F-1/A: MEDI Group IPO: Hong Kong Beauty Firm Seeks Nasdaq Listing

Sentiment:

Amendment to IPO Registration Statement 29 September 2025 2:04 PM

MEDI Group Limited, a Cayman Islands holding company operating medical cosmetology and beauty services in Hong Kong, is pursuing an initial public offering on the Nasdaq Capital Market to raise $15 million, despite recent revenue declines and going concern doubts.

Delay expectedThe proposed sale to the public is stated as 'As soon as practicable after the effective date of this registration statement,' indicating an unspecified and potentially delayed timeline.The underwriters expect to deliver Class A Ordinary Shares 'on or about , 2025,' with the date left blank, confirming that the exact timing of the offering's completion is not yet finalized.The company will not consummate and close this offering without a listing approval letter from the Nasdaq Capital Market, which is a condition that could cause further delays if not met promptly.

Capital raiseThe company is conducting an Initial Public Offering (IPO) of up to 3,333,333 Class A Ordinary Shares, aiming to raise US$15,000,000.The estimated initial public offering price per Class A Ordinary Share is between US$4.00 and US$5.00.Underwriters have been granted an over-allotment option to purchase up to an additional 500,000 Class A Ordinary Shares (15% of the offering).Estimated net proceeds from the offering are US$12,600,000, after deducting underwriting fees and estimated offering expenses.The company will issue warrants to the underwriters, equal to 3.33% of the Class A Ordinary Shares sold in the offering, exercisable at 120% of the offering price.Management intends to rely on debt and equity financing, including proceeds from this offering, bank borrowings, and shareholder loans, to fund operations for at least 12 months from December 31, 2024.

Worse than expectedNet revenue decreased by 15.7% for the six months ended December 31, 2024, and by 23.8% for the year ended June 30, 2024, indicating a significant decline in business activity.Net income for the year ended June 30, 2024, decreased by 68%, reflecting substantial pressure on profitability.The company reported negative operating cash flows for both the six months ended December 31, 2024 (US$611,480), and the year ended June 30, 2024 (US$1,031,834), which is unsustainable without external financing.Significant working capital deficits of US$8,313,163 as of December 31, 2024, and US$9,029,519 as of June 30, 2024, highlight severe liquidity issues.The independent auditor's expression of 'substantial doubt about the Company's ability to continue as a going concern' is a critical indicator of poor financial health.

Summary

An Initial Public Offering (IPO) of up to 3,333,333 Class A Ordinary Shares is planned, with an estimated price range of US$4.00 to US$5.00 per share, aiming to raise US$15,000,000.
Selling Shareholders are also offering 4,272,222 Class A Ordinary Shares for resale, from which the company will not receive any proceeds.
The company operates medical cosmetology and traditional beauty services in Hong Kong under the 'Doctors Concept' brand, boasting over two decades of experience.
Net revenue for the six months ended December 31, 2024, decreased by 15.7% year-over-year to US$3.25 million, while net income increased by 9.6% to US$1 million.
Net revenue for the year ended June 30, 2024, decreased by 23.8% year-over-year to US$6.11 million, and net income decreased significantly by 68% to US$0.61 million.
The decline in net income for the fiscal year 2024 was primarily attributed to increased audit fees and staff costs associated with the IPO preparations.
The company reported negative operating cash flows of US$611,480 for the six months ended December 31, 2024, and US$1,031,834 for the year ended June 30, 2024.
Significant working capital deficits were noted, amounting to US$8,313,163 as of December 31, 2024, and US$9,029,519 as of June 30, 2024.
The independent auditor has expressed 'substantial doubt about the Company's ability to continue as a going concern' due to these financial conditions.
Proceeds from the IPO are earmarked for research and development (5%), market expansion (25%), general working capital (65%), and advisory fee payments (5%).
The company plans to close its Yuen Long shop on September 30, 2025, citing customer migration to mainland China service providers, and intends to open a new shop in another Hong Kong location.
MEDI Group Limited is a Cayman Islands holding company, with all operations conducted through its Hong Kong subsidiaries, which introduces unique risks related to potential PRC government oversight.
The company has a dual-class share structure, where Class B Ordinary Shares carry 20 votes per share, resulting in the Controlling Shareholder (Mr. Ng Hon Kin via Master Centric Limited) holding approximately 96.49% of the total voting power post-IPO (assuming no over-allotment).

