GDEL.Global Development Engineering CO LTD

F-1/A: Global Development Engineering Files F-1/A for Nasdaq IPO

Sentiment:

Initial Public Offering Amendment 4 December 2025 11:52 AM

📋All filings for Global Development Engineering CO LTD

Global Development Engineering Company Limited files an amended F-1 registration statement for its initial public offering on the Nasdaq Capital Market, targeting 3.75 million ordinary shares at $4.00-$5.00 per share.

Delay expectedThe registration statement's effective date is explicitly delayed until a further amendment is filed or the SEC determines it effective.The expected delivery date for Ordinary Shares to purchasers is left blank ('on or about [], 2025'), indicating an unspecified or potentially delayed timeline for the offering's completion.

Capital raiseThe company is conducting an Initial Public Offering (IPO) of 3,750,000 ordinary shares.The expected initial public offering price is between $4.00 and $5.00 per Ordinary Share, with an assumed price of $4.50.Gross proceeds are estimated at $16,875,000 (without over-allotment option) or $19,406,250 (with full over-allotment).Net proceeds are estimated at approximately $14,415,000 after deducting underwriting discounts and offering expenses.The Underwriter, Cathay Securities Inc., has an over-allotment option for up to 15% (562,500) additional Ordinary Shares.The company will pay a 7% underwriting discount and reimburse 1% non-accountable expenses of gross proceeds, plus accountable out-of-pocket expenses not exceeding $150,000.Proceeds will be used: 45% for a furniture and fixture joint venture in China, 35% for a marble and rock slab showroom/retail shop in Hong Kong, and the balance for working capital and general corporate purposes.

Better than expectedRevenue increased by approximately 27.5% from HK$26,494,101 in FY2024 to HK$33,768,053 in FY2025.Net income increased from HK$725,167 in FY2024 to HK$944,076 in FY2025.Gross profit increased by approximately 44.6% from HK$5,274,275 in FY2024 to HK$7,625,793 in FY2025.Gross margin improved from 19.9% in FY2024 to 22.6% in FY2025, driven by a focus on high-quality construction projects.The company secured a 24-month cooperation agreement with a major conglomerate for cleaning services, contributing to revenue growth.The proportion of individual projects generating over HKD 1 million in revenue increased from 74.5% in FY2024 to 83.4% in FY2025, indicating a successful strategic shift to larger projects.

Summary

Global Development Engineering Company Limited (GDEL) is a British Virgin Islands holding company with primary construction and renovation operations in Hong Kong through its wholly-owned subsidiary, Global Development HK.
The company is offering 3,750,000 ordinary shares in its initial public offering (IPO) on the Nasdaq Capital Market, with an expected price range of $4.00 to $5.00 per share, assuming a midpoint price of $4.50.
Gross proceeds from the offering are estimated at $16,875,000 (without over-allotment option) or $19,406,250 (with full over-allotment option).
Net proceeds, after deducting underwriting discounts and estimated offering expenses, are projected to be approximately $14,415,000.
The net proceeds will be allocated as follows: 45% to invest in a furniture and fixture joint venture in China, 35% to establish a marble and rock slab showroom and retail shop in Hong Kong, and the remainder for working capital and general corporate purposes.
Revenue increased by 27.5% from HK$26,494,101 in the fiscal year ended March 31, 2024, to HK$33,768,053 (US$4,329,238) in the fiscal year ended March 31, 2025.
Net income grew from HK$725,167 in FY2024 to HK$944,076 (US$121,036) in FY2025.
The gross profit margin improved from 19.9% in FY2024 to 22.6% in FY2025.
Two material weaknesses in internal control over financial reporting were identified: a lack of sufficient accounting personnel with U.S. GAAP and SEC reporting understanding, and the absence of a comprehensive accounting policies and procedures manual.
The company's current auditor, Guangdong Prouden CPAs GP, is headquartered in mainland China and was subject to PCAOB inspection determinations on December 16, 2021, which poses a risk under the Holding Foreign Companies Accountable Act (HFCA Act).
The company is classified as an 'emerging growth company' and a 'foreign private issuer,' allowing for reduced public company reporting and corporate governance requirements.
Significant customer concentration exists, with the top five customers accounting for approximately 85.3% of total revenue in FY2025 and 74.8% in FY2024.
Significant supplier concentration is also noted, with the top three suppliers accounting for approximately 47.0% of total purchases in FY2025 and the top two for 79.3% in FY2024.

