DRS

As submitted confidentially to the U.S. Securities and Exchange Commission on [●] 2022. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential.

As filed with the Securities and Exchange Commission on [●], 2022

Registration No. 333-[●]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Healthy Green Group Holding Limited

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrants name into English)

Cayman Islands	2000	Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Flat 2-3, 4/F

Join-In Hang Sing Centre

2-16 Kwai Fung Crescent

Kwai Chung, New Territories

Hong Kong

(+852) 3181 4488

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

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, New York 10168

800-221-0102

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

Copies to:

Henry F. Schlueter Celia Velletri Schlueter & Associates, P.C. 5290 DTC Parkway, Suite 150 Greenwood Village, CO 80111 Telephone: (303) 292-3883 Mitchell D. Goldsmith Taft Stettinius & Hollister LLP 111 East Wacker Suite 2800 Chicago, IL60601 Telephone: (312) 527 4000

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

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

☐

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

☐

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

☐

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

☐

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

Emerging growth company ☒

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

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

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Being Registered	Amount to be Registered(1)		Proposed Offering Price Per Share(1)		Proposed Aggregate Offering Price(1)(2)		Amount of Registration Fee
Ordinary Shares, US$0.001 par value per share		[●]	US$	[●]	US$	[●]
Total	[●]			[●]	[●]			[●]

⁽¹⁾ Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

⁽²⁾ Includes additional Ordinary Shares being registered hereunder on behalf of existing shareholders, but which will not be sold pursuant to the prospectus contained in this Registration Statement.

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

EXPLANATORY NOTE

This Registration Statement contains two prospectuses, as set forth below.

● Public Offering Prospectus. A prospectus to be used for the initial public offering of [●] Ordinary Shares of the Registrant and [●] Ordinary Shares offered by the Selling Shareholders (the “Public Offering Prospectus”) through the underwriters named in the Underwriting section of the Public Offering Prospectus.

● Resale Prospectus. A prospectus to be used for the potential resale by the Pre-IPO Investors identified therein of [●] Ordinary Shares of the Registrant (the “Resale Prospectus”).

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

● they contain different front covers;

● all references in the Public Offering Prospectus to “this offering” will be changed to “the IPO,” defined as the underwritten initial public offering of our Ordinary Shares, in the Resale Prospectus;

● all references in the Public Offering Prospectus to “underwriters” will be changed to “underwriters of the IPO” in the Resale Prospectus;

● they contain different Use of Proceeds sections;

● they contain different “Selling Shareholders” sections;

● they contain different “Summary — The Offering” sections;

● the section “Shares Eligible For Future Sale — Pre-IPO Investors Selling Shareholders Resale Prospectus” from the Public Offering Prospectus is deleted from the Resale Prospectus;

● the Underwriting section from the Public Offering Prospectus is deleted from the Resale Prospectus and a Plan of Distribution section is inserted in its place;

● the Legal Matters section in the Resale Prospectus deletes the reference to counsel for the underwriters; and

● they contain different back covers.

The Registrant has included in this Registration Statement a set of alternate pages after the back cover page of the Public Offering Prospectus (the “Alternate Pages”) to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the Pre-IPO Investor selling shareholders.

ii 

The information in this prospectus is not complete and may be changed or supplemented. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission of which this prospectus is a part 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 state or jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated [•] 2022

PRELIMINARY PROSPECTUS

Healthy Green Group Holding Limited

[●] Ordinary Shares

This is an initial public offering of our ordinary shares, US$0.001 par value per share (“Ordinary Shares”). We are offering [●] Ordinary Shares. The Selling Shareholders (as defined herein) are offering [●] Ordinary Shares to be sold in the offering pursuant to this prospectus. We will not receive any proceeds from the sale of the Ordinary Shares to be sold by the Selling Shareholders. We anticipate that the initial public offering price of the Ordinary Shares will be between US$[●] and US$[●] per Ordinary Share.

Prior to this offering, there has been no public market for our Ordinary Shares. We have applied to list our Ordinary Shares on Nasdaq under the symbol [●]. This offering is contingent upon the listing of our Ordinary Shares on the Nasdaq Capital Market or another national securities exchange. There can be no assurance that we will be successful in listing our Ordinary Shares on Nasdaq or another national securities exchange.

Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See Risk Factors beginning on page 19 to read about factors you should consider before buying our Ordinary Shares.

We are an “Emerging Growth Company” and a “Foreign Private Issuer” under applicable U.S. federal securities laws and, as such, are eligible for reduced public company reporting requirements. Please see “Implications of Being an Emerging Growth Company” and “Implications of Being a Foreign Private Issuer” beginning on page 16 of this prospectus for more information.

We are a holding company incorporated in the Cayman Islands. As a holding company with no material operations of our own, we conduct our operations solely through our subsidiaries in Hong Kong. The Ordinary Shares offered in this offering are shares of the Cayman Islands holding company. Investors of our Ordinary Shares are not purchasing and may never directly hold equity interests in our subsidiaries.

Our Operating Subsidiaries conduct their business in Hong Kong, a Special Administrative Region of the PRC, and some of the suppliers of the Operating Subsidiaries are PRC companies that may have shareholders or directors that are PRC individuals. Also, some customers of our retail outlets may be PRC individuals. Conducting business in Hong Kong involves risks of uncertainty about any actions the Chinese government or authorities in Hong Kong may take. See “Prospectus Summary - Recent Regulatory Developments in the PRC” beginning on page 8 and “Risk Factors – Risks Relating to Doing Business in the Jurisdictions in which we Operate” beginning on page 19.

Upon completion of this offering, our issued and outstanding shares will consist of [●] Ordinary Shares. We will be a controlled company as defined under Nasdaq Marketplace Rule 5615(c) because, immediately after the completion of this offering, WKW Investment and CFT Investment, collectively our controlling shareholders, will own in the aggregate 62.95% of our total issued and outstanding Ordinary Shares, representing 62.95% of the total voting power.

	Per Share			Total(3)
Offering price(1)		US$	[●]		US$	[●]	(4)
Underwriting discounts(2)		US$	[●]		US$	[●]
Proceeds to the Company before expenses(3)		US$	[●]		US$	[●]
Proceeds to the Selling Shareholders		US$	[●]		US$	[●]

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

⁽²⁾ We have agreed to pay the underwriters a discount equal to (i) 7.0% of the gross proceeds of the offering. This table does not include a non-accountable expense allowance equal to 1.0% of the gross proceeds of this offering payable to the underwriters. For a description of the other compensation to be received by the underwriters, see “Underwriting” beginning on page 108.

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

⁽⁴⁾ Includes US$[●] gross proceeds from the sale of [●] Ordinary Shares offered by our Company and US$[●] gross proceeds from the sale of [●] Ordinary Shares offered by the Selling Shareholders (as to [●] Ordinary Shares by WKW Investment and [●] Ordinary Shares by CFT Investment).

Neither the United States Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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

The underwriters expect to deliver the Ordinary Shares to the purchasers against payment on or about [●], 2022.

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

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

SPARTAN CAPITAL SECURITIES, LLC

The date of this prospectus is [•], 2022.

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS	3
PRESENTATION OF FINANCIAL INFORMATION	3
MARKET AND INDUSTRY DATA	4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	4
DEFINITIONS	5
PROSPECTUS SUMMARY	8
RISK FACTORS	19
ENFORCEABILITY OF CIVIL LIABILITIES	38
USE OF PROCEEDS	39
CAPITALIZATION	40
DIVIDENDS AND DIVIDEND POLICY	41
DILUTION	42
SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA	43
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	45
HISTORY AND CORPORATE STRUCTURE	58
INDUSTRY OVERVIEW	61
BUSINESS	65
REGULATORY ENVIRONMENT	76
MANAGEMENT	80
PRINCIPAL AND SELLING SHAREHOLDERS	87
RELATED PARTY TRANSACTIONS	89
DESCRIPTION OF SHARE CAPITAL	90
CERTAIN CAYMAN ISLANDS COMPANY CONSIDERATIONS	96
SHARES ELIGIBLE FOR FUTURE SALE	101
MATERIAL TAX CONSIDERATIONS	104
UNDERWRITING	108
LEGAL MATTERS	112
EXPERTS	112
WHERE YOU CAN FIND ADDITIONAL INFORMATION	112
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

Until ______, 2022 (the 25th day after the date of this prospectus), all dealers that effect transactions in these Ordinary Shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

2

ABOUT THIS PROSPECTUS

Neither we, the Selling Shareholders nor any of the underwriters have authorized anyone to provide you with any information or to make any representations other than as contained in this prospectus or in any related free writing prospectus. Neither we, the Selling Shareholders nor the underwriters take responsibility for, nor provide any assurance about the reliability of, any information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities. Our business, financial condition, results of operations and prospects may have changed since that date.

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

We obtained statistical data, market data and other industry data and forecasts used in this prospectus from market research, publicly available information and industry publications. While we believe that the statistical data, industry data, forecasts and market research are reliable, we have not independently verified the data.

PRESENTATION OF FINANCIAL INFORMATION

Basis of Presentation

Unless otherwise indicated, all financial information contained in this prospectus is prepared and presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP” or “GAAP”).

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

Financial Information in U.S. Dollars

Our reporting currency is the Hong Kong dollar. This prospectus also contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise stated, all translations of Hong Kong dollars into U.S. dollars were made at HK$7.799204 to US$1.00, the exchange rate set forth in the H10 statistical release of the Federal Reserve Board on December 31, 2021. We make no representation that the Hong Kong dollar or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Hong Kong dollars, as the case may be, at any particular rate or at all.

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MARKET AND INDUSTRY DATA

Certain market and industry data included in this prospectus were obtained from independent third-party surveys, market research, publicly available information, reports of governmental agencies and industry publications and surveys. All market and industry data used in this prospectus involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although we believe the information from industry publications and other third-party sources included in this prospectus is reliable, such information is inherently imprecise. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

● our business and operating strategies and our various measures to implement such strategies;

● our operations and business prospects, including development and capital expenditure plans for our existing business;

● changes in policies, legislation, regulations or practices in the industry and place in which we operate that may affect our business operations;

● our financial condition, results of operations and dividend policy;

● changes in political and economic conditions and competition in the area in which we operate, including a downturn in the general economy;

● the regulatory environment and industry outlook in general;

● future developments in the organic and healthy foods market and actions of our competitors;

● catastrophic losses from man-made or natural disasters, such as fires, floods, windstorms, earthquakes, diseases, epidemics, other adverse weather conditions or natural disasters, war, international or domestic terrorism, civil disturbances and other political or social occurrences;

● the loss of key personnel and the inability to replace such personnel on a timely basis or on terms acceptable to us;

● the overall economic environment and general market and economic conditions in Hong Kong;

● our ability to execute our strategies;

● changes in the need for capital and the availability of financing and capital to fund those needs;

● our ability to anticipate and respond to changes in consumer performances, tastes and trends; and

● legal, regulatory and other proceedings arising out of our operations.

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

4

DEFINITIONS

“Memorandum of Association” or “Memorandum”	the amended and restated memorandum of association of our Company adopted on April 14, 2022 and as supplemented, amended or otherwise modified from time to time, a copy of which is filed as Exhibit [●] to our Registration Statement filed with the SEC on [●]
“Articles of Association”	the amended and restated articles of association of our Company adopted on April 14, 2022, as amended from time to time, a copy of which is filed as Exhibit [●] to our Registration Statement filed with the SEC on [●]
“Business day”	a day (other than a Saturday, Sunday or public holiday in the U.S.) on which licensed banks in the U.S. are generally open for normal business to the public
“BVI”	the British Virgin Islands
“CAGR”	compound annual growth rate
“CFT Investment”	CFT Investment Holding Limited, a BVI business company incorporated in the BVI with limited liability on December 20, 2018 and is wholly-owned by Ms. Cheuk and together with WKW Investment are our Controlling Shareholders
“China” or the “PRC”	the People’s Republic of China, excluding, for the purpose of this prospectus only, Hong Kong, Macau and Taiwan
“Companies Act”	the Companies Act (as revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time
“Companies Ordinance”	the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
“Company” or “our Company”	Healthy Green Group Holding Limited (綠康集團控股有限公司), a company incorporated in the Cayman Islands as an exempted company with limited liability on December 24, 2018
“Director(s)”	the director(s) of our Company
“ERP”	enterprise resource planning, a modular software system adopted to monitor inventory levels and minimize incidences of overstocking
“Exchange Act”	Securities Exchange Act of 1934, as amended
“FINRA”	Financial Industry Regulatory Authority, Inc.
“Food Factory”	our food production facility in operation located at Kwai Chung, Hong Kong
“Frost & Sullivan”	Frost & Sullivan Limited, an independent business consulting firm
“Frost & Sullivan Report”	the market research report commissioned by us and prepared by Frost & Sullivan
“GDD Hong Kong”	Greendotdot.com Limited (點點綠有限公司), a company incorporated in Hong Kong with limited liability on April 14, 2000, which is an indirect wholly-owned subsidiary of our Company

5

“GDD Retail”	GDD Retail Holding Limited, a BVI business company incorporated in the BVI with limited liability on December 20, 2018, which is a direct wholly-owned subsidiary of our Company
“GDP”	gross domestic product
“GMO”	genetically modified organism is an organism whose genome has been alerted by the techniques of genetic engineering
“Group”, “our Group”, “we” or “us”	our Company and its subsidiaries
“HACCP”	hazard analysis critical control point is a management system in which food safety is addressed through the analysis and control of biological, chemical and physical hazards from raw material production, procurement, manufacturing, distribution and consumption of the finished product
“HK$”, “Hong Kong dollars” or “HK dollars”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” or “HK”	the Hong Kong Special Administrative Region of the PRC
“Independent Third Party(ies)”	a person or company who or which is independent of and is not a 5% beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of, does not control and is not controlled by or under common control with any 5% owner and is not the spouse or descendant (by birth or adoption) of any 5% beneficial owner of the Company
“IRC”	United States Internal Revenue Code of 1986, as amended
“ISO”	an abbreviation for a series of quality management and quality assurance standards published by International Organization for Standardization, a non-government organization based in Geneva, Switzerland, for assessing the quality systems of business organizations
“ISO 22000:2005”	an international standards which addresses food safety management
“Kampery Development”	Kampery Development Limited, a company incorporated in Hong Kong with limited liability on June 27, 1989, which is wholly-owned by Mr. Wong
“Kampery F&B”	Kampery F&B Services Limited, a company incorporated in Hong Kong with limited liability on August 13, 1997, which is a subsidiary of Kampery Development
“Linden Tree”	Linden Tree Consultancy Limited (菩提樹顧問有限公司), a company incorporated in Hong Kong with limited liability on May 20, 2013, which is an indirect wholly-owned subsidiary of our Company
“Listing”	the listing of the Ordinary Shares on NASDAQ
“Mr. Cui”	Mr. Cui Qing, an Independent Third Party
“Mr. Wong”	Mr. Wong Ka Wo, Simon, Chairman, executive Director and a controlling shareholder of our Company

6

“Ms. Cheuk”	Ms. Cheuk Fung Ting, Chief Executive Officer, executive Director and a controlling shareholder of our Company
“MTR”	mass transit railway in Hong Kong
“NASDAQ”	NASDAQ Stock Market
“OG Wholesales”	OG Wholesales Holding Limited, a BVI business company incorporated in the BVI with limited liability on December 20, 2018, which is a direct wholly-owned subsidiary of our Company
“Operating Subsidiaries”	Organic Gardens, GDD Hong Kong and Linden Tree
“Ordinary Shares”	share(s) with par value of US$0.001 per share in the share capital of our Company
“Organic Gardens”	Organic Gardens International Limited (慈康農圃(國際)有限公司), a company incorporated in Hong Kong with limited liability on March 3, 1999, which is an indirect wholly-owned subsidiary of our Company
“Paypal”	an online payment system that supports online money transfers
“POS”	point of sale, being the point where a transaction is finalized or the moment where a customer tenders payment in exchange for goods and services
“Pre-IPO Investors”	collectively, Mr. Cui and Unicorn
“Registration Statement”	the registration statement we have filed with the SEC (as defined below) relating to this offering of which this prospectus forms a part
“Regulation S”	Regulation S under the U.S. Securities Act
“RMB” or “Renminbi”	Renminbi, the lawful currency of the PRC
“Sarbanes Oxley Act”	The Sarbanes-Oxley Act of 2002
“SEC”	the United States Securities and Exchange Commission
“Selling Shareholders”	collectively WKW Investment and CFT Investment (as to [●] Ordinary Shares by WKW Investment and [●] Ordinary Shares by CFT Investment)
“Task Wing”	Task Wing Enterprises Limited (德榮企業有限公司), a company incorporated in Hong Kong with limited liability on July 7, 1992, which is wholly-owned by Mr. Wong
“Track Record Period”	the period comprising the two years ended December 31, 2019 and 2020 and the ten months ended October 31, 2021
“Unicorn”	Unicorn Strategies Management Limited, a company incorporated in the BVI and wholly-owned by an Independent Third Party
“U.S.”, “United States” or “US”	the United States of America
“US$” or “U.S. dollars”	United States dollars, the lawful currency of the United States of America
“U.S. GAAP”	the generally accepted accounting principles in the United States
“U.S. Securities Act”	the United States Securities Act of 1933, as amended
“WKW Investment”	WKW Investment Limited, a BVI business company incorporated in the BVI with limited liability on 20 December 2018 and wholly-owned by Mr. Wong and together with CFT Investment are our Controlling Shareholders
“%”	per cent

7

PROSPECTUS SUMMARY

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

Overview

We are a Hong Kong based retailer principally engaged in the sale of natural and organic food under our “Greendotdot” brand. Our Group’s history can be traced back to 1999 when Mr. Wong and Ms. Cheuk started the business of marketing natural and organic foods. The same year, we launched our first retail store with the objective to introduce quality products from local and overseas suppliers to our customers. Over the years, we have been building our “Greendotdot” brand by sourcing, procuring, marketing and selling a wide variety of quality products, which can be broadly classified into (i) packaged foods; (ii) fresh foods; (iii) frozen foods; and (iv) other products such as honey, beverages, edible oils, seasonings and other non-food items.

According to the Frost & Sullivan Report, our Group ranked as the second largest natural and organic food retail chain in Hong Kong in terms of our revenue, translating to a market share of approximately 8.2% in the natural and organic food market in Hong Kong in 2021.

Our Competitive Strengths

Established brand recognition and market position in the growing natural and organic food market

We believe we have a proven business track record and have established strong brand recognition. Since our establishment in 1999 and over the years, our brand “Greendotdot” has been recognized as a reputable brand in the market through our consistent efforts. We consider that the brand image of “Greendotdot”, which we believe is associated by the public with quality and reliable natural and organic products, has reinforced our customers’ confidence in our products. We believe our brand reputation and influence differentiate us from our competitors and have led to our popularity and customer loyalty.

With local consumers’ increasing awareness of the benefits of a healthy diet and knowledge about natural and organic foods, we believe the natural and organic food market will continue to expand. According to the Frost & Sullivan Report, the natural and organic food market in Hong Kong is expected to grow at CAGR of 13.7% and reach HK$3,811.8 million by the end of 2026. With our brand recognition and customers’ confidence in our products, we believe it will place us in a favorable position to further capture demand in the growing market.

Our ability to identify and vet quality suppliers and our established relationships with existing suppliers

Our suppliers consist of brand owners and manufacturers throughout the world, as well as local suppliers in Hong Kong. In order to enrich our product range and product portfolio, we maintain stable relationships with our existing suppliers and proactively identify new suppliers by regularly attending international trade fairs, exhibitions and business missions which provides us extensive procurement networks and diversified supplier contacts.

Our Group has implemented a stringent vetting process to assess the suitability and quality of our suppliers and conduct business review and evaluation on our suppliers on a continual basis. As of December 31, 2021, we had over 150 suppliers on our approved suppliers list. Given that we have developed and maintained a diverse supplier base on our internal list of approved suppliers, we are able to predict changes in product trends effectively and capture the preemptive opportunities to source a wide variety of quality and distinctive products originating from various countries. The stable relationships we maintain with our suppliers enable our Group to create and foster long term relationships with our suppliers which contribute to the success of our Group.

8

Established sales channels supported by effective marketing and promotion initiatives

We have a diversified portfolio of over 600 products available and we have established various sales channels to ensure our products reach an extensive customer base. Our sales channels include (i) retail sales via our retail stores in Hong Kong, online sales platforms and exhibitions; (ii) consignment sales through supermarkets and department stores; and (iii) wholesale sales to bulk-purchase customers. As of December 31, 2021, we operated a chain of 23 retail stores in Hong Kong under our brand “Greendotdot”, strategically located in Metrorail stations, residential areas or shopping complexes, which are prime locations with high pedestrian traffic.

In addition, we also implement multi-dimensional marketing and promotion initiatives to target a large customer base and to deepen market penetration for our products. We closely follow market information and formulate marketing and promotion strategies in order to adapt to the fast changing trends of the market and customer tastes. Our marketing and promotion initiatives include placing advertisements through various media and channels including newspaper, internet and social media. We also adopt a variety of other advertising methods, including direct mailing, joint promotions with other brands, in-store promotions and promotions at exhibitions. Moreover, we provide training for our sales personnel to ensure they are well-equipped with the relevant features and health information about our products to effectively promote them to our customers.

We believe our established sales channels, supported by our effective marketing and promotion initiatives, provide us with a solid foundation to further increase the market share of our products, strengthen our brand recognition and enhance our competitiveness.

Experienced management team with a proven track record

The members of our senior management team have extensive experience in the natural and organic food industry. Both Mr. Wong and Ms. Cheuk, our executive Directors, have extensive industry experience and possess in-depth knowledge in the management and operation of natural and organic food retailer business. Mr. Wong, our Chairman and executive Director, oversees the general management and formulates business strategies of our Group. Ms. Cheuk, our Chief Executive Officer and executive Director, manages our Group’s overall operation and coordinates with various departments in the procurement process, inventory management, quality control and marketing strategies implementations. Our Directors believe that our continued growth is attributable to the unique vision on market trends and vast knowledge on latest product information possessed by our experienced management team, which enable our Group to comprehend with the changing product trends effectively and continually. Our management team is responsible for overseeing different aspects of our operation including procurement, warehouse and transportation management, operation and marketing. For more details and the biographies of our Directors and senior management, see “Directors, Senior Management and Employees”.

Our growth strategy

Our Group has formulated the following business strategies to further enhance our market position in the natural and organic food industry and to continue our business expansion:

● Expand and reinforce our retail network by setting up new retail stores and refurbishing existing retail stores;

● Develop our probiotic business;

● Enhance our brand recognition;

● Enhance our existing Food Factory;

● Upgrade our information technology systems; and

● Explore new business opportunities, including acquisitions.

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Risks and Challenges

Investing in our Ordinary Shares involves risks. The risks summarized below are qualified by reference to “Risk Factors” beginning on page 19 of this Prospectus, which you should carefully consider before making a decision to purchase Ordinary Shares. If any of these risks actually occurs, our business, financial condition or results of operations would likely be materially adversely affected. In such case, the trading price of our Ordinary Shares would likely decline, and you may lose all or part of your investment.

These risks include but are not limited to the following:

Risks Relating to Doing Business in the Jurisdictions in which the Operating Subsidiaries Operate

Risks and uncertainties relating to doing business in the jurisdiction in which the Operating Subsidiaries operate, beginning on page 27 of this prospectus, include but are not limited to the following:

● All of the Operating Subsidiaries operations are in Hong Kong. However, due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of such business and may intervene in or influence such operations at any time, which could result in a material change in the operations of the Operating Subsidiaries and/or the value of our Ordinary Shares. Changes in the policies, regulations, rules, and the enforcement of laws, rules and regulations of the Chinese government may occur quickly with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory regime cannot be certain.

● If the Chinese government chooses to exert more oversight and control over securities offerings that are conducted overseas and/or foreign investment in China-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and may cause the value of our Ordinary Shares to significantly decline or be worthless.

● We may become subject to a variety of PRC laws and other obligations regarding data security, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition, results of operations and prospects.

● The Hong Kong legal system is uncertain which could limit the legal protections available to our operating subsidiaries.

● The Hong Kong regulatory requirement of prior approval for the transfer of shares in excess of a certain threshold may restrict future takeovers and other transactions.

Risks related to our Ordinary Shares:

● An active trading market for our Ordinary Shares may not be established or, if established, may not continue and the trading price for our Ordinary Shares may fluctuate significantly. The public offering price for our shares in this offering was determined by negotiation between us and the representative of the underwriter based upon several factors, and we can provide no assurance that the trading price of our shares after this offering will not decline below the public offering price. As a result, investors in our shares may experience a significant decrease in the value of their shares.

● We may not maintain the listing of our Ordinary Shares on Nasdaq which could limit investors’ ability to transact in our Ordinary Shares and subject us to additional trading restrictions. In order to continue listing our shares on Nasdaq, we must maintain certain financial and share price levels, which we may be unable to meet. If Nasdaq delists our Ordinary Shares and we are unable to list our shares on another national securities exchange, we expect our shares could be quoted on an over-the-counter market in the United States causing investors and us to face significant material adverse consequences, such as reduced liquidity in our Ordinary Shares, our decreased ability to obtain additional financing and limited availability of market quotations of our Ordinary Shares.

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● Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return on your investment. We currently intend to retain all of our available funds and any future earnings after this offering to fund the development and growth of our business. Therefore, you should not rely on an investment in our shares as a source for any future dividend income. There is no guarantee that our Ordinary Shares will appreciate in value after this offering or even maintain the price at which you purchased our shares. You may not realize a return on your investment in our shares and you may even lose your entire investment.

● Because our public offering price per share is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution. You will experience immediate and substantial dilution of US$[●] per share, representing the difference between our as adjusted net tangible book value per share of US$[●] as of June 30, 2021, after giving effect to the net proceeds to us from this offering, assuming no change to the number of shares offered by us as set forth on the cover page of this prospectus and an assumed public offering price of US$[●] per share.

● As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards. Our audit committee is required to comply with the provisions of Rule 10A-3 of the Exchange Act, which is applicable to U.S. companies listed on Nasdaq. Therefore, we intend to have a fully independent audit committee upon effectiveness of the registration statement of which this prospectus is a part, in accordance with Rule 10A-3 of the Exchange Act. However, because we are a foreign private issuer, our audit committee is not subject to additional Nasdaq corporate governance requirements applicable to listed U.S. companies, including the requirements to have a minimum of three members and to affirmatively determine that all members are “independent,” using more stringent criteria than those applicable to us as a foreign private issuer.

● You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law. Our corporate affairs are governed by our Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against our directors and us, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States, which provide significantly less protection to investors. In addition, shareholders in Cayman Islands companies may not have the standing to initiate a shareholder derivative action on behalf of a Cayman’s Island company in a federal court of the United States. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

● Certain judgments obtained against us by our shareholders may not be enforceable. Substantially all of our assets are located outside of the United States. In addition, all of our current directors and officers are nationals and residents of countries other than the United States and substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

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● We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements applicable to other public companies that are not emerging growth companies. Most significantly this includes not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important. We will also not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period, although we have early adopted certain new and revised accounting standards based on transition guidance permitted under such standards. As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.

● We are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies. Certain of these exemption provisions are: (i) rules under the Exchange Act requiring the filing of quarterly reports or current reports with the SEC or the solicitation of proxies; and (ii) sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities. We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of Nasdaq. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you if you were investing in a U.S. domestic issuer.

● Our controlling shareholders have substantial influence over the Company. Their interests may not be aligned with the interests of our other shareholders, and it could prevent or cause a change of control or other transactions. Our controlling shareholders could control the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions, including the power to prevent or cause a change in control. The interests of our largest shareholders may differ from the interests of our other shareholders

● Our Ordinary Shares may be prohibited from trading. Our Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act (the “HFCA Act”), if the Public Company Accounting Oversight Board (the “PCAOB”) is unable to inspect our auditors for three consecutive years beginning in 2021. The delisting of our Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. If securities or industry analysts do not publish research or reports about our business causing us to lose visibility in the financial markets or if they adversely change their recommendations regarding our Ordinary Shares, the market price for our Ordinary Shares and trading volume could decline. The trading market for our shares will be influenced by research or reports that industry or securities analysts publish about our business.

Holding Foreign Companies Accountable Act (the “HFCA Act”)

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

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

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On June 22, 2021, the U.S. Senate passed a bill which, if passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two years.

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

On December 16, 2021, PCAOB announced the PCAOB HFCA Act determinations (the “PCAOB determinations”) relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong.

Our auditor, JP CENTURION & PARTNERS PLT, the independent registered public accounting firm that issues the audit report included in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess JP CENTURION & PARTNERS PLT’s compliance with applicable professional standards. JP CENTURION & PARTNERS PLT is headquartered in Malaysia and has been inspected by the PCAOB on a regular basis, with the last inspection in [●]. Therefore, we believe that, as of the date of this prospectus, our auditor is not subject to the PCAOB determinations. See “Risk Factors — Risks Relating to Our Ordinary Shares and this Offering — Our Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act (the “HFCA Act”), if the Public Company Accounting Oversight Board (the “PCAOB”) is unable to inspect our auditors for three consecutive years beginning in 2021. The delisting of our Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment” on page [●]. We cannot assure you whether Nasdaq or other regulatory authorities will apply additional or more stringent criteria to us. Such uncertainty could cause the market price of our Ordinary Shares to be materially and adversely affected.

Recent Regulatory Development in the PRC

Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on certain activities in the securities market, enhancing supervision over Chinese-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement.

For example, on June 10, 2021, the Standing Committee of the National People’s Congress enacted the PRC Data Security Law, which took effect on September 1, 2021. The law requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security.

On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on certain activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over Chinese-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

On August 20, 2021, the 30th meeting of the Standing Committee of the 13th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China”, or “PRC Personal Information Protection Law”, which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of China that is carried out outside of China where (1) such processing is for the purpose of providing products or services for natural persons within China, (2) such processing is to analyze or evaluate the behavior of natural persons within China, or (3) there are any other circumstances stipulated by related laws and administrative regulations.

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

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

Our Operating Subsidiaries may collect and store certain data (including certain personal information) from our clients, who may be PRC individuals, in connection with our business and operations and for “Know Your Customers” purposes (to combat money laundering). Given that (1) our Operating Subsidiaries are incorporated in Hong Kong or the BVI and are located in Hong Kong, (2) we have no subsidiary, VIE structure or any direct operations in mainland China, and (3) pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC 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 defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong), we do not currently expect the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law and the Draft Overseas Listing Regulations to have an impact on our business, operations or this offering, as we do not believe that any of our Operating Subsidiaries would be deemed to be an “Operator” that is required to file for cybersecurity review before listing in the United States, because (i) our Operating Subsidiaries were incorporated in Hong Kong and the British Virgin Islands and operate in Hong Kong without any subsidiary or VIE structure in mainland China and each of the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law and the Draft Overseas Listing Regulations remains unclear whether it shall be applied to a company based in Hong Kong; (ii) as of date of this prospectus, our Operating Subsidiaries have in aggregate collected and stored personal information of less than one million users; (iii) all of the data our Operating Subsidiaries have collected is stored in servers located in Hong Kong; and (iv) as of the date of this prospectus, none of our Operating Subsidiaries have been informed by any PRC governmental authority of any requirement that it files for a cybersecurity review or a CSRC review.

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However, since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our Operating Subsidiaries, their respective abilities to accept foreign investments and the listing of our Ordinary Shares on U.S. or other foreign exchanges. There remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations. If the Draft Overseas Listing Regulations are adopted into law in the future and become applicable to our Operating Subsidiaries, if any of our Operating Subsidiaries is deemed to be an “Operator”, or if the Measures for Cybersecurity Review (2021) or the PRC Personal Information Protection Law becomes applicable to our Operating Subsidiaries, the business operation of our Operating Subsidiaries and the listing of our Ordinary Shares in the United States could be subject to the CAC’s cybersecurity review or CSRC Overseas Issuance and Listing review in the future. If the applicable laws, regulations, or interpretations change and our Operating Subsidiaries become subject to the CAC or CSRC review, we cannot assure you that our Operating Subsidiaries will be able to comply with the regulatory requirements in all respects and our current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities. If our Operating Subsidiaries fail to receive or maintain such permissions or if the required approvals are denied, our Operating Subsidiaries may become subject to fines and other penalties which may have a material adverse effect on our business, operations and financial condition and may hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.

Additionally, due to long arm provisions under the current PRC laws and regulations, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China. We are also subject to the risks of uncertainty about any future actions the Chinese government or authorities in Hong Kong may take in this regard.

Should the Chinese government choose to exercise significant oversight and discretion over the conduct of our business, they may intervene in or influence our operations. Such governmental actions:

● could result in a material change in our operations;

● could hinder our ability to continue to offer securities to investors; and

● may cause the value of our Ordinary Shares to significantly decline or be worthless.

Corporate Information

We were incorporated in the Cayman Islands on December 24, 2018. Our registered office in the Cayman Islands is at Genesis Building, 5/F, Genesis Close, PO Box 446, Cayman Islands, KY1-1106. Our principal executive office is at Flat 2-3, 4/F, Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, New Territories, Hong Kong. Our telephone number is +852 3181 4488. Our website address is www.greendotdot.com. The information contained on our website does not form part of this prospectus. Our agent for service of process in the United States is Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, New York 10168.

Because we are incorporated under the laws of the Cayman Islands, you may encounter difficulty protecting your 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.

Implications of Being a “Controlled Company”

Upon completion of this offering, WKW Investment and CFT Investment, our controlling shareholders, will be the beneficial owners of an aggregate of [●] Ordinary Shares and [●] Ordinary Shares, respectively, which will represent 50.89% and 12.06%, respectively, of the then total issued and outstanding Ordinary Shares. As a result, we will be a “controlled company” within the meaning of the Nasdaq Stock Market Rules and therefore eligible for certain exemptions from the corporate governance requirements of the Nasdaq listing rules. If we cease to be a foreign private issuer, we intend to rely on these exemptions.

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Implications of Our Being an Emerging Growth Company

As a company with less than US$1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include:

● being permitted to provide only two years of selected financial information (rather than five years) and only two years of audited financial statements (rather than three years), in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s 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.

We may take advantage of these reporting exemptions until we are no longer an emerging growth company. We will remain an emerging growth company until the earliest of (1) the last day of the fiscal year in which the fifth anniversary of the completion of this offering occurs, (2) the last day of the fiscal year in which we have total annual gross revenue of at least US$1.07 billion, (3) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which means the market value of our Ordinary Shares that are held by non-affiliates exceeds US$700.0 million as of the prior December 31 and (4) the date on which we have issued more than US$1.0 billion in non-convertible debt during the prior three-year period. We may choose to take advantage of some, but not all, of the available exemptions. We have included two years and ten months of selected financial data in this prospectus in reliance on the first exemption described above. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock.

Implications of Our Being a Foreign Private Issuer

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

● the sections of the Exchange Act regulating the solicitation of proxies, consents 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 of time; and

● the rules under 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 other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.

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

In addition, as a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq corporate governance listing requirements. These practices may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance listing requirements of Nasdaq. Following this offering, we will rely on home country practice to be exempted from certain of the corporate governance requirements of Nasdaq, such that a majority of the directors on our board of directors are not required to be independent directors, our audit committee is not required to have a minimum of three members and neither our compensation committee nor our nomination committee is required to be comprised entirely of independent directors.

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The Offering

Offering Price	The initial public offering price will be US$[●] per Ordinary Share.
Ordinary Shares offered by us	[●] Ordinary Shares
Ordinary Shares offered by the Selling Shareholders	[●] Ordinary Shares (as to [●] Ordinary Shares by WKW Investment and [●] Ordinary Shares by CFT Investment)
Ordinary Shares issued and outstanding prior to this offering	[●] Ordinary Shares
Ordinary Shares to be issued and outstanding immediately after this offering	[●] Ordinary Shares
Use of proceeds	We currently intend to use the net proceeds from this offering (i) to set up new retail stores and refurbish existing retail stores; (ii) to develop our probiotics business; (iii) to enhance our brand recognition; (iv) to enhance our existing Food Factory; (v) to repay loans from our controlling shareholders for the costs and expenses incurred by our Company in connection with a listing of our Ordinary Shares; (vi) to upgrade our information technology systems; (vii) to repay bank borrowings and other loans; (viii) for business development (including acquisitions); and (ix) for general working capital and corporate purpose. We will not receive any proceeds from the sale of Ordinary Shares by the Selling Shareholders.
Dividend policy	We do not intend to pay any dividends on our Ordinary Shares for the foreseeable future. Instead, we anticipate that all of our earnings, if any, will be used for the operation and growth of our business. See “Dividends and Dividend Policy” for more information.
Lock-up	We, each of our directors and executive officers and our principal shareholders, except for the Selling Shareholders with respect to their Ordinary Shares sold in this offering, have agreed, subject to certain exceptions, for a period of 12 months 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 dispose of, directly or indirectly, any Ordinary Shares or any other securities convertible into or exercisable or exchangeable for Ordinary Shares, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares. See “Shares Eligible for Future Sale” and “Underwriting—Lock-Up Agreements.”
Risk factors	Investing in our Ordinary Shares involves risks. See “Risk Factors” beginning on page 19 of this prospectus for a discussion of factors you should carefully consider before deciding to invest in our Ordinary Shares.
Listing	We have applied for the listing of the Ordinary Shares on the Nasdaq Capital Market.
Proposed trading symbol	[●]
Transfer agent	VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598; telephone: 212-828-8436, toll-free: 855-9VSTOCK; facsimile: 646-536-3179
Payment and settlement	The underwriters expect to deliver the Ordinary Shares against payment therefor through the facilities of the Depository Trust Company on [●], 2022.

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SUMMARY FINANCIAL DATA

You should read the following summary financial data together with our financial statements and the related notes appearing at the end of this prospectus, “Selected Consolidated Financial and Other Data,” “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We have derived the financial data for the ten months ended October 31, 2021 from our unaudited condensed financial statements appearing elsewhere in this Prospectus. We have derived the financial data for the years ended December 31, 2020 and 2019 from our audited financial statements included in this prospectus.

Results of Operations Data:

	For the periods ended October 31,						For the years ended December 31,
	2020		2021		2021		2019		2020		2020
	HKD’000		HKD’000		US$’000(1)		HKD’000		HKD’000		US$’000
Revenues		146,181		137,378		17,615		156,393		172,809		22,158
Net income		15,500		6,053		779		5,890		12,427		1,592
Net income per share attributable to ordinary shareholders		1,550		605		78		589		1,243		159
Weighted average number of Ordinary Shares outstanding		10,000		10,000		10,000		10,000		10,000		10,000

Balance Sheet Data:

	As of October 31,				As of December 31,
	2021		2021		2019		2020		2020
	HKD’000		USD’000(1)		HKD’000		HKD’000		US$’000(2)
Cash and cash equivalents		1,985		255		16,423		26,683		3,421
Working capital
Total assets		130,658		16,754		92,815		119,649		15,341
Total liabilities		93,989		12,050		74,626		89,033		11,416
Total shareholders’ equity		36,669		4,704		18,189		30,616		3,925

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RISK FACTORS

Investing in our Ordinary 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 our Company. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our Ordinary Shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or part of your investment.

RISKS RELATING TO OUR BUSINESS

Our business depends significantly on the market recognition of our “Greendotdot” brand.

We believe that our business growth depends significantly on our brand name of “Greendotdot” and the reputation for trustworthy and quality products associated with our brand. We believe that the market recognition of our brand plays a vital role in influencing consumer decisions in purchasing our products and our continued growth will depend largely on our ability to protect and enhance the value of our brand. We have invested significant effort and resources to establish brand recognition through various channels and have received various awards and recognitions. As we continue to expand our sales network, our ability to market, protect and enhance our brand will remain critical to the success of our business. Any incident that erodes consumer trust in our brand could significantly reduce our brand value and hence affect our business, results of operations and prospects.

Our quality control system to detect defective products may fail and render the products we supply susceptible to food safety issues.

Maintaining the quality and food safety of our products is critical to our operations. Our quality control measures on food safety may not be effective at all times and/or we may be subject to product recall or product liability claims due to deficiencies in product quality, product contamination or other food safety issues. Any failure in our quality control system may lead to our Group being subject to product recalls or product liability claims if our products sold are found to be defective, unfit for consumption or causing illness. There may be circumstances that our products are rendered unfit for consumption due to food ingredient or product contamination, illegal tampering of products by unauthorized third parties or other problems arising during various stages of production, procurement, transportation or storage processes, where we may be required to recall our products. In the event there are quality or food safety issues relating to our products, we may receive complaints and even be involved in legal actions or proceedings. Additional costs may be incurred, and our results of operations and financial performance may be affected.

Our market share and results of operations could be adversely affected if we are unable to respond effectively to changes in consumer preferences and needs.

As of December 31, 2021, we offered over 600 products in our product portfolio that enables us to attract a diverse range of customers. We may fail to anticipate, identify or respond to changes in consumer preferences and needs on a timely basis, and we may be unable to gain market receptiveness and market share for our products. Consumer preferences and demands for products and brands change from time to time for various reasons, such as the emergence of competitive products and brands where our competitors may be able to introduce that are more appealing to consumers, or a general decrease in demand for certain products sold by us. Our success depends in large part on our customers’ continued belief that food made with high-quality and organic ingredients is worth the prices we charge relative to the lower costs of some of our competitors. Our inability to educate our customers about the quality of our products or their rejection of our pricing approach could result in decreased demand for our products. Any change in consumer preferences could require us to change our pricing, marketing or promotional strategies. Any change in our strategy or any failure to respond effectively to changes in consumer preferences and needs, could adversely affect our business and results of operations.

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Our success depends on our key management personnel and our business may be harmed if we lose their services.

Our success depends on the ability and contribution of our key management personnel. Mr. Wong, our Chairman and executive Director, has approximately 30 years managerial experience in the catering industry. Ms. Cheuk, our chief executive officer and executive Director, has approximately 30 years’ experience in marketing and management. See “Management” for details.

Our key management personnel possess extensive knowledge of the industry. Since the founding of our Group, our management team has built up good reputation and established amicable business relationship with our suppliers and customers. In the event that any key management personnel resigns or terminates their employment agreement, we may be unable to recruit eligible new management personnel with comparable industry experience and knowledge in a timely manner or at all. Any failure to attract, retain or motivate these key management personnel may affect our business relationships with our suppliers and customers, and hence affect our results of operations and financial performance.

We are exposed to risks relating to the commercial real estate rental market, including unpredictable and potentially high occupancy costs.

We lease or license all the properties for our retail stores in Hong Kong. We also lease properties for our office, Food Factory and warehouse. As of December 31, 2021, we leased 25 properties for use as retail stores, office, Food Factory and warehouse in Hong Kong. Accordingly, occupancy costs account for a considerable portion of our operating expenses. For the years ended December 31, 2019 and 2020 and the ten months ended October 31, 2021, our total property rental costs; which included the lease charges and variable rental payments in respect of the leased properties, amounted to approximately HK$17,192,000, HK$13,660,000 and HK$14,363,000, respectively, representing 11.0%, 7.8% and 10.4% of our revenue during the respective periods. Our substantial leased properties expose us to risks, such as increasing our vulnerability to adverse economic conditions, including but not limited to those resulting from COVID-19 and limiting our ability to obtain additional financing and reducing our cash available for other purposes. In addition, we need to compete with other competitors for quality sites in a highly competitive market for retail premises. If we are unable to secure desirable retail store locations or secure renewals of existing leases on commercially reasonable terms, our business, results of operations and ability to implement our growth strategy will be adversely affected. Notwithstanding the outbreak of COVID-19, there has been a positive impact on customers to purchase our products from our retail stores during the pandemic. In trying to achieve a zero COVID policy, the Hong Kong Government had at times imposed certain “dine out” and “dine-in hours” restrictions on the maximum number of persons and times of those who are permitted to dine at a table in a restaurant. Such precautionary measures imposed by the Hong Kong Government has led to a large number of customers avoiding dining out and as a result, has resulted in many customers purchasing our products for home dining. Report of such measures would have an adverse effect on our business results of operations and prospects.

The leases for our leased properties typically have an initial term ranging from one to three years. If such lease agreement is not renewed, or is not renewable at a reasonable rate, we will have to close or relocate our retail stores, which would eliminate the sales that the retail stores would have contributed to our revenue during the period of closure, and subject us to relocation and other costs. In addition, the revenue and any profit generated at any relocated retail store may be less than the revenue and profit previously generated at the closed retail stores and hence affecting our results of operations.

Any disruption to the supply of products, food ingredients or packaging materials could adversely affect our results of operations.

Our production requires stable supply of natural and organic food ingredients and packaging materials. Our ability to ensure consistent quality and maintain our product offerings depends upon our ability to source and procure quality products from reliable sources in accordance with the requisite standards and certifications. In particular, we rely on our suppliers to supply us food ingredients such as grains and food powder. Some of the food ingredients we used are imported from overseas countries and may be subject to various regulatory requirements, procedures and import duties. We may experience shortages in the supply of certain food ingredients in the future due to various unforeseeable events including detrimental climate conditions such as snow storms, heavy rains and droughts, which could materially and adversely affect our production and results of operations. We experienced shipment delays for certain products as global shipping logistics had at times been affected by the COVID-19 pandemic.

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Furthermore, we are vulnerable to the increases in prices of food ingredients. The prices of food ingredients are determined principally by market forces and our bargaining power against our suppliers, which may also fluctuate as a result of exchange rate, inflation or such other factors beyond our control. We may be unable to shift such increases to our customers. Moreover, we may lose our competitiveness if the prices of our products increase significantly. In the past 12 months, we had experienced an approximate 3% to 5% increase in the costs of food ingredients.

Our operation may be adversely affected by the disruption of logistics services or poor handling of products by third party logistics service providers.

We rely on third party logistics service providers to provide a range of transportation and logistics services, including delivery of products, some of which are perishable, to our retail stores, consignees’ stores, Food Factory, warehouse and/or our customers. Any failure to provide on-time delivery, or failure to maintain good conditions of our products during delivery may have a material adverse impact on our business operation and our reputation. In such event, we may be unable to seek full recourse against the logistics service providers in default under the terms of the service contract or enforce in full any judgement obtained.

We are exposed to risk for our sales through consignees as we lack control over them.

For the two years ended December 31, 2019 and 2020 and the ten months ended October 31, 2021, we sold a certain amount of products by way of consignment. Most of our consignees sell products offered by other retailers that may compete directly with our products, which may, in certain circumstances, hinder or impact our consignees’ ability or incentive to maximize sales of our products. If we fail to maintain our relationships with a significant number of consignees or if our consignees fail to operate successfully to distribute our products, our ability to effectively sell our products could be negatively impacted.

We cannot assure you that our consignees will continue the consignment arrangement with us, whether on similar terms as the existing arrangements or at all, and the termination or unfavorable change in the terms of such arrangements may significantly affect our business and results of operations. There is also no assurance that our consignees will strictly adhere to the terms and conditions under our sales and consignment agreements. Any wrongdoing of the consignees or their employees may harm our business or give rise to product liability claims or customer complaints against us.

In addition, some of the consignees such as supermarkets, may have significant bargaining power with respect to their purchases from us. If the sales volumes of our products to the consumers are not maintained at a satisfactory level, our consignees may not place orders for products with us. If we are unable to successfully provide appropriate marketing, pricing strategy and sales incentive to these consignees, our product availability and sales could be adversely affected. The loss of sales of any of our products through consignees could have an adverse effect on our business and results of operations.

Significant portions of our inventory are perishable and vulnerable to spoilage and other loss.

Our operations involve storage and stocking of a wide range of products with limited shelf life, including fresh fruits and vegetables. Due to unexpected material fluctuations or abnormalities in the supply and demand of our products or change in consumers’ preferences or introduction of new products in the market, we may experience decrease in demand and overstocking of our products. Our products may also be returned by our customers in large quantities due to, among other things, product quality issues or delayed or incorrect delivery, resulting in shelving of products that may increase the risk of obsolescence.

In addition, certain of our products require specific handling throughout the supply chain. For instance, temperature control is required in our retail stores or during the transportation of frozen foods in order to maintain the safety and quality of such products. Any unexpected and adverse changes in the optimal storage conditions or poor handling of products may cause damage or result in deterioration or contamination to our products. Our consignees may also be unable or unwilling to provide us with information in relation to their inventory levels and sales of our products in a timely manner, and hence limiting our ability in accurately tracking our inventory level of our consignees. As such, any of the aforesaid events may result in an increased risk of inventory obsolescence.

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Our business operation could be adversely affected by labor shortages or increase in staff costs.

We believe hiring, training and retaining qualified employees are critical to our success. The nature of our business generally requires the sales personnel at our retail stores to have sufficient knowledge to promote our products to customers. We also need employees to station at our warehouse facilities to receive delivery of products from our suppliers, manage our inventory and repackage certain food items. Any difficulty to employ and retain experienced sales personnel in retail stores and employees in warehouses may have a material adverse impact on our overall operations. When there is a shortage of labor in the market and the implementation of the statutory minimum wage policy, we may be required to pay higher wages to compete for suitable and qualified employees which could result in higher staff costs. We cannot assure that we will be able to hire and retain sufficient suitable employees and/or shift the burden of increased staff costs to our customers, in which case our profit margins and results of operations may be adversely affected. We did not have any material labor shortages during the two years ended December 31, 2020 and the 10 months ended October 31, 2021, but any such shortages in the future, whether related to COVID-19 or otherwise, could have a material and adverse effect on our business, results of operations and prospects.

Any failure to obtain or renew approvals, licenses and permits required for our operations could materially and adversely affect our business and results of operations.

Our business is regulated by various laws and regulations in Hong Kong, which, among other things, require us to complete certain registrations and to obtain various licenses and certificates for our operations. For details, see “Regulatory Environment”.

Most of the licenses needed for our operations are subject to examinations or verifications by relevant authorities and are valid only for a fixed period of time, subject to renewal and accreditation. Compliance with the relevant laws and regulations may require substantial expenses, and any non-compliance of such laws and regulations may expose us to liabilities. In case of any non-compliance, we may have to incur significant expenses and divert substantial management time to remedy any deficiencies. We may experience difficulties or failures in obtaining the necessary approvals, licenses and permits for our new retail stores. In addition, there can be no assurance that we will be able to obtain or renew all of the approvals, licenses and permits required for our existing business operations upon expiration in a timely manner or at all. If we cannot obtain or maintain all licenses required by us to operate our business, planned new business operations and expansion may be delayed and our ongoing business could be interrupted. We may also be subject to prosecutions and penalties.

We are subject to risk of uncertainties of our future plans to expand to new geographic areas and offer new products.

A part of our expansion plan is to expand the geographic coverage of our retail network. To implement our expansions, we intend to rent and renovate new retail stores, add equipment to new retail stores and hire additional staff to support the operations. Accordingly, our overall operating costs will increase substantially due to the anticipated rental and related cost, renovation and time cost in relation to the setting up of new retail stores and the consequential increase in the number of employees. It is expected that additional costs will be incurred for opening new retail stores. The anticipated benefits to be generated from our expansion plans, such as increase in revenue, may not be as significant as expected due to factors beyond our control, such as the general market conditions, the continued impact of COVID-19, the performance of the industry, and the economic and political environment in Hong Kong. Such factors may cause a delay in realizing the benefits of our expansion plan and hence, our financial performance, in particular our profitability, may be adversely affected. In addition, there is also no assurance that our future plans will materialize, or be completed by the predetermined timeframe, or that our objectives will be fully or partially achieved.

Additionally, expanding into more diverse new products and offerings and increased number of products involve new risks and challenges. Our lack of familiarity with new products and services and lack of relevant user data relating to these new offerings may make it more difficult for us to anticipate user demand and preferences. We may misjudge user demand and the potential profitability of a new product or service. We may find it more difficult to inspect and control quality and ensure proper handling, storage, and delivery of new products. We may experience higher return rates on new products, user complaints about new products and services, and costly liability claims as a result of selling such products and services, any of which would harm our brand and reputation as well as our results of operations. It may be difficult for us to achieve profitability in the new product or service categories and our profit margin, if any, may be lower than we anticipate or have experienced historically, which would adversely affect our results of operations. We cannot assure you that we will be able to recoup our investments in introducing any new product and service categories.

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We do not maintain backup facilities, and our business operations may be disrupted by natural disaster or events beyond our control.

We are entirely dependent upon our Food Factory located in Kwai Chung, Hong Kong, and we do not maintain backup facilities. In the event of an earthquake, fire, flood or other natural disaster, localized extended outage of critical utilities or transportation systems, terrorist attack or other events that limit our ability to operate these facilities, we may have to incur substantial additional expenses to relocate our Food Factory, repair or replace the damaged equipment or facilities. We be unable to supply products to our consignees, customers and retail stores in which case our business, results of operations and financial condition would be adversely impacted.

Our measures taken to prevent intellectual property infringement may be insufficient.

As of December 31, 2021, we have registered the trademarks associated with the logo and brand name of “Greendotdot” in Hong Kong. Any occurrence of counterfeiting or imitation could negatively impact our reputation and brand name, and could result in a reduction of our market share, cause a long-term or even permanent decline in our sales and profitability as well as increasing our administrative costs in respect of detection and enforcement of our intellectual property rights.

We consider our trademarks, brand name and other intellectual property to be material for our business. Preventing intellectual property infringement is difficult, costly and time-consuming. Continued unauthorized use of our intellectual properties by unrelated third parties may damage our reputation and brand image. The measures we have taken to protect our trademarks and other intellectual property rights may not be adequate to prevent unauthorized use of our intellectual properties by unrelated third parties. If we are unable to adequately protect our trademarks and other intellectual properties, our brand image may be harmed and our results of operations may suffer as a result.

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

Prior to this offering, we were a private company with limited accounting personnel. Furthermore, prior to this offering, our management has performed only limited assessments of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm had not conducted an audit of our internal control over financial reporting. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud.

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

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

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During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify material weaknesses and deficiencies in our internal control over financial reporting. The Public Company Accounting Oversight Board, or PCAOB, has defined a material weakness as “a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim statements will not be prevented or detected on a timely basis.”

In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally speaking, if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations and lead to a decline in the trading price of our Ordinary Shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud, misuse of corporate assets and legal actions under the United States securities laws and subject us to potential delisting from Nasdaq, to regulatory investigations and to civil or criminal sanctions.

We may be unable to detect, deter and prevent all instances of fraud or other misconduct committed by our employees or other third parties.

We are exposed to the risk of fraud or other misconduct by our employees and other third parties. Misconduct by such parties may include theft, unauthorized business transactions, bribery or breaches of applicable laws and regulations, which may be difficult to detect or prevent. We are not aware of any instances of fraud, theft or other misconduct involving employees or other third parties that had any material and adverse impact on our business and results of operations during the years ended December 31, 2019 and 2020 and the six months ended June 30, 2021. However, there is no assurance that there will not be any such instances in the future. We may be unable to prevent, detect or deter all instances of misconduct. Any misconduct committed against our interests, which may include past acts that have gone undetected or future acts, could subject us to financial losses and harm our reputation and may have a material and adverse effect on our business, financial condition, results of operations and prospects.

We may be harmed by negative publicity.

We operate in highly competitive industries, and there are other companies in the market that offer similar products. We derive most of our customers through word of mouth, and we rely on the positive feedback of our customers. Thus, customer satisfaction is critical to the success of our business as this will also result in potential referrals from our existing customers. If we fail to meet our customers’ expectations, there may be negative feedback regarding our products and/or services, which may have an adverse impact on our business and reputation. In the event we are unable to maintain a high level of customer satisfaction or any customer dissatisfaction is inadequately addressed, our business, financial condition, results of operations and prospects may also be adversely affected.

Our reputation may also be adversely affected by negative publicity in reports, publications such as major newspapers and forums, or any other negative publicity or rumors. There is no assurance that our Group will not experience negative publicity in the future or that such negative publicity will not have a material and adverse effect on our reputation or prospects. This may result in our inability to attract new customers or retain existing customers and may in turn adversely affect our business and results of operations.

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The war in Ukraine could materially and adversely affect our business and results of operations.

The recent outbreak of war in Ukraine has already affected global economic markets, including a dramatic increase in the price of oil and gas, and the uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy. Russia’s recent military interventions in Ukraine have led to, and may lead to, additional sanctions being levied by the United States, European Union and other countries against Russia. Russia’s military incursion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect our customers’ businesses and our business, even though we do not have any direct exposure to Russia or the adjoining geographic regions. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described herein. We cannot predict the progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their control. Prolonged unrest, intensified military activities or more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on our business, financial condition, results of operations and prospects.

We are exposed to risks with respect to acts of war, terrorist attacks, epidemics, political unrest, adverse weather conditions and other uncontrollable events.

Unforeseeable circumstances and other factors such as power outages, labor disputes, adverse weather conditions or other catastrophes, epidemics or outbreaks of communicable diseases such as COVID-19, Severe Acute Respiratory Syndrome, Middle East Respiratory Syndrome, Ebola or other contagious diseases, may disrupt our operations and cause loss and damage to our production and processing facilities, and acts of war, terrorist attacks or other acts of violence may further materially and adversely affect the global financial markets and consumer confidence. Given the relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on our business operations, which could in turn adversely and materially affect our business, results of operations and financial condition.

Our revenue is susceptible to changes in the economic conditions and regulatory environment, social and/or political conditions, and civil disturbance or disobedience. We cannot assure that there will be no political or social unrest in the near future or that there will not be other events that could lead to widespread protests or the disruption of the economic, political and social conditions in Hong Kong. If such events persist for a prolonged period of time or that the economic, political and social conditions in Hong Kong are to be disrupted, our overall business and results of operations may be adversely affected.

Our business may also be affected by macroeconomic factors in the countries in which we operate, such as general economic conditions, market sentiment, and regulatory, fiscal and other governmental policies, all of which are beyond our control. Any such events may cause damage or disruption to our business, markets, customers and suppliers, any of which may materially and adversely affect our business, financial condition, results of operations and prospects.

Our business and operations may be materially and adversely affected in the event of a re-occurrence or a prolonged global pandemic outbreak of COVID-19.

The global pandemic outbreak of COVID-19 announced by the World Health Organization in early 2020 has disrupted our operations, and the operations of our customers and suppliers. If the development of the COVID-19 outbreak becomes more severe or if our suppliers are forced to close down their businesses after prolonged disruptions to their operations, we may experience a delay or shortage of raw materials, supplies and/or services by our suppliers, or our customers may not visit our retail locations or purchase our products. In such event, our operations may be severely disrupted, which may have a material and adverse effect on our business, financial condition and results of operations. In addition, if any of our employees are suspected of having contracted COVID-19, some or all of our employees may be quarantined and we will be required to disinfect our workplace and our facilities. In the event our employees are placed under quarantine orders, we may face a shortage of labor and our operations may be severely disrupted. Our revenue and profitability may also be materially affected if the COVID-19 outbreak continues to materially affect the overall economic and market conditions in Hong Kong and the economy slowdown and/or negative business sentiment could potentially have an adverse impact on our business and operations. We are uncertain as to when the outbreak of COVID-19 will be contained, and we cannot predict if the impact of the outbreak will be short-lived or long-lasting. If the outbreak of COVID-19 is not effectively controlled within a short period of time, our business, financial condition, results of operations and prospects may be materially and adversely affected.

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RISKS RELATING TO OUR INDUSTRY

We are susceptible to foodborne diseases and may be exposed to litigation and negative publicity which may have a material adverse effect on our business operations and financial condition.

We currently import raw materials and products from Canada, Europe, the PRC, Thailand and the United States. Any outbreak of foodborne diseases in these countries may severely impair our suppliers’ ability to supply or continue to supply products which may be contaminated or otherwise unsafe due to the outbreak of diseases. Any epidemic of contagious diseases affecting humans, such as COVID-19, swine influenza, avian influenza, Africa Swine Fever, or Salmonella, might also result in unfavorable business operating conditions for our suppliers, slowdown in economic growth and overall negative business sentiment. As we rely on the continuous and stable supply of products by our suppliers and sales of products to our customers, our business and financial performance may in turn be materially and severely affected. We have had no supply chain shortages in the past 12 months given our diversified source of approved suppliers. However we did experience some short term shipment delays for certain products as global shipping logistics had at times been affected by the COVID-19 pandemic.

Furthermore, the occurrence of such outbreaks of foodborne diseases affecting humans in countries from which we import our products may generate public concerns for their safety, influence customers’ confidence in our brand and adversely affect our reputation. Adverse publicity about the quality or health concerns of our products, regardless of whether the allegations are true, may negatively affect our business as it discourages customers to buy our products. Any incidents of foodborne illness caused by our products may even trigger litigations or disciplinary actions against us, which may expose our Group to significant liabilities, or the business suspension or cessation order by the relevant authorities if they result in decisions against us, or incur significant litigation costs to our Group regardless of the result. As such, our business, financial position and prospects may be adversely affected.

We operate in a competitive market, and if we fail to compete effectively, we may lose market share and our results of operation may be adversely affected.

The overall natural and organic food retail market is considered to be competitive and fragmented with a large quantity of individual food stores specializing in a variety of natural and organic food. The natural and organic food retail stores in Hong Kong mainly compete with store location, food quality, price and product offerings.

There is no guarantee that we will be able to maintain our competitive strengths in the future when facing changes in the market trends. Some of our existing and potential competitors may have advantages over us, in terms of product portfolio, reputation, financial resources, sourcing and distribution network. In addition, in view of the increasing awareness and acceptance of online platforms for the distribution of food products, we may also face increasing competition with new types of competitors with a different business model which enables them to reduce the reliance on different intermediaries in the supply chain and in turn enables them to offer products at relatively lower selling prices to customers. This intense competition may lead our existing or potential competitors to adopt hostile business strategies such as predatory price reductions, which may result in loss of our market share and reduced product margins if we are forced to lower our pricing in response to these pricing tactics adopted by our competitors. As such, our overall business, results of operations and financial condition may be materially and adversely affected.

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Risks Relating to Doing Business in the Jurisdictions in which the Operating Subsidiaries Operate

Substantially all of our operations are in Hong Kong. However, due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Ordinary Shares. Changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also be quick with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.

Our operations are primarily located in Hong Kong and some of our suppliers are PRC companies that have shareholders or directors that are PRC individuals and some customers at our retail outlets maybe PRC individuals. As of the date of this prospectus, we do not expect to be materially affected by recent statements by the PRC government indicating an intent to exert more oversight and control over securities offerings that are conducted overseas and/or foreign investment in China-based issuers. However, due to long arm provisions under the current PRC laws and regulations, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China. The PRC government may choose to exercise significant oversight and discretion, and the policies, regulations, rules, and the enforcement of laws of the Chinese government to which we are subject may change rapidly and with little advance notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in the PRC are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and may be inconsistent with our current policies and practices. New laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:

● delay or impede our development;

● result in negative publicity or increase our operating costs;

● require significant management time and attention; and/or

● subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices.

We are aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on certain activities in the securities markets, enhancing supervision over China-based companies listed overseas using variable interest entity structures, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on a U.S. or other foreign exchange.

The Chinese government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and foreign investment in China-based issuers, which may result in a material change in our operations and/or the value of our Ordinary Shares. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measured could materially decrease the value of our Ordinary Shares, potentially rendering them worthless.

We may become subject to a variety of PRC laws and other regulations regarding data security or securities offerings that are conducted overseas and/or other foreign investment in China-based issuers, and any failure to comply with applicable laws and regulations could have a material and adverse effect on our business, financial condition and results of operations and may hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.

On June 10, 2021, the Standing Committee of the National People’s Congress enacted the PRC Data Security Law, which took effect on September 1, 2021. The law requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security.

On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on certain activities in the securities markets and promote the high-quality development of the capital markets, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

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On August 20, 2021, the 30th meeting of the Standing Committee of the 13th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China”, or “PRC Personal Information Protection Law”, which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of China that is carried out outside of China where (1) such processing is for the purpose of providing products or services for natural persons within China, (2) such processing is to analyze or evaluate the behavior of natural persons within China, or (3) there are any other circumstances stipulated by related laws and administrative regulations.

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

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

Our Operating Subsidiaries may collect and store certain data (including certain personal information) from our clients, who may be PRC individuals, in connection with our business and operations and for “Know Your Customers” purposes (to combat money laundering).

These statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our Operating Subsidiaries, their respective abilities to accept foreign investments and the listing of our Ordinary Shares on a U.S. or other foreign exchanges. There remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations. If the Draft Overseas Listing Regulations are adopted into law in the future and becomes applicable to our Operating Subsidiaries, if any of our Operating Subsidiaries is deemed to be an “Operator” that are required to file for cybersecurity review before listing in the United States, or if the Measures for Cybersecurity Review (2021) or the PRC Personal Information Protection Law becomes applicable to our Operating Subsidiaries, the business operations of our Operating Subsidiaries and the listing of our Ordinary Shares in the United States could be subject to the CAC’s cybersecurity review or CSRC Overseas Issuance and Listing review in the future. If our Operating Subsidiaries become subject to the CAC or CSRC review, we cannot assure you that our Operating Subsidiaries will be able to comply with the regulatory requirements in all respects and the current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities. In the event of a failure to comply, our Operating Subsidiaries may become subject to fines and other penalties which may have a material adverse effect on our business, operations and financial condition and may hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.

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If the Chinese government chooses to exert more oversight and control over securities offerings that are conducted overseas and/or foreign investment in China-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.

Recent statements, laws and regulations by the Chinese government, including the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law and the Draft Overseas Listing Regulations, have indicated an intent to exert more oversight and control over securities offerings that are conducted overseas and/or foreign investments in China-based issuers. It is uncertain whether the Chinese government will adopt additional requirements or extend the existing requirements to apply to our Operating Subsidiaries located in Hong Kong. We could be subject to approval or review of Chinese regulatory authorities to pursue this offering,. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

The Hong Kong legal system is subject to uncertainties which could limit the legal protections available to our Operating Subsidiaries.

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

We may be affected by adverse changes in the political, economic, regulatory or social conditions in Hong Kong and in the countries in which we and our customers and suppliers operate.

We and our customers and suppliers are governed by the laws, regulations and government policies in each of the countries in which we and our customers and suppliers operate or into which we intend to expand our business and operations, including Hong Kong. Our business and future growth are dependent on the political, economic, regulatory and social conditions in Hong Kong and in the countries where our suppliers reside, which are beyond our control. The Hong Kong economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Economic conditions in Hong Kong are sensitive to global economic conditions. Any economic downturn, changes in policies, currency and interest rate fluctuations, capital controls or capital restrictions, labor laws, changes in environmental protection laws and regulations, duties and taxation and limitations on imports and exports in these countries may materially and adversely affect our business, financial condition, results of operations and prospects.

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We are exposed to political risks associated with conducting business in Hong Kong.

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

Under the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China, Hong Kong is exclusively in charge of its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. Recently, there have been increasing concerns that Hong Kong residents and visitors will be subject to the legal system of mainland China, thereby undermining the region’s autonomy and people’s civil liberties. We cannot assure you that Hong Kong’s status as a Special Administrative Region of the PRC will continue.

RISKS RELATED TO OUR SECURITIES AND THIS OFFERING

Our Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act (the “HFCA Act”), if the Public Company Accounting Oversight Board (the “PCAOB”) is unable to inspect our auditors for three consecutive years beginning in 2021. The delisting of our Ordinary Shares, or the threat of their being delisted, is likely to materially and adversely affect the value of your investment.

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

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

On June 22, 2021, the U.S. Senate passed a bill which, if passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two years.

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

On December 16, 2021, PCAOB announced the PCAOB HFCA Act determinations (the “PCAOB determinations”) relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong.

Our auditor, JP CENTURION & PARTNERS PLT, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. JP CENTURION & PARTNERS PLT is headquartered in Malaysia has been inspected by the PCAOB on a regular basis with the last inspection in 2020. Therefore, we believe that, as of the date of this prospectus, our auditor is not subject to the PCAOB determinations. However, the recent developments add uncertainties to our offering, and we cannot assure you whether Nasdaq or regulatory authorities would not apply additional and\or more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, the adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements.

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The SEC may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection. For example, on August 6, 2020, the President’s Working Group on Financial Markets (“PWG”) issued the Report on Protecting United States Investors from Significant Risks from Chinese Companies to the then President of the United States. This report recommended the SEC implement five recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfil its statutory mandate. Some of the concepts of these recommendations were implemented with the enactment of the HFCA Act. However, some of the recommendations were more stringent than the HFCA Act. For example, if a company’s auditor was not subject to PCAOB inspection, the report recommended that the transition period before a company would be delisted would end on January 1, 2022.

The SEC has announced that the SEC staff is also actively assessing how best to implement other requirements of the HFCA Act, including the identification process and the trading prohibition requirements, and is preparing a consolidated proposal for the rules regarding the implementation of the HFCA Act and to address the recommendations in the PWG report. It is unclear when the SEC will complete its rulemaking and when such rules will become effective and what, if any, of the PWG recommendations will be adopted. The implications of this potential regulation, in addition to the requirements of the HFCA Act, are uncertain. Such uncertainty could cause the market price of our Ordinary Shares to be materially and adversely affected, and our securities could be delisted or prohibited from being traded on a national securities exchange earlier than would be required by the HFCA Act. Additionally, if it were determined that the PCAOB is unable to inspect or investigate our auditor completely, the trading in our Ordinary Shares would be prohibited, and as a result, Nasdaq might determine to delist our Ordinary Shares. If our Ordinary Shares are unable to be listed on another securities exchange, such a delisting would substantially impair your ability to sell or purchase our Ordinary Shares when you wish to do so, and the risk and uncertainty associated with a potential delisting would likely have a material and adverse impact on the price of our Ordinary Shares.

