LGCL / Lucas GC Limited - Документы SEC, Годовой отчет, Доверенное заявление

Lucas GC Limited Regains Compliance with Nasdaq Minimum Bid Price Requirement

Exhibit 99.1 Lucas GC Limited Regains Compliance with Nasdaq Minimum Bid Price Requirement New York, July 22, 2025 /Globenewswire/ — Lucas GC Limited (NASDAQ: LGCL) (“Lucas” or the “Company”), an artificial intelligence (the “AI”) technology-driven Platform-as-a-Service (the “PaaS”) company whose technologies have been applied to the human resources, insurance and wealth management industry vertic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-41658

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-41658 Lucas GC Limited (Exact name of registrant as specified in its charter) Room 5A01, 4th Floor Air China Building, Xiaoyun Road Sanyuanqiao, Chaoyang D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001-41658

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001-41658 Lucas GC Limited (Exact name of registrant as specified in its charter) Room 5A01, 4th Floor Air China Building, Xiaoyun Road Sanyuanqiao, Chaoyang D

Lucas GC Limited Announces Closing of Follow-On Offering

Exhibit 99.1 Lucas GC Limited Announces Closing of Follow-On Offering NEW YORK, June 23, 2025 (GLOBE NEWSWIRE) — Lucas GC Limited (NASDAQ: LGCL) (“Lucas” or the “Company”), an artificial intelligence (“AI”) technology-driven Platform-as-a-Service (“PaaS”) company with proprietary technologies applied to the human resources and insurance industry verticals, today announced the closing of its “best

32,150,000 Ordinary Shares

Filed Pursuant to Rule 424(b)(4) Registration No. 333-286650 32,150,000 Ordinary Shares This is a public offering of ordinary shares of Lucas GC Limited, par value US$0.000005 per share. Our ordinary shares are listed on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “LGCL.” On June 18, 2025, the closing trading price for our ordinary shares, as reported on the Nasdaq, was US$0.68 per s

AC Sunshine Securities LLC

AC Sunshine Securities LLC June 13, 2025 VIA EDGAR Ms. Marion Graham Securities and Exchange Commission Division of Corporate Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Lucas GC Limited (CIK No. 0001954694) Registration Statement on Form F-1 (File No. 333-286650) Dear Ladies and Gentlemen: Pursuant to Rule 461 of Regulation C (“

[Signature page follows]

June 13, 2025 VIA EDGAR Ms. Marion Graham Division of Corporate Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Lucas GC Limited (CIK No. 0001954694) Registration Statement on Form F-1 (File No. 333-286650) Dear Ladies and Gentlemen: Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as am

AC Sunshine Securities LLC

AC Sunshine Securities LLC June 9, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F.

[Signature page follows]

June 9, 2025 VIA EDGAR Division of Corporate Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Lucas GC Limited (CIK No. 0001954694) Registration Statement on Form F-1 (File No. 333-286650) Withdrawal of Acceleration Request Dear Ladies and Gentlemen: Reference is made to our letter, filed as correspondence via EDGAR on June 5, 2025, i

AC Sunshine Securities LLC

AC Sunshine Securities LLC June 5, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Office of Technology U.

[Signature page follows]

June 5, 2025 VIA EDGAR Division of Corporate Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Lucas GC Limited (CIK No. 0001954694) Registration Statement on Form F-1 (File No. 333-286650) Dear Ladies and Gentlemen: Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Lucas GC Lim

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-41658

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-41658 Lucas GC Limited (Exact name of registrant as specified in its charter) Room 5A01, 4th Floor Air China Building, Xiaoyun Road Sanyuanqiao, Chaoyang Di

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION Lucas GC Limited (adopted by a special resolution passed on May 5, 2025)

Exhibit 99.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Lucas GC Limited (adopted by a special resolution passed on May 5, 2025) 1 The name of the Company is Lucas GC Limited. 2 The Registered Office of the Company will be situated at the offices of ICS Corporate Services (Cayman) Limited, Palm Grove Unit

As filed with the Securities and Exchange Commission on April 30, 2025

As filed with the Securities and Exchange Commission on April 30, 2025 Registration Statement No.

As filed with the U.S. Securities and Exchange Commission on April 30, 2025

As filed with the U.S. Securities and Exchange Commission on April 30, 2025 Registration No. 333-286651 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Lucas GC Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) Cayma

As filed with the Securities and Exchange Commission on April 21, 2025

As filed with the Securities and Exchange Commission on April 21, 2025 Registration Statement No.

Room 1401A, Tower 2, Kerry Center Qianhai, Qianhai Avenue, Nanshan District, Shenzhen, China T:(86-755) 2155-7000 F: (86-755) 2155-7099

Exhibit 99.2 Room 1401A, Tower 2, Kerry Center Qianhai, Qianhai Avenue, Nanshan District, Shenzhen, China T:(86-755) 2155-7000 F: (86-755) 2155-7099 April 21, 2025 To: Lucas GC Limited (the “Company”) Room 5A01, 4th Floor Air China Building, Xiaoyun Road Sanyuanqiao, Chaoyang District Beijing 100027, China Dear Sirs or Madams, We are qualified lawyers in the People’s Republic of China (which, for

List of Significant Subsidiaries of the Registrant

Exhibit 21.1 List of Significant Subsidiaries of the Registrant Significant Subsidiaries: Entity Place of incorporation Lucas Star Holding Limited British Virgin Islands Lucas Star Global Limited Hong Kong Qingdao Luogaoshi Consulting Co., Ltd. People’s Republic of China Lucas Group China Limited People’s Republic of China Luogaoshi Technology (Beijing) Co., Ltd. People’s Republic of China

Calculation of Filing Fee Tables Form F-1 (Form Type) Lucas GC Ltd (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form F-1 (Form Type) Lucas GC Ltd (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Ordinary shares, par value US$0.

