Hongchang International Co., Ltd 10-Q for FY2026 Q3
Hongchang International Co., Ltd (HCIL)
About this 10-Q
Hongchang International Co., Ltd filed this 10-Q on February 13, 2026, covering the quarter ended December 31, 2025 (FY2026 Q3).
Headline figures
Quarter ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $4.02M
- up 8560.2% from $46.39K a year earlier
- Net income
- $304.27K
- compared with a net loss of $309.4K 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 February 11, 2026,
TABLE OF CONTENTS
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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 | ||||||||
| December 31, 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 | ||||||||
| Deferred tax assets | ||||||||
| Other non-current assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Long-term loans-current portion | ||||||||
| Short-term loan | ||||||||
| 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 | ||||||||
| Retained earnings (Accumulated deficit) | ( | ) | ||||||
| Accumulated other comprehensive income (loss) | ( | ) | ||||||
| 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 nine months ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| US$ | US$ | US$ | US$ | |||||||||||||
| Revenue | ||||||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||||||
| Sales and marketing expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Intangible asset impairment charge | ( | ) | ( | ) | ||||||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating income (loss) | ( | ) | ( | ) | ||||||||||||
| Interest (expense) income | ( | ) | ( | ) | ||||||||||||
| 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 (loss) attributable to non-controlling interest | ( | ) | ||||||||||||||
| Comprehensive income (loss) attributable to Hongchang International Co., Ltd’s stockholders | ( | ) | ( | ) | ||||||||||||
| Earnings (Losses) 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 | Retained Earnings (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 | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Appropriation of statutory reserve | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance as of April 1, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||||||||||
| Balance as of December 31, 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 nine months ended December 31, | ||||||||
| 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 | ||||||||
| Intangible asset impairment charge | ||||||||
| Gain (Loss) on disposal of subsidiary | ( | ) | ||||||
| Deferred tax benefit | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Amount due from a related party | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Advances to suppliers | ( | ) | ||||||
| Other receivables | ( | ) | ( | ) | ||||
| Other current assets | ||||||||
| Other non-current assets | ( | ) | ||||||
| Accounts payable | ||||||||
| Deferred offering cost | ( | ) | ||||||
| Accrued expenses and other payables | ( | ) | ||||||
| Advance from customers | ||||||||
| Deferred subsidies | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Prepayment for acquisition of businesses | ( | ) | ||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Cash disposed on disposal of a subsidiary | ( | ) | ||||||
| Repayments from a third party | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from long term loans | ||||||||
| Repayments of long-term payables | ( | ) | ||||||
| Repayments to related parties | ( | ) | ( | ) | ||||
| Proceeds from loans from related parties | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes | ( | ) | ||||||
| Net increase (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 | ||||||||
| Cash paid for income tax | ||||||||
| Interest capitalized | ||||||||
| Accrued but unpaid interest capitalized in construction-in-progress | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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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 | ||||||||
| December 31, 2025 | March 31, 2025 | |||||||
| US$: RMB exchange rate | ||||||||
For the nine months ended December 31 | ||||||||
| 2025 | 2024 | |||||||
| US$: 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 December 31, 2025 were as follows:
| As of December 31 | ||||
| 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.
| 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 nine months ended December 31, 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 nine
months ended December 31, 2025 and 2024 was US$ and 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 December 31, 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.
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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 nine months ended December 31, | ||||||||
| 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 nine months ended December 31, 2025 and 2024 is disclosed in the table below:
For the nine months ended December 31, | ||||||||
| 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 December 31, 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 nine months ended December 31, 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 nine months ended December 31, 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 nine months ended December 31, 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,
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 December 31, 2025, two
major clients accounted for
As of March 31, 2025, one
major client accounted for
For the nine months ended
December 31, 2025, one major client accounted for
For the nine months ended
December 31, 2024, two major clients accounted for
As of December 31, 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.
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.
16
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 (unaudited) | As of March 31, 2025 | |||||||
| US$ | US$ | |||||||
| Accounts receivable | ||||||||
As of December 31, 2025 and March 31, 2025, the Company had allowance for expected credit losses for accounts receivable.
4. OTHER RECEIVALBES
Other receivables consisted of the following:
As of December 31, 2025 (unaudited) | As of March 31, 2025 | |||||||
| US$ | US$ | |||||||
| Advanced construction payment | ||||||||
| Receivables from disposal of equity-method investments | ||||||||
| Advances to employees | ||||||||
| Others | ||||||||
Other receivables include short-term advances to employees for business purposes. These advances are unsecured, non-interest bearing, and are expected to be settled within one year.
For the nine months ended December 31, 2025 and 2024, the Company had allowance for expected credit losses for other receivable.
17
5. OTHER CURRENT ASSETS
Other current assets consisted of the following:
As of December 31, 2025 (unaudited) | As of March 31, 2025 | |||||||
| US$ | US$ | |||||||
| VAT recoverable | ||||||||
| Prepaid Expenses | ||||||||
6. PROPERTY AND EQUIPMENT, NET
Property and equipment consisted of the following:
As of December 31, 2025 (unaudited) | 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.
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 December 31, 2025, the
buildings with a carrying value of US$
As of December 31, 2025, the
buildings with a carrying value of US$
18
7. CONSTRUCTION-IN-PROGRESS
Construction-in-progress consisted of the following:
As of December 31, 2025 (unaudited) | 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 December 31, 2025 (unaudited) | 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 December 31, 2025 (unaudited) | 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 December 31, 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 December 31, 2025 (unaudited) | 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 December 31, 2025 (unaudited) | 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
20
12. ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities consisted of the following:
As of December 31, 2025 (unaudited) | As of March 31, 2025 | |||||||
| US$ | US$ | |||||||
| Payroll and welfare payables | ||||||||
| Value-added tax and other taxes payable | ||||||||
| Others | ||||||||
13. SHORT-TERM LOANS
Short-term loans represent the amounts due to various banks lasting in one year. The outstanding balances on short-term loans as of December 31, 2025 and March 31, 2025 consisted of the following:
| As of December 31, 2025 Balance | As of March 31, 2025 | Maturity | Effective Interest | |||||||||||||
| Creditors | (unaudited) | Balance | Date | Rate | Collateral/Guarantee | |||||||||||
| US$ | US$ | |||||||||||||||
| Bank of China Limited Nanping Pucheng Sub-branch | % | |||||||||||||||
| Total | ||||||||||||||||
On October 31, 2025, Pucheng
Green Health Food entered into a loan contract with Bank of China Limited Nanping Pucheng Sub-branch, pursuant to which it borrowed RMB
21
14. 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 December 31, 2025 | As of March 31, 2025 | Maturity | Effective Interest | |||||||||||||||
| Creditors | (unaudited) | 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 nine months ended
December 31, 2025, the Company repaid approximately US$
22
The future maturities of long-term loans from Fujian Fuqing Huitong Rural Commercial Bank Co., Ltd. are as follows:
| For the years ending March 31, | Principal | |||
| Remainder of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| $ | ||||
| less: current portion | $ | |||
| Non-current portion | $ | |||
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
15. 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,
23
16. 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 nine months ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Income tax expense | ||||||||
| Deferred income tax benefit | ( | ) | ( | ) | ||||
| Total income tax expense (benefit) | ( | ) | ||||||
The Company had an income
tax expense of US$
24
Below is a reconciliation of the statutory tax rate to the effective tax rate:
| For the nine months ended December 31, | ||||||||
| 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 | ||||||||
| December 31, 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 | ||||||||
17. 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 |
25
| (b) |
| For the nine months ended | ||||||||
| December 31, | ||||||||
| 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 | ||||||||
| (c) |
As of 2025 | As of March 31, 2025 | |||||||
| US$ | US$ | |||||||
| Amounts due to related parties: | ||||||||
| -Zhenzhu Lin– current portion | ||||||||
| -Zengqiang Lin | ||||||||
| -Zengqiang Lin – current portion | ||||||||
26
All balances with the related parties as of December 31, 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 December 31, 2025, the carrying value of the buildings was US$
18. COMMITMENTS AND CONTINGENCIES
As of December 31, 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$
19. SUBSEQUENT EVENTS
Management has reviewed the Group’s operations for potential disclosure or financial statement impacts related to events occurring after December 31, 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 December 31, 2025 that warranted adjustment to or disclosure in these unaudited condensed consolidated financial statement.