An active trading market for our Ordinary Shares may not be established or, if established, may not continue and the trading price for our Ordinary Shares may fluctuate significantly

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

We may not maintain the listing of our Ordinary Shares on the Nasdaq Capital Market which could limit investors’ ability to make transactions in our Ordinary Shares and subject us to additional trading restrictions.

We intend to list our Ordinary Shares on the Nasdaq Capital Market concurrently with this offering. In order to continue listing our shares on Nasdaq, we must maintain certain financial and share price levels, and we may be unable to meet these requirements in the future. We cannot assure you that our Ordinary Shares will continue to be listed on Nasdaq in the future. If Nasdaq delists our Ordinary Shares and we are unable to list our shares on another national securities exchange, we will endeavor to have our Ordinary Shares quoted on an over-the-counter market in the United States. If this were to occur, we could face significant material adverse consequences, including:

● a limited availability of market quotations for our Ordinary Shares;

● reduced liquidity for our Ordinary Shares;

● a determination that our Ordinary Shares are a “penny stock,” which will require brokers trading in our shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Shares;

● a limited amount of news and analyst coverage; and

● a decreased ability to issue additional securities or obtain additional financing in the future.

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

The trading price of our Ordinary Shares may be volatile, which could result in substantial losses to investors.

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

● variations in our revenues, earnings and cash flow;

● changes in financial estimates by securities analysts;

● additions or departures of key personnel;

● release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and

● potential litigation or regulatory investigations.

Any of these factors may result in large and sudden changes in the volume and price at which our Ordinary Shares will trade.

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

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

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

The sale or availability for sale of substantial amounts of our Ordinary Shares could adversely affect their market price.

Sales of substantial amounts of our Ordinary Shares in the public market after the completion of this offering, or the perception that these sales could occur, could adversely affect the market price of our Ordinary Shares and could materially impair our ability to raise capital through equity offerings in the future. As of the date of this prospectus, we have [●] Ordinary Shares outstanding. The Ordinary Shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and Ordinary Shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 under the Securities Act and applicable lock-up agreements. There will be [●] Ordinary Shares outstanding immediately after this offering. In connection with this offering, our directors and officers named in the section “Management,” and certain shareholders have agreed not to sell any shares (excluding those Ordinary Shares sold by the Selling Shareholders) until 12 months after the date of this prospectus without the prior written consent of the underwriters, subject to certain exceptions. However, the underwriters may release these securities from these restrictions at any time. We cannot predict what effect, if any, market sales of securities held by our controlling shareholder or any other shareholder or the availability of these securities for future sale will have on the market price of our shares. See “Underwriting” and “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities after this offering.

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Short selling may drive down the market price of our Ordinary Shares.

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

Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return on your investment.

We currently intend to retain all of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our Ordinary Shares as a source for any future dividend income. Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our securities will likely depend entirely upon any future price appreciation of our Ordinary Shares. There is no guarantee that our Ordinary Shares will appreciate in value after this offering or even maintain the price at which you purchased our Ordinary Shares. You may not realize a return on your investment in our Ordinary Shares and you may even lose your entire investment.

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

If you purchase Ordinary Shares in this offering, you will pay substantially more than the corresponding amount paid by existing shareholders for their shares and more than our net tangible book value per share. As a result, you will experience immediate and substantial dilution of US$[●] per Ordinary Share, representing the difference between our net tangible book value per Ordinary Share of US$[●] as of December 31, 2021, after giving effect to the net proceeds to us from this offering, assuming no change to the number of Ordinary Shares offered by us as set forth on the cover page of this prospectus and an assumed public offering price of US$[●] per Ordinary Share (being the mid-point range of US$[●] and US$[●] per Ordinary Share). See “Dilution” for a more complete description of how the value of your investment in our Ordinary Shares will be diluted upon the completion of this offering.

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

We plan to use the net proceeds of this offering primarily for (i) setting up new retail stores and refurbishing existing retail stores; (ii) enhancing our brand recognition; (iii) enhancing our existing Food Factory; (iv) repaying loans made to us by our controlling shareholders and (v) general working capital. See “Use of Proceeds.” However, our management will have considerable discretion in the application of the net proceeds received by us in this offering. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our efforts to achieve or maintain profitability or increase our share price. The net proceeds from this offering may be placed in investments that do not produce income or that lose value.

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

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

● At least 75% of our gross income for the year is passive income; or

● The average percentage of our assets (determined at the end of each quarter) during the taxable year that produce passive income or that are held for the production of passive income is at least 50%.

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

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

It is possible that, for our current taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive income. We will make this determination following the end of any particular tax year. We treat our affiliated entities as being owned by us for United States federal income tax purposes, not only because we exercise effective control over the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their operating results in our consolidated financial statements. For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least 25% of the equity by value.

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

Our controlling shareholders have substantial influence over the Company. Their interests may not be aligned with the interests of our other shareholders, and it could prevent or cause a change of control or other transactions.

As of the date of this prospectus, WKW Investment and CFT Investment (companies controlled by Mr. Wong and Ms. Cheuk, respectively) beneficially own approximately 73.19% and 17.41%, respectively, of our issued and outstanding Ordinary Shares. Upon the completion of this offering, they will in aggregate beneficially own [●] % and [●] %, respectively, of our then issued and outstanding Ordinary Shares.

Accordingly, our controlling shareholders could control the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions, including the power to prevent or cause a change in control. Without the consent of our controlling shareholders, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. In addition, our directors and officers could violate their fiduciary duties by diverting business opportunities from us to themselves or others. The interests of our largest shareholder may differ from the interests of our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our Ordinary Shares. For more information regarding our principal shareholders and their affiliated entities, see “Principal Shareholders.”

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

As a foreign private issuer that has applied to list our Ordinary Shares on Nasdaq, we rely on provisions in the Nasdaq corporate governance listing standards that allow us to follow Cayman Islands law with regard to certain aspects of corporate governance. This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on Nasdaq.

For example, we are exempt from Nasdaq regulations that require a listed U.S. company to:

● have a majority of the board of directors consist of independent directors;

● require non-management directors to meet on a regular basis without management present;

● have an independent compensation committee;

● have an independent nomination committee; and

● seek shareholder approval for the implementation of certain equity compensation plans and issuances of Ordinary Shares.

As a foreign private issuer, we are permitted to follow home country practice in lieu of the above requirements. Our audit committee is required to comply with the provisions of Rule 10A-3 of the Exchange Act, which is applicable to U.S. companies listed on Nasdaq. Therefore, we intend to have a fully independent audit, risk and compliance committee within one year from effectiveness of our initial public offering registration statement, in accordance with Rule 10A-3 of the Exchange Act. However, because we are a foreign private issuer, our audit, risk and compliance committee is not subject to additional Nasdaq corporate governance requirements applicable to listed U.S. companies, including the requirements to have a minimum of three members and to affirmatively determine that all members are “independent,” using more stringent criteria than those applicable to us as a foreign private issuer.

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

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by our Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against our directors and us, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the English common law, which is generally persuasive authority, but is not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions of the United States. In particular, the Cayman Islands has a different body of securities laws than the United States, which provides significantly less protection to investors. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances, recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the Memorandum and Articles of Association) or to obtain copies of lists of shareholders of these companies. Our directors are not required under our Memorandum and Articles of Association to make our corporate records available for inspection by our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

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Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions, such as the U.S. Currently, we plan to rely on home country practice with respect to any corporate governance matter. Accordingly, our shareholders will be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the board of directors or controlling shareholders than they would as shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in the United States and their shareholders, see “Certain Cayman Islands Company Considerations — Differences in Corporate Law.”

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

We are a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. In addition, all of our current directors and officers are nationals and residents of countries other than the United States. Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant laws of the Cayman Islands, see “Enforcement of Civil Liabilities.” As a result of the foregoing, our shareholders may have more difficulties in protecting their interests through actions against us or our officers, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

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

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

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

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

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

● the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;

● the sections of the Exchange Act regulating the solicitation of proxies, consents, 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 share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

● the selective disclosure rules by issuers of material non-public information under Regulation FD.

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

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

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last Business Day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2022. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and Principal Shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.

We will incur significantly increased costs and devote substantial management time as a result of the listing of our Ordinary Shares on the Nasdaq Capital Market.

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

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

37

ENFORCEABILITY OF CIVIL LIABILITIES

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

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

We have appointed Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, New York 10168, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Cayman Islands

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

We have been advised by Appleby that any final and conclusive judgment for a definite sum (not being a sum payable in respect of taxes or other charges of a like nature nor a fine or other penalty) and/or certain non-monetary judgments rendered in any action or proceedings brought against our Company in a foreign court (other than certain judgments of a superior court of certain states of the Commonwealth of Australia) will be recognized as a valid judgment by the courts of the Cayman Islands without re-examination of the merits of the case. On general principles, we would expect such proceedings to be successful provided that the court which gave the judgment was competent to hear the action in accordance with private international law principles as applied in the Cayman Islands and the judgment is not contrary to public policy in the Cayman Islands, has not been obtained by fraud or in proceedings contrary to natural justice.

Hong Kong

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

38

USE OF PROCEEDS

We expect to receive approximately US$[●] of net proceeds from this offering after deducting underwriting discounts and commissions and estimated offering expenses of approximately US$[●] payable by us. We will not receive any proceeds from the sale of Ordinary Shares by the Selling Shareholders.

We currently intend to use:

(i)	approximately US$[●] to set up new retail stores and to refurbish existing retail stores;
(ii)	approximately US$[●] to develop our probiotic business;
(iii)	approximately US$[●] to further enhance our brand recognition;
(iv)	approximately US$[●] to further enhance our existing Food Factory;
(v)	approximately US$[●] to upgrade our information technology systems;
(vi)	approximately US$[●] to repay interest free loans made to us by our controlling shareholders, for costs and expenses incurred by our Company in connection with a listing of our Ordinary Shares and for general working capital and corporate purpose;
(vii)	approximately US$[●] for repayment of bank borrowings and other loans;
(viii)	approximately US$[●] for business development (including acquisitions); and
(ix)	approximately US$[●] for working capital and other general corporate purposes.

39

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2021:

● on an actual basis; and

● on a pro forma as adjusted basis to reflect (i) the above; (ii) the issuance and sale of [●] Ordinary Shares by us in this offering at an initial public offering price of US$[●] per Ordinary Share after deducting underwriting discounts and estimated offering expenses payable by us.

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

	As of
	October, 2021
Shareholders’ Equity	Actual		Pro Forma		Pro Forma As adjusted
Ordinary shares U.S.$0.001 par value per share; 100,000,000 authorized as of [●], 2022; [●] Ordinary Shares issued and outstanding on an actual basis, [●] Ordinary Shares issued and outstanding on a pro forma basis and [●] Ordinary Shares outstanding on a pro forma as adjusted basis (assuming [●] Ordinary Shares to be issued in this offering)	$	0	$	[●]	$	[●]
Additional paid-in capital				[●]		[●]
Retained earnings		30,616,000		[●]		[●]
Net income		6,053,000		[●]		[●]
Total Shareholders’ Equity		36,669,000		[●]		[●]
Total Capitalization	$	[●]	$	[●]	$	[●]

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DIVIDENDS AND DIVIDEND POLICY

No dividends were paid by the companies comprising our Group for the years ended December 31, 2019 and 2020 and the ten months ended October 31, 2021. There is no guarantee that the Company will ever declare and pay dividends.

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

Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. In addition, we are a holding company and depend on the receipt of dividends and other distributions from our subsidiaries to pay dividends on our Ordinary Shares.

There are no foreign exchange controls or foreign exchange regulations under current applicable laws of the various places of incorporation of our significant subsidiaries that would affect the payment or remittance of dividends.

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DILUTION

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

Historical net tangible book value per share represents our total tangible assets (total assets excluding goodwill and other intangible assets, net) less total liabilities, divided by the number of outstanding Ordinary Shares. After giving effect to the sale of Ordinary Shares in this offering by the Company at an initial public offering price of US$[●] per share, after deducting US$[●] in underwriting discounts and commissions and estimated offering expenses payable by the Company of approximately US$[●], the pro forma as adjusted net tangible book value as of October 31, 2021 would have been approximately US$[●], or US$[●] per share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$[●] per share to our existing stockholders and an immediate dilution of US$[●] per share to new investors purchasing Ordinary Shares in this offering.

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

	US$
Assumed initial public offering price per share
Historical net tangible book value per share as of October 31, 2021
Increase in as adjusted net tangible book value per share attributable to the investors in this offering
Pro forma net tangible book value per share after giving effect to this offering
Dilution per share to new investors participating in this offering

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SELECTED SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following summary consolidated financial data as of December 31, 2019 and 2020 and for the years ended December 31, 2019 and 2020 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The consolidated financial data as of October 31, 2021 and for the ten months ended October 31, 2021 and October 31, 2020 have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus. The summary financial data set forth below should be read in conjunction with, and are qualified by reference to, “Selected Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes thereto included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results do not necessarily indicate results expected for any future period.

The following table presents our selected consolidated statements of income and comprehensive income for the years ended December 31, 2019 and 2020.

	For the year ended December 31,
	2019			2020			2020
	HKD’000			HKD’000			US$’000
Revenues		156,393			172,809			22,158
Cost of sales		(83,106	)		(90,646	)		(11,623	)
Gross profit		73,287			82,163			10,535
Operating expenses:
Selling and marketing expenses		(48,544	)		(49,265	)		(6,318	)
General and administrative expenses		(19,867	)		(23,590	)		(3,025	)
Total operating expenses		(68,411	)		(72,855	)		(9,343	)
Income from operations		4,876			9,308			1,192
Other income (loss):
Other income		2,485			9,349			1,199
Interest expense		(1,658	)		(1,094	)		(140	)
Other gains (losses), net		967			(2,523	)		(324	)
Total other income (loss)		1,794			5,732			735
Income before tax expense		6,670			15,040			1,927
Income tax expense		(780	)		(2,613	)		(335	)
Net income		5,890			12,427			1,592
Net income per share attributable to ordinary shareholders
Basic and diluted		589			1,243			159
Weighted average number of ordinary shares used in computing net income per share
Basic and diluted		10,000			10,000			10,000

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The following table presents our selected consolidated statements of operations and comprehensive loss data for the ten months ended October 31, 2020 and 2021.

	For the ten months ended October 31,
	2020			2021			2021
	HKD’000			HKD’000			US$’000
Revenues		146,181			137,378			17,615
Cost of sales		(75,832	)		(68,614	)		(8,798	)
Gross profit		70,349			68,764			8,817
Operating expenses:
Selling and marketing expenses		(40,283	)		(43,278	)		(5,549	)
General and administrative expenses		(19,098	)		(16,516	)		(2,118	)
Total operating expenses		(59,381	)		(59,794	)		(7,667	)
Income from operations		10,968			8,970			1,150
Other income (loss):
Other income		8,571			742			98
Interest expense		(936	)		(793	)		(102	)
Other gains (losses), net		(1,592	)		(1,388	)		(177	)
Total other income (loss)		6,043			(1,439	)		(181	)
Income before tax expense		17,011			7,531			969
Income tax expense		(1,511	)		(1,478	)		(190	)
Net income		15,500			6,053			779
Net income per share attributable to ordinary shareholders
Basic and diluted		1,550			605			78
Weighted average number of ordinary shares used in computing net income per share
Basic and diluted		10,000			10,000			10,000

The following table presents our selected consolidated balance sheets data as of December 31, 2019, 2020 and October 31, 2021.

	As of December 31,						As of October 31,
	2019		2020		2020		2021		2021
	HK$’000		HK$’000		US$’000		HK$’000		US$’000
Selected Consolidated Balance Sheets Data:
Cash and cash equivalents		16,423		26,683		3,421		1,985		255
Total current assets		62,123		84,006		10,771		93,866		12,037
Total non-current assets		30,692		35,643		4,570		36,792		4,717
Total assets		92,815		119,649		15,341		130,658		16,754
Total current liabilities		60,214		71,265		9,138		78,293		10,038
Total non-current liabilities		14,412		17,768		2,278		15,696		2,012
Total liabilities		74,626		89,033		11,416		93,989		12,050
Total shareholders’ equity		18,189		30,616		3,925		36,669		4,704

44

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

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

Overview

We are a Hong Kong based retailer principally engaged in the sale of natural and organic food under our “Greendotdot” brand. Our Group’s history can be traced back to 1999 when Mr. Wong and Ms. Cheuk started the business of marketing natural and organic foods. The same year, we launched our first retail store with the objective to introduce quality products from local and overseas suppliers to our customers. Over the years, we have been building our “Greendotdot” brand by sourcing, procuring, marketing and selling a wide variety of quality products which can be broadly classified into (i) packaged foods; (ii) fresh foods; (iii) frozen foods; and (iv) other products such as honey, beverages, edible oils, seasonings and other non-food items. We have established various sales channels for our products to reach a larger customer base, comprising retail sales, consignment sales and wholesales.

According to the Frost & Sullivan Report, our Group ranked as the second largest natural and organic food retail chain in Hong Kong in terms of our revenue, translating to a market share of approximately 8.2% in the natural and organic food market in Hong Kong in 2021. For the years ended December 31, 2019 and 2020 and the ten-month period ended October 31, 2021, our Group’s revenue amounted to approximately HK$156,393,000, HK$172,809,000 and HK$137,378,000, respectively. Our net profit was approximately HK$5,890,000, HK$12,427,000 and HK$6,053,000 for the respective year/period.

Factors affecting our performance

Our results of operations have been and will continue to be affected by a number of factors, including those set out below:

The business is affected by any material change in the economic condition in Hong Kong

Our Group’s results of operations are vulnerable to the economy in Hong Kong. We sell our natural and organic food through the sales channels in Hong Kong to our end customers. We also expect to further expand in Hong Kong by opening new retail stores in the next few years. The results of operations of our Group are therefore directly affected by the demand for our customers in Hong Kong and such demand depends upon many factors, most of which are beyond our Group’s control, among others, the general economic condition in Hong Kong and the disposable income of our customers.

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Product mix

We currently offer a comprehensive range of over 600 products, including (i) packaged foods; (ii) fresh foods; (iii) frozen foods; and (iv) other products. We believe our diverse product offerings enable us to capitalise on changing market trends and consumer preferences. Different products have different gross profit margins depending on factors such as purchase costs, production costs, our pricing strategy and our marketing and branding strategy. As a result, our overall gross profit margin will vary depending on product mix across different products. Our sales composition, margins and profit level have varied and may continue to vary as our product mix evolves. Our ability to expand our product offerings and the diversity of our product mix will have a significant impact on our results of operations and our competitiveness in the market. However, as market conditions may vary from time to time and the pace of such change may be so quick that the market demand may not favour our products with higher profit margin.

Change in the cost of inventories sold

Our Group’s business is highly dependent on a sufficient supply of raw materials and finished products from our suppliers that meet our quality requirements and our financial performance is sensitive to price fluctuation of these supplies. During the years ended December 31, 2019 and 2020 and the ten months ended October 31, 2021, the prices of different raw materials and finished products from our suppliers varied to different extents. For the years ended December 31, 2019 and 2020 and the ten months ended October 31, 2021, the costs of inventories sold, which primarily represented the costs of products charged by our suppliers, amounted to approximately HK$71,481,000, HK$77,482,000 and HK$58,857,000, representing approximately 45.7%, 44.8% and 42.8% of our Group’s revenue, respectively. The raw materials and finished products purchased by us are generally determined by prevailing market conditions and subject to fluctuation in market prices. Although our Group will continue to monitor our procurement cost and implement any necessary cost control measures, the fluctuations in the price of raw materials and finished products procured may affect the profit margin of our operations.

Impact of the COVID-19 pandemic on our business and operations

Our business operations are based in Hong Kong. Due to the anti-epidemic measures implemented in Hong Kong during the COVID-19 pandemic, we have not experienced any material disruption in our business operations and there has been no significant impact on our retail business given that all of our retail stores remained open with normal hours since the outbreak of COVID-19.

There has been no material delay in the local delivery of our products to our retail stores, our consignees and our customers since the outbreak of COVID-19. Given that there are no compensation clauses for the delay in delivery of products to customers, any unexpected delay of delivery to our customers due to the COVID-19 will not result in any penalty or compensation payable by our Group.

The overall financial performance of our Group has not been adversely affected by COVID-19. Instead, the Pandemic has created favorable business opportunities for our Group. Our revenue increased by 10.5% for the year ended December, 31 2020 as compared with the year ended December 31, 2019. We observed that consumer sentiment has turned cautious under the Pandemic and the spending patterns of consumers have changed with consumers’ demand gradually shifting to food and daily necessities. In fact, the sales volume of our food products to retail customers via retail sales and consignment sales have been boosted under the COVID-19 pandemic as (i) consumers were more willing to spend on healthy products as a result of rising health awareness; (ii) some customers have resorted to panic buying and stockpiling of food and necessities; and (iii) social distancing measures such as restrictions imposed on catering premises and the HKSAR Government’s “Stay-Home-Safe” policy caused more people to dine at home to minimize the chance of infection thereby purchasing more of our goods for take home consumption.

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Business outlook

The development of the natural and organic food market in Hong Kong over the past 20 years has very much been influenced by western countries. Given the internet boom and the rise of social media, consumers in Hong Kong have become more aware of their food choices for health and food safety reasons, hence creating an opportunity for the natural and organic food market to grow. Currently in Hong Kong, most natural and organic food is imported from overseas and being sold at natural and organic food stores, supermarkets and department stores. Moreover, there are also organic farms in Hong Kong that produce organic food locally and distribute to various retailers for sale.

We believe that the effects of the COVID-19 pandemic are temporary in nature and are not an indication of a contraction in demand in general. Local consumers’ rising awareness of the benefits of a healthy diet and increasing knowledge about organic food generated higher demand for natural and organic food and thus drove growth in sales of natural and organic food products. The market is predicted to recover from the COVID-19 pandemic, and more retailers are anticipated to enter the market to supply various natural and organic food to fulfil the sustaining consumer demand. We are going to further invest in this market and expect to open more retail stores to maintain or grow our market share in Hong Kong.

Results of operations

The following is a summary of the consolidated statements of income of our Group as derived from our consolidated financial statements included elsewhere in this prospectus and this summary should be read in conjunction therewith.

	Years ended December 31,						Ten months ended October 31,
	2019			2020			2020			2021
	HK$’000			HK$’000			HK$’000			HK$’000
Revenues		156,393			172,809			146,181			137,378
Cost of sales		(83,106	)		(90,646	)		(75,832	)		(68,614	)
Gross profit		73,287			82,163			70,349			68,764
Operating expenses:
Selling and marketing expenses		(48,544	)		(49,265	)		(40,283	)		(43,278	)
General and administrative expenses		(19,867	)		(23,590	)		(19,098	)		(16,516	)
Total operating expenses		(68,411	)		(72,855	)		(59,381	)		(59,794	)
Income from operations		4,876			9,308			10,968			8,970
Other income (loss):
Other income		2,485			9,349			8,571			742
Interest expense		(1,658	)		(1,094	)		(936	)		(793	)
Other gains (losses), net		967			(2,523	)		(1,592	)		(1,388	)
Total other income (loss)		1,794			5,732			6,043			(1,439	)
Income before tax expense		6,670			15,040			17,011			7,531
Income tax expense		(780	)		(2,613	)		(1,511	)		(1,478	)
Net income		5,890			12,427			15,500			6,053

47

Revenues

The Company has established various sales channels for its products, comprising (i) retail sales to consumers via retail stores, online sales platforms and exhibitions; (ii) consignment sales to consumers through supermarkets and department stores; and (iii) wholesales to bulk-purchase customers. The following tables set out the analysis of the Company’s net revenue from external customers disaggregated by sales channels for the years ended December 31, 2019 and 2020 and ten months ended October 31, 2020 and 2021:

	Years ended December 31,				Ten months ended October 31,
	2019		2020		2020		2021
	HK$’000		HK$’000		HK$’000		HK$’000
Retail sales		102,851		104,403		88,458		87,630
Consignment sales		37,191		50,981		42,857		37,436
Wholesales		16,351		17,425		14,866		12,312
		156,393		172,809		146,181		137,378

Our revenue increased by approximately HK$16,416,000 or 10.5%, from approximately HK$156,393,000 for the year ended December 31, 2019 to approximately HK$172,809,000 for the year ended December 31, 2020, primarily due to the increase in sales volume from our sales channels during the COVID-19 pandemic. Our customers purchased food ingredients either in our retail stores, online stores, supermarkets or department stores in order to prepare their meals at home during the COVID-19 pandemic.

Our revenue decreased by approximately HK$8,803,000 or 6.0%, from approximately HK$146,181,000 for the ten months ended October 31, 2020 to approximately HK$137,378,000 for the ten months ended October 31, 2021, primarily due to the decrease in the consignment sales and wholesales as certain social distancing measures were relaxed by the HKSAR Government during the period, resulting in fewer purchases of our products in the supermarkets.

Cost of sales

The following table sets forth the breakdown of our cost of sales for the years ended December 31, 2019 and 2020 and the ten months October 31, 2020 and 2021:

	Years ended December 31,				Ten months ended October 31,
	2019		2020		2020		2021
	HK$’000		HK$’000		HK$’000		HK$’000
Cost of inventories		71,481		77,482		64,988		58,857
Freight and transportation expenses		4,038		4,687		3,847		3,285
Storage fees		4,389		4,744		3,826		4,182
Salaries and employee benefits expenses		1,686		1,712		1,450		1,231
Others		1,512		2,021		1,721		1,059
		83,106		90,646		75,832		68,614

Our cost of sales increased by approximately HK$7,540,000 or 9.1%, from approximately HK$83,106,000 for the year ended December 31, 2019 to approximately HK$90,646,000 for the year ended December 31, 2020, primarily because the Group purchased more food ingredients to match the increase in revenue during the COVID-19 pandemic, as discussed above.

Our cost of sales decreased by approximately HK$7,218,000 or 9.5%, from approximately HK$75,832,000 for the ten months ended October 31, 2020 to approximately HK$68,614,000 for the ten months ended October 31, 2021, primarily because the Group purchased less food ingredients as there was less demand for our products, as discussed above.

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Selling and marketing expenses

The following table sets forth the breakdown of our selling and marketing expenses for the years ended December 31, 2019 and 2020 and the ten months ended October 31, 2020 and 2021:

	Years ended December 31,				Ten months ended October 31,
	2019		2020		2020		2021
	HK$’000		HK$’000		HK$’000		HK$’000
Consignment fee		10,997		15,101		12,676		11,225
Depreciation and amortization		1,641		1,282		1,057		1,061
Lease charges		16,057		12,748		10,165		13,499
Promotion expenses		1,713		905		771		1,089
Salaries and employment benefits expenses		7,755		7,893		6,399		7,268
Staff commission		3,952		4,805		3,846		3,605
Transportation and delivery expenses		4,008		5,178		4,294		3,644
Others		2,421		1,353		1,075		1,887
		48,544		49,265		40,283		43,278

Our selling and marketing expenses increased by approximately HK$721,000 or 1.5%, from approximately HK$48,544,000 for the year ended December 31, 2019 to approximately HK$49,265,000 for the year ended December 31, 2020, primarily due to the increase in consignment fees as the consignment sales increased during the year ended December 31, 2020 and offset with the decrease in the lease charges for the retail shops primarily due to the rental concessions of approximately HK$3,700,000 granted by our landlord during the year ended December 31, 2020.

Our selling and marketing expenses increased by approximately HK$2,995,000 or 7.4%, from approximately HK$40,283,000 for the ten months ended October 31, 2020 to approximately HK$43,278,000 for the ten months ended October 31, 2021, primarily due to the increase in the lease charges as two new retail stores commenced business during the period and fewer rental concessions were granted by our landlords during the ten months ended October 31, 2021 compared to the corresponding period.

General and administrative expenses

The following table sets forth the breakdown of our general and administrative expenses for the years ended December 31, 2019 and 2020 and the ten months ended October 31, 2020 and 2021:

	Years ended December 31,				Ten months ended October 31,
	2019		2020		2020		2021
	HK$’000		HK$’000		HK$’000		HK$’000
Bank charges		1,585		1,834		1,495		1,413
Insurance expenses		530		482		396		479
Lease charges		494		481		403		190
Legal and professional fees		272		3,685		2,885		289
Rent and rates		641		431		364		674
Salaries and employment benefits expenses		13,051		13,518		11,204		10,218
Others		3,294		3,159		2,351		3,253
		19,867		23,590		19,098		16,516

Our general and administrative expenses increased by approximately HK$3,723,000 or 18.7%, from approximately HK$19,867,000 for the year ended December 31, 2019 to approximately HK$23,590,000 for the year ended December 31, 2020, primarily due to the professional fees paid by us for structuring our Group in preparation of listing on an internationally recognized securities exchange for the year ended December 31, 2020.

Our general and administrative expenses decreased by approximately HK$2,582,000 or 13.5%, from approximately HK$19,098,000 for the ten months ended October 31, 2020 to approximately HK$16,516,000 for the ten months ended October 31, 2021, primarily due to the decrease in the professional fees.

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Other income

Our other income primarily represented forfeited prepaid cash coupons, such as gift cards, and government subsidies. Other income increased by approximately HK$6,864,000, or 276.2% from approximately HK$2,485,000 for the year ended December 31, 2019 to approximately HK$9,349,000 for the year ended December 31, 2020, primarily due to (i) the one-off unconditional government subsidy of approximately HK$1,840,000 and (ii) the conditional government subsidy of approximately HK$5,021,000 received pursuant to the Employment Support Scheme (“ESS”) under the Anti-epidemic Fund from the government of Hong Kong during the year ended December 31, 2020.

In 2020, during the COVID-19 pandemic, our Group successfully applied for the one-off unconditional funding support from Food License Holders Subsidy Scheme and the Retail Sector Subsidy Scheme and from the ESS under the Anti-epidemic Fund, set up by the HKSAR Government, to provide financial support to enterprises to support their business operation and retain their employees who may otherwise be made redundant.

Employers participating in ESS were required to undertake and warrant that they would: (i) not implement redundancies during the subsidy period; and (ii) spend all the wage subsidies on paying wages to their employees. If an employer failed to use all the subsidies received to pay the wages of his/her employees, the HKSAR Government would claw back the unspent balance of the subsidy. If the total number of employees on the payroll in any one month of the subsidy period was less than the “committed headcount of paid employees”, the employer would have to pay a penalty to the HKSAR Government. There were no unfulfilled conditions or other contingencies attached to the ESS funding.

Our other income significantly decreased by approximately HK$7,829,000 or 91.3%, from approximately HK$8,571,000 for the ten months ended October 31, 2020 to approximately HK$742,000 for the ten months ended October 31, 2021, primarily due to no further government subsidies having been applied and granted during the ten months ended October 31, 2021.

Income tax expense

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

Hong Kong profits tax

Hong Kong profits tax is calculated in accordance with the two-tiered profits tax rate regime. Under the two-tiered profits tax rate regime, the first HK$2,000,000 of assessable profits of qualifying corporations will be taxed at 8.25%, and assessable profits above HK$2,000,000 will be taxed at 16.5%. The assessable profits of corporations not qualifying for the two-tiered profits tax rate regime will continue to be taxed at a flat rate of 16.5%.

Our income tax increased by approximately HK$1,833,000, or 235.0%, from approximately HK$780,000 for the year ended December 31, 2019 to approximately HK$2,613,000 for the year ended December 31, 2020, primarily due to the increase in revenue and profits before tax. Our effective tax rate was 11.7% and 17.5% for the years ended December 31, 2019 and 2020, respectively.

Our income tax decreased by approximately HK$33,000, or 2.2%, from approximately HK$1,511,000 for the ten months ended October 31, 2020 to approximately HK$1,478,000 for the ten months ended October 31, 2021, primarily due to the decrease in revenue and profits before tax. Our effective tax rate was 8.9% and 19.6% for the ten months ended October 31, 2020 and 2021, respectively. The relatively lower effective tax rate for the ten months ended October 31, 2020 was primarily due to the government subsidies were not taxable under the rules of Hong Kong tax authority.

BVI

We are not subject to any income tax in the BVI.

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Cayman Islands

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains, or appreciation, and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties, which may be applicable on instruments executed in, or brought within the jurisdiction of, the Cayman Islands. In addition, the Cayman Islands does not impose withholding tax on dividend payments.

Liquidity and capital resources

The following table set forth our current assets and current liabilities as of the dates indicated:

	As of December 31,				As of October 31,
	2019		2020		2021
	HK$’000		HK$’000		HK$’000
Current assets
Cash and cash equivalents		16,423		26,683		1,985
Accounts receivable, net		4,749		8,873		10,075
Inventories		14,291		16,372		11,382
Prepaid expenses and other current assets, net		6,325		4,909		7,359
Due from related parties		20,335		27,169		63,065
Total current assets		62,123		84,006		93,866
Current liabilities
Bank overdraft and loans		21,452		29,519		38,941
Lease liabilities		10,457		12,353		13,583
Accounts payable, accruals, and other current liabilities		14,359		17,599		15,361
Contract liabilities		10,640		9,327		5,159
Provision for reinstatement costs		676		782		1,512
Due to related parties		2,624		220		220
Income tax payable		6		1,465		3,517
Total current liabilities		60,214		71,265		78,293
Net current assets		1,909		12,741		15,573

Accounts Receivables, net

Our Group’s accounts receivables, primarily represented amounts receivable from our consignees and our wholesale customers, net of credit loss allowance, for the sale of products.

Our accounts receivables, net of credit loss allowances, increased by approximately HK$4,124,000 or 86.8% from approximately HK$4,749,000 as of December 31, 2019 to approximately HK$8,873,000 as of December 31, 2020 primarily due to the increase in accounts receivables with our consignees as a result of the increase in consignment sales during the COVID-19 pandemic. Our accounts receivables as of October 31, 2021 further increased to approximately HK$10,075,000, which was primarily driven by the slight delay of the payment from our customers and subsequently settled after the reporting period.

An expected credit loss analysis is performed at the end of each of the year. During the years ended December 31, 2019 and 2020 and as of October 31, 2021, approximately HK$46,000, HK978,000 and nil respectively, were provided as the management considered that the risk of default from our debtors will be uncertain amid the volatile business environment under the COVID-19 pandemic.

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Prepaid expenses and other current assets, net

Our prepaid expenses and other current assets primarily represented rental deposit and prepayment of our office premises, retail stores, utility deposits and prepaid taxation. The increase in the prepaid expenses and other current assets by approximately HK$2,450,000 or 49.9% primarily due to prepaid provisional tax paid to Hong Kong Inland Revenue Department.

Due from/(to) related parties

Our amounts due from related parties consisted of amounts due from/(to) our directors and amounts due from/(to) related companies.

Over the years, funds had been collected and assigned among our Group and related parties, all of which are under the common control of Mr. Wong, based on the prioritization of cashflow requirement for their daily operations and business expansion. Such arrangement aimed to utilize the available funding, including proceeds from bank loans, among the companies controlled by Mr. Wong to support the funding needs of each other. As such, the balance of amounts due from related companies gradually became substantial as our Group continuously provided net funding to other related companies over the years.

The balances of amounts due from related parties are unsecured, interest free and repayable on demand. The balances of amounts due from related parties will be settled prior to or upon the Listing.

Bank overdraft and loans

Our bank overdraft and loans represented the current portion of the related bank overdraft and loans to be repaid within one year. Our bank overdraft and loans increased from approximately HK$21,452,000 as of December 31, 2019 to approximately HK$29,519,000 as of December 31, 2020 and further increased to approximately HK$38,941,000 as of October 31, 2021 as a result of the increase in trade finance loans and revolving loans to finance the operations of our Group.

As of October 31, 2021, our Group had available bank credit facilities (“General Facilities”), which consisted of overdraft, term loans, revolving loans and invoice financing facilities for an aggregate amount of approximately HK$56,400,000, of which approximately HK$15,315,000 was undrawn. Collateral for these General Facilities includes (i) unlimited joint or personal guarantee by Mr. Wong and Ms. Cheuk, who are directors of the Company; (ii) unlimited corporate guarantee or corporate guarantee for HK$22,000,000 by GDD Hong Kong; and (iii) legal charge over properties beneficially owned by Mr. Wong and/or Ms. Cheuk. There are no significant restrictive covenants imposed by the Group’s bank credit facilities.

Lease liabilities

Our lease liabilities represented the current portion of the lease payments that are not yet paid under the tenancy agreements for our retail stores, office, Food Factory and warehouse to be repaid within one year. As of December 31, 2019 and 2020 and October 31, 2021, we had lease liabilities of approximately HK$10,457,000, HK$12,353,000 and HK$13,583,000 to be paid within one year, respectively, which were our commitments for future minimum payments in respect of our leased premises. The increase in the lease liabilities primarily due to the renewal of lease agreements for our retail stores.

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Accounts payable, accruals, and other current liabilities

The following table sets forth the breakdown of our accounts payable, accruals, and other current liabilities as of December 31, 2019 and 2020 and October 31, 2021:

	As of December 31,				As of October 31,
	2019		2020		2021
	HK$’000		HK$’000		HK$’000
Accounts payables		7,453		8,951		6,683
Other payables		629		1,679		784
Accrued expenses		5,940		6,939		7,864
Others		337		30		30
		14,359		17,599		15,361

Our accounts payables represented the amounts payable to our suppliers for purchases of raw materials, packaging materials and finished products and other accrual operating expenses. We generally receive credit terms of 0 days to 60 days from our suppliers. Our accounts payables increased by approximately HK$1,498,000, or 20.1%, from approximately HK$7,453,000 as of December 31, 2019 to approximately HK$8,951,000 as of December 31, 2020, which was primarily due to the increase in inventories level to accommodate the increase in sales demand of our products. As of October 31, 2021, our trade payable decreased to approximately HK$6,683,000 because certain social distancing measures related to COVID-19 were relaxed by the HKSAR Government during the period; therefore, less inventory was purchased from our suppliers.

Our accruals and other current liabilities represented accrued operating expenses. Our accruals and other current liabilities increased by approximately HK$1,742,000, or 25.2% from approximately HK$6,906,000 as of December 31, 2019 to approximately HK$8,648,000 as of December 31, 2020. The increase was primarily due to the accrued commission and salary paid for our employees. Our accruals and other current liabilities as of October 31, 2021 remained stable compared to the balances as of December 31, 2020.

Contract liabilities

Our contract liabilities represented the membership reward points and prepaid cash coupons, including gift cards. Contract liabilities are non-refundable and are recognized as revenue when our performance obligation is satisfied. Our contract liabilities decreased by approximately HK$1,313,000, or 12.3% from approximately HK$10,640,000 as of December 31, 2019 to approximately HK$9,327,000 as of December 31, 2020. The decrease was primarily due to less prepaid cash coupons were sold during year ended December 31, 2020. As of October 31, 2021, our contract liabilities further decreased to approximately HK$5,159,000 because of the increase in redemption of our cash coupons by our customers during the period.

Cash Flows

Our financial resources of cash are primarily cash generated from operating activities. We primarily used our cash on financing our operations and funding our working capital and capital expenditures. We currently expect that there will not be any material change in the sources and uses of cash of our Group, except for the additional funds from proceeds from this offering for implementing our future plans as detailed in the section headed “Use of Proceeds” in this prospectus.

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The following table summarises our combined statements of cash flows as derived from our consolidated financial statements included elsewhere in this prospectus and this summary should be read in conjunction therewith.

	Years ended December 31,						Ten months ended October 31,
	2019			2020			2020			2021
	HK$’000			HK$’000			HK$’000			HK$’000
Cash provided by operating activities		253			13,921			9,176			4,142
Cash used in investing activities		(304	)		(1,733	)		(953	)		(1,765	)
Cash provided by (used in) financing activities		6,579			(1,928	)		(520	)		(27,075	)
Net change in cash and cash equivalents		6,528			10,260			7,703			(24,698	)
Cash and cash equivalents as of beginning of the year/period		9,895			16,423			16,423			26,683
Cash and cash equivalents as of the end of year/period		16,423			26,683			24,126			1,985

Cash provided by operating activities

For the year ended December 31, 2019, we had net cash provided by operating activities of approximately HK$253,000 primarily arising from net income from our operation of approximately HK$5,890,000 as adjusted for non-cash items and changes in operating assets and liabilities. Adjustments for non-cash items consisted of depreciation and amortization charge of approximately HK$1,792,000. Changes in operating assets and liabilities primarily included: (i) decrease in accounts payable, accruals and other payables of approximately HK$5,671,000 primarily due to settlement of certain accounts payables to our suppliers; and (ii) increase in prepaid expenses and other current assets of approximately HK$3,301,000 during the year ended December 31, 2019 due to the payment for rental deposits and prepaid renovation expenses for our new retail stores and partially offset by the decrease in inventories of approximately HK$739,000.

For the year ended December 31, 2020, we had net cash provided by operating activities of approximately HK$13,921,000 primarily arising from the net income from our operation of approximately HK$12,427,000 as adjusted for non-cash items and changes in operating assets and liabilities. Adjustments for non-cash items consisted of depreciation and amortization charge of approximately HK$1,448,000. Changes in operating assets and liabilities primarily included: (i) increase in accounts receivables of approximately HK$4,124,000 due to the increase in sales during the COVID-19 pandemic; and (ii) the increase in inventories of approximately HK$2,082,000 and partially offset by (i) increase in accruals operating expenses of approximately HK$2,323,000 during the year ended December 31, 2020 primarily due to the increase in accrual commission and salaries paid to our employees; and (ii) increase in other operating assets and liabilities of approximately HK$3,037,000 due to the increase in lease liabilities of our new retail stores.

For the ten months ended October 31, 2020, we had net cash provided by operating activities of approximately HK$9,176,000 primarily arising from the net income from our operation of approximately HK$15,500,000 as adjusted for non-cash items and changes in operating assets and liabilities. Adjustments for non-cash items consisted of depreciation and amortization charge of approximately HK$1,196,000. Changes in operating assets and liabilities primarily included: (i) increase in accounts receivables of approximately HK$6,996,000 due to the increase in sales during the COVID-19 pandemic; and (ii) the increase in inventories of approximately HK$842,000 and partially offset by increase in other operating assets and liabilities of approximately HK$2,440,000 due to the increase in lease liabilities of our new retail stores.

For the ten months ended October 31, 2021, we had net cash provided by operating activities of approximately HK$4,142,000 primarily arising from net income from our operation of approximately HK$6,053,000 as adjusted for non-cash items and changes in operating assets and liabilities. Adjustments for non-cash items consisted of depreciation and amortization charge of approximately HK$1,180,000. Changes in operating assets and liabilities primarily included: (i) decrease in accounts payables and contract liabilities of approximately HK$6,406,000 due to the settlement of accounts payables to our suppliers and redemption of our cash coupons by our customers; and (ii) decrease in inventories of approximately HK$4,990,000 due to the decrease in inventories level and partially offset by (ii) the increase in accounts receivables and prepaid expenses of approximately HK$1,019,000.

Cash used in investing activities

For the year ended December 31, 2019, our Group had net cash used in investing activities of approximately HK$304,000 primarily attributable to the leasehold improvements for renovation of our retail stores during the year.

54

For the year ended December 31, 2020, our Group had net cash used in investing activities of approximately HK$1,733,000 primarily attributable to the leasehold improvements for renovation of our retail stores during the year.

For the ten months ended October 31, 2020, our Group had net cash used in investing activities of approximately HK$953,000 primarily attributable to the leasehold improvements for renovation of our retail stores during the period.

For the ten months ended October 31, 2021, our Group had net cash used in investing activities of approximately HK$1,765,000 primarily attributable to the leasehold improvements for renovation of our retail stores during the period.

Cash provided by (used in) financing activities

For the year ended December 31, 2019, our net cash provided by financing activities was approximately HK$6,579,000, which primarily consisted of the repayments from related companies of approximately HK$23,405,000 and less the net repayments of bank loans and overdraft of approximately HK$16,826,000.

For the year ended December 31, 2020, our net cash used in financing activities was approximately HK$1,928,000, which primarily consisted of the net proceeds from bank loans and overdraft of approximately HK$7,309,000 and less the advances to related parties of approximately HK$9,237,000.

For the ten months ended October 31, 2020, our net cash used in financing activities was approximately HK$520,000, which primarily consisted of the net proceeds from bank loans and overdraft of approximately HK$2,490,000 and less the advances to related parties of approximately HK$3,010,000.

For the ten months ended October 31, 2021, our net cash used in financing activities was approximately HK$27,075,000, which primarily consisted of the advances to related parties of approximately HK$35,896,000 and offset with the net proceeds from bank loans and overdraft of approximately HK$8,821,000.

Capital expenditure and commitments

Our capital expenditures during the years ended December 31, 2019 and 2020 and the ten months ended October 31, 2021 principally representing the addition to property, plant and equipment. For the years ended December 31, 2019 and 2020 and the ten months ended October 31, 2021, we incurred capital expenditures of approximately HK$304,000, HK$1,733,000 and HK$1,765,000, respectively, primarily used for the leasehold improvements for renovation of our retail stores.

As of December 31, 2019 and 2020 and October 31, 2021, we had no material capital commitments.

Off-balance sheet transactions

We had not entered into any material off-balance sheet transactions and arrangements during the years ended December 31, 2019 and 2020 and the ten months ended October 31, 2021.

Critical accounting policies and estimates

Our financial statements have been prepared in accordance with U.S. GAAP. Some of the accounting policies involve subjective judgments, estimates and assumptions made by our management that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses, all of which are subject to inherent uncertainties. The estimates and associated assumptions we use in determining these items are based on historical data, our experience and factors that we believe to be reasonable under the circumstances. These underlying estimates and assumptions are reviewed regularly as they may have a significant impact on our operational results as reported in our financial information included elsewhere in this prospectus. Below is a summary of the significant accounting policies in accordance with U.S. GAAP that we believe are important for the presentation of our financial information and involve the need to make estimates and judgments about the effect of matters that are inherently uncertain. We also have other policies, judgments, estimates and assumptions that we consider as significant, which are set out in details in note 2 to our consolidated financial statements included elsewhere in this prospectus.

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Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to allowance for uncollectible accounts receivable, inventory valuation, useful lives and impairment for plant property and equipment, valuation allowance for deferred tax assets, fair value of financial instruments, warranty liabilities, and contingencies. Actual results could vary from the estimates and assumptions that were used.

Revenue recognition

In May 2014, the FASB issued Topic 606, “Revenue from Contracts with Customers”. This topic clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP. Simultaneously, this topic supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle of the guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Group currently generates its revenue from the following main sources:

Sales of goods

The Group sells finished products to customers. Those sales predominantly contain a single performance obligation and revenue is recognized at a single point in time when ownership, risks and rewards transfer, being the point of time of which the goods are collected by customer at the retail stores or shipped to the customer’s specific location. A provision for payment discounts and product return allowances is recorded as a reduction of sales in the same period the revenue is recognized.

Membership reward points

The Group offers customer pricing allowances by operating a membership loyalty program where retail customers accumulate points for purchases made which entitle them to discount on future purchases. Revenue from the reward points is recognised when the points are redeemed or when they expire after the initial sale. The reward points expire in December in each calendar year.

Prepaid cash coupons (e.g., gift cards)

The Company sells prepaid cash coupons (e.g., gift cards) to customers for the exchange of finished products at the same price of the face value of each prepaid cash coupons. Bonus coupons are issued when the customers purchase the pre-determined number of prepaid cash coupons in bulk. A portion of the fair value of the consideration received is allocated to the bonus coupons. Payments received for the prepaid cash coupons are recorded as contract liability at the time of receipt.

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Customers may not utilise all of their contractual rights within the pre-determined period. Such unutilised prepaid cash coupons are referred to as breakage. An expected breakage amount in contract liability is determined by historical experience and is recognised in the income statement in proportion to the pattern of utilization by the customers. Any contract liability outstanding at the expiry of the service period is fully recognised in the income statement.

Consignment service income

The Company earns the consignment service income by providing consignment service to the customers in the Company’s retail stores. Consignment service income is recognised at the pre-determined percentage when the goods are sold to ultimate customers.

Interest income

Interest income, on an accrual basis using the effective interest method by applying the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, when appropriate, to the net carrying amount of the financial asset.

Lease

In February 2016, FASB issued ASU 2016-02, Leases (Topic 842), which requires lease assets and liabilities to be recorded on the balance sheet. The Group adopted this ASU and related amendments as of January 1, 2019 under the modified retrospective approach and elected to adopt the following lease policies in conjunction with the adoption of ASU 2016-02: (i) for leases that have lease terms of 12 months or less and do not include a purchase option that it is reasonably certain to exercise, the Group elected not to apply ASC 842 recognition requirements; and (ii) the Company elected to apply the package of practical expedients for existing arrangements entered into prior to January 1, 2019 to not reassess (a) whether an arrangement is or contains a lease, (b) the lease classification applied to existing leases, and (c) initial direct costs.

For any new or modified lease, the Group determines whether a contract is or contains a lease at the inception of the contract. The Group records right-of-use (“ROU”) assets and lease obligations for its finance and operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. Lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Group has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less. For a majority of all classes of underlying assets, the Group has elected to not separate lease from non-lease components. For leases in which the lease and non-lease components have been combined, the variable lease expense includes expenses such as common area maintenance, utilities, and repairs and maintenance.

Recent Accounting Pronouncements

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

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HISTORY AND CORPORATE STRUCTURE

Our Group’s history can be traced back to March 1999 when Mr. Wong and Ms. Cheuk incorporated Organic Gardens to start the business of marketing of natural and organic foods. In the same year, we launched our first retail store with an aim to introduce quality natural and organic foods to our customers.

Over the years, we have successfully built up the brand of “Greendotdot” and we have grown into a well-known retailer in natural and organic foods in Hong Kong. According to the Frost & Sullivan Report, our Group ranked as the second largest natural and organic retail chain in Hong Kong in terms of revenue in 2021.

Corporate Structure

Our Company was incorporated in the Cayman Islands on December 24, 2018 under the Companies Act as an exempted company with limited liability. As of the date of this prospectus, our authorized share capital is US$100,000 divided into 100,000,000 shares of a par value of US$0.001 each. GDD Retail and OG Wholesales became the holding companies of our group of companies comprised of Organic Gardens, GDD Hong Kong and Linden Tree pursuant to a group reorganization, and GDD Retail and OG Wholesales were initially owned as to 80% and 20% by Mr. Wong and Ms. Cheuk, respectively.

Upon completion of the group reorganization and as at the date of this prospectus, we are owned as to approximately 73.19% by WKW Investment, approximately 17.41% by CFT Investment, 4.60% by Mr. Cui and 4.80% by Unicorn, respectively.

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Organization Chart

The chart below sets out our corporate structure as of the date of this prospectus.

Entities

A description of our principal subsidiaries is set out below.

Organic Gardens

Organic Gardens was incorporated in Hong Kong as a limited liability company on March 3, 1999. Upon its incorporation, one fully paid ordinary share was allotted and issued to each of the two initial subscribers respectively. On March 9, 1999, six and two fully paid ordinary shares were allotted and issued to Mr. Wong and Ms. Cheuk in consideration of HK$6 and HK$2, respectively. On March 13, 1999, the initial subscribers transferred their two ordinary shares to Mr. Wong in total consideration of HK$2. On December 17, 2018, Mr. Wong and Ms. Cheuk were allotted and issued 799,992 and 199,998 fully paid ordinary shares in consideration of HK$799,992 and HK$199,998, respectively. Pursuant to a Group reorganization on December 28, 2018, OG Wholesales acquired the entire share capital of Organic Gardens in consideration of the allotment and issue of 7,992 and 1,998 shares in OG Wholesales to WKW Investment and CFT Investment, respectively, credited as fully paid.

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Organic Gardens principally engages in wholesale and trading of natural and organic foods and the operation of the Food Factory and a warehouse in Hong Kong.

GDD Hong Kong

GDD Hong Kong was incorporated in Hong Kong as a limited liability company on April 14, 2000. Upon its incorporation, one fully paid ordinary share was allotted and issued to each of the two initial subscribers respectively. On May 22, 2000, 8,998 and 1,000 fully paid ordinary shares were allotted and issued to Organic Garden Biotechnology Limited (a company controlled by Mr. Wong at that time) and CyberAction.com Limited (now known as Kampery F&B) in consideration of HK$8,998 and HK$1,000, respectively. On June 14, 2000, the initial subscribers transferred their two ordinary shares to Organic Garden Biotechnology Limited in consideration of HK$2. On October 8, 2008, Organic Garden Biotechnology Limited transferred 7,200 and 1,800 ordinary shares to Mr. Wong and Ms. Cheuk respectively in consideration of HK$7,200 and HK$1,800, respectively. On December 17, 2018, Mr. Wong, Ms. Cheuk and Kampery F&B were allotted and issued 712,800, 178,200 and 99,000 fully paid ordinary shares in consideration of HK$712,800, HK$178,200 and HK$99,000, respectively. Pursuant to a Group reorganization on December 28, 2018, Mr. Wong, Ms. Cheuk and Kampery F&B transferred their 720,000, 180,000 and 100,000 shares in GDD Hong Kong to GDD Retail in consideration of the allotment and issue of 7,143, 1,785 and 992 shares to WKW Investment, CFT Investment and WKW Investment, respectively, credited as fully paid.

GDD Hong Kong principally engages in retail (through retail outlets and online) of natural and organic foods in Hong Kong.

Linden Tree

Linden Tree was incorporated in Hong Kong as a limited liability company on May 20, 2013. Upon its incorporation, one fully paid ordinary share was allotted and issued to each of Mr. Wong and Ms. Cheuk, respectively. On December 17, 2018, each of Mr. Wong and Ms. Cheuk was allotted and issued 4,999 fully paid ordinary shares in consideration of HK$4,999, respectively. Pursuant to a Group reorganization on December 28, 2018, Mr. Wong and Ms. Cheuk transferred 5,000 and 5,000 shares, respectively in Linden Tree to GDD Retail in consideration of GDD Retail allotting and issuing 35 and 35 shares, respectively, to WKW Investment and CFT Investment, respectively, credited as fully paid.

Linden Tree principally serves as the trademark holding company of our Group.

Key Milestones

The key milestones in the development of our Group are highlighted chronologically below:

Year	Milestones
1999	Organic Gardens was incorporated in Hong Kong to start business on the marketing of natural and organic food
	We established our first retail store
	We entered into our first consignment agreement with a supermarket chain in Hong Kong
2003	Our first cooperation with a chain catering group in Hong Kong
2008	We were awarded “Best Small and Medium Business Award” by The Hong Kong Chamber of Small and Medium Business Limited
2009	We obtained our first Food Factory license to carry on the business of mixing and packing dry food
2012	We were recognized as a “Top 10 Organic Retailer” by Hong Kong Organic Resource Centre
2019	We were awarded ISO 22000:2005 and HACCP by the Hong Kong Quality Assurance Agency

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INDUSTRY OVERVIEW

We are principally engaged in the sale of natural and organic food under our “Greendotdot” brand.

OVERVIEW OF NATURAL AND ORGANIC FOOD MARKET IN HONG KONG

The development of the natural and organic food market in Hong Kong has been influenced by the western countries for the past 20 years. Given the internet boom and the rise of social media, consumers in Hong Kong have become more aware of the food choices for health and food safety reasons, hence creating an opportunity for the natural and organic food market to grow in recent years. Currently in Hong Kong, most of the natural and organic food is imported from overseas and sold at natural and organic food stores, supermarkets and department stores. However, there are also organic farms in Hong Kong that produce organic food locally and distribute to various retailers for sale.

Natural food – refers to food that avoids the use of additives, pesticides, coloring, or chemically processed during the production process. Natural food segment can be furthered classified into fruits and vegetables, meat, fish & poultry products, frozen and processed food, dairy products and others.

Organic food – refers to food that is produced, prepared and labelled according to the organic standards and certified by a certification body or authority of their country of origin. The growing of organic vegetables and fruits relies on natural substances and physically, mechanically or biologically based farming methods without the usage of any fertilizers made with synthetic ingredients, pesticides or bioengineering, whereas organic meat, eggs and dairy products will be produced without the use of any antibiotics or growth hormones. The process of growing and raising of crops and animals should not have application of genetic modification and ionizing radiation.

The organic production standards include:

(i) Planting, Growing – avoid the use of chemical pesticides and fertilizers; but emphasizing natural substances and physically, mechanically or biologically based farming methods such as crop rotation, animal and plant manures, hand weeding and biological pest control; and

(ii) Raising animals – avoid the use of antibiotics, growth hormones and other animal feed additives.

Market size

The market size of natural and organic food market surged from HK$1,126.7 million in 2016 to HK$2,017.6 million in 2021, representing a CAGR of 12.4%. Local consumers’ rising awareness of the benefits of a healthy diet and knowledge about organic food generated higher demand for natural and organic food and drove the growth in sales of natural and organic food. The market is predicted to continue its growth as more retailers are anticipated to enter the market to supply various natural and organic food to fulfill consumer demand. The natural and organic food market will grow at a CAGR of 13.7% and reach HK$3,811.8 million by the end of 2026.

Market driver

Consumer raised concerns of food safety in recent years

The Hong Kong government has established stringent regulation on food imported from overseas and taken samples of food to ensure the food is safe to be consumed. Despite the effort from the Food and Environmental Hygiene Department of Hong Kong, food issues around the world, such as food contamination, livestock diseases and excessive usage of pesticides and hormones continued to raise consumer concerns and public awareness regarding the food and ingredients they consume on a daily basis. As consumers want to ensure the food that they consume is safe and also free of additives, they begin to seek stores that sell natural and organic food. Despite the higher price of natural and organic food, consumers are willing to increase their expenditure on food to ensure that they are consuming food that will not damage their health in the short term or long term thus driving the growth of natural and organic food market in the past few years.

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Improving standard of living in Hong Kong

According to the Census and Statistics Department of Hong Kong, the gross national income (GNI) per capita has surged from approximately HK$335,010 to approximately HK$413,671 from 2015 to 2021. The rise of GNI per capita indicates a greater consumption power and willingness towards consumer expenditure on food and beverages. Underpinned by the rising disposable income and raising awareness in health consciousness, the living standard in Hong Kong has been improving and consumers in Hong Kong has been more willing and able to select food products with better quality and higher nutritional values. Natural and organic food offers a good alternative to traditional food products for the consumers in Hong Kong as natural and organic food contains fewer pesticides, is GMO-free and often richer in nutrients. Moreover, as consumers in Hong Kong are paying more attention to environmental protection, more consumers would choose organic food over normal food products as organic farming is more eco-friendly.

Increasing importance of healthy eating to reduce risk of long-term diseases

Hong Kong as a fast-paced and highly populated city has created an intense and pressurized lifestyle for its residents. However, in recent years, it has shown that the long working hours that created an imbalanced lifestyle has taken a toll on people’s health as improper diets, lack of sleep and exercise are pushing the working class to become more prone to chronic diseases or central obesity. Therefore, despite the lack of free time, the working class are becoming more aware of their diet and electing to eat natural and organic food in order to reduce their risk of getting sick and of disease in the future. Furthermore, consumers are changing their habit of selecting junk food and focusing more on creating a healthier diet.

E-commerce to propel natural and organic food market

Consumers receive a lot of information through social media and the internet about natural and organic food, and establishing an e-commerce channel to conduct sales of natural and organic food products will expose our products to more consumers. Given the long working hours of the working class, being able to order the food they want with ease will be critical to expanding the market. Thus, in recent years, more individual sellers are importing food products from overseas, including livestock products that are sold online and delivered as cold packages to deliver to customers’ household. Therefore, applying a similar model in selling natural and organic food is likely to propel the natural and organic food market.

Market opportunities

Other Categories of Natural and Organic Products

As more consumers shift their purchasing habits to shopping for natural and organic products, it is likely that they will become more aware of the availability of natural and organic options for products they use on a daily basis. For instance, there are natural and organic options for cosmetics, toiletries and fashion apparel being used by consumers in other geographical areas, such as North America, and the use of such products helps reduce the use of chemicals, a welcome change for many consumers. Consumers in Hong Kong, an economically leading and modern city, are expected to adopt these and other non-food categories of natural and organic products. This creates a sizeable opportunity for retailers to grow into the various segments of natural and organic products.

Collaboration with upstream local organic food producer in Hong Kong

Organic farms are growing quickly and creating new experimental farming techniques to keep up with growing consumption and downstream demand. The exposure of these farms is still under development, while more resources are devoted to expand their sales channel. As an opportunity for both upstream local organic food producers and downstream retailers, natural and organic food retailers could collaborate with these producers and farms through increasing their channel of distribution and help these farms gain more exposure to general consumers in Hong Kong. This allows more consumers to learn about the process of organic farming and gives them a better understanding of the differences between organic and non-organic food. Further, proper education about these differences will help increase the number of consumers who consider purchasing natural and organic food and allow the natural and organic food market in Hong Kong to continue to grow.

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Market challenges

The Hong Kong economy has been heavily impacted by the outbreak of COVID-19 since January 2020, which has led to a stagnant economy and decreased spending on non-essential commodities and services. The total value of retail sales has plummeted from HK$431.2 billion in 2019 to HK$326.4 billion in 2020, representing a year-on-year decline of approximately 24.3%.

Nevertheless, the natural and organic food market remained resilient under the contracting economic circumstances, which is attributed to the following factors:

i.

Health and food safety serve as the primary impetus of the growth for organic products during the outbreak of COVID-19. The outbreak has raised citizens’ salience in health consciousness while the continuous improved living standard has prompted increasing willingness for consumers to opt for natural, organic, quality products with higher nutritional values. Organic foods are viewed as a less harmful alternative to conventional products as they are Genetically Modified Organisms-free and they have lower pesticide and antibiotic exposure. Further, organic certifications serve as a seal of quality, transparency and confidence, which in turn boosted the total sales during 2020 to 2021.

ii.

E-commerce has grown since the outbreak of COVID-19. Pandemic prevention and control policies such as social distancing and quarantine measures have been strictly implemented, where citizens have gradually switched from brick-and-mortar purchase to online purchase, thereby underpinning the e-commerce industry in Hong Kong. Numbers of brick-and-mortar retailers, including market participants of natural and organic food, have instigated online model to establish alternative connection with customers with a view to recover sales and boost customer participation. Sales promotions, live streaming and online advertisements have been the predominant way to reach potential customers, thereby boosting the sales of natural and organic food in omnichannel.

Shorter shelf life for natural and organic food products

Logistics and inventory control will be a crucial challenge for natural and organic food retailers in Hong Kong. Natural and organic food tends to be more perishable than normal food as the use of synthetic preservatives within these products are prohibited. Wastage of natural and organic food products is not unlikely should there be any inventory management issue, which may result in profit loss for the wholesaler and retailer. To prevent this situation, the amount of inventory ordered needs to be strictly controlled.

Tightening regulation on the import of natural and organic food

The Hong Kong Government currently does not impose specific regulations for natural and organic food products. Given the rising popularity of natural and organic food, government officials in Hong Kong have raised concerns about its regulation. It is likely that the government will take action to establish laws and regulations in the foreseeable future which may affect current sellers of natural and organic food products.

Entry barriers

Initial capital investment

The initial capital investment to enter the natural and organic food market in Hong Kong is relatively high. The major operational costs come from rental, store renovation, frontline staff salary as well as funds to pay off the suppliers. With the rising cost in retail rentals and labor, the capital investment encounters a rising trend, acting as a higher barrier to entry for market entrants.

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Establishing business networks

Major players in the natural and organic food market in Hong Kong have often developed strong business networks, linking brands and wholesalers. These players are able to reduce cost to gain a higher profit. Market entrants may need significant time and effort to establish such relationship with suppliers in order to ensure that they have sufficient products to be sold in their stores as well as the ability to offer an attractive price.

Brand reputation

It is important for natural and organic food retailers to build a positive brand image and reputation as it is one of the most influential factors to attract customers. Good brand reputation can gain customer loyalty and retain customers. Market entrants of such market may find it difficult to build a reputable brand among a number of existing market players within the industry, hence brand reputation acts as an entry barrier for new entrants.

Competitive landscape of natural and organic food market in Hong Kong

Underpinned by the rising popularity of and demand for natural and organic food in Hong Kong, the natural and organic food industry in Hong Kong is still at the developing stage with increasing number of market entrants every year. Currently, natural and organic food can be found in a number of stores including wet markets, grocery stores, supermarkets, specialized food stores etc. The overall natural and organic food market is considered to be competitive and fragmented. As of December of 2021, there were over 300 establishments of specialized natural and organic retail stores in Hong Kong in 2021 and the number of specialized stores is expected to exceed 550 by 2026. The natural and organic food stores in Hong Kong mainly compete in (i) store location; (ii) food quality; (iii) price; and (iv) product offerings. It is also common that the natural and organic food retailers would sell other organic non-food items at their stores. In general, the price of foreign natural and organic food product brands is similar to the price of local brands, or occasionally 5% to 10% higher than the local brands, depending on the products’ origin and quality.

Our Group ranked second among natural and organic food chains in Hong Kong in 2021 in terms of estimated revenue with a market share of 8.2%.

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BUSINESS

Our Mission

Our mission is to be a leader in the sales of natural and organic foods industry in Hong Kong. In this regard, we intend to continue to introduce quality products from local and overseas suppliers to our customers. We operate our “Greendotdot (点点綠)” brand by sourcing, procuring, marketing and selling a wide variety of quality products, such as packaged foods, fresh foods, frozen foods and other products such as honey, beverages, edible oils, seasonings and other non-food items. Our emphasis is to add value to all stakeholders through developing our brand image and building customer confidence and loyalty to our brand and products.

Overview

We are a well-known Hong Kong based retailer principally engaged in the sales of natural and organic food under our “Greendotdot (点点綠)” brand. We offer over 600 products sourced from various overseas and local suppliers and operated a chain of 23 retail stores in Hong Kong under our brand “Greendotdot (点点綠)”.

According to the Frost & Sullivan Report, our Group ranked as the second largest natural and organic food retail chain in Hong Kong in terms of our revenue, translating to a market share of approximately 8.2% in the natural and organic food market in Hong Kong in 2021. For the years ended December 31, 2019 and 2020 and the ten-month period ended October 31, 2021, our Group’s revenue amounted to approximately HK$156,393,000, HK$172,809,000 and HK$137,378,000, respectively. Our net profit was approximately HK$5,890,000, HK$12,427,000 and HK$6,053,000 for the respective year/period.

Our Products

Our Group offers a comprehensive range of over 600 products in our product portfolio sourced from various regions, such as Hong Kong, the PRC, Canada, the United States, Thailand, Taiwan and Europe. Our revenue was mainly derived from the sales of (i) packaged foods; (ii) fresh foods; (iii) frozen foods; and (iv) other products. A majority of our products are sold under our own brands including “Greendotdot”, “Organic Gardens” and “Linden Tree”. The below table sets forth the key categories of the products offered by our Group:

Product category	Principal products
Packaged foods	Grains, cereal, noodles, beans, instant drink powder, snacks, pre-packaged soup and soups packs

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Fresh foods	Fresh fruits and vegetables, tofu and eggs
Frozen foods	Frozen seafood and meat
Others	Honey, beverages, edible oils, seasonings and non-food items

Sales Channels

We have established various sales channels for our products to reach a larger customer base, comprising (i) retail sales via our retail stores, online sales platforms and exhibitions; (ii) consignment sales through supermarkets and department stores; and (iii) wholesales to our bulk-purchase customers. We generate a significant majority of sales in Hong Kong.

Sales from our retail stores

As of December 31, 2021, we operated a chain of 23 retail stores in Hong Kong under our brand “Greendotdot (点点綠)”, of which seven, nine and seven stores are located in Hong Kong Island, Kowloon and New Territories, respectively. Amongst our 23 retail stores, 19 retail stores are located in MTR stations, three retail stores are situated in shopping complexes and one retail store is a street level store.

Consignment sales

As of December 31, 2021, we have entered into consignment agreements with 8 consignees, which consist of supermarkets and department stores. In addition to the consignment arrangement, we also wholesale our products to supermarkets which then on-sell our products to end customers at their stores. We mainly sell packaged foods, including grains, cereal, beans and instant powder products, through our consignees’ stores. As of December 31, 2021, we had consignees with 133 point of sales, respectively.

Wholesale

In addition to our retail sales, we also sell our products on a wholesale basis to our bulk-purchase customers. As of December 31, 2021, we sold our products to 72 wholesale customers, respectively, which included, among others, supermarkets, bakery chains and restaurant chains. We usually sell packaged foods, such as grains and cereal, and seasoning products such as salt or sugar, to our wholesale customers. Save for certain retailers such as supermarkets which will on-sell our products to end customers at their stores, all other wholesale customers generally purchase our products for self-use.