Sentiment

Score: 3

Explanation: The company faces significant financial distress, including declining revenues, negative operating cash flows, and a 'going concern' warning from its auditor. While the IPO aims to inject much-needed capital and strategic plans are in place, the underlying business performance and substantial operational and geopolitical risks create a highly uncertain and unfavorable investment environment.

Positives

Net income for the six months ended December 31, 2024, increased by 9.6% year-over-year to US$1 million.
The company maintains a high customer retention rate, with nearly 100% of customers holding unexpired prepaid packages being repeat customers.
It operates an established brand, 'Doctors Concept,' with over two decades of operating history and an estimated 50,000 customers served.
Strategic plans include geographical expansion into Southeast Asia and broadening service offerings, including new treatments tailored for male customers.
The company is committed to stringent quality control measures and provides continuous professional training for its staff.
The company's auditor, TAAD LLP, is PCAOB-registered and subject to regular inspection, which helps mitigate risks related to the Holding Foreign Companies Accountable Act (HFCAA).

Negatives

Net revenue decreased by 15.7% for the six months ended December 31, 2024, and by 23.8% for the year ended June 30, 2024.
Net income for the year ended June 30, 2024, decreased significantly by 68% to US$0.61 million, largely due to increased IPO-related expenses.
The company reported negative cash flows from operating activities for both the six months ended December 31, 2024 (US$611,480), and the year ended June 30, 2024 (US$1,031,834).
Significant working capital deficits were recorded at US$8,313,163 as of December 31, 2024, and US$9,029,519 as of June 30, 2024.
The independent auditor has issued a 'going concern' explanatory paragraph, indicating substantial doubt about the company's ability to continue operations.
Reliance on dividends from Hong Kong subsidiaries for cash and financing poses a risk, as these transfers could be restricted by future debt or PRC government intervention.
The concentrated ownership structure, with the Controlling Shareholder holding 96.49% of total voting power post-IPO, significantly limits the influence of other shareholders.
The planned closure of the Yuen Long shop is a direct result of customer loss to lower-priced competitors in mainland China.
The company operates in a highly competitive industry and is susceptible to economic downturns in Hong Kong and geopolitical tensions between the U.S. and China.
There is a lack of comprehensive malpractice insurance for medical cosmetology procedures, and the indemnification from the medical partner is of limited value.
Material weaknesses in internal control over financial reporting have been identified due to limited accounting personnel and resources.