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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 December 31, 2025 Compared to Three Months Ended December 31, 2024
The following chart provides a summary of our results of operations for the three months ended December 31, 2025 and 2024:
| For the three months ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | 4,017,635 | $ | 46,392 | ||||
| Cost of revenue | (3,298,793 | ) | (15,655 | ) | ||||
| Gross profit | 718,842 | 30,737 | ||||||
| Total operating expenses | (378,132 | ) | (237,398 | ) | ||||
| Income (loss) from operations | 340,710 | (206,661 | ) | |||||
| Total other expenses | (13,227 | ) | (113,464 | ) | ||||
| Income (loss) before income taxes | 327,483 | (320,125 | ) | |||||
| Income tax (expense) benefit | (23,214 | ) | 10,723 | |||||
| Net income (loss) | $ | 304,269 | $ | (309,402 | ) | |||
| Basic net income (loss) per share | $ | 0.0006 | $ | (0.0006 | ) | |||
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 December 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| US$ | % | US$ | % | |||||||||||||
| Product sales – Meat products | 3,602,132 | 90 | 46,392 | 100 | ||||||||||||
| Services – Rental services | 415,503 | 10 | - | - | ||||||||||||
| Total | 4,017,635 | 100 | 46,392 | 100 | ||||||||||||
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Our PRC subsidiaries generated revenue of US$4,017,635 for the three months ended December 31, 2025, as compared to US$46,392 for the same period of 2024. The increase of 8,560% for the three months ended December 31, 2025 was mainly because: (i) meat product sales revenue of US$3,602,132 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$3,298,793 for the three months ended December 31, 2025, which is a 20,972% increase as compared to US$15,655 for the same period of 2024, due to the sales increase of Pucheng Green Health Food and rental cost of buildings in Hongchang Food Industrial Park. The following table sets forth the breakdown of our cost of revenue by category, both in absolute amount and as a percentage of the cost of revenue, for the periods indicated:
| For the three months ended December 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| US$ | % | US$ | % | |||||||||||||
| Product sales – Meat products | 3,076,082 | 93 | 15,655 | 100 | ||||||||||||
| Services – Rental services | 222,711 | 7 | - | - | ||||||||||||
| Total | 3,298,793 | 100 | 15,655 | 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$718,842 and gross profit of US$30,737 for the three months ended December 31, 2025 and 2024, which represented gross margin of 18% and 66%, respectively. The following table sets forth our gross profit/loss by category for the periods indicated:
| For the three months ended December 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| US$ | % | US$ | % | |||||||||||||
| Product sales – Meat products | 526,050 | 73 | 30,737 | 100 | ||||||||||||
| Services – Rental services | 192,792 | 27 | - | - | ||||||||||||
| Total | 718,842 | 100 | 30,737 | 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$1,257 and US$nil for the three months ended December 31, 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$376,875 for the three months ended December 31, 2025, as compared to US$234,561 in the same period of 2024. The increase in management expenses was mainly due to the agency fees (approximately US$270,289) occurred in the fourth quarter in 2025.
Income tax expenses
We incurred income tax expenses of US$23,214 for the three months ended December 31, 2025, and incurred income tax benefits of US$10,723 in the same period of 2024.
Net income (loss)
As a result of the foregoing, we reported net income of US$304,269 for the three months ended December 31, 2025 and a net loss of US$309,402 for the same period of 2024.
Discussion and Analysis of Nine Months Ended December 31, 2025 Compared to Nine Months Ended December 31, 2024
The following chart provides a summary of our results of operations for the nine months ended December 31, 2025 and 2024:
| For the nine months ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | 11,332,476 | $ | 2,848,898 | ||||
| Cost of revenue | (9,392,782 | ) | (2,666,993 | ) | ||||
| Gross profit | 1,939,694 | 181,905 | ||||||
| Total operating expenses | (809,359 | ) | (462,922 | ) | ||||
| Income (loss) from operations | 1,130,335 | (281,017 | ) | |||||
| Total other expenses | (32,036 | ) | (111,684 | ) | ||||
| Income (loss) before income taxes | 1,098,299 | (392,701 | ) | |||||
| Income tax (expense) benefit | (95,841 | ) | 16,877 | |||||
| Net income (loss) | $ | 1,002,458 | $ | (375,824 | ) | |||
| Basic net earning (loss) per share | $ | 0.0019 | $ | (0.0007 | ) | |||
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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 nine months ended December 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| US$ | % | US$ | % | |||||||||||||
| Product sales – Meat products | 10,104,462 | 89 | 2,848,898 | 100 | ||||||||||||
| Services – Rental services | 1,228,014 | 11 | - | - | ||||||||||||
| Total | 11,332,476 | 100 | 2,848,898 | 100 | ||||||||||||
The PRC subsidiaries generated revenue of US$11,332,476 for the nine months ended December 31, 2025, as compared to US$2,848,898 for the same period of 2024. The increase of 298% for the nine months ended December 31, 2025 was mainly because of: (i) meat product sales revenue of US$10,104,462 from a new subsidiary, Pucheng Green Health Food and (ii) rental revenue from the lease contracts of Phrase I of Hongchang Food Industrial Park.
Cost of revenue
Cost of revenue for meat products and sale and installation of support infrastructure for Hongchang Food Industrial Park represents costs and expenses directly attributable to the manufacture of our products and facilities sold and delivered, which primarily comprises of costs of (1) materials, components, and parts; (2) production overhead, including mainly packaging and testing costs, amortization and depreciation of intangible assets, production equipment, and utilities; (3) direct labor, including cost to our production staff and outsourced production workers, and (4) outsourcing production costs.
Cost of rental service primarily consists depreciation expenses.
sales increase of Pucheng Green Health Food and rental cost of buildings in Hongchang Food Industrial Park. The following table sets forth the breakdown of our cost of revenue by category, both in absolute amount and as a percentage of the cost of revenue, for the periods indicated:
| For the nine months ended December 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| US$ | % | US$ | % | |||||||||||||
| Product sales – Meat products | 8,743,153 | 93 | 2,666,993 | 100 | ||||||||||||
| Services – Rental services | 649,629 | 7 | - | - | ||||||||||||
| Total | 9,392,782 | 100 | 2,666,993 | 100 | ||||||||||||
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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.
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$1,939,694 and gross profit of US$181,905 for the nine months ended December 31, 2025 and 2024, which represented gross margin of 17% and 6%, respectively. The following table sets forth our gross profit/loss by category for the periods indicated:
| For the nine months ended December 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| US$ | % | US$ | % | |||||||||||||
| Product sales – Meat products | 1,361,309 | 70 | 181,905 | 100 | ||||||||||||
| Services – Rental services | 578,385 | 30 | - | - | ||||||||||||
| Total | 1,939,694 | 100 | 181,905 | 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$3,862 and US$1,508 for the nine months ended December 31, 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$805,497 for the nine months ended December 31, 2025, as compared to US$458,577 in the same period of 2024. The increase in management expenses was mainly due to the agency fees (approximately US$527,950) occurred in 2025.
Income tax expenses
We incurred income tax expenses of US$95,841 for the nine months ended December 31, 2025, and incurred income tax benefits of US$16,877 in the same period of 2024.
Net income (loss)
As a result of the foregoing, we reported net income of US$1,002,458 for the nine months ended December 31, 2025, and a net loss of US$375,824 for the same period of 2024.
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Liquidity and Capital Resources
The following chart provides a summary of our key balance sheet items as of December 31, 2025 and March 31, 2025, and should be read in conjunction with the financial statements, and notes thereto, included with this report.
| As of December 31, 2025 | As of March 31, 2025 | |||||||
| Cash and cash equivalents | $ | 551,778 | $ | 493,201 | ||||
| Restricted cash | $ | 225,959 | $ | 217,700 | ||||
| Accounts receivable | $ | 5,850,090 | $ | 2,278,878 | ||||
| Other receivables | $ | 915,613 | $ | 74,693 | ||||
| Other current assets | $ | 587,387 | $ | 653,616 | ||||
| Total current assets | $ | 8,180,363 | $ | 3,929,683 | ||||
| Construction-in-progress | $ | 18,166,029 | $ | 16,832,470 | ||||
| Land use rights, net | $ | 4,079,607 | $ | 3,998,567 | ||||
| Total assets | $ | 65,883,202 | $ | 59,538,093 | ||||
| Accounts payable-construction in progress | $ | 15,803 | $ | 13,639 | ||||
| Total current liabilities | $ | 9,679,701 | $ | 6,447,590 | ||||
| Long-term loans | $ | 6,866,971 | $ | 6,556,390 | ||||
| Amounts due to a related party | $ | 3,645,518 | $ | 3,513,737 | ||||
| Total non-current liabilities | $ | 12,498,807 | $ | 12,013,264 | ||||
| Total liabilities | $ | 22,178,508 | $ | 18,460,854 | ||||
| Total stockholders’ (deficit) equity | $ | 43,704,694 | $ | 41,077,239 | ||||
As of December 31, 2025, we had US$777,737 in cash, compared to US$710,901 as of March 31, 2025. The increase in cash was mainly due to (i) loans from banks in 2025 and (ii) loans from related parties.
