As filed with the U.S. Securities and Exchange Commission on December 11, 2025.

Registration No. 333-[•]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM F-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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Brand Meditech Limited
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s name into English)

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Flat Q, 11/F, Kings Wing Plaza 2
No. 1 On Kwan St.
Shatin NT, Hong Kong, China
Tel: (852) 3124 1235
(Address and telephone number, including area code, of Registrant’s principal executive offices)

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Puglisi & Associates
850 Library Avenue
Suite 204
Newark, Delaware 19711
(302) 738-6680

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

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Copies to:

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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, or the Securities Act, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check 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 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, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a) may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the United States Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED DECEMBER 11, 2025

900,000 Class A Ordinary Shares

Brand Meditech Limited

This is the initial public offering by Brand Meditech Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company” or “Brand Meditech”) of its Class A Ordinary Shares with par value of US$0.00001 each (the “Class A Ordinary Shares”, each a “Class A Ordinary Share”). The Company expects the initial public offering price to be in the range of $7.0 to $9.0 per Class A Ordinary Share. Prior to this offering, there has been no public market for the Company’s Class A Ordinary Shares or Class B ordinary shares, par value of US$0.00001 each (the “Class B Ordinary Shares”, each a “Class B Ordinary Share”, and together with the Class A Ordinary Shares, the “Ordinary Shares”). The Company has applied to have its Class A Ordinary Shares listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “AED”. There can be no assurance that such application will be approved. If our Class A Ordinary Shares are not approved for listing on Nasdaq, we will not proceed with this offering.

Unless otherwise stated, as used in this prospectus, the terms “Brand Meditech,” “we,” “us,” “our,” and the “Company” refer to Brand Meditech Limited, and when describing the Company’s consolidated financial information, also include the Company’s subsidiaries organized under the laws of the British Virgin Islands (the “BVI”), Hong Kong and mainland China. The term “BM BVI” refers to Brand Technology Limited, a company formed under laws of the BVI and a wholly owned subsidiary of Brand Meditech. The term “BM HK” refers to Brand Meditech (Asia) Company Limited, a company formed under the laws of Hong Kong and a wholly owned subsidiary of BM BVI. The term “Link Alive” refers to Link Alive Technology Company Limited, a company formed under the laws of Hong Kong and a wholly owned subsidiary of BM HK. The term “Niche Medical” refers to Niche Medical (Xuzhou) Co., Ltd., a company organized under the laws of the PRC and a wholly owned subsidiary of BM HK. See “Prospectus Summary — Our Corporate Structure.”

We have a dual class share structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. As of the date of this prospectus, our authorized share capital is $10,000 divided into two classes of shares, including (i) 900,000,000 Class A Ordinary Shares of $0.00001 par value each, and (ii) 100,000,000 Class B Ordinary Shares of $0.00001 par value each. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights, except for voting, transfer and conversion rights. Each Class A Ordinary Share carries the right to one (1) vote, and each Class B Ordinary Share carries the right to ten (10) votes and is convertible (at the option of the holder) into one (1) fully paid and non-assessable Class A Ordinary Share. Therefore, as long as the issued and outstanding Class B Ordinary Shares represent greater than 9.10% of the total issued ordinary shares, the holder(s) of the Class B Ordinary Shares will own (or collectively own) no less than 50% of the total voting power. Such holder(s), consequently, can (i) control the outcome of matters requiring shareholder approval by way of an ordinary resolution, such as election of directors, which requires a simple majority of votes cast by members who (being entitled to do so) vote in person or by proxy in a shareholder meeting; and (ii) veto matters requiring shareholder approval by way of a special resolution, such as amendment of our memorandum and articles of association, and approval of major corporate transactions, such as a merger, or consolidation, which requires a majority of not less than two-thirds of votes cast by members who (being entitled to do so) vote in person or by proxy in a shareholder meeting, or the approval in writing by all the members entitled to vote at a general meeting. As of the date of this prospectus, we have 9,000,000 Class A Ordinary Shares and 1,000,000 Class B Ordinary Shares issued and outstanding. Our director, Leo De Guzman Vega, through InnoFuture Tech Limited (“InnoFuture”), indirectly holds 2,000,000 Class A Ordinary Shares and all the outstanding Class B Ordinary Shares, representing 63.16% of total voting power. As a result of the dual-class share structure and the concentration of ownership, Leo De Guzman Vega is able to: (i) control the outcome of matters requiring shareholder approval by way of an ordinary resolution, such as election of directors, which requires a simple majority of votes cast by members who (being entitled to do so) vote in person or by proxy in a shareholder meeting; and (ii) veto matters requiring shareholder approval by way of a special resolution, such as amendment of our memorandum and articles of association, and approval of major corporate transactions, such as a merger, or consolidation, which requires a majority of not less than two-thirds of votes cast by members who (being entitled to do so) vote in person or by proxy in a shareholder meeting, or the approval in writing by all the members entitled to vote at a general meeting. For the avoidance of doubt, it is noted that Leo De Guzman Vega is not able to pass an ordinary resolution if it is proposed to be passed in writing, as this will require the passing of a unanimous written resolution passed by all of the members of the Company, nor is he able to determine the outcome of a proposed sale of

assets, as such a transaction does not require shareholder approval and will be a matter for board approval only. See “Risk Factors — Risks Relating to Our Class A Ordinary Shares and this Offering — Our dual class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial” on page 51 and “Description of Share Capital” beginning on page 129 for details. In addition, we may issue additional Class B Ordinary Shares in the future in connection with future financings, strategic transactions, equity incentive plans, or otherwise. Any such issuance could result in dilution to existing holders of our Class A Ordinary Shares. In addition, since Class B Ordinary Shares carry greater voting rights than Class A Ordinary Shares, any future issuances of Class B Ordinary Shares could have the effect of further concentrating voting power in certain shareholders. See “Risk Factors — Risks Relating to Our Class A Ordinary Shares and this Offering — Future issuances of Class B Ordinary Shares may be dilutive to holders of Class A Ordinary Shares” on page 58 of the prospectus.

The Company is an “emerging growth company” and a “foreign private issuer” as defined in the U.S. federal securities laws and, as such, is subject to certain reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company” and “Prospectus Summary — Implications of Being a Foreign Private Issuer”, respectively.

Investing in our Class A Ordinary Shares is highly speculative and involves a high degree risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 18 for factors you should consider before buying our Class A Ordinary Shares.

We are a holding company incorporated in the Cayman Islands and are not an operating company based in China or Hong Kong. The majority of our operations are conducted in Hong Kong, a special administrative region of the PRC. For the fiscal years ended March 31, 2025 and 2024, BM HK accounted for 99.37% and 99.87% of our total revenue, respectively. Niche Medical contributed 0.63% and 0.13% of total revenue for these same periods, respectively.

Investors in our Class A Ordinary Shares are purchasing equity interests in Brand Meditech, a Cayman Islands holding company, and not direct equity interests in our operating entities, BM HK in Hong Kong or Niche Medical in mainland China. Consequently, investors in our Class A Ordinary Shares may never directly hold equity interests in any of our subsidiaries located in Hong Kong and mainland China.

In addition, we do not use a variable interest entity structure, and have no plans to adopt such a structure. However, our current operational structure involves unique risks to investors. Chinese regulatory authorities could disallow our operating structure, which would likely result in a material change in our operations and/or a material change in the value of our Class A Ordinary Shares, and could cause the value of our Class A Ordinary Shares to significantly decline or become worthless. See “Prospectus Summary — Permissions and Approvals in Hong Kong and mainland China” and “Risk Factors — Risks Relating to Doing Business in Hong Kong and mainland China.”

We are subject to certain legal and operational risks associated with having our operations through BM HK in Hong Kong and through Niche Medical in mainland China. On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the “Trial Measures,” and five supporting guidelines, effective on March 31, 2023, pursuant to which we are not required to complete necessary filing procedures with the CSRC for this offering and listing, in light of the fact that the Company has conducted a comprehensive assessment and determined that its business operations do not conform to the stipulated filing conditions as per the relevant regulatory frameworks, it has reached the conclusion that for the present offering in question, there is no obligation to seek the approval or complete the filing procedures with the China Securities Regulatory Commission. In the opinion of our PRC legal counsel, Zhong Yin Law Firm, we are not required to complete the filing procedures with the CSRC for this offering and our listing on a U.S. stock exchange because a) none of the operating revenue, total profit, total assets, or net assets of Niche Medical for the most recent accounting year, accounted for 50% or more of the Company’s corresponding figures on a consolidated basis, and b) the majority the Company’s operations and the principal place of business are located in Hong Kong, and the majority of the Company’s senior managers in charge of its business operations and management are neither Chinese citizens nor domiciled in mainland China. See “Risk Factors — Risks Relating to Doing Business in Hong Kong and mainland China — The China Securities Regulatory Commission, or the CSRC, has released the rules for China-based companies seeking to conduct listing and offerings in foreign markets. Any actions by the PRC government to exert more oversight

and control over offerings that are conducted overseas and foreign investment in China-based issuers in the future could significantly limit or completely hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors and could cause the value of our Class A Ordinary Shares to significantly decline or become worthless.”

Furthermore, 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 a cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement, which may in the future impact our ability to conduct out business, accept foreign investments or list on a U.S. or other foreign exchange if we were to become subject to such regulations. Pursuant to the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China (“Basic Law”), national laws of mainland China do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. National laws and regulations relating to data protection, cybersecurity and the anti-monopoly have not been listed in Annex III, so they do not apply directly to Hong Kong entities. However, due to the long-arm application of the current PRC laws and regulations, while the majority of our operations are in Hong Kong, uncertainties still exist in the promulgation, interpretation and enforcement of PRC laws, we may be impacted by any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers in the future. The PRC government may exercise significant direct oversight and discretion over the conduct of our business in Hong Kong and may intervene or influence our operations at any time, which could result in a material change in our operations. Those actions could also significantly limit or completely hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors and could cause the value of our Class A Ordinary Shares to significantly decline or become worthless. 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 of the PRC government or authorities in Hong Kong in this regard. Nevertheless, since these statements and regulatory actions made by the PRC government are relatively recent, 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. If certain PRC laws and regulations were to become applicable to us or our subsidiaries in the future, the application of such laws and regulations may have a material adverse impact on our business, financial condition and results of operations and our ability to offer or continue to offer securities to investors, any of which may cause the value of our Class A Ordinary Shares, to significantly decline or become worthless. As of the date of this prospectus, as advised by our PRC legal counsel, Zhong Yin Law Firm, neither we nor our PRC Subsidiary are subject to any anti-monopoly enforcement as we have not implemented any monopolistic behavior, nor have any of us been required to declare to the Cyberspace Administration of China (the “CAC”) for cybersecurity review, as our business does not possess data from over one million individuals, implicate cybersecurity, or involve any other type of restricted industry. As of the date of this prospectus, according to our PRC counsel, Zhong Yin Law Firm, we have not received any warning, sanction, or any regulatory objection to this offering from the CSRC, the CAC, or any other PRC authorities that have jurisdiction over our operations. Because these statements and regulatory actions are newly published, however, further official guidance and related implementation rules have not been issued. It is highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of the PRC Subsidiary, our ability to accept foreign investments, and our listing on a U.S. securities exchange. The PRC regulatory authorities may in the future promulgate additional laws, regulations, or implementing rules that require us, or the PRC Subsidiary, to obtain regulatory approval from Chinese authorities before listing in the U.S. If we do not receive or maintain such approval, or inadvertently conclude that such approval is not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our operations and the value of our Class A Ordinary Shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. See “Risk Factors — Risks Relating to Doing Business in Hong Kong and mainland China — Recent greater oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign exchange, may subject us to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection, which could adversely impact our business and our offering.”

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the Class A Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. For the avoidance of doubt, no offer or invitation to subscribe for Class A Ordinary Shares is made to the public in the Cayman Islands. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date.

Conventions that Apply to this Prospectus

Unless otherwise indicated or the context requires otherwise, references in this prospectus to:

•        “BMCL” is to Brand Meditech Company Limited, a company incorporated under the laws of the BVI and a shareholder of Brand Meditech;

•        “BM BVI” is to Brand Technology Limited, a company incorporated under laws of the BVI and a wholly owned subsidiary of Brand Meditech;

•        “BM HK” is to Brand Meditech (Asia) Company Limited, a company incorporated under the laws of Hong Kong and a wholly owned subsidiary of BM BVI;

•        “BM Investment BVI” is to Brand Meditech Investment Limited, a company incorporated under the laws of BVI and a wholly owned subsidiary of Brand Meditech;

•        “BM Trading HK” is to Brand International Trading Co., Limited, a company incorporated under the laws of Hong Kong and a 99% owned subsidiary of BM Investment BVI;

•        “BVI” are to the British Virgin Islands;

•        “China” and the “PRC” are to the People’s Republic of China and “mainland China”, unless otherwise specified herein, are to the People’s Republic of China excluding, for the purpose of this prospectus only, the Hong Kong Special Administrative Region, and the Macau Administrative Region; in this prospectus, any PRC laws, rules, regulations, statutes, notices, circulars and judicial interpretations or the like refer to those PRC laws, rules, regulations, statutes, notices, circulars and judicial interpretations or the like currently in force, published for comments (if specifically stated) or being promulgated but have not come into effect (if specifically stated) and publicly available in mainland China as of the date of this prospectus;

•        “Class A Ordinary Shares” are to the class A ordinary shares of the Company, par value US$0.00001 per share;

•        “Class B Ordinary Shares” are to the class B ordinary shares of the Company, par value US$0.00001 per share;

•        “Company,” “Brand Meditech,” “we,” “us,” “Parent Company,” or “our Company” are to Brand Meditech Limited, an exempted company with limited liability incorporated under the law of the Cayman Islands;

•        “Hong Kong” or “HK” are to the Hong Kong Special Administrative Region of the PRC;

•        “Hong Kong dollars” and “HK$” are to the lawful currency of Hong Kong;

•        “InnoFuture” is to InnoFuture Tech Limited, a company incorporated under the laws of BVI and a shareholder of Brand Meditech;

•        “Link Alive” is to Link Alive Technology Company Limited, a company incorporated under the laws of Hong Kong and a wholly owned subsidiary of BM HK;

•        “Nasdaq Stock Market Rules” are to the listing rules of The Nasdaq Stock Market LLC;

•        “operating subsidiaries” are to BM HK and Niche Medical;

•        “Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares;

•        “Pioneer Net” is to Pioneer Net Info Services Limited, a company incorporated under the laws of the BVI;

•        “PRC Subsidiary” or “Niche Medical” are to Niche Medical (Xuzhou) Co., Ltd., a company organized under the laws of the PRC and a wholly owned subsidiary of BM HK;

•        “RMB” and “Renminbi” are to the lawful currency of China;

•        “U.S.,” “US” or “United States” are to United States of America, its territories, its possessions and all areas subject to its jurisdiction;

•        “US$,” “USD,” “$”, “U.S. dollars” and “dollars” are to the lawful currency of the United States; and

•        “U.S. GAAP” are to generally accepted accounting principles in the United States.

Presentation of Financial Information

We have made rounding adjustments to reach some of the figures included in this prospectus. Consequently, numerical figures shown as totals in some tables may not be arithmetic aggregations of the figures that precede them.

Our fiscal year end is March 31. References to a particular “fiscal year” are to our fiscal year ended March 31 of that calendar year. Our audited consolidated financial statements have been prepared in accordance with the U.S. GAAP.

Unless otherwise noted, all translations between Hong Kong dollars to U.S. dollars and between Renminbi and U.S. dollars in this prospectus are made as follows:

Intellectual Property

We have proprietary rights to trademarks used in this prospectus that are important to our business, many of which are registered under applicable intellectual property laws. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus are without the ®, ™ and other similar symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other person.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements about our current expectations and views of future events, which 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,” and “Business.” These forward-looking statements relate to events that involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from those expressed or implied by these statements.

You can identify some (but not all) of these forward-looking statements by words or phrases such as “may,” “will,” “could,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “propose,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. The forward-looking statements included in this prospectus relate to, among other things:

•        assumptions about our future financial and operating results, including revenue, income, expenditures, cash balances, and other financial items;

•        our ability to execute our business strategies and growth strategies, including our ability to meet our goals;

•        our dividend policy;

•        our expectations regarding demand for and market acceptance of our services;

•        our expectations regarding our relationships with our clients, business partners and third-parties;

•        the trends in, expected growth in and market size of the driving training industry in China;

•        our ability to maintain and enhance our market position;

•        our ability to continue to develop new technologies and/or upgrade our existing technologies;

•        developments in, or changes to, laws, regulations, governmental policies, incentives and taxation affecting our operations;

•        relevant governmental policies and regulations relating to our businesses and industry;

•        our ability to attract, train and retain executives and other employees;

•        our proposed use of proceeds from this offering;

•        the development of the global financial and capital markets;

•        fluctuations in inflation, interest rates and exchange rates;

•        general business, political, social and economic conditions in China; and

•        assumptions underlying or related to any of the foregoing.

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations and our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Prospectus Summary — Summary of Risk Factors,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Regulation” and other sections in this prospectus. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. You should read thoroughly this prospectus and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

This prospectus contains information derived from government and private publications. These publications include forward-looking statements, which are subject to risks, uncertainties and assumptions. Although we believe the data and information to be reliable, we have not independently verified the accuracy or completeness of the data and information contained in these publications. Statistical data in these publications also include projections based on a number of assumptions. The exhibition services industry and its market may not grow at the rate projected by market data, or at all. Failure of this market to grow at the projected rate may have a material and adverse effect on our business and the market price of the Class A Ordinary Shares. In addition, the rapidly evolving nature of the exhibition services industry results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our market. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. See “Risk Factors — Risks Relating to Our Business and Industry.” Therefore, you should not place undue reliance on these statements.

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements in this prospectus are made based on events and information as of the date of 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 refer to 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 materially differ from what we expect.

ENFORCEABILITY OF CIVIL LIABILITIES

Cayman Islands

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated in the Cayman Islands in order to take advantage of certain benefits associated with being a Cayman Islands exempted company, such as: (a) political and economic stability; (b) an effective judicial system; (c) a favorable tax system; (d) the absence of exchange control or currency restrictions; and (e) the availability of professional and support services. However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include: (i) the Cayman Islands has a less developed body of securities laws than the United States and these securities laws provide significantly less protection to investors as compared to the United States; and (ii) Cayman Islands companies may not have standing to sue before the federal courts of the United States.

We have appointed Puglisi & Associates located at 850 Library Avenue, Suite 204, Newark, Delaware as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Ogier (Cayman) LLP (“Ogier”), our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts in the Cayman Islands would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state in the United States, so far as the liabilities imposed by those provisions are penal in nature.

In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive, given by a court of competent jurisdiction (the courts of the Cayman Islands will apply the rules of Cayman Islands private international law to determine whether the foreign court is a court of competent jurisdiction), and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

PRC

Zhong Yin Law Firm, our counsel as to PRC law, has advised us that there is uncertainty as to whether PRC courts would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Zhong Yin Law Firm has further advised us that the PRC Civil Procedures Law governs the recognition and enforcement of foreign judgments. PRC courts may recognize and enforce foreign judgments in accordance with the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions.

The PRC does not have any treaties or other agreements with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they determine that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether a PRC court would enforce a judgment rendered by a court in the United States or the Cayman Islands. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against us in the PRC, if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural requirements, including, among others, the plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual basis and a cause for the suit.

In addition, it will be difficult for U.S. shareholders to originate actions against us in China in accordance with PRC laws because we are incorporated under the laws of the Cayman Islands and it will be difficult for U.S. shareholders, by virtue only of holding our Class A Ordinary Shares, to establish a connection to China for a PRC court to have jurisdiction as required under the PRC Civil Procedures Law.

Hong Kong

We conduct a substantial amount of our operations in Hong Kong, and a substantial portion of our assets are located in Hong Kong. Most of our directors and officers are nationals or residents of jurisdictions other than the United States and a significant portion of their assets are located outside the United States. As a result, it may be difficult or impossible for a shareholder to effect service of process within the United States upon us or 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. It may also be difficult for shareholders to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our executive officers and directors.

H.M. Chan & Co, our counsel as to Hong Kong law, has advised us that there is uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

A judgment of a court in the United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the foreign judgment, provided that the foreign judgment, among other things, is (1) for a debt or a definite sum of money (not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty) and (2) final and conclusive on the merits of the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud; (b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement or recognition would be contrary to the public policy of Hong Kong; (d) the court of the United States was not jurisdictionally competent; or (e) the judgment was in conflict with a prior Hong Kong judgment.

Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of United States courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any State or territory within the United States.

RISK FACTORS

Investing in our Class A Ordinary Shares involves a high 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 Class A Ordinary Shares. We may face additional risks and uncertainties aside from the ones mentioned below. There may be risks and uncertainties that we are unaware of, or that we currently do not consider material, that may become important factors that adversely affect our business in the future. Any of the following risks and uncertainties could have a material adverse effect on our business, financial condition, results of operations and ability to pay dividends. In such case, the market prices of our Class A Ordinary Shares could decline, and you may lose part or all of your investment.

Risks Relating to Doing Business in Hong Kong and mainland China

The majority of our operations are in Hong Kong, a special administrative region of the PRC. Due to the long-arm application of the current PRC laws and regulations, the PRC government may exercise significant direct oversight and discretion over the conduct of our business and may intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. To the extent that cash or assets in the business is in Hong Kong or a Hong Kong subsidiary of ours, the funds or assets may not be available to fund operations or for other use, because the Chinese government may, in the future, impose restrictions or limitations on our ability to move money out of Hong Kong to distribute earnings and pay dividends to and from the other entities within our organization or to reinvest in our business outside of Hong Kong.

We are a holding company incorporated in Cayman Islands and conduct a majority of our operations in Hong Kong through our subsidiaries. Pursuant to the Basic Law, national laws of mainland China do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. National laws and regulations relating to data protection, cybersecurity and the anti-monopoly have not been listed in Annex III and so do not apply directly to Hong Kong.

However, due to long-arm provisions under the current PRC laws and regulations, while the majority of our operations are in Hong Kong, uncertainties still exist in the promulgation, interpretation and enforcement of PRC laws, we may be impacted by any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers in the future. The PRC government may choose to exercise additional oversight and discretion over Hong Kong, and the policies, regulations, rules, and the enforcement of laws of the PRC government to which we are subject may change rapidly from time to time. Those actions could significantly limit or completely hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors and could cause the value of our Class A Ordinary Shares to significantly decline or become worthless.

The PRC laws and regulations are evolving, and their enactment timetable, interpretation, enforcement, and implementation involve significant uncertainties and can change quickly with little advance notice. New laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance, 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;

•        cause devaluation of our securities or delisting; and,

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

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 illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest

entity (“VIE”) structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon the PRC legislative or administrative regulation making bodies will respond or what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, or what the potential impact that any such modified or new laws and regulations would have on our daily business operation, the ability to accept foreign investments and list on a U.S. or other foreign exchange.

The PRC government may intervene or influence our operations at any time or may exert control over offerings conducted overseas and foreign investment in Hong Kong-based issuers, which may result in a material change in our operations and/or the value of our Class A Ordinary Shares. For example, there is currently no restriction or limitation under the laws of Hong Kong on the conversion of HK dollar into foreign currencies and the transfer of currencies out of Hong Kong and the laws and regulations of the PRC on currency conversion control do not currently have any material impact on the transfer of cash between the ultimate holding company and the HK subsidiaries. However, to the extent that cash or assets in the business is in Hong Kong or a Hong Kong subsidiary of ours, the funds or assets may not be available to fund operations or for other use, because the Chinese government may, in the future, impose restrictions or limitations on our ability to move money out of Hong Kong to distribute earnings and pay dividends to and from the other entities within our organization or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our HK subsidiaries. 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 measures could materially decrease the value of our Class A Ordinary Shares, potentially rendering it worthless.

Change in China’s economic, political or social conditions, laws, regulations or governmental policies could have a material adverse effect on our business, financial conditions and results of operations.

A majority of our revenues are generated by our subsidiaries in Hong Kong and only a small portion of the revenues are generated by our subsidiary in mainland China. For the years ended March 31, 2025 and 2024, BM HK generated 99.37% and 99.87% of our total revenue, respectively, while Niche Medical contributed 0.63% and 0.13% of total revenue, respectively. Accordingly, our results of operations, financial condition and prospects are influenced by economic, political and legal developments in China. Economic reforms in China begun in the late 1970s have resulted in significant economic growth. China’s economy differs from the economies of most developed countries in many respects, including with respect to the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.

Although the PRC economy has grown significantly in the past, that growth may not continue, as evidenced by the slowing of the growth of the PRC economy since 2012. Any adverse changes in economic conditions in China, in the policies of the PRC government or in the laws and regulations in China could have a material adverse effect on a specific industry including the PRC Subsidiary. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy but may have a negative effect on the PRC Subsidiary. For example, the PRC Subsidiary’ financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the Chinese government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity in China, which may adversely affect the business of the PRC Subsidiary and their operating results. In addition, many customers of the PRC Subsidiary are concentrated in major metropolitan areas, therefore an economic downturn in

any of these areas may materially and adversely affect these entities’ business. Such developments could adversely affect the PRC Subsidiary’s business and operating results, lead to reduction in demand for their services and adversely affect their competitive position.

If Niche Medical fails to timely renew its medical device licenses, registration certificates, or business license, it could adversely affect its reputation, financial conditions, and results of operations.

Pursuant to the Administrative Measures on the Operation Supervision of Medical Devices, promulgated on July 30, 2014 and came into effect on October 1, 2014, amended on March 10, 2022, and which amendment came into effect on May 1, 2022, filing and licensing are not required for the operation of Class I medical devices. Pursuant to the Administrative Measures on the Operation Supervision of Medical Devices, operators engaged in the operation of Class II medical devices are subject to filing administration and will receive a Class II medical device operation filing certificate upon satisfaction of filing requirement and no pre-approval of the authorities is needed (the “Class II Medical Device Operation Filing Certificate”). Operators engaged in the operation of Class III medical devices are subject to pre-approval licensing administration and will a receive medical device operation license upon the authorities’ approval (the “Class III Medical Device Operation License”). A Class III Medical Device Operation License is valid for five years and may be renewed within 90 to 30 working days prior to the expiration date. The renewed Class III Medical Device Operation License will be valid for five years. A Class II Medical Device Operation Filing Certificate will be effective in the long term until it is revoked or canceled by the issuing authorities. In addition, Chinese companies also need to apply for and obtain business licenses (the “Business License”) before conducting any business activities.

As of the date of this prospectus, Niche Medical has received from PRC authorities all requisite licenses, permissions or approvals needed to engage in the businesses currently conducted in China. Such licenses and permissions include a Business License, Class II Medical Device Operation Filing Certificate, Medical Device Operation License, Class II Medical Devices Registration Certificate (Infusion Pump), Class II Medical Devices Registration Certificate (Anesthesia Laryngoscope), and Class II Medical Device Production License. See “Business — Regulatory Licenses for our Operations in China” for details. Niche Medical plans to apply to renew its certificates and licenses in a timely manner before the respective expiration dates.

As of the date of this prospectus, we are not aware of any event which could cause these certificates or licenses to be revoked or canceled has occurred. However, we cannot assure you that certificates or licenses Niche Medical that relies its business on will not be revoked or canceled in the future, and we cannot guarantee that our application for renewal will be timely granted. If Niche Medical fails to maintain effective certificates and licenses for selling and production of its products, or if Niche Medical fails to maintain its business licenses, it could adversely affect our and Niche Medical’s reputation, financial conditions and results of operations.

Uncertainties in the promulgation, interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us.

The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value. Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the promulgation of new rules and explanations and interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties.

In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign investment in China. However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, the interpretation and enforcement of these laws and regulations involve uncertainties. Specifically, rules and regulations in China can change quickly with little advance notice.

From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. Furthermore, the PRC legal system is based in part on government policies and internal rules (some of which are not published in a timely manner or at all) that

may have retroactive effect. As a result, we or the PRC Subsidiary may not be aware of our violation of these policies and rules until sometime after the violation. Such uncertainties, including uncertainty over the scope and effect of their contractual property (including intellectual property) and procedural rights, could materially and adversely affect the PRC Subsidiary’s business and impede their ability to continue their operations, and the value of our Class A Ordinary Shares.

Recent greater oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign exchange, may subject us to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection, which could adversely impact our business and our offering.

We and the PRC Subsidiary collect and retain only necessary personal information of employees (including ID numbers and educational background), strictly limited to HR management purposes (e.g., labor contract performance, social insurance contributions), and no personal data from any customers or supplies We and the PRC Subsidiary may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. These laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly with respect to foreign laws. In particular, there are numerous laws and regulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal information and other user data. Such laws and regulations often vary in scope, may be subject to differing interpretations, and may be inconsistent among different jurisdictions.

The PRC Criminal Law, as amended by its Amendment 7 (effective on February 28, 2009) and Amendment 9 (effective on November 1, 2015), prohibits institutions, companies and their employees from selling or otherwise illegally disclosing a citizen’s personal information obtained during the course of performing duties or providing services or obtaining such information through theft or other illegal ways.

The Civil Code of the PRC (issued by the PRC National People’s Congress on May 28, 2020 and effective from January 1, 2021) provides the main legal basis for privacy and personal information infringement claims under the Chinese civil laws. PRC regulators, including the CAC, Ministry of Industry and Information Technology, and the Ministry of Public Security have been increasingly focused on regulation in the areas of data security and data protection. The PRC regulatory requirements regarding cybersecurity are constantly evolving. For instance, various regulatory bodies in China, including the CAC, the Ministry of Public Security and the State Administration for Market Regulation, have enforced data privacy and protection laws and regulations with varying and evolving standards and interpretations.

On November 7, 2016, the Standing Committee of China’s National People’s Congress (“SCNPC”) passed China’s first Cybersecurity Law (“CSL”), which became effective on June 1, 2017. The CSL is the first PRC law that systematically lays out the regulatory requirements on cybersecurity and data protection, subjecting many previously under-regulated or unregulated activities in cyberspace to government scrutiny. The legal consequences of violation of the CSL include penalties of warning, confiscation of illegal income, suspension of related business, winding up for rectification, shutdown of websites, and revocation of business license or relevant permits. Pursuant to the Cybersecurity Law, network operators must not, without users’ consent, collect their personal information, and may only collect users’ personal information necessary to provide their services. Providers are also obliged to provide security maintenance for their products and services and shall comply with provisions regarding the protection of personal information as stipulated under the relevant laws and regulations.

The PRC regulatory requirements regarding cybersecurity are evolving and we are subject to local laws and regulations relating to the collection, use, storage, transfer, disclosure and security of personally identifiable information with respect to our end customers and employees including any requests from regulatory and government authorities relating to the data we collected. For instance, various regulatory bodies in China, including the CAC, the Ministry of Public Security and the SAMR, have enforced data privacy and protection laws and regulations with varying and evolving standards and interpretations. On June 10, 2021, the Standing Committee of the NPC promulgated the PRC Data Security Law, which took effect on September 1, 2021. The Data Security Law requires that data shall not be collected by theft or other illegal means, and it also provides that a data classification and hierarchical protection system. The data classification and hierarchical protection system protects data according to its importance in economic and social development, and the damages it may cause to national security, public interests, or the legitimate rights and interests of individuals and organizations if the data is falsified, damaged, disclosed, illegally obtained or illegally used, which protection system is expected to be built by the state for data security in the near future.

On August 20, 2021, the Standing Committee of the NPC approved the Personal Information Protection Law (“PIPL”), which became effective on November 1, 2021. The PIPL provides detailed rules on handling personal information and legal responsibilities, including but not limited to the scope of personal information and the ways of processing personal information, the establishment of rules for processing personal information, and the individual’s rights and the processor’s obligations in the processing of personal information. The PIPL also strengthens the punishment for those who illegally process personal information.

On December 28, 2021, the CAC and twelve other PRC regulatory authorities jointly revised and promulgated the Measures for Cybersecurity Review, or the Cybersecurity Review Measures, which requires that, in addition to “operator of critical information infrastructure,” any “data processor” carrying out data processing activities that affect or may affect national security should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities, including, among others, (i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or exited the country; and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad. The CAC explained that under the Cybersecurity Review Measures, companies holding data on more than one million users must now apply for cybersecurity approval when seeking listings in other nations because of the risk that such data and personal information could be “affected, controlled, and maliciously exploited by foreign governments.” The cybersecurity review will also investigate the potential national security risks from overseas IPOs. On August 30, 2024, the executive meeting of the State Council adopted the Regulation on Network Data Security Management, which became effective on January 1, 2025, which provides that data processing operators engaging in data processing activities that affect or may affect national security must be subject to network data security review by the CAC. According to the Regulation on Network Data Security Management, data processing operators who possess personal data of at least ten million users or collect data that affects or may affect national security must be subject to network data security review by the CAC. In the opinion of our PRC counsel, Zhong Yin Law Firm, we are not required to declare the cybersecurity review and network data security review by the CAC for this offering, given that: (i) we do not possess the personal information of more than one million individuals through our business operations and we are not expected to collect over one million individuals’ personal information in the foreseeable future; (ii) we are not involved in the above important industries or fields and we have not been informed as an operator of critical information infrastructure by any government authorities; and (iii) the type and nature of the personal information we gathered is not related to the core data or important data, which is of relatively low national security significance and is less likely to have a bearing on national security, thus it may not be classified as core or important data by the authorities. There remains uncertainty, however, as to how the Cybersecurity Review Measures and the Regulation on Network Data Security Management will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures and the Regulation on Network Data Security Management. If any such new laws, regulations, rules, or implementation and interpretation come into effect, we will take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on us. We cannot guarantee, however, that the PRC Subsidiary will not be subject to cybersecurity review and network data security review in the future. During such reviews, the PRC Subsidiary may be required to suspend their operation or experience other disruptions to their operations. Cybersecurity review and network data security review could also result in negative publicity with respect to our Company and diversion of our managerial and financial resources, which could materially and adversely affect our business, financial conditions, and results of operations.

On July 7, 2022, the CAC promulgated the Measures for the Security Assessment of Outbound Data Transfer, effective on September 1, 2022, which requires the data processors to apply for data cross-border security assessment coordinated by the CAC under the following circumstances: (i) any data processor transfers important data to overseas; (ii) any critical information infrastructure operator or data processor who processes personal information of over one million people provides personal information to overseas; (iii) any data processor who provides personal information to overseas and has already provided personal information of more than 100,000 people or sensitive personal information of more than 10,000 people to overseas since January 1st of the previous year and; and (iv) other circumstances under which the data cross-border transfer security assessment is required as prescribed by the CAC. As of the date of this prospectus, our operating subsidiaries have not received any notice from any authorities identifying our PRC Subsidiary as a CIIO or requiring our operating subsidiaries to go through cybersecurity review or network data security review by the CAC, nor have our operating subsidiaries been involved in any investigations on cybersecurity review initiated by the CAC or related governmental regulatory authorities. In addition, our operating subsidiaries have not received any inquiry, notice, warning, or sanction in such respect. However, we had disclosed certain information

of our shareholders, directors, managerial officers, customers and employees to the counsel and underwriters for the purpose of due diligence, while the counsel and underwriters are professional parties which have legally binding non-disclosure obligation to us. If the Measures for the Security Assessment of Outbound Data Transfer are fully implemented as-is, the above circumstance remains to be clarified. It does not clarify the number of outbound data transfer in such circumstances, which leaves more uncertainties in its application and enforcement and if we are deemed to be a data handler providing important data outbound, we could be subject to the outbound data security assessment with the CAC as mentioned above.

We cannot assure you that PRC regulatory agencies, including the CAC, would take the same view as we do, and there is no assurance that we and the PRC Subsidiary can fully or timely comply with such laws. In the event that we or the PRC Subsidiary are subject to any mandatory cybersecurity review, data cross-border security assessment or other specific actions required by the CAC or other PRC regulatory agencies, we face uncertainty as to whether any clearance or other required actions can be timely completed, or at all. Given such uncertainty, we and the PRC Subsidiary may be further required to suspend the relevant business, shut down a commercially significant website, or face other penalties, which could materially and adversely affect our business, financial condition, and results of operations.

Compliance with Hong Kong’s Personal Data (Privacy) Ordinance and any other existing or future data privacy related laws, regulations and governmental orders may entail significant expenses and could materially affect our business.

Although we are not subject to cybersecurity review by the CAC nor any other PRC authorities for this offering or required to obtain regulatory approval regarding the data privacy and personal information requirements from the CAC nor any other PRC authorities for our and our subsidiaries’ operations, because a majority of our operations take place in Hong Kong, we are subject to a variety of laws and other obligations regarding data privacy and protection in Hong Kong.