Risks

Reputation in the industry is critical to success and not fully controllable, with potential for negative publicity from undesirable treatment outcomes.
The company operates in a highly competitive industry characterized by rapidly changing market trends, technological upgrades, and new treatments.
Demand for services is susceptible to changes in Hong Kong's economic conditions, discretionary spending power, consumer sentiment, and geopolitical tensions.
A lack of qualified employees, including beauty professionals and medical practitioners, could significantly hinder growth plans and adversely affect operations.
The company could be held liable for the malpractice of its medical practitioner and the negligence of its staff members and other agents, with existing insurance policies not covering all liabilities.
Regulations on the medical aesthetic services industry in Hong Kong may become increasingly stringent, leading to significant compliance costs and potential operational restrictions.
The independent auditor has expressed substantial doubt about the company's ability to continue as a going concern due to negative cash flows and working capital deficits.
The company may not have the resources to develop innovative services in a timely manner to meet changing customer preferences and compete with new market entrants.
Limited control over the quality of beauty equipment and treatment devices procured from suppliers could lead to customer complaints and operational disruptions.
Serious side effects from medical aesthetics procedures, though statistically insignificant, may occur, potentially leading to legal proceedings, substantial liabilities, and negative media coverage.
Unfavorable public perception of the overall medical aesthetic services industry could lead to a decline in demand for the company's services.
The business has been materially and adversely affected by the COVID-19 pandemic, and future pandemics could have similar or worse impacts.
Reliance on the management team and key personnel (Mr. Ng Hon Kin, Dr. Pang Sai Yau); the loss of their services without timely and suitable replacement could disrupt business.
The company's growth strategy, including geographical expansion and broadening service offerings, may not be commercially successful or meet expectations.
Failure to protect trade secrets and know-how or pursue infringement actions on other intellectual properties could harm the business.
Material weaknesses in internal control over financial reporting exist due to limited accounting personnel and resources, increasing the risk of material misstatements.
Heavy reliance on an internally designed database system (CARE); failure to timely back up or maintain effective cybersecurity could adversely affect financial results.
A downturn in the Hong Kong or global economy, or a change in economic and political policies of China, could materially and adversely affect the business and financial condition.
Changes in the policies, regulations, rules, and enforcement of laws by the Hong Kong government may be implemented quickly with little advance notice, impacting profitability.
The PRC government may exercise significant oversight and discretion over business in Hong Kong, intervene in operations, or disallow the organizational structure, potentially causing a material change in operations or value of shares.
Funds or assets in Hong Kong subsidiaries may not be available to fund operations or for other use outside of the PRC due to interventions or restrictions by the PRC government.
The company may become subject to scrutiny, criticism, and negative publicity involving U.S.-listed Chinese companies, requiring significant resources to investigate and defend allegations.
Class A Ordinary Shares may be prohibited from trading in the United States under the HFCAA if the PCAOB is unable to inspect or investigate auditors located in Hong Kong for two consecutive years.
Political risks associated with conducting business in Hong Kong, including impacts from the Hong Kong National Security Law and HKAA, could harm the business.
Compliance with Hong Kong's Personal Data (Privacy) Ordinance and any other existing or future data privacy-related laws may entail significant expenses.
A cyberattack, security breach, or other unauthorized access or interruption to information technology systems could harm reputation and subject the company to significant liability.
Potential for new PRC laws and regulations regarding data security or overseas securities offerings to impact the company, potentially limiting its ability to offer securities.
An active trading market for Class A Ordinary Shares may not be established or, if established, may not continue, leading to reduced liquidity.
Investors must rely on price appreciation for a return on investment, as the company does not expect to pay dividends in the foreseeable future.
New investors will experience immediate and substantial dilution due to the public offering price being significantly higher than the net tangible book value per share.
As an exempted company incorporated in the Cayman Islands, the company is permitted to adopt certain home country corporate governance practices that differ significantly from Nasdaq listing rules.
Loss of foreign private issuer status in the future could result in significant additional costs and expenses.
The company will incur significantly increased costs and devote substantial management time as a result of listing on the Nasdaq Capital Market.
Shareholders may have more difficulties protecting their interests as a shareholder of a Cayman Islands company compared to a U.S. corporation.
Difficulties may arise in effecting service of legal process, enforcing foreign judgments, or bringing actions in Hong Kong against the company or its management.
The stock price may be volatile, and the value of Class A Ordinary Shares may decline, potentially unrelated to the company's performance, especially with a small public float.
If securities or industry analysts do not publish research or publish unfavorable or inaccurate research about the business, the market price and trading volume of Class A Ordinary Shares could decline.
The sale or availability for sale of substantial amounts of Class A Ordinary Shares could adversely affect their market price.
Short selling may drive down the market price of Class A Ordinary Shares.
Investors must rely on the judgment of management as to the uses of the net proceeds from this offering, and such uses may not produce income or increase the share price.
Statements by the SEC regarding proposed rule changes and acts passed by the U.S. Congress call for additional and more stringent criteria for emerging market companies, adding uncertainties to the offering, business operations, share price, and reputation.

