Hongchang International Co., Ltd 10-Q for FY2026 Q2
Hongchang International Co., Ltd (HCIL)
About this 10-Q
Hongchang International Co., Ltd filed this 10-Q on November 13, 2025, covering the quarter ended September 30, 2025 (FY2026 Q2).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.47M
- up 322.9% from $820.61K a year earlier
- Net income
- $198.25K
- compared with a net loss of $44.77K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
For the transition period from ___________ to ___________
Commission file number
| (Exact name of registrant as specified in its charter)
| ||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| Yinxi Subdistrict Fuqing City, | ||
| (Address of principal executive offices) | (Zip Code) |
(Telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the last 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 13, 2025,
TABLE OF CONTENTS
i
FORWARD LOOKING STATEMENTS
This quarterly report on Form 10-Q (this “Report”), financial statements, and notes to financial statements contain forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations, and financial conditions. Forward-looking statements may appear throughout this Report and other documents we file with the U.S. Securities and Exchange Commission (the “SEC”), including without limitation, the following section: Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Report.
Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “may,” “could,” “will likely result,” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
ii
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Hongchang International Co., Ltd
Condensed Consolidated Balance Sheets
| As of | ||||||||
| September 30, 2025 | March 31, 2025 | |||||||
| (unaudited) | ||||||||
| US$ | US$ | |||||||
| ASSETS: | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash | ||||||||
| Accounts receivable | ||||||||
| Other receivables | ||||||||
| Inventories, net | ||||||||
| Advances to suppliers | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Property and equipment, net | ||||||||
| Construction-in-progress | ||||||||
| Intangible assets, net | ||||||||
| Land use rights, net | ||||||||
| Equity-method investments | ||||||||
| Deferred offering cost | ||||||||
| Other non-current assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Long-term loans-current portion | ||||||||
| Accounts payable | ||||||||
| Accounts payable-construction in progress | ||||||||
| Amounts due to related parties-current portion | ||||||||
| Advances from customers | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Deferred subsidies | ||||||||
| Long term loans | ||||||||
| Amounts due to related parties | ||||||||
| Deferred tax liabilities | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity: | ||||||||
| Common stock (US$ | ||||||||
| Additional paid-in capital | ||||||||
| Statutory reserves | ||||||||
| Accumulated deficit | ( | ) | ||||||
| Accumulated other comprehensive income | ( | ) | ||||||
| Total Hongchang International Co., Ltd’s stockholders’ equity | ||||||||
| Non-controlling interests | ||||||||
| Total equity | ||||||||
| Total liabilities and equity | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
Hongchang International Co., Ltd
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited)
| For the three months ended | For the six months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Revenue | ||||||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||||||
| Sales and marketing expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating income (loss) | ( | ) | ( | ) | ||||||||||||
| Interest (expense) income | ( | ) | ( | ) | ||||||||||||
| Gain (loss) on disposal of unconsolidated entities | ( | ) | ||||||||||||||
| Other income | ||||||||||||||||
| Other expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income (loss) before income taxes | ( | ) | ( | ) | ||||||||||||
| Income tax benefit (expense) | ( | ) | ( | ) | ||||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||||||
| Other comprehensive income (loss) net of tax: | ||||||||||||||||
| Foreign currency translation difference net of tax | ||||||||||||||||
| Total comprehensive income (loss) | ||||||||||||||||
| Less: comprehensive income attributable to non-controlling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Comprehensive income (loss) attributable to Hongchang International Co., Ltd’s stockholders | ||||||||||||||||
| Earnings per share: | ||||||||||||||||
| Common stock - basic and diluted | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Weighted average shares outstanding used in calculating basic and diluted loss per share: | ||||||||||||||||
| Common stock - basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
Hongchang International Co., Ltd
Condensed Consolidated Statements of Changes
in Stockholders’ Equity
(Unaudited)
| Ordinary Shares | Additional Paid-in | Statutory | Accumulated | Accumulated other comprehensive | Total Hongchang International Co., Ltd stockholder’s | Non- controlling | Total Stockholder’s | |||||||||||||||||||||||||||||
| Shares | Amount | Capital | Reserve | Deficit | income (loss) | equity | interests | Equity | ||||||||||||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||||||||||||
| Balance as of April 1, 2024 | ( | ) | ||||||||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance as of April 1, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | ||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
Hongchang International Co., Ltd
Condensed Consolidated Statements of Cash Flows
(Unaudited)
For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) | ( | ) | ||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Gain (loss) on disposal of unconsolidated entities | ( | ) | ||||||
| Deferred tax benefit | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ( | ) | ||||
| Advances to suppliers | ( | ) | ||||||
| Other receivables | ( | ) | ( | ) | ||||
| Other current assets | ||||||||
| Accounts payable | ||||||||
| Deferred offering cost | ( | ) | ||||||
| Accounts payable-related party | ||||||||
| Accrued expenses and other payables | ( | ) | ( | ) | ||||
| Advance from customers | ||||||||
| Deferred subsidies | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Cash disposed on disposal of a subsidiary | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from long term loans | ||||||||
| Repayments of long-term payables | ( | ) | ||||||
| Repayments of a loan from a related party | ( | ) | ( | ) | ||||
| Proceeds from loans from related parties | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes | ( | ) | ||||||
| Net decrease in cash | ( | ) | ( | ) | ||||
| Cash and Restricted cash at beginning of period | ||||||||
| Cash and Restricted cash at end of period | ||||||||
| Supplemental disclosure of cash flow information | ||||||||
| Interest paid | ||||||||
| Interest capitalized | ||||||||
| Accrued but unpaid interest capitalized in construction-in-progress | ||||||||
| Other receivable from disposal of a subsidiary | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
Hongchang International Co., Ltd
Notes to Unaudited Condensed Consolidated Financial Statements
1. ORGANIZATION
(a) Nature of operations
Hongchang International Co.,
Ltd (the “Company”) was incorporated in the state of Nevada on
On September 4, 2023, the Company completed the merger and other related transactions (the “Merger Transactions”) with Hongchang Global Investment Holdings Limited (“Hongchang BVI”), as a result of which Hongchang BVI became a wholly owned subsidiary of the Company and the Company assumed and began conducting the principal business of Hongchang BVI. The name of the Company was changed from “Heyu Biological Technology Corporation” to “Hongchang International Co., Ltd.”
The “Group” means (i) prior to the completion of the Reorganization (as defined below), Hongchang BVI and its subsidiaries that engage in businesses of food trade and biotechnology in China (ii) upon and after completion of the Merger Transactions, the Company and its subsidiaries that engage in businesses of food trade and biotechnology in China.
(b) History and reorganization of the Group
In preparation of the Merger
Transactions, the following transactions were undertaken to reorganize the legal structure of Fuqing Hongchang Food Co., Ltd (“Hongchang
Food”) (collectively, the “Reorganization”). On January 13, 2023, Mr. Zengqiang Lin and Ms. Zhenzhu Lin, the existing
stockholders of Hongchang Food, established two wholly owned subsidiaries, Zengqiang Investment Limited (“BVI-1”) and Hong
Jin Investment Limited (“BVI-2”) in the British Virgin Islands, respectively. On January 18, 2023, Hong Chang Global Investment
Holdings Limited (“Hongchang BVI”) was then incorporated by BVI-1 and BVI-2, which held
(c) Reverse merger
On August 21, 2023, the Company
entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Hongchang BVI and Hongchang BVI’s stockholders,
BVI-1, a business company incorporated in the BVI, and BVI-2, a business company incorporated in the BVI (the “Selling Stockholders”
and each a “Selling Stockholder”), in relation to the acquisition of Hongchang BVI by the Company (the “Hongchang Acquisition”).
BVI-1 is wholly owned by Mr. Zengqiang Lin and BVI-2 is wholly owned by Ms. Zhenzhu Lin. Mr. Zengqiang Lin has been a director of the
Company since February 17, 2023, and Ms. Zhenzhu Lin is the sister of Mr. Zengqiang Lin. In accordance with the terms of the Share Exchange
Agreement, the Selling Stockholders sold and transferred
5
Immediately following the
closing of the Hongchang Acquisition, the Company had a total of
As the Company, the legal acquirer and accounting acquiree, does not meet the definition of a business, management concluded that the Merger Transactions should be accounted for as a continuation of the financial statements of Hongchang BVI (the legal subsidiary), together with a deemed issue of shares and a re-capitalization of the equity of Hongchang BVI. Hongchang BVI is the continuing entity and is deemed to have issued shares in exchange for the identifiable net assets held by the Company together with the listing status of the Company. Management concluded that September 4, 2023 was the acquisition date of the Merger Transactions.
Upon the completion of the reverse merger, the Company has set up a few new subsidiaries: Fujian Hongchang Global Food Co., Ltd (“Hongchang Global Food”), Fuqing Hongchang Global Import & Export Co., Ltd (“Hongchang Import & Export”), Fuqing Hongchang Global Supply Chain Co., Ltd (“Hongchang Supply Chain”), and Hongchang Global (Fuqing City) Agricultural Technology Development Co., Ltd (“Hongchang Agricultural”) in order for the Company to develop different businesses. As of the date of this report, these subsidiaries have not generated significant revenue.
On May 8, 2024, Hongchang
Food entered into a shareholder agreement with Fujian Xindefu Agricultural Products Co., Ltd. (“Xindefu”). Pursuant to the
agreement, Hongfu Food (Fujian) Co. Ltd. (“Hongfu Food”) was established, with Hongchang Food holding a
Based on above transactions, the accompanying consolidated financial statements reflect the activities of each of the following entities:
| Entity | Place of incorporation | Percentage of direct or indirect ownership by the Company | Principal activities | |||
| Subsidiaries: | ||||||
| Hongchang BVI | ||||||
| Hongchang HK | ||||||
| WFOE | ||||||
| Hongchang Food | ||||||
| Hongchang Global Food | ||||||
| Hongchang Import & Export | ||||||
| Hongchang Supply Chain | ||||||
| Hongchang Agricultural | ||||||
| Hongfu Food | ||||||
| Pucheng Green Health Food |
| (1) |
6
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with U.S. GAAP and the requirements of the U.S. Securities and Exchange Commission (the “SEC”). As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These consolidated financial statements have been prepared on the same basis as its annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Group’s financial information.
Through the Reorganization, the Company became the holding company of the companies now comprising the Group. Accordingly, for the purpose of preparation of the consolidated financial statements of the Group, the Company is considered as the holding company of the companies now comprising the Group throughout the reporting period. Through the Reorganization, the Company became the holding company of the contributed businesses now comprising the Group, which were under the common control of Mr. Zengqiang Lin and Ms. Zhenzhu Lin before and after the Reorganization. Accordingly, the financial statements were prepared on a consolidated basis by applying the principles of the pooling of interest method as if the Reorganization had been completed at the date when contributed business first came under the control of the controlling party. The consolidated statements of operations and comprehensive income (loss), changes in equity, and cash flows of the Group included the results and cash flows of all companies now comprising the Group from the earliest date presented or since the date when the subsidiaries and/or businesses first came under the common control of the controlling stockholders, whenever the period is shorter.
Principles of consolidation
The accompanying unaudited consolidated financial statements of the Group include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Use of estimates
The preparation of the unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenue and expenses during the reported period in the consolidated financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s consolidated financial statements mainly include, but are not limited to, assessment for impairment of long-lived assets, valuation of deferred tax assets, and current expected credit loss of receivables.
Management bases the estimates on historical experience and on various other assumptions as discussed elsewhere to the unaudited consolidated financial statements that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. On an ongoing basis, management evaluates its estimates based on information that is currently available. Changes in circumstances, facts, and experience may cause the Group to revise its estimates. Changes in estimates are recorded in the period in which they become known. Actual results could materially differ from these estimates.
7
Foreign Currency
The Group’s principal
country of operations is the PRC. The accompanying consolidated financial statements are presented in US$. The functional currency of
the Company is US$, and the functional currency of the Company’s subsidiaries is RMB. The unaudited consolidated financial statements
are translated into US$ from RMB at year-end exchange rates as to assets and liabilities and average exchange rates as to revenue and
expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The resulting translation
adjustments are recorded as a component of stockholders’ equity included in other comprehensive income.
| As of | ||||||||
| September 30, 2025 | March 31, | |||||||
| US$: RMB exchange rate | ||||||||
For the six months ended September 30 | ||||||||
| 2025 | 2024 | |||||||
| US$: RMB exchange rate | ||||||||
The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.
Cash
Cash consists of cash on hand
and cash in bank, which are highly liquid and have original maturities of three months or less and are unrestricted as to withdrawal or
use. The Group maintains cash with various financial institutions primarily in mainland China. Deposit insurance system in China only
insured each depositor at one bank for a maximum of approximately US$
Restricted cash
The Company received grants
from the Fuzhou Municipal Bureau of Housing Security and Real Estate Administration amounting to US$
Accounts receivable and allowance for credit losses
Accounts receivable are stated at the historical carrying amount net of allowance for expected credit losses. To estimate expected credit losses, the Group has identified the relevant risk characteristics of its customers and the related receivables. The Group considers the past collection experience, current economic conditions, future economic conditions (external data and macroeconomic factors), and changes in the Group’s customer collection trends. The allowance for credit losses and corresponding receivables were written off when they are determined to be uncollectible.
8
Inventories
Inventories are stated at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. Cost of inventory are determined using the weighted average cost method. The Group records inventory reserves for obsolete and slow-moving inventory. Inventory reserves are based on inventory obsolescence trends, historical experience, and application of the specific identification method.
Lease
From the Perspective as a lessee
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange of a consideration. To assess whether a contract is or contains a lease, the Group assesses whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all the economic benefits from the use of the asset and whether it has the right to control the use of the asset.
The right-of-use assets and related lease liabilities are recognized at the lease commencement date. The Group recognizes operating lease expenses on a straight-line basis over the lease term.
From the Perspective as a lessor
The Group recognizes rental revenue under ASC 842, and the lease contracts are operating leases. The Group has elected to exclude from revenue and expenses sales taxes and other similar taxes collected from its tenant. The Group leases the buildings of Hongchang Food Industrial Park to its customers and generates revenue from monthly rent in the form of rental fees. The price of contract varies primarily based on the size and nature of buildings leased by the customers. The Group’s lease contracts include a fix periodic payment amount. The Group recognizes rental revenue when the Group provides the customers access to the buildings. Rental revenue is recognized over the lease term on a straight-line basis, subject to a collectability assessment, with the difference between the contractual rental receipts and the straight-line amounts included in accounts receivable. The lease has renewal options, and a penalty is imposed if the customers early terminate the leases. Renewal of contract is on a negotiation basis before termination.
Prior to moving into the buildings, the customer is required to provide the Group with a rental retainer in amount specified in the terms of the lease agreements. The retainer typically cannot be applied against the customer’s unpaid balance of rental or other fees.
Future minimum undiscounted lease collections from the contracts existed as of September 30, 2025 were as follows:
| As of September 30 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | ||||
9
Short-term leases
The Group has elected not
to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of
Sales and leaseback contracts
The Group enters sale and leaseback transactions. The Group acts as the seller-lessee, transfers its assets to a third-party entity (the buyer-lessor), and then leases the transferred assets back from the buyer-lessor at a contract designated rental price. The Group evaluates whether a sale of the underlying assets in the sale and leaseback contract has occurred in accordance with ASC 606. When a sale and leaseback transaction does not qualify for sale accounting, the transaction is accounted for as a financing transaction by the seller-lessee and a lending transaction by the buyer-lessor. The seller-lessee shall not derecognize the transferred asset and shall account for any amounts received as a financial liability.
Property and equipment, net
Property and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Property and equipment are depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over their estimated useful lives on a straight-line basis.
| Category | Estimated useful life | |
| Equipment | ||
| Building |
Construction-in-progress
Property and equipment that are purchased or constructed which require a period of time before the assets are ready for their intended use are accounted for as construction-in-progress. Construction-in-progress is recorded at acquisition cost, including installation costs. Construction-in-progress is transferred to specific property and equipment accounts and commences depreciation when these assets are ready for their intended use.
