Global Engine Group Holding LtdGLE财报

Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not Applicable. Item 3. KEY INFORMATION A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors 1 SUMMARY OF RISK FACTORS Investment in our securities involves a high degree of risk.

You should carefully consider the risks described below together with all of the other information included in this Annual Report before making an investment decision. The risks and uncertainties described below represent our known material risks to our business. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer.

In that case, you may lose all or part of your investment. Risks Related to Our Business. See “ Item 3. Key Information — Risk Factors — Risks Related to Our Business ” starting on page 6 of this Annual Report.

Risks and uncertainties related to our business and industry include, but are not limited to, the following: ● Changes in capital markets, merger and acquisition activity, legal or regulatory requirements, general economic conditions and monetary or geopolitical disruptions, as well as other factors beyond our control, could reduce demand for our practice offerings or services, in which case our revenues and profitability could decline. ● Our revenues, operating income and cash flows are likely to fluctuate. ● We have a substantial customer concentration, with a limited number of customers accounting for a substantial portion of our revenues. ● We are exposed to the credit risks of our customers. ● We rely on a limited number of vendors.

A loss of any of these vendors could significantly negatively affect our business. ● Inadequate or inaccurate external and internal information, including budget and planning data, could lead to inaccurate financial forecasts and inappropriate financial decisions. ● We may fail to innovate or create new solutions which align with changing market and customer demand. ● We may not manage our growth effectively, and our profitability may suffer. ● Our limited operating history may not provide an adequate basis to judge our future prospects and results of operations. ● A failure in our information technology, or IT, systems could cause interruptions in our services, undermine the responsiveness of our services, disrupt our business, damage our reputation and cause losses. ● We may not be able to protect our intellectual property rights. ● We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations. ● Our principal shareholders have substantial influence over our company and their interests may not be aligned with the interests of our other shareholders. ● If we become directly subject to the recent 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 and could result in a loss of your investment in our ordinary shares, especially if such matter cannot be addressed and resolved favorably. ● If we fail to compete effectively, we may miss new business opportunities or lose existing customers, and our revenues and profitability may decline. 2 Risks Related to Our People.

See “ Item 3. Key Information — Risk Factors — Risks Related to Our People ” starting on page 20 of this Annual Report.

We are also subject to risks and uncertainties related to our people, including, but not limited to, the following: ● Our failure to recruit and retain qualified professionals could negatively affect our financial results and our ability to staff client engagements, maintain relationships with clients and drive future growth. ● Headcount reductions to manage costs during periods of reduced demand for our services could have negative impacts on our business over the longer term. ● Employees may leave our Company to form or join competitors, and we may not have, or may choose not to pursue, legal recourse against such professionals.

Risks Related to Acquisitions. See “ Item 3. Key Information — Risk Factors — Risks Related to Acquisitions ” starting on page 21 of this Annual Report.

We are also subject to risks and uncertainties related to our potential acquisitions, including, but not limited to, the following: ● We may have difficulty integrating acquisitions or convincing clients to allow assignment of their engagements to us, which can reduce the benefits we receive from acquisitions. ● An acquisition may not be accretive in the near term or at all. ● We may have a different system of governance and management from a company we acquire or its parent, which could cause professionals who join us from an acquired company to leave us. ● Due to fluctuations in our stock price, acquisition candidates may be reluctant to accept our ordinary shares as purchase price consideration, use of our shares as purchase price consideration may be dilutive or the owners of certain companies we seek to acquire may insist on stock price guarantees.

Risks Related to Our Corporate Structure. See “ Item 3. Key Information — Risk Factors — Risks Related to Our Corporate Structure ” starting on page 22 of this Annual Report.

We are also subject to risks and uncertainties related to our corporate structure, including, but not limited to, the following: ● We may rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business. ● Although we currently have no operations in mainland China and we believe that we are not subject to the Chinese government’s direct influence or discretion over the manner in which we conduct our business activities outside of mainland China, there is no guarantee that the PRC government will not seek to intervene or influence GEL’s operations at any time.

If GEL were to become subject to such oversight, discretion or control, including over overseas offerings of securities and/or foreign investments, it may result in a material adverse change in GEL’s operations, significantly limit or completely hinder GE Group’s ability to offer or continue to offer securities to investors and cause the value of GE Group’s securities to significantly decline or be worthless, which would materially affect the interests of the investors.

There also can be no assurance that the PRC government will not intervene or impose restrictions on GE Group’s ability to transfer or distribute cash within its organization, which could result in an inability or prohibition on making transfers or distributions to entities outside of Hong Kong and adversely affect its business. ● There remain some uncertainties as to whether we will be required to obtain approvals from Chinese authorities to offer securities in the future, and if required, we cannot assure you that we will be able to obtain such approval. 3 ● Our lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud which may affect the market for and price of our Ordinary Shares. ● If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would not incur as a foreign private issuer. ● We are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make it more difficult to compare our performance with other public companies. ● As an “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements.

Such reduced disclosure may make our Ordinary Shares less attractive to investors. ● We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.” ● Our board of directors may decline to register transfers of Ordinary Shares in certain circumstances.

Risks Related to Doing Business in Hong Kong. See “ Item 3. Key Information — Risk Factors — Risks Related to Doing Business in Hong Kong ” starting on page 25 of this Annual Report.

Substantially all of our operations are in Hong Kong, so we face risks and uncertainties related to doing business in Hong Kong in general, including, but not limited to, the following: ● Although we and our subsidiaries are not based in mainland China and we have no operations in mainland China, in light of the PRC government’s recent expansion of authority in Hong Kong, we may be subject to uncertainty about any future actions of the PRC government or authorities in Hong Kong, and it is possible that all the legal and operational risks associated with being based in and having operations in the PRC may also apply to operations in Hong Kong in the future.

There is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong. The PRC government may intervene or influence our current and future operations in Hong Kong at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers like ourselves.

Such governmental actions, if and when they occur: (i) could significantly limit or completely hinder our ability to continue our operations; (ii) could significantly limit or hinder our ability to offer or continue to offer our Ordinary Shares to investors; and (iii) may cause the value of our Ordinary Shares to significantly decline or become worthless. ● There remain some uncertainties as to whether we will be required to obtain approvals from Chinese authorities to offer securities in the future, and if required, we cannot assure you that we will be able to obtain such approval. ● It may be difficult for overseas shareholders and/or regulators to conduct investigation or collect evidence within China. ● A substantial part of GEL’s operations are in Hong Kong.

However, due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Ordinary Shares.

The PRC government may also intervene or impose restrictions on our ability to move money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong.

Changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also be quick with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain. ● You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in this Annual Report based on Hong Kong laws. ● The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our Hong Kong holding subsidiary. ● There are political risks associated with conducting business in Hong Kong. ● We may be affected by the currency peg system in Hong Kong. 4 Risks Related to Our Ordinary Shares.