Future Outlook

Management expects operating results to be temporary and profitability to grow as Hong Kong's economy moves to its next economic cycle. The company plans to expand its market penetration in Southeast Asia, build research and development capabilities, further expand in existing markets, and meet general working capital needs. It also intends to broaden service offerings to high-growth segments like male customers and upgrade existing services with advanced medical-grade equipment. The company will invest in software technology for real-time operational monitoring, centralized information exchange, and data analytics.

Management Comments

We believe that a public listing status will also enhance our corporate profile for the public and potential clients and investors.
We believe this is a temporary downturn because of migration wave of our target customer group after COVID-19 and some customers were attracted by low-priced normal beauty services in mainland China.
We expect such operating results to be temporary and our profitability will grow as the city moves to its next economic cycle.
Our mission is to be an industry leader in providing high-end medical cosmetology services and traditional facial or spa services.
We believe our loyal customer base is a result of our client-centric services.
We believe word of mouth is the most effective marketing channel, as returning customers may refer our services to their friends, family and work colleagues, and such referrals carry far greater weight to our target customers than paid advertisements.

Industry Context

The global medical aesthetic services industry is projected to grow at an 11% CAGR from 2023 to 2028, driven by increased societal focus on personal appearance and rising demand for aesthetic procedures, particularly non-surgical ones. The Hong Kong beauty and personal care market is expected to grow at a 1.9% CAGR between 2024 and 2028. However, the Hong Kong market is fragmented with over 6,000 beauty centers, facing challenges from increasingly stringent regulations, liability risks, competition from alternative products/devices, and a reduced consumer base due to economic downturns and customer migration to mainland China. The company's recent revenue declines contrast with the broader industry growth projections, highlighting specific regional and competitive pressures.

Comparison to Industry Standards

The global medical aesthetic services industry is projected to expand at a Compound Annual Growth Rate (CAGR) of 11% from 2023 to 2028.
The Hong Kong beauty and personal care market is projected to grow at a CAGR of 1.9% between 2024 and 2028, with the skincare segment projected at 1.81% over the same period.
The company's net revenue decreased by 15.7% for the six months ended December 31, 2024, and by 23.8% for the year ended June 30, 2024, which significantly underperforms the projected growth rates for both the global and Hong Kong beauty markets.
The Hong Kong cosmetics market experienced a 38.6% decrease in 2023 from 2022, providing a challenging market backdrop, but the company's specific declines are still substantial within this context.
The company's negative operating cash flows and significant working capital deficits indicate a financial position weaker than what would be expected for a growing company in a projected growth industry.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Financial Officer	NA	Ms. SIN Pui Ying, Kelly	September 15, 2025	Appointment as the new Chief Financial Officer.
Independent Non-executive Director	NA	Mr. TAM Kam Shing	Upon closing of this offering	Nominee for independent director position.
Independent Non-executive Director	NA	Mr. Francis Colt deWolf III	Upon closing of this offering	Nominee for independent director position.
Independent Non-executive Director	NA	Mr. Kwan Kar Man	Upon closing of this offering	Nominee for independent director position.
Chief Operation Officer	General Manager	Ms. Leung Pik Ying (Dione)	Upon closing of this offering	Promotion from General Manager.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Committee Establishment	The board of directors has approved the establishment of an audit committee, a compensation committee, and a nomination committee, each operating pursuant to a charter upon the effectiveness of the registration statement.	Upon effectiveness of registration statement	Enhances corporate governance structure in line with public company requirements, providing specialized oversight for financial reporting, executive compensation, and director nominations.
Audit Committee Composition	The audit committee will consist of Mr. Tam (Chair), Mr. deWolf, and Mr. Kwan, all of whom are independent non-executive directors. Mr. Tam has been designated as an audit committee financial expert.	Upon effectiveness of registration statement	Ensures compliance with SEC and Nasdaq rules for audit committee independence and expertise, crucial for robust financial oversight and integrity.
Compensation Committee Composition	The compensation committee will consist of Mr. Tam, Mr. deWolf, and Mr. Kwan (Chair), all of whom are independent non-executive directors.	Upon effectiveness of registration statement	Establishes independent oversight of executive compensation, promoting fair and performance-aligned remuneration practices.
Nomination Committee Composition	The nomination committee will consist of Mr. Tam, Mr. deWolf, and Mr. Kwan (Chair), all of whom are independent non-executive directors.	Upon effectiveness of registration statement	Provides independent oversight for director nominations and board composition, promoting diversity and ensuring qualified individuals are considered for board roles.
Code of Conduct and Ethics Adoption	A written code of business conduct and ethics has been adopted, applicable to directors, officers, and employees, including the CEO, CFO, and principal accounting officer.	Immediately prior to completion of this offering	Establishes clear ethical guidelines and a compliance framework, crucial for maintaining integrity and trust as a public company.
Director Service Agreements	Each director has entered into a service agreement for an initial term of one year, continuing until a successor is duly elected and qualified, with annual re-election.	Immediately prior to completion of this offering	Formalizes director terms and re-election processes, providing clarity on board tenure and accountability.
Indemnification Agreements	Indemnification agreements have been entered into with each director and executive officer, providing protection against certain liabilities and expenses incurred in connection with their service.	NA	Offers legal protection to attract and retain qualified directors and officers, though the SEC views such indemnification for Securities Act liabilities as against public policy.