Capitalized Interest
Interest incurred during and
directly related to construction-in-progress is capitalized to the related property under construction during the active construction
period, which generally commences when borrowings are used to acquire assets of construction-in-progress and ends when the properties
are substantially complete or the property becomes inactive. Interest is capitalized based on the interest rate applicable to specific
borrowings or the weighted average of the rates applicable to other borrowings during the period. All other interest is expensed as incurred.
For the six months ended September 30, 2025 and 2024, the total interest capitalized in the construction-in-progress was US$
10
Intangible assets
Intangible assets are carried
at cost less accumulated amortization and impairment, if any. Intangible assets are amortized using the straight-line method over the
estimated useful lives.
| Category | Estimated useful life | |
| Purchased software |
Land use right, net
The land use rights represent the operating lease prepayments for the rights to use the land in the PRC. Amortization of the prepayments is provided on a straight-line basis over the terms of the respective land use rights certificates.
Impairment of long-lived assets other than goodwill
Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment by comparing carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. Impairment charge recognized for the six months ended September 30, 2025 and 2024 was US$.
Fair value of financial instruments
Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Group considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.
Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 — Other inputs that are directly or indirectly observable in the marketplace.
Level 3 — Unobservable inputs which are supported by little or no market activity.
Financial assets and liabilities of the Group primarily consist of cash, accounts receivable, amounts due from related party, advance to suppliers-related party, other receivables, accounts payables, accounts payables - construction in progress and accrued expenses and other liabilities. As of September 30, 2025 and 2024, the carrying values of these financial assets and liabilities approximated their fair values due to the short-term nature.
Revenue recognition
The Group applied ASC Topic 606 “Revenue from Contracts with Customers” (“ASC 606”) for all periods presented.
Step 1: Identify the contract(s) with a customer.
Step 2: Identify the performance obligations in the contract.
11
Step 3: Determine the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer.
Step 4: Allocate the transaction price to the performance obligations in the contract – Any entity typically allocates the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation – An entity recognizes revenue when (or as) it satisfies a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control of that good or service). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A performance obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for promises to transfer service to a customer).
The Group has elected to apply the practical expedient in paragraph ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.
The Group has elected a practical expedient that it does not adjust the promised amount of consideration for the effects of a significant financing component if the Group expects that, upon the inception of revenue contracts, the period between when the Group transfers its promised services or deliverables to its clients and when the clients pay for those services or deliverables will be one year or less.
As a practical expedient, the Group elected to expense the incremental costs of obtaining a contract when incurred if the amortization period of the asset that the Group otherwise would have recognized is one year or less.
The Group is a food provider in Fujian Province which principally engages in meat and food product sales, sale and installation of support infrastructure for Hongchang Food Industrial Park, and property rental.
The Group’s principal revenue stream includes:
| 1. | Product revenue: |
| ● | Meat and food product sales: |
The Group enters into contracts with customers for the supply of meat and food products, whereby customers agree to pay product fees over the contract term in line with the terms set out in the sales agreements. Each contract encompasses a single promise: delivering specific goods to customers, which the Group therefore identifies as a single performance obligation, with all service fees (including but not limited to shipping and handling fees and packaging fees) allocated thereto. Control is considered transferred when the customer gains the ability to direct the use of the goods and obtain substantially all remaining economic benefits therefrom. Accordingly, the Group recognizes revenue at the point in time when control of the goods is transferred to the customer.
For the majority of meat and food product sales contracts, the Group assumes inventory risk, has the autonomy to set prices, and is responsible for fulfilling the promise to provide specific goods to customers. As the Group acts as the principal in these transactions, revenue is recognized on a gross basis. In contrast, for a small number of contracts where the Group does not assume inventory risk, does not have pricing authority, and is not primarily responsible, revenue is recognized on a net basis.
| ● | Sale and installation of support infrastructure for Hongchang Food Industrial Park: |
The Group bundles the installation together with the sale of mounts for photovoltaic panels. The installation services do not significantly customize or modify the mounts.
Contracts for bundled sales of equipment and installation services are comprised of two performance obligations because the equipment and installation services are both sold on a stand-alone basis and are distinct within the context of the contract. Accordingly, the Group allocates the transaction price based on the relative stand-alone selling prices of the equipment and installation services.
The Group recognizes revenue from installation services over time because the customer simultaneously receives and consumes the benefits provided to them. The Group uses an input method in measuring progress of the installation services because there is a direct relationship between the Groups effort (i.e., based on the labor hours incurred) and the transfer of service to the customer. The Group recognizes revenue on the basis of the labor hours expended relative to the total expected labor hours to complete the service.
12
| 2. | Service revenue: |
| ● | Rental services: The Group started to generate lease revenue in 2025 from the operating lease of constructed buildings in Hongchang Food Industrial Park to customers. As a lessor, the Group accounts for these leases under ASC 842. Lease revenue is recognized on a straight-line basis over the lease term, with any difference between straight-line revenue and contractual rental receipts recorded as a component of accounts receivable. Revenue recognition is subject to a collectability assessment, considering the creditworthiness of lessees and historical payment patterns. See “Note 2. Summary of Significant Accounting Policies—Lease—from the perspective as a lessor” for more discussion. |
Disaggregation of Revenue
Disaggregation of revenue from contracts with clients, in accordance with ASC Topic 606, by major service lines is as follows:
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| REVENUE | US$ | US$ | ||||||
| Product revenue: | ||||||||
| Meat and food product sales | ||||||||
| Service revenue: | ||||||||
| Rental services | ||||||||
| Total | ||||||||
Revenue disaggregated by timing of revenue recognition for the six months ended September 30, 2025 and 2024 is disclosed in the table below:
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Point in time: | ||||||||
| Meat and food product sales | ||||||||
| Over time: | ||||||||
| Rental services | ||||||||
The Group also selected to
apply the practical expedients allowed under ASC Topic 606 to omit the disclosure of remaining performance obligations for contracts with
an original expected duration of one year or less. As of September 30, 2025 and 2024, all contracts of the Group were with an original
expected duration within
Cost of revenue
Costs of revenue consist primarily
of purchase price of products, shipping and handling expenses from suppliers to the Group, and related costs, which are directly attributable
to products. Write-down of inventories is also recorded in cost of sales, if any. Shipping and handling costs incurred to transport goods
to customers are expensed in the periods incurred and are included in cost of revenue. The Group accounts for shipping and handling expenses
as fulfillment costs because shipping and handling activities occur before the customers obtains control of the goods. Shipping and handling
expenses amounted to US$ and US$
13
Sales and marketing expenses
Sales and marketing expenses consist primarily of travelling expenses, marketing conference expenses, advertising expenses, and salaries and other compensation-related expenses to sales and marketing personnel. The Group expenses all advertising costs as incurred. Advertising costs amounted to $ for the six months ended September 30, 2025 and 2024.
General and administrative expenses
General and administrative expenses consist primarily of salaries and benefits for employees involved in general corporate functions, amortization of land use right, legal and other professional services fees, rental, and other general corporate related expenses.
Government Subsidies
Government subsidies are recognized
when there is reasonable assurance that the subsidy will be received, and all attaching conditions will be complied with. When the subsidy
relates to an expense item, it is recognized as income over the periods necessary to match the subsidy on a systematic basis to the costs
that it is intended to compensate. Where the subsidy relates to an asset, it is recognized as deferred subsidies and is released to the
statement of operations over the expected useful life in a consistent manner with the depreciation method for the relevant asset. Total
government subsidies recorded in the deferred subsidies were $
Value-added taxes
Sales revenue represents the
invoiced value of goods, net of VAT. The applicable VAT rate was
Income taxes
Current income taxes are recorded in accordance with the regulations of the relevant tax jurisdiction. The Group accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Tax, (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the tax consequences attributable to differences between carrying amounts of existing assets and liabilities in the financial statements and their respective tax basis, and operating loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in the consolidated statements of operations and comprehensive income (loss) in the period of change. Valuation allowances are established when necessary to reduce the amount of deferred tax assets if it is considered more likely than not that amount of the deferred tax assets will not be realized.
The Group records liabilities related to uncertain tax positions when, despite the Group’s belief that the Group’s tax return positions are supportable, the Group believes that it is more likely than not that those positions may not be fully sustained upon review by tax authorities. Accrued interest and penalties related to unrecognized tax benefits are classified as income tax expense. The Group did recognize uncertain tax positions for the six months ended September 30, 2025 and 2024.
14
Related party transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due from/to related parties due to their related party nature.
Earnings per share
The Group calculates earnings
per share in accordance with ASC Topic 260 “Earnings per Share.” Basic earnings per share is computed by dividing the net
income by the weighted average number of common stock outstanding during the period. Diluted earnings per share is computed similar to
basic earnings per share except that the denominator is increased to include the number of additional common stock that would have been
outstanding if the potential common stock equivalents had been issued and if the additional common stock were dilutive. On September 4,
2023, the Group completed the Hongchang Acquisition, whereby Hongchang BVI’s stockholders received
Before the reorganization,
Hongchang Food depended on loans from stockholders for the construction of Hongchang Food Industrial Park and its daily operations. These
were recorded as loans from related parties. In May 2023, Hongchang Food reached an agreement with a stockholder to convert an outstanding
loan balance of US$
Comprehensive income
The Group applies ASC 220, Comprehensive Income (“ASC 220”), with respect to reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income is defined to include all changes in equity of the Group during a period arising from transactions and other event and circumstances except those resulting from investments by stockholders and distributions to stockholders. For the six months ended September 30, 2025 and 2024, the Group’s comprehensive income (loss) included net income (loss) and other comprehensive income (loss).
Segment reporting
ASC 280, Segment Reporting
(“ASC 280”), establishes standards for companies to report in their financial statements information about operating segments,
products, services, geographic areas, and major customers. Based on the criteria established by ASC 280, our chief operating decision
maker (“CODM”) has been identified as our Chief Executive Officer, who reviews consolidated results when making decisions
about allocating resources and assessing performance of the Group. As a whole and hence, we have only
15
Uncertainty and risks
Political, social, and economic risks
The Group has substantial operations in China through its PRC subsidiaries. Accordingly, the Group’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Group’s results may be adversely affected by changes in the political, regulatory, and social conditions in the PRC. Although the Group has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, this may not be indicative of future results.
Concentration risks
Concentration of credit risk
Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash in bank and accounts receivable. The Group places its cash with financial institutions with high credit ratings and quality.
The Group conducts credit evaluations of customers, and generally does not require collateral or other security from its customers. The Group establishes an allowance for expected credit losses primarily based upon the factors surrounding the credit risk of specific customers.
Concentration of customers and suppliers
As of September 30, 2025,
one major client accounted for
As of March 31, 2025, one
major client accounted for
For the six months ended September
30, 2025, one major client accounted for
For the six months ended September
30, 2024, one major client accounted for
As of September 30, 2025,
one vendor accounted for
As of March 31, 2025, one
vendor accounted for
Recent accounting pronouncements
In December 2023, the FASB issued ASU 2023-09 Improvements to Income Tax Disclosures. The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. For public business entities, the ASU is effective for annual periods beginning after December 15, 2025. The Company is evaluating the potential impact of this guidance on its consolidated financial statements.
16
In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expense and ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU improves the disclosures about a public business entity’s expenses and provides more detailed information about the types of expenses in commonly presented expense captions. The amendments require that at each interim and annual reporting period an entity will, inter alia, disclose amounts of purchases of inventory, employee compensation, depreciation, and amortization included in each relevant expense caption (such as cost of sales, general and administrative, and research and development). The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the potential impact of this guidance on its consolidated financial statement disclosures.
In January 2025, the FASB issued ASU 2025-01 Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03 on November 4, 2024. ASU 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the issuance of ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather than in an annual reporting period. The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. However, the FASB acknowledges that there was ambiguity between the intent in the basis for conclusions in ASU 2024-03 and the transition guidance that was included in the Codification when ASU 2024-03 was issued.
Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Group does not discuss recent pronouncements that are not anticipated to have an impact on, or are unrelated to, its consolidated financial condition, results of operations, cash flows or disclosures.
3. ACCOUNTS RECEIVABLE
Accounts receivable consisted of the following:
| As of September 30, 2025 | As of March 31, 2025 | |||||||
| US$ | US$ | |||||||
| Accounts receivable | ||||||||
As of September 30, 2025 and March 31, 2025, the Company had allowance for expected credit losses for accounts receivable.
17
4. OTHER RECEIVALBES
Other receivables consisted of the following:
| As of September 30, 2025 | As of March 31, 2025 | |||||||
| US$ | US$ | |||||||
| Receivables from disposal of equity-method investments | ||||||||
| Others | ||||||||
For the six months ended September 30, 2025 and 2024, the Company had allowance for expected credit losses for other receivable.
5. OTHER CURRENT ASSETS
Other current assets consisted of the following:
| As of September 30, 2025 | As of March 31, 2025 | |||||||
| US$ | US$ | |||||||
| VAT recoverable | ||||||||
| Deferred tax assets | ||||||||
| Prepaid Expenses | ||||||||
6. PROPERTY AND EQUIPMENT, NET
Property and equipment consisted of the following:
| As of September 30, 2025 |
As of March 31, 2025 |
|||||||
| US$ | US$ | |||||||
| Office equipment | ||||||||
| Other machinery and Equipment | ||||||||
| Buildings | ||||||||
| Accumulated depreciation | ( |
) | ( |
) | ||||
Depreciation expenses were
US$
Phase I of Hongchang Food Industrial Park was complete and reached usable condition in January 2025. The buildings started to depreciate from February 2025.
18
On February 1, 2025, Hongchang
Food entered into a lease contract with Fuqing Yuanchuang Property Management Co., Ltd. to lease out a total of seven buildings in Phase
I of Hongchang Food Industrial Park, with the leased area of
As of September 30, 2025,
the buildings with a carrying value of US$
7. CONSTRUCTION-IN-PROGRESS
Construction-in-progress consisted of the following:
| As of September 30, 2025 | As of March 31, 2025 | |||||||
| US$ | US$ | |||||||
| Construction in progress | ||||||||
Hongchang Food Industrial
Park covers a site area of
8. INTANGIBLE ASSETS,NET
Intangible assets consisted of the following:
| As of September 30, 2025 | As of March 31, 2025 | |||||||
| US$ | US$ | |||||||
| Purchased software | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Less: impairment allowance | ( | ) | ( | ) | ||||
Amortization expenses for
the purchased software were US$ and US$
9. LAND USE RIGHTS, NET
Land use rights, net consisted of the following:
| As of September 30, 2025 | As of March 31, 2025 | |||||||
| US$ | US$ | |||||||
| Land use rights | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
Amortization expenses for
the land use rights were US$
19
| For the fiscal years ending March 31, | ||||||||||||||||||||||||
| 2026* | 2027 | 2028 | 2029 | 2030 | 2031 and thereafter | |||||||||||||||||||
| US$ | US$ | US$ | US$ | US$ | US$ | |||||||||||||||||||
| Amortization expenses | ||||||||||||||||||||||||
| * |
As of September 30, 2025,
the land use right with a carrying value of US$
10. OTHER NON-CURRENT ASSETS
Other non-current assets consisted of the following:
| As of September 30, 2025 | As of March 31, 2025 | |||||||
| US$ | US$ | |||||||
| Other non-current asset –Advanced construction payment | ||||||||
| Other non-current asset –Leasehold deposit | ||||||||
Other non-current assets were
US$
11. EQUITY-METHOD INVESTMENTS
| As of September 30, 2025 | As of March 31, 2025 | |||||||
| US$ | US$ | |||||||
| Fujian Hongding Pawnshop Co. | ||||||||
The Group acquired the equity
investment in Fujian Hongding Pawnshop Co. (“Hongding Pawnshop”) through the acquisition of Pucheng Green Health Food. Pucheng
Green Health Food held
In June 2025, Pucheng Green
Health Food disposed of all of its
12. ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities consisted of the following:
| As of September 30, 2025 | As of March 31, 2025 | |||||||
| US$ | US$ | |||||||
| Payroll and welfare payables | ||||||||
| Value-added tax and other taxes payable | ||||||||
| Others | ||||||||
20
13. LONG-TERM LOANS
Long-term loans represent
the amounts due to various banks and financial lease companies lasting over one year. As of December 31, 2023, the Group had no loans.
