Cre8 Enterprise Ltd

Cre8 Enterprise Limited (the "Company") operates as a holding company incorporated in the British Virgin Islands, with its primary operations conducted through its wholly-owned subsidiary, Cre8 (Greater China) Limited ("Cre8 Hong Kong"), in Hong Kong ¹. The Company provides integrated financial printing services, catering to listed companies, IPO applicants, and private companies within the finance and capital markets in Hong Kong ². Following a recent acquisition, the Company has expanded its operations to Japan through UPPERHAND Japan Limited ³. The business model is characterized by project-by-project engagements for IPO applicants, while listed companies may engage services on a periodic or yearly basis ⁴. The Company's revenue streams are primarily derived from integrated IPO financial printing services and non-IPO financial printing services ⁵.

The Company's core business model revolves around offering 24/7 integrated financial printing services under the "Cre8" brand ⁶. These services encompass concept creation and artwork design, typesetting, proofreading, translation, printing, binding, logistics arrangement, uploading or e-Submissions of financial reports and compliance documents to the Stock Exchange website, and media placements ⁷. Additionally, Cre8 Hong Kong provides complementary design services such as website design, branding, and content creation for marketing materials, along with technological support for compliance with Listing Rules through its "Cre8IR" brand website for disseminating announcements, circulars, financial reports, and industry news feeds ⁸. The Company relies on external service suppliers for all printing and binding/packaging works, delivery of final content outputs, and substantially all translation works, allowing it to focus resources on core business aspects and achieve operational efficiency and capital savings ⁹.

The Company's services are categorized into two main types: integrated IPO financial printing services and non-IPO financial printing services ¹⁰. Integrated IPO financial printing services involve printing-related services for application proofs of prospectuses, announcements, application forms, and other ancillary documents for listing applications on the Stock Exchange ¹¹. Revenue from this segment increased from approximately HK$32.8 million ¹² in FY2024 to approximately HK$63.2 million (US$8.1 million) ¹³ in FY2025, representing approximately 48.2% ¹⁴ of total revenue in FY2025 ¹⁵. This increase was attributed to a rise in successful projects from 5 ¹⁶ in FY2024 to 8 ¹⁷ in FY2025, recognition of high-revenue projects, and increased demand for extra services ¹⁸.

Non-IPO financial printing services include printing-related services for financial reports (announcements, annual reports, interim reports, and quarterly reports for listed companies), compliance documents (announcements and circulars), and ad-hoc projects for customized products like corporate brochures and marketing materials ¹⁹. Revenue from non-IPO services decreased from approximately HK$71.0 million ²⁰ in FY2024 to approximately HK$67.8 million (US$8.7 million) ²¹ in FY2025, representing approximately 51.8% ²² of total revenue in FY2025 ²³. This decline was primarily due to a decrease in financial printing services for annual reports, from approximately HK$41.6 million ²⁴ in FY2024 to approximately HK$34.6 million ²⁵ in FY2025, a consequence of the paperless listing regime in Hong Kong ²⁶.

For the fiscal year ended December 31, 2025, the Company reported total revenue of approximately HK$130.9 million (US$16.8 million) ²⁷. Gross profit for FY2025 was approximately HK$54.9 million (US$7.1 million) ²⁸, resulting in an overall gross profit margin of approximately 41.9% ²⁹. Operating income was approximately HK$5.9 million (US$0.8 million) ³⁰. Net income decreased to approximately HK$5.3 million (US$0.7 million) ³¹. Basic and diluted EPS for FY2025 was HK$2.73 (US$0.35) ³². Cash and cash equivalents stood at approximately HK$54.7 million (US$7.0 million) ³³ as of December 31, 2025. Total current liabilities were approximately HK$54.1 million (US$6.9 million) ³⁴, and total non-current liabilities were approximately HK$10.5 million (US$1.3 million) ³⁵. Bank borrowings amounted to approximately HK$8.1 million (US$1.0 million) ³⁶.

Comparing FY2025 to FY2024, total revenue increased by 26.1% ³⁷ from approximately HK$103.8 million ³⁸ to HK$130.9 million ³⁹. This growth was driven by a significant increase in integrated IPO financial printing services revenue, which rose from approximately HK$32.8 million ⁴⁰ to HK$63.2 million ⁴¹. Conversely, non-IPO financial printing services revenue decreased from approximately HK$71.0 million ⁴² to HK$67.8 million ⁴³, primarily due to a decline in annual report printing services ⁴⁴. The overall gross profit margin slightly increased from 40.8% ⁴⁵ in FY2024 to 41.9% ⁴⁶ in FY2025. Net income, however, decreased from approximately HK$6.4 million ⁴⁷ in FY2024 to HK$5.3 million ⁴⁸ in FY2025.