In particular, the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the “PDPO” or the “Personal Data (Privacy) Ordinance”) imposes a duty on any data user who, either alone or jointly with other persons, controls the collection, holding, processing or use of any personal data which relates directly or indirectly to a living individual and can be used to identify that individual. The PDPO also confers on the Privacy Commissioner for Personal Data (“Privacy Commissioner”) power to conduct investigations and institute prosecutions. The Privacy Commissioner may carry out criminal investigations and institute prosecution for certain offenses. Depending on the severity of the cases, the Privacy Commissioner will decide whether to prosecute or refer cases involving suspected commission to the Department of Justice of Hong Kong. Victims may also seek compensation by civil action from data users for damage caused by a contravention of the PDPO. The Commissioner may provide legal assistance to the aggrieved data subjects if the Commissioner deems fit to do so.

We believe that we have been in compliance with the data privacy and personal information requirements of the PDPO. Moreover, we do not expect to be subject to any cybersecurity review by Hong Kong and PRC government authorities for this offering. However, if we or our subsidiaries conducting business operations in Hong Kong have violated certain provisions of the PDPO, we could face significant civil penalties and/or criminal prosecution, which could adversely affect our business, financial condition, and results of operations.

If we become directly subject to the scrutiny, criticism, and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, stock price, and reputation.

U.S. public companies that have substantially all of their operations in China have been the subject of intense scrutiny, criticism, and negative publicity by investors, financial commentators, and regulatory agencies, such as the SEC. Much of the scrutiny, criticism, and negative publicity has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism, and negative publicity, the publicly traded stock of many U.S. listed Chinese companies sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism, and negative publicity will have on us, our business, and the price of our Class A Ordinary Shares. As of the date of prospectus, the majority of our operation is in Hong Kong with the rest in mainland China. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our Company.

This situation will be costly and time consuming and distract our management from developing our business. If such allegations are not proven to be groundless, we and our business operations will be severely affected and you could sustain a significant decline in the value of our Class A Ordinary Shares.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management named in the prospectus based on foreign laws.

We are an exempted company incorporated under the laws of the Cayman Islands. However, we conduct a substantial portion of our business operations in Hong Kong and some of our operations are located in China. In addition, Ms. Kit Ying Kwan, our chairwoman, is a resident of Hong Kong and most of her assets are located in Hong Kong. Ms. Rui Zhang, our Chief Financial Officer, is a resident of mainland China and most of her assets are located in mainland China. Our directors, Leo De Guzman Vega and David Garcia Galez, are residents of Philippines and most of their assets are located in Philippines.

As a result, it may be difficult for you to effect service of process upon us or our management named in the prospectus in China. It may also be difficult for you to enforce in U.S. courts of the judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors as only two of our independent directors currently reside in the United States or have substantial assets located in the United States. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state of the United States.

The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law and other applicable laws, regulations and interpretations based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States. Furthermore, class action lawsuits, which are available in the United States for investors to seek remedies, are generally uncommon in China.

It may be difficult for overseas regulators to conduct investigations or collect evidence within China.

Shareholder claims or regulatory investigation that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. In addition, entities or individuals are prohibited from providing documents and information in connection with any securities business activities to any organizations and persons aboard without the prior consent of the securities regulatory authority of the State Council and the competent departments of the State Council. While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests.

Under the PRC Enterprise Income Tax Law, we may be classified as a PRC “resident enterprise” for PRC enterprise income tax purposes. Such classification would likely result in unfavorable tax consequences to us and our non-PRC shareholders and have a material adverse effect on our results of operations and the value of your investment.

Under the PRC Enterprise Income Tax Law (the “EIT Law”) and its implementation rules, an enterprise established outside of the PRC with “de facto management body” within China is considered a “resident enterprise” and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. The Notice Regarding the Determination

of Chinese-Controlled Offshore-Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, which was issued by the State Administration of Taxation on April 22, 2009 and further amended on December 29, 2017, or Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although Circular 82 only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the State Administration of Taxation’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises. According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.

We believe none of our entities outside of mainland China is a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, we could be subject to PRC tax at a rate of 25% on our worldwide income, which could materially reduce our net income, and we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises, subject to any reduction set forth in applicable tax treaties. In addition, non-resident enterprise shareholders may be subject to PRC tax at a rate of 10% on gains realized on the sale or other disposition of Class A Ordinary Shares, if such income is treated as sourced from within the PRC. Furthermore, if we are deemed a PRC resident enterprise, dividends payable to our non-PRC individual shareholders and any gain realized on the transfer of Class A Ordinary Shares or Class A Ordinary Shares by such shareholders may be subject to PRC tax at a rate of 10% in the case of non-PRC enterprises or a rate of 20% in the case of non-PRC individuals unless a reduced rate is available under an applicable tax treaty. Although all of our business operations are conducted by the PRC Subsidiary in China, it is unclear whether the dividends we pay with respect to our Class A Ordinary Shares, or the gains realized from the transfer of our shares, would be treated as income derived from sources within China and as a result be subject to PRC income tax if we are considered a PRC resident enterprise. If PRC income tax is imposed on gains realized through the transfer of our Class A Ordinary Shares or on dividends paid to our non-resident investors, the value of your investment in our Class A Ordinary Shares may be materially and adversely affected. Furthermore, our shareholders whose jurisdictions of residence have tax treaties or arrangements with China may not qualify for benefits under these tax treaties or arrangements.

We face uncertainties with respect to indirect transfer of equity interests in PRC resident enterprises by their non-PRC holding companies.

In February 2015, the State Administration of Taxation issued the Bulletin on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises or the SAT Circular 7. Pursuant to the SAT Circular 7, an “indirect transfer” of PRC assets, including a transfer of equity interests in an unlisted non-PRC holding company of a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of the underlying PRC assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise.

On October 17, 2017, the State Administration of Taxation issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or the SAT Circular 37, which came into effect on December 1, 2017, repealed certain rules stipulated in the SAT Circular 7. The SAT Circular 37 further clarifies the practice and procedure of the withholding of nonresident enterprise income tax.

We face uncertainties in the reporting and consequences of past or future private equity financing transactions, share exchanges or other transactions involving the transfer of shares in our company by investors that are non-PRC resident enterprises. The PRC tax authorities may pursue such non-resident enterprises with respect to a filing or the transferees with respect to withholding obligation and request the PRC Subsidiary to assist in the filing. As a result,

we and non-resident enterprises in such transactions may become at risk of being subject to filing obligations or being taxed under the SAT Circular 7 and the SAT Circular 37, and may be required to expend valuable resources to comply with them or to establish that we and our non-resident enterprises should not be taxed under these regulations, which may have a material adverse effect on our financial condition and results of operations.

The PRC tax authorities have the discretion under the SAT Circular 7 and the SAT Circular 37 to make adjustments to the taxable capital gains based on the difference between the fair value of the taxable assets transferred and the cost of investment. We may pursue acquisitions in the future that may involve complex corporate structures. If we are considered a non-resident enterprise under the EIT Law and if the PRC tax authorities make adjustments to the taxable income of the transactions under the SAT Circular 7, our income tax costs associated with such transactions will be increased, which may have an adverse effect on our financial condition and results of operations. We cannot assure you that the PRC tax authorities will not, at their discretion, adjust any capital gains and impose tax return filing obligations on us or require us to provide assistance to them for the investigation of any transactions we were involved in. Heightened scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future.

In addition, in accordance with the Individual Income Tax Law promulgated by the Standing Committee of NPC, later amended on August 31, 2018 and effective January 1, 2019, where an individual carries out other arrangements without reasonable business purpose and obtains improper tax gains, the tax authorities shall have the right to make tax adjustments based on a reasonable method, and levy additional tax and collect interest if there is a need to levy additional tax after making tax adjustments. As a result, our beneficial owners may be deemed to have carried out other arrangements about our PRC Subsidiary without reasonable business purpose and obtained improper tax gains for such indirect transfer and thus be levied tax.

Failure to make adequate contributions to various employee benefit plans and withhold individual income tax on employees’ salaries as required by PRC regulations or comply with laws and regulations on other employment practices may subject us to penalties.

Companies operating in China are required to participate in various government sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of the PRC Subsidiary’ employees up to a maximum amount specified by the local government from time to time at locations where the PRC Subsidiary operate their businesses. The requirement of employee benefit plans has not been implemented consistently by the local governments in China given the different levels of economic development in different locations. Companies operating in China are also required to withhold individual income tax on employees’ salaries based on the actual salary of each employee upon payment.

As of the date of this prospectus, the PRC Subsidiary has made social insurance contributions (including pension, medical, unemployment, work-related injury, and maternity insurance) for all eligible employees based on their actual wages in compliance with PRC laws. However, the PRC Subsidiary has not established a housing provident fund scheme, as such contributions are not yet mandatorily enforced in its jurisdiction of operation under current local implementation rules.

If there is a failure to pay the full amount of housing provident fund as required, the housing provident fund management center may require payment of the outstanding amount within a prescribed period. If the payment is not made within such time limit, an application may be made to the PRC courts for compulsory enforcement. If the PRC Subsidiary is subject to late fees or fines in relation to the underpaid employee benefits and our financial condition and results of operations may be adversely affected. The PRC Subsidiary may also be subject to regulatory investigations and other penalties if their other employment practices are deemed to be in violation of relevant PRC laws and regulations.

Increases in labor costs in Hong Kong may adversely affect our business and results of operations.

Our subsidiary in Hong Kong is required by Hong Kong laws and regulations to maintain various statutory employee benefits, including mandatory provident fund scheme and work-related injury insurance, to provide statutorily required paid sick leave, annual leave and maternity leave, and make severance payments or long service payments. The relevant government agencies may examine whether an employer has complied with such requirements, and those employers who fail to comply commit a criminal offence and may be subject to fines and/or imprisonment.

As of the date of this prospectus, we believe that our subsidiaries in Hong Kong are in compliance with applicable Hong Kong laws and regulations concerning employment and labor protection in all material respects. We expect that our HK subsidiary labor costs, including wages and employee benefits, will continue to increase. Unless our HK subsidiary is able to control their labor costs or pass on these increased labor costs to their customers by increasing service fees, our financial condition and operating results may be adversely affected.

The enforcement of the PRC Labor Contract Law and other labor-related regulations in the PRC may subject the PRC Subsidiary to penalties or liabilities.

The PRC Labor Contract Law, which was enacted in 2008 and amended in 2012, introduced specific provisions related to fixed-term employment contracts, part-time employment, probationary periods, consultation with labor unions and employee assemblies, employment without a written contract, dismissal of employees, severance, and collective bargaining to enhance previous PRC labor laws. Under the Labor Contract Law, an employer is obligated to sign a non-fixed term labor contract with any employee who has worked for the employer for ten consecutive years. Further, if an employee requests or agrees to renew a fixed-term labor contract that has already been entered into twice consecutively, the resulting contract, with certain exceptions, must have non-fixed term, subject to certain exceptions. With certain exceptions, an employer must pay severance to an employee where a labor contract is terminated or expires. In addition, the PRC government authorities have continued to introduce various new labor-related regulations since the effectiveness of the Labor Contract Law.

These laws and regulations designed to enhance labor protection tend to increase our labor costs. In addition, as the interpretation and implementation of these regulations are still evolving, the PRC Subsidiary’s employment practices may not be at all times be deemed in compliance with the regulations. As a result, they could be subject to penalties or incur significant liabilities in connection with labor disputes or investigations. If we are deemed to have violated relevant labor laws and regulations, we could be required to provide additional compensation to our employees, and our business, financial condition and results of operations could be materially and adversely affected.

Failure to comply with Hong Kong Competition Law may result in material and adverse effect on our business, financial condition and results of operations.

We operate in a competitive industry and a highly competitive market. We may be subject to a variety of laws and other obligations regarding competition law in Hong Kong, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations. We face significant competition in the market due to a large amount of goods and service providers. We may be subject to the Competition Ordinance (Chapter 619 of the Laws of Hong Kong) (“Competition Ordinance”), which came into force on December 14, 2015, which laid down three forms of behaviour and imposes three rules which are intended to prevent and discourage anti-competitive conduct: (i) the first conduct rule prohibits agreements between undertakings that have the object or effect of preventing, restricting and distorting competition in Hong Kong; (ii) the second conduct rule prohibits undertakings with a substantial degree of market power in a market from abusing that power by engaging in conduct that has the object or effect of preventing, restricting and distorting competition in Hong Kong; and (iii) the merger rule prohibits mergers that have or are likely to have the effect of substantially lessening competition in Hong Kong. Currently, we do not believe we have conducted any anti-competitive actions.

The Competition Commission is a statutory body in Hong Kong established to investigate any contravention against and enforce on the provisions of the Competition Ordinance, and the Competition Tribunal is a tribunal set up under the Competition Ordinance, as part of Hong Kong judiciary, to hear and decide cases connected with competition law in Hong Kong. Under the guidelines and policies published by the Competition Commission, possible outcomes of investigation of contravention of the Competition Ordinance may include the acceptance of commitment given by infringer, the issuing of warning notice or infringement notice, commencement of proceedings in the Competition Tribunal, applying for consent order, referral of complaint to a government agency and the conduct of a market study. The Competition Tribunal may order remedies including pecuniary penalty, disqualification or other order under the Competition Ordinance. The guidelines and policies published by the Competition Commission in Hong Kong did not mention any remedies which may impact on the Company’s ability to accept foreign investment or list on a U.S./foreign exchange as a result of the non-compliance of the Competition Ordinance.

The Company confirms that we have not adopted any anti-competitive conduct described in the Competition Ordinance and will continue to act in compliance with the Competition Ordinance. However, there may be uncertainties on the full effect of the rules in respect of compliance, infringement, and its effect on our business in particular when tendering is involved in securing contracts. We may face difficulties and may need to incur legal costs in ensuring our compliance with the rules. If we face any complaints of infringement of the Competition Ordinance, we may incur substantial legal costs and may result in business disruption and/or negative media coverage, which could adversely affect our business, results of operations and reputation.

The regulations governing mergers and acquisitions and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which may make it more difficult for us to pursue growth through acquisitions.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, and some other regulations and rules concerning mergers and acquisitions established complex procedures and requirements for acquisition of Chinese companies by foreign investors, including requirements in some instances that the Ministry of Commerce of the PRC be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. Moreover, the Anti-Monopoly Law promulgated by the Standing Committee of the National People’s Congress, which became effective in 2008, and amended in June 24, 2022, requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds must be cleared by the Ministry of Commerce before they can be completed. In addition, the security review rules issued by the Ministry of Commerce and became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the Ministry of Commerce, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement.

In the future, the PRC Subsidiary may pursue potential strategic acquisitions that are complementary to their business and operations. Complying with the requirements of the above-mentioned regulations and other rules to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval or clearance from the Ministry of Commerce, may delay or inhibit our ability to complete such transactions, which could affect the PRC Subsidiary’s ability to expand their business or maintain their market share. Furthermore, according to the M&A Rules, if a PRC entity or individual plans to merge or acquire its related PRC entity through an overseas company legitimately incorporated or controlled by such entity or individual, such a merger and acquisition will be subject to examination and approval by the Ministry of Commerce. The application and interpretations of M&A Rules are still uncertain, and there is possibility that the PRC regulators may promulgate new rules or explanations requiring that the PRC Subsidiary obtain approval of the Ministry of Commerce for their completed or ongoing mergers and acquisitions. There is no assurance that the PRC Subsidiary can obtain such approval from the Ministry of Commerce for their mergers and acquisitions, and if they fail to obtain those approvals, they may be required to suspend our acquisition and be subject to penalties. Any uncertainties regarding such approval requirements could have a material adverse effect on their business, results of operations and corporate structure.

The China Securities Regulatory Commission, or the CSRC, has released the rules for China-based companies seeking to conduct listing and offerings in foreign markets. While the majority of our operations are in Hong Kong, uncertainties still exist in the promulgation, interpretation and enforcement of PRC laws, we may be impacted by any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers in the future. Those actions could significantly limit or completely hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors and could cause the value of our Class A Ordinary Shares to significantly decline or become worthless.

On February 17, 2023, the CSRC released the New Overseas Listing Rules, effective on March 31, 2023. The New Overseas Listing Rules impose requirements for the overseas securities offering and listing by domestic enterprises, and clarified and emphasized several aspects, which include, but are not limited to: (i) comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies” in compliance with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures under the Trial Administrative Measures if the following criteria are met at the same time: a) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting

year is accounted for by PRC domestic companies, and b) the main parts of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China; (ii) exemptions from immediate filing requirements for issuers that have already been listed overseas, prior to the date of implementation of the Trial Administrative Measures, or meet the following circumstances at the same time: a) whose application for indirect overseas offering and listing has been approved by the overseas regulators or overseas stock exchanges (for example, the effectiveness of a registration statement for offering and listing in the U.S. has been obtained), and b) are not required to re-perform the regulatory procedures with the relevant overseas regulator or overseas stock exchanges, and c) whose overseas offering or listing shall be completed before September 30, 2023, but such issuers shall still be subject to filing procedures if they conduct refinancings or any other filing matters; (iii) a negative list of types of issuers banned from listing or offering overseas, such as issuers under investigation for crimes or major violations of the law, or whose overseas offering and listing may endanger national security, or whose controlling shareholders have been recently convicted of bribery and corruption; (iv) issuers’ compliance with foreign investment, network security, data security, and other national security laws, regulations and relevant provisions; (v) issuers’ filing and reporting obligations, such as an obligation to file with the CSRC after an issuer submits an application for initial public offering to competent overseas regulators, and an obligation to file with the CSRC after an issuer completes subsequent offerings in the same overseas market and to report to the CSRC on material events including change of control or voluntary or mandatory delisting of the issuer; and (vi) the CSRC’s authority to fine both issuers and their relevant shareholders for failure to comply with the Trial Administrative Measures, including failure to comply with the filing procedures or filing with materials on false, misleading statements or material omissions. In the opinion of our PRC legal counsel, Zhong Yin Law Firm, we are not required to complete the filing procedures with the CSRC for this offering and our listing on a U.S. stock exchange because a) none of the operating revenue, total profit, total assets, or net assets of Niche Medical for the most recent accounting year, accounted for 50% or more of the Company’s corresponding figures on a consolidated basis, and b) the majority the Company’s operations and the principal place of business are located in Hong Kong, and the majority of the Company’s senior managers in charge of its business operations and management are neither Chinese citizens nor domiciled in mainland China. As of the date of this prospectus, we have not received any warning, sanction, or any regulatory objection to this offering from the CSRC, the CAC, or any other PRC authorities that have jurisdiction over our operations. Because these statements and regulatory actions are newly published, however, further official guidance and related implementation rules have not been issued. It is highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of the PRC Subsidiary, our ability to accept foreign investments, and our listing on a U.S. exchange. The PRC regulatory authorities may in the future promulgate additional laws, regulations, or implementing rules that require us, or the PRC Subsidiary, to obtain regulatory approval from Chinese authorities before listing in the U.S. If we do not receive or maintain such approval, or inadvertently conclude that such approval is not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our operations and the value of our Class A Ordinary Shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.

On February 24, 2023, the CSRC, together with other PRC government authorities, released the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Enterprises (the “Confidentiality and Archives Administration Provisions”), effective on March 31, 2023. The Confidentiality and Archives Administration Provisions require, among others, that PRC domestic enterprises seeking to offer and list securities in overseas markets, either directly or indirectly, shall establish the confidentiality and archives system, and shall complete approval and filing procedures with competent authorities, if such PRC domestic enterprises or their overseas listing entities provide or publicly disclose documents or materials involving state secrets and work secrets of PRC government agencies to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals. It further stipulates that providing or publicly disclosing documents and materials which may adversely affect national security or public interests, and accounting files or copies of important preservation value to the state and society shall be subject to corresponding procedures in accordance with relevant laws and regulations.

We have been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC or other PRC regulatory authorities required for our operations and overseas listings, including for this offering. However, there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory

requirements related to overseas securities offerings and other capital markets activities. The PRC government may take actions to exert more oversight and control over offerings by China-based issuers conducted overseas and foreign investment in such companies, which could significantly limit or completely hinder our ability to offer or continue to offer securities to investors outside China and cause the value of our securities to significantly decline or become worthless.

PRC regulations relating to offshore investment activities by mainland Chinese residents may limit the mainland Chinese Subsidiary’s ability to change their registered capital or distribute profits to us or otherwise expose us or our mainland Chinese resident beneficial owners to liability and penalties under PRC laws. In addition, any failure to comply with PRC regulations with respect to registration requirements for offshore financing may subject us to legal or administrative sanctions.

In July 2014, the State Administration of Foreign Exchange of the PRC, or SAFE, promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment Through Special Purpose Vehicles, or SAFE Circular 37. SAFE Circular 37 requires mainland Chinese residents (including mainland Chinese individuals and mainland Chinese corporate entities as well as foreign individuals that are deemed as mainland Chinese residents for foreign exchange administration purpose) to register with SAFE or its local branches in connection with their direct or indirect offshore investment activities. SAFE Circular 37 further requires amendment to the SAFE registrations in the event of any changes with respect to the basic information of the offshore special purpose vehicle, such as change of a PRC individual shareholder, name and operation term, or any significant changes with respect to the offshore special purpose vehicle, such as increase or decrease of capital contribution, share transfer or exchange, or mergers or divisions. SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in the future. None of our current shareholders are mainland Chinese residents, therefore, they are no subject to the registration requirement of SAFE Circular 37.

Under these foreign exchange regulations, mainland Chinese residents who make, or have previously made, prior to the implementation of these foreign exchange regulations, direct or indirect investments in offshore companies are required to register those investments. In addition, any mainland Chinese resident who is a direct or indirect shareholder of an offshore company is required to update its previously filed SAFE registration, to reflect any material change involving its round-trip investment. If any mainland Chinese shareholder fails to make the required registration or update the previously filed registration, the PRC Subsidiary of that offshore parent company may be restricted from distributing their profits and the proceeds from any reduction in capital, share transfer or liquidation to their offshore parent company, and the offshore parent company may also be restricted from injecting additional capital into its PRC Subsidiary. Moreover, failure to comply with the various foreign exchange registration requirements described above could result in liability under PRC laws for evasion of applicable foreign exchange restrictions, including (i) the requirement by SAFE to return the foreign exchange remitted overseas or into the PRC within a period of time specified by SAFE, with a fine of up to 30% of the total amount of foreign exchange remitted overseas or into PRC and deemed to have been evasive or illegal and (ii) in circumstances involving serious violations, a fine of no less than 30% of and up to the total amount of remitted foreign exchange deemed evasive or illegal.

We are committed to complying with and to ensuring that our mainland Chinese resident shareholders who are subject to these regulations, if any, will comply with the SAFE rules and regulations. However, due to the inherent uncertainty in the implementation of the regulatory requirements by the PRC authorities, such registration might not be always practically available in all circumstances as prescribed in those regulations. In addition, we may not always be able to compel them to comply with SAFE Circular 37 or other related regulations. We cannot assure you that SAFE or its local branches will not release explicit requirements or interpret the PRC laws and regulations otherwise. We may not be fully informed of the identities of all our shareholders or beneficial owners who are PRC residents, and we cannot provide any assurance that all of our shareholders and beneficial owners who are PRC residents will comply with our request to make, obtain or update any applicable registrations or comply with other requirements under SAFE Circular 37 or other related rules in a timely manner.

Because there is uncertainty concerning the reconciliation of these foreign exchange regulations with other approval requirements, it is unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the government authorities. We cannot predict how these regulations will affect our business operations or future strategy. For example, we may be subject to a more stringent

review and approval process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our results of operations and financial condition. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.

In addition, our offshore financing activities, such as the issuance of foreign debt, are also subject to PRC laws and regulations. In accordance with such laws and regulations, we may be required to complete filing and registration with the National Development and Reform Commission (the “NDRC”) prior to such activities. Failure to comply with the requirements may result in administrative meeting, warning, notification and other regulatory penalties and sanctions.

We may rely on dividends and other distributions on equity paid by our subsidiaries in Hong Kong and mainland China to fund any cash and financing requirements we may have, and any limitation on the ability of our subsidiaries in Hong Kong and mainland China to make payments to us could have a material and adverse effect on our ability to conduct our business.

We are a Cayman Islands holding company and we rely principally on receipt of funds from our Hong Kong subsidiary, BM HK, and our subsidiary in mainland China, Niche Medical, for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.

Subject to the Companies Act (Revised) of the Cayman Islands and our amended and restated memorandum and articles of association, our board of directors may, by resolution of directors, authorize and declare a dividend to our shareholders at such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value of our assets will exceed our liabilities and we will be able to pay our debts as they fall due. There is no further Cayman Islands statutory restriction on the amount of funds which may be distributed by us by dividend.

According to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available for distribution or other distributable reserves. Dividends cannot be paid out of share capital. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. See “Material Tax Consideration — Hong Kong Taxation.”

The ability of Niche Medical to distribute dividends is based upon its distributable earnings. Current PRC regulations permit Niche Medical to pay dividends to its shareholders only out of its accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. If Niche Medical incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to us.

Any limitation on Niche Medical’s ability to distribute dividends or other payments to its shareholders could materially and adversely limit our ability to make investments or acquisitions that could be beneficial to our whole business, pay dividends or otherwise fund our business.

In addition, there can be no assurance that in the future the PRC government will not intervene or impose restrictions on our Hong Kong subsidiary, BM HK’s ability to transfer or distribute cash/assets to entities outside of Hong Kong, any limitation on the ability of BM HK to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

PRC regulation of parent/subsidiary loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the proceeds of offshore offerings to make loans or additional capital contributions to the PRC Subsidiary, which could materially and adversely affect their liquidity and their ability to fund and expand their business.

We are an offshore holding company conducting a majority of our operations in Hong Kong through BM HK and part of our operations in China through Niche Medical. We may make loans to our subsidiaries in China, or we may make additional capital contributions, or we may establish new PRC Subsidiary and make capital contributions to these new PRC Subsidiary.

Most of these ways are subject to PRC regulations and approvals or registration. For example, any loans by us to the Niche Medical, which is treated as a foreign-invested enterprise under PRC law, are subject to PRC regulations and foreign exchange loan registrations. For example, loans by us to the Niche Medical to finance its activities cannot exceed statutory limits and must be registered with the local counterpart of SAFE, or filed with SAFE in its information system. Pursuant to relevant PRC regulations, we may provide loans to Niche Medical up to the larger amount of (i) the balance between the registered total investment amount and registered capital of Niche Medical, or (ii) twice the amount of the net assets of Niche Medical calculated in accordance with the Circular on Full-Coverage Macro-Prudent Management of Cross-Border Financing, or the “PBOC Circular 9.” Moreover, any medium or long-term loan to be provided by us to Niche Medical or other domestic PRC entities must also be filed and registered with the NDRC. We may also decide to finance Niche Medical by means of capital contributions. These capital contributions are subject to registration with the State Administration for Market Regulation or its local branch, reporting of foreign investment information with MOFCOM, or registration with other government authorities in China. Due to the restrictions imposed on loans in foreign currencies extended to PRC domestic companies, we are not likely to make such loans to Niche Medical. Further, we are not likely to finance the activities of Niche Medical by means of capital contributions due to regulatory restrictions relating to foreign investment in PRC domestic enterprises engaged in certain business.

On March 30, 2015, SAFE issued the Circular of the State Administration of Foreign Exchange on Reforming the Administrative Approach Regarding the Settlement of the Foreign Exchange Capital of Foreign-invested Enterprises, or “SAFE Circular 19,” which took effect and replaced previous regulations effective on June 1, 2015, and was amended on December 30, 2019. Pursuant to SAFE Circular 19, up to 100% of foreign currency capital of a foreign-invested enterprise may be converted into RMB capital according to the actual operation, and within the business scope, of the enterprise at its will. Although SAFE Circular 19 allows for the use of RMB converted from the foreign currency-denominated capital for equity investments in the PRC, the restrictions continue to apply as to foreign-invested enterprises’ use of the converted RMB for purposes beyond their business scope, for entrusted loans or for inter-company RMB loans. On June 9, 2016, SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or “SAFE Circular 16,” effective on June 9, 2016, which reiterates some rules set forth in Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-affiliated enterprises. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to transfer any foreign currency we hold, including the net proceeds from our offshore offerings, to Niche Medical, which may adversely affect our liquidity and our ability to fund and expand our business in China. On October 23, 2019, the SAFE issued the Notice of the State Administration of Foreign Exchange on Further Facilitating Cross-border Trade and Investment, or “SAFE Circular 28,” which, among other things, expanded the use of foreign exchange capital to domestic equity investment area. Non-investment foreign-funded enterprises are allowed to lawfully make domestic equity investments by using their capital on the premise without violation to prevailing special administrative measures for access of foreign investments (negative list) and the authenticity and compliance with the regulations of domestic investment projects.

In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, including SAFE Circular 19, SAFE Circular 16, and other relevant rules and regulations, we cannot assure you that we will be able to complete the necessary registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans to the Niche Medical, or future capital contributions by us to Niche Medical. As a result, uncertainties exist as to our ability to provide prompt financial support to Niche Medical when needed. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds we received or expect to receive from our offshore offerings and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect the PRC Subsidiary’s business, including their liquidity and their ability to fund and expand their business.

We may be exposed to liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption laws.

We are subject to the U.S. Foreign Corrupt Practices Act (the “FCPA”), and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business. The PRC Subsidiary are subject to Chinese anti-corruption laws, which strictly prohibit the payment of bribes to government officials. Niche Medical has operations, agreements with third parties, and make sales in China, which may experience corruption. Our activities in China create the risk of unauthorized payments or offers of payments by the employees, consultants or distributors of our Company, because these parties are not always subject to our control.

Although we believe we have complied in all material respects with the provisions of the FCPA and Chinese anti-corruption laws as of the date of this prospectus, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants or distributors of our Company may engage in conduct for which we might be held responsible. Violations of the FCPA or Chinese anti-corruption laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our operating results and financial condition. In addition, the government may seek to hold our Company liable for successor liability related to FCPA violations committed by companies in which we invest or that we acquire.

We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by our offshore subsidiaries.

On February 3, 2015, the State Administration of Taxation, or the SAT, issued the Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Tax Resident Enterprises, or SAT Bulletin 7. SAT Bulletin 7 extends its tax jurisdiction to transactions involving the transfer of taxable assets through offshore transfer of a foreign intermediate holding company. In addition, SAT Bulletin 7 has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. SAT Bulletin 7 also brings challenges to both foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets, as such persons need to determine whether their transactions are subject to these rules and whether any withholding obligation applies.

On October 17, 2017, the SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or SAT Bulletin 37, which came into effect on December 1, 2017. The SAT Bulletin 37 further clarifies the practice and procedure of the withholding of non-resident enterprise income tax.

Where a non-resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an overseas holding company, which is an Indirect Transfer, the non-resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxable assets, may report such Indirect Transfer to the relevant tax authority. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC enterprise income tax, and the transferee or other person who pays for the transfer is obligated to withhold the applicable taxes currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.

We face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in our offshore subsidiaries and investments. We may be subject to filing obligations or taxed if we are transferor in such transactions, and may be subject to withholding obligations if we are transferee in such transactions, under SAT Bulletin 7 and/or SAT Bulletin 37. For transfer of shares in us by investors who are non-PRC resident enterprises, Niche Medical may be requested to assist in the filing under SAT Bulletin 7 and/or SAT Bulletin 37. As a result, we may be required to expend valuable resources to comply with SAT Bulletin 7 and/or SAT Bulletin 37 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that we should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

On August 8, 2006, six PRC regulatory agencies, including the MOFCOM, the State-Owned Assets Supervision and Administration Commission (the “SASAC”), the State Administration of Taxation (the “SAT”), the State Administration of Industry and Commerce (the “SAIC”), the CSRC, and the SAFE, jointly adopted the M&A Rules, which came into effect on September 8, 2006 and were amended on June 22, 2009. On September 21, 2006, the CSRC published on its official website procedures regarding its approval of overseas listings by special purpose vehicles. The M&A Rules and some other regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time consuming and

complex, including requirements in some instances that shall obtained an approval from MOFCOM, in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles. See “Regulation — M&A Rules and Regulation on Overseas Listings.”

In the future, we may grow our business by acquiring businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions, if required, could be time-consuming, and any required approval processes, including obtaining approval from the MOFCOM or its local counterparts may delay or inhibit our ability to complete such transactions. It is unclear whether our business would be deemed to be in an industry that raises “national defense and security” or “national security” concerns. However, the MOFCOM or other government agencies may publish explanations in the future determining that our business is in an industry subject to the security review, in which case our future acquisitions in the PRC, may be closely scrutinized or prohibited. Our ability to expand our business or maintain or expand our market share through future acquisitions would as such be materially and adversely affected. Furthermore, according to the M&A Rules, if a PRC entity or individual plans to merge or acquire its related PRC entity through an overseas company legitimately incorporated or controlled by such entity or individual, such a merger and acquisition will be subject to examination and approval by the MOFCOM. There is a possibility that the PRC regulators may promulgate new rules or explanations requiring that we obtain the approval of the MOFCOM or other PRC governmental authorities for our completed or ongoing mergers and acquisitions. There is no assurance that, if we plan to make an acquisition, we can obtain such approval from the MOFCOM or any other relevant PRC governmental authorities for our mergers and acquisitions, and if we fail to obtain those approvals, we may be required to suspend our acquisition and be subject to penalties. Any uncertainties regarding such approval requirements could have a material adverse effect on our business, results of operations and corporate structure.

Moreover, the Anti-Monopoly Law requires that State Council’s anti-monopoly law enforcement authority shall be notified in advance of any concentration of undertaking if certain thresholds are triggered. In addition, the security review rules issued by MOFCOM that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. In the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time consuming, and any required approval processes, including obtaining approval from MOFCOM or its local counterparts may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

Because our business is conducted in Hong Kong dollars and the price of our Class A Ordinary Shares is quoted in United States dollars, changes in currency conversion rates may affect the value of your investments.

Our business is mostly conducted in Hong Kong. The books and records of BM HK are maintained in Hong Kong dollars, which is the currency of Hong Kong, and the financial statements that we file with the SEC and provide to our shareholders are presented in United States dollars. Changes in the exchange rate between the Hong Kong dollar and U.S. dollar affect the value of our assets and the results of our operations in United States dollars. The value of the Hong Kong dollar against the United States dollar and other currencies may fluctuate and is affected by, among other things, changes in the Hong Kong’s political and economic conditions and perceived changes in the economy of Hong Kong and the United States. Any significant revaluation of the Hong Kong dollar may materially and adversely affect our cash flows, revenue and financial condition. Further, our Class A Ordinary Shares offered by this prospectus are denominated in United States dollars, we will need to convert the net proceeds we receive into Hong Kong dollar in order to use the funds for our business. Changes in the conversion rate between the United States dollar and the Hong Kong dollar will affect that amount of proceeds we will have available for our business.

The books and records of Niche Medical are maintained in Renminbi. The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the People’s Bank of China. The Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. The value of Renminbi against the U.S. dollar and other currencies is affected by changes in China’s political and economic conditions and by China’s foreign exchange policies, among other things. We cannot assure you that Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between Renminbi and the U.S. dollar in the future.

Governmental control of currency conversion may limit our ability to utilize our income effectively and affect the value of your investment.

The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our income in Hong Kong Dollars. Under our current corporate structure, our Cayman Islands holding company may rely on dividend payments from the PRC Subsidiary to fund any cash and financing requirements payable outside of China. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, cash generated from the operations of the PRC Subsidiary in China may be used to pay dividends to our company without prior approval of SAFE. However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we need to obtain SAFE approval to use cash generated from the operations of the PRC Subsidiary to pay any debts they may incur in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi.

In addition, if any of our shareholders who is subject to SAFE regulations fails to satisfy the applicable overseas direct investment filing or approval requirement, the PRC government may restrict our access to foreign currencies for current account transactions. If we are prevented from obtaining sufficient foreign currency to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders.

Given the Chinese government’s significant oversight and discretion over the conduct of the business of the PRC Subsidiary, the Chinese government may intervene or influence their operations at any time, which could result in a material change in the operations of the PRC Subsidiary and the value of our Class A Ordinary Shares.

The Chinese government has significant oversight and discretion over the conduct of the PRC Subsidiary and may intervene or influence their operations at any time as the government deems appropriate to further regulatory, political, and societal goals, which could result in a material change in the operations of the PRC Subsidiary and the value of our Class A Ordinary Shares.

The Chinese government has recently published new policies that significantly affected certain industries such as the education and Internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry. As of the date of this prospectus, neither the Company nor the PRC Subsidiary have been subject to any investigation, or receive any notice, warning, or sanction from relevant government authorities related to such non-compliance. However, we cannot assure you that regulators in China will not take a contrary view or will not subsequently require us to rectify and subject us to fines or penalties for non-compliance. Future policy and regulation changes could adversely affect the business, financial condition, and results of operations of the PRC Subsidiary.