During 2024, the Group entered into long-term loans contracts with two creditors.
| As of September 30, 2025 | As of March 31, 2025 | Maturity | Effective Interest | |||||||||||||||||
| Creditors | Balance | Balance | Date | Rate | Collateral/Guarantee | |||||||||||||||
| US$ | US$ | |||||||||||||||||||
| Fujian Fuqing Huitong Rural Commercial Bank Co., Ltd. | 1 | % | ||||||||||||||||||
| 2 | ||||||||||||||||||||
| 3 | ||||||||||||||||||||
| 4 | ||||||||||||||||||||
| 5 | ||||||||||||||||||||
| Subtotal | ||||||||||||||||||||
| Chailease International Finance Co., Ltd. (“Chailease”) | % | |||||||||||||||||||
| Suburban Credit Cooperative of Pucheng Rural Credit Union | % | |||||||||||||||||||
| Total | ||||||||||||||||||||
On October 23, 2024, Hongchang
Food entered into a sales and leaseback contract with Chailease. Pursuant to the contract, the Company sold its machines for approximately
US$
During the three months ended
March 31, 2025, the Company repaid approximately US$
During the six months ended
September 30, 2025, the Company repaid approximately US$
The future maturities of long-term loans from Fujian Fuqing Huitong Rural Commercial Bank Co., Ltd. are as follows:
| For the period ending September 30, | Principal | |||
| Remainder of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| $ | ||||
| less: current portion | $ | |||
| Non-current portion | $ | |||
21
The purposes of these long-term
loans are for the construction of Hongchang Food Industrial Park, and the interest of these loans was capitalized in construction-in-progress.
Interest capitalized in construction-in-progress was US$
On August 29, 2025, Pucheng
Green Health Food entered into a loan contract with Suburban Credit Cooperative of Pucheng Rural Credit Union, pursuant to which it borrowed
RMB
14. COMMON STOCK AND ADDITIONAL PAID-IN CAPITAL
In January 2023,
As per the Reorganization
described in Note 1(b) History and reorganization of the Group, the consolidated financial statements were prepared as if the
In preparation of the Merger
Transactions, the following transactions were undertaken to reorganize the legal structure of Operating Entity. On January 13, 2023, Mr.
Zengqiang Lin and Ms. Zhenzhu Lin, the existing stockholders of Hongchang Food established BVI-1 and BVI-2 in the British Virgin Islands,
respectively. On January 18, 2023, Hongchang BVI was then incorporated by BVI-1 and BVI-2, which held
On August 21, 2023, the Company
entered into the Share Exchange Agreement with Hongchang BVI and Hongchang BVI’s stockholders, the Selling Stockholders, in relation
to the Hongchang Acquisition. BVI-1 is wholly owned by Mr. Zengqiang Lin and BVI-2 is wholly owned by Ms. Zhenzhu Lin. Mr. Zengqiang Lin
has been a director of the Company since February 17, 2023, and Ms. Zhenzhu Lin is the sister of Mr. Zengqiang Lin. In accordance with
the terms of the Share Exchange Agreement, the Selling Stockholders sold and transferred
In May 2023, Hongchang BVI
received US$
On September 1, 2023, upon
closing the Merger Transactions,
22
15. INCOME TAX
The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.
United States
The Company is subject to
U.S. federal tax laws. On December 22, 2017, the “Tax Cuts and Jobs Act” (the “Act”) was enacted. Under the provisions
of the Act, the U.S. corporate tax rate decreased from
British Virgin Islands
Hongchang BVI was incorporated in the British Virgin Islands and is not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities to their stockholders, no British Virgin Islands withholding tax will be imposed.
Hong Kong
HK$
PRC
WFOE and its subsidiaries
are governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated at the applicable
tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under
the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), Chinese enterprises are subject to income tax at a rate of
Hongfu Food and Pucheng Green
Health Food, primarily engaged in processing of agricultural products, are eligible for full exemption from corporate income tax under
the tax preferential policies stipulated in the “EIT Laws,” with an effective tax rate of
Income taxes in the PRC consisted of:
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Income tax expense | ||||||||
| Deferred income tax benefit | ( | ) | ( | ) | ||||
| Total income tax expense (benefit) | ( | ) | ||||||
23
The Company had an income
tax expense of US$
Below is a reconciliation of the statutory tax rate to the effective tax rate:
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| PRC statutory income tax rates* | % | % | ||||||
| Non-deductible expenses | % | ( | )% | |||||
| Preferential tax rate reduction | ( | )% | % | |||||
| Change in valuation allowance | % | ( | )% | |||||
| Actual income tax rate | % | % | ||||||
| * |
Deferred tax assets consisted of the following:
| As of | ||||||||
| September 30, 2025 | March 31, 2025 | |||||||
| US$ | US$ | |||||||
| Land use right amortization | $ | |||||||
| Appraisal appreciation | ||||||||
| Net operating losses carried forward in the PRC | ||||||||
| Net operating losses carried forward in the U.S. | ||||||||
| Totals | ||||||||
| Less: Valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets, net | ||||||||
24
16. RELTED PARTY TRANSACTIONS
| (a) | Related parties |
The principal related parties with which the Group had transactions during the years presented are as follows:
| Names of related parties | Relationship with The Group | |
| Zengqiang Lin | ||
| Xinhongbo | ||
| Zhenzhu Lin | ||
| Xindefu | ||
| Xiuhua Zhou | ||
| Fujian Xiangbing Logistics Co., Ltd. (“Xiangbing”) | ||
| Huaqiang Lin |
| (b) |
| For the six months ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Loans from related parties: | ||||||||
| -Zhenzhu Lin | ||||||||
| -Zengqiang Lin | ||||||||
| -Xiuhua Zhou | ||||||||
| Repayments to related parties: | ||||||||
| -Zhenzhu Lin | ( | ) | ||||||
| -Zengqiang Lin | ( | ) | ( | ) | ||||
| -Xiuhua Zhou | ( | ) | ||||||
| ( | ) | ( | ) | |||||
| Sales of goods: | ||||||||
| -Xindefu | ||||||||
| Procurement of goods: | ||||||||
| -Xindefu | ||||||||
| Procurement of service: | ||||||||
| -Xindefu | ||||||||
| -Xiangbing | ||||||||
25
| (c) |
| As of September 30, 2025 | As of March 31, 2025 | |||||||
| US$ | US$ | |||||||
| Amounts due to related parties: | ||||||||
| -Zhenzhu Lin– current portion | ||||||||
| -Zengqiang Lin | ||||||||
| -Zengqiang Lin – current portion | ||||||||
All balances with the related parties as of September 30, 2025 and March 31, 2025 were unsecured and interest-free and had no fixed terms of repayments.
On April 1, 2023, Hongchang
Food entered into an interest-free loan agreement with Zengqiang Lin to obtain aggregate maximum loans of up to US$
On March 1, 2024, Hongchang
Food entered into a loan agreement with Zengqiang Lin, bearing an annual interest rate of
On May 16, 2024, Hongfu Food
entered into an interest-free loan agreement with Zhenzhu Lin to obtain aggregate maximum loans of up to US$
On September 19, 2024, Hongchang
Food entered into an interest-free loan agreement with Zengqiang Lin to obtain aggregate maximum loans of up to US$
On December 15, 2024, Hongchang
Supply Chain entered into an interest-free loan agreement with Zengqiang Lin to obtain aggregate maximum loans of up to RMB
On January 25, 2025, Hongchang
Supply Chain entered into an interest-free loan agreement with Huaqiang Lin to obtain aggregate maximum loans of up to US$
On January 26, 2025, Hongchang
Food entered into a mortgage contract with Fujian Fuqing Huitong Rural Commercial Bank Co., Ltd., pledging the buildings and land use
right as collateral to secure the loans obtained by Xinhongbo. As of September 30, 2025, the carrying value of the buildings was US$
17. COMMITMENTS AND CONTINGENCIES
As of September 30, 2025,
the Group had entered into several contracts for construction of Hongchang Food Industrial Park and the improvement of industrial buildings.
Total outstanding commitments under these contracts were US$
18. SUBSEQUENT EVENTS
Management has reviewed the Group’s operations for potential disclosure or financial statement impacts related to events occurring after September 30, 2025 through the date the release of the unaudited condensed consolidated financial statements contained in this quarterly report on From 10-Q were issued. Based on such evaluation, there were no additional subsequent event disclosures or financial statement impacts related to events occurring after September 30, 2025 that warranted adjustment to or disclosure in these unaudited condensed consolidated financial statement.
26
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition and results of operations relates to the operations and financial condition reported in our unaudited condensed consolidated financial statements, which appear elsewhere in this Report, and should be read in conjunction with such financial statements and related notes included in this Report. Except for the historical information contained herein, the following discussion, as well as other information in this Report, contain “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the “safe harbor” created by those sections. Actual results and the timing of the events may differ materially from those contained in these forward-looking statements due to many factors, including those discussed in the “Forward-Looking Statements” set forth elsewhere in this Report.
Results of Operations
Discussion and Analysis of Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024
The following chart provides a summary of our results of operations for the three months ended September 30, 2025 and 2024:
| For the three months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | 3,470,693 | $ | 820,608 | ||||
| Cost of revenue | 2,863,553 | 770,472 | ||||||
| Gross profit | 607,140 | 50,136 | ||||||
| Total operating expenses | (354,950 | ) | (102,824 | ) | ||||
| Income (loss) from operations | 252,190 | (52,688 | ) | |||||
| Total other (expense) income | (11,128 | ) | 2,496 | |||||
| Income (loss) before income taxes | 241,062 | (50,192 | ) | |||||
| Income tax (expense) benefit | (42,815 | ) | 5,421 | |||||
| Net income (loss) | $ | 198,247 | $ | (44,771 | ) | |||
| Basic net income (loss) per share | $ | (0 | ) | $ | (0 | ) | ||
Revenue
Our PRC subsidiaries generate revenue mainly from meat and food product sales, sales and installation of support infrastructure for Hongchang Food Industrial Park, and provision of rental services.
The following table sets forth the breakdown of our revenue by category, both in absolute amount and as a percentage of total revenue for each category for the periods indicated:
| For the three months ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| US$ | % | US$ | % | |||||||||||||
| Product sales – Meat products | 3,062,321 | 88 | 820,608 | 100 | ||||||||||||
| Services – Rental services | 408,372 | 12 | - | - | ||||||||||||
| Total | 3,470,693 | 100 | 820,608 | 100 | ||||||||||||
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Our PRC subsidiaries generated revenue of US$3,470,693 for the three months ended September 30, 2025, as compared to US$820,608 for the same period of 2024. The increase of 323% for the three months ended September 30, 2025 was mainly because: (i) meat product sales revenue of US$3,062,321 from a new subsidiary, Pucheng Green Health Food and (ii) rental revenue from the lease contracts of Phrase I of Hongchang Food Industrial Park. .
Cost of revenue
Cost of revenue for meat products and sale and installation of support infrastructure for Hongchang Food Industrial Park represents costs and expenses directly attributable to the manufacture of our products and facilities sold and delivered, which primarily comprises of costs of (1) materials, components, and parts; (2) production overhead, including mainly packaging and testing costs, amortization and depreciation of intangible assets, production equipment, and utilities; (3) direct labor, including cost to our production staff and outsourced production workers, and (4) outsourcing production costs.
Cost of rental service primarily consists depreciation expenses.
Cost of revenue was US$2,863,553 for the three months ended September 30, 2025, which is a 271% increase as compared to US$770,472 for the same period of 2024, due to the sales increase of Pucheng Green Health Food and rental cost of buildings in Hongchang Food Industrial Park. The following table sets forth the breakdown of our cost of revenue by category, both in absolute amount and as a percentage of the cost of revenue, for the periods indicated:
| For the three months ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| US$ | % | US$ | % | |||||||||||||
| Product sales – Meat products | 2,649,278 | 93 | 770,472 | 100 | ||||||||||||
| Services – Rental services | 214,275 | 7 | - | - | ||||||||||||
| Total | 2,863,553 | 100 | 770,472 | 100 | ||||||||||||
Gross profit and margin
Gross profit refers to the difference between operating revenue and costs. Our gross profit/loss and gross profit/loss margin of sales of meat products are primarily affected by the market price of the products and our cost of revenue.
Our gross profit/loss and gross profit/loss margin of rental services are primarily affected by the average market rent of the building space and our cost of revenue.
Gross margin is a measure used by management to indicate whether we are selling products at an appropriate gross profit. Our gross margin is influenced by product prices, product combinations, availability, and discounts, as some products typically offer higher gross profit margins, as well as the impact of our product costs, which may vary. We had gross profit of US$607,140 and gross profit of US$50,136 for the three months ended September 30, 2025 and 2024, which represented gross margin of 17% and 6%, respectively. The following table sets forth our gross profit/loss by category for the periods indicated:
| For the three months ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| US$ | % | US$ | % | |||||||||||||
| Product sales – Meat products | 413,043 | 68 | 50,136 | 100 | ||||||||||||
| Services – Rental services | 194,097 | 32 | - | - | ||||||||||||
| Total | 607,140 | 100 | 50,136 | 100 | ||||||||||||
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Operating expenses
Our operating expenses consist of sales and marketing expenses and general and administrative expenses.
Sales and marketing expenses
We incurred selling expenses of US$2,605 and US$1,382 for the three months ended September 30, 2025 and 2024, respectively, mainly due to the increase in sales activities from a new subsidiary, Pucheng Green Health Food .
General and administrative expenses
We incurred general and administrative expenses of US$352,345 for the three months ended September 30, 2025, as compared to US$101,442 in the same period of 2024. The increase in management expenses was mainly due to the agency fees (approximately US$253,010) occurred in the third quarter in 2025.
Income tax expenses
We incurred income tax expenses of US$42,815 for the three months ended September 30, 2025, and incurred income tax benefits of US$5,421 in the same period of 2024.
Net income (loss)
As a result of the foregoing, we reported net income of US$198,247 for the three months ended September 30, 2025 and a net loss of US$44,771 for the same period of 2024.
Discussion and Analysis of Six Months Ended September 30, 2025 Compared to Six Months Ended September 30, 2024
The following chart provides a summary of our results of operations for the six months ended September 30, 2025 and 2024:
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | 7,314,841 | $ | 2,802,506 | ||||
| Cost of revenue | (6,093,989 | ) | (2,653,655 | ) | ||||
| Gross profit (loss) | 1,220,852 | 148,851 | ||||||
| Total operating expenses | (431,227 | ) | (225,553 | ) | ||||
| Income (loss) from operations | 789,625 | (76,702 | ) | |||||
| Total other (expense) income | (18,809 | ) | 4,097 | |||||
| Income (loss) before income taxes | 770,816 | (72,605 | ) | |||||
| Income tax (expense) benefit | (72,627 | ) | 6,154 | |||||
| Net income (loss) | $ | 698,189 | $ | (66,451 | ) | |||
| Basic net loss per share | $ | (0 | ) | $ | (0 | ) | ||
Revenue
Our PRC subsidiaries generate revenue mainly from meat and food product sales, sales and installation of support infrastructure for Hongchang Food Industrial Park, and provision of rental services.
29
The following table sets forth the breakdown of our revenue by category, both in absolute amount and as a percentage of total revenue for each category for the periods indicated:
| For the six months ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| US$ | % | US$ | % | |||||||||||||
| Product sales – Meat products | 6,502,330 | 89 | 2,802,506 | 100 | ||||||||||||
| Services – Rental services | 812,511 | 11 | - | - | ||||||||||||
| Total | 7,314,841 | 100 | 2,802,506 | 100 | ||||||||||||
The PRC subsidiaries generated revenue of US$7,314,841 for the six months ended September 30, 2025, as compared to US$2,802,506 for the same period of 2024. The increase of 161% for the six months ended September 30, 2025 was mainly because of: (i) meat product sales revenue of US$6,502,330 from a new subsidiary, Pucheng Green Health Food and (ii) rental revenue from the lease contracts of Phrase I of Hongchang Food Industrial Park.