As of December 31, 2025, our construction in progress balance amounted to approximately US$18,166,029, 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 December 31, 2025
As of December 31, 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$4,004,417 and US$3,859,662 as of December 31, 2025 and March 31, 2025, respectively. The Company expected to pay off all the balances within one to three years.
Off Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of December 31, 2025 and March 31, 2025.
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Cash Flows
The following table sets forth a summary of our cash flows for the periods presented:
| For the nine months ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| Net cash used in operating activities | $ | (641,298 | ) | $ | (426,080 | ) | ||
| Net cash used in investing activities | $ | (856,928 | ) | $ | (5,379,882 | ) | ||
| Net cash provided by financing activities | $ | 1,541,027 | $ | 5,151,875 | ||||
| Effect of foreign exchange on cash | $ | 24,035 | $ | (389 | ) | |||
| Net increase (decrease) in cash | $ | 66,836 | $ | (654,476 | ) | |||
| Cash and restricted cash at the beginning of the period | $ | 710,901 | $ | 895,074 | ||||
| Cash and restricted cash at the end of the period | $ | 777,737 | $ | 240,598 | ||||
Operating activities
Net cash used in operating activities for the nine months ended December 31, 2025 was US$641,298, which primarily reflected our net income of US$1,002,458, as mainly adjusted for amortization of US$584,459, and adjustment for changes in working capital, primarily consisting of (i) an increase in accounts payable of US$1,396,004, (ii) a decrease in advances to suppliers of US$177,798, and (iii) a decrease in other current assets of US$88,205, offset by (i) an increase in accounts receivable of US$3,405,886, (ii) an increase in other receivable of US$302,078, and (iii) an increase in deferred offering cost of US$201,988.
Net cash used in operating activities for the nine months ended December 31, 2024 was US$426,080, which primarily reflected our net loss of US$375,824, as mainly adjusted for amortization of US$68,447, and adjustment for changes in working capital, primarily consisting of a decrease in other current assets of US$190,612, offset by (i) a decrease in accrued expenses and other payables of US$172,266, and (ii) an increase in accounts receivable of US$52,484.
Investing activities
Net cash used in investing activities for the nine months ended December 31, 2025 was US$856,928, mainly attributable to purchases of property and equipment. Net cash used in investing activities for the nine months ended December 31, 2024 was US$5,379,882, mainly attributable to purchases of property and equipment.
Financing activities
Net cash provided by financing activities for the nine months ended December 31, 2025 was US$1,541,027, primarily due to loans from related parties and banks.
Net cash provided by financing activities for the nine months ended December 31, 2024 was US$5,151,875, primarily due to loans from related parties and banks.
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.
34
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.
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.
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.
35
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 December 31, 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. |
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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: February 13, 2026 | 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) | |
40
Exhibit 10.1
Working Capital Loan Agreement
Number: 2025 SME Nanren Loan No. 352
Borrower: Pucheng Green Health Food Co., Ltd.
Unified Social Credit Code: 91350722761768161P
Legal Representative/Person in Charge: Xiangying Lei
Registered Address: Jiqiu Village, Liantang Town, Pucheng County, Nanping City, Fujian Province (Business Premises: No. 16, Malianhe East Road, Pucheng County)
Postal Code: 353400
Bank Account Information: Bank of China Pucheng Sub-branch / [●]
Telephone: [●] Fax: //
Email: //
Lender: Bank of China Nanping Pucheng Sub-branch
Legal Representative/Head: Zhengjie Qian
Registered Address: Shop D172, No. 369 Nanpu North Road, Pucheng County
Postal Code: 353400
Telephone: 0599-2889057 Fax: 0599-289058
The Borrower and the Lender, having negotiated on an equal footing, hereby enter into this Agreement concerning the Lender’s provision of a working capital loan to the Borrower.
This Agreement constitutes a specific agreement under the Credit Facility Agreement No. 2025 SME Nanren Shouzi 352 executed between Pucheng Green Health Food Co., Ltd. and Bank of China Limited Nanping Pucheng Sub-branch.
Article 1 Loan Amount
Loan Currency: Renminbi.
Loan Amount: (In Words) Six Million Yuan；
(In Figures) ¥6,000,000.00.
Article 2 Loan Term
Loan Term: 12 months, commencing from the date of actual disbursement; if disbursed in installments, commencing from the date of the first actual disbursement.
The Borrower shall strictly adhere to the agreed disbursement schedule. Should the actual disbursement date occur later than the agreed disbursement date, the Borrower shall still repay the loan in accordance with the repayment schedule stipulated in this Contract.
Article 3 Purpose of Loan
Purpose of Loan: Procurement of raw materials.
Without the lender’s written consent, the borrower shall not alter the loan purpose, including but not limited to the following prohibited uses: purchasing real estate or repaying housing mortgage loans; distributing shareholder dividends; investing in financial assets, fixed assets, equity, or similar instruments; engaging in any field or activity prohibited by laws, regulations, or national policies; transferring the loan to others or using it for arbitrage by purchasing other financial products; misappropriating the funds to artificially inflate fiscal revenue; illegally increasing local government implicit debt; or any other purpose prohibited for bank loan usage.
Article 4 Loan Interest Rate and Interest Calculation and Settlement
The Lender shall explicitly notify the Borrower of the annualized interest rate for the loan under this Contract through the “Notice of Annualized Interest Rate for the Loan” attached hereto. If the annualized interest rate for the loan under this Contract is calculated solely based on the loan interest rate specified in Paragraph 1 of this Article, the aforementioned “Notice of Annualized Interest Rate for the Loan” shall not apply.
1. Loan Interest Rate
The loan interest rate (annualized rate; simple interest for RMB loans; simple interest/simple-compound interest combination for foreign currency loans (select one)) shall be one of the following method (2) .
(1) Fixed Rate: Annual rate of // % . The contractual rate remains unchanged throughout the loan term.
(2) Floating Rate: The floating period commences on the actual drawdown date (or the first actual drawdown date if drawn down in installments), with a 12-month cycle for repricing. The repricing date shall be the first day of the next floating cycle, i.e., the corresponding date of the calculation date in the month of repricing. If no corresponding date exists in that month, the last day of the month shall apply. If the floating cycle is daily, the repricing date shall be the corresponding date of the next floating cycle.
For each drawdown:
☒ Floating interest rate for CNY loans
A. Initial Interest Rate (applicable from the actual drawdown date to the end of the initial floating period): The interest rate shall be the latest Loan Prime Rate (LPR) for ☒ 1 year / ☐ over 5 years (choose one) published by the National Interbank Funding Center as of the business day immediately preceding the actual drawdown date, ☐ plus / ☐ minus (choose one) 0 basis points.
B. Repricing: On the repricing date, the interest rates for this and all other drawdowns shall be repriced uniformly. The new applicable interest rate for the subsequent floating period shall be the latest Loan Prime Rate (LPR) for ☒ 1 year / ☐ over 5 years (choose one) published by the National Interbank Funding Center as of the business day immediately preceding the repricing date, ☒ plus / ☐ minus (choose one) 0 basis points.
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2. Interest Calculation
(1) For the fixed rate specified in Clause 1(1), the floating rate for CNY loans specified in Clause 1(2), and Items A and C of the floating rate for foreign currency loans specified in Clause 1(2):
Interest shall be calculated from the actual drawdown date, based on the actual drawdown amount and the number of days the funds are utilized.
The calculation formula for interest is: Interest = Principal × Actual Days × Daily Interest Rate.
The daily interest rate calculation basis is a year of 360 days. The conversion formula is: Daily Interest Rate = Annual Interest Rate / 360.