Legal Proceedings

As of the date of this prospectus, neither the company nor its subsidiaries are a party to, nor to management's knowledge, have been threatened with any legal proceeding that is likely to have a material adverse effect on the business, financial condition, or operations.
The company is inherently exposed to potential liability from complaints, claims, and possible litigation brought by customers due to the health risks associated with its services.
Dr. Pang Sai Yau, the medical partner, has agreed to indemnify the company against losses from customer complaints if he is found negligent, although the value of this indemnification is noted as limited.
Medicine suppliers are expected to indemnify the company against losses resulting from product liabilities.

Related Party Transactions

Mr. Ng Hon Kin, the Chairman, CEO, and ultimate shareholder, controls Global Medical Equipment Co., Ltd., Smart Key International Consultant Co., Ltd., and Be Health Co., Ltd., with which the company has engaged in various transactions.
Ms. Huang Weisi, a prior director of subsidiaries, controlled Euro Cos Co., Ltd., with which the company had transactions.
Bank borrowings were personally guaranteed by Ms. Huang Weisi, with these obligations assumed by Mr. Ng Hon Kin on April 2, 2024.
The company engages in working capital transactions with Mr. Ng Hon Kin and related companies, which are unsecured, non-interest bearing, and due on demand. Mr. Ng has agreed to collect balances due to him after the public offering.
A sub-lease agreement for the Yuen Long shop was entered with Be Health Company Limited, effective August 3, 2024, on a short-term and monthly basis. Rental fees paid were US$30,366 for the six months ended December 31, 2024, and US$61,107 for the eleven months ended May 31, 2025.
A management agreement was entered with Smart Key International Consultant Company Limited for the administrative office lease. Management fees paid were US$14,817 for the six months ended December 31, 2024, and US$39,527 for the eleven months ended May 31, 2025.
Management fees for manpower services were paid to Smart Key International Consultant Company Limited, amounting to US$103,596 for FY2024 and US$618,963 for FY2023, with no payments for the six months ended December 31, 2024.
Purchases of equipment, materials, and services from Global Medical Equipment Co., Ltd. amounted to US$4,157 for FY2024 and US$44,339 for FY2023, with no purchases for the six months ended December 31, 2024.
Purchases from Euro Cos Co., Ltd. amounted to US$212 for the six months ended December 31, 2024, and US$463 for FY2023, with no purchases for FY2024.
Rental expense for an executive (Mr. Ng Hon Kin) was US$18,756 for FY2023.
Salaries and employee benefits paid to Mr. Ng Hon Kin (by an associated company) were US$8,091 for the six months ended December 31, 2024, US$5,372 for the six months ended December 31, 2023, US$15,385 for FY2024, and US$15,385 for FY2023.
Ordinary Shares were issued to entities designated by noteholders (including Able Talent Business Ltd., Express Essential Holdings Limited, Many Trillion International Limited) on March 28, 2024, in consideration for the cancellation of promissory notes.

