(Incorporated in the British Virgin Islands)

RCHL is a holding company incorporated in the BVI. As a holding company with no material operations, RCHL conducts all of its operations through our sole Operating Subsidiary, Rainbow Capital, a company incorporated in Hong Kong. Investors of our Class A Ordinary Shares should be aware that they will not and may never directly hold equity interests in our Operating Subsidiary, but rather purchasing equity solely in RCHL, the BVI holding company.

We principally engage in providing corporate finance services in Hong Kong. Our sole Operating Subsidiary, Rainbow Capital, is a corporation licensed by the SFC to carry on Type 6 (advising on corporate finance) and Type 1 (dealing in securities) regulated activities under the SFO. Over the years, through our dedication, passion and commitment in the industry, Rainbow Capital has emerged to be one of the most active financial advisers in Hong Kong based on the league tables set out in the section headed “Industry” in this prospectus. From 2022 to 2024, Rainbow Capital has been among the top five service providers in terms of the number of deals for various corporate finance services in Hong Kong, according to Frost & Sullivan. Specifically, during the same period, Rainbow Capital ranked 2^nd, 2^nd, 4^th, 5^th and 4^th in terms of the number of deals for acting as financial adviser to offerors in takeover transactions, one-time financial adviser to listed companies in Hong Kong, independent financial adviser in transactions related to the Listing Rules and the GEM Listing Rules, independent financial adviser in transactions related to the Takeovers Code and compliance adviser, respectively.

Since the commencement of our corporate finance services business in January 2020 and up to the date of this prospectus, we have acted for over 200 clients, a majority of which are listed companies in Hong Kong, engaging in a variety of industry sectors including biotechnology, technology, consumer products, food and beverage, property development and management, manufacturing, logistics, construction services, energy, natural resources and financial services. For the years ended September 30, 2023 and 2024, our net income amounted to approximately US$1.0 million and US$1.6 million, respectively.

Note: Net income and revenue are in U.S. dollars (converted from Hong Kong dollars) for the fiscal year that ended Sept. 30, 2024.

(Note: Rainbow Capital Holdings Ltd. is offering 1.375 million shares at a price range of $4.00 to $5.00 to raise $6.19 million, according to its F-1 filing dated Feb. 14, 2025.)