Sentiment

Score: 5

Explanation: While the company shows positive revenue and net income growth and has clear expansion strategies, the filing highlights significant risks including material weaknesses in internal controls, high customer and supplier concentration, potential delisting risks under the HFCA Act due to auditor location, and the impact of proposed Nasdaq listing rules. The substantial dilution for new investors and the explicit delay in the registration statement's effectiveness also contribute to a neutral-to-cautious sentiment.

Positives

Revenue increased by approximately 27.5% from HK$26,494,101 in FY2024 to HK$33,768,053 (US$4,329,238) in FY2025.
Net income increased from HK$725,167 in FY2024 to HK$944,076 (US$121,036) in FY2025.
Gross profit increased by approximately 44.6% from HK$5,274,275 in FY2024 to HK$7,625,793 (US$977,666) in FY2025.
Gross profit margin improved from 19.9% in FY2024 to 22.6% in FY2025, driven by a strategic focus on high-quality construction projects.
The proportion of individual projects generating over HKD 1 million in revenue increased from 74.5% in FY2024 to 83.4% in FY2025, indicating successful scaling of project size.
Secured a 24-month cooperation agreement with a major conglomerate for ongoing cleaning services, diversifying revenue streams.
Possesses established competitive strengths including a 9-year operating history, various qualifications, a strong network of subcontractors and suppliers, and stable customer relationships.
No material project suspensions or cancellations due to COVID-19; some clients utilized pandemic downtime for larger renovations, contributing to revenue growth in 2023 and 2024.
The company is not subject to CSRC filing requirements or CAC cybersecurity review for this offering, as it is not a PRC domestic company and does not process over one million users' personal information.
No restrictions exist on cash transfers or dividend distributions between the BVI holding company and its Hong Kong subsidiary, or to U.S. investors.
A debt waiver agreement with New Fu Hing Engineering Co. for HK$393,600 was executed on September 30, 2022, reducing total debt.
Another debt waiver agreement with New Fu Hing Engineering Co. for HK$6,000,000 was executed on March 30, 2023, further reducing debt.
New Fu Hing Engineering Limited, a related party, provided a written commitment on September 16, 2025, not to demand repayment of HK$6,252,687 (US$801,627) for the next 12 months, supporting financial stability.

Negatives

Two material weaknesses in internal control over financial reporting were identified: insufficient accounting personnel with U.S. GAAP/SEC reporting understanding and lack of a comprehensive accounting policies and procedures manual.
The company faces significant customer concentration, with the top five customers accounting for 85.3% of revenue in FY2025 and 74.8% in FY2024.
There is significant supplier concentration, with the top three suppliers accounting for 47.0% of purchases in FY2025 and the top two for 79.3% in FY2024.
The company's current auditor, Guangdong Prouden CPAs GP, is headquartered in mainland China and was subject to PCAOB inspection determinations, raising risks of delisting under the Holding Foreign Companies Accountable Act (HFCA Act) if future inspections are obstructed.
New investors will experience immediate and substantial dilution of $3.75 per share, or approximately 83.33%, from the initial public offering price of $4.50.
Net cash used in operating activities increased significantly from HK$188,188 in FY2024 to HK$2,446,763 (US$313,686) in FY2025.
General and administrative expenses increased by 32.5% to HK$6,884,555 (US$882,635) in FY2025, primarily due to IPO-related professional service fees.
Net interest income decreased from HK$940,686 in FY2024 to HK$264,483 (US$33,908) in FY2025.
The company may be considered a 'controlled company' due to the CEO and CFO owning over 50% of voting power, which could allow reliance on corporate governance exemptions, potentially reducing shareholder protection.
Nasdaq's proposed rule requiring a $25 million minimum offering size for companies with principal operations in China (including Hong Kong) could impact the company, as its expected gross proceeds of $16,875,000 are below this threshold.
The company has historically spent little on advertising or marketing, relying primarily on word-of-mouth referrals, which may limit future growth potential.