SECURITIES PURCHASE AGREEMENT

Exhibit 10.6 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2025, between Lucas GC Limited, a Cayman Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth

April 21,

Exhibit 99.3 April 21, 2024 Lucas GC Limited Room 5A01, 4th Floor, Air China Building, Xiaoyun Road, Sanyuanqiao, Chaoyang District, Beijing 100027, China Ladies and Gentlemen: Frost & Sullivan (Beijing) Inc. hereby consents to references to its name in the registration statement on Form F-1 (together with any amendments thereto, the “Registration Statement”) in relation to the public offering of

As filed with the U.S. Securities and Exchange Commission on April 21, 2025

As filed with the U.S. Securities and Exchange Commission on April 21, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Lucas GC Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) Cayman Islands Not Applicable

Calculation of Filing Fee Tables Form F-3 (Form Type) Lucas GC Ltd (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) Lucas GC Ltd (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Unallocated (Universal) Shelf Ordinary shares, par value US$0.

PLACEMENT AGENCY AGREEMENT

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT AC Sunshine Securities LLC 200 E Robinson Street Suite 295, Orlando, FL 32801 [], 2025 Ladies and Gentlemen: This letter (this “Agreement”) constitutes the agreement by and between Lucas GC Limited (the “Company”) and AC Sunshine Securities LLC (the “Placement Agent”) pursuant to which the Placement Agent shall serve as the placement agent for the Company, on

EX-99.2

Exhibit 99.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-4165

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-41658 Lucas GC Limited (Exact name of registrant as specified in its charter) Room 5A01, 4th Floor Air China Building, Xiaoyun Road Sanyuanqiao, Chaoyang

LUCAS GC LIMITED Room 5A01, 4th Floor Air China Building, Xiaoyun Road Sanyuanqiao, Chaoyang District Beijing 100027, China Notice of Extraordinary General Meeting To Be Held on May 5, 2025 at 9:00 a.m. Eastern Time (or any adjournment or postponemen

Exhibit 99.1 LUCAS GC LIMITED Room 5A01, 4th Floor Air China Building, Xiaoyun Road Sanyuanqiao, Chaoyang District Beijing 100027, China Notice of Extraordinary General Meeting To Be Held on May 5, 2025 at 9:00 a.m. Eastern Time (or any adjournment or postponement thereof) To the Shareholders of Lucas GC Limited: Lucas GC Limited (the “Company,” or “we”) will hold an extraordinary general meeting

As confidentially submitted to the Securities and Exchange Commission on April 1, 2025

As confidentially submitted to the Securities and Exchange Commission on April 1, 2025 Registration Statement No.

List of Significant Subsidiaries of the Registrant

Exhibit 21.1 List of Significant Subsidiaries of the Registrant Significant Subsidiaries: Entity Place of incorporation Lucas Star Holding Limited British Virgin Islands Lucas Star Global Limited Hong Kong Qingdao Luogaoshi Consulting Co., Ltd. People’s Republic of China Lucas Group China Limited People’s Republic of China Luogaoshi Technology (Beijing) Co., Ltd. People’s Republic of China

邮编 100020

中国北京市朝阳区 光华路1号 北京嘉里中心南楼20层 邮编 100020 电话 +86 10 8520 0600 传真 +86 10 8520 0700 网址 www.

Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Brian Lin, certify that: 1. I have reviewed this annual report on Form 20-F of Lucas GC Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the c

Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Howard Lee, certify that: 1. I have reviewed this annual report on Form 20-F of Lucas GC Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on our report dated March 31, 2025 relating to the consolidated financial statements of Lucas GC Limited, appearing in the Annual Report on Form 20-F of Lucas GC Limited, for the year ended December 31, 2024. /s/ Enrome LLP Singapore March 31, 2025

Our ref

Exhibit 15.1 Our ref JLH/812965-000001/32014350v1 Lucas GC Limited Room 5A01, 4th Floor, Air China Building, Xiaoyun Road, Sanyuanqiao, Chaoyang District, Beijing 100027, China 31 March 2025 Dear Sir or Madam Re: Lucas GC Limited We have acted as legal advisers as to the laws of the Cayman Islands to Lucas GC Limited, an exempted company with limited liability incorporated in the Cayman Islands (t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES E

LUCAS GC LIMITED EXECUTIVE COMPENSATION CLAWBACK POLICY

Exhibit 97 LUCAS GC LIMITED EXECUTIVE COMPENSATION CLAWBACK POLICY The Board of Directors (the “Board”) of Lucas GC Limited (the “Company”) has adopted the following executive compensation clawback policy (this “Policy”).

Independent Registered Public Accounting Firm’s Consent

Exhibit 15.3 Independent Registered Public Accounting Firm’s Consent We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-283728) of our report dated April 29, 2024 with respect to our audits of the consolidated financial statements of Lucas GC Limited and Subsidiaries as of December 31, 2022 and 2023 and for the two-year ended December 31, 2023, which is

Certification by Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certification by Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Lucas GC Limited (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Howard Lee, Chief Executive Officer of the Company, certify, pursuant

LUCAS GC LIMITED INSIDER TRADING POLICY

Exhibit 11.2 LUCAS GC LIMITED INSIDER TRADING POLICY As set forth in this Policy (the “Policy”), Lucas GC Limited (the “Company”) has established rules for directors, officers, employees, designated consultants and contractors of the Company and its subsidiaries regarding trading in Company securities. All directors, officers, employees, designated consultants and contractors of the Company and it

Certification by Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 Certification by Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Lucas GC Limited (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian Lin, Chief Financial Officer of the Company, certify, pursuant t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-41

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-41658 Lucas GC Limited (Exact name of registrant as specified in its charter) Room 5A01, 4th Floor Air China Building, Xiaoyun Road Sanyuanqiao, Chaoyan

Lucas GC Limited 2024 Equity Incentive Plan

Exhibit 10.1 Lucas GC Limited 2024 Equity Incentive Plan 1. Purposes of this Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Officers, Directors and Consultants (each a “Service Provider” and, together, the “Service Providers”), and to promote the success of the Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Lucas GC Limited (Exact Name of Registrant as Specified in its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Lucas GC Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands N/A (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) Room 5A01, 4th Floor Air China Building, Xiaoyun Road Sanyuanqiao, Chaoy

Calculation of Filing Fee Tables Form S-8 (Form Type) Lucas GC Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Lucas GC Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Ordinary shares, par value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-41658 Lucas GC Limited (Exact name of registrant as specified in its charter) Room 5A01, 4th Floor Air China Building, Xiaoyun Road Sanyuanqiao, Chaoya