(2) For Item B of the floating rate for foreign currency loans specified in Clause 1(2):
Interest shall be calculated from the actual drawdown date, based on the actual drawdown amount and the number of days the funds are utilized.
☐ Simple Interest Calculation: For both the portion calculated based on the pricing benchmark and the portion calculated based on the spread, interest shall be calculated using the simple interest method.
☐ Combined Simple and Compound Interest Calculation: For the portion calculated based on the pricing benchmark, the interest for each business day shall be calculated as: (Loan Principal + Total Outstanding Interest of This Portion Accumulated up to the Previous Day) × Applicable Benchmark Daily Interest Rate for That Day. For non-business days, the simple interest method shall still apply. For the portion calculated based on the spread, interest shall be calculated using the simple interest method.
Daily Interest Rate Calculation Basis: The daily interest rate is calculated on the basis of a 360-day year. The conversion formula is: Daily Interest Rate = Annual Interest Rate / 360.
The aforementioned Business Day refers to a business day in the locality of the administrative body for the pricing benchmark of the respective currency.
3. Interest Payment Method
The Borrower shall pay interest according to the following method (1):
(1) Quarterly Payment: Interest is settled quarterly. The settlement date is the 20th day of the last month of each quarter, and the payment date is the 21st day of the same month.
(2) Monthly Payment: Interest is settled monthly. The settlement date is the 20th day of each month, and the payment date is the 21st day of the same month.
If the final repayment date for the loan principal does not fall on an interest payment date, then the final repayment date for the loan principal shall be deemed the interest payment date, and the Borrower shall pay all accrued interest due.
4. Default Interest
(1) For any overdue loan amount or any amount used in a manner not conforming to the agreed purpose of the loan, default interest shall be charged on the overdue or misused portion from the date of default or misuse at the default interest rate specified in this clause until the principal and interest are fully repaid.
For loan amounts that are both overdue and misused, default interest shall be charged at the higher applicable default interest rate.
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(2) For any interest (including default interest) that the Borrower fails to pay when due, compound interest shall be calculated based on the interest payment method specified in Clause 3 of this Article at the default interest rate specified in this clause.
(3) Default Interest Rate
Default Interest Rate for CNY Loans:
☒ Default Interest Rate for Floating Rate Loans:
A. The default interest rate shall float according to the floating cycle specified in Clause 1 of this Article from the date of default or misuse. The repricing date for default interest shall be the date corresponding to the date of default or misuse in the repricing month. If there is no corresponding date in that month, the last day of the month shall be the repricing date for default interest.
B. The default interest rate for overdue loans shall be the Default Interest Base Rate determined in Item C below plus 50%. The default interest rate for misused loans shall be the Default Interest Base Rate determined in Item C below plus 50%.
C. The Default Interest Base Rate during the first floating period shall be the actual loan interest rate in effect at the time of default or misuse. Upon completion of each full floating period, the Default Interest Base Rate for the next floating period shall be repriced on the repricing date according to the method specified in Clause 1 of this Article.
5. Other Provisions
(1) The “Loan Interest Rate” and “Default Interest Rate” under this Contract are tax-inclusive rates, meaning the interest charged by the Lender to the Borrower already includes the value-added tax payable in accordance with national laws and regulations.
(2) In the event of a significant change to the floating rate pricing benchmark under this Contract, the matter shall be handled in accordance with the market rules then in effect. If the Lender requests the Borrower to sign a supplementary contract regarding related matters at that time, the Borrower shall cooperate.
(3) The term “Pricing Benchmark” as used in this Article has the same meaning as the term “Benchmark Interest Rate”.
(4) The following terms under this Contract have the meanings specified: “Term SOFR” refers to Term SOFR published and administered by CME Group Benchmark Administration Ltd. (or its successor administrator).“TIBOR” refers to TIBOR (Tokyo Interbank Offered Rate) published and administered by the Japanese Bankers Association (or its successor administrator).“EURIBOR” refers to EURIBOR (Euro Interbank Offered Rate) published and administered by the European Money Markets Institute (or its successor administrator).“Overnight SOFR” refers to the SOFR (Secured Overnight Financing Rate) published and administered by the Federal Reserve Bank of New York (or its successor administrator).“Overnight SONIA” refers to SONIA (Sterling Overnight Index Average) published and administered by the Bank of England (or its successor administrator).“Overnight TONA” refers to TONA (Tokyo Overnight Average Rate) published and administered by the Bank of Japan (or its successor administrator).“Overnight ESTR” refers to ESTR (Euro Short-Term Rate) published and administered by the European Central Bank (or its successor administrator).“Overnight SARON” refers to SARON (Swiss Average Rate Overnight) published and administered by SIX Swiss Exchange (or its successor administrator).
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Article 5 Conditions for Drawdown
The Borrower must satisfy the following conditions to make a drawdown:
1. This Contract and its annexes have come into effect.
2. The Borrower has provided guarantees as required by the Lender, and the guarantee contract(s) have become effective and completed all necessary legal approval, registration, or filing procedures.
3. The Borrower has provided the Lender with samples of documents, instruments, seals, personnel lists, and signatures related to the execution and performance of this Contract, and has completed all required forms.
4. The Borrower has opened all accounts necessary for the performance of this Contract as required by the Lender.
5. The Borrower has submitted a written drawdown application and relevant supporting documents for the loan purpose to the Lender 3 banking business days prior to the intended drawdown date and completed the related drawdown procedures.
6. The Borrower has submitted to the Lender the resolutions and powers of attorney from its board of directors or other authorized bodies approving the execution and performance of this Contract.
7. Other conditions for drawdown stipulated by laws or agreed upon by both parties.
If the above conditions for drawdown are not satisfied, the Lender has the right to refuse the Borrower’s drawdown application, unless the Lender agrees otherwise.
Article 6 Drawdown Timing and Method
1. The Borrower shall draw down the loan according to the following timing and method (2):
(1) Draw down the entire loan amount in a single disbursement on [ ] year [ ] month [ ] day.
(2) Draw down the entire loan amount within 30 days starting from October 30, 2025.
(3) Draw down the loan in installments according to the following schedule:
| Drawdown Time | Drawdown Amount |
| // | // |
2. For any portion not drawn down within the aforementioned time limit, the Lender has the right to refuse the Borrower’s drawdown application.
Article 7 Disbursement of Loan Funds
1. Loan Disbursement Account
The Borrower has opened the following account with the Lender as the loan disbursement account. The disbursement and payment of the loan shall be processed through this account.
Account Name: Pucheng Green Health Food Co., Ltd.
Account Number: [●]
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2. Method for Disbursement of Loan Funds
(1) The method for disbursement of loan funds shall be executed in accordance with laws, regulations, supervisory provisions, and the terms of this Contract. The disbursement method for the funds of a single drawdown shall be confirmed in the Drawdown Application. If the Lender deems the disbursement method selected in the Drawdown Application non-compliant with requirements, the Lender has the right to change the disbursement method or to halt the disbursement and payment of the loan funds.
(2) Lender’s Entrusted Payment: This refers to the method where the Lender, based on the Borrower’s drawdown application and payment instruction, pays the loan funds directly to the Borrower’s transaction counterparty that aligns with the purpose stipulated in this Contract. In accordance with the relevant regulations of the National Financial Regulatory Administration and the Lender’s internal management rules, the Lender’s Entrusted Payment method shall be applied for the disbursement of loan funds under any of the following circumstances:
A. A new credit business relationship is established between the Lender and the Borrower, and the Borrower’s credit rating does not meet the Lender’s internal requirements;
B. At the time of the drawdown application, the payment recipient is clearly specified (with a specific account and account name) and the single payment amount to a single transaction counterparty exceeds RMB 10 million (excluding; for foreign currency, converted at the exchange rate on the actual drawdown date);
C. Other circumstances stipulated by the Lender or agreed upon with the Borrower: //
(3) Borrower’s Independent Payment: This refers to the method where the Lender disburses the loan funds into the Borrower’s account based on the Borrower’s drawdown application, after which the Borrower independently pays the funds to its transaction counterparty that aligns with the purpose stipulated in the Contract. Except for the circumstances specified in the preceding paragraph which require the use of the Lender’s Entrusted Payment method, the disbursement method for other loan funds shall be the Borrower’s Independent Payment.