Risks

Inability to accurately estimate project risks, revenues, or costs may lead to contract losses or lower than anticipated profits.
Dependence on third parties for labor, equipment, and supplies, with risks of supply shortages, unavailability of skilled labor, and price increases.
Failure to meet project schedule requirements could result in financial liability (liquidated damages) and damage to reputation.
Failure to maintain safe work sites could lead to significant losses, investigations, litigation, reduced profitability, loss of clients, heavy fines, or loss of business licenses.
Revenue relies on non-recurring renovation projects, and failure to secure new projects from existing or new customers would affect business operations and financial results.
Significant customer concentration (85.3% of FY2025 revenue from top five customers) poses a risk if major customers decrease projects or face financial difficulties.
Inability to bill and receive full amounts due to variation orders or renegotiations.
Heavy reliance on subcontractors (47.0% of cost of sales in FY2025) exposes the company to risks of non-performance, delayed performance, sub-standard performance, non-compliance, and potential legal liabilities (e.g., for unpaid wages under Employment Ordinance).
Risk of industrial accidents at work sites leading to employee compensation claims, personal injuries, fatal accidents, and/or property damages.
Actual project time and costs may deviate from estimates due to unexpected circumstances, leading to cost overruns and reduced profitability.
Cash inflows and outflows for renovation projects may be irregular, affecting net cash flow position and liquidity.
Potential liability for damage caused to utilities, infrastructures, and/or foundations of aged buildings adjacent to renovation sites.
Inadequate insurance coverage may not protect against all potential losses and expenses.
Keen competition from other players in the Hong Kong renovation, construction repair, and maintenance industries.
Adverse economic, social, and/or political developments in Hong Kong could materially impact operations, as the business solely operates in this limited geographical market.
Higher than average costs of doing business in Hong Kong (rental, labor costs).
Uncertainty regarding the Hong Kong currency peg system to the U.S. dollar.
Operating in a highly regulated industry in Hong Kong, with risks of non-compliance, penalties, and negative media coverage.
Uncertainties in the interpretation and enforcement of Chinese laws and regulations, which could change with little advance notice, potentially limiting legal protections.
Subject to cybersecurity and data protection laws in Hong Kong and potentially PRC, with risks of non-compliance, penalties, and business disruption.
Risk of delisting under the Holding Foreign Companies Accountable Act (HFCA Act) if the PCAOB is unable to inspect the company's auditors for two consecutive years.
Increased scrutiny and more stringent criteria for U.S.-listed companies with significant operations in China/Hong Kong by SEC and Nasdaq.
Nasdaq may apply additional and more stringent criteria for continued listing, including concerns about auditor inspection, small public offerings, and nexus to the U.S. capital market.
Cash or assets in Hong Kong entities may not be available for use outside Hong Kong due to interventions or restrictions by PRC or Hong Kong governments.
Risks related to Nasdaq's proposed rule on a $25 million minimum offering size for companies with principal operations in China, including Hong Kong, and increased minimum market value of unrestricted publicly held shares.
The initial public offering price may not be indicative of the market price after the offering, and an active, liquid, and orderly trading market may not develop.
Significant shareholders have considerable influence over corporate matters, potentially limiting other shareholders' ability to influence decisions.
Potential conflicts of interest with significant shareholders.
No guarantee of future dividends.
Broad discretion in the use of net proceeds from the offering, which may not be used effectively.
The company is a holding company dependent on income from its subsidiary, Global Development HK, for distributions and dividends.
Future share incentives may increase compensation expenses and dilute shareholder interest.
Future financing may cause dilution or place restrictions on operations.
Difficulty for overseas shareholders/regulators to conduct investigations or collect evidence in China/Hong Kong.
Management team lacks experience in managing a U.S.-listed company and complying with applicable laws.
Public company disclosure obligations may put the company at a disadvantage to private competitors.
Additional costs incurred as a public company, including compliance with Sarbanes-Oxley.
Potential for extreme stock price volatility unrelated to operating performance due to small public float.
Risk of being classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, leading to adverse tax consequences for U.S. investors.

Future Outlook

The company plans to expand its business by investing approximately 45% of IPO proceeds in a furniture and fixture joint venture in China and 35% to establish a marble and rock slab showroom and retail shop in Hong Kong. Strategic initiatives include maintaining a one-stop shop approach, competing for more lucrative projects, achieving growth through strategic acquisitions of machinery and robotics, increasing involvement in public and private sector projects, enhancing project management, vertical integration for raw material control, and apprenticeship training. The company will continue to monitor the COVID-19 situation and expects labor costs to increase. It intends to retain most future earnings to fund business development and growth, not expecting to pay cash dividends in the foreseeable future. An annual budget of HK$150,000 (approximately $19,000) is planned for marketing endeavors post-Offering.

