UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report for the transition period from ____________to ____________

Commission file number: 001-42999

JM GROUP LIMITED

(Exact Name of Registrant as Specified in its Charter)

N/A

(Translation of Registrant’s Name into English)

British Virgin Islands

(Jurisdiction of Incorporation or Organization)

Unit 812, 8/F, Harbour Center Tower 1, 1 Hok Cheung Street, Hung Hom, Kowloon, Hong Kong

(Address of principal executive offices)

Mr. Chun Kwok Stanley Ting

Tel: +852 2770 2712

Email: stanley@justen-marks.com.hk Unit 812, 8/F, Harbour Center Tower 1, 1 Hok Cheung Street, Hung Hom, Kowloon, Hong Kong

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant

to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which<br>Registered
ordinary shares<br> $0.0000625 par value per share	JMG	NYSE American LLC

Securities registered or to be registered pursuant

to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation

pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

As of September 30, 2025, the number of ordinary shares issued and outstanding was 16,000,000. As of the date hereof, the issuer had 20,312,500 Ordinary Shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

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 past 90 days. Yes ☒ No ☐

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Emerging growth company	☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒	International Financial Reporting Standards as issued by the International Accounting Standards Board ☐	Other ☐
*	If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
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If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

INTRODUCTION		ii
PART I		1
ITEM 1.	IDENTITY<br> OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2.	OFFER<br> STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3.	KEY<br> INFORMATION	1
ITEM 4.	INFORMATION<br> ON THE COMPANY	35
ITEM 4A.	UNRESOLVED<br> STAFF COMMENTS	57
ITEM 5.	OPERATING<br> AND FINANCIAL REVIEW AND PROSPECTS	58
ITEM 6.	DIRECTORS,<br> SENIOR MANAGEMENT AND EMPLOYEES	83
ITEM 7.	MAJOR<br> SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	90
ITEM 8.	FINANCIAL<br> INFORMATION	93
ITEM 9.	THE<br> OFFER AND LISTING	94
ITEM 10.	ADDITIONAL<br> INFORMATION	95
ITEM 11.	QUANTITATIVE<br> AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	103
ITEM 12.	DESCRIPTION<br> OF SECURITIES OTHER THAN EQUITY SECURITIES	103
PART II		104
ITEM 13.	DEFAULTS,<br> DIVIDEND ARREARAGES AND DELINQUENCIES	104
ITEM 14.	MATERIAL<br> MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	104
ITEM 15.	CONTROLS<br> AND PROCEDURES	105
ITEM 16.	RESERVED	106
ITEM 16A.	AUDIT<br> COMMITTEE FINANCIAL EXPERT	106
ITEM 16B.	CODE<br> OF ETHICS	106
ITEM 16C.	PRINCIPAL<br> ACCOUNTANT FEES AND SERVICES	106
ITEM 16D.	EXEMPTIONS<br> FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	106
ITEM 16E.	PURCHASES<br> OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	106
ITEM 16F.	CHANGE<br> IN REGISTRANT’S CERTIFYING ACCOUNTANT	106
ITEM 16G.	CORPORATE<br> GOVERNANCE	107
ITEM 16H.	MINE<br> SAFETY DISCLOSURE	107
ITEM 16I.	DISCLOSURE<br> REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	107
ITEM 16J.	INSIDER<br> TRADING POLICIES	107
ITEM 16K	CYBERSECURITY	107
PART III		108
ITEM 17.	FINANCIAL<br> STATEMENTS	108
ITEM 18.	FINANCIAL<br> STATEMENTS	108
ITEM 19.	EXHIBITS	108
Index to Consolidated<br> Financial Statements		F-1

INTRODUCTION

Unless otherwise indicated, numerical figures included in this Annual Report on Form 20-F (the “Annual Report”) have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

For the sake of clarity, this Annual Report follows the Hong Kong naming convention of last name followed by first name, regardless of whether an individual’s name is Chinese or English. This Annual Report includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe these industry publications and third-party research, surveys and studies are reliable, you are cautioned not to give undue weight to this information.

●	“BVI” are to the “British Virgin Islands”;
●	“BVI Act” are to the BVI Business Companies Act (Law Revision 2020) (as amended);
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●	“China” or the “PRC” are to the People’s Republic of China;
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●	the “Company” or “JM Group” are to JM Group Limited, a BVI company;
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●	“F-1” are to the Company’s registration statement on Form F-1, as amended (File No. 333-289556) (“F-1”), filed with the SEC, which was declared effective by the SEC on December 9, 2025;
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●	“Final Prospectus” are to the final prospectus dated December 9, 2025 relating to the IPO was filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended;
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●	“Hong Kong” are to the Hong Kong Special Administrative Region of the People’s Republic of China for the purposes of this annual report only;
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●	“HKD” or “HK Dollar” are to the legal currency of Hong Kong;
●	“IPO” are to initial public offering of the Company;
●	“JM Manufacturing HK” are to JM Manufacturing (HK) Limited, a company incorporated under the laws of Hong Kong with limited liability;
●	“Mainland China” are to the mainland of the People’s Republic of China excluding Taiwan and the special administrative regions of Hong Kong and Macau for the purposes of this Annual Report only;
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●	“NYSE” are to the New York Stock Exchange;
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●	“NYSE American” are to the NYSE American Stock Exchange;
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●	“$,” “dollars,” “US$” or “U.S. dollars” are to the legal currency of the United States;
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●	“SEC” or “Commission” are to the U.S. Securities and Exchange Commission;
●	“shares” or “Ordinary Shares” are to the ordinary shares of JM Group Limited, par value $0.0000625 per share;
●	“U.S. GAAP” are to generally accepted accounting principles in the United States; and
●	“we”, or “us” in this Annual Report are to JM Group Limited, a BVI company and its subsidiary, JM Manufacturing (HK) Limited, a company incorporated under the laws of Hong Kong, unless the context otherwise indicates;

JM Group does not have any material operations of its own and JM Group is a holding company with operations conducted in Hong Kong through its Hong Kong subsidiary JM Manufacturing HK, using Hong Kong dollars, the currency of Hong Kong. JM Group’s reporting currency is Hong Kong dollars. This Annual Report contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Translations of amounts in the consolidated balance sheet, consolidated statements of income, consolidated statements of cash flows and the section titled “Compensation- Compensation of Executive Officers” from HKD into US$ as of and for the year ended September 30, 2025 are solely for the convenience of the reader and were calculated at the noon buying rate of US$1 = HKD7.7809, as published in H.10 statistical release of the United States Federal Reserve Board. No representation is made that the HKD amounts could have been, or could be, converted, realized or settled into US$ at such rate, or at any other rate; Translations of the relevant amount from HKD into US$ as of and for the year ended September 30, 2024 are solely for the convenience of the reader and were calculated at the noon buying rate of US$1 = HKD 7.8259, as published in H.10 statistical release of the United States Federal Reserve Board. No representation is made that the HKD amounts could have been, or could be, converted, realized or settled into US$ at such a rate, or at any other rate.

iii

FORWARD-LOOKING INFORMATION

This Annual Report contains forward-looking statements. These statements are made under the “safe harbor” provisions of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “may,” “intend,” “it is possible,” “subject to” and similar statements. Among other things, the sections titled “Item 3. Key Information—D. Risk Factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects” in this Annual Report, as well as our strategic and operational plans, contain forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements and are subject to change, and such changes may be material and may have a material and adverse effect on our financial condition and results of operations for one or more prior periods. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained, either expressly or impliedly, in any of the forward-looking statements in this Annual Report. All information provided in this Annual Report and in the exhibits is as of the date of this Annual Report, and we do not undertake any obligation to update any such information, except as required under applicable law.

Part I

Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not Applicable.

Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

Item 3. KEY INFORMATION

A. [Reserved]

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

SUMMARY OF RISK FACTORS

Investment in our securitiesinvolves a high degree of risk. You should carefully consider the risks described below together with all the other information includedin this Annual Report before making an investment decision. The risks and uncertainties described below represent our known material risksto our business. If any of the following risks occurs, our business, financial condition or results of operations could suffer. In thatcase, you may lose all or part of your investment.

Risks Related to Our Business. See “Item

Key Information — D. Risk Factors — Risks Related to Our Business” starting on page 5 of this Annual Report.