(4) Change of Payment Method. After submitting the Drawdown Application, if conditions such as the Borrower’s external payments or credit rating change, and for loan funds under Independent Payment that subsequently meet the conditions stipulated in Clause 2(2) of this Article, the loan fund payment method shall be changed. If changes occur in the payment amount, payment recipient, loan purpose, etc., under a changed payment method or under the Entrusted Payment method, the Borrower shall provide the Lender with a written application explaining the changes and resubmit the Drawdown Application and relevant transaction documents proving the fund usage.
3. Specific Requirements for Entrusted Payment of Loan Funds
(1) Payment Instruction. For cases meeting the conditions for Lender’s Entrusted Payment, the Borrower’s Drawdown Application must contain a clear payment instruction, i.e., authorizing and entrusting the Lender to directly pay the loan funds to the account of the transaction counterparty designated by the Borrower and conforming to the purpose stipulated in this Contract, after the loan funds are transferred into the designated Borrower’s account. Necessary payment information such as the name of the receiving transaction counterparty, the transaction counterparty’s account, and the payment amount shall be provided.
(2) Provision of Transaction Documents. For cases meeting the conditions for Lender’s Entrusted Payment, the Borrower shall provide the Lender with its disbursement account information, transaction counterparty account information, payment amount, and supporting documents proving that the current drawdown complies with the loan purpose stipulated in the Contract each time a drawdown is made. The Borrower guarantees that all materials provided to the Lender are true, complete, and valid. The Lender shall not bear any responsibility if its entrusted payment obligation is not fulfilled timely due to untrue, inaccurate, or incomplete relevant transaction documents provided by the Borrower, and the Borrower’s repayment obligations already incurred under this Contract shall not be affected.
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(3) Fulfillment of Lender’s Entrusted Payment Obligation
A. For Lender’s Entrusted Payment, after the Borrower submits the payment instruction and relevant transaction documents, and upon the Lender’s review and approval, the loan funds will be paid from the Borrower’s account to the Borrower’s transaction counterparty.
B. If the Lender’s review finds that the purpose supporting documents or other relevant transaction materials provided by the Borrower do not conform to the terms of this Contract or have other defects, the Lender has the right to require the Borrower to supplement, replace, explain, or resubmit relevant materials. The Lender has the right to refuse the disbursement and payment of the relevant funds until the Borrower submits transaction materials deemed qualified by the Lender.
C. If a refund is issued by the transaction counterparty’s account opening bank, resulting in the Lender’s inability to promptly pay the loan funds to the Borrower’s transaction counterparty as per the Borrower’s payment instruction, the Lender shall not bear any responsibility, and the Borrower’s repayment obligations already incurred under this Contract shall not be affected. The Borrower hereby authorizes the Lender to freeze any funds refunded by the transaction counterparty’s account opening bank. In such a case, the Borrower shall resubmit the payment instruction, purpose supporting documents, and other relevant transaction materials.
(4) The Borrower shall not circumvent the Lender’s Entrusted Payment requirement by splitting payments into smaller amounts.
4. After the disbursement of loan funds, the Borrower shall promptly provide records and documentation of the use of the loan funds as required by the Lender. The aforementioned materials to be provided include but are not limited to: // .
5. Upon the occurrence of any of the following circumstances, the Lender has the right to re-determine the conditions for loan disbursement and payment, change the loan payment method, or stop or suspend the disbursement and payment of loan funds:
(1) A significant deterioration in operational and financial conditions;
(2) A decline in the Borrower’s creditworthiness or weak profitability of its main business;
(3) Abnormal usage of loan funds or circumvention of entrusted payment;
(4) The Borrower fails to promptly provide records and documentation of loan fund usage as required by the Lender;
(5) The Borrower violates the payment provisions for loan funds stipulated in this Article;
(6) Any other material breach of the Contract.
Article 8 Repayment
1. The Borrower’s fund returns shall be deposited into the following account. The Borrower shall promptly provide information on the inflows and outflows of this account. The Lender has the right to require the Borrower to explain large or abnormal fund inflows and outflows in the fund return account and to supervise this account. The Lender has the right to require the Borrower to sign a separate account management agreement regarding the management of the fund return account.
Account Name: Pucheng Green Health Food Co., Ltd.
Account Number: [●]
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2. Unless otherwise agreed by both parties, the Borrower shall repay the loan under this Contract according to the following repayment method (1):
(1) Repay the entire loan amount under this Contract on the loan maturity date.
(2) Repay the loan under this Contract according to the following repayment schedule:
| Repayment Time | Repayment Amount |
| // | // |
(3) Other repayment plan: .
If the Borrower needs to change the above repayment plan, it must submit a written application to the Lender 30 banking business days prior to the corresponding loan due date. Any change to the repayment plan requires mutual written confirmation by both parties.
3. Unless otherwise agreed by both parties, if the Borrower defaults on both loan principal and interest as well as expenses for realizing creditor’s rights, the Lender has the right to determine the order in which repayments are applied to principal, interest, or expenses for realizing creditor’s rights. In the case of installment repayments, if multiple loans under this Contract are due or overdue, the Lender has the right to determine the allocation order for any repayment made by the Borrower. If there are multiple overdue loan contracts between the Borrower and the Lender, the Lender has the right to determine the sequence in which each repayment fulfills obligations under the various contracts.
4. Unless otherwise agreed by both parties, the Borrower may repay the loan in advance, but must provide written notice to the Lender 10 banking business days in advance. Any prepayment amount shall first be applied to repay the loan with the latest maturity date, following a reverse chronological order of maturity.
For loans calculated using the combined simple and compound interest method, if early repayment or partial early repayment is involved, the interest corresponding to the prepaid principal must be settled in full at once.
5. The Borrower shall make repayments using the following method (choose one):
(1) No later than 1 banking business day before each principal and interest payment is due, the Borrower shall deposit sufficient funds into the following repayment account to cover the repayment. The Lender has the right to actively debit this account for collection on each principal and interest due date.
Repayment Account Name: Pucheng Green Health Food Co., Ltd.
Account Number: [●]
(2) Other repayment methods agreed upon by both parties: // .
Article 9 Guarantee
1. The method of guarantee for the obligations under this Contract is as follows:
(1) This Contract constitutes a principal contract under the Maximum Amount Guarantee Contract (Contract No. 2025 SME Nanren Zuibao Zi No. 352) executed between the guarantor(s) Lin Zengqiang, Zhuang Jiangyan and the Lender, who provide maximum amount guarantee.
(2) This Contract constitutes a principal contract under the Maximum Amount Guarantee Contract (Contract No. 2025 SME Nanren Zuibao Zi No. 352-1) executed between the guarantor Fuqing Hongchang Food Co., Ltd. and the Lender, who provides maximum amount guarantee.
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(3) This Contract constitutes a principal contract under the Maximum Amount Mortgage Contract (Contract No. 2025 SME Nanren Zuidi Zi No. 352) executed between the guarantor Pucheng Green Health Food Co., Ltd.and the Lender, who provides maximum amount guarantee.
2. If the Borrower or any guarantor experiences an event that the Lender deems may affect their ability to perform their obligations, or if a guarantee contract becomes invalid, revoked, or terminated, or if the financial condition of the Borrower or any guarantor deteriorates, or if they become involved in significant litigation or arbitration, or if the accounts of the Borrower or any guarantor are frozen, or if for any other reason their ability to perform obligations may be affected, or if any guarantor defaults under the guarantee contract or any other contract with the Lender, or if the collateral depreciates, is damaged, lost, or frozen, resulting in a reduction or loss of its guarantee value, the Lender has the right to require, and the Borrower has the obligation to provide, new guarantees, replace guarantors, etc., to secure the obligations under this Contract.
Article 10 Invoice Issuance
1. After the Lender confirms receipt of payment, the Borrower may apply to the Lender for the issuance of a Value-Added Tax (VAT) invoice (□ VAT special invoice / □ VAT ordinary invoice). The Lender shall issue the VAT invoice to the Borrower after receiving the Borrower’s application for invoice issuance.
2. The Borrower may apply for the VAT invoice at the relevant business handling institution or other institutions designated by the Lender.
3. The Borrower must confirm that the payer, the contracting party under this Contract, and the buyer listed on the VAT invoice are the same taxable entity. If they are inconsistent, any resulting inability of the Borrower to account for the invoice or to legally claim input VAT credit shall be solely borne by the Borrower.
4. If the Borrower loses the invoice after obtaining it, the Lender is not obligated to reissue the VAT invoice to the Borrower.