Stakeholder Impact

Shareholders: New investors face immediate and substantial dilution. The concentrated voting power of the Controlling Shareholder limits the influence of other shareholders. There is a significant risk of losing the entire investment due to going concern doubts, operational challenges, and geopolitical risks. The stock price is expected to be volatile.
Employees: The company plans to expand its beauty professional team from 1 medical practitioner and 19 therapists to 3 medical practitioners and 40 therapists, suggesting potential job growth. However, the closure of the Yuen Long shop will affect 7 employees, reducing the total workforce to 35 until a new shop opens.
Customers: The company's focus on high-quality, personalized medical cosmetology and traditional beauty services, along with plans for service and geographical expansion, aims to enhance customer experience and accessibility. However, the closure of the Yuen Long shop may cause inconvenience for customers in that area.
Suppliers: The company will continue to rely on third-party distributors for injectables and skin care products, maintaining existing supplier relationships.
Creditors: The 'going concern' warning and negative cash flows raise concerns about the company's ability to meet its financial obligations. However, management anticipates that IPO proceeds, bank borrowings, and shareholder loans will cover liquidity needs for at least the next 12 months. Bank loans are personally guaranteed by Mr. Ng.

Next Steps

Complete the initial public offering and secure listing approval for Class A Ordinary Shares on the Nasdaq Capital Market.
Expand market penetration in Southeast Asia.
Establish internal research and development capacity for medical cosmetology technologies, services, and products.
Launch own-branded skin care and beauty products.
Open new service centers in Hong Kong to restore pre-COVID-19 levels and target new business districts.
Broaden service offerings to cater to high-growth segments, including male customers.
Upgrade and diversify service offerings by monitoring and adopting advanced medical-grade equipment and technologies.
Invest in software technology to achieve real-time monitoring of daily operations, centralize information exchange, integrate functions, and collect operational data.
Recruit, train, and maintain an experienced and dedicated team of management and senior beauty professionals, aiming to expand from 1 medical practitioner and 19 therapists to 3 medical practitioners and 40 therapists.
Close the Yuen Long shop on September 30, 2025, and open a new shop in another location in Hong Kong.
Address material weaknesses in internal control over financial reporting by recruiting additional qualified financial and accounting personnel and establishing clear rules and responsibilities.
Conduct regular review and management of all Hong Kong subsidiaries' cash transfers and report to the board of directors.