Lucas GC Limited Announces Status of US$6 Million Share Repurchase Program

Exhibit 99.1 Lucas GC Limited Announces Status of US$6 Million Share Repurchase Program New York, November 8, 2024 /Globenewswire/ — Lucas GC Limited (NASDAQ: LGCL) (“Lucas” or the “Company”), an artificial intelligence (the “AI”) technology-driven Platform-as-a-Service (the “PaaS”) company whose technologies have been applied to the human resources, insurance and wealth management industry vertic

JOINT FILING AGREEMENT

EX-99.1 2 tm2427207d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares of Lucas GC Limited and further agree that this agreement be incl

LGCL / Lucas GC Limited / 51JOB, INC. - SC 13G Passive Investment

SC 13G 1 tm2427207d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Lucas GC Limited (Name of Issuer) Ordinary shares, par value US$0.000005 per share (Title of Class of Securities) G57037106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Chec

LGCL / Lucas GC Limited / Meng Luting Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Lucas GC Limited (Name of Issuer) Ordinary shares, par value US$0.000005 per share (Title of Class of Securities) G57037106 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropri

JOINT FILING AGREEMENT

EX-99.1 2 ex99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the ordinary shares of Lucas GC Limited shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. Each of the undersigned acknowledges that each shall be responsible for the timel

LGCL / Lucas GC Limited / Lee Howard Ming Wah Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Lucas GC Limited (Name of Issuer) Ordinary shares, par value US$0.000005 per share (Title of Class of Securities) G57037106 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the ordinary shares of Lucas GC Limited shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. Each of the undersigned acknowledges that each shall be responsible for the timely filing of amendment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-41658 Lucas GC Limited (Exact name of registrant as specified in its charter) Room 5A01, 4th Floor, Air China Building, Xiaoyun Road, Sanyuanqiao, Cha

Lucas GC Limited Announces 1H 2024 Financial Results: Revenue at US$83.32 million with Increases in Both Gross Margin and Net Income Margin

Exhibit 99.1 Lucas GC Limited Announces 1H 2024 Financial Results: Revenue at US$83.32 million with Increases in Both Gross Margin and Net Income Margin NEW YORK, SEPTEMBER 26, 2024 (GLOBE NEWSWIRE) — Lucas GC Limited (NASDAQ: LGCL) (“Lucas” or the “Company”), an artificial intelligence (the “AI”) technology-driven Platform-as-a-Service (the “PaaS”) company whose technologies have been applied to

September 18, 2024

Exhibit 99.1 September 18, 2024 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street NE Washington, D.C. 20549 Re: Lucas GC Limited Ladies and Gentlemen: We have read the statements in the Form 6-K dated September 18, 2024, of Lucas GC Limited (“the Company”) to be filed with the Securities and Exchange Commission and we agree with such statements therein as related

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-41658 Lucas GC Limited (Exact name of registrant as specified in its charter) Room 5A01, 4th Floor, Air China Building, Xiaoyun Road, Sanyuanqiao, Cha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-416

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-41658 Lucas GC Limited (Exact name of registrant as specified in its charter) Room 5A01, 4th Floor, Air China Building, Xiaoyun Road Sanyuanqiao, Chaoyan

Lucas GC Limited Announces US$6 Million Share Repurchase Program

Exhibit 99.1 Lucas GC Limited Announces US$6 Million Share Repurchase Program New York, August 8, 2024 /Globenewswire/ — Lucas GC Limited (NASDAQ: LGCL) (“Lucas” or the “Company”), an artificial intelligence (the “AI”) technology-driven Platform-as-a-Service (the “PaaS”) company whose technologies have been applied to the human resources, insurance and wealth management industry verticals, today a

* * *

August 8, 2024 VIA EDGAR Division of Corporate Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington,D.C. 20549 Re: Lucas GC Limited (CIK No. 0001954694) Request to Withdraw Registration Statement on Form F-1, as amended (File No. 333-281234) Dear Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Act

As filed with the Securities and Exchange Commission on August 6, 2024

As filed with the Securities and Exchange Commission on August 6, 2024 Registration Statement No.

List of Significant Subsidiaries of the Registrant

Exhibit 21.1 List of Significant Subsidiaries of the Registrant Significant Subsidiaries: Entity Place of incorporation Lucas Star Holding Limited BVI Lucas Star Global Limited Hong Kong SAR Qingdao Luogaoshi Consulting Co., Ltd. People’s Republic of China Lucas Group China Limited People’s Republic of China Luogaoshi Technology (Beijing) Co., Ltd. People’s Republic of China

Room 1401A, Tower 2, Kerry Center Qianhai, Qianhai Avenue, Nanshan District, Shenzhen, China Telephone: (86-755) 2155-7000 Facsimile: (86-755) 2155-7099

Exhibit 99.2 Room 1401A, Tower 2, Kerry Center Qianhai, Qianhai Avenue, Nanshan District, Shenzhen, China Telephone: (86-755) 2155-7000 Facsimile: (86-755) 2155-7099 August 2, 2024 To: Lucas GC Limited (the “Company”) Room 5A01, 4th Floor Air China Building, Xiaoyun Road Sanyuanqiao, Chaoyang District Beijing 100027, China Dear Sirs or Madams: We are qualified lawyers in the People’s Republic of C

Calculation of Filing Fee Tables Form F-1 (Form Type) Lucas GC Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form F-1 (Form Type) Lucas GC Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Ordinary shares, par value $0.

FORM SECURITIES PURCHASE AGREEMENT

Exhibit 10.5 FORM SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2024, between Lucas GC Limited, a Cayman Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set

FORM PLACEMENT AGENCY AGREEMENT

Exhibit 1.1 FORM PLACEMENT AGENCY AGREEMENT Joseph Gunnar & Co., LLC 40 Wall Street, 30th Floor New York, NY 10005 [], 2024 Ladies and Gentlemen: This letter (this “Agreement”) constitutes the agreement by and between Lucas GC Limited (the “Company”) and Joseph Gunnar & Co., LLC (the “Placement Agent ”) pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a

August 2,

Exhibit 99.3 August 2, 2024 Lucas GC Limited Room 5A01, 4th Floor, Air China Building, Xiaoyun Road, Sanyuanqiao, Chaoyang District, Beijing 100027, China Ladies and Gentlemen: Frost & Sullivan (Beijing) Inc. hereby consents to references to its name in the registration statement on Form F-1 (together with any amendments thereto, the “Registration Statement”) in relation to the public offering of

As filed with the Securities and Exchange Commission on August 2, 2024

As filed with the Securities and Exchange Commission on August 2, 2024 Registration Statement No.