5. If, through negotiation, the Lender provides a discount to the Borrower, the amount on the VAT invoice shall be based on the post-discount price.
6. If the Lender provides services to the Borrower free of charge, the Lender will not provide a VAT invoice.
7. When the Lender issues a VAT invoice to the Borrower, the Borrower shall promptly verify the invoice information. If there is an error in the invoice information, the Borrower shall promptly apply to the Lender for reissuance of the VAT invoice.
Article 11 Representations and Undertakings
1. The Borrower represents and warrants as follows:
(1) The Borrower has been duly registered and legally established by the market supervision and administration department or competent authority, and possesses the full civil capacity for rights and capacity for conduct required for the execution and performance of this Contract.
(2) The execution and performance of this Contract are based on the genuine intention of the Borrower, and the Borrower has obtained lawful and valid authorization in accordance with the requirements of its articles of association or other internal governance documents. Such execution and performance will not violate any agreement, contract, or other legal instrument binding on the Borrower. The Borrower has obtained, or will obtain, all necessary approvals, permits, filings, or registrations required for the execution and performance of this Contract.
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(3) All documents, financial statements, vouchers, and other materials provided by the Borrower to the Lender under this Contract are true, complete, accurate, and valid.
(4) The transaction background for the business applied by the Borrower with the Lender is genuine and lawful, does not involve illegal purposes such as money laundering, terrorist financing, financing of proliferation of weapons of mass destruction, tax evasion, or fraud, and does not violate the sanctions regulations of the United Nations, China, or other applicable jurisdictions.
(5) The Borrower has not concealed from the Lender any events that may affect its own or any guarantor’s financial condition or ability to perform their obligations.
(6) The Borrower and the loan project meet national environmental protection standards. They are not enterprises or projects identified and published by relevant national departments as having prominent energy consumption or pollution issues with inadequate rectification, and there are no energy consumption or pollution risks.
(7) The purpose of the loan and the source of repayment are genuine and lawful.
(8) Other matters declared by the Borrower: //
2. The Borrower undertakes as follows:
(1) To periodically or promptly submit its financial statements (including but not limited to annual, quarterly, and monthly reports) and other relevant materials to the Lender as required by the Lender; the Borrower shall ensure it continuously meets the following financial indicator requirements: // ;
(2) If the Borrower has entered into or will enter into a counter-guarantee agreement or similar agreement with any guarantor under this Contract regarding their guarantee obligations, such agreement shall not prejudice any rights of the Lender under this Contract;
(3) To cooperate with the Lender in loan payment management and post-loan management, accept the Lender’s credit inspections and supervision, and provide sufficient assistance and cooperation; if Borrower’s Independent Payment applies, the Borrower shall accept and cooperate with the Lender’s inspections and supervision, through methods such as account analysis, voucher verification, and on-site investigation, regarding whether loan payments conform to the agreed purpose and whether there is any circumvention of entrusted payment by splitting payments. The Borrower shall periodically compile and report on the payment and usage of loan funds as required by the Lender, with the specific reporting schedule being: // ;
(4) Prior to the Borrower undergoing mergers, divisions, capital reduction, equity transfers, or engaging in major activities that may affect its debt repayment ability—such as outward investments, providing guarantees to third parties, substantially increasing debt financing, significant asset or creditor’s rights transfers—the Borrower must obtain the prior written consent of the Lender.
The Borrower shall promptly notify the Lender upon the occurrence of any of the following circumstances:
A. Changes to the Borrower’s or any guarantor’s articles of association, business scope, registered capital, or legal representative;
B. Changes in business operations such as engaging in any form of joint operation, establishing joint ventures or cooperation with foreign investors, contracting operations, restructuring, reorganization, or plans for listing;
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C. Involvement in significant litigation or arbitration cases, or the sealing, seizure, or supervision of property or collateral, or the creation of new security interests on the collateral;
D. Cessation of business, dissolution, liquidation, suspension of business for rectification, revocation, business license cancellation, or (application for) bankruptcy;
E. Shareholders, directors, or current senior management personnel are involved in major cases or economic disputes;
F. The Borrower defaults under any other contract;
G. Operational difficulties arise or financial conditions deteriorate;
H. Any other material adverse event affecting the Borrower’s debt repayment ability.
(5) The repayment of the Borrower’s debt to the Lender shall take priority over loans provided by the Borrower’s shareholders to the Borrower and shall not be subordinate to similar debts owed to other creditors;
(6) In the event that the after-tax net profit for a relevant fiscal year is zero or negative, or the after-tax profit is insufficient to cover accumulated losses from previous fiscal years, or if the pre-tax profit is not used to repay the principal, interest, and fees payable by the Borrower during that fiscal year or is insufficient to repay the next installment of principal, interest, and fees, the Borrower shall not distribute dividends or bonuses to its shareholders in any form;
(7) The Borrower shall not dispose of its own assets in a manner that reduces its debt repayment capacity. It undertakes that the total amount of its external guarantees shall not exceed 0.5 times its own net assets, and that the total amount of external guarantees and the amount of any single guarantee shall not exceed the limits stipulated in its articles of association;
(8) Except for uses conforming to the purpose stipulated in this Contract or with the Lender’s consent, the Borrower shall not transfer loan funds under this Contract to accounts under the same name or to accounts of affiliated parties. For any transfer to accounts under the same name or to accounts of affiliated parties, the Borrower shall provide corresponding supporting documentation;
(9)Regarding the loan under this Contract, the guarantee conditions, loan interest rate pricing, debt repayment order, and other loan terms provided by the Borrower to the Lender shall not be less favorable than those granted to any other financial institution now or in the future;
(10) The Lender has the right to demand early repayment of the loan based on the Borrower’s fund return situation;
(11)× The Borrower shall submit its environmental (climate), social, and governance (ESG) risk report to the Lender. The Borrower represents, warrants, and undertakes to strengthen the management of environmental (climate), social, and governance risks and promises to accept the Lender’s supervision. Any violation of the foregoing by the Borrower shall constitute or be deemed an event of default under this Contract, and the Lender may take default remedy measures as stipulated herein;
(12) Cooperate with the Lender in conducting due diligence work, cooperate in providing and updating information about the institution and its beneficial owners, and provide background information related to transactions;
(13) The Lender has the right, in accordance with laws and regulations, to participate in the Borrower’s major financing, asset sales, as well as activities such as mergers, divisions, shareholding system restructuring, and bankruptcy liquidation, to protect the Lender’s creditor rights;
(14) Promptly provide the Lender with complete, truthful, and valid materials.
(15) Other matters undertaken by the Borrower: //
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Article 12 Disclosure of Intra-Group Connected Transactions of the Borrower
Both parties agree that the following clause 1 shall apply:
1. The Borrower does not belong to a group client as determined by the Lender in accordance with the Risk Management Guidelines for Commercial Banks’ Credit Business to Group Clients(CBRC Order No. 4, 2010) (referred to as the “Guidelines”).
2. The Borrower belongs to a group client as determined by the Lender in accordance with the Guidelines. The Borrower shall promptly report to the Lender on connected transactions exceeding 10% of its net assets, including the connected relationship between the transacting parties, the transaction items and nature, the transaction amount or corresponding proportion, and the pricing policy (including transactions with no amount or only a nominal amount).
If the Borrower is in any of the following circumstances, the Lender has the right to unilaterally decide to stop disbursing any unused portion of the loan to the Borrower and to demand early repayment of part or all of the loan principal and interest: using false contracts with connected parties to obtain bank funds or credit through discounting or pledging receivables such as promissory notes or accounts receivable without actual trade background; significant mergers, acquisitions, or restructurings occur, which the Lender believes may affect loan security; intentionally evading bank creditor’s rights through connected transactions; other circumstances stipulated in Article 18 of the Guidelines.
