman)Limited,4th Floor,HarbourPlace,103 South Ch

212、urch Street,P.O.Box 10240,Grand Cayman KY1-1002,Cayman Islands.Our principal executive office is at Unit 707,7th Floor,Lakeside 1,Phase Two,No.8 Science Park WestAvenue,Hong Kong Science Park,Pak Shek Kok,New Territories,Hong Kong.Our telephone number at this location is+852 3101 1186.Our principal

213、website address is https:/.The information contained on our website does not form part of this prospectus.Our agent for service of process in the United States is Cogency Global Inc.122 East 42nd Street,18th Floor,NewYork,NY 10168.Because we are incorporated under the laws of the Cayman Islands,you

214、may encounter difficulty protecting your interests as a shareholder,and your ability to protect your rights through the U.S.federal court system may be limited.Please refer to the sections entitled“Risk Factors”and“Enforceability of Civil Liabilities”for more information.PRC Regulatory As advised by

215、 our PRC Counsel,Guangdong Wesley Law Firm,based on PRC laws and regulations effective as of the date of this prospectus,(i)neither we,nor our Hong Kong subsidiaries,areconsidered as“PRC domestic companies”the issuance and listing of shares of which would be deemed to be an“Indirect Overseas Issuanc

216、e and Listing”that is subject to the Trial AdministrativeMeasure or Trial Measure;and(ii)neither we,nor our Hong Kong subsidiaries and PRC subsidiaries are required to obtain regulatory approval from the CSRC or go through the filing proceduresunder the Trial Administrative Measures before our ordin

217、ary shares can be listed or offered in the U.S.We and our Operating Subsidiaries will not be deemed to be an“operator of critical information infrastructure,”any“data processor”carrying out data processing activities,and neither we or oursubsidiaries are subject to cybersecurity review by the CAC fo

218、r this Offering or required to obtain regulatory approval from the CAC nor any other PRC authorities for our and our subsidiariesoperations in Hong Kong.Apart from the business registration certificate of Hangzhou Lianxuntong and Hangzhou Jigaodian,we are not required to obtain any permissions or ap

219、provals from any PRC authorities to operate asof the date of this prospectus,and no additional permissions or approvals have been applied for by us or denied by any relevant PRC authorities.If the Trial Administrative Measures,the Measures for Cybersecurity Review(2021),and the PRC Personal Informat

220、ion Protection Law(the“PIPL”)become applicable to us or our OperatingSubsidiary in Hong Kong,our operation and the listing of our ordinary shares in the United States could be subject to the CACs cybersecurity review or the CSRC Overseas Issuance and Listingreview in the future.If the applicable law

221、s,regulations,or interpretations change and our Operating Subsidiary become subject to the CAC or CSRC review,we cannot assure you that our OperatingSubsidiary will be able to comply with the regulatory requirements in all respects and our current practice of collecting and processing personal infor

222、mation may be ordered to be rectified orterminated by regulatory authorities.Compliance with these laws and regulations could significantly increase the cost to us of providing our service offerings,require significant changes to ouroperations or even prevent us from providing certain service offeri

223、ngs in jurisdictions in which we currently operate or in which we may operate in the future.In the event that(i)the PRC government expanded the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC and that we wererequired to obtain su

224、ch permissions or approvals,(ii)we inadvertently concluded that relevant permissions or approvals were not required or that we not receive or maintain relevant permissions orapprovals required,or(iii)applicable laws,regulations,or interpretations change and require us to obtain such permissions or a

225、pprovals in the future,we may face regulatory risks those operated inMainland China,including the ability to offer securities to investors,list our securities on a U.S.or other foreign exchanges,conduct our business or accept foreign investment or sanctions by theCSRC,the CAC,or other PRC regulatory

226、 agencies.Any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability and to offeror continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.Implications of B

227、eing an Emerging Growth Company As a company with less than US$1.235 billion in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined in the Jumpstart Our Business Startups Act of 2012,orthe JOBS Act.An emerging growth company may take advantage of specified reduced

228、 reporting and other requirements that are otherwise applicable generally to public companies.These provisionsinclude:being permitted to provide only two years of audited financial statements(rather than three years),in addition to any required unaudited interim financial statements,with correspondi