Cost of revenue
Cost of revenue for meat products and sale and installation of support infrastructure for Hongchang Food Industrial Park represents costs and expenses directly attributable to the manufacture of our products and facilities sold and delivered, which primarily comprises of costs of (1) materials, components, and parts; (2) production overhead, including mainly packaging and testing costs, amortization and depreciation of intangible assets, production equipment, and utilities; (3) direct labor, including cost to our production staff and outsourced production workers, and (4) outsourcing production costs.
Cost of rental service primarily consists depreciation expenses.
Cost of revenue was US$6,093,989 for the six months ended September 30, 2025, which is a 130% increase as compared to US$2,653,655 for the same period of 2024, due to sales increase of Pucheng Green Health Food and rental cost of buildings in Hongchang Food Industrial Park. The following table sets forth the breakdown of our cost of revenue by category, both in absolute amount and as a percentage of the cost of revenue, for the periods indicated:
| For the six months ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| US$ | % | US$ | % | |||||||||||||
| Product sales – Meat products | 5,667,071 | 93 | 2,653,655 | 100 | ||||||||||||
| Services – Rental services | 426,918 | 7 | - | - | ||||||||||||
| Total | 6,093,989 | 100 | 2,653,655 | 100 | ||||||||||||
Gross profit and margin
Our gross profit/loss and gross profit/loss margin of sales of meat products and supporting facilities for industrial park products are primarily affected by the market price of the products and our cost of revenue.
Our gross profit/loss and gross profit/loss margin of rental services are primarily affected by the average market rent of the building space and our cost of revenue.
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Gross margin is a measure used by management to indicate whether we are selling products at an appropriate gross profit. Our gross margin is influenced by product prices, product combinations, availability, and discounts, as some products typically offer higher gross profit margins, as well as the impact of our product costs, which may vary. At present, we offer competitive prices to attract and retain customers. In the future, as we grow, we plan to launch diversified products and competitive services to increase market share. We regularly evaluate the profitability of our products. As our business activities started in 2023 and we are still in the early stages, we had gross profit of US$1,220,852 and gross profit of US$148,851 for the six months ended September 30, 2025 and 2024, which represented gross margin of 17% and 5%, respectively. The following table sets forth our gross profit/loss by category for the periods indicated:
| For the six months ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| US$ | % | US$ | % | |||||||||||||
| Product sales – Meat products | 835,259 | 68 | 148,851 | 100 | ||||||||||||
| Services – Rental services | 385,593 | 32 | - | - | ||||||||||||
| Total | 1,220,852 | 100 | 148,851 | 100 | ||||||||||||
Operating expenses
Our operating expenses consist of sales and marketing expenses and general and administrative expenses.
Sales and marketing expenses
We incurred selling expenses of US$2,605 and US$1,537 for the six months ended September 30, 2025 and 2024, respectively, mainly due to the increase in sales activities from a new subsidiary, Pucheng Green Health Food.
General and administrative expenses
We incurred general and administrative expenses of US$428,622 for the six months ended September 30, 2025, as compared to US$224,016 in the same period of 2024. The increase in management expenses was mainly due to the agency fees (approximately US$253,010) occurred in the third quarter in 2025.
Income tax expenses
We incurred income tax expenses of US$72,627 for the six months ended September 30, 2025, and incurred income tax benefits of US$6,154 in the same period of 2024.
Net income (loss)
As a result of the foregoing, we reported net income of US$698,189 for the six months ended September 30, 2025, 2025 and a net loss of US$66,451 for the same period of 2024.
Liquidity and Capital Resources
The following chart provides a summary of our key balance sheet items as of September 30, 2025 and March 31, 2025, and should be read in conjunction with the financial statements, and notes thereto, included with this report.
| As of September 30, 2025 | As of March 31, 2025 | |||||||
| Cash and cash equivalents | $ | 32,479 | $ | 493,201 | ||||
| Restricted cash | $ | 221,974 | $ | 217,700 | ||||
| Accounts receivable | $ | 3,544,467 | $ | 2,278,878 | ||||
| Other receivables | $ | 955,541 | $ | 74,693 | ||||
| Other current assets | $ | 614,299 | $ | 757,833 | ||||
| Total current assets | $ | 5,409,402 | $ | 4,033,900 | ||||
| Construction-in-progress | $ | 17,892,153 | $ | 16,832,470 | ||||
| Land use rights, net | $ | 4,030,601 | $ | 3,998,567 | ||||
| Total assets | $ | 61,739,130 | $ | 59,538,093 | ||||
| Accounts payable-construction in progress | $ | 16,930 | $ | 13,639 | ||||
| Total current liabilities | $ | 6,798,335 | $ | 6,447,590 | ||||
| Long-term loans | $ | 6,797,394 | $ | 6,556,390 | ||||
| Amounts due to a related party | $ | 3,581,556 | $ | 3,513,737 | ||||
| Total non-current liabilities | $ | 12,338,642 | $ | 12,013,264 | ||||
| Total liabilities | $ | 19,136,977 | $ | 18,460,854 | ||||
| Total stockholders’ (deficit) equity | $ | 42,602,153 | $ | 41,077,239 | ||||
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As of September 30, 2025, we had US$254,453 in cash, compared to US$710,901 as of March 31, 2025. The decrease in cash was mainly due to (i) reimbursement of accounts payable and other payables, (ii) investment in construction of Phrase II of Hongchang Food Industrial Park, and (iii) repayments of long-term payables.
As of September 30, 2025, our construction in progress balance amounted to approximately US$17,892,153, as compared to US$16,832,470 as of March 31, 2025. This reflected our continuous investment and progress of the construction schedule in Hongchang Food Industrial Park.
Capital Expenditure Commitment as of September 30, 2025
As of September 30, 2025, the Company had entered into several contracts for construction of Hongchang Food Industrial Park and the improvement of the processing factory buildings. Total outstanding commitments under these contracts were US$3,908,374 and US$3,859,662 as of September 30, 2025 and March 31, 2025, respectively. The Company expected to pay off all the balances within one to three years.
Off Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of September 30, 2025 and March 31, 2025.
Cash Flows
The following table sets forth a summary of our cash flows for the periods presented:
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Net cash used in operating activities | $ | (325,333 | ) | $ | (2,685,432 | ) | ||
| Net cash used in investing activities | $ | (551,687 | ) | $ | (4,720,774 | ) | ||
| Net cash provided by financing activities | $ | 414,862 | $ | 6,843,575 | ||||
| Effect of foreign exchange on cash | $ | 5,710 | $ | (25,394 | ) | |||
| Net decrease in cash | $ | (456,448 | ) | $ | (588,025 | ) | ||
| Cash and restricted cash at the beginning of the period | $ | 710,901 | $ | 895,074 | ||||
| Cash and restricted cash at the end of the period | $ | 254,453 | $ | 307,049 | ||||
Operating activities
Net cash used in operating activities for the six months ended September 30, 2025 was US$325,333, which primarily reflected our net income of US$698,189, as mainly adjusted for amortization of US$379,617, and adjustment for changes in working capital, primarily consisting of (i) a decrease in advances to suppliers of US$176,051, (ii) a decrease in other current assets of US$159,673, and (iii) an increase in accounts payable of US$140,683, offset by (i) an increase in accounts receivable of US$1,224,829, (ii) an increase in other receivable of US$356,213 and (iii) a decrease in accrued expenses and other payables of US$208,061.
Net cash used in operating activities for the six months ended September 30, 2024 was US$2,685,432, which primarily reflected our net loss of US$66,451, as mainly adjusted for amortization of US$45,195, and adjustment for changes in working capital, primarily consisting of (i) an increase in accounts payable to related parties of US$178,180, (ii) an increase in accounts payable of US$153,769, offset by (i) an increase in inventories of US$1,811,184, (ii) an increase in advances to suppliers of US$794,470, (iii) an increase in accounts receivable of US$282,415, and (iv) a decrease in accrued expenses and other payables of US$198,876.
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Investing activities
Net cash used in investing activities for the six months ended September 30, 2025 was US$551,687, mainly attributable to purchases of property and equipment. Net cash used in investing activities for the six months ended September 30, 2024 was US$4,720,774, mainly attributable to purchases of property and equipment.
Financing activities
Net cash provided by financing activities for the six months ended September 30, 2025 was US$414,862, primarily due to loans from related parties.
Net cash provided by financing activities for the six months ended September 30, 2024 was US$6,843,575, primarily due to loans from related parties.
Critical Accounting Policies Involving Critical Accounting Estimates
The discussion and analysis of our Group’s financial condition and results of operations are based upon our Group’s unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP in a consistent manner. The preparation of these financial statements requires the selection and application of accounting policies. Further, the application of U.S. GAAP requires our Group to make estimates and judgments about future events that affect the reported amounts of assets, liabilities, revenue, and expenses and related disclosures. On an ongoing basis, our Group evaluate its estimates, including those discussed below. Our Group bases its estimates on historical experience, current trends, and various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or conditions. Our Group believes it is possible that other professionals, applying reasonable judgment to the same set of facts and circumstances, could develop and support a range of alternative estimated amounts. Our Group believes that it has appropriately applied its critical accounting policies. However, in the event that inappropriate assumptions or methods were used relating to the critical accounting policies below, our Group’s consolidated statements of operations could be misstated.
A detailed summary of significant accounting policies is summarized below:
Use of estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenue and expenses during the reported period in the unaudited condensed consolidated financial statements and accompanying notes. Significant accounting estimates reflected in our Group’s unaudited condensed consolidated financial statements mainly include, but are not limited to, assessment for impairment of long-lived assets, valuation of deferred tax assets and current expected credit loss of receivables. Actual results could differ from those estimates.
Construction-in-progress
Property and equipment that are purchased or constructed which require a period of time before the assets are ready for their intended use are accounted for as construction-in-progress. Construction-in-progress is recorded at acquisition cost, including installation costs. Construction-in-progress is transferred to specific property and equipment accounts and commences depreciation when these assets are ready for their intended use.
33
Land use right, net
The land use rights represent the operating lease prepayments for the rights to use the land in the PRC. Amortization of the prepayments is provided on a straight-line basis over the terms of the respective land use rights certificates.
Revenue recognition
The Group applied ASC 606 for all periods presented.
Step 1: Identify the contract(s) with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer.
Step 4: Allocate the transaction price to the performance obligations in the contract – Any entity typically allocates the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation – An entity recognizes revenue when (or as) it satisfies a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control of that good or service). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A performance obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for promises to transfer service to a customer).
The Group has elected to apply the practical expedient in paragraph ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.
The Group has elected a practical expedient that it does not adjust the promised amount of consideration for the effects of a significant financing component if the Group expects that, upon the inception of revenue contracts, the period between when the Group transfers its promised services or deliverables to its clients and when the clients pay for those services or deliverables will be one year or less.
As a practical expedient, the Group elected to expense the incremental costs of obtaining a contract when incurred if the amortization period of the asset that the Group otherwise would have recognized is one year or less.
34
The Group is a food provider in Fujian Province which principally engages in meat and food product sales, sale and installation of support infrastructure for Hongchang Food Industrial Park, and property rental.
The Group’s principal revenue stream includes:
| 1. | Product revenue: |
| ● | Meat and food product sales: |
The Group enters into contracts with customers for the supply of meat and food products, whereby customers agree to pay product fees over the contract term in line with the terms set out in the sales agreements. Each contract encompasses a single promise: delivering specific goods to customers, which the Group therefore identifies as a single performance obligation, with all service fees (including but not limited to shipping and handling fees and packaging fees) allocated thereto. Control is considered transferred when the customer gains the ability to direct the use of the goods and obtain substantially all remaining economic benefits therefrom. Accordingly, the Group recognizes revenue at the point in time when control of the goods is transferred to the customer.
For the majority of meat and food product sales contracts, the Group assumes inventory risk, has the autonomy to set prices, and is responsible for fulfilling the promise to deliver specific goods to customers. As the Group acts as the principal in these transactions, revenue is recognized on a gross basis. In contrast, for a small number of contracts where the Group does not assume inventory risk, does not have pricing authority, and is not primarily responsible, revenue is recognized on a net basis.
| ● | Sale and installation of support infrastructure for Hongchang Food Industrial Park: |
The Group bundles the installation together with the sale of mounts for photovoltaic panels. The installation services do not significantly customize or modify the mounts.
Contracts for bundled sales of equipment and installation services are comprised of two performance obligations because the equipment and installation services are both sold on a stand-alone basis and are distinct within the context of the contract. Accordingly, the Group allocates the transaction price based on the relative stand-alone selling prices of the equipment and installation services.
The Group recognizes revenue from installation services over time because the customer simultaneously receives and consumes the benefits provided to them. The Group uses an input method in measuring progress of the installation services because there is a direct relationship between the Groups effort (i.e., based on the labor hours incurred) and the transfer of service to the customer. The Group recognizes revenue on the basis of the labor hours expended relative to the total expected labor hours to complete the service.
| 2. | Service revenue: |
| ● | Rental services: The Group started to generate lease revenue in 2025 from operating leases of constructed buildings in Hongchang Food Industrial Park to customers. As a lessor, the Group accounts for these leases under ASC 842. Lease revenue is recognized on a straight-line basis over the lease term, with any difference between straight-line revenue and contractual rental receipts recorded as a component of accounts receivable. Revenue recognition is subject to a collectability assessment, considering the creditworthiness of lessees and historical payment patterns. See “Note 2. Summary of Significant Accounting Policies—Lease—from the perspective as a lessor” for more discussion. |
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Management has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), as of the end of the period covered by this Report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were not effective as a result of a material weakness primarily related to a lack of a sufficient number of personnel with appropriate training and experience in U.S. GAAP. In the future, we intend to hire more personnel with sufficient training and experience in U.S. GAAP. We plan to enhance our internal control system through a series of measures, including hiring more personnel with adequate training and U.S. GAAP experience, appointing independent directors, and setting up an audit committee.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarterly period ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. There are currently no legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition, or operating results.
ITEM 1A. RISK FACTORS
Smaller reporting companies are not required to provide the information required by this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
There was no information required to be disclosed
in a report on Form 8-K during the period covered by this Report, but not reported. There were no material changes to the procedures by
which security holders may recommend nominees to the registrant’s board of directors.
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ITEM 6. – EXHIBITS
| * | Filed herewith. |
| ** | In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-Q and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act. |
38
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| Hongchang International Co., Ltd | ||
| Dated: November 13, 2025 | By: | /s/ Zengqiang Lin |
| Name: | Zengqiang Lin | |
| Title: | Chief Executive Officer and Chief Financial Officer (Duly Authorized Officer, Principal Executive Officer, and Principal Financial Officer) | |
39
Exhibit 10.1
合 同 编 号 ：T05225082900008
Contract No.:T05225082900008
福建农信
Fujian Fuqing Huitong Rural Commercial Bank Co., LTD
流动资金借款合同
Working Capital Loan Contract
(2024年版)
(2024 Edition)
签约重要提示
Important Notice for Signing the Contract
为了维护贵单位的权益，请贵单位在签署本合同之前仔细阅读， 检查并确认以下事宜：
In order to protect the rights and interests of your company, please carefully read, check and confirm the following matters before signing this contract:
一 、贵单位有权签署本合同，若依法需要取得他人同意的，贵 单位已经取得充分授权；
Your company has the right to sign this Contract. If it is necessary to obtain consent from others according to law, your company has obtained full authorization;
二 、贵单位已经认真阅读并充分理解合同条款，并特别注意了 其中有关责任承担、免除或限制贷款人责任和加黑字体部分内容；
Your company has carefully read and fully understood the terms and conditions of the contract, and paid special attention to the contents related to liability assumption, exemption or limitation of the lender’s liability and the part in black font;
三 、贷款人已经就本合同做了相关条款说明，贵单位对本合同 条款的含义及相应法律后果已全部通晓并充分理解，并愿意接受这 些条款约定；
The Lender has explained the relevant terms of this Contract, and your company has fully understood and understood the meaning of the terms of this contract and the corresponding legal consequences, and is willing to accept these terms;
四 、贵单位确保提供的贷款材料真实、合法和有效，并愿为提 供内容的真实性、合法性和有效性承担法律责任。
Your company ensures that the loan materials provided are true, legal and effective, and is willing to assume legal responsibility for the authenticity, legality and effectiveness of the contents provided.