Article 13 Events of Default and Handling
Any of the following matters shall constitute or be deemed an event of default by the Borrower under this Contract:
1. The Borrower fails to perform its payment and settlement obligations to the Lender as agreed in this Contract;
2. The Borrower fails to utilize the loan funds in the manner stipulated in this Contract or fails to use the obtained funds for the purposes agreed herein; or the Borrower uses the loan funds for loan transfers or arbitrage by purchasing other financial products; or the Borrower uses the loan funds to artificially inflate fiscal revenue; or the Borrower illegally increases local government implicit debt;
3. Any representation made by the Borrower in this Contract is untrue, or the Borrower fails to abide by its undertakings made herein;
4. Circumstances specified in Article 11, Clause 2(4) of this Contract occur, and the Lender deems that the financial condition or performance capability of the Borrower or any guarantor may be affected, and the Borrower fails to provide new guarantees or replace guarantors as stipulated in this Contract;
5. The Borrower’s creditworthiness deteriorates;
6. The Borrower’s financial indicators, such as profitability, debt repayment ability, operational capability, and cash flow, deteriorate, breach the constraints or other financial covenants agreed in this Contract;
7. The Borrower defaults under any other contract with the Lender or other institutions of Bank of China Limited;
8. Any guarantor breaches the guarantee contract, or defaults under any other contract with the Lender or other institutions of Bank of China Limited;
9. The Borrower ceases its business or undergoes dissolution, revocation, or bankruptcy;
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10. The Borrower is involved in or likely to be involved in significant economic disputes, litigation, or arbitration, or its assets are sealed, seized, or subject to compulsory enforcement, or it is lawfully investigated, prosecuted, or penalized by judicial, tax, industrial and commercial administrative authorities, which has affected or may affect the performance of its obligations under this Contract;
11. Abnormal changes occur to the Borrower’s major individual investors or key management personnel, or they go missing, or are lawfully investigated or have their personal freedom restricted by judicial authorities, which has affected or may affect the performance of the Borrower’s obligations under this Contract;
12. During the Lender’s annual review (i.e., each full year from the effective date of this Contract) of the Borrower’s financial condition and performance capability, circumstances are discovered that may affect the financial condition or performance capability of the Borrower or any guarantor;
13. Large or abnormal fund inflows or outflows occur in the designated fund return account, and the Borrower is unable to provide explanation materials acceptable to the Lender;
14. Significant delays in energy-saving project construction, serious defects in energy-saving technology and equipment, shutdown or production reduction of main facilities or equipment leading to a substantial drop in energy consumption load, actual energy savings significantly lower than forecasted, energy-saving proceeds failing to flow back to the designated account in a timely manner, the Borrower participating in private usurious lending, providing external guarantees or incurring new debts without the Lender’s consent, or a serious deterioration of key financial indicators;
15. The Borrower refuses to cooperate with the Lender in conducting due diligence, the Borrower or its transaction/transaction counterparty is suspected of money laundering, terrorist financing, nuclear weapons proliferation, violation of sanctions regulations, or other illegal or non-compliant acts, or the Borrower or any guarantor is listed on the sanctions lists of the United Nations, China, or other applicable jurisdictions;
16. The Borrower violates other terms of this Contract regarding the rights and obligations of the parties.
Upon the occurrence of an event of default specified in the preceding paragraph, the Borrower shall bear liability for breach of contract. The Lender has the right, depending on the specific circumstances, to take any one or more of the following measures separately or concurrently:
1. Demand that the Borrower and/or guarantor(s) rectify their default within a specified time limit;
2. Reduce in whole or in part, suspend, cancel, or terminate the credit line granted to the Borrower;
3. Suspend or terminate in whole or in part the processing of the Borrower’s business applications, such as drawdown requests, under this Contract or other contracts between the Borrower and the Lender; for loans not yet disbursed or trade financing not yet processed, suspend, cancel, or terminate their disbursement, payment, and processing in whole or in part;
4. Declare all or part of the outstanding loan/trade financing principal and interest and other payable amounts under this Contract or other contracts between the Borrower and the Lender immediately due and payable;
5. Adjust the loan interest rate under this Contract and/or impose default interest;
6. Adjust the loan payment method, such as changing from Borrower’s Independent Payment to Lender’s Entrusted Payment, lowering the threshold amount for entrusted payment, etc.;
7. Downgrade the risk classification of all credit assets under this Contract and other contracts between the Borrower and the Lender;
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8. Terminate or rescind this Contract, and wholly or partially terminate or rescind other contracts between the Borrower and the Lender;
9. Demand that the Borrower compensate the Lender for losses caused by its breach, including but not limited to litigation costs, attorney fees, notarization fees, enforcement costs, and other related expenses incurred in realizing creditor’s rights;
10. Set off funds in any account opened by the Borrower with the Lender or other institutions of Bank of China Limited to settle all or part of the Borrower’s debt to the Lender under this Contract. Any undated funds in the account shall be deemed due in advance. If the account currency differs from the Lender’s business valuation currency, conversion shall be based on the exchange rate applicable to the Lender at the time of setoff;
11. Exercise security interests;
12. Demand that the guarantor(s) fulfill their guarantee obligations;
13. Any other measures deemed necessary and feasible by the Lender.
Article 14 Reservation of Rights
If either party fails to exercise part or all of its rights under this Contract, or fails to demand that the other party perform or bear part or all of its obligations or liabilities, this shall not constitute a waiver of such rights or an exemption from such obligations or liabilities by that party.
Any forbearance, extension, or delay by one party in exercising its rights under this Contract shall not affect any of its rights under this Contract or laws and regulations, nor shall it be deemed a waiver of such rights.
Article 15 Amendment, Modification, and Termination
This Contract may be amended or modified in writing upon mutual agreement between the parties. Any such amendment or modification shall constitute an inseparable part of this Contract.
Unless otherwise provided by laws and regulations or agreed upon by the parties, this Contract shall not be terminated before all rights and obligations hereunder have been fully performed.
Unless otherwise provided by laws and regulations or agreed upon by the parties, the invalidity of any provision of this Contract shall not affect the legal validity of the other provisions.
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Article 16 Governing Law and Dispute Resolution
This Contract shall be governed by the laws of the People’s Republic of China (for the purpose of this Contract, excluding the laws of the Hong Kong Special Administrative Region, the Macao Special Administrative Region, and Taiwan).
Any disputes arising from or in connection with the conclusion, performance, or interpretation of this Contract after it comes into effect shall be resolved through negotiation between the parties. If negotiation fails, either party may resolve the dispute using the following method (2):
1. Arbitration. Submit the dispute to:
☐ China International Economic and Trade Arbitration Commission
☐ Beijing Arbitration Commission (Beijing International Arbitration Center)
☐ // Arbitration Commission
for arbitration in // (place of arbitration) in accordance with the Commission’s arbitration rules effective at the time of submitting the arbitration application. The arbitral award shall be final and binding upon all parties.
2. Litigation. The parties may agree to resolve the dispute through litigation before a Chinese court.
☒ Litigation. File a lawsuit with the People’s Court located in the domicile of the Lender or other institutions of Bank of China Limited that exercise rights and perform obligations under this Contract or separate agreements.
☐ File a lawsuit with the International Commercial Court of the Supreme People’s Court (for international commercial disputes involving an amount in dispute exceeding RMB 300 million).
☐ File a lawsuit with the People’s Court having jurisdiction.
During the dispute resolution period, if the dispute does not affect the performance of other provisions of this Contract, those other provisions shall continue to be performed.
Article 17 Annexes
The following annexes and other annexes jointly confirmed by the parties constitute an inseparable part of this Contract and have the same legal effect as this Contract.
1. Drawdown Application (Form);
2. Annualized Loan Interest Rate Notification Letter (Form);
3. …
Article 18 Other Provisions
1. The Borrower shall not assign any of its rights or obligations under this Contract to any third party without the prior written consent of the Lender.
2. If, due to business needs, the Lender must entrust other institutions of Bank of China Limited to perform the rights and obligations under this Contract, or transfer the loan business under this Contract to other institutions of Bank of China Limited for assumption and management, the Borrower hereby acknowledges and agrees. The other institutions of Bank of China Limited authorized by the Lender, or the institutions assuming the loan business under this Contract, shall have the right to exercise all rights under this Contract and the right to file lawsuits in their own name with the court, submit disputes to an arbitration institution, or apply for compulsory enforcement regarding disputes arising under this Contract.
3. Without prejudice to other provisions of this Contract, this Contract shall be legally binding on both parties and their respective lawful successors and assignees.
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4. Unless otherwise agreed, both parties designate the domiciles stated in this Contract as their communication and contact addresses, as well as their confirmed effective service addresses. The scope of application of the service addresses includes the service of various notices, contracts, and other documents during the performance of this Contract, as well as the service of relevant documents and legal instruments in the event of disputes arising from this Contract (including but not limited to all stages of legal proceedings such as arbitration, first-instance litigation after civil litigation procedures, jurisdictional objections and reconsiderations, second instance, retrial, remand for retrial, and enforcement; legal instruments include but are not limited to various notices, arbitral awards, judgments, rulings, and mediation agreements).