229、nglyreduced“Managements Discussion and Analysis of Financial Condition and Results of Operations”disclosure;and an exemption from compliance with the auditor attestation requirement of the Sarbanes-Oxley Act,on the effectiveness of our internal control over financial reporting.42025/5/21 15:56sec.go

230、v/Archives/edgar/data/2034767/000164117225011763/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htm17/245 We may take advantage of these reporting exemptions until we are no longer an emerging growth company.We will remain an emerging growth company until the ea

231、rliest of(1)the last day of thefinancial year in which the fifth anniversary of the completion of this offering occurs,(2)the last day of the financial year in which we have total annual gross revenue of at least US$1.235 billion,(3)the date on which we are deemed to be a“large accelerated filer”und

232、er the United States Securities Exchange Act of 1934,as amended,or Exchange Act,which means the market value of ourordinary shares that are held by non-affiliates exceeds US$700.0 million as of the prior December 31,and(4)the date on which we have issued more than US$1.0 billion in non-convertible d

233、ebtduring the prior three-year period.We may choose to take advantage of some,but not all,of the available exemptions.We have included two years of selected financial data in this prospectus inreliance on the first exemption described above.Accordingly,the information contained herein may be differe

234、nt from the information you receive from other public companies in which you holdstock.Implications of Being a Foreign Private Issuer Upon completion of this offering,we will report under the Exchange Act as a non-U.S.company with foreign private issuer status.Even after we no longer qualify as an e

235、merging growth company,as long as we qualify as a foreign private issuer under the Exchange Act,we will be exempt from certain provisions of the Exchange Act that are applicable to U.S.domestic public companies,including:the sections of the Exchange Act regulating the solicitation of proxies,consent

236、s or authorizations in respect of a security registered under the Exchange Act;the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period oftime;and the rules unde

237、r the Exchange Act requiring the filing with the Securities and Exchange Commission,or the SEC,of quarterly reports on Form 10-Q containing unaudited financial and otherspecified information,or current reports on Form 8-K,upon the occurrence of specified significant events.Both foreign private issue

238、rs and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules.Thus,even if we no longer qualify as an emerginggrowth company but remain a foreign private issuer,we will continue to be exempt from the more stringent compensation disclosures requi

239、red of companies that are neither emerging growthcompanies nor foreign private issuers.In addition,as a company incorporated in the Cayman Islands,we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from thecorporate governan

240、ce listing requirements of the Nasdaq or another national securities exchange.These practices may afford less protection to shareholders than they would enjoy if we compliedfully with corporate governance listing requirements of the Nasdaq or another national securities exchange.Following this offer

241、ing,we will rely on home country practice to be exempted fromcertain of the corporate governance requirements of the Nasdaq or another national securities exchange,such that a majority of the directors on our board of directors are not required to beindependent directors.Transfers of Cash to and fro

242、m Our Subsidiaries Our business is primarily conducted through our direct and indirect subsidiaries,namely Ultra High Point(HK),Grandwon,Hangzhou Lianxuntong,Hangzhou Jigaodian and Sun Pacific and ournon-wholly owned subsidiary,Thingsocket.The Cayman Islands holding company will rely on dividends pa

243、id by these subsidiaries as well as the intermediary wholly-owned subsidiary incorporatedin the British Virgin Islands,CareQuartz Limited or CareQuartz,for our Companys working capital and cash needs,including the funds necessary to pay any dividends.52025/5/21 15:56sec.gov/Archives/edgar/data/20347

244、67/000164117225011763/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htm18/245 During the financial year ended March 31,2024,we declared a constructive dividend in an amount of US$5,256,169,which was fully settled during such financial year by offsetting the amo

245、unt ofthe constructive dividend against the amount due from a related party controlled by Mr.Yu,the Controlling Shareholder.There has not been any other transfers,dividends,or distributions betweenour Company,subsidiaries,or to our investors.If we decide to pay dividends on any of our ordinary share

246、s,as a holding company,we will depend on the receipt of funds from our operatingsubsidiaries through dividend payments.We are permitted under the laws of the Cayman Islands to provide funding to our operating subsidiaries through loans and/or capital contributions withoutrestriction on the amount of