Furthermore, if China adopts more stringent standards with respect to certain areas such as environmental protection or corporate social responsibilities, the PRC Subsidiary may incur increased compliance costs or become subject to additional restrictions in their operations. Certain areas of the law in China, including intellectual property rights and confidentiality protections, may also not be as effective as in the United States or other countries. In addition, we cannot predict the effects of future developments in the PRC legal system on the business operations of the PRC Subsidiary, including the promulgation of new laws, or changes to existing laws or the interpretation or enforcement thereof. These uncertainties could limit the legal protections available to us and our investors, including you.

There are political risks associated with conducting business 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 affect the market and adversely affect the business operations of the Company. 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, 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 BM HK’s operations are located in Hong Kong, any change of such environment 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, 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. Based on certain recent developments, including the Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region issued by the Standing Committee of the PRC National People’s Congress in June 2020, the U.S. State Department has indicated that the United States no longer considers Hong Kong to have significant autonomy from China and at the time President Trump signed an executive order and Hong Kong Autonomy Act (the “HKAA”), to remove Hong Kong’s preferential trade status and to authorize the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. The United States may impose the same tariffs and other trade restrictions on exports from Hong Kong that it places on goods from mainland China. These and other recent actions may represent an escalation in political and trade tensions involving the U.S., mainland China and Hong Kong, which could potentially harm our business.

Given the relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on BM HK’s business operations, which could in turn adversely and materially affect our business, results of operations and financial condition. It is difficult to predict the full impact of the HKAA on Hong Kong and companies with operations in Hong Kong like us.

The PRC laws, rules and regulations that apply or are to be applied to Hong Kong, and the enforcement of the same, can change quickly with little or no advance notice. As a result, the Hong Kong legal system embodies uncertainties which could limit the availability of legal protections, which could result in a material change in BM HK’s operations and/or the value of the securities we are registering for sale.

The Basic Law was officially adopted at the Third Session of the Seventh National People’s Congress on April 4, 1990 in accordance with the Sino-British Joint Declaration on the Question of Hong Kong entered into between the PRC and United Kingdom governments on December 19, 1984 and has been in effect since July 1, 1997. The Basic Law embodies the “One Country, Two Systems” principle and provides that Hong Kong will retain its own currency (i.e., the Hong Kong dollar), legal system, and people’s rights and freedom, as well as the freedom to function with a high degree of autonomy, and the capitalism system and way of life in Hong Kong shall remain unchanged for fifty years from 1997. The Special Administrative Region of Hong Kong is responsible for its own domestic affairs in various aspects including, but not limited to, exercise of independent judicial power (including that of final adjudication), conducting of administrative affairs, public finance, monetary affairs, immigration and customs, maintenance of public order, to the extent provided in the Basic Law.

However, if there are any changes in relation to Hong Kong’s common law legal system, this may in turn bring about uncertainty in, for example, the enforcement of the contractual rights of BM HK, which could, in turn, materially and adversely affect BM HK. 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 the ability to enforce contractual rights of BM HK, resulting in a material change in BM HK’s operations and/or the value of the securities we are registering for sale.

There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of the PRC Subsidiary, and dividends payable by the PRC Subsidiary to our offshore subsidiaries may not qualify to enjoy certain treaty benefits.

Under the EIT Law and its implementation rules, the profits of a foreign-invested enterprise generated through operations, which are distributed to its immediate holding company outside the PRC, will be subject to a withholding tax rate of 10%. Pursuant to the Double Tax Avoidance Arrangement, a withholding tax rate of 10% may be lowered to 5% if the PRC enterprise is at least 25% held by a Hong Kong enterprise for at least 12 consecutive months prior to distribution of the dividends and is determined by the relevant PRC tax authority to have satisfied other conditions and requirements under the Double Tax Avoidance Arrangement and other applicable PRC laws.

However, based on the Circular on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, or the “SAT Circular 81,” which became effective on February 20, 2009, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment. According to Circular on Several Issues regarding the “Beneficial Owner” in Tax Treaties, which became effective as of April 1, 2018, when determining an applicant’s status as the “beneficial owner” regarding tax treatments in connection with dividends, interests, or royalties in the tax treaties, several factors will be taken into account. Such factors include whether the business operated by the applicant constitutes actual business activities, and whether the counterparty country or region to the tax treaties does not levy any tax, grant tax exemption on relevant incomes, or levy tax at an extremely low rate. This circular further requires any applicant who intends to be proved of being the “beneficial owner” to file relevant documents with the relevant tax authorities. Our PRC Subsidiary, Niche Medical, is wholly owned by our Hong Kong subsidiary, BM HK. However, we cannot assure you that our determination regarding our qualification to enjoy the preferential tax treatment will not be challenged by the relevant PRC tax authority or we will be able to complete the necessary filings with the relevant PRC tax authority and enjoy the preferential withholding tax rate of 5% under the Double Tax Avoidance Arrangement with respect to dividends to be paid by Niche Medical to our Hong Kong subsidiary, BM HK, in which case, we would be subject to the higher withdrawing tax rate of 10% on dividends received.

If we become directly subject to the scrutiny, criticism, and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, stock price, and reputation.

U.S. public companies that have substantially all of their operations in China have been the subject of intense scrutiny, criticism, and negative publicity by investors, financial commentators, and regulatory agencies, such as the SEC. Much of the scrutiny, criticism, and negative publicity has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism, and negative publicity, the publicly traded stock of many U.S. listed Chinese companies sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism, and negative publicity will have on us, our business, and the price of our Class A Ordinary Shares. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and defend our company. This situation will be costly and time consuming and distract our management from developing our business. If such allegations are not proven to be groundless, we and our business operations will be severely affected and you could sustain a significant decline in the value of our Class A Ordinary Shares.

To the extent cash or assets of our business or of our PRC Subsidiary is in the PRC, such cash or assets may not be available to fund operations or for other use outside of the PRC, due to interventions in or the imposition of restrictions and limitations by the PRC government to the transfer of cash or assets.

The transfer of funds and assets among the Company and each of the operating subsidiaries is subject to restrictions. The PRC government imposes controls on the conversion of the RMB into foreign currencies and the remittance of currencies out of the PRC. In addition, the EIT Law and its implementation rules provide that a withholding tax at a rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises, unless reduced under treaties or arrangements between the PRC central government and the governments of other countries or regions where the non-PRC resident enterprises are tax resident.

As of the date of this prospectus, under the current legal and regulatory framework, there are no general restrictions or limitations imposed under the laws of Hong Kong on the transfer of capital within, into and out of Hong Kong (including funds from Hong Kong to the PRC), except for the transfer of funds that may involve money laundering and criminal activities and compliance with specific rules for certain transaction types. However, there is no guarantee that the Hong Kong government will not promulgate new laws or regulations that may impose such restrictions in the future.

As a result of the above, to the extent cash or assets of our business, or of our PRC Subsidiary is in the PRC, such funds or assets may not be available to fund operations or for other use outside of the PRC, due to interventions in or the imposition of restrictions and limitations by the PRC government to the transfer of cash or assets.

The recent joint statement by the SEC and the PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies, including companies based in China, upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our listing on a U.S. exchange and this offering.

On April 21, 2020, the SEC and the PCAOB released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in “Restrictive Market”, (ii) adopt a new requirement relating to the qualification of management or board of director for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.

On May 20, 2020, the Senate passed the Holding Foreign Companies Accountable Act requiring a foreign company to certify that it is not owned or manipulated by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the Holding Foreign Companies Accountable Act. The Company will be required to comply with these rules if the SEC identifies the Company 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 Holding Foreign Companies Accountable Act, including the listing and trading prohibition requirements described above. In May 2021, the PCAOB issued for public comment a proposed rule related to the PCAOB’s responsibilities under the Holding Foreign Companies Accountable Act, which, according to the PCAOB, would establish a framework for the PCAOB to use when determining, as contemplated under the Holding Foreign Companies Accountable Act, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. The proposed rule was adopted by the PCAOB in September 2021, pending the final approval of the SEC to become effective.

On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the Holding Foreign Companies Accountable 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, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in China and in Hong Kong because of positions taken by PRC and Hong Kong authorities in those jurisdictions. The PCAOB has made such determination, as mandated under the Holding Foreign Companies Accountable Act. Pursuant to each annual determination by the PCAOB, the SEC will, on an annual basis, identify issuers that have used non-inspected audit firms and thus are at risk of such suspensions in the future.

On August 26, 2022, the CSRC, the MOF, and the PCAOB signed the Protocol, governing inspections and investigations of audit firms based in China and Hong Kong. Pursuant to the Protocol, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination.

On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the delisting of our Company and the prohibition of trading in our securities if the PCAOB is unable to inspect our accounting firm at such future time.

If for whatever reason the PCAOB is unable to conduct full inspections of the Company’s auditor, such uncertainty could cause the market price of our securities to be materially and adversely affected, and the Company’s securities could be delisted or prohibited from being traded “over-the-counter”. If the Company’s securities were unable to be listed on another securities exchange by then, such a delisting would substantially impair your ability to sell or purchase our securities when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our securities.

The Company’s auditor, AssentSure, 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 headquartered in Singapore, 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. AssentSure has been inspected by the PCAOB on a regular basis. It is not subject to the determinations issued by the PCAOB on December 16, 2021.

The recent developments would add uncertainties to our offering and may result in prohibitions on the trading of our securities on Nasdaq, if our auditors fail to meet the PCAOB inspection requirement in time.

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our PRC Subsidiary.

We are an offshore holding company with a majority of our operations conducted Hong Kong and the rest in mainland China through our operating subsidiaries. We may make loans to our PRC Subsidiary, subject to the approval, registration, and filing with governmental authorities and limitations of amount, or we may make additional capital contributions to our PRC Subsidiary. Any loans to wholly foreign-owned subsidiaries or operating entities in China are treated as foreign-invested enterprises under PRC law, and are subject to foreign exchange loan registrations with the NDRC, and SAFE or its local branches.

Any funds we transfer to our PRC Subsidiary, either as a shareholder loan or as an increase in registered capital, are subject to approval by or registration with relevant governmental authorities in China. According to the relevant PRC regulations on foreign investors in China, capital contributions to wholly foreign-owned subsidiaries or PRC Subsidiary are subject to submission of information to and registration with certain PRC government authorities, including MOFCOM or its local counterparts and the State Administration of Market Regulation (“SAMR”) through its Enterprise Registration System, the National Enterprise Credit Information Publicity System and the local counterpart of SAFE. In addition, any foreign loan procured by any PRC Subsidiary cannot exceed statutory limits and is required to be registered with SAFE or its respective local branches.

On March 30, 2015, the SAFE promulgated the Circular on Reforming the Management Approach Regarding the Foreign Exchange Capital Settlement of Foreign-Invested Enterprises, or SAFE Circular 19, which took effect on June 1, 2015 and amended in December 2019. SAFE Circular 19 launched a nationwide reform of the administration of the settlement of the foreign exchange capitals of foreign investors and allows foreign investors to settle their foreign exchange capital at their discretion, but continues to prohibit foreign investors from using the Renminbi fund converted from their foreign exchange capital for expenditure beyond their business scopes, providing entrusted loans or repaying loans between nonfinancial enterprises. The SAFE issued the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or SAFE Circular 16, effective in June 2016. Pursuant to SAFE Circular 16, enterprises registered in China may also convert their foreign debts from foreign currency to Renminbi on a self-discretionary basis. SAFE Circular 16 provides an integrated standard for conversion of foreign exchange under capital account items (including but not limited to foreign currency capital and foreign debts) on a self-discretionary basis which applies to all enterprises registered in China. SAFE Circular 16

reiterates the principle that Renminbi converted from foreign currency-denominated capital of a company may not be directly or indirectly used for purposes beyond its business scope or prohibited by PRC laws or regulations, while such converted Renminbi shall not be provided as loans to its non-affiliated entities. As this circular is relatively new, there remains uncertainty as to its interpretation and application and any other future foreign exchange related rules. Violations of these Circulars could result in severe monetary or other penalties. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to use Renminbi converted from the proceeds to be received from this public offering, to invest in or acquire any other PRC companies through our operating entity, which may adversely affect our business, financial condition and results of operations.

On October 23, 2019, the SAFE promulgated the Notice of the State Administration of Foreign Exchange on Further Promoting the Convenience of Cross-border Trade and Investment, or the SAFE Circular 28, which, among other things, allows all foreign-invested companies to use Renminbi converted from foreign currency-denominated capital for equity investments in China, as long as the equity investment is genuine, does not violate applicable laws, and complies with the negative list on foreign investment. However, since the SAFE Circular 28 is newly promulgated, it is unclear how SAFE and competent banks will carry this out in practice.

In addition, a foreign invested enterprise shall use its capital pursuant to the principle of authenticity and self-use within its business scope. The capital of a foreign invested enterprise shall not be used for the following purposes: (1) directly or indirectly used for payment beyond the business scope of the enterprises or the payment prohibited by relevant laws and regulations; (2) directly or indirectly used for investment in securities or investments other than banks’ principal-secured products unless otherwise provided by relevant laws and regulations; (3) the granting of loans to non-affiliated enterprises, except where it is expressly permitted in the business license; and (4) paying the expenses related to the purchase of real estate that is not for self-use (except for the foreign-invested real estate enterprises).

In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals or filings on a timely basis, if at all, with respect to future loans or future capital contributions by us to our PRC Subsidiary. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds from this offering and to capitalize or otherwise fund our PRC operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our whole business.

Changes in international trade policies, trade disputes, barriers to trade, or the emergence of a trade war may dampen growth in China, our principal place of business.

Political events, international trade disputes, and other disruptions to international commerce could harm the global economy and adversely affect our subsidiaries’ business, customers, suppliers, and other business partners. Recent shifts in U.S. tariff policies, including increased tariffs on goods imported from China and other regions, as well as the potential for additional protectionist measures, may impact our subsidiaries business and operations.

Moreover, political uncertainty surrounding international trade disputes, particularly the ongoing tension between the U.S. and China, could damage consumer confidence and decision-making, leading to a material adverse effect on our subsidiaries’ business. Such uncertainty may also limit our subsidiaries’ access to new business opportunities, negatively impacting our PRC Subsidiary’s operations. Additionally, current and potential future actions by the U.S. or the PRC that affect trade relations could contribute to global economic instability, which may harm our subsidiaries’ business or financial performance. The financial condition of our subsidiaries’ customers could also be adversely affected by trade-related disruptions, and we cannot predict the extent or form of future actions or escalations.

Our financial performance could be materially and adversely affected by rising costs associated with inflation and the imposition of U.S. tariffs on imports from China.

Our business is susceptible to the effects of inflation, which can lead to higher costs of our operations. This includes increased prices for the raw materials and components our PRC Subsidiary’s use in their medical devices, as well as rising expenses for manufacturing, labor, and the transportation of our PRC Subsidiary’s products. If the overall price level in the economy increases, our operating expenses are expected to increase as well, potentially impacting our profitability.

Furthermore, recent trade policies enacted by the U.S. have imposed tariffs on a range of goods imported from China. These tariffs may lead to more medical product manufacturer choosing to market their products within China, instead of exporting the products to the U.S., which may in turn lead to even more intensive competition in the medical device industry as well as lower sales prices for medical devices within China. These factors will affect our business in mainland China and Hong Kong, and our sales’ volume and revenue may be negatively affected.

The future of these tariff policies and their wider impact on inflation are uncertain. The duration and scope of these measures, as well as potential responses from other countries, could significantly influence our business. We cannot predict the ultimate consequences of these developments, and there is no assurance that we will be able to fully absorb or mitigate the negative financial impacts resulting from increased costs driven by both general inflation and these tariffs.

Risks Relating to Our Business and Industry

Our operating history may not be indicative of our future growth or financial results and we may not be able to sustain our historical growth rates.

Our operating history may not be indicative of our future growth or financial results. There is no assurance that we will be able to grow our revenues in future periods. Our growth rates may decline for any number of possible reasons, and some of them are beyond our operating entity’s control, including decreasing customer demand, increasing competition, declining growth of the medical device and software industry in general, emergence of alternative business models, or changes in government policies or general economic conditions. We expect to continue to expand our sales network and product offerings to bring greater convenience to our customers and to increase our customer base and number of transactions. However, the execution of our expansion plan is subject to uncertainty and the total number of items sold and number of transacting customers may not grow at the rate we expect for the reasons stated above. If our growth rates decline, investors’ perceptions of our business and prospects may be adversely affected and the market price of our Class A Ordinary Share could decline accordingly.

We may not be able to generate sufficient revenue from the operations of BM HK and Niche Medical to achieve and maintain profitability.

We rely on our operating subsidiaries, BM HK and Niche Medical, to generate revenue for now. For the years ended March 31, 2025 and 2024, BM HK generated 99.37% and 99.87% of the total revenue, respectively, while Niche Medical generated 0.63% and 0.13% of the total revenue, respectively. In order to successfully continue our profitability, we will need to continue to expand our marketing efforts to develop new relationships and expand existing relationships with customers, and to expand into new sales territories. We cannot assure you that we will be able to achieve or maintain profitability. If we fail to successfully retain customers in the future or if the products manufactured by Niche Medical are not accepted by the customers, we may not receive a return on the substantial investments in product development, sales and marketing, regulatory compliance, and quality assurance we have made, as well as further investments we intend to make, which may cause us to fail to generate revenue and gain economies of scale from such investments.

If products procured and manufactured by us do not perform as expected, or if we are unable to satisfy customers’ demands for additional product features, our business and results of operations will suffer. Failure to maintain the quality and safety of our products could have a material and adverse effect on our business, financial condition and results of operations.

Our success depends on the market’s acceptance of our products procured and sold by BM HK and products manufactured by Niche Medical. As of the date of this prospectus, we have not noticed any product defects or errors. However, we cannot assure you that any product defects or other errors will not occur in the future. We may be subject to regulatory enforcement action or legal claims arising from any defects or errors that may occur. Any failure of our products to perform as expected could harm our reputation, business and results of operations.

In addition, our customers are technologically well informed and if we are unable to meet the demands of the customers, or if we are unable to increase throughput as expected or we are unable to obtain regulatory clearance or approval of those products, our reputation, business and results of operations could be harmed.

BM HK faces competition from numerous competitors, many of whom have greater resources than we do, which may make it more difficult for us to achieve significant market penetration.

The first aid device market is intensely competitive and has numerous players. The market for defibrillator equipment, in particular, is characterized by intense competition and pricing pressure. We may encounter competition from other companies with similar capabilities.

Our current competitors or other companies may at any time develop new products. If we are unable to develop products that compete effectively against the products of existing or future competitors, our net revenue could decline. Some of BM HK’s competitors may compete by changing their pricing model or by lowering the price of their products. If these competitors’ pricing techniques are effective, it could result in downward pressure on the price of the products sold by BM HK. If BM HK is unable to maintain or increase its selling prices in the face of competition, it may not improve our gross margins. Although BM HK is continuously growing its customer base, there is no assurance that we will be able to continue to do so in the future against current or future competitors, and such competitive pressures may have a material adverse effect on our business, financial condition, and results of operations.

Niche Medical may experience significant liability claims or complaints from customers, litigation, and regulatory investigations and proceedings relating to medical device safety, or adverse publicity involving our products, which could adversely affect our financial condition and results of operations.

We face an inherent risk of liability claims or complaints from our customers. Any complaints or claims against us, even if meritless and unsuccessful, may divert management’s attention and other resources from our business and adversely affect our business and operations. Customers may lose confidence in us and our brand, which may adversely affect our business and results of operations. Furthermore, negative publicity including but not limited to negative online reviews on social media and crowd-sourced review platforms, industry findings, or media reports related to medical device quality and safety, public health concerns, illness, injuries, whether or not accurate, and whether or not concerning our products, can adversely affect our business, results of operations and reputation.

Niche Medical faces potential legal liability due to the nature of its business. For example, customers may assert legal claims against Niche Medical in connection with personal injuries or illnesses related to the use of medical devices sold by us. In recent years, the PRC government, media outlets, and public advocacy groups have been increasingly focused on consumer protection, making it important for companies such as Niche Medical and its suppliers to prioritize the quality and safety of products sold in the PRC. If we sell defective products, it may be held liable for compensation and penalties associated with consumer protection laws. In addition, it may also be held responsible for other kinds of losses caused by its suppliers or other business partners who fail to comply with applicable PRC product quality rules and safety regulations. Although we may have recourse to the responsible parties for indemnity, its reputation could still be adversely affected.

Any claims and lawsuits could also divert management’s time and attention away from our business and result of operations, regardless of the merits of the claims. In some instances, we may be elected or forced to pay substantial damages if Niche Medical is unsuccessful in its efforts to defend against these claims, which could harm our financial condition and results of operations. In addition, our directors, management and employees may from time to time be subject to litigation and regulatory investigations and proceedings or otherwise face potential liability and expense in relation to medical device quality and safety, commercial, labor, employment, securities or other matters, which could also adversely affect our reputation and results of operations. We do not carry business liability insurance or disruption insurance insuring the potential losses as aforementioned. See “Risks Relating to Our Business and Industry — Niche Medical does not have business liability or disruption insurance, which could expose them to significant costs and business disruption.”

As of the date of this prospectus, we are not aware of any warning, investigations, prosecutions, disputes, claims or other proceedings in respect of customer rights protection, nor have we been punished or can foresee any punishment to be made by any governmental authorities in any domestic or overseas jurisdiction.

BM HK faces the risk of fluctuations in the cost, availability, and quality of supplies. A significant interruption in BM HK’s suppliers and other business partners could also adversely affect our results of operations.

The cost, availability, and quality of our major supplies are essential to our operations. We have not guaranteed any minimum purchase amount to any large suppliers and have proactively sought to locate and qualify additional manufacturers to introduce redundancies into the supply chain. While we believe that we have established healthy and

stable relationships with these large suppliers through years of cooperation, factors such as policy changes, market price fluctuations, or other unforeseen circumstances may lead to an increase in the cost of supplies, potentially affecting our financial performance. Additionally, supply shortages, delays, interruptions, or failures in timely delivery could disrupt our operations and negatively impact our financial results.

Furthermore, we have limited control over the operations of our third-party suppliers and other business partners. Any significant interruption in such suppliers and business partners’ operations may have an adverse impact on our operations, leading to delays or termination of shipments of supplies to us and causing damage to our customer relationships. While we believe that we could establish alternate sources of supplies, there is no assurance that these replacement suppliers will provide the necessary quantities, quality, or prices as required. Any shortage in supplies, deficiency in quality, or increase in prices could harm our reputation, financial condition, and results of operations. Failure to adequately address the impact of interruptions of operations of these third-party suppliers could materially and adversely affect our business operations and financial results.

Our business is dependent on large customers. If BM HK fails to acquire new customers or retain existing customers in a cost-effective manner, our business, financial condition, and results of operations may be materially and adversely affected.

Maintaining existing customers and developing new customers have been essential to our success. Most of BM HK’s large customers do not have any obligation to purchase additional products from BM HK. Therefore, there can be no assurance that any of BM HK’s large customers will continue to purchase products at levels comparable to previous years. A substantial loss or reduction in BM HK’s existing customers could adversely affect future revenues and earnings and in turn, adversely affect our business, financial condition, and results of operations.

BM HK’s ability to attract new customers and retain existing customers with its customized products and services, especially top customers, is crucial to driving its net revenues growth and achieving profitability. BM HK acquires customers through a combination of online and offline marketing efforts. In addition, BM HK’s sales team plans to participate in industry conferences and seminars to expand network and reach potential customers.

We will continue to seek to expand customer base to achieve sustainable growth. However, there can be no assurance that new customers will stay with us, or the net revenues from new customers we acquire will ultimately exceed the cost of acquiring those customers. In addition, if our existing customers, especially the existing top customers, no longer find our products appealing, or if our competitors offer more attractive products, prices, discounts or better customer services, the existing customers may lose interest in us, decrease their orders or even stop ordering from us. If we are unable to retain our existing customers, especially our top customers, or to fail to acquire new customers in a cost-effective manner, our revenues may decrease, and results of operations will be adversely affected.

Niche Medical may fail to effectively develop and commercialize new products, which would materially and adversely affect our business, financial condition, and results of operations.

The medical device market is developing rapidly and related technology trends are constantly evolving. This results in frequent introduction of new products, short product life cycles and significant price competition. Consequently, our future success depends on our ability to anticipate technology development trends and identify, develop, and commercialize in a timely and cost-effective manner new and advanced products that our customers demand. Whether we are successful in developing and commercializing new products is determined by our ability, among other things, to:

•        accurately assess technology trends and customer needs and meet market demands;

•        optimize our procurement processes to predict and control costs;

•        package and deliver products in a timely manner;

•        increase customer awareness and acceptance of our products;

•        minimize the time and costs required to obtain required regulatory clearances or approvals;

•        anticipate technology trends and compete effectively with other market players in similar industries;

•        price our products competitively; and

•        effectively integrate customer feedback into our R&D planning.

We cannot assure you that we can effectively develop and commercialize new products. In the event we fail to develop and commercialize new products, it would materially and adversely affect our business, financial condition, and results of operations.

If we are not able to implement our strategies to achieve our business objectives, our business operations and financial performance will be adversely affected.

Our business plan and growth strategies are based on currently prevailing circumstances and the assumption that certain circumstances will or will not occur. However, there are uncertainties involved in various stages of development, and there is no assurance that we will be successful in implementing our strategies or that our strategies, even if implemented, will lead to the successful achievement of our objectives. If we are not able to successfully implement our strategies, our business operations and financial performance will be adversely affected.

If we fail to comply with applicable laws and regulations, we could be subject to significant adverse regulatory actions, including monetary penalties, or suffer brand and reputational harm.

Our businesses are subject to regulation and oversight by Hong Kong and Chinese governmental authorities. The laws and regulations governing our operations and interpretations of those laws and regulations are increasing in number and complexity, are subject to future changes and can be inconsistent or conflict with one another. In general, these laws and regulations are designed to benefit and protect consumers rather than us. In addition, the governmental authorities that regulate our businesses have broad latitude to make, interpret and enforce the laws and regulations that govern us.

In the event of non-compliance with applicable laws and regulations, we may suffer brand and reputational harm and be subject to regulatory actions, litigation and other proceedings which may result in damages, fines, suspension or loss of licensure, suspension or exclusion from participation in government programs and/or other penalties, any of which could adversely affect our businesses, operating results, cash flows and/or financial condition.

Niche Medical may be exposed to intellectual property infringement and other claims by third parties which, if successful, could disrupt our business and have a material adverse effect on our financial condition and results of operations.

Niche Medical operates in an industry in which participants own a large number of patents and other intellectual property rights that are material to competing operations and such competitors may vigorously pursue remedies to protect and defend their rights. Niche Medical’s competitors or other third parties, many of which have substantial resources and have made substantial investments in competing technologies, may have or may obtain patents that may prevent, limit or interfere with Niche Medical’s ability to use or sell its products in China, as planned. It may be difficult to monitor all of the patent applications and other intellectual property rights registrations or applications that are filed in China or in other relevant jurisdictions. If Niche Medical offers products that may potentially infringe on any such pending applications and the applications are granted, third parties may initiate intellectual infringement claims against us.

As we plan to expand operations with new products and into new markets, and as litigation becomes more common in PRC, Niche Medical faces a higher risk of being the subject of claims for intellectual property infringement, invalidity or indemnification relating to other parties’ proprietary rights. The validity and scope of claims relating to medical device technology patents involve complex scientific, legal and factual questions and analysis and, as a result, may be highly uncertain. In addition, the defense of intellectual property suits, including patent infringement suits, and related legal and administrative proceedings can be both costly and time consuming and may significantly divert the efforts and resources of our technical and management personnel. Furthermore, an adverse determination in any such litigation or proceedings to which we may become parties could cause us to:

•        pay damage awards;

•        seek licenses from third parties;

•        pay ongoing royalties;

•        redesign our products; or

•        be restricted by injunctions.

Each of them could effectively prevent us from pursuing some or all of Niche Medical’s business and result in its customers or potential customers deferring or limiting our purchase or use of Niche Medical’s products, which could have a material adverse effect on our financial condition and results of operations.

Any disruption of the operation of BM HK’s suppliers could materially and adversely affect our business and results of operations.

BM HK’s products are primarily purchased from its suppliers located in Hong Kong and mainland China. Natural disasters or other unanticipated catastrophic events, including storms, fires, explosions, earthquakes, terrorist attacks and wars, as well as changes in governmental planning for the land where those suppliers’ factories are located could significantly impair BM HK’s ability to supply products to its customers. Catastrophic events could also destroy the inventories stored in those suppliers’ factories and affect BM HK’s supply chain. The occurrence of any catastrophic event could result in the temporary or long-term closure of those suppliers’ manufacturing facilities, and may severely disrupt our business operations indirectly.

In addition, factories of BM HK’s suppliers are subject to fire control and environmental inspections and regulations. If such facilities fail to rectify and pass the fire control and environmental inspections or comply with relevant fire control and environmental requirements relating to production activities in a timely manner, they may be subject to fines, rectification, suspension and closure, which may materially and adversely affect the production and in turn may impact our business. In the event of any changes in the PRC laws and/or regulations and/or government policies on environmental protection and more stringent requirements are imposed on BM HK’s suppliers in manufacturing, BM HK’s suppliers may have to incur extra costs and expenses to comply with such requirements, and our business and results of operations in PRC may be adversely affected by increased price in such supplies and components.

We may not be able to prevent others from unauthorized use of BM HK’s intellectual property, which could harm our business and competitive position.

We rely on a combination of copyright, patent and domain name protection laws in mainland China and Hong Kong, as well as confidentiality procedures and contractual provisions, to protect our intellectual property rights. In addition, Niche Medical regards its intellectual property as critical to its success. Niche Medical may become an attractive target to intellectual property attacks in the future with the increasing recognition of our brand. Any of Niche Medical’s intellectual property rights could be challenged, invalidated, circumvented or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages. Niche Medical seeks to protect its marketed products and the technology that Niche Medical considers commercially important by filing patent registration applications. We cannot assure you that (i) all of our intellectual property rights will be adequately protected, or (ii) Niche Medical’s intellectual property rights will not be challenged by third parties or found by a judicial authority to be invalid or unenforceable. Intellectual property protection may not be sufficient in China. Accordingly, we may not be able to effectively protect our intellectual property rights in China. In addition, policing any unauthorized use of our intellectual property is difficult, time-consuming and costly and the steps Niche Medical has taken may be inadequate to prevent the misappropriation of its intellectual property.

In the event that Niche Medical resorts to litigation to enforce its intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources. We can provide no assurance that it will prevail in such litigation. In addition, Niche Medical’s intellectual property may be leaked or otherwise become available to, or be independently discovered by, our competitors. Any failure in protecting or enforcing Niche Medical’s intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

Niche Medical does not have business liability or disruption insurance, which could expose them to significant costs and business disruption.

Niche Medical does not have business liability or disruption insurance to cover their operations. We have determined that the costs of insuring for these risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. Any uninsured risks may result in substantial costs and the diversion of resources, which could adversely affect our results of operations and financial condition.

If we do not obtain substantial additional financing, including the financing sought in this offering, our ability to execute on our business plan as outlined in this prospectus will be impaired.

Our plans for business expansion and development are dependent upon our raising significant additional capital, including the capital sought in this offering. We need capital for our future R&D, expanding the market, improving internal control and operation system, and supplementing liquidity. Although we expect the proceeds of this offering and net earnings to substantially fund our planned growth and development, the management will be required to properly and carefully administer and allocate these funds. Should our capital needs be higher than estimated, or should additional capital be required after the close of this offering, we will be required to seek additional investments,

loans or debt financing to fully pursue our business plans. Such additional investment may not be available to us in sufficient amounts or on terms which are favorable or acceptable. Should we be unable to meet our full capital needs, our ability to fully implement our business plan will be impaired.

Pandemics and epidemics, natural disasters, terrorist activities, political unrest, and other outbreaks could disrupt our delivery and operations, which could materially and adversely affect our business, financial condition, and results of operations.

Global pandemics, epidemics in China or elsewhere in the world, or fear of spread of contagious diseases, such as Ebola virus disease (EVD), COVID-19, Middle East respiratory syndrome (MERS), severe acute respiratory syndrome (SARS), H1N1 flu, H7N9 flu, and avian flu, as well as hurricanes, earthquakes, tsunamis, or other natural disasters could disrupt our business operations, reduce or restrict our supply of products, incur significant costs to protect our employees and facilities, or result in regional or global economic distress, which may materially and adversely affect our business, financial condition, and results of operations. Actual or threatened war, terrorist activities, political unrest, civil strife, and other geopolitical uncertainty could have a similar adverse effect on our business, financial condition, and results of operations. Any one or more of these events may impede our production and delivery efforts and adversely affect our sales results, whether short-term or for a prolonged period of time, which could materially and adversely affect our business, financial condition, and results of operations.

We are also vulnerable to natural disasters and other calamities. We cannot assure you that we are adequately protected from the effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks, or similar events. Any of the foregoing events may give rise to interruptions, damage to our place of business, delays in product deliveries, breakdowns, system failures, or internet failures, which could adversely affect our business, financial condition, and results of operations.

If we fail to implement and maintain an effective system of internal controls to remediate the identified material weaknesses in our financial reporting, the accuracy and reliability of our financial statements could be compromised. This failure could result in our inability to fulfill our reporting obligations, accurately reflect our operational performance, and effectively mitigate the risk of fraud. Consequently, this may adversely affect investor confidence and negatively impact the market price of our Ordinary Shares.

Prior to the Business Combination, we have been a private company with limited accounting and financial reporting personnel and other resources with which we address our internal control over financial reporting. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or 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 financial statements will not be prevented or detected on a timely basis.

In connection with the audits of our consolidated financial statements included in this prospectus, we and our independent registered public accounting firm identified the following material weaknesses in our internal control over financial reporting: lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and U.S. SEC reporting requirements to properly address certain accounting issues, and prepare and review consolidated financial statements and related disclosures in accordance with U.S. GAAP and U.S. SEC reporting requirements; lack of formal accounting policies and procedures manual to ensure proper financial reporting in accordance with U.S. GAAP and SEC reporting requirements; for certain related party transactions, the Company does not have a process for review, approval, or related documentation in place, and the company’s use of the First-In, First-Out (FIFO) method for calculating the aging of accounts has led to inaccurate Expected Credit Loss (ECL) calculations under the aging schedule approach, indicating a deficiency in internal controls. The material weaknesses described herein, particularly the lack of sufficient U.S. GAAP-trained personnel and inadequate controls over related party transactions, if not timely remedied, may lead to material misstatements in our consolidated financial statements in the future. We are in the process of taking the following remediate actions:

•        Adopt a related party transaction policy to ensure comprehensive identification, recording, and disclosure upon commencement of this offering;

•        begin to identify qualified accounting professionals with specialized expertise in U.S. GAAP and SEC financial reporting, with the intention of filling these critical roles following the completion of this offering;

•        Anticipate to assess and design our internal control procedures manual and accounting policy alignment by March 31, 2026;

•        Anticipate to develop and implement quarterly training programs upon recruitment of the qualified personnel and improve financial reporting controls and system frameworks by March 31, 2026; and

•        Anticipate to complete technical specifications for an aging-bucket methodology to replace FIFO-based accounts receivable/payable calculations and remediate ECL inaccuracies by March 31, 2026.

Our independent registered public accounting firm has not conducted an audit of its internal control over financial reporting. Neither we nor our independent registered public accounting firm undertook a comprehensive assessment of its internal control under the Sarbanes-Oxley Act for purposes of identifying and reporting any weakness in our internal control over financial reporting.

We also may incur significant costs to execute various aspects of the remediation plan but cannot provide a reasonable estimate of such costs at this time. However, we cannot assure you that these measures may fully address the material weaknesses and deficiencies in our internal control over financial reporting or that we may conclude that they have been fully remediated.

Upon the completion of this offering, we will be a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act, or Section 404, will require that we include a report from management on the effectiveness of our internal control over financial reporting in our second annual report on Form 20-F. In addition, once 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. 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, as a public company, our reporting obligations may place a significant strain 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.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting. 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, it could result in material misstatements in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, the trading price of our Class A Ordinary Shares may be materially and adversely affected. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

Any domestic or global systemic economic and financial crisis could negatively affect our business, results of operations and financial condition.

Any prolonged slowdown in the Chinese or global economy may have a negative impact on our business, results of operations and financial condition. Moreover, concerns over geopolitical tensions in Ukraine, the Middle East, and Africa have led to volatility in financial and other markets. Additionally, concerns about potential changes to United States trade policies, treaties, and tariffs, including those regarding China, have contributed to market uncertainty. The economic effects of tensions in the relationship between China and surrounding Asian countries, coupled with worries about rising inflation and potential recessionary measures, further compound the uncertainties.