Risks and uncertainties related to our business and industry include, but are not limited to, the following:

●	Our business model of upfront payment for supplying manufacturers’ raw material costs results in our reliance on credit line, increasing our financing cost and restraining our business scale.
●	Tariffs, trade war and changes in U.S. trade<br>policies have and could continue to significantly reduce the volume of exporting our products into the United States, which may materially<br>reduce our profit margin and our sales in the United States.
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●	Changes in capital markets, merger and acquisition<br>activity, legal or regulatory requirements, general economic conditions and monetary or geopolitical disruptions, as well as other factors<br>beyond our control, could reduce demand for our products, in which case our revenues and profitability could decline.
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●	The industries we operate are highly competitive<br>and our inability to compete effectively may materially and adversely impact our business, results of operations and financial condition.
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●	Consumer interests change rapidly, and acceptance of our product offerings are influenced by factors outside out control and making it difficult to design and develop innovative products which are and will appeal to the targeted consumers of our customers.
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●	We have a substantial customer concentration,<br>with a limited number of customers accounting for a substantial portion of our revenues.
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●	We made a portion of our sales through a third-party<br>sales agent who also refers to customers to us.
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●	We are exposed to credit risk with our customers<br>and have incurred credit loss, which may adversely affect our financial condition, results of operations and cash flow.
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●	We have a limited number of major supplying manufacturers within no written supply contracts. A loss of any of these manufacturers could significantly negatively affect our business.
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●	We are subject to seasonality.
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●	Our business and sales are subject to the business<br>strategies of the brand owners.
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●	We cannot assure you that our products can meet consumer preferences and needs, and will continue to gain market acceptance and secure market share.
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●	We may be subject to intellectual property infringement<br>claims, which may be expensive to defend and may disrupt our business and operations.
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●	We need to comply with the laws and regulations<br>of the jurisdictions of our customers, including without limitation regulations on product safety and quality, failing which we could<br>be subject to investigations and penalties imposed by regulators and could also cause us to lose customers or otherwise harm our business.
●	Product liability claims could affect our sales<br>and results of operations adversely.
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●	JM Group’s principal shareholders have substantial influence over JM Group, and their interests may not be aligned with the interests of JM Group’s other shareholders.
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●	We may become involved in litigation that may<br>materially adversely affect us.
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●	If JM Group becomes directly subject to the recent<br>scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate<br>and resolve the matter, which could harm our business operations, stock price and reputation and could result in a loss of your investment<br>in JM Group’s stock, especially if such matter cannot be addressed and resolved favorably.
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●	Inflation and rising commodity prices could adversely<br>affect our business.
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Risks Related to Our Corporate Structure.

See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Corporate Structure” starting on page 19 of this Annual Report.

We are also subject to risks and uncertainties related to our corporate structure, including, but not limited to, the following:

●	JM Group faces additional risks and uncertainties related to any potential actions resulting from the trading halt of its securities from the NYSE and ongoing investigations conducted by the SEC and NYSE, or any other investigation or action.
●	JM Group may rely on dividends and other<br>distributions on equity paid by its subsidiary to fund any cash and financing requirements it may have, and any limitation on the ability<br>of JM Group’s subsidiary to make payments to it could have a material adverse effect on JM Group’s ability to conduct its<br>business.
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●	JM Group’s lack of effective internal<br> controls over financial reporting may affect its ability to accurately report its financial results or prevent fraud, which may<br> affect the market for and price of JM Group’s Ordinary Shares.
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●	If JM Group ceases to qualify as a foreign private<br>issuer, it would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic<br>issuers, and it would incur significant additional legal, accounting and other expenses that it would not incur as a foreign private issuer.
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●	JM Group is an “emerging growth company”<br>within the meaning of the Securities Act, and if JM Group takes advantage of certain exemptions from disclosure requirements available<br>to emerging growth companies, this could make it more difficult to compare JM Group’s performance with other public companies.
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Risks Related to Doing Business in Hong Kong.

See “Item 3. Key Information— D. Risk Factors — Risks Related to Doing Business in Hong Kong” starting on page 21 of this Annual Report.

All of our operations are in Hong Kong, so we face risks and uncertainties related to doing business in Hong Kong in general, including, but not limited to, the following:

●	All of JM Manufacturing HK’s operations<br>are in Hong Kong. However, due to the long arm provisions under the current laws and regulations of mainland China, the government<br>of mainland China may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence<br>our operations at any time, and may exert control over offerings conducted overseas and foreign investment in Hong Kong-based issuers,<br>which could result in a material change in our operations and/or the value of JM Group’s Ordinary Shares. The government of mainland<br>China may also intervene or impose restrictions on JM Group’s ability to move money out of Hong Kong to distribute earnings<br>and pay dividends or to reinvest in our business outside of Hong Kong. Changes in the policies, regulations, rules, and the enforcement<br>of laws of the government of mainland China may also be quick with little or no advance notice and our assertions and beliefs of the risk<br>imposed by the legal and regulatory system of mainland China cannot be certain.
●	The enactment of Law of the PRC on Safeguarding<br>National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact<br>our Hong Kong subsidiary.
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●	There are political risks associated with conducting<br>business in Hong Kong.
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●	Rules for cross-border provision and<br>examination of auditing records and other materials in connection with overseas securities issuance and listing was released and became<br>effective by the CSRC The government of mainland China may impose more stringent requirement for domestic Chinese companies to share business<br>and accounting records with foreign auditing firms and other securities service institutions, which could significantly limit or completely<br>hinder JM Group’s ability to continue to offer its Ordinary Shares to investors and could cause the value of JM Group’s Ordinary<br>Shares to significantly decline or become worthless.
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●	It may be difficult for overseas shareholders<br>and/or regulators to conduct investigations or collect evidence within Hong Kong.
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Risks Related to Our Ordinary Shares. See “Item

Key Information— D. Risk Factors — Risks Related to Our Ordinary Shares” starting on page 29 of this Annual Report.

In addition to the risks described above, we are subject to general risks and uncertainties related to our Ordinary Shares, including, but not limited to, the following:

●	Although the audit report included in this Annual<br>Report is prepared by U.S. auditors who are subject to PCAOB inspections on a regular basis, there is no guarantee that future audit<br>reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such<br>inspection.
●	The recent joint statement by the SEC and an<br>act passed by the U.S. Senate and the U.S. House of Representatives, all call for additional and more stringent criteria to<br>be applied to emerging market companies. These developments could add uncertainties to the IPO, business operations, share price and reputation.
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●	JM Group’s Ordinary Shares may be thinly<br>traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire<br>to liquidate your shares.
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●	JM Group does not intend to pay dividends for<br>the foreseeable future.
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●	JM Group may experience extreme stock price volatility<br>unrelated to its actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors<br>to assess the rapidly changing value of JM Group’s Ordinary Shares, and such volatility may subject JM Group to securities litigation.
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●	You may face difficulties in protecting your<br>interests, and your ability to protect your rights through U.S. courts may be limited, because JM Group is incorporated under British<br>Virgin Islands law.
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●	As a foreign private issuer, JM Group is permitted<br>to, and it will, rely on exemptions from certain NYSE corporate governance practices applicable to domestic U.S. issuers. This may<br>afford less protection to holders of our shares.
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●	If JM Group cannot continue to satisfy the continuous<br>listing requirements and other rules of NYSE American, although JM Group is exempt from certain corporate governance standards applicable<br>to US issuers as a Foreign Private Issuer, our securities may be delisted, which could negatively impact the price of JM Group’s<br>securities and your ability to sell them.
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●	JM Group’s pre-IPO shareholders<br>will be able to sell their shares after completion of the IPO subject to restrictions under Rule 144.
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RISK FACTORS

Risks Related to Our Business

We may not be able to raise additional funds

or it may only be available on terms unfavorable to us or our shareholders may result in our inability to fund our working capital requirements and harm our operational results.

We have incurred working capital deficiency and our future viability depends on ability to raise additional funds. In addition, we will need to raise additional funds to fund our operations and implement our growth strategy, or to respond to competitive pressures and/or perceived opportunities. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be adversely affected.

If we experience operating difficulties or other factors, many of which may be beyond our control, cause our revenues or cash flows from operations, if any, to decrease, we may be limited in our ability to spend the capital necessary to complete our development, marketing and growth programs. We require additional financing, in addition to the anticipated cash generated from our operations, to fund our working capital requirements. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In such a capital restricted situation, we may curtail our marketing, development, and operational activities or be forced to sell some of our assets on an untimely or unfavorable basis.

Our business model of upfront payment for

supplying manufacturers’ raw material costs results in our reliance on credit line, increase our financing cost and restrain our business scale.

We typically make upfront payment for raw materials, which benefits our control over raw material quality and avoids potential delay that supplying manufacturers could have encountered in financing raw materials procurement cost for bulk order. For example, to finance the upfront payment, on July 14, 2017, we entered into a factoring agreement with Standard Chartered Bank (the “SCB Revolving Facility”) to sell account receivables with total limits of HKD28,000,000, under which when we sell account receivable to Standard Chartered Bank, the bank prepays approximately 90% of accounts receivable to us. We are obliged to bear the default risk of the transferred accounts receivable and are liable for the losses incurred on any business dispute. As of September 30, 2025, we had a balance of factoring arrangements against HKD21,920,779 (US$2,817,255) of accounts receivable, respectively at interest rate arrange of 6.7%-7.3%. As of September 30, 2024, we had a balance of factoring arrangements against HKD22,675,250 (US$2,907,065) of accounts receivable, respectively at interest rate arrange of 7.3%-8.0%.