1
流 动 资 金 借 款 合 同
Working Capital Loan Contract
立约人信息：见本合同专用条款第七条。
Information of the parties: see Article 7 of the special provisions of this contract.
根据国家有关法律法规，借贷双方经协商一致，订立本合同。本合同由一般条款 和专用条款组成。
In accordance with the relevant national laws and regulations, the lending and lending parties have reached an agreement through consultation to enter into this contract. This contract consists of general terms and special terms.
一 般 条 款
General terms and conditions
第一条本合同借款金额、期限、利率等见专用条款第八条。
Article 1 The loan amount, term and interest rate hereof are set forth in Article 8 of the special provisions.
一、借款人、共同借款人共同承诺：本合同项下借款的金额、用途、期限、利率和还款方式等以借款借据、电子记录为准。凡使用借款人账户和密码并通过贷款人提 供的业务平台(营业柜台、网上银行、手机银行、自助终端等)实施的借、还款操作，均视为借款人办理，其法律后果由借款人、共同借款人共同承担，借款人无须逐笔签 订借款借据，并以贷款人的电子记录为准，除非借款人、共同借款人有证据证明贷款 人业务平台安全可靠性存在问题。借款借据、电子记录作为本合同的组成部分，与本 合同具有同等法律效力。借款借据、电子记录不再送达共同借款人。
Joint commitment of the Borrower and the Co-Borrowers: The amount, purpose, term, interest rate and repayment method of the loan hereunder shall be subject to the loan IOU and electronic records. All borrowing and repayment operations that use the borrower’s account and password and are carried out through the business platform (business counter, online banking, mobile banking, self-service terminal, etc.) provided by the lender shall be regarded as handled by the borrower, and the legal consequences shall be borne by the borrower and the co-borrower. The borrower does not need to sign the loan IOU one by one, and the electronic records of the lender shall prevail. Unless the borrower and co-borrower have evidence to prove that the security and reliability of the lender’s business platform are problems. The loan IOU and electronic record shall be an integral part of this contract and have the same legal effect as this contract. Borrowing ious, electronic records are no longer served on co-borrowers.
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二、贷款市场报价利率指中国人民银行授权全国银行间同业拆借中心公布的贷款 市场报价利率。如遇中国人民银行利率政策调整，按其规定执行。
The loan market quoted interest rate refers to the loan market quoted interest rate published by the National Inter-bank Lending Center authorized by the People’s Bank of China. In case of adjustment of the interest rate policy of Bank of China, such provisions shall be followed.
三、本合同贷款执行利率按贷款市场报价利率调整时，贷款人不另行通知借款人、 共同借款人。
If the execution interest rate of the loan hereunder is adjusted according to the quoted interest rate in the loan market, the Lender shall not notify the Borrower or the co-borrower separately.
四 、贷款人有权决定采用积数计息法或逐笔计息法计息。
The lender shall have the right to decide to use the accumulative method of interest calculation or the tranche method of interest calculation.
五、贷款人在下列条件满足时发放贷款：
The Lender grants the loan when the following conditions are met:
(一)借款人提供交易合同等符合贷款人要求的资金用途证明材料；
The borrower shall provide transaction contracts and other materials to prove the use of funds that meet the requirements of the lender;
(二)担保人已办妥担保手续，抵、质押物需办理保险的已办理了相关保险；
The guarantor has completed the guarantee procedures, and the relevant insurance has been handled if the collateral or pledge needs to be insured;
(三)贷款人要求的其他贷款发放条件。
Other conditions for loan disbursement as required by the lender.
六、贷款资金支付
Payment of loan funds
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(一)本合同贷款资金支付选择以下方式：
The loan funds hereunder shall be paid in the following ways:
1.贷款人受托支付。指贷款人根据借款人的提款申请和支付委托，将贷款资金支 付给符合合同约定用途的借款人交易对象。具有以下情形之一的流动资金贷款，应采 用贷款人受托支付方式：
The lender is entrusted to pay. It means that the lender pays the loan funds to the borrower’s transaction objects in line with the purposes agreed in the contract according to the borrower’s withdrawal application and payment authorization. Working capital loans under any of the following circumstances shall be paid as entrusted by the lender:
(1)与借款人新建立信贷业务关系且借款人信用状况一般；
Newly established credit business relationship with the borrower and the borrower’s credit status is average;
(2)支付对象明确且向借款人某一交易对象单笔支付金额超过一千万元人民币；
The payment object is clear and the single payment amount to a certain transaction object of the borrower exceeds RMB 10 million;
(3)贷款人认定的其他情形。
Other circumstances determined by the Lender.
2.借款人自主支付。指贷款人根据借款人的提款申请，将贷款资金直接发放至借 款人账户，由借款人自主支付给符合合同约定用途的借款人交易对象。贷款自主支付 后，借款人应定期报告或告知贷款人贷款资金支付情况。
The borrower pays independently. It means that the lender directly issues the loan funds to the borrower’s account according to the borrower’s withdrawal application, and the borrower independently pays the loan funds to the borrower’s transaction objects that meet the purposes agreed in the contract. After the loan is paid independently, the borrower shall regularly report or inform the lender of the payment of the loan funds.
(二)借款人应按贷款人要求提供贷款资金支付情况、交易合同等资金用途证明 材 料 。
The borrower shall, as required by the lender, provide the payment of the loan funds, transaction contracts and other materials to prove the use of the funds.
(三)贷款人有权按合同约定对贷款资金支付进行监督、管理和控制，有权审核、 检查借款人提交的贷款支付申请、资金用途证明材料与实际用途是否相符。流动资金贷款不得用于股东分红，以及金融资产、固定资产、股权等投资；不得用于国家禁止生产、经营的领域和用途。
The lender shall have the right to supervise, manage and control the payment of loan funds as agreed herein, and shall have the right to examine and inspect whether the application for loan payment and the proof materials for the use of funds submitted by the borrower are consistent with the actual use. Working capital loans shall not be used for shareholders’ dividends, financial assets, fixed assets, equity and other investment; It shall not be used in any field or use prohibited by the state for production or business operation.
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(四)如借款人以化整为零方式规避贷款人受托支付，贷款资金使用出现异常， 贷款人有权改变贷款资金发放、支付的条件和方式，或按借款人违约处理。
If the borrower avoids the entrusted payment by the lender in parts and the use of the loan funds is abnormal, the lender shall have the right to change the conditions and methods for the issuance and payment of the loan funds, or treat it as the default of the borrower.
七、借款人、共同借款人提前偿还本金，应提前15日向贷款人提交申请，事先 征得贷款人同意。贷款人有权根据实际情况安排提前还款日。借款人、共同借款人应 于提前还款日执行提前还款计划，结清提前还款本金及所产生的利息、已到期的其他 款 项 。
For early repayment of principal, the Borrower and the co-borrower shall submit an application to the Lender 15 days in advance and obtain the consent of the Lender in advance. The lender has the right to arrange the early repayment date according to the actual situation. The borrower and the co-borrower shall implement the prepayment plan on the prepayment date to settle the prepayment principal, the interest generated and other payments that have been due.
第二条借款人、共同借款人权利和义务
Article 2 Rights and obligations of the Borrower and co-borrowers
一 、借款人、共同借款人在此共同指定由借款人作为本合同项下贷款资金的接收方和指示支付方。贷款人根据本约定向借款人支付贷款资金或按借款人的指示(委托) 支付贷款资金即视为已向共同借款人履行了贷款支付义务。借款人及共同借款人对该 债务承担共同清偿责任。借款人有权按合同约定取得和使用借款，未经贷款人书面同意，不得改变借款用途。
The Borrower and the Co-Borrower hereby jointly designate the Borrower as the recipient and direct payer of the loan funds hereunder. The payment of the loan funds by the Lender to the Borrower in accordance with this Agreement or the payment of the loan funds in accordance with the instructions (entrustment) of the Borrower shall be deemed to have fulfilled the loan payment obligation to the co-borrower. The borrower and the co-borrower shall be jointly liable for the repayment of the debt. The borrower shall have the right to obtain and use the loan in accordance with the contract, and shall not change the purpose of the loan without the written consent of the lender.
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二 、按合同约定履行债务，在还款日当日18:00前足额归还借款本息。借款人、 共同借款人如需展期，应在借款到期日前15日向贷款人提出书面申请，经贷款人同 意后，签订借款展期协议。展期贷款利率按累计期限档次确定。
Perform the debt as agreed in the contract and repay the principal and interest of the loan in full before 18:00 on the repayment date. If the borrower and the co-borrower need to extend the loan, they shall submit a written application to the lender 15 days prior to the maturity date of the loan, and sign a loan extension agreement with the consent of the lender. The interest rate of extended loans shall be determined according to the cumulative maturity grade.
三 、按贷款人要求提供真实、准确、完整、合法有效的收入、资产证明、环境和 社会风险报告及财务报表，以及所有开户社(行)的账号和其他相关资料。如需开增 值税发票，应提供开票信息等材料。
As required by the lender, provide true, accurate, complete, legal and valid income and asset certificates, environmental and social risk reports and financial statements, as well as the account numbers of all the opening institutions (banks) and other relevant information. If VAT invoices are required, invoicing information and other materials shall be provided.
四 、接受贷款人对其生产经营、财务活动、借款使用等情况的检查监督。
Accept the lender’s inspection and supervision over its production and operation, financial activities and use of borrowings.
五、不得恶意转移资产、抽逃资金、擅自转让股份，以逃避本合同债务。
It shall not maliciously transfer assets, withdraw funds or transfer shares without authorization to evade debts hereof.
六 、为其他债务提供担保，应事先通知贷款人，并不得影响贷款人债权实现；未经贷款人书面同意，不得以本合同借款所形成的资产为其他债务提供担保。
The provision of security for other debts shall be notified to the lender in advance and shall not affect the realization of the creditor’s rights; Without the written consent of the Lender, the assets formed by the borrowings hereunder shall not be used to provide security for other debts.
七、申请变更名称、法定代表人、章程、经营地址、经营范围、注册资本金等事项，须提前10日书面通知贷款人。
When applying for change of name, legal representative, articles of association, business address, business scope, registered capital and other matters, the lender shall be notified in writing 10 days in advance.
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八 、借款人实施以下行为，应提前30日书面通知贷款人，征得贷款人同意，并 落实贷款人认可的债务清偿责任或提前清偿本合同项下债务：
If the Borrower commits any of the following acts, it shall notify the Lender in writing 30 days in advance, obtain the consent of the Lender, and fulfill the debt repayment obligations recognized by the Lender or pay off the debts hereunder in advance:
(一)经营体制或产权组织形式发生或可能发生变化，包括但不限于承包、租赁、 股份制改造、联营、合并、兼并、分立、合资、产权转让、对外投资、实质性增加债 务融资、申请停业整顿、申请解散、申请破产等；
Changes occur or may occur in the business system or the form of property rights organization, including but not limited to contracting, leasing, shareholding reform, joint venture, merger, merger, division, joint venture, transfer of property rights, foreign investment, substantial increase in debt financing, application for suspension of business for rectification, application for dissolution, application for bankruptcy, etc.;
(二)签订对其经营和财务状况有重大影响的合同；
Entering into contracts that have a material impact on its operations and financial condition;
(三)为自身其他债务或他人提供担保；
Providing security for its own other debts or others;
(四)以出售、赠与、出租、出借、转移等方式处分重要资产；
Disposing of important assets by means of sale, gift, lease, loan or transfer;
(五)其他足以引起本合同之债权债务关系变化或影响贷款人债权实现的行为。
Other acts sufficient to cause changes in the creditor’s rights and liabilities hereunder or affect the realization of the creditor’s rights.
九 、借款人、共同借款人发生以下情形的，应在发生或可能发生之日起3日内书 面通知贷款人，并落实贷款人认可的债权保全措施或提前清偿债务：
If any of the following circumstances occurs, the Borrower or the co-borrower shall notify the Lender in writing within 3 days from the date of occurrence or possible occurrence, and implement the creditor’s rights preservation measures approved by the Lender or pay off the debts in advance:
(一)停产、歇业、注销登记、被吊销营业执照；
Suspension of production, cessation of business, cancellation of registration, or revocation of business license;
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(二)法定代表人或主要负责人、实际控制人从事违法活动、涉及诉讼或仲裁等；
The legal representative or principal responsible person or actual controller is engaged in illegal activities, involved in litigation or arbitration, etc.;
(三)经营困难、财务状况恶化，突破约定财务指标，发生交叉违约事件、环境 和社会风险等；
Operating difficulties, deterioration of financial conditions, exceeding agreed financial indicators, occurrence of cross-default events, environmental and social risks, etc.
(四)名称、章程、法定代表人、住所地、经营范围变更等事项；
Change of name, articles of association, legal representative, domicile, business scope and other matters;
(五)借款人与其控股股东及其他关联企业间发生关联交易(包括但不限于关联 购销合同、租赁、原料供应、资金往来等),或其关联方关系发生变更，或其控股股 东及其他关联单位经营或财务方面出现恶化；
Related party transactions (including but not limited to related purchase and sale contracts, leases, supply of raw materials, capital transactions, etc.) occur between the borrower and its controlling shareholders and other affiliated enterprises, or the relationship between its related parties changes, or the operation or financial deterioration of its controlling shareholders and other affiliated units;
(六)对借款人履行本合同债务产生不利影响的其他情形。
Other circumstances that will adversely affect the performance of the obligations of the Borrower under this Contract.
十、本合同项下的担保发生不利于贷款人债权的变化时，借款人、共同借款人应及时告知贷款人，并按贷款人的要求及时提供贷款人认可的其他担保。
In the event of any change in the guarantee hereunder that is detrimental to the creditor’s rights of the Lender, the Borrower and the co-borrowers shall promptly inform the Lender and provide other guarantee recognized by the Lender in a timely manner as required by the Lender.
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本款所称“变化”包括但不限于：担保人停产、歇业、解散、停业整顿、被撤销、 被吊销营业执照、申请或被申请破产；担保人的经营或财务状况恶化；担保人涉及诉 讼或仲裁案件；担保物的价值减少或可能减少，被征收(用)、被查封、被扣押、被 冻结或被采取其他强制措施；担保人在担保合同项下有违约行为；担保人与借款人发生争议；担保人要求解除担保合同；担保合同未生效或无效或被撤销；担保物权不成立或无效；或影响贷款人债权安全的其他事件等。
The “change” referred to in this paragraph includes but is not limited to: the guarantor ceases production, goes out of business, disband, goes out of business for rectification, is revoked, has its business license revoked, applies for or is filed for bankruptcy; Deterioration in the business or financial condition of the guarantor; The guarantor is involved in litigation or arbitration cases; The value of the security is reduced or may be reduced, expropriated (used), sealed up, distrained, frozen or subject to other compulsory measures; There is a breach by the guarantor under the guarantee contract; A dispute arises between the guarantor and the borrower; The guarantor requests to terminate the guarantee contract; The guarantee contract is not effective or invalid or revoked; The real right of security is not established or invalid; Or other events affecting the security of the creditor’s rights, etc.
十一、承担与本合同及本合同项下担保有关的保险、运输、登记、保管、鉴定、 公证、公告等所有费用，以及贷款人为实现债权所支付的一切费用等(包括但不限于 诉讼费、仲裁费、办案费、律师服务费、律师代理费、财产保全费、公告费、评估费、 鉴定费、公证费、申请执行费、保管费、拍卖费、变卖费、处置费、差旅费、电讯费 及其他实现债权的必要费用),但抵(质)押登记费、抵(质)押评估费、强制执行 公证费、抵押物财产保险费用等国家有专门规定或双方另有约定的除外。
Bear all expenses of insurance, transportation, registration, custody, appraisal, notarization and announcement in connection with this Contract and the guarantee hereunder; And all expenses paid by the lender for the realization of the creditor’s rights (including but not limited to legal costs, arbitration fees, case handling fees, lawyer’s service fees, lawyer’s agency fees, property preservation fees, notice fees, evaluation fees, appraisal fees, notary fees, application execution fees, storage fees, auction fees, selling fees, disposal fees, travel expenses and telecommunications fees And other necessary expenses for the realization of creditor’s rights), except for those specially stipulated by the state or otherwise agreed by both parties, such as the registration fee for offsetting (pledging) pledge, the evaluation fee for offsetting (pledging) pledge, the notary fee for compulsory enforcement, and the insurance fee for the property of the mortgage.