As of the date of this prospectus, while the majority of our operation is in Hong Kong with the rest of our operations in mainland China, the inflation in mainland China and Hong Kong has not materially affected our results of operations. However, in the event of inflation intensifying in mainland China or Hong Kong, we may be compelled to raise the price level of our products and services, while our costs and operating expenses may also increase. Our profit margin would then depend on our ability to pass on the additional costs to our customers. Rising inflation levels may also impact the willingness and ability of customers to pay for our offerings, reducing demand and negatively affecting our financial results and condition. While inflation in mainland China and Hong Kong has not materially affected our operations as of the date of this prospectus, we remain vigilant about potential future inflationary pressures and their impact on our business and financial performance.

Substantial uncertainties exist with respect to the interpretation and implementation of newly enacted PRC Foreign Investment Law and its Implementation Rules and how they may impact the viability of our corporate structure, corporate governance, and operations.

On March 15, 2019, the PRC National People’s Congress approved the PRC Foreign Investment Law, which came into effect on January 1, 2020 and replaced the trio of existing laws regulating foreign investment in China, namely, the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Contractual Joint Venture Enterprise Law, and the Wholly Foreign-owned Enterprise Law, together with their implementation rules and ancillary regulations. On December 26, 2019, the State Council of the People’s Republic of China, or the State Council, approved the Implementation Rules of Foreign Investment Law, which came into effect on January 1, 2020. The PRC Foreign Investment Law and its Implementation Rules embody an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic investments. However, since the PRC Foreign Investment Law is relatively new, substantial uncertainties exist with respect to its interpretation and implementation.

The PRC Foreign Investment Law specifies that foreign investments shall be conducted in line with the “negative list” issued by the State Council. Foreign investors would not be allowed to make investments in prohibited industries in the “negative list,” while the foreign investors must satisfy certain conditions stipulated in the “negative list” for investment in restricted industries. It is uncertain whether manufacture and sale of medical devices industry, in which our PRC Subsidiary operates, will be subject to the foreign investment restrictions or prohibitions set forth in the “negative list” to be issued in the future. If any business operation of our PRC Subsidiary were to fall in the “negative list,” our PRC Subsidiary would face uncertainties as to whether such clearance can be timely obtained, or at all. There are uncertainties as to how the PRC Foreign Investment Law would be further interpreted and implemented. We cannot assure you that the interpretation and implementation of the PRC Foreign Investment Law made by the relevant governmental authorities in the future will not materially impact the viability of our corporate structure, corporate governance and business operations in any aspect.

Disruptions in our PRC Subsidiary’s supply chain could adversely affect our PRC Subsidiary’s manufacturing capabilities and delivery timelines, as well as our results of operations.

Our PRC Subsidiary’s ability to manufacture and deliver their medical devices depends on a consistent and reliable supply chain. This supply chain is subject to various risks, including geopolitical events and trade restrictions.

Changes in international trade policies, export or import restrictions, and geopolitical instability between China and the United States or other regions could disrupt the flow of goods and increase costs. Furthermore, the uncertainty surrounding these tariffs and potential future trade actions can disrupt our supply chain planning, potentially leading to delays in shipments and impacting our PRC Subsidiary’s operations.

Changes in geopolitical and foreign trade policies, including additional tariffs or global trade conflicts, may adversely impact our business and operating results.

Changes in foreign trade policies, such as the imposition of new tariffs, duties, or other trade barriers, can potentially increase the cost of our products, disrupt our supply chain, and reduce our competitiveness in the market. Additionally, ongoing or escalating trade conflicts between major economies can create uncertainty and volatility, which may result in retaliatory tariffs, trade restrictions, and other measures that can adversely affect our ability to conduct business. Such conflicts can also lead to disruptions in the availability of our products, delays in shipments, and increased costs, all of which can negatively impact our operations and financial performance. Failure to effectively manage these risks could have a material adverse effect on our operations, financial condition, and results of operations.

Risks Relating to Our Corporate Structure and Governance

Investors in our Class A Ordinary Shares are not directly purchasing equity securities of our subsidiaries that have substantive business operations in China but instead are purchasing equity securities of a Cayman Islands holding company.

Investors in our Class A Ordinary Shares are not directly purchasing equity securities of our subsidiaries that have substantive business operations in China but instead are purchasing equity securities of a Cayman Islands holding company. Brand Meditech is a holding company with no material operations of its own. We conduct our operations

primarily through our subsidiaries in Hong Kong and China. Such structure involves unique risks to investors in our Class A Ordinary Shares. Investors may never directly hold equity interests in our subsidiaries with substantive operations. We also cannot assure you that the Chinese regulatory authorities will not disallow such a structure. If the Chinese regulatory authorities disallow the structure, it would likely result in a material change in our operations and cause the value of our shares to significantly decline or become worthless.

We may experience extreme share price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

Recently, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number of recent initial public offerings, especially among companies with relatively smaller public floats. As a relatively small-capitalization company with relatively small public float, we may experience greater share price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our Class A Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

In addition, if the trading volumes of our Class A Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Class A Ordinary Shares. This low volume of trades could also cause the price of our Class A Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Class A Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Class A Ordinary Shares. A decline in the market price of our Class A Ordinary Shares also could adversely affect our ability to issue additional Class A Ordinary Shares or other securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Class A Ordinary Shares will develop or be sustained. If an active market does not develop, holders of our Class A Ordinary Shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

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

We are a Cayman Islands exempted company and all of our assets are located outside the United States. All of our current operations are conducted in China and Hong Kong. In addition, most of our current directors and officers are nationals and residents of countries other than the United States. A substantial portion of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands, of Hong Kong, and of mainland China 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 and China, see “Enforceability of Civil Liabilities.”

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. Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Companies Act (Revised) of the Cayman Islands, and the common law of the Cayman Islands. The rights of shareholders or investors in our Class A Ordinary Shares to act against our directors, actions by our 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 common law of England. Decisions of the Privy Council (which is the final Court of Appeal for British Overseas Territories such as the Cayman Islands) are binding on a court in the Cayman Islands. Decisions of the English courts, and particularly the Supreme Court and the Court of Appeal, are generally of persuasive authority, but are not binding, on a court in the Cayman Islands. Decisions of courts in other Commonwealth jurisdictions

are similarly of persuasive but not binding authority. 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 have a less developed body of securities laws than the United States. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than our amended and restated memorandum and articles of association, our register of mortgages and charges, and special resolutions of our shareholders) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our amended and restated articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obligated to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

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 United States. We may follow the home country practice for certain corporate governance practices after the closing of this offering which may differ from the requirements of the Nasdaq Capital Market. If we choose to follow the home country practice, our shareholders may be afforded fewer protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act (Revised) of the Cayman Islands and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Share Capital — Comparison of Cayman Islands Corporate Law and U.S. Corporate Law. ”

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 U.S. domestic public companies.

Because we qualify as 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 with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;

•        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 selective disclosure rules by issuers of material nonpublic 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 furnish our six-month results on Form 6-K in accordance with Nasdaq listing rules. 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 were you investing in a U.S. domestic issuer.

We are a “controlled company” within the meaning of the Nasdaq listing standards and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to shareholders of companies that are subject to such requirements.

Immediately following this offering and the application of net proceeds from this offering, Leo De Guzman Vega, through InnoFuture will control over 50% of the combined voting power of our equity interests as a result of his beneficial ownership of 2,000,000 Class A Ordinary Shares and 1,000,000 Class B Ordinary Shares. Each Class A Ordinary Share carries the right to one (1) vote, and each Class B Ordinary Share carries the right to ten (10) votes and is convertible (at

the option of the holder) into one (1) fully paid and non-assessable Class A Ordinary Share. As long as the issued Class B Ordinary Shares represent greater than 9.10% of the total issued ordinary shares, the holder(s) of the Class B Ordinary Shares will own (or collectively own) no less than 50% of the total voting power. As such and as a result of the dual-class share structure and the concentration of ownership, Leo De Guzman Vega is able to: (i) control the outcome of matters requiring shareholder approval by way of an ordinary resolution, such as election of directors, which requires a simple majority of votes cast by members who (being entitled to do so) vote in person or by proxy in a shareholder meeting; and (ii) veto matters requiring shareholder approval by way of a special resolution, such as amendment of our memorandum and articles of association, and approval of major corporate transactions, such as a merger, or consolidation, which requires a majority of not less than two-thirds of votes cast by members who (being entitled to do so) vote in person or by proxy in a shareholder meeting, or the approval in writing by all the members entitled to vote at a general meeting. For the avoidance of doubt, it is noted that Leo De Guzman Vega is not able to pass an ordinary resolution if it is proposed to be passed in writing, as this will require the passing of a unanimous written resolution passed by all of the members of the Company, nor is he able to determine the outcome of a proposed sale of assets, as such a transaction does not require shareholder approval and will be a matter for board approval only.

Because of the concentrated voting power of Leo De Guzman Vega, we are considered a “controlled company” for the purposes of the Nasdaq Capital Market. As such, we are exempt from certain corporate governance requirements of Nasdaq, including (i) the requirement that a majority of the board of directors consist of independent directors, (ii) the requirement that we have a Nominating and Corporate Governance Committee that is composed entirely of independent directors and (iii) the requirement that we have a Compensation Committee that is composed entirely of independent directors. We have elected not to have a majority of independent directors, so long as we are considered a “controlled company” under Nasdaq requirements. Following this offering, we may rely on more of these exemptions. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Risks Relating to Our Class A Ordinary Shares and this Offering

Our dual class share structure may adversely affect the value and liquidity of the Class A Ordinary Shares (in particular due to different voting rights across classes of shares).

We cannot predict whether our dual class share structure with different voting rights will result in a lower or more volatile market price of the Class A Ordinary Shares, in adverse publicity, or other adverse consequences. Certain index providers have announced restrictions on including companies with multiple class share structures in certain of their indices. Because of our dual class structure, we will likely be excluded from these indices and other stock indices that take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and could make the Class A Ordinary Shares less attractive to investors. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structure and our dual class structure may cause shareholder advisory firms to publish negative commentary about our corporate governance, in which case the market price and liquidity of the Class A Ordinary Shares could be adversely affected.

Our dual class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial.

We adopt a dual class share structure such that our Ordinary Shares consist of Class A Ordinary Shares and Class B Ordinary Shares. In respect of matters requiring the votes of shareholders, each of our Class A Ordinary Shares carries the right to one (1) vote and each of our Class B Ordinary Share carries the right to ten (10) votes. Each of our Class B Ordinary Shares is convertible into one fully paid, non-assessable Class A Ordinary Share at any time by the holder thereof. Only our Class A Ordinary Shares are tradable on the market immediately after our listing on Nasdaq.

Immediately following the completion of this offering, Leo De Guzman Vega, a director of the Company, will beneficially own 2,000,000 Class A Ordinary Shares and 1,000,000 Class B Ordinary Shares and 60.30% of our total voting power in respect of the Company through InnoFuture, assuming that the underwriters do not exercise over-allotment options. As a result of the dual-class share structure and the concentration of ownership, Leo De Guzman Vega will indirectly control no less than 50% of the total voting power. Accordingly, he will be able to: (i) control the outcome of matters submitted to shareholders for approval by way of ordinary resolution, as an ordinary resolution requires the approval of a simple majority of votes cast by members who (being entitled to do so) vote in person or by proxy at a duly constituted general meeting, such as election of directors; and (ii) prevent the passing of matters submitted to shareholders for approval

by way of special resolution, as a special resolution requires the passing by a majority of not less than two-thirds of votes cast by members who (being entitled to do so) vote in person or by proxy at that meeting or requires a unanimous written resolution, such as amendment of our memorandum and articles of association, and approval of major corporate transactions, such as a merger, or consolidation. For the avoidance of doubt, it is noted that Leo De Guzman Vega will not, however, be able to pass an ordinary resolution if it is proposed to be passed in writing, as this will require the passing of a unanimous written resolution passed by all of the members, nor will he be able to control the outcome of a decision in respect of the sale of assets as this does not require shareholder approval and, accordingly, will be a matter for board approval only. He may (in his capacity as a shareholder) take actions that are not in the best interests of us or our other shareholders. In addition, shareholders holding (in aggregate) less than ten (10) percent of all votes attaching to our issued and outstanding shares entitled to vote at our general meetings may not requisition an extraordinary general meeting. This concentration of ownership may discourage, delay or prevent a change in control of the Company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of the Company and may reduce the price of the Class A Ordinary Shares. This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A Ordinary Shares may view as beneficial.

An active trading market for our Class A Ordinary Shares may not develop and the trading price for our Class A Ordinary Shares may fluctuate significantly.

We plan to apply to have our Class A Ordinary Shares listed on the Nasdaq Capital Market. Prior to the completion of this offering, there has been no public market for our Class A Ordinary Shares, and we cannot assure you that even if the intended listing is approved, a liquid public market for our Class A Ordinary Shares will develop. If an active public market for our Class A Ordinary Shares does not develop following the completion of this offering, the market price and liquidity of our Class A Ordinary Shares may be materially and adversely affected. The initial public offering price for our Class A Ordinary Shares will be determined by negotiation between us and the underwriters based upon several factors, and we can provide no assurance that the trading price of our Class A Ordinary Shares after this offering will not decline below the initial public offering price. As a result, investors in our securities may experience a significant decrease in the value of their Class A Ordinary Shares.

The trading price of our Class A Ordinary Shares is likely to be volatile, which could result in substantial losses to investors.

The trading price of our Class A Ordinary Shares is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in the United States. A number of Chinese companies have listed or are in the process of listing their securities on U.S. stock markets. The securities of some of these companies have experienced significant volatility, including price declines in connection with their initial public offerings. The trading performances of these Chinese companies’ securities after their offerings may affect the attitudes of investors toward the U.S. listed companies with their operations in Hong Kong and mainland China in general and consequently may impact the trading performance of our Class A Ordinary Shares, regardless of our actual operating performance.

In addition to market and industry factors, the price and trading volume for our Class A Ordinary Shares may be highly volatile for factors specific to our own operations, including the following:

•        variations in our income, earnings and cash flow;

•        announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;

•        announcements of new services and expansions by us or our competitors;

•        changes in financial estimates by securities analysts;

•        detrimental adverse publicity about us, our services or our industry;

•        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 Class A Ordinary Shares will trade.

In the past, shareholders of public companies have often brought securities class action suits against those 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 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.

We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

In addition to the risks addressed directly above, there have been recent instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number of recent initial public offerings, especially among companies with relatively smaller public floats. As a relatively small-capitalization company with relatively small public float, we may experience greater share price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our Class A Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades, large spreads in bid and ask prices, large percentage changes in price occurring in any trading day session, the inability of shareholders to liquidate their investment or sell due to low volume trading, broad market fluctuations impacting the market price of our Class A Ordinary Shares, as well as the risk that an active market in our Class A Ordinary Shares may not develop or be sustained. Such volatility, including any share run-up, may be unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares. In addition, investors of our Class A Ordinary Shares may experience losses, which may be material, if the price of our Class A Ordinary Shares declines after this offering or if such investors purchase our Class A Ordinary Shares prior to any price decline.

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

The trading market for our Class A Ordinary Shares will be influenced by research or reports that industry or securities analysts publish about us. If one or more analysts who cover us downgrade our Class A Ordinary Shares, the market price for our Class A 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 of our Class A Ordinary Shares to decline.

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

Sales of substantial amounts of our Class A 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 Class A Ordinary Shares and could materially impair our ability to raise capital through equity offerings in the future. The Class A Ordinary Shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended, or the Securities Act, and shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock-up agreements. There will be 9,900,000 Class A Ordinary Shares outstanding immediately after this offering, or 10,035,000 Class A Ordinary Shares if the underwriters exercise the over-allotment options in full. In connection with this offering, we and our officers, directors and 5% or more shareholders as of the effective date of the Registration Statement have agreed not to sell any Ordinary Shares for six months after the completion of this Offering 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, subject to FINRA’s applicable regulations. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our Class A Ordinary Shares.

Because the initial public offering price is substantially higher than the pro forma net tangible book value per share, you will experience immediate and substantial dilution.

If you purchase Class A Ordinary Shares in this offering, you will pay more for each Class A Ordinary Share than the corresponding amount paid by existing shareholders for their Class A Ordinary Shares. As a result, you will experience immediate and substantial dilution of approximately US$7.382 per Class A Ordinary Share. This number represents the difference between (1) our pro forma net tangible book value per share of US$0.618 as of March 31, 2025 after giving effect to this offering and (2) the assumed initial public offering price of US$8.0 per Class A Ordinary Share, the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus.

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

We currently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund the development and growth of the 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 Class A Ordinary Shares as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends. 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 subsidiary, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our Class A Ordinary Shares will likely depend entirely upon any future price appreciation of our Class A Ordinary Shares. There is no guarantee that our Class A Ordinary Shares will appreciate in value after this offering or even maintain the price at which you purchased the Class A Ordinary Shares. You may not realize a return on your investment in our Class A Ordinary Shares and you may even lose your entire investment in our Class A Ordinary Shares.

Our Company has broad discretion in the use of the net proceeds from our initial public offering and may not use them effectively.

To the extent (i) our Company raises more money than required for the purposes explained in the section titled “Use of Proceeds” or (ii) our Company determines that the proposed uses set forth in that section are no longer in the best interests of our Company, our Company cannot specify with any certainty the particular uses of such net proceeds that our Company will receive from our initial public offering. Our management will have broad discretion in the application of such net proceeds, and our Company may spend or invest these proceeds in a way with which the shareholders disagree. The failure by our management to apply these funds effectively could harm the business and financial condition. Pending their use, our Company may invest the net proceeds from the initial public offering in a manner that does not produce income or that loses value.

There can be no assurance that we will not be a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year, which could subject United States investors in our Class A Ordinary Shares to significant adverse United States income tax consequences.

We will be classified as a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year if 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 (the “asset test”). Although the law in this regard is unclear, we intend to treat our consolidated affiliated entities (including their subsidiaries, if any) 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 results of operations in our consolidated financial statements. Assuming that we are the owner of our consolidated affiliated entities (including their subsidiaries, if any) for United States federal income tax purposes, and based upon our current and expected income and assets, including goodwill and other unbooked intangibles not reflected on our balance sheet (taking into account the expected proceeds from this offering) and projections as to the market price of our Class A Ordinary Shares immediately following the offering, we do not expect to be a PFIC for the current taxable year or the foreseeable future.

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

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 stock 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 nonpublic 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 furnish our six-month results on Form 6-K in accordance with Nasdaq listing rules. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely than 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 were you investing in a U.S. domestic issuer.

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

As a foreign private issuer, our Company is 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. Our Company would lose our foreign private issuer status if, for example, more than 50% of our Class A Ordinary Shares are directly or indirectly held by residents of the U.S. and our Company fails to meet additional requirements necessary to maintain our foreign private issuer status. If our Company loses our foreign private issuer status on this date, our Company 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. Our Company 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, our Company will lose our ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq listing rules. As a U.S. listed public company that is not a foreign private issuer, our Company will incur significant additional legal, accounting and other expenses that our Company will not incur as a foreign private issuer, and accounting, reporting and other expenses in order to maintain a listing on a U.S. securities exchange.

For as long as our Company is an emerging growth company, our Company will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

Our Company is classified as an “emerging growth company” under the JOBS Act because our Company generated less than US$1.235 billion in revenues for our last fiscal year. For as long as our Company is an emerging growth company, which may be up to five full fiscal years, unlike other public companies, our Company will not be required to, among other things, (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, (ii) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (iii) provide certain disclosure regarding executive compensation required of larger public

companies, or (iv) hold nonbinding advisory votes on executive compensation. Our Company will remain an emerging growth company for up to five years, although our Company will lose that status sooner if our Company has more than $1.235 billion of revenues in a fiscal year, has more than $700 million in market value of our Class A Ordinary Shares held by non-affiliates, or issues more than $1.0 billion of non-convertible debt over a three-year period.

To the extent that our Company relies on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. If some investors find our Class A Ordinary Shares to be less attractive as a result, there may be a less active trading market for our Class A Ordinary Shares and our share price may be more volatile. Our election to take advantage of any of the benefits of the extended transition period for complying with new or revised accounting standards allows for the delay of the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies, and that as a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates with similar disclosure.

We will incur increased costs as a result of being a public company.

Upon completion of this offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and the Nasdaq, impose various requirements on the corporate governance practices of public companies. We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costlier. For example, we expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

The obligation to disclose information publicly may put our Company at a disadvantage to competitors that are private companies.

Upon completion of this offering, our Company will be a public company in the United States. As a public company, our Company will be required to file periodic reports with the Securities and Exchange Commission upon the occurrence of matters that are material to our Company and shareholders. Although our Company may be able to attain confidential treatment of some of our developments, in some cases, our Company will need to disclose material agreements or results of financial operations that our Company would not be required to disclose if our Company were a private company. Our competitors may have access to this information, which would otherwise be confidential. This may give them advantages in competing with our Company. Similarly, as a U.S. public company, our Company will be governed by U.S. laws that our competitors, which are mostly private Chinese companies, are not required to follow. To the extent compliance with U.S. laws increases our expenses or decreases our competitiveness against such companies, our public company status could affect our results of operations.

If we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq Capital Market, although as a foreign private issuer, we will be exempt from certain corporate governance standards applicable to U.S. issuers, our securities may not be listed or may be delisted, which could negatively impact the price of our securities and your ability to sell them.

We will consummate this offering only if our Class A Ordinary Shares are approved for listing on the Nasdaq Capital Market. However, we cannot assure you that we will be able to meet those initial listing requirements at that time. Even if our Class A Ordinary Shares are listed on Nasdaq, we cannot assure you that we will be able to meet the requirements for the continued listing of our Class A Ordinary Shares on Nasdaq after this offering.

USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately $5.7 million, or approximately $6.7 million if the underwriters exercise the over-allotment option in full, based on the assumed initial public offering price of $8.0 per Class A Ordinary Shares, the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, after deducting underwriting discounts, non-accountable expense allowance and estimated offering expenses payable by us. A US$1.0 increase (decrease) in the assumed initial public offering price of $8.0 per Class A Ordinary Share would increase (decrease) the net proceeds to us from this offering by $900,000, or by $1,035,000 if the underwriters exercise the over-allotment option in full, assuming the number of Class A Ordinary Shares offered by us, as set forth on the front cover of this prospectus, remains the same and after deducting the estimated underwriting discounts, non-accountable expense allowance, and estimated expenses payable by us.

We plan to use the net proceeds of this offering as the following:

•        approximately 35% (or approximately $2.0 million, and approximately $2.3 million if the underwriters exercise the over-allotment option in full) for research & development;

•        approximately 30% (or approximately $1.7 million, and approximately $2.0 million if the underwriters exercise the over-allotment option in full) for business expansion;

•        approximately 20% (or approximately $1.1 million, and approximately $1.3 million if the underwriters exercise the over-allotment option in full) for proprietary medical device production; and

•        approximately 15% (or approximately $0.9 million, and approximately $1.0 million if the underwriters exercise the over-allotment option in full) for working capital and general operations.

The amounts and timing of any expenditures will vary depending on the amount of cash generated by our operations, and the rate of growth, if any, of our business, and our plans and business conditions. The foregoing represents our intentions as of the date of this prospectus based upon our current plans and business conditions to use and allocate the net proceeds of this offering. However, our management will have significant flexibility and discretion in applying the net proceeds of this offering. Unforeseen events or changed business conditions may result in application of the proceeds of this offering in a manner other than as described in this prospectus.

DIVIDEND POLICY

As of the date of this prospectus, none of our subsidiaries have made any dividends or distributions to our Company and our Company has not made any dividends or distributions to our shareholders. We intend to keep any future earnings to finance the expansion of our business, and we do not anticipate that we will declare or pay any dividends in cash or in other property for the foreseeable future. Subject to the PFIC rules, the gross amount of distributions we make to investors with respect to our Ordinary Shares (including the amount of any taxes withheld therefrom) will be taxable as a dividend, to the extent that the distribution is paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles.

Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or from the share premium amount, provided that in no circumstances may a dividend be paid if such payment would result in the company being unable to pay its debts as they fall due in the ordinary course of business.

If we determine to pay dividends on any of our Class A Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from BM HK, our main operating subsidiary in Hong Kong. According to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available for distribution or other distributable reserves.

The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in complying with the administrative requirements necessary to obtain and remit foreign currency for the payment of dividends from the profits, if any. Furthermore, if Niche Medical incurs debt on its own in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments. If we or our subsidiaries are unable to receive all of the revenue from our operations, we may be unable to pay dividends on our Ordinary Shares.

Cash dividends, if any, on our Class A Ordinary Shares will be paid in U.S. dollars. Niche Medical is considered a resident enterprise for PRC tax purposes, any dividends that Niche Medical pays to BM HK may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10%.

Pursuant to the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of the capital of the PRC resident entity paying the dividends. The 5% withholding tax rate, however, does not automatically apply and certain requirements must be satisfied, including without limitation that (a) the Hong Kong company must be the beneficial owner of the relevant dividends; and (b) the Hong Kong company must directly own no less than 25% of the capital in the PRC company during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong company must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement. As of the date of this prospectus, BM HK obtained the tax resident certificate from the relevant Hong Kong tax authority on April 14, 2025, and Link Alive did not apply for such tax resident certificate as it does not hold any equity interest in the PRC.

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2025:

•        on an actual basis; and

•        on an “as adjusted” basis to reflect the issuance and sale of the Class A Ordinary Shares by our Company in this offering at the assumed initial public offering price of $8.0 per Class A Ordinary Share, the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, after deducting the estimated underwriting discounts and commissions to the underwriters and other estimated offering expenses payable by us.

You should read this capitalization table in conjunction with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes appearing elsewhere in this prospectus.

____________

(1)      Reflects the sale of Class A Ordinary Shares in this offering at an assumed initial public offering price of $8.0 per share, the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, after deducting the estimated underwriting discounts and commissions, and estimated offering expenses payable by us. Additional paid-in capital reflects the net proceeds we expect to receive, after deducting the underwriting discounts and estimated offering expenses payable by us. We estimate that such net proceeds will be approximately $5.7 million.

A $1.00 increase (decrease) in the assumed initial public offering price of $8.0 per Class A Ordinary Share would increase (decrease) each of additional paid-in capital, total shareholders’ equity and total capitalization by $0.8 million, assuming the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts, and estimated expenses payable by us.

DILUTION

If you invest in our Class A Ordinary Shares, your interest will be diluted for each ordinary share you purchase to the extent of the difference between the initial public offering price per Class A Ordinary Share and our net tangible book value per Ordinary Share (Class A and Class B) after this offering. Dilution results from the fact that the initial public offering price per Class A Ordinary Share is substantially in excess of the net tangible book value per Ordinary Share attributable to the existing shareholders for our presently outstanding Class A Ordinary Shares.

Our net tangible book value as of March 31, 2025, was $1,042,357, or $0.104 per Ordinary Share. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting the net tangible book value per Ordinary Share (as adjusted for the offering) from the initial public offering price per Ordinary Share and after deducting the estimated discounts to the underwriters, non-accountable expense allowance and the estimated offering expenses payable by us.

After giving effect to our sale of 900,000 Class A Ordinary Shares offered in this offering based on the initial public offering price of $8.0 per Class A Ordinary Share, the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, after deduction of the underwriting discounts and commissions to the underwriters and the estimated offering expenses payable by us, our as adjusted net tangible book value as of March 31, 2025, would have been $6,731,043, or $0.618 per outstanding Ordinary Share. This represents an immediate increase in net tangible book value of $0.514 per Ordinary Share to the existing shareholders, and an immediate dilution in net tangible book value of $7.382 per Ordinary Share to investors purchasing Class A Ordinary Shares in this offering. The as adjusted information discussed above is illustrative only.

The following table illustrates such dilution:

____________

(1)      Assuming the initial public offering price is $8.0 per Class A Ordinary Share, the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus.

If the underwriters exercise the over-allotment option in full, the pro forma as adjusted net tangible book value per Ordinary Share after the offering would be $0.701, the increase in net tangible book value per Ordinary Share to existing shareholders would be $0.597, and the immediate dilution in net tangible book value per Ordinary Share to new investors in this offering would be $7.299.

The following table summarizes, on a pro forma as adjusted basis as of March 31, 2025, the differences between existing shareholders and the new investors with respect to the number of Class A Ordinary Shares purchased from us, the total consideration paid and the average price per Ordinary Share paid before deducting underwriting discounts, non-accountable expense allowance and estimated offering expenses payable by us.

The pro forma as adjusted information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of the Class A Ordinary Shares and other terms of this offering determined at pricing.

CORPORATE HISTORY AND STRUCTURE

Our Corporate History

BM HK began its operations in 2003.

In connection with our initial public offering, we undertook a reorganization of our corporate structure in the following steps:

•        On October 17, 2003, BM HK, our operating subsidiary in Hong Kong, was incorporated in Hong Kong.

•        On November 26, 2013, Niche Medical was incorporated in Xuzhou, PRC, as a wholly owned subsidiary of BM HK.

•        On April 27, 2011, Jingyi Investment (Hong Kong) Company Limited (“Jingyi Investment”) was incorporated in Hong Kong.

•        On April 8, 2022, Jiayou Zhang, the sole shareholder of Jingyi Investment, transferred 10,000 outstanding shares of Jingyi Investment to Mr. Leying Ouyang; as a result, Mr. Leying Ouyang became the sole shareholder of Jingyi Investment.

•        On May 4, 2022, Jingyi Investment amended its name to “Link Alive Technology Company Limited”.

•        On June 8, 2022, Mr. Leying Ouyang transferred 10,000 shares of Link Alive to BM HK for HKD10,000; as a result, Link Alive became a wholly owned subsidiary of BM HK.

•        On June 30, 2022, Brand Meditech Company Limited (“BMCL”) was incorporated in the BVI as a BVI business company.

•        On July 21, 2022, we incorporated Brand Meditech, our holding company, as an exempted company with limited liability under the laws of the Cayman Islands. Brand Meditech had a total of 38,000,000 ordinary shares, par value of HK$0.01 each, issued and outstanding, held by BMCL.

•        On August 11, 2022, BM BVI was incorporated in the BVI as a business company with limited liability and as a wholly owned subsidiary of Brand Meditech.

•        On August 24, 2022, Ms. Kit Ying Kwan, the then sole shareholder of BM HK, transferred 10,000 shares of BM HK to BM BVI for a consideration of HKD 10,000. As a result, BM BVI became the sole shareholder of BM HK.

•        On November 1, 2024, BMCL transferred 11,400,000 shares to Pioneer Net Info Services Limited, a limited liability company incorporated in BVI, and 11,400,000 shares to InnoFuture Tech Limited, a limited liability company incorporated in BVI. BMCL held 15,200,000 shares as of November 1, 2024.

•        On February 11, 2025, the Company’s ordinary shares were redesignated from HK dollars to US dollars and reclassified into Class A Ordinary Shares and Class B Ordinary Shares. As a result of this reorganization, the Company’s authorized share capital is $10,000, divided into 1,000,000,000 Ordinary Shares, consisting of 900,000,000 Class A Ordinary Shares and 100,000,000 Class B Ordinary Shares.

•        On October 22, 2025, the Company incorporated BM Investment BVI under the laws of BVI as a wholly owned subsidiary. As of the date of this prospectus, BM Investment BVI does not have any material operations or assets.

•        On November 5, 2025, BM Investment BVI incorporated BM Trading HK under the laws of Hong Kong as a 99% owned subsidiary. Our director, Leo De Guzman Vega, owns 1% of the equity interests of BM Trading HK. As of the date of this prospectus, BM Trading HK does not have any material operations or assets.

•        As of the date of this prospectus, the Company has 9,000,000 Class A Ordinary Shares and 1,000,000 Class B Ordinary Shares, issued and outstanding, respectively.

Our current corporate structure does not contain any VIE structures in the PRC and neither we nor any of our subsidiaries have any current intention establishing any VIEs in the PRC in the future. As of the date of this prospectus, substantially all of our business is conducted by BM HK.

We have reserved the symbol “AED” for purposes of listing our Class A Ordinary Shares on the Nasdaq and have applied to list our Class A Ordinary Shares on the Nasdaq. The closing of this offering is conditioned upon Nasdaq’s final approval of our listing application, and there is no guarantee or assurance that our Class A Ordinary Shares will be approved for listing on Nasdaq.

Our principal executive office is located at Flat Q,11/F, Kings Wing Plaza 2, No. 1 On Kwan St. Shatin NT HK. Our telephone number at this address is (852) 3124 1235. Our registered office in the Cayman Islands is located at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.

Our Corporate Structure

We do not use a variable interest entity structure. The following diagram illustrates our corporate structure as of the date of this prospectus based on 9,000,000 Class A Ordinary Shares and 1,000,000 Class B Ordinary Shares issued and outstanding as of the date of this prospectus, and upon completion of this offering of 900,000 Class A Ordinary Shares, assuming no exercise of the underwriters’ over-allotment option or the Representative’s Warrants:

All percentages in the diagram above reflect the voting ownership interests, instead of the equity interests, beneficially owned by each of our shareholders, given that each Class B Ordinary Share is entitled to ten (10) votes and each Class A Ordinary Share is entitled to one (1) vote.

For details of each shareholder’s ownership, please refer to the beneficial ownership table in the section captioned “principal shareholders.”

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 holding company incorporated in the Cayman Islands with no material operations of our own. We conduct our medical device products related business through our indirect wholly owned subsidiary, BM HK, located in Hong Kong. Our mission is to provide high-quality medical devices to the healthcare industry, support medical advancements, and contribute to improving patient outcomes.

Founded in 2003, BM HK specializes in the business of procurement and sale of a diverse range of medical devices and medical software. Its product portfolio spans critical areas, such as cardiac emergency care, respiratory therapy, endoscopic examinations, and medical imaging analysis. BM HK is committed to expand its offerings to deliver comprehensive solutions that address pre-hospital emergency care, in-hospital and out-of-hospital rescue operations, intensive care unit (ICU) needs, and anesthesia support and recovery.

In 2021, as an addition to our principal business, we launched the development of proprietary medical device products through Niche Medical, a wholly owned subsidiary of BM HK in mainland China. As of the date of this prospectus, Niche Medical has successfully developed infusion pumps and anesthesia laryngoscopes. Additionally, portable X-ray machines and automated external defibrillators (AEDs) are currently under development.

For the years ended March 31, 2025, 2024 and 2023, our total revenue was approximately US$25,488,377, US$26,191,243, and US$8,863,489, respectively. During these periods, BM HK generated 99.37%, 99.87%, and 99.95% of total revenues, respectively, while Niche Medical contributed 0.63%, 0.13%, and 0.05% of total revenues, respectively.

Key Factors that Affect Results of Operations

We believe the following key factors may affect our financial condition and results of operations:

•        Our Gross Profit Margin May Not Be Sustainable;

We cannot assure you that our historical operating results, in particular our gross profit margin will be indicative of future performance for various reasons, including uncertainties of the success of our existing and new products, changes in market and the regulatory environment, as well as our ability to manage our sales network and the intensified competition in the medical device and medical software market in Hong Kong and mainland China. Our profitability for future years may be negatively affected by low-margin sales and competition strategies adopted by our competitors, increasing costs of raw materials and increasing selling and distribution costs arising from the expansion of our sales and distribution network. As a result, our gross profit margin may not be sustainable.

•        Our Ability to Compete Successfully;

The medical devices and medical software markets are developing rapidly, and related technology trends are constantly evolving. This results in the frequent introduction of new products and services, relatively short product design cycles and significant price competition. We have competitors in Hong Kong and mainland China that provide products similar to ours. If we do not compete effectively, our operating results could be harmed.

•        Our Ability to Expand Our Sales and Distribution Network;

We intend to expand our sales and distribution network to enter new geographic markets, including European, American and Southeast Asian markets, gain more market share in existing markets and access a broader range of customers. We will continue leveraging our local resources to quickly enter new markets, while also minimizing requirements for capital outlay. The expansion of our sales and distribution network may materially increase operating expenses, including costs associated with establishing local partnerships, regulatory compliance in new jurisdictions, and marketing activities. While successful penetration into new markets could drive revenue growth, delays in building distributor relationships or adapting to local medical devices procurement practices may temporarily pressure margins. Additionally, pricing competition in untapped regions could necessitate trade-offs between market share acquisition and margin compression, which may impact overall profitability during the ramp-up phase.