247、 the funds loaned or contributed.We currently intend to retain all of our available funds and future earnings,if any,for the operation and expansion of our business and do not anticipate declaring or paying any dividends in theforeseeable future.Any future determination related to our dividend polic

248、y will be made at the discretion of our board of directors after considering our financial condition,results of operations,capital requirements,contractual requirements,business prospects and other factors the board of directors deems relevant,and subject to the restrictions contained in any future

249、financing instruments.Investors in our ordinary shares should note that,to the extent cash in the business is in Hong Kong or a Hong Kong entity or in the Mainland China or is a Mainland China entity,the funds may notbe available to fund operations or for other use outside of the PRC due to interven

250、tions by the PRC government or the imposition by the PRC government of restrictions and limitations on the abilityof these subsidiaries to transfer cash.Cayman Islands.Subject to the Companies Act and our Amended and Restated Memorandum and Articles of Association,our board of directors may declare

251、dividends and distributions on ourordinary shares and authorize payment of the dividends or distributions out of the funds of the Company.No dividend or distribution shall be paid except out of our realized or unrealized profits,orout of our share premium account unless immediately following the pay

252、ment we are able to pay our debts as they fall due in the ordinary course of business.Under Cayman Islands law,a CaymanIslands company may pay a dividend out of either its profit or share premium account,provided that in no circumstances may a dividend be paid if such payment would result in the com

253、pany beingunable to pay its debts as they fall due in the ordinary course of business.British Virgin Islands.Under BVI law,the board of directors of our BVI subsidiary may authorize payment of a dividend to its shareholders as such time and of such an amount as they determine ifthey are satisfied on

254、 reasonable grounds that immediately following the dividend the value of our assets will exceed our liabilities and we will be able to pay our debts as they become due.Hong Kong.Under Hong Kong law,dividends may only be paid out of distributable profits(that is,accumulated realized profits less accu

255、mulated realized losses)or other distributable reserves.Dividends cannot be paid out of share capital.There are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of HK dollars into foreign currencies and theremittance of currencies out of Hong Kong,nor is there any

256、 restriction on foreign exchange to transfer cash between the Company and its subsidiaries,across borders and to U.S.investors,nor arethere any restrictions or limitations on distributing earnings from our business and subsidiaries to the Company and U.S.investors.Under the current practice of the I

257、nland Revenue Department ofHong Kong,no tax is payable in Hong Kong in respect of dividends paid by us.62025/5/21 15:56sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htm19/245 Mainland China.Under PRC law,al

258、l dividends and other distributions declared and payable on the Companys direct equity interests in the PRC Subsidiaries in RMB may under the PRC Laws bepayable in foreign currency and may be freely transferred out of the PRC,provided that the remittance of such dividends outside of the PRC complies

259、 with the procedures required by the currentlyapplicable PRC Laws relating to foreign exchange and the withholding tax provisions under the PRC Enterprise Income Tax Law,and all such dividends will not be subject to any other taxes underthe laws and regulations of PRC and are otherwise free and clea

260、r of any other taxes in the PRC and may be paid without the necessity of obtaining any government authorization in the PRC.Specifically,according to the PRC Company Law,PRC subsidiaries in China may pay dividends only out of their accumulated profits,if any,determined in accordance with the PRC acco

261、untingstandards and regulations.In addition,PRC Subsidiaries are required to allocate at least 10%of their accumulated profits each year,if any,to fund certain reserve funds unless these reserves havereached 50%of the registered capital of the enterprises.These reserves are not distributable as cash

262、 dividends.Moreover,according to the Income Tax Law,income such as dividends from the PRCderived by a non-resident enterprise is subject to a 10%withholding tax,which may be reduced if the foreign jurisdiction of incorporation has a tax treaty with the PRC that provides for a differentwithholding ar

263、rangement.Conventions That Apply to This Prospectus Except where the context otherwise requires and for purposes of this prospectus only:“Amended and Restated Memorandum and Articles of Association”means the amended and restated memorandum and articles of association of our Company to be adopted by