Management Comments

We believe the expectations reflected in the forward-looking statements contained in this prospectus are reasonable, but no assurance can be given that these expectations will prove to be correct.
We believe that our current cash, cash to be generated from our operations and access to capital market will be sufficient to meet our working capital needs for at least the next twelve months.
We are not dependent upon future financing to meet our liquidity needs for the next twelve months.
We have no present plans to declare dividends, and we plan to retain our earnings to continue to grow our business.
We believe that our current insurance policy is sufficient for our operations presently.
We believe we maintain a good working relationship with our employees, and we have not experienced any difficulty in recruiting staff for our operations as of the date of this prospectus.
We have not experienced any significant disputes with our employees or any disruption to our operations due to labor disputes.
We have not experienced any difficulties in recruiting and retaining experienced core staff or skilled personnel.

Industry Context

The Hong Kong construction market was valued at $31.5 billion in 2023, with a projected average annual growth rate exceeding 2% from 2025-2028, driven by government investments in infrastructure and housing. The Repair, Maintenance, Alteration, and Addition (RMAA) works industry, where the company primarily operates, accounts for approximately 25% of the total construction volume and is expected to grow due to aging buildings and mandatory inspection schemes. Urban renewal initiatives and demand from commercial/industrial building renovations further support this growth. The RMAA market is highly competitive and fragmented, characterized by challenges such as skilled labor shortages (with over 59% of registered construction workers aged 50 or above in 2024), increasing operational costs (projected 3% wage growth in 2024), and workplace safety risks. The company operates within this competitive landscape, facing numerous service providers across its diversified service portfolio.

Comparison to Industry Standards

The Hong Kong construction market size was $31.5 billion in 2023, with a projected average annual growth rate of over 2% during 2025-2028. The company's FY2025 revenue of approximately $4.3 million indicates it is a very small participant in this market.
The RMAA works industry accounts for about 25% of Hong Kong's total construction volume, aligning the company's focus with a significant market segment.
The company's gross margin improved from 19.9% to 22.6%, which can be assessed against industry averages, though specific benchmarks for comparable companies like KK Renovation Ltd or Magic Clean Environmental Services Ltd are not provided in the filing.
The company's reliance on subcontractors for all service lines is stated as 'in line with the usual practice of the renovation industry in Hong Kong,' suggesting adherence to common operational models.
The company's Employee Compensation Insurance coverage of HK$100 million per incident meets the statutory minimum and is deemed 'sufficient for our operations presently,' indicating compliance with local safety and insurance standards.
The company's expected IPO gross proceeds of $16.875 million are below Nasdaq's proposed $25 million minimum offering size for companies with principal operations in China/Hong Kong, potentially posing a challenge against emerging industry listing standards.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Financial Officer (Global Development HK)	NA	King Wan Leung	2023-10-01	Appointment to the role.
Director Nominee	NA	Chak Kwan Wong	Upon IPO close	Nomination for independent director position.
Director Nominee	NA	Kai Hung Kwok	Upon IPO close	Nomination for independent director position.
Director Nominee	NA	Yuping Ouyang	Upon IPO close	Nomination for independent director position.
Auditor	OneStop Assurance PAC	Guangdong Prouden CPAs GP	2025-07-18	Dismissal of previous auditor and appointment of new auditor.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Committee Establishment	Establishment of an Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee under the board of directors.	Upon completion of the Offering	Enhances corporate oversight and aligns with public company governance standards, though the company may utilize foreign private issuer exemptions.
Audit Committee Composition	Audit Committee to be comprised of Kai Hung Kwok (chair), Chak Kwan Wong, and Yuping Ouyang, all satisfying independence requirements, with Kai Hung Kwok qualifying as a financial expert.	Upon completion of the Offering	Strengthens financial oversight and compliance with Nasdaq listing standards for audit committees.
Compensation Committee Composition	Compensation Committee to be comprised of Kai Hung Kwok, Chak Kwan Wong, and Yuping Ouyang (chair), all satisfying independence requirements.	Upon completion of the Offering	Provides independent oversight of executive compensation policies and decisions.
Nominating and Corporate Governance Committee Composition	Nominating and Corporate Governance Committee to be comprised of Kai Hung Kwok (chair), Yuping Ouyang, and Chak Kwan Wong, all satisfying independence requirements.	Upon completion of the Offering	Ensures independent evaluation of board composition and executive succession planning.
Policy Adoption	Adoption of a Code of Business Conduct and Ethics applicable to principal executive, financial, and accounting officers.	NA	Promotes ethical conduct and compliance within the company.
Risk Management Policy	Board of directors formulates and supervises risk management policy, with identified data protection and cybersecurity measures in place (network protection, access restriction, compliance policies, defense against viruses/hacking, contingency measures).	Ongoing	Aims to safeguard shareholder investment and company assets by addressing key operational risks, particularly in data security.