List of Significant Subsidiaries of the Registrant

Exhibit 21.1 List of Significant Subsidiaries of the Registrant Significant Subsidiaries: Entity Place of incorporation Lucas Star Holding Limited BVI Lucas Star Global Limited Hong Kong SAR Qingdao Luogaoshi Consulting Co., Ltd. People’s Republic of China Lucas Group China Limited People’s Republic of China Luogaoshi Technology (Beijing) Co., Ltd. People’s Republic of China

As confidentially submitted to the Securities and Exchange Commission on June 24, 2024

As confidentially submitted to the Securities and Exchange Commission on June 24, 2024 Registration Statement No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES E

Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Howard Lee, certify that: 1. I have reviewed this annual report on Form 20-F of Lucas GC Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the

Description of Rights of Each Class of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”)

Exhibit 2.3 Description of Rights of Each Class of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) Ordinary shares, par value US$0.000005 per share, of Lucas GC Limited (“we,” “our,” “our company,” or “us”) are registered under Section 12(b) of the Exchange Act, and listed and traded on the Nasdaq Capital Market. This exhibit contains a descriptio

Lucas GC Limited

Exhibit 15.1 Our ref JLH/812965-000001/29238309v1 Direct +852 3690 7478 Email [email protected] Lucas GC Limited Room 5A01, 4th Floor, Air China Building, Xiaoyun Road, Sanyuanqiao, Chaoyang District, Beijing 100027, China 29 April 2024 Dear Sir or Madam Re: Lucas GC Limited We have acted as legal advisers as to the laws of the Cayman Islands to Lucas GC Limited, an exempted company with limit

Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Brian Lin, certify that: 1. I have reviewed this annual report on Form 20-F of Lucas GC Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the c

Certification by Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 Certification by Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Lucas GC Limited (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian Lin, Chief Financial Officer of the Company, certify, pursuant t

Lucas Announces Fiscal Year 2023 Financial Results with 92.3% Growth, Reaching Revenue at $208M Conference call will be held today, Monday, April 29 at 4:30pm ET

Exhibit 99.1 Lucas Announces Fiscal Year 2023 Financial Results with 92.3% Growth, Reaching Revenue at $208M Conference call will be held today, Monday, April 29 at 4:30pm ET New York, April 29, 2024 /Globenewswire/ —Lucas GC Limited (NASDAQ: LGCL) (“Lucas” or the “Company”), an artificial intelligence (the “AI”) technology-driven Platform-as-a-Service (the “PaaS”) company currently focusing on of

Lucas to Discuss Fiscal Year 2023 Financial Results on April 29, 2024 After Market Closes Conference call will be held on, Monday, April 29, 2024 at 4:30 pm ET

Exhibit 99.1 Lucas to Discuss Fiscal Year 2023 Financial Results on April 29, 2024 After Market Closes Conference call will be held on, Monday, April 29, 2024 at 4:30 pm ET New York, April 29, 2024 —Lucas GC Limited (NASDAQ: LGCL) (“Lucas” or the “Company”), an artificial intelligence (the “AI”) technology-driven Platform-as-a-Service (the “PaaS”) company currently focusing on offering human capit

Certification by Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certification by Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Lucas GC Limited (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Howard Lee, Chief Executive Officer of the Company, certify, pursuant

16-21F, Tower B

Exhibit 15.2 北京大成律师事务所 北京市朝阳区朝阳门南大街10号 兆泰国际中心B座16-21层 邮编：100020 16-21F, Tower B ZT International Center No.10, Chaoyangmen Nandajie Chaoyang District 100020, Beijing, China dacheng.com dentons.cn April 29, 2024 To: Lucas GC Limited (the “Company”) Room 5A01, 4th Floor, Building 1, 36 Xiaoyun Road, Chaoyang District, Beijing, People’s Republic of China Dear Sirs or Madams, We consent to the referen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2024 Commission File Number: 001-4165

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2024 Commission File Number: 001-41658 Lucas GC Limited (Exact name of registrant as specified in its charter) Room 5A01, 4th Floor, Air China Building, Xiaoyun Road, Sanyuanqiao, Chaoyan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2024 Commission File Number: 001-4165

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2024 Commission File Number: 001-41658 Lucas GC Limited (Exact name of registrant as specified in its charter) Room 5A01, 4th Floor, Air China Building, Xiaoyun Road, Sanyuanqiao, Chaoyan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001-4165

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001-41658 Lucas GC Limited (Exact name of registrant as specified in its charter) Room 5A01, 4th Floor, Air China Building, Xiaoyun Road, Sanyuanqiao, Chaoyan

Lucas GC Limited Announces Closing of Initial Public Offering

Exhibit 99.1 Lucas GC Limited Announces Closing of Initial Public Offering New York, U.S., March 7, 2024 /PRNewswire/ — Lucas GC Limited (NASDAQ: LGCL) (the “Company” or “Lucas”), an artificial intelligence (AI) technology-driven online agent-centric human capital management service provider focused initially on targeting professionals based on Platform-as-a-Service, or PaaS, in the human resource

Lucas GC Limited 1,500,000 Ordinary Shares

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-270107 and 333-277657 PROSPECTUS Lucas GC Limited 1,500,000 Ordinary Shares This is an initial public offering of, 1,500,000 ordinary shares of Lucas GC Limited, par value US$0.000005 per share, by Lucas GC Limited. Prior to this offering, there is no public market for our ordinary shares. Our ordinary shares have been approve

Calculation of Filing Fee Tables (Form Type) Lucas GC Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amoun

Exhibit 107 Calculation of Filing Fee Tables F-1 (Form Type) Lucas GC Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(2)(3) Newly Registered Securities  Fees to  Be Paid  Equity   Ordinary  Shares   Rule 457(o)   1,725,000(1)  $4.

As filed with the Securities and Exchange Commission on March 4, 2024.

Form F-1MEF As filed with the Securities and Exchange Commission on March 4, 2024.