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Our Licenses, Permits and Registrations

Each of GDD Hong Kong and Organic Gardens is a Food Importer/Distributor registered with the Food and Environmental Hygiene Department of Hong Kong and holder of the retailer and/or wholesaler license in Chinese herbal medicine issued by the Chinese Medicines Board of Hong Kong. Further, Organic Gardens is the holder of the Food Factory License issued by the Food and Environmental Hygiene Department of Hong Kong. For the retail of natural and organic foods or other non-food products in Hong Kong, GDD Hong Kong also obtained the relevant permits and licenses, including milk permits, frozen confections permits, online restricted food permits and licenses for listed sellers of poisons issued by the respective local authorities. Our Directors confirm that we had obtained all necessary material licenses, permits and registrations for our business operation in Hong Kong being in compliance with relevant laws and regulations.

All of our licenses, permits and registrations are still valid and in force. Our Directors confirmed that our Group did not experience any material difficulties in obtaining and/or renewing such licenses, permits and registrations. Further, our Directors are not aware of any circumstances that would significantly hinder or delay the renewal of such licenses, permits and registrations upon their expiration.

Our Operation

Identification, procurement and sourcing

We have adopted a stringent approach in selecting, sourcing and procuring products from our suppliers in order to ensure we are able to source quality and reliable natural and organic products. We evaluate our suppliers with reference to a number of factors to ensure that our suppliers comply with relevant standards regarding production process, food quality and food safety. For more details on the selection process of our suppliers, please see “Vendors” in this section.

Once potential suppliers have been identified and selected by us, we put them into our approved supplier list and start placing purchase orders to procure products from them. Subject to the countries of origin of the suppliers and the availability of products, local suppliers generally take around one to seven days from placing a purchase order with our suppliers to the delivery of the products to our retail stores, Food Factory or warehouse, while it normally takes one to five months for overseas suppliers to deliver orders to Hong Kong which are then collected by independent logistics service providers appointed by us and delivered to our specified destinations.

Quality check

To ensure the quality of the products we sell, our Group adopts a stringent quality control regime across different stages of our operation, where multiple departments such as the procurement team and quality assurance team are involved in the quality control procedures. For instance, we conduct random quality checks by ourselves or through external laboratories when shipping raw materials or when products arrive at designated warehouses or our Food Factory. For products that are delivered directly to our retail stores, the respective shop supervisor of our individual retails store conducts inspections and quality checks and sorts out any defective or damaged products. In circumstances where we find defective or damaged products, we either ask for replacement of the defective or damaged products or for a refund of the purchase price.

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Processing and packaging

While some of our suppliers produce and package the end products to our Group once the design and packaging of the products have been agreed on, we also procure raw materials from our suppliers and package our own products in our Food Factory. We currently conduct our packaging process for certain types of products in our Food Factory, which covers an area of approximately 384.9 sq.m. Occasionally, we may also outsource our packaging process if we do not have enough capacity to cope with the production demands. For the years ended December 31, 2019 and 2020 and the ten-month period ended October 31, 2021, our outsourcing expenses for the packaging process amounted to approximately HK$1,153,000, HK$1,861,000 and HK$1,029,000, respectively. After the quality check at our Food Factory, raw materials are weighted, mixed in pre-determined proportion and filled in the food packaging bags, which are subsequently vacuumed and sealed. These finished products as produced from raw materials procured will then be checked and packaged into cardboard boxes before they are transported to our warehouse or designated warehouses for further distribution to our sales channels in Hong Kong.

Warehousing and logistics

Upon the shipment from suppliers or completion of the packaging process in our Food Factory, raw materials or finished products are stored in the designated warehouses. As of December 31, 2021, we engaged five independent logistics services providers for the provision of warehousing and logistics services in Hong Kong. We also rented one warehouse in Hong Kong to store our products. We entered into warehousing and logistic agreements with independent logistics service providers based in Hong Kong for warehousing and storage services which range from one to three years. Our Group will pay the independent logistics services provider a storage charge based on the volume of inventory being stored in the respective warehouse facilities.

For the years ended December 31, 2019 and 2020 and the ten-month period ended October 31, 2021, the fees for warehousing premises procured from the independent logistics service providers and our leased warehouse incurred by our Group amounted to approximately HK$4,389,000, HK $4,744,000 and HK$4,182,000, respectively. To maintain the quality of our raw materials and finished products, they are stored in well-ventilated, temperature and humidity-controlled warehouse. In particular, our Group utilized one frozen cold storage room in one of the warehouse premises for storing frozen foods, such as frozen meat and seafood.

Upon receiving purchase orders from our customers or inventory replenishment orders from our retail stores and consignees’ stores, our customer service department will coordinate with our logistics service providers to arrange delivery of our products. We incurred service fee of approximately HK$4,038,000, HK$4,687,000 and HK$3,285,000 for transportation and logistics services provided by our logistics services providers for the years ended December 31, 2019 and 2020 and the ten-month period ended October 31, 2021, respectively.

Sales

We believe our continued growth relies significantly on our ability to improve our sales coverage. As such, we are dedicated to expanding our sales and distribution networks. Our sales and distribution networks include: (i) retail sales via our self-operated retail stores, online sales platforms and exhibitions; (ii) consignment sales through supermarkets and department stores; and (iii) wholesales to our bulk-purchase customers. For further details, please see “Sales Channels” in this section.

Customer service

We believe an effective communication between our sales personnel and customers enables us to promote our products, enhance our brand image, and also acquire a better understanding of the needs and preferences of our customers. Our staff are well-equipped with knowledge and information of our products including origins, ingredients, features and health benefits, which allows our staff to provide comprehensive product information to our customers. We recognize that the service etiquette and product knowledge of our frontline sales personnel are critical in presenting the image of our products and delivering a satisfactory shopping experience to our customers.

We also consider customer feedback a valuable tool for improving our service. We have a set of procedures for handling customer feedback and complaints in a prudent manner. Our customer service department is responsible for handling customer feedback and complaints and answering any concern in relation to our products to ensure timely responses to customers’ enquiries. Where any complaint regarding the quality of our products is received from any customer or any regulatory authority, such complaint would be escalated and brought to the attention of our Directors. We will handle the complaint by conducting internal investigation on the complaint and addressing any concerns or enquiries from the relevant customers or regulatory authorities. We did not receive any material complaint from any customer or any regulatory authority during the Track Record Period.

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Return policy

While we do not offer any product warranty for our products, to ensure our customers are satisfied with our services, we generally accept returns or exchanges for any defective or damaged products with quality issue within reasonable time of purchase from us by our customers. After the proper inspection and examination by our staff and if the product sold is defective or damaged, we provide a refund to our customers or exchange the defective or damaged products with products of similar value. During the years ended December 31, 2019 and 2020 and the ten-month period ended October 31, 2021, we did not experience any material product return due to product quality defects or damages, as well as any liability claims in relation to the same.

Business Strategies

To further enhance our market position in the natural and organic food industry and to continue our business expansion, we intend to (i) expand and reinforce our retail network by setting up new retail stores and refurbishing the existing retail stores in Hong Kong; (ii) further enhance our brand recognition; (iii) further upgrade our information technology systems; and (iv) enhance the packaging process at our existing Food Factory.

Competitive landscape of natural and organic food market in Hong Kong

Underpinned by the rising popularity of and demand for natural and organic food in Hong Kong, the natural and organic food industry in Hong Kong is still at the developing stage with increasing number of market entrants every year. Currently, natural and organic food can be found in a number of stores including wet markets, grocery stores, supermarkets, specialized food stores etc. The overall natural and organic food market is considered to be competitive and fragmented with over 300 establishments of specialized natural and organic retail stores in Hong Kong in 2021 and the number of specialized stores is expected to exceed 550 by 2026. The natural and organic food stores in Hong Kong mainly compete in (i) store location; (ii) food quality; (iii) price; and (iv) product offerings. It is also common that the natural and organic food retailers would sell other organic non-food items at their stores. In general, the price of foreign natural and organic food product brands is similar to the price of local brands, or occasionally 5% to 10% higher than the local brands, depending on the products’ origin and quality. According to the Frost & Sullivan Report, our Group ranked second among natural and organic food chains in Hong Kong in 2021 in terms of estimated revenue with a market share of 8.2%.

Our Growth Strategy

Our Group has formulated the following business strategy to further enhance our market position in the natural and organic food industry and to continue our business expansion.

Expand and reinforce our retail network by setting up new retail stores and refurbishing the existing retail stores in Hong Kong

In order to reinforce our leading market position, we strive to expand and improve our sales channels continuously to capture a wider customer base and further improve our market share. As sales via our “Greendotdot (点点綠)” retail stores are our principal source of income, we intend to expand our geographic coverage by setting up new retail stores so as to increase our market presence in Hong Kong.

We operate a chain of 23 retail stores in Hong Kong under our brand “Greendotdot (点点綠)”. Our Directors believe that the continuous expansion of our retail stores network would enhance our brand presence in Hong Kong and allow our Group to widen our customer base, which in turn would help reinforce our leading position in the market by capturing more market share.

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As set forth in the above expansion plan, we intend to open new retail stores at prime locations in Hong Kong. Having considered that (i) the COVID-19 pandemic is generally under control; (ii) the demand for food products is well-supported by consumers in the market; (iii) the sales for natural and organic food in Hong Kong is expected to continue its growth as driven by the local consumers’ rising belief in a healthy diet and increasing knowledge about organic food, according to the Frost & Sullivan Report; and (iv) we have an established reputation and brand recognition in the natural and organic food market, which help maintain our popularity and customer loyalty amid the volatile economic conditions, our Directors believe that there will be sufficient market demand to support our expansion plans and our Group will be able to expand our market share by capturing market opportunities.

In addition to the opening of new retail stores, we also intend to refurbish our existing retail stores.

Real Property

We do not own any properties and have currently leased or licensed 25 properties in Hong Kong. The properties are primarily used for the operation of our retail stores, office, Food Factory and warehouse.

The following table sets out the details of our Group’s existing operating leases or licenses for our retail stores:

Property	Term of lease/license	Basis of rent/ license fee	Area
			(sq.m.)
Hong Kong
Shop Unit 160, 1/F, 100 Shing Tai Road, Paradise Mall, Heng Fa Chuen, Chai Wan, Hong Kong	1/3/2021 – 29/2/2024	Monthly rent and a certain percentage of the monthly gross sales turnover	15.6
Nos, 265A and 265B, Level 2 Ma On Shan Plaza, 608 Sai Sha Road, Ma On Shan, Shatin, New Territories, Hong Kong	1/5/2020 – 30/4/2023	Monthly rent and a certain percentage of the monthly gross sales turnover	57.3
Shop No. K01, Upper Ground Floor, Olympian City I, 11 Hoi Fai Road, West Kowloon, Hong Kong	16/6/2020 – 15/6/2022	Monthly rent and a certain percentage of the monthly gross sales turnover	23.8
Part of Shop B, Ground Floor, Fat Cheong Building, Nos. 63–81	1/3/2021-28/2/2024	Monthly rent	38.9
Electric Road, Hong Kong Shop ADM 29, Admiralty MTR Station	24/4/2021 – 23/4/2024	Monthly license fee or a certain percentage of monthly gross sales turnover whichever is higher	26.12
Shop DIH 13, Diamond Hill MTR Station	7/8/2020 – 6/8/2023	Monthly license fee or a certain percentage of monthly gross sales turnover whichever is higher	25

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Shop FOH 11, Fortress Hill MTR Station	13/8/2020 – 12/8/2023	Monthly license fee or a certain percentage of monthly gross sales turnover whichever is higher	16.62
Shop HAH 16, Hang Hau MTR Station	12/10/2020 – 11/10/2023	Monthly license fee or a certain percentage of monthly gross sales turnover whichever is higher	17.5
Shop HOK 23B, Hong Kong MTR Station	22/4/2020 – 21/4/2023	Monthly license fee or a certain percentage of monthly gross sales turnover whichever is higher	31.6
Shop KOB 12, Kowloon Bay MTR Station	5/5/2019 – 4/5/2022	Monthly license fee or a certain percentage of monthly gross sales turnover whichever is higher	12
Shop KWT 12, Kwun Tong MTR Station	14/12/2021 – 13/12/2024	Monthly license fee or a certain percentage of monthly gross sales turnover whichever is higher	13.23
Shop MEF 6, Mei Foo MTR Station	15/7/2020 – 14/7/2022	Monthly license fee or a certain percentage of monthly gross sales turnover whichever is higher	11.3
Shop PRE 20, Prince Edward MTR Station	2/5/2021 – 1/5/2024	Monthly license fee or a certain percentage of monthly gross sales turnover whichever is higher	18
Shop SSP 14, Sham Shui Po MTR Station	8/8/2019 –7/8/2022	Monthly license fee or a certain percentage of monthly gross sales turnover whichever is higher	22.69
Shop SYP 2, Sai Ying Pun MTR Station	29/3/2021 – 28/3/2024	Monthly license fee or a certain percentage of monthly gross sales turnover whichever is higher	24.7

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Shop TSW 9, Tsuen Wan MTR Station	30/11/2019 – 29/5/2023	Monthly license fee or a certain percentage of monthly gross sales turnover whichever is higher	20
Shop TSY 307, Tsing Yi MTR Station	16/10/2019 – 15/10/2022	Monthly license fee or a certain percentage of monthly gross sales turnover whichever is higher	43.5
Shop TUM 23, Tuen Mun MTR Station	1/3/2022 – 28/2/2025	Monthly license fee or a certain percentage of monthly gross sales turnover whichever is higher	21.1
Shop YMT 22, Yau Ma Tei MTR Station	7/9/2021 – 6/9/2024	Monthly license fee or a certain percentage of monthly gross sales turnover whichever is higher	17.14
Shop YUL 8, Yuen Long MTR Station	26/3/2022 – 25/3/2025	Monthly license fee or a certain percentage of monthly gross sales turnover whichever is higher	21.1
Shop TUC 8, Tung Chung MTR Station	12/10/2020 – 11/10/2023	Monthly license fee or a certain percentage of monthly gross sales turnover whichever is higher	19
Shop KET 7, Kennedy Town MTR Station	28/10/2020 – 27/10/2023	Monthly license fee or a certain percentage of monthly gross sales turnover whichever is higher	32
Shop KOT 4, Kowloon Tong MTR Station	28/12/2020-27/12/2023	Monthly license fee or a certain percentage of monthly gross sales turnover whichever is higher	10.82

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The following table sets out the details of our Group’s existing operating leases for our office, Food Factory and warehouse:

Property	Usage	Term of lease	Basis of rent	Area
				(sq.m.)
Hong Kong
Flat 2–3,4/F, Join-in Hang Sing Centre, 2–16 Kwai Fung Crescent, Kwai Chung, New Territories, Hong Kong	Warehouse and back office	1/1/2022-31/12/2022	Monthly rental fee	179.3
4th Floor, Tower 2, Room F, G, J &N, Wah Fung Industrial Centre, 33–39 Kwai Fung Crescent, Kwai Chung, New Territories, Hong Kong	Food Factory	1/1/2022 – 31/12/2022	Monthly rental fee	384.9

Marketing And Promotional Activities

We strive to capture an extensive customer base and to deepen market penetration for our products. We obtain market information and formulate our marketing and promotional strategies based on market dynamics and product characteristics. Our marketing and promotional initiatives include placing advertisements through various media and channels, such as printed publications, the internet and social media. We also adopt a variety of other advertising methods, including, direct mailing, joint promotions with other brands, in-store promotions and promotions at exhibitions.

Pricing Policy

We adopt a cost-plus pricing model to determine the retail price levels and the wholesale price levels of our products. We take into consideration various factors such as procurement costs, expected profit margins, marketing and promotion expenses, perceived market trends, and market price of similar products to ensure that our price is competitive in the market. We provide recommended retail prices to our consignees, which are similar to the retail prices adopted by our retail stores.

Customers

Due to the nature of our business, our revenue is mainly generated from retail customers, in particular through our retail stores and our consignees’ stores from the general public. As such, our customer base is highly diversified and our largest customer and five largest customers in aggregate accounted for less than 10% and 30% of our revenue for the fiscal years ended 2019 and 2020 and the ten-month period ended October 31, 2021, respectively. There has been no customer that accounted for 10% or greater of our revenue.

Vendors

We mainly source raw materials, finished products and packaging materials from our suppliers. As of the date of this prospectus, we have over 150 suppliers on our list of approved suppliers, which is subject to review and update regularly. The majority of our vendors are packaged foods suppliers. For the years ended December 31, 2019 and 2020 and the ten-month period ended October 31, 2021, our largest vendor accounted for 5.4%, 7.0% and 14.7% of our total cost of sales while our five largest vendors in aggregate accounted for 21.7%, 23.9% and 47.4% of our total cost of sales, respectively.

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Competition

The overall natural and organic food market is considered to be competitive and fragmented with over 300 establishments of specialized natural and organic retail stores in Hong Kong in 2020 and the number of specialized stores is expected to exceed 550 by 2026. According to the Frost & Sullivan Report, our Group ranked second among natural and organic food chains in Hong Kong in 2021 in terms of estimated revenue with a market share of 8.2%.

We consider our competitive advantages have contributed to our continued success, in particular of which our stable relationship with suppliers, established brand recognition and diversified product portfolio. We believe that our competitive strengths lie with (i) established brand recognition and market position in the growing natural and organic food market; (ii) our capability in identifying and vetting quality suppliers and our established relationships with existing suppliers; (iii) established sales channels supported by effective marketing and promotion initiatives; (iv) experienced management team with a proven track record.

Employees

As of December 31, 2019 and 2020 and October 31, 2021, we employed a total of 104, 118 and 126 persons, respectively.

Employees are not covered by collective bargaining agreements. We consider our global labor practices and employee relations to be good.

Intellectual Property

As of December 31, 2021, we are the registrant of three domains and five trademarks in Hong Kong and 19 trademarks in the PRC.

Awards And Accreditations

We have received various honors and awards in recognitions of, among others, our achievements as a retailer in the natural and organic food industry. The following table sets forth the major awards and accreditations we have received:

Awards/Recognitions/Accreditations	Awarding organization	Year(s) of Grant
Hong Kong Top Brand	The Chinese Manufacturers’ Association of Hong Kong Hong Kong Brand Development Council	2003
Best Small and Medium Business Award (最佳中小型企業獎)	The Hong Kong Chamber of Small and Medium Business Limited	2008
Top 10 Organic Retailer	Hong Kong Organic Resource Centre	2012
My Favourite MTR Shops 2014	MTR Corporation Limited	2014
RoadShow Best Loved Brands Awards	RoadShow	2014
Quality Organic Retailer	Hong Kong Organic Resource Centre	2014
Cosmopolitan Best of the Best Awards – Best Green Store	Cosmopolitan	2016
Health Brand/Products of the Year Awards – Best Wellness Product Store	Cosmopolitan	2018

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Insurance

In line with the customary industry practice, our Group primarily maintains insurance for (i) employees’ compensation liability for personal injury; (ii) public liability; and (iii) all risks insurance which include loss and theft of our inventories in our retail stores and warehouse. We will continue to review and assess our risk portfolio and make necessary and appropriate adjustments to our insurance practices to align with our needs and with industry practice in Singapore and in the markets in which we operate.

Litigation And Other Legal Proceedings

As of the date hereof, we are not party to any significant proceedings.

Impact Of COVID-19

Since June 2019, we have witnessed a deterioration in the Hong Kong economy as a result of the social unrest and the outbreak of COVID-19 pandemic. In the face of general economic uncertainties, consumer sentiment has turned cautious and the spending patterns of consumers have changed with consumer demand gradually shifting to foods and daily necessities products. According to the report on Monthly Survey of Retail Sales published by the Census and Statistics Department of the HKSAR Government, the average monthly retail value of foods remained relatively stable at approximately HK$6.1 billion for the years ended December 31, 2019 and further rose to approximately HK$6.2 billion for the year ended December 31, 2020, while it declined to HK$5.8 billion for the year ended December 31, 2021 primarily due to the outbreak of the COVID-19 where policies such as temporary closure of restaurants during night time has affected the industry in the short run. Although the social unrest and the outbreak of COVID-19 pandemic have weakened the local economy, customers’ rising demand for foods has underpinned the retail food market in Hong Kong.

In fact, similar to the above statistics as published by the Census and Statistics Department, the average customer spending at our retail stores remained relatively stable at HK$91.9, HK$95.3 and HK$90.7 for the years ended December 31, 2019 and 2020 and the ten month period ended October 31, 2021, respectively, notwithstanding that the outbreak of the COVID-19 pandemic has dampened the consumer sentiment of the overall retail market, as more customers have purchased food products to prepare their meals at home during the COVID-19 pandemic. As supported by the demand for our food products, we have also achieved a continuous growth in overall sales volume for our retail stores during the year ended December 31, 2020 and the ten-month period ended October 31, 2021. As such, the demand for our products was not adversely affected by the unfavorable market conditions in Hong Kong.

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REGULATORY ENVIRONMENT

THE LAWS AND REGULATIONS OF HONG KONG

The following sets forth a summary of the material laws and regulations relating to our Group’s business operations in Hong Kong.

Public Health and Municipal Services Ordinance

The legal framework for food safety control in Hong Kong is set out in Part V of the Public Health and Municipal Services Ordinance (Chapter 132 of the Laws of Hong Kong) (the “Public Health Ordinance”) and the relevant sub-legislations thereunder. The Public Health Ordinance requires the manufacturers and sellers of food to ensure that their products are fit for human consumption and comply with the requirements in respect of food safety, food standards and labelling.

As the business of our Group principally involves retail of natural and organic foods in Hong Kong, our Group is subject to the Public Health Ordinance.

Section 50 of the Public Health Ordinance prohibits the manufacturing, advertising and sale in Hong Kong of food or drugs that are injurious to health. Anyone who fails to comply with this section commits an offence which carries a maximum penalty of HK$10,000 and imprisonment for three months.

Section 52 of the Public Health Ordinance provides that, subject to a number of defenses in section 53 of the same ordinance, if a seller sells to the prejudice of a purchaser any food or drug which is not of the nature, substance or quality of the food or drug demanded by the purchaser, the seller shall be guilty of an offence which carries a maximum penalty of HK$10,000 and imprisonment for three months.

According to section 54 of the Public Health Ordinance, any person who sells or offers or exposes for sale or has in his possession for the purpose of sale or preparation for sale or deposits with, or consigns to, any person for the purpose of sale or of preparation for sale, any food intended for, but unfit for, human consumption, or any drug intended for use by human but unfit for that purpose, shall be guilty of an offence. The maximum penalty for contravention of section 54 is a fine of HK$50,000 and imprisonment for six months.

Section 61 of the Public Health Ordinance provides that it shall be an offence for any person who gives with any food or drug sold by him/her or displays with any food or drug exposed for sale by him/her any label which falsely describes the food or drug or is calculated to mislead as to its nature, substance or quality. Further, it shall also be an offence if any person publishes or is a party to the publication of an advertisement falsely describing any food or drug or is likely to mislead as to the nature, substance or quality of any food or drug. However, the offender can rely on warranty as a defense.

Section 71(2) of the Public Health Ordinance sets out that if a warranty is given by a person resident outside Hong Kong, it shall only be a defense if the company (i) has, not later than 3 clear days before the date of the hearing, sent to the prosecutor a copy of the warranty with a notice stating that he intends to rely on it and specifying the name and address of the person from whom he received it; and (ii) has also sent a like notice to that person, the company has to prove that it had taken reasonable steps to ascertain, and did in fact believe in, the accuracy of the statement contained therein.

Food Safety Ordinance

Food Safety Ordinance (Chapter 612 of the Laws of Hong Kong) (the “Food Safety Ordinance”) establishes a registration scheme for food importers and food distributors to require the keeping of records by persons who acquire, capture, import or supply food and to enable food import controls to be imposed.

Each of Organic Gardens and GDD Hong Kong is registered as a food importer/distributor under the Food Safety Ordinance so that our Group may import natural and organic food into Hong Kong for sale.

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Registration as food importer or distributor

Sections 4 and 5 of the Food Safety Ordinance require any person who carries on a food importation business or food distribution business to register with the Food and Environmental Hygiene Department as a food importer or food distributor.

Any person who does not register but carries on a food importation or distribution business, without reasonable excuse, commits an offence and is liable to a maximum fine of HK$50,000 and imprisonment for six months.

Record-keeping requirement relating to movement of food

Section 24 of the Food Safety Ordinance provides that a person who, in the course of business, supplies food in Hong Kong by wholesale must record the following information about the supply:

(1) the date the food was supplied;

(2) the name and contact details of the person to whom the food was supplied;

(3) the total quantity of the food; and

(4) a description of the food.

A record must be made under this section within 72 hours after the time the supply took place. Any person who fails to comply with the record-keeping requirement, without reasonable excuse, commits an offence and is liable to a maximum fine of HK$10,000 and imprisonment for three months.

Consumer Goods Safety Ordinance

The Consumer Goods Safety Ordinance (Chapter 456 of the Laws of Hong Kong) (the “Consumer Goods Safety Ordinance”) imposes a duty on manufacturers, importers and suppliers of certain consumer goods to ensure that the consumer goods they supply are safe and for incidental purposes.

Our products, other than food (which are specifically excluded under the schedule of the Consumer Goods Safety Ordinance), are regulated by the Consumer Goods Safety Ordinance and the Consumer Goods Safety Regulation (Chapter 456A of the Laws of Hong Kong) (the “Consumer Goods Safety Regulation”).

Section 4(1) of the Consumer Goods Safety Ordinance requires consumer goods to be reasonably safe having regard to all of the circumstances including (a) the manner in which, and the purpose for which the products are presented, promoted or marketed; (b) the use of any mark in relation to the consumer goods, instructions or warnings given for the keeping, use or consumption of the consumer goods; (c) reasonable safety standards published by a standards institute or similar bodies for consumer goods of the description which applies to the consumer goods or for matters relating to consumer goods of that description; and (d) the existence of any reasonable means to make the consumer goods safer.

According to section 2(1) of the Consumer Goods Safety Regulation, where consumer goods on their packages are marked with, or where any labels affixed to or any documents enclosed in their packages contain, any warning or caution regarding the safe keeping, use, consumption or disposal, such warning or caution shall be in both the English and the Chinese languages. Such warnings and cautions, as required by section 2(2) of the Consumer Goods Safety Regulation, shall be legible and be placed in a conspicuous position on (a) the consumer goods; (b) any package of the consumer goods; (c) a label securely affixed to the package; or (d) a document enclosed in the package.

Sale of Goods Ordinance

The Sale of Goods Ordinance (Chapter 26 of the Laws of Hong Kong) (the “Sale of Goods Ordinance”) provides, inter alia, that where a seller sells goods in the course of a business, there is an implied condition that (a) where the goods are purchased by description, the goods must correspond with the description; (b) the goods supplied are of merchantable quality; and (c) the goods must be fit for the purpose for which they are purchased. Otherwise, a buyer has the right to reject defective goods unless he or she has a reasonable opportunity to examine the goods.

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The business of our Group involves retail of natural and organic foods, and the Sale of Goods Ordinance provides implied terms for the standard of goods sold by our Group to its customers. A breach of the terms may give rise to a civil action for breach of contract by customers. However, no criminal liability arises from a breach of the implied terms.

Trade Descriptions Ordinance

The Trade Descriptions Ordinance (Chapter 362 of the Laws of Hong Kong) (the “Trade Descriptions Ordinance”) prohibits false trade description, false, misleading or incomplete information, false statements etc., in respect of goods offered in the course of trade. Therefore, all of the food and products sold by our Group are required to comply with the relevant provisions therein.

Section 2 of the Trade Descriptions Ordinance provides, inter alia, that “trade description” in relation to goods means an indication, direct or indirect, and by whatever means given, of certain matters (including among other things, quantity, method of manufacture, composition, fitness for purpose, availability, compliance with a standard specified or recognized by any person, price, their being of the same kind as goods supplied to a person, price, place or date of manufacture, production, processing or reconditioning, person by whom manufactured, produced, processed or reconditioned etc.), with respect to any goods or parts of the goods; and in relation to services means an indication, direct or indirect, and by whatever means given, of certain matters (including among other things, nature, scope, quantity, fitness for purpose, method and procedures, availability, the person by whom the service is supplied, after-sale service assistance, price etc.).

Section 7 of the Trade Descriptions Ordinance provides that no person shall in the course of trade or business apply a false trade description to any goods or supply or offer to supply any goods to which a false trade is applied; or has in his possession for sale or for any purpose of trade or manufacture any goods to which with a false trade descriptions is applied.

Section 7A provides that a trader who applies a false trade description to a service supplied or offered to be supplied to a consumer, or supplies or offers to supply to a consumer a service to which a false trade description is applied, commits an offence.

Sections 13E, 13F, 13G, 13H and 13I provide that a trader who engages in relation to a consumer in a commercial practice that (a) is a misleading omission; or (b) is aggressive; (c) constitutes bait advertising; (d) constitutes a bait and switch; or (e) constitutes wrongly accepting payment for a product, commits an offence.

In accordance with section 18 of the Trade Descriptions Ordinance, a person who commits an offence under sections 7, 7A, 13E, 13F, 13G, 13H or 13I shall be subject, on conviction on indictment, to a fine of HK$500,000 and to imprisonment for five years, and on summary conviction, to a fine at HK$100,000 and to imprisonment for two years.

Food and Drugs (Composition and Labelling) Regulations

Food and Drugs (Composition and Labelling) Regulations (Chapter 132W of the Laws of Hong Kong) (the “Food and Drugs Regulations”), which are under the Public Health Ordinance, contains provisions governing the advertising and labelling of food.

Our Group’s business largely involves retail of natural and organic food, and is bound by the advertising and labelling requirements under the Food and Drugs Regulations in terms of business operations.

Regulation 3 of the Food and Drugs Regulations provides that the composition of foods and drugs specified in Schedule 1 shall be up to the standards as specified in that schedule. The applicability of individual standards specified thereunder depends on whether the individual product in question is considered “drug” as defined in the Public Health Ordinance.

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Pursuant to Regulation 5 of the Food and Drugs Regulations, any person who advertises for sale, sells or manufactures for sale any food or drug which does not conform to the relevant requirements as to the composition prescribed in Schedule 1 to the Food and Drugs Regulations commits an offence and is liable to a fine of HK$50,000 and imprisonment for six months.

Regulation 4A of the Food and Drugs Regulations requires all pre-packaged food and products sold by our Group (except for those listed in Schedule 4 thereto) to be marked and labeled in the manner prescribed in Schedule 3 to the Food and Drugs Regulations. Schedule 3 contains labeling requirements in respect of stating the product’s name or designation, ingredients, “best before” or “use by” date, special conditions for storage or instruction for use, manufacturer’s or packer’s name and address, and count, weight or volume. Additionally, Schedule 3 also includes requirements on the appropriate language or languages for marking or labelling pre-packaged food. Contravention of those requirements may result in a conviction carrying a maximum penalty of HK$50,000 and imprisonment for six months.

In accordance with Regulation 4B of the Food and Drugs Regulations, generally pre-packaged food sold by our Group should be marked or labeled with its energy value and nutrient content in the manner prescribed in Part 1 of Schedule 5, and nutrition claims, if any, made on the label of the product or in any advertisement for the product should comply with Part 2 of Schedule 5. Contravention of those requirements may result in a conviction carrying a maximum penalty of HK$50,000 and imprisonment for six months.

Food Business Regulation

Regulation 31 of the Food Business Regulation (Chapter 132X of the Laws of Hong Kong) (the “Food Business Regulation”) provides that except under and in accordance with a license granted under the Food Business Regulation, no person shall carry on or cause or permit or suffer to be carried on any food business including a food factory. “Food factory” is defined as any food business which involves the preparation of food for sale for human consumption off the premises.

Our Group’s business involves preparation of food for sale for human consumption off premises, and is therefore regarded a Food Factory as defined by the Food Business Regulation. Accordingly, Organic Gardens has obtained a Food Factory license to carry on food business at designated premises in Hong Kong.

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MANAGEMENT

The following table sets forth the names, ages and titles of our directors, executive officers and key personnel:

Name	Title
Executive Officers and Directors:
Mr. Wong Ka Wo, Simon	Chairman and executive Director
Ms. Cheuk Fung Ting	Executive Director and Chief Executive Officer
Key Personnel:
Ms. Cheung Chui Ching	General Manager
Mr. Cheung Siu Fung	General Manager – Logistics and Operations
Mr. Chan Ka Nam	Chief Financial Officer
Independent Non-executive Director:
Mr. Kung Wai Chiu Marco	Independent non-executive Director
Mr. Cheung Sang	Independent non-executive Director
Mr. Kwong Ping Man	Independent non-executive Director

Executive Officers and Directors:

Mr. Wong Ka Wo, Simon BBS JP (“Mr. Wong”), age 72, is the Chairman of our Board, an executive Director and a Controlling Shareholder of our Group. Mr. Wong is responsible for overseeing the general management and formulating business strategies for our Group. Mr. Wong was appointed as a Director on December 24, 2018 and re-designated as the Chairman and our executive Director on January 20, 2020. Mr. Wong is currently a director of all subsidiaries of our Group. Mr. Wong completed his Bachelor of Arts at the University of Minnesota, USA in June 1974. With more than 30 years of managerial experience in the catering industry, Mr. Wong has played a critical role in formulation of business strategies and expansion plans for our Group. Prior to establishing our Group in March 1999, Mr. Wong engaged in the design field for more than 10 years after graduation. He worked for Tsit Wing Coffee Company Limited (now known as Tsit Wing (Hong Kong) Company Limited), a subsidiary of Tsit Wing International Holdings Limited (a company listed on The Stock Exchange of Hong Kong Limited), from June 1986 to July 1993 during which he served as a director. Since then, Mr. Wong has devoted his time to his own business in the catering industry as a director of Kampery Development and Kampery F&B respectively.

Mr. Wong actively participates in various organizations in Hong Kong. He has served as a Vice President of the Chinese Manufacturers’ Association of Hong Kong and the Chairman of Hong Kong Brand Development Council since January 2018 and April 2018, respectively. Mr. Wong has served as the President of Hong Kong Federation of Restaurants & Related Trades since 2003, the Chairman of Chamber of Food & Beverage Industry of Hong Kong since May 2013, the Chairman of Association of Coffee & Tea of Hong Kong since September 2008, the Chairman of Association of Green Organic at Living since December 2008 and an Honorary Adviser to the International Food Safety Association since January 2014. He is also appointed as a Deputy Chairman of the Governing Council of Hong Kong Quality Assurance Agency since 2017.

Mr. Wong is also recognized by the Government for his community services. He was appointed a Justice of the Peace in 2008, and was awarded the Bronze Bauhinia Star in 2017. He has also served as a member of the Expert Committee on Food Safety from September 2006 to September 2012.

Ms. Cheuk Fung Ting (“Ms. Cheuk”), age 60, is the Chief Executive Officer, an executive Director and a controlling shareholder of our group. Ms. Cheuk is responsible for managing the business operation of our Group and overseeing the financial, operational and administrative aspects of our Group. Ms. Cheuk was appointed as a Director on December 24, 2018 and re-designated as our Chief Executive Officer and executive Director on January 20, 2020. She is currently a director in all subsidiaries of our Group.

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Ms. Cheuk completed her Bachelor of Social Sciences at the University of Hong Kong in November 1984. She further completed her Master of Philosophy in Communication at the Chinese University of Hong Kong in October 1988.

With approximately 30 years of experience in the catering industry, Ms. Cheuk has extensive experience in marketing and management, and played a critical role in business management and operations of our Group. Prior to establishing our Group in March 1999, she worked in the media industry between 1988 and 1990. Ms. Cheuk worked for Tsit Wing Coffee Company Limited (now known as Tsit Wing (Hong Kong) Company Limited), a subsidiary of Tsit Wing International Holdings Limited (a company listed on The Stock Exchange of Hong Kong Limited, stock code: 2119), from September 1990 to July 1993 as a marketing manager. She then joined Kampery Group in July 1993 as a general manager and has served as a director of Kampery Group since September 1997.

Ms. Cheuk has served as a member of the Marketing Advisory Board of Agriculture, Fisheries and Conservation Department since February 2019 and served as a member of the Advisory Council on Food and Environmental Hygiene of Food and Health Bureau from April 2009 to March 2015.

Key Personnel:

Mr. Chan Ka Nam (“Mr. Chan”), age 38, was appointed as the chief financial officer of our Group in April 2022. He is responsible for overseeing the financial reporting, financial planning, and financial control of our Group. Mr. Chan has over 12 years of experience in accounting and financial reporting. He obtained a Bachelor of Commerce degree in Accountancy from the Hong Kong Baptist University in November 2007. Prior to joining our Group, Mr. Chan worked for Grant Thornton from September 2007 to December 2010 with his last position as senior accountant. Mr. Chan then worked for BDO Limited from January 2011 to April 2016 with his last position as manager. He was employed by Gold Profit Trading Limited in July 2016 as the chief financial officer until July 2021. Mr. Chan worked as the accounts manager for O’Park Corporate Services Limited from September 2021 to March 2022. Mr. Chan has been a member of the Hong Kong Institute of Certified Public Accountants since May 2013 and has been a fellow member since October 2020.

Ms. Cheung Chui Ching (“Ms. Cheung”), age 46, was appointed as the general manager or our Group in April 2021. Prior to such appointment, Ms. Cheung served as the deputy general manager of our Group since July 16, 2018. She is responsible for assisting in management of the overall business operation in our Group.

Ms. Cheung completed her Bachelor of Business Administration in Management Information System at the Hong Kong Baptist University in December 1998. Prior to joining our Group, Ms. Cheung worked for Foodgears Industrial International Limited as an import executive from June 1999 to June 2001. She was employed by A.S. Watson & Company Limited, a subsidiary of CK Hutchison Holdings Limited (a company listed on The Stock Exchange of Hong Kong Limited) to serve PARKnSHOP (HK) Limited from June 2001 to July 2012 with the last position as buying manager. She worked as head of customer marketing for Kraft Foods Limited from July 2012 to May 2013, and senior deputy purchasing and marketing director for Foodgears Industrial International Limited from June 2013 to July 2015. Ms. Cheung worked as senior procurement manager for Angliss Hong Kong Food Service Limited from August 2015 to April 2016, and re-joined PARKnSHOP (HK) Limited to serve as commercial manager from May 2016 to January 2017. She served as manager for the Vocational Training Council from January 2017 to June 2018.

Mr. Cheung Siu Fung (“Mr. Cheung SF”), age 40, was appointed as the general manager (logistics and operations) of our Group in January 2022 whereby he is responsible for managing and overseeing the logistics, technical and operational aspects of the business. He has also been serving as the general manager (logistics and operations) of Kampery Development since May 2006.

Prior to joining our Group and Kampery Development, Mr. Cheung SF joined ASAT Limited (now known as UTAC Hong Kong Limited) as a technician for three years. Prior to that, Mr. Cheung SF worked at a restaurant under the Maxim’s Group as an assistant captain from July 2000 to October 2002.

Mr. Cheung SF received a diploma of vocational education in electrical engineering from the Hong Kong Institute of Vocational Education in July 2008.

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Independent Non-executive Directors:

Mr. Kung Wai Chiu Marco (“Mr. Kung”), age 48, will become an independent non-executive Director upon the Registration Statement of which this prospectus forms a part becoming effective. Mr. Kung will be the chairman and financial expert of the audit committee, and a member of the compensation committee and the nomination committee. Mr. Kung has over 23 years of experience in the business advisory and auditing field in Hong Kong. Since March 2020, he has been a director and co-founder of WinPark CPA Company Limited, a Certified Public Accountants (Practising) firm in Hong Kong, where he is primarily responsible for the overall management of its business.

Mr. Kung possesses experience in compliance, company secretary and financial management for listed companies. He worked at Sanai Health Industry Group Company Limited, the shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 1889), from August 2006 to June 2016, in which he had been the financial controller. He was the chief financial officer of Alpha Professional Holdings Limited, the shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 948), from April 2017 to January 2019. He was appointed as the company secretary and authorized representative of the same company from November 2017 to January 2020 and as an advisor from January 2020 to March 2020. He also served as the company secretary and authorized representative of Hailan Holdings Limited, the shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 2278) from September 2018 to March 2019. Mr. Kung has been an independent non-executive director of CTR Holdings Limited, the shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 1416), since November 2019.

Mr. Kung graduated from Lingnan College (currently known as the Lingnan University) in Hong Kong with a bachelor of business administration degree in November 1997. He also obtained a master’s degree in business administration from The University of Wollongong in Australia in August 2005 and a master’s degree in corporate governance from The Hong Kong Polytechnic University in Hong Kong in October 2008. Mr. Kung has been taking a doctor’s degree programme in business administration from The Hong Kong Polytechnic University in Hong Kong since 2019. He was admitted as a fellow of the Association of Chartered Certified Accountants, the Hong Kong Institute of Certified Public Accountants and the Taxation Institute of Hong Kong in September 2005, February 2008 and July 2010, respectively. In addition, Mr. Kung was admitted as an associate of both the Institute of Chartered Secretaries and Administrators and the Hong Kong Institute of Chartered Secretaries in February 2009. Mr. Kung was registered as a Certified Public Accountant (Practising) in January 2007 and was also registered as a Certified Tax Adviser (Non-Practising) in Hong Kong in July 2010. In September 2018, Mr. Kung became a Chartered Governance Professional of the Institute of Chartered Secretaries and Administrators and the Hong Kong Institute of Chartered Secretaries.

Mr. Cheung Sang (“Mr. Cheung”), age 46, will become an independent non-executive Director upon the Registration Statement of which this prospectus forms a part becoming effective. Mr. Cheung will be the chairman of the compensation committee and a member of the audit committee and the nomination committee. Mr. Cheung has over 20 years of experience in the financial sector having started his career as an assistant investment services manager with Hang Seng Bank in 2000 providing fund management and support services. Between 2005 to present, Mr. Cheung has worked with various companies including Seazen Resources Capital Group Limited where he provided consultancy services to clients for private deals of different areas such as mining, property, manufacturing etc. Mr. Cheung graduated from the Chinese University of Hong Kong with a Bachelor of Engineering degree in 2000 and obtained a Master degree in E - Commerce in 2004.

Mr. Kwong Ping Man (“Mr. Kwong”), age 57, will become an independent non-executive Director upon the Registration Statement of which this prospectus forms a part becoming effective. Mr. Kwong will be the chairman of the nomination committee, and a member of the audit committee and the compensation committee. Mr. Kwong possesses over 25 years of experience in accounting and administration. He is currently a director of O’Park Corporate Services Limited, a company primarily engaged in corporate advisory and company secretarial services. Between 1997 and 2013, Mr. Kwong held positions such as accountant, financial controller and/or chief financial officer of various companies including Polyard Petroleum International Group Limited, a company whose shares are listed on GEM of The Stock Exchange of Hong Kong Limited (stock code 8011), Starlight Culture Entertainment Group Limited, a company whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code 1159) and China Bozza Development Holdings Limited, a company whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code 1069). Mr. Kwong is an independent non-executive director of Landrich Holdings Limited (stock code 2132), Royal Deluxe Holdings Limited (stock code 3789) and Rare Earth Magnesium Technology Group Holdings Limited (stock code 601), each of which are limited on The Stock Exchange of Hong Kong Limited.

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Mr. Kwong graduated from the Curtin University of Technology in Australia with a Bachelor of Commerce in Accounting in August 1996. He obtained a Postgraduate Diploma in Corporate Administration and a Master of Professional Accounting from the Hong Kong Polytechnic University in November 1998 and November 2003, respectively. He is also a member of CPA Australia, a fellow member of the Hong Kong Institute of Certified Public Accountants, and an associate member of each of the Hong Kong Institute of Company Secretaries and the Institute of Chartered Secretaries and Administrators.

Committees of the Board of Directors

Our board of directors has established an audit committee, a compensation committee and a nomination committee effective upon the Registration Statement of which this prospectus forms a part becoming effective, each of which will operate pursuant to a charter adopted by our board of directors that will be effective upon the effectiveness of the Registration Statement of which this prospectus is a part. The board of directors may also establish other committees from time to time to assist our company and the board of directors. Upon the effectiveness of the registration statement of which this prospectus is a part, the composition and functioning of all of our committees will comply with all applicable requirements of the Sarbanes-Oxley Act of 2002, Nasdaq and SEC rules and regulations, if applicable. Upon our listing on Nasdaq, each committee’s charter will be available on our website at www.greendotdot.com. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be part of this prospectus.

Audit committee

Mr. Kung, Mr. Cheung and Mr. Kwong will serve on the audit committee, which will be chaired by Mr. Kung. Our board of directors has determined that each are “independent” for audit committee purposes as that term is defined by the rules of the SEC and Nasdaq, and that each has sufficient knowledge in financial and auditing matters to serve on the audit committee. Our board of directors has designated Mr. Kung as an “audit committee financial expert,” as defined under the applicable rules of the SEC. The audit committee’s responsibilities include:

● appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

● pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

● reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;

● reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;

● coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;

● establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns; recommending, based upon the audit committee’s review and discussions with management and our independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 20-F;

● monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;

● reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; and

● reviewing earnings releases.

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Compensation committee

Mr. Cheung, Mr. Kwong and Mr. Kung will serve on the compensation committee, which will be chaired by Mr. Cheung. The compensation committee’s responsibilities include:

● evaluating the performance of our chief executive officer in light of our company’s corporate goals and objectives and based on such evaluation: (i) recommending to the board of directors the cash compensation of our chief executive officer, and (ii) reviewing and approving grants and awards to our chief executive officer under equity-based plans;

● reviewing and recommending to the board of directors the cash compensation of our other executive officers;

● reviewing and establishing our overall management compensation, philosophy and policy;

● overseeing and administering our compensation and similar plans;

● reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters and evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq rules;

● retaining and approving the compensation of any compensation advisors;

● reviewing and approving our policies and procedures for the grant of equity-based awards;

● reviewing and recommending to the board of directors the compensation of our directors; and

● preparing the compensation committee report required by SEC rules, if and when required.

Nomination committee

Mr. Kwong, Mr. Cheung and Mr. Kung and will serve on the nomination committee, which will be chaired by Mr. Kwong. Our board of directors has determined that each member of the nomination committee is “independent” as defined in the applicable Nasdaq rules. The nomination committee’s responsibilities include:

● developing and recommending to the board of directors criteria for board and committee membership;

● establishing procedures for identifying and evaluating director candidates, including nominees recommended by stockholders; and

● reviewing the composition of the board of directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us.

While we do not have a formal policy regarding board diversity, our nomination committee and board of directors will consider a broad range of factors relating to the qualifications and background of nominees, which may include diversity (including, but not limited to race, gender or national origin). Our nomination committee’s and board of directors’ priority in selecting board members is identification of persons who will further the interests of our shareholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business, understanding of the competitive landscape and professional and personal experience and expertise relevant to our growth strategy.

Foreign Private Issuer Status

The Nasdaq listing rules include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable Nasdaq corporate governance standards. The application of such exceptions requires that we disclose each Nasdaq corporate governance standard that we do not follow and describe the Cayman Islands corporate governance practices we do follow in lieu of the relevant Nasdaq corporate governance standard. We currently follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of the Nasdaq in respect of the following:

● the majority independent director requirement under Section 5605(b)(1) of the Nasdaq listing rules; the requirement under Section 5605(d) of the Nasdaq listing rules that a compensation committee comprised solely of independent directors governed by a compensation committee charter oversee executive compensation;

● the requirement under Section 5605(e) of the Nasdaq listing rules that director nominees be selected or recommended for selection by either a majority of the independent directors or a nominations committee comprised solely of independent directors;

● the Shareholder Approval Requirements under Section 5635 of the Nasdaq listing rules; and

● the requirement under Section 5605(b)(2) of the Nasdaq listing rules that the independent directors have regularly scheduled meetings with only the independent directors present.

Code of Conduct and Code of Ethics

Prior to the effectiveness of the registration statement of which this prospectus is a part, we intend to adopt a written code of business conduct and ethics that applies to our directors, officers and employees, including our chief executive officer, chief financial officer, principal accounting officer or controller or persons performing similar functions. Following the effectiveness of the registration statement of which this prospectus is a part, a current copy of this code will be posted on the Corporate Governance section of our website, which is located at www.greendotdot.com. The information on our website is deemed not to be incorporated in this prospectus or to be a part of this prospectus. We intend to disclose any amendments to the code of ethics, and any waivers of the code of ethics or the code of conduct for our directors, executive officers and senior finance executives, on our website to the extent required by applicable U.S. federal securities laws and Nasdaq corporate governance rules.

Compensation of Directors and Executive Officers

The following table summarizes all compensation received by our directors, our executive officers and our key employees during the years ended December 31, 2019 and 2020 and the ten-month period ended October 31, 2021.

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Summary Compensation Table

			Compensation Paid
Name and Principal Position	Year		Salary (HK$’000)		Bonus (HK$’000)		Other Compensation(1) (HKS$’000)
Mr. Wong Ka Wo, Simon, Chairman and Executive Director		2019				-		-
		2020				-		-
		2021				-		-
Ms. Cheuk Fung Ting, Executive Director and Chief executive officer		2019		220		-		-
		2020		244		-		-
		2021		244		-		-
Ms. Cheung Chui Ching, General Manager		2019		840		-		-
		2020		853		-		-
		2021		915		-		-
Mr. Cheung Siu Fung, General Manager – Logistics and Operations		2019		-		-		-
		2020		-		-		-
		2021		-		-		-
Mr. Chan Ka Nam, Chief Financial Officer		2019		-		-		-
		2020		-		-		-
		2021		-		-		-
Mr. Kung Wai Chiu Marco, Independent Non-Executive Director		2019		-		-		-
		2020		-		-		-
		2021		-		-		-
Mr. Cheung Sang, Independent Non-Executive Director		2019		-		-		-
		2020		-		-		-
		2021		-		-		-
Mr. Kwong Ping Man, Independent Non-Executive Director		2019		-		-		-
		2020		-		-		-
		2021		-		-		-

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Employment Agreements

Employment Agreement with Mr. Wong

We entered into an employment agreement dated April 1, 2022 with Mr. Wong, pursuant to which he was employed as the chairman and executive director of GDD Hong Kong. The agreement provides for a monthly base salary which amount may be adjusted from time to time in the discretion of the Company. Mr. Wong’s current monthly base salary is HK$30,000. Under the terms of the agreement, Mr. Wong’s employment will continue indefinitely, subject to termination by either party to the agreement upon one month’s prior written notice or the equivalent salary in lieu of such notice after the three months’ probation period (if extension of such period is not required). The agreement also contains non-disclosure, non-competition and non-solicitation provisions. Mr. Wong is required under the agreement to devote at least 50% of his time to manage and operate the business of the members of the Group.

Employment Agreement with Ms. Cheuk

We entered into an employment agreement dated January 3, 2022 with Ms. Cheuk, pursuant to which she was employed as the chief executive officer and executive director of GDD Hong Kong. The agreement provides for a monthly base salary which amount may be adjusted from time to time in the discretion of the company. Ms. Cheuk’s current monthly base salary is HK$20,500. Under the terms of the agreement, Ms. Cheuk’s employment will continue indefinitely, subject to termination by either party to the agreement upon one month’s prior written notice or the equivalent salary in lieu of such notice after the three months’ probation period (if extension of such period is not required). The agreement also contains non-disclosure, non-competition and non-solicitation provisions.

Employment Agreement with Ms. Cheung

We entered into an employment agreement dated July 16, 2018 with Ms. Cheung, pursuant to which she was employed as the deputy general manager of Organic Gardens and was promoted to general manager on April 1, 2022. The agreement provides for a monthly base salary which amount may be adjusted from time to time in the discretion of the company. Ms. Cheung’s current monthly base salary is HK$78,000. Under the terms of the agreement, Ms. Cheung’s employment will continue indefinitely, subject to termination by either party to the agreement upon three months’ prior written notice or the equivalent salary in lieu of such notice after the six months’ probation period (if extension of such period is not required). The agreement also contains non-disclosure, non-competition and non-solicitation provisions.

Employment Agreement with Mr. Cheung SF

We entered into an employment agreement dated January 3, 2022 with Mr. Cheung SF, pursuant to which he was employed as the general manager (logistics and operations) of Organic Gardens. The agreement provides for a monthly base salary which amount may be adjusted from time to time in the discretion of the company. Mr. Cheung SF’s current monthly base salary is HK$30,000. Under the terms of the agreement, Mr. Cheung SF’s employment will continue indefinitely, subject to termination by either party to the agreement upon one month’s prior written notice or the equivalent salary in lieu of such notice after the three months’ probation period (if extension of such period is not required). The agreement also contains non-disclosure, non-competition and non-solicitation provisions.

Employment Agreement with Mr. Chan

We entered into an employment agreement dated April 1, 2022 with Mr. Chan, pursuant to which he was employed as the chief financial officer of Organic Gardens. The agreement provides for a monthly base salary which amount may be adjusted from time to time in the discretion of the company. Mr. Chan’s current monthly base salary is HK$70,000. Under the terms of the agreement, Mr. Chan’s employment will continue indefinitely, subject to termination by either party to the agreement upon one month’s prior written notice or the equivalent salary in lieu of such notice after the three months’ probation period (if extension of such period is not required). The agreement also contains non-disclosure, non-competition and non-solicitation provisions.

Directors’ Agreements

Each of our Directors has entered into a Director’s Agreement with the Company effective upon the Registration Statement of which this prospectus forms a part becoming effective. The terms and conditions of such Directors’ Agreements are similar in all material aspects. Each Director’s Agreement is for an initial term of one year and will continue until the Director’s successor is duly elected and qualified. Each Director will be up for re-election each year at the annual shareholders’ meeting and, upon re-election, the terms and provisions of his or her Director’s Agreement will remain in full force and effect. Any Director’s Agreement may be terminated for any or no reason by the Director or at a meeting called expressly for that purpose by a vote of the shareholders holding more than 50% of the Company’s issued and outstanding Ordinary Shares entitled to vote.

Under the Directors’ Agreements, the initial annual salary that is payable to each of our Directors is as follows:

Mr. Wong Ka Wo, Simon	HK$360,000
Ms. Cheuk Fung Ting	HK$360,000
Mr. Kwong Ping Man	HK$120,000
Mr. Kung Wai Chiu Marco	HK$120,000
Mr. Cheung Sang	HK$120,000

In addition, our Directors will be entitled to participate in such share option scheme as may be adopted by the Company, as amended from time to time. The number of options granted, and the terms of those options will be determined from time to time by a vote of the board of Directors; provided that each Director shall abstain from voting on any such resolution or resolutions relating to the grant of options to that Director.

Other than as disclosed above, none of our Directors has entered into a service agreement with our Company or any of our subsidiaries that provides for benefits upon termination of employment.

Indemnification Agreements

We have entered into indemnification agreements with each of our Directors and executive officers, to be effective upon the Registration Statement of which this prospectus forms a part becoming effective. Under these agreements, we agree to indemnify our Directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our Company.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our Directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth information regarding beneficial ownership of our capital stock by:

● each person, or group of affiliated persons, known by us to beneficially own more than 5% of our shares;

● each of our named executive officers;

● each of our directors and director nominees; and

● all of our current executive officers, directors and director nominees as a group.

Applicable percentage ownership is based on 9,375,000 shares of our Company issued and outstanding as of the date of this prospectus, December 31, 2021 and, with respect to the percentage ownership after this offering.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the SEC and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within sixty (60) days through the conversion or exercise of any convertible security, warrant, option or other right. More than one (1) person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within sixty (60) days, by the sum of the number of shares outstanding as of such date, plus the number of shares as to which such person has the right to acquire voting or investment power within sixty (60) days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our shares listed below have sole voting and investment power with respect to the shares shown.

Unless otherwise noted below, the address of each person listed on the table is Flat 2-3, 4/F., Join-In Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, New Territories, Hong Kong.

	Shares Beneficially Owned Before this Offering						Shares Beneficially Owned after this Offering
Name of Beneficial Owner	Number			Percentage			Number		Percentage
Named Executive Officers and directors:
Mr. Wong Ka Wo, Simon(1)		6,861,563			73.19			6,361,563		50.89
Ms. Cheuk Fung Ting(2)		1,632,187			17.41			1,507,187		12.06
Director Nominees:
Mr. Kung Wai Chiu Marco		-			-			-		-
Mr. Cheung Sang		-			-			-		-
Mr. Kwong Ping Man		-			-			-		-
All executive officers, directors and director nominees as a group (5 persons)		8,493,750	(1)		90.60	%(1)		7,868,750		62.95	%
5% Stockholders:
WKW Investment Limited		6,861,563			73.19	%		6,361,563		50.89	%
CFT Investment Holding Limited		1,632,187			17.41	%		1,507,187		12.06	%

(1)	Represents shares held by WKW Investment Limited, a company directly owned as to 100.00% by Mr. Wong.
(2)	Represents shares held by CFT Investment Holding Limited, a company directly owned as to 100.00% by Ms. Cheuk.

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Selling Shareholders

This prospectus covers the offering of [625,000] Ordinary Shares by the Selling Shareholders. This prospectus and any prospectus supplement will only permit the Selling Shareholders to sell the number of Ordinary Shares identified in the column “Number of Ordinary Shares to be Sold.” The Ordinary Shares issued to the Selling Shareholders are “restricted” securities under applicable federal and state securities laws and are being registered pursuant to this prospectus to enable the Selling Shareholders the opportunity to sell those Ordinary Shares.

The following table sets forth the name of each Selling Shareholder, the number and percentage of Ordinary Shares beneficially owned by each Selling Shareholder, the number of Ordinary Shares that may be sold in this offering and the number and percentage of Ordinary Shares each Selling Shareholders will own after the offering. The information appearing in the table below is based on information provided by or on behalf of the named Selling Shareholders. We will not receive any proceeds from the sale of the Ordinary Shares by the Selling Shareholders.

Name of Selling Shareholders	Ordinary Shares Beneficially Owned Prior to Offering		Percentage Ownership Prior to Offering(1)			Number of Ordinary Shares to be Sold			Number of Ordinary Shares Owned After Offering		Percentage Ownership After Offering(2)
WKW Investment Limited		6,861,563		73.19	%		[500,000]	(1)		[6,361,563]		[50.89]	%
CFT Investment Holding Limited		1,632,187		17.41	%		[125,000]	(1)		[1,507,187]		[12.06]	%

⁽¹⁾ Based on 9,375,000 Ordinary Shares outstanding immediately prior to the offering and [12,500,000] Ordinary Shares outstanding immediately after the offering.

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RELATED PARTY TRANSACTIONS

Related Party Transactions

We have adopted an audit committee charter, which requires the committee to review all related-party transactions on an ongoing basis and all such transactions be approved by the committee.

Set forth below are related party transactions of our Company for the years ended December 31, 2019 and 2020 and the ten-month period ended October 31, 2021, which are identified in accordance with the rules prescribed under Form F-1 and Form 20-F and may not be considered as related party transactions under Hong Kong law.

Amounts due from / to related parties are unsecured, non-interest bearing and repayable on demand. These balances are non-trade in nature.

In addition, the Company had the following transactions with related parties:

	For the year ended December 31,				For the 10 months ended October 31,
	2019		2020		2020		2021
	HKD’000		HKD’000		HKD’000		HKD’000
Sales to a related company		1,638		-		-		-
Purchase from a related company		364		-		-		-
Operating lease cost paid to a related company		366		366		305		305

The related companies are beneficially owned by Mr. Wong and Ms. Cheuk, directors of the Company.

Tenancy Agreement

Organic Gardens and GDD Hong Kong entered into tenancy agreements with Task Wing Enterprises Limited (a company wholly-owned by Mr. Wong) pursuant to which Task Wing has leased to Organic Gardens and GDD Hong Kong Flat 2-3, 4th floor, Join-in Hang Sing Centre, 2-16 Kwai Fung Crescent, Kwai Chung, New Territories, Hong Kong for warehouse and back office usage. The total amount of rent payable for the leases is HK$20,000 per month and are included in the table under the heading “Operating lease cost paid to a related company”. The lease will expire on December 31, 2022.

Organic Gardens entered into tenancy agreements with Task Wing Enterprises Limited pursuant to which Task Wing has leased to Organic Gardens 4th Floor, Tower 2, Room F, G, J & N, Wah Fung Industrial Centre, 33-39 Kwai Fung Crescent, Kwai Chung, New Territories, Hong Kong for our Food Factory. The amount of rent payable for the lease is HK$10,500 per month and are included in the table under the heading “Operating lease cost paid to a related company”. The lease will expire on December 31, 2022.

Our Company has entered into a supply contract with Kampery Development (a company wholly-owned by Mr. Wong) to which Kampery Development has provided beverages and various instant powders to our Group. The total purchase of beverage and instant powders by our Group for the years ended December 31, 2019 and 2020 and the ten-month period ended October 31, 2021 is set forth above in the table under the heading “Purchase from a related company”.

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DESCRIPTION OF SHARE CAPITAL

A copy of our Memorandum and Articles of Association is filed as an exhibit to the registration statement of which this prospectus is a part.

We are an exempted company incorporated with limited liability in the Cayman Islands and, upon completion of this offering, our affairs will be governed by our Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands.

As of the date of this prospectus, our authorized share capital is US$[100,000] divided into [100,000,000] Ordinary Shares, par value US$[0.001] each.

We have adopted our Memorandum and Articles of Association which replaced our then existing memorandum and articles of association in its entirety with immediate effect. The following are summaries of certain material provisions of our Memorandum and Articles of Association and the Companies Act insofar as they relate to the material terms of our Ordinary Shares.

Ordinary Shares

General

All of our outstanding Ordinary Shares are fully paid and non-assessable. Certificates representing the Ordinary Shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their Ordinary Shares. We may not issue shares to bearer.

Dividends

Subject to the Companies Act and our Articles of Association, our Company in general meeting may declare dividends in any currency to be paid to the members but no dividend shall be declared in excess of the amount recommended by our board of directors.

Except in so far as the rights attaching to, or the terms of issue of, any share may otherwise provide:

(i)	all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, although no amount paid up on a share in advance of calls shall for this purpose be treated as paid up on the share;
(ii)	all dividends shall be apportioned and paid pro rata in accordance with the amount paid up on the shares during any portion(s) of the period in respect of which the dividend is paid; and
(iii)	our board of directors may deduct from any dividend or other monies payable to any member all sums of money (if any) presently payable by him to our Company on account of calls, instalments or otherwise.

Where our board of directors or our Company in general meeting has resolved that a dividend should be paid or declared, our board of directors may resolve:

(aa)	that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the members entitled to such dividend will be entitled to elect to receive such dividend (or part thereof) in cash in lieu of such allotment; or
(bb)	that the members entitled to such dividend will be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as our board of directors may think fit.

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Upon the recommendation of our board of directors, our Company may by ordinary resolution in respect of any one particular dividend of our Company determine that it may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to members to elect to receive such dividend in cash in lieu of such allotment.

Any dividend, bonus or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the mail. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent and shall be sent at the holder’s or joint holders’ risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to our Company. Any one of two or more joint holders may give effectual receipts for any dividends or other monies payable or property distributable in respect of the shares held by such joint holders.

Whenever our board of directors or our Company in a general meeting has resolved that a dividend be paid or declared, our board of directors may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind.

Our board of directors may, if it thinks fit, receive from any member willing to advance the same, and either in money or money’s worth, all or any part of the money uncalled and unpaid or instalments payable upon any shares held by him, and in respect of all or any of the monies so advanced may pay interest at such rate (if any) not exceeding 20% per annum, as our board of directors may decide, but a payment in advance of a call shall not entitle the member to receive any dividend or to exercise any other rights or privileges as a member in respect of the share or the due portion of the shares upon which payment has been advanced by such member before it is called up.

All dividends, bonuses or other distributions unclaimed for one year after having been declared may be invested or otherwise used by our board of directors for the benefit of our Company until claimed and our Company shall not be constituted a trustee in respect thereof. All dividends, bonuses or other distributions unclaimed for six years after having been declared may be forfeited by our board of directors and, upon such forfeiture, shall revert to our Company.

No dividend or other monies payable by our Company on or in respect of any share shall bear interest against our Company.

Our Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants remain uncashed on two consecutive occasions or after the first occasion on which such a cheque or warrant is returned undelivered.

Voting Rights

Subject to any special rights, restrictions or privileges as to voting for the time being attached to any class or classes of shares at any general meeting: (a) on a poll every member present in person or by proxy or, in the case of a member being a corporation, by our duly authorised representative shall have one vote for every share which is fully paid or credited as fully paid registered in his name in the register of members of our Company but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for this purpose as paid up on the share; and (b) on a show of hands every member who is present in person (or, in the case of a member being a corporation, by our duly authorised representative) or by proxy shall have one vote. Where more than one proxy is appointed by a member which is a Clearing House (as defined in the Articles) (or its nominee(s)) or a central depository house (or its nominee(s)), each such proxy shall have one vote on a show of hands. On a poll, a member entitled to more than one vote need not use all his votes or cast all the votes he does use in the same way.

Transfer of Ordinary Shares

Subject to the Companies Act and our Articles of Association, all transfers of shares shall be effected by an instrument of transfer in the usual or common form or in such other form as our board of directors may approve and may be under hand or, if the transferor or transferee is a Clearing House (as defined in the Articles) (or its nominee(s)) or a central depository house (or its nominee(s)), under hand or by machine imprinted signature, or by such other manner of execution as our board of directors may approve from time to time.

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Execution of the instrument of transfer shall be by or on behalf of the transferor and the transferee, provided that our board of directors may dispense with the execution of the instrument of transfer by the transferor or transferee or accept mechanically executed transfers. The transferor shall be deemed to remain the holder of a share until the name of the transferee is entered in the register of members of our Company in respect of that share.

Our board of directors may, in its absolute discretion, at any time and from time to time remove any share on the principal register to any branch register or any share on any branch register to the principal register or any other branch register. Unless our board of directors otherwise agrees, no shares on the principal register shall be removed to any branch register nor shall shares on any branch register be removed to the principal register or any other branch register. All removals and other documents of title shall be lodged for registration and registered, in the case of shares on any branch register, at the registered office and, in the case of shares on the principal register, at the place at which the principal register is located.

Our board of directors may, in its absolute discretion, decline to register a transfer of any share (not being a fully paid up share) to a person of whom it does not approve or on which our Company has a lien. It may also decline to register a transfer of any share issued under any share option scheme upon which a restriction on transfer subsists or a transfer of any share to more than four joint holders.

Our board of directors may decline to recognise any instrument of transfer unless a certain fee, up to such maximum sum as Nasdaq may determine to be payable, is paid to our Company, the instrument of transfer is properly stamped (if applicable), is in respect of only one class of share and is lodged at our registered office or the place at which the principal register is located accompanied by the relevant share certificate(s) and such other evidence as our board of directors may reasonably require is provided to show the right of the transferor to make the transfer (and if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do).

The registration of transfers of shares or of any class of shares may, after compliance with any notice requirement of Nasdaq, be suspended at such times and for such periods (not exceeding in the whole thirty days in any year) as our board of directors may determine.

Fully paid shares shall be free from any restriction on transfer (except when permitted by Nasdaq) and shall also be free from all liens.

Procedures on liquidation

A resolution that our Company be wound up by the court or be wound up voluntarily shall require a special resolution of our shareholders.

Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares:

(i)

if our Company is wound up, the surplus assets remaining after payment to all creditors shall be divided among the members in proportion to the capital paid up on the shares held by them respectively; and

(ii)

if our Company is wound up and the surplus assets available for distribution among the members are insufficient to repay the whole of the paid-up capital, such assets shall be distributed, subject to the rights of any shares which may be issued on special terms and conditions, so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up on the shares held by them, respectively.

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If our Company is wound up (whether the liquidation is voluntary or compelled by the court), the liquidator may, with the sanction of a special resolution and any other sanction required by the Companies Act, divide among the members in specie or kind the whole or any part of the assets of our Company, whether the assets consist of property of one kind or different kinds, and the liquidator may, for such purpose, set such value as he deems fair upon any one or more class or classes of property to be so divided and may determine how such division shall be carried out as between the members or different classes of members and the members within each class. The liquidator may, with the like sanction, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator thinks fit, but so that no member shall be compelled to accept any shares or other property upon which there is a liability.

Calls on Ordinary Shares and Forfeiture of Ordinary Shares

Subject to these Articles and to the terms of allotment, our board of directors may, from time to time, make such calls as it thinks fit upon the members in respect of any monies unpaid on the shares held by them respectively (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment of such shares made payable at fixed times. A call may be made payable either in one sum or by instalments. If the sum payable in respect of any call or instalment is not paid on or before the day appointed for payment thereof, the person or persons from whom the sum is due shall pay interest on the same at such rate not exceeding 20% per annum as our board of directors shall fix from the day appointed for payment to the time of actual payment, but our board of directors may waive payment of such interest wholly or in part. Our board of directors may, if it thinks fit, receive from any member willing to advance the same, either in money or money’s worth, all or any part of the money uncalled and unpaid or instalments payable upon any shares held by him, and in respect of all or any of the monies so advanced our Company may pay interest at such rate (if any) not exceeding 20% per annum as our board of directors may decide.

If a member fails to pay any call or instalment of a call on the day appointed for payment, our board of directors may, for so long as any part of the call or instalment remains unpaid, serve not less than 14 days’ notice on the member requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and which may still accrue up to the date of actual payment. The notice shall name a further day (not earlier than the expiration of 14 days from the date of the notice) on or before which the payment required by the notice is to be made, and shall also name the place where payment is to be made. The notice shall also state that, in the event of non-payment at or before the appointed time, the shares in respect of which the call was made will be liable to be forfeited.