Legal Proceedings

As of the date of this prospectus and September 16, 2025, neither the company nor its Hong Kong subsidiary is a party to, nor aware of any threat of, any legal proceeding that is likely to have a material adverse effect on its business, financial condition, or operations.

Related Party Transactions

As of March 31, 2025, HK$6,252,687 (US$801,627) was due to New Fu Hing Engineering Limited, an affiliate of the CEO's immediate family. This amount has no fixed repayment terms, and New Fu Hing has committed not to demand repayment for 12 months from September 16, 2025.
As of March 31, 2025, HK$51,700 (US$6,628) was due to Lake Baroon Business Services Limited, a group controlled by the CFO.
Purchases from New Fu Hing Engineering Limited amounted to HK$4,218,556 (US$540,841) for the year ended March 31, 2025.
Sales to New Fu Hing Engineering Limited amounted to HK$6,000,000 (US$769,231) for the year ended March 31, 2025.
Commission for recommended projects to New Fu Hing Engineering Limited was HK$13,100 (US$1,679) for the year ended March 31, 2025.
Renovation services for King Wan Leung (CFO) amounted to HK$46,160 (US$5,918) for the year ended March 31, 2025.
Accounting services from Lake Baroon Business Services Limited amounted to HK$43,605 (US$5,590) for the year ended March 31, 2025.
New Fu Hing Engineering Co. waived HK$393,600 of a HK$3,651,925.04 debt owed by Global Development Engineering Co., Ltd. as of September 30, 2022.
New Fu Hing Engineering Co. waived HK$6,000,000 of a HK$7,989,898.11 debt owed by Global Development Engineering Co., Ltd. as of March 30, 2023.

Stakeholder Impact

Shareholders: New investors face immediate and substantial dilution of approximately 83.33%. Significant shareholders (CEO and CFO) will retain considerable influence, potentially limiting other shareholders' ability to influence corporate matters. No dividends are expected in the foreseeable future. There is a risk of delisting under the HFCA Act or Nasdaq's proposed rules, which could negatively impact share value and liquidity. U.S. holders face potential adverse tax consequences if the company is deemed a Passive Foreign Investment Company (PFIC).
Employees: The company plans to offer an employee stock ownership plan (ESOP) and other incentives. The business relies on a stable and skilled workforce, facing risks from labor shortages and increasing labor costs in Hong Kong.
Customers: The company aims to maintain stable customer relationships and expand its project portfolio. However, high customer concentration means a significant decrease in projects from major customers could materially affect financial stability. There is also a risk of delays or defaults in payments from major customers.
Suppliers/Subcontractors: The company heavily relies on subcontractors for project execution, exposing it to risks of non-performance or sub-standard work. High supplier concentration means disruptions from major suppliers could adversely affect business operations. Related-party supplier New Fu Hing Engineering Limited has provided financial flexibility through debt waivers and a commitment not to demand repayment for 12 months.
Creditors: The company has a significant bank loan from Bank of China (Hong Kong) Limited, guaranteed by HKMC Insurance Limited. Related-party creditor New Fu Hing Engineering Limited has provided substantial debt waivers and a commitment to defer repayment demands, which positively impacts the company's liquidity in the short term.