[Signature page follows]

February 29, 2024 VIA EDGAR Mr. Dave Edgar Ms. Christine Dietz Ms. Lauren Pierce Mr. Matthew Crispino Division of Corporate Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Lucas GC Limited (CIK No. 0001954694) Registration Statement on Form F-1 (File No. 333-270107) Registration Statement on Form 8-A (File No. 001-41658) Withdrawal o

VIA EDGAR

VIA EDGAR February 29, 2024 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

VIA EDGAR

VIA EDGAR February 28, 2024 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

[Signature page follows]

February 28, 2024 VIA EDGAR Mr. Dave Edgar Ms. Christine Dietz Ms. Lauren Pierce Mr. Matthew Crispino Division of Corporate Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Lucas GC Limited (CIK No. 0001954694) Registration Statement on Form F-1 (File No. 333-270107) Registration Statement on Form 8-A (File No. 001-41658) Dear Ladies

February 2024 Investor Presentation Lucas GC Limited Free Writing Prospectus dated February 15, 2024 Filed Pursuant to Rule 433 of the Securities Act of 1933, as amended Relating to Preliminary Prospectus dated February 15, 2024 Registration Statemen

February 2024 Investor Presentation Lucas GC Limited Free Writing Prospectus dated February 15, 2024 Filed Pursuant to Rule 433 of the Securities Act of 1933, as amended Relating to Preliminary Prospectus dated February 15, 2024 Registration Statement No.

As filed with the Securities and Exchange Commission on February 15, 2024.

Table of Contents As filed with the Securities and Exchange Commission on February 15, 2024.

Lucas GC Limited UNDERWRITING AGREEMENT

Exhibit 1.1 Lucas GC Limited UNDERWRITING AGREEMENT [•], 2024 Joseph Gunnar & Co., LLC 40 Wall Street, 30th Floor New York, NY 10005 Ladies and Gentlemen: The undersigned, Lucas GC Limited, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters named in Schedule A hereto (such underwriters including Representative (as defin

January 8, 2024

Exhibit 99.7 January 8, 2024 Via EDGAR Division of Corporate Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Attn: Mr. Dave Edgar Ms. Christine Dietz Ms. Lauren Pierce Mr. Matthew Crispino Re: Lucas GC Ltd. Registration Statement on Form F-1 CIK No. 0001954694 Request for Waiver and Representation under Item 8.A.4 of Form 20-F Dear Mr. Edgar, Ms. Dietz, Ms. P

As filed with the Securities and Exchange Commission on January 8, 2024.

Amendment No.7 to Form F-1 As filed with the Securities and Exchange Commission on January 8, 2024. Registration Statement No. 333-270107 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 7 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Lucas GC Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Reg

[Signature page follows]

November 20, 2023 VIA EDGAR Mr. Dave Edgar Ms. Christine Dietz Ms. Lauren Pierce Mr. Matthew Crispino Division of Corporate Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Lucas GC Limited (CIK No. 0001954694) Registration Statement on Form F-1 (File No. 333-270107) Registration Statement on Form 8-A (File No. 001-41658) Withdrawal o

VIA EDGAR

VIA EDGAR November 20, 2023 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

VIA EDGAR

VIA EDGAR November 15, 2023 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

[Signature page follows]

November 15, 2023 VIA EDGAR Mr. Dave Edgar Ms. Christine Dietz Ms. Lauren Pierce Mr. Matthew Crispino Division of Corporate Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Lucas GC Limited (CIK No. 0001954694) Registration Statement on Form F-1 (File No. 333-270107) Registration Statement on Form 8-A (File No. 001-41658) Dear Ladies

Lucas GC Limited UNDERWRITING AGREEMENT

Exhibit 1.1 Lucas GC Limited UNDERWRITING AGREEMENT [•], 2023 Prime Number Capital LLC 12E 49th St, 27/F New York, NY 10017 JonesTrading Institutional Services LLC 211 East 43rd Street, 15th Floor New York, NY 10017 Ladies and Gentlemen: The undersigned, Lucas GC Limited, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwrite

As filed with the Securities and Exchange Commission on November 7, 2023.

As filed with the Securities and Exchange Commission on November 7, 2023. Registration Statement No. 333-270107 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 6 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Lucas GC Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into Englis

DLA Piper UK LLP Beijing Representative Office

DLA Piper UK LLP Beijing Representative Office 20th Floor, South Tower, Beijing Kerry Center 1 Guanghua Road, Chaoyang District Beijing 100020, China T +86 10 8520 0600 F +86 10 8520 0700 W www.

As filed with the Securities and Exchange Commission on November 2, 2023.

Table of Contents As filed with the Securities and Exchange Commission on November 2, 2023.

October 2023 Investor Presentation Lucas GC Limited Free Writing Prospectus dated October 30, 2023 Filed Pursuant to Rule 433 of the Securities Act of 1933, as amended Relating to Preliminary Prospectus dated October 27, 2023 Registration Statement N

October 2023 Investor Presentation Lucas GC Limited Free Writing Prospectus dated October 30, 2023 Filed Pursuant to Rule 433 of the Securities Act of 1933, as amended Relating to Preliminary Prospectus dated October 27, 2023 Registration Statement No.

As filed with the Securities and Exchange Commission on October 27, 2023.

Table of Contents As filed with the Securities and Exchange Commission on October 27, 2023.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Lucas GC Limited (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Lucas GC Limited (Exact name of registrant as specified in its charter) Cayman Islands Not applicable (State or other jurisdiction of incorporation or organization) (I.R.S. Em

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION Lucas GC Limited (adopted by a special resolution passed on May 29, 2023 and effective immediately prior to the completion o

Exhibit 3.3 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Lucas GC Limited (adopted by a special resolution passed on May 29, 2023 and effective immediately prior to the completion of the initial public offering of the Company’s ordinary shares) 1 The name of the Company is Lucas GC Limited. 2 The Registered Office

Calculation of Filing Fee Tables (Form Type) Lucas GC Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amoun

Exhibit 107 Calculation of Filing Fee Tables F-1 (Form Type) Lucas GC Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Ordinary Shares(1)(2) Rule 457(o) 3,530,500 7.

As filed with the Securities and Exchange Commission on May 31, 2023.