If the requirements of any such notice are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of our board of directors to that effect. Such forfeiture will include all dividends and bonuses declared in respect of the forfeited share and not actually paid before the forfeiture.

A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall, nevertheless, remain liable to pay to our Company all monies which, at the date of forfeiture, were payable by him to our Company in respect of the shares together with (if our board of directors shall in our discretion so require) interest thereon from the date of forfeiture until payment at such rate not exceeding 20% per annum as our board of directors may prescribe.

Redemption of Ordinary Shares

Subject to the Companies Act, our Articles of Association, and, where applicable, the Nasdaq listing rules or any other law or so far as not prohibited by any law and subject to any rights conferred on the holders of any class of Shares, any power of our Company to purchase or otherwise acquire all or any of its own Shares (which expression as used in this Article includes redeemable Shares) be exercisable by our board of directors in such manner, upon such terms and subject to such conditions as it thinks fit.

Subject to the Companies Act, our Articles of Association, and to any special rights conferred on the holders of any Shares or attaching to any class of Shares, Shares may be issued on the terms that they may, at the option of our Company or the holders thereof, be liable to be redeemed on such terms and in such manner, including out of capital, as our board of directors may deem fit.

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Variations of Rights of Shares

Subject to the Companies Act and without prejudice to our Articles of Association, if at any time the share capital of our Company is divided into different classes of shares, all or any of the special rights attached to any class of shares may (unless otherwise provided for by the terms of issue of the shares of that class) be varied, modified or abrogated with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. The provisions of the Articles relating to general meetings shall mutatis mutandis apply to every such separate general meeting, but so that the necessary quorum (whether at a separate general meeting or at its adjourned meeting) shall be not less than a person or persons together holding (or, in the case of a member being a corporation, by our duly authorized representative) or representing by proxy not less than one-third in nominal value of the issued shares of that class. Every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him, and any holder of shares of the class present in person or by proxy may demand a poll.

Any special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

General Meetings of Shareholders

Our Company must hold an annual general meeting each fiscal year other than the fiscal year of our Company’s adoption of our Articles of Association.

Extraordinary general meetings may be convened on the requisition of one or more members holding, at the date of deposit of the requisition, not less than one tenth of the paid up capital of our Company having the right of voting at general meetings. Such requisition shall be made in writing to our board of directors or the secretary of our Company for the purpose of requiring an extraordinary general meeting to be called by our board of directors for the transaction of any business specified in such requisition. Such meeting shall be held within two months after the deposit of such requisition. If within 21 days of such deposit, our board of directors fails to proceed to convene such meeting, the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of our board of directors shall be reimbursed to the requisitionist(s) by our Company.

Every general meeting of our Company shall be called by at least 10 clear days’ notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and must specify the time, place and agenda of the meeting and particulars of the resolution(s) to be considered at that meeting and the general nature of that business.

Although a meeting of our Company may be called by shorter notice than as specified above, such meeting may be deemed to have been duly called if it is so agreed:

(i) in the case of an annual general meeting, by all members of our Company entitled to attend and vote thereat; and

(ii) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting holding not less than 95% of the total voting rights at the meetings of all our shareholders.

All business transacted at an extraordinary general meeting shall be deemed special business. All business shall also be deemed special business where it is transacted at an annual general meeting, with the exception of the election of Directors which shall be deemed ordinary business.

No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, and continues to be present until the conclusion of the meeting.

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The quorum for a general meeting shall be two members entitled to vote and present in person (or in the case of a member being a corporation, by our duly authorised representative) or by proxy representing not less than one-third (1/3) in nominal value of the total issued voting shares in our Company throughout the meeting.

Inspection of Books and Records

Our shareholders have no general right to inspect or obtain copies of the register of members or corporate records of our company. They will, however, have such rights as may be set out in our Articles of Association.

Changes in Capital

Subject to the Companies Act, our shareholders may, by ordinary resolution:

(a) increase our share capital by new shares of the amount fixed by that ordinary resolution and with the attached rights, priorities and privileges set out in that ordinary resolution;

(b) consolidate and divide all or any of our share capital into shares of larger amount than our existing shares;

(c) sub-divide our shares or any of them into our shares of smaller amount than is fixed by our Company’s Memorandum of Association, so, however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced our shares shall be the same as it was in case of the share from which the reduced our shares is derived;

(d) cancel any shares which, at the date of the passing of that ordinary resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled; and

(e) convert all or any of our paid up shares into stock, and reconvert that stock into paid up shares of any denomination.

Subject to the Companies Act and to any rights for the time being conferred on the shareholders holding a particular class of shares, our shareholders may, by special resolution, reduce our share capital or any capital redemption reserve in any way.

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CERTAIN CAYMAN ISLANDS COMPANY CONSIDERATIONS

Exempted Company

We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

● an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies in the Cayman Islands;

● an exempted company’s register of members is not open to inspection;

● an exempted company does not have to hold an annual general meeting;

● an exempted company may issue no par value, negotiable or bearer shares;

● an exempted company may obtain an undertaking against the imposition of any future taxation;

● an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

● an exempted company may register as a limited duration company; and

● an exempted company may register as a segregated portfolio company.

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company.

Differences in Corporate Law

The Companies Act is modeled after that of England and Wales but does not follow recent statutory enactments in England. In addition, the Companies Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the State of Delaware.

This discussion does not purport to be a complete statement of the rights of holders of our OrdinaryShares under applicable law in the Cayman Islands or the rights of holders of the common stock of a typical corporation under applicable Delaware law.

Mergers and Similar Arrangements

The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (b) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. The plan must be filed with the Registrar of Companies of the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a statement setting out the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.

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A merger between a Cayman Islands parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders. For this purpose a subsidiary is a company of which at least ninety percent (90%) of the issued shares entitled to vote are owned by the parent company.

The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.

Save in certain circumstances, a dissenting shareholder of a Cayman constituent company is entitled to payment of the fair value of his shares upon dissenting to a merger or consolidation. The exercise of appraisal rights will preclude the exercise of any other rights save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.

Separate from the statutory provisions relating to mergers and consolidations, the Companies Act also contains statutory provisions that facilitate the reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

● the statutory provisions as to the required majority vote have been met;

● the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;

● the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and

● the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act.

The Companies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of dissenting minority shareholder upon a tender offer. When a tender offer is made and accepted by holders of ninety percent (90%) of the shares affected within four months, the offeror may, within a two-month period commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands.

If an arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

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Shareholders’ Suits

In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands court can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name of the company to challenge actions where:

● a company acts or proposes to act illegally or ultra vires;

● the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and

● those who control the company are perpetrating a “fraud on the minority”.

Indemnification of Directors and Executive Officers and Limitation of Liability

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our Memorandum and Articles of Association provide that that we shall indemnify our officers and directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such directors or officer, other than by reason of such person’s dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere.

This standard of conduct is generally the same as permitted under the Delaware General Corporation Act for a Delaware corporation. In addition, we intend to enter into indemnification agreements with our directors and senior executive officers that will provide such persons with additional indemnification beyond that provided in our Memorandum and Articles of Association. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Directors’ Fiduciary Duties

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the company — a duty to act bona fide in the best interests of the company, a duty not to make a profit based on his or her position as director (unless the company permits him to do so) and a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.

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Shareholder Action by Written Consent

Under the Delaware General Corporation Act, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Our Articles of Association provide that any action required or permitted to be taken at general meetings of our Company may only be taken upon the vote of shareholders at general meeting and shareholders may approve corporate matters by way of a unanimous written resolution without a meeting being held.

Shareholder Proposals

Under the Delaware General Corporation Act, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

The Companies Act does not provide shareholders with rights to call a general meeting nor any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our Articles of Association allow any one or more of our shareholders who together hold shares which carry in aggregate not less than one tenth of the paid up capital of our company having the right of voting at general meetings to call an extraordinary general meeting of our shareholders, in which case our board is obliged to convene an extraordinary general meeting and to put the resolutions so requisitioned to a vote at such meeting. Other than this right to call a shareholders’ meeting, our Articles of Association do not provide our shareholders with any other right to put proposals before annual general meetings or extraordinary general meetings. As an exempted Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings.

Cumulative Voting

Under the Delaware General Corporation Act, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. As permitted under Cayman Islands law, our Articles of Association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Removal of Directors

Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our Articles of Association, directors may be removed by an ordinary resolution of our shareholders.

Transactions with Interested Shareholders

The Delaware General Corporation Act contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

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Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.

Dissolution; Winding Up

Under the Delaware General Corporation Act, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.

Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so. Under the Companies Act and our Articles of Association, our company may be dissolved, liquidated or wound up by a special resolution of our shareholders.

Variation of Rights of Shares

Under the Delaware General Corporation Act, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under our Articles of Association, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.

Amendment of Governing Documents

Under the Delaware General Corporation Act, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by Cayman Islands law, our Memorandum and Articles of Association may only be amended by a special resolution of our shareholders.

Rights of Non-Resident or Foreign Shareholders

There are no limitations imposed by our Memorandum and Articles of Association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our Memorandum and Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed.

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SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, we will have 12,500,000 Ordinary Shares issued and outstanding.

All of the Ordinary Shares sold in this offering by the Company and by the Selling Shareholders will be freely transferable in the United States by persons other than our “affiliates” without restriction or further registration under the Securities Act. Rule 144 of the Securities Act defines an “affiliate” of a company as a person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, our Company. All of our Ordinary Shares outstanding immediately prior to the completion of this offering are “restricted securities” as that term is defined in Rule 144 because they were issued in a transaction or series of transactions not involving a public offering. Restricted securities may be sold only if they are the subject of an effective registration statement under the Securities Act or if they are sold pursuant to an exemption from the registration requirement of the Securities Act such as those provided for in Rules 144 promulgated under the Securities Act, which rule is summarized below. Restricted shares may also be sold outside of the United States to non-U.S. persons in accordance with Rule 904 of Regulation S under the Securities Act. This prospectus may not be used in connection with any resale of our Ordinary Shares acquired in this offering by our affiliates.

Sales of substantial amounts of our Ordinary Shares in the public market could adversely affect prevailing market prices of our Ordinary Shares. Prior to this offering, there has been no public market for our Ordinary Shares, and while we intend to apply for the listing of our Ordinary Shares on Nasdaq, we cannot assure you that a regular trading market will develop in the Ordinary Shares.

Lock-Up Agreements

We have agreed with the underwriters, for a period of 12 months after the date of this prospectus, subject to certain exceptions not to (1) offer, sell, issue, pledge, contract to sell, contract to purchase, grant any option, right or warrant to purchase, lend, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any other securities so owned convertible into or exercisable or exchangeable for Ordinary Shares, (2) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of the Ordinary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, or (3) file any registration statement with the SEC relating to the offering of any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares, or publicly disclose the intention to take any such action.

Furthermore, each of our directors and executive officers and our 5% or greater shareholders, except for the Selling Shareholders, with respect to its Ordinary Shares sold in this offering, has also entered into a similar lock-up agreement with the underwriters for a period of 12 months from the date of this prospectus, subject to certain exceptions, with respect to our Ordinary Shares, and securities that are substantially similar to our Ordinary Shares.

We cannot predict what effect, if any, future sales of our Ordinary Shares, or the availability of Ordinary Shares for future sale, will have on the trading price of our Ordinary Shares from time to time. Sales of substantial amounts of our Ordinary Shares in the public market, or the perception that these sales could occur, could adversely affect the trading price of our Ordinary Shares.

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Rule 144

In general, under Rule 144 as currently in effect, once we have been subject to the public company reporting requirements of Section 13 or Section 15(d) of the Exchange Act for at least 90 days, persons who are not our affiliates and have beneficially owned our Ordinary Shares for more than six months but not more than one year may sell such Ordinary Shares without registration under the Securities Act subject to the availability of current public information about us. Persons who are not our affiliates and have beneficially owned our Ordinary Shares for more than one year may freely sell our Ordinary Shares without registration under the Securities Act. Persons who are our affiliates (including persons beneficially owning 10% or more of our outstanding shares), and have beneficially owned our Ordinary Shares for at least six months, may sell within any three-month period a number of restricted securities that does not exceed the greater of the following:

● 1.0% of the then outstanding Ordinary Shares; or

● the average weekly trading volume of our Ordinary Shares during the four calendar weeks preceding the date on which notice of the sale on Form 144 is filed with the SEC by such person.

Such sales are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about us. In addition, in each case, these shares would remain subject to any applicable lock-up arrangements and would only become eligible for sale when the lock-up period expires.

Pre-IPO Investor Resale Prospectus

As described in the Explanatory Note to the registration statement of which this prospectus forms a part, the registration statement also contains the Resale Prospectus to be used in connection with the potential resale by the Pre-IPO Investors of our Ordinary Shares held by them. These Ordinary Shares have been registered to permit public resale of such shares, and the Pre-IPO Investors may offer the shares for resale from time to time pursuant to the Resale Prospectus. The Pre-IPO Investors may also sell, transfer or otherwise dispose of all or a portion of their shares in transactions exempt from the registration requirements of the Securities Act or pursuant to another effective registration statement covering those shares. Any shares sold by the Pre-IPO Investors until our Ordinary Shares are listed or quoted on an established public trading market will take place at US$[*], which is the public offering price of the Ordinary Shares we are selling in our initial public offering. Thereafter, any sales will occur at prevailing market prices or in privately negotiated prices.

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EXPENSES RELATED TO THIS OFFERING

Set forth below is an itemization of the total expenses, excluding underwriting discounts, which are expected to be incurred by us in connection with the offer and sale of the Ordinary Shares by us and the Selling Shareholders. With the exception of the SEC registration fee, the Financial Industry Regulatory Authority (“FINRA”) filing fee and the Nasdaq market entry and listing fee, all amounts are estimates.

SEC Registration Fee	US$
FINRA Filing Fee	US$
Nasdaq Market Entry and Listing Fee	US$
Printing and engraving expenses	US$
Legal fees and expenses	US$
Accounting fees and expenses	US$
Miscellaneous	US$
Total	US$

These expenses will be borne by us.

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MATERIAL TAX CONSIDERATIONS

The following summary of certain Cayman Islands and U.S. federal income tax consequences of an investment in our Ordinary Shares is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in the Ordinary Shares, such as the tax consequences under U.S. state and local tax laws or under the tax laws of jurisdictions other than the Cayman Islands and the United States. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local or foreign law of the ownership of our Ordinary Shares. To the extent that this discussion relates to matters of Cayman Islands tax law, it is the opinion of Appleby, our counsel as to Cayman Islands law.

Cayman Islands Tax Considerations

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by our Company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

Payments of dividends and capital in respect of our Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of our Ordinary Shares, nor will gains derived from the disposal of our Ordinary Shares be subject to Cayman Islands income or corporation tax.

No stamp duty is payable in respect of the issue of our Ordinary Shares or on an instrument of transfer in respect of our Ordinary Shares.

United States Federal Income Tax Considerations

The following discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of our Ordinary Shares by U.S. Holders (as defined below) that acquire our Ordinary Shares in this offering and hold our Ordinary Shares as “capital assets” (generally, property held for investment) under the United States Internal Revenue Code of 1986, as amended (the “Code”). This discussion is based upon existing United States federal income tax law which is subject to differing interpretations or change, possibly with retroactive effect. There can be no assurance that the Internal Revenue Service, or the IRS, or a court will not take a contrary position. This discussion does not address all aspects of United States federal income taxation that may be relevant to particular investors in light of their specific circumstances, including investors subject to special tax rules (for example, certain financial institutions (including banks), cooperatives, pension plans, insurance companies, broker-dealers, traders in securities that have elected the mark-to-market method of accounting for their securities, partnerships and their partners, regulated investment companies, real estate investment trusts, and tax-exempt organizations (including private foundations)), investors who are not U.S. Holders, investors who own (directly, indirectly, or constructively) 10% or more of our stock (by vote or value), investors that will hold their Ordinary Shares as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for United States federal income tax purposes, or U.S. Holders that have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this discussion does not discuss any non-United States tax, state or local tax, or non-income tax (such as the U.S. federal gift or estate tax) considerations, or any consequences under the alternative minimum tax or Medicare tax on net investment income. Each U.S. Holder is urged to consult its tax advisor regarding the United States federal, state, local, and non-United States income and other tax considerations of an investment in our Ordinary Shares.

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General

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our Ordinary Shares that is, for United States federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal income tax purposes) created in, or organized under the laws of, the United States or any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a United States person under the Code.

If a partnership (or other entity or arrangement treated as a partnership for United States federal income tax purposes) is a beneficial owner of our Ordinary Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner as a U.S. Holder, as described above, and the activities of the partnership. Partnerships holding our Ordinary Shares and partners in such partnerships are urged to consult their tax advisors as to the particular United States federal income tax consequences of an investment in our Ordinary Shares.

Dividends

The entire amount of any cash distribution paid with respect to our Ordinary Shares (including the amount of any non-U.S. taxes withheld therefrom, if any) generally will constitute dividends to the extent such distributions are paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles, and generally will be taxed as ordinary income in the year received by such U.S. Holder. To the extent amounts paid as distributions on the Ordinary Shares exceed our current or accumulated earnings and profits, such distributions will not be dividends, but instead will be treated first as a tax-free return of capital to the extent of the U.S. Holder’s adjusted tax basis, determined for federal income tax purposes, in the Ordinary Shares with respect to which the distribution is made, and thereafter as capital gain. However, we do not intend to compute (or to provide U.S. Holders with the information necessary to compute) our earnings and profits under United States federal income tax principles. Accordingly, a U.S. Holder will be unable to establish that a distribution is not out of earnings and profits and should expect to treat the full amount of each distribution as a “dividend” for United States federal income tax purposes.

Any dividends that we pay will generally be treated as income from foreign sources for United States foreign tax credit purposes and will generally constitute passive category income. Depending on the U.S. Holder’s particular facts and circumstances, a U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed (at a rate not exceeding any applicable treaty rate) on dividends received on our Ordinary Shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction, for United States federal income tax purposes, in respect of such withholdings, but only for a year in which such U.S. Holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex. U.S. Holders are advised to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

Dividends paid in non-U.S. currency will be included in the gross income of a U.S. Holder in a U.S. dollar amount calculated by reference to a spot market exchange rate in effect on the date that the dividends are received by the U.S. Holder, regardless of whether such foreign currency is in fact converted into U.S. dollars on such date. Such U.S. Holder will have a tax basis for United States federal income tax purposes in the foreign currency received equal to that U.S. dollar value. If such dividends are converted into U.S. dollars on the date of receipt, a U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect thereof. If the foreign currency so received is not converted into U.S. dollars on the date of receipt, such U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any gain or loss on a subsequent conversion or other disposition of the foreign currency generally will be treated as ordinary income or loss to such U.S. Holder and generally will be income or loss from sources within the United States for foreign tax credit limitation purposes. U.S. Holders should consult their own tax advisors regarding the treatment of foreign currency gain or loss, if any, on any foreign currency received by a U.S. Holder that are converted into U.S. dollars on a date subsequent to receipt.

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Sale or Other Disposition of Ordinary Shares

A U.S. Holder will generally recognize capital gain or loss upon a sale or other disposition of Ordinary Shares, in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis, determined for federal income tax purposes, in such Ordinary Shares, each amount determined in U.S. dollars. Any capital gain or loss will be long-term capital gain or loss if the Ordinary Shares have been held for more than one year and will generally be United States source gain or loss for United States foreign tax credit purposes. The deductibility of a capital loss may be subject to limitations, particularly with regard to shareholders who are individuals. Each U.S. Holder is advised to consult its tax advisor regarding the tax consequences if a foreign tax is imposed on a disposition of our Ordinary Shares, including the availability of the foreign tax credit under its particular circumstances.

A U.S. Holder that receives Hong Kong dollars or another currency other than U.S. dollars on the disposition of our Ordinary Shares will realize an amount equal to the U.S. dollar value of the non-U.S. currency received at the spot rate on the date of sale (or, if the Ordinary Shares are traded on a recognized exchange and in the case of cash basis and electing accrual basis U.S. Holders, the settlement date). An accrual basis U.S. Holder that does not elect to determine the amount realized using the spot rate on the settlement date will recognize foreign currency gain or loss equal to the difference between the U.S. dollar value of the amount received based on the spot market exchange rates in effect on the date of sale or other disposition and the settlement date. A U.S. Holder will have a tax basis in the currency received equal to the U.S. dollar value of the currency received on the settlement date. Any gain or loss on a subsequent disposition or conversion of the currency will be United States source ordinary income or loss.

Passive Foreign Investment Company Considerations

For United States federal income tax purposes, a non-United States corporation, such as our Company, will be treated as a “passive foreign investment company,” or “PFIC” if, in the case of any particular taxable year, either (a) 75% or more of our gross income for such year consists of certain types of “passive” income or (b) 50% or more of the value of our assets (generally determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Based upon our current and expected income and assets (including goodwill and taking into account the expected proceeds from this offering) and the expected market price of our Ordinary Shares following this offering, we do not expect to be a PFIC for the current taxable year or the foreseeable future.

However, while we do not expect to be or become a PFIC, no assurance can be given in this regard because the determination of whether we are or will become a PFIC for any taxable year is a fact-intensive inquiry made annually that depends, in part, upon the composition and classification of our income and assets. Fluctuations in the market price of our Ordinary Shares may cause us to be or become a PFIC for the current or subsequent taxable years because the value of our assets for the purpose of the asset test, including the value of our goodwill and other unbooked intangibles, may be determined by reference to the market price of our Ordinary Shares (which may be volatile). The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering. It is also possible that the Internal Revenue Service may challenge our classification of certain income or assets for purposes of the analysis set forth in subparagraphs (a) and (b), above or the valuation of our goodwill and other unbooked intangibles, which may result in our company being or becoming a PFIC for the current or future taxable years.

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If we are classified as a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares, and unless the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the Ordinary Shares), and (ii) any gain realized on the sale or other disposition, including, under certain circumstances, a pledge, of Ordinary Shares. Under the PFIC rules:

● such excess distribution and/or gain will be allocated ratably over the U.S. Holder’s holding period for the Ordinary Shares;

● such amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are a PFIC, each a pre-PFIC year, will be taxable as ordinary income;

● such amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to the U.S. Holder for that year; and

● an interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year.

If we are a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares and we own any equity in a non-United States entity that is also a PFIC, or a lower-tier PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. U.S. Holders are advised to consult their tax advisors regarding the application of the PFIC rules to any of the entities in which we may own equity.

As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with respect to such stock, provided that certain requirements are met. The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the SEC, or on a foreign exchange or market that the IRS determines is a qualified exchange that has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. Although we intend to apply for the listing of our Ordinary Shares on Nasdaq, we cannot guarantee that our listing will be approved. Furthermore, we cannot guarantee that, once listed, our Ordinary Shares will continue to be listed and regularly traded on such exchange. U.S. Holders are advised to consult their tax advisors as to whether the Ordinary Shares are considered marketable for these purposes.

If an effective mark-to-market election is made with respect to our Ordinary Shares, the U.S. Holder will generally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of Ordinary Shares held at the end of the taxable year over its adjusted tax basis of such Ordinary Shares and (ii) deduct as an ordinary loss the excess, if any, of its adjusted tax basis of the Ordinary Shares held at the end of the taxable year over the fair market value of such Ordinary Shares held at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the Ordinary Shares would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes an effective mark-to-market election, in each year that we are a PFIC any gain recognized upon the sale or other disposition of the Ordinary Shares will be treated as ordinary income and loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.

If a U.S. Holder makes a mark-to-market election in respect of a PFIC and such corporation ceases to be a PFIC, the U.S. Holder will not be required to take into account the mark-to-market gain or loss described above during any period that such corporation is not a PFIC.

Because a mark-to-market election generally cannot be made for any lower-tier PFICs that a PFIC may own, a U.S. Holder who makes a mark-to-market election with respect to our Ordinary Shares may continue to be subject to the general PFIC rules with respect to such U.S. Holder’s indirect interest in any of our non-United States subsidiaries if any of them is a PFIC.

If a U.S. Holder owns our Ordinary Shares during any taxable year that we are a PFIC, such holder would generally be required to file an annual IRS Form 8621. Each U.S. Holder is advised to consult its tax advisor regarding the potential tax consequences to such holder if we are or become a PFIC, including the possibility of making a mark-to-market election.

THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PARTICULAR INVESTOR. EACH PROSPECTIVE INVESTOR IN THE OUR ORDINARY SHARES IS URGED TO CONSULT ITS OWN TAX ADVISER ABOUT THE TAX CONSEQUENCES TO IT OF OWNING AND DISPOSING OF OUR ORDINARY SHARES IN LIGHT OF SUCH PROSPECTIVE INVESTOR’S OWN CIRCUMSTANCES.

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UNDERWRITING

We and the Selling Shareholders have entered into an underwriting agreement dated [●], 2022 with Spartan Capital Securities, LLC, or the Representative, acting as the exclusive agent, advisor or underwriter with respect to the Ordinary Shares subject to this offering. Subject to the terms and conditions of the underwriting agreement, we and the Selling Shareholders have agreed to sell to the underwriters, and each underwriter named below has severally agreed to purchase from us, on a firm commitment basis, the number of Ordinary Shares set forth opposite its name below, at the public offering price, less the underwriting discount set forth on the cover page of this prospectus:

Name	Number of shares
Spartan Capital Securities, LLC	[●]
Total

The underwriters are offering the Ordinary Shares subject to their acceptance of the Ordinary Shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the Ordinary Shares offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the Ordinary Shares offered by this prospectus if any such shares are taken.

The Representative has advised us that it proposes to offer the shares to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of US$[●] per share. The underwriters may allow, and certain dealers may re-allow, a discount from the concession not in excess of US$[●] per share to certain brokers and dealers. After this offering, the public offering price, concession and reallowance to dealers may be reduced by the Representative. No such reduction shall change the amount of proceeds to be received by us as set forth on the cover page of this prospectus. The securities are offered by the underwriters as stated herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part. The underwriters have informed us that they do not intend to confirm sales to any accounts over which they exercise discretionary authority.

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Discounts, Commission and Expenses

The underwriting discounts and commissions are 8.0% of the initial public offering price.

The following table shows the price per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us.

		Per Share		Total
Public offering price	$	[●]	$	[●]
Underwriting discounts and commissions to be paid by us	$	[●]	$	[●]
Proceeds, before expenses, to us	$	[●]	$	[●]

We will also pay to the Representative by deduction from the net proceeds of the offering contemplated herein, a non-accountable expense allowance equal to one percent (1.0%) of the gross proceeds received by us from the sale of the Ordinary Shares.

We have paid expense deposits of US$[●] to the Representative for its anticipated out-of-pocket expenses; any expense deposits will be returned to us to the extent the Representative’s out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

We have agreed to pay expenses relating to the offering, including but not limited to (i) all filing fees and communication expenses relating to the registration of the shares to be sold in this offering with the SEC and the filing of the offering materials with FINRA; (ii) up to US$180,000 of fees, all reasonable travel and lodging expenses incurred by the Representative or its counsel in connection with visits to, and examinations of, the Company; (iii) translation costs for due diligence purpose; (iv) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of Representative’s counsel); (v) the costs of all mailing and printing of the placement documents, registration statements, prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final prospectuses as the Representative may reasonably deem necessary; (vi) the costs of preparing, printing and delivering certificates representing the shares and the fees and expenses of the transfer agent for such shares; (vii) the reasonable cost for road show meetings and preparation of a power point presentation; and (viii) the costs associated with “tombstone” advertisements, at a total cost of US$8,000.

We estimate that the total expenses of the offering payable by us, excluding the underwriters’ discount and commissions and non-accountable expense allowance will be approximately US$[●] including a maximum aggregate reimbursement of US$180,000 of the Representative’s accountable expenses.

Indemnification; Indemnification Escrow

We and the Selling Shareholders have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act and liabilities arising from breaches of representations and warranties contained in the underwriting agreement, or to contribute to payments that the underwriters may be required to make in respect of those liabilities.

Concurrently with the execution and delivery of the underwriting agreement, the Company will set up an escrow account with a third-party escrow agent in the United States and will fund such account with US$[●] from the offering proceeds that may be utilized by the underwriters to fund any bona fide indemnification claims of the underwriters arising during the 12 month period following the closing of the offering. The escrow account will be interest bearing, and we will be free to invest the assets in securities. All funds that are not subject to an indemnification claim will be returned to us after the applicable period expires. The Company will pay the reasonable fees and expenses of the escrow agent.

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Lock-Up Agreements

Our officers, directors and principal shareholders (5% or more shareholders), except for the Selling Shareholders to the extent of its participation in this offering, have agreed, subject to certain exceptions, to a twelve (12) month “lock-up” period from the closing of this offering with respect to the Ordinary Shares that they beneficially own, including the issuance of shares upon the exercise of convertible securities and options that are currently outstanding or which may be issued. This means that, for a period of twelve (12) months following the closing of the offering, such persons may not offer, sell, pledge or otherwise dispose of these securities without the prior written consent of the Representative. We have also agreed, in the underwriting agreement, to similar restrictions on the issuance and sale of our securities for 12 months following the closing of this offering, subject to certain customary exceptions, without the prior written consent of the Representative.

The Representative has no present intention to waive or shorten the lock-up period; however, the terms of the lock-up agreements may be waived at its discretion. In determining whether to waive the terms of the lock-up agreements, the Representative may base its decision on its assessment of the relative strengths of the securities markets and companies similar to ours in general, and the trading pattern of, and demand for, our securities in general.

Right of First Refusal

For a period of twelve months from the completion of this offering, we have granted the Representative the right of first refusal to act as lead manager and bookrunner or lead placement agent with respect to any public or private sale of the securities of the Company and/or any of its subsidiaries.

Nasdaq Listing

We have applied to have our Ordinary Shares approved for listing on the Nasdaq Capital Market under the symbol “[●].” We make no representation that such application will be approved or that our Ordinary Shares will trade on such market either now or at any time in the future; notwithstanding the foregoing, we will not close this offering unless such Ordinary Shares will be so listed at completion of this offering.

Electronic Distribution

A prospectus in electronic format may be made available on websites or through other online services maintained by Representative or by its affiliates. Other than the prospectus in electronic format, the information on the Representative’s website and any information contained in any other website maintained by it is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the Representative in its capacity as an underwriter, and should not be relied upon by investors.

Any underwriter who is a qualified market maker on Nasdaq may engage in passive market making transactions on Nasdaq in accordance with Rule 103 of Regulation M, during the Business Day prior to the pricing of the offering, before the commencement of offers or sales. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded.

No Prior Public Market

Prior to this offering, there has been no public market for our securities and the public offering price for our Ordinary Shares will be determined through negotiations between us and the Representative. Among the factors to be considered in these negotiations will be prevailing market conditions, our financial information, market valuations of other companies that we and the Representative believe to be comparable to us, estimates of our business potential, the present state of our development and other factors deemed relevant. The offering price for our Ordinary Shares in this offering has been arbitrarily determined by the Company in its negotiations with the underwriters and does not necessarily bear any direct relationship to the assets, operations, book or other established criteria of value of the Company.

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Price Stabilization, Short Positions and Penalty Bids

Until the distribution of the Ordinary Shares offered by this prospectus is completed, rules of the SEC may limit the ability of the underwriters to bid for and to purchase our Ordinary Shares. As an exception to these rules, the underwriters may engage in transactions effected in accordance with Regulation M under the Exchange Act that are intended to stabilize, maintain or otherwise affect the price of our Ordinary Shares. The underwriters may engage in over-allotment sales, syndicate covering transactions, stabilizing transactions and penalty bids in accordance with Regulation M.

● Stabilizing transactions consist of bids or purchases made by the managing underwriter for the purpose of preventing or slowing a decline in the market price of our securities while this offering is in progress.

● Short sales and over-allotments occur when the managing underwriter, on behalf of the underwriting syndicate, sells more of our shares than they purchase from us in this offering. In order to cover the resulting short position, the managing underwriter may engage in syndicate covering transactions. There is no contractual limit on the size of any syndicate covering transaction. The underwriters will deliver a prospectus in connection with any such short sales. Purchasers of shares sold short by the underwriters are entitled to the same remedies under the federal securities laws as any other purchaser of units covered by the registration statement.

● Syndicate covering transactions are bids for or purchases of our securities on the open market by the managing underwriter on behalf of the underwriters in order to reduce a short position incurred by the managing underwriter on behalf of the underwriters.

● A penalty bid is an arrangement permitting the managing underwriter to reclaim the selling concession that would otherwise accrue to an underwriter if the ordinary shares originally sold by the underwriter were later repurchased by the managing underwriter and therefore was not effectively sold to the public by such underwriter.

Stabilization, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our Ordinary Shares or preventing or retarding a decline in the market price of our ordinary shares. As a result, the price of our Ordinary Shares may be higher than the price that might otherwise exist in the open market.

Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the prices of our Ordinary Shares. These transactions may occur on Nasdaq or on any trading market. If any of these transactions are commenced, they may be discontinued without notice at any time.

Other Relationships

The underwriters and certain of their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Some of the underwriters and certain of their affiliates may in the future engage in investment banking and other commercial dealings in the ordinary course of business with us and our affiliates, for which they may in the future receive customary fees, commissions and expenses. In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Offers Outside the United States

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the Ordinary Shares offered by this prospectus in any jurisdiction where action for that purpose is required. The Ordinary Shares offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such shares be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any Ordinary Shares offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

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LEGAL MATTERS

The validity of the Ordinary Shares offered in this offering and certain legal matters as to Cayman Islands law will be passed upon for us by Appleby.

Certain legal matters of United States federal securities and New York State laws in connection with this offering will be passed upon for the underwriters by Taft Stettinius & Hollister LLP.

EXPERTS

The financial statements as of December 31, 2019 and 2020, and for each of the two years in the period ended December 31, 2020 included in this prospectus have been audited by JP Centurion & Partners PLT, an independent registered public accounting firm, as stated in their report appearing herein (which report expresses an unqualified opinion on the financial statements and includes two explanatory paragraphs referring to the restatement for correction of an error and the translation of Hong Kong Dollars to United States Dollars). Such financial statements have been so included in reliance upon the report of such firm given upon the authority of such firm as experts in accounting and auditing. The office of JP Centurion & Partners PLT is located at No. 36G-2, Jalan Radin Anum, Bandar Baru Sri Petaling, 57000 Kuala Lumpur, Malaysia.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement, including relevant exhibits, with the SEC on Form F-1 under the Securities Act with respect to the underlying Ordinary Shares to be sold in this offering. For the purposes of this section, the term “registration statement” means the original registration statement and any and all amendments thereto including the schedules and exhibits to the original registration statement or any amendment. This prospectus, which constitutes a part of the registration statement on Form F-1, does not contain all of the information contained in the registration statement. You should read our registration statements and their exhibits and schedules for further information with respect to us and our Ordinary Shares.

Immediately upon the effectiveness of the registration statement on Form F-1 of which this prospectus forms a part, we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC, including the registration statement, can be obtained over the Internet at the SEC’s website at www.sec.gov or inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of documents, upon payment of a duplicating fee, by writing to the SEC.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. As we are a foreign private issuer, we will be required to file our annual report on Form 20-F within 120 days of the end of each year. However, we intend to furnish the depositary with our annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meetings and other reports and communications that are made generally available to our shareholders.

112

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

To:	The Board of Directors and Stockholders of
	Healthy Green Group Holding Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Healthy Green Group Holding Limited and its subsidiaries (collectively the ‘Company’) as of December 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows in each of the years for the two-year period ended of December 31, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows in each of the years for the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue recognition related to prepaid cash coupons

As discussed in Notes 2 and 11 to the consolidated financial statements, the Company recognized revenue related to the prepaid cash coupons of HK$1,441,000 and HK$1,382,000 in 2019 and 2020 respectively. An expected breakage amount in contract liability is determined by historical experience and is recognized in the income statement in proportion to the pattern of utilization by the customers.

We identified the evaluation of revenue recognition related to prepaid cash coupons as a critical audit matter. Subjective auditor judgment was required to evaluate the expected breakage amount used to recognize prepaid cash coupons revenue, which included assessing the historical experience and the pattern of utilization by the customers, because a change in these estimates could materially impact revenues.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue recognition process. We evaluated the historical pattern used by the Company in estimating the expected breakage amount. We assessed the calculations used by the Company to determine prepaid cash coupons revenue recognized for consistency with the historical experience and the pattern of utilization by the customers.

Inventories

As described in Notes 2 and 4 to the consolidated financial statements, inventories are stated at the lower of cost and net realizable value, with cost determined on a weighted-average basis. Write-down of potential obsolete or slow-moving inventories is recorded based on management’s assumptions about the estimated selling price, the estimated costs of completion and the estimated costs necessary to make the sale. For the year ended December 31, 2020 and 2019, the Company did not record any inventory impairment charges.

We identified the inventory write-down as a critical audit matter. The Company’s determination of future markdowns is subjective. Specifically, there was a high degree of subjective auditor judgment in evaluating how the Company’s merchandising strategy and related inventory markdown assumptions affected the realizable value of inventory.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included the following, among others: (i) observing the physical condition of inventories during inventory counts; (ii) evaluating the appropriateness of management’s process for developing the estimates of net realizable value (iii) testing the reliability of reports used by management by agreeing to underlying records; (iv) testing the reasonableness of the assumptions about quality, damages, future demand, selling prices and market conditions by considering with historical trends and consistency with evidence obtained in other areas of the audit; and corroborating the assumptions with individuals within the product team; and (v) assessing the Company’s adjustments of inventory costs to net realizable value for slow-moving and obsolete inventories by (1) comparing the historical estimate for net realizable value adjustments to actual adjustments of inventory costs, and (2) analyzing sales subsequent to the measurement date.

Allowance for current expected credit losses (“CECL”) on accounts receivable

As described in Notes 2 and 3 to the consolidated financial statements, the Company adopted ASU 2016-13, Financial Instruments-Credit Losses (codified as Accounting Standard Codification Topic 326), since January 1, 2020, which requires measurement and recognition of current expected credit losses for financial instruments held at amortized cost. The management of the Company have estimated an allowance accrued for CECL of HK$125,000 and HK$1,103,000 for the year ended December 31, 2019 and 2020 respectively, on accounts receivables, based on the credit risk of the respective receivables. The allowance amount has been measured as the difference of the asset’s carrying amount and the estimates of present value of future cash flows based on the historical experience, current conditions, and reasonable and supportable forecasts.

We have identified allowance for CECL on accounts receivable as a critical audit matter due to the involvement of subjective judgment and management estimates in evaluating the CECL of these receivable items, and the significance to the Company’s consolidated financial position.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures to respond the risk of error in the allowance for CECL included (i) obtaining an understanding and assessing management’s method for developing the allowance for doubtful accounts (credit losses); (ii) evaluating the appropriateness of the model, by reviewing the calculation schedules prepared by the management; (iii) testing the accuracy of management’s basic input in calculating CECL including aging report, historical write-offs and recoveries, on a sample basis; (iv) independently evaluating the reasonableness of significant assumptions and judgments made by management to estimate the allowance for credit loss, including the Company’s assessment on significant factors, and the basis of estimated loss rates applied with reference to historical default rates and forward-looking information; (v) sending confirmations to debtors to confirm the accuracy of the basic information and terms of the loan receivables; (vi) performing credit review with both individual and corporation borrowers of significant loan receivables, to assess the borrowers’ capability and willing to repay the debt.

/s/ JP Centurion & Partners PLT

We have served as the Company’s auditor since January 2022.

JP Centurion & Partners PLT (PCAOB: 6723)

Kuala Lumpur, Malaysia

April 26, 2022

F-1

HEALTHY GREEN GROUP HOLDING LIMITED AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amount in thousands, except for share and per share data, or otherwise noted)

	As of December 31,
	2019		2020		2020
	HKD’000		HKD’000		US$’000
					(Note)
Assets
Current assets:
Cash and cash equivalents		16,423		26,683		3,421
Accounts receivable, net		4,749		8,873		1,138
Inventories		14,291		16,372		2,099
Prepaid expenses and other current assets		6,325		4,909		630
Due from related parties		20,335		27,169		3,483
Total current assets		62,123		84,006		10,771
Property, plant and equipment, net		2,706		3,019		387
Right-of-use assets		20,292		25,216		3,233
Intangible assets		597		498		64
Lease and other deposits		6,237		5,925		760
Deferred tax assets		860		985		126
Total non-current assets		30,692		35,643		4,570
TOTAL ASSETS		92,815		119,649		15,341
Liabilities
Current liabilities:
Bank overdraft and loans – current		21,452		29,519		3,785
Lease liabilities - current		10,457		12,353		1,584
Accounts payable, accruals, and other current liabilities		14,359		17,599		2,257
Contract liabilities		10,640		9,327		1,196
Provision for reinstatement costs		676		782		100
Due to related parties		2,624		220		28
Income taxes payable		6		1,465		188
Total current liabilities		60,214		71,265		9,138
Non-current liabilities
Bank loans – non-current		3,504		2,745		352
Provision for reinstatement costs		979		1,563		200
Provision for termination benefits		318		714		92
Lease liabilities – non-current		9,565		12,713		1,630
Deferred tax liabilities		46		33		4
Total non-current liabilities		14,412		17,768		2,278
TOTAL LIABILITIES		74,626		89,033		11,416
Commitments and contingencies		-		-		-
Shareholders’ equity
Ordinary shares HKD0.01 par value per share; 380,000 authorized as of December 31, 2019 and 2020; 10,000 shares issued and outstanding		0		0		0
Retained earnings		18,189		30,616		3,925
Total shareholders’ equity		18,189		30,616		3,925
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		92,815		119,649		15,341

The accompanying notes are an integral part of these consolidated financial statements.

F-2

HEALTHY GREEN GROUP HOLDING LIMITED AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Amount in thousands, except for share and per share data, or otherwise noted)

	For the year ended December 31,
	2019			2020			2020
	HKD’000			HKD’000			US$’000
							(Note)
Revenues		156,393			172,809			22,158
Cost of sales		(83,106	)		(90,646	)		(11,623	)
Gross profit		73,287			82,163			10,535
Operating expenses:
Selling and marketing expenses		(48,544	)		(49,265	)		(6,318	)
General and administrative expenses		(19,867	)		(23,590	)		(3,025	)
Total operating expenses		(68,411	)		(72,855	)		(9,343	)
Income from operations		4,876			9,308			1,192
Other income (loss):
Other income		2,485			9,349			1,199
Interest expense		(1,658	)		(1,094	)		(140	)
Other gains (losses), net		967			(2,523	)		(324	)
Total other income (loss)		1,794			5,732			735
Income before tax expense		6,670			15,040			1,927
Income tax expense		(780	)		(2,613	)		(335	)
Net income		5,890			12,427			1,592
Other comprehensive income
Foreign currency translation gain/ (loss), net of taxes		-			-			-
Total comprehensive income		5,890			12,427			1,592
Net income per share attributable to ordinary shareholders
Basic and diluted		589			1,243			159
Weighted average number of ordinary shares used in computing net income per share
Basic and diluted		10,000			10,000			10,000

The accompanying notes are an integral part of these consolidated financial statements.

F-3

HEALTHY GREEN GROUP HOLDING LIMITED AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Amount in thousands, except for share and per share data, or otherwise noted)

	Ordinary shares						Total
	Number of				Retained		Stockholders’
	Shares		Amount		Earnings		Equity
			HKD’000		HKD’000		HKD’000
Balance as of January 1, 2019		10,000		0		12,299		12,299
Net income		-		-		5,890		5,890
Balance as of December 31, 2019		10,000		0		18,189		18,189
Net income		-		-		12,427		12,427
Balance as of December 31, 2020		10,000		0		30,616		30,616

The accompanying notes are an integral part of these consolidated financial statements.

F-4

HEALTHY GREEN GROUP HOLDING LIMITED AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amount in thousands, except for share and per share data, or otherwise noted)

	For the year ended December 31,
	2019			2020			2020
		HKD’000			HKD’000			US$’000
								(Note)
Operating activities
Net income		5,890			12,427			1,592
Adjustment:
Depreciation and amortization		1,792			1,448			186
Loss on disposal of property, plant and equipment		124			191			24
Change in inventories		739			(2,082	)		(267	)
Change in accounts receivable, prepaid expenses and other current assets		(3,301	)		(3,423	)		(439	)
Change in accounts payable, accruals, and other current liabilities		(5,671	)		2,323			300
Change in other operating assets and liabilities		680			3,037			389
Cash provided by operating activities		253			13,921			1,785
Investing activities
Purchase of property, plant and equipment		(304	)		(1,733	)		(222	)
Cash used in investing activities		(304	)		(1,733	)		(222	)
Financing activities
Proceeds from new bank loans		52,564			50,962			6,534
Repayment of bank loans		(70,476	)		(46,798	)		(6,000	)
Change in bank overdraft		1,086			3,145			403
Advances from (repayment to) related parties		23,405			(9,237	)		(1,185	)
Cash used in financing activities		6,579			(1,928	)		(248	)
Net change in cash and cash equivalents		6,528			10,260			1,315
Cash and cash equivalents as of beginning of the year		9,895			16,423			2,106
Cash and cash equivalents as of the end of the year		16,423			26,683			3,421
Supplementary Cash Flows Information
Cash paid for interest		1,658			1,094			140
Cash paid for taxes		-			578			74

The accompanying notes are an integral part of these consolidated financial statements.

F-5

HEALTHY GREEN GROUP HOLDING LIMITED AND ITS SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

Healthy Green Group Holding Limited (the “Company”) was incorporated in the Cayman Islands on December 24, 2018 under the Companies Act as an exempted company with limited liability. The Company conducts its primary operations of the marketing and sales of natural and organic foods in Hong Kong through its indirectly held wholly owned subsidiaries that are incorporated and domiciled in Hong Kong, namely: 1.) Organic Garden International Limited (“Organic Garden”) which is principally engaged in the wholesale and trading segment, 2.) Greendotdot.com Limited (“GDD Hong Kong”) which is principally engaged in the retail segment, and 3.) Linden Tree Consultancy Limited (“Linden Tree”) which principally serves as the trademark holding company. The Company holds Organic Garden, GDD Hong Kong and Linden Tree via two wholly owned subsidiaries, namely OG Wholesales Holding Limited (“OG Wholesales”) and GDD Retail Holding Limited (“GDD Retail”), both of which were incorporated and are domiciled in the British Virgin Islands.

Details of the Company and its subsidiaries (together the “Company” or the “Group”) are set out in the table as follows:

		Percentage of effective ownership
Name	Date of incorporation	2019	2020	Place of incorporation	Principal activities
Healthy Green Group Holding Limited	December 24, 2018	N/A	N/A	Cayman Islands	Investment holding
OG Wholesales Holding Limited	December 20, 2018	100%	100%	The British Virgin Islands	Investment holding
GDD Retail Holding Limited	December 20, 2018	100%	100%	The British Virgin Islands	Investment holding
Organic Gardens International Limited	March 3, 1999	100%	100%	Hong Kong	Wholesale and trading of natural and organic foods and the operation of food factory and warehouse
Greendotdot.com Limited	April 14, 2000	100%	100%	Hong Kong	Retail (through retail outlets and online) of natural and organic foods
Linden Tree Consultancy Limited	May 20, 2013	100%	100%	Hong Kong	Trademark holding

Reorganization

Pursuant to a group reorganization (“Group Reorganization”) that took place on January 31, 2019 (“Closing Date”), the former shareholders of OG Wholesales and GDD Retail, namely WKW Investment Limited (“WKW Investment”, a company incorporated in the British Virgin Islands) and CFT Investment Holding Limited (“CFT Investment”), transferred all the shares of, inter alia, OG Wholesales and GDD Retail to the Company in consideration of the Company allotting and issuing 8,063 and 1,927 Shares to WKW Investment and CFT Investment respectively credited as fully paid. Following such share exchanges, GDD Retail, OG Wholesales, Organic Gardens, GDD Hong Kong and Linden Tree became the Company’s wholly-owned subsidiaries, whereas WKW Investment and CFT Investment became the controlling shareholders of the Company holding 80.71% and 19.29% of the issued share capital of the Company respectively.

The Group Reorganization has been accounted for as a reverse acquisition whereby OG Wholesales and GDD Retail are deemed to be the accounting acquirers (legal acquirees) and the Company to be the accounting acquiree (legal acquirer). The financial statements before the Group Reorganization are those of GDD Retail, OG Wholesales, Organic Gardens, GDD Hong Kong and Linden Tree on a combined basis with the results of the Company being consolidated from the Closing Date. The equity section and earnings per share of the Company have been retroactively restated to reflect the reverse acquisition and no goodwill has been recorded.

The accompanying financial statements are presented assuming that the existing group structure was an existence at the beginning of the first period presented.

F-6

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the regulations of the Securities and Exchange Commission (“SEC”).

Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company transactions, if any, and balances due to, due from, long-term investment subsidiary, and registered paid in capital have been eliminated upon consolidation.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to allowance for uncollectible accounts receivable, inventory valuation, useful lives and impairment for plant property and equipment, valuation allowance for deferred tax assets, fair value of financial instruments, warranty liabilities, and contingencies. Actual results could vary from the estimates and assumptions that were used.

Risks and uncertainties

The main operations of the Company are located in Hong Kong. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in Hong Kong, as well as by the general state of the economy in Hong Kong. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in Hong Kong. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, such experience may not be indicative of future results.

The Company’s business, financial condition and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could significantly disrupt the Company’s operations.

As an infectious disease, the outbreak of COVID-19 (the “Outbreak”) was first reported in late

December 2019 and has since spread to various countries all over the world. On 11 March 2020, the World Health Organization announced that COVID-19 be characterized as a pandemic based on its assessment and the governments of different countries have taken drastic measures to curb the spread of the Outbreak. The Outbreak has not only endangered the health of citizens but has also disrupted the business operations of various enterprises. While the Company’s business operations are primarily based in Hong Kong and the Company’s customers are located in Hong Kong, there was no significant impact on the Company’s business in 2019 and 2020 given that all of the retail stores and consignees remained open with normal opening hours since the Outbreak.

Following the Outbreak, a series of precautionary and control measures have been and will continue to be implemented in Hong Kong. The directors of the Company will keep continuous attention on monitoring the development of the Outbreak. Based on the currently available information, the directors of the Company consider that the Outbreak would not have a material financial impact on the Group’s overall operation and sales performance.

Foreign currency translation and transaction and convenience translation

The accompanying consolidated financial statements are presented in the Hong Kong dollar (“HKD”), which is the reporting currency of the Company. HKD is also the functional currency of the Company’s operating subsidiaries Organic Garden, Greendotdot, and Linden Tree.

F-7

Assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. Translation gains and losses are recognized in the consolidated statements of operations and comprehensive loss as other comprehensive income or loss. Transactions in currencies other than the reporting currency are measured and recorded in the reporting currency at the exchange rate prevailing on the transaction date. The cumulative gain or loss from foreign currency transactions is reflected in the consolidated statements of income and comprehensive income as other income (other expenses).

The value of foreign currencies including the US Dollar may fluctuate against the Hong Kong Dollar. Any significant variations of the foreign currencies relative to the Hong Kong Dollar may materially affect the Company’s financial condition in terms of reporting in HKD.

Translations of the consolidated balance sheets, consolidated statements of comprehensive income and consolidated statements of cash flows from HKD into US$ as of and for the year ended December 31, 2020 are solely for the convenience of the reader and were calculated at the rate of US$0.12822 = HKD$1. No representation is made that the HKD amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2020, or at any other rate.

Fair Value Measurement

Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability.

Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value:

● Level 1 applies to assets or liabilities for which there are quoted prices, in active markets for identical assets or liabilities.

● Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

● Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, bank loans and overdraft, leases, accounts payables and accruals, contract liabilities and due from and to related parties are financial assets and liabilities. Cash and cash equivalents, accounts receivables, prepaid expenses and other currents, accounts payables and accruals, and contract liabilities are subject to fair value measurement; however, because of their being short term in nature, management believes their carrying value approximate their fair value. The Company accounts for bank loans and leases at amortized cost and has elected NOT to account for them under the fair value hierarchy.

Related parties

The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, the Company’s demand deposit placed with financial institutions, which have original maturities of less than three months and unrestricted as to withdrawal and use.

F-8

Accounts Receivable, net

Accounts receivable, net are stated at the original amount less an allowance for expected credit loss on such receivables. The allowance for expected credit loss is estimated based upon the Company’s assessment of various factors including historical experience, the age of the accounts receivable balances, current general economic conditions, future expectations and customer specific quantitative and qualitative factors that may affect the Company’s customers’ ability to pay. An allowance is also made when there is objective evidence for the Company to reasonably estimate the amount of probable loss.

Inventories

Inventories, which consist of raw materials, packaging materials and finished goods for resale, are stated at the lower of cost and net realizable value. Cost is determined on a weighted average cost basis and includes all costs of purchase, costs of conversion, and other costs incurred in bringing the inventories to their present location and condition.

Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

When inventories are sold, the carrying amount of those inventories is recognized as an expense in the period in which the related revenue is recognized. The amount of any write-down of inventories to net realizable value and all losses of inventories are recognized as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories is recognized as a reduction in the amount of inventories recognized as an expense in the period in which the reversal occurs.

Property, plant and equipment, net

Property, plant and equipment are stated at cost less accumulated depreciation and impairment, if any, and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its intended use. Estimated useful lives are as follows:

Category	Estimated useful lives
Leasehold improvements	Over the shorter of the lease term and 5 years
Furniture and fixtures	5 years
Equipment	5 years

Expenditure for repair and maintenance costs, which do not materially extend the useful lives of the assets, are charged to expenses as incurred, whereas the expenditure for major renewals and betterment that substantially extends the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the consolidated statements of income.

Website Development Costs

The Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development Costs” (ASC 350-50). All costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage are accounted for in accordance with ASC 350-50 which requires the capitalization of certain costs that meet specific criteria, and costs incurred in the day to day operation of the website are expensed as incurred. The Company capitalizes external website development costs (“website costs”), which primarily include third-party costs related to acquiring domains and developing applications, as well as costs incurred to develop or acquire and customize code for web applications, costs to develop HTML web pages or develop templates and costs to create initial graphics for the website that included the design or layout of each page.

Through December 31, 2020, the capitalized costs of the Company’s websites placed into service were subject to straight-line amortization over a ten-year period.

F-9

Impairment of long-lived assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash flows. No impairment of long-lived assets was recognized as of December 31, 2020 and 2019.

Contract liabilities

A contract liability is recognized when the customer pays non-refundable consideration before the Company recognizes the related revenue. A contract liability would also be recognized if the Company has an unconditional right to receive nonrefundable considerations before the Company recognizes the related revenue. In such cases, a corresponding receivable would also be recognized.

Commitments and contingencies

In the normal course of business, the Company is subject to commitments and contingencies, including operating lease commitments, legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss will occur, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances of each matter.

Revenue recognition

In May 2014, the FASB issued Topic 606, “Revenue from Contracts with Customers”. This topic clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP. Simultaneously, this topic supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle of the guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The Company currently generates its revenue from the following main sources:

Sales of goods

The Company sells finished products to customers. Those sales predominantly contain a single performance obligation and revenue is recognized at a single point in time when ownership, risks and rewards transfer, being the point of time of which the goods are collected by customer at the retail stores or shipped to the customer’s specific location. A provision for payment discounts and product return allowances is recorded as a reduction of sales in the same period the revenue is recognized.

Membership reward points

The Company offers customer pricing allowances by operating a membership loyalty program where retail customers accumulate points for purchases made which entitle them to discount on future purchases. Revenue from the reward points is recognized when the points are redeemed or when they expire after the initial sale. The reward points expire in December in each calendar year.

Prepaid cash coupons (e.g., gift cards)

The Company sells prepaid cash coupons to customers for the exchange of finished products at the same price of the face value of each prepaid cash coupons. Bonus coupons are issued when the customers purchase the pre-determined number of prepaid cash coupons in bulk. A portion of the fair value of the consideration received is allocated to the bonus coupons. Payments received for the prepaid cash coupons are recorded as contract liability at the time of receipt.

Customers may not utilize all of their contractual rights within the pre-determined period. Such unutilized prepaid cash coupons are referred to as breakage. An expected breakage amount in contract liability is determined by historical experience and is recognized in the income statement in proportion to the pattern of utilization by the customers. Any contract liability outstanding at the expiry of the service period is fully recognized in the income statement.

F-10

Consignment service income

The Company earns the consignment service income by providing consignment service to the customers in the Company’s retail stores. Consignment service income is recognized at the pre-determined percentage when the goods are sold to ultimate customers.

Interest income

Interest income, on an accrual basis using the effective interest method by applying the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, when appropriate, to the net carrying amount of the financial asset.

Cost of sales

Cost of products sold is primarily comprised of direct materials and supplies consumed in the processing and packaging of product, as well as labor, depreciation expense and direct overhead expenses necessary to acquire and convert the purchased materials and supplies into finished products. Cost of products sold also includes the cost to distribute products to customers, inbound freight costs, warehousing and logistics costs and other shipping and handling activity.

Selling and marketing expenses

Selling expenses mainly consists of promotion and marketing expenses, amortization of right-of-use assets, depreciation, transportation expenses and staff costs.

Advertising

The Company conducts advertising for the promotion of its brand and products. In accordance with ASC 720-35, advertising costs, included in selling and marketing expenses when incurred, were HKD336 thousand in 2020 and HKD966 thousand in 2019.

General and administrative expenses

General and administrative expenses mainly consist of staff cost, amortization of right-of-use assets, office supplies and upkeep expenses, legal and professional fees, and other miscellaneous administrative expenses.

Leases

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lease assets and liabilities to be recorded on the balance sheet. The Company adopted this ASU and related amendments as of January 1, 2019 under the modified retrospective approach and elected to adopt the following lease policies in conjunction with the adoption of ASU 2016-02: (i) for leases that have lease terms of 12 months or less and do not include a purchase option that it is reasonably certain to exercise, the Company elected not to apply ASC 842 recognition requirements; and (ii) the Company elected to apply the package of practical expedients for existing arrangements entered into prior to January 1, 2019 to not reassess (a) whether an arrangement is or contains a lease, (b) the lease classification applied to existing leases, and (c) initial direct costs.

For any new or modified lease, the Company determines whether a contract is or contains a lease at the inception of the contract. The Company records right-of-use (“ROU”) assets and lease obligations for its finance and operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. Lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less. For a majority of all classes of underlying assets, the Company has elected to not separate lease from non-lease components. For leases in which the lease and non-lease components have been combined, the variable lease expense includes expenses such as common area maintenance, utilities, and repairs and maintenance.

F-11

Income taxes

The Group accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.

The Company did not accrue any liability, interest or penalties related to uncertain tax positions in its provision for income taxes line of its consolidated statements of income for the years ended December 31, 2020 and 2019, respectively. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.

Earnings per share

Basic earnings per share is computed by dividing net earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares.

Recent accounting pronouncements

The Company is an “emerging growth company” (an “EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.

In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. In July 2018, ASU 2016-02 was updated with ASU 2018-11, Targeted Improvements to ASC Topic 842, which provides entities with relief from the costs of implementing certain aspects of the new leasing standard. Specifically, under the amendments in ASU 2018-11, (1) entities may elect not to recast the comparative periods presented when transitioning to ASC 842 and (2) lessors may elect not to separate lease and non-lease components when certain conditions are met. In November 2019, ASU 2019-10, Codification Improvements to ASC 842 modified the effective dates of all other entities. In June 2020, ASU 2020-05 defer the effective date for one year for entities in the “all other” category. For all other entities, the amendments in ASU 2020-05 are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application of the guidance continues to be permitted. The Company will adopt ASU 2016-02 from January 1, 2022. The Company is in the process of evaluating the effect of the adoption of this ASU.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses”, which will require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Subsequently, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, to clarify that receivables arising from operating leases are within the scope of lease accounting standards. Further, the FASB issued ASU No. 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11 and ASU 2020-02 to provide additional guidance on the credit losses standard.

F-12

For all other entities, the amendments for ASU 2016-13 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. Adoption of the ASUs is on a modified retrospective basis. The Company will adopt ASU 2016-13 from January 1, 2023. The Company is in the process of evaluating the effect of the adoption of this ASU.

Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent standards that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.

3. ACCOUNTS RECEIVABLE, NET

Accounts receivable, net, consists of the following:

	As of December 31,
	2019			2020
		HKD’000			HKD’000
Accounts receivable		4,874			9,976
Less: allowance for doubtful accounts		(125	)		(1,103	)
Accounts receivable, net		4,749			8,873

The movements in the allowance for doubtful accounts for the years ended December 31, 2019 and 2020 were as follows:

	As of December 31,
	2019		2020
		HKD’000		HKD’000
Balance at beginning of the year		79		125
Additions		46		978
Balance at end of the year		125		1,103

As of the end of each of the financial year, the ageing analysis of accounts receivable, net of allowance for doubtful accounts, based on the invoice date is as follows:

	As of December 31,
	2019		2020
		HKD’000		HKD’000
Within 30 days		2,961		4,211
Between 31 and 60 days		1,021		2,654
Between 61 and 90 days		465		989
More than 90 days		302		1,019
Balance at end of the year		4,749		8,873

4. INVENTORIES

Inventories consists of the following:

	As of December 31,
	2019		2020
		HKD’000		HKD’000
Finished goods		11,012		11,636
Packing materials		540		478
Raw materials		2,739		4,258
		14,291		16,372

F-13

5. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consists of the following:

	As of December 31,
	2019		2020
		HKD’000		HKD’000
Refundable deposits		2,268		3,748
Prepaid operating expenses		1,085		702
Prepaid income tax		714		-
Other receivables		2,258		459
		6,325		4,909

6. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net, consists of the following:

	As of December 31,
	2019			2020
		HKD’000			HKD’000
Leasehold improvements		7,765			8,311
Fixture and fitting		2,592			2,592
Equipment		3,224			3,960
Sub-total		13,581			14,863
Less: accumulated depreciation		(10,875	)		(11,844	)
Property, plant and equipment, net		2,706			3,019

Depreciation expense was approximately HKD1,229 thousands and HKD1,573 thousands for the years ended December 31, 2020 and 2019, respectively.

7. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

The Company leases retail locations, food factory, warehouse, office space and motor vehicles for varying periods in Hong Kong. As the majority of the leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s lease agreements do not contain any material guarantees or restrictive covenants. The Company does not have any material finance leases or any sublease activities. Short-term leases, defined as leases with initial term of 12 months or less, are not reflected on the Consolidated Balance Sheets. Lease expenses for such short-term leases is not material. The most significant assets in the Company’s leasing portfolio relate to real estate. For purposes of calculating lease liabilities for such leases, the Company have combined lease and non-lease components.

The Company’s rights-of-use assets and lease liabilities recognized in the Consolidated Balances Sheets consist of the following:

	As of December 31,
	2019			2020
		HKD’000			HKD’000
Operating lease rights-of-use assets		20,022			25,066
Finance lease rights-of-use assets:
Cost		594			594
Less: accumulated amortization		(324	)		(444	)
		270			150
Total right-of-use assets		20,292			25,216
Lease liabilities:
Current portion		10,457			12,353
Non-current portion		9,565			12,713
Total		20,022			25,066

F-14

The Company’s lease costs recognized in the Consolidated Statement of Income consist of the following:

	For the year ended December 31,
	2019		2020
		HKD’000		HKD’000
Operating lease cost		16,677		13,355
Finance lease cost:
Amortization of right-of-use assets		119		119
Interest on lease obligations		-		-
Variable lease cost (1)		715		431

⁽¹⁾ primarily consisting of costs for utilities, common area maintenance, property rates and taxes and other operating costs associated with operating leases that are not included in the lease liability and are recognized in the period in which they are incurred.

Other information about the Company’s operating leases is as follows:

	For the year ended December 31,
	2019		2020
		HKD’000		HKD’000
Cash paid for amounts included in the measurement of lease liabilities		2,771		5,043
Assets obtained in exchange for lease liabilities		2,727		4,925

	As of December 31,
	2019			2020
Operating leases:
Weighted average remaining lease term		16 months			19 months
Weighted average discount rate		4.14	%		4.37	%

Total cash paid for amounts included in the measurement of lease liabilities was HKD

The maturity analysis of the Company’s operating lease obligations as of December 31, 2020 is as follows:

	Operating leases
	HKD’000
Year ending December 31,
2021	13,385
2022	8,947
2023	4,119
2024 and thereafter	-
Total undiscounted lease obligations	26,451
Less: imputed interest	(1,385	)
Lease liabilities recognized in the Consolidated Balance Sheet	25,066

Supplemental information and maturity analysis of the Company’s finance lease which was immaterial are not disclosed.

F-15

8. INTANGIBLE ASSETS

	As of December 31,
	2019			2020
		HKD’000			HKD’000
Website development costs
Cost		995			995
Less: accumulated amortization		(398	)		(497	)
Net carrying amount		597			498

Amortization expense was HKD100 thousands and HKD100 thousands for the years ended December 31, 2019 and 2020, respectively.

The estimated aggregate amortization expense for each of the five succeeding fiscal years is as follows:

	HKD’000
Year ending December 31,
2021	100
2022	100
2023	100
2024	100
2025	100

9. BANK OVERDRAFT AND LOANS

The Company’s bank loans and overdraft, which are all denominated in HKD, consist of:

	As of December 31, 2019			As of December 31, 2020
	Maturity dates	Interest rate	Amount	Maturity dates	Interest rate	Amount
			HKD’000			HKD’000
Short-term bank borrowings:
Bank overdraft – secured		3.5%	1,086		HIBOR + 1.8%	4,231
Revolving loans – secured	2020	HIBOR + 3.25%	7,000	2021	HIBOR + 3.25%	7,000
Trade finance loans – secured	2020	HIBOR + 1.8 to 2.75%	13,016	2021	HIBOR + 1.8 to 2.75%	17,530
Current portion of term loans			350			758
Total			21,452			29,519
Long-term debt:
Term loans	2022 to 2028	HIBOR + 3.0 to 3.25%	3,854	2022 to 2028	HIBOR + 3.0 to 3.25%	3,503
Current portion of term loans			(350)			(758)
Total			3,504			2,745

Annual maturities of the Company’s long-term debt which comprise the term loans during the next five years following December 31, 2020 and thereafter are as follows:

	Annual maturities
	HKD’000
Year ending December 31,
2021		758
2022		722
2023		205
2024		205
2025		205
Thereafter		1,408
		3,503

As of December 31, 2020, the Company had available bank credit facilities (“General Facilities”), which consisted of overdraft, term loans, revolving loans and invoice financing facilities for an aggregate amount of approximately HKD42,648,000, of which approximately HKD1,108,000 was undrawn. Collateral for these General Facilities includes (i) unlimited joint or personal guarantee by Mr. Wong Ka Wo, Simon and Ms. Cheuk Fung Ting, who are directors of the Company; (ii) unlimited corporate guarantee or corporate guarantee for HKD22,000,000 by GDD Hong Kong; and (iii) legal charge over properties beneficially owned by Mr. Wong Ka Wo, Simon and/or Ms. Cheuk Fung Ting. There are no significant restrictive covenants imposed by the Company’s bank credit facilities.

F-16

10. Accounts payable, accruals, and other current liabilities

Account payable, accruals and other current liabilities consists of the following:

	As of December 31,
	2019		2020
		HKD’000		HKD’000
Trade payables		7,453		8,951
Other payables		629		1,679
Accrued expenses		5,940		6,939
Others		337		30
		14,359		17,599

11. CONTRACT LIABILITIES

Contract liabilities relate to the non-refundable advance consideration received from customers consisting of membership reward points and prepaid cash coupons as follows:

	As of December 31,
	2019		2020
		HKD’000		HKD’000
Prepaid cash coupons		10,640		9,327
Membership reward points		-		-
		10,640		9,327

Movements in the Company’s contract liabilities are as follows:

	For the year ended December 31,
	2019			2020
		HKD’000			HKD’000
At January 1		12,569			10,640
Increase in contract liabilities as a result of:
Sales of prepaid cash coupons		33,506			26,621
Decrease in contract liabilities as a result of recognizing revenue upon:
Redemption of products by prepaid cash coupons		(33,994	)		(26,552	)
Forfeited prepaid cash coupons		(1,441	)		(1,382	)
At December 31		10,640			9,327

As membership reward points expire in December in each calendar year, none of the revenue recognized during the years ended December 31, 2019 and 2020 related to the contract liabilities at the beginning of each of the years.

The remaining performance obligations of the Company’s unsatisfied contracts with customers as of December 31, 2019 and 2020 are not disclosed as all related contracts have a duration of one year or less.

F-17

12. PROVISION FOR REINSTATEMENT COSTS

	As of December 31,
	2019		2020
		HKD’000		HKD’000
Current portion		676		782
Non-current portion		979		1,563
		1,655		2,345

Movements in the Company’s provision for reinstatement costs are as follows:

	As of December 31,
	2019			2020
		HKD’000			HKD’000
At January 1		1,592			1,655
Additional recognized at the commencement of new leases		163			730
Provision (Reversal) during the year		59			-
Utilization		(159	)		(40	)
At December 31		1,655			2,345

13. DEFERRED TAX ASSETS / LIABILITIES

	As of December 31,
	2019			2020
		HKD’000			HKD’000
Deferred tax assets		860			985
Deferred tax liabilities		(46	)		(33	)
		814			952

The significant components of the Company’s deferred tax assets and liabilities are as follows:

	As of December 31,
	2019			2020
		HKD’000			HKD’000
Deferred tax assets:
Property, plant and equipment		860			985
Less: valuation allowance		-			-
Deferred tax assets, net of valuation allowance		860			985
Deferred tax liabilities:
Property, plant and equipment		(46	)		(33	)
Total deferred tax liabilities		(46	)		(33	)
Net deferred tax		814			952

As of December 31, 2019 and 2020, the Company had no unrecognized tax benefit.