Key Dates

Date	Description
March 31, 2004	Grand Century Holding Company Limited (GCHL), the operating subsidiary, was founded in Hong Kong.
June 21, 2006	Doctors Concept Medical and Cosmetics Company Limited (DCMCL), the trademarks custodian, was incorporated in Hong Kong.
March 2020	The World Health Organization recognized the COVID-19 outbreak as a global pandemic.
Early 2020 Early 2023	The Hong Kong government imposed a series of social distancing and business closure orders due to the COVID-19 pandemic.
July 1, 2021	The company adopted ASU 2016-13 (Financial Instruments – Credit Losses) and ASU No. 2014-09 (Revenue from Contracts with Customers).
August 30, 2021	Bank of China HKD2,000,000 Facility Letter was issued.
October 2022	Easing of COVID-19 pandemic measures in Hong Kong.
November 2022	TAAD LLP, the company's auditor, was last inspected by the PCAOB.
December 15, 2022	The PCAOB Board determined it had complete access to inspect and investigate registered public accounting firms in mainland China and Hong Kong, vacating previous determinations.
December 29, 2022	The Accelerating Holding Foreign Companies Accountable Act (AHFCAA) was enacted, reducing the non-inspection period from three years to two.
Early 2023	COVID-19 pandemic measures were lifted in Hong Kong.
February 17, 2023	The CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (New Overseas Listing Rules).
March 31, 2023	The New Overseas Listing Rules became effective.
May 30, 2023	Lease start date for Yuen Long Shop (Office No. 8-9).
July 17, 2023 February 8, 2024	The Controlling Shareholder borrowed US$1,038,000 from seven individuals via promissory notes.
August 20, 2023	Lease start date for the Langham Place shop.
October 16, 2023	Lease start date for the original premises of a shop (World Trade Centre).
March 13, 2024	MEDI Group Limited was incorporated in the Cayman Islands.
March 21, 2024	MEDI Trade Holding Limited (MTHL) was incorporated in Hong Kong.
March 22, 2024	MEDI Trade Corporation Limited (MTL) was incorporated in Hong Kong.
March 28, 2024	The Reorganization was completed, and promissory notes were cancelled with Ordinary Shares issued to noteholders' designated entities.
April 2, 2024	Mr. Ng Hon Kin assumed personal guarantees for bank loans from Ms. Huang Weisi.
June 24, 2024	Lease contract for the new administrative office was signed.
July 12, 2024	Lease start date for the new premises of the World Trade Centre shop.
July 29, 2024	Cooperation Agreement between Be Health Company Limited and GCHL regarding the Yuen Long shop sublease was entered.
July 30, 2024	Lease contract for the new administrative office was signed.
July 31, 2024	Management agreement with Smart Key International Consultant Company Limited was entered.
August 1, 2024	Lease start date for the CEO Tower office.
August 3, 2024	Sub-lease start date for Yuen Long Shop (Office No. 6-7).
August 26, 2024	Mr. Ng entered agreements to assume current accounts of related parties.
September 1, 2024	The company moved to its new office located at Unit 15-16, 22/F., CEO Tower, 77 Wing Hong Street, Cheung Sha Wan, Kowloon, Hong Kong.
December 31, 2024	End of the most recent unaudited financial period.
January 1, 2025	China's Regulations on Network Data Security Management take effect.
March 19, 2025	The capital structure was restructured to a dual-class share system.
March 31, 2025	Date of the auditor's report for the fiscal years ended June 30, 2024, and 2023.
September 15, 2025	Ms. Kelly Sin assumed the role of new Chief Financial Officer.
September 29, 2025	Filing date of the F-1/A amendment.
September 30, 2025	Planned closure date of the Yuen Long shop.
May 29, 2026	Lease end date for Yuen Long Shop (Office No. 8-9 and No. 6-7).
July 11, 2027	Lease end date for the World Trade Centre shop.
July 31, 2027	Lease end date for the CEO Tower office.
May 7, 2030	Maturity date for Bank of China HKD4,000,000 loan.
August 29, 2031	Maturity date for Bank of China HKD2,000,000 loan.
May 26, 2032	Maturity date for Bank of China HKD3,000,000 loan.

Recommendation

sell

The company faces severe financial challenges, including significant revenue declines, negative operating cash flows, and a formal 'going concern' warning from its auditor. While the IPO aims to inject capital, the underlying business performance is deteriorating, and the company operates in a highly competitive and regulated market with substantial geopolitical risks related to Hong Kong and China. The concentrated ownership structure further limits minority shareholder influence. Given these factors, the investment carries extremely high risk, and a seasoned investor would likely recommend selling or avoiding the stock due to the high probability of capital loss and significant uncertainties.

Keywords

Medical Cosmetology, Beauty Services, Hong Kong, IPO, Nasdaq Listing, SEC Filing, F-1/A, Financial Performance, Going Concern, Risk Factors, Corporate Governance, Dual-Class Shares, PRC Regulation, Data Privacy, HFCAA, Market Expansion, Doctors Concept, Aesthetic Treatments

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.