Amendment No.3 to Form F-1 Table of Contents As filed with the Securities and Exchange Commission on May 31, 2023. Registration Statement No. 333-270107 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 3 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Lucas GC Limited (Exact name of Registrant as specified in its charter) Not Applicable (Tra

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION Lucas GC Limited (adopted by a special resolution passed on [•] and effective on [•])

Exhibit 3.3 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Lucas GC Limited (adopted by a special resolution passed on [•] and effective on [•]) 1 The name of the Company is Lucas GC Limited. 2 The Registered Office of the Company will be situated at the offices of ICS Corporate Services (Cayman) Limited, #3-2

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION Lucas GC Limited (adopted by a special resolution passed on May 29 2023) ICS Corporate Services (Cayman) Limited 3-212 Gover

EX-3.2 Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Lucas GC Limited (adopted by a special resolution passed on May 29 2023) ICS Corporate Services (Cayman) Limited 3-212 Governors Square 23 Lime Tree Bay Avenue P.O. Box 30746, Seven Mile Beach Grand Cayman KY1-1203 Cayman Islands www.verify.gov.ky File

March 31, 2023

March 31, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Lucas GC Ltd. Registration Statement on Form F-1, as amended (File No. 333-270107) Request for Acceleration of Effective Date Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), The Benchmark Company,

March 31, 2023

March 31, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Lucas GC Limited Registration Statement on Form F-1 Filed February 28, 2023 File No. 333-270107 Withdrawal of Acceleration Request - Registration Statement on Form F-1/A (File No. 333-270107) Ladies and Gentlemen: As the underwriter of the proposed offering

Lucas GC Limited Room 5A01, 4th Floor, Air China Building, Xiaoyun Road Sanyuanqiao, Chaoyang District Beijing, China

Lucas GC Limited Room 5A01, 4th Floor, Air China Building, Xiaoyun Road Sanyuanqiao, Chaoyang District Beijing, China March 31, 2023 VIA EDGAR U.

Lucas GC Limited Room 5A01, 4th Floor, Air China Building, Xiaoyun Road Sanyuanqiao, Chaoyang District Beijing, China March 31, 2023

Lucas GC Limited Room 5A01, 4th Floor, Air China Building, Xiaoyun Road Sanyuanqiao, Chaoyang District Beijing, China March 31, 2023 VIA EDGAR U.

As filed with the Securities and Exchange Commission on March 27, 2023.

As filed with the Securities and Exchange Commission on March 27, 2023. Registration Statement No. 333-270107 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Lucas GC Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English)

Form of Underwriting Agreement

Exhibit 1.1 Lucas GC Limited UNDERWRITING AGREEMENT [•], 2023 The Benchmark Company LLC 150 E. 58th Street, 17th floor New York, NY 10155 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Lucas GC Limited, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with several underwriters (such underwri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Lucas GC Limited (Exact name of registrant as

Form 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Lucas GC Limited (Exact name of registrant as specified in its charter) Cayman Islands Not applicable (State or other jurisdiction of incorporation or organization) (I.R.S. Employer I

Registrant’s Specimen Certificate for Ordinary Shares

EX-4.1 2 d411169dex41.htm EX-4.1 Exhibit 4.1 NUMBER Lucas GC Limited SHARES CERT.9999 *******9,000,000,000******* INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS $0.00001 PAR VALUE ORDINARY SHARES CUSIP 999999ZZ9 ORDINARY SHARES THIS CERTIFIES THAT * SPECIMEN * Is The Owner of * NINE BILLION AND 00/100 * FULLY PAID AND NON-ASSESSABLE SHARES OF ORDINARY SHARES OF Lucas GC Limited Transferable on

As filed with the Securities and Exchange Commission on March 22, 2023.

Table of Contents As filed with the Securities and Exchange Commission on March 22, 2023.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables F-1 (Form Type) Lucas GC Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Ordinary Shares(1)(2) Rule 457(o) 862,500 9.

Request for Waiver and Representation under Item 8.A.4 of Form 20-F

EX-99.7 Exhibit 99.7 February 3, 2023 Via EDGAR Division of Corporate Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Attn: Mr. Dave Edgar Ms. Christine Dietz Ms. Lauren Pierce Mr. Matthew Crispino Re: Lucas GC Ltd. Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted January 9, 2023 CIK No. 0001954694 Request for Waiver and Representation un

Form of Employment Agreement between the Registrant and each of its executive officers

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of (the “Effective Date”), by and between Lucas GC Limited, incorporated under the laws of the Cayman Islands (the “Company”), and , an individual (the “Executive”) (individually, each a “Party” and collectively, the “Parties”). Except with respect to the direct employment of the Executive by the Comp

Consent of Frost & Sullivan

EX-99.3 Exhibit 99.3 February 28, 2023 Lucas GC Limited c/o Room 5A01, 4th Floor, Air China Building, Xiaoyun Road, Sanyuanqiao, Chaoyang District, Beijing 100027, China Ladies and Gentlemen: Frost & Sullivan (Beijing) Inc. hereby consents to references to its name in the registration statement on Form F-1 (together with any amendments thereto, the “Registration Statement”) in relation to the init

Opinion of Beijing Dentons Law Offices, LLP regarding certain PRC tax matters (included in Exhibit 99.2)

Exhibit 99.2 北京大成律师事务所 北京市朝阳区朝阳门南大街 10号 兆泰国际中心B座16-21层 邮编：100020 16-21F, Tower B ZT International Center No.10, Chaoyangmen Nandajie Chaoyang District 100020, Beijing, China dentons.cn February 28, 2023 Lucas GC Limited (the “Company”) Room 5A01, 4th Floor, Building 1, 36 Xiaoyun Road, Chaoyang District, Beijing, People’s Republic of China Dear Sirs or Madams, We are qualified lawyers of the Peopl

Code of Business Conduct and Ethics of the Registrant

Exhibit 99.1 LUCAS GC LIMITED CODE OF BUSINESS CONDUCT AND ETHICS (As of, 2023) This Code of Business Conduct and Ethics (the “Code”) contains general guidelines for conducting the business of Lucas GC Limited, a Cayman Islands company, and its subsidiaries and affiliates (collectively, the “Company”). The Code, as amended from time to time, is applicable to all of the Company’s directors, officer

