Company Description

We are committed to providing comprehensive corporate management consulting and asset management services, tailored to address the specific needs of each client. Our goal is to empower our clients to design, implement, and achieve their unique business and investment objectives. Incorporated as an exempted company with limited liability in the Cayman Islands on October 15, 2024, we operate as a holding company with no material operations. Since 2023, we have been identifying market opportunities and offering consulting services through Starchain to a growing network of clients. Through the corporate management consulting practice, Starchain built strong relationships with clients, advising them on operational and strategic challenges. This privileged access has revealed a recurring need for sophisticated asset management solutions, tailored for both corporate and personal capital and the struggle to find trusted partners. Recognizing this gap, our management team strategically refined our business strategy to include a complementary asset management arm. Starting in 2024, we began offering asset management services through HF CM, HF IAM and HF Fund SPC. As of the date of this prospectus, all our business activities are conducted through our direct and indirect wholly owned subsidiaries. Our business consists of two main segments: (i) corporate management consulting services and (ii) asset management services. Corporate Management Consulting Services Through one of our wholly owned subsidiaries in Hong Kong, Starchain, we provide corporate management consulting services in exchange for service fees, primarily serving clients listed on the Hong Kong Stock Exchange and U.S. stock exchanges. Starchain specializes in delivering structured and tailored consulting solutions to meet the unique needs of our clients. Specifically, these services include: (i) Management consulting — providing strategic insights and recommendations to drive business growth, delivering performance management reports, advising on key performance indicators (KPIs) and how to measure and optimize performance effectively; and (ii) Regulatory compliance and governance consulting — providing comprehensive regulatory and compliance consulting services, assisting to mitigate compliance risks and adopt best practices for corporate governance, ensuring compliance during company setup and maintaining statutory records to uphold proper corporate governance. Our fee collection structure consists of both fixed fees and recurring monthly fees. For project-based services, fees are structured according to milestones, with payments due at each milestone achievement. We believe our fee structure allows a clear, structured, and performance-driven fee system for our clients. The largest client for both years was HF Holdings, our major shareholder and an entity controlled by our Chairman. HF Holdings accounted for 38% and 100% of our total revenue for the years ended December 31, 2024 and 2023, respectively. Asset Management Services Through our wholly owned subsidiaries in Cayman Islands, British Virgin Islands and Hong Kong, HF CM, HF IAM and HF Fund SPC, we provide asset management services, including fund subscription and fund management services, and receive subscription fees and management fees accordingly. HF Fund SPC is an open-ended investment fund regulated by the CIMA, and focuses its investment in the secondary market, primarily targeting publicly listed companies in the global technology and innovation sectors. HF CM is an approved investment manager registered with the FSC, and acts as the investment manager of HF Fund SPC. HF IAM is an entity with Type 4 (advising on securities) and Type 9 (asset management) licenses issued by the SFC. It is qualified to provide asset management services to professional investors, including discretionary account management services, fund management, and other customized investment solutions. HF CM handles the process of client’s subscription to HF Fund SPC, distributing fund offering documents, processing subscription applications, and conducting KYC (Know Your Customer) and AML (Anti-Money Laundering) checks. In addition, HF CM works with HF IAM, the investment advisor to HF Fund SPC’s portfolio company, providing services to HF Fund SPC including portfolio management, asset allocation, risk management, compliance with investment mandates, and executing investment decisions. HF CM charges a management fee in proportion to the total subscription amount. Our asset management services generate income through two primary revenue streams: 1) Subscription fee revenue: HF CM, as the fund manager, charging a subscription fee typically set at 2% of the total subscription amount. 2) Management fee revenue: HF CM, as the fund manager, charges an annual management fee of 1.2% of the total subscription amount, payable monthly. This revenue stream was initiated in mid-December 2024. For the year ended December 31, 2024, we generated net income of approximately US$866,769, which represented an increase by 194.3% from a net loss of approximately US$919,173 for the year ended December 31, 2023. For the years ended December 31, 2024 and 2023, our total revenue was approximately US$2,029,269 and US$119,534, respectively. Of this, revenue from corporate management consulting services accounted for approximately US$1,374,718 in 2024 and US$119,534 in 2023, or approximately 67.7% and 100.0%, respectively. Revenue from asset management services contributed approximately US$654,551 (32.3%) in 2024, compared to nil in 2023. For the years ended December 31, 2024 and 2023, our largest client, HF Holdings, accounted for 24.6% and nil of our total revenue, respectively, while our second largest client, Mr. QIAN Fenglei, accounted for 13.0% and 100% of our total revenue, respectively. HF Holdings is our major shareholder and an entity controlled by our Chairman, Mr. QIAN Fenglei. Both HF Holding and Mr. Qian are related parties of our Company. --- Our principal executive offices are located at Unit 2008, 20/F, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong. Our telephone number at this address is +852 3905 2399. Our registered office in the Cayman Islands is located at Office of Sertus Incorporations (Cayman)Limited, Sertus Chambers, Governors Square, Suite # 5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands. Our agent for service of process in the United States is located at 122 East 42nd Street, 18th Floor, New York, NY 10168.