The Borrower agrees that the Lender, arbitration institutions, or courts may serve relevant documents and legal instruments to the Borrower via electronic service through the fax and email addresses listed for the Borrower in this Contract.
Where both a service address and an electronic service method are designated, service at the Borrower’s designated address and electronic service shall have equal legal effect. Where multiple methods are used to serve the same matter or legal document, all methods shall be effective, and the date of the first successful service shall be deemed the service date.
If there is any change to the aforementioned addresses or methods, the changing party shall notify the other party in writing of the changed address or method 5 working days in advance. During arbitration and civil litigation proceedings, either party shall notify the arbitration institution or court of any change in service address or method. If a party fails to fulfill its notification obligation as described above, the service address or method confirmed by it in this Contract shall still be deemed the effective service address or method.
If any legal instrument fails to be actually received by one party due to reasons such as inaccurate service address or method provided or confirmed by that party, failure to timely notify the other party and the court of a change in the service address or method in accordance with procedures after such change, or refusal by the designated recipient to accept service, then: For service by mail, the date the document is returned shall be deemed the service date. For direct service, the date the process server records the circumstances on the service receipt on the spot shall be deemed the service date. For service by electronic means, the date the document enters the system designated by the Borrower shall be deemed the service date.
The agreement in this clause regarding the service addresses for relevant documents and legal instruments constitutes an independent provision within this Contract confirming the effective service addresses. This clause shall remain valid even if this Contract is wholly or partially confirmed as invalid or rescinded.
5. The transactions under this Contract are conducted based on the respective independent interests of the parties. If, in accordance with relevant laws, regulations, and regulatory requirements, other parties to the transaction constitute the Lender’s connected parties or connected persons, all parties shall not seek to utilize such connections to affect the fairness of the transactions.
6. The headings and business names used in this Contract are for convenience of reference only and shall not be used in the interpretation of the content of the clauses or the rights and obligations of the parties.
7. If the loan currency under this Contract is Renminbi (CNY), the following clause shall apply:
The Borrower acknowledges and agrees that during the term of this Contract, if adjustments are made to interest rate-related laws, regulations, and relevant provisions, or to loan pricing self-regulatory agreements, the Loan Prime Rate (LPR), etc., resulting in the loan interest rate level (including fixed rates, floating rates, etc.) stipulated in this Contract being lower than the minimum limit of the latest permissible range allowed by interest rate policies or self-regulatory agreements (hereinafter referred to as the “Latest Permissible Range Minimum”), then the loan interest rate under this Contract (including the interest rate for newly drawn loans at the time of drawdown and the rate for existing loans after adjustment following LPR changes) shall be implemented at a rate not lower than the Latest Permissible Range Minimum interest rate (hereinafter referred to as the “Implementation Rate”). The specific Implementation Rate and its effective date shall be subject to the Lender’s notification.
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If the Borrower does not accept the aforementioned loan interest rate adjustment, the Borrower has the right to notify the Lender in writing within 10 working days after receiving the Lender’s notification to terminate this Contract early and settle the loan business. The arrangements after early termination shall be executed in accordance with laws, regulations, and the relevant provisions of this Contract. Prior to the early termination of this Contract, the loan interest rate under this Contract shall be implemented as notified by the Lender. If the Borrower chooses to continue performing this Contract or fails to notify the Lender of early termination beyond the specified period, it shall be deemed that the Borrower accepts the aforementioned loan interest rate adjustment. During the performance of the Contract, the Borrower may apply to the Lender for early repayment of all or part of the loan in accordance with the provisions of this Contract. Arrangements for early repayment shall be executed in accordance with the relevant provisions of this Contract. After early repayment, any outstanding loans shall still be subject to the provisions of the above clause.
8. In accordance with laws, regulations, and regulatory requirements, and in consideration of the Borrower’s application for credit business-related financial products or services from the Lender, the Borrower agrees and authorizes the Lender to collect, inquire, store, use, process, transmit, provide, and delete the following relevant information of the Borrower during the processes of due diligence, review and approval, business handling, financing disbursement, post-loan management, collateral registration and disposal, and delinquent debt collection for the relevant financial products and services, including:
(1) Relevant information of the Borrower in the Financial Credit Information Basic Database and other credit information databases established in accordance with the law.
(2) The Borrower’s industrial and commercial registration information, customs import and export information, tax information, invoice information, financial information, utility payment status and data, payroll information, communication fee payment information, POS acquiring data, internet credit information, payment and settlement information, collateral information, and other relevant information held by third-party institutions.
(3) The Borrower’s public security case-related information, information on involvement in litigation or arbitration, status of assets being sealed, seized, or subject to compulsory enforcement, court litigation judgments, arbitration awards, administrative penalties, social security contribution status, etc.
(4) Information generated or obtained by the Lender during the provision of financial products or services to the Borrower.
(5) For the avoidance of doubt, the relevant information does not include any information that can be obtained through public channels.
The Borrower agrees and authorizes the Lender to collect, inquire, store, use, process, transmit, provide, and delete the above information, specifically including:
(1) Inquiring about the Borrower’s relevant information through the Financial Credit Information Basic Database and other credit information databases established in accordance with the law.
(2) Providing information related to this Contract and other relevant information of the Borrower to the Financial Credit Information Basic Database and other credit information databases established in accordance with the law, for inquiry and use by duly qualified institutions or individuals in accordance with the law.
(3) Sharing the above relevant information internally among the members of the Lender’s group, to meet the needs of post-credit management and the unified credit management requirements for the Borrower under laws, regulations, and regulatory provisions.
(4) Providing the above relevant information to relevant third-party institutions as required for the handling of credit business, delinquent debt collection, assignment of creditor’s rights, post-credit management, etc.
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The validity period of this authorization shall last until the date all credit facilities of the Borrower within the Lender’s group are fully settled.
9. If a Drawdown Date or Repayment Date falls on a non-working day such as a weekend or statutory holiday, it shall be postponed to the first working day following the non-working day.
10. If the Lender is unable to perform this Contract or is unable to perform it as stipulated herein due to changes in laws, regulations, regulatory provisions, or requirements from regulatory authorities, the Lender has the right to terminate this Contract or to modify its performance in accordance with such changes or requirements. The Lender shall be exempt from liability if this Contract is terminated or modified due to such reasons, resulting in the Lender’s inability to perform or inability to perform as stipulated in this Contract.
11. The Borrower may inquire about and file complaints regarding this Contract and the business and fees under this Contract by contacting the Lender at the telephone number(s) listed in this Contract.
Article 19 Effectiveness of Contract
This Contract shall become effective from the date it is signed by the legal representative (person in charge) or their authorized signatory of both the borrower and the lender and affixed with their official seals.
| Borrower: Pucheng Green Health Food Co., Ltd. | ||
| Authorized Signatory: /s/ Xiangying Lei | ||
| Date: October 30, 2025 | ||
| Lender: Bank of China, Nanping Pucheng Sub-branch | ||
| Authorized Signatory: /s/ Zhengjie Qian | ||
| Date: October 30, 2025 |
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Annex: Notification Letter of Annualized Loan Interest Rate
Number:
To:// (Borrower)
1. Our Bank has entered into the Working Capital Loan Contract with your company, bearing the reference number // . Under the aforementioned contract, as the Lender, Our Bank provides a loan to your company with an annualized interest rate of//%. This annualized interest rate (☐ Simple Interest ☐ Combined Simple and Compound Interest (choose one)) includes:
(1) The loan interest calculated based on the loan interest rate stipulated in Article 4, Clause 1 of the aforementioned contract;
(2) Various types of fees directly related to the loan as stipulated in Article // of the aforementioned contract; (Delete if not applicable)
(3) Various types of fees directly related to the loan as stipulated in the // bearing the reference number // , separately signed between your company and Our Bank. (Delete if not applicable)
2. This Notification Letter serves as an annex to the aforementioned contract, constitutes an inseparable part thereof, and has the same legal effect as the aforementioned contract. Matters not stipulated herein shall be governed by the terms of the aforementioned contract.
| Lender: // | ||
| Authorized Signatory: // | ||
| Date: // Year // Month // Day |
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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: February 13, 2026 | 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: February 13, 2026 | 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 December 31, 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: February 13, 2026 | 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 December 31, 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: February 13, 2026 | 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.