During the reported period, the Company completed its initial public offering on July 24, 2025, issuing 1,450,000 Class A Ordinary Shares at US$4.00 ⁴⁹ per share, generating gross proceeds of approximately US$5.8 million ⁵⁰. An over-allotment option for an additional 217,500 Class A Ordinary Shares was exercised on July 28, 2025, bringing total gross proceeds to approximately US$6.67 million ⁵¹ and net proceeds to approximately HK$38,907,534 (US$4,956,500) ⁵². The Company also received a Nasdaq notification on October 3, 2025, regarding non-compliance with the Minimum Bid Price Requirement ⁵³. To address this, a reverse stock split at a ratio of one (1) share for twelve (12) shares was approved on January 15, 2026, and the Company regained compliance on March 2, 2026 ⁵⁴. Furthermore, on March 10, 2026, Cre8 Incorp acquired 100% of Upperhand Investment Limited for US$200,000 ⁵⁵, expanding operations into Japan through its subsidiary, UPPERHAND Japan Limited ⁵⁶.

The Company's business objectives are centered on maintaining its position as a one-stop financial printing service provider in Asia, with growth plans focused on increasing operational scale and expanding its business across the Asia-Pacific region. A near-term operational priority is the integration of UPPERHAND Japan Limited, applying the operational disciplines, quality standards, and client service model from its Hong Kong business to the Japan platform ⁵⁷. The Company anticipates meaningful synergies from shared infrastructure, technology platforms, and management oversight over time ⁵⁸. The expansion strategy is driven by the structural growth of Asia-Pacific capital markets and the increasing participation of Asia-Pacific issuers on major regional exchanges, with the Company evaluating further expansion opportunities in other Asia-Pacific jurisdictions through organic investment, strategic acquisition, or partnership ⁵⁹.

A key growth vector involves enhancing IT infrastructures to improve service quality and operational efficiency. The Company plans to upgrade its data server capacity and quality by renting racks in a cage for data servers and private cloud space from a leading telecommunications provider in Hong Kong, and by installing private point-to-point networks from its new business premises to its servers ⁶⁰. These enhancements are expected to provide a more secure and stable environment for confidential customer information, reduce service outages, and streamline network settings for faster processing times ⁶¹. The Company also intends to implement a secure mobile office system to enable employees to access work via mobile devices, facilitating prompt customer responses and improving communication and operational efficiency, while also serving as a contingency in case of Central Office service disruptions ⁶². Additionally, the Company plans to implement a human resources and administration system to manage internal resources more efficiently ⁶³.

Another growth strategy is to continue attracting and retaining top talent in the industry. The Company intends to expand and enhance its sales and marketing team by recruiting more sales personnel to solidify existing customer relationships and develop new ones ⁶⁴. It also plans to recruit more operation staff, including customer service and translation staff, to develop its financial printing services ⁶⁵. Specifically, the Company aims to increase the capacity of its in-house translation team to meet expected increased demand from Mainland China corporations seeking listing on the Stock Exchange, following the full reopening of the Mainland China-Hong Kong border ⁶⁶. Talent attraction will be supported by offering career development opportunities through internal training, guidance from senior staff, and promotion opportunities ⁶⁷.

The Company also aims to broaden its customer base by leveraging synergies between various services. This includes cross-selling integrated services and providing quality services ⁶⁸. Furthermore, the Company intends to expand its financial printing-related services by creating website content, producing high-quality corporate videos, utilizing XBRL for business reporting, and developing editing and language programs to reduce labor-intensive tasks ⁶⁹.

The Company's planned capital allocation includes utilizing the net proceeds from its IPO. As of December 31, 2025, approximately US$1.4 million ⁷⁰ was utilized for expanding the business, approximately US$0.1 million ⁷¹ for upgrading the IT system, and approximately US$0.9 million ⁷² for working capital and other general corporate purposes ⁷³. The unutilized net proceeds were primarily held as bank deposits ⁷⁴. The Company currently intends to retain all remaining funds and future earnings for business operations and expansion and does not anticipate declaring or paying any further dividends in the foreseeable future ⁷⁵.