F-18

14. REVENUE AND SEGMENT INFORMATION

The Company primarily generates its revenue from the sales of natural and organic foods to customers. Other sources of revenue include consignment service income, government subsidies and others.

	For the year ended December 31,
	2019		2020
		HKD’000		HKD’000
Revenue from contracts with customers		156,393		172,809
Other revenue:
Consignment service income		694		544
Government subsidies		-		6,861
Forfeited prepaid cash coupon		1,441		1,382
Sundry income		350		562
		2,485		9,349

Government subsidies in the year ended December 31, 2020 represented assistance from Hong Kong government as relief measures against COVID-19 and consisted of: (1) one-off unconditional grants of HKD1,840 thousand; and (2) grants of HKD5,021 thousand conditional upon the Company undertaking to not implement redundancies of employees during the subsidy period and to spend all the subsidies on paying wages to employees. The Company fulfilled its undertaking as of December 31, 2020.

The Company follows FASB ASC Topic 280, Segment Reporting, which requires that companies disclose segment data based on how management makes decision about allocating resources to segments and evaluating their performance. Reportable operating segments include components of an entity about which separate financial information is available and which operating results are regularly reviewed by the chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess each operating segment’s performance. The Company has primarily engaged in the sales and marketing of natural and organic foods. Much of the information provided in these consolidated financial statements is similar to, or the same as, that reviewed on a regular basis by the Company’s COMD. As a result, the Company operates and manages its business as a single operating segment.

Disaggregation of revenue from contracts with customers

The Company has established various sales channels for its products, comprising (i) retail sales to consumers via retail stores, online sales platforms and exhibitions; (ii) consignment sales to consumers through supermarkets and department stores; and (iii) wholesales to bulk-purchase customers. The following tables set out the analysis of the Company’s net revenue from external customers disaggregated by sales channels:

	For the year ended December 31,
	2019		2020
		HKD’000		HKD’000
Sales of goods recognized at a point in time:
Retail		102,851		104,403
Consignment		37,191		50,981
Wholesales		16,351		17,425
		156,393		172,809

During the two years ended December 31, 2020, the Company derived all of its revenue from delivering products to customers located in Hong Kong.

F-19

15. INCOME TAX EXPENSES

Caymans and BVIs

The Company and its subsidiaries, OG Wholesales and GDD Retail are domiciled in the Cayman Islands and the British Virgin Islands, respectively. Both localities currently enjoy permanent income tax holidays; accordingly, the Company, OG Wholesales and GDD Retail do not accrue for income taxes.

Hong Kong

Under the Inland Revenue Ordinance of Hong Kong, only assessable profits arising in or derived from Hong Kong are chargeable to Hong Kong profits tax, whereas the residence of a taxpayer is not relevant. Therefore, the Company’s operating subsidiaries, namely Organic Gardens, GDD Hong Kong and Linden Tree, are generally subject to Hong Kong income tax on its taxable profits arising in and derived from the trade or businesses carried out by them in Hong Kong.

On 21 March 2018, the Hong Kong Legislative Council passed The Inland Revenue (Amendment) (No. 7) Bill 2017 (the “Bill”), which introduces the two-tiered profits tax rates regime. The Bill was signed into law on 28 March 2018 and gazetted on the following day. Under the two-tiered profits tax rates regime, the first HK$2,000,000 of assessable profits of the qualifying corporations will be taxed at 8.25%, and assessable profits above HK$2,000,000 will be taxed at 16.5%. The assessable profits of corporations not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%. Accordingly, during the years ended December 31, 2019 and 2020, the Hong Kong profits tax is calculated at 8.25% on the first HKD2,000,000 of the estimated assessable profits and at 16.5% on the estimated assessable profits above HK$2,000,000.

The income tax provision consists of the following components:

	For the year ended December 31,
	2019			2020
		HKD’000			HKD’000
Current tax:
Current year		1,015			2,595
Under provision in prior years		-			177
Tax reduction allowed by Hong Kong government		(40	)		(20	)
Deferred tax		(195	)		(139	)
		780			2,613

A reconciliation of the provision for income taxes determined at the Hong Kong statutory income tax rate to the Company’s effective income tax rate is as follows:

	For the year ended December 31,
	2019			2020
		HKD’000			HKD’000
Income before tax expense		6,670			15,040
Tax at Hong Kong statutory tax rate of 16.5%		1,100			2,482
Reconciling items:
Tax effect of Hong Kong concessionary rate		(165	)		(165	)
Tax effect of non-deductible expenses		35			351
Tax effect of non-taxable income		(116	)		(906	)
Tax reduction allowed by Hong Kong government		(40	)		(20	)
Tax effect of temporary differences previously not recognized		(2	)		1,166
Deferred tax on lease liabilities not recognized		(32	)		(472	)
Under provision in prior years		-			177
Income tax expense		780			2,613

F-20

16. RELATED PARTY TRANSACTIONS

Amounts due from / to related parties, that include companies beneficially owned and controlled by Mr. Wong Ka Wo, Simon and Ms. Cheuk Fung Ting, directors of the Company, are unsecured, non-interest bearing and repayable on demand. These balances are non-trade in nature.

In addition, the Company had the following transactions with related parties:

	For the year ended December 31,
	2019		2020
		HKD’000		HKD’000
Sales to a related company		1,638		-
Purchase from a related company		364		-
Operating lease cost paid to a related company		366		366

The related companies are beneficially owned by Mr. Wong Ka Wo, Simon and Ms. Cheuk Fung Ting, directors of the Company.

17. CONCENTRATIONS AND RISKS

Concentrations

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of accounts receivable. The Company conducts credit evaluations of its customers, and generally does not require collateral or other security from them. The Company evaluates its collection experience and long outstanding balances to determine the need for an allowance for doubtful accounts. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.

During the years ended December 31, 2020 and 2021 respectively, the Company had no concentration of risk regarding revenue as there was no single customer who represented 10% or more of the Company’s total revenue.

The following table sets forth a summary of individual customers who represent 10% or more of the Company’s total accounts receivable:

	As of December 31,
	2019		2020
		HKD’000		HKD’000
Amount of the Company’s accounts receivable
Customer A		1,861		2,052
Customer B		508		N/A*

* Accounts receivable due from the relevant customer was less than 10% of the Company’s total accounts receivable as of December 31, 2020.

During the years ended December 31, 2020 and 2021 respectively, the Company had no concentration of risk regarding purchases as there was no single supplier who represented 10% or more of the Company’s total purchases.

The following table sets forth a summary of single supplier who represent 10% or more of the Company’s total accounts payable:

	As of December 31,
	2019		2020
		HKD’000		HKD’000
Amount of the Company’s accounts payable
Supplier A		806		N/A*

* Accounts payable due to the relevant supplier was less than 10% of the Company’s total accounts payable as of December 31, 2020.

F-21

Credit Risk

Credit risk is the potential financial loss to the Company resulting from the failure of a customer or a counterparty to settle its financial and contractual obligations to the Company, as and when they fall due. As the Company does not hold any collateral, the maximum exposure to credit risk is the carrying amounts of trade and other receivables (exclude prepayments) and cash and bank deposits presented on the consolidated statements of financial position. The Company has no other financial assets which carry significant exposure to credit risk.

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 60 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

18. COMMITMENTS AND CONTINGENCIES

Contingencies

In the ordinary course of business, the Company may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable. In the opinion of management, there were no pending or threatened claims and litigation as of December 31, 2020 and through the issuance date of these consolidated financial statements.

19. SUBSEQUENT EVENTS

The Company has assessed all events from December 31, 2020, up through December 31, 2021, which is the date that these consolidated financial statements are available to be issued, unless as disclosed below, there are not any material subsequent events that require disclosure in these consolidated financial statements other than events detailed below.

F-22

Report of Independent Registered Public Accounting Firm

To:	The Board of Directors and Stockholders of
	Healthy Green Group Holding Limited

Results of Review of Interim Financial Information

We have reviewed the condensed consolidated balance sheet of Healthy Green Group Holding Limited (the “Company”) as of October 31, 2021, and the related condensed consolidated statements of income and comprehensive income, statements of changes in shareholders’ equity, and statements of cash flows for the ten-month periods ended October 31, 2021 and 2020 and the related notes (collectively referred to as the interim financial statements). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, and the related statements of income and comprehensive income, changes in shareholders’ equity and cash flows for the year then ended (not presented herein); and in our report dated April 22, 2022, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2020, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived.

Basis for Review Results

These interim financial statements are the responsibility of the Company’s management. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.

Accordingly, we do not express such an opinion. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 

/s/ JP Centurion & Partners PLT

We have served as the Company’s auditor since January 2022.

JP Centurion & Partners PLT (PCAOB: 6723)

Kuala Lumpur, Malaysia

April 26, 2022

F-23

HEALTHY GREEN GROUP HOLDING LIMITED AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amount in thousands, except for share and per share data, or otherwise noted)

	December 31,		October 31,		October 31,
	2020		2021		2021
	HKD’000		HKD’000		US$’000
					(Note)
Assets
Current assets:
Cash and cash equivalents		26,683		1,985		255
Accounts receivable, net		8,873		10,075		1,292
Inventories		16,372		11,382		1,460
Prepaid expenses and other current assets, net		4,909		7,359		943
Due from related parties		27,169		63,065		8,087
Total current assets		84,006		93,866		12,037
Property, plant and equipment, net		3,019		3,580		459
Right-of-use assets		25,216		25,615		3,284
Intangible assets		498		415		53
Lease and other deposits		5,925		6,197		795
Deferred tax assets		985		985		126
Total non-current assets		35,643		36,792		4,717
TOTAL ASSETS		119,649		130,658		16,754
Liabilities
Current liabilities:
Bank overdraft and loans – current		29,519		38,941		4,993
Lease liabilities - current		12,353		13,583		1,742
Accounts payable, accruals, and other current liabilities		17,599		15,361		1,969
Contract liabilities		9,327		5,159		661
Provision for reinstatement costs		782		1,512		194
Due to related parties		220		220		28
Income taxes payable		1,465		3,517		451
Total current liabilities		71,265		78,293		10,038
Non-current liabilities
Bank loans – non-current		2,745		2,144		275
Provision for reinstatement costs		1,563		833		107
Provision for termination benefits		714		714		91
Lease liabilities – non-current		12,713		11,972		1,535
Deferred tax liabilities		33		33		4
Total non-current liabilities		17,768		15,696		2,012
TOTAL LIABILITIES		89,033		93,989		12,050
Commitments and contingencies		-		-		-
Shareholders’ equity
Ordinary shares HKD0.01 par value per share; 380,000 authorized as of December 31, 2020 and October 31 2021; 10,000 shares issued and outstanding		0		0		0
Retained earnings		30,616		36,669		4,704
Total shareholders’ equity		30,616		36,669		4,704
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		119,649		130,658		16,754

The accompanying notes are an integral part of these consolidated financial statements.

F-24

HEALTHY GREEN GROUP HOLDING LIMITED AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Amount in thousands, except for share and per share data, or otherwise noted)

	For the 10 months ended October 31,
	2020			2021			2021
		HKD’000			HKD’000			US$’000
								(Note)
Revenues		146,181			137,378			17,615
Cost of sales		(75,832	)		(68,614	)		(8,798	)
Gross profit		70,349			68,764			8,817
Operating expenses:
Selling and marketing expenses		(40,283	)		(43,278	)		(5,549	)
General and administrative expenses		(19,098	)		(16,516	)		(2,118	)
Total operating expenses		(59,381	)		(59,794	)		(7,667	)
Income from operations		10,968			8,970			1,150
Other income (loss):
Other income		8,571			742			98
Interest expense		(936	)		(793	)		(102	)
Other gains (losses), net		(1,592	)		(1,388	)		(177	)
Total other income (loss)		6,043			(1,439	)		(181	)
Income before tax expense		17,011			7,531			969
Income tax expense		(1,511	)		(1,478	)		(190	)
Net income		15,500			6,053			779
Other comprehensive income
Foreign currency translation gain/ (loss), net of taxes		-			-			-
Total comprehensive income		15,500			6,053			779
Net income per share attributable to ordinary shareholders
Basic and diluted		1,550			605			78
Weighted average number of ordinary shares used in computing net income per share
Basic and diluted		10,000			10,000			10,000

The accompanying notes are an integral part of these consolidated financial statements.

F-25

HEALTHY GREEN GROUP HOLDING LIMITED AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Amount in thousands, except for share and per share data, or otherwise noted)

	Ordinary shares						Total
	Number of				Retained		Stockholders’
	Shares		Amount		Earnings		Equity
				HKD’000		HKD’000		HKD’000
Balance as of January 1, 2020		10,000		0		18,189		18,189
Net income		-		-		15,500		15,500
Balance as of October 31, 2020		10,000		0		33,689		33,689
Balance as of January 1, 2021						30,616		30,616
Net income		-		-		6,053		6,053
Balance as of October 31, 2021		10,000		0		36,669		36,669

The accompanying notes are an integral part of these consolidated financial statements.

F-26

HEALTHY GREEN GROUP HOLDING LIMITED AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amount in thousands, except for share and per share data, or otherwise noted)

	For the 10 months ended October 31,
	2020			2021			2021
		HKD’000			HKD’000			US$’000
								(Note)
Operating activities
Net income		15,500			6,053			779
Adjustment:
Depreciation and amortization		1,196			1,180			151
Loss on disposal of property, plant and equipment		191			184			23
Change in inventories		(842	)		4,990			639
Change in accounts receivable, prepaid expenses and other current assets		(6,996	)		(1,019	)		(131	)
Change in accounts payable, accruals, and other current liabilities		(2,313	)		(6,406	)		(821	)
Change in other operating assets and liabilities		2,440			(840	)		(108	)
Cash provided by operating activities		9,176			4,142			532
Investing activities
Purchase of property, plant and equipment		(953	)		(1,765	)		(226	)
Cash used in investing activities		(953	)		(1,765	)		(226	)
Financing activities
Proceeds from new bank loans		41,828			60,425			7,747
Repayment of bank loans		(38,252	)		(53,859	)		(6,906	)
Change in bank overdraft		(1,086	)		2,255			289
Advances from (repayment to) related parties		(3,010	)		(35,896	)		(4,602	)
Cash used in financing activities		(520	)		(27,075	)		(3,472	)
Net increase in cash and cash equivalents		7,703			(24,698	)		(3,166	)
Cash and cash equivalents as of beginning of the year		16,423			26,683			3,421
Cash and cash equivalents as of the end of the year		24,126			1,985			255
Supplementary Cash Flows Information
Cash paid for interest		936			793			102
Cash (refunded) paid for taxes		(1,109	)		2,029			260

The accompanying notes are an integral part of these consolidated financial statements.

F-27

HEALTHY GREEN GROUP HOLDING LIMITED AND ITS SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

Healthy Green Group Holding Limited (the “Company”) was incorporated in the Cayman Islands on December 24, 2018 under the Companies Act as an exempted company with limited liability. The Company conducts its primary operations of the marketing and sales of natural and organic foods in Hong Kong through its indirectly held wholly owned subsidiaries that are incorporated and domiciled in Hong Kong, namely: 1.) Organic Garden International Limited (“Organic Garden”) which is principally engaged in the wholesale and trading segment, 2.) Greendotdot.com Limited (“GDD Hong Kong”) which is principally engaged in the retail segment, and 3.) Linden Tree Consultancy Limited (“Linden Tree”) which principally serves as the trademark holding company. The Company holds Organic Garden, GDD Hong Kong and Linden Tree via two wholly owned subsidiaries, namely OG Wholesales Holding Limited (“OG Wholesales”) and GDD Retail Holding Limited (“GDD Retail”), both of which were incorporated and are domiciled in the British Virgin Islands.

Details of the Company and its subsidiaries (together the “Company” or the “Group”) are set out in the table as follows:

		Percentage of effective ownership
Name	Date of incorporation	2019	2020	Place of incorporation	Principal activities
Healthy Green Group Holding Limited	December 24, 2018	N/A	N/A	Cayman Islands	Investment holding
OG Wholesales Holding Limited	December 20, 2018	100%	100%	The British Virgin Islands	Investment holding
GDD Retail Holding Limited	December 20, 2018	100%	100%	The British Virgin Islands	Investment holding
Organic Gardens International Limited	March 3, 1999	100%	100%	Hong Kong	Wholesale and trading of natural and organic foods and the operation of food factory and warehouse
Greendotdot.com Limited	April 14, 2000	100%	100%	Hong Kong	Retail (through retail outlets and online) of natural and organic foods
Linden Tree Consultancy Limited	May 20, 2013	100%	100%	Hong Kong	Trademark holding

Reorganization

Pursuant to a group reorganization (“Group Reorganization”) that took place on January 31, 2019 (“Closing Date”), the former shareholders of OG Wholesales and GDD Retail, namely WKW Investment Limited (“WKW Investment”, a company incorporated in the British Virgin Islands) and CFT Investment Holding Limited (“CFT Investment”), transferred all the shares of, inter alia, OG Wholesales and GDD Retail to the Company in consideration of the Company allotting and issuing 8,063 and 1,927 Shares to WKW Investment and CFT Investment respectively credited as fully paid. Following such share exchanges, GDD Retail, OG Wholesales, Organic Gardens, GDD Hong Kong and Linden Tree became the Company’s wholly-owned subsidiaries, whereas WKW Investment and CFT Investment became the controlling shareholders of the Company holding 80.63% and 19.27% of the issued share capital of the Company respectively.

The Group Reorganization has been accounted for as a reverse acquisition whereby OG Wholesales and GDD Retail are deemed to be the accounting acquirers (legal acquirees) and the Company to be the accounting acquiree (legal acquirer). The financial statements before the Group Reorganization are those of GDD Retail, OG Wholesales, Organic Gardens, GDD Hong Kong and Linden Tree on a combined basis with the results of the Company being consolidated from the Closing Date. The equity section and earnings per share of the Company have been retroactively restated to reflect the reverse acquisition and no goodwill has been recorded.

The accompanying financial statements are presented assuming that the existing group structure was an existence at the beginning of the first period presented.

F-28

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the regulations of the Securities and Exchange Commission (“SEC”).

Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company transactions, if any, and balances due to, due from, long-term investment subsidiary, and registered paid in capital have been eliminated upon consolidation.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to allowance for uncollectible accounts receivable, inventory valuation, useful lives and impairment for plant property and equipment, valuation allowance for deferred tax assets, fair value of financial instruments, warranty liabilities, and contingencies. Actual results could vary from the estimates and assumptions that were used.

Risks and uncertainties

The main operations of the Company are located in Hong Kong. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in Hong Kong, as well as by the general state of the economy in Hong Kong. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in Hong Kong. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, such experience may not be indicative of future results.

The Company’s business, financial condition and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could significantly disrupt the Company’s operations.

As an infectious disease, the outbreak of COVID-19 (the “Outbreak”) was first reported in late December 2019 and has since spread to various countries all over the world. On 11 March 2020, the World Health Organization announced that COVID-19 be characterized as a pandemic based on its assessment and the government in different countries have taken drastic measures to curb the spread of the Outbreak. The Outbreak has not only endangered the health of citizens but has also disrupted the business operations of various enterprises. While the Company’s business operations are primarily based in Hong Kong and the Company’s customers are located in Hong Kong, there was no significant impact on the Company’s business in 2019 and 2020 given that all of the retail stores and consignees remained open with normal opening hours since the Outbreak.

Following the Outbreak, a series of precautionary and control measures have been and will continue to be implemented in Hong Kong. The directors of the Company will keep continuous attention on monitoring the development of the Outbreak. Based on the currently available information, the directors of the Company consider that the Outbreak would not have a material financial impact on the Group’s overall operation and sales performance.

Foreign currency translation and transaction and convenience translation

The accompanying consolidated financial statements are presented in the Hong Kong dollar (“HKD”), which is the reporting currency of the Company. HKD is also the functional currency of the Company’s operating subsidiaries Organic Garden, Greendotdot, and Linden Tree.

F-29

Assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. Translation gains and losses are recognized in the consolidated statements of operations and comprehensive loss as other comprehensive income or loss. Transactions in currencies other than the reporting currency are measured and recorded in the reporting currency at the exchange rate prevailing on the transaction date. The cumulative gain or loss from foreign currency transactions is reflected in the consolidated statements of income and comprehensive income as other income (other expenses).

The value of foreign currencies including the US Dollar may fluctuate against the Hong Kong Dollar. Any significant variations of the foreign currencies relative to the Hong Kong Dollar may materially affect the Company’s financial condition in terms of reporting in HKD.

Translations of the consolidated balance sheets, consolidated statements of comprehensive income and consolidated statements of cash flows from HKD into US$ as of and for the period ended October 31, 2021 are solely for the convenience of the reader and were calculated at the rate of US$0.12822 = HKD$1. No representation is made that the HKD amounts could have been, or could be, converted, realized or settled into US$ at that rate on October 31, 2021, or at any other rate.

Fair Value Measurement

Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability.

Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value:

● Level 1 applies to assets or liabilities for which there are quoted prices, in active markets for identical assets or liabilities.

● Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

● Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, bank loans and overdraft, leases, accounts payables and accruals, contract liabilities and due from and to related parties are financial assets and liabilities. Cash and cash equivalents, accounts receivables, prepaid expenses and other currents, accounts payables and accruals, and contract liabilities are subject to fair value measurement; however, because of their being short term in nature, management believes their carrying value approximate their fair value. The Company accounts for bank loans and leases at amortized cost and has elected NOT to account for them under the fair value hierarchy.

Related parties

The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, the Company’s demand deposit placed with financial institutions, which have original maturities of less than three months and unrestricted as to withdrawal and use.

F-30

Accounts Receivable, net

Accounts receivable, net are stated at the original amount less an allowance for expected credit loss on such receivables. The allowance for expected credit loss is estimated based upon the Company’s assessment of various factors including historical experience, the age of the accounts receivable balances, current general economic conditions, future expectations and customer specific quantitative and qualitative factors that may affect the Company’s customers’ ability to pay. An allowance is also made when there is objective evidence for the Company to reasonably estimate the amount of probable loss.

Inventories

Inventories, which consist of raw materials, packaging materials and finished goods for resale, are stated at the lower of cost and net realizable value. Cost is determined on a weighted average cost basis and includes all costs of purchase, costs of conversion, and other costs incurred in bringing the inventories to their present location and condition.

Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

When inventories are sold, the carrying amount of those inventories is recognized as an expense in the period in which the related revenue is recognized. The amount of any write-down of inventories to net realizable value and all losses of inventories are recognized as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories is recognized as a reduction in the amount of inventories recognized as an expense in the period in which the reversal occurs.

Property, plant and equipment, net

Property, plant and equipment are stated at cost less accumulated depreciation and impairment, if any, and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its intended use. Estimated useful lives are as follows:

Category	Estimated useful lives
Leasehold improvements	Over the shorter of the lease term and 5 years
Furniture and fixtures	5 years
Equipment	5 years

Expenditure for repair and maintenance costs, which do not materially extend the useful lives of the assets, are charged to expenses as incurred, whereas the expenditure for major renewals and betterment that substantially extends the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the consolidated statements of income.

Website Development Costs

The Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development Costs” (ASC 350-50). All costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage are accounted for in accordance with ASC 350-50 which requires the capitalization of certain costs that meet specific criteria, and costs incurred in the day to day operation of the website are expensed as incurred. The Company capitalizes external website development costs (“website costs”), which primarily include third-party costs related to acquiring domains and developing applications, as well as costs incurred to develop or acquire and customize code for web applications, costs to develop HTML web pages or develop templates and costs to create initial graphics for the website that included the design or layout of each page.

Through December 31, 2020, the capitalized costs of the Company’s websites placed into service were subject to straight-line amortization over a ten-year period.

F-31

Impairment of long-lived assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash flows. No impairment of long-lived assets was recognized as of December 31, 2020 and 2019.

Contract liabilities

A contract liability is recognized when the customer pays non-refundable consideration before the Company recognizes the related revenue. A contract liability would also be recognized if the Company has an unconditional right to receive nonrefundable considerations before the Company recognizes the related revenue. In such cases, a corresponding receivable would also be recognized.

Commitments and contingencies

In the normal course of business, the Company is subject to commitments and contingencies, including operating lease commitments, legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss will occur, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances of each matter.

Revenue recognition

In May 2014, the FASB issued Topic 606, “Revenue from Contracts with Customers”. This topic clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP. Simultaneously, this topic supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle of the guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The Company currently generates its revenue from the following main sources:

Sales of goods

The Company sells finished products to customers. Those sales predominantly contain a single performance obligation and revenue is recognized at a single point in time when ownership, risks and rewards transfer, being the point of time of which the goods are collected by customer at the retail stores or shipped to the customer’s specific location. A provision for payment discounts and product return allowances is recorded as a reduction of sales in the same period the revenue is recognized.

Membership reward points

The Company offers customer pricing allowances by operating a membership loyalty program where retail customers accumulate points for purchases made which entitle them to discount on future purchases. Revenue from the reward points is recognized when the points are redeemed or when they expire after the initial sale. The reward points expire in December in each calendar year.

Prepaid cash coupons (e.g., gift cards)

The Company sells prepaid cash coupons to customers for the exchange of finished products at the same price of the face value of each prepaid cash coupons. Bonus coupons are issued when the customers purchase the pre-determined number of prepaid cash coupons in bulk. A portion of the fair value of the consideration received is allocated to the bonus coupons. Payments received for the prepaid cash coupons are recorded as contract liability at the time of receipt.

Customers may not utilise all of their contractual rights within the pre-determined period. Such unutilised prepaid cash coupons are referred to as breakage. An expected breakage amount in contract liability is determined by historical experience and is recognised in the income statement in proportion to the pattern of utilization by the customers. Any contract liability outstanding at the expiry of the service period is fully recognised in the income statement.

F-32

Consignment service income

The Company earns the consignment service income by providing consignment service to the customers in the Company’s retail stores. Consignment service income is recognised at the pre-determined percentage when the goods are sold to ultimate customers.

Interest income

Interest income, on an accrual basis using the effective interest method by applying the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, when appropriate, to the net carrying amount of the financial asset.

Cost of sales

Cost of products sold is primarily comprised of direct materials and supplies consumed in the processing and packaging of product, as well as labor, depreciation expense and direct overhead expenses necessary to acquire and convert the purchased materials and supplies into finished products. Cost of products sold also includes the cost to distribute products to customers, inbound freight costs, warehousing and logistics costs and other shipping and handling activity.

Selling and marketing expenses

Selling expenses mainly consists of promotion and marketing expenses, amortization of right-of-use assets, depreciation, transportation expenses and staff costs.

Advertising

The Company conducts advertising for the promotion of its brand and products. In accordance with ASC 720-35, advertising costs, included in selling and marketing expenses when incurred, were HKD237 thousands and HKD311 thousands for the ten months ended October 31, 2021 and 2020, respectively.

General and administrative expenses

General and administrative expenses mainly consist of staff cost, amortization of right-of-use assets, office supplies and upkeep expenses, legal and professional fees, and other miscellaneous administrative expenses.

Leases

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lease assets and liabilities to be recorded on the balance sheet. The Company adopted this ASU and related amendments as of January 1, 2019 under the modified retrospective approach and elected to adopt the following lease policies in conjunction with the adoption of ASU 2016-02: (i) for leases that have lease terms of 12 months or less and do not include a purchase option that it is reasonably certain to exercise, the Company elected not to apply ASC 842 recognition requirements; and (ii) the Company elected to apply the package of practical expedients for existing arrangements entered into prior to January 1, 2019 to not reassess (a) whether an arrangement is or contains a lease, (b) the lease classification applied to existing leases, and (c) initial direct costs.

For any new or modified lease, the Company determines whether a contract is or contains a lease at the inception of the contract. The Company records right-of-use (“ROU”) assets and lease obligations for its finance and operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. Lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less. For a majority of all classes of underlying assets, the Company has elected to not separate lease from non-lease components. For leases in which the lease and non-lease components have been combined, the variable lease expense includes expenses such as common area maintenance, utilities, and repairs and maintenance.

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Income taxes

The Group accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.

The Company did not accrue any liability, interest or penalties related to uncertain tax positions in its provision for income taxes line of its consolidated statements of income for the years ended December 31, 2020 and 2019, respectively. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.

Earnings per share

Basic earnings per share is computed by dividing net earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares.

Recent accounting pronouncements

The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.

In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. In July 2018, ASU 2016-02 was updated with ASU 2018-11, Targeted Improvements to ASC Topic 842, which provides entities with relief from the costs of implementing certain aspects of the new leasing standard. Specifically, under the amendments in ASU 2018-11, (1) entities may elect not to recast the comparative periods presented when transitioning to ASC 842 and (2) lessors may elect not to separate lease and non-lease components when certain conditions are met. In November 2019, ASU 2019-10, Codification Improvements to ASC 842 modified the effective dates of all other entities. In June 2020, ASU 2020-05 defer the effective date for one year for entities in the “all other” category. For all other entities, the amendments in ASU 2020-05 are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application of the guidance continues to be permitted. The Company will adopt ASU 2016-02 from January 1, 2022. The Company is in the process of evaluating the effect of the adoption of this ASU.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses”, which will require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Subsequently, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, to clarify that receivables arising from operating leases are within the scope of lease accounting standards. Further, the FASB issued ASU No. 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11 and ASU 2020-02 to provide additional guidance on the credit losses standard.

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For all other entities, the amendments for ASU 2016-13 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. Adoption of the ASUs is on a modified retrospective basis. The Company will adopt ASU 2016-13 from January 1, 2023. The Company is in the process of evaluating the effect of the adoption of this ASU.

Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent standards that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.

3. ACCOUNTS RECEIVABLE, NET

Accounts receivable, net, consists of the following:

	December 31,			October 31,
	2020			2021
		HKD’000			HKD’000
Accounts receivable		9,976			11,178
Less: allowance for doubtful accounts		(1,103	)		(1,103	)
Accounts receivable, net		8,873			10,075

There was no movement in the allowance for doubtful accounts for the 10 months ended October 31, 2021.

As of the end of each of the financial period, the ageing analysis of accounts receivable, net of allowance for doubtful accounts, based on the invoice date is as follows:

	December 31,		October 31,
	2020		2021
	HKD’000		HKD’000
Within 30 days		4,211		3,577
Between 31 and 60 days		2,654		2,894
Between 61 and 90 days		989		2,027
More than 90 days		1,019		1,577
Balance at end of the year		8,873		10,075

4. INVENTORIES

	December 31,		October 31,
	2020		2021
		HKD’000		HKD’000
Finished goods		11,636		8,250
Packing materials		478		581
Raw materials		4,258		2,551
		16,372		11,382

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5. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consists of the following:

	December 31,		October 31,
	2020		2021
		HKD’000		HKD’000
Refundable deposits		3,748		3,778
Prepaid operating expenses		702		94
Prepaid income tax		-		2,603
Other receivables		459		884
		4,909		7,359

6. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net, consists of the following:

	December 31,			October 31,
	2020			2021
		HKD’000			HKD’000
Leasehold improvements		8,311			9,116
Fixture and fitting		2,592			2,639
Equipment		3,960			4,384
Sub-total		14,863			16,139
Less: accumulated depreciation		(11,844	)		(12,559	)
Property, plant and equipment, net		3,019			3,580

Depreciation expense was approximately HKD1,020 thousands and HKD1,014 thousands for the 10 months ended October 31, 2021 and 2020, respectively.

7. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

The Company leases retail locations, food factory, warehouse, office space and motor vehicles for varying periods in Hong Kong. As the majority of the leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s lease agreements do not contain any material guarantees or restrictive covenants. The Company does not have any material finance leases or any sublease activities. Short-term leases, defined as leases with initial term of 12 months or less, are not reflected on the Consolidated Balance Sheets. Lease expenses for such short-term leases is not material. The most significant assets in the Company’s leasing portfolio relate to real estate. For purposes of calculating lease liabilities for such leases, the Company have combined lease and non-lease components.

The Company’s rights-of-use assets and lease liabilities recognized in the Consolidated Balances Sheets consist of the following:

	December 31,			October 31,
	2020			2021
		HKD’000			HKD’000
Operating lease rights-of-use assets		25,066			25,555
Finance lease rights-of-use assets:
Cost		594			329
Less: accumulated amortization		(444	)		(269	)
		150			60
Total right-of-use assets		25,216			25,615
Lease liabilities:
Current portion		12,353			13,583
Non-current portion		12,713			11,972
Total		25,066			25,555

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The Company’s lease costs recognized in the Consolidated Statement of Income consist of the following:

	For the 10 months ended October 31,
	2020		2021
		HKD’000		HKD’000
Operating lease cost		10,673		13,994
Finance lease cost:
Amortization of right-of-use assets		99		77
Interest on lease obligations		-		-
Variable lease cost (1)		364		369

⁽¹⁾ primarily consisting of costs for utilities, common area maintenance, property rates and taxes and other operating costs associated with operating leases that are not included in the lease liability and are recognized in the period in which they are incurred.

Other information about the Company’s operating leases is as follows:

	As of October 31,
	2021
Operating leases:
Weighted average remaining lease term		18 months
Weighted average discount rate		4.80	%

The maturity analysis of the Company’s operating lease obligations as of October 31, 2021 is as follows:

	Operating leases
	HKD’000
Year ending December 31,
Remainder of 2021	2,747
2022	13,637
2023	8,902
2024 and thereafter	1,553
Total undiscounted lease obligations	26,839
Less: imputed interest	(1,284	)
Lease liabilities recognized in the Consolidated Balance Sheet	25,555

Supplemental information and maturity analysis of the Company’s finance lease which was immaterial are not disclosed.

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8. INTANGIBLE ASSETS

	December 31,			October 31,
	2020			2021
		HKD’000			HKD’000
Website development costs
Cost		995			995
Less: accumulated amortization		(497	)		(580	)
Net carrying amount		498			415

Amortization expense was HKD83 thousands and HKD83 thousands for the 10 months ended October 31, 2020 and 2021, respectively.

The estimated aggregate amortization expense for each of the five succeeding fiscal years is as follows:

	HKD’000
Year ending December 31,
Remainder of 2021	17
2022	100
2023	100
2024	100
2025	100

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9. BANK LOANS AND OVERDRAFT

The Company’s bank loans and overdraft, which are all denominated in HKD, consist of:

	As of December 31, 2020					As of October 31, 2021
	Maturity dates	Interest rate	Amount HKD’000			Maturity dates	Interest rate	Amount HKD’000
Floating rate:
Bank overdraft – secured		HIBOR + 1.8%		4,231			HIBOR + 1.8%		6,486
Revolving loans – secured	2021	HIBOR + 3.25%		7,000		2021	HIBOR + 3.25%		-
Trade finance loans – secured	2021	HIBOR + 1.8 to 2.75%		17,530		2021	HIBOR + 1.8 to 2.75%		15,686
Current portion of term loans				758					16,769
Total				29,519					38,941
Long-term debt:
Term loans	2022 to 2028	HIBOR + 3.0 to 3.25%		3,503		2022 to 2028	HIBOR + 3.0 to 3.25%		18,913
Current portion of term loans				(758	)				(16,769	)
Total				2,745					2,144

Annual maturities of the Company’s long-term debt which comprise the term loans during the next five years following October 31, 2021 and thereafter are as follows:

	Annual maturities
	HKD’000
Within 1 year	16,769
In the second year	1,102
In the third year	205
In the fourth year	205
In the fifth year	205
Thereafter	427
	18,913

As of October 31, 2021, the Company had available bank credit facilities (“General Facilities”), which consisted of overdraft, term loans, revolving loans and invoice financing facilities for an aggregate amount of approximately HKD56,400 thousands, of which approximately HKD15,315 thousands was undrawn. Collateral for these General Facilities includes (i) unlimited joint or personal guarantee by Mr. Wong Ka Wo, Simon and Ms. Cheuk Fung Ting, who are directors of the Company; (ii) unlimited corporate guarantee or corporate guarantee for HKD22,000 thousands by GDD Hong Kong; and (iii) legal charge over properties beneficially owned by Mr. Wong Ka Wo, Simon and/or Ms. Cheuk Fung Ting. There are no significant restrictive covenants imposed by the Company’s bank credit facilities.

10. Accounts payable, accruals, and other current liabilities

Account payable, accruals and other current liabilities consists of the following:

	December 31,		October 31,
	2020		2021
		HKD’000		HKD’000
Trade payables		8,951		6,683
Other payables		1,679		784
Accrued expenses		6,939		7,864
Others		30		30
		17,599		15,361

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11. CONTRACT LIABILITIES

Contract liabilities relate to the non-refundable advance consideration received from customers consisting of membership reward points and prepaid cash coupons as follows:

	December 31,		October 31,
	2020		2021
		HKD’000		HKD’000
Prepaid cash coupons		9,327		5,159
Membership reward points		-		-
		9,327		5,159

Movements in the Company’s contract liabilities for the 10 months ended October 31, 2021 are as follows:

	HKD’000
At January 1, 2021	9,327
Increase in contract liabilities as a result of:
Sales of prepaid cash coupons	28,711
Revenue recognized upon redemption of membership reward points	100
Decrease in contract liabilities as a result of recognizing revenue upon:
Redemption of products by prepaid cash coupons	(32,979	)
At October 31, 2021	5,159

As membership reward points expire in December in each calendar year, none of the revenue recognized during the years ended December 31, 2019 and 2020 related to the contract liabilities at the beginning of each of the years.

The remaining performance obligations of the Company’s unsatisfied contracts with customers as of December 31, 2020 and October 31, 2021 are not disclosed as all related contracts have a duration of one year or less.

12. PROVISION FOR REINSTATEMENT COSTS

	December 31,		October 31,
	2020		2021
		HKD’000		HKD’000
Current portion		782		1,512
Non-current portion		1,563		833
		2,345		2,345

There was no movement in the Company’s provision for reinstatement costs for the 10 months ended October 31, 2021.

13. DEFERRED TAX ASSETS / LIABILITIES

	December 31,			October 31,
	2020			2021
		HKD’000			HKD’000
Deferred tax assets		985			985
Deferred tax liabilities		(33	)		(33	)
		952			952

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The significant components of the Company’s deferred tax assets and liabilities are as follows:

	December 31,			October 31,
	2020			2021
		HKD’000			HKD’000
Deferred tax assets:
Property, plant and equipment		985			985
Less: valuation allowance		-			-
Deferred tax assets, net of valuation allowance		985			985
Deferred tax liabilities:
Property, plant and equipment		(33	)		(33	)
Total deferred tax liabilities		(33	)		(33	)
Net deferred tax		952			952

As of December 31, 2020 and October 31, 2021, the Company had no unrecognized tax benefit.

14. REVENUE AND SEGMENT INFORMATION

The Company primarily generates its revenue from the sales of natural and organic foods to customers. Other sources of revenue include consignment service income, government subsidies and others.

	For the 10 months ended October 31,
	2020		2021
		HKD’000		HKD’000
Revenue from contracts with customers		146,181		137,378
Other revenue:
Consignment service income		544		440
Government subsidies		6,861		-
Forfeited prepaid cash coupon		891		-
Others		275		302
		8,571		742

Government subsidies for the ten months ended October 31, 2020 represented assistance from Hong Kong government as relief measures against Covid-19 and consisted of: (1) one-off unconditional grants of HKD1,840 thousands; and (2) grants of HKD5,021 thousands conditional upon the Company undertaking to not implement redundancies of employees during the subsidy period and to spend all the subsidies on paying wages to employees. The Company fulfilled its undertaking as of October 31, 2020.

The Company follows FASB ASC Topic 280, Segment Reporting, which requires that companies disclose segment data based on how management makes decision about allocating resources to segments and evaluating their performance. Reportable operating segments include components of an entity about which separate financial information is available and which operating results are regularly reviewed by the chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess each operating segment’s performance. The Company has primarily engaged in the sales and marketing of natural and organic foods. Much of the information provided in these consolidated financial statements is similar to, or the same as, that reviewed on a regular basis by the Company’s COMD. As a result, the Company operates and manages its business as a single operating segment.

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Disaggregation of revenue from contracts with customers

The Company has established various sales channels for its products, comprising (i) retail sales to consumers via retail stores, online sales platforms and exhibitions; (ii) consignment sales to consumers through supermarkets and department stores; and (iii) wholesales to bulk-purchase customers. The following tables set out the analysis of the Company’s net revenue from external customers disaggregated by sales channels:

	For the 10 months ended October 31,
	2020		2021
		HKD’000		HKD’000
Sales of goods recognized at a point in time:
Retail		88,458		87,630
Consignment		42,857		37,436
Wholesales		14,866		12,312
		146,181		137,378

During the ten months ended December 31, 2010 and 2021 respectively, the Company derived all of its revenue from delivering products to customers located in Hong Kong.

15. INCOME TAX EXPENSES

Caymans and BVIs

The Company and its subsidiaries, OG Wholesales and GDD Retail are domiciled in the Cayman Islands and the British Virgin Islands, respectively. Both localities currently enjoy permanent income tax holidays; accordingly, the Company, OG Wholesales and GDD Retail do not accrue for income taxes.

Hong Kong

Under the Inland Revenue Ordinance of Hong Kong, only assessable profits arising in or derived from Hong Kong are chargeable to Hong Kong profits tax, whereas the residence of a taxpayer is not relevant. Therefore, the Company’s operating subsidiaries, namely Organic Gardens, GDD Hong Kong and Linden Tree, are generally subject to Hong Kong income tax on its taxable profits arising in and derived from the trade or businesses carried out by them in Hong Kong.

On 21 March 2018, the Hong Kong Legislative Council passed The Inland Revenue (Amendment) (No. 7) Bill 2017 (the “Bill”) which introduces the two-tiered profits tax rates regime. The Bill was signed into law on 28 March 2018 and as gazetted on the following day. Under the two-tiered profits tax rates regime, the first HK$2,000,000 of assessable profits of the qualifying group entity will be taxed at 8.25%, and assessable profits above HK$2,000,000 will be taxed at 16.5%. The assessable profits of corporations not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%. Accordingly, during the years ended December 31, 2019 and 2020, the Hong Kong profits tax is calculated at 8.25% on the first HKD2,000,000 of the estimated assessable profits and at 16.5% on the estimated assessable profits above HK$2,000,000.

The income tax provision consists of the following components:

	For the 10 months ended October 31,
	2020			2021
		HKD’000			HKD’000
Current tax:
Current year		2,036			1,242
(Over) under-provision in prior years		(389	)		236
Tax reduction allowed by Hong Kong government		(10	)		-
Deferred tax		(126	)		-
		1,511			1,478

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A reconciliation of the provision for income taxes determined at the Hong Kong statutory income tax rate to the Company’s effective income tax rate is as follows:

	For the 10 months ended October 31,
	2020			2021
		HKD’000			HKD’000
Income before tax expense		17,011			7,531
Tax at Hong Kong statutory tax rate of 16.5%		2,807			1,243
Reconciling items:
Tax effect of Hong Kong concessionary rate		-			-
Tax effect of non-deductible expenses		304			69
Tax effect of non-taxable income		(1,132	)		-
Tax reduction allowed by Hong Kong government		(10	)		-
Tax effect of temporary differences previously not recognized		395			(290	)
Tax effect of lease liabilities		(464	)		220
(Over) under-provision in prior years		(389	)		236
Income tax expense		1,511			1,478

16. RELATED PARTY TRANSACTIONS

Amounts due from / to related parties are unsecured, non-interest bearing and repayable on demand. These balances are non-trade in nature.

In addition, the Company had the following transactions with related parties:

	For the 10 months ended October 31,
	2020		2021
		HKD’000		HKD’000
Operating lease cost paid to a related company		305		305

The related companies are beneficially owned by Mr. Wong Ka Wo, Simon and Ms. Cheuk Fung Ting, directors of the Company.

17. CONCENTRATIONS AND RISKS

Concentrations

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of accounts receivable. The Company conducts credit evaluations of its customers, and generally does not require collateral or other security from them. The Company evaluates its collection experience and long outstanding balances to determine the need for an allowance for doubtful accounts. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.

During the 10 months ended October 31, 2020 and 2021 respectively, the Company had no concentration of risk regarding revenue as there was no single customer who represented 10% or more of the Company’s total revenue.

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The following table sets forth a summary of individual customers who represent 10% or more of the Company’s total accounts receivable:

	October 31,		October 31,
	2020		2021
		HKD’000		HKD’000
Amount of the Company’s accounts receivable
Customer A		2,388		2,573
Customer B		2,303		1,011

During the 10 months ended October 31, 2020 and 2021 respectively, the Company had no concentration of risk regarding purchases as there was no single supplier who represented 10% or more of the Company’s total purchases.

The following table sets forth a summary of single supplier who represent 10% or more of the Company’s total accounts payable:

	October 31,		October 31,
	2020		2021
		HKD’000		HKD’000
Amount of the Company’s accounts payable
Supplier A		N/A*		207

* Accounts payable due to the relevant supplier was less than 10% of the Company’s total accounts payable as of October 31, 2020.

Credit Risk

Credit risk is the potential financial loss to the Company resulting from the failure of a customer or a counterparty to settle its financial and contractual obligations to the Company, as and when they fall due. As the Company does not hold any collateral, the maximum exposure to credit risk is the carrying amounts of trade and other receivables (exclude prepayments) and cash and bank deposits presented on the consolidated statements of financial position. The Company has no other financial assets which carry significant exposure to credit risk.

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

Typically, the Company ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 60 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

18. COMMITMENTS AND CONTINGENCIES

Contingencies

In the ordinary course of business, the Company may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable. In the opinion of management, there were no pending or threatened claims and litigation as of December 31, 2020 and through the issuance date of these consolidated financial statements.

19. SUBSEQUENT EVENTS

The Company has assessed all events from October 31, 2021, up through the date that these consolidated financial statements are available to be issued, unless as disclosed below, there are not any material subsequent events that require disclosure in these consolidated financial statements other than events detailed below.

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[Logo]

Healthy Green Group Holding Limited

PRELIMINARY PROSPECTUS

Through and including [_____________], 2022 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

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

Subject to Completion, dated [●], 2022

PRELIMINARY PROSPECTUS

Healthy Green Group Holding Limited

881,250 Ordinary Shares

This prospectus relates to the resale of 881,250 Ordinary Shares held by the Pre-IPO Investors named in this prospectus. We will not receive any of the proceeds from the sale of Ordinary Shares by the Pre-IPO Investors named in this prospectus.

Any shares sold by the Pre-IPO Investors until our Ordinary Shares are listed or quoted on an established public trading market will take place at $[•], which is the public offering price of the Ordinary Shares we are selling in our initial public offering. Thereafter, any sales will occur at prevailing market prices or in privately negotiated prices. The distribution of securities offered hereby may be effected in one or more transactions that may take place in ordinary brokers’ transactions, privately negotiated transactions or through sales to one or more dealers for resale of such securities as principals. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the Pre-IPO Investors. No sales of the shares covered by this prospectus shall occur until the Ordinary Shares sold in our initial public offering begin trading on Nasdaq.

On ___________, 2022, a registration statement under the Securities Act with respect to our initial public offering of Ordinary Shares was declared effective by the Securities and Exchange Commission. We received approximately $[•] million in net proceeds from the offering after payment of underwriting discounts and commissions and estimated expenses of the offering.

Concurrent with our initial public offering, our Ordinary Shares were listed on the Nasdaq Capital Market under the symbol “[•].”

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and we have elected to comply with certain reduced public company reporting requirements.

An investment in our Ordinary Shares involves significant risks. You should carefully consider the risk factors beginning on page 19 of this prospectus before you make your decision to invest in our Ordinary Shares.

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

The date of this prospectus is _______, 2022

THE OFFERING

Ordinary Shares being offered	881,250 Ordinary Shares
Ordinary Shares outstanding after this offering	[●] Ordinary Shares, assuming the issuance by us of [•] Ordinary Shares pursuant to the Public Offering Prospectus filed contemporaneously herewith.
Use of proceeds	We will not receive any proceeds from the sale of Ordinary Shares held by the Pre-IPO Investor selling shareholders being registered in this prospectus.
Proposed Nasdaq Symbol	[●]
Risk factors	An investment in our securities involves a high degree of risk. See “Risk Factors” beginning on page 19 of this prospectus and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our Ordinary Shares.

USE OF PROCEEDS

The Pre-IPO Investors will receive all of the proceeds from any sales of the Ordinary Shares offered hereby. However, we will incur expenses in connection with the registration of our Ordinary Shares offered hereby.

THE PRE-IPO INVESTORS

The Ordinary Shares being offered by the Pre-IPO Investors were acquired by them on in May 2021 and December 2021, respectively, from WKW Investment Limited and CFT Investment Holding Limited for cash. We are registering those Ordinary Shares in order to permit the Pre-IPO Investors to offer the shares for resale from time to time.

This prospectus covers the offering for resale of 881,250 Ordinary Shares by the Pre-IPO Investors. This prospectus and any prospectus supplement will only permit the Pre-IPO Investors to sell the number of Ordinary Shares identified in the column “Number of Ordinary Shares to be Sold.” The Ordinary Shares issued to the Pre-IPO Investors are “restricted” securities under applicable U.S. federal and state securities laws and are being registered to provide the Pre-IPO Investors the opportunity to sell those Ordinary Shares.

The following table sets forth the name of the Pre-IPO Investors who are offering the Ordinary Shares for resale by this prospectus, the number and percentage of Ordinary Shares beneficially owned by such Pre-IPO Investor, the number of Ordinary Shares that may be offered for resale by this prospectus and the number and percentage of Ordinary Shares such Pre-IPO Investor will own after the offering. The information appearing in the table below is based on information provided by or on behalf of the named Pre-IPO Investor. We will not receive any proceeds from the resale of the Ordinary Shares by the Pre-IPO Investors. The Pre-IPO Investors may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

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Name of Pre-IPO Investor Selling Shareholder	Ordinary Shares Beneficially Owned Prior to Offering		Percentage Ownership Prior to Offering(2)			Number of Ordinary Shares to be Sold		Number of Ordinary Shares Owned After Offering(3)	Percentage Ownership After Offering(3)
Unicorn Strategies Management Limited(1)		450,000		4.8	%		[●]	[●]		[●]	%
Mr. Cui Qing		431,250		4.6	%		[●]	[●]		[●]	%

⁽¹⁾ The person having voting, dispositive or investment powers over Unicorn Strategies Management Limited is Mr. Tang Wai Ho Harry. The registered address for Unicorn Strategies Management Limited is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. Unicorn Strategies Management Limited is not an affiliate of the Company.

⁽²⁾ Based on 12,500,000 Ordinary Shares issued and outstanding prior to completion of the Company’s initial public offering.

⁽³⁾ Since we do not have the ability to control how many, if any, of their shares each of the Pre-IPO Investors will sell, we have assumed that the Pre-IPO Investors will sell all of the shares offered herein for purposes of determining how many shares they will own after the offering and their percentage of ownership following the offering.

PLAN OF DISTRIBUTION

The Pre-IPO Investors and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their Ordinary Shares covered hereby on Nasdaq or any other stock exchange, market or trading facility on which the Ordinary Shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Pre-IPO Investor may use any one or more of the following methods when selling its Ordinary Shares:

● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

● block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

● purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

● an exchange distribution in accordance with the rules of the applicable exchange;

● privately negotiated transactions;

● settlement of short sales;

● in transactions through broker-dealers that agree with the Pre-IPO Investor to sell a specified number of such securities at a stipulated price per security;

● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

● a combination of any such methods of sale; or

● any other method permitted pursuant to applicable law.

The Pre-IPO Investors may also sell their Ordinary Shares under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

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Broker-dealers engaged by a Pre-IPO Investor may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Pre-IPO Investor (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

In connection with the sale of the Ordinary Shares or interests therein, the Pre-IPO Investors may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Ordinary Shares in the course of hedging the positions they assume. The Pre-IPO Investors may also sell Ordinary Shares short and deliver these shares to close out their short positions, or loan or pledge the shares to broker-dealers that in turn may sell these shares. The Pre-IPO Investors may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of Ordinary Shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Pre-IPO Investors and any broker-dealers or agents that are involved in selling the Ordinary Shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the Ordinary Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Pre-IPO Investors have informed the Company that they do not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Ordinary Shares.

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the Ordinary Shares.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the Ordinary Shares may be resold by the Pre-IPO Investors without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect; or (ii) all of the Ordinary Shares held by the Pre-IPO Investors have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The Ordinary Shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the Ordinary Shares covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the Ordinary Shares may not simultaneously engage in market making activities with respect to the Ordinary Shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Pre-IPO Investors will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Ordinary Shares by the Pre-IPO Investors or any other person. We will make copies of this prospectus available to the Pre-IPO Investors and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

Lock-up

Unicorn has agreed not to sell its Ordinary Shares for a period of 90 days after the date of this prospectus (the “Unicorn Lock-up Period”) except as follows:

● Unicorn may sell 20% of its Ordinary Shares if the closing price of the shares on Nasdaq equals or exceeds 125% of the offering price per share in the initial public offering.

● Unicorn may sell an additional 25% of its Ordinary Shares if (a) the closing price of the shares on Nasdaq on each of 3 consecutive trading days equals or exceeds 150% of the offering price per share in the initial public offering, and (b) the average daily trading volume on Nasdaq over such 3 consecutive trading days equals or exceeds 50,000 shares (subject to adjustment for reverse and forward stock splits and similar transactions).

● Unicorn may sell an additional 25% of its Ordinary Shares if (a) the closing price of the shares on Nasdaq on each of 3 consecutive trading days equals or exceeds 175% of the offering price per share in the initial public offering, and (b) the average daily trading volume on Nasdaq over such 3 consecutive trading days equals or exceeds 100,000 shares (subject to adjustment for reverse and forward stock splits and similar transactions).

● Unicorn may sell an additional 30% of its Ordinary Shares if (a) the closing price of the shares on Nasdaq on each of 3 consecutive trading days equals or exceeds 200% of the offering price per share in the initial public offering, and (b) the average daily trading volume on Nasdaq over such 3 consecutive trading days equals or exceeds 100,000 shares (subject to adjustment for reverse and forward stock splits and similar transactions).

After the Unicorn Lock-up Period, all the Ordinary Shares registered and held by Unicorn may be freely sold in accordance with this prospectus.

Mr. Cui has agreed not to sell his Ordinary Shares for a period of 90 days after the date of this prospectus (the “Cui Lock-up Period”) except as follows:

● Mr. Cui may sell 30% of his Ordinary Shares if the closing price of the shares on Nasdaq equals or exceeds 125% of the offering price per share in the initial public offering.

● Mr. Cui may sell an additional 30% of his Ordinary Shares if (a) the closing price of the shares on Nasdaq on each of 3 consecutive trading days equals or exceeds 150% of the offering price per share in the initial public offering, and (b) the average daily trading volume on Nasdaq over such 3 consecutive trading days equals or exceeds 50,000 shares (subject to adjustment for reverse and forward stock splits and similar transactions).

● Mr. Cui may sell an additional 40% of his Ordinary Shares if (a) the closing price of the shares on Nasdaq on each of 3 consecutive trading days equals or exceeds 175% of the offering price per share in the initial public offering, and (b) the average daily trading volume on Nasdaq over such 3 consecutive trading days equals or exceeds 50,000 shares (subject to adjustment for reverse and forward stock splits and similar transactions).

After the Cui Lock-up Period, all of the Ordinary Shares registered and held by Mr. Cui hereby may be freely sold in accordance with this prospectus.

LEGAL MATTERS

The validity of the Ordinary Shares being offered by this prospectus will be passed upon for us by Appleby.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Cayman Islands’ laws do not prohibit or restrict a company from indemnifying its directors and officers against personal liability for any loss they may incur arising out of the Company’s business, except to the extent such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. The indemnity extends only to liability for their own negligence and breach of duty other than breaches of fiduciary duty and not where there is evidence of dishonesty, willful default or fraud.

Our Memorandum and Articles of Association permits, to the fullest extent permissible under Cayman Islands law, indemnification of our officers and directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by them, other than by reason of their own dishonesty, willful default or fraud, in connection with the execution or discharge of their duties, powers, authorities or discretion as directors or officers of our Company, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by them in defending (whether successfully or otherwise) any civil proceedings concerning our Company or its affairs in any court whether in the Cayman Islands or elsewhere.

We intend to enter into indemnification agreements with each of our directors and officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Cayman Islands law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified, subject to our Company reserving its rights to recover the full amount of such advances in the event that he or she is subsequently found to have been negligent or otherwise have breached his or her trust or fiduciary duties to our Company or to be in default thereof, or where the Cayman Islands courts have declined to grant relief.

The form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement will also provide for indemnification of us and our officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7. RECENT SALES OF UNREGISTERED SECURITIES

During the past three years, we have issued and sold the following securities without registering such securities under the Securities Act. We believe that each of the following issuances was exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities.

Ordinary Shares

Securities/Purchaser	Date of Sale or Issuance	Number of Securities	Consideration
Ordinary Shares

II-1

ITEM 8. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

See “Exhibit Index” beginning on page II-3 of this registration statement.

(b) Financial Statement Schedules

All supplement schedules are omitted because of the absence of conditions under which they are required or because the data is shown in the financial statements or notes thereto.

ITEM 9. UNDERTAKINGS

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-2

EXHIBIT INDEX

Exhibit No.	Description of document
1.1	Form of Underwriting Agreement (to be filed by amendment)
3.1	Amended and Restated Memorandum and Articles of Association of the Registrant dated April 14, 2022
5.1	Opinion of Appleby regarding the validity of securities being registered dated [•].
5.2	Opinion of Robertsons regarding Hong Kong legal matters dated [•].
8.1	Opinion of Appleby regarding certain Cayman Islands tax matters (included in Exhibit 5.1) dated [•]
10.1	Form of Directors Agreement
10.2	Form of Indemnification Agreement
10.3	Audit Committee Charter
10.4	Nomination Committee Charter
10.5	Compensation Committee Charter
14	Code of Ethics of the Registrant
15.1	Letter from Independent Registered Public Accounting Firm regarding unaudited interim financial information
21.1	List of Subsidiaries of the Registrant
23.1	Consent of JP Centurion & Partners PLT dated [•]
23.2	Consent of Appleby (included in Exhibits 5.1 and 8.1) dated [•]
23.3	Consent of Robertsons (included in Exhibit 5.2) dated [•]
24.1	Power of Attorney (included on signature pages)

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on _________, 2022.

Healthy Green Group Holding Limited
By:
Name:	Wong Ka Wo, Simon
Title:	Executive Director and Chairman

We, the undersigned directors of Healthy Green Group Holding Limited and executive officers of Healthy Green Group Holding Limited and its subsidiaries hereby severally constitute and appoint _________, singly (with full power to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in him for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or any other Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and him, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Date:

Wong Ka Wo, Simon

Executive Director and Chairman

Date:

Cheuk Fung Ting

Executive Director and CEO

Date:

Chan Ka Nam, Chief Financial Officer

Date:

Kung Wai Chiu Marco

Independent Non-Executive Director

Date:

Mr. Cheung Sang

Independent Non-Executive Director

Date:

Kwong Ping Man

Independent Non-Executive Director

II-4

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement or amendment thereto in ____, ______, United States of America on ________, 2022.

AUTHORIZED U.S. REPRESENTATIVE

By:

Name:

Title:

II-5

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

MEMORANDUM

AND

ARTICLES

OF

ASSOCIATION

Healthy Green Group Holding Limited

綠康集團控股有限公司

(as adopted by a Special Resolution passed on 14 April 2022)

Hong Kong Office

Suites 4201-03 & 12

42/F, One Island East

Taikoo Place

18 Westlands Road

Quarry Bay

Hong Kong

TABLE OF CONTENTS
Shares, Warrants and Modification of Rights	7
Register of Shareholders and Share Certificates	12
Lien	13
Calls on Shares	14
Transfer of Shares	16
Transmission of Shares	18
Forfeiture of Shares	18
General Meetings	20
Proceedings at General Meetings	21
Votes of Shareholders	23
Appointment of Proxy and Corporate Representative	24
Registered Office	27
Board of Directors	27
Appointment of Directors	31
Borrowing Powers	31
General Powers of the Directors	32
Chairman and other Officers	33
Proceedings of the Directors	33
Minutes and Corporate Records	36
Secretary	36
General Management and Use of the Seal	36
Authentication of Documents	39
Capitalisation of Reserves	39
Dividends and Reserves	40
Record Date	47
Annual Returns	47
Accounts	47
Auditors	49
Notices	50
Information	52
Winding Up	52
Indemnity	53
Untraceable Shareholders	54
Destruction of Documents	55

THE COMPANIES ACT (AS REVISED)

EXEMPTED COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

Healthy Green Group Holding Limited

綠康集團控股有限公司

(Company)

(adopted by a Special Resolution passed on 14 April 2022)

1.	The name of the Company is Healthy Green Group Holding Limited 綠康集團控股有限公司.
2.	The registered office will be situated at the offices of McGrath Tonner Corporate Services Limited, Genesis Building, 5th Floor, Genesis Close, PO Box 446, Cayman Islands, KY1-1106 or at such other place in the Cayman Islands as the Directors may from time to time decide.
3.	The objects for which the Company is established are unrestricted and except as prohibited or limited by the laws of the Cayman Islands, the Company shall have full power and authority to carry out any object and shall have and be capable of from time to time and at all times exercising any and all of the powers at any time or from time to time exercisable by a natural person or body corporate in any part of the world whether as principal, agent, contractor or otherwise.
4.	Without prejudice to the generality of the foregoing, the objects of the Company shall include, but without limitation, the following:
4.1	To carry on the business of an investment company and for that purpose to acquire and hold, either in the name of the Company or in that of any nominee, land and real estate, gold and silver bullion, shares (including shares in the Company), stocks, debentures, debenture stock, bonds, notes, obligations and securities issued or guaranteed by any company wherever incorporated or carrying on business and debentures, debenture stock, bonds, notes, obligations and securities issued or guaranteed by any government, sovereign, ruler, commissioners, public body or authority, supreme, dependent, municipal, local or otherwise in any part of the world.
4.2	To lend money with or without security either at interest or without and to invest money of the Company in such manner as the Directors think fit.
4.3	To acquire by purchase, lease, exchange, or otherwise lands, houses, buildings and other property or any interest in the same in any part of the world.
4.4	To carry on the business of a commodity, commodity futures and forward contracts trader and for that purpose to enter into spot, future or forward contracts for the purchase and sale of any commodity including, but without prejudice to the generality of the foregoing, any raw materials, processed materials, agricultural products, produce or livestock, gold and silver bullion, specie and precious or semi-precious stones, goods, articles, services, currencies, rights and interests which may now or in the future be bought and sold in commerce and whether such trading is effected on an organised commodity exchange or otherwise and either to take delivery of, or to sell or exchange any such commodities pursuant to any contract capable of being entered into on any such commodities exchange.

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4.5	To carry on whether as principals, agents or otherwise the business of providing and supplying goods, equipment, materials and services of whatsoever nature, and of financiers, company promoters, realtors, financial agents, land owners and dealers in or managers of companies, estates, lands, buildings, goods, materials, services, stocks, leases, annuities and securities of whatsoever type or kind.
4.6	To purchase or otherwise acquire and hold any rights, privileges, concessions, patents, patent rights, licences, secret processes and any real or personal property of any kind whatsoever.
4.7	To build, equip, furnish, outfit, repair, purchase, own, charter and lease steam, motor, sail or other vessels, ships, boats, tugs, barges, lighters or other property to be used in the business of shipping, transportation, chartering and other communication and transport operations for the use of the Company or for others, and to sell, charter, lease, mortgage, pledge or transfer the same or any interest therein to others.
4.8	To carry on the business of importers, exporters and merchants of goods, produce, stores and articles of all kinds both wholesale and retail, packers, customs brokers, ship agents, warehousemen, bonded or otherwise and carriers and to transact every kind of agency, factor and brokerage business or transaction which may seem to the Company directly or indirectly conducive to its interests.
4.9	To carry on the business of consultants in connection with all manner of services and advisers on all matters relating to companies, firms, partnerships, charities, political and non-political persons and organisations, governments, principalities, sovereign and republican states and countries and to carry on all or any of the businesses of financial, industrial, development, architectural, engineering, manufacturing, contracting, management, advertising, professional business and personal consultants and to advise upon the means and methods for extending, developing, marketing and improving all types of projects, developments, businesses or industries and all systems or processes relating to such businesses and the financing, planning, distribution, marketing and sale thereof.
4.10	To act as a management company in all branches of that activity and without limiting the generality of the foregoing, to act as managers of investments and hotels, estates, real property, buildings and businesses of every kind and generally to carry on business as managers, consultants or agents for or representatives of owners of property of every kind, manufacturers, funds, syndicates, persons, firms and companies for any purpose whatsoever.
4.11	To carry on any other trade or business which may seem to the Company capable of being carried on conveniently in connection with any business of the Company.
4.12	To borrow or raise money by the issue of ordinary debenture stock or on mortgage or in such other manner as the Company shall think fit.
4.13	To draw, make, accept, endorse, discount, execute and issue all instruments both negotiable and non-negotiable and transferable including promissory notes, bills of exchange, bills of lading, warrants, debentures and bonds.
4.14	To establish branches or agencies in the Cayman Islands and elsewhere and to regulate and to discontinue the same.
4.15	To distribute any of the property of the Company among the members of the Company in specie.
4.16	To acquire and take over the whole or any part of the business, property and liabilities of any person or persons, firm or company or to take or otherwise acquire and hold shares, stock, debentures or other securities of or interest in any other company carrying on any business or possessed of any property or rights.

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4.17	To grant pensions, allowances, gratuities and bonuses to employees or ex-employees of the Company or the dependents of such persons and to support, establish or subscribe to any charitable or other institutions, clubs, societies or funds or to any national or patriotic fund.
4.18	To lend and advance moneys or give credit to such persons and on such terms as may be thought fit and to guarantee or stand surety for the obligations of any third party whether such third party is related to the Company or otherwise and whether or not such guarantee or surety is to provide any benefits to the Company and for that purpose to mortgage or charge the Company’s undertaking, property and uncalled capital or any part thereof, on such terms and conditions as may be thought expedient in support of any such obligations binding on the Company whether contingent or otherwise.
4.19	To enter into partnership or into any arrangements for sharing profits, union of interests, co-operation, joint venture, reciprocal concession, amalgamation or otherwise with any person or persons or company engaged or interested or about to become engaged or interested in the carrying on or conduct of any business or enterprise from which this Company would or might derive any benefit whether direct or indirect and to lend money, guarantee the contracts of or otherwise assist any such person or company and to take subscribe for or otherwise acquire shares and securities of any such company and to sell, hold, re issue with or without guarantee or otherwise deal with the same.
4.20	To enter into any arrangements with any authorities, municipal or local or otherwise and to obtain from any such authority any rights, privileges or concessions which the Company may think it desirable to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges or concessions.
4.21	To do all such things as are incidental to or which the Company may think conducive to the attainment of the above objects or any of them.
5.	If the Company is registered as an exempted company as defined in the Cayman Islands Companies Act (as revised), it shall have the power, subject to the provisions of the Cayman Islands Companies Act (as revised) and with the approval of a special resolution, to continue as a body incorporated under the laws of any jurisdiction outside of the Cayman Islands and to be de-registered in the Cayman Islands.
6.	The liability of the members of the Company is limited.
7.	The authorised share capital of the Company is US$100,000 consisting of 100,000,000 shares of par value US$0.001 each with the power for the Company to increase or reduce the said capital and to issue any part of its capital, original or increased, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions; and so that, unless the condition of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.