十二、借款人承诺贷款人有权根据借款人资金回笼情况提前收回贷款。
The Borrower undertakes that the lender has the right to recover the loan in advance according to the repayment of the borrower’s funds.
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十三、授权贷款人从借款人、共同借款人在福建农村信用社系统(含农商银行) 开立的账户划收每期应还款本息及其他应付款项。
The lender is authorized to transfer the principal, interest and other payments payable for each installment from the account opened by the borrower and the co-borrower in Fujian Rural Credit Cooperative System (including Rural Commercial Bank).
十四、授权贷款人向通讯运营商、福建省金服云征信有限责任公司、调解组织、 仲裁机构等相关部门及第三方平台提供借款人、共同借款人的姓名、身份证号、曾用 手机号等个人信息以便查询获取借款人、共同借款人的联系电话、联系地址等用于用 户触达、合法催收、调解、仲裁和征信信息报送。同意通讯运营商在贷款人、调解组 织、仲裁机构联系借款人、共同借款人时进行通话录音并保存。
The lender is authorized to provide the name, ID number, used mobile phone number and other personal information of the borrower and co-borrower to the communication operator, Fujian Financial Service Cloud Credit Investigation Co., LTD., mediation organization, arbitration institution and other relevant departments and third-party platforms for the purpose of querying and obtaining the contact number and address of the borrower and co-borrower Household access, legal collection, mediation, arbitration and credit investigation information submission. Agree that the communication operator shall record and save the call when the lender, mediation organization and arbitration institution contact the borrower or joint borrower.
第三条 贷款人权利和义务
Article 3 Rights and obligations of the Lender
一 、有权要求借款人、共同借款人提供有关生产经营情况、环境和社会风险报告、
财务会计报表等资料，对借款人、共同借款人生产经营、环境保护和社会风险管理、 财务活动、借款使用等情况进行检查监督。
The right to request the borrower and the co-borrower to provide information on the production and operation situation, environmental and social risk reports, financial and accounting statements and other materials, and to inspect and supervise the production and operation, environmental protection and social risk management, financial activities and use of borrowings of the borrower and the co-borrower.
二、在借款人、共同借款人履行本合同约定义务的前提下，按合同约定及时足额 发放贷款，但因国家政策调整等非贷款人原因的除外。
On the premise that the Borrower and the co-borrower perform the obligations agreed herein, the loan shall be granted in full and timely amount as agreed herein, except for reasons other than those of the Lender, such as adjustment of national policies.
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三、如借款人、共同借款人未按约定还款(包括贷款人按合同约定宣布贷 款提前到期),贷款人有权查询借款人、共同借款人在福建农村信用社系统(含农商 银行)开立的账户，并从账户中直接冻结或划收人民币或其他币种相应款项(包括债 权本金、利息、罚息、复利、违约金、损害赔偿金、生效法律文书迟延履行的加倍利 息及贷款人为实现债权所支付的一切费用，包括但不限于诉讼费、仲裁费、办案费、 律师服务费、律师代理费、财产保全费、公告费、评估费、鉴定费、公证费、申请执 行费、保管费、拍卖费、变卖费、处置费、差旅费、电讯费及其他实现债权的必要费 用)。贷款人应通知(但无须提前通知)借款人、共同借款人有关冻结或扣划款项的 内容。如冻结或扣划款项为外币，贷款人有权按冻结或扣划时福建农村信用社系统(含 农商银行)公布外汇牌价的银行买入价折算为人民币清偿。如借款人、共同借款人对 贷款人负有本合同以外的债务，贷款人有权决定上述划收款项用于清偿债务的顺序或 类别。借款人、共同借款人主动还款情况下，贷款人有权决定清偿债务的顺序或类别。
If the Borrower and the co-borrower fail to repay the loan as agreed (including the lender announcing the early maturity of the loan as agreed in the contract), the Lender shall have the right to inquire the account opened by the borrower and the co-borrower in Fujian Rural Credit Cooperative System (including Rural Commercial Bank), And directly freeze or transfer from the account the corresponding amount in RMB or other currencies (including the principal, interest, penalty interest, compound interest, liquidated damages, damages, double interest for delayed performance of effective legal documents and all expenses paid by the lender to realize the creditor’s right). Including but not limited to legal costs, arbitration fees, case handling fees, lawyer’s service fees, lawyer’s agency fees, property preservation fees, notice fees, evaluation fees, appraisal fees, notary fees, application execution fees, storage fees, auction fees, selling fees, disposal fees, travel expenses, telecommunications fees and other necessary expenses for the realization of creditor’s rights). The Lender shall notify (but need not notify in advance) the Borrower and the co-borrower of the contents of the freeze or deduction. If the frozen or deducted amount is in foreign currency, the lender shall have the right to convert the amount into RMB according to the bank purchase price of the foreign exchange quotation published by Fujian Rural Credit Cooperative System (including Rural Commercial Bank) at the time of freezing or deduction. If the Borrower or the co-borrower owes debts to the Lender other than this Contract, the Lender shall have the right to determine the order or category in which the aforesaid transfer shall be used to settle the debts. In the case of voluntary repayment by the borrower or co-borrower, the lender has the right to decide the order or category of repayment of the debt.
四 、贷款人有权监测合同约定的借款人资金回笼账户资金进出情况。如发现资金往来异常及借款人经营、管理、财务及资金流向等预警情况，贷款人有权采取要求借 款人整改、提前收回贷款、要求借款人追加担保或下调贷款风险分类等措施。
The lender has the right to monitor the inflow and outflow of funds in the borrower’s fund recovery account as agreed in the contract. If abnormal capital transactions and early warning situations such as the borrower’s operation, management, finance and capital flow are found, the lender shall have the right to require the borrower to rectify, recover the loan in advance, require the borrower to provide additional guarantee or reduce the loan risk classification.
五、按借款人、共同借款人要求，对其生产经营有关的商业秘密及其他应当保密的信息保密，但贷款人内部使用及国家另有规定的除外。
To keep confidential, as required by the Borrower and the co-borrower, the trade secrets related to its production and operation and other information that should be kept confidential, except for the Lender’s internal use and otherwise stipulated by the State.
六、贷款人有权根据法律法规和本合同约定，参与借款人、共同借款人大额融资、资产出售以及兼并、分立、股份制改造、破产清算等活动，维护贷款人债权。
The Lender shall have the right to participate in large-amount financing, asset sale, merger, division, joint-stock reform, bankruptcy liquidation and other activities of the Borrower and co-borrowers to safeguard the creditor’s rights in accordance with laws and regulations and provisions hereof.
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七、贷款期间借款人、共同借款人的年度财务状况应保持或优于贷款申请时上一年度的财务状况。当借款人、共同借款人的财务指标恶化时，贷款人有权书面要求借 款人、共同借款人在规定的期限内予以改善；规定的期限内借款人、共同借款人若不 能改善的，贷款人有权停止发放尚未发放的贷款及提前宣布贷款到期并收回全部贷款本息 。
The annual financial position of the Borrower and the co-borrower during the term of the Loan shall maintain or be better than the financial position of the previous year at the time of the loan application. When the financial indicators of the Borrower and the co-borrower deteriorate, the lender shall have the right to request the borrower and the co-borrower in writing to make improvement within the prescribed time limit; If the borrower and the co-borrower fail to improve within the prescribed time limit, the lender has the right to stop issuing the unissued loan, announce the maturity of the loan in advance and recover all the principal and interest of the loan.
八、借款人、共同借款人应保持良好的信用状况，如贷款期间借款人在人民银行 征信系统中发生新的不良记录，贷款人有权停止发放尚未发放的贷款及提前宣布贷款 到期收回全部贷款本息。
The borrower and the co-borrower shall maintain a good credit standing. If the borrower has a new bad record in the credit investigation system of the People’s Bank of China during the loan period, the lender shall have the right to stop issuing the unissued loan and announce in advance that the loan is due to recover all the principal and interest of the loan.
九、贷款人有权决定债权本金、利息、罚息、复利、违约金或相关费用的清偿顺 序。
The lender shall have the right to determine the order of repayment of the principal, interest, penalty interest, compound interest, liquidated damages or related expenses of the creditor’s rights.
十、因贷款人不可预测或无法控制的系统故障、设备故障、通讯故障、供电停止 等不可抗力或意外事故，导致借款人、共同借款人无法办理借款、还款、查询，各方 互不负责任，但贷款人应及时通知借款人、共同借款人并尽力修复，降低借款人、共同借款人损失。
If the Borrower and the co-borrower are unable to borrow, repay or make inquiries due to force majeure or accidents such as system failure, equipment failure, communication failure and power supply stoppage that are unpredictable or beyond the control of the Lender, the parties shall not be liable to each other, provided that the Lender shall timely notify the Borrower and the co-borrower and try its best to repair them so as to reduce the loss of the Borrower and the co-borrower.
十一、贷款人在办理贷款业务过程中通过营业网点现场或手机银行、网上银行、 微信银行等线上方式收集的合同当事人身份信息、财产信息、账户信息等将仅用于办 理贷款或提供担保需要。贷款人承诺在经营过程中将按照法律法规规定和各方约定的 用途、范围、方式、目的使用合同当事人信息。
The identity information, property information and account information of the parties to the contract collected by the lender in the process of handling the loan business through on-site business outlets or online means such as mobile banking, online banking and wechat banking shall only be used for handling the loan or providing guarantee. The lender undertakes to use the information of the parties in the course of operation in accordance with the provisions of laws and regulations and the purposes, scope, methods and purposes agreed by the parties.
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十二、有权向通讯运营商、福建省金服云征信有限责任公司、调解组织、仲裁机 构等相关部门及第三方平台提供借款人、共同借款人的姓名、身份证号、曾用手机号 等个人信息以便查询获取借款人、共同借款人的联系电话、联系地址等用于用户触达、 合法催收、调解、仲裁和征信信息报送。同意通讯运营商在贷款人、调解组织、仲裁 机构联系借款人、共同借款人时进行通话录音并保存。
Have the right to provide the name, ID number, used mobile phone number and other personal information of the borrower and co-borrower to communication operators, Fujian Financial Service Cloud Credit Investigation Co., LTD., mediation organizations, arbitration institutions and other relevant departments and third-party platforms in order to query and obtain the contact number and address of the borrower and co-borrower for user access. Legal collection, mediation, arbitration and credit investigation information submission. Agree that the communication operator shall record and save the call when the lender, mediation organization and arbitration institution contact the borrower or joint borrower.
★★第四条发生下列情形之一，贷款人有权单独或同时行使以下权利：要求违 约人限期纠正；改变贷款资金支付方式和条件；停止发放贷款，宣布贷款提前到期并 收回；调整贷款利率；压降授信额度；下调风险分类；要求借款人、共同借款人追加 担保；向银行业监管单位、银行业协会、借款人近亲属、共同借款人近亲属通报违约 人违约行为，通过贷款人微信公众号等媒体实行公告催收；采取其他资产保全措施； 解除合同。
★★ Article 4 Under any of the following circumstances, the lender shall have the right to exercise the following rights individually or simultaneously: to require the defaulter to rectify within a time limit; Changing the payment method and conditions of loan funds; To stop granting loans, announce early maturity of loans and collect them; Adjusting loan interest rates; Pressure drop credit line; Downgrade risk classification; Require additional guarantees from borrowers and co-borrowers; Notify the banking regulatory authority, banking association, close relatives of the borrower and close relatives of the co-borrower of the defaulter’s breach, and implement announcement collection through the lender’s wechat official account and other media; Adopt other asset preservation measures; Rescind the contract.
(一)借款人、共同借款人在本合同项下任何一笔贷款本金逾期或利息逾期10 日(含)以上。
The Borrower and the co-borrower are more than 10 days (inclusive) overdue in principal or interest of any of the loans under this Contract.
(二)借款人、共同借款人在贷款人的其他债务本金逾期或利息逾期30日(含) 以上。
The Borrower and the co-borrower are more than 30 days (inclusive) overdue in principal or interest of other debts with the Lender.
(三)借款人、共同借款人未经贷款人书面同意，擅自改变借款用途。
The borrower and the co-borrower change the purpose of the loan without the written consent of the lender.
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(四)借款人、共同借款人收入发生不利变化。
Adverse changes in the income of the Borrower and the co-borrower.
(五)借款人、共同借款人受到暂停营业、被吊销营业执照等行政处罚，生产经 营发生重大不利变化。
The borrower and the co-borrower are subject to administrative penalties such as suspension of business or revocation of business license, and major adverse changes occur in production and operation.
(六)借款人、共同借款人从事违法活动。
The borrower and the co-borrower engage in illegal activities.
(七)借款人、共同借款人涉及诉讼、被执行。
The borrower and the co-borrower are involved in litigation or are executed.
(八)借款人、共同借款人信用状况下降，出现逃废债务、失联等情形。
The credit status of the borrower and the joint borrower declines, and the borrower escapes and cancels debts or loses contact.
(九)借款人、共同借款人丧失或可能丧失履约能力。
The Borrower or co-borrower loses or may lose the ability to perform the contract.
(十)为本合同项下债务提供担保的抵(质)押物发生价值减少、毁损、灭失、 被拆除、被查封、被冻结等情形。
The value of the pledge (pledge) used to guarantee the debts hereunder is reduced, damaged, lost, dismantled, sealed up or frozen, etc.
(十一)借款人、共同借款人发生本合同第二条第八款约定的情形。
The borrower and the co-borrower have any of the circumstances specified in paragraph 8 of Article 2 hereof.
(十二)借款人、共同借款人或保证人发生本合同第二条第九款、第十款的任何 情形。
The Borrower, the co-borrower or the guarantor have any of the circumstances described in Article 2, paragraph 9 and paragraph 10 hereof.
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(十三)借款人、共同借款人违约、未遵守承诺事项，明确表示或以自己的行为 表明不履行本合同项下的义务。
The Borrower or the co-borrower breaches or fails to comply with its commitments, expressly states or indicates by its own actions that it does not perform its obligations hereunder.
(十四)借款人、共同借款人任何其他债务、担保、赔偿责任到期不能履行。
The Borrower and the co-borrower fail to perform any other debts, guarantees or liability for compensation when due.
(十五)借款人、共同借款人未经贷款人书面同意，采用转让、转移、析产等方式转移财产。
The Borrower or the co-borrower transfers the property by means of assignment, transfer or property analysis without the written consent of the Lender.
(十六)借款人、共同借款人申贷文件信息失真，或未按贷款人要求及时提供真实、完整、有效的资料。
The information in the loan application documents of the borrower or the co-borrower is distorted, or the borrower fails to provide true, complete and valid materials in time as required by the lender.
(十七)借款人、共同借款人不按照本合同约定提取和支付借款款项，借款款项使用出现异常。
The borrower and the co-borrower fail to draw and pay the loan funds in accordance with the provisions hereof, and the use of the loan funds is abnormal.
(十八)借款人、共同借款人违反本合同约定或相关监管规定，以化整为零方式 规避受托支付，或未按约定方式进行贷款资金支付。
The borrower or the co-borrower violates the provisions hereof or relevant regulatory provisions, avoids the entrusted payment by breaking up the whole into parts, or fails to pay the loan funds in accordance with the agreed manner.
(十九)借款人、共同借款人指定的放款账户或支付对象账户被有权机关冻结或 止付。
The lending account or payment object account designated by the borrower or co-borrower is frozen or stopped by the competent authority.
(二十)借款人、共同借款人或保证人参与洗钱、电信网络诈骗活动，或者为他 人实施洗钱、电信网络诈骗活动提供产品、服务等帮助。
The borrower, co-borrower or guarantor participates in money laundering or telecommunications and network fraud activities, or provides products, services or other assistance for other persons to carry out money laundering or telecommunications and network fraud activities.