Consent of Stanley Ho

EX-99.5 Exhibit 99.5 February 3, 2023 Lucas GC Limited c/o Room 5A01, 4th Floor, Air China Building, Xiaoyun Road, Sanyuanqiao, Chaoyang District, Beijing 100027, China Dear Sirs: Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to the references to my name in the Registration Statement on Form F-1 (the “Registration Statement”) of Lucas GC Limited (the “Company”

Consent of Wang-chan Wong

EX-99.4 Exhibit 99.4 February 3, 2023 Lucas GC Limited c/o Room 5A01, 4th Floor, Air China Building, Xiaoyun Road, Sanyuanqiao, Chaoyang District, Beijing 100027, China Dear Sirs: Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to the references to my name in the Registration Statement on Form F-1 (the “Registration Statement”) of Lucas GC Limited (the “Company”

Memorandum and Articles of Association of the Registrant, as currently in effect

EX-3.1 Exhibit 3.1 THE CAYMAN ISLANDS THE COMPANIES ACT (AS AMENDED) Memorandum of Association of Lucas Star Group Limited ICS Corporate Services (Cayman) Limited 3-212 Governors Square 23 Lime Tree Bay Avenue P.O. Box 30746, Seven Mile Beach Grand Cayman KY1-1203 Cayman Islands Auth Code: F73397931755 www.verify.gov.ky THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIA

Form of Amended and Restated Memorandum and Articles of Association of the Registrant, effective immediately prior to the completion of this offering

EX-3.2 Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Lucas GC Limited (adopted by a special resolution passed on [•] and effective on [•]) 1 The name of the Company is Lucas GC Limited. 2 The Registered Office of the Company will be situated at the offices of ICS Corporate Services (Cayman) Limited, #3-2

Form of Director Agreement between the Registrant and each of its directors

EX-10.2 Exhibit 10.2 DIRECTOR AGREEMENT This DIRECTOR AGREEMENT (the “Agreement”), is entered into as of (the “Effective Date”), by and between Lucas GC Limited, incorporated under the laws of the Cayman Islands (the “Company”), and , an individual (the “Director”) (individually, each a “Party” and collectively, the “Parties”). WHEREAS, the Company desires to employ the Director as its director of

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables F-1 (Form Type) Lucas GC Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Ordinary Shares(1)(2) Rule 457(o) $20,700,000.

Consent of Michael Carter

EX-99.6 Exhibit 99.6 February 27, 2023 Lucas GC Limited c/o Room 5A01, 4th Floor, Air China Building, Xiaoyun Road, Sanyuanqiao, Chaoyang District, Beijing 100027, China Dear Sirs: Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to the references to my name in the Registration Statement on Form F-1 (the “Registration Statement”) of Lucas GC Limited (the “Company

Form of Director Offer Letter between the Registrant and each of its independent directors

EX-10.3 Exhibit 10.3 LUCAS GC LIMITED Room 5A01, 4th Floor, Air China Building, Xiaoyun Road, Sanyuanqiao, Chaoyang District, Beijing, China (86) 18500976532 [ ], 2022 Dear [Mr./Ms.] [ ], Following our recent discussions, I am pleased to confirm my invitation to you to join the board of directors (the “Board”) of Lucas GC Limited (the “Company”) as an independent director with effect immediately u

Powers of Attorney (included on signature page in Part II of the registration statement)

Form F-1 Table of Contents As filed with the Securities and Exchange Commission on February 28, 2023.

Form of Indemnification Agreement between the Registrant and each of its directors and executive officers

EX-10.4 Exhibit 10.4 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is entered into as of by and between Lucas GC Limited, a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable. RECITALS The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to

List of Significant Subsidiaries of the Registrant

Exhibit 21.1 List of Significant Subsidiaries Entity Jurisdiction Lucas Star Holding Limited BVI Lucas Star Global Limited Hong Kong SAR Qingdao Luogaoshi Consulting Co., Ltd. People’s Republic of China Lucas Group China Limited People’s Republic of China Luogaoshi Technology (Beijing) Co., Ltd. People’s Republic of China

As confidentially submitted with the Securities and Exchange Commission on February 21, 2023.

DRS/A Table of Contents As confidentially submitted with the Securities and Exchange Commission on February 21, 2023.

1

DLA Piper UK LLP Beijing Representative Office 20th Floor, South Tower, Beijing Kerry Center 1 Guanghua Road, Chaoyang District Beijing 100020, China T +86 10 8520 0600 F +86 10 8520 0700 W www.

THE CAYMAN ISLANDS THE COMPANIES ACT (AS AMENDED) Memorandum of Association Lucas Star Group Limited ICS Corporate Services (Cayman) Limited 3-212 Governors Square 23 Lime Tree Bay Avenue P.O. Box 30746, Seven Mile Beach Grand Cayman KY1-1203 Cayman

Exhibit 3.1 THE CAYMAN ISLANDS THE COMPANIES ACT (AS AMENDED) Memorandum of Association of Lucas Star Group Limited ICS Corporate Services (Cayman) Limited 3-212 Governors Square 23 Lime Tree Bay Avenue P.O. Box 30746, Seven Mile Beach Grand Cayman KY1-1203 Cayman Islands Auth Code: F73397931755 www.verify.gov.ky THE COMPANIES ACT (AS AMENDED) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF

Territory of the British Virgin Islands The BVI Business Companies Act (No. 16 of 2004) Memorandum and Articles of Association Lucas Star Holding Limited Incorporated this 4th day of August, 2022 ICS Corporate Services (BVI) Limited Sea Meadow House,

EX-3.1 2 filename2.htm Exhibit 3.1 Company No.:2104507 Territory of the British Virgin Islands The BVI Business Companies Act (No. 16 of 2004) Memorandum and Articles of Association of Lucas Star Holding Limited Incorporated this 4th day of August, 2022 ICS Corporate Services (BVI) Limited Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands [This page has intentionally been

1

DLA Piper UK LLP Beijing Representative Office 20th Floor, South Tower, Beijing Kerry Center 1 Guanghua Road, Chaoyang District Beijing 100020, China T +86 10 8520 0600 F +86 10 8520 0700 W www.