264、our Companyconditional upon and with effect from the date on which the Registration Statement becomes effective.“Clinic First”means Clinic First Limited,a company incorporated in Hong Kong of which we indirectly own 40%of its shareholding.“Companies Act”means the Companies Act,Cap.22(Law 3 of 1961,a

265、s consolidated and revised)of the Cayman Islands,as amended,supplemented or otherwise modified from time to time.“Future Dimension”means Future Dimension Holdings Limited,a company incorporated in BVI and is wholly-owned by Mr.Yu.“Grandwon”means Grandwon International Limited,a company incorporated

266、in Hong Kong and an indirectly wholly-owned subsidiary of the Company.“we,”“us,”or“our”means the Company and its subsidiaries or any of them,or where the context so requires,in respect of the period before the Company becoming the holding company of itspresent subsidiaries,such subsidiaries as if th

267、ey were subsidiaries of the Company at the relevant time or the businesses which have since been acquired or carried on by them or,as the case maybe,their predecessors.72025/5/21 15:56sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2034767/000

268、164117225011763/formf-1.htm20/245 “Hangzhou Lianxuntong”means Hangzhou Lianxuntong Technology Co.,Ltd.*,a company established in the PRC and an indirectly wholly-owned subsidiary of the Company.“Hangzhou Jigaodian”means Hangzhou Jigaodian Technology Co.,Ltd.*,a company established in the PRC and an

269、indirectly wholly-owned subsidiary of the Company.“HK$”means Hong Kong Dollars,the lawful currency of Hong Kong.“Independent Third Party”means a person or company who or which is independent of and is not a 5%owner of,does not control and is not controlled by or under common control with any 5%owner

270、 and is not the spouse or descendant(by birth or adoption)of any 5%owner of the Company.“Maxway”means Maxway Enterprises Limited,a company incorporated in Hong Kong and wholly-owned by Future Dimension Holdings Limited,a company wholly-owned by Mr.Yu.“Memorandum and Articles of Association”means the

271、 memorandum and articles of association of our Company adopted on June 11,2024,a copy of which was filed as Exhibit to thisregistration statement of which this prospectus forms a part.“Mr.Yu”or“Controlling Shareholder”means Mr.Yu Chi Tat Dennis,our executive Director and controlling shareholder.“Ope

272、rating Subsidiaries”means Ultra High Point(HK),Grandwon,Thingsocket,Hangzhou Lianxuntong and Hangzhou Jigaodian.“PRC”means the Peoples Republic of China，including Hong Kong and the Macau Special Administrative Regions of the Peoples Republic of China “PRC Subsidiaries”means collectively Hangzhou Lia

273、nxuntong and Hangzhou Jigaodian.“Resale Shareholders”means collectively Grow Ace,Zone Wise,World Oasis,Mr.Cheng,Conford,Clouds Top and Maxway,and each a“Resale Shareholder”.“RMB”means Renminbi,the lawful currency of Mainland China.“Selling Shareholder”means Maxway.“Sun Pacific”means Sun Pacific Link

274、 Limited,an investment holding company incorporated in Hong Kong with no operations and an indirectly wholly-owned subsidiary of the Company.“Ultra High Point(HK)”means Ultra High Point Limited,a company incorporated in Hong Kong and an indirectly wholly-owned subsidiary of the Company.“US$”or“USD”o

275、r“United States Dollars”means United States dollar(s),the lawful currency of the United States of America.“Thingsocket”means Thingsocket Solutions Limited,a company incorporated in Hong Kong and an indirectly non-wholly-owned subsidiary of the Company.*The English names of our PRC business entities

276、are directly translated or transliterated from their Chinese names and may be different from their names shown on their respective records filedwith relevant PRC authorities.82025/5/21 15:56sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/20347

277、67/000164117225011763/formf-1.htm21/245 THE OFFERING Offering Price The initial public offering price will be between US$4.00 and US$5.00 per ordinary share.Ordinary shares offered by us 1,400,000 ordinary shares Ordinary shares offered by the Selling Shareholder 800,000 ordinary shares by Maxway Or

278、dinary shares issued and outstanding prior to this offering 38,600,000 ordinary shares Ordinary shares to be issued and outstanding immediately after this offering 40,000,000 ordinary shares Use of proceeds We estimate that the net proceeds to us from this offering will be approximately US$million,b