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THE COMPANIES ACT (AS REVISED)

EXEMPTED COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

Healthy Green Group Holding Limited

綠康集團控股有限公司

(Company)

(adopted by a Special Resolution passed on 14 April 2022)

1	(a)	Table “A” of the Companies Act (as revised) shall not apply to the Company.
	(b)	Any marginal notes, titles or lead in references to Articles and the index of the Memorandum and Articles of Association shall not form part of the Memorandum or Articles of Association and shall not affect their interpretation. In interpreting these Articles of Association, unless there be something in the subject or context inconsistent therewith:	Marginal Notes
		address: shall have the ordinary meaning given to it and shall include any facsimile number, electronic number or address or website used for the purposes of any communication pursuant to these Articles;	Definitions
		appointor: means in relation to an alternate Director, the Director who appointed the alternate to act as his alternate;
		Articles: means these Articles of Association in their present form and all supplementary, amended or substituted articles for the time being in force;
		Auditors: means the independent auditor of the Company which shall be an internationally recognized firm of independent accountants;
		Audit Committee: the audit committee of the Company formed by the Board pursuant to Article 136 hereof, or any successor audit committee;
		Board: means the board of Directors of the Company as constituted from time to time or as the context may require the majority of Directors present and voting at a meeting of the Directors at which a quorum is present;
		Call: shall include any instalment of a call;
		clear days: means in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
		Clearing House: means a clearing house recognised by the laws of the jurisdiction in which the Shares are listed or quoted with the permission of the Company on a stock exchange in such jurisdiction;

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Companies Act: means the Companies Act (as revised) of the Cayman Islands as amended from time to time and every other act, order regulation or other instrument having statutory effect (as amended from time to time) for the time being in force in the Cayman Islands applying to or affecting the Company, the Memorandum of Association and/or the Articles;

Company: means the above named company;

Competent Regulatory Authority: means a competent regulatory authority in the territory where the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such territory;

Debenture and Debenture Holder: means and includes respectively debenture stock and debenture stockholder;

Designated Stock Exchange: means the Nasdaq Stock Market in the United States of America and/or any other stock exchange or interdealer quotation system on which the Shares are listed or quoted;

Designated Stock Exchange Rules: means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares on the Designated Stock Exchange;

Director: means the directors for the time being of the Company and the expression Director shall be construed accordingly;

Dividend: means dividends, distributions in specie or in kind, capital distributions and capitalisation issues;

dollars and US$: means the lawful currency for the time being of the United States of America;

Exchange Act: means the Securities Exchange Act of 1934, as amended;

Head Office: means such office of the Company as the Board may from time to time determine to be the principal office of the Company;

Month: means a calendar month;

Ordinary Resolution: means a resolution as described in Article 1(e) of these Articles;

Paid: means, as it relates to a Share, paid or credited as paid;

Register: means the principal register and any branch register of Shareholders of the Company to be maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time;

Registered Office: means the registered office of the Company for the time being as required by the Companies Act;

SEC: means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act;

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	Seal: means the common seal of the Company and any one or more facsimile seals from time to time of the Company for use in the Cayman Islands or in any place outside the Cayman Islands;
	Secretary: means the person for the time being performing the duties of that office of the Company and includes any assistant, deputy, acting or temporary secretary;
	Securities Act: means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time;
	Securities Seal: shall mean a seal for use for sealing certificates for shares or other securities issued by the Company which is a facsimile of the Seal of the Company with the addition on its face of the words Securities Seal;
	Share: means a share in the share capital of the Company and includes stock except where a distinction between stock and Shares is expressed or implied;
	Shareholder: means the person who is duly registered in the Register as holder for the time being of any Share and includes persons who are jointly so registered;
	Special Resolution: means a resolution as described in Article 1(d) of these Articles;
	Statutes: means the Companies Act and every other law of the Legislature of the Cayman Islands for the time being in force applying to or affecting the Company, the memorandum of association of the Company as from time to time amended, and/or these Articles;
	Transfer Office: means the place where the principal register of Shareholders is located for the time being.
(c)	In these Articles, unless there be something in the subject or context inconsistent herewith:	General

(i)	words denoting the singular number shall include the plural number and vice versa;
(ii)	words importing any gender shall include every gender and words importing persons shall include partnerships, firms, companies and corporations;
(iii)	subject to the foregoing provisions of this Article, any words or expressions defined in the Companies Act (except any statutory modification thereof not in force when these Articles become binding on the Company) shall bear the same meaning in these Articles, save that “company” shall where the context permits include any company incorporated in the Cayman Islands or elsewhere;
(iv)	references to any law, ordinance, statute or statutory provision shall be construed as relating to any statutory modification or re-enactment thereof for the time being in force; and
(v)	save as aforesaid words and expressions defined in the Statutes shall bear the same meanings in these Articles if not inconsistent with the subject in the context.

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(d)	A resolution shall be a Special Resolution when it has been passed by a majority of not less than two-thirds of the votes cast by such Shareholders as, being entitled to do, vote in person or by proxy or, in the cases of Shareholders which are corporations, by their respective duly authorised representatives at a general meeting held in accordance with these Articles and of which notice specifying the intention to propose the resolution as a special resolution has been duly given.	Special Resolution
(e)	A resolution shall be an Ordinary Resolution when it has been passed by a simple majority of the votes cast by such Shareholders as, being entitled so to do, vote in person or, by proxy or, in the cases of Shareholders which are corporations, by their respective duly authorised representatives at a general meeting held in accordance with these Articles and of which not less than ten (10) clear days’ notice has been duly given.	Ordinary Resolution
(f)	A resolution in writing signed (in such manner as to indicate, expressly or impliedly, unconditional approval) by or on behalf of all Shareholders for the time being entitled to receive notice of and to attend and vote at general meetings of the Company shall, for the purpose of these Articles, be treated as an Ordinary Resolution duly passed at a general meeting of the Company duly convened and held and, where relevant as a Special Resolution so passed. Any such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last Shareholder to sign, and where the resolution states a date as being the date of his signature thereof by any Shareholder the statement shall be prima facie evidence that it was signed by him on that date. Such a resolution may consist of several documents in the like form, and signed by one or more relevant Shareholders.	Resolutions in writing
(g)	A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of these Articles.	Special Resolution effective as Ordinary Resolution

2	To the extent that the same is permissible under Cayman Islands law and subject to Article 13, a Special Resolution shall be required to alter the Memorandum of Association of the Company, to approve any amendment of the Articles or to change the name of the Company.	When Special Resolution is required
	Shares, Warrants and Modification of Rights
3	Subject to the Statutes and without prejudice to any special rights or restrictions for the time being attaching to any Shares or any class of Shares including preference Shares, any Share may be issued upon such terms and conditions and with such preferred, deferred or other qualified or special rights, or such restrictions, whether in regard to Dividend, voting, return of capital or otherwise, as the Company may from time to time by Ordinary Resolution determine (or, in the absence of any such determination or so far as the same may not make specific provision, as the Board may determine) and any Share may be issued on the terms that it is liable to be redeemed upon the happening of a specified event or upon a given date and either at the option of the Company, or at the option of the holder. Subject to the Companies Act, any preferred shares may be issued or converted into shares that, at a determinable date or at the option of the Company or the holder thereof, are to be redeemed or are liable to be redeemed on such terms and in such manner as the Board may in their absolute discretion determine. No Shares shall be issued to bearer.	Issue of Shares
4	The Board may issue options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities of the Company, which options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof may be issued on such terms as the Board may from time to time determine.	Options, warrants or convertible securities

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5	(a)	Subject to the Companies Act and without prejudice to Article 11, if at any time the share capital of the Company is divided into different classes of Shares, all or any of the special rights attached to any class (unless otherwise provided for by the terms of issue of the Shares of that class) may, subject to the provisions of the Companies Act, be varied, modified or abrogated with the sanction of a Special Resolution passed at a separate general meeting of the holders of the Shares of that class. To every such separate general meeting the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum (whether at a separate general meeting or at its adjourned meeting) shall be not less than a person or persons together holding (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or representing by proxy not less than one-third (1/3) in nominal value of the issued Shares of that class, that the quorum for any meeting adjourned for want of quorum shall be two (2) Shareholders present in person (or in the case of the Shareholder being a corporation, by its duly authorised representative) or by proxy (whatever the number of Shares held by them) , that every holder of shares of the class shall be entitled on a poll to one (1) vote for every such share held by him and that any holder of Shares of the class present in person (or in the case of the Shareholder being a corporation, by its duly authorised representative) or by proxy may demand a poll.	How rights of shares may be modified
	(b)	The provisions of this Article shall apply to the variation or abrogation of the rights attached to the Shares of any class as if each group of Shares of the class differently treated formed a separate class the rights whereof are to be varied or abrogated.
	(c)	The special rights conferred upon the holders of any Shares or class of Shares shall not, unless otherwise expressly provided in the rights attaching to the terms of issue of such Shares be deemed to be altered by the creation or issue of further Shares ranking pari passu therewith.

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6	The authorised share capital of the Company on the date of the adoption of these Articles is US$100,000 divided into 100,000,000 shares of par value US$0.001 each.	Authorised Share Capital
7	The Company in general meeting may from time to time, whether or not all the Shares for the time being authorised shall have been issued and whether or not all the Shares for the time being issued shall have been fully paid up, by Ordinary Resolution increase its share capital by the creation of new Shares, such new capital to be of such amount and to be divided into Shares of such class or classes and of such amounts in any currency as the Shareholders may think fit and as the resolution may prescribe.	Power to increase capital
8	Any new Shares shall be issued upon such terms and conditions and with such rights, privileges or restrictions attached thereto as the general meeting resolving upon the creation thereof shall direct, and if no direction be given, subject to the provisions of the Companies Act and of these Articles, as the Board shall determine; and in particular such Shares may be issued with a preferential or qualified right to participate in Dividends and in the distribution of assets of the Company and with a special right or without any right of voting.	On what conditions new shares may be issued
9	The Board may, before the issue of any new Shares, determine that the same, or any of them, shall be offered in the first instance, and either at par or at a premium, to all the existing holders of any class of Shares in proportion as nearly as may be to the number of Shares of such class held by them respectively, or make any other provisions as to the allotment and issue such Shares, but in default of any such determination or so far as the same shall not extend, such Shares may be dealt with as if they formed part of the capital of the Company existing prior to the issue of the same.	When to be offered to existing shareholders
10	Except so far as otherwise provided by the conditions of issue or by these Articles, any capital raised by the creation of new Shares shall be treated as if it formed part of the original capital of the Company and such Shares shall be subject to the provisions contained in these Articles with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, cancellation, surrender, voting and otherwise.	New shares to form part of original capital

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11	(a)	Subject to the Statutes and where applicable, the Designated Stock Exchange Rules and without prejudice to any special rights of restrictions for the time being attached to any shares or any class of shares, all unissued Shares and other securities of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board and it may offer, allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times, for such consideration and generally on such terms (subject to Article 9) as it in its absolute discretion thinks fit, but so that no Shares shall be issued at a discount. The Board shall, as regards any offer or allotment of Shares, comply with the provisions of the Companies Act, if and so far as such provisions may be applicable thereto. In particular and without prejudice to the generality of the foregoing, the Board is hereby empowered to authorize by resolution or resolutions from time to time the issuance of one or more classes or series of preferred shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of preferred shares then outstanding) to the extent permitted by Companies Act. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment of any class or series of preferred shares may, to the extent permitted by law, provide that such class or series shall be superior to, rank equally with or be junior to the preferred shares of any other class or series.	Unissued Shares at the disposal of the Directors
	(b)	Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of Shares or other securities of the Company, to make, or make available, and may resolve not to make, or make available, any such allotment, offer, option or Shares or other securities to Shareholders or others with registered addresses, or in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable, or the existence or extent of the requirement for such registration statement or special formalities might be expensive (whether in absolute terms or in relation to the rights of the Shareholder(s) who may be affected) or time consuming to determine. The Board shall be entitled to make such arrangements to deal with fractional entitlements arising on an offer of any unissued Shares or other securities as it thinks fit, including the aggregation and the sale thereof for the benefit of the Company. Shareholders who may be affected as a result of any of the matters referred to in this paragraph (b) shall not be, and shall be deemed not to be, a separate class of Shareholders for any purposes whatsoever. Except as otherwise expressly provided in the resolution or resolutions providing for the establishment of any class or series of preferred shares, no vote of the holders of preferred shares of or ordinary shares shall be a prerequisite to the issuance of any shares of any class or series of the preferred shares authorized by and complying with the conditions of the Statutes.

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12	The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the Companies Act. Subject to the Companies Act, the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one and partly in the other.	Company may pay commission
13	The Company may from time to time by Ordinary Resolution:	Increase in capital,

(a)	increase its share capital as provided by Article 7;	consolidation and division of capital and
(b)	consolidate or divide all or any of its share capital into Shares of larger amount than its existing Shares; and on any consolidation of fully paid Shares into Shares of larger amount, the Board may settle any difficulty which may arise as it thinks expedient and in particular (but without prejudice to the generality of the foregoing) may as between the holders of Shares to be consolidated determine which particular Shares are to be consolidated into a consolidated Share, and if it shall happen that any person shall become entitled to fractions of a consolidated Share or Shares, such fractions may be sold by some person appointed by the Board for that purpose and the person so appointed may transfer the Shares so sold to the purchaser thereof and the validity of such transfer shall not be questioned, and so that the net proceeds of such sale (after deduction of the expenses of such sale) may either be distributed among the persons who would otherwise be entitled to a fraction or fractions of a consolidated Share or Shares rateably in accordance with their rights and interest or may be paid to the Company for the Company’s benefit;	subdivision, cancellation of shares and redenomination etc.
(c)	without prejudice to the powers of the Board under Article 11, divide its unissued Shares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination by the Company in general meeting, as the Board may determine provided always that, for the avoidance of doubt, where a class of shares has been authorized by the Company no resolution of the Company in general meeting is required for the issuance of shares of that class and the Board may issue shares of that class and determine such rights, privileges, conditions or restrictions attaching thereto as aforesaid;
(d)	sub-divide its Shares or any of them into Shares of smaller amount than is fixed by the Company’s Memorandum of Association, so, however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the share from which the reduced Share is derived;
(e)	cancel any Shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the Shares so cancelled;
(f)	convert all or any of its paid-up shares into stock, and reconvert that stock into paid-up shares of any denomination.

14 The Company may by Special Resolution reduce its share capital or any capital redemption reserve in any manner authorised, and subject to any conditions prescribed, by law. Reduction of capital

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15	(a)	Subject to the Statutes, and, where applicable, the Designated Stock Exchange Rules and/or any Competent Regulatory Authority, or any other law or so far as not prohibited by any law and subject to any rights conferred on the holders of any class of Shares, any power of the Company to purchase or otherwise acquire all or any of its own Shares (which expression as used in this Article includes redeemable Shares) be exercisable by the Board in such manner, upon such terms and subject to such conditions as it thinks fit.	Company to purchase its own shares
	(b)	Subject to the Statutes, and to any special rights conferred on the holders of any Shares or attaching to any class of Shares, Shares may be issued on the terms that they may, at the option of the Company or the holders thereof, be liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.

16 Except as otherwise expressly provided by these Articles or as required by law or as ordered by a court of competent jurisdiction, no person shall be recognised by the Company as holding any Share upon any trust and, except as aforesaid, the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any Share or any interest in any fractional part of a Share or any other right or claim to or in respect of any Shares except an absolute right to the entirety thereof of the registered holder.

Register of Shareholders and Share Certificates

17	(a)	The Board shall keep or cause to be kept the Register and there shall be entered therein the particulars required under the Companies Act.	Share Register
	(b)	Subject to the provisions of the Companies Act, if the Board considers it necessary or appropriate, the Company may establish and maintain a principal or branch register of Shareholders at such location as the Board thinks fit and in the absence of any such determination, the Register shall be kept at the Registered Office.	Local or branch register
18	(a)	Every share certificate shall be issued under the Seal or a facsimile thereof and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise be in such form as the Directors may from time to time determine. No certificate shall be issued representing shares of more than one class. The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon.	Share certificates
	(b)	Every person whose name is entered, upon an allotment of shares, as a Member in the Register shall be entitled, without payment, to receive one (1) certificate for all such shares of any one (1) class or several certificates each for one (1) or more of such shares of such class upon payment for every certificate after the first of such reasonable out-of-pocket expenses as the Board from time to time determines.

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	(c)	Share certificates shall be issued within the relevant time limit as prescribed by the Companies Act or as the Designated Stock Exchange may from time to time determine, whichever is the shorter, after allotment or, except in the case of a transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgment of a transfer with the Company.
	(d)	Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued to the transferee in respect of the shares transferred to him at such fee as is provided in paragraph (e) of this Article. If any of the shares included in the certificate so given up shall be retained by the transferor a new certificate for the balance shall be issued to him at the aforesaid fee payable by the transferor to the Company in respect thereof.
	(e)	The fee referred to in paragraph (d) above shall be an amount not exceeding the relevant maximum amount as the Designated Stock Exchange may from time to time determine provided that the Board may at any time determine a lower amount for such fee.
	(f)	Every Share certificate of the Company shall bear legends required under the applicable laws, including the Securities Act.
19	(a)	In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one (1) certificate therefor and delivery of a certificate to one of several joint holders shall be sufficient delivery to all such holders.	Joint holders
	(b)	If any Shares shall stand in the names of two (2) or more persons, the person first named in the Register shall be deemed to be sole holder thereof as regards service of notice and, subject to the provisions of these Articles, all or any other matter connected with the Company, except the transfer of the Share.

20	If a share certificate is defaced, lost or destroyed, it may be replaced on payment of such fee (if any) and on such terms (if any) as to evidence and indemnity, and on the payment of expenses of the Company in investigating such evidence and preparing such indemnity as the Board shall think fit and, in case of defacement, on delivery of the old certificate to the Company for cancellation.	Replacement of share certificates
	Lien
21	The Company shall have a first and paramount lien on every Share (not being a fully paid Share) for all moneys, whether presently payable or not, called or payable at a fixed time in respect of that Share; and the Company shall also have a first and paramount lien and charge on all Shares (other than fully paid-up Shares) standing registered in the name of a Shareholder, whether singly or jointly with any other person or persons, for all the debts and liabilities of such Shareholder or his estate to the Company and whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such Shareholder, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Shareholder or his estate and any other person, whether a Shareholder of the Company or not. The Company’s lien (if any) on a Share shall extend to all Dividends and bonuses declared in respect thereof. The Board may at any time either generally or in any particular case waive any lien that has arisen, or declare any Share to be exempt wholly or partially from the provisions of this Article.	Company’s lien

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22	The Company may sell, in such manner as the Board thinks fit, any Shares on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged, nor until the expiration of fourteen (14) days after a notice in writing, stating and demanding payment of the sum presently payable or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving notice of intention to sell in default, shall have been given, in the manner in which notices may be sent to Shareholders of the Company as provided in these Articles, to the registered holder for the time being of the Shares, or the person entitled by reason of such holder’s death, bankruptcy or winding-up to the Shares.	Sale of shares subject to lien
23	The net proceeds of such sale after the payment of the costs of such sale shall be applied in or towards payment or satisfaction of the debt or liability or engagement in respect whereof the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the Shares prior to the sale) be paid to the person entitled to the Shares at the time of the sale. For the purpose of giving effect to any such sale, the Board may authorise some person to transfer the Shares sold to the purchaser thereof and may enter the purchaser’s name in the Register as holder of the Shares, and the purchaser shall not be bound to see the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings relating to the sale.	Application of proceeds of sale
	Calls on Shares
24	Subject to these Articles and to the terms of allotment, the Board may from time to time make such calls as it thinks fit upon the Shareholders in respect of any moneys unpaid on the Shares held by them respectively (whether on account of the nominal value of the Shares or by way of premiums) and not by the conditions of allotment thereof made payable at a fixed time. A call may be made payable either in one sum or by instalments.	Calls/ instalments
25	At least fourteen (14) clear days’ notice of any call shall be given to the relevant Shareholders specifying the time and place of payment and to whom such call shall be paid.	Notice of call
26	A copy of the notice referred to in Article 25 shall be sent to relevant Shareholders in the manner in which notices may be sent to Shareholders by the Company as herein provided.	Copy of notice to be sent to shareholders
27	Every Shareholder upon whom a call is made shall pay the amount of every call so made on him to the person and at the time or times and place or places as the Board shall appoint.	Time and place for payment of call

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28	A call shall be deemed to have been made at the time when the resolution of the Board authorising such call was passed.	When call deemed to have been made
29	The joint holders of a Share shall be severally as well as jointly liable for the payment of all calls and instalments due in respect of such Share or other moneys due in respect thereof.	Liability of joint holders
30	A call may be extended, postponed or revoked in whole or in part as the Board determines but no Shareholder shall be entitled to any such extension except as a matter of grace and favour.	Board may extend time fixed for call
31	If the sum payable in respect of any call or instalment is not paid before or on the day appointed for payment thereof, the person or persons from whom the sum is due shall pay interest on the same at such rate not exceeding 20% per annum as the Board shall fix from the day appointed for the payment thereof to the time of the actual payment, but the Board may waive payment of such interest wholly or in part.	Interest on unpaid calls
32	No Shareholder shall be entitled to receive any Dividend or bonus or to be present or vote (save as proxy or authorised representative for another Shareholder) at any general meeting, either personally, or (save as proxy or authorised representative for another Shareholder) by proxy, or be reckoned in a quorum, or to exercise any other privilege as a Shareholder until all calls or instalments due from him to the Company, whether alone or jointly or jointly and severally with any other person, together with interest and expenses (if any) shall have been paid.	Suspension of privileges while call unpaid
33	On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the Shareholder sued is entered in the Register as the holder, or one of the holders, of the Shares in respect of which such debt accrues; that the resolution of the Board making the call has been duly recorded in the minute book of the Board; and that notice of such call was given to the Shareholder sued, in pursuance of these Articles, and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.	Evidence in action for call

34	(a)	Any sum which by the terms of allotment of a Share is made payable upon allotment or at any fixed date, whether on account of the nominal value of the Share and/or by way of premium, shall for all purposes of these Articles be deemed to be a call duly made and notified and payable on the date fixed for payment, and in case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture and the like, shall apply as if such sums had become payable by virtue of a call duly made and notified.	Sums payable on allotment deemed a call
	(b)	Subject to the terms of allotment, the Board may on the issue of Shares differentiate between the allottees or holders as to the amount of calls to be paid and the time of payment.	Shares may be issued subject to different conditions as to calls, etc.

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35	The Board may, if it thinks fit, receive from any Shareholder willing to advance the same, and either in money or money’s worth, all or any part of the money uncalled and unpaid or instalments payable upon any Shares held by him, and in respect of all or any of the moneys so advanced may pay interest at such rate (if any) not exceeding 20% per annum, as the Board may decide but a payment in advance of a call shall not entitle the Shareholder to receive any Dividend subsequently declared or to exercise any other rights or privileges as a Shareholder in respect of the Share or the due portion of the Shares upon which payment has been advanced by such Shareholder before it is called up. The Board may at any time repay the amount so advanced upon giving to such Shareholder not less than one (1) Month’s notice in writing of its intention on that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the Shares in respect of which it was advanced.
	Transfer of Shares
36	Subject to the Statutes, all transfers of Shares shall be effected by transfer in writing in the usual or common form or in such other form as the Board may accept provided always that it shall be in such a form prescribed by the Designated Stock Exchange and may be under hand only or, if the transferor or transferee is a Clearing House (or its nominee(s)) or a central depository house (or its nominee(s)), under hand or by machine imprinted signature or by such other means of execution as the Board may approve from time to time.	Form of transfer
37	The instrument of transfer of any Share shall be executed by or on behalf of the transferor and by or on behalf of the transferee provided that the Board may dispense with the execution of the instrument of transfer by the transferor or the transferee or accept mechanically executed transfers in any case in which it in its absolute discretion thinks fit to do so. The transferor shall be deemed to remain the holder of the Share until the name of the transferee is entered in the Register in respect thereof. Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any Share by the allottee in favour of some other person.	Execution of transfer

38	(a)	The Board may, in its absolute discretion at any time and from time to time, remove any Share on the principal Register to any branch Register or any Share on any branch Register to the principal Register or any other branch Register.	Shares registered on principal register, branch register, etc.
	(b)	Unless the Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute discretion may from time to time stipulate, and which agreement it shall, without giving any reason therefore, be entitled in its absolute discretion to give or withhold) no Shares on the principal Register shall be removed to any branch Register nor shall Shares on any branch Register be removed to the principal Register or any other branch Register and all removals and other documents of title relating to or affecting the title to any share or other securities of the Company shall be lodged for registration, and be registered, in the case of any Shares on a branch Register, at the Registered Office, and, in the case of any Shares on the principal Register, at the Transfer Office.
	(c)	Notwithstanding anything contained in these Articles, the Company shall as soon as practicable and on a regular basis record in the principal Register all removals of Shares effected on any branch Register and shall at all times maintain the principal Register and all branch Registers in all respects in accordance with the Companies Act.

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39	Fully paid Shares shall be free from any restriction with respect to the right of the holder thereof to transfer such Shares (except when permitted by the Designated Stock Exchange) and shall also be free from all liens. The Board however, may, in its absolute discretion, refuse to register a transfer of any Share which is not fully paid to a person of whom it does not approve or any Share issued under any share option scheme upon which a restriction on transfer imposed thereby still subsists, and it may also refuse to register a transfer of any Share (whether fully paid up or not) to more than four (4) joint holders or a transfer of any Shares (not being a fully paid up Share) on which the Company has a lien.	Directors may refuse to register a transfer
40	The Board may also decline to recognise any instrument of transfer unless:

(a)	a fee of such maximum as the Designated Stock Exchange may from time to time determine to be payable (or such lesser sum as the Board may from time to time require) has been paid to the Company;	Requirement as to transfer
(b)	the instrument of transfer is lodged at the Registered Office or, as the case may be, the Transfer Office accompanied by the certificate of the Shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do);
(c)	the instrument of transfer is in respect of only one class of Share;
(d)	the Shares concerned are free of any lien in favour of the Company; and
(e)	if applicable, the instrument of transfer is properly stamped.

41	If the Board shall refuse to register a transfer of any Share, it shall, within two (2) months after the date on which the transfer was lodged with the Company, send to each of the transferor and the transferee notice of such refusal and, except where the subject Share is not a fully paid Share, the reason(s) for such refusal.	Notice of refusal
42	Upon every transfer of Shares, the certificate in respect thereof held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued to the transferee in respect of the Shares transferred to him as provided in Article 18, and if any of the Shares included in the certificate so given up shall be retained by the transferor a new certificate in respect thereof shall be issued to him as provided in Article 18. The Company shall retain the instrument of transfer.	Certificate to be given up on transfer
43	The registration of transfers of shares or of any class of shares may, after compliance with any notice requirement of the Designated Stock Exchange, be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine.	When transfer books or register is closed

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	Transmission of Shares
44	In the case of the death of a Shareholder, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the Shares; but nothing herein contained shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any Share solely or jointly held by him.	Deaths of registered holder or of joint holder of shares
45	Any person becoming entitled to a Share in consequence of the death or bankruptcy or winding-up of a Shareholder may, upon such evidence as to his title being produced as may from time to time be required by the Board, and subject as hereinafter provided, elect either to be registered himself as holder of the Share or to have some person nominated by him registered as the transferee thereof.	Registration of personal representatives and trustees in bankruptcy
46	If the person becoming entitled to a Share pursuant to Article 45 shall elect to be registered himself as the holder of such Share, he shall deliver or send to the Company a notice in writing signed by him, at (unless the Board otherwise agrees) the Registered Office, stating that he so elects. If he shall elect to have his nominee registered, he shall testify his election by executing a transfer of such Share to his nominee. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of Shares shall be applicable to any such notice or transfer as aforesaid as if the death, bankruptcy or winding-up of the Shareholder had not occurred and the notice or transfer were a transfer executed by such Shareholder.	Notice of election to be registered of nominee
47	A person becoming entitled to a Share by reason of the death, bankruptcy or winding-up of the holder shall be entitled to the same Dividends and other advantages to which he would be entitled if he were the registered holder of the Share. However, the Board may, if it thinks fit, withhold the payment of any Dividend payable or other advantages in respect of such Share until such person shall become the registered holder of the Share or shall have effectually transferred such Share, but, subject to the requirements of Article 76 being met, such a person may vote at general meetings of the Company.	Retention of dividends, etc. until transmission of shares of a deceased or bankrupt shareholder
	Forfeiture of Shares
48	If a Shareholder fails to pay any call or instalment of a call on the day appointed for payment thereof, the Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid, without prejudice to the provisions of Article 31, serve notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and which may still accrue up to the date of actual payment.	If call or instalment not paid notice may be given
49	The notice shall name a further day (not earlier than the expiration of fourteen (14) days from the date of the notice) on or before which the payment required by the notice is to be made, and it shall also name the place where payment is to be made. The notice shall also state that, in the event of non-payment at or before the time appointed, the Shares in respect of which the call was made will be liable to be forfeited.	Content of notice of call
50	If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all Dividends and bonuses declared in respect of the forfeited Share and not actually paid before the forfeiture. The Board may accept the surrender of any Share liable to be forfeited hereunder and in such cases references in these Articles to forfeiture shall include surrender.	If notice not complied with shares may be forfeited

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51	Any Share so forfeited shall be deemed to be the property of the Company, and may be re-allotted, sold or otherwise disposed of on such terms and in such manner as the Board thinks fit and at any time before a sale or disposition, the forfeiture may be cancelled on such terms as the Board thinks fit.	Forfeited shares to become property of Company
52	A person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited Shares, but shall, nevertheless, remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the forfeited Shares, together with (if the Board shall in its discretion so require) interest thereon from the date of forfeiture until the date of actual payment (including the payment of such interest) at such rate not exceeding 20% per annum as the Board may prescribe, and the Board may enforce the payment thereof if it thinks fit, and without any deduction or allowance for the value of the Shares at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the Shares. For the purposes of this Article any sum which by the terms of issue of a Share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the Share or by way of premium, shall notwithstanding that such time has not yet arrived be deemed to be payable on the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment.	Arrears to be paid not withstanding forfeiture
53	A certificate in writing that the declarant is a Director or the Secretary, and that a Share has been duly forfeited or surrendered on a date stated in the certificate, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the Share. The Company may receive the consideration, if any, given for the Share on any re-allotment, sale or disposition thereof and may execute a transfer of the Share in favour of the person to whom the Share is re-allotted, sold or disposed of and such person shall thereupon be registered as the holder of the Share, and shall not be bound to see to the application of the subscription or purchase money, (if any), nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, re-allotment, sale or disposal of such Share.	Evidence of forfeiture and transfer of forfeited share
54	When any Share shall have been forfeited, notice of the forfeiture shall be given to the Shareholder in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the Register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry.	Notice after forfeiture
55	Notwithstanding any such forfeiture as aforesaid the Board may at any time, before any Shares so forfeited shall have been re-allotted, sold or otherwise disposed of, cancel the forfeiture on such terms as it thinks fit or permit the Shares so forfeited to be bought back or redeemed upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the Shares, and upon such further terms (if any) as it thinks fit.	Power to redeem forfeited shares

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56 The forfeiture of a Share shall not prejudice the right of the Company to any call already made or any instalment payment thereon. Forfeiture not to prejudice Company’s right to call or instalment

57	(a)	The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by terms of issue of a Share, becomes payable at a fixed time, whether on account of the nominal value of the Share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.	Forfeiture for non-payment of any sum due on shares
	(b)	In the event of a forfeiture of Shares the Shareholder shall be bound to deliver and shall forthwith deliver to the Company the certificate or certificates held by him for the Shares so forfeited and in any event the certificates representing Shares so forfeited shall be void and of no further effect.

	General Meetings
58	Other than the fiscal year of the Company’s adoption of these Articles, the Company shall in each fiscal year hold a general meeting as its annual general meeting in addition to any other meeting in that year at such time and place as may be determined by the Board and shall specify the meeting as such in the notice calling it. A meeting of the Shareholders or any class thereof may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence at such meetings.	When annual general meeting to be held
59	All general meetings other than annual general meetings shall be called extraordinary general meetings.	Extraordinary general meeting
60	The Board may, whenever it thinks fit, convene an extraordinary general meeting. Extraordinary general meetings shall also be convened on the requisition of one (1) or more Shareholders holding, at the date of deposit of the requisition, not less than one tenth of the paid up capital of the Company having the right of voting at general meetings. Such requisition shall be made in writing to the Board or the Secretary for the purpose of requiring an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition. Such meeting shall be held within two (2) Months after the deposit of such requisition. If within twenty-one (21) days of such deposit, the Board fails to proceed to convene such meeting, the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.	Convening of extraordinary general meeting

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61 Every general meeting of the Company shall be called by at least ten (10) clear days’ notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day, the hour and the agenda of the meeting and particulars of the resolutions to be considered at that meeting and the general nature of that business, and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under these Articles, entitled to receive such notices from the Company, provided that a meeting of the Company shall notwithstanding that it is called by shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed: Notice of meetings

	(a)	in the case of a meeting called as the annual general meeting, by all the Shareholders entitled to attend and vote thereat; and
	(b)	in the case of any other meeting, by a majority in number of the Shareholders having a right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent. (95%) of the total voting rights at the meeting of all Shareholders.
62	(a)	The accidental omission to give any notice to, or the non-receipt of any notice by, any person entitled to receive notice shall not invalidate any resolution passed or any proceedings at any such meeting.	Omission to give notice
	(b)	In the case where forms of proxy or notice of appointment of corporate representative are to be sent out with any notice, the accidental omission to send such forms of proxy or notice of appointment of corporate representative to, or the non-receipt of such forms by, any person entitled to receive notice of the relevant meeting shall not invalidate any resolution passed or any proceeding at any such meeting.

	Proceedings at General Meetings
63	All business shall be deemed special that is transacted at an extraordinary general meeting and also all business shall be deemed special that is transacted at an annual general meeting with the exception of the election of Directors.	Special business, business of annual general meeting
64	For all purposes the quorum for a general meeting shall be two (2) Shareholders entitled to vote and present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy representing not less than one-third (1/3) in nominal value of the total issued voting shares in the Company throughout the meeting. No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless the requisite quorum shall be present at the time when the meeting proceeds to business and continues to be present until the conclusion of the meeting.	Quorum
65	If within fifteen (15) minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week and at such time and place as shall be decided by the Board, and if at such adjourned meeting a quorum is not present within fifteen (15) minutes from the time appointed for holding the meeting, the Shareholder or the Shareholders present in person (or, in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and entitled to vote shall be a quorum and may transact the business for which the meeting was called.	When quorum is not present meeting to be dissolved and when to be adjourned

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66	The chairman (if any) of the Company or if he is absent or declines to take the chair at such meeting, the vice chairman (if any) of the Company shall take the chair at every general meeting, or, if there be no such chairman or vice chairman, or, if at any general meeting neither of such chairman or vice chairman is present within fifteen (15) minutes after the time appointed for holding such meeting, or both such persons decline to take the chair at such meeting, the Directors present shall choose one of their number as chairman of the meeting, and if no Director be present or if all the Directors present decline to take the chair or if the chairman chosen shall retire from the chair, then the Shareholders present shall choose one of their number to be chairman of the meeting.	chairman of general meeting
67	The chairman of the meeting may, with the consent of any general meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time and from place to place as the meeting shall determine. Whenever a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice, specifying the place, the day and the hour of the adjourned meeting shall be given in the same manner as in the case of an original meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, no notice of an adjournment or of the business to be transacted at any adjourned meeting needs to be given nor shall any Shareholder be entitled to any such notice. No business shall be transacted at an adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.	Power to adjourn general meeting, business of adjourned meeting
68	At any general meeting a resolution put to the vote of the meeting shall be decided by poll save that the chairman of the meeting may, pursuant to the Designated Stock Exchange Rules, allow a resolution to be voted on by a show of hands. Where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded by:	Poll, show of hands and demand for poll

(a)	the chairman of such meeting or
(b)	any one Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting.

69	Where a resolution is voted on by a show of hands, a declaration by the chairman of the meeting that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded in favour of or against such resolution.	What is to be evidence of the passing of a resolution
70	A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken in such manner (including the use of ballot or voting papers or tickets) and either forthwith or at such time (being not later than thirty (30) days after the date of the demand) and place as the chairman directs. It shall not be necessary (unless the chairman otherwise directs) for notice to be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was required or demanded. There shall be no requirement for the chairman to disclose the voting figures on a poll. In the event that a poll is demanded after the chairman of the meeting allows a show of hands pursuant to Article 68, the demand for a poll may be withdrawn, with the consent of the chairman of the meeting, at any time before the close of the meeting at which the poll was demanded or the taking of the poll, whichever is the earlier.	Poll

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71	Any poll on the election of a chairman of a meeting or on any question of adjournment shall be taken at the meeting and without adjournment.
72	All questions submitted to a meeting shall be decided by a simple majority of votes except where a greater majority is required by these Articles or by the Companies Act. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to a second or casting vote. In case of any dispute as to the admission or rejection of any vote, the chairman of the meeting shall determine the same, and such determination shall be final and conclusive.	chairman to have casting vote
73	The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded, and, with the consent of the chairman, it may be withdrawn at any time before the close of the meeting or the taking of the poll, whichever is the earlier.	Business may proceed notwithstanding demand for poll
74	If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the chairman of the meeting, the proceedings shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a Special Resolution no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.	Amendment of resolutions
	Votes of Shareholders
75	Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of Shares, at any general meeting on a poll every Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy, shall have one (1) vote for every Share of which he is the holder which is fully paid or credited as fully paid (but so that no amount paid or credited as paid on a Share in advance of calls or instalments shall be treated for the purposes of this Article as paid on the Share), and on a show of hands every Shareholder who is present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy shall (save as provided otherwise in this Article) have one (1) vote. On a poll a Shareholder entitled to more than one (1) vote need not use all his votes or cast all his votes in the same way. Notwithstanding anything contained in these Articles, where more than one (1) proxy is appointed by a Shareholder which is a Clearing House (or its nominee(s)) or a central depository house (or its nominee(s)), each such proxy shall have one (1) vote on a show of hands and on a poll, each such proxy is under no obligation to cast all his votes in the same way.	Votes of shareholders

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76	Any person entitled under Article 47 to be registered as the holder of any Shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such Shares, provided that at least forty-eight (48) hours before the time of the holding of the meeting or adjourned meeting (as the case may be) at which he proposes to vote, he shall satisfy the Board of his right to be registered as the holder of such Shares or the Board shall have previously admitted his right to vote at such meeting in respect thereof.	Votes in respect of deceased and bankrupt shareholders
77	Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy, that one of the said persons so present whose name stands first on the Register in respect of such Share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased Shareholder, and several trustees in bankruptcy or liquidators of a Shareholder in whose name any Share stands shall for the purposes of this Article be deemed joint holders thereof.	Joint holders
78	A Shareholder of unsound mind or in respect of whom an order has been made by any court having jurisdiction in lunacy may vote, whether on a poll or on a show of hands, by his committee or receiver, or other person in the nature of a committee or receiver appointed by that court, and any such committee, receiver or other person may vote on a poll by proxy. Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be delivered to such place or one of such places (if any) as is specified in accordance with these Articles for the deposit of instruments of proxy or, if no place is specified, at the Registered Office, not later than the latest time at which an instrument of proxy must, if it is to be valid for the meeting, be delivered.	Votes of shareholders of unsound mind
79	Save as expressly provided in these Articles or otherwise determined by the Board, no person other than a Shareholder duly registered and who shall have paid everything for the time being due from him payable to the Company in respect of his Shares shall be entitled to be present or to vote (save as proxy or authorised representative for another Shareholder) whether personally, by proxy or by attorney or to be reckoned in the quorum, at any general meeting.	Qualification for voting
80	No objection shall be raised to the qualification of any person exercising or purporting to exercise a vote or the admissibility of any vote except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.	Objections to votes
	Appointment of Proxy and Corporate Representative
81	Any Shareholder entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Shareholder who is the holder of two (2) or more Shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Shareholder of the Company. On a poll or a show of hands votes may be given either personally (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy. A proxy shall be entitled to exercise the same powers on behalf of a Shareholder who is an individual and for whom he acts as proxy as such Shareholder could exercise. In addition, a proxy shall be entitled to exercise the same powers on behalf of a Shareholder which is a corporation and for which he acts as proxy as such Shareholder could exercise if it were an individual Shareholder.	Proxies

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82	No appointment of a proxy shall be valid unless it names the person appointed and his appointor. The Board may, unless it is satisfied that the person purporting to act as proxy is the person named in the relevant instrument for his appointment and the validity and authenticity of the signature of his appointor, decline such person’s admission to the relevant meeting, reject his vote or, in the event that a poll is demanded after the chairman of the meeting allows a show of hands pursuant to Article 68, his demand for a poll and no Shareholder who may be affected by any exercise by the Board of its power in this connection shall have any claim against the Directors or any of them nor may any such exercise by the Board of its powers invalidate the proceedings of the meeting in respect of which they were exercised or any resolution passed or defeated at such meeting.
83	The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.	Instrument appointing proxy to be in writing
84	The instrument appointing a proxy and, if requested by the Board, the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority shall be deposited at such place or one of such places (if any) as is specified in the notice of meeting or in the instrument of proxy issued by the Company (or, if no place is specified, at the Registered Office) not less than forty-right (48) hours before the time for holding the meeting or adjourned meeting (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve (12) Months from the date of its execution, except at an adjourned meeting where the meeting was originally held within twelve (12) Months from such date. Delivery of an instrument appointing a proxy shall not preclude a Shareholder from attending and voting in person (or in the case of a Shareholder being a corporation, its duly authorised representative) at the meeting concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.	Appointment of proxy must be deposited
85	Every instrument of proxy, whether for a specified meeting or otherwise, shall be in any common form or in such form as the Board may from time to time approve, provided that it shall not preclude the use of the two-way form. Any form issued to a Shareholder for use by him for appointing a proxy to attend and vote at an extraordinary general meeting or at an annual general meeting at which any business is to be transacted shall be such as to enable the Shareholder, according to his intentions, to instruct the proxy to vote in favour of or against (or, in default of instructions, to exercise his discretion in respect of) each resolution dealing with any such business.	Form of proxy

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86	The instrument appointing a proxy to vote at a general meeting shall: (i) be deemed to confer authority upon the proxy to demand or join in demanding a poll and to vote on any resolution (or amendment thereto) put to the meeting for which it is given as the proxy thinks fit; and (ii) unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.	Authority under instrument appointing proxy
87	A vote given in accordance with the terms of an instrument of proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or power of attorney or other authority under which the proxy was executed or the transfer of the Share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at its Registered Office, or at such other place as is referred to in Article 84, at least two (2) hours before the commencement of the meeting, or the taking of the poll, or adjourned meeting at which the instrument of proxy is used.	When vote by proxy valid though authority revoked

88	(a)	Any corporation which is a Shareholder may, by resolution of its directors or other governing body or by power of attorney, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Shareholders of the Company, and the person so authorised shall be entitled to exercise the same rights and powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder of the Company. References in these Articles to a Shareholder present in person at a meeting shall, unless the context otherwise requires, include a corporation which is a Shareholder represented at the meeting by such duly authorised representative.	Appointment of multiple corporate representatives
	(b)	Where a Shareholder is a Clearing House (or its nominee(s)) or a central depository house (or its nominee(s)), it may authorise such person or persons as it thinks fit to act as its representative or representatives at any meeting of the Company or at any meeting of any class of Shareholders provided that if more than one person is so authorised, the authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised. A person so authorised pursuant to the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the Clearing House (or its nominee(s)) or a central depository house (or its nominee(s)) which he represents as that Clearing House (or its nominee(s)) or a central depository house (or its nominee(s)) could exercise as if such person were an individual Shareholder, including the right to vote.

89 No appointment of a corporate representative shall be valid unless it names the person authorised to act as the appointor’s representative and the appointor is also named. The Board may, unless it is satisfied that a person purporting to act as a corporate representative is the person named in the relevant instrument for his appointment, decline such person’s admission to the relevant meeting and/or reject his vote or demand for a poll and no Shareholder who may be affected by any exercise by the Board of its power in this connection shall have any claim against the Board or any of them nor may any such exercise by the Board of its powers invalidate the proceedings of the meeting in respect of which they were exercised or any resolution passed or defeated at such meeting.

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	Registered Office
90	The Registered Office of the Company shall be at such place in the Cayman Islands as the Board shall from time to time decide.	Registered Office
	Board of Directors
91	Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than two (2). There shall be no maximum number of Directors unless otherwise determined from time to time by the Company in general meeting. The Directors shall be elected or appointed in accordance with Articles 103, 104 and 105 and shall hold office until their successors are elected or appointed. The Company shall keep at its Registered Office a register of its directors and officers in accordance with the Companies Act.	Number of Directors
92	A Director may at any time, by notice in writing signed by him delivered to the Registered Office or at the Head Office or at a meeting of the Board, appoint any person (including another Director) to act as alternate Director in his place during his absence and may in like manner at any time determine such appointment. If such person is not another Director such appointment unless previously approved by the Board shall have effect only upon and subject to being so approved. Any person so appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. An alternate Director may be removed at any time by the body which appointed him and, subject thereto, the office appointment of an alternate Director shall continue until the happening of any event which, were he a Director, would cause him to vacate such office or if his appointor ceases to be a Director. Any appointment or removal of an alternate Director shall be effected by notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board. An alternate Director may act as alternate to more than one Director. An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director, however, such alternate Director or any other person may be re-appointed by the Directors to serve as an alternate Director PROVIDED always that, if at any meeting any Director retires but is re-elected at the same meeting, any appointment of such alternate Director pursuant to these Articles which was in force immediately before his retirement shall remain in force as though he had not retired.	Alternate Directors

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93	(a)	An alternate Director shall (subject to his giving to the Company an address, telephone and facsimile number within the territory of the Head Office for the time being for the giving of notices on him and except when absent from the territory in which the Head Office is for the time being situate) be entitled (in addition to his appointor) to receive and (in lieu of his appointor) to waive notices of meetings of the Board and of any committee of the Board of which his appointor is a member and shall be entitled to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to perform all the functions of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he (instead of his appointor) were a Director. If he shall be himself a Director or shall attend any such meeting as an alternate for more than one Director his voting rights shall be cumulative. If his appointor is for the time being absent from the territory in which the Head Office is for the time being situate or otherwise not available or unable to act, his signature to any resolution in writing of the Directors or any such committee shall be as effective as the signature of his appointor. His attestation of the affixing of the Seal shall be as effective as the signature and attestation of his appointor. An alternate Director shall not, save as aforesaid, have power to act as a Director nor shall he be deemed to be a Director for the purposes of these Articles.	Rights of Alternate Directors
	(b)	An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if he were a Director, but he shall not be entitled to receive from the Company in respect of his appointment as alternate Director any remuneration except only such part (if any) of the ordinary remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct.
	(c)	A certificate by a Director (including for the purpose of this paragraph (c) an alternate Director) or the Secretary that a Director (who may be the one signing the certificate) was at the time of a resolution of the Directors or any committee thereof absent from the territory of the Head Office or otherwise not available or unable to act or has not supplied an address, telephone and facsimile number within the territory of the Head Office for the purposes of giving of notice to him shall in favour of all persons without express notice to the contrary, be conclusive of the matter so certified.

94	A Director or an alternate Director shall not be required to hold any qualification Shares but shall nevertheless be entitled to attend and speak at all general meetings of the Company and all meetings of any class of Shareholders of the Company.	Share qualification of Directors or alternate Directors
95	Subject to the Designated Stock Exchange Rules, the Directors shall receive such remuneration as the Board may from time to time determine.	Directors’ remuneration
96	The Directors shall also be entitled to be repaid all travelling, hotel and other expenses reasonably incurred by them respectively in or about the performance of their duties as Directors, including their expenses of travelling to and from Board meetings, committee meetings or general meetings or otherwise incurred whilst engaged on the business of the Company or in the discharge of their duties as Directors.	Directors’ expenses

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97	The Board may grant special remuneration to any Director who shall perform or has performed any special or extra services at the request of the Company. Such special remuneration may be made payable to such Director in addition to or in substitution for his ordinary remuneration as a Director, and may be made payable by way of salary, commission or participation in profits or otherwise as may be arranged.	Special remuneration
98	Notwithstanding Articles 95, 96 and 97, the remuneration of a Director appointed to any other office in the management of the Company may from time to time be fixed by the Board and may be by way of salary, commission, or participation in profits or otherwise or by all or any of those modes and with such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time decide. Such remuneration shall be in addition to his ordinary remuneration as a Director.	Remuneration of directors to any other office, etc.
99	Payments to any Director or past director of the Company of any sum by way of compensation for loss of office or as consideration for or in connection with his retirement from office (not being a payment to which the director of the Company or past director is contractually or statutorily entitled) must be approved by the Company in general meeting.	Payments for compensation for loss of office
100	A Director shall vacate his office:	When office of Director to be vacated

(a)	if he becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors generally; or
(b)	if he dies or becomes of unsound mind as determined pursuant to an order made by any competent court or official on the grounds that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs and the Board resolves that his office be vacated; or
(c)	if he absents himself from the meetings of the Board during a continuous period of six (6) months, without special leave of absence from the Board, and his alternate Director (if any) shall not during such period have attended in his stead, and the Board resolves that his office be vacated; or
(d)	if he becomes prohibited by any applicable law or Designated Stock Exchange Rules from acting as a Director, or he ceases to be a Director by virtue of any provision of any applicable law or Designated Stock Exchange Rules or is removed from office pursuant to these Articles; or
(e)	if by notice in writing delivered to the Company at its Registered Office or at the Head Office or tendered at a meeting of the Board he resigns his office; or
(f)	if he shall be removed from office by an Ordinary Resolution of the Company under Article 107; or
(g)	if he shall be removed from the office by notice in writing served on him signed by not less than ¾ in number (or if that is not a round number, the nearest lower round number) of the Directors (including himself) then in office.

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101 No Director shall be required to vacate office or be ineligible for re-election or re-appointment as a Director, and no person shall be ineligible for appointment as a Director by reason only of his having attained any particular age.

102	(a)	Subject to the Companies Act and to these Articles, no Director or intended Director shall be disqualified by his office from contracting with the Company either as vendor, purchaser or otherwise nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company with any person, company or partnership of or in which any Director shall be a member or otherwise interested be capable on that account of being avoided, nor shall any Director so contracting or being any member or so interested be liable to account to the Company for any profit so realized by any such contract or arrangement by reason only of such Director holding that office or the fiduciary relationship thereby established, provided that such Director shall, if his interest in such contract or arrangement is material, declare the nature of his interest at the earliest meeting of the Board at which it is practicable for him to do so, either specifically or by way of a general notice stating that, by reason of the facts specified in the notice, he is to be regarded as interested in any contracts of a specified description which may subsequently be made by the Company. Any such transaction that would reasonably be likely to affect a Director’s status as an “Independent Director”, or that would constitute a “related party transaction” as defined by Item 7.N of Form 20F promulgated by the SEC, shall require the approval of the Audit Committee.	Directors’ interests
	(b)	Any Director may continue to be or become a director or other officer or member of any other company in which the Company may be interested and (unless otherwise agreed between the Company and the Director) no such Director shall be liable to account to the Company or the Shareholders for any remuneration or other benefits received by him as a director or other officer or member of any such other company. The Directors may exercise the voting powers conferred by the shares in any other company held or owned by the Company, or exercisable by them as directors of such other company in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them as directors or other officers of such company) and any Director may vote in favour of the exercise of such voting rights in the manner aforesaid notwithstanding that he may be, or is about to be, appointed a director or other officer of such a company, and that as such he is or may become interested in the exercise of such voting rights in the manner aforesaid.

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(c)	A Director may hold any other office or place of profit with the Company (except that of Auditors) in conjunction with his office of Director for such period and upon such terms as the Board may determine, and may be paid such extra remuneration therefor (whether by way of salary, commission, participation in profit or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Articles.
(d)	A Director may act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm may be remunerated for professional services as if he were not a Director.
	Notwithstanding the foregoing, no “Independent Director” as defined in Designated Stock Exchange Rules or in Rule 10A-3 under the Exchange Act, and with respect of whom the Board has determined constitutes an “Independent Director” for purposes of compliance with applicable law or the Company’s listing requirements, shall without the consent of the Audit Committee take any of the foregoing actions or any other action that would reasonably be likely to affect such Director’s status as an “Independent Director” of the Company.

	APPOINTMENT OF DIRECTORS
103	The Company in general meeting may from time to time fix and may from time to time by Ordinary Resolution increase or reduce the maximum and minimum number of Directors but so that the number of Directors shall not be less than two (2).	Power of general meeting to increase or reduce number of Directors
104	Subject to the Articles and the Companies Act, the Company may from time to time in general meeting by Ordinary Resolution elect any person to be a Director either to fill a casual vacancy or as an additional Director.	Appointment of Directors
105	The Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an additional Director but so that the number of Directors so appointed shall not exceed the maximum number determined from time to time by the Shareholders in general meeting.
106	Unless otherwise provided by the rules of the Designated Stock Exchange, no person, other than a retiring Director, shall, unless recommended by the Board for election, be eligible for election to the office of Director at any general meeting.
107	Subject to any provision to the contrary in these Articles, the Shareholders may by Ordinary Resolution remove any Director before the expiration of his term of office notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim which such Director may have for damages for any breach of any contract between him and the Company) and may by Ordinary Resolution elect another person in his stead.	Power to remove Director by Ordinary Resolution
	BORROWING POWERS
108	The Board may from time to time at its discretion exercise all the powers of the Company to raise or borrow or to secure the payment of any sum or sums of money for the purposes of the Company and to mortgage or charge its undertaking, property and uncalled capital or any part thereof.	Power to borrow
109	The Board may raise or secure the payment or repayment of such sum or sums in such manner and upon such terms and conditions in all respects as it thinks fit and in particular but subject to the provisions of the Companies Act, by the issue of debentures, debenture stock, bonds or other securities of the Company, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.	Conditions on which money may be borrowed

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110	Debentures, debenture stock, bonds and other securities (other than Shares which are not fully paid) may be made assignable free from any equities between the Company and the person to whom the same may be issued.	Assignment of debentures etc.
111	Any debentures, debenture stock, bonds or other securities (other than Shares) may be issued at a discount, premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment or subscription of or conversion into Shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise.	Special privileges of debentures etc.
112	The Directors shall cause a proper register to be kept, in accordance with the provisions of the Companies Act, of all mortgages and charges specifically affecting the property of the Company and shall duly comply with such provisions of the Companies Act with regard to the registration of mortgages and charges as may be specified or required.	Register of charges to be kept
113	If the Company issues a series of debentures or debenture stock not transferable by delivery, the Board shall cause a proper register to be kept of the holders of such debentures.	Register of debentures or debenture stock
114	Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the Shareholders or otherwise, to obtain priority over such prior charge.	Mortgage of uncalled capital
	GENERAL POWERS OF THE DIRECTORS
115	The business of the Company shall be managed and conducted by the Board who, in addition to the powers and authorities by these Articles expressly conferred upon it, may exercise all powers of the Company (whether relating to the management of the business of the Company or otherwise) and do all such acts and things as may be exercised or done or approved by the Company and are not hereby or by the Statutes expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the Companies Act and of these Articles and to any regulations from time to time made by the Company in general meeting not being inconsistent with such provisions or these Articles, provided that no regulation so made shall invalidate any prior act of the Board which would have been valid if such regulation had not been made. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Board by any other Article.	General powers of Company vested in Directors
116	Without prejudice to the general powers conferred by these Articles, it is hereby expressly declared that the Board shall have the following powers:

(a)	to give to any person the right or option of requiring at a future date that an allotment shall be made to him of any Share at par or at such premium and on such other terms as may be agreed; and
(b)	to give to any Directors, officers or employees of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration.

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117	The Board may, from time to time, and except as required by applicable law or the Designated Stock Exchange Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives, which shall be intended to set forth the policies of the Company and the Board on various corporate governance related matters as the Board shall determine by resolution from time to time.
	CHAIRMAN AND OTHER OFFICERS
118	The Board may from time to time elect or otherwise appoint one of them to the office of chairman of the Company and another to be the vice chairman of the Company (or two or more vice chairmen) and determine the period for which each of them is to hold office. The chairman of the Company or, in his absence, the vice chairman of the Company shall preside as chairman at meetings of the Board, but if no such chairman or vice chairman be elected or appointed, or if at any meeting the chairman or vice chairman is not present within five (5) minutes after the time appointed for holding the same and willing to act, the Directors present shall choose one of their number to be chairman of such meeting. The provisions of Article 98 shall mutatis mutandis apply to any Directors elected or otherwise appointed to any office in accordance with the provisions of this Article.	chairman, vice chairman and officers
	PROCEEDINGS OF THE DIRECTORS
119	The Board may meet together for the despatch of business, adjourn and otherwise regulate its meetings and proceedings as it thinks fit and may determine the quorum necessary for the transaction of business. The quorum necessary for the transaction of the business of the Board may be fixed by the Board, and unless so fixed shall be equal to a majority of the Directors then holding office if there are two or more Directors, and shall be one if there is only one Director. For the purpose of this Article an alternate Director shall be counted in a quorum separately in respect of himself (if a Director) and in respect of each Director for whom he is an alternate and his voting rights shall be cumulative and he need not use all his votes or cast all his votes in the same way. A meeting of the Board or any committee of the Board may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.	Meeting of Directors, quorum, etc.
120	A Director may, and on the request of a Director the Secretary shall, at any time summon a meeting of the Board which may be held in any part of the world, but no such meeting shall be summoned to be held outside the territory in which the Head Office is for the time being situate without the prior approval of the Board. Notice thereof shall be given to each Director and alternate Director in person orally or in writing or by telephone or by telex or telegram or facsimile transmission at the telephone or facsimile number or address from time to time notified to the Company by such Director or in such other manner as the Board may from time to time determine. A Director absent or intending to be absent from the territory in which the Head Office is for the time being situate may request the Board or the Secretary that notices of Board meetings shall during his absence be sent in writing to him at his last known address, facsimile or telex number or any other address, facsimile or telex number given by him to the Company for this purpose, but such notices need not be given any earlier than notices given to the other Directors not so absent and in the absence of any such request it shall not be necessary to give notice of a Board meeting to any Director who is for the time being absent from such territory.	Convening of Meetings of Directors

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121	Subject to Article 102, questions arising at any meeting of the Board shall be decided by a majority of votes, and in case of an equality of votes the chairman of the meeting shall have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote.	How questions to be decided
122	A meeting of the Board for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under these Articles for the time being vested in or exercisable by the Board generally.	Powers of meeting

123	(a)	Subject to applicable law and the Designated Stock Exchange Rules, the Board may delegate any of their powers to any committee (including, without limitation, an Audit Committee, Compensation Committee or Remuneration Committee and Nomination Committee), consisting of one or more Directors. They may also delegate to any managing Director or any Director holding any other office such of their powers as they consider desirable to be exercised by him. Any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of its own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two (2) or more Members shall be governed by the provisions of the Articles regulating the proceedings of Directors so far as they are capable of applying. Where a provision of the Articles refers to the exercise of a power, authority or discretion by the Directors and that power, authority or discretion has been delegated by the Directors to a committee, the provision shall be construed as permitting the exercise of the power, authority or discretion by the committee.	Power to appoint committee and to delegate
	(b)	The Board may delegate any of its powers to any other committees consisting of such Director or Directors and other person(s) as it thinks fit, and they may from time to time revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes, but every committee so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed upon it by the Board.

124 All acts done by any such committee in conformity with such regulations and in fulfilment of the purposes for which it is appointed, but not otherwise, shall have the like force and effect as if done by the Board, and the Board (or if the Board delegates such power, the committee) shall have power to remunerate the members of any special committee, and charge such remuneration to the current expenses of the Company. Act of committee to be of same effect as acts of Directors

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125	The meetings and proceedings of any such committee consisting of two (2) or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto and are not replaced by any regulations imposed by the Board pursuant to Article 123, indicating, without limitation, any committee charter adopted by the Board for purposes or in respect of any such committee.	Proceedings of committee
126	All acts bona fide done by any meeting of the Board or by any such committee or by any person acting as a Director shall, notwithstanding that it shall be afterwards discovered that there was some defect in the appointment of such Director or persons acting as aforesaid or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or member of such committee.	When acts of Directors or committee to be valid
127	The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of the Board meeting, the continuing Director or Directors may act for the purpose of increasing the number of Directors to that number of the necessary quorum or of summoning a general meeting of the Company but for no other purpose.	Directors’ powers when vacancies exist

128	(a)	A resolution in writing signed by all the Directors (or their respective alternate Directors) shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held. Any such resolutions in writing may consist of several documents in like form each signed by one or more of the Directors or alternate Directors.	Directors’ written resolutions
	(b)	Where a Director is, on the date on which a resolution in writing is last signed by a Director, absent from the territory in which the Head Office is for the time being situated, or cannot be contacted at his last known address or contact telephone or facsimile number, or is temporarily unable to act through ill-health or disability and, in each case, his alternate (if any) is affected by any of these events, the signature of such Director (or his alternate) to the resolution shall not be required, and the resolution in writing, so long as such a resolution shall have been signed by at least two (2) Directors or their respective alternates who are entitled to vote thereon or such number of Directors as shall form a quorum, shall be deemed to have been passed at a meeting of the Board duly convened and held, provided that a copy of such resolution has been given or the contents thereof communicated to all the Directors (or their respective alternates) for the time being entitled to receive notices of meetings of the Board at their respective last known address, telephone or facsimile number or, if none, at the Head Office and provided further that no Director is aware of or has received from any Director any objection to the resolution.
	(c)	A certificate signed by a Director (who may be one of the signatories to the relevant resolution in writing) or the Secretary as to any of the matters referred to in paragraph (a) or (b) of this Article shall in the absence of express notice to the contrary of the person relying thereon, be conclusive of the matters stated on such certificate.

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	MINUTES AND CORPORATE RECORDS
129	(a)	The Board shall cause minutes to be made of:		Minutes of proceedings of meetings and Directors
		(i)	all appointments of officers made by it;
		(ii)	the names of the Directors present at each meeting of the Board and of committees appointed pursuant to Article 123; and
		(iii)	all resolutions and proceedings at all meetings of the Company and of the Board and of such committees.
	(b)		Any such minutes shall be conclusive evidence of any such proceedings if they purport to be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting.

	SECRETARY
130	The Secretary shall be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit, and any Secretary so appointed may, without prejudice to his right under any contract with the Company, be removed by the Board. Anything by the Companies Act or these Articles required or authorised to be done by or to the Secretary, if the office is vacant or there is for any other reason no Secretary capable of acting, may be done by or to any assistant or deputy Secretary, or if there is no assistant or deputy Secretary capable of acting, by or to any officer of the Company authorised generally or specifically on behalf of the Board.	Appointment of Secretary
131	The Secretary shall attend all meetings of the Shareholders and shall keep correct minutes of such meetings and enter the same in the proper books provided for the purpose. He shall perform such other duties as are prescribed by the Companies Act and these Articles, together with such other duties as may from time to time be prescribed by the Board.	Duties of the Secretary
132	A provision of the Companies Act or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of the Secretary.	Same person not to act in two capacities at once

	GENERAL MANAGEMENT AND USE OF THE SEAL
133	(a)	Subject to the Companies Act, the Company shall have one or more Seals as the Board may determine, and may have a Seal for use outside the Cayman Islands. The Board shall provide for the safe custody of each Seal, and no Seal shall be used without the authority of the Board or a committee authorised by the Board in that behalf.	Custody of Seal
	(b)	Every instrument to which a Seal shall be affixed shall be signed autographically by one Director and the Secretary, or by two (2) Directors, or by any person or persons (including a Director and/or the Secretary) appointed by the Board for the purpose, provided that as regards any certificates for Shares or Debentures or other securities of the Company, the Board may by resolution determine that such signatures or either of them shall be dispensed with or affixed by some method or system of mechanical signature other than autographic or may be printed thereon as specified in such resolution or that such certificates need not be signed by any person.	Use of Seal

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(c) The Company may have a Securities Seal for use for sealing certificates for shares or other securities issued by the Company and no signature of any Director, officer or other person and no mechanical reproduction thereof shall be required on any such certificates or other document and any such certificates or other document to which such Securities Seal is affixed shall be valid and deemed to have been sealed and executed with the authority of the Board notwithstanding the absence of any such signature or mechanical reproduction as aforesaid. The Board may by resolution determine that the affixation of Securities Seal on certificates for shares or other securities issued by the Company be dispensed with or be affixed by printing the image of the Securities Seal on such certificates. Securities Seal

134 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine. The Company’s banking accounts shall be kept with such banker or bankers as the Board shall from time to time determine. Cheques and banking arrangements

135	(a)	The Board may from time to time and at any time, by power of attorney under the Seal, appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.	Power to appoint attorney
	(b)	The Company may, by writing under its Seal, empower any person, either generally or in respect of any specified matter, as its attorney to execute deeds and instruments on its behalf and to enter into contracts and sign the same on its behalf and every deed signed by such attorney on behalf of the Company and under his seal shall bind the Company and have the same effect as if it were under the Seal duly affixed by the Company.	Execution of deeds by attorney

136 The Board may establish an Audit Committee, a Compensation Committee or Remuneration Committee and a Nomination Committee and, if such committees are established, it shall adopt formal written charters for such committees and review and assess the adequacy of such formal written charters on an annual basis. Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth in these Articles and shall have such powers as the Board may delegate pursuant to Article 123(a). Each of the Audit Committee, the Compensation Committee or the Remuneration Committee and the Nomination Committee, if established, shall consist of such number of directors as the Board shall from time to time determine (or such minimum number as may be required from time to time by any Designated Stock Exchange). For so long as any class of Shares are listed on a Designated Stock Exchange, the Compensation Committee or the Remuneration Committee and the Nomination Committee shall be made up of such number of Independent Directors as required from time to time by any rules of the Designated Stock Exchange or otherwise required by applicable law. Compensation Committee, Remuneration Committee, Nomination Committee

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137	The Board may establish any committees, regional or local boards or agencies for managing any of the affairs of the Company in any place, and may appoint any persons to be members of such committees, regional or local boards or agencies and may fix their remuneration (either by way of salary or by commission or by conferring the right to participation in the profits of the Company or by a combination of two (2) or more of these modes) and pay the working expenses of any staff employed by them upon the business of the Company. The Board may delegate to any committee, regional or local board or agent any of the powers, authorities and discretions vested in the Board (other than its powers to make calls and forfeit Shares), with power to sub-delegate, and may authorise the members of any regional or local board or any of them to fill any vacancies therein and to act notwithstanding vacancies, and any such appointment or delegation may be upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.	Regional or local boards
138	The Board may establish and maintain or procure the establishment and maintenance of any contributory or non-contributory pension or superannuation funds or personal pension plans for the benefit of, or give or procure the giving of donations, gratuities, pensions, allowances or emoluments to, any persons who are or were at any time in the employment or service of the Company, or of any company which is a subsidiary of the Company, or is allied or associated with the Company or with any such subsidiary company, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid, and holding or who have held any salaried employment or office in the Company or such other company, and the spouses, widows, widowers, families and dependants of any such persons. The Board may also establish and subsidise or subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well-being of the Company or of any such other company as aforesaid or of any such persons as aforesaid, and may make payments for or towards the insurance of any such persons as aforesaid, and subscribe or guarantee money for charitable or benevolent objects or for any exhibition or for any public, general or useful object. The Board may do any of the matters aforesaid, either alone or in conjunction with any such other company as aforesaid. Any Director holding any such employment or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension, allowance or employment.	Power to establish pension funds

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	AUTHENTICATION OF DOCUMENTS
139	(a)	Any Director or the Secretary or other authorised officer of the Company shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies of extracts; and where any books, records, documents or accounts are elsewhere than at the Registered Office or the Head Office, the local manager or such other officer of the Company having the custody thereof shall be deemed to be the authorised officer of the Company as aforesaid.	Power to authenticate
	(b)	A document purporting to be a document so authenticated or a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Board or any local board or committee, or of any books, records, documents or accounts or extracts therefrom as aforesaid, and which is certified as aforesaid, shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that the document authenticated (or, if this be authenticated as aforesaid, the matter so authenticated) is authentic or, as the case may be, that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting or, as the case may be, that the copies of such books, records, documents or accounts were true copies of their originals or as the case may be, the extracts of such books, records, documents or accounts are true and accurate records of the books, records, documents or accounts from which they were extracted.
		CAPITALISATION OF RESERVES
140	(a)	The Board may resolve to capitalise any sum standing to the credit of any of the Company’s reserve accounts which are available for distribution (including its share premium account and capital redemption reserve fund, subject to the Companies Act) and to appropriate such sums to the holders of Shares on the Register at the close of business on the date of the relevant resolution (or such other date as may be specified therein or determined as provided therein) in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of Dividend and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid.	Power to capitalise

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	(b)	Subject to the Companies Act, whenever such a resolution as aforesaid shall have been passed, the Board shall make all appropriations and applications of the reserves or profits and undivided profits resolved to be capitalised thereby, and attend to all allotments and issues of fully paid Shares, debentures, or other securities and generally shall do all acts and things required to give effect thereto. For the purpose of giving effect to any resolution under this Article, the Board may settle any difficulty which may arise in regard to a capitalisation issue as it thinks fit, and in particular may disregard fractional entitlements or round the same up or down and may determine that cash payments shall be made to any Shareholders in lieu of fractional entitlements or that fractions of such value as the Board may determine may be disregarded in order to adjust the rights of all parties or that fractional entitlements shall be aggregated and sold and the benefit shall accrue to the Company rather than to the Shareholders concerned, and no Shareholders who are affected thereby shall be deemed to be, and they shall be deemed not to be, a separate class of Shareholders by reason only of the exercise of this power. The Board may authorise any person to enter on behalf of all Shareholders interested in a capitalisation issue any agreement with the Company or other(s) providing for such capitalisation and matters in connection therewith and any agreement made under such authority shall be effective and binding upon all concerned. Without limiting the generality of the foregoing, any such agreement may provide for the acceptance by such persons of the Shares, debentures or other securities to be allotted and distributed to them respectively in satisfaction of their claims in respect of the sum so capitalised.	Effect of resolution to capitalise
	(c)	The provisions of paragraph (e) of Article 147 shall apply to the power of the Company to capitalise under this Article as it applies to the grant of election thereunder mutatis mutandis and no Shareholder who may be affected thereby shall be, and they shall be deemed not to be, a separate class of Shareholders by reason only of the exercise of this power.
	DIVIDENDS AND RESERVES
141		Subject to the Companies Act and these Articles, the Company in general meeting may declare Dividends in any currency but no Dividends shall exceed the amount recommended by the Board.	Power to declare dividends

142	(a)	The Board may subject to Article 143 from time to time pay to the Shareholders such interim Dividends as appear to the Board to be justified by the financial conditions and the profits of the Company and, in particular but without prejudice to the generality of the foregoing, if at any time the share capital of the Company is divided into different classes, the Board may pay such interim Dividends in respect of those Shares in the capital of the Company which confer to the holders thereof deferred or non-preferential rights as well as in respect of those Shares which confer on the holders thereof preferential rights with regard to Dividend and provided that the Board acts bona fide it shall not incur any responsibility to the holders of Shares conferring any preference for any damage that they may suffer by reason of the payment of an interim Dividend on any Shares having deferred or non-preferential rights.	Board’s power to pay interim dividends
	(b)	The Board may also pay half-yearly or at other suitable intervals to be settled by it any Dividend which may be payable at a fixed rate if the Board is of the opinion that the financial conditions and the profits of the Company justify the payment.
	(c)	The Board may in addition from time to time declare and pay special Dividends of such amounts and on such dates and out of such distributable funds of the Company as it thinks fit, and the provisions of paragraph (a) of this Article as regards the power and exemption from liability of the Board as relate to the declaration and payment of interim Dividends shall apply, mutatis mutandis, to the declaration and payment of any such special Dividends.