Next Steps

Complete the Initial Public Offering (IPO) and list on the Nasdaq Capital Market under the symbol GDEL.
Invest approximately 45% of net proceeds in a furniture and fixture business in China via a joint venture model.
Set up a marble and rock slab showroom and retail shop in Hong Kong using approximately 35% of net proceeds.
Fund working capital and general corporate purposes with the balance of net proceeds.
Remediate identified material weaknesses in internal control over financial reporting by hiring additional accounting staff with U.S. GAAP/SEC reporting understanding and establishing a comprehensive accounting policies and procedures manual within six months after the offering closes.
Continue to monitor the COVID-19 situation and its potential impact on business objectives.
Potentially pursue acquisitions and joint ventures as part of the growth strategy.
Consider engaging an independent IT consultant to review and provide recommendations for improving data protection measures.
Provide regular training to employees and foster an IT risk management culture.
Implement an employee stock ownership plan (ESOP) and other incentives.
Pay independent directors an annual cash retainer after the listing.
File a further amendment to the registration statement to specifically state its effectiveness.
Deliver Ordinary Shares to purchasers on or about the expected date in 2025 (once determined).

Key Dates

Date	Description
2015-08-03	Global Development HK incorporated.
2015-09-01	Air Pollution Control (Non-road Mobile Machinery) (Emission) Regulation became effective.
2015-11-30	Deadline for existing Non-Road Mobile Machinery (NRMMs) to apply for exemption under Air Pollution Control (Non-road Mobile Machinery) (Emission) Regulation.
2015-12-01	Only approved or exempted NRMMs allowed for use in specified activities and locations.
2016-08-15	Annual Return (NAR1 form) filed for Global Development HK.
2017-06-01	Cyber Security Law of the PRC (CSL) became effective.
2017-08-09	Annual Return (NAR1 form) filed for Global Development HK.
2018-04-01	Two-tiered profits tax rate became effective in Hong Kong.
2018-08-16	Annual Return (NAR1 form) filed for Global Development HK.
2018-12-07	SEC and PCAOB issued a joint statement highlighting challenges in oversight of financial statement audits of U.S.-listed companies with significant operations in Hong Kong.
2019-04-03	Inland Revenue Department informed Global Development HK that it did not call for the annual submission of Profit Tax.
2019-08-27	Annual Return (NAR1 form) filed for Global Development HK.
2019-12-01	COVID-19 outbreak began.
2020-01-30	World Health Organization declared the COVID-19 outbreak a Public Health Emergency of International Concern.
2020-03-01	PRC Securities Law, Article 177, became effective.
2020-03-11	World Health Organization declared COVID-19 a global pandemic.
2020-04-01	Cyberspace Administration of China (CAC) and other PRC regulatory authorities promulgated the Cybersecurity Review Measures, effective June 2020.
2020-04-21	SEC Chairman and PCAOB Chairman released a joint statement highlighting risks associated with investing in companies based in or with substantial operations in emerging markets, including Hong Kong.
2020-05-20	U.S. Senate passed the Holding Foreign Companies Accountable Act (HFCA Act).
2020-08-14	Annual Return (NAR1 form) filed for Global Development HK.
2020-11-05	Notice of Change of Company Secretary and Director (Appointment / Cessation) (ND2A form) and Notice of Change of Address of Registered Office (NR1 Form) filed for Global Development HK.
2020-12-02	U.S. House of Representatives approved the HFCA Act.
2021-01-01	Civil Code of the PRC became effective.
2021-04-01	Subcontracting Agreement between New Fu Hing Engineering Limited and Global Development Engineering Co., Ltd. commenced.
2021-05-04	Global Development HK entered into a three-year loan agreement with a third-party entity for HK$5,500,420.
2021-06-10	PRC Data Security Law promulgated, effective September 1, 2021.
2021-07-06	Opinions on Severe and Lawful Crackdown on Illegal Securities Activities issued by the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council.
2021-08-25	Annual Return (NAR1 form) filed for Global Development HK.
2021-12-02	SEC adopted final amendments to its rules implementing the HFCA Act, effective January 10, 2022.
2021-12-16	PCAOB issued a Determination Report finding inability to inspect or investigate completely registered public accounting firms headquartered in mainland China or Hong Kong.
2022-01-04	Thirteen PRC regulatory agencies jointly adopted and published the Measures for Cybersecurity Review (2021), effective February 15, 2022.
2022-08-17	Annual Return (NAR1 form) filed for Global Development HK.