High interest rate of the SCB Resolving Facility can deteriorate our net margin and financing costs can put pressure on our available working capital that can be used for our operations. Further, our account receivables are sold at a discount to the lender and we are required to indemnify the lender from any loss, damages, cost, charges, interests or expenses arising from the accountable receivable or the SCB Resolving Facility, which puts further pressure on our cash flow. As of the date of this Annual Report, the unutilized credit under the SCB Resolving Facility is limited, which affects the cash available for us to finance the raw material upfront payment necessary to fulfill new orders from our customers. As a result, our business growth and scale are constrained by the cash available under our credit line.

Tariffs, trade war and changes in U.S. trade

policies have and could continue to significantly reduce the volume of exporting our products into the United States, which may materially reduce our profit margin and our sales in the United States.

We sell most of our products to the United States. Since 2017, the U.S. and China have been engaged in a trade dispute that has involved a number of actions against China (including Hong Kong) including the imposition of tariffs on Chinese imports. On February 1, 2025, President Trump issued executive orders imposing a 25% tariff on products imported from Canada and Mexico and a 10% tariff on products imported from China, effective February 4, 2025. An additional 10% increase in the China tariffs became effective March 4, 2025. On April 2, 2025, President Trump announced that the United States would impose a 10% tariff on all countries, effective on April 5, 2025, and individualized higher tariff rates on countries with which the United States has proportionately large trade deficits in goods, including, among others, a 34% additional tariff on goods imported from China that brings the total additional tariff rate levied on Chinese goods since 2025 to 54%. On April 4, 2025, the Chinese government announced that China would impose a 34% tariff on goods imported from the United States. President Trump responded by further imposing an additional 50% tariff on goods imported from China that brings the total additional tariff rate levied on Chinese goods since 2025 to 104%. On April 9, 2025, China retaliated against U.S. tariffs by imposing tariffs of 84% on goods from the United States. On April 9, 2025, President Trump suspended reciprocal tariffs imposed on trade surplus countries for 90 days with exception of China, which faces an additional 41% tariff increase that brings the total additional tariff rate levied on products from China since 2025 to 145% which has made export of our products to the United State impossible. On April 11, 2025, China retaliated against U.S. tariffs by imposing tariffs of 125% on goods from the United States. On May 12, 2025, the United States and China issued a joint statement in Geneva outlining an agreement to de-escalate from the latest rounds of tariff increases. The arrangement reduces tariffs back to the levels of the United States’ April 2 “baseline” and “reciprocal” tariff order and suspends the reciprocal tariff for 90 days to allow for further negotiations. The 10% baseline tariff (and a retaliatory 10% tariff by China) will remain in effect, as will all other active tariffs. China will also lift certain non-tariff retaliation measures announced in early April. The changes enter into effect on May 14, 2025, and the 90-day suspension will last until around August 12, 2025.

As of the date of this Annual Report, there is still a high degree of uncertainty surrounding U.S. tariff policy, how it will be implemented, and how other countries will react to it. It also remains uncertain whether increased tariffs and trade tensions will create further disruptions and uncertainties to the international trade and lead to a downturn to the global economy.

The previous tariffs on products from China, including Hong Kong, have resulted in a material negative impact on our business and results of operations as we had to reduce our sales prices and profit margin to absorb some of the tariffs while still lost some orders, and these new tariffs or any additional actions may potentially have negative impact on our ability to maintain our customer base, and revenue and cost level, which may in turn have negative impact on our business, results of operations and financial condition.

We continue to evaluate the impact of currently effective tariffs as well as other recent changes in foreign trade policy by the U.S. administration on our products. At this time, it is unknown how long U.S. tariffs on Chinese goods will remain in effect or whether additional tariffs will be imposed. Depending upon their duration and implementation, as well as our ability to mitigate their impact, these changes in foreign trade policy and any recently enacted, proposed and future tariffs on products from China, as well as general uncertainty in the tariff environment, will materially and negatively impact our business, results of operations and liquidity if the U.S. and China couldn’t reach a deal to reduce the tariffs from the current level.

Changes in capital markets, merger and acquisition

activity, legal or regulatory requirements, general economic conditions and monetary or geopolitical disruptions, as well as other factors beyond our control, could reduce demand for our products, in which case our revenues and profitability could decline.

Different factors outside of our control could affect demand for our products. These include:

●	fluctuations in U.S. and/or global economies, including<br>economic downturns or recessions and the strength and rate of any general economic recoveries;
●	level of leverage incurred by countries or businesses;
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●	merger and acquisition activity;
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●	frequency and complexity of significant commercial litigation;
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●	over expansion by businesses causing financial difficulties;
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●	business and management crises, including the occurrence of<br>alleged fraudulent or illegal activities and practices;
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●	new and complex laws and regulations, repeals of existing laws<br>and regulations or changes of enforcement of laws, rules and regulations, including antitrust/competition reviews of proposed merger<br>and acquisition transactions;
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●	other economic, geographic or political factors; and
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●	general business conditions.
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We are not able to predict the positive or negative effects that future events or changes to the U.S. or global economies will have on our business. Fluctuations, changes and disruptions in financial, credit, merger and acquisition and other markets, political instability and general business factors could impact various segments’ operations and could affect such operations differently. Changes to factors described above, as well as other events, including by way of example, contractions of regional economies, or the economy of a particular country, trade restrictions, monetary systems, banking, real estate and retail or other industries; debt or credit difficulties or defaults by businesses or countries; new, repeals of or changes to laws and regulations, including changes to the bankruptcy and competition laws of the U.S. or other countries; tort reform; banking reform; a decline in the implementation or adoption of new laws or regulation, or in government enforcement, litigation or monetary damages or remedies that are sought; or political instability may have adverse effects on our business.

The industries we operate are highly competitive

and our inability to compete effectively may materially and adversely impact our business, results of operations and financial condition.

The industries we operate highly competitive. Globally, certain of our competitors have financial and strategic advantages over us, including:

●	greater financial resources;
●	larger sales, marketing and product development departments;
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●	Integrated manufacturing operations or more competitive manufacturing<br>offerings;
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●	stronger brand name recognition and/or well-established owned<br>brands/trademark;
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●	broader international sales and marketing infrastructure;
●	longer operating histories; and
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●	greater economies of scale, inclusive of purchasing power and<br>leverage of their investments across a range of areas, inclusive but not limited to research, technology, data analytics and strategic<br>sourcing.
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In addition, the industries we operate have no significant barriers to entry. Competition is based primarily upon the ability to design and develop new products, adapt to changing consumer behaviors and trends, procure licenses for popular characters and trademarks, leverage manufacturing relationships and operations for low pricing, among other factors. Many of our competitors offer similar products or alternatives to our products, or better pricing or manufacturing offerings than us.

Consumer interests change rapidly, and acceptance

of our products offerings are influenced by factors outside out control and making it difficult to design and develop innovative products which are and will appeal to the targeted consumers of our customers.

Our ability to successfully develop new products and product categories tailored to our customers’ brand images and target markets are affected by the interests the targeted customers of our customers, which evolve quickly and can change dramatically from year to year and by geography. To be successful, we must correctly anticipate the types of products which will capture consumers’ interests and imagination, and quickly develop and introduce innovative products which can compete successfully for consumers’ limited time, attention and spending. Although we have extensive experience and expertise in the industries we operate, it is very difficult to predict consumer acceptance with certainty. Evolving consumer tastes and shifting interests, coupled with an ever-changing and expanding pipeline of products, technology and entertainment which compete for consumer interest and acceptance, create an environment in which some products, technology and entertainment offerings can fail to achieve consumer acceptance or such consumer acceptance can be rapidly replaced. As a result, our products offerings can have short consumer life cycles with no guarantee of success.

Consumer acceptance of our or our customers’ product offerings is also affected by outside factors, such as critical reviews, promotions, the quality and acceptance of popular media content released into the marketplace at or near the same time, availability of alternative forms of entertainment and leisure activities, general economic conditions and public tastes generally, all of which could change rapidly and most of which are beyond our control.

If we devote time and resources to develop products that consumers do not accept, do not find interesting enough to buy in sufficient quantities to be profitable to our customers, or do not purchase due to the pricing of a product, our customers will reduce or stop order of such products from us. If we cannot timely provide other new products to satisfy our customer needs, our relationship with our customers may be adversely affected and our business, growth, results of operations and financial condition will be materially and adversely affected as well.

We have a substantial customer concentration,

with a limited number of customers accounting for a substantial portion of our revenues.