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143.	(a)	No Dividend shall be declared or paid or shall be made otherwise than in accordance with the Companies Act.	Dividends not to be paid out of capital
	(b)	Subject to the provisions of the Companies Act but without prejudice to paragraph (a) of this Article, where any asset, business or property is bought by the Company as from a past date (whether such date be before or after the incorporation of the Company) the profits and losses thereof as from such date may at the discretion of the Board in whole or in part be carried to revenue account and treated for all purposes as profits or losses of the Company, and be available for Dividend accordingly. Subject as aforesaid, if any Shares or securities are purchased cum Dividend or interest, such Dividend or interest may at the discretion of the Board be treated as revenue, and it shall not be obligatory to capitalise the same or any part thereof or to apply the same towards reduction of or writing down the book cost of the asset, business or property acquired.
	(c)	Subject to paragraph (d) of this Article all Dividends and other distributions in respect of Shares shall be stated and discharged, in the case of Shares denominated in any currency, in such currency, provided that the Board may determine in the case of any distribution that Shareholders may elect to receive the same in any other currency selected by the Board, converted at such rate of exchange as the Board may determine.
	(d)	If, in the opinion of the Board, any Dividend or other distribution in respect of Shares or any other payment to be made by the Company to any Shareholder is of such a small amount as to make payment to that Shareholder in the relevant currency impracticable or unduly expensive either for the Company or the Shareholder then such Dividend or other distribution or other payment may, at the absolute discretion of the Board, be, if this be practicable, converted at such rate of exchange as the Board may determine and paid or made in the currency of the country of the relevant Shareholder (as indicated by the address of such Shareholder on the Register).

144	Notice of the declaration of an interim Dividend shall be given in such manner as the Board shall determine.	Notice of interim dividend
145	No Dividend or other moneys payable on or in respect of a Share shall bear interest as against the Company.	No interest on dividend

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146 Whenever the Board or the Company in general meeting has resolved that a Dividend be paid or declared, the Board may further resolve that such Dividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe securities of any other company, or in any one or more of such ways, with or without offering any rights to Shareholders to elect to receive such Dividend in cash, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any Shareholders upon the footing of the value so fixed in order to adjust the rights of all parties and may determine that fractional entitlements shall be aggregated and sold and the benefit shall accrue to the Company rather than to the Shareholders concerned, and may vest any such specific assets in trustees as may seem expedient to the Board and may authorise any person to sign any requisite instruments of transfer and other documents on behalf of all Shareholders interested in the Dividend and such instrument and document shall be effective. The Board may further authorise any person to enter into on behalf of all Shareholders having an interest in any agreement with the Company or other(s) providing for such Dividend and matters in connection therewith and any such agreement made under such authority shall be effective. The Board may resolve that no such assets shall be made available or made to Shareholders with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable or the legality or practicality of which may be time consuming or expensive to ascertain whether in absolute terms or in relation to the value of the holding of Shares of the Shareholder concerned and in any such event the only entitlement of the Shareholders aforesaid shall be to receive cash payments as aforesaid. Shareholders affected as a result of exercise by the Board of its discretion under this Article shall not be, and shall be deemed not to be, a separate class of Shareholders for any purposes whatsoever. Dividend in specie

147	(a)	Whenever the Board or the Company in general meeting has resolved that a Dividend be paid or declared on any class of the share capital of the Company, the Board may further resolve, either:			Scrip dividend
		(i)	that such Dividend be satisfied wholly or in part in the form of an allotment of Shares credited as fully paid on the basis that the Shares so allotted shall be of the same class or classes as the class or classes already held by the allottee, provided that the Shareholders entitled thereto will be entitled to elect to receive such Dividend (or part thereof) in cash in lieu of such allotment. In such case, the following provisions shall apply:
			(A)	the basis of any such allotment shall be determined by the Board;
			(B)	the Board, after determining the basis of allotment, shall give not less than ten (10) clear days’ notice in writing to the Shareholders of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

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		(C)	the right of election may be exercised in respect of the whole or part of that portion of the Dividend in respect of which the right of election has been accorded; and
		(D)	Dividend (or that part of the Dividend to be satisfied by the allotment of Shares as aforesaid) shall not be payable in cash in respect whereof the cash election has not been duly exercised (the “non-elected Shares”) and in lieu and in satisfaction thereof Shares shall be allotted credited as fully paid to the holders of the non-elected Shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company or any part of any of the Company’s reserve accounts (including any special account, or share premium account (if there be any such reserve)) as the Board may determine, a sum equal to the aggregate nominal amount of the Shares to be allotted on such basis and apply the same in paying up in full the appropriate number of Shares for allotment and distribution to and amongst the holders of the non-elected Shares on such basis;
or
	(ii)	that Shareholders entitled to such Dividend will be entitled to elect to receive an allotment of Shares credited as fully paid in lieu of the whole or such part of the Dividend as the Board may think fit on the basis that the Shares so allotted shall be of the same class or classes as the class or classes of Shares already held by the allottee. In such case, the following provisions shall apply:
		(A)	the basis of any such allotment shall be determined by the Board;
		(B)	the Board, after determining the basis of allotment, shall give not less than ten (10) clear days’ notice in writing to the Shareholders of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
		(C)	the right of election may be exercised in respect of the whole or part of that portion of the Dividend in respect of which the right of election has been accorded; and

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		(D)	the Dividend (or that part of the Dividend in respect of which a right of election has been accorded) shall not be payable on Shares in respect whereof the Share election has been duly exercised (the “elected Shares”) and in lieu thereof Shares shall be allotted credited as fully paid to the holders of the elected Shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company or any part of any of the Company’s reserve accounts (including any special account, contributed surplus account, share premium account and capital redemption reserve fund (if there be any such reserve)) as the Board may determine, a sum equal to the aggregate nominal amount of the Shares to be allotted on such basis and apply the same in paying up in full the appropriate number of Shares for allotment and distribution to and amongst the holders of the elected Shares on such basis.
(b)	The Shares allotted pursuant to the provisions of paragraph (a) of this Article shall rank pari passu in all respects with the Shares then in issue and held by the allottee in respect of which they were allotted, save only as regards participation:
		(i)	in the relevant Dividend (or the right to receive or to elect to receive an allotment of Shares in lieu thereof as aforesaid); or
		(ii)	in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant Dividend unless, contemporaneously with the announcement by the Board of its proposal to apply the provisions of sub-paragraph (i) or (ii) of paragraph (a) of this Article in relation to the relevant Dividend or contemporaneously with its announcement of the distribution, bonus or rights in question, the Board shall have specified that the Shares to be allotted pursuant to the provisions of paragraph (a) of this Article shall rank for participation in such distribution, bonus or rights.
(c)	The Board may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the provisions of paragraph (a) of this Article with full power to the Board to make such provisions as it thinks fit in the case of Shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the Shareholders concerned), and no Shareholders who will be affected thereby shall be, and they shall be deemed not to be, a separate class of Shareholders by reason only of the exercise of this power. The Board may authorise any person to enter into on behalf of all Shareholders interested, an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned.
(d)	The Company may upon the recommendation of the Board by Ordinary Resolution resolve in respect of any one particular Dividend that notwithstanding the provisions of paragraph (a) of this Article a Dividend may be satisfied wholly in the form of an allotment of Shares credited as fully paid without offering any right to Shareholders to elect to receive such Dividend in cash in lieu of such allotment.

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(e)

The Board may on any occasion determine that rights of election and the allotment of Shares under paragraph (a) of this Article shall not be made available or made to any Shareholders with registered addresses in any territory where in the absence of a registration statement or other special formalities the circulation of an offer of such rights of election or the allotment of Shares would or might be unlawful or impracticable or the legality or practicability of which may be time consuming or expensive to ascertain whether in absolute terms or in relation to the value of the holding of Shares of the Shareholder concerned, and in such event the provisions aforesaid shall be read and construed subject to such determination and no Shareholder who may be affected by any such determination shall be, and they shall be deemed not to be, a separate class of Shareholders for any purposes whatsoever.

(f)

Subject to the Designated Stock Exchange Rules, any resolution declaring a Dividend or other distribution on Shares of any class, whether a resolution of the Company in general meeting or a resolution of the Board, may specify that the same shall be payable or made to the persons registered as the holder of such Shares at the close of business on a particular date or at a particular time on a particular date, and thereupon the Dividend or other distribution shall be payable or made to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such Dividend or other distribution between the transferors and transferees of any such Shares. The provisions of this Article shall mutatis mutandis apply to determining the Shareholders entitled to receive notice and vote at any general meeting of the Company, bonuses, capitalisation issues, distributions of realised and unrealised capital profits or other distributable reserves or accounts of the Company and offers or grants made by the Company to the Shareholders.

148 The Board may, before recommending any Dividend, set aside out of the profits of the Company such sums as it thinks fit as a reserve or reserves which shall, at the absolute discretion of the Board, be applicable for meeting claims on or liabilities of the Company or contingencies or for equalising Dividends or for any other purpose to which the profits of the Company may be properly applied, and pending such application may, at the like absolute discretion, either be employed in the business of the Company or be invested in such investments (other than Shares) as the Board may from time to time think fit, and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company. The Board may also without placing the same to reserve, carry forward any profits which it may think prudent not to distribute by way of Dividend. Reserves

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149 Unless and to the extent that the rights attached to any Shares or the terms of issue thereof otherwise provide, all Dividends shall (as regards any Shares not fully paid throughout the period in respect of which the Dividend is paid) be apportioned and paid pro rata according to the amounts paid or credited as paid on the Shares during any portion or portions of the period in respect of which the Dividend is paid. For the purposes of this Article no amount paid on a Share in advance of calls pursuant to Article 35 shall be treated as paid on the Share. Dividends to be paid in proportion to paid up capital

150	(a)	The Board may retain any Dividends or other moneys payable on or in respect of a Share upon which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.	Retention of dividends, etc.
	(b)	The Board may deduct from any Dividend or other money payable to any Shareholder all sums of money (if any) presently payable by him to the Company on account of calls, instalments or otherwise.	Deduction of debts

151	Any general meeting sanctioning a Dividend may make a call on the Shareholders of such amount as the meeting fixes, but so that the call on each Shareholder shall not exceed the Dividend payable to him, and so that the call shall be made payable at the same time as the Dividend, and the Dividend may, if so arranged between the Company and the Shareholder, be set off against the call.	Dividend and call together
152	A transfer of Shares shall not, as against the Company but without prejudice to the rights of the transferor and transferee inter se, pass the right to any Dividend or bonus declared thereon before the registration of the transfer.	Effect of transfer
153	If two (2) or more persons are registered as joint holders of any Share, any one of such persons may give effectual receipts for any Dividends and other moneys payable and bonuses, rights and other distributions in respect of such Shares.	Receipt for dividends by joint holders of share
154	Unless otherwise directed by the Board, any Dividend or other moneys payable or bonuses, rights or other distributions in respect of any Share may be paid or satisfied by cheque or warrant or certificate or other documents or evidence of title sent through the post to the registered address of the Shareholder entitled, or, in the case of joint holders, to the registered address of that one whose name stands first in the Register in respect of the joint holding or to such person and to such address as the holder or joint holders may in writing direct. Every cheque, warrant, certificate or other document or evidence of title so sent shall be made payable to the order of the person to whom it is sent or, in the case of certificates or other documents or evidence of title as aforesaid, in favour of the Shareholder(s) entitled thereto, and the payment on any such cheque or warrant by the banker upon whom it is drawn shall operate as a good discharge to the Company in respect of the Dividend and/or other moneys represented thereby, notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged. Every such cheque, warrant, certificate or other document or evidence of title as aforesaid shall be sent at the risk of the person entitled to the Dividend, money, bonus, rights and other distributions represented thereby.	Payment by post

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155	All Dividends, bonuses or other distributions or the proceeds of the realisation of any of the foregoing unclaimed for one (1) year after having been declared by the Company until claimed and, notwithstanding any entry in any books of the Company may be invested or otherwise made use of by the Board for the benefit of the Company or otherwise howsoever, and the Company shall not be constituted a trustee in respect thereof. All Dividends, bonuses or other distributions or the proceeds of the realisation of any of the foregoing unclaimed for six (6) years after having been declared may be forfeited by the Board and, upon such forfeiture, shall revert to the Company and, in the case where any of the same are securities of the Company, may be re-allotted or re-issued for such consideration as the Board thinks fit and the proceeds thereof shall accrue to the benefit of the Company absolutely.	Unclaimed Dividend
	RECORD DATE

156	(a)	For the purpose of determining Shareholders entitled to notice of, or to vote at any meeting of Shareholders or any adjournment thereof, or Shareholders entitled to receive payment of any dividend or other distribution, or in order to make a determination of Shareholders for any other purpose, the Directors may provide that the Register shall be closed for transfers for a stated period which shall not in any case exceed sixty (60) clear days. If the Register shall be so closed for the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders, the Register shall be so closed for at least ten (10) clear days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register.	Record Date
	(b)	In lieu of, or apart from, closing the Register, the Directors may fix in advance or arrears a date as the record date for any such determination of Shareholders entitled to notice of, or to vote at any meeting of the Shareholders or any adjournment thereof, or for the purpose of determining the Shareholders entitled to receive payment of any dividend or other distribution, or in order to make a determination of Shareholders for any other purpose.
	(c)	If the Register is not so closed and no record date is fixed for the determination of Shareholders entitled to notice of, or to vote at, a meeting of Shareholders or Shareholders entitled to receive payment of a dividend or other distribution, the date on which notice of the meeting is sent or posted or the date on which the resolution of the Directors resolving to pay such dividend or other distribution is passed, as the case may be, shall be the record date for such determination of Shareholders. When a determination of Shareholders entitled to vote at any meeting of Shareholders has been made as provided in this Article, such determination shall apply to any adjournment thereof.

	ANNUAL RETURNS
157	The Board shall make or cause to be made such annual or other returns or filings as may be required to be made in accordance with the Companies Act.	Annual Returns
	ACCOUNTS
158	The Board shall cause proper books of account to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipts and expenditure take place; and of the assets and liabilities of the Company and of all other matters required by the Companies Act necessary to give a true and fair view of the state of the Company’s affairs and to show and explain its transactions. The financial year end of the Company shall be 31 December in each calendar year or as otherwise determined by the Board.	Accounts to be kept

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159	The books of account shall be kept at the Head Office or at such other place or places as the Board thinks fit and shall always be open to the inspection of the Directors.	Where accounts to be kept
160	No Shareholder (not being a Director) or other person shall have any right of inspecting any account or book or document of the Company except as conferred by the Companies Act or ordered by a court of competent jurisdiction or authorised by the Board or the Company in general meeting.	Inspection by shareholders

161	(a)	The Board shall from time to time cause to be prepared and laid before the Company at its annual general meeting profit and loss accounts and balance sheets of the Company and such other reports and documents as may be required by law and the Designated Stock Exchange Rules. The accounts of the Company shall be prepared and audited based on the generally accepted accounting principles, the International Accounting Standards, or such other standards as may be permitted by the Designated Stock Exchange.	Annual profit and loss account and balance sheet
	(b)	Subject to paragraph (c) below, every balance sheet of the Company shall be signed on behalf of the Board by two (2) of the Directors and a copy of every balance sheet (including every document required by law to be comprised therein or annexed thereto) and profit and loss account which is to be laid before the Company at its annual general meeting held in accordance with these Article, together with a copy of the Directors’ report and a copy of the Auditors’ report thereon, shall, not less than ten (10) clear days before the date of the meeting be delivered or sent by post to every Shareholder and every Debenture Holder of the Company and every other person entitled to receive notices of general meetings of the Company under the provisions of these Articles, provided that this Article shall not require a copy of those documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of any Shares or Debentures, but any Shareholder or Debenture Holder to whom a copy of those documents has not been sent shall be entitled to receive a copy free of charge on application at the Head Office or the Registered Office. If all or any of the Shares or Debentures or other securities of the Company shall for the time being be (with the consent of the Company) listed or dealt in on any stock exchange or market, there shall be forwarded to such stock exchange or market such number of copies of such documents as may for the time being be required under its regulations or practice.	Annual report of Directors and balance sheet to be sent to shareholders
	(c)	Subject to the Designated Stock Exchange Rules, the Company may send summarised financial statements to Shareholders who has, in accordance with the Designated Stock Exchange Rules, consented and elected to receive summarised financial statements instead of the full financial statements. The summarised financial statements must be accompanied by any other documents as may be required under the Designated Stock Exchange Rules and must be sent to the Shareholders not less than ten (10) clear days before the general meeting to those Shareholders that have consented and elected to receive the summarised financial statements.

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AUDITORS

162	(a)	Subject to applicable law and rules of the Designated Stock Exchange, the Board shall appoint an Auditor to audit the accounts of the Company and such Auditor shall hold office until the Board appoints another Auditor. Such Auditor may be a Shareholder but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an Auditor. The remuneration of the Auditor shall be fixed by the Board. If the office of Auditor becomes vacant by the resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy and determine the remuneration of such Auditor.	Appointment of Auditors
	(b)	The Shareholders may by Ordinary Resolution appoint one or more firms of Auditors to hold office until the conclusion of the next annual general meeting on such terms and with such duties as may be agreed with the Board, but if an appointment is not made, the Auditors in office shall continue in office until a successor is appointed. A Director, officer or employee of any such Director, officer or employee shall not be appointed Auditors of the Company. The Board may fill any casual vacancy in the office of Auditors, but while any such vacancy continues the surviving or continuing Auditors (if any) may act. The remuneration of the Auditors shall be fixed by the Shareholders in general meeting by Ordinary Resolution or in such manner as the Shareholders may determine.
	(c)	The Board may remove the Auditor at any time before the expiration of his term of office and may by resolution appoint another Auditor in his stead.

163	The Auditors of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information as may be necessary for the performance of his or their duties. Subject to the Companies Act, the Auditors shall audit every balance sheet and profit and loss account of the Company in each year and prepare an Auditors’ report thereon to be annexed thereto. Such report shall be laid before the Company in the annual general meeting.	Auditors to have right of access to books and accounts
164	No person other than the retiring Auditors shall be appointed as Auditors at an annual general meeting unless notice of an intention to nominate that person to the office of Auditors has been given to the Company not less than fourteen (14) clear days before the annual general meeting, and the Company shall send a copy of any such notice to the retiring Auditors and shall give notice thereof to the Shareholders not less than seven (7) days before the annual general meeting provided that the above requirement for sending a copy of such notice to the retiring Auditors may be waived by notice in writing by the retiring Auditors to the Secretary.	Appointment of Auditors other than retiring Auditors

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165	All acts done by any person acting as Auditors shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in their appointment or that they were at the time of their appointment not qualified for appointment or subsequently became disqualified.	Defect of appointment
	NOTICES

166	(a)	Except where otherwise expressly stated, any notice or document to be given to or by any person pursuant to these Articles shall be in writing or, to the extent permitted by the Companies Act and the Designated Stock Exchange Rules from time to time and subject to this Article, contained in an electronic communication. A notice calling a meeting of the Board need not be in writing.	Service of notices
	(b)	Except where otherwise expressly stated, any notice or document to be given to or by any person pursuant to these Articles may be served on or delivered to any Shareholder either personally or by sending it through the post in a prepaid envelope or wrapper addressed to such Shareholder at his registered address as appearing in the register or by leaving it at that address addressed to the Shareholder or by any other means authorised in writing by the Shareholder concerned or (other than share certificate) by publishing it by way of advertisement in the appropriate newspapers in accordance with the requirements of the Designated Stock Exchange. In case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the register and notice so given shall be sufficient notice to all the joint holders. Without limiting the generality of the foregoing but subject to the Companies Act and the Designated Stock Exchange Rules, a notice or document may be served or delivered by the Company to any Shareholder by electronic means to such address as may from time to time be authorised by the Shareholder concerned or by publishing it on a website and notifying the Shareholder concerned that it has been so published.
	(c)	Any such notice or document may be served or delivered by the Company by reference to the register as it stands at any time not more than fifteen (15) days before the date of service or delivery. No change in the register after that time shall invalidate that service or delivery. Where any notice or document is served or delivered to any person in respect of a share in accordance with these Articles, no person deriving any title or interest in that share shall be entitled to any further service or delivery of that notice or document.
	(d)	Any notice or document required to be sent to or served upon the Company, or upon any officer of the Company, may be sent or served by leaving the same or sending it through the post in a prepaid envelope or wrapper addressed to the Company or to such officer at the Head Office or Registered Office.
	(e)	The Board may from time to time specify the form and manner in which a notice may be given to the Company by electronic means, including one or more addresses for the receipt of an electronic communication, and may prescribe such procedures as they think fit for verifying the authenticity or integrity of any such electronic communication. Any notice may be given to the Company by electronic means only if it is given in accordance with the requirements specified by the Board.

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167	(a)	Any Shareholder who fails (and, where a Share is held by joint holders, where the first joint holder named on the register fails) to supply his registered address or a correct registered address to the Company for service of notices and documents on him shall not (and where a Share is held by joint holders, none of the other joint holders whether or not they have supplied a registered address shall) be entitled to service of any notice or documents by the Company and any notice or document which is otherwise required to be served on him may, if the Board in its absolute discretion so elects (and subject to them re-electing otherwise from time to time), be served, in the case of notices, by displaying a copy of such notice conspicuously at the Registered Office and the Head Office or, if the Board sees fit, by advertisement in the appropriate newspapers in accordance with the requirements of the Designated Stock Exchange, and, in the case of documents, by posting up a notice conspicuously at the Registered Office and the Head Office addressed to such Shareholder which notice shall state the address at which he served in the manner so described which shall be sufficient service as regards Shareholders with no registered or incorrect addresses, provided that nothing in this paragraph (a) shall be construed as requiring the Company to serve any notice or document on any Shareholder with no or an incorrect registered address for the service of notice or document on him or on any Shareholder other than the first named on the register of members of the Company.
	(b)	If on three (3) consecutive occasions notices or other documents have been sent through the post to any Shareholder (or, in the case of joint holders of a share, the first holder named on the register) at his registered address but have been returned undelivered, such Shareholder (and, in the case of joint holders of a Share, all other joint holders of the share) shall not thereafter be entitled to receive or be served (save as the Board may elect otherwise pursuant to paragraph (a) of this Article) and shall be deemed to have waived the service of notices and other documents from the Company until he shall have communicated with the Company and supplied in writing a new registered address for the service of notices on him.

168 Any notice or other document, if sent by mail, postage prepaid, shall be deemed to have been served or delivered on the day following that on which the letter, envelope, or wrapper containing the same is put into the post. In proving such service it shall be sufficient to prove that the letter, envelope or wrapper containing the notice or document was properly addressed and put into the post as prepaid mail. Any notice or document not sent by post but left by the Company at a registered address shall be deemed to have been served or delivered on the day it was so left. Any notice or document, if sent by electronic means (including through any relevant system), shall be deemed to have been given on the day following that on which the electronic communication was sent by or on behalf of the Company. Any notice or document served or delivered by the Company by any other means authorised in writing by the Shareholder concerned shall be deemed to have been served when the Company has carried out the action it has been authorised to take for that purpose. Any notice or other document published by way of advertisement or on a website shall be deemed to have been served or delivered on the day it was so published. When notice deemed to be served

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169	A notice or document may be given by the Company to the person entitled to a Share in consequence of the death, mental disorder, bankruptcy or liquidation of a Shareholder by sending it through the post in a prepaid envelope or wrapper addressed to him by name, or by the title of representative of the deceased, the trustee of the bankrupt or the liquidator of the Shareholder, or by any like description, at the address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the notice or document in any manner in which the same might have been given if the death, metal disorder, bankruptcy or winding up had not occurred.	Service of notice to persons entitled on death, mental disorder or bankruptcy
170	Any person who by operation of law, transfer or other means whatsoever shall become entitled to any Share shall be bound by every notice in respect of such share which prior to his name and address being entered on the register shall have been duly served to the person from whom he derives his title to such share.	Transferee to be bound by prior notices
171	Any notice or document delivered or sent by post to, or left at the registered address of any Shareholder in pursuance of these Articles, shall notwithstanding that such Shareholder be then deceased, bankrupt or wound up and whether or not the Company has notice of his death, bankruptcy or winding up, be deemed to have duly served in respect of any registered Shares whether held solely or jointly with other persons by such Shareholder until some other person be registered in his stead as the holder or joint holder thereof, and such service shall for all purposes of these Articles be deemed a sufficient service of such notice or document on his personal representatives and all persons (if any) jointly interested with him in any such Shares.	Notice valid though shareholder deceased, bankrupt
172	The signature to any notice or document to be given by the Company may be written or printed.	How notice to be signed
	INFORMATION
173	No Shareholder (not being a Director) shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret, mystery of trade or secret process which may relate to the conduct of the business of the Company which in the opinion of the Board will be inexpedient in the interests of the Shareholders of the Company to communicate to the public.	Shareholders not entitled to information
	WINDING UP
174	Subject to the Companies Act, a resolution that the Company be wound up by the Court or be wound up voluntarily shall be passed by way of a Special Resolution. The Board shall have power in the name and on behalf of the Company to present a petition to the Court for the Company to be wound up.	Modes of winding up

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175	If the Company shall be wound up, the surplus assets remaining after payment to all creditors shall be divided among the Shareholders in proportion to the capital paid up on the Shares held by them respectively, and if such surplus assets shall be insufficient to repay the whole of the paid up capital, they shall be distributed, subject to the rights of any Shares which may be issued on special terms and conditions, so that, as nearly as may be, the losses shall be borne by the Shareholders in proportion to the capital paid on the Shares held by them respectively. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions.	Distribution of assets in winding up
176	If the Company shall be wound up (in whatever manner) the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Companies Act, divide among the Shareholders in specie or kind the whole or any part of the assets of the Company whether the assets shall consist of property of one kind or shall consist of properties of different kinds and the liquidator may, for such purpose, set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the Shareholders or different classes of Shareholders and the Shareholders within each class. The liquidator may, with the like sanction, vest any part of the assets in trustees upon such trusts for the benefit of Shareholders as the liquidator, with the like sanction, shall think fit, but so that no Shareholder shall be compelled to accept any Shares or other assets upon which there is a liability.	Assets may be distributed in specie
	INDEMNITY
177	The Directors, alternate Directors, Secretary and other officers for the time being of the Company and the trustees (if any) for the time being acting in relation to any of the affairs of the Company, and their respective executors or administrators, shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their executors or administrators, shall or may incur or sustain by reason of any act done, concurred in or omitted in or about the execution of their duty or supposed duty in their respective offices or trusts, except such (if any) as they shall incur or sustain through their own dishonesty, wilful default or fraud, and none of them shall be answerable for the acts, receipts, neglects or defaults of any other of them, or for joining in any receipt for the sake of conformity, or for any bankers or other persons with whom any moneys or effects of the Company shall be lodged or deposited for safe custody, or for the insufficiency or deficiency of any security upon which any moneys of the Company shall be placed out or invested, or for any other loss, misfortune or damage which may arise in the execution of their respective offices or trusts, or in relation thereto, except as the same shall happen by or through their own dishonesty, wilful default or fraud. The Company may take out and pay the premium and other moneys for the maintenance of insurance, bonds and other instruments for the benefit either of the Company or the Directors (and/or other officers) or any of them to indemnify the Company and/or Directors (and/or other officers) named therein for this purpose against any loss, damage, liability and claim which they may suffer or sustain in connection with any breach by the Directors (and/or other officers) or any of them of their duties to the Company.	Indemnity

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	UNTRACEABLE SHAREHOLDERS
178	The Company may exercise the power to cease sending cheques for Dividend entitlements or Dividend warrants by post if such cheques or warrants remain uncashed on two (2) consecutive occasions or after the first occasion on which such a cheque or warrant is returned undelivered.	Company ceases sending dividend warrants etc.

179	(a)	The Company shall have the power to sell, in such manner as the Board thinks fit, any Shares of a Shareholder who is untraceable, but no such sale shall be made unless:		Company may sell shares of untraceable shareholders
		(i)	during the period of twelve (12) years prior to the date of the advertisements referred to in sub-paragraph (ii) below (or, if published more than once, the first thereof) at least three (3) Dividends or other distributions in respect of the Shares in question have become payable or been made and no Dividend or other distribution in respect of the Shares during that period has been claimed;
		(ii)	the Company has caused an advertisement to be inserted in newspapers of its intention to sell such Shares and a period of three (3) months has elapsed since the date of such advertisement (or, if published more than once, the first thereof); and
		(iii)	the Company has not at any time during the said periods of twelve (12) years and three (3) months received any indication of the existence of the holder of such Shares or of a person entitled to such Shares by death, bankruptcy or operation of law.
	(b)		To give effect to any such sale the Board may authorise any person to transfer the said Shares and the instrument of transfer signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such Shares, and the purchaser shall not be bound to see to the application of the purchase money nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of the sale will belong to the Company and upon receipt by the Company of such proceeds it shall become indebted to the former Shareholder for an amount equal to such net proceeds. Notwithstanding any entries made by the Company in any of its books or otherwise howsoever, no trusts shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Article shall be valid and effective notwithstanding that the Shareholder holding the Shares sold is dead, bankrupt, wound up or otherwise under any legal disability or incapacity.

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DESTRUCTION OF DOCUMENTS

180	The Company may destroy:		Destruction of documents
	(a)	any share certificate which has been cancelled at any time after the expiry of one year from the date of such cancellation;
	(b)	any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the expiry of two (2) years from the date on which such mandate, variation, cancellation or notification was recorded by the Company;
	(c)	any instrument of transfer of Shares which has been registered at any time after the expiry of six (6) years from the date of registration;
	(d)	any other document, on the basis of which any entry in the Register is made, at any time after the expiry of six (6) years from the date on which an entry in the Register was first made in respect of it;
	and it shall conclusively be presumed in favour of the Company that every Share certificate so destroyed was a valid certificate duly and properly cancelled and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company provided always that:

(i)	the foregoing provisions of this Article shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim;
(ii)	nothing contained in this Article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (i) above are not fulfilled; and
(iii)	references in this Article to the destruction of any document include reference to its disposal in any manner.

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EX-10.1

Exhibit 10.1

Healthy Green Group Holding Limited

Flat 2-3, 4/F

Join-In Hang Sing Centre

2-16 Kwai Fung Crescent

Kwai Chung, New Territories

Hong Kong

(+852) 3181 4488

____________________ , 2022

Re: Director’s Agreement

Dear __________________:

Health Green Group Holding Limited (the “Company”), is pleased to offer you a position as an independent non-executive director on its Board of Directors of the Company that we intend to form (collectively the “Board”). This letter shall constitute an agreement (the “Agreement”) between you and the Company and contains all the terms and conditions relating to the services you are to provide.

1. Term. This Agreement shall be for the ensuing year, effective upon the registration statement of the Company filed with the U.S. Securities and Exchange Commission becoming effective. Your term as director shall continue subject to the provisions in Section 8 below or until your successor is duly elected and qualified. The position shall be up for re-election each year at the annual stockholders’ meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect.

2. Services. You shall render services as a member of the Board. You shall be required to attend all meetings of the Board called from time to time either in-person or by telephone. You shall be required to attend all meetings of the Audit Committee, Compensation Committee, Nomination Committee and all other Board committees of which you are a member either in-person or by telephone. The services described in this Section 2 shall hereinafter be referred to as your “Duties.”

3. Services for Others. You shall be free to represent or perform services for other persons during the term of this Agreement. You agree, however, that you do not presently perform and do not intend to perform, during the term of this Agreement, similar Duties, consulting, or other services for companies whose businesses are or would be, in any way, competitive with the Company (except for companies previously disclosed by you to the Company in writing). Should you propose to perform similar Duties, consulting, or other services for any such company, you agree to notify the Company in writing in advance (specifying the name of the organization for whom you propose to perform such services) and to provide information to the Company sufficient to allow it to determine if the performance of such services would conflict with areas of interest to the Company.

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4. Compensation.

4.1. Options. You will be entitled to participate in the Company’s share option scheme as adopted and amended from time to time. The number of options granted, and the terms of those options shall be determined from time to time by a vote of the Board of Directors; provided that you shall abstain from voting on any such resolution or resolutions relating to the grant of options to you.

4.2 Cash Compensation. You will be paid a director’s fee of HK$__________________ per year on an annual basis (“Director’s Fee”) for performing your Duties. The Director’s Fee will be fully earned at the beginning of each year in which you serve as a director, and the Company’s obligation to pay the full amount of the Director’s Fee shall be absolute and unconditional at the beginning of each year, notwithstanding the fact that payment is being made on an installment basis. The Director’s Fee shall be payable in monthly installments of 12. The first installment will be transferred to your account on the first day of your service as a Director, and subsequent installments on last business day of each calendar month thereafter. It is anticipated that the Directors fee will continue for so long as you are a Director and will continue to be paid in monthly increments.

4.3. Cash Reimbursement. You shall be reimbursed for reasonable expenses documented and incurred by you in connection with the performance of your Duties (including travel expenses for meetings you attend in-person).

4.4. Service on Board Committee(s). You will not receive additional compensation (other than the Director’s Fee) for your services on the Audit Committee, Compensation Committee, Nomination Committee and any other Board committee.

5. D&O Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its officers and directors’ insurance policy with coverage determined annually by the Company and the Board. The Company agrees to maintain such insurance during the term that you serve as a Director and for two years after you cease to be a director.

6. No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.

7. Confidential Information; Non-Disclosure. In consideration of your access to the premises of the Company and/or you access to certain Confidential Information of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

7.1. Definitions. For purposes of this Agreement, the term “Confidential Information” means:

a. Any information that the Company possesses that has been created, discovered, or developed by or for the Company, and that has or could have commercial value or utility in the business in which the Company is engaged; or

b. Any information that is related to the business of the Company and is generally not known by non-Company personnel.

c. By way of illustration, but not limitation, Confidential Information includes trade secrets and any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics, and agreements.

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7.2. Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:

a. Any information that becomes generally available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality between the Company and you;

b. Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and

c. Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.

7.3. Documents. You agree that, without the express prior written consent of the Company, you will not remove from the Company’s premises, any notes, formulas, programs, data, records, machines, or any other documents or items that in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. In the event you receive any such documents or items by personal delivery from any duly designated or authorized personnel of the Company, you shall be deemed to have received the express written consent of the Company. In the event that you receive any such documents or items, other than through personal delivery as described in the preceding sentence, you agree to inform the Company promptly of your possession of such documents or items. You shall promptly return any such documents or items, along with any reproductions or copies to the Company upon the Company’s demand, upon termination of this Agreement, or upon your termination or Resignation, as defined in Section 8 herein.

7.4. No Disclosure. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this Section 7.4 shall survive termination of this Agreement for twelve-month period.

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8. Termination and Resignation. Your membership on the Company’s Board may be terminated for any or no reason at a meeting called expressly for that purpose by a vote of the stockholders holding more than fifty percent (50%) of the shares of the Company’s issued and outstanding shares entitled to vote. You may also terminate your membership on the Board for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon its acceptance by the Board, provided, however, that if the Board has not acted on such written notice within ten days from its date of delivery, then your Resignation shall upon the tenth day be deemed accepted by the Board. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any cash compensation (or equivalent value in shares of the Company’s common stock) that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation; provided that the Company’s obligation to pay you Shares in accordance with Section 4.1 above and the Director’s Fee in accordance with Section 4.2 above for the first year in which you have agreed to serve as a director shall not be changed or adjusted and the Company shall remain obligated to pay the full amount of the Director’s Fee and the Shares without regard to the period that you serve as a Director.

9. Indemnification. Concurrent with the execution of this Agreement we shall enter into the Director’s Indemnification Agreement attached hereto as Exhibit A and incorporated herein by this reference.

10. Governing Law. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the laws of the Cayman Islands without regard to any conflicts of law principles that would result in the application of the laws of another jurisdiction.

11. Arbitration. Any dispute, controversy, difference or claim arising out of or relating to this agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

The Parties agree as follows:

● The law of this arbitration clause shall be Hong Kong.

● The place of arbitration shall be Hong Kong.

● The number of arbitrators shall be one.

● The arbitration proceedings shall be conducted in the English language.

12. Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.

[Remainder of Page Left Blank Intentionally]

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This Agreement has been executed and delivered by the undersigned and is made effective as of the date first set forth above.

Sincerely,
HEALTHY GREEN GROUP HOLDING LIMITED
By:
	Wong Ka Wo, Simon Chairman and Executive Director

AGREED AND ACCEPTED BY

__________________:

__________________________________

EX-10.2

Exhibit 10.2

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of ______, 2022 and effective upon the registration statement of the Company (as hereinafter defined) filed with the U.S. Securities and Exchange Commission becoming effective by and between Healthy Green Group Holding Limited, a Cayman Islands exempted company the “Company”), and ___________ (the “Indemnitee”).

WHEREAS, the Company believes it is essential to retain and attract qualified directors and officers;

WHEREAS, the Indemnitee is a director and/or officer of the Company;

WHEREAS, both the Company and the Indemnitee recognize the increased risk of litigation and other claims that may be asserted against directors and officers of public companies, as well as the possibility that in certain situations a threat of litigation may be employed to deter them from exercising their judgment in the best interests of the Company, and the consequent need to allocate the risk of personal liability through indemnification and insurance;

WHEREAS, the Company’s Memorandum and Articles of Association, as amended from time to time (the “Memorandum and Articles of Association”), provide for the Company to indemnify its directors and officers against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by him/her in connection with the execution or discharge of his or her duties, powers, authorities or discretions as a Director or officer of the Company, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by him/her in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.

WHEREAS, in recognition of the Indemnitee’s need for (i) substantial protection against personal liability and (ii) an inducement to continue to provide effective services to the Company as a director and/or officer thereof, the Company wishes to provide for the indemnification of the Indemnitee and to advance expenses to the Indemnitee to the fullest extent permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained by the Company, to provide for the continued coverage of the Indemnitee under the Company’s directors’ and officers’ liability insurance policies.

NOW, THEREFORE, in consideration of the premises contained herein and of the Indemnitee continuing to serve the Company directly or, at its request, with another enterprise, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Certain Definitions.

(a) A “Change in Control” shall be deemed to have occurred if:

(i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), other than (a) a trustee or other fiduciary holding securities under an employee benefit plan of the Company; (b) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (c) any current beneficial shareholder or group, as defined by Rule 13d-5 of the Exchange Act, including the heirs, assigns and successors thereof, of beneficial ownership, within the meaning of Rule 13d-3 of the Exchange Act, of securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities; hereafter becomes the “beneficial owner,” as defined in Rule 13d-3 of the Exchange Act, directly or indirectly, of securities of the Company representing 20% or more of the total combined voting power represented by the Company’s then outstanding Voting Securities;

(ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

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(iii) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company, in one transaction or a series of transactions, of all or substantially all of the Company’s assets.

(b) “Expense” shall mean attorneys’ fees and all other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing for any of the foregoing, any Proceeding relating to any Indemnifiable Event.

(c) “Indemnifiable Event” shall mean any event or occurrence that takes place either prior to or after the execution of this Agreement, related to the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, or by reason of anything done or not done by the Indemnitee in any such capacity.

(d) “Proceeding” shall mean any threatened, pending or completed action, suit, investigation or proceeding, and any appeal thereof, whether civil, criminal, administrative or investigative and/or any inquiry or investigation, whether conducted by the Company or any other party, that the Indemnitee in good faith believes might lead to the institution of any such action.

(e) “Reviewing Party” shall mean any appropriate person or body consisting of a member or members of the Company’s Board or any other person or body appointed by the Board (including the special independent counsel referred to in Section 6) who is not a party to the particular Proceeding with respect to which the Indemnitee is seeking indemnification.

(f) “Voting Securities” shall mean any securities of the Company which vote generally in the election of directors.

2. Indemnification. Subject to Section 4 below, in the event the Indemnitee was or is a party to or is involved (as a party, witness, or otherwise) in any Proceeding by reason of (or arising in part out of) an Indemnifiable Event, whether the basis of the Proceeding is the Indemnitee’s alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, the Company shall indemnify the Indemnitee to the fullest extent permitted by the laws of the Cayman Islands and the Memorandum and Articles of Association against any and all Expenses, liability, and loss (including judgments, fines, penalties and amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed thereon, and any taxes imposed on any director or officer as a result of the actual or deemed receipt of any payments under this Agreement) (collectively, “Liabilities”) actually incurred or suffered by such person in connection with such Proceeding. The Company shall provide indemnification pursuant to this Section 2 as soon as practicable, but in no event later than 30 days after it receives written demand from the Indemnitee. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5 below, the Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by the Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding.

3. Advancement of Expenses. Subject to Section 4 below, the Company shall advance Expenses to the Indemnitee within 30 business days of such request (an “Expense Advance”); provided, however, that if required by applicable laws such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that the Indemnitee is not entitled to be indemnified by the Company; and provided further, that the Company shall make such advances only to the extent permitted by law. Expenses incurred by the Indemnitee while not acting in his/her capacity as a director or officer, including service with respect to employee benefit plans, may be advanced upon such terms and conditions as the Board, in its sole discretion, deems appropriate.

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4. Review Procedure for Indemnification. Notwithstanding the foregoing, (i) the obligations of the Company under Sections 2 and 3 above shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special independent counsel referred to in Section 6 hereof is involved) that the Indemnitee would not be permitted to be indemnified under applicable law or the Memorandum and Articles of Association, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 3 above shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that the Indemnitee would not be permitted to be so indemnified under applicable law or the Memorandum and Articles of Association, the Company shall be entitled to be reimbursed by the Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if the Indemnitee has commenced legal proceedings in a court of competent jurisdiction pursuant to Section 5 below to secure a determination that the Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that the Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and the Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). The Indemnitee’s obligation to reimburse the Company for Expense Advances pursuant to this Section 4 shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board, and if there has been such a Change in Control, other than a Change in Control which has been approved by a majority of the Company’s Board who were directors immediately prior to such Change in Control, the Reviewing Party shall be the special independent counsel referred to in Section 6 hereof.

5. Enforcement of Indemnification Rights. If the Reviewing Party determines that the Indemnitee would not be permitted to be indemnified in whole or in part under applicable law, or if the Indemnitee has not otherwise been paid in full pursuant to Sections 2 and 3 above within 30 days after a written demand has been received by the Company, the Indemnitee shall have the right to commence litigation in any court having subject matter jurisdiction thereof and in which venue is proper to recover the unpaid amount of the demand (an “Enforcement Proceeding”) and, if successful in whole or in part, the Indemnitee shall be entitled to be paid any and all Expenses in connection with such Enforcement Proceeding. The Company hereby consents to service of process for such Enforcement Proceeding and to appear in any such Enforcement Proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and the Indemnitee.

6. Change in Control. The Company agrees that if there is a Change in Control of the Company, other than a Change in Control which has been approved by a majority of the Company’s Board who were directors immediately prior to such Change in Control, then with respect to all matters thereafter arising concerning the rights of the Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or under applicable law or the Memorandum and Articles of Association now or hereafter in effect relating to indemnification for Indemnifiable Events, the Company shall seek legal advice only from special independent counsel selected by the Indemnitee and approved by the Company, which approval shall not be unreasonably withheld. Such special independent counsel shall not have otherwise performed services for the Company or the Indemnitee, other than in connection with such matters, within the last five years. Such independent counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. Such counsel, among other things, shall render its written opinion to the Company and the Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special independent counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or the engagement of special independent counsel pursuant to this Agreement.

7. Partial Indemnity. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and Liabilities, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any or all Proceedings relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, the Indemnitee shall be indemnified against all Expenses incurred in connection therewith. In connection with any determination by the Reviewing Party or otherwise as to whether the Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the Company to establish that the Indemnitee is not so entitled.

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8. Non-exclusivity. The rights of the Indemnitee hereunder shall be in addition to any other rights the Indemnitee may have under any statute, provision of the Memorandum and Articles of Association, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. In the event of any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Cayman Islands company to indemnify a member of its board of directors, such changes shall be, ipso facto, within the purview of the Indemnitee’s rights and the Company’s obligations, under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Cayman Islands company to indemnify a member of its board of directors, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

9. Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, the Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any director or officer of the Company. If at the time a claim for indemnification arises hereunder in connection with a Proceeding the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

10. Settlement of Claims. The Company shall not be liable to indemnify the Indemnitee under this Agreement (a) for any amounts paid in settlement of any action or claim effected without the Company’s written consent, which consent shall not be unreasonably withheld; or (b) for any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

11. No Presumption. For purposes of this Agreement, to the fullest extent permitted by law, the termination of any Proceeding, action, suit, or claim, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

12. Consent and Waiver by Third Parties. The Indemnitee hereby represents and warrants that he or she has obtained all waivers and/or consents from third parties which are necessary for his or her employment with the Company on the terms and conditions set forth herein and to execute and perform this Agreement without being in conflict with any other agreement, obligation or understanding with any such third party. The Indemnitee represents that he or she is not bound by any agreement or any other existing or previous business relationship which conflicts with, or may conflict with, the performance of his or her obligations hereunder or prevent the full performance of his or her duties and obligations hereunder.

13. Amendment of this Agreement. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.

14. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

15. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received payment (under any insurance policy, vote, agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

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16. Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect regardless of whether the Indemnitee continues to serve as a director or officer of the Company or of any other enterprise at the Company’s request.

17. Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph, or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable.

18. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Cayman Islands applicable to contracts made and to be performed in such jurisdiction without giving effect to the principles of conflicts of laws.

19. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

20. Notices. All notices, demands, and other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given (a) if delivered by hand, when received (b) if transmitted by facsimile, on receipt of an error-free confirmation, or (c) if by international courier service, on the fourth (4th) business day following the date of deposit with such courier service, or such earlier delivery date as may be confirmed in writing to the sender by the courier service. All such notices, demands and other communications shall be addressed as follows:

If to the Company:

Healthy Green Group Holding Limited

Genesis Building, 5^th Floor

Genesis Close, PO Box 446

Cayman Islands, KY1-1106

If to the Indemnitee:

Notice of change of address shall be effective only when done in accordance with this Section. All notices complying with this Section shall be deemed to have been received on the date of delivery or on the third business day after mailing.

21. Specific Performance. The failure of the Company to perform any of its obligations hereunder shall entitle the Indemnitee, as a matter of course, to request an injunction from any court of competent jurisdiction to enforce such obligations. Such right to request specific performance shall be cumulative and in addition to any other rights and remedies to which the Indemnitee shall be entitled.

[Remainder of Page Left Blank Intentionally]

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day first set forth above.

THE COMPANY:

Healthy Green Group Holding Limited

By:

Wong Ka Wo, Simon, Chairman and Executive Director

INDEMNITEE:

Signature

EX-10.3

Exhibit 10.3

HEALTHY GREEN GROUP HOLDING LIMITED

AUDIT COMMITTEE CHARTER

PURPOSE:

The Audit Committee of the Board of Directors (the “Board”) of Healthy Green Group Holding Limited (the “Corporation”) will make such examinations as are necessary to monitor the corporate financial reporting and external audits of the Corporation and its subsidiaries; to provide to the Board the results of its examinations and recommendations derived therefrom; to outline to the Board improvements made, or to be made, in internal accounting controls; to nominate the independent auditor; and to provide to the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters requiring Board attention.

In addition, the Audit Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board may from time to time prescribe.

MEMBERSHIP:

The Audit Committee shall consist of at least three (3) members of the Board, each of whom must (1) be “independent” as defined in Rule 5605(a)(2) under the Listing Rules of The NASDAQ Stock Market LLC (the “NASDAQ Rules”); (2) meet the criteria for independence set forth in Rule 10A-3(b)(1) promulgated under Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subject to the exemptions provided in Rule 10A-3(c) under the Exchange Act; and (3) not have participated in the preparation of the financial statements of the Company or a current subsidiary of the Company at any time during the past three years.

Notwithstanding the foregoing, one director who (1) is not “independent” as defined in Rule 5605(a)(2) under the NASDAQ Rules; (2) satisfies the criteria for independence set forth in Section 10A(m)(3) of the Exchange Act and the rules thereunder; and (3) is not a current officer or employee or a Family Member of such officer or employee, may be appointed to the Audit Committee, if the Board, under exceptional and limited circumstances, determines that membership on the Audit Committee by the individual is required by the best interests of the Company and its stockholders, and the Board discloses, in the next annual proxy statement subsequent to such determination (or, if the Company does not file a proxy statement, in its Form 10-K), the nature of the relationship and the reasons for that determination. A member appointed under this exception may not serve on the Audit Committee for more than two years and may not chair the Audit Committee.

Each member of the Audit Committee must be able to read and understand fundamental financial statements, including a company’s balance sheet, income statement, and cash flow statement. At least one member of the Audit Committee shall have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer, or other senior officer with financial oversight responsibilities. One or more members of the Audit Committee may qualify as an “audit committee financial expert” under the rules promulgated by the SEC.

The Nomination Committee shall recommend to the Board nominees for appointment to the Audit Committee annually and as vacancies or newly created positions occur. The members of the Audit Committee shall be appointed annually by the Board and may be replaced or removed by the Board with or without cause. Resignation or removal of a Director from the Board, for whatever reason, shall automatically and without any further action constitute resignation or removal, as applicable, from the Audit Committee. Any vacancy on the Audit Committee, occurring for whatever reason, may be filled only by the Board. The Board shall designate one member of the Audit Committee to be Chair of the committee.

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COMPENSATION:

A member of the Audit Committee may not, other than in his or her capacity as a member of the Audit Committee, the Board or any other committee established by the Board, receive directly or indirectly any consulting, advisory or other compensatory fee from the Company. A member of the Audit Committee may receive additional directors’ fees to compensate such member for the significant time and effort expended by such member to fulfill his or her duties as an Audit Committee member.

MEETINGS:

The Audit Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this Charter, but not less frequently than semi-annually. A majority of the members of the Audit Committee shall constitute a quorum for purposes of holding a meeting and the Audit Committee may act by a vote of a majority of the members present at such meeting. In lieu of a meeting, the Audit Committee may act by unanimous written consent. The Chair of the Audit Committee, in consultation with the other committee members, may determine the frequency and length of the committee meetings and may set meeting agendas consistent with this Charter.

RESPONSIBILITIES:

1. Review of Charter

i. The Audit Committee shall review and reassess the adequacy of this Charter annually and recommend to the Board any amendments or modifications to the Charter that the Audit Committee deems appropriate.

2. Performance Evaluation of the Audit Committee

i. Periodically, the Audit Committee shall evaluate its own performance and report the results of such evaluation to the Board.

3. Matters Relating to Selection, Performance, and Independence of Independent Auditors

i. The Audit Committee shall be directly responsible for the appointment, retention, and termination, and for determining the compensation, of the Company’s independent auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the Company. The Audit Committee may consult with management in fulfilling these duties but may not delegate these responsibilities to management.

ii. The Audit Committee shall be directly responsible for oversight of the work of the independent auditors (including resolution of disagreements between management and the independent auditors regarding financial reporting) engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the Company.

iii. The independent auditors shall report directly to the Audit Committee.

iv. The Audit Committee shall pre-approve all auditing services and the terms thereof (which may include providing comfort letters in connection with securities underwritings) and non-audit services (other than non-audit services prohibited under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Public Company Accounting Oversight Board (the “PCAOB”)) to be provided to the Company by the independent auditors; provided, however, the pre-approval requirement is waived with respect to the provision of non-audit services for the Company if the “de minimus” provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied. This authority to pre-approve non-audit services may be delegated to one or more members of the Audit Committee, who shall present all decisions to pre-approve an activity to the full Audit Committee at its first meeting following such decision.

v. The Audit Committee may review and approve the scope and staffing of the independent auditors’ annual audit plan(s).

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vi. The Audit Committee shall:

1. request that the independent auditors provide the Audit Committee with the written disclosures and the letter required by PCAOB Rule 3526 (“Rule 3526”),

2. require that the independent auditors submit to the Audit Committee at least annually a formal written statement describing all relationships between the independent auditors or any of its affiliates and the Company or persons in financial reporting oversight roles at the Company that might reasonably be thought to bear on the independence of the independent auditors,

3. discuss with the independent auditors the potential effects of any disclosed relationships or services on the objectivity and independence of the independent auditors,

4. require that the independent auditors provide to the Audit Committee written affirmation that the independent auditor is, as of the date of the affirmation, independent in compliance with PCAOB Rule 3520 and

5. based on such disclosures, statement, discussion, and affirmation, take, or recommend that the Board take appropriate action in response to the independent auditor’s report to satisfy itself of the independent auditor’s independence. In addition, before approving the initial engagement of any independent auditor, the Audit Committee shall receive, review, and discuss with the audit firm all information required by, and otherwise take all actions necessary for compliance with the requirements of, Rule 3526. References to rules of the PCAOB shall be deemed to refer to such rules and to any substantially equivalent rules adopted to replace such rules, in each case as subsequently amended, modified, or supplemented.

vii. The Audit Committee may consider whether the provision of the services covered in Items 9(e)(2) and 9(e)(3) of Regulation 14A of the Exchange Act (or any successor provision) is compatible with maintaining the independent auditor’s independence.

viii. The Audit Committee shall evaluate the independent auditor’s qualifications, performance and independence and shall present its conclusions with respect to the independent auditors to the full Board. As part of such evaluation, at least annually, the Audit Committee shall: obtain and review a report or reports from the independent auditors describing:

1. the auditor’s internal quality-control procedures,

2. any material issues raised by the most recent internal quality-control review or peer review of the auditors or by any inquiry or investigation by government or professional authorities, within the preceding five years, regarding one or more independent audits carried out by the auditors, and any steps taken to address any such issues, and

3. in order to assess the auditor’s independence, all relationships between the independent auditors and the Company; review and evaluate the performance of the independent auditors and the lead partner (and the Audit Committee may review and evaluate the performance of other members of the independent auditor’s audit staff); and assure the regular rotation of the audit partners (including, without limitation, the lead and concurring partners) as required under the Exchange Act and Regulation S-X.

ix. In this regard, the Audit Committee shall also:

1. seek the opinion of management and the internal auditors of the independent auditor’s performance and

2. consider whether, in order to assure continuing auditor independence, there should be regular rotation of the audit firm. The Audit Committee may establish, or recommend to the Board, policies with respect to the potential hiring of current or former employees of the independent auditors.

4. Audited Financial Statements and Annual Audit

i.

The Audit Committee shall review the overall audit plan (both internal and external) with the independent auditors and the members of management who are responsible for preparing the Company’s financial statements, including the Company’s Executive, the Chief Financial Officer or other senior officer with financial oversight responsibilities and/or principal accounting officer or principal financial officer (such officers are referred to herein collectively as the “Senior Accounting Executives”).

ii.

The Audit Committee shall review and discuss with management (including the Company’s Senior Accounting Executives) and with the independent auditors the Company’s annual audited financial statements, including:

1. all critical accounting policies and practices used or to be used by the Company,

2. the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” prior to the filing of the Company’s Annual Report on Form 10-K, and

3. any significant financial reporting issues that have arisen in connection with the preparation of such audited financial statements.

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iii. The Audit Committee must review:

1. any analyses prepared by management, the internal auditors (if any) and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements. The Audit Committee may consider the ramifications of the use of such alternative disclosures and treatments on the financial statements, and the treatment preferred by the independent auditors. The Audit Committee may also consider other material written communications between the registered public accounting firm and management, such as any management letter or schedule of unadjusted differences;

2. major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies;

3. major issues regarding accounting principles and procedures and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles; and

4. the effects of regulatory and accounting initiatives, as well as off-balance sheet transactions and structures, on the financial statements of the Company.

iv. The Audit Committee shall review and discuss with the independent auditors (outside of the presence of management) how the independent auditors plan to handle their responsibilities under the Private Securities Litigation Reform Act of 1995, and request assurance from the independent auditors that Section 10A(b) of the Exchange Act has not been implicated.

v. The Audit Committee shall review and discuss with the independent auditors any audit problems or difficulties and management’s response thereto. This review shall include:

1. any difficulties encountered by the independent auditors in the course of performing their audit work, including any restrictions on the scope of their activities or their access to information,

2. any significant disagreements with management and

3. a discussion of the responsibilities, budget and staffing of the Company’s internal audit function.

vi. This review may also include:

1. any accounting adjustments that were noted or proposed by the independent auditors but were “passed” (as immaterial or otherwise);

2. any communications between the audit team and the audit firm’s national office regarding auditing or accounting issues presented by the engagement; and

3. any management or internal control letter issued, or proposed to be issued, by the independent auditors.

vii. The Audit Committee shall discuss with the independent auditors those matters brought to the attention of the Audit Committee by the independent auditors pursuant to Auditing Standard No. 1301, Communications with Audit Committees, as amended (“AS 1301”).

viii.	The Audit Committee shall also review and discuss with the independent auditors the report required to be delivered by such auditors pursuant to Section 10A(k) of the Exchange Act.
ix.	If brought to the attention of the Audit Committee, the Audit Committee shall discuss with the Chief Executive Officer and appropriate Senior Accounting Executives of the Company:

1. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, within the time periods specified in the SEC’s rules and forms, and

2. any fraud involving management or other employees who have a significant role in the Company’s internal control over financial reporting.

x. Based on the Audit Committee’s review and discussions:

1. with management of the audited financial statements,

2. with the independent auditors of the matters required to be discussed by AS 1301, and

3. with the independent auditors concerning the independent auditor’s independence, the Audit Committee shall make a recommendation to the Board as to whether the Company’s audited financial statements should be included in the Company’s Annual Report on Form 10-K for the last fiscal year.

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xi. The Audit Committee shall prepare the Audit Committee report required by Item 407(d) of Regulation S-K of the Exchange Act (or any successor provision) to be included in the Company’s annual proxy statement.

5. Internal Auditors (if employed by the Company)

i. The Audit Committee shall evaluate the performance, responsibilities, budget and staffing of the Company’s internal audit function and review the internal audit plan. Such evaluation may include a review of the responsibilities, budget and staffing of the Company’s internal audit function with the independent auditors.

ii. If applicable, in connection with the Audit Committee’s evaluation of the Company’s internal audit function, the Audit Committee may evaluate the performance of the senior officer or officers responsible for the internal audit function.

6. Unaudited Interim Financial Statements

i. The Audit Committee shall discuss with management and the independent auditors (if they have been engaged to review the interim financial information), prior to the filing of any of the Company’s Interim Financial Statements with the SEC under cover of Form 6-K or otherwise,

1. the Company’s interim financial statements and the Company’s related disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”

2. such issues as may be brought to the Audit Committee’s attention by the independent auditors pursuant to Statement on Auditing Standards No. 100, and

3. any significant financial reporting issues that have arisen in connection with the preparation of such financial statements.

7. Earnings Press Releases

i. The Audit Committee shall discuss the Company’s earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies, including, in general, the types of information to be disclosed and the types of presentations to be made (paying particular attention to the use of “pro forma” or “adjusted” non-GAAP information).

8. Risk Assessment and Management

i. The Audit Committee shall discuss the guidelines and policies that govern the process by which the Company’s exposure to risk is assessed and managed by management.

ii. In connection with the Audit Committee’s discussion of the Company’s risk assessment and management guidelines, the Audit Committee may discuss or consider the Company’s major financial risk exposures and the steps that the Company’s management has taken to monitor and control such exposures.

9. Procedures for Addressing Complaints and Concerns

i. The Audit Committee shall establish procedures for:

1. the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and

2. the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

ii. The Audit Committee may review and reassess the adequacy of these procedures periodically and adopt any changes to such procedures that the Audit Committee deems necessary or appropriate.

10. Regular Reports to the Board

i. The Audit Committee shall regularly report to and review with the Board any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence of the independent auditors, the performance of the internal audit function and any other matters that the Audit Committee deems appropriate or is requested to review for the benefit of the Board.

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ADDITIONAL RESPONSIBILITIES:

The Audit Committee is authorized, on behalf of the Board, to do any of the following as it deems necessary or appropriate:

1. Engagement of Advisors

i. The Audit Committee may engage independent counsel and such other advisors it deems necessary or advisable to carry out its responsibilities and powers, and, if such counsel or other advisors are engaged, shall determine the compensation or fees payable to such counsel or other advisors.

2. Legal and Regulatory Compliance

i. The Audit Committee may discuss with management and the independent auditors, and review with the Board, the legal and regulatory requirements applicable to the Company and its subsidiaries and the Company’s compliance with such requirements. After these discussions, the Audit Committee may, if it determines it to be appropriate, make recommendations to the Board with respect to the Company’s policies and procedures regarding compliance with applicable laws and regulations.

3. The Audit Committee may discuss with management legal matters (including pending or threatened litigation) that may have a material effect on the Company’s financial statements or its compliance policies and procedures.

4. Conflicts of Interest

i. The Audit Committee shall conduct an appropriate review of all related party transactions for potential conflict of interest situations on an ongoing basis, and the approval of the Audit Committee shall be required for all such transactions. The Audit Committee may establish such policies and procedures as it deems appropriate to facilitate such review.

5. General

i. The Audit Committee may form and delegate authority to subcommittees consisting of one or more of its members as the Audit Committee deems appropriate to carry out its responsibilities and exercise its powers.

ii.	The Audit Committee may perform such other oversight functions outside of its stated purpose as may be requested by the Board from time to time.
iii.	In performing its oversight function, the Audit Committee shall be entitled to rely upon advice and information that it receives in its discussions and communications with management, the independent auditors and such experts, advisors and professionals as may be consulted with by the Audit Committee.

iv. The Audit Committee is authorized to request that any officer or employee of the Company, the Company’s outside legal counsel, the Company’s independent auditors or any other professional retained by the Company to render advice to the Company attend a meeting of the Audit Committee or meet with any members of or advisors to the Audit Committee.

v. The Audit Committee is authorized to incur such ordinary administrative expenses as are necessary or appropriate in carrying out its duties.

6. Notwithstanding the responsibilities and powers of the Audit Committee set forth in this Charter, the Audit Committee does not have the responsibility of planning or conducting audits of the Company’s financial statements or determining whether the Company’s financial statements are complete, accurate and in accordance with GAAP. Such responsibilities are the duty of management and, to the extent of the independent auditor’s audit responsibilities, the independent auditors. In addition, it is not the duty of the Audit Committee to conduct investigations or to ensure compliance with laws and regulations.

AUDIT COMMITTEE SUBJECT MATTER FINANCIAL EXPERTS

When do the rules regarding audit committee financial experts apply?

The rules require the Company to make certain disclosures relating to audit committee financial experts in the registration statement on Form S-1 that it will be filing in connection with its proposed public offering and its annual reports (or its proxy statements for its annual meetings, if such information is incorporated by reference into its annual reports and these proxy statements are filed within 120 of days of the end of the fiscal year) that it must file on an annual basis thereafter.

What disclosure is required by the rules?

The rules regarding audit committee financial experts require the Company to disclose that its board of directors has determined that the Company either:

1. has at least one audit committee financial expert serving on its audit committee; or

2. does not have an audit committee financial expert serving on its audit committee.

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If the Company discloses that it does not have an audit committee financial expert, the Company must disclose the reasons why it does not. If the Company discloses that it has at least one audit committee financial expert, then it must disclose the name of at least one of its audit committee financial experts and whether such person is independent of management. The Company is permitted, but not required, to disclose that it has more than one audit committee financial expert. If the Company discloses the names of any additional audit committee financial experts, then it must also disclose whether these additional audit committee financial experts are independent of management.

What does the Company’s board of directors need to do as a result of the rules?

To provide the required disclosure under the rules, the Company’s board of directors must determine whether it has at least one audit committee financial expert serving on its audit committee. This will require the Company’s board of directors to:

1. evaluate the qualifications of the prospective members of its audit committee;

2. determine whether at least one prospective member of its audit committee qualifies as an audit committee financial expert as defined in the applicable rules;

3. if a person is an audit committee financial expert because he or she has acquired the requisite attributes through “other relevant experience,” the board of directors should determine what constitutes this “other relevant experience” as it must be disclosed; and

4. if the Company has determined that none of the prospective members of its audit

5. committee qualify as an audit committee financial expert; the board of directors may want to determine which aspects of the definition of audit committee financial expert its prospective audit committee members do satisfy as the Company may want to disclose this information.

The board of directors may evaluate each prospective member of its audit committee or it may end its evaluation once it determines that it has at least one audit committee financial expert serving on its audit committee. The SEC was clear in the adopting release that a company cannot satisfy these disclosure requirements by stating that it has decided not to decide or by simply disclosing the qualifications of all of its audit committee members.

In the adopting release, the SEC did not specify the exact method by which the board of directors should conduct its evaluation, but it did indicate that it thought that it was appropriate for the determination of the board of directors to be subject to relevant state law principles such as the business judgment rule. Based on the applicable rules for determining qualification as an audit committee financial expert described below, the Company’s board of directors may determine that none of the current members of the Company’s board of directors are audit committee financial experts.

Who qualifies as an “audit committee financial expert” under the rules?

The applicable rules define an “audit committee financial expert” as a person who has each of the following five attributes:

1. an understanding of generally accepted accounting principles and financial statements;

2. the ability to assess the general application of GAAP in connection with the accounting for estimates, accruals, and reserves;

3. experience preparing, auditing, analyzing, or evaluating financial statements that

4. present a breadth and level of complexity of accounting issues that are generally

5. comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more persons engaged in such activities;

6. an understanding of internal controls and procedures for financial reporting; and

7. an understanding of audit committee functions.

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In addition, the person must have acquired the five attributes through experiences described in at least one of the following categories:

1. education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions;

2. experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor, or person performing similar functions;

3. experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or other relevant experience (it should be noted that if the board determines that a person identified as an audit committee financial expert qualifies as such because that person acquired the requisite attributes through “other relevant experience” as opposed to through one of the prior three categories, then the Company must briefly list that person’s relevant experience).

In the SEC release adopting these rules, the SEC elaborated on certain aspects of this definition in a few notable respects, which are discussed below.

Experience preparing, auditing, analyzing, or evaluating financial statements. In the adopting release, the SEC suggested that experience with financial statements as an investment banker, venture capitalist or professional financial analyst would, in many cases, satisfy the requirement that an audit committee financial expert have experience preparing, auditing, analyzing, or evaluating financial statements. This statement should be contrasted with the SEC’s earlier proposal that experience preparing or auditing financial statements (e.g., as an independent accountant/auditor or chief financial/chief accounting officer) would be required. The SEC indicated that the final requirement was intended to “capture the clear intent of the statute that an audit committee financial expert must have experience actually working directly and closely with financial statements in a way that provided familiarity with the contents of financial statements and the processes behind them.”

Generally comparable breadth and level of complexity of accounting issues. In making a determination regarding whether the breadth and level of complexity of accounting issues with which the person has experience are generally comparable to those that can reasonably be expected to be raised by the Company’s financial statements, the SEC indicated that a person’s experience would not have to be in the same industry as the Company, or with a public company.

The SEC moved away from its earlier proposal, which had focused on the comparability of the actual accounting issues with which the person had experience, and, in the adopting release, suggested that the board of directors should focus on a variety of more general factors, such as the size of the company with which the person has experience, the scope of that company’s operations and the complexity of its financial statements and accounting.

Actively supervising. In the adopting release, the SEC made the following statement relating to the concept of “actively supervising”:

The term “active supervision” means more than the mere existence of a traditional hierarchical reporting relationship between supervisor and those being supervised. Rather, we mean that a person engaged in active supervision participates in, and contributes to, the process of addressing, albeit at a supervisory level, the same general types of issues regarding preparation, auditing, analysis, or evaluation of financial statements as those addressed by the person or persons being supervised. We also mean that the supervisor should have experience that has contributed to the general expertise necessary to prepare, audit, analyze or evaluate financial statements that is at least comparable to the general expertise of those being supervised. A principal executive officer should not be presumed to qualify. A principal executive officer with considerable operations involvement, but little financial or accounting involvement, likely would not be exercising the necessary active supervision. Active participation in, and contribution to, the process, albeit at a supervisory level, of addressing financial and accounting issues that demonstrates a general expertise in the area would be necessary.