279、ased on anassumed initial public offering price of US$4.50 per ordinary share,which is the mid-point of the initial publicoffering price range set forth on the cover of this prospectus,after deducting the estimated underwriting discountsand commissions and estimated offering expenses payable by us.W

280、e currently intend to use the net proceeds from this offering(i)to enhance the fundamental research on our keytechnologies,improve the development of our standardized solutions and iteratively launch diversecommercialization applications and functions for more business scenarios;(ii)to strengthen ou

281、r technologicalinfrastructure and research and development capabilities;(iii)to expand our solution offerings,build our brand andenhance our commercialization capabilities.By leveraging our go-to-market strategies and accumulated industryinsights proven to be successful in serving our key end-custom

282、er industries,we will conduct careful evaluation andanalysis on the expected market size,competitive landscape and potential challenges before entering into othernew end-customer industries;(iv)to pursue domestic and overseas strategic investment and acquisitionopportunities,so as to implement our l

283、ong-term growth strategy to optimize our solutions and expand andpenetrate the end-customer industries;and(v)for working capital and corporate purpose.See“Use of Proceeds.”Lock-up We,each of our directors and executive officers and certain principal shareholders have agreed,subject to certainexcepti

284、ons,for a period of 180 days after the date of this prospectus,not to,except in connection with this offering,offer,pledge,sell,contract to sell,sell any option or contract to purchase,purchase any option or contract to sell,grant any option,right or warrant to purchase,lend or otherwise transfer or

285、 dispose of,directly or indirectly,anyordinary shares or any other securities convertible into or exercisable or exchangeable for ordinary shares,or enterinto any swap or other arrangement that transfers to another,in whole or in part,any of the economic consequencesof ownership of ordinary shares.T

286、hese restrictions do not apply to the sale of ordinary shares being sold in thisoffering by the Selling Shareholder,to the sale of ordinary shares by Maxway pursuant to the resale prospectus orto sales of ordinary shares by certain other Resale Shareholders pursuant to the resale prospectus that occ

287、ur fromand after the 60-day period following the date of this prospectus.See“Shares Eligible for Future Sale”and“UnderwritingLock-Up Agreements.”Risk factors Investing in our ordinary shares involves risks.See“Risk Factors”beginning on page 10 of this prospectus for adiscussion of factors you should

288、 carefully consider before deciding to invest in our ordinary shares.Listing We plan to apply to list the ordinary shares on the Nasdaq.Proposed trading symbol UHP Transfer agent 92025/5/21 15:56sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/

289、2034767/000164117225011763/formf-1.htm22/245 RISK FACTORS Investing in our shares is highly speculative and involves a significant degree of risk.You should carefully consider the following risks,as well as other information contained in this prospectus,before making an investment in the Company.The

290、 risks discussed below could materially and adversely affect our business,prospects,financial condition,results of operations,cash flows,ability topay dividends and the trading price of our shares.Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial

291、 may also materially and adversely affectour business,prospects,financial condition,results of operations,cash flows and ability to pay dividends,and you may lose all or part of your investment.This prospectus also contains forward-looking statements having direct and/or indirect implications on our

292、 future performance.Our actual results may differ materially from those anticipated bythese forward-looking statements due to certain factors,including the risks and uncertainties faced by us,as described below and elsewhere in this prospectus.Risks Related to Our Business and Industry If we fail to

293、 retain business relationships with our three major customers or secure new customers,our business,financial condition and results of operations may be adversely affected.Collectively,three of our major customers,namely CUHK Medical Centre Limited,The Chinese Medicine Hospital of Hong Kong and Hong

294、Kong Adventist Hospital,contributed approximately88.2%and 90.8%of our revenue during the fiscal years ended March 31,2023 and 2024,respectively,and CUHK Medical Centre Limited accounted for approximately 65.4%and 66.6%ofour revenue,respectively,during such years.See“Business Customers”for additional

295、 information regarding our major customers.We expect to continue to derive a significant portion of ourrevenue from these three customers in the foreseeable future.However,we cannot assure you that these customers will continue to engage us for our healthcare IT solutions and services,and on atleast