•        Our ability to Obtain Funding for Our Operations;

During the periods presented, we have funded our operations primarily through loans from banks and the related party. However, if our business continues to expand, we will require further funding through public or private offerings, debt financing, collaboration, and licensing arrangements or other sources. Any fluctuation in our ability to fund our operations will impact our development plan, operating plan and our results of operations. In the event of the successful development and commercialization of one or more of our self-manufactured medical devices, we expect to fund our operations in part with revenue generated from sales of our self-manufactured medical devices.

•        If Niche Medical fails to timely renew its medical device licenses, registration certificates, or business license, it could adversely affect its reputation, financial conditions, and results of operations;

Pursuant to the Regulations on the Supervision and Administration of Medical Devices, amended by the State Council on December 6, 2024 and became effective on January 20, 2025, and the Measures on Supervision and Administration of Business Operations of Medical Devices, promulgated on July 30, 2014 and in effect as of May 1, 2022 (amended and in effect as of November 17, 2017), filing and licensing are not required for the operation of Class I medical devices. Operators engaged in the operation of Class II medical devices are subject to filing administration and will receive a medical device operation filing certificate upon the satisfaction of filing requirements, while operators engaged in the operation of Class III medical devices are subject to pre-approval licensing administration and will receive a medical device operation license upon receipt of approval for licensing. A medical device operation license is valid for five years and may be renewed six months prior to its expiration date. An enterprise engaging in medical devices operation shall not operate or use any medical device that has not been legally registered, without qualification certificate, outdated, invalid or disqualified. We have obtained the Class II Medical Device Operation Filing Certificate, Class II Medical Device Operation License, and Class II Medical Device Production License. for our existing products in China, which are within the validity term. As of the date of this prospectus, no event which could cause these certificates or licenses to be revoked or canceled has occurred. However, we cannot assure you that certificates or licenses Niche Medical that relies its business on will not be revoked or canceled in the future, and we cannot guarantee that our application for renewal will be timely granted. If Niche Medical fails to maintain effective certificates and licenses for selling and production of its products, or if Niche Medical fails to maintain its business licenses, it could adversely affect our and Niche Medical’s reputation, financial conditions and results of operations.

Results of Operations

The following table sets forth a summary of our consolidated statements of income for the fiscal years ended March 31, 2025 and 2024. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. The results of operations in any period are not necessarily indicative of our future trends.

Years ended March 31, 2025 compared to year ended March 31, 2024

Net revenue

The following table disaggregates our revenue by product categories for the years ended March 31, 2025 and 2024, respectively.

Net revenue decreased by US$702,866, or 2.7%, to US$25,488,377 for the year ended March 31, 2025 from US$26,191,243 for the year ended March 31, 2024. The decrease in revenue was primarily attributable to a decrease of US$1,936,430 in revenue from sales of medical software, offset by an increase of US$1,246,635 in revenue from sales of medical devices in the fiscal year ended March 31, 2025.

Sale of medical device increased by US$1,246,635 or 6.3% to US$20,989,370 for the year ended March 31, 2025 from US$19,742,735 for the year ended March 31, 2024. Of which, medical devices revenue from third parties increased by US$1,096,220 or 5.6% to US$20,838,955 for the year ended March 31, 2025 from US$19,742,735 for the year ended March 31, 2024; and medical devices revenue from related parties increased by US$150,415 to US$150,415 for the year ended March 31, 2025 from nil in the year ended March 31, 2024. The medical devices revenue primarily generated from sales of the defibrillators, the defibrillator monitors, the nebulized ventilators, and the inserted laryngoscopes. The increase of revenue from sales of medical devices was mainly due to continuously increasing market demand for medical devices and acquisition of new customers in fiscal year 2025.

Sale of medical software decreased by US$1,936,430 or 30.3% to US$4,445,649 for the year ended March 31, 2025 from US$6,382,079 for the year ended March 31, 2024. Medical software revenue was primarily generated from sales of magnetic resonance imaging (“MRI”) analysis software. The decrease in revenue from sales of medical software was mainly due to customers’ reduced demand for high-value medical software procurement in the fiscal year 2025.

Service revenue decreased by US$13,071 or 19.7% to US$53,358 for the year ended March 31, 2025 from US$66,429 in the year ended March 31, 2024. Service revenue generated from service provided to customers of medical software, such as installation, maintenance adjustment, upgrade and training, and the decrease was primarily due to the decrease in sales revenue from medical software.

Costs of revenue

Cost of revenue primarily included cost of inventory purchased or manufactured by the Company and costs directly incurred related to the service provided to customers. Cost of revenue decreased by US$480,772 or approximately 2.2%, to US$21,496,223 for the year ended March 31, 2025, from US$21,976,995 for the year ended March 31, 2024. The decrease was mainly attributable to the decrease in sales revenue.

Gross profit

Gross profit decreased by US$222,094, or approximately 5.2%, to US$3,992,154 for the year ended March 31, 2025 from US$4,214,248 for the year ended March 31, 2024. Gross profit margin decreased to 15.7% for the fiscal year ended March 31, 2025, as compared to 16.1% for the fiscal year ended March 31, 2024. The decrease in gross profit margin was primarily attributable to the increase in proportion of the gross profit from sales of medical devices in the total gross profit, which has a relatively lower gross profit compared with that of the medical software.

Sales and marketing expenses

The sales and marketing expenses primarily consisted of travelling expenses, entertainment expenses, marketing and exhibition expenses and freight expenses. The selling and marketing expenses decreased by US$28,988, or approximately 35.5%, to US$52,624 for the year ended March 31, 2025 from US$81,612 for the year ended March 31, 2024, which was primarily due to the decrease of exhibition and marketing expense in the fiscal year 2025.

General and administrative expenses

The general and administrative expenses primarily consisted of salaries and welfare expenses, professional service fee, depreciation and amortization, office expenses and miscellanies expenses. The general and administrative expenses increased by US$266,303, or approximately 25.0%, to US$1,331,106 for the year ended March 31, 2025 from US$1,064,803 for the year ended March 31, 2024, which was primarily due to the increase of professional service fee related to the Company’s proposed initial public offering incurred in the fiscal year ended March 31, 2025.

Research and development expenses

The research and development (the “R&D”) expenses were for the development of self-manufactured medical devices and technologies used for the manufacturing of medical devices. The research and development expenses decreased by US$72,626, or approximately 34.0%, to US$140,679 for the year ended March 31, 2025 from US$213,305 for the year ended March 31, 2024. The decrease was primarily because of less investment in the R&D of the manufacturing technology and self-manufactured medical devices.

Total other expenses, net

The total other expenses, net decrease by US$10,236 or 1.0% to US$998,337 for the year ended March 31, 2025 from US$1,008,573 in the year ended March 31, 2024. Total other expenses, net mainly consisted of interest expenses, guarantee fees and bank charges for the Company’s bank loans for the years ended March 31, 2025 and 2024, respectively.

Income tax expenses

Income tax expenses were US$261,919 for the fiscal year ended March 31, 2025, compared with the income tax expenses of US$373,184 in the year ended March 31, 2024. The changes were primarily due to the decrease of income before income tax for the year ended March 31, 2025 compared with the year ended March 31, 2024.

Net income

As a result of the foregoing, the net income was US$1,207,489 for the year ended March 31, 2025, compared with a net income of US$1,472,771 for the year ended March 31, 2024.

The following table sets forth a summary of our consolidated statements of income for the fiscal years ended March 31, 2024 and 2023. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. The results of operations in any period are not necessarily indicative of our future trends.

Years ended March 31, 2024 compared to year ended March 31, 2023

Net revenue

The following table disaggregates our revenue by product categories for the years ended March 31, 2024 and 2023, respectively.

Net revenue increased by US$17,327,754, or 195.5%, to US$26,191,243 for the year ended March 31, 2024 from US$8,863,489 for the year ended March 31, 2023. The increase in revenue was primarily attributable to the significant increase in revenue from sales of medical devices in the fiscal year ended March 31, 2024.

Sale of medical device increased by US$15,362,828 or 350.8% to US$19,742,735 for the year ended March 31, 2024 from US$4,379,907 for the year ended March 31, 2023. Medical devices revenue primarily generated from sales of the defibrillators, the defibrillator monitors, the nebulized ventilators, and the inserted laryngoscopes. The increase of revenue from sales of medical devices was mainly due to significant increase in demand for medical devices and acquisition of new customers in fiscal year 2024.

Sale of medical software increased by US$1,951,119 or 44.0% to US$6,382,079 for the year ended March 31, 2024 from US$4,430,960 for the year ended March 31, 2023. Medical software revenue was primarily generated from sales of MRI analysis software. The increase of revenue from sales of medical software was mainly due to increase in demand for medical software in the fiscal year 2024.

Service revenue increased by US$13,807 or 26.2% to US$66,429 for the year ended March 31, 2024 from US$52,622 in the year ended March 31, 2023. Service revenue generated from service provided to customers of medical software, such as installation, maintenance adjustment, upgrade and training, and the increase was primarily due to the increase of sales revenue from medical software.

Costs of revenue

Cost of revenue primarily included cost of inventory purchased and costs directly incurred related to the service provided to customers. Cost of revenue increased by US$14,662,720 or approximately 200.5%, to US$21,976,995 for the year ended March 31, 2024, from US$7,314,275 for the year ended March 31, 2023. The increase was mainly attributable to the increase in sales revenue.

Gross profit

Gross profit increased by US$2,665,034, or approximately 172.0%, to US$4,214,248 for the year ended March 31, 2024 from US$1,549,214 for the year ended March 31, 2023. Gross profit margin decreased to 16.1% for the fiscal year ended March 31, 2024, as compared to 17.5% for the fiscal year ended March 31, 2023. The decrease in gross profit margin was primarily attributable to the increase in proportion of the gross profit from sales of medical devices in the total gross profit, which has a relatively lower gross profit compared with that of the medical software.

Sales and marketing expenses

The sales and marketing expenses primarily consisted of travelling expenses, entertainment expenses, marketing and exhibition expenses and freight expenses. The selling and marketing expenses decreased by US$35,334, or approximately 30.2%, to US$81,612 for the year ended March 31, 2024 from US$116,946 for the year ended March 31, 2023, which was primarily due to the decrease of entertainment expense in the fiscal year 2024.

General and administrative expenses

The general and administrative expenses primarily consisted of salaries and welfare expenses, professional service fee, depreciation and amortization, office expenses and miscellanies expenses. The general and administrative expenses decreased by US$127,270, or approximately 10.7%, to US$1,064,803 for the year ended March 31, 2024 from US$1,192,073 for the year ended March 31, 2023, which was primarily due to the decrease of salaries and other expenses related to the Company’s daily administration and operation in the fiscal year ended March 31, 2024.

Research and development expenses

The research and development (the “R&D”) expenses were for the development of self-manufactured medical devices and technologies used for the manufacturing of medical devices. The research and development expenses increased by US$33,234, or approximately 18.5%, to US$213,305 for the year ended March 31, 2024 from US$180,071 for the year ended March 31, 2023. The increase was primarily because the Company invested additional capital in the R&D of the manufacturing technology and self-manufactured medical devices.

Total other expenses, net

The total other expenses, net increase by US$312,336 or 44.9% to US$1,008,573 for the year ended March 31, 2024 from US$696,237 in the year ended March 31, 2023. The increase was primarily due to the increase of guarantee fees and bank charges for the Company bank loans in the fiscal year 2024.

Income tax expenses

Income tax expenses were US$373,184 for the fiscal year ended March 31, 2024, compared with the income tax benefit of US$87,445 in the year ended March 31, 2023. The changes were primarily due to the increase of income before income tax for the year ended March 31, 2024 while we incurred loss before income tax for the year ended March 31, 2023.

Net income

As a result of the foregoing, the net income was US$1,472,771 for the year ended March 31, 2024 and the net loss was US$548,668 for the year ended March 31, 2023.

Liquidity and Capital Resources

To date, the primary sources of liquidity of the Company consist of cash flows from the Hong Kong subsidiaries’ operating activities, capital contributions from shareholders and loans from banks. The Company has financed its operations primarily through capital contributions and revenue from operations. As of March 31, 2025, we had cash and cash equivalents of US$170,741, our current assets were approximately US$10,658,779, and our current liabilities were US$13,812,308. Total shareholders’ equity, including retained earnings as of March 31, 2025 was US$1,175,641. Our cash flows used in operating activities was US$1,693,889 for the year ended March 31, 2025. As of March 31, 2024, we had cash and cash equivalents of US$379,545, our current assets were approximately US$9,614,344, and our current liabilities were US$14,111,485. Total shareholders’ equity, including retained earnings as of March 31, 2024 was US$85,203. Our cash flows provided by operating activities was US$1,983,752 for the year ended March 31, 2024.

For the next 12 months from the issuance of audited financial statement, we plan to implement measures to meet the capital requirements, including: 1) strictly controlling and reducing expenses; 2) seeking additional credit facilities; and 3) seeking equity financing from shareholders. We believe the above measures will be adequate for us to meet the capital requirements for our operations in the next 12 months from the date of the audited financial statements.

If we experience an adverse operating environment or incur unanticipated capita1expenditure requirements, or if we accelerate our growth, then additional financing may be required. No assurance can be given, however, that additional financing, if required, would be available on favorable terms or at all. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilutions to the existing shareholders.

A portion of our operations are conducted in China and a portion of our expense and cash are denominated in Renminbi (RMB). Current foreign exchange and other regulations in the PRC may restrict the PRC entities in their ability to transfer their net assets to us and our subsidiaries. However, we have no present plans to declare any dividends and we plan to retain our retained earnings to continue to grow our business. We have limited financial obligations denominated in US. Dollars, thus, the foreign currency restrictions and regulations in the PRC on dividend distribution will not have a material impact on the liquidity, financial condition and results of operations of the Company.

For our business operating in Hong Kong, its operating activities are transacted in HKD. Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities. Our Company considers the foreign exchange risk in relation to transactions denominated in HKD with respect to US$ is not significant as HKD is pegged to US$.

Our operating results for future periods are subject to numerous uncertainties and it is uncertain whether we will be able to achieve a net income position for the foreseeable future. If management is not able to increase revenue and/or manage costs and operating expenses in line with revenue forecasts, we may not be able to achieve profitability.

Summary of cash flows

The following table summarized the Company’s cash flows for the period indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. The results of operations in any period are not necessarily indicative of our future trends.

Year ended March 31, 2025 compared to year ended March 31, 2024

Operating activities

Net cash used in operating activities was US$1,693,889 for the year ended March 31, 2025, primarily derived from (a) a net income of US$1,207,489, adjusted by depreciation and amortization of US$291,032, allowance of credit losses of US$ 44,943, and decrease of deferred tax assets of US$47,243, an deduction of US$25,403 for fair value changes from investment in insurance contracts, and interest expenses of US$2,205; (b) an increase in accounts receivable of US$1,256,541, a decrease in advance to suppliers of US$90,272, a decrease in inventories of US$76,510 and a decrease in accounts payable of US$2,490,402 and an increase of US$2,530 in advance from customers, mainly due to the increase of the Company’s business scale in the year ended March 31, 2025; (c) an increase in other current assets of US$5,644, an increase in other non-current assets of US$24,732, and (d) an increase of accrued expenses and other liabilities of US$130,974 due to the increase in unpaid salaries and output VAT. (e) an increase of tax payable of $ 310,121.

Net cash provided by operating activities was US$1,983,752 for the year ended March 31, 2024, primarily derived from (a) a net income of US$1,472,771, adjusted by depreciation and amortization of US$264,940, allowance of credit losses of US$17,096, and decrease of deferred tax assets of US$28,514, an addition of US$858 for loss on disposal of equipment and an addition of US$8,978 for fair value changes from investment in insurance contracts; (b) an increase in accounts receivable of US$5,012,606, a decrease in advance to suppliers of US$2,490,789, an increase in inventories of US$875,998 and an increase in accounts payable of US$3,114,768 and an increase of US$149,935 in advance from customers, mainly due to the increase of the Company’s business scale in the year ended March 31, 2024; (c) a decrease in other current assets of US$10,087, an increase of US$7,701 in other non-current assets, and (d) an increase of accrued expenses and other liabilities of US$25,220 due to the increase in unpaid salaries and output VAT. (e) an increase of income tax payable of $403,569.

Investing activities

For the year ended March 31, 2025, net cash used in investing activities was US$110,795, which was primarily due to payment for purchase of intangible assets.

For the year ended March 31, 2024, net cash provided by investing activities was US$747,902, which primarily consisted of payment of US$66,690 for the purchase of property, plant and equipment and intangible assets, and collection of US$814,592 from surrender of life insurance contracts.

Financing activities

For the year ended March 31, 2025, net cash provided by financing activities was US$1,501,718, which mainly consisted of (a) a loan from a related party of US$5,303,664; (b) repayment of a loan from related parties of US$5,281,644; (c) proceeds received from bank loans of US$4,404,632; (d) repayment of bank loans of US$4,769,498, (e) loan from third party of US$ 585,000; (f) proceeds raised from notes payable of US$19,822,198; and (g) proceeds repayment for notes payable of US$18,359,859.

For the year ended March 31, 2024, net cash used in financing activities was US$2,366,531, which mainly consisted of (a) a loan from a related party of US$6,515,719; (b) repayment of a loan from related parties of US$8,286,723; (c) repayment of bank loans of US$1,802,214, respectively; (d) loan from third party of US$366,340; (e) proceeds raised from notes payable of US$16,006,652; and (g) proceeds repayment for notes payable of US$15,923,421.

Year ended March 31, 2024 compared to year ended March 31, 2023

Operating activities

Net cash provided by operating activities was US$1,983,752 for the year ended March 31, 2024, primarily derived from (a) a net income of US$1,472,771, adjusted by depreciation and amortization of US$264,940, allowance of credit losses of US$17,096, and decrease of deferred tax assets of US$28,514, an addition of US$858 for loss on disposal of equipment and an addition of US$8,978 for fair value changes from investment in insurance contracts; (b) an increase in accounts receivable of US$5,012,606, a decrease in advance to suppliers of US$2,490,789, an increase in inventories of US$875,998 and an increase in accounts payable of US$3,114,768 and an increase of US$149,935 in advance from customers, mainly due to the increase of the Company’s business scale in the year ended March 31, 2024; (c) a decrease in other current assets of US$10,087, an increase in other non-current assets of US$7,701 and, (d) an increase of accrued expenses and other liabilities of US$25,220 due to the increase in unpaid salaries and output VAT. (e) an increase of income tax payable of $403,569.

Net cash used in operating activities was US$2,067,750 for the year ended March 31, 2023, primarily derived from (a) a net loss of $548,668, adjusted by depreciation and amortization of US$119,977, a decrease of deferred tax assets of US$87,142, an increase of US$9,144 from allowance for credit loss and a decrease of US$44,407 for fair value changes from investment in insurance contracts; (b) a decrease in accounts receivable of US$3,538,825, a decrease in advance to suppliers of US$2,418,233, an increase in inventories of US$313,804 and an increase in accounts payable of US$592,675, a decrease in advance from customers of US$1,792,654 mainly due to the increase of collection from its customers, completion of obligation to customers and increase of purchase from its vendors in the year ended March 31, 2023; (c) a decrease in other current assets of US$10,029 and (d) a decrease in accrued expenses and other liabilities of US$36,477 due to the decrease in unpaid salaries and output VAT.

Investing activities

For the year ended March 31, 2024, net cash provided by investing activities was US$747,902, which primarily consisted of payment of US$66,690 for the purchase of property, plant and equipment and intangible assets, and collection of US$814,592 from surrender of life insurance contracts.

For the year ended March 31, 2023, net cash used in investing activities was US$3,370,448, which primarily consisted of payment of US$2,971,969 for the construction of plant and US$398,479 payment for the premiums of life insurance contracts.

Financing activities

For the year ended March 31, 2024, net cash used in financing activities was US$2,366,531, which mainly consisted of (a) a loan from a related party of US$6,515,719; (b) repayment of a loan from related parties of US$8,286,723; (c) repayment of bank loans of US$1,802,214, respectively; (d) loan from third party of US$366,340; (e) proceeds raised from notes payable of US$16,006,652; and (f) proceeds repayment for notes payable of US$15,923,421.

For the year ended March 31, 2023, net cash provided by financing activities was US$ 5,125,046, primarily consisted of (a) proceeds from bank loans of US$2,365,549; (b) repayment of bank loans of US$858,793; (c) a loan from a related party of US$9,120,100, (d) repayment of a loan from related parties of US$6,322,139; (e) proceeds raised from notes payable of US$ 9,127,416; and (f) proceeds repayment for notes payable of US$ 8,307,087.

Capital expenditure

The Company’s capital expenditures is primarily related to purchase of property, plant and equipment and intangible assets. Our capital expenditures for the year ended March 31, 2025 were US$110,795 for the purchase of intangible asset and US$66,690 for the years ended March 31, 2024 for the purchase of property, plant and equipment and intangible assets. We intend to fund our future capital expenditures with our existing cash balance and proceeds from this offering and expect to continue to make well-planned capital expenditures to meet the expected growth of our business.

Off-Balance sheet arrangement

We did not have any off-balance sheet arrangement during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Holding Company Structure

Brand Meditech Limited is a holding company with no material operations of its own. We conduct our operations through the subsidiaries in Hong Kong and mainland China. As a result, our ability to pay dividends depends upon dividends paid by the subsidiaries in Hong Kong and mainland China. If our existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our subsidiaries in mainland China are permitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our subsidiaries in mainland China are required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of their registered capital. In addition, our subsidiaries in mainland China may allocate a portion of their after-tax profits based on PRC accounting standards to enterprise expansion funds and staff bonus and welfare funds at their discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of mainland China is subject to examination by the banks designated by SAFE. The Company have made no plans to pay dividends and do not expect to do so unless and until the subsidiary in mainland China has generated sufficient accumulated profits and have met the requirements for statutory reserve funds.

Contractual obligation

In the ordinary course of business, the Company may be involved in legal proceedings related to contractual obligations, employment matters, and other business activities. The Company records a liability for contingencies when it is determined that a loss is both probable and reasonably estimable in accordance with ASC 450, Contingencies. As of March 31, 2025 and 2024, the Company had no contingent liabilities that were assessed as probable and reasonably estimable.

Technology Purchase Commitment

As disclosed in Note 9, on November 16, 2018, the Company entered into a Know-How Agreement with a third party to acquire technical knowledge and assistance related to the design, manufacture, testing, inspection, adjustment, operation, and maintenance of AED Meducore Easy defibrillators. The total contractual consideration for the technology transfer was approximately USD2,589,840 (EUR 2,400,000).

As of March 31, 2025 and 2024, the remaining outstanding commitment under the agreement was approximately US$1,354,574 and US$1,465,369, respectively.

Loan Repayment Commitments

As disclosed in Notes 12 and 13, as of March 31, 2025, the Company had outstanding borrowings consisting of US$2,844,982 in short-term loans and US$ 5,380,384 in long-term loans, of which US$ 490,108 is due within one year.

Critical Accounting Policies and, Judgments and Estimates

An accounting policy is considered critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements.

We prepare our financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience, and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Some of our accounting policies require a higher degree of judgment than others in their application and require us to make significant accounting estimates. In addition, the JOBS Act permits emerging growth companies to delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards until the earlier of the date we (1) are no longer an emerging growth company or (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our combined financial statements and the reported results of operations contained therein may not be directly comparable to those of other public companies.

The following descriptions of critical accounting policies, judgments and estimates should be read in conjunction with our consolidated financial statements and other disclosures included in this prospectus. When reviewing our financial statements, you should consider (1) our selection of critical accounting policies; (2) the judgments and other uncertainties affecting the application of such policies, and (3) the sensitivity of reported results to changes in conditions and assumptions.

Use of estimates

The preparation of consolidated 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 disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. On an ongoing basis, the Company’s management reviews these estimates based on information that is currently available. Changes in facts and circumstances may cause the Company to revise its estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include the useful lives of property, plant and equipment, useful lives of intangible assets, cash surrender value of insurance contracts, inventory reserve provision, impairment of long-lived assets, allowance for credit loss, revenue recognition, deferred taxes and uncertain tax position. Actual results could differ from these estimates. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements.

The estimated useful lives for property, plant and equipment are illustrated as below:

The Company performs valuation on its property, plant and equipment for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset or an asset group may not be fully recoverable or that the useful life is shorter than the Company had originally estimated. When these events occur, the Company evaluates the impairment for the assets group by comparing the carrying value of the asset or the asset group to an estimate of future undiscounted cash flows expected to be generated from the use of the asset or the asset group and its eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the asset or the asset group, the Company recognizes an impairment loss based on the excess of the carrying value of the asset or the asset group over its fair value.

The estimated useful lives for intangible assets are illustrated as below:

Inventories, net

Inventories, consisting of commodity available for sale, are stated at the lower of cost and net realizable value. Cost of inventories is mainly determined using the weighted average cost method. Adjustments are recorded to write down the cost of inventories to the estimated net realizable value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as inventory aging, historical and forecasted consumer demand, and market conditions that impact pricing. The Company takes ownership, risks and rewards of the products purchased.

Revenue recognition

On April 1, 2022, the Company adopted Accounting Standards Codification (“ASC”) 606 using the modified retrospective approach. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

Step 1:    Identify the contract with the customer

Step 2:    Identify the performance obligations in the contract

Step 3:    Determine the transaction price

Step 4:    Allocate the transaction price to the performance obligations in the contract

Step 5:    Recognize revenue when the company satisfies a performance obligation

These criteria as they relate to each of the following major revenue generating activities are described below.

Revenue from sales of medical devices

Revenue from the sale of medical devices is recognized at a point in time when control of the product is transferred to the customer, which occurs when the customer picks up the product at the Company’s warehouse

The Company acts as a principal in these transactions and presents revenue on a gross basis.

Payment terms for medical device sales typically grant customers a credit period of approximately 30 days, based on the customer’s creditworthiness and transaction history

The Company has concluded that these payment terms do not constitute a significant financing component under ASC 606.

Revenue from sales of medial software

The Company sells standardized medical software products and provides related services, including installation, alteration, and training.

Upon evaluation under ASC 606-10-25-19, two distinct performance obligations were identified:

•        Delivery of medical software (transfer of a software license); and

•        Provision of installation, alteration, or training services (performed by a third party engaged by the Company).

The software is delivered when the customer picks up the physical medium (e.g., USB drive) at the Company’s warehouse and receives the activation key through real-time communication channels such as WeChat or email. Revenue for the software component is recognized at the point in time when control transfers to the customer.

Revenue for related services is recognized in time when the installation, alteration, or training services are completed.

Because standalone selling prices for the software and related services are not directly observable in the open market, the Company estimates the allocation of the transaction price based on expected cost-plus margin methodology, pursuant to ASC 606-10-32-28.

Payment terms for medical software sales typically allow customers up to 365 days to complete payment, based on credit evaluations.

The Company has concluded that such extended payment terms do not constitute a significant financing component under ASC 606.

Accounts Receivable, Net

Accounts receivable are stated at their original invoiced amounts, net of an allowance for credit losses. The Company considers accounts past due based on contractual payment terms, which are generally 30 days for sales of medical devices and 365 days for sales of medical software.

Effective April 1, 2023, the Company adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaced the incurred loss methodology with the current expected credit loss (“CECL”) model. This guidance requires the recognition of expected credit losses over the life of the financial asset, measured at amortized cost, including accounts receivable.

The Company adopted the standard using the modified retrospective approach. As a result, comparative prior period information has not been restated and continues to be reported under the previous guidance. The adoption of Topic 326 did not result in a cumulative-effect adjustment to retained earnings as of April 1, 2023, and there was no impact from deferred taxes. No recovery of credit losses was recognized for the year ended March 31, 2025. As of March 31, 2025, the allowance for credit losses was $70,267.

The Company estimates expected credit losses using a forward-looking model that considers historical loss experience, current conditions, and reasonable and supportable forecasts of future economic conditions. The allowance is developed based on portfolio segmentation, whereby receivables are grouped by similar risk characteristics. Historical loss rates are adjusted to reflect changes in customer credit quality.

Income Taxes

Income tax for the year comprises current tax and movements in deferred tax assets and liabilities. Current income taxes are recorded in accordance with the regulations of the relevant tax jurisdiction. We account for income taxes under the asset and liability method in accordance with ASC 740, Income Tax (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the tax consequences attributable to differences between carrying amounts of existing assets and liabilities in the financial statements and their respective tax basis, and operating loss carry-forwards. 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 taxes of a change in tax rates is recognized in the consolidated statements of comprehensive loss in the period of change. Valuation allowances are established when necessary to reduce the amount of deferred tax assets if it is considered more likely than not that amount of the deferred tax assets will not be realized.

We evaluate uncertain tax position including the potential application of interest and penalties based on the technical merits, and measure the unrecognized benefits associated with the tax positions.

Business

Overview

We are a holding company incorporated in the Cayman Islands with no material operations of our own. We conduct our medical device products related business through our indirect wholly owned subsidiary, BM HK, located in Hong Kong. Our mission is to provide high-quality medical devices to the healthcare industry, support medical advancements, and contribute to improving patient outcomes.

Founded in 2003, BM HK specializes in the business of procurement and sale of a diverse range of medical devices and medical software. Its product portfolio spans critical areas, such as cardiac emergency care, respiratory therapy, endoscopic examinations, and medical imaging analysis. BM HK is committed to expand its offerings to deliver comprehensive solutions that address pre-hospital emergency care, in-hospital and out-of-hospital rescue operations, intensive care unit (ICU) needs, and anesthesia support and recovery.

In 2021, as an addition to our principal business, we launched the development of proprietary medical device products through Niche Medical, a wholly owned subsidiary of BM HK in mainland China. As of the date of this prospectus, Niche Medical has successfully developed infusion pumps and anesthesia laryngoscopes. Additionally, portable X-ray machines and automated external defibrillators (AEDs) are currently under development.

For the years ended March 31, 2025 and 2024, our total revenue was approximately US$25,488,377 and US$26,191,243, respectively. During these periods, BM HK generated 99.37% and 99.87% of total revenues, respectively, while Niche Medical contributed 0.63% and 0.13% of total revenues, respectively.

Our Competitive Strengths

We believe that the following strengths contribute to our success and are the differentiating factors that set us apart from our peers:

•        In-Depth Understanding of the Industry.    With over 21 years of sales experience in European-imported medical devices and software in Hong Kong and mainland China, we have developed a strong understanding of supply chain dynamics, pricing strategies, and regional market demands. Working with other medical device distributors across Asia, we ensure seamless product availability, competitive pricing, and consistent delivery of high-quality medical solutions to hospitals and healthcare providers.

•        Active Industry Engagement.    We actively participate in major medical device exhibitions, such as China International Medical Equipment Fair (CMEF), to showcase our products, demonstrate key features, and strengthen relationships with customers, partners, and industry experts. These engagements enhance our brand visibility, market presence, and industry credibility, while also providing valuable feedback to refine our offerings and stay ahead of market trends. Our commitment to continuous industry interaction ensures that we remain at the forefront of innovation and customer needs in the medical device sector.

•        Visionary Leadership with Proven Track Record.    Our management team, with over 30 years of combined experience in medical products sales, is the cornerstone of Brand Meditech. Under the visionary leadership of Chairwoman and CEO Ms. Kit Ying Kwan, we have emerged as a preeminent and trusted medical device enterprise in the region. Our leaders have forged strategic partnerships, positioning us as the essential gateway for international emergency equipment manufacturers seeking success in dynamic Asian markets. Their strategic foresight and deep industry knowledge enable them to accurately identify market trends and develop effective growth strategies.

•        Robust Distribution and Service Capabilities.    Our extensive distribution network, combined with post-sales support and technical expertise for the medical software, enhances customer satisfaction and fosters long-term partnerships.

•        Experienced Research & Development (“R&D”) Team.    Our R&D team, led by Mr. Huiyou Xu — an expert with over 20 years of experience in the medical device industry — is dedicated to the production of reliable and innovative medical products. With Mr. Xu at the helm for over eight years, our team consistently drives advancements in product development, ensuring the precision and stability of our offerings, including electrocardiogram (ECG) systems, respiratory monitoring solutions, and infusion pumps.

Our Growth Strategies

We will focus on the following key growth strategies to realize our mission:

•        Sales and Distribution Network Expansion:    We plan to extend our sales and distribution network to enter new markets besides Hong Kong or mainland China and reinforce our industry presence. Our strategy includes forging partnerships with medical institutions, emergency centers, and public facility management departments through direct engagement, as well as active participation in medical forums, exhibitions, and seminars. By delivering high-quality products and services, we also encourage referrals, further expanding our customer base. We expect that these combined efforts will help us increase market share, tap into new customer segments, and drive sustainable growth within the medical device industry.

•        Industry Engagement:    We actively participate in major medical device exhibitions — such as the CMEF — to showcase both our procured and proprietary products. These events allow us to demonstrate key features, strengthen relationships with customers, partners, and industry experts, and gather valuable feedback. This ongoing engagement not only enhances our brand visibility, market presence, and credibility but also ensures we remain responsive to evolving customer needs in the medical device and software sectors.

•        Marketing & Product Positioning:    Once production approval is secured for our AED and other proprietary products, we will position them as premium, high-end solutions. Our marketing strategy will emphasize advanced technology, rapid heart rhythm analysis, reliable defibrillation, and versatility for use in both public and medical environments. Initially, our distribution channels will primarily serve distributors; however, as market confidence and brand recognition grow, we will gradually extend our sales efforts directly to end-users, including hospitals and other medical institutions.

•        Pricing & Customer Service:    We will continue to employ value-oriented and competitive pricing strategies tailored to different product models. In addition, we are committed to offer expedited delivery and maintain clear communication with customers by providing regular shipment updates through multiple channels.

•        Investment in R&D.    The R&D team at Niche Medical, composed of experienced medical professionals with a robust research background, is dedicated to developing advanced products at competitive prices. In particular, BM HK will continue collaborating with Corscience on the development of AED products. We are committed to further investments in technology and innovation to expand our product portfolio.

Our Business

Medical Devices and Software Procurement and Sale

BM HK has been in the business of procurement and sale of a variety of medical devices and medical software since its founding in 2003. Its diverse product portfolio covers critical areas such as cardiac emergency care, respiratory therapy, endoscopic examinations, and medical imaging analysis.

The following is a selection of major medical devices carried by BM HK, sourced from reputable European and mainland China manufacturers:

•        Monophasic Defibrillators:    These devices deliver a single, high-energy pulse of electricity to the heart, restoring its normal rhythm during cardiac arrest. Designed for use by trained healthcare professionals, monophasic defibrillators are essential in emergency settings.

•        Defibrillator Monitors:    Combining the functions of both defibrillators and patient monitors, these advanced devices deliver electrical shocks to restore normal heart rhythm while continuously tracking vital signs like heart rate, blood pressure, and oxygen saturation. They are widely used in ambulances, emergency rooms, and ICUs to provide real-time patient monitoring during life-threatening conditions.

•        Insertable Laryngoscopes:    Typically featuring a handle and a blade with an optical fiber camera, this device provides a clear view of the larynx and surrounding structures. It is commonly used during intubation or diagnostic procedures to detect abnormalities in the throat or vocal cords, with a compact design suited for emergency and clinical environments.

•        Anesthesia Laryngoscopes:    These instruments help secure a patient’s airway during anesthesia, especially for endotracheal intubation. They are essential in operating rooms and emergency settings to ensure safe airway management, with a blade that provides clear visualization of the vocal cords.

•        Ventilators for Kids:    This European-manufactured ventilator combines the functions of a nebulizer and ventilator to treat respiratory diseases. It uses high-frequency oscillation to deliver medication in fine mist form, improving drug absorption and targeting the airways. It is used in hospitals, ICUs, and at home for chronic respiratory conditions.

•        Infusion Pumps:    Infusion pumps deliver fluids, medications, or nutrients directly into the bloodstream in controlled amounts. They ensure precise and consistent delivery, minimizing the risk of human error. These pumps are commonly used for treatments like chemotherapy, pain management, and hydration therapy in hospitals, clinics, and home settings.

•        Other Accessories:    BM HK also provides various components and accessories for defibrillators and defibrillator monitors, including laryngoscope blades and handles, defibrillator pads, batteries, lead wires, and conductive gels.

BM HK currently offers two advanced medical software: Prim preclinical imaging post-processing software (“Prim”) and iMRIPlus MRI analysis software (“iMRIPlus”):

•        Prim:    A post-processing software designed for use with linear accelerators, a crucial tool in radiation therapy. It provides specialized image processing to support the development and execution of radiation therapy plans. Prim allows for real-time image processing and enables flexible adjustments to therapy plans during treatment.

•        iMRIPlus:    An MRI analysis software that enhances the interpretation and processing of MRI data. With a suite of powerful tools for image reconstruction, segmentation, registration, and post-processing, iMRIPlus helps physicians and researchers visualize and analyze MRI images more effectively, improving clinical and research outcomes.