Understanding of internal controls and procedures for financial reporting. In the adopting release, the SEC elaborated on the requirement that audit committee financial experts have an understanding of internal controls and procedures for financial reporting as follows:

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It is necessary that the audit committee financial expert understand the purpose, and be able to evaluate the effectiveness, of a company’s internal controls and procedures for financial reporting. It is important that the audit committee financial expert understand why the internal controls and procedures for financial reporting exist, how they were developed, and how they operate. Previous experience establishing or evaluating a company’s internal controls and procedures for financial reporting can, of course, contribute to a person’s understanding of these matters, but the attribute as rephrased properly focuses on the understanding rather than the experience. Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing, or evaluation of financial statements. In the adopting release, the SEC cited “individuals serving in governmental, self-regulatory and private-sector bodies overseeing the banking, insurance and securities industries who work on issues related to financial statements on a regular basis” as an example of the type of person to whom this provision was meant to apply.

Other relevant experience. In the adopting release, the SEC stated that this “catch all” provision was added to recognize that the required attributes of an audit committee financial expert can be acquired in many different ways; however, acquiring them through experience and not “merely education” is required.

Does the identification of a person as an audit committee financial expert alter the duties, obligations or liabilities of that person or the other members of the audit committee?

No. Because of concerns that directors designated and publicly identified as audit committee financial experts might become subject to greater liability, and to make clear that the other members of the audit committee should not be expected to perform their duties any differently as a result of the designation or identification of an audit committee financial expert, the SEC included a safe harbor in the new rules to clarify that:

1. a person who is determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including for purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert;

2. the designation or identification of a person as an audit committee financial expert does not impose on that person any duties, obligations or liabilities that are greater than the duties, obligations and liabilities imposed on that person as a member of the audit committee and board of directors in the absence of the designation or identification; and

3. the designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.

AUDIT COMMITTEE COMPLAINT PROCEDURES

This policy outlines the procedures that the Audit Committee of the Board of Directors of Healthy Green Group Holding Limited (together with its subsidiaries, the “Company”) has established with respect to the receipt, treatment and retention of complaints received by the Company regarding:

1. accounting, internal accounting controls or auditing matters, including the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters, or

2. potential violations of the federal securities laws, including any rules and regulations thereunder, or the U.S. Foreign Corrupt Practices Act (the “FCPA”) (collectively, “Complaints”).

1. Procedures for Receiving Complaints

a. Complaints may be submitted to the Company as follows:

i. The complaining party may contact the “Compliance Hotline” (anonymously or not) by phone, online or by email using the contact information contained in the Company’s Code of Conduct. The complaining party should identify the subject matter of his or her Complaint and the practices that are alleged to constitute an improper accounting, internal accounting control or auditing matter or a violation of the federal securities laws or the FCPA, as the case may be, providing as much detail as possible; and/or

ii. The complaining party may submit a confidential memorandum which identifies the subject matter of his or her Complaint and the practices that are alleged to constitute an improper accounting, internal accounting control or auditing matter or a violation of the federal securities laws or the FCPA, as the case may be, providing as much detail as possible. The confidential memorandum may be mailed to the following:

Healthy Green Group Holding Limited

Attention: Chairperson of the Audit Committee

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b. All Company employees will be instructed through postings and the Company’s Code of Conduct that any and all Complaints may be made anonymously and in a confidential manner in accordance with one or more of the procedures set forth above. Employees will also be notified that, if they do not feel comfortable submitting a Complaint in accordance with these procedures or if they feel that a previously submitted Complaint was not adequately addressed, they may contact the Chairperson or any other member of the Audit Committee directly by mail. The Company will provide notice on a current basis through postings, the Company’s Code of Conduct, and/or such other manner as is determined by the Audit Committee from time to time of the names, phone numbers and addresses of the designated recipients to whom Complaints may be submitted.

c. Any Complaint received by Audit Committee, the Compliance Officer, or the Compliance Hotline in accordance with the procedures set forth above will be forwarded in a confidential manner to the Chairperson of the Audit Committee as soon as reasonably practicable following receipt of such Complaint. In addition, management will be informed that any Complaint received outside of these procedures should likewise be forwarded in a confidential manner to the Chairperson of the Audit Committee as soon as reasonably practicable following receipt of such Complaint.

d. To ensure that the Compliant Procedure is not inadvertently or improperly screening out Complaints that should be viewed by the Audit Committee, the Company’s Compliance Officer will be charged with preparing and submitting to the Chairperson of the Audit Committee prior to each regularly scheduled meeting of the Audit Committee, a table or other report detailing the time, date, nature and disposition of each complaint received by the Compliance Officer and/or the Compliance Hotline since the date of the prior report. The table or other report will be reviewed by the Audit Committee at its next regularly-scheduled meeting.

2. Procedures for Treating Complaints

a. Following receipt of a Complaint, the Chairperson of the Audit Committee will promptly begin to conduct an initial evaluation of the Complaint. The Chairperson may delegate this authority to another member of the Audit Committee. In connection with the initial evaluation, the Chairperson or his or her designee will decide:

i. whether the Complaint requires immediate investigation;

ii. whether it can be held for discussion at the next regularly-scheduled meeting of the Audit Committee or whether a special meeting of the Audit Committee should be called; or

iii. whether it does not relate to accounting, internal accounting controls or auditing matters or potential violations of the federal securities laws or the FCPA and should be reviewed by a party other than the Audit Committee in accordance with the Company’s Code of Business Conduct and Ethics or other policies.

b. In any event, each Complaint will be discussed at the next meeting of the Audit Committee. At that meeting, the Audit Committee will decide as to whether and how such Complaint will be investigated, or if the investigation has commenced, how to proceed with such investigation. The Audit Committee may elect among the following options or may investigate the Complaint in another manner determined by the Audit Committee:

i. The Audit Committee may choose to investigate the Complaint on its own.

ii. The Audit Committee may select a responsible designee within the Company to investigate the Complaint. Under no circumstances should a member of the division of the Company that is the source of the Complaint be charged with its investigation. If the Complaint was not made on an anonymous basis, the Audit Committee will determine whether it is appropriate to provide the designee with the identity of the complaining party.

iii. The Audit Committee may retain an outside party (other than the Company’s independent auditor) to investigate the Complaint and assist in the Complaint’s evaluation.

iv. The Audit Committee may retain outside counsel to initiate an investigation and work either with internal parties or an outside financial/forensic auditing company to assist in such investigation.

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The investigating party designated by the Audit Committee will be permitted reasonable access to the Company and its documents and computer systems for purposes of conducting the investigation. At the conclusion of its investigation, the investigating party will be responsible for making a full report to the Audit Committee with respect to the Complaint and, if requested by the Audit Committee, to make recommendations for corrective actions, if any, to be taken by the Company.

The Audit Committee will consider, if applicable, the recommendations of the investigating party and determine whether any corrective actions should be taken. The Audit Committee will report to the Board of Directors not later than its next regularly-scheduled meeting with respect to the Complaint for which such investigation has been completed and, if applicable, any recommended corrective actions. In the event that the Complaint involves any Director of the Company (whether in his or her role as a director, employee, or officer of the Company or otherwise), the Audit Committee will make its report in an Executive Session of the Board of Directors (exclusive of any Director involved in such Complaint).

3. Procedures for Retaining Records Regarding Complaints

a. The Audit Committee will seek to ensure that all Complaints received by the Audit Committee, together with all documents pertaining to the Audit Committee’s or its designee’s investigation and treatment of any such Complaint, are retained in a secure location in accordance with the Company’s record retention policy. If a Complaint becomes the subject of a criminal investigation or civil litigation, all documents related to that Complaint will be retained until such investigation or litigation is resolved, including all appeals. The Audit Committee may delegate this record retention obligation to an independent advisor or entity or the Company’s Compliance Officer.

4. Protection for Whistleblowers

a. At no time will there be any retaliation by the Company or at its direction against any employee for making a reasonable complaint, in good faith, pursuant to the procedures described herein regarding accounting, internal accounting controls or auditing matters, or potential violations of the federal securities laws or the FCPA.

5. Disciplinary Action

a. Nothing in these procedures shall limit the Company or the Board of Directors or a committee or designee thereof in taking such disciplinary or other action under the Company’s Code of Business Conduct and Ethics or other applicable policies of the Company as may be appropriate with respect to any matter that is the subject of a Complaint.

6. Periodic Review of Procedures

a. The Audit Committee will review the procedures outlined above and consider changes to such procedures periodically.

AUDIT COMMITTEE PRE-APPROVAL POLICY

FOR AUDIT AND NON-AUDIT SERVICES

1. Statement of Principles

The Audit Committee of the Board of Directors of Healthy Green Group Holding Limited. recognizes the importance of maintaining the independence of its independent auditor. Under the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”) to implement the Sarbanes-Oxley Act of 2002 (the “Act”), the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditor in order to ensure that the provision of such services does not impair the auditor’s independence from the Company.

The SEC’s rules permit the Audit Committee to pre-approve such services by establishing policies and procedures for audit and non-audit services, provided that the policies and procedures are detailed as to the service, the Audit Committee is informed of each service, and such policies and procedures do not result in the delegation of the Audit Committee’s responsibilities to management. Accordingly, the Board of Directors has adopted, and the Audit Committee has ratified, this Pre-Approval Policy for Audit and Non-Audit Services (this “Policy”), which sets forth the procedures and the conditions pursuant to which services proposed to be performed by the independent auditor may be pre-approved. Unless a type of service has been pre-approved pursuant to this Policy, it must be separately pre-approved by the Audit Committee before it may be provided by the independent auditor. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require separate pre-approval by the Audit Committee.

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The appendices to this Policy describe in detail the Audit, Audit-Related, Tax and All Other Services that have the pre-approval of the Audit Committee and do not result in the delegation of the Audit Committee’s responsibilities to management. The term of any pre-approval under this Policy is twelve (12) months from the date of pre-approval unless the Audit Committee approves a different period. The Audit Committee may periodically revise the list of services pre-approved pursuant to this Policy, based on subsequent determinations. Pursuant to the Audit Committee Charter, pre-approval is waived for non-audit services that satisfy the “de minimus” provisions of Section 10A(i)(1)(B) of the Securities and Exchange Act of 1934, as amended.

2. Delegation

As provided in the SEC’s rules, the Audit Committee may delegate pre-approval authority to the Chairperson of the Audit Committee. The Chairperson of the Audit Committee to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee delegates to the Chairperson of the Audit Committee the authority to pre-approve the provision by the Company’s independent auditor of non-audit services if time constraints require that such pre-approval occur prior to the Audit Committee’s next scheduled meeting.

3. Audit Services

Audit Services are services necessary for the audit of the Company’s annual financial statements and the review of the Company’s interim financial statements (if the auditors are engaged for this purpose) and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements. The engagement of the independent auditor to perform the audit of the Company’s annual financial statements and the review of the Company’s interim financial statements (if so engaged by the Audit Committee) as well as the terms and fees for such engagement will be subject to separate pre-approval of the Audit Committee. The Audit Committee has pre-approved the Audit Services described in Appendix A.The Audit Committee will approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, Company structure or other items.

4. Audit-Related Services

Audit-Related Services are assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements that are traditionally performed by the independent auditor. The Audit Committee believes that the provision of Audit-Related Services does not impair the independence of the auditor and, consistent with the SEC’s rules on auditor independence, has pre-approved the Audit-Related Services, if any, in Appendix B. All other Audit-Related Services not listed in Appendix B must be separately pre-approved by the Audit Committee.

5. Tax Services

Tax Services are professional services rendered for tax compliance, tax advice and tax planning. The Audit Committee believes that the independent auditor can provide Tax Services to the Company without impairing the auditor’s independence, and the SEC has stated that the independent auditor may provide such services. However, the Audit Committee will not permit the retention of the independent auditor in connection with (i) a transaction initially recommended by the independent auditor, the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code of 1986, as amended and related regulations, or (ii) representing the Company before a tax court, district court or federal court of claims. The Audit Committee believes that the provision of Tax Services does not impair the independence of the auditor and, consistent with the SEC’s rules on auditor independence, has pre-approved the Tax Services, if any, in Appendix C.

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6. All Other Services

The Audit Committee believes, based on the SEC’s rules prohibiting the independent auditor from providing specific non-audit services, that the independent auditor may provide other types of non-audit services (“All Other Services”) that are not specifically prohibited and that are not Audit-Related Services or Tax Services. Accordingly, the Audit Committee believes it may pre-approve All Other Services that it believes are routine and recurring services, would not impair the independence of the auditor and are consistent with the SEC’s rules on auditor independence.

7. Pre-Approval Fee Levels or Budgeted Amounts

Pre-approval fee levels or budgeted amounts for all services to be provided by the independent auditor will be established periodically by the Audit Committee. Any proposed services exceeding these levels or amounts will require separate pre-approval by the Audit Committee.

8. Supporting Documentation

With respect to each service pre-approved under this Policy, the independent auditor has provided, or will provide for addition to the appendices hereto, detailed back-up documentation to the Audit Committee regarding the specific services pre-approved under this Policy. The detailed back-up documentation provided to the Audit Committee is incorporated by reference into, and shall be deemed a part of, this Policy.

9. Procedures

All requests or applications for pre-approval of services to be provided by the independent auditor will be submitted to the Audit Committee, the Chief Financial Officer or other designated officer for submission to the Audit Committee and must include a detailed description of the services to be rendered and detailed back-up documentation regarding the specific services to be provided. The Audit Committee will be informed on a timely basis of any such services as they are rendered by the independent auditor.

In the event that time constraints require pre-approval prior to the Audit Committee’s next scheduled meeting, the Chairperson of the Audit Committee will have the authority to grant such pre-approval, provided that the Chairperson is independent, and, in accordance with Section II of this Policy, will report such pre-approval decision to the Audit Committee at the next scheduled Audit Committee meeting. Requests for pre-approval by the Chairperson of the Audit Committee will be submitted to the Chairperson by both the independent auditor and the Chief Financial Officer or other designated officer and must include a detailed description of the services to be rendered and a joint statement as to whether, in their view, the request or application is consistent with the SEC’s rules on auditor independence. The Audit Committee may from time to time limit the ability of the Chairperson of the Audit Committee to pre-approve services in accordance with the provisions of this Section IX.

Requests or applications to provide services that require separate approval by the Audit Committee will be submitted to the Audit Committee by both the independent auditor and the Chief Financial Officer or other designated officer and must include a detailed description of the services to be rendered and a statement as to whether, in their view, the request or application is consistent with the SEC’s rules on auditor independence.

The Audit Committee has designated the Chief Financial Officer or other designated officer to monitor the performance of all services provided by the independent auditor and to determine whether such services are in compliance with this Policy. The Chief Financial Officer or other designated officer will report to the Audit Committee on a periodic basis on the results of this monitoring. The Chief Financial Officer or other designated officer and management will immediately report to the Chairperson of the Audit Committee any breach of this Policy that comes to the attention of the Chief Financial Officer or other designated officer or any member of management. The directives in the paragraph do not delegate any required duties or authority of the Audit Committee to management or relieve the Audit Committee from any of its responsibilities under the Securities Exchange Act of 1934, as amended, and the rules of the SEC.

MINUTES:

The Audit Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

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Appendix A

PRE-APPROVED AUDIT SERVICES

● Statutory audits or financial audits of subsidiaries or affiliates of the Company

● Services associated with the SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort letters, consents), and assistance in responding to SEC comment letters

● Consultations by the company’s management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, Financial Accounting Standards Board (“FASB”), or other regulatory or standard setting bodies (Note: Under SEC rules, some consultants may be “audit- related” services rather than “audit” services)

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Appendix B

PRE-APPROVED AUDIT-RELATED SERVICES

● Internal control reviews and assistance with internal control reporting requirements

● Consultations with management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be “audit” services rather than “audit-related” services)

● Due diligence services pertaining to potential business acquisition/disposition

● Financial statement audits of employee benefit plans

● Attest services not required by statute or regulation

● General assistance with implementation of the requirements of SEC rules or listing standards promulgated pursuant to the Sarbanes-Oxley Act

● Agreed-upon or expanded audit procedures related to accounting or billing records required to respond to or comply with financial, accounting, or regulatory reporting matters

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Appendix C

PRE-APPROVED TAX SERVICES

● Tax compliance services, including, preparation of tax returns in Singapore and other jurisdictions, including requests to extend the due date of such returns and estimated payment computations (if required); preparation of all other foreign jurisdiction tax filings. This category also includes responses to routine inquiries from tax authorities concerning tax return processing matters and preparation or review of various employee benefit plan information returns and/or tax returns from the external auditor. This category also includes professional services associated with assistance in preparation or resolution of issues associated with federal, state and payroll tax returns

● Tax advice and assistance (“on-call tax advisory services”) concerning issues, as requested by management, when such projects are not covered by a separate engagement agreement and do not involve any significant tax planning or projects. The projects may include assistance with tax issues by answering one-off questions, drafting memos describing how specific tax rules work and assisting with general transactional questions

● Tax advisory services related to international income or franchise tax issues, which may involve the tax laws of one or more foreign countries, the application of a treaty for the avoidance of double taxation or multi-jurisdictional tax rules, or the application of local country tax rules to particular facts and circumstances which are specific to international taxation

● Indirect tax advisory services including addressing various issues with respect to VAT, GST, sales and use, customs, and excise duty tax compliance, tax planning, and processes. Services may include identifying specific approaches to address structure, transactions, and processes in connection with the Company’s efforts to structure transactions tax-efficiently and to report tax liability appropriately

● This service can also include assistance with obtaining governmental tax and non-tax economic incentives for business expansion, hiring or job retention

● Consultation on certain research and planning projects where technical knowledge is a valuable supplement to the independent research of the Company’s tax personnel. Such research could address the applicable tax laws in any of the geographic areas in which the Company operates and could include the following technical areas: inclusion of receipts in taxable revenue, with respect to timing, amount and allocation between taxing jurisdictions; deductibility of expenditures from taxable income with respect to timing and allocation between taxing jurisdictions; application of limitations on the utilization of tax attributes, including tax credits and operating loss carryovers; implications to employees and the Company resulting from compensation paid or accrued, employee benefits, and reimbursed expenditures; reorganizations, mergers and formation of new entities; or the applicability and planning related to transaction taxes

● Tax audit representation and dispute resolution services to assist the Company with the tax examination by the tax authorities. Services include pre- and post-transaction reviews to help understand the level of risk associated with transactions, and assistance in settlement of tax authority audits and reviews to help determine if any additional tax charges are correct and that any associated interest and penalties are appropriate. The service may include assistance with voluntary compliance or disclosure initiatives. This service does not include representation before a tax court or behind the scenes assistance to counsel in those matters

● Transfer pricing advisory services, including assistance in planning a transfer pricing approach and meeting its associated documentation requirements. Services can include assistance with transfer pricing controversy planning and resolution during the examination and appeals process, as well as assistance in Advance Pricing Agreement Negotiations and Competent Authority Proceedings with local and foreign taxing authorities. These services could include transfer pricing-related valuation activities for tax compliance or tax planning purposes

Fees for tax services will be based on hours incurred at standard hourly rates less the applicable discounts agreed upon with management or a fixed fee plus out-of-pocket expenses

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EX-10.4

Exhibit 10.4

HEALTHY GREEN GROUP HOLDING LIMITED

NOMINATION COMMITTEE CHARTER

PURPOSE:

The purpose of the Nomination Committee (the “Committee”) of the Board of Directors (the “Board”) of Healthy Green Group Holding Limited (the “Corporation”) shall be to review and make recommendations to the Board regarding matters concerning corporate governance; review the composition of and evaluate the performance of the Board; recommend persons for election to the Board and evaluate director compensation; review the composition of committees of the Board and recommend persons to be members of such committees; review and maintain compliance of committee membership with applicable regulatory requirements; and review conflicts of interest of members of the Board and corporate officers. In addition, the Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board may from time to time prescribe.

MEMBERSHIP:

The Committee shall consist of no fewer than two members of the Board. All members of the Committee shall be appointed by a majority of the Board and shall be independent of the Corporation and its affiliates, shall have no relationship to the Corporation or its affiliates that may interfere with the exercise of their independence, and shall otherwise be deemed to be “independent directors” as defined in Rule 5605 (e)(2) of the NASDAQ Listing Rules. The Board may designate one member of the Committee as its Chair. The Committee may form and delegate authority to subcommittees, consisting of no fewer than two members of the Committee, when appropriate. No member of the Committee shall be removed except by a majority vote of the independent directors then in office.

RESPONSIBILITIES:

The responsibilities and duties of the Committee shall include:

Composition of the Board of Directors, Evaluation, and Nomination Activities

1. Reviewing the composition and size of the Board and determining the criteria for membership of the Board, including issues of character, judgment, independence, diversity, age, expertise, corporate experience, length of service, and other commitments outside the Corporation.

2. Conducting an annual evaluation of the Board.

3. Identifying, considering, and recommending candidates to fill new positions or vacancies on the Board, and reviewing any candidates recommended by stockholders in accordance with the bylaws. In performing these duties, the Committee shall have the authority to retain any search firm to be used to identify candidates for the Board and shall have sole authority to approve the search firm’s fees and other retention terms.

4. Evaluating the performance of individual members of the Board eligible for re-election and recommending the director nominees by class for election to the Board by the stockholders at the annual meeting of stockholders.

5. Evaluating director compensation, consulting with outside consultants when appropriate, and making recommendations to the Board regarding director compensation.

6. Reviewing and making recommendations to the Board with respect to a Director Option Plan and any proposed amendments thereto, subject to obtaining stockholder approval of any amendments as required by law or NASDAQ Listing Rules or otherwise.

7. Selection of New Directors.

a. Recommend to the Board criteria for Board and committee membership, which shall include a description of any specific, minimum qualifications that the Nomination Committee believes must be met by a Nomination Committee recommended nominee, and a description of any specific qualities or skills that the Nomination Committee believes are necessary for one or more of the Company’s directors to possess, and annually reassess the adequacy of such criteria and submit any proposed changes to the Board for approval.

b. Establish a policy regarding the consideration of director candidates recommended by stockholders.

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c. Establish procedures to be followed by securityholders in submitting recommendations for director candidates to the Nomination Committee. The current procedures to be followed by securityholders are set forth below:

i. All securityholder recommendations for director candidates must be submitted to the Secretary of the Company, who will forward all recommendations to the Nomination Committee.

ii. All securityholder recommendations for director candidates must be submitted to the Company not less than 120 calendar days prior to the date on which the Company’s proxy statement was released to stockholders in connection with the previous year’s annual meeting.

iii. All securityholder recommendations for director candidates must include the following information:

1. The name and address of record of the securityholder.

2. A representation that the securityholder is a record holder of the Company’s securities, or if the securityholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Securities Exchange Act of 1934.

3. The name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five (5) full fiscal years of the proposed director candidate.

4. A description of the qualifications and background of the proposed director candidate which addresses the minimum qualifications and other criteria for Board membership approved by the Board from time to time and set forth in this Charter.

5. A description of all arrangements or understandings between the securityholder and the proposed director candidate.

6. The consent of the proposed director candidate (i) to be named in the proxy statement relating to the Company’s annual meeting of stockholders and (ii) to serve as a director if elected at such annual meeting.

7. Any other information regarding the proposed director candidate that is required to be included in a proxy statement filed pursuant to the rules of the Securities and Exchange Commission.

d. Establish a process for identifying and evaluating nominees for the Board, including nominees recommended by securityholders. The current process for identifying and evaluating nominees for the Board is as follows:

i. The Nomination Committee may solicit recommendations from any or all of the following sources: non-management directors, the Chief Executive Officer, other executive officers, third-party search firms, or any other source it deems appropriate.

ii.

The Nomination Committee will review and evaluate the qualifications of any such proposed director candidate and conduct inquiries it deems appropriate.

iii.

The Nomination Committee will evaluate all such proposed director candidates in the same manner, with no regard to the source of the initial recommendation of such proposed director candidate. In identifying and evaluating proposed director candidates, the Nomination Committee may consider, in addition to the minimum qualifications and other criteria for Board membership approved by the Board from time to time, all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the proposed director candidate, his or her depth and breadth of business experience or other background characteristics, his or her independence and the needs of the Board.

e. Upon identifying individuals qualified to become members of the Board, consistent with the minimum qualifications and other criteria approved by the Board from time to time, recommend that the Board select the director nominees for election at each annual meeting of stockholders; provided that, if the Company is legally required by contract or otherwise to provide third parties with the ability to nominate individuals for election as a member of the Board (pursuant, for example, to the rights of holders of preferred stock to elect directors upon a dividend default or in accordance with shareholder agreements or management agreements), the selection and nomination of such director nominees shall be governed by such contract or other arrangement and shall not be the responsibility of the Nomination Committee.

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f. Consider recommendations in light of the requirement that a majority of the Board be comprised of directors who meet the independence requirements set forth in Rule 5605(a)(2) of the Listing Rules of the NASDAQ Stock Market LLC.

g. Recommend that the Board select the directors for appointment to committees of the Board.

h. Review all stockholder nominations and proposals submitted to the Company (including any proposal relating to the procedures for making nominations or electing directors), determine whether the nomination or proposal was submitted in a timely manner and, in the case of a director nomination, whether the nomination and the nominee satisfy all applicable eligibility requirements, and recommend to the Board appropriate action on each such nomination or proposal.

Committees of the Board of Directors

1. Periodically reviewing the composition of each committee of the Board and making recommendations to the Board for the creation of additional committees or the change in mandate or dissolution of committees.

2. Recommending to the Board persons to be members of the various committees and Committee Chairperson, annually.

Conflicts of Interest

1. Reviewing and monitoring compliance with the Corporation’s Code of Business Conduct and Ethics.

2. Considering questions of possible conflicts of interest of members of the Board and of corporate officers.

3. Reviewing actual and potential conflicts of interest of members of the Board and corporate officers and clearing any involvement of such persons in matters that may involve a conflict of interest.

GENERAL

The Nomination Committee may establish and delegate authority to subcommittees consisting of one or more of its members, when the Nomination Committee deems it appropriate to do so in order to carry out its responsibilities.

The Nomination Committee shall make regular reports to the Board concerning areas of the Nomination Committee’s responsibility.

In carrying out its responsibilities, the Nomination Committee shall be entitled to rely upon advice and information that it receives in its discussions and communications with management and such experts, advisors, and professionals with whom the Nomination Committee may consult. The Nomination Committee shall have the authority to request that any officer or employee of the Company, the Company’s outside legal counsel, the Company’s independent auditor or any other professional retained by the Company to render advice to the Company attend a meeting of the Nomination Committee or meet with any members of or advisors to the Nomination Committee. The Nomination Committee shall also have the authority to engage legal, accounting, or other advisors to provide it with advice and information in connection with carrying out its responsibilities and shall have sole authority to approve any such advisor’s fees and other retention terms.

The Nomination Committee may perform such other functions as may be requested by the Board from time to time.

MEETINGS:

The Committee will meet at least once a year. The Committee may establish its own meeting schedule, which it will provide to the Board. Special meetings may be convened as required. The Committee, or its Chair, shall report to the Board on the results of these meetings. The Committee may invite to its meetings other Directors, Corporate management, and such other persons, as the Committee deems appropriate in order to carry out its responsibilities. A majority of the members of the Committee, present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, shall constitute a quorum.

The Committee will maintain written minutes of its meetings, which shall be filed with the minutes of the meetings of the Board.

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EVALUATION OF THE COMMITTEE’S PERFORMANCE:

The Committee shall, on an annual basis, evaluate its performance under this Charter. The Committee shall address all matters that the Committee considers relevant to its performance. The Committee shall deliver a report setting forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Board’s or the Corporation’s policies or procedures.

COMMITTEE RESOURCES:

The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities, and may retain, at the Corporation’s expense, such independent counsel, or other advisors as it deems necessary. The Committee shall have the sole authority to retain or terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm’s fees and other retention terms, and such related fees are to be borne by the Corporation.

REPORTS:

The Committee will record its summaries of recommendations to the Board in written form, which will be incorporated as a part of the minutes of the meeting of the Board at which those recommendations are presented.

MINUTES:

The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

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EX-10.5

Exhibit 10.5

HEALTHY GREEN GROUP HOLDING LIMITED

COMPENSATION COMMITTEE CHARTER

PURPOSE:

The Compensation Committee of the Board of Directors (“the Board) of Healthy Green Group Holding Limited (the “Corporation”) is established pursuant to this charter. The purpose of the Compensation Committee is to review and make recommendations to the Board regarding all forms of compensation to be provided to the executive officers and directors of the Corporation, including stock compensation and loans, and all bonus and stock compensation to all employees.

The Compensation Committee has the authority to undertake the specific duties and responsibilities listed below and will have the authority to undertake such other specific duties as the Board may from time to time prescribe.

MEMBERSHIP:

The Compensation Committee shall consist of at least two (2) members of the Board, all of whom shall be independent directors in accordance with Rule 5605 (d) of the NASDAQ Listing Rules. The members of the Compensation Committee will be appointed by a majority of the Board. No member of the Compensation Committee shall be removed except by a majority vote of the independent directors then in office.

RESPONSIBILITIES:

The responsibilities and duties of the Compensation Committee shall include:

1. To review and approve annually the corporate goals and objectives applicable to the compensation of the chief executive officer (“CEO”), evaluate at least annually the CEO’s performance in light of those goals and objectives, and determine and approve the CEO’s compensation level based on this evaluation. In determining the long-term incentive component of CEO compensation, the Compensation Committee may consider the Corporation’s performance and relative stockholder return, the value of similar incentive awards given to CEOs at comparable companies and the awards given to the company’s CEO in past years.

2. Matters Related to Compensation of the Officers Other Than the Chief Executive Officer:

a. Review and approve the proposed compensation for all Officers of the Company other than the CEO; for purposes hereof, the term “Officer” shall mean any officer at C-level, and any individual that reports directly to the CEO.

b. Review no less frequently than annually the aggregate amount of compensation being paid or potentially payable to the Company’s Officers.

c. Reviewing and making recommendations to the Board regarding the compensation policy for executive officers and directors of the Corporation, and such other officers of the Corporation as directed by the Board.

3. Reviewing and making recommendations to the Board regarding all forms of compensation (including all “plan” compensation, as such term is defined in Item 402(a)(7) of Regulation S-K promulgated by the U.S. Securities and Exchange Commission, and all non-plan compensation) to be provided to the executive officers of the Corporation.

4. Reviewing and making recommendations to the Board regarding general compensation goals and guidelines for the Corporation’s employees and the criteria by which bonuses to the Corporation’s employees are determined.

5. Acting as Administrator of any Stock Option Plan and administering, within the authority delegated by the Board, any Employee Stock Purchase Plan adopted by the Corporation. In its administration of the plans, the Compensation Committee may, pursuant to authority delegated by the Board, grant stock options or stock purchase rights to individuals eligible for such grants and amend such stock options or stock purchase rights. The Compensation Committee shall also make recommendations to the Board with respect to amendments to the plans and changes in the number of shares reserved for issuance hereunder.

6. Review and approve grants and awards under incentive-based compensation plans and equity-based plans, in each case consistent with the terms of such plans.

7. Review and make such recommendations to the Board as the Compensation Committee deems advisable with regard to policies and procedures for the grant of equity-based awards by the Company.

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8. Reviewing and making recommendations to the Board regarding other plans that are proposed for adoption or adopted by the Corporation for the provision of compensation to employees of, directors of and consultants to the Corporation.

9. Preparing a report (to be included in the Corporation’s Annual Report on Form 20-F) which describes: (a) the criteria on which compensation paid to the Chief Executive Officer for the last completed fiscal year is based; (b) the relationship of such compensation to the Corporation’s performance; and (c) the Compensation Committee’s executive compensation policies applicable to executive officers.

10. Authorizing the repurchase of shares from terminated employees pursuant to applicable law.

11. If applicable, the Compensation Committee shall consider the results of the most recent stockholder advisory vote on executive compensation in its recommendations and decisions.

MEETINGS:

It is anticipated that the Compensation Committee will meet at least two times each year. However, the Compensation Committee may establish its own schedule, which it will provide to the Board in advance. At a minimum of one of such meetings annually, the Compensation Committee will consider stock plans, performance goals and incentive awards, and the overall coverage and composition of the compensation package. The Compensation Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. The Compensation Committee shall report regularly to the Board regarding its actions and make recommendations to the Board as appropriate.

The Compensation Committee may invite such members of management to its meetings as it deems appropriate. However, the Compensation Committee shall meet regularly without such members present, and in all cases the CEO and any other such officers shall not be present at meetings at which their compensation or performance is discussed or determined.

REPORTS:

The Compensation Committee will provide written reports to the Board of the Corporation regarding recommendations of the Compensation Committee submitted to the Board for action, and copies of the written minutes of its meetings.

Review and discuss with management the Compensation Discussion and Analysis to be included in the Company’s annual report on Form 20-F (“CD&A”).

Based on the Compensation Committee’s review and discussions with management of the CD&A, make a recommendation to the Board that the CD&A be included in the Company’s annual report on Form 20-F.

Prepare the Compensation Committee Report to be included in the Company’s annual report on Form 20-F in accordance with any applicable rules and regulations of the Securities and Exchange Commission, any securities exchange on which the Company’s securities are traded, and any other rules and regulations applicable to the Company.

EVALUATION OF COMMITTEE PERFORMANCE:

The Compensation Committee shall on an annual basis, evaluate its performance under this Charter. The Compensation Committee shall address all matters that the Board of Directors considers relevant to its performance. The Compensation Committee shall deliver a report setting forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Board’s or the Corporation’s policies or procedures.

COMMITTEE RESOURCES:

The Compensation Committee shall have the authority to obtain advice and seek assistance from internal and external legal, accounting, and other advisors. The Compensation Committee shall have sole authority to retain and terminate any compensation consultant to be used to evaluate director or officer compensation, including sole authority to approve the consulting firm’s fee and retention terms.

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EX-14

Exhibit 14

HEALTHY GREEN GROUP HOLDING LIMITED

CODE OF BUSINESS CONDUCT AND ETHICS

PURSUANT TO NASDAQ RULE 5610

AND

SECTION 406(C) OF THE SARBANES OXLEY ACT OF 2002

I. INTRODUCTION

This Code of Business Conduct and Ethics (the “Code”) helps ensure compliance with legal requirements and our standards of business conduct. This Code applies to directors, officers, and employees of HEALTHY GREEN GROUP HOLDING LIMITED (the “Corporation”). Therefore, all directors, officers and employees of the Corporation are expected to read and understand this Code, uphold these standards in day-to- day activities, comply with all applicable policies and procedures, and ensure that all agents and contractors are aware of, understand and adhere to these standards.

Because the principles described in this Code are general in nature, all corporate directors, officers, and employees should also review all applicable corporate policies and procedures for more specific instruction and contact the Corporation’s Chief Financial Officer (the “CFO”) with any questions.

The Corporation is committed to continuously reviewing and updating its policies and procedures.

Therefore, this Code is subject to modification. This Code supersedes all other such codes, policies, procedures, instructions, practices, rules or written or verbal representations to the extent they are inconsistent.

II. COMPLIANCE IS EVERYONE’S BUSINESS

Ethical business conduct is critical to the business of the Corporation. Each director, officer or employee has a responsibility is to respect and adhere to these practices. Many of these practices reflect legal or regulatory requirements. Violations of these laws and regulations can create significant liability for the violator, the Corporation, its directors, officers, and other employees.

Part of the job and ethical responsibility of each director, officer and employee is to help enforce this Code. Each director, officer and employee should be alert to possible violations and report possible violations to the CFO.

Each director, officer and employee must cooperate in any internal or external investigations of possible violations. Reprisal, threats, retribution, or retaliation against any person who has in good faith reported a violation or a suspected violation of law, this Code or other corporate policies, or against any person who is assisting in any investigation or process with respect to such a violation, is prohibited.

Violations of law, this Code, or other corporate policies or procedures should be reported to the CFO.

Violations of law, this Code or other corporate policies or procedures by corporate directors, officers or employees can lead to disciplinary action up to and including termination.

In trying to determine whether any given action is appropriate, use the following test.

Imagine that the words you are using or the action you are taking is going to be fully disclosed in the media with all the details, including your photo. If you are uncomfortable with the idea of this information being made public, perhaps you should think again about your words or your course of action.

In all cases, if you are unsure about the appropriateness of an event or action, please seek assistance in interpreting the requirements of these practices by contacting the CFO.

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III. YOUR RESPONSIBILITIES TO THE CORPORATION AND ITS SHAREHOLDERS

A. General Standards of Conduct

The Corporation expects all directors, officers, employees, agents, and contractors to exercise good judgment to ensure the safety and welfare of employees, agents, and contractors and to maintain a cooperative, efficient, positive, harmonious, and productive work environment and business organization. These standards apply while working on our premises, at offsite locations where our business is being conducted, at Corporate-sponsored business and social events, or at any other place where any director, officer or employee is acting as a representative of the Corporation. Directors, officers, employees, agents, or contractors who engage in misconduct or whose performance is unsatisfactory may be subject to corrective action, up to and including termination. Each director, officer and employee should review the employment handbook for more detailed information.

B. Applicable Laws

All Corporate directors, officers, employees, agents, and contractors must comply with all applicable laws, regulations, rules, and regulatory orders. Corporate directors, officers and employees located outside of the United States must comply with laws, regulations, rules, and regulatory orders of the United States, including the Foreign Corrupt Practices Act and the U.S. Export Control Act, in addition to applicable local laws. Each director, officer, employee, agent, and contractor must acquire appropriate knowledge of the requirements relating to his or her duties sufficient to enable him or her to recognize potential dangers and to know when to seek advice from the CFO on specific Corporate policies and procedures. Violations of laws, regulations, rules, and orders may subject the director, officer, employee, agent or contractor to individual criminal or civil liability, as well as to discipline by the Corporation. Such individual violations may also subject the Corporation to civil or criminal liability or the loss of business.

C. Conflicts of Interest

Each director, officer and employee has a responsibility to the Corporation, the stockholders and each other.

Although this duty does not prevent any director, officer, and employee from engaging in personal transactions and investments, it does demand avoiding situations where a conflict of interest might occur or appear to occur. The Corporation is subject to scrutiny from many different individuals and organizations.

Each director, officer and employee should always strive to avoid even the appearance of impropriety.

What constitutes conflict of interest? A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Corporation.

Examples include:

(i) Employment/Outside Employment. In consideration of the appointment or employment with the Corporation, each director, officer, and employee is expected to devote full attention to the business interests of the Corporation. Engaging in any activity that interferes with one’s performance or responsibilities to the Corporation or is otherwise in conflict with or prejudicial to the Corporation is prohibited. The Corporation’s policies prohibit any director, officer, or employee from accepting simultaneous employment with a Corporate supplier, customer, developer, or competitor, or from taking part in any activity that enhances or supports a competitor’s position. Additionally, each director, officer and employee must disclose to the Corporation any interest that may conflict with the business of the Corporation. Any questions on this requirement should be directed to a supervisor or the CFO.

(ii) Outside Directorships. It is a conflict of interest to serve as a director of any company that competes with the Corporation. Although a director, officer and employee may serve as a director of a Corporate supplier, customer, developer, or other business partner, the Corporation’s policy requires that approval first be obtained from the Corporation’s Board of Directors (the “Board”) before accepting a directorship. Any compensation received should be commensurate to the responsibilities of holding such position. Such approval may be conditioned upon the completion of specified actions.

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(iii) Business Interests. If a director, officer, and employee is considering investing in a Corporate customer, supplier or competitor, great care must be taken to ensure that these investments do not compromise any responsibilities owed to the Corporation. Many factors should be considered in determining whether a conflict exists, including the size and nature of the investment; the ability to influence the Corporation’s decisions; access to confidential information of the Corporation or of the other company; and the nature of the relationship between the Corporation and the other company.

(iv) Related Parties. As a rule, conducting Corporate business with a relative or significant other, or with a business in which a relative or significant other is associated in any significant role, should be avoided. Relatives include spouse, sister, brother, daughter, son, mother, father, grandparents, aunts, uncles, nieces, nephews, cousins, step relationships, and in-laws. Significant others include persons living in a spousal (including same sex) or familial fashion with an employee.

If such a related party transaction is unavoidable, the nature of the related party transaction must be fully disclosed to the CFO. If determined to be material to the Corporation by the CFO, the Corporation’s Audit Committee must review and approve in writing in advance such related party transactions. The most significant related party transactions, particularly those involving the Corporation’s directors or executive officers, must be reviewed, and approved in writing in advance by the Corporation’s Board. The Corporation must report all such material related party transactions under applicable accounting rules, federal securities laws, and SEC rules and regulations, and securities market rules. Any dealings with a related party must be conducted in such a way that no preferential treatment is given to this business.

The Corporation discourages the employment of relatives and significant others in positions or assignments within the same department and prohibits the employment of such individuals in positions that have a financial dependence or influence (e.g., an auditing or control relationship, or a supervisor/subordinate relationship). The purpose of this policy is to prevent the organizational impairment and conflicts that are a likely outcome of the employment of relatives or significant others, especially in a supervisor/subordinate relationship. If a question arises about whether a relationship is covered by this policy, the CFO is responsible for determining whether this policy covers an applicant or transferee’s acknowledged relationship. The CFO shall advise all affected applicants and transferees of this policy. Willful withholding of information regarding a prohibited relationship/reporting arrangement may be subject to corrective action, up to and including termination. If a prohibited relationship exists or develops between two employees, the employee in the senior position must bring this to the attention of his/her supervisor. The Corporation retains the prerogative to separate the individuals at the earliest possible time, either by reassignment or by termination, if necessary.

(v) Other Situations. Because other conflicts of interest may arise, it would be impractical to attempt to list all possible situations. Directors, officers, and employees should consult the CFO if a proposed transaction or situation raises any questions or doubts.

D. Corporate Opportunities

Employees, officers, and directors may not exploit for their own personal gain opportunities that are discovered using corporate property, information, or position unless the opportunity is disclosed fully in writing to the Corporation’s Board and the Board declines to pursue such opportunity.

E. Protecting the Corporation’s Confidential Information

The Corporation’s confidential information is an asset. The Corporation’s confidential information includes our database of customer contacts; details regarding our equipment procurement sources; names and lists of customers, suppliers, and employees; and financial information. This information is the property of the Corporation and may be protected by patent, trademark, copyright, and trade secret laws. All confidential information must be used for Corporate business purposes only. Every director, officer, employee, agent, and contractor must safeguard it.

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THIS RESPONSIBILITY INCLUDES NOT DISCLOSING THE CORPORATION’S CONFIDENTIAL INFORMATION SUCH AS INFORMATION REGARDING THE CORPORATION’S PRODUCTS OR BUSINESS OVER THE INTERNET.

Each director, officer and employee is also responsible for properly labeling all documentation shared with or correspondence sent to the CFO or outside counsel as “Attorney-Client Privileged.” This responsibility includes the safeguarding, securing and proper disposal of confidential information in accordance with the Corporation’s policy on Maintaining and Managing Records set forth in Section III.I of this Code. This obligation extends to confidential information of third parties, which the Corporation has rightfully received under Non-Disclosure Agreements. See the Corporation’s policy dealing with Handling Confidential Information of Others set forth in Section IV.D of this Code.

(i) Proprietary Information and Invention Agreement. Upon joining the Corporation, each director, officer, and employee signed an agreement to protect and hold confidential the Corporation’s proprietary information. This agreement remains in effect for the entire term of employment with the Corporation and remains in effect thereafter. Under this agreement, the Corporation’s confidential information may not be disclosed to anyone or used to benefit anyone other than the Corporation without the prior written consent of an authorized Corporate officer.

(ii) Disclosure of Corporate Confidential Information. To further the Corporation’s business from time to time, confidential information of the Corporation may be disclosed to potential business partners. However, such disclosure should never be done without careful consideration of its potential benefits and risks. If, in consultation with a manager and other appropriate Corporate management, it is determined that disclosure of confidential information is necessary, the CFO should be contacted to ensure that an appropriate written nondisclosure agreement is signed prior to the disclosure. The Corporation has standard nondisclosure agreements suitable for most disclosures. A third party’s nondisclosure agreement must not be signed and no changes should be accepted to the Corporation’s standard nondisclosure agreements without review and approval by the CFO. In addition, all Corporate materials that contain Corporate confidential information, including presentations, must be reviewed, and approved by the CFO prior to publication or use.

Furthermore, any employee publication or publicly made statement that might be perceived or construed as attributable to the Corporation, made outside the scope of his or her employment with the Corporation, must be reviewed in advance and approved in writing by the CFO and must include the Corporation’s standard disclaimer that the publication or statement represents the views of the specific author and not of the Corporation.

(iii) Requests by Regulatory Authorities. The Corporation and its directors, officers, employees, agents, and contractors must cooperate with appropriate government inquiries and investigations. In this context, however, it is important to protect the legal rights of the Corporation with respect to its confidential information. All government requests for information, documents or investigative interviews must be referred to the CFO. No financial information may be disclosed without the prior approval of the CFO.

(iv) Corporate Spokespeople. Specific policies have been established regarding who may communicate information to the press and the financial analyst community. All inquiries or calls from the press and financial analysts should be referred to the CFO. The Corporation has designated its Chief Executive Officer (“CEO”) and CFO as official Corporate spokespeople for financial matters. These designees are the only people who may communicate with the press on behalf of the Corporation.

F. Obligations under Securities Laws- “Insider” Trading

Obligations under the U.S. securities laws apply to everyone. In the normal course of business, officers, directors, employees, agents, contractors, and consultants of the Corporation may come into possession of significant, sensitive information. This information is the property of the Corporation, and any director, officer, or employee in possession of such information has been entrusted with it. No director, officer or employee may profit from it by buying or selling securities on their own behalf or passing on the information to others to enable them to profit or for them to profit on behalf of such director, officer, or employee. The purpose of this policy is both to inform all Corporate employees of the legal responsibilities and to make clear that the misuse of sensitive information is contrary to Corporate policy and U.S. securities laws.

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Insider trading is a crime, penalized by fines of up to $5,000,000 and 20 years in jail for individuals. In addition, the SEC may seek the imposition of a civil penalty of up to three times the profits made or losses avoided from the trading. Insider traders must also disgorge any profits made and are often subjected to an injunction against future violations. Finally, insider traders may be subjected to civil liability in private lawsuits.

Employers and other controlling persons (including supervisory personnel) are also at risk under U.S. securities laws. Controlling persons may, among other things, face penalties of the greater of $5,000,000 or three times the profits made or losses avoided by the trader if they recklessly fail to take preventive steps to control insider trading. Thus, it is important that insider-trading violations not occur. Stock market surveillance techniques are becoming increasingly sophisticated, and the chance that U.S. federal or other regulatory authorities will detect and prosecute even small-level trading is significant. Insider trading rules are strictly enforced, even in instances when the financial transactions seem small. Any questions about the ability to trade should be directed to the CFO.

The Corporation has imposed a trading blackout period on members of the Board, executive officers, and certain designated employees who, because of their position with the Corporation, are more likely to be exposed to material nonpublic information about the Corporation. These directors, executive officers and employees generally may not trade in Corporate securities during the blackout periods.

For more details, and to determine whether a trade restriction applies during trading Blackout periods, each director, officer, and employee should review the Corporation’s Insider Trading Compliance Program carefully, paying attention to the specific policies and the potential criminal and civil liability and disciplinary action for insider trading violations. Directors, officers, employees, agents, and contractors of the Corporation who violate this policy are also be subject to disciplinary action by the Corporation, which may include termination of employment or of business relationship. All questions regarding the Corporation’s Insider Trading Compliance Program should be directed to the Corporation’s CFO.

G. Prohibition against Short Selling of Corporate Stock

No Corporate director, officer or other employee, agent or contractor may, directly or indirectly, sell any equity security, including derivatives, of the Corporation (1) if he or she does not own the security sold, or (2) if he or she owns the security, does not deliver it against such sale (a “short sale against the box”) within twenty days thereafter, or does not within five days after such sale deposit it in the mails or other usual channels of transportation. No Corporate director, officer or other employee, agent or contractor may engage in short sales. A short sale, as defined in this policy, means any transaction whereby one may benefit from a decline in the Corporation’s stock price. While law from engaging in short sales of Corporation’s securities does not prohibit employees who are not executive officers or directors, the Corporation has adopted as policy that employees may not do so.

H. Use of Corporation’s Assets

(i) General. Protecting the Corporation’s assets is a key fiduciary responsibility of every director, officer, employee, agent, and contractor. Care should be taken to ensure that assets are not misappropriated, loaned to others, or sold or donated, without appropriate authorization. All Corporate directors, officers, employees, agents, and contractors are responsible for the proper use of Corporate assets, and must safeguard such assets against loss, damage, misuse, or theft.

Directors, officers, employees, agents, or contractors who violate any aspect of this policy or who demonstrate poor judgment in the way they use any Corporate asset may be subject to disciplinary action, up to and including termination of employment or business relationship at the Corporation’s sole discretion. Corporate equipment and assets are to be used for Corporate business purposes only. Directors, officers, employees, agents, and contractors may not use Corporate assets for personal use, nor may they allow any other person to use Corporate assets. All questions regarding this policy should be brought to the attention of the CFO.

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(ii) Physical Access Control. The Corporation has and will continue to develop procedures covering physical access control to ensure privacy of communications, maintenance of the security of the Corporation communication equipment, and safeguard Corporate assets from theft, misuse, and destruction. Each director, officer and employee is personally responsible for complying with the level of access control that has been implemented in the facility where such director, officer and employee works on a permanent or temporary basis and must not defeat or cause to be defeated the purpose for which the access control was implemented.

(iii) Corporate Funds. Every Corporate director, officer or employee is personally responsible for all Corporate funds over which he or she exercises control. Corporate agents and contractors should not be allowed to exercise control over Corporate funds. Corporate funds must be used only for Corporate business purposes. Every Corporate director, officer, employee, agent, and contractor must take reasonable steps to ensure that the Corporation receives good value for Corporate funds spent and must maintain accurate and timely records of each expenditure. Expense reports must be accurate and submitted in a timely manner. Corporate directors, officers, employees, agents, and contractors must not use Corporate funds for any personal purpose.

(iv) Computers and Other Equipment. The Corporation strives to furnish directors, officers, and employees with the equipment necessary to do their jobs efficiently and effectively. Each director, officer and employee must care for that equipment and use it responsibly only for Corporate business purposes. If Corporate equipment is used at home or off site, precautions must be taken to protect it from theft or damage. All Corporate equipment must be returned immediately upon termination of employment. While computers and other electronic devices are made accessible to directors, officers and employees to assist them to perform their jobs and to promote the Corporation’s interests, all such computers and electronic devices, whether used entirely or partially on the Corporation’s premises or with the aid of the Corporation’s equipment or resources, must remain fully accessible to the Corporation and, to the maximum extent permitted by law, will remain the sole and exclusive property of the Corporation.

Directors, officers, employees, agents, and contractors should not maintain any expectation of privacy with respect to information transmitted over, received by, or stored in any electronic communications device owned, leased, or operated in whole or in part by or on behalf of the Corporation. To the extent permitted by applicable law, the Corporation retains the right to gain access to any information received by, transmitted by, or stored in any such electronic communications device, by and through its directors, officers, employees, agents, contractors, or representatives, at any time, either with or without a director’s, officer’s, employee’s or third party’s knowledge, consent, or approval.

(v) Software. All software used by directors, officers, and employees to conduct Corporate business must be appropriately licensed. Directors, officers, and employees should never make or use illegal or unauthorized copies of any software, whether in the office, at home, or on the road, since doing so may constitute copyright infringement and may expose such director, officer, employee and the Corporation to potential civil and criminal liability. In addition, use of illegal or unauthorized copies of software may subject the director, officer, and employee to disciplinary action, up to and including termination. The Corporation’s Information Technology Department will inspect Corporate computers periodically to verify that only approved and licensed software has been installed. Any non-licensed/supported software will be removed.

(vi) Electronic Usage. The purpose of this policy is to make certain that directors, officers, and employees utilize electronic communication devices in a legal, ethical, and appropriate manner. This policy addresses the Corporation’s responsibilities and concerns regarding the fair and proper use of all electronic communications devices within the organization, including computers, e- mail, connections to the Internet, intranet and extranet and any other public or private networks, voice mail, video conferencing, facsimiles, and telephones. Posting or discussing information concerning the Corporation’s products or business on the Internet without the prior written consent of the Corporation’s CFO is prohibited. Any other form of electronic communication used by directors, officers, or employees currently or in the future is also intended to be encompassed under this policy. It is not possible to identify every standard and rule applicable to the use of electronic communications devices. Directors, officers, and employees are therefore encouraged to use sound judgment whenever using any feature of our communications systems and are expected to review, understand and follow such policies and procedures.

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I. Maintaining and Managing Records

The purpose of this policy is to set forth and convey the Corporation’s business and legal requirements in managing records, including all recorded information regardless of medium or characteristics. Records include paper documents, CDs, computer hard disks, email, floppy disks, microfiche, microfilm, or all other media. Local, state, federal, foreign, and other applicable laws, rules, and regulations require the Corporation to retain certain records and to follow specific guidelines in managing its records. Civil and criminal penalties for failure to comply with such guidelines can be severe for directors, officers, employees, agents, contractors and the Corporation, and failure to comply with such guidelines may subject the director, officer, employee, agent, or contractor to disciplinary action, up to and including termination of employment or business relationship at the Corporation’s sole discretion. All original executed documents that evidence contractual commitments or other obligations of the Corporation must be forwarded to the CFO promptly upon completion. Such documents will be maintained and retained in accordance with the Corporation’s record retention policies.

J. Records on Legal Hold.

A legal hold suspends all document destruction procedures to preserve appropriate records under special circumstances, such as litigation or government investigations. The CFO determines and identifies what types of Corporate records or documents are required to be placed under a legal hold. Every Corporate director, officer, employee, agent, and contractor must comply with this policy. Failure to comply with this policy may subject the director, officer, employee, agent, or contractor to disciplinary action, up to and including termination of employment or business relationship at the Corporation’s sole discretion.

The CFO will notify any director, officer, or employee if a legal hold is placed on records for which that person is responsible. The necessary records must thereafter be preserved and protected in accordance with instructions from the CFO.

RECORDS OR SUPPORTING DOCUMENTS THAT HAVE BEEN PLACED UNDER A LEGAL HOLD MUST NOT BE DESTROYED, ALTERED, OR MODIFIED UNDER ANY CIRCUMSTANCES.

A legal hold remains effective until it is officially released in writing by the CFO.

Any questions about whether a document has been placed under a legal hold should be directed to the CFO and the document should be preserved and protected until the CFO provides clarification.

K. Payment Practices

(i) Accounting Practices. The Corporation’s responsibilities to its stockholders and the investing public require that all transactions be fully and accurately recorded in the Corporation’s books and records in compliance with all applicable laws. False or misleading entries, unrecorded funds or assets, or payments without appropriate supporting documentation and approval are strictly prohibited and violate Corporate policy and the law.

Additionally, all documentation supporting a transaction should fully and accurately describe the nature of the transaction and be processed in a timely fashion.

(ii) Political Contributions. The Corporation reserves the right to communicate its position on important issues to elected representatives and other government officials. It is the Corporation’s policy to comply fully with all local, state, federal, foreign, and other applicable laws, rules and regulations regarding political contributions. The Corporation’s funds or assets must not be used for, or be contributed to, political campaigns or political practices under any circumstances without the prior written approval of the CFO and, if required, the Board.

(iii) Prohibition of Inducements. Under no circumstances may directors, officers, employees, agents, or contractors offer to pay, make payment, promise to pay, or issue authorization to pay any money, gift, or anything of value to customers, vendors, consultants, or other party that is perceived as intending, directly or indirectly, to improperly influence any business decision, any act or failure to act, any commitment of fraud, or opportunity for the commission of any fraud. Inexpensive gifts, infrequent business meals, celebratory events, and entertainment, provided that they are not excessive or create an appearance of impropriety, do not violate this policy.

Questions regarding whether a payment or gift violates this policy should be directed to the CFO.

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L. Foreign Corrupt Practices Act.

The Corporation requires full compliance with the Foreign Corrupt Practices Act (FCPA) by all its directors, officers, employees, agents, and contractors.

The anti-bribery and corrupt payment provisions of the FCPA make illegal any corrupt offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value to any foreign official, or any foreign political party, candidate or official, for the purpose of influencing any act or failure to act in the official capacity of that foreign official or party; or inducing the foreign official or party to use influence to affect a decision of a foreign government or agency, in order to obtain or retain business for anyone, or direct business to anyone.

All Corporate directors, officers, employees, agents, and contractors, whether located in the United States or abroad, are responsible for FCPA compliance and the procedures to ensure FCPA compliance.

All managers and supervisory personnel are expected to monitor continued compliance with the FCPA to ensure compliance with the highest moral, ethical, and professional standards of the Corporation. FCPA compliance includes the Corporation’s policy on Maintaining and Managing Records in Section III.I of this Code.

Laws in most countries outside of the United States also prohibit or restrict government officials or employees of government agencies from receiving payments, entertainment, or gifts for winning or keeping business. No contract or agreement may be made with any business in which a government official or employee holds a significant interest, without the prior approval of the CFO.

M. Export Controls

Several countries maintain controls on the destinations to which products or software may be exported. Some of the strictest export controls are maintained by the United States against countries that the U.S. government considers unfriendly or as supporting international terrorism. The U.S. regulations are complex and apply both to exports from the United States and to exports of products from other countries, when those products contain components or technology of U.S. origin. Software created in the United States is subject to these regulations even if duplicated and packaged abroad. In some circumstances, an oral presentation containing technical data made to foreign nationals in the United States may constitute a controlled export. The CFO can provide guidance on which countries are prohibited destinations for Corporate products or whether a proposed technical presentation to foreign nationals may require a U.S. Government license.

IV. RESPONSIBILITIES TO OUR CUSTOMERS AND OUR SUPPLIERS

A. Customer Relationships

Each time a director, officer or employee meets any Corporate customers or potential customers, that director, officer, or employee represents the Corporation and should therefore act in a manner that creates value for the Corporation’s customers and helps to build a relationship based upon trust. The Corporation and its employees have provided products and services for many years and have built up significant goodwill over that time. This goodwill is one of our most important assets, and the Corporation employees, agents and contractors must act to preserve and enhance our reputation.

B. Payments or Gifts from Others

Under no circumstances may directors, officers, employees, agents, or contractors accept any offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value from customers, vendors, consultants, or other party that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any commitment of fraud, or opportunity for the commission of any fraud. Inexpensive gifts, infrequent business meals, celebratory events, and entertainment, if they are not excessive or create an appearance of impropriety, do not violate this policy. Questions regarding whether a payment or gift violates this policy are to be directed to the CFO.

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Gifts given by the Corporation to suppliers or customers or received from suppliers or customers should always be appropriate to the circumstances and should never be of a kind that could create an appearance of impropriety. The nature and cost must always be accurately recorded in the Corporation’s books and records.

C. Publications of Others

The Corporation subscribes to many publications that help directors, officers and employees do their jobs better. These include newsletters, reference works, online reference services, magazines, books, and other digital and printed works. Copyright law generally protects these works, and their unauthorized copying and distribution constitute copyright infringement. Consent of the publisher of a publication must be obtained before copying publications or significant parts of them. Any questions about whether a publication may be copied should be directed to the CFO.

D. Handling the Confidential Information of Others

The Corporation has many kinds of business relationships with many companies and individuals. Sometimes such other companies and individuals will volunteer confidential information about their products or business plans to induce the Corporation to enter a business relationship with them. At other times, the Corporation may request that a third party provide confidential information to permit the Corporation to evaluate a potential business relationship with that party. The Corporation must take special care to handle the confidential information of others responsibly, regardless of how it was obtained. Such confidential information should be handled in accordance with the agreements with such third parties. See also the Corporation’s policy on Maintaining and Managing Records in Section III.I of this Code.

(i) Appropriate Nondisclosure Agreements. Confidential information may take many forms, including an oral presentation about a company’s product development plans, which may contain protected trade secrets; a customer list or employee list; or a demo of an alpha version of a company’s new software, which may contain information protected by trade secret and copyright laws.

Employees, officers, and directors should never accept information offered by a third party that is represented as confidential, or which appears from the context or circumstances to be confidential, unless an appropriate nondisclosure agreement has been signed with the party offering the information.

THE CFO CAN PROVIDE NONDISCLOSURE AGREEMENTS TO FIT ANY SITUATION, AND WILL COORDINATE APPROPRIATE EXECUTION OF SUCH AGREEMENTS ON BEHALF OF THE CORPORATION.

Even after a nondisclosure agreement is in place, directors, officers, and employees should accept only the information necessary to accomplish the purpose of receiving it, such as a decision on whether to proceed to negotiate a deal. If more detailed or extensive confidential information is offered and it is not necessary for immediate purposes, it should be refused.

(ii) Need to Know. Once a third party’s confidential information has been disclosed to the Corporation, the Corporation has an obligation to abide by the terms of the relevant nondisclosure agreement and limit its use to the specific purpose for which it was disclosed and to disseminate it only to other Corporate employees with a need to know the information. Every director, officer, employee, agent and contractor involved in a potential business relationship with a third party must understand and strictly observe the restrictions on the use and handling of confidential information. Any questions about how to handle any such information should be directed to the CFO.

(iii) Notes and Reports. Any notes taken while reviewing the confidential information of a third party under a nondisclosure agreement, or any reports summarizing the results of the review or drawing conclusions about the suitability of a business relationship, can include confidential information disclosed by the other party and should be retained only long enough to complete the evaluation of the potential business relationship. Subsequently, they should be either destroyed or turned over to the CFO for safekeeping or destruction. As with any other disclosure of confidential information, these notes or reports should be marked as confidential and distributed only to those the Corporation employees with a need to know.

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(iv) Competitive Information. No director, officer or employee should attempt to obtain a competitor’s confidential information by improper means and should never contact a competitor regarding their confidential information. While the Corporation may, and does, employ former employees of competitors, it recognizes and respects the obligations of those employees not to use or disclose the confidential information of their former employers.

E. Selecting Suppliers

The Corporation’s suppliers make significant contributions to the success of the Corporation. To create an environment where Corporate suppliers have an incentive to work with the Corporation, they must be confident that they will be treated lawfully and in an ethical manner. The Corporation’s policy is to purchase supplies based on need, quality, service, price and terms and conditions. The Corporation’s policy is to select significant suppliers or enter significant supplier agreements though a competitive bid process where possible. Under no circumstances should any Corporate director, officer, employee, agent, or contractor attempt to coerce suppliers in any way. The confidential information of a supplier is entitled to the same protection as that of any other third party and must not be received before an appropriate nondisclosure agreement has been signed. A supplier’s performance should never be discussed with anyone outside the Corporation. A supplier to the Corporation is generally free to sell its products or services to any other party, including competitors of the Corporation. In some cases where the products or services have been designed, fabricated, or developed to our specifications the agreement between the parties may contain restrictions on sales.

F. Government Relations

It is the Corporation’s policy to comply fully with all applicable laws and regulations governing contact and dealings with government employees and public officials, and to adhere to high ethical, moral, and legal standards of business conduct. This policy includes strict compliance with all local, state, federal, foreign, and other applicable laws, rules, and regulations.

Any questions concerning government relations should be directed to the CFO.

G. Lobbying

Directors, officers, employees, agents, or contractors whose work requires lobbying communication with any member or employee of a legislative body or with any government official or employee in the formulation of legislation must have prior written approval of such activity from the CFO. Activity covered by this policy includes meetings with legislators or members of their staffs or with senior executive branch officials. Preparation, research, and other background activities that are done in support of lobbying communication are also covered by this policy even if the communication ultimately is not made.

H. Government Contracts

It is the Corporation’s policy to comply fully with all applicable laws and regulations that apply to government contracting. It is also necessary to strictly adhere to all terms and conditions of any contract with local, state, federal, foreign, or other applicable governments.

The CFO must review and approve all contracts with any government entity.

I. Free and Fair Competition

Most countries have well-developed bodies of law designed to encourage and protect free and fair competition. The Corporation is committed to obeying both the letter and spirit of these laws. The consequences of not doing so can be severe.

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These laws often regulate the Corporation’s relationships with its distributors, resellers, dealers, and customers. Competition laws generally address the following areas: pricing practices (including price discrimination), discounting, terms of sale, credit terms, promotional allowances, secret rebates, exclusive dealerships or distributorships, product bundling, restrictions on carrying competing products, termination, and many other practices.

Competition laws also govern, usually quite strictly, relationships between the Corporation and its competitors. As a rule, contacts with competitors should be limited and should always avoid subjects such as prices or other terms and conditions of sale, customers, and suppliers.

Employees, agents, or contractors of the Corporation may not knowingly make false or misleading statements regarding its competitors or the products of its competitors, customers, or suppliers. Participating with competitors in a trade association or in a standards creation body is acceptable when the association has been properly established, has a legitimate purpose, and has limited its activities to that purpose.

No director, officer, employee, agent or contractor shall at any time or under any circumstances enter into an agreement or understanding, written or oral, express or implied, with any competitor concerning prices, discounts, other terms or conditions of sale, profits or profit margins, costs, allocation of product or geographic markets, allocation of customers, limitations on production, boycotts of customers or suppliers, or bids or the intent to bid or even discuss or exchange information on these subjects. In some cases, legitimate joint ventures with competitors may permit exceptions to these rules, as may bona fide purchases from or sales to competitors on non-competitive products, but the CFO must review all such proposed ventures in advance. These prohibitions are absolute and strict observance is required.

Collusion among competitors is illegal, and the consequences of a violation are severe. Although the spirit of these laws, known as “antitrust,” “competition,” “consumer protection” or unfair competition laws, is straightforward, their application to situations can be quite complex. To ensure that the Corporation complies fully with these laws, each director, officer, and employee should have a basic knowledge of them and should involve the CFO early on when questionable situations arise.

J. Industrial Espionage

It is the Corporation’s policy to lawfully compete in the marketplace. This commitment to fairness includes respecting the rights of competitors and abiding by all applicable laws during competing. The purpose of this policy is to maintain the Corporation’s reputation as a lawful competitor and to help ensure the integrity of the competitive marketplace. The Corporation expects its competitors to respect the rights of the Corporation to compete lawfully in the marketplace, and the Corporation must respect the competitors’ rights equally. Corporate directors, officers, employees, agents, and contractors may not steal or unlawfully use the information, material, products, intellectual property, or proprietary or confidential information of anyone including suppliers, customers, business partners or competitors.

V. WAIVERS

Any waiver of any provision of this Code for a member of the Corporation’s Board or an executive officer must be approved in writing by the Corporation’s Board and promptly disclosed. Any waiver of any provision of this Code with respect any other employee, agent or contractor must be approved in writing by the CFO.

VI. DISCIPLINARY ACTIONS

The matters covered in this Code are of the utmost importance to the Corporation, its stockholders, and its business partners, and are essential to the Corporation’s ability to conduct its business in accordance with its stated values. The Corporation expects all its directors, officers, employees, agents, contractors, and consultants to adhere to these rules in carrying out their duties for the Corporation.

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The Corporation will take appropriate action against any director, officer, employee, agent, contractor, or consultant whose actions are found to violate these policies or any other policies of the Corporation. Disciplinary actions may include immediate termination of employment or business relationship at the Corporation’s sole discretion. Where the Corporation has suffered a loss, it may pursue its remedies against the individuals or entities responsible. Where laws have been violated, the Corporation will cooperate fully with the appropriate authorities.

CONCLUSION

This Code of Business Conduct and Ethics contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. If you have any questions about these guidelines, please contact your supervisor or the Compliance Officer. We expect all Company employees to adhere to these standards.

This Code of Business Conduct and Ethics, as applied to the Company’s principal financial officers, shall be the Company’s “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

This Code and the matters contained herein are neither a contract of employment nor a guarantee of continuing Company policy. We reserve the right to amend, supplement or discontinue this Code and the matters addressed herein, without prior notice, at any time.

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EX-15.1

EXHIBIT 15.1

To the Board of Directors and Shareholders of

Healthy Green Group Holding Limited

LETTER IN LIEU OF CONSENT FOR REVIEW REPORT

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the condensed balance sheet of Healthy Green Group Limited as of October 31, 2021 and the related condensed consolidated statements of income and comprehensive income, statements of changes in shareholders’ equity, and statements of cash flows for the ten-month periods ended October 31, 2021 and 2020 and the related notes (collectively referred to as interim financial statements), as indicated in our report dated April 26, 2022 because we did not perform an audit, we expressed no opinion on interim financial statements.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ JP Centurion & Partners PLT

JP Centurion & Partners PLT (PCAOB: 6723)

Kuala Lumpur, Malaysia

April 26, 2022

EX-21.1

EXHIBIT 21.1

LIST OF SUBSIDIARIES

OF

Healthy Green Group Holding Limited

Name	Jurisdiction
GDD Retail Holding Limited	BVI
OG Wholesales Holding Limited	BVI
Greendotdot.com Limited	Hong Kong
Organic Garden International Limited	Hong Kong
Linden Tree Consultancy Limited	Hong Kong

EX-23.1

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation of our report dated April 26, 2022 in the Registration Statement on Form F-1, under the Securities Act of 1933 (File No. 333-              ) with respect to the consolidated balance sheets of Healthy Green Group Holdings Limited and its subsidiaries (collectively the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows in each of the years for the two-year period ended December 31, 2020, and the related notes included herein.

/s/ JP Centurion & Partners PLT

JP Centurion & Partners PLT (PCAOB: 6723)

Kuala Lumpur, Malaysia

April 26, 2022