We derive a significant portion of our revenues from a few customers. We currently have two major customers: (i) 1616 Holdings, Inc., a major distributor and a wholly-owned subsidiary of the U.S.-based discounted retailer, Five Below (the “1616 Holdings”), with which we have entered into a vendor agreement on August 15, 2023 (and renewed in 2025) under which we are required to comply with standard terms and conditions, including product quality, labeling, manufacturing, legal compliance, and other requirements, updated from time to time by 1616 Holdings, and under which either party may terminate the agreement at will; (ii) Harvest Giant Inc. Limited, a leading textile manufacturing sourcing and procurement company in Hong Kong (the “Harvest Giant”), with which we have no long-term contractual arrangement but rather engage in order-by-order transactions. For the year ended September 30, 2025, sales to 1616 Holdings and Harvest Giant accounted for HKD178,675,524 ($22,963,349), or 66.3%, and HKD64,022,340 ($8,228,141, or 24.8%, of our revenue. For the year ended September 30, 2024, sales to 1616 Holdings and Harvest Giant accounted for HKD151,995,657 ($19,563,623), or 68.7%, and HKD53,878,994 ($6,934,858), or 24.4%, of our revenue. For the year ended September 30, 2023, sales to 1616 Holdings and Harvest Giant accounted for HKD99,190,158 ($12,666,589), or 83.8%, and HKD6,127,139 ($782,436), or 5.1%, of our revenue. Inherent risks exist whenever a large percentage of total revenues are concentrated with a limited number of customers. It is not possible for us to predict the future level of demand for the products of these customers in the marketplace or the future demand for our products and services by these customers. If any of these customers experience declining or delayed sales due to market, economic or competitive conditions, we could be pressured to reduce our prices or they could decrease the purchase quantity of our products, which could have an adverse effect on our margins and financial position and could negatively affect our revenues and results of operations. If any of our major customers stop coming to us for customized products, such suspension would materially negatively affect our revenues, results of operations and financial condition.

We made a portion of our sales through a

third-party sales agent who also refers to customers to us.

In addition to sales to our corporate customers through our merchandising team, we also conduct indirect sales through one (1) third-party U.S. sales agent, who sells the products we source to US retailers on our behalf. We entered into a written contact with our third-party US sales agent in 2022. Pursuant to this contract, our third-party U.S. sales agent has been authorized to market and sell the products to US retailers on our behalf at the product prices we set for commission, and we shall be responsible for providing the necessary promotional marketing materials. The sales agent receives a commission as a percentage of sales generated under the contract, which are payable every six months. The contract may be terminated at any time by either party. In addition, we have also developed customer base through referral by our (1) third-party US sales agent. We conduct sales to our corporate customers through our merchandising team and sales through our third-party U.S. sales agent.

If we cannot maintain or terminate our relationship with our third-party US sales agent or cannot find new sales agent with similar terms to replace, our business growth, results of operations and financial condition may be adversely affected.

We are exposed to credit risk with our customers

and have incurred credit loss, which may adversely affect our financial condition, results of operations and cash flow.

Our customers generally place orders for our products and services using a purchase order and we invoice our customers after they have received the products or services from us. During this procurement process, we become obligated to pay our suppliers for any products or services we procure from them on behalf of our customers regardless of whether our customers ultimately pay us for these products or services. Therefore, we bear the responsibility for the credit risk of our customers. If any of our customers is experiencing or exposed to potential financial distress, facing complex challenges, involved in litigation or regulatory proceedings, or facing foreclosure of collateral or liquidation of assets, such customers may not have sufficient funds to continue operations or to pay for our services. We mitigate this credit risk through procedures that evaluate the creditworthiness of customers prior to accepting a purchase order from them. However, our procedures may not successfully identify all those who ultimately fail to pay us for our products and services and any non-payments may negatively impact our revenues, results of operations, and financial condition.

Our business depends on our ability to collect payments from our customers for the products and services delivered. We generally offer a credit term of 60 days to our customers. Our failure to manage the orders efficiently or collect the receivables could expose us to credit losses on such orders. Selling products to customers that do correlate to actual costs incurred may negatively impact our profitability on such orders and adversely affect the financial results of our business. We make allowance for potentially uncollectible amounts overdue for up to 60 days and delinquent account receivable balances are written off against the allowance for expected credit losses after our management has determined that the likelihood of collection is not probable. As of September 30, 2025 and 2024, we made allowance for expected credit losses in the amount of HKD4,386,979 ($563,814) and HKD18,154,619. Since we generally do not require collateral or other security from our customers, we establish an allowance for expected credit losses based upon estimates, historical experience and other factors surrounding the credit risk of specific customers. However, actual losses on customer receivables balance could differ from those that we anticipate and as a result we might need to adjust our allowance. There is no guarantee that we will accurately assess the creditworthiness of our customers. Macroeconomic conditions, including related turmoil in the global financial system, could also result in financial difficulties for our customers, including limited access to the credit markets, insolvency or bankruptcy, and as a result could cause customers to delay payments to us, request modifications to their payment arrangements that could increase our receivables balance, or default on their payment obligations to us. As a result, an extended delay or default in payment relating to a significant account will have a material and adverse effect on the aging schedule and turnover days of our accounts receivable. If we are unable to collect our receivables from our customers in accordance with the contracts with our customers, our results of operations and cash flow could be adversely affected.

We have a limited number of major supplying

manufacturers within no written supplying contracts. A loss of any of these manufacturers could significantly negatively affect our business.

We have a limited number of major manufacturers. For the year ended September 30, 2025, three manufacturers accounted for 20.8%, 15.1% and 7.5% of our total purchases, respectively. For the year ended September 30, 2024, three manufacturers accounted for 16.6%, 10.7% and 9.2% of our total purchases, respectively.

If we experience a significant increase in demand of our products, or if we need to replace an existing manufacturer, we may not be able to supplement service or replace them on acceptable terms, which may undermine our ability to deliver products to our customers in a timely manner. Identifying and approving suitable manufacturers could be an extensive process that requires us to become satisfied with their quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance, and labor and other ethical practices. Accordingly, a loss of any significant manufacturer would have an adverse effect on our business, financial condition and results of operations. In addition, our manufacturers may face supply chain risks and constraints of their own, which may impact the availability and pricing of our products and delay for the deliveries of our products.

We have not entered into written contracts with our major manufacturers for product manufacturing and supply, which in our commercial judgment relieves us from a binding minimum procurement amount requirement associated with written contracts with our manufacturers and gives us more flexibility if we decide to replace any existing manufacturers with new manufacturers that can better suit our business needs. However, other than the foregoing, without formal written contracts, the manufacturers also have more flexibility of terminating business relationship without advance notice.

Risks associated with our manufacturers

could adversely affect our business, financial condition and results of operations.

We relied on several major manufacturers that each accounts for more than 10% of our total purchase for the year ended September 30, 2025 and 2024, respectively. We also have manufacturers from jurisdictions other than mainland China, such as Vietnam. the ability of our supplying manufacturers to produce products in a timely and efficient manner may be subject to various factors influencing their performance. For example, political and economic instability, pandemics or other disease outbreaks or natural disasters that our manufacturers may encounter, the availability or cost of raw materials, customs and trade restrictions, transport security, and other factors relating to our manufacturers are beyond our control.

Further, we rely on our manufacturers’ representations of product quality, safety and compliance with applicable laws and standards. If our manufacturers or other vendors violate applicable laws, regulations, or implement practices regarded as unethical, unsafe, or hazardous to the environment, it could damage our reputation and negatively affect our operating results. Further, concerns regarding the safety and quality of products provided by our manufacturers could cause our customers to avoid purchasing those products from us. As such, any issue, or perceived issue, regarding the quality and safety of any items we sell, regardless of the cause, could adversely affect our reputation, operations and financial results.

We also are unable to predict whether our manufacturers in the future will be subject to new, different, or additional export trade restrictions imposed by the PRC government or import trade restrictions imposed by foreign governments, or the likelihood, type or effect of any such restrictions. Any event causing a disruption or delay of imports from manufacturers, including the imposition of additional export restrictions, restrictions on the transfer of funds or increased tariffs or quotas, could increase the cost or reduce the supply of products available to our customers and materially adversely affect our financial performance as well as our reputation. Furthermore, our manufacturers’ operations may be adversely affected by political and financial instability, resulting in the disruption of trade from exporting countries and regions, restrictions on the transfer of funds or other trade disruptions.

We are subject to seasonality.

Our business is subject to seasonal fluctuations. Historically, a significant portion of our net sales and net earnings has been realized during the period from July through August and from November through January. Accordingly, our operating results may vary significantly from quarter to quarter. Our operating results for any quarter are not necessarily indicative of any other results. If for any reason our sales were to be substantially below seasonal norms, our annual revenues and earnings could be materially and adversely affected.

We may not manage our growth effectively.

If we fail to manage our growth effectively, our business may be materially and adversely affected.

To manage growth successfully, we may need to add qualified managers and employees and periodically update our operating, financial and other systems, as well as our internal procedures and controls. We also must effectively motivate, train and manage our merchandising staff. If we fail to add or retain qualified managers, employees and contractors when needed, estimate costs, or manage our growth effectively, our business, financial results and financial condition may suffer.

We cannot assure that we can successfully manage growth and being profitable as we grow. In periods of declining growth, underutilized employees and contractors may result in expenses and costs being a greater percentage of revenues. In such situations, we will have to weigh the benefits of decreasing our workforce or limiting our service offerings and saving costs against the detriment that we could experience from losing valued professionals and their industry expertise and customers.

Our reputation is crucial to our business.