BM HK selects suppliers based on market demand, regulatory compliance, product quality, innovation, and after-sales support, prioritizing those who meet CE standards and have strong market reach. The company sources medical devices and software from suppliers in mainland China and Europe, typically through industry exhibitions, online platforms, and direct contact. For more information about BM HK’s suppliers, see “Our Suppliers” section below.

BM HK’s customers are distributors who source medical devices and software to resell to end-users like hospitals and medical institutions in Hong Kong and mainland China. The company maintains relationships with customers that contribute stable, long-term revenue and sources them through industry exhibitions, online platforms, and direct contact, with each sale governed by brief purchase-order agreements. For more information about BM HK’s customers, see “Our Customers” section below.

Medical Device Product Development under Proprietary Brand

In 2021, as an addition to our principal business, we launched the development of proprietary medical device products through Niche Medical, a wholly owned subsidiary of BM HK in mainland China. As of the date of this prospectus, Niche Medical has successfully developed infusion pumps and anesthesia laryngoscopes. Additionally, portable X-ray machines and automated external defibrillators (AEDs) are currently under development.

Infusion Pumps

Developed in 2019, our proprietary infusion pump accurately measures and precisely controls both infusion speed and volume. Equipped with intelligent monitoring capabilities, it detects abnormalities during infusion — including air bubbles, empty fluid containers, fluid leakage, and tubing blockages — and immediately alerts users. In such cases, the device automatically stops the infusion process, effectively ensuring patient safety.

Niche Medical has already secured both the medical device registration certificate and the manufacturing license for this product and will apply to renew these certifications before their expiration. Since December 2022, Niche Medical has initiated limited-scale manufacturing and sales of its proprietary infusion pumps. This phase is designed to evaluate early market traction and inform broader commercialization efforts. Niche Medical’s approach includes: (i) controlled-volume manufacturing to gauge market demand, (ii) systematic collection of customer feedback from initial deployments, (iii) rigorous operational stability testing of manufactured units, and (iv) strategic brand development in preparation of market launch.

As of the date of this prospectus, Niche Medical has generated cumulative sales of $199,515, out of which $4,105 was from December 2022 to March 31, 2023, $34,741 and $160,669 for the year ended March 31, 2024 and 2025, respectively.

Additionally, Niche Medical has established dedicated production lines for manufacturing the infusion pumps, with an estimated annual production capacity of 20,000 units.

Anesthesia Laryngoscope

Developed in 2021, our proprietary anesthesia laryngoscope is designed to enable physicians to perform anesthesia intubation more easily and efficiently. As of the date of this prospectus, Niche Medical has obtained both the medical device registration certificate and the manufacturing license for this product, and intends to proactively renew these certifications prior to their expiration on January 3, 2028. In addition, Niche Medical has established dedicated production lines for manufacturing the anesthesia laryngoscope, which have an estimated annual production capacity of 80,000 units. The product modifications and refinements have been completed, and production preparations are in place. We plan to commence production and sales in the first calendar quarter of 2026, with mass production and full-scale sales expected to follow thereafter. As of the date of the prospectus, Niche Medical incurred associated costs of approximately $2,000, and estimates to incur $0.3 million in additional expenses to complete the development of anesthesia laryngoscope and additional $0.2 million to fully commercialize the anesthesia laryngoscope.

Second-gen Portable X-ray machines (Portable X-ray Gen2)

Compact and mobile, these X-ray devices allow for radiographic imaging at the patient’s bedside or in emergency situations, making them ideal for use in ICUs, emergency rooms, and remote areas. Despite their small size, they provide high-quality images for diagnosing fractures, infections, and lung conditions. Our proprietary portable X-ray machines feature a compact, lightweight design, low radiation emission, fast imaging capabilities, and user-friendly operation. The Portable X-ray Gen2 is currently under development and has completed internal testing as of the date of this prospectus. Additionally, it has recently completed testing at the National Testing Center. Niche Medical has submitted its application for the medical device registration certificate and manufacturing license to Jiangsu provincial Medical Products Administration in September 2025 and expects to receive the approval in early 2026. Additionally, Niche Medical has established dedicated production lines for manufacturing these portable X-ray machines, with an estimated annual production capacity of 4,000 units. As of the date of the prospectus, Niche Medical incurred associated costs of approximately $100,000 for the development of Portable X-ray Gen2, and expects to spend approximately $0.4 million in additional expenses to complete development and an additional of $0.7 million to bring the product to market, subject to the trial results and the regulatory timelines.

AED Products

Looking ahead, as part of our strategy to build a comprehensive portfolio of devices for medical emergencies, we have designed and developed AEDs through a development agreement with Corscience. For more information about Niche Medical’s research and development efforts, see “Research and Development” section below.

Unlike traditional defibrillators, our proprietary AEDs are designed for use by non-medical personnel in emergency situations. They are equipped with simple, automated instructions and built-in safety mechanisms that ensure shocks are delivered only when necessary. Niche Medical plans to manufacture and sell the following three types of AEDs starting in the second half of 2026:

•        Link Alive 005:    A basic AED model without a screen, offering a more affordable price point.

•        Link Alive 006:    Similar to Link Alive 007, but without the CPR feedback feature, making it a cost-effective alternative while still providing comparable functionalities.

•        Link Alive 007:    Equipped with a screen to display ECG waveforms and CPR feedback, making it ideal for use in public spaces.

As of the date of this prospectus, our AED products are in the animal clinical trials at Soochow University, which are expected to finish in the first calendar quarter of 2026. Following the completion of these trials, Niche Medical plans to submit its application in the first calendar quarter of 2026 to the National Medical Products Administration (“NMPA”) in China, followed by anticipated certification from the NMPA in the second calendar quarter of 2026 and a commercial launch in the third calendar quarter of 2026. Additionally, Niche Medical has established dedicated production lines for manufacturing the AED products, with an estimated annual production capacity of 40,000 units. As of the date of this prospectus, Niche Medical has incurred approximately $2.8 million in development costs and expects to require approximately $2.2 million in additional expenses to complete development and an additional $0.6 million to prepare for full-scale commercialization of the AED products, subject to the outcome of ongoing trials and the NMPA review.

Niche Medical’s current customers include distributors who source medical devices for resale to end-users such as hospitals and medical institutions in Hong Kong and mainland China. Additionally, Niche Medical provides a 36-month warranty covering product faults for the devices it manufactures and sells.

BM HK’s Suppliers

BM HK selects suppliers based on market demand, regulatory requirements, and business viability. Key criteria include regulatory compliance (with CE certification), product quality, innovation, and market reach. We favor suppliers with proven performance and strong sales networks, as well as those able to provide essential after-sales support like training and technical assistance. This approach optimizes our supply chain and enables us to swiftly adapt to market opportunities.

Our supplier base includes providers of medical devices, medical software, and device manufacturers. These suppliers specialize in trading raw materials and products sourced from mainland China and European countries for sale in Hong Kong and mainland China. We identify potential partners through industry exhibitions, online platforms, and direct contacts.

For the year ended March 31, 2025, three primary suppliers accounted for 62.4%, 23.4%, and 13.3% of our revenue costs, respectively. For the fiscal year ended March 31, 2024, three suppliers contributed 42.0%, 34.5%, and 20.9% of our revenue costs.

BM HK does not maintain long-term written supply agreements. Instead, purchases are made on a per-order basis under brief purchase-order agreements that cover product name, quantity, price, shipping terms, delivery time, and payment method.

During the reporting periods, we experienced no material disputes, procurement difficulties, or operational interruptions due to material shortages or delays. Furthermore, we believe that viable market alternatives exist for the products provided by our major suppliers at comparable price points and quality. We maintain and regularly update a list of qualified suppliers of medical devices and software.

BM HK’s Customers

BM HK’s customers are distributors who source medical devices and software from both local and overseas suppliers, and then resell these products to end-users — such as hospitals and medical institutions — in Hong Kong and mainland China.

We focus on building and maintaining relationships with customers that provide long-term, stable revenue. For the year ended March 31, 2025, our top five customers contributed 21.5%, 21.2%, 13.3%, 9.1%, and 8.0% of revenue, respectively. In the fiscal year ended March 31, 2024, five customers accounted for 17.4%, 15.9%, 15.0%, 11.6%, and 10.2% of revenue.

Our customers purchase products from BM HK at wholesale prices and resell them at higher prices, capturing the margin. We source these customers through industry exhibitions, online platforms, and direct contacts with distributors.

BM HK does not use long-term sales agreements; instead, each transaction is governed by a brief, purchase-order based agreement. The key terms of the sales agreements with customers (including those agreements with the top customers) include:

•        the product’s name, specifications, quantity, price and country of origin;

•        mode of shipment, time of delivery;

•        payment method and time; and

•        after-sale service, pursuant to which a third party service provider engaged by is usually responsible for the installation, maintaining, technical training of the medical software.

BM HK’s Pricing Strategy

Our pricing strategy for procurement and sale of medical device business through BM HK is designed to balance competitiveness, sustainability, and market value expectations through the following elements:

•        Cost-Plus Model with Dynamic Margin Calibration:    We base our pricing on a cost-plus model, where base margins are adjusted according to product criticality and market competition.

•        Annual adjustments:    To ensure resilient profitability without overpricing, we incorporate procurement cost fluctuations and competitive pressures into our margin targets on an annual basis.

•        Market-Driven Adjustments:    Our margin calibration reflects the specific attributes of each product. For instance, commoditized hardware — such as monophasic defibrillators — operates on tighter margins for greater market acceptance, while specialized software like PRIM commands premium pricing due to its significant clinical value.

•        Supplier Partnerships & Flexibility:    We maintain long-term, trust-based relationships with key suppliers to secure stable procurement terms and priority access to high-demand products. This flexibility enables us to adapt swiftly to market shifts, such as price fluctuations, while mitigating supply chain risks. These collaborative partnerships help stabilize costs and support our competitive pricing strategy.

Regulatory Licenses for our Operations in China

The regulatory framework for medical devices in China, as outlined by the National Medical Products Administration (NMPA), formerly known as the China Food and Drug Administration (CFDA), classifies these devices into three categories based on their risk levels. These categories are designated as Class I, II, and III, with each class representing a progressively higher degree of risk, thereby ensuring appropriate regulatory oversight corresponding to the potential hazards associated with each device type.

Below is a summary chart outlining the licenses and permissions Niche Medical has obtained for the manufacturing, operation and sale of specific medical devices as of the date of this prospectus:

Our Research and Development

We remain committed to further enhancing our research and development capabilities. As of the date of this prospectus, we hold 28 registered patents in the PRC, along with 1 patent applications currently pending. Further details regarding these patents and applications can be found in the “Intellectual Property” section below.

As of the date of this prospectus, Niche Medical’s R&D team comprises two full-time members and one part-time member, all of whom bring significant expertise and extensive experience in the medical device industry:

•        Huiyou Xu, Product Development Hardware Engineer, has more than 20 years of experience in the medical products industry. He has previously led teams in the design and development of monitoring devices, including fetal and maternal monitoring systems, which successfully obtained registration certificates. At Niche Medical, Mr. Xu oversees hardware development for infusion pump products.

•        Hairui Liu, Structural Engineer (Part-time), specializes in mold and product design, with particular expertise in product assembly, testing, and modification processes. Mr. Liu’s current responsibilities include designing product structures, preparing detailed 2D drawings, and collaborating closely with the production team on product testing, adjustments, and optimization.

•        Liang Zhang, Researcher and Software Engineer, is a seasoned professional with substantial software development experience within the medical products industry. Mr. Zhang’s primary responsibilities involve developing hardware drivers and software interfaces for infusion pumps, injection pumps, and related medical device products.

Research and Development — Collaborators

On November 16, 2018, BM HK entered into a development agreement with Corscience (the “Development Agreement”). Under this Development Agreement, Corscience agreed to develop an AED product based on the MEDUCORE Easy, an AED technology widely recognized technology for the CE market region for BM HK, in accordance with certain agreed specifications as set forth therein. The total consideration for the Development Agreement is €1,600,000 (approximately US$1.8 million), payable in seven installments linked to predefined project milestones upon achievement of predefined project milestones.

To formalize the know-how transfer, BM HK and Corscience entered into a separate agreement on November 22, 2019 (the “Transfer Agreement”). This Transfer Agreement outlined the terms and conditions for the transfer of know-how and technical assistance related to the design, manufacture, testing, inspection, adjustment, operation, and

maintenance of the AED product. The Transfer Agreement stipulates a fixed payment of €2,400,000 (approximately US$2.6 million) for the transfer of Corscience’s proprietary know-how, structured in seven installments. Under the agreement, ownership of the Contract Technology (excluding Reserved Parts) is exclusively transferred to BM HK upon full payment of the agreed fees, granting BM HK sole rights to patent, commercialize, and globally manufacture/sell products based on the technology, including in China (Hong Kong and Macao). This Transfer Agreement stipulate that they shall expire automatically upon complete performance of all rights and obligations by the parties.

As of the date of this prospectus, BM HK has made payments totaling €2,646,336 (approximately US$2.9 million) to Corscience, comprising €1,461,336 (approximatelyUS1.6 million) settled under the Development Agreement and €1,185,000 (approximately US1.3 million) for partially paid under the Transfer Agreement for know−how deliverables, with the remaining balance of €1,465,000 (approximately US$1.6 million) to be paid in accordance with project milestones under the two Agreements.

It typically takes 24 to 36 months for Class II medical devices and 48 to 60 months for Class III medical devices to complete the research and development process. Although both Class II and Class III medical devices are subject to the same filing requirements under the Regulations on the Supervision and Administration of Medical Devices (2021 Revision) (the “2021 Medical Device Regulations”), the key difference between the research and development process for Class II and Class III medical devices is that the reports containing the aforementioned information are submitted to the Provincial Medical Products Administration or Provincial MPA for Class II medical device product registration, whereas such reports for Class III medical device product registration are submitted to the NMPA. As a result, Class III medical devices are often subject to a much more rigorous review regime as compared to Class II medical devices. As disclosed above, Niche Medical has obtained the registration certificates for its proprietary infusion pumps and the anesthesia laryngoscope, and in the application process for medical device product registration certificates for its proprietary portable X-ray machines and AEDs.

For the fiscal years ended March 31, 2025 and 2024, we incurred research and development expenses of $140,679 and $213,305, respectively.

Manufacturing and Production

Niche Medical’s procurement department selects high-quality materials in accordance with specifications provided by the R&D department, carefully evaluates supplier capabilities, and establishes partnerships with approved suppliers. The production department then assembles and tests products based on precise assembly instructions developed by the R&D team. Following assembly, the quality management department conducts rigorous inspections according to standardized procedures. Only products that successfully pass comprehensive quality inspection are approved for release to the market.

Currently, Niche Medical has established dedicated production lines for AEDs and portable X-ray machines, as well as an additional production line shared by infusion pumps and anesthesia laryngoscopes. These production lines have an estimated annual manufacturing capacity of 40,000 AED units, 4,000 portable X-ray machine units, 20,000 infusion pump units, and 80,000 anesthesia laryngoscope units. As of the date of this prospectus, the production lines for infusion pumps and anesthesia laryngoscopes are fully operational, while the applications for production qualification of AEDs and portable X-ray machines remain pending approval.

Employees

We had 24 full-time and one part-time employees as of March 31, 2025. All of our employees are based in Hong Kong or mainland China. The following table sets forth a breakdown of our employees as of March 31, 2025, by function:

Our employees are the driving force behind our rapid business growth, and our ongoing success depends on our ability to attract, motivate, train, and retain top talent. We invest significant resources to ensure our corporate culture and brand remain highly appealing to both current and prospective team members.

We offer competitive compensation packages and foster a dynamic work environment that encourages initiative. Our commitment to equal opportunity and workplace diversity is reflected in our recruitment practices — we consider factors such as relevant work experience, educational background, skills, and knowledge for each vacancy. All new hires enter into formal labor contracts with us.

In compliance with PRC regulations, we participate in various statutory employee benefit plans, including social insurance funds. These benefit plans cover pension contributions, medical insurance, unemployment insurance, work-related injury insurance, maternity insurance. As required by law, we contribute a specified percentage of employees’ salaries, bonuses, and certain allowances to these plans, subject to maximum limits determined by local government. Bonuses are generally discretionary, based on both individual performance and the overall success of our business.

Under the laws and regulations in Hong Kong, we are required to make contributions equal to certain percentages of each full-time employee’s salary for his or her mandatory provident fund. As of the date of this prospectus, we have made the mandatory contributions to a registered mandatory provident fund scheme for our full-time employees in Hong Kong.

Insurance

BM HK provides employees’ compensation insurance, covering its liability for injuries or occupational diseases sustained by employees arising out of and in the course of employee in accordance with regulations in Hong Kong. In addition, through its subsidiary BM HK, the Company has purchased key person life insurance policies for Ms. Kwan Kit Ying and Mr. Ouyang Le Ying, with the Company as the beneficiary. The total cash surrender value of these policies was US$822,103 as of March 31, 2025. We believe that these policies provide appropriate protection for the Company. Other than this, BM HK currently does not maintain any insurance covering its properties, equipment or inventory, and it does not carry any business interruption or product liability insurance or any third-party liability insurance to cover claims in respect of personal injuries or any damages arising from accidents in relation to its operations. We believe that BM HK’s insurance coverage is adequate and is in line with industry practice.

Niche Medical maintains insurance policies that are required under PRC laws and regulations as well as policies based on its assessment of the operational needs and industry practice. Niche Medical are subject to the social insurance system of the PRC and are required to make contributions for our employees toward five categories of insurance, including basic pension, basic medical, unemployment, work injury and maternity. Consistent with customary practice in mainland China, we do not maintain any insurance policies for business interruption, product liability or litigation. We believe that our existing insurance coverage is in line with industry norms in the PRC and is sufficient for our current operations. We will regularly review and assess our insurance practice based on our needs and industry practice. During the fiscal years ended March 31, 2024 and 2025, we did not experience any material insurance disputes.

Link Alive maintains “property all risks” insurance coverage for our office at Flat Q, 11/F, Kings Wing Plaza 2, the current insurance policy being effective from August 14, 2025 to August 13, 2026. This policy provides protection for properties in this location against a range of risks, including among others, fire, typhoon, storm, tempest, flood, earthquake and landslip. We believe that Link Alive’s insurance coverage is adequate and is in line with industry practice.

Properties and Facilities

BM HK’s headquarters and office space, with an aggregated area of approximately 1,524 square feet, is located in Flat Q, 11/F, Kings Wing Plaza 2, No.1 On Kwan Street, Shatin, N.T. Hong Kong, which is owned by Link Alive, a subsidiary of BM HK. Link Alive acquired this property on June 22, 2022.

BM HK currently leases another property in N.T. Hong Kong, located in Workshop H on 3/F., Haribest Industrial Building, Nos. 45-47 Au Pui Wan Street, Shatin, as BM HK’s warehouse, which consists of an aggregate building area of approximately 511 square feet. The Company is not currently paying any rent for this property, as it is leased from Ms. Kit Ying Kwan, the CEO and Chairwoman of the Company. The current lease expires on December 31, 2026 and BM HK expects to renew the term of the lease, or timely find an alternative.

Niche Medical currently owns a property, along with the construction land use right, located in No. 30 Luoshan Road, Economic Development Zone in Xuzhou, Jiangsu. This property, used as Niche Medical’s manufacturing facility for all production lines, consists of an aggregate area of 6,992.80 square meters, including a four-floor building of approximately 10,269.93 square meters. Niche Medical has the construction land use right until July 17, 2056.

Intellectual Property

Our business is dependent on a combination of protections provided by patents, trademarks and confidentiality clauses in labor agreements with our employees and others to protect proprietary rights. As of the date of this prospectus, we have registered 28 patents, four (4) trademarks and one (1) domain in Hong Kong and mainland China.

Patents

Set forth below are descriptions of Niche Medical’s patents in China:

REGULATIONS

This section sets forth a summary of applicable laws, rules, regulations, government and industry policies and requirements that have a significant impact on our operations and business. This summary does not purport to be a complete description of all laws and regulations, which apply to our business and operations. Investors should note that the following summary is based on relevant laws and regulations in force as of the date of this prospectus, which may be subject to change.

Our business and operations are subject to comprehensive laws and regulations in the jurisdictions in which we do business. The laws and regulations governing our business and interpretations of those laws and regulations are subject to frequent change. Our ability to operate profitably will depend in part upon our ability to operate in compliance with applicable laws and regulations. The laws and regulations relating to medical devices and medical software that apply to our business continue to evolve, and we must, therefore, devote significant resources to monitoring developments in legislation, enforcement, and regulation in such areas.

As the applicable laws and regulations change, we are likely to make conforming modifications in our business processes from time to time. We cannot provide assurance that a review of our business by courts or regulatory authorities will not result in determinations that could adversely affect our operations or that the regulatory environment will not change in a way that restricts our operations.

Regulations Related to Our Business Operations in Hong Kong

Laws and Regulations Relating to Medical Devices and Medical Software in Hong Kong

Currently, there is no specific legislation that regulates the manufacture, import, export and sale of medical devices as well as the sale of medical software in Hong Kong. However, depending on the nature and characteristics of the products concerned, some products may in the future be regulated by existing pieces of legislation such as the Pharmacy and Poisons Ordinance (Chapter 138 of the Laws of Hong Kong) and the Radiation Ordinance (Chapter 303 of the Laws of Hong Kong).

A regulatory framework for medical devices is being developed by the Hong Kong government to ensure that medical devices are safe, of good quality, and can perform as intended before they are allowed to be placed on the local market. To raise public awareness on medical device safety and pave the way for implementing long-term statutory control, the Government has launched the voluntary Medical Device Administrative Control System (“MDACS”) since November 2004, under which manufacturers and importers of medical devices could voluntarily list their medical devices with the Department of Health of Hong Kong (“DoH”). The listing of medical devices and traders, and the Conformity Assessment Body (“CAB”) Recognition Scheme were implemented in phases. The MDACS covers classes II to IV (medium to high risk) general medical devices, classes B to D (medium to high risk) in vitro diagnostic medical devices, local manufacturers, importers, distributors and CABs.

According to note 2.38 under Guidance Notes GN-00 (Definitions and Abbreviations for the Medical Device Administrative Control System) issued by DoH, the definition of “medical device” includes, inter alia, appliances and software serving the purposes stated under note 2.38, such as diagnosis, prevention, monitoring, treatment or alleviation of disease, and other specified purposes mentioned thereunder. In addition, under note 1.3 of the Guidance Notes GN-09 (Guidance Notes for Listing of Distributors of Medical Devices) issued by DoH, the application for listing as a distributor under the MDACS is also on a voluntary basis. BM HK or Link Alive is currently not under any mandatory obligation to register the medical devices and software offered to customers or register as a distributor under the MDACS.

As of the date of this prospectus, we confirm that there are no mandatory obligations under the Pharmacy and Poisons Ordinance or the MDACS which are applicable to our business. Despite so, we have obtained an irradiating apparatus licence valid until July 15, 2026 from the Radiation Board of Hong Kong, pursuant to which we are licensed to sell and stow our first-gen portable X-ray machines, in preparation for any possible future sale of such X-ray machines. As of the date of this prospectus, we confirm that we have complied with the conditions under the irradiating apparatus licence. We will constantly monitor any legislative developments in the future that may have a material effect on our business.

Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong)

Under the Business Registration Ordinance (the “BRO”), every company or individual who carries on a business in Hong Kong is required to apply for a business registration certificate from the Inland Revenue Department of Hong Kong within one month from the date of commencement of the business, and to display a valid business registration certificate

at the place of business. Business registration does not serve to regulate business activities and it is not a license to trade. Business registration serves to notify the Inland Revenue Department of the establishment of a business in Hong Kong. Business registration certificate will be issued on submission of the necessary document(s) together with payment of the relevant fee and is renewable every year or every three years (if business operators elect for issuance of business registration certificate that is valid for three years). Any person who fails to apply for business registration shall be guilty of an offence and shall be liable to a fine of HK$5,000 and to imprisonment for one year.

As of the date of this prospectus, we confirm that we have complied with the Business Registration Ordinance by obtaining and maintaining a valid business registration certificate and there is currently no material effect of the regulations discussed under this section on our business.

Import and Export Ordinance (Chapter 60 of the Laws of Hong Kong)

The Import and Export Ordinance and the sub-legislation under it, governs the importation of products into, and the export of products from Hong Kong. Section 6C of the Import and Export Ordinance provides that no importation is allowed of the articles specified in Schedule 1 to the Import and Export (General) Regulations (Chapter 60A of the Laws of Hong Kong) unless with a proper license issued by the Director-General of Trade and Industry under section 3 of the Import and Export Ordinance. Accordingly, importation of proprietary Chinese medicine (“PCM”), as defined in the Chinese Medicine Ordinance (Chapter 549 of the Laws of Hong Kong), and pharmaceutical products stated in the said Schedule 1 are subject to licensing control and must be covered by a proper import license.

Section 6D of the Import and Export Ordinance provides that no person shall export any article specified in the second column of Schedule 2 to the Import and Export (General) Regulations to the place specified opposite thereto in the third column of the schedule unless with an export license issued by the Director-General of Trade and Industry under section 3 of the Import and Export Ordinance. Accordingly, exportation of PCM and pharmaceutical products stated in the said Schedule 2 are subject to licensing control and must be covered by a proper export license. Regulations 4 and 5 of the Import and Export (Registration) Regulations (Chapter 60E of the Laws of Hong Kong) sets out that every person who imports or exports any article other than an exempted article shall lodge with the Commissioner of Customs and Excise an accurate and complete import or export declaration relating to such article using services provided by a specified body, in accordance with the requirements that the Commissioner may specify. Every declaration shall be lodged within 14 days after the importation or exportation of the article to which it relates.

Any person who fails or neglects to do such declaration within 14 days after the importation or exportation of the article to which it relates without any reasonable excuse shall be liable to (1) a fine of HK$2,000 upon summary conviction; and (2) a fine of HK$100 in respect of every day during his failure or neglect to lodge such declaration in that manner continues commencing from the day following the date of conviction. Regulations 4 and 5 also provide that any person knowingly or recklessly lodges any declaration with the Commissioner that is inaccurate in any material particular shall be liable to a fine of HK$10,000 upon summary conviction.

As of the date of this prospectus, we confirm that our current products and business activities do not fall under the scope of the mandatory obligations under the Import and Export Ordinance. We will constantly monitor any legislative developments in the future that may have a material effect on our business.

Sale of Goods Ordinance (Chapter 26 of the Laws of Hong Kong)

The Sale of Goods Ordinance (“SOGO”) aims to codify the laws relating to the sale of goods and implies a number of terms into sale of goods contracts, particularly in relation to the title to the goods and the quality of the goods. In the absence of express drafting to the contrary, the presumptions laid down in SOGO shall apply to a sale of goods contract. Certain key sections are set out as follows.

Section 14 of SOGO provides that in a contract for sale, there is (a) an implied condition on the part of the seller that in the case of the sale, he has a right to sell the goods, and in the case of an agreement to sell, he will have a right to sell the goods at the time when the property is to pass; and (b) an implied warranty that the goods are free, and will remain free until the time when the property is to pass, from any charge or encumbrance not disclosed or known to the buyer before the contract is made and that the buyer will enjoy quiet possession of the goods except so far as it may be disturbed by the owner or other person entitled to the benefit of any charge or encumbrance so disclosed or known.

Section 15 of SOGO provides that where there is a contract for the sale of goods by description, there is an implied condition that the goods shall correspond with the description; and if the sale is by sample, as well as by description, it is not sufficient that the bulk of the goods corresponds with the sample if the goods do not also correspond with the description.

Section 16 of SOGO provides that where a seller sells goods in the course of a business, there is an implied condition that the goods supplied under the contract are of merchantable quality, except that there is no such condition (i) as regards to defects specifically drawn to the buyer’s attention before the contract is made; or (ii) if the buyer examines the goods before the contract is made, as regards defects which that examination ought to reveal; or (iii) if the contract is a contract by sample, as regards defects which would have been apparent on a reasonable examination of the sample.

Pursuant to section 17 of SOGO, where there is a contract for sale by sample, there are implied conditions that (i) the bulk shall correspond with the sample in quality; (ii) the buyer shall have a reasonable opportunity of comparing the bulk with the sample; and (iii) the goods shall be free from any defects, rendering them unmerchantable, which would not be apparent on reasonable examination of the sample.

As of the date of this prospectus, we confirm that we have complied with the SOGO by maintaining the quality and title of goods we supply in accordance with the requisite requirements, and no claims have been made against our Hong Kong subsidiaries under the SOGO. There is currently no material effect of the regulations discussed under this section on our business.

Supply of Services (Implied Terms) Ordinance (Chapter 457 of the Laws of Hong Kong)

The Supply of Services (Implied Terms) Ordinance (“SOSO”) ordinance aims to consolidate and amend the laws with respect to the terms to be implied in contract for the supply of services (including a contract for the supply of a service whether or not the goods are also transferred or to be transferred, or bailed or to be bailed by way of hire).

Section 5 of SOSO provides that, where the supplier is acting in the course of a business, there is an implied term that the supplier will carry out the service with reasonable care and skill. Section 6 of SOSO provides that, where the supplier is acting in the course of a business, the time for service to be carried out is not fixed by the contract, is not left to be fixed in a manner agreed by the contract or is not determined by the course of dealing between the parties, there is an implied term that the supplier will carry out the service within a reasonable time. Section 7 of SOSO provides that, if the consideration for the service is not determined by the contract, is not left to be determined in a manner agreed by the contract or is not determined by the course of dealing between the parties, there is an implied term that the party contracting with the supplier will pay a reasonable charge.

As of the date of this prospectus, we confirm that we have complied with the SOSO by maintaining suitable practices to ensure that services are supplied with reasonable care and skill, and no claims have been made against our Hong Kong subsidiaries under the SOSO. There is currently no material effect of the regulations discussed under this section on our business.

Trade Descriptions Ordinance (Chapter 362 of the Laws of Hong Kong)

The Trade Descriptions Ordinance (“TDO”) provides for, among others, the prohibition of false trade descriptions, false, misleading or incomplete information, false marks and misstatements in respect of goods provided in the course of trade or suppliers of such goods. In general, a person commits an offence if he:

(a)     in the course of any trade or business:

(i)     applies a false trade description to any goods; or

(ii)    supplies or offers to supply any goods to which a false trade description is applied; or

(b)    has in his possession for sale or for any purpose of trade or manufacture any goods to which a false trade description is applied.

In addition, pursuant to section 12 of TDO, a person also commits an offence if he imports or exports any goods to which a false trade description or forged trade mark is applied.

Under section 18 of TDO, the abovementioned offences are punishable by a fine of HK$500,000 and imprisonment for 5 years on conviction on indictment, or by a fine of HK$100,000 and imprisonment for 2 years on summary conviction.

As of the date of this prospectus, we confirm that we have complied with the TDO by maintaining practices to prevent false trade descriptions and misleading information, and no claims have been made against our Hong Kong subsidiaries under the TDO. There is currently no material effect of the regulations discussed under this section on our business.

Competition Ordinance (Chapter 619 of the Laws of Hong Kong)

The Competition Ordinance prohibits conduct that prevents, restricts or distorts competition in Hong Kong and mergers that substantially lessen competition in Hong Kong.

The Competition Ordinance includes, among other things:

•        The First Conduct Rule, which prohibits undertakings from making or giving effect to agreements or engaging in a concerted practice, or, as a member of an association of undertakings, make or give effect to a decision of the association, if the object or effect of the agreement, concerted practice or decision is to prevent, restrict or distort competition in Hong Kong;

•        The Second Conduct rule, which prohibits undertakings which have a substantial degree of market power in a market to abuse that power by engaging in conduct that has as its object or effect the prevention, restriction or distortion of competition in Hong Kong; and

•        The Merger Rule, which prohibits undertakings to directly or indirectly carry out a merger that has, or is likely to have, the effect of substantially lessening competition in Hong Kong.

Upon breach, the Competition Tribunal may impose pecuniary penalty, director disqualifications, and prohibition, damage and other orders against offenders. For pecuniary penalty, section 93 of the Competition Ordinance enables the Competition Tribunal to award a penalty up to 10% of the turnover of the undertakings involved for up to three years in which the contravention occurs.

As of the date of this prospectus, we confirm that we have complied with the Competition Ordinance by conducting our business in accordance with the First Conduct Rule, the Second Conduct Rule, and the Merger Rule, and there is currently no material effect of the regulations discussed under this section on our business.

Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong)

The PDPO imposes a statutory duty on data users to comply with the requirements of the six data protection principles (the “Data Protection Principles”) contained in Schedule 1 to the PDPO. The PDPO provides that a data user shall not do an act, or engage in a practice, that contravenes a Data Protection Principle unless the act or practice, as the case may be, is required or permitted under the PDPO. The six Data Protection Principles are:

•        Principle 1 — purpose and manner of collection of personal data;

•        Principle 2 — accuracy and duration of retention of personal data;

•        Principle 3 — use of personal data;

•        Principle 4 — security of personal data;

•        Principle 5 — information to be generally available; and

•        Principle 6 — access to personal data.

Non-compliance with a Data Protection Principle may lead to a complaint to the Privacy Commissioner. The Privacy Commissioner may serve an enforcement notice to direct the data user to remedy the contravention and prevent any recurrence of the contravention. A data user who contravenes an enforcement notice commits an offence that may lead to a fine and imprisonment.

The PDPO also gives data subjects certain rights, inter alia:

•        the right to be informed by a data user whether the data user holds personal data of which the individual is the data subject;

•        if the data user holds such data, to be supplied with a copy of such data; and

•        the right to request correction of any data the individual considers to be inaccurate.

The PDPO criminalizes, including, but not limited to, the misuse or inappropriate use of personal data in direct marketing activities, non-compliance with a data access request, and the unauthorized disclosure of personal data obtained without the relevant data user’s consent. An individual who suffers damage, including injury to feelings, by reason of a contravention of the PDPO in relation to his or her personal data may seek compensation from the data user concerned.

As of the date of this prospectus, we confirm that we have complied with the PDPO by maintaining data privacy practices in accordance with the Data Protection Principles, and there is currently no material effect of the regulations discussed under this section on our business.

Copyright Ordinance (Chapter 528 of the Laws of Hong Kong)

The Copyright Ordinance protects recognized categories of literary, dramatic, musical and artistic work, as well as sound recordings, films, broadcasts and cable programs, and typographical arrangement of published editions. Certain acts such as copying and/or issuing or making available copies to the public of a copyright work without the authorization from the copyright owner would constitute “primary infringement” of copyright which does not require knowledge of infringement.

In addition, a person may incur civil liability for “secondary infringement” under the Copyright Ordinance if that person possess, sells, lets for hire, distributes or deals with a copy of a work which is, and which he knows or has reason to believe to be, an infringing copy of the work for the purposes of or in the course of any trade or business without the consent of the copyright owner. However, the person will only be liable if, at the time he committed the act, he knew or had reason to believe that he was dealing with infringing copies.

Under section 118 of the Copyright Ordinance, a person commits a criminal offence if he, without the consent of the copyright owner of a copyright work, makes for sale or hire an infringing copy of the work or possess an infringing copy of the work with a view to its being, among others, sold or let for hire by any person for the purpose of or in the course of that trade or business.

As of the date of this prospectus, we confirm that we have complied with the Copyright Ordinance by maintaining practices against the infringement of the rights of a third-party copyright owner, and no claims have been made against our Hong Kong subsidiaries under the Copyright Ordinance. There is currently no material effect of the regulations discussed under this section on our business.

Trade Marks Ordinance (Chapter 559 of the Laws of Hong Kong)

The Trade Marks Ordinance provides for the registration, use and protection of trademarks. Under section 18 of the Trade Marks Ordinance, it is provided that a person infringes a registered trademark if the person uses in the course of trade or business a sign which is:

(a)     identical to the trademark in relation to goods or services which are identical to those for which it is registered;

(b)    identical to the trademark in relation to goods or services which are similar to those for which it is registered, and the use of the sign in relation to those goods or services is likely to cause confusion on the part of the public;

(c)     similar to the trademark in relation to goods or services which are identical or similar to those for which it is registered, and the use of the sign in relation to those goods or services is likely to cause confusion on the part of the public; or

(d)    identical or similar mark in relation to goods or services which are not identical or similar to those for which the trademark is registered, the trademark is entitled to protection under the Paris Convention as a well-known trademark, and the use of the sign, being without due cause, takes unfair advantage of, or is detrimental to, the distinctive character or repute of the trademark.

A person shall be treated as a party to any use of the material which infringes the registered trademark if he:

(a)     applies or causes to be applied a registered trademark or a sign similar to a registered trademark to material which is intended to be used for labelling or packaging goods, as a business paper, or for advertising goods or services; and

(b)    at the time the trademark or sign was applied to the material, he knew or had reason to believe that its application to the material was not authorized by the owner of the registered trademark or by a licensee.