2022-08-26	PCAOB announced signing of a Statement of Protocol (SOP) with the CSRC and the Ministry of Finance of China.
2022-09-30	Debt Waive Agreement between New Fu Hing Engineering Co. and Global Development Engineering Co., Ltd. for HK$393,600.
2022-12-15	PCAOB Board determined it was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong.
2022-12-17	Global Development HK entered into a three-year bank facility agreement with Bank of China (Hong Kong) Limited for HK$5,000,000.
2022-12-29	Consolidated Appropriations Act, 2023 signed into law, amending the HFCA Act to require delisting if auditor is not subject to PCAOB inspections for two consecutive years instead of three.
2023-01-02	Global Development HK entered into a two-year loan agreement with a third-party entity for HK$5,500,000.
2023-02-17	CSRC announced the Circular on the Administrative Arrangements for Filing of Securities Offering and Listing By Domestic Companies and released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies.
2023-03-30	Debt Waive Agreement between New Fu Hing Engineering Co. and Global Development Engineering Co., Ltd. for HK$6,000,000.
2023-03-31	Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies came into effect.
2023-04-13	The Group leased a vehicle from a third party, resulting in finance lease obligations.
2023-07-13	Last PCAOB inspection of OneStop Assurance PAC (former auditor).
2023-09-04	Speedy Desire Limited (SDL) incorporated in the British Virgin Islands as a holding company.
2023-10-01	King Wan Leung's employment contract as Chief Financial Officer commenced.
2023-10-04	Global Development HK entered into a three-year loan agreement with another third-party entity for HK$500,000.
2023-12-07	SDL acquired all shares of Global Development HK from its controlling shareholder, becoming the ultimate holding company.
2024-01-01	Regulations on Network Data Security Management (China) will take effect.
2024-04-01	Sui Hei Chan's employment contract as Chief Executive Officer commenced.
2024-04-25	SDL was renamed Global Development Engineering Company Limited.
2024-11-05	Direct Linkage Limited transferred all its Ordinary Shares to Rightway Gallop Limited.
2025-03-10	Supplementary Agreement between New Fu Hing Limited and Global Development Engineering Company Limited regarding no short-term demand for repayment.
2025-03-31	End of fiscal year for financial statements presented in the prospectus.
2025-04-02	Loans from third parties of HK$5,500,000 and HK$5,500,420 were fully settled.
2025-04-03	New lease agreement for office space entered into.
2025-04-16	New office lease term commenced.
2025-07-18	OneStop Assurance PAC was dismissed as auditor, and Guangdong Prouden CPAs GP was appointed as auditor.
2025-09-16	Date of the Report of Independent Registered Public Accounting Firm for the year ended March 31, 2025, and date financial statements are available to be issued.
2025-12-04	Date of filing of Amendment No. 1 to Form F-1 Registration Statement.
2026-01-08	Bank facility agreement with Bank of China (Hong Kong) Limited expires.
2026-12-20	Certificate of Registration of Electronic contractor expires.
2027-07-26	Certificate of Registration of Registered Minor Works Contractor (Company) expires.
2027-08-02	Business Registration Certificate expires.
2028-04-15	New office lease term ends.

Recommendation

sell

Despite positive financial growth in revenue and net income, the filing highlights severe risks that warrant a 'sell' recommendation for a seasoned investor. The identified material weaknesses in internal control over financial reporting indicate fundamental operational deficiencies. Critically, the company's current auditor is headquartered in mainland China and was subject to PCAOB inspection determinations, creating a substantial risk of delisting under the Holding Foreign Companies Accountable Act (HFCA Act). This delisting threat, combined with the potential impact of Nasdaq's proposed stricter listing rules (including a $25 million minimum offering size which the company's IPO proceeds may not meet), introduces significant uncertainty regarding the company's ability to maintain its public listing and investor liquidity. The high customer and supplier concentration further exacerbates business risk, and the substantial dilution for new investors makes the offering less attractive. These fundamental governance, regulatory, and operational risks outweigh the positive financial trends, making the investment highly speculative.

Keywords

Construction, Renovation, Hong Kong, IPO, Nasdaq, Engineering, Contractor, Property, Maintenance, Building, Services, SEC, F-1/A, Global Development Engineering

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.