The Company faces several material risks, including financial performance variability due to project-by-project engagements, timing of project completion, and seasonality, particularly with higher demand in March, April, August, and September ⁷⁶. Reliance on third-party service suppliers for printing, binding, delivery, and most translation work exposes the Company to risks related to supplier performance, quality, and pricing, as well as the inability to secure alternative providers at reasonable prices ⁷⁷. Discrepancies between initial quotations and final billings may lead to customer disputes, affecting cash flows and results of operations ⁷⁸. The handling of confidential and inside information carries risks of leakage or substantial errors, potentially leading to regulatory investigations, liabilities, and reputational damage ⁷⁹. The Company does not own its business premises and is exposed to fluctuations in the commercial building rental market in Hong Kong, with potential for increased operating costs or business disruption if tenancy is terminated ⁸⁰. Lack of insurance for loss or damage to final content outputs during delivery by suppliers could result in liability claims and reputational harm ⁸¹. Infringement of intellectual property rights, particularly its "cre8" trademark, could harm its business and competitive position ⁸². Negative publicity could also adversely affect market recognition and reputation ⁸³. The Company relies on its senior management team, and their inability or unwillingness to continue could severely disrupt business ⁸⁴. Difficulties in recruiting and retaining experienced staff, coupled with increasing staff costs, may adversely affect operations and financial performance ⁸⁵. Information technology infrastructure failure, including server failure, network interruptions, security breaches, and cyberattacks, could disrupt operations, compromise data, and lead to liabilities ⁸⁶. Compliance failures with cybersecurity, data privacy, and data protection laws, particularly in Hong Kong and potentially Mainland China, could result in penalties and reputational damage ⁸⁷. The recent acquisition of Upperhand Investment Limited exposes the Company to the legal, regulatory, and business environment of Japan for the first time, with risks related to integration challenges and compliance with Japanese laws ⁸⁸. International operations in Hong Kong, Japan, and Mainland China involve risks such as cultural and language differences, limited brand recognition, varying employment laws, foreign currency fluctuations (especially between Japanese yen and USD/HKD), different legal and regulatory requirements, and geopolitical factors ⁸⁹. The Company's business performance is highly influenced by the conditions of the capital and financial market in Hong Kong, and unfavorable market or economic conditions in Hong Kong and Mainland China could materially affect its business ⁹⁰. Intense competition in the financial printing services industry in Hong Kong may lead to competitive pricing strategies and reduced profitability ⁹¹. Regulatory changes affecting customer obligations, such as paperless initiatives, could reduce demand for printed documents and services ⁹². The business is susceptible to risks in the capital market, particularly the IPO market in Hong Kong, and a prolonged bearish market could diminish demand for services ⁹³. Fixed operating costs, including salary and rent, may remain constant or increase even if revenues decline, adversely affecting net margins ⁹⁴. The Company relies on dividends from its Hong Kong operating subsidiary, and any future PRC government restrictions on cash transfers out of Hong Kong could materially affect its ability to conduct business or pay dividends ⁹⁵. Its Mainland China subsidiary, Cre8 China, is subject to PRC regulations on dividend payments and capital contributions, which could restrict funding and expansion ⁹⁶. As a BVI-incorporated company with operations in Hong Kong, investors may face difficulties protecting their interests or enforcing U.S. judgments due to limited reciprocal enforcement treaties ⁹⁷. The dual-class share structure concentrates voting control with the Controlling Shareholder, Cre8 Investments Limited, potentially limiting the influence of Class A Ordinary Shareholders ⁹⁸. The Company's Class A Ordinary Shares may experience extreme stock price volatility unrelated to operating performance, making it difficult for investors to assess value ⁹⁹. Failure to meet Nasdaq listing requirements, including the $1.00 minimum bid price and a proposed $5 million minimum market value, could result in delisting and reduced liquidity ¹⁰⁰.

Management's message to shareholders emphasizes a commitment to maintaining the Company's position as a one-stop financial printing service provider in Asia and pursuing growth through strategic expansion and operational enhancements. They highlight the recent initial public offering, which generated net proceeds of approximately HK$38,907,534 (US$4,956,500) ¹⁰¹, as a source of capital for operations. Management also addressed the Nasdaq Minimum Bid Price Requirement deficiency, which was resolved through a reverse stock split, and confirmed compliance was regained on March 2, 2026 ¹⁰². A key strategic priority is the integration of the newly acquired UPPERHAND Japan Limited, aiming to apply the successful operational model from Hong Kong to the Japanese market and realize synergies ¹⁰³. Another strategic focus is the enhancement of IT infrastructures to improve service quality, operational efficiency, and data security, including investments in data servers, private cloud space, and a secure mobile office system ¹⁰⁴. Finally, management is prioritizing attracting and retaining top talent, particularly in sales, marketing, and translation, to support organic growth and meet increasing demand, especially from Mainland China corporations ¹⁰⁵. The Company currently intends to retain all earnings for business operations and expansion and does not anticipate declaring or paying any further dividends in the foreseeable future ¹⁰⁶.