296、 comparable scales and terms.These three customers are not obligated to give us any new business or at comparable scale or on terms which they historically had done.If any of these threemajor customers cease to engage us or terminate their respective contract(s)with us,we may be unable to timely ide

297、ntify new customers and secure new contracts to make up for the lost business.Even if new contracts are obtained,they may not be on comparable or better commercial terms.A number of factors could negatively affect customer growth and retention,including:we may be unable to timely develop and provide

298、 solution updates or new solutions in accordance with evolving customer demands,industry standards and regulatory requirements;we may fail to timely update existing technologies or develop new technologies to stay ahead or abreast of market advances;and our competitors may develop solutions similar

299、to or better than ours,which may result in loss of existing customers or decline in new customer growth.102025/5/21 15:56sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htm23/245 Our ability to obtain new bus

300、iness from our customers and to maintain good relationships with them is subject to the stability of their operations and business strategies,which are beyond our controland ability to predict.If our existing customers decide to change their strategies,such as downsizing their business or suspending

301、 or ceasing their development or expansion plans due to shiftingconsumer spending habits,market conditions,business strategies or their own performance,their demand for our services may decline.They may also choose to work with service providers willingto offer highly competitive quotations or exten

302、ded payment terms.Even if we are prepared to match the terms of our competitors,there is still no assurance that we will be awarded the contract.We cannot guarantee a sufficient pipeline or new,sizeable projectcontracts to sustain our business and maintain or improve our current results of operation

303、s and financial condition.Any failure to obtain new contracts from our customers,or a significant decrease inthe value of the new contracts and/or our customers significant delay in or failure to make payments to us could lead to loss of revenue and/or affect our liquidity and thus affect our busine

304、ssadversely.We face risks and uncertainties regarding the evolving healthcare IT solution industry,which imposes a significant burden on the research and development and maintenance of our healthcareIT solutions.We offer a comprehensive spectrum of healthcare IT solutions for public and private hosp

305、itals in Hong Kong,generating all our revenue from the development,sale and maintenance of thesesolutions.The healthcare IT solution industry in Hong Kong is experiencing rapid developments,subject to continuous technological innovations,changing customer demands and regulatoryrequirements.As such,t

306、he level of demand and market acceptance of our solutions are subject to a high degree of uncertainty.If we fail to improve our existing solutions as well as to develop and introduce new solutions with features meeting evolving customer demands,industry standards and regulatory requirements asexpect

307、ed in a timely and cost-effective manner,our solutions may become less attractive,or even obsolete.As a result,we may be unable to attract new customers and our existing customer base mayshrink.Our solution offerings leverage various IT technologies including,among others,information and communicati

308、on technology,digital technology and mobile technology.Our research anddevelopment efforts focus on developing and testing new and complementary software-driven solutions,as well as further enhancing the usability,functionality,reliability and flexibility of ourexisting solutions.This results in hig

309、h research and development and maintenance costs.However,the rapid changes of the healthcare IT solution industry make trends difficult to predict,and ourinvestments in research and development and maintenance may not generate expected returns.If our new or upgraded healthcare IT solutions and servi

310、ces are not effectively promoted or do not achieve market acceptance,our business,results of operations and financial condition may beadversely affected.We have invested significant resources into researching and developing new healthcare IT solutions,as well as upgrading our existing offerings.As w

311、e operate in an evolving industry,our long-termresults of operations and continued growth will depend on our ability to successfully develop and market new or upgraded healthcare IT solutions and services to our customers.112025/5/21 15:56sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-

312、1.htmhttps:/www.sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htm24/245 Errors,defects,disruptions or any other malfunction or quality issues of our healthcare IT solutions causing interruption to our customers IT systems and/or infrastructure could diminishdemand for our solutions.