Trademarks registered in other countries or regions are not automatically entitled to protection in Hong Kong unless they are also registered under the Trade Marks Ordinance. Nevertheless, trademarks which are not registered under the Trade Marks Ordinance may still obtain protection by the common law action of passing off, which requires proof of the owner’s reputation in the unregistered trademark, that the other person misrepresented his goods or services to be the goods or services under the unregistered trade mark and such person’s use of the trademark will cause damage to the owner.

As of the date of this prospectus, we confirm that we have complied with the Trade Marks Ordinance by registering our trade marks with relevant authorities and by maintaining practices against the infringement of the rights of a third party trade mark owner. No claims have been made against our Hong Kong subsidiaries under the Trade Marks Ordinance. There is currently no material effect of the regulations discussed under this section on our business.

Employment Ordinance (Chapter 57 of the laws of Hong Kong)

The Employment Ordinance (the “EO”) provides for, amongst other things, the protection of the wages of employees, to regulate general conditions of employment, and for matters connected therewith. EO provides the following entitlements or protections to an employee: (a) year-end payments; (b) maternity and paternity protection; (c) rest days; (d) protection against anti-union discrimination; (e) severance payment; (f) long service payment; (g) employment protection; (h) sickness allowance; (i) holidays with pay; (j) annual leave with pay.

Under section 25 of the EO, where a contract of employment is terminated, any sum due to the employee shall be paid to him/her as soon as it is practicable and in any case not later than seven days after the day of termination. Under section 63C of the EO, any employer who willfully and without reasonable excuse contravenes section 25 of the EO commits an offence and is liable to a fine of HK$350,000 and imprisonment for three years.

Further, under section 25A of the EO, if any wages or any sum referred to in section 25(2)(a) of the EO are not paid within seven days from the day on which they become due, the employer shall pay interest at a specified rate on the outstanding amount of wages or sum from the date on which such wages or sum become due up to the date of actual payment. Under section 63CA of the EO, any employer who willfully and without reasonable excuse contravenes section 25A of the EO commits an offence and is liable to a fine of HK$10,000.

As of the date of this prospectus, we confirm that we have complied with the EO by providing the requisite protections and entitlements to all our employees in Hong Kong, and there is currently no material effect of the regulations discussed under this section on our business.

Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong)

The Minimum Wage Ordinance establishes a statutory minimum wage regime to provide for a minimum wage at an hourly rate for employees employed under a contract of employment under the Employment Ordinance (Chapter 57 of the laws of Hong Kong), save for stipulated exceptions.

The statutory minimum wage was HK$40 per hour with effect from 1 May 2023 and was revised to HK$42.1 per hour with effect from 1 May 2025. Any provision of the employment contract which purports to extinguish or reduce the right, benefit or protection conferred on the employee by this Minimum Wage Ordinance is void.

As of the date of this prospectus, we confirm that we have complied with the Minimum Wage Ordinance by maintaining employee wages above the statutory minimum for our Hong Kong employees, and there is currently no material effect of the regulations discussed under this section on our business.

Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong)

Under the Mandatory Provident Fund Schemes Ordinance (“MPFSO”), employers are required to enroll their regular employees (except for certain exempted persons) aged between at least 18 but under 65 years of age and employed for 60 days or more in a Mandatory Provident Fund (“MPF”) scheme within the first 60 days of employment.

Section 7A of the MPFSO provides that an employer and its employee are each required to contribute to the relevant registered scheme an amount determined in accordance with MPFSO, which is currently 5% of the employee’s monthly relevant income, as mandatory contributions. Schedule 3 of the MPFSO provides that the maximum level of relevant income for contribution purposes is HK$30,000 per month if such employee is remunerated on a monthly basis.

An employer who, without reasonable excuse, fails to comply with requirements imposed on employers by the MPFSO may be liable on conviction to a fine of HK$350,000 and to imprisonment for three years.

As of the date of this prospectus, we confirm that we have complied with the MPFSO by enrolling all our Hong Kong employees (except for certain exempted persons) in an MPF scheme and have made all requisite contributions. There is currently no material effect of the regulations discussed under this section on our business.

Occupational Safety and Health Ordinance (Chapter 509 of the Laws of Hong Kong)

The Occupational Safety and Health Ordinance (“OSHO”) provides for the safety and health protection of employees in workplaces. Section 6 of the OSHO provides that every employer must, as far as reasonably practicable, ensure the safety and health of employees at work by:

(a)     providing and maintaining plant and work systems that are, so far as reasonably practicable, safe and without risks to health;

(b)    making arrangement for ensuring, so far as reasonably practicable, safety and absence of risks to health in connection with the use, handling, storage or transport of plant or substances;

(c)     providing all information, instruction, training and supervision to employees as may be necessary to ensure, so far as reasonably practicable, their safety and health at work;

(d)    providing and maintaining the workplace and access to and egress from the workplace in a condition that is, so far as reasonably practicable, safe and without risks to health; and

(e)     providing and maintaining work environment that is, so far as reasonably practicable, safe and without risks to health.

Failure to comply with any of the above provisions constitutes an offence and the employer is liable on conviction to a fine of HK$10,000,000. An employer who intentionally, knowingly or recklessly fails to comply with the above provisions commits an offence and is liable on conviction to a fine of HK$10,000,000 and to imprisonment for two years.

The Commissioner for Labor may also issue improvement notices against non-compliance of the OSHO, or suspension notices against an activity undertaken on the premises which may create risk of death or serious bodily injury. Failure to comply with such notices constitutes an offence punishable by a fine of HK$400,000 and HK$1,000,000 respectively and imprisonment of up to 12 months.

As of the date of this prospectus, we confirm that we have complied with the OSHO by maintaining reasonable workplace safety and health measures at all times, and there is currently no material effect of the regulations discussed under this section on our business.

Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong)

The Employees’ Compensation Ordinance (“ECO”) provides for the payment of compensation to employees who are injured in the course of their employment. It establishes a no-fault and non-contributory employee compensation system for work injuries sustained by employees as a result of an accident arising out of and in the course of employment or in respect of occupational diseases specified in the ECO suffered by the employees.

Under section 40 of the ECO, no employer shall employ any employee in any employment unless there is in force in relation to such employee a policy of insurance issued by an insurer for an amount not less than the applicable amount specified in the ECO. An employer who fails to comply with such requirement is liable on conviction to a fine of HK$100,000 and imprisonment for two years.

Under section 5 of the ECO, if an employee sustains an injury or dies as a result of an accident arising out of and in the course of his employment, his employer is generally liable to pay compensation even if the employee might have committed acts of faults or negligence when the accident occurred. Similarly, under section 32 of the ECO, if the incapacity or death of an employee results from an occupational disease and is due to the nature of any employment in which the employee was employed at any time within the prescribed period immediately preceding such incapacity or death, such employee is entitled to receive the same compensation as that payable to employees injured in occupational accidents.

As of the date of this prospectus, we confirm that we have complied with the ECO by maintaining an employees’ compensation insurance for our employees in Hong Kong, and no claims have been made against our Hong Kong subsidiaries under the ECO. As of the date of this prospectus, there is currently no material effect of the regulations discussed under this section on our business.

Occupiers Liability Ordinance (Chapter 314 of the Laws of Hong Kong)

The Occupiers Liability Ordinance regulates the duty which an occupier of premises owes to his visitors in respect of dangers due to the state of the premises or to things done or omitted to be done on them. Such duty is a common duty of care of such occupier to all his visitors to take such care as in all the circumstances of the case is reasonable to see that the visitor will be reasonably safe in using the premises for the purposes for which he is invited or permitted by the occupier to be there.

As of the date of this prospectus, we confirm that we have complied with the Occupiers Liability Ordinance by ensuring that our premises in Hong Kong are reasonably safe for visitors, and there is currently no material effect of the regulations discussed under this section on our business.

Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong)

The Inland Revenue Ordinance (the “IRO”) governs taxes on property, earnings and profits in Hong Kong. Section 14 of the IRO provides that profits tax shall be charged on every person carrying on a trade, profession or business in Hong Kong in respect of his assessable profits arising in or derived from Hong Kong for that year from such trade, profession or business (excluding profits arising from the sale of capital assets). Pursuant to Schedule 8B of the IRO, for years of assessment commencing on or after 1 April 2018, profits tax is chargeable on corporations at the rates of 8.25% on assessable profits up to HK$2,000,000 and 16.5% on any part of assessable profits over HK$2,000,000.

As of the date of this prospectus, we confirm that we have complied with the IRO and there is currently no material effect of the regulations discussed under this section on our business.

Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong)

Under the Stamp Duty Ordinance, the Hong Kong stamp duty is currently charged at the rate of 0.1% on the higher of the consideration for or the value of the shares, and is payable by the purchaser on every purchase and by the seller on every sale of Hong Kong shares. In other words, a total of 0.2% is payable on a typical sale and purchase transaction of Hong Kong shares. In addition, a fixed duty of HK$5 is payable on any instrument of transfer of Hong Kong shares. Where one of the parties is a resident outside Hong Kong and does not pay the stamp duty due by it, the stamp duty not paid will be assessed on the instrument of transfer (if any) and will be payable by the transferee. If no stamp duty is paid on or before the due date, a penalty of up to ten times the duty payable may be imposed.

As of the date of this prospectus, we confirm that we have complied with the Stamp Duty Ordinance for previous transfer of shares in our Hong Kong subsidiaries, and there is currently no material effect of the regulations discussed under this section on our business.

Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Chapter 615 of the Laws of Hong Kong)

The Anti-Money Laundering and Counter-Terrorist Financing Ordinance (“AMLO”) imposes requirements relating to client due diligence and record-keeping and provides regulatory authorities with the powers to supervise compliance with the requirements under the AMLO. In addition, the regulatory authorities are empowered to (i) ensure that proper safeguards exist to prevent contravention of specified provisions in the AMLO; and (ii) mitigate money laundering and terrorist financing risks.

The AMLO includes certain client due diligence requirements for financial institutions in Hong Kong to comply with when dealing with customers such as us, which we have complied with during the course of conducting our business. There is currently no material effect of the regulations discussed under this section on our business.

Regulations Related to Our Business Operations in mainland China

Laws and Regulations Relating to Medical Devices in Mainland China

As of the date of the prospectus, in accordance with the regulations relating to medical devices in Mainland China, Niche Medical has obtained (i) the Class II medical devices registration certificate (infusion pump) from Jiangsu Medical Products Administration, (ii) the Class II medical devices registration certificate (anesthesia laryngoscope) from Jiangsu Medical Products Administration, (iii) Class II medical device operation filing certificate from Xuzhou Municipal District of Economic and Technology Development, (iv) Class II medical device operation license from Xuzhou Municipal Administration of Market Regulation, and (v) certificate for exportation of medical products from Xuzhou Municipal Medical Products Administration.

Supervision over Medical Devices and their Classification

The main regulatory authorities of mainland China’s medical device industry include the State Administration for Market Regulation, or SAMR, the National Medical Products Administration, or NMPA, formerly the China Food and Drug Administration, or CFDA, the National Development and Reform Commission, or NDRC, the National Health Commission, or NHC, and the National Healthcare Security Administration, or NHSA.

The Regulations on the Supervision and Administration of Medical Devices, or the Regulations on Medical Devices, as amended by the State Council on December 6, 2024 and became effective on January 20, 2025, regulates entities that engage in the R&D, production, operation, use, supervision and administration of medical devices in mainland China. Medical devices are classified according to their risk levels. Class I medical devices are medical devices with low risks, and the safety and effectiveness of which can be ensured through routine administration. Class II medical devices are medical devices with moderate risks, which are strictly controlled and administered to ensure their safety and effectiveness. Class III medical devices are medical devices with relatively high risks, which are strictly controlled and regulated through special measures to ensure their safety and effectiveness.

The evaluation of the risk levels of medical devices takes into consideration the medical devices’ objectives, structural features, methods of use and other factors. Registration is required for Class II and Class III medical devices; and filing is required for Class I medical devices. Furthermore, to engage in the business operator of Class II medical devices, the operator shall file for record with the authority department, to engage in the business operator of Class III medical devices, the operator shall procure a permission with the authority department; distribution enterprises engaging in the wholesale of the medical devices of Class II and Class III and in the retail of the medical devices of Class III shall also establish the sales recording system; and to engage in the production of Class II or Class III medical devices, the producer shall procure a permission with the authority department; while to engage in the production of Class I medical devices, the producer shall file for record with the authority department. Violations of the Regulations on Medical Devices shall result in various penalties ranging from fines (fixed range or based on the values of the illegally manufactured goods in severe violations), confiscation of products illegally sold and illegally obtained gains, revoking licenses, suspension of business, being refused to review and approve the medical devices permit within five years after such violation, or even criminal liability.

As of the date of this prospectus, we confirmed that Niche Medical is in compliance with the regulation relating to the regulations regarding supervision over medical devices and their classification in mainland China.

Registration and Filing of Medical Device Products

Pursuant to the Measures for the Administration of Registration and Filing of Medical Devices, which were promulgated by the SAMR on August 26, 2021 and came into effect on October 1, 2021, Class I medical devices shall be subject to product filing, while Class II and Class III medical devices shall be subject to product registration. For Class I domestic medical devices, the applicant shall submit filing materials to the medical products administrative departments at the level of cities divided into districts. For Class II domestic medical devices, the medical products administrative departments of provinces, autonomous regions and municipalities directly under the Central Government shall be responsible for examination, and issuance of registration certificates for medical devices. For Class III domestic medical devices, the NMPA shall be responsible for examination, and issuance of registration certificates for medical devices. For Class I imported medical devices, applicant shall submit filing materials to the NMPA. In addition, the Measures for the Administration of Registration and Filing of Medical Devices also sets out provisions on R&D, clinical evaluation, verification of the registration system, product registration, change of registration, renewal of registration and filing of medical devices.

A registrant shall proactively carry out post-marketing research on a medical device to further confirm the safety, effectiveness and quality control of a medical device, and strengthen the management of the listed medical device. For registered Class II and Class III medical devices, if there are any substantial changes in the design, raw materials, production techniques, applicable scope and usage, among others which may impact its safety and effectiveness, the registrants shall apply to the original registration departments to modify its registration; for other changes, registrants shall file the modifications with the original registration departments within 30 days from the date of the changes.

The Good Clinical Practice for Medical Devices Trials promulgated by the NMPA and the NHC, which was last amended on March 24, 2022 and became effective on May 1, 2022 stipulates the procedural requirements for medical device clinical trials, including, among others, the protocol design, implementation, monitoring, verification, inspection, and data collection, recording, preservation, analysis, summary and reporting procedure of a clinical trial. When conducting clinical trials for medical devices, an applicant shall formulate scientific and reasonable clinical trial protocols according to the purpose of the trial, and consider comprehensively the risks, technical characteristics, scope of application and expected use of the medical devices. The applicant shall select appropriate and qualified clinical trial institutions and researchers according to the medical device, and enter into a contract with them to specify the rights and obligations of each party in the clinical trials of medical devices. The applicant for clinical trials of medical devices shall be responsible for initiating, applying, organizing and monitoring such clinical trials, and shall be responsible for the authenticity and compliance of the clinical trials.

As of the date of this prospectus, we confirmed that Niche Medical is in compliance with the Measures for the Administration of Registration and Filing of Medical Devices.

Regulations Regarding the Production of Medical Devices

Pursuant to the Regulations on Medical Devices, in addition to the medical device registration certificate, the medical device manufacturers shall file with the local NMPA at the municipal level or obtain a production license from the local NMPA at the provincial level before engaging in the production of medical devices. A medical device production license shall be valid for five years. The Measures for the Supervision and Administration of Medical Device Manufacture, was promulgated by the CFDA on July 20, 2004 and was last amended on March 10, 2022, which became effective on May 1, 2022, pursuant to which, in the event of entrusted manufacturing of medical devices, the medical devices registrant or the party undergoing filing shall assess the entrusted party’s quality assurance capabilities and risk management capabilities, and follow the guidelines for entrusted production to sign the quality agreement and the entrustment agreement with the entrusted party and to supervise the entrusted party to fulfill the obligations agreed upon in the agreement.

Pursuant to the Good Manufacturing Practice for Medical Devices, which was promulgated on December 29, 2014 and became effective on March 1, 2015, an enterprise engaging in the production of medical devices shall establish and maintain an effective quality control system in accordance with the requirements of the Good Manufacturing Practice for Medical Devices. The regulations set provisions on the organization and personnel, premises and facilities, equipment, document management, design and development, purchasing, production management, quality control, sales and after-sale services of medical devices. The enterprise shall establish a procurement control process and evaluate its suppliers by establishing

an examination system to ensure the purchased products are in compliance with the statutory requirements. The enterprise shall implement risk management procedures to the entire process from design and development, production, sales and after-sale services, and the measures taken shall be appropriate to the risks of the products.

As of the date of this prospectus, we confirmed that Niche Medical is in compliance with the regulations regarding the production of medical devices in mainland China.

Regulation Regarding the Operation of Medical Devices

According to the Administrative Measures for Supervision of the Operation of Medical Devices, which was promulgated by the CFDA on July 30, 2014 and was later amended on November 17, 2017, and March 10, 2022, which became effective on May 1, 2022, pursuant to which, an enterprise engaging in the operations of Class I medical devices is not required to obtain an approval or filing. An enterprise engaging in the operations of Class II medical devices is required to obtain a product filing with the food and drug supervision and administration departments of the city with districts where it is located. An enterprise engaging in the operations of Class III medical devices shall obtain an operation permit from the food and drug supervision and administration departments of the city with districts where it is located. No operation permit or filing is required for the registrant, record holder or manufacturer to sell its medical devices at its domicile or production sites; while an operation permit or filing is required to store and sell medical devices in other places. Distribution enterprises engaging in the wholesale of the medical devices of Class II and Class III and in the retail of the medical devices of Class III shall also establish the sales recording system.

As of the date of this prospectus, we confirmed that Niche Medical is in compliance with the regulations regarding the operation of medical devices in mainland China.

Regulations Regarding the Naming and Labeling of Medical Devices

In accordance with the Provisions on the Administration of Instructions and Labels of Medical Devices adopted at the executive meeting of the CFDA on June 27, 2014 and implemented on October 1, 2014, the contents in the instructions and labels of medical devices shall be scientific, true, complete, accurate and consistent with product features. Where the instructions and labels fail to meet the requirements set out in the provisions, the food and drug supervision and administration department at or above the county level shall impose penalties in accordance with Article 67 of the Regulation of Medical Devices.

The Naming Rules for the Generic Names of Medical Devices was promulgated by the CFDA and became effective from April 1, 2016. For purposes of strengthening the supervision and administration of medical devices and guaranteeing that generic names of medical devices are named in a scientific and standardized manner, the Naming Rules for the Generic Names of Medical Devices stipulates that medical devices sold and used within the territory of mainland China shall have a generic name.

As of the date of this prospectus, we confirmed that Niche Medical is in compliance with the regulations regarding the naming and labeling of medical devices in mainland China.

Regulations Regarding the Safety Control of Medical Devices

Pursuant to the Administrative Measures for Medical Device Recalls, which was promulgated by the former CFDA on January 25, 2017 and became effective on May 1, 2017, medical device manufacturers are responsible for reducing and eliminating product defects, and voluntarily recalling any defective products. Defective medical devices include products (i) that would cause unreasonable risk to human health and life during the normal use; (ii) that do not conform to the required standards, or the technical requirements stipulated on the product registration or filing; (iii) that do not comply with relevant quality management requirements on the production and operation of medical devices and may cause unreasonable risk; and (iv) that need to be recalled.

As defects may cause severe consequences, medical device recalls are divided into three classes, namely: (i) Class I recall, where the circumstances leading to the recall may cause, or have caused, serious harm to health; (ii) Class II recall, where the circumstances leading to the recall may cause, or have caused, temporary or reversible harm to health; or (iii) Class III recall, where the circumstances leading to the recall are not likely to cause harm, but a recall is necessary.

Medical device manufacturers shall determine the appropriate recall class based on the situation and design and implement an appropriate recall plan by taking into consideration the recall class and the sale and use of the medical devices. For Class I recalls, the recall notice shall be published on the NMPA website and major media channels of the central government. For Class II and Class III recalls, the recall notice shall be published on the website of the provincial level, autonomous regions or municipalities of food and drug administrative authority.

In accordance with the Administration Measures for Medical Device Adverse Events Monitoring and Re-evaluation which was issued on August 13, 2018 and became effective on January 1, 2019, the holder of the medical device registration certificate is obliged to collect information with respect to adverse events and report to the monitoring technical regulators in a timely manner. The adverse events are classified as individual medical device adverse events and group medical device adverse events. In the event an individual medical device adverse event occurs, the holder is required to conduct an investigation immediately and report its findings within seven days if a death has occurred or within 20 days if a serious injury, possible serious injury or possible death has occurred. In the event a group medical device adverse event occurs, the holder, business operator or user aware of the group medical device adverse event shall report to the competent regulatory authorities within 12 hours.

As of the date of the prospectus, Niche Medical has not been subject to any medical device recalls under applicable NMPA recall regulations.

Regulations Regarding Production and Quality Management of Medical Devices

Pursuant to the Measures for the Supervision and Administration of Medical Device Manufacture promulgated on July 20, 2004 and as amended on July 30, 2014, November 17, 2017 and March 10, 2022, and came into effect as of May 1, 2022, and the Standards on Production and Quality Management of Medical Devices promulgated by the CFDA on December 29, 2014 and in effect as of March 1, 2015, an enterprise engaged in the production of medical devices shall establish and effectively maintain a quality control system in accordance to the requirements of the Standards on Production and Quality Management of Medical Devices. The enterprise engaged in the production of medical devices shall regularly conduct comprehensive self-inspection on the operation of quality management system and submit this report to the local food and drug supervision and administration authorities before the end of every year. The enterprise shall also establish its procurement control procedures and assess its suppliers by establishing an examination system to ensure the purchased products are in compliance with the statutory requirements. The enterprise shall apply risk management to the whole process of design and development, production, sales and after-sale services.

Pursuant to the Notice of Four Guidelines including On-site Inspection Guidelines for the standards on Production and Quality Management of Medical Devices promulgated by the CFDA and in effect as of September 25, 2015, during the course of on-site verification of the registration of medical devices and on-site inspections of production licenses (including change production license), the inspection team shall, in accordance with the guidelines, issue recommended conclusions for on-site inspections, which shall be divided into “Passed,” “Failed” and “Reassessment after rectification.” During the supervision and inspection, if it is found that the requirements of the key items or ordinary items that may have direct impact on product quality are not satisfied, the enterprise shall suspend production and go through rectification. If it is found that the requirements of the ordinary items are not satisfied, and it does not directly affect product quality, the enterprise shall rectify such deficiency in a prescribed time. The regulatory authorities will examine and verify the recommended conclusions and on-site inspection materials submitted by the inspection group, and issue the final inspection results.

The inspection team has conducted several on-site inspections on our standards of production and quality management of medical devices during the track record period, the recommended conclusions issued by the inspection team were either “Passed” or satisfied “Reassessment after rectification” within the prescribed period and submitted to the inspection team.

As of the date of the prospectus, Niche Medical is not aware of any investigations, prosecutions, disputes, claims or other proceedings in respect of quality issues, nor has Niche Medical been subject to any penalty or can foresee any penalty to be made by any relevant PRC government authorities.

Regulations Regarding Good Clinical Practice for Medical Devices

On March 1, 2016, the CFDA and the National Health and Family Planning Commission jointly promulgated the Good Clinical Practice for Medical Devices, which was amended on March 24, 2022, and became effective on May 1, 2022. The regulations include full procedures for clinical trials of medical devices, including, among others, the protocol design, conduction, monitoring, verification, inspection, and data collection, recording, analysis and conclusion and reporting procedure of a clinical trial.

For conducting clinical trials of medical devices, an applicant shall organize to formulate scientific and reasonable clinical trial protocol based on the categories, risks and intended use of the medical devices for the clinical study. The applicant shall be responsible for the development and maintenance of the researcher’s manual, clinical trial protocol, informed consent form, case report form, relevant standard operating procedures and other relevant documents, and shall be responsible for organizing necessary training for the clinical trials. The applicant shall select the clinical trial institutions and its researchers from the qualified medical device clinical trial institutions according to the characteristics of the medical devices to be used in the clinical study.

As an applicant for clinical trials of medical devices, Niche Medical is responsible for initiating, applying, organizing and monitoring such clinical trials, and are responsible for the authenticity and reliability of the clinical trials. As of the date of this prospectus, we confirmed that Niche Medical is in compliance with the regulations regarding the good clinical practice for medical devices in mainland China.

Regulations Regarding Operation License for Medical Device

Pursuant to the Regulations on the Supervision and Administration of Medical Devices, amended by the State Council on December 6, 2024 and became effective on January 20, 2025, and the Measures on Supervision and Administration of Business Operations of Medical Devices, promulgated on July 30, 2014 and in effect as of May 1, 2022 (amended and in effect as of November 17, 2017), filing and licensing are not required for the operation of Class I medical devices. Operators engaged in the operation of Class II medical devices are subject to filing administration and will receive a medical device operation filing certificate upon the satisfaction of filing requirements, while operators engaged in the operation of Class III medical devices are subject to pre-approval licensing administration and will receive a medical device operation license upon receipt of approval for licensing. A medical device operation license is valid for five years and may be renewed six months prior to its expiration date. Distribution enterprises engaging in the wholesale of the medical devices of Class II and Class III and in the retail of the medical devices of Class III shall also establish the sales recording system.

To engage in business operations of medical devices, the following requirements shall be met by enterprises:

(1)    having a quality control institution or staff corresponding to the business scope and scale, and the staff shall have relevant education or professional titles certified by the state;

(2)    having operation and storage premises corresponding to the business scope and scale;

(3)    having storage conditions corresponding to the business scope and scale; warehouses are not required if all storage is commissioned to other operators of medical devices;

(4)    having a quality control system corresponding to the medical devices concerned; and

(5)    possessing the capability of professional guidance, technical training and after-sale service corresponding to the medical devices it operates; or it has come into an agreement on technical support with a relevant institution.

An enterprise to be engaged in business operations of Class III medical devices shall also have a computerized information management system compliant with quality standards to ensure traceability of products. An enterprise to be engaged in business operations of Class I or Class II medical devices is encouraged (but is not legally required) to set up such a system.

Niche Medical has obtained the Class II Medical Device Operation Filing Certificate on March 15, 2022 and the Medical Device Operation License on March 15, 2022. As of the date of this prospectus, we confirmed that Niche Medical is in compliance with the regulations regarding operation license for medical devices in mainland China.

Special Procedures for Examination and Approval of Innovative Medical Devices

On October 2017, the General Office of the CPC Central Committee and the General Office of the State Council issued the Opinions on Deepening the Reform of the Evaluation and Approval Systems and Encouraging Innovation on Drugs and Medical Devices, or the Opinions, which aim to encourage the innovation for medical devices.

Pursuant to the Opinions, the priority review and approval will be applicable to innovative medical devices supported by the National Science and Technology Major Projects and the National Key R&D Program of China, and the clinical trials of which having been conducted by the National Clinical Research Center, and approved by the management department of National Clinical Research Center. Pursuant to the Special Procedures for Examination and Approval of Innovative Medical Devices which were promulgated by the NMPA on November 2, 2018and in effect as of December 1, 2018, special procedures shall be applicable to the examination and approval for medical devices in the following circumstances:

(1)    if the applicant legally owns the invention patent of the core technology of the product through its technological innovation activities in the PRC, or legally obtained the invention patent or the right of use thereof through transfer in the PRC, and that the interval between the date of application for the special examination and approval of innovative medical devices to the date of authorized publication should not exceed five years; or the patent administration department of the State Council has disclosed the application for the invention patent of the core technology and the Patent Search and Consultation Center of the National Intellectual Property Administration of the PRC has issued the patent search report setting out the novelty and innovation of the core technology solution of the product;

(2)    the applicant has developed the prototype product and completed the preliminary research under a true and controllable process that generated complete and traceable data; and

(3)    the product has a major working mechanism or mechanism of action which is the first of its kind in the PRC, has fundamental improvement in product performance or safety compared with similar products, is of an internationally leading standard in terms of techniques and has significant clinical value. The Center for Medical Device Evaluation of the NMPA will give priority to the innovative medical devices in their technical review upon receiving the registration application, after which the NMPA will give priority to the product in its administrative approval.

As of the date of this prospectus, we confirmed that Niche Medical is not aware of any investigations, prosecutions, disputes, claims or other proceedings pursuant to the regulations regarding special procedures for examination and approval of innovative medical devices in mainland China.

Regulations Regarding Advertisements of Medical Devices

Pursuant to the Regulations on Tentative Measures for the Censorship of Advertisement for Drugs, Medical Devices, Dietary Supplements, Food Formula for Special Medical Purpose promulgated by SAMR on December 24, 2019 and in effect as of March 1, 2020, the State Administration for Market Regulation is responsible for organizing and guiding the review of advertisements for drugs, medical devices, health foods and formula foods for special medical purposes. The administration for market regulation and drug administration (hereinafter referred to as the “advertisement review authorities”) of all provinces, autonomous regions and centrally administered municipalities shall be responsible for the review of advertisements for drugs, medical devices, health food and formula food for special medical purposes, and may entrust other administrative authorities to implement review of advertisements pursuant to the law.

The validity period of the advertisement approval number for drugs, medical devices, health food and formula food for special medical purposes shall be consistent with the shortest validity period of the product registration certificate, filing certificate or production license. If no valid period is prescribed in the product registration certificate, filing certificate or production license, the valid period of the advertisement approval number shall be two years.

Advertisements for drugs, medical devices, health food and formula food for special medical purposes shall be true and legitimate and shall not contain any false or misleading contents. Advertisers shall be responsible for the veracity and legitimacy of the contents of advertisements for drugs, medical devices, health food and formula food for special medical purposes.

As of the date of this prospectus, we have not released any advertisements for the medical devices, and we are not aware of any investigations, penalties or other proceedings in this regard. In the future, we will obtain an approval number from the National Medical Products Administration (NMPA) or a local regulatory bureau in China, prior to publishing or disseminating any advertisements for the medical devices in China. However, the enforcement of such regulations is subject to the discretion of the advertisement review authorities, we cannot assure you that we will be able to meet these requirements on a timely basis, or at all.

Regulations Regarding National Medical Insurance Program

The national medical insurance program was adopted pursuant to the Decision of the State Council on the Establishment of the Urban Employee Basic Medical Insurance Program issued by the State Council on December 14, 1998, under which all employers in cities are required to enroll their employees in the Urban Employee Basic Medical Insurance Program and the insurance premium is jointly contributed by the employers and employees. Pursuant to the Opinions on the Establishment of the New Rural Cooperative Medical System forwarded by the General Office of the State Council on January 16, 2003, China launched the New Rural Cooperative Medical System to provide medical insurance for rural residents in selected areas which has since spread to the whole nation. The State Council promulgated the Guiding Opinions of the State Council about the Pilot Urban Resident Basic Medical Insurance on July 10, 2007, under which urban residents of the pilot district, rather than urban employees, may voluntarily join Urban Resident Basic Medical Insurance. In 2015, the PRC government announced the Outline for the Planning of the National Medical and Health Service System (2015-2020), which aims to establish a basic medical and health care system that covers both rural and urban citizens by 2020. On January 3, 2016, the State Council issued the Opinions on Integrating the Basic Medical Insurance Systems for Urban and Rural Residents to integrate the Urban Resident Basic Medical Insurance and the New Rural Cooperative Medical System and the establishment of a unified Basic Medical Insurance for Urban and Rural Residents, which will cover all urban and rural non-working residents expect for rural migrant workers and persons in flexible employment arrangements who participate in the basic medical insurance for urban employees.

With regard to reimbursement for medical devices and diagnostic tests, the Notice of Opinion on the Diagnosis and Treatment Management, Scope and Payment Standards of Medical Service Facilities Covered by the National Urban Employees Basic Medical Insurance Scheme (Lao She Bu Fa [1999] No. 22) prescribes the coverage of diagnostic and treatment devices and diagnostic tests where part of the fees is paid through the basic medical insurance scheme. It also includes a negative list that precludes certain devices and medical services from governmental reimbursement. Detailed reimbursement coverage and rate for medical devices and medical services (including diagnostic tests and kits) are subject to each province’s local policies.

As of the date of this prospectus, we confirmed that Niche Medical is in compliance with the regulations regarding national medical insurance program in mainland China.

Regulations Regarding Export Registration

Pursuant to Measures for the Supervision and Administration of Medical Device Manufacture promulgated by the CFDA and amended on November 17, 2017 and March 10, 2022, and came into effect as of May 1, 2022, CFDA, in accordance with the spirit of the Notice of Guo Ban Fa [94] No. 66 of the State Council, conducts inspections of safety and legality of the exported products manufactured by domestic enterprises, grants legitimate production license in China (if these products are sold within Chinese territory) and files the relevant product information by its branches at the level of a districted city for recordation. In accordance with international practice, the quality of exported medical devices is mainly supervised by the importing countries. However, some importing countries/regions may require exporting enterprises to provide Medical Device Product Export Sales Certificates issued by the CFDA. Pursuant to Announcement on Issuing the Provisions on the Administration of Medical Device Product Export Sales Certificates, promulgated by the CFDA and effective on September 1, 2015, such exporting enterprises may apply to the provincial departments of the CFDA at the places where enterprises are located for Medical Device Product Export Sales Certificates.

The predicate for obtaining Medical Device Product Export Sales Certificates is that the relevant production enterprises have obtained medical device product registration certificates and production licenses or have undergone the formalities for recordation and production recordation of medical device products in China. The valid period of Medical Device Product Export Sales Certificates, except being specified for one-time use, shall not expire after the earliest deadline of any certificate among various certificates submitted by the enterprise amid the application

materials, and shall be no longer than two years. Where the relevant materials submitted by an enterprise change, the enterprise shall report to the certificate issuing department in a timely manner. Where the relevant materials change, or the Medical Device Product Export Sales Certificate still needs to be used after its expiration, the enterprise shall apply for a new Medical Device Product Export Sales Certificate. Where the CFDA find that any relevant enterprises fail to meet the requirements of relevant regulations on production, they shall downgrade the credit ratings of such enterprises to lower levels, or, when any enterprises are considered to be failing to, or may no longer, meet the requirements for issuance of certificates, or the relevant materials submitted by the enterprises change, the provincial CFDA departments shall notify the relevant information in a timely manner.

Niche Medical has obtained the Certificate For Exportation of Medical Products (SXYJXC(苏徐药监械出) 20254254) on August 7, 2023 and renewed on September 5, 2025. As of the date of this prospectus, we confirmed that Niche Medical is in compliance with the regulations regarding export registration in mainland China.

Regulations Regarding Two-invoice System

According to the Notice of Publishing Opinions on Implementing Two-invoice System in Drug Procurement Among Public Medical Institutions (For Trial Implementation), which was issued on December 26, 2016, the “two-invoice system” refers to the system that requires one invoice to be issued from pharmaceutical manufacturers to pharmaceutical distributors and the other invoice to be issued from pharmaceutical distributors to medical institutions. The wholly owned or holding commercial company (only one commercial company is permitted in the whole country) or the domestic general agent for overseas drugs (only one domestic agent is permitted in the whole country) established by a pharmaceutical manufacturer or a group enterprise integrating science, industry and trade may be regarded as a manufacturer. The allocation of drugs between a pharmaceutical distribution group enterprise and its wholly owned (holding) subsidiaries or among its wholly-owned (holding) subsidiaries may not be regarded as a process for which an invoice should be issued, but one invoice is allowed to be issued at most.

Currently, some provinces in the PRC have formulated relevant rules and regulations to implement the “two-invoice system” in the field of medical consumables, for instance, the Notice on the Sharing of Transparent Procurement Results of Medical Devices (Medical Consumables) across the Province promulgated by the Fujian Provincial Medical Security Management Committee Office in July 2018, the Notice on Further Promoting the “Two Invoice System” on Medicines and Medical Consumables issued by eight local government departments of Shaanxi Province including Deepen Medical and Healthcare System Reform Leading Group Office of Shaanxi Province in July 2018, and the Opinions on Implementation of the “Two Invoice System” in Medical Consumables Procurement by Public Medical Institutions in Anhui Province (for Trial Implementation) issued by five local government departments of Anhui Province including Food and Drug Administration of Anhui Province in November 2017. The Notice of the General Office of the People’s Government of Jiangsu Province on Issuing the “13th Five Year Plan for Food and Drug Safety in Jiangsu Province” stipulates that in accordance with the requirements of deepening medical reform during the 13th Five Year Plan period, the “ Two-invoice System” for drug procurement will be implemented.