February 3, 2023

Exhibit 99.7 February 3, 2023 Via EDGAR Division of Corporate Finance Office of Technology Securities and Exchange Commission Washington, D.C. 20549 Attn: Mr. Dave Edgar Ms. Christine Dietz Ms. Lauren Pierce Mr. Matthew Crispino Re: Lucas GC Ltd. Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted January 9, 2023 CIK No. 0001954694 Request for Waiver and Representation under Item

February 3, 2023

Exhibit 99.5 February 3, 2023 Lucas GC Limited c/o Room 5A01, 4th Floor, Air China Building, Xiaoyun Road, Sanyuanqiao, Chaoyang District, Beijing 100027, China Dear Sirs: Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to the references to my name in the Registration Statement on Form F-1 (the “Registration Statement”) of Lucas GC Limited (the “Company”) and an

As confidentially submitted with the Securities and Exchange Commission on February 3, 2023.

DRS/A 1 filename1.htm Table of Contents As confidentially submitted with the Securities and Exchange Commission on February 3, 2023. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Lucas GC Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translatio

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION Lucas GC Limited (adopted by a special resolution passed on [•] and effective on [•])

EX-3.2 3 filename3.htm Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Lucas GC Limited (adopted by a special resolution passed on [•] and effective on [•]) 1 The name of the Company is Lucas GC Limited. 2 The Registered Office of the Company will be situated at the offices of ICS Corporate Services (Cayma

February 3, 2023

Exhibit 99.4 February 3, 2023 Lucas GC Limited c/o Room 5A01, 4th Floor, Air China Building, Xiaoyun Road, Sanyuanqiao, Chaoyang District, Beijing 100027, China Dear Sirs: Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to the references to my name in the Registration Statement on Form F-1 (the “Registration Statement”) of Lucas GC Limited (the “Company”) and an

Company

DLA Piper UK LLP Beijing Representative Office 20th Floor, South Tower, Beijing Kerry Center 1 Guanghua Road, Chaoyang District Beijing 100020, China T +86 10 8520 0600 F +86 10 8520 0700 W www.

January 9, 2023

EX-99.4 4 filename4.htm Exhibit 99.4 January 9, 2023 Lucas GC Limited c/o Room 5A01, 4th Floor, Air China Building, Xiaoyun Road, Sanyuanqiao, Chaoyang District, Beijing 100027, China Dear Sirs: Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to the references to my name in the Registration Statement on Form F-1 (the “Registration Statement”) of Lucas GC Limited

January 9, 2023

Exhibit 99.5 January 9, 2023 Lucas GC Limited c/o Room 5A01, 4th Floor, Air China Building, Xiaoyun Road, Sanyuanqiao, Chaoyang District, Beijing 100027, China Dear Sirs: Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to the references to my name in the Registration Statement on Form F-1 (the “Registration Statement”) of Lucas GC Limited (the “Company”) and any

Territory of the British Virgin Islands The BVI Business Companies Act (No. 16 of 2004) Memorandum and Articles of Association Lucas Star Holding Limited Incorporated this 4th day of August, 2022 ICS Corporate Services (BVI) Limited Sea Meadow House,

Exhibit 3.1 Company No.:2104507 Territory of the British Virgin Islands The BVI Business Companies Act (No. 16 of 2004) Memorandum and Articles of Association of Lucas Star Holding Limited Incorporated this 4th day of August, 2022 ICS Corporate Services (BVI) Limited Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands [This page has intentionally been left BLANK] TERRITORY O

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION Lucas GC Limited (adopted by a special resolution passed on [•] and effective on [•])

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Lucas GC Limited (adopted by a special resolution passed on [•] and effective on [•]) 1 The name of the Company is Lucas GC Limited. 2 The Registered Office of the Company will be situated at the offices of ICS Corporate Services (Cayman) Limited, #3-212 Gove

As confidentially submitted with the Securities and Exchange Commission on January 9, 2023.

DRS/A 1 filename1.htm Table of Contents As confidentially submitted with the Securities and Exchange Commission on January 9, 2023. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Lucas GC Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation

As confidentially submitted with the Securities and Exchange Commission on November 21, 2022.

Table of Contents As confidentially submitted with the Securities and Exchange Commission on November 21, 2022.

DLA Piper UK LLP

中国北京市朝阳区 光华路1号 北京嘉里中心南楼20层 邮编 100020 DLA Piper UK LLP Beijing Representative Office 20th Floor, South Tower Beijing Kerry Center 1 Guanghua Road Chaoyang District Beijing 100020 China 电话 +86 10 8520 0600 T +86 10 8520 0600 传真 +86 10 8520 0700 F +86 10 8520 0700 网址 www.

Territory of the British Virgin Islands The BVI Business Companies Act (No. 16 of 2004) Memorandum and Articles of Association Lucas Star Holding Limited Incorporated this 4th day of August, 2022 ICS Corporate Services (BVI) Limited Sea Meadow House,

Exhibit 3.1 Company No.:2104507 Territory of the British Virgin Islands The BVI Business Companies Act (No. 16 of 2004) Memorandum and Articles of Association of Lucas Star Holding Limited Incorporated this 4th day of August, 2022 ICS Corporate Services (BVI) Limited Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands [This page has intentionally been left BLANK] TERRITORY O

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION Lucas GC Limited (adopted by a special resolution passed on [•] and effective on [•])

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Lucas GC Limited (adopted by a special resolution passed on [•] and effective on [•]) 1 The name of the Company is Lucas GC Limited. 2 The Registered Office of the Company will be situated at the offices of ICS Corporate Services (Cayman) Limited, #3-212 Gove

November 21, 2022

Exhibit 99.4 November 21, 2022 Lucas GC Limited c/o Room 5A01, 4th Floor, Air China Building, Xiaoyun Road, Sanyuanqiao, Chaoyang District, Beijing 100027, China Dear Sirs: Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to the references to my name in the Registration Statement on Form F-1 (the “Registration Statement”) of Lucas GC Limited (the “Company”) and a

November 21, 2022

EX-99.5 5 filename5.htm Exhibit 99.5 November 21, 2022 Lucas GC Limited c/o Room 5A01, 4th Floor, Air China Building, Xiaoyun Road, Sanyuanqiao, Chaoyang District, Beijing 100027, China Dear Sirs: Pursuant to Rule 438 under the Securities Act of 1933, as amended, I hereby consent to the references to my name in the Registration Statement on Form F-1 (the “Registration Statement”) of Lucas GC Limit