Any harm to our reputation or failure to enhance our brand recognition may materially and adversely affect our business, financial condition and results of operations.

Our reputation is critical to our business. Our reputation is vulnerable to many threats that can be difficult or impossible to control, and costly or impossible to remediate. Regulatory inquiries or investigations, lawsuits initiated by customers or other third parties, employee misconduct, perceptions of conflicts of interest and rumors, among other things, could substantially damage our reputation, even if they are baseless or satisfactorily addressed. Moreover, any negative media publicity about our industry in general or product or service quality problems of other firms in the industry, including our competitors, may also negatively impact our reputation and brand. If we are unable to maintain a good reputation or further enhance our brand recognition, our ability to attract and retain customers and key employees could be harmed and, as a result, our business and revenues would be materially and adversely affected.

If we fail to compete effectively, we may

miss new business opportunities or lose existing customers, and our revenues and profitability may decline.

The market for some of our products is highly competitive. We do not compete against the same companies for all of our products or in all geographic regions. Instead, we compete with different companies or businesses of companies depending on the particular types of requested products and the location of the customer or delivery of the products. Our operations are highly competitive.

Our competitors include large organizations, such as foreign wholesalers and chain retailers, which offer products and services that are the same or similar to products or services offered by us; and small firms and independent contractors that focus on specialized products and services. Some of our competitors have significantly more financial resources, a larger national or international presence, larger professional staff and greater brand recognition than we do. Some have lower overhead and other costs.

If we cannot compete effectively or if the costs of competing, including the costs of hiring and retaining professionals, become too expensive, our revenue growth and financial results could be negatively affected and may differ materially from our expectations.

Since JM Group cannot exert the same level

of influence or control over its independent contractors as it can exert over its own employees, its contractors could fail to comply with its quality assurance policies and procedures, which could result in claims against it that could harm its financial conditions and operating results.

JM Group relies on independent contractors supplied by third parties in the manufacturing sites in mainland China and Vietnam to conduct quality control review on our supplying manufacturers. Accordingly, it is not in a position to directly provide the same direction, motivation and oversight as it would if such contractors were their own employees. While we have established contractual requirements and policy guardrails to govern the actions of the third-party contractors, such contractors could still fail to comply with our policies and procedures.

Extensive foreign, state and local laws regulate JM Group’s business and products. While JM Group has implemented contractual requirements and quality assurance policies and procedures designed to govern our manufacturing partners’ and our third-party contractors’ conduct, and to protect the goodwill and reputation associated with our products, it can be difficult to enforce these policies and procedures because of the contractors’ independent status. Violations by these contractors of applicable law or of our policies and procedures could reflect negatively on JM Group’s products and operations, and harm its business reputation. In addition, it is possible that a court could hold us civilly or criminally accountable based on vicarious liability for the actions of our contractors. If any of these events occur, the value of an investment in JM Group’s securities could be impaired.

Our business and sales are subject to the

business strategies of the brand owners.

For the years ended September 30, 2025 and 2024, all our revenue were attributed to sales to our customers who are brand owners in the United States, Mexico and Hong Kong . The products are designed, purchased or manufactured at the request of the brand owners, often but not always with our recommendation, inputs or in partnership in the design and development process of the products. In addition, intellectual property rights arising from or associated with the products belong to the brand owners. Our business and sales are heavily dependent on the market receptiveness of, and demand for, the products being provided by various brand owners. The overall business strategies and product development plans adopted by these brand owners and their ability to maintain and develop the brands are therefore essential to our business.

As we have limited influence on the decisions made by the brand owners in relation to their business strategies, in particular, the production of their existing products and development of new products, we cannot assure that the brand owners will be able to maintain and further develop their brands and/or products, or that our customers will continue to show preferences to their brands and/or products. If the strategies of the brand owners turn out to be unsuccessful or due to any other reason the marketability of the brands falls substantially, the profitability of our business would be materially and adversely affected.

We cannot assure that our products can meet

consumer preferences and needs and will continue to gain market acceptance and secure market share.

We sell and distribute a variety of products to the general public through our customers’ sales network. The general acceptance by consumers of the brands and products designed and provided by us is of vital importance to our success and it hinges on a number of factors such as brand image, product quality and customer loyalty. Our success also depends, to a large extent, on our ability to offer a diversified portfolio of products that can meet the changing consumer preferences and needs. There is no assurance that the existing products designed and provided by us will be able to satisfy changes in consumer preferences and needs.

We may also fail to anticipate, identify or respond to the constant changes in relation to consumer preferences and needs on a timely basis, nor can we assure that we will be able to gain or increase market acceptance and market share for our products.

Consumer preferences and needs for products and brands can change from time to time for various reasons, including negative publicity regarding our products, emergence of competitive products and brands, or a general decrease in demand for the beauty device products distributed and sold us. Any of these events could adversely affect our competitive advantage and market share, which in turn could materially and adversely affect our business, financial condition and results of operation.

We do not retain effective intellectual

property rights protection measures.

We cannot make assurances that the steps we have taken or will take in the future to protect our intellectual property rights or the intellectual rights of our customers or are or will be adequate to deter misappropriation of proprietary information or that we will be able to detect unauthorized use and take appropriate steps to enforce intellectual property rights. We do not have written agreement with any of our supplying manufacturers regarding the protection and allocation of intellectual property rights, except where design and branding of a product belong to our customers, our customers’ written agreements with our manufacturing partners govern. We cannot be certain that our supplying manufacturers do not or will not infringe upon or otherwise violate trademarks, copyrights, know-how or other intellectual property rights held by third parties. If any third-party infringement claims are brought against us or the supplying manufacturing, we may be forced to divert some resources from our business and operations to defend against these claims, regardless of their merits, and may be found liable under vicarious or joint-and-several liabilities. In some cases, we may be required to indemnify or compensate our customers or third parties for all associated costs or losses, become parties to such civil or criminal proceedings and subject to any court or government-ordered sanctions, and lose future purchase orders or contracts with our customers. Any of these results could harm our brand image and have a material adverse effect on our financial condition, cash flow and results of operations as well as our growth.

We may be subject to intellectual property

infringement claims, which may be expensive to defend and may disrupt our business and operations.

We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks, copyrights, know-how or other intellectual property rights held by third parties. We may be subjected from time to time in the future to legal proceedings and claims relating to the intellectual property rights of others. In addition, there may be third-party trademarks, copyrights, know-how or other intellectual property rights that are infringed by our products, services or other aspects of our business without our awareness. Holders of such intellectual property rights may seek to enforce such rights against us in Hong Kong, the United States or other jurisdictions. If any third-party infringement claims are brought against us, we may be forced to divert some resources from our business and operations to defend against these claims, regardless of their merits.

We may face the risk that the products we develop or sell to our customers, or the products manufactured by our supplying manufacturers, may be subject to copyrights or patents of third parties, or that may otherwise incorporate protected intellectual property from third parties. In addition, we may make representations of our right to sell the products and agree to indemnify our customers in the purchase orders and/or customer agreements. If a third-party bring intellectual property infringement claims with respect to merchandise, we sell to our customers, or if we sell unlicensed merchandise to our customers, such merchandise could be required to be removed from the market and be destroyed. As a result, our customers may record loss of revenues and profits, incur costs associated with destruction and removal of such merchandise and be subject to liability under various civil and criminal causes of action, including actions to recover unpaid royalties and other damages and injunctions. Because of our relationships with our customers and the contractual arrangements, we may be required to indemnify or compensate our customers for all associated costs or losses, become parties to such civil or criminal proceedings and subject to any court or government-ordered sanctions, and lose future purchase orders or contracts with our customers. Any of these results could harm our brand image and have a material adverse effect on our financial condition, cash flow and results of operations as well as our growth.

Further, if we were found to be in violation of the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own. As a result, our business and operating results may be materially and adversely affected. Historically, we have been involved in an intellectual property infringement case bought by Spin-balls LLC, a Florida-based toy developer against us as a co-defendant with respect to certain toy products we manufactured and sold. We agreed not to make, use, market, distribute or sell such products and in 2024, we reached a settlement with the plaintiff. See “Item 4. Information of the Company – B. Business Overview– Legal Proceedings” on page 52.

Compromise of confidential or proprietary

information could damage our reputation, harm our businesses and adversely impact our financial results.

Our own confidential and proprietary information and that of our customers could be compromised, whether intentionally or unintentionally, by our employees, consultants or manufacturers. A compromise of the security of our information technology systems leading to theft or misuse of our own or our customers’ proprietary or confidential information, or the public disclosure or use of such information by others, could result in losses, third-party claims against us and reputational harm, including the loss of customers. The theft or compromise of our or our customers’ information could negatively impact our reputation, financial results and prospects. In addition, if our reputation is damaged due to a data security breach, our ability to attract new engagements and customers may be impaired or we may be subjected to damages or penalties, which could negatively impact our businesses, financial results or financial condition.

If we fail to prevent security breaches,

improper access to or disclosure of our data or user data, or other hacking and attacks, we may lose users, and our business, reputation, financial condition and results of operations may be materially and adversely affected.