As of the date of this prospectus, we confirmed that Niche Medical is in compliance with the regulations regarding two-invoice system in mainland China.

Regulation Regarding to Internet Information Services and Internet Drug Information Service

On September 25, 2000, the State Council promulgated the Measures for the Administration of Internet Information Services, or the ICP Measures, as amended on January 8, 2011 and December 6, 2024. Under the ICP Measures, internet information services are categorized into commercial internet information services and non-commercial internet information services. The operators of non-commercial internet information services must file with relevant governmental authorities and operators of commercial internet information services in China must obtain an ICP license from the relevant governmental authorities. Further, the provision of particular information services, such as healthcare, medicine and medical advice must also comply with relevant laws and regulations and obtain approval from competent governmental authorities.

On November 17, 2017, the National Food and Drug Administration published the Administrative Measures on Internet Drug Information Services, or the Internet Drug Information Services Measures. The Internet Drug Information Services Measures apply to any activity of providing online users with drug (including medical devices) information through the internet. Internet drug information services are divided into two categories: commercial purpose and non-commercial purpose. The commercial internet drug information service refers to the activities which provide

online users with paid drug information and other services through the internet, while the non-commercial internet drug information service refers to the activities which provide online users with public and shared drug information and other services through the internet for free. The internet drug information is required to be scientifically accurate and in compliance with the laws and regulations governing drug and medical device administration. A company must obtain an Internet Drug Information Services Certificate before engaging in the regulated activity. In the case of any engagement in internet drug information services without obtaining or making use of the Internet Drug Information Services Certificate beyond the period of validity thereof, a warning may be issued and the parties concerned may be ordered to suspend from engaging in any internet drug information service.

As of the date of this prospectus, Niche Medical has not engaged in the provision of internet information services or internet drug information services.

Regulations Regarding Medical Software

Pursuant to the Regulations on the Supervision and Administration of Medical Devices, amended by the State Council on December 6, 2024 and became effective on January 20, 2025, clearly defines the concept of “medical devices” and states that medical devices refer to instruments, equipment, devices, in vitro diagnostic reagents and calibrators, materials, and other similar or related items directly or indirectly used for the human body, including required computer software. Therefore, medical software belongs to medical devices and is also subject to the management of the “Regulations on the Supervision and Administration of Medical Devices” and related regulations. Violations of the Regulations on Medical Devices shall result in various penalties ranging from fines (fixed range or based on the values of the illegally manufactured goods in severe violations), confiscation of products illegally sold and illegally obtained gains, revoking licenses, suspension of business, being refused to review and approve the medical devices permit within five years after such violation, or even criminal liability.

On March 7, 2022, the Medical Device Technical Review Center of the National Medical Products Administration simultaneously released the “Guiding Principles for Medical Device Software Registration Review”, “Guiding Principles for Medical Device Network Security Registration Review”, and “Guiding Principles for Artificial Intelligence Medical Device Registration Review”. The Guiding Principles for Medical Device Software Registration Review explicitly state that “medical device software” includes: (1) Software as a Medical Device (“SaMD”) refers to software that has one or more medical purposes/uses, can complete its intended use without the need for medical device hardware, and runs on a general-purpose computing platform; and (2) Software in a Medical Device (“SiMD”) refers to software that has one or more medical purposes/uses, controls/drives medical device hardware, or runs on a medical computing platform. If medical device software has one or more of the three functions of electronic data exchange, remote access and control, and user access, network security issues must be considered. Specific requirements can be found in the relevant guidelines for medical device network security.

According to the latest revised “Classification Catalogue of Medical Devices”, medical software (referring only to SaMD, excluding SiMD) can be divided into two categories based on their intended use: “auxiliary diagnosis” and “treatment”. According to the processing object, it can be divided into three situations: “imaging”, “data”, and “imaging and data”. Furthermore, the “Classification Catalogue of Medical Devices” divides medical software into 6 primary product categories and 13 secondary product categories, all of which are classified as Class II and Class III of medical devices.

As of the date of this prospectus, Niche Medical does not engage in the sales of medical software.

Regulations Relating to Customer Rights Protection

The PRC Customer Rights and Interests Protection Law, or Customer Protection Law, as amended on October 25, 2013 and effective on March 15, 2014, sets out the obligations of business operators and the rights and interests of the customers. Pursuant to this law, business operators must guarantee that the commodities they sell satisfy the requirements for personal or property safety, provide customers with authentic information about the commodities, and guarantee the quality, function, usage and term of validity of the commodities. Failure to comply with the Customer Protection Law may subject business operators to civil liabilities such as refunding purchase prices, exchange of

commodities, repairing, ceasing damages, compensation, and restoring reputation, and even subject the business operators or the responsible individuals to criminal penalties if business operators commit crimes by infringing the legitimate rights and interests of customers.

As of the date of this prospectus, we confirmed that Niche Medical is in compliance with the regulations to customer rights protection in mainland China.

Regulations Relating to Leasing

Pursuant to the Law on Administration of Urban Real Estate, when leasing premises, the lessor and lessee are required to enter into a written lease contract, containing such provisions as the leasing term, use of the premises, rental and repair liabilities, and other rights and obligations of both parties.

According to the Civil Code of PRC, which took effect from January 1, 2021, the lessee may sublease the leased premises to a third party, subject to the consent of the lessor. Where the lessee subleases the premises, the lease contract between the lessee and the lessor remains valid. The lessor is entitled to terminate the lease agreement if the lessee subleases the premises without the prior consent of the lessor.

Pursuant to the Administrative Measures for Commodity Housing Tenancy issued by the Ministry of Housing and Urban-Rural Development on December 1, 2010 and in effect as of February 1, 2011, the parties concerned to a housing tenancy shall go through the housing tenancy registration formalities with the competent construction (real estate) departments of the municipalities directly under the central government, cities and counties where the housing is located within 30 days after the housing tenancy contract is signed. According to Article 706 of the Civil Code of PRC, if a party fails to complete the registration and filing procedures for a lease contract in accordance with laws and administrative regulations, it shall not affect the validity of the contract.

As of the date of this prospectus, Niche Medical does not have any lease agreements for premises.

Regulations Relating to Intellectual Property

China has adopted comprehensive legislation governing intellectual property rights, including trademarks and copyrights. China is a signatory to the primary international conventions on intellectual property rights and has been a member of the Agreement on Trade Related Aspects of Intellectual Property Rights since its accession to the World Trade Organization (WTO) in December 2001. In terms of international conventions, China has entered into (including, but not limited to) the Agreement on Trade-Related Aspects of Intellectual Property Rights, the Paris Convention for the Protection of Industrial Property, the Madrid Agreement Concerning the International Registration of Marks and the Patent Cooperation Treaty.

Patents

According to the Patent Law of the PRC promulgated by the Standing Committee of the National People’s Congress on March 12, 1984 with the current effective version in effect as of June 1, 2021, and the Implementation Rules of the Patent Law of the PRC, which was promulgated by the State Council in June 2001 and last amended on December 11, 2023, there are three types of patents in the PRC: invention patents, utility model patents and design patents. The protection period is 20 years for an invention patent, 10 years for a utility model patent and 15 years for a design patent, which terms commence from their respective application dates. The Chinese patent system adopts a “first-to-file” principle, which means that where more than one person files a patent application for the same invention, a patent will be granted to the person who files the application first. To be patentable, invention or utility models must meet three criteria demonstrating: novelty, inventiveness and practicability. A third party must obtain consent or a proper license from the patent owner to use the patent. Otherwise, the use constitutes an infringement of the patent rights. Any individual or entity that utilizes a patent or conducts any other activities that infringe upon a patent without prior authorization of the patent holder shall pay compensation to the patent holder and is subject to a fine imposed by relevant administrative authorities and, if constituting a crime, shall be held criminally liable in accordance with the law. According to the Patent Law of the PRC, any organization or individual that applies for a patent in a foreign country for an invention or utility model patent established in China is required to report to the National Intellectual Property Administration, or the NIPA, for confidentiality examination.

As of the date of this prospectus, Niche Medical has registered twenty-eight (28) patents in China.

Copyright

Copyright in the PRC, including copyrighted software, is principally protected under the Copyright Law of the PRC and related rules and regulations. Under the Copyright Law, promulgated in September 1990, implemented in June 1991, amended in October 2001, February 2010 and November 2020, and effective on June 1, 2021, the term of protection for copyrighted software is 50 years. The Regulation on the Protection of the Right to Communicate Works to the Public over Information Networks, as most recently amended on January 30, 2013, provides specific rules on fair use, statutory license, and a safe harbor for use of copyrights and copyright management technology and specifies the liabilities of various entities for violations, including copyright holders, libraries and internet service providers.

As of the date of this prospectus, Niche Medical has not registered any copyright in China.

Trademark

According to the Trademark Law of the People’s Republic of China, promulgated by the SCNPC in August 1982, and last amended in April 2019, the period of validity for a registered trademark is ten years, commencing on the date of registration. The registrant shall go through the formalities for renewal within twelve months prior to the expiry date of the trademark if continued use is intended. Where the registrant fails to do so, a grace period of six months may be granted. The validity period for each renewal of registration is ten years, commencing on the day immediately after the expiry of the preceding period of validity for the trademark. In the absence of a renewal upon expiry, the registered trademark shall be cancelled. Industrial and commercial administrative authorities have the authority to investigate any behavior that infringes the exclusive right under a registered trademark in accordance with the law. In case of a suspected criminal offense, the case shall be timely referred to a judicial authority and decided according to the law.

As of the date of this prospectus, Niche Medical has registered four (4) trademarks in China.

Domain Names

Domain names are protected under the Administrative Measures on the Internet Domain Names, which was promulgated by the Ministry of Industry and Information Technology in August 2017, and the Implementing Rules on Registration of National Top-level Domain Names, which were promulgated by China Internet Network Information Center in and came into effect in June 2019. The Ministry of Industry and Information Technology, or the MIIT, is the main regulatory body responsible for the administration of PRC internet domain names. Domain name registrations are handled through domain name service agencies established under the relevant regulations, and the applicants become domain name holders upon successful registration. The MIIT released the Circular on Regulating the Use of Domain Names in Internet Information Services on November 27, 2017, effective from January 1, 2018, which provides that the domain names used by the internet information service provider in providing internet information services shall be registered and owned by such internet information service provider, and if the internet information service provider is a legal entity, the domain name registrant shall be the legal entity (or any of its shareholders), or its principal or senior manager.

As of the date of this prospectus, Niche Medical has registered one (1) domain.

Trade Secrets

According to the PRC Anti-Unfair Competition Law, which was promulgated by the Standing Committee of the NPC in September 1993 and last amended in June 2025, the term “trade secrets” refers to technical and business information that is unknown to the public, has utility, may create business interests or profits for its legal owners or holders, and is maintained as a secret by its legal owners or holders. Under the PRC Anti-Unfair Competition Law, business persons are prohibited from infringing others’ trade secrets by: (1) obtaining the trade secrets from the legal owners or holders by any unfair methods such as theft, bribery, fraud, coercion, electronic intrusion, or any other illicit means; (2) disclosing, using or permitting others to use the trade secrets obtained illegally under item (1) above; (3) disclosing, using or permitting others to use the trade secrets, in violation of any contractual agreements or any requirements of the legal owners or holders to keep such trade secrets in confidence; or (4) instigating, inducing or assisting others

to violate a confidentiality obligation or to violate a legal holder’s requirements on keeping confidentiality of trade secrets, disclosing, using or permitting others to use the trade secrets of such holder. If a third party knows or should have known of the above-mentioned illegal conduct but nevertheless obtains, uses or discloses trade secrets of others, the third party may be deemed to have committed a misappropriation of the others’ trade secrets. The parties whose trade secrets are being misappropriated may petition for administrative corrections, and regulatory authorities may stop any illegal activities and fine infringing parties.

As of the date of this prospectus, we confirmed that Niche Medical is in compliance with the regulations regarding trade secrets in mainland China.

Regulations Relating to Labor

Labor Law and Labor Contract Law

The Labor Law of the PRC, or the Labor Law, and its implementation rules provide that enterprises and institutions must establish and improve work safety and health system, strictly enforce national regulations and standards on work safety and health, and carry out work safety and health education for workers. Under such laws and rules, safety and health facilities shall meet national standards. Enterprises and institutions shall provide workers with safe and healthy conditions meeting national rules and standards on labor protection.

The Labor Contract Law of the PRC, or the Labor Contract Law, and its implementation rules provide requirements concerning employment contracts between an employer and its employees. If an employer fails to enter into a written employment contract with an employee within one year from the date on which the employment relationship is established, the employer must rectify the situation by entering into a written employment contract with the employee and pay the employee twice the employee’s salary for the period from the one-month anniversary of the commencement date of the employment relationship to the day prior to the execution of the written employment contract. The Labor Contract Law and its implementation rules also require compensation to be paid upon certain terminations. In addition, if an employer intends to enforce a non-compete provision in an employment contract or non-competition agreement with an employee, it has to compensate the employee on a monthly basis during the term of the restriction period after the termination or expiry of the labor contract. Employers in most cases are also required to provide severance payment to their employees after their employment relationship is terminated. According to the Labor Contract Law, if an employer requires the employees to work overtime, it shall pay the worker legally required working overtime salaries. When the employer fails to pay the relevant working overtime salary, it will be ordered to pay compensation to the employees at amount based on the actual working overtime salary that has not been duly paid.

Pursuant to the Interim Provisions on Labor Dispatch, which was promulgated by the Ministry of Human Resources and Social Security on January 24, 2014, effective from March 1, 2014, employers may employ dispatched workers in temporary, auxiliary or substitutable positions, provided that the number of dispatched workers shall not exceed 10% of the total number of its workers. Pursuant to the Labor Law, if the employer violates the relevant labor dispatch regulations, the labor administrative department shall order it to make corrections within a prescribed time limit; if it fails to make corrections within the time limit, a penalty will be imposed on the basis of more than RMB5,000 (approximately US$718.58) and less than RMB10,000 (approximately US$1,442) per person.

As of the date of this prospectus, Niche Medical has executed written employment contracts with all of its employees.

Social Insurance and Housing Provident Fund

The PRC governmental authorities have passed a variety of laws and regulations regarding social insurance and housing funds from time to time, including, among others, the Social Insurance Law of the People’s Republic of China, the Regulation of Insurance for Labor Injury, the Regulations of Insurance for Unemployment, the Provisional Insurance Measures for Maternal Employees, the Interim Administrative Provisions on Registration of Social Insurance and the Administrative Regulations on the Housing Provident Fund. Pursuant to these laws and regulations, enterprises in the PRC shall provide their employees with welfare schemes covering pension insurance, unemployment insurance, maternity insurance, occupational injury insurance and medical insurance, as well as housing fund and other welfare plans. Niche Medical has complied with its mandatory social insurance obligations by making full contributions for all employees. But Niche Medical does not provide housing funds to its employees. This failure to comply with such

According to the Notice on Promoting the Implementation of Corporate Income Tax Policies for Advanced Technology Service Enterprises Nationwide, or the Notice, effective in January 2017, an enterprise which is recognized as an “Advanced Technology Service Enterprise” under such Notice enjoys a reduced enterprise income tax rate of 15%.

In 2009, the State Administration of Taxation, or the SAT, issued the Circular of the State Administration of Taxation on Issues Relating to Identification of PRC-Controlled Overseas Registered Enterprises as Resident Enterprises in accordance with the De Facto Standards of Organizational Management, or SAT Circular 82, which was amended on December 29, 2017, and provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in SAT Circular 82 may reflect the SAT’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises. According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of senior management to carry out daily operations or perform their duties is in China; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in China; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholders’ meeting minutes, are located or maintained in China; and (iv) at least 50% of the voting board members or senior executives habitually reside in China.

The SAT issued the Public Notice Regarding Certain Enterprise Income Tax Matters on Indirect Transfer of Properties by Non-Resident Enterprises, or SAT Public Notice 7, in February 2015, and last amended on December 29, 2017. SAT Public Notice 7 extends its tax jurisdiction to not only indirect transfers but also transactions involving transfer of other taxable assets, through the offshore transfer of a foreign intermediate holding company.

The SAT also issued the Public Notice on Issues Relating to Withholding at Source of Income Tax of Non-resident Enterprises, or the SAT Public Notice 37, in October 2017, and amended on June 15, 2018, which came into effect on December 1, 2017. According to SAT Public Notice 37, where the non-resident enterprise fails to declare its tax payable pursuant to Article 39 of the EIT Law, the tax authority may order it to pay its tax due within required time limits, and the non-resident enterprise shall declare and pay its tax payable within such time limits specified by the tax authority.

According to the Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Prevention of Fiscal Evasion with Respect to Taxes on Income, or the Double Tax Avoidance Arrangement, which was promulgated and came into effect in August 2006, and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5%. However, based on the Circular on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, which was promulgated by the SAT in February 2009, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment. Based on the Announcement on Certain Issues with Respect to the “Beneficial Owner” in Tax Treaties, which was promulgated by the SAT in February 2018 and came into effect in April 2018, if an applicant’s business activities do not constitute substantive business activities, it could result in the negative determination of the applicant’s status as a “beneficial owner”, and consequently, the applicant could be precluded from enjoying the above-mentioned reduced income tax rate of 5% under the Double Tax Avoidance Arrangement.

Value-Added Tax and Business Tax

Pursuant to applicable PRC tax regulations, any entity or individual conducting business in the service industry used to be generally required to pay a business tax at the rate of 5% on the revenues generated from providing such services. However, if the services provided are related to technology development and transfer, such business tax may be exempted, subject to approval by the relevant tax authorities. Whereas, pursuant to the Provisional Regulations on Value-Added Tax of the PRC and its implementation regulations, unless otherwise specified by relevant laws and regulations, any entity or individual engaged in the sales of goods, provision of processing, repairs and replacement

MANAGEMENT

Directors and Executive Officers

The following table sets forth information regarding our directors and executive officers as of the date of this prospectus.

The following is a brief biography of each of our executive officers, directors, and director nominees:

Kit Ying Kwan — Chairwoman of the Board of Directors and Chief Executive Officer

Ms. Kwan joined the Company as the chief executive officer and the chairwoman of the Board of Directors July 2022. Ms. Kwan has been working as the CEO and director of BM HK since 2003 and is responsible for decision-making in all major business operations of BM HK. Ms. Kwan formulates and implements BM HK’s long-term development strategies, drives the business expansion and successfully establishes BM HK as a well-known medical equipment company in Hong Kong. Ms. Kwan built an efficient and professional team in BM HK and created a positive work environment. Ms. Kwan is excellent with strengthen collaboration with international medical equipment companies, introduced advanced technology and products to BM HK.

Rui (Kerrie) Zhang — Chief Financial Officer

Ms. Rui Zhang joined the Company as the chief financial officer (“CFO”) in April 2025. Ms. Zhang worked as the CFO from August 2019 until April 24, 2025 in Akso Health Group (“Akso”, Nasdaq: AHG), a service provider of cancer treatment and radiation treatment. Ms. Zhang was responsible for the operation and financial management of the company in the U.S. capital market, leading the financial accounting team and providing financial analysis and risk assessment for key strategic decisions for the management. From April 2017 to August 2019, Ms. Zhang was the financial reporting director of Akso, in charge of the auditing and preparation of the company’s quarterly and annual reporting, and coordinated the timely financial disclosures.

David Garcia Galvez — Executive Director

Mr. David Garcia Galvez joined the Company as an executive director in November 2024. Mr. Galvez is currently the sole director and sole shareholder of Pioneer Net Info Services Limited. Since joining Pioneer Net in 2024, Mr. Galvez is responsible for Pioneer Net’s product business planning, the formulation of key technology architecture and the research of related new technologies, i.e. big data/artificial intelligence, etc. Mr. Galvez organized teams to complete product design and research and development. Mr. Galvez led the teams to conduct in-depth research on the integration of technology and information. Mr. Galvez received his bachelor’s degree in information technology from Saint Paul University in Cagayan, Tuguegarao in 2007.

Leo De Guzman Vega — Director

Mr. Leo De Guzman Vega joined the Company as a director in November 2024. Mr. Vega has been the general manager of Yosicil Trading Limited since March 2022, in charge of analyzing the data changes in connection with the market environment and the company’s development strategy and providing decision support for the management. From January 2019 to March 2022, Mr. Vega was the general manager in Guangmai Technology Limited, a company in the medical device industry, responsible for supervising financial health, budgeting and cost control and setting profit goals. Mr. Vega received his bachelor’s degree in Jose Rizal University in auditing in 2018.

James Russell Campbell — Independent Director

Mr. James Russel Campbell was appointed as an independent director in November 2024. Mr. Campbell was the general manager of Campbells Creek Stone in St. Albans, West Virginia and Barranquilla, Colorado from June 2022 to December 2024, in charge of commodities and equipment sales, mineral rights and permits. Mr. Campbell worked as a reseller in Hydrogen on Demand Technologies from August 2016 to June 2022, in charge of installing the dual fuel D-HAT 1000 onboard hydrogen generator for diesel engines. Mr. Campbell receives a bachelor’s degree in English from Vanderbilt University in 1982 and a master’s degree in business administration from University of Oklahoma in 2015.

Daniel Stephen Szubielski — Independent Director

Mr. Daniel S. Szubielski was appointed as an independent director in November 2024. From March 2024 until now, Mr. Szubielski worked with Faith Asset Management LLC as a manager on physical asset management and commodities trading. Mr. Szubielski was a director in business development of Niagara Worldwide LLC from April 2022 to March 2024. He co-managed a US$350 million investment portfolio of physical commodity, industrial & energy assets, headed business development for new acquisitions of physical assets and arranged debt financing for mergers and acquisition opportunities, and sanctioned liquidations/auctions of surplus industrial equipment and raw materials. From February 2021 to July 2021, Mr. Szubielski was a junior trader in mineral ores and concentrates with Trafigura A.G., engaged in Commercial trading and traffic operations of non-ferrous ores/concentrates, iron ore and related minerals. From August 2022 to February 2021, Mr. Szubieski worked in the sales and marketing with DFM Coal LLC, where he successfully brokered the acquisition of the DFM coal property in West Virginia, US. Mr. Szubielski received his bachelor’s degree in business from Oakland University in Rochester Hills, Michigan in 2007 and another bachelor’s degree in finance and Chinese language & studies from Beijing Foreign Affairs University in Beijing, China in 2010.

Justin Christopher Evans — Independent Director

Mr. Justin Christopher Evans was appointed as a director of the Company in April 2025. Mr. Evans has been the chief executive officer of Evans Public Affairs since February 2012, responsible for evaluating the financial and operating results, evaluating investment projects, supervising the budge control, managing client work in business development, political consulting and strategic public relations in the entertainment industry, and managing multiple projects to develop customized proposals for the clients. From July 2020 to November 2020, Mr. Evans also served briefly on a team of professionals at the White House, tasked with coordinating travel for government officials in various campaign events, and managed on-site personnel to ensure timely and efficient work progress. Mr. Evans received his bachelor’s degree in political science from Clemson University in 2006, and his master’s degree in strategic public relations from George Washington University in 2009.

For additional information, see “Description of Share Capital — Directors.”

Family Relationships

None of our directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.

Controlled Company

Upon completion of this offering, Leo De Guzman Vega, through InnoFuture, will beneficially own approximately 60.30% of the aggregate voting power of our issued and outstanding Class A and Class B Ordinary Shares collectively, assuming no exercise of the over-allotment option, or 59.90% assuming full exercise of the over-allotment option. As a result, we will be deemed a “controlled company” for the purpose of the Nasdaq listing rules. As a controlled company, we are permitted to elect to rely on certain exemptions from the obligations to comply with certain corporate governance requirements, including:

•        the requirement that our director nominees be selected or recommended solely by independent directors;

•        the requirement that a majority of the board of directors consist of independent directors;

•        the requirement for an annual performance evaluation of the nominating and governance committee and compensation committee; and

•        the requirement that we have a nominating and corporate governance committee and a compensation committee that are composed entirely of independent directors with a written charter addressing the purposes and responsibilities of the committees.

We have elected to reply on the exemption of not having a majority of the board of directors being independent directors, and we may elect to rely on more exemptions in the future. If so, you would not have the same protection afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Board of Directors

Our board of directors will consist of six directors upon the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. A director is not required to hold any shares in our company by way of qualification. A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with us is required to declare the nature of the director’s interest at a meeting of our directors.

A general notice given to the directors by any director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so consummated.

Subject to the Nasdaq listing rules and disqualification by the chairman of the relevant board meeting, a director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the directors at which any such contract or transaction or proposed contract or transaction shall come before the meeting for consideration.

The directors may from time to time at their discretion exercise all the powers of the company to raise or borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, and to issue debentures, debenture stocks, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the company or of any third party. None of our directors has a service contract with us that provides for benefits upon termination of service.

Committees of the Board of Directors

We will establish three committees under the board of directors immediately upon the effectiveness of our registration statement on Form F-1, of which this prospectus is a part: an audit committee, a compensation committee and a nominating and corporate governance committee. We will adopt a charter for each of the three committees. Each committee’s members and functions are described below.

Audit Committee

Our audit committee will consist of three members. Justin Christopher Evans will be the chairperson of our audit committee. We have determined that each of Justin Christopher Evans, James Russell Campbell and Daniel Stephen Szubielski will satisfy the “independence” requirements of the Nasdaq listing rules under and Rule 10A-3 under the Securities Exchange Act. Our board also has determined that Leo De Guzman VEGA qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses financial sophistication within the meaning of the Nasdaq listing rules. The audit committee will oversee our accounting and financial reporting processes and the audits of our financial statements. The audit committee will be responsible for, among other things:

•        selecting our independent registered public accounting firm and pre-approving all auditing and non-auditing services performed by our independent registered public accounting firm;

•        reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response;

•        reviewing and approving all proposed related-party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;

•        discussing the annual audited financial statements with management and our independent registered public accounting firm;

•        annually reviewing and reassessing the adequacy of our audit committee charter;

•        meeting separately and periodically with management and our independent registered public accounting firms;

•        reporting regularly to the full board of directors; and

•        performing such other matters that are specifically delegated to our audit committee by our board of directors from time to time.

Compensation Committee

Our compensation committee will consist of three members. James Russell Campbell will be the chairperson of our compensation committee. We have determined that each of Justin Christopher Evans, James Russell Campbell and Daniel Stephen Szubielski will satisfy the “independence” requirements of the Nasdaq listing rules and Rule 10C-1 under the Securities Exchange Act. The compensation committee will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee will be responsible for, among other things:

•        reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers;

•        reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors;

•        reviewing and making recommendations to the board of directors with respect to the compensation of our directors;

•        reviewing periodically and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans; and

•        selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee will consist of three members. Daniel Stephen Szubielski will be the chairperson of our nominating and corporate governance committee. Each of Justin Christopher Evans, James Russell Campbell and Daniel Stephen Szubielski will satisfy the “independence” requirements of the Nasdaq listing rules. The nominating and corporate governance committee will assist the board of directors in selecting directors and in determining the composition of our board and board committees. The nominating and corporate governance committee will be responsible for, among other things:

•        identifying and recommending nominees for election or re-election to our board of directors, or for appointment to fill any vacancy;

•        reviewing annually with our board of directors its composition in light of the characteristics of independence, age, skills, experience and availability of service to us;

•        identifying and recommending to our board the directors to serve as members of committees;

•        advising the board periodically with respect to developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations;

•        making recommendations to our board of directors on corporate governance matters and on any corrective action to be taken; and

•        monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure compliance.

Duties of Directors

Under Cayman Islands law, our directors owe three types of duties to us: (i) statutory duties; (ii) fiduciary duties; and (iii) common law duties. The Companies Act (Revised) of the Cayman Islands imposes a number of statutory duties on a director. A Cayman Islands director’s fiduciary duties are not codified, however the courts of the Cayman Islands have held that a director owes the following fiduciary duties: (a) a duty to act in what the director bona fide considers to be in the best interests of the company, (b) a duty to exercise their powers for the purposes they were conferred, (c) a duty to avoid fettering his or her discretion in the future; and (d) a duty to avoid conflicts of interest and of duty. The common law duties owed by a director are those to act with skill, care and diligence that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the Company and, also, to act with the skill, care and diligence in keeping with a standard of care commensurate with any particular skill they have which enables them to meet a higher standard that a director without those skills.

In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as may be amended and restated from time to time, including the class rights vested thereunder in the holders of the shares. We have the right to seek damages where certain duties owed by any of our directors are breached.

Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The functions and powers of our board of directors include, among others:

•        convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings;

•        declaring dividends and distributions;

•        appointing officers and determining the term of office of officers;

•        exercising the borrowing powers of our company and mortgaging the property of our company;

•        approving the transfer of shares of our company, including the registering of such shares in our share register; and

•        maintaining or registering a register of mortgages, charges, or other encumbrances of the Company.

Code of Ethics and Corporate Governance

We will adopt a code of ethics, which will be applicable to all of our directors, executive officers and employees prior to the effectiveness of our registration statement on Form F-1, of which this prospectus is a part. We will make our code of ethics publicly available on our website.

In addition, our board of directors will adopt a set of corporate governance guidelines covering a variety of matters, including the related party transactions policy, insider trading policy, the compensation recovery policy prior to the effectiveness of our registration statement on Form F-1, of which this prospectus is a part.

Terms of Directors and Officers

Our directors are appointed by the shareholders voting by ordinary resolution or by the affirmative vote of a simple majority of the directors present and voting at a board meeting. The board of directors may, by the affirmative vote of a simple majority of the remaining directors present and voting at a board meeting, appoint any person as a director, to fill a casual vacancy on the board of directors. Our directors are not subject to a set term of office and hold office until such time as they resign, are removed from office by shareholders voting by ordinary resolutions, or otherwise cease to be eligible to be a director of the Company or have their office terminated in accordance with the amended and restated articles of association of the Company.

The office of director shall be vacated, if the director (i) is prohibited by the law of the Cayman Islands from acting as a director, (ii) is made bankrupt or makes any arrangement or composition with his creditors generally, (iii) resigns his office by notice in writing, (iv) only held office as a director for a fixed term and such term expires, (v) in the opinion of a registered medical practitioner by whom he is being treated, becomes physically or mentally incapable of acting as a director, (vi) is given notice by the majority of the other directors (not being less than two in number) to vacate office, (vii) dies or is made subject to any law relating to mental health or incompetence whether by court order or

otherwise, (viii) is absent from meetings of directors of the Company for a continuous period of six months without the consent of the other directors, or (ix) is removed from office pursuant to any other provisions of our amended and restated memorandum and articles of association.

Our officers are appointed by and serve at the discretion of the board of directors, and may be removed by our board of directors.

Interested Transactions

A director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with the Company shall declare the nature of his interest at a meeting of the directors. A general notice given to the directors by any director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so consummated. Subject to the Nasdaq listing rules and disqualification by the chairman of the relevant board meeting, a director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the directors at which any such contract or transaction or proposed contract or transaction shall come before the meeting for consideration.

Employment Agreements and Indemnification Agreements

We will enter into employment agreements with our executive officers. Each of our executive officers is employed for a continuous term unless either we or the executive officer gives prior notice to terminate such employment, or for a specified time period, or for a specified time period which will be renewed automatically unless a notice of non-renewal is given. We may terminate an executive officer’s employment for cause, at any time, without notice or remuneration, including but not limited to as a result of the executive officer’s commitments of any serious or persistent breach or non-observance of the terms and conditions of the employment, conviction of a criminal offence, fraud or dishonesty, habitual neglect of his or her duties, material misconduct being inconsistent with the due and faithful discharge of the executive officer’s material duties or material breach of internal procedures or regulations which causes damage to the Company. An executive officer may terminate his or her employment at any time with one month’s prior written notice.

We intend to enter into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against all liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company to the fullest extent permitted by law with certain limited exceptions.

Compensation of Directors and Executive Officers

For the year ended March 31, 2025, we paid an aggregate of approximately US$92,213 or HK$720,000 in cash to our executive officers and directors and we did not pay any compensation to our non-executive directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers. The PRC Subsidiary is required by law to make contributions equal to certain percentages of each employee’s salary for medical insurance, maternity insurance, workplace injury insurance, unemployment insurance, pension benefits through a PRC government-mandated multi-employer defined contribution plan and other statutory benefits.

PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our Class A Ordinary Shares and Class B Ordinary Shares as of the date of this prospectus, and as adjusted to reflect the sale of the Class A Ordinary Shares offered in this offering for:

•        each of our directors and executive officers who beneficially own our Class A Ordinary Shares and Class B Ordinary Shares;

•        our directors and executive officers as a group; and

•        each person known to us to own beneficially more than 5% of our Class A Ordinary Shares or Class B Ordinary Shares.

Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Class A Ordinary Shares and Class B Ordinary Shares shown as beneficially owned by them. Percentage of beneficial ownership of each listed person prior to this offering is based on 9,000,000 Class A Ordinary Shares outstanding and 1,000,000 Class B Ordinary Shares as of the date of this prospectus. As of the date of this prospectus, InnoFuture is the sole shareholder of all issued and outstanding Class B Ordinary Shares. Percentage of beneficial ownership of each listed person after this offering is based on 9,900,000 Class A Ordinary Shares and 1,000,000 Class B Ordinary Shares outstanding immediately after the completion of this offering, assuming the underwriters do not exercise the over-allotment option or the Representative’s Warrants.

Information with respect to beneficial ownership has been furnished by each director, officer, or beneficial owner of 5% or more of our Class A Ordinary Shares or Class B Ordinary Shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of shares beneficially owned by a person listed below and the percentage ownership of such person, shares underlying options, warrants, or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this prospectus are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all persons listed have sole voting and investment power for all shares shown as beneficially owned by them. We will be required to have at least 300 shareholders at closing in order to satisfy the Nasdaq listing standards.

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(1)      The number of Class A Ordinary Shares beneficially owned prior to this offering represents 4,000,000 Class A Ordinary Shares held through Brand Meditech Company Limited (“BMCL”), a British Virgin Islands company, which is 100% owned by Kit Ying Kwan. BMCL has its registered address at Craigmuir Chambers, Road Town, Tortola VG1110, British Virgin Islands.

(2)      The number of Class A Ordinary Shares beneficially owned prior to this offering represents 3,000,000 Class A Ordinary Shares held through Pioneer Net Info Services Limited (“Pioneer Net”), a British Virgin Islands company, which is 100% owned by David Garcia Galvez. Pioneer Net has its registered address at ICS Corporate Services (BVI) Limited, Sea Meadow house, PO BOX 116, Road Town, Tortola, British Virgin Islands.

(3)      The number of Class A Ordinary Shares and Class B Ordinary Shares beneficially owned prior to this offering represents 2,000,000 Class A Ordinary Shares and 1,000,000 Class B Ordinary Shares held by InnoFuture Tech Limited, a British Virgin Islands company, which is 100% owned by Leo De Guzman Vega. The registered address of InnoFuture is ICS Corporate Services (BVI) Limited, Sea Meadow house, PO BOX 116, Road Town, Tortola, British Virgin Islands.

History of Share Capital

See “Description of Share Capital — History of Securities Issuances” for historical changes in our shareholding.

RELATED PARTY TRANSACTIONS

Employment Agreements

See “Management — Employment Agreements and Indemnification Agreements.”

Material Transactions with Related Parties

The relationship and the nature of related party transactions are summarized as follow:

Working capital loan

As of October 31, 2025, March 31, 2025, and 2024, amount due to related party consisted of the following for the periods indicated:

The balance represented interest-free loan from this related party used for the Company’s working capital, which is due on demand.

On January 1, 2022, the Company, through its subsidiary BM HK, entered into a Property Lease Agreement. Pursuant to the agreement, the Company leased a property from Ms. Kit Ying Kwan for the use of warehouse. The lease term was five years from January 1, 2022 to December 31, 2026 with free of rent.

On April 1, 2022, the Company, through its subsidiary BM HK, entered into a Shareholder Loan and Advance Agreement. Pursuant to the agreement, Ms. Kit Ying Kwan, as the shareholder of the Company, will provide a total of approximately US$6,403,689 (HKD50,000,000) loans to support the Company’s working capital. The loan is free of interest with no fixed repayment terms.

For the years ended March 31, 2025 and 2024, the total loans amount the Company received from Ms. Kwan Kit Ying was US$5,303,664 and US$6,515,719, respectively.

During the period from March 31, 2025 to the date hereof, the total loans amount the Company received from Ms. Kwan Kit Ying was US$357,880.

Guarantee from Related Party

As of October 31, 2025, March 31, 2025 and 2024, Ms. Kwan Kit Ying provided guarantee for the Company’s short-term borrowings and long-term debt in the means of her personal guarantee and a property held in her name, for details, please refer to Note 12 and Note 13 to the consolidated financial statements from page F-23 to F-26.