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(二十一)国家有关行业、信贷等政策作出调整的。
Adjustments are made to the policies of the State in relation to industries and credit.
(二十二)贷款人认为影响或可能影响贷款人债权实现的其他情形。
Other circumstances that the lender deems to affect or may affect the realization of the lender’s creditor’s rights.
第五条其他约定事项
Article 5 Other Agreed Matters
一 、借款人、共同借款人承诺：贷款人有权向银行业监管单位、银行业协会报送 借款人、共同借款人违约失信信息；借款人、共同借款人自愿接受贷款人等银行业金 融机构联合采取调减或停止授信，停止开立新的结算账户，停办借款人、共同借款人 新的信用卡等联合失信惩戒维权措施。
Commitment of the Borrower and the co-borrower: The lender has the right to report the information of the borrower and the co-borrower’s breach of trust to the banking regulatory authority and the banking association; The borrower and the co-borrower voluntarily accept the lender and other banking financial institutions to jointly reduce or stop granting credit, stop opening new settlement accounts, stop handling the borrower and the co-borrower’s new credit cards and other joint punishment and rights protection measures for truth-breaking.
二 、借款人、共同借款人怠于行使对第三方的债权或者与该债权有关的从权利, 影响贷款人的债权实现的，贷款人有权行使代位权，借款人、共同借款人自愿放弃针 对贷款人的抗辩。
If the borrower or the co-borrower delays in exercising the creditor’s right to a third party or the subordinate right related to the creditor’s right, which affects the realization of the creditor’s right of the lender, the lender shall have the right to exercise the right of subrogation, and the borrower or the co-borrower shall voluntarily give up the defense against the lender.
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三 、第三人代借款人、共同借款人履行本合同项下相关义务及责任的，应经贷款 人同意。贷款人拒绝第三人代为履行，不免除借款人、共同借款人的违约责任。贷款 人同意或不知情情况下接受第三人代为履行，不代表贷款人同意承担本合同约定以外 的义务，包括但不限于债权债务资料的移交、诉讼及期间维护、抵质押登记等的维持 等。
The performance of relevant obligations and liabilities under this Contract by a third party on behalf of the Borrower or the co-borrower shall be subject to the consent of the lender. If the lender refuses to perform on behalf of a third party, it shall not exempt the borrower and the joint borrower from liability for breach of contract. The lender’s consent or acceptance of performance by a third party without its knowledge shall not mean that the lender agrees to undertake obligations other than those agreed herein, including but not limited to the transfer of creditor’s rights and debts materials, litigation and maintenance during the period, and maintenance of pledge registration, etc.
四 、贷款人有权将借款人、共同借款人的信用信息(包括违约不良信息)提供给 金融信用信息基础数据库和其他依法设立的征信机构；可以根据国家有关规定，通过 金融信用信息基础数据库和其他依法设立的征信机构查询、打印、保存符合相关规定 的借款人、共同借款人的信用报告，包括在贷款存续期间对借款人、共同借款人进行 贷后风险管理查询。查询获得的信用报告限用于中国人民银行颁布的《个人信用信息 基础数据库管理暂行办法》等规定用途范围。
The lender shall have the right to provide the credit information of the borrower and the co-borrower (including the non-performing information of default) to the basic database of financial credit information and other credit investigation agencies established according to law; In accordance with the relevant regulations of the state, the credit reports of borrowers and joint borrowers that meet the relevant regulations may be inquired, printed and saved through the basic database of financial credit information and other legally established credit investigation agencies, including post-loan risk management inquiries of borrowers and joint borrowers during the duration of loans. The credit reports obtained from the inquiry shall be used within the scope of use prescribed in the Interim Measures for the Management of Basic Database of Personal Credit Information promulgated by the People’s Bank of China.
五、法律文书等送达地址
Address for Service of Legal Documents
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合同各方约定：以合同当事人的户籍地址和本合同专用条款第七条约定的邮寄地 址、联系电话(含手机短信)、传真、电子邮箱、微信号以及中国审判流程信息公开网、全国统一送达平台、移动微法院、人民法院在线服务等电子方式作为人民法院、 仲裁、调解等机构或组织送达诉讼、仲裁、调解等法律文书及合同当事人向其他各方 送达有关法律文书、通知、文件、邮件等的送达地址和方式。上述送达地址和方式适 用于人民法院、仲裁、调解等机构或组织处理案件的全部程序，包括一审、二审、再审、执行程序、特别程序、督促程序及公示催告程序，也适用于借款人、共同借款人 在贷款人处申请的其他授信产品(包括但不限于贷款、信用卡、普惠金融卡、准贷记 卡等),任意一种方式送达均视为送达。
The parties hereto agree that: The people’s court shall be the household address of the parties to the contract, the mailing address, contact number (including mobile phone SMS), fax, E-mail, wechat account, China Trial Process Information Disclosure Network, national Unified Service platform, mobile micro court, online service of the people’s court and other electronic means as follows: The address and method of service of legal documents such as litigation, arbitration and mediation by arbitration or mediation institutions or organizations and the service of relevant legal documents, notices, documents and mail by the parties to the contract to other parties. The above address and method of service shall be applicable to all procedures of the people’s court, arbitration, mediation and other institutions or organizations to handle cases, including first instance, second instance, retrial, execution procedure, special procedure, supervision procedure and public urging procedure. It also applies to other credit products (including but not limited to loans, credit cards, inclusive finance cards, quasi-credit cards, etc.) applied by the borrower and co-borrower at the lender, and shall be deemed to have been delivered in any way.
合同当事人的送达地址等联系方式如有变更，应在5日内书面通知有关各方。如 因合同当事人提供的送达地址等联系方式无效或不完整，或变更后未及时书面通知贷 款人，或当事人及相关人员拒绝接收，或因当事人自身非不可抗力的任何因素导致法 律文书、通知、文件、邮件等无法接收，视同合同当事人已收到各方当事人、人民法 院、仲裁、调解等机构或组织寄送的相关文书。以邮寄方式送达的，回执上注明的收 件日期或邮寄文件退回之日为文件签收之日；以传真、电子邮件、微信信息、手机短 信、手机银行、网上银行、录音电话、中国审判流程信息公开网、全国统一送达平台、 移动微法院、人民法院在线服务等数据电文形式发送相关文书的，除法律另有规定外， 发送之日即视为送达和收到之日。电子送达若需提供“回证”的，可以送达内容及信 息成功发送的手机截图或电脑屏幕截图等作为电子送达的“回证”形式。
If there is any change in the service address and other contact information of the parties, they shall notify the parties concerned in writing within 5 days. If the service address and other contact information provided by the parties are invalid or incomplete, or the lender is not notified in writing in time after the change, or the parties and relevant personnel refuse to receive it, or the legal documents, notices, documents, emails and other documents cannot be received due to any factor other than force majeure of the parties themselves, It shall be deemed that the parties to the contract have received the relevant documents sent by the parties, the people’s court, arbitration, mediation and other institutions or organizations. If it is served by mail, the date of receipt indicated on the return receipt or the date of return of the mailed documents shall be the date of receipt of the documents; Where relevant documents are sent in the form of data messages such as fax, E-mail, wechat message, mobile phone short message, mobile banking, online banking, recorded telephone calls, China Trial Process Information Disclosure Network, National Unified Service Platform, mobile micro court, and People’s Court online service, the date of sending shall be deemed to be the date of service and receipt, unless otherwise provided by law. If a “reply” is required for electronic service, the mobile phone screenshot or computer screen shot of the content and information successfully sent can be used as the form of “reply” for electronic service.
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送达文件如无文件签收日期，则邮寄的文件在邮寄后的第7日即视为送达和收到 之日；专递的文件在专递人员送达对方住所地之日即视为送达和收到之日。
If there is no signature date for the documents served, the mailed documents shall be deemed as the date of service and receipt on the 7th day after mailing; The documents delivered by Courier shall be deemed to be served and received on the date when the Courier delivers them to the domicile of the other party.
第六条 声明条款
Article 6 Declaration of Terms
一、借款人、共同借款人清楚地知悉贷款人的经营范围、授权权限。
The Borrower and the co-borrower are clearly aware of the business scope and authorization authority of the Lender.
二、借款人、共同借款人已阅读本合同所有条款，贷款人已对本合同所有条款进 行详尽说明，并着重就合同中的黑体字部分向借款人做了特别的说明和解释。借款人、 共同借款人对合同的全部条款及法律后果已全面充分理解且均无疑义，并对有关权利 义务和责任限制或免除条款的法律含义有准确无误的理解，对所有条款的法律后果已全面充分理解。
The Borrower and the Co-Borrowers have read all the terms of this Contract, and the Lender has given a detailed explanation of all the terms of this Contract, and has made special explanations and explanations to the Borrower with emphasis on the bold words in this Contract. The Borrower and the co-Borrower have fully and undoubtedly understood all the terms and legal consequences of the Contract, and have accurately and accurately understood the legal meaning of the relevant terms of limitation or exemption of rights, obligations and liabilities, and have fully and fully understood the legal consequences of all terms.
三 、借款人、共同借款人保证具有独立或经合法授权签署和履行本合同的民事权 利能力和民事行为能力，否则应赔偿贷款人的全部损失。
The Borrower and the co-Borrower warrant that they have the capacity for civil rights and civil conduct to sign and perform this Contract independently or legally authorized, failing which, they shall compensate the Lender for all losses incurred.
四 、借款人、共同借款人承诺贷款资金不得用于从事股本权益性投资，不得用于 股东分红，不得用于购买股票、有价证券、期货、理财产品等金融产品或金融衍生品， 不得用于购买房产等固定资产，不得用于借贷牟取非法收入，不得用于监管机构禁止 银行贷款进入或支持的领域，不得用于其他违反国家法律、政策规定的领域。
The loan funds promised by the Borrower and the co-borrower shall not be used for equity investment, dividends to shareholders, purchase of stocks, securities, futures, financial products and other financial products or financial derivatives, purchase of real estate and other fixed assets, or seek illegal income through borrowing. It shall not be used in the fields prohibited by the regulatory authorities to enter or support the Bank’s loans, and shall not be used in other fields that violate the provisions of national laws and policies.
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专 用 条 款
Special Terms and Conditions
第七条 立约人信息
Article 7 Information of the contracting parties
借款人：浦城县绿康尔食品有限责任公司
Borrower: Pucheng Green Health Food Co., LTD
证件名称及号码：营业执照 91350722761768161P
Certificate name and number: Business License 91350722761768161P
法定代表人：陈小华 授权代理人：
Legal representative: Chen Xiaohua Authorized Agent:
法律文书等送达地址：①邮寄地址浦城县莲塘镇九秋村(经营场所：浦城县马莲 河东路16号)
Address for service of legal documents: ① Mailing address Jiuqiu Village, Liantang Town, Pucheng County (Business place: No. 16 Malianhe East Road, Pucheng County)
②联系电话 Contact number [•]
③电子邮箱 E-mail address
④传 真Fax
⑤微信号Wechat account
共同借款人Joint borrowers：
证件名称及号码Certificate Name and Number：
法律文书等送达地址Address for service of legal documents：
①邮寄地址Mailing address
②联系电话 Contact number
③电子邮箱 E-mail address
④传 真Fax
⑤微信号Wechat account
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贷款人：浦城县农村信用合作联社城郊信用社
Lender: Pucheng County Rural Credit Cooperative Union Suburban Credit Cooperative
法定代表人：黄森亮 授权代理人：
Legal representative: Huang Senliang Authorized Agent:
法律文书等送达地址：①邮寄地址 浦城县千里马路187号
②联系电话Contact number [•]
③电子邮箱 E-mail address
④传 真Fax
⑤微信号Wechat account
第八条 贷款人同意向借款人、共同借款人发放以下内容贷款
Article 8 The Lender agrees to grant the following loans to the Borrower and the co-borrower
一 、借款金额：(币种)人民币(大写) 贰佰万 元 整 。
Loan amount: (Currency) RMB (in words) Two million yuan only.
二、借款用途：牲畜屠宰经营。
Loan purpose: livestock slaughtering operation.
三、借款期限：自 2025年8月29日起至2028 年8月28日止。
Loan term: from August 29, 2025 to August 28, 2028.
四 、贷款利率为年利率(单利),为以下第(一)种：
The interest rate of the loan is the annual interest rate (simple interest), which is the following (1) :
(一)固定利率，为5.2%,即在本合同签订日的前一工作日的最近一期1年期(1 年期/5年期以上)贷款市场报价利率基础上，加(加/减)220(N个基点)。本合同有效期内，合同执行利率保持不变，不跟随贷款市场报价利率调整。
The fixed interest rate, being 5.2%, namely, plus (plus/minus)220(N basis points) based on the quoted market rate of the latest 1-year (1-year / 5-year plus) loan on the business day preceding the date hereof. During the term of this Contract, the execution interest rate shall remain unchanged and shall not be adjusted in accordance with the quoted interest rate in the loan market.
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(二)固定利率，本合同有效期内每笔贷款执行利率保持不变，不跟随贷款市场 报价利率调整。其中：1.如贷款放款时确定的贷款期限为1年期(含)以内，则该笔贷款执行利率以贷款放款日的前一工作日的最近一期1年期贷款市场报价利率为定价基础（加/减）(N个基点);2.如贷款放款时确定的贷款期限为1年期以上5年期(含)以内，则该笔贷款执行利率以贷款放款日的前一工作日的最近一期 (1年期/5年期以上)贷款市 场报价利率为定价基础， (加/减) (N个基点);3.如贷款放款时确定的贷款期限为5年期以上，则该笔贷款执行利率以贷 款放款日的前一工作日的最近一期5年期以上贷款市场报价利率为定价基础， (加/减) (N个基点)。
Fixed interest rate. During the term of this Contract, the execution interest rate of each loan shall remain unchanged and shall not be adjusted with the quoted interest rate in the loan market. Among them: 1. If the loan term determined at the time of lending is less than 1 year (inclusive), the execution interest rate of the loan shall be based on (plus/minus) the quoted interest rate of the latest 1-year loan market on the working day prior to the loan lending date (N basis points); 2. If the loan term determined at the time of loan lending is more than 1 year and less than 5 years (inclusive), the execution interest rate of the loan shall be based on the quoted interest rate of the latest loan market (1 year/more than 5 years) of the working day prior to the loan lending date. (plus/minus) (N basis points); 3. If the loan term determined at the time of loan lending is more than 5 years, the execution interest rate of the loan shall be based on the quoted market interest rate of the latest loan term more than 5 years on the working day prior to the loan lending date, (plus/minus) (N basis points).
(三)浮动利率，在本合同签订日的前一工作日的最近一期 (1年期/5年期以上)贷款市场报价利率基础上 (加/减) (N个基点)。合同执行利率按 (月/季/年)调整，利率整日为贷款市场报价利率调整后 (次月1日/次季首日/次年 首日)。
Floating interest rate, based on (plus/minus) (N basis points) the quoted interest rate in the latest loan market (1-year / 5-year or more) of the working day prior to the signing date of this Contract. The contract execution interest rate shall be adjusted on a (monthly/quarterly/annual) basis, and the interest rate shall be adjusted ( on the first day of the next month/the first day of the next quarter/the first day of the next year).
(四)浮动利率，其中：1.如贷款放款时确定的贷款期限为1年期(含)以内， 则该笔贷款执行利率以贷款放款日的前一工作日的最近一期1年期贷款市场报价利 率为定价基础，(加/减) (N个基点); 2.如贷款放款时确定的贷款期限为1年期以年期以上5年期(含)以内，则该笔贷款执行利 率以贷款放款日的前一工作日的最近一期 (1年期/5年期以上)贷款市场报价利率为定价基础， (加/减) (N个基点);3.如贷款放款时确定的贷款期限为5年期以上，则该笔贷款执行利率以贷款放款日的前一工作日的最近一期5年期以上贷款市场报价利率为定价基础， (加/减) (N个基点)。贷款执行利率按(月/季/年)调整，利率调整日为贷款市场报价利率调整后 (次月1日/次季首日/次年首日)。
Floating interest rate, among which: 1. If the loan term determined at the time of loan disbursement is one year (inclusive) or less, the execution interest rate of this loan shall be based on the most recent one-year loan prime rate on the working day prior to the loan disbursement date, (plus/minus) (N basis points). 2. If the loan term determined at the time of lending is more than 1 year and less than 5 years (inclusive), the execution interest rate of the loan shall be based on the quoted market interest rate of the latest loan (more than 1 year /5 years) of the working day prior to the loan lending date. (plus/minus) (N basis points); 3. If the loan term determined at the time of lending is more than 5 years, the execution interest rate of the loan shall be based on the quoted market interest rate of the latest loan term more than 5 years on the working day prior to the loan lending date, (plus/minus) (N basis points). The loan execution interest rate shall be adjusted on a (monthly/quarterly/annual) basis, and the interest rate adjustment date shall (the first day of the next month/the first day of the next quarter/the first day of the next year).