313、Our healthcare IT solutions are critical to the daily operations of our hospital customers.Any errors,defects,disruptions or malfunctions in our solutions that cause interruptions to our customers ITsystems and infrastructure could have significant consequences.It could harm our customers businesses

314、,leading them to seek claims against us for the losses they have suffered;it could damage ourmarket reputation,diminishing customer demand for our solutions and putting us at a disadvantage in future competitive bidding.We may also have to divert significant resources to(a)fix such errors,defects,di

315、sruptions or malfunctions and to ensure the functionality and reliability of all our existing healthcare IT solutions;(b)rebuild confidence in our healthcare IT solutions and brand image;and(c)defend against or settle any potential legal claims.We enter into fixed-price contracts with our customers,

316、and our failure to accurately estimate the resources and time required to perform these contracts could materially and adversely affectour business,results of operations and financial condition.We typically enter into fixed-price contracts with our customers for our healthcare IT solutions and servi

317、ces.This requires us to accurately estimate the resources and time required in performingthese contracts,such as required manpower,costs of necessary hardware or software products,and subcontractors expenses.We bear the risk of cost overruns and have to pay penalties forcompletion delays under these

318、 contracts,even if circumstances change.There may be various factors affecting the actual time taken and cost incurred by us in completing the contracts,including,among others,delay in supply of products and services by third party vendors,technical difficulties,lack of manpower and other unforeseea

319、ble problems and circumstances.Delay or cost overrunsmay result in lower profits or losses on these contracts.We cannot assure you that we will always be able to accurately estimate the resources and time required to complete our fixed-price contracts.Most of our revenue is derived from competitive

320、tendering or quotation.We derive most of our revenue from contracts awarded through a competitive tender or quotation process.The growth of our business depends on our tendering or quoting successfully.Our existingcustomers are not under any contractual obligation to give us the first right for any

321、future projects nor are they obliged to enter into any contracts with us or engage our services for their subsequentprojects.We have to go through a new tender or quotation process with them for each new project.Even if we are awarded with the contract in the end,there is no assurance that the terms

322、 andconditions of the new contract will be substantially the same as the old one.New tender or quotation is more challenging as we are not familiar with the working style and underlying requirements ofthe new customers,thus our chances of success are more uncertain.For each new tender or quotation,t

323、here is no assurance that(i)we are able to meet the prerequisite requirements for tendering orquotation;(ii)we would be invited to or made aware of the tender or quotation process;(iii)the terms and conditions of the new contracts would be comparable to the existing contracts orcommercially acceptab

324、le to us;and(iv)our tender or quotation would ultimately be selected by our existing or potential customer.In order to enhance our competitiveness in the tender or quotationprocess,we may have to agree to a contract price which is lower than our proposed tender price or quotation and/or offer more f

325、avorable terms to our customers.Even if we are prepared to do so,there is still no assurance that we will be awarded with the contract,thus we cannot guarantee that there will be sufficient new and sizeable projects in our pipeline to sustain our business andmaintain or improve our current results o

326、f operations and financial conditions.122025/5/21 15:56sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htmhttps:/www.sec.gov/Archives/edgar/data/2034767/000164117225011763/formf-1.htm25/245 We provide healthcare IT solutions and services to our customers on a project-by-project basis

327、which exposes us to the risk of uncertainty and potential volatility with respect to our revenue.We provide healthcare IT solutions and services to our customers on a project-by-project basis and this is not recurring in nature.The duration of our implementation projects ranges from six monthsto thr

328、ee years,and our customers typically engage us to provide technical and maintenance services for the solutions we delivered to them for two to ten years(including the warranty period).However,we cannot guarantee that our customers will continue to engage us for the technical and maintenance services

329、 or continue to provide us with new businesses.In general,we do not havelong-term contracts with our customers that they will deploy our services for all their healthcare IT solutions needs,which create uncertainty to our future revenue streams.Our business and futurerevenue will likely be adversely

330、 affected if we are unable to secure new engagements from new customers or our existing customers do not continue to engage us.It is also difficult to forecast future businesses from our customers.We provide customized healthcare IT solutions to meet the specific needs of our customers on a project-

331、by-project basis.Thecontract sum is determined by various factors including complexity of the solutions,technical specification requirements,system configurations and our expected workload.As such,the revenuegenerated from each customer is different for each contract.The sustainability of our financ

332、ial performance,including the number of projects undertaken,the total revenue contributed from theprojects and revenue from each customer,is uncertain.Our financial performance may therefore fluctuate from year to year,and can be unpredictable.We rely on our technical staff to develop,test,maintain

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