We plan to have privacy and data security policies in place that are designed to prevent security breaches, and we are looking for resources to assist us to develop our security measures against breaches. However, as newer technologies evolve, and the portfolio of the service providers with which the Company shares confidential information grows, we could be exposed to increased risk of breaches in security and other illegal or fraudulent acts, including cyberattacks. The evolving nature of such threats, in light of new and sophisticated methods used by criminals and cyberterrorists, including computer viruses, malware, phishing, misrepresentation, social engineering and forgery, is making it increasingly challenging to anticipate and adequately mitigate these risks.

We are likely in the future to be subject to these types of attacks. If we are unable to avert these attacks and security breaches, we could be subject to significant legal and financial liabilities, our reputation would be harmed, and we could sustain substantial revenue loss from lost sales and customer dissatisfaction. We may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks. Cyber-attacks may target us, our manufacturers, customers or other participants, or the internet infrastructure on which we depend. Actual or anticipated attacks and risks may cause us to incur significantly higher costs, including costs to deploy additional personnel and network protection technologies, train employees, and engage third-party experts and consultants. As we do not carry cybersecurity insurance, we will not be able to mitigate such risks to any third party. Cybersecurity breaches would not only harm our reputation and business but also could materially decrease our revenue and net income.

We need to comply with the laws and regulations

of the jurisdictions of our customers, including without limitation regulations on product safety and quality, failing which we could be subject to investigations and penalties imposed by regulators and could also cause us to lose customers or harm our business.

In connection with our sales to the jurisdictions where our customers are located, we could be subject to complying with the applicable laws and regulations of foreign jurisdictions.

In the United States, for example, our products are subject to extensive and complex federal, state and local laws and regulations, including the Federal Hazardous Substances Act, the Consumer Product Safety Act, the Flammable Fabrics Act and the rules and regulations promulgated under these acts. These statutes are administered by the Consumer Product Safety Commission (“CPSC”), which has the authority to remove from the market products that are found to be defective and present a substantial hazard or risk of serious injury or death. The CPSC can require a manufacturer to recall, repair or replace these products under certain circumstances. In addition, for certain types of products we develop or sell, such as products involving low radio frequency emissions which are regulated by equipment authorization requirements of the Federal Communication Commission, there may be additional sector or product-specific government regulations in the United States and elsewhere. Depending on the destination of our products, we may also be subject to product safety and consumer protection statutes in other international markets. While our products’ design, manufacturing, labeling, packaging, and shipping are subject to quality assurance processes engaged by us and our customers, and we adhere to compliance with the requirements requested by our customers, we cannot assure you that defects in our products will not be alleged or found.

If we are subject to any regulatory investigations or if any governmental penalties or sanctions are imposed, or if we do not prevail in any possible proceedings, our business, results of operations, and financial condition could be adversely affected. In addition, responding to any action will likely result in a significant diversion of our management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could materially harm our business, results of operations, and financial condition.

Any reviews by regulatory agencies or legislatures may result in substantial regulatory fines, changes to our business practices, and other penalties, which could negatively affect our business and results of operations. Changes in social, political, and regulatory conditions or in laws and policies governing a wide range of topics may cause us to change our business practices. Further, our expansion into a variety of new fields also could raise a number of new regulatory issues. These factors could negatively affect our business and results of operations in material ways.

Moreover, we are exposed to the risk of misconduct, errors and failure to functions by our management, employees and parties with whom we collaborate, who may from time to time be subject to litigation and regulatory investigations and proceedings or otherwise face potential liability and penalties in relation to noncompliance with applicable laws and regulations, which could harm our reputation and business.

Product liability claims could affect our

sales and results of operations adversely.

We may be subject to product liability claims from our customers or consumers. In many cases, we have contractually agreed to representations that our products comply with applicable product safety laws and agreed to indemnify our customers for any potential breach of contractual obligation or violations of laws and regulations. We generally request contractual guarantee from our manufacturing partners to take full responsibility for any chargebacks and loss derived from customer complaints. We have also secured general liability and product liability insurance. If our manufacturing partners do not honor their contractual obligations, we may seek recourse by litigations or arbitrations against our manufacturing partners that may be time-consuming, expensive, or unsuccessful. If we are unsuccessful to seek recourse from our manufacturing partners, if we do not have adequate insurance available or if such contractually guarantee is not enforceable under the relevant jurisdictions, such claims could have a material adverse effect on our business, financial condition and results of operations. Even with adequate insurance and indemnification, such claims could significantly damage our reputation and consumer confidence in our products. Our litigation expenses could increase as well, which also could have a materially negative impact on our results of operations even if a product liability claim is unsuccessful or is not fully pursued. Furthermore, if the products are recalled or required to be destroyed, the associated costs may have significant impact on our business, financial condition and results of operations.

Increases in labor costs in Hong Kong

may adversely affect our business and results of operations.

The economy in Hong Kong has experienced increases in inflation and labor costs in recent years. As a result, average wages in Hong Kong are expected to continue to increase. In addition, we are required by Hong Kong laws and regulations to maintain various statutory employee benefits, including mandatory provident fund scheme and work-related injury insurance, to provide statutorily required paid sick leave, annual leave and maternity leave, and pay severance payments or long service payments. The relevant government agencies may examine whether an employer has complied with such requirements, and those employers who fail to comply commit a criminal offence and may be subject to fines and/or imprisonment. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to control our labor costs or pass on these increased labor costs to our users by increasing the fees of our services, our financial condition and operating results may be adversely affected.

JM Group’s principal shareholders

have substantial influence over JM Group and their interests may not be aligned with the interests of JM Group’s other shareholders.

Mr. Ting is currently the beneficial owner of 8,160,000 Ordinary Shares or 40.2% of JM Group’s outstanding Ordinary Shares. Mr. Ting will be able to exert significant voting influence over JM Group’s business, including decisions regarding mergers, consolidations and the sale of all or substantially all of JM Group’s assets, election of directors and other significant corporate actions. These actions may be taken even if they are opposed by JM Group’s other shareholders, including those who purchased Ordinary Shares in JM Group’s initial public offering. Moreover, this concentration of ownership may discourage, delay or prevent a change in control of JM Group, which could deprive JM Group’s shareholders of an opportunity to receive a premium for their shares as part of a sale of JM Group and might reduce the price of JM Group’s Ordinary Shares.

We face risks related to natural disasters,

health epidemics and other outbreaks, which could significantly disrupt our operations.

We are vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, wars, riots, terrorist attacks or similar events may give rise to supply chain disruptions, shipment delays, manufacturing breakdowns, and demand shifts, which could cause adversely affect our ability to provide products and services to our customers. In addition, our results of operations could be adversely affected to the extent that any health epidemic harms the Hong Kong economy in general. A prolonged outbreak of any illnesses or other adverse public health developments in Hong Kong or elsewhere in the world could have a material adverse effect on our business operations. Such outbreaks could severely disrupt our operations and adversely affect our business, financial condition and results of operations. Our headquarter is located in Hong Kong, where our management and employees currently reside. Consequently, if any natural disasters, health epidemics or other public safety concerns were to affect Hong Kong or cause travel restriction in or out of Hong Kong or its surrounding areas, our operation may experience material disruptions, which may materially and adversely affect our business, financial condition and results of operations.

Failure to comply with laws and regulations

applicable to our business could subject us to fines and penalties and could also cause us to lose customers or otherwise harm our business.

Our business is subject to regulation by various governmental agencies in Hong Kong, including agencies responsible for monitoring and enforcing compliance with various legal obligations, such as intellectual property laws, employment and labor laws, workplace safety, governmental trade laws, import and export controls, anti-corruption and anti-bribery laws, and tax laws and regulations. In certain jurisdictions, these regulatory requirements may be more stringent than in Hong Kong. These laws and regulations impose added costs on our business. Noncompliance with applicable regulations or requirements could subject us to:

●	investigations, enforcement actions, and sanctions;
●	mandatory changes to our network and products;
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●	disgorgement of profits, fines, and damages;
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●	civil and criminal penalties or injunctions;
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●	claims for damages by our customers or channel partners;
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●	termination of contracts;
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●	failure to obtain, maintain or renew certain licenses, approvals,<br>permits, registrations or filings necessary to conduct our operations; and
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●	temporary or permanent debarment from sales to public service<br>organizations.
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If any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of operations, and financial condition could be adversely affected. In addition, responding to any action will likely result in a significant diversion of our management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could materially harm our business, results of operations, and financial condition.

We may become involved in litigation that

may materially adversely affect us.

From time to time, we or members of our board, officers, executives or employees, may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including litigation and claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources, causing us to incur significant expenses or liability or require us to change our business practices. Because of the potential risks, expenses and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business.

Our share price may be volatile and, in the past, companies that have experienced volatility in the market price of their share or stock have been subject to securities litigation, including class action litigation. We may be the target of this type of litigation in the future.

Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition, and results of operations. Any adverse determination in litigation could also subject us to significant liabilities.

We face additional risks and uncertainties

related to any potential actions resulting from the trading halt of its securities from the NYSE and ongoing investigations conducted by the SEC and NYSE, or any other investigation or action.

On January 14, 2026, the SEC ordered the 10-day suspension in the trading of our securities because of potential manipulation in our securities. The NYSE imposed a trading halt following the SEC. The Company has received investigation inquiries from the SEC and NYSE respectively and is currently responding to the investigations.

As of the date hereof, although the SEC suspension has expired, the trading of our securities remain subject to the trading halt imposed by the NYSE. At this time, we are unable to predict the outcome of the investigation inquiries from the SEC and NYSE or any other actions the SEC or NYSE may take in connection therewith. Furthermore, the Company’s reputation may be negatively impacted. As a result, the potential impact to the Company’s business, if any, cannot be determined.

The determination to lift a trading halt is subject to NYSE’s discretionary review. A prolonged trading halt could materially and adversely affect investor confidence, market perception of the Company, and the liquidity of our ordinary shares.

Companies whose securities have experienced trading halts or other significant trading disruptions may be subject to an increased risk of securities class action litigation. Although no assurance can be given that any such claims will be brought against us, the defense or resolution of actual or potential litigation could result in substantial legal expenses, increased insurance costs, diversion of management’s time and attention, and reputational harm, regardless of the ultimate outcome of any such proceedings.

The lack of liquidity in our Ordinary Shares

could adversely affect investors’ ability to buy or sell our shares and may result in significant price volatility or losses.

As of the date of this annual report, trading of our Ordinary Shares remains subject to a trading halt and, as a result, our Ordinary Shares lack liquidity. The absence of an active trading market limits investors’ ability to buy or sell our Ordinary Shares and may prevent investors from realizing the value of their investment. In addition, the lack of observable market pricing for our Ordinary Shares may complicate valuations, discourage potential investors or counterparties, and increase the risk of dilution in any future equity-linked transaction.

Even if trading were to resume in the future, there can be no assurance that an active, orderly, or sustained trading market for our Ordinary Shares would develop or be maintained. The trading halt may result in increased price volatility, wide bid-ask spreads, or significant fluctuations in trading prices unrelated to our operating performance or financial condition.

If our Ordinary Shares remain illiquid for a prolonged period, or if liquidity does not meaningfully improve following any resumption of trading, investors may be unable to realize the value of their investment and may suffer substantial losses.

The trading halt may reduce the attractiveness

of our securities to future investors.

The trading halt, as well as any negative perceptions associated with it, may reduce investor interest in our Ordinary Shares. As a result, even if trading in our Ordinary Shares resumes, we may experience increased difficulty in raising additional capital on favorable terms, or at all. Limited access to capital markets could constrain our ability to fund operations, pursue strategic initiatives, or respond to changing market conditions, which could materially and adversely affect our business, financial condition, and prospects.

Even if trading in our Ordinary Shares resumes,

we may not be able to satisfy NYSE’s continued listing requirements, or be delisted from NYSE American due to public interest concerns.

Even if trading in our Ordinary Shares resumes, there can be no assurance that we will continue to meet all applicable NYSE continued listing standards. The trading halt itself, as well as market conditions or market reaction following any resumption of trading, may adversely affect our ability to comply with NYSE requirements, including those relating to minimum bid price, market value of publicly held shares, market value of listed securities, or other qualitative or quantitative criteria. Failure to regain or maintain compliance with these standards could result in additional compliance actions, further trading restrictions, delisting of our Ordinary Shares from NYSE American, or a significant decrease/fluctuation in share price.

In addition, under NYSE American Rule 1002, NYSE has broad discretionary authority to terminate the listing of securities, subject to a timely-requested hearing, if it determines that continued listing is not in the public interest, even if the issuer is in compliance with NYSE’s enumerated listing criteria. Even if trading in our Ordinary Shares resumes, if NYSE determines that our continued listing is not in the public interest, NYSE may issue a determination letter to delist our Ordinary Shares pursuant to its discretionary authority. In that event, even if we were to timely request a hearing with respect to NYSE’s determination to delist our Ordinary Shares, NYSE may still impose an immediate halt on the trading of our Ordinary Shares pursuant to NYSE American Rule 1203 pending the outcome of such hearing.

If JM Group becomes directly subject to the recent

scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter, which could harm our business operations, stock price and reputation and could result in a loss of your investment in JM Group’s stock, especially if such matter cannot be addressed and resolved favorably.

Recently, U.S. public companies that have substantially all of their operations in China, including Hong Kong, have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. For example, on September 5, 2025, the SEC announced the formation of the Cross-Border Task Force within the Division of Enforcement, focusing on investigating and taking enforcement actions against transnational fraud and market manipulation activities. Much of the scrutiny, criticism and negative publicity has centered around extreme market price volatility, financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on JM Group, its business and its stock price. Although substantially all of our operations are based in Hong Kong and none of our customers are based in mainland China, if JM Group becomes the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our company. This situation will be costly and time-consuming and distract our management from growing our business.

If we are unable to rely on the services

and connections of our key personnel, or retain the current key personnel, our business could be adversely affected.

Our growth has been heavily dependent on the services provided by our management team. They manage our business operation, develop and execute our business strategies and manage the relationship with our key product manufacturers and corporate customers. Therefore, our future success relies on our ability to retain the services of these key management personnel. If any of these key personnel are unable or unwilling to continue to provide services to us, and we are unable to find suitable replacements, we may not be able to continue our operations effectively and efficiently, and our business and financial conditions could be adversely affected.

Our employees may leave to form or join

competitors, and we may not have, or may choose not to pursue, legal recourse against such professionals.

Our employees typically have close relationships with the customers they serve, based on their expertise and bonds of personal trust and confidence. Therefore, the barriers to our employees pursuing independent business opportunities or joining our competitors should be considered low. Although our customers generally contract for services with us as a company, and not with an individual employee, in the event that an employee leaves, such customers may decide that they prefer to continue working with a specific person rather than with us. In the event an employee departs and acts in a way that we believe violates his or her non-competition or non-solicitation agreement, we will consider any legal remedies we may have against such person on a case-by-case basis. We may decide that preserving cooperation and a professional relationship with a former employee or customer, or other concerns, outweighs the benefits of any possible legal recourse. We may also decide that the likelihood of success does not justify the costs of pursuing a legal remedy. Therefore, there may be times we may decide not to pursue legal action, even if it is available to us.

A severe or prolonged downturn in the Chinese

or global economy could materially and adversely affect our business and financial condition.

Any prolonged slowdown in the Chinese or global economy may have a negative impact on our business, results of operations and financial condition. There is uncertainty over the global economic condition such as the trade war between the United States and China and the lasting impact of the Covid-19 pandemic. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and China. There have also been concerns about the economic effect of the tensions in the relationship between China and surrounding Asian countries. Adverse economic conditions could also reduce the number of customers and interests in our services and products. Should any of these situations occur, our net revenues will decline, and our business and financial conditions will be negatively impacted. Additionally, continued turbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs.

Inflation and rising commodity prices could

adversely affect our business.

Our financial performance could be adversely impacted by inflation, as some of our customers, particularly those in the discounted retail sector, are particularly sensitively to pricing pressure due to their market positions, pricing strategies, or consumer base. Inflationary pressures on the products our customers sell could impact our customers’ net sales and earnings, thereby increasing pressures over our customers’ product demands, pricing strategies, order and inventory targets. During 2022 and 2023, many of our customers experienced levels of inflation that are higher than experienced in recent years, resulting in part from various supply disruptions, increased shipping and transportation costs, increased commodity costs, increased labor costs in the supply chain, monetary policy actions, and other disruptions caused by the uncertain economic environment. As a result, many of our customers have sought to lower their costs of goods by reducing orders and inventories and negotiating for lower product development or manufacturing costs. We are unable to predict how long the current inflationary environment will continue or the impact of inflationary trends on consumer behavior and our sales and profitability in the future. Changes in commodity prices could also negatively impact our sales and earnings if our competitors react more aggressively.

Risks Related to Our Corporate Structure

JM Group may rely on dividends and

other distributions on equity paid by its subsidiary to fund any cash and financing requirements it may have, and any limitation on the ability of JM Group’s subsidiary to make payments to it could have a material adverse effect on JM Group’s ability to conduct its business.

JM Group is a holding company incorporated in the British Virgin Islands, and it may rely on dividends and other distributions on equity paid by its subsidiary for its cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to JM Group’s shareholders and service any debt it may incur. If any of JM Group’s subsidiaries incur debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to JM Group.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. See “*Item 10. Additional Information — E. Taxation — Hong Kong ProfitsTaxation”*on page 101 of this Annual Report. There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HKD into foreign currencies and the remittance of currencies out of Hong Kong. However, if the PRC government, in the future, imposes any restriction or limitation on transfer of cash or assets out of Hong Kong, the ability of JM Group’s Hong Kong subsidiary to pay dividends or make other distributions to JM Group could be limited, which could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to JM Group’s business, pay dividends, or otherwise fund and conduct its business.