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(五) (固定利率/浮动利率),采用分段执行差异利率的方式 。若为固定利率，执行利率保持不变，不跟随贷款市场报价利率调整；若为浮动利率，执行利率按(月/季/年)调整，利率调整日为贷款市场报价利率调整后(次月1日/次季首日/次年首日)。
(fixed interest rate/floating interest rate), the method of implementing differential interest rate in sections shall be adopted :. If it is a fixed interest rate, the execution interest rate will remain unchanged and will not be adjusted according to the quoted interest rate in the loan market; If it is a floating interest rate, the execution interest rate shall be adjusted (month/quarter/year), and the interest rate adjustment date shall be after the adjustment of the quoted interest rate in the loan market (the first day of the next month/the first day of the next quarter/the first day of the next year).
如本合同采用浮动利率，在合同约定的利率调整日，执行利率按利率调整日的前一工作日的最近一期相应期限品种贷款市场报价利率，及合同约定的加减点数调整。当贷款本金逾期后，执行利率不跟随贷款市场报价利率调整。
If this contract adopts a floating interest rate, on the interest rate adjustment date agreed in the contract, the execution interest rate shall be adjusted according to the quoted interest rate of the latest loan market of the corresponding term of the working day prior to the interest rate adjustment date, and the plus or minus points agreed in the contract. When the loan principal is overdue, the execution interest rate will not be adjusted to follow the quoted interest rate in the loan market.
本合同签订日的前一工作日的最近一期1年期贷款市场报价利率为3.0%,最近 一期5年期以上贷款市场报价利率为3.5%。
The quoted interest rate in the market of the latest 1-year loan is 3.0% on the working day prior to the signing date of this Contract, and the quoted interest rate in the market of the latest 5-year loan is 3.5%.
本合同约定的1个基点等于0.01个百分点。
One basis point agreed herein is equal to 0.01 percentage point.
除特别约定外，本项约定中“日”指自然日。
Unless otherwise agreed, “day” in this agreement means a natural day.
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如本合同采用自主定价贷款模式，贷款利率按《贷款利率定价补充协议》执行。
If the contract adopts the self-pricing loan mode, the loan interest rate shall be implemented in accordance with the Supplementary Agreement on Loan Interest Rate Pricing.
本合同项下贷款利息及罚息、复利金额均含增值税；但如按国家税务部门规定， 本合同项下贷款免征增值税，则贷款利息及罚息、复利金额不含增值税。
The amount of loan interest, penalty interest and compound interest under this contract includes VAT; However, if the loan hereunder is exempted from VAT according to the regulations of the national tax authority, the amount of loan interest, penalty interest and compound interest shall not include VAT.
五、借贷双方约定按以下第(一)种方式还本付息：
The borrower and the lender agree to repay the principal and interest in the following manner (1) :
(一)按月(月/季/年)还息(包括罚息、复利),到期还本。还息日为每月/ 季末月/年末月的21日。如借款本金的最后一次偿还日不在还息日，则未付利息应利 随本清。
(1) Repay interest (including penalty interest and compound interest) on a monthly (monthly/quarterly/year) basis and repay principal when due. The interest repayment date is the 21st of each month/quarter end/year-end month. If the last repayment date of the principal of the loan is not the interest repayment date, the unpaid interest shall be settled with the principal.
( 二 ) 按 (月/季)分期还款，还款日为每月或每季末月的21日。借贷双方约定按以下第 种方式还款，计算公式如下：
(2) Repayment shall be made in (monthly/quarterly) instalments, and the repayment date shall be the 21st day of each month or the end of each quarter. The borrower and the lender agree to repay the loan in the following way, and the calculation formula is as follows:
1. 等额本息还款法Equal principal and interest repayment method：
每期还款金额=(借款本金*期利率*(1+期利率)借款期数/((1+期利率)借款期数-1）
Repayment amount per term =(loan principal * term interest rate *(1+ term interest rate) Number of loan terms /((1+ term interest rate) number of loan terms -1)
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2. 等额本金还款法Equal principal repayment method：
每期还款额=(借款本金/借款期数)+((借款本金-累计已归还本金额)*期利率)
Repayment amount per period =(loan principal/number of loan periods)+((loan principal - accumulated principal amount repaid)* interest rate for the period)
(三)按 (月/季/年)还息(包括罚息、复利),分期还本。还息日为每月/ 季末月/年末月的21日。本金分期还款计划约定如下：
Repayment of interest (including penalty interest and compound interest) on (monthly/quarterly/annual basis) and repayment of principal in installments. The interest repayment date is the 21st of each month/quarter end/year-end month. The principal installment repayment plan is agreed as follows:
| 还款日期Repayment Date |
还款金额（小写） Repayment amount (in lowercase) | ||
| 年year |
月 Month |
日 day | |
组合还款方式，即可采用上述(一)(二)(三)等作为不同贷款期间的还 款方式。各期间段还款方式如下： 。(4)Combined repayment methods, the above (1), (2) and (3) may be adopted as repayment methods for different loan periods. The repayment method for each period is as follows:
其他还款方式：
。(5) Other repayment methods: .
六、提前还款时利率不变。
Interest rate remains unchanged in case of prepayment.
第九条 贷后资金监管
Article 9 Supervision of post-loan funds
借款人须设立专门资金回笼账户，账号： [•], 开户行：[•]，并按贷款人要求提供该账户资金往来 情况。借款人以本合同贷款从事经营活动的资金往来应通过上述账户结算。
The borrower shall set up a special fund recovery account, account number: 9050712010010000028641, opening bank: Pucheng County Rural Credit Cooperative Suburban Credit Cooperative, and provide the fund flow of this account as required by the lender. The borrower’s capital transactions for business activities with the loan hereunder shall be settled through the above account.
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第十条 违约责任
Article 10 Liability for breach of contract
本合同生效后，任何一方违约，应承担相应的法律责任，并赔偿对方的经济损失。
After this Contract becomes effective, if either party breaches the contract, it shall bear corresponding legal liabilities and compensate the other party for economic losses.
一、借款人、共同借款人未按合同约定使用借款，从其挪用之日起贷款人有权按实际 挪用使用天数对被挪用的借款在本合同载明的贷款利率水平上加收100%计收挪用贷款罚 息。
If the Borrower or the co-borrower fails to use the loan as agreed in the contract, the lender has the right to charge 100% penalty interest on the misappropriated loan at the loan interest rate specified in the Contract according to the actual days of misappropriation from the date of misappropriation.
二、借款人、共同借款人未按合同约定偿还借款，自借款逾期之日起贷款人有权按实际逾期天数对逾期的借款在本合同载明的贷款利率水平上加收50%计收逾期贷款罚息。
If the Borrower or the co-borrower fails to repay the loan as agreed herein, the lender shall have the right to charge 50% additional overdue loan penalty interest on the overdue loan according to the actual overdue days from the date of overdue loan.
三、借款人、共同借款人未按时支付的利息(包括贷款到期前及贷款到期后的利息、挪用贷款罚息、逾期贷款罚息)按逾期贷款罚息利率计收复利。
Interest not paid on time by the Borrower and the co-borrower (including interest before and after the maturity of the loan, penalty interest for misappropriation of the loan and penalty interest for overdue loan) shall be compounded at the penalty interest rate for overdue loan.
四 、同一借款既逾期又未按合同约定用途使用的，罚息利率按较高者计算。
If the same loan is neither overdue nor used for the purpose agreed in the contract, the penalty interest rate shall be calculated at the higher rate.
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五、借款人、共同借款人提前偿还贷款本金，贷款人有权收取违约金，违约金计算规则为 。对小微企业不收取本项违约金。
If the Borrower and the co-borrower repay the loan principal in advance, the Lender shall have the right to charge liquidated damages, which shall be calculated as follows. Small and micro enterprises will not be charged liquidated damages for this item.
第十一条其他约定
Article 11 Other provisions
一、本合同项下贷款担保见《保证合同》。
I. The loan guarantee under this Contract is set out in the “Guarantee” Contract.
第十二条 共同借款人
Article 12 Joint borrowers
共同借款人自愿与借款人共同承担本合同项下债务及贷款人为实现债权产生的 所有费用等还款责任，并承诺履行本合同约定的借款人应承担的所有义务和责任。贷 款人有权要求任一共同借款人履行本合同项下的全部债务并承担相关费用。
The Joint Borrower voluntarily and jointly assumes with the Borrower the repayment liabilities of the debts hereunder and all expenses incurred by the Lender to realize the creditor’s rights, and undertakes to perform all the obligations and responsibilities that the Borrower shall assume as agreed herein. The Lender shall have the right to require any of the joint borrowers to perform all the obligations under this Contract and bear the relevant expenses.
第十三条 争议解决方式
Article 13 Means of dispute resolution
本合同履行中如有争议，可由双方协商解决，也可按以下第 ( 一 )种方式解决：
Any dispute arising from the performance of this Contract shall be settled by both parties through negotiation or in the following manner (1) :
一 、诉讼。 Litigation.
由贷款人住所地、具体办理贷款的网点所在地、合同签约地或有管辖权的人民法院管辖。
It shall be under the jurisdiction of the place where the lender has his domicile, the location of the specific branch handling the loan, the place where the contract is signed or the people’s court with jurisdiction.
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二 、仲裁。提交 (仲裁机构全称)按其仲裁规则进行仲裁。
Arbitration. To submit (full name of the arbitration institution) for arbitration in accordance with its arbitration rules.
各方同意贷款人有权将合同当事人信息提供给第三方调解组织用于调解目的，或在立案前由前述管辖法院先行委派或组织调解(依法不适宜调解的除外)。
The parties agree that the Lender has the right to provide the information of the parties to the contract to a third party mediation organization for mediation purposes, or to be appointed or organized by the aforementioned competent court before filing the case (except where mediation is not appropriate according to law).
各方同意人民法院或仲裁等机构或组织可以通过线上调解、线上立案、线上送达、线上举证质证、线上开庭、线上宣判等方式审理争议。
The parties agree that the people’s court, arbitration and other institutions or organizations may try disputes through online mediation, online case filing, online service, online evidence cross-examination, online court hearing, online sentencing and other means.
诉讼或仲裁期间，本合同不涉及争议的条款仍须履行。
During the litigation or arbitration, the provisions of this contract not involved in the dispute shall still be performed.
各方当事人因履行本合同产生争议的，可拨打福建农信客户服务热线96336或福建省银行业保险业消费者权益保护服务中心统一服务专线968133。
In case of any dispute arising from the performance of this Contract, the parties may call Fujian Rural Credit Customer Service hotline 96336 or Fujian Banking and Insurance Consumer Rights Protection Service Center unified service line 968133.
本合同适用中华人民共和国(不含港澳台)法律。
This contract shall be governed by the laws of the People’s Republic of China (excluding Hong Kong, Macao and Taiwan).
第十四条 本合同自借贷双方签名或盖章之日起生效。本合同一式 份，借款人、 共同借款人(若有)、各执壹份，贷款人执壹份，具有同等法律效力。
Article 14 This Contract shall come into force upon being signed or sealed by both parties. This Contract is made in duplicate, with one held by the Borrower, the co-borrower (if any) and one held by the Lender, each of which shall have the same legal effect.
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★★签 约 重 要 内 容 确 认
Please confirm the details of the signed contract.
一、借款人、共同借款人清楚地知悉贷款人的经营范围、授权权限。
The Borrower and the co-borrower are clearly aware of the business scope and authorization authority of the Lender.
借款人、共同借款人已阅读本合同所有条款，贷款人已对本合同所有条款进 行详尽说明，并着重就合同中的黑体字部分向借款人做了特别的说明和解释。借款人、共同借款人对合同的全部条款及法律后果已全面充分理解且均无疑义，并对有关权利义务和责任限制或免除条款的法律含义有准确无误的理解，对所有条款的法律后果已全面充分理解。The Borrower and the Co-Borrowers have read all the terms of this Contract, and the Lender has given a detailed explanation of all the terms of this Contract, and has made special explanations and explanations to the Borrower with emphasis on the bold words in this Contract. The Borrower and the co-Borrower have fully and undoubtedly understood all the terms and legal consequences of the Contract, and have accurately and accurately understood the legal meaning of the relevant terms of limitation or exemption of rights, obligations and liabilities, and have fully and fully understood the legal consequences of all terms.
三、借款人、共同借款人保证具有独立或经合法授权签署和履行本合同的民事权 利能力和民事行为能力，否则应赔偿贷款人的全部损失。
The Borrower and the co-Borrower warrant that they have the capacity for civil rights and civil conduct to sign and perform this Contract independently or legally authorized, failing which, they shall compensate the Lender for all losses incurred.
四 、借款人、共同借款人承诺贷款资金不得用于从事股本权益性投资，不得用于 借款人股东分红，不得用于购买股票、有价证券、期货、理财产品等金融产品或金融衍生品，不得用于购买房产，不得用于借贷牟取非法收入，不得用于监管机构禁止银 行贷款进入或支持的领域，不得用于其他违反国家法律、政策规定的领域。
The loan funds promised by the Borrower and the co-borrower shall not be used for equity investment, dividends to the shareholders of the Borrower, purchase of stocks, securities, futures, financial products and other financial products or financial derivatives, purchase of real estate, or seek illegal income through borrowing. It shall not be used in the fields prohibited by the regulatory authorities from entering or supporting the bank’s loans, and shall not be used in other fields that violate the provisions of national laws and policies.
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借款人（盖章）： Borrower (seal) :
法定代表人：陈小华 Legal representative: Chen Xiaohua
授权代理人： Authorized Agent: |
共同借款人（盖章）： Joint borrowers (seal) : |
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贷款人（盖章）： Lender (seal) :
法定代表人：黄森亮 Legal representative: Huang Senliang
授权代理人： Authorized Agent: |
签约时间：2025年8月29日
Signing time: August 29, 2025
签约地点：浦城县农村信用合作联社城郊信用社
Signing place: Pucheng County Rural Credit Cooperative Union Suburban Credit Cooperative
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Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Zengqiang Lin, certify that:
I have reviewed this report on Form 10-Q of Hongchang International Co., Ltd;
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 circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15I and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
| a) | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Dated: November 13, 2025 | By: | /s/ Zengqiang Lin |
| Name: | Zengqiang Lin | |
| Title: | Director, Chief Executive Officer, and President (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Zengqiang Lin, certify that:
I have reviewed this report on Form 10-Q of Hongchang International Co., Ltd;
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 circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15I and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
| a) | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Dated: November 13, 2025 | By: | /s/ Zengqiang Lin |
| Name: | Zengqiang Lin | |
| Title: | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned hereby certifies, in his capacity as an officer of Hongchang International Co., Ltd (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
| (1) | The Quarterly Report of the Company on Form 10-Q for the quarter ended September 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Dated: November 13, 2025 | By: | /s/ Zengqiang Lin |
| Name: | Zengqiang Lin | |
| Title: |
Director, Chief Executive Officer, and President (Principal Executive Officer) |
The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of a separate disclosure document.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned hereby certifies, in his capacity as an officer of Hongchang International Co., Ltd (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
| (1) | The Quarterly Report of the Company on Form 10-Q for the quarter ended September 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Dated: November 13, 2025 | By: | /s/ Zengqiang Lin |
| Name: | Zengqiang Lin | |
| Title: |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of a separate disclosure document.