JM Group’s lack of effective

internal controls over financial reporting may affect its ability to accurately report its financial results or prevent fraud, which may affect the market for and price of JM Group’s Ordinary Shares.

To implement Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring public companies to include a report of management on the company’s internal control over financial reporting. Prior to the IPO, JM Group was a private company with limited accounting personnel and other resources for addressing JM Group’s internal control over financial reporting. JM Group’s management has not completed an assessment of the effectiveness of JM Group’s internal control over financial reporting, and its independent registered public accounting firm has not conducted an audit of JM Group’s internal control over financial reporting. However, in connection with the audits of JM Group’s consolidated financial statements as of September 30, 2025 and 2024, JM Group and its independent registered public accounting firm identified material weaknesses in JM Group’s internal control over financial reporting as well as other control deficiencies for the above mentioned periods. As defined in the standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of JM Group’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness identified related to i) inadequate segregation of duties for certain key functions due to limited staff and resources; and ii) a lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to formalize key controls over financial reporting and to prepare consolidated financial statements and related disclosures.

JM Group intends to implement measures designed to improve its internal control over financial reporting to address the underlying causes of these material weaknesses, including i) hiring more qualified staff to fill up the key roles in the operations; and ii) setting up a financial and system control framework with formal documentation of polices and controls in place.

JM Group will be subject to the requirement that it maintain internal controls and that management perform periodic evaluation of the effectiveness of the internal controls. Effective internal control over financial reporting is important to prevent fraud. As a result, JM Group’s business, financial condition, results of operations and prospects, as well as the market for and trading price of JM Group’s Ordinary Shares, may be materially and adversely affected if JM Group does not have effective internal controls. Before the IPO, JM Group was a private company with limited resources. As a result, JM Group may not discover any problems in a timely manner and current and potential shareholders could lose confidence in JM Group’s financial reporting, which would harm JM Group’s business and the trading price of JM Group’s Ordinary Shares. The absence of internal controls over financial reporting may inhibit investors from purchasing JM Group’s Ordinary Shares and may make it more difficult for JM Group to raise funds in a debt or equity financing.

Additional material weaknesses or significant deficiencies may be identified in the future. If JM Group identifies such issues or if JM Group is unable to produce accurate and timely financial statements, its stock price may decline and it may be unable to maintain compliance with the listing rules of NYSE American.

If JM Group ceases to qualify as a foreign

private issuer, it would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and it would incur significant additional legal, accounting and other expenses that it would not incur as a foreign private issuer.

As a foreign private issuer, JM Group will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and JM Group’s officers, directors and principal shareholders will be exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, JM Group will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and it will not be required to disclose in its periodic reports all of the information that United States domestic issuers are required to disclose. While JM Group currently qualifies as a foreign private issuer, JM Group may cease to qualify as a foreign private issuer in the future.

JM Group is an “emerging growth company”

within the meaning of the Securities Act, and if JM Group takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make it more difficult to compare JM Group’s performance with other public companies.

JM Group is an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. JM Group has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, JM Group, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of JM Group’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. If some investors find JM Group’s Ordinary Shares less attractive as a result, there may be a less active trading market for JM Group’s Ordinary Shares and JM Group’s share price may be more volatile.

JM Group will incur increased costs as a

result of being a public company, particularly after JM Group ceases to qualify as an “emerging growth company.”

As a public company, JM Group will incur significant legal, accounting and other expenses that JM Group did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC, impose various requirements on the corporate governance practices of public companies. JM Group is an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of JM Group’s Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior fiscal year end, and (2) the date on which JM Group has issued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

Compliance with these rules and regulations increases JM Group’s legal and financial compliance costs and makes some corporate activities more time-consuming and costly. After JM Group is no longer an “emerging growth company,” or until five years following the completion of JM Group’s initial public offering, whichever is earlier, JM Group expects to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, JM Group has been required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. JM Group has incurred additional costs in obtaining director and officer liability insurance. In addition, JM Group incurs additional costs associated with its public company reporting requirements. It may also be more difficult for JM Group to find qualified persons to serve on its board of directors or as executive officers. JM Group is currently evaluating and monitoring developments with respect to these rules and regulations, and JM Group cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

Risks Related to Doing Business in Hong Kong

All of JM Manufacturing HK’s operations

are in Hong Kong. However, due to the long arm provisions under the current laws and regulations of mainland China, the government of mainland China may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, and may exert control over offerings conducted overseas and foreign investment in Hong Kong-based issuers, which could result in a material change in our operations and/or the value of JM Group’s Ordinary Shares. The government of mainland China may also intervene or impose restrictions on JM Group’s ability to move money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Changes in the policies, regulations, rules, and the enforcement of laws of the government of mainland China may also be quick with little or no advance notice and our assertions and beliefs of the risk imposed by the legal and regulatory system of mainland China cannot be certain.

Our corporate structure may involve unique risks to investors. We are not based in mainland China and do not have operations in mainland China except that our manufacturers are located in mainland China. We currently do not have or intend to set up any subsidiary in mainland China, or do not foresee the need to enter into any contractual arrangements with a VIE to establish a VIE structure in mainland China. For the fiscal years ended September 30, 2025 and 2024, we generated all our revenues from Hong Kong. As of the date of this prospectus, on the basis that (i) we currently do not have or intend to set up any subsidiary or VIE structure in mainland China, and we do not have any business operations in mainland China, except that we collaborate with manufacturers located in mainland China to manufacture our products, (iii) none of our and our subsidiary’s clients are located in mainland China, and (iv) we and our subsidiary possess personal information of less than 1 million individuals in the PRC (for the purpose of this subsection (iv), including the special administrative regions of Hong Kong and Macau and Taiwan), and do not possess any core data or important data of the PRC or any information which affects or may affect national security of the PRC, we do not expect to be materially affected by recent statements by the government of mainland China indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-based issuers. However, due to long arm provisions under the current laws and regulations of mainland China, there remains regulatory uncertainty with respect to the implementation and interpretation of laws and regulations in mainland China.

Pursuant to the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. The basic policies of the PRC regarding Hong Kong as a special administrative region of the PRC are reflected in the Basic Law, providing Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”.

However, the government of mainland China may choose to exercise significant oversight and discretion, and the policies, regulations, rules, and the enforcement of laws of the government of mainland China may change from time to time and with little or no advance notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in mainland China are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and may be inconsistent with our current policies and practices. New laws, regulations, and other government directives in mainland China may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:

●	delay or impede our development;
●	result in negative publicity or increase our operating costs;
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●	require significant management time and attention; and/or
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●	subject us to remedies, administrative penalties and even criminal<br>liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that<br>we modify or even cease our business practices.
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Although we do not operate our business in mainland China, we are aware that recently, the government of mainland China initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little or no advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and due to long arm provisions under the current laws and regulations of mainland China, it is also highly uncertain the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on a U.S. or other foreign exchange. In the event that the PRC regulatory authorities disallow our business structure, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability to continue to offer securities to investors and could cause the value of such securities to significantly decline or become worthless.

The PRC government may intervene or influence our operations at any time or may exert control over offerings conducted overseas and foreign investment in Hong Kong-based issuers, which may result in a material change in our operations and/or the value of JM Group’s Ordinary Shares. For example, there is currently no restriction or limitation under the laws of Hong Kong on the conversion of HK dollar into foreign currencies and the transfer of currencies out of Hong Kong and the laws and regulations of the PRC on currency conversion control do not currently have any material impact on the transfer of cash between JM Group, the ultimate holding company, and JM Manufacturing HK, the wholly-owned operating subsidiary in Hong Kong. However, the PRC government may, in the future, impose restrictions or limitations on our ability to move money out of Hong Kong to distribute earnings and pay dividends to and from the other entities within our organization or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business outside of Hong Kong and may affect our ability to receive funds from JM Manufacturing HK. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our products and services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected, and such measures could materially decrease the value of JM Group’s Ordinary Shares, potentially rendering it worthless.

The enactment of Law of the PRC on Safeguarding

National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our Hong Kong subsidiary.

On June 30, 2020, the Standing Committee of the PRC National People’s Congress adopted the Hong Kong National Security Law. This law defines the duties and government bodies of the Hong Kong National Security Law for safeguarding national security and four categories of offences — secession, subversion, terrorist activities, and collusion with a foreign or overseas force to endanger national security — and their corresponding penalties. On July 14, 2020, the former U.S. President Donald Trump signed the Hong Kong Autonomy Act (the “HKAA”), into law, authorizing the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. On August 7, 2020 the U.S. government imposed HKAA-authorized sanctions on eleven individuals, including former and current HKSAR chief executives Carrie Lam and John Lee. On October 14, 2020, the U.S. State Department submitted to relevant committees of Congress the report required under HKAA, identifying persons materially contributing to “the failure of the Government of China to meet its obligations under the Joint Declaration or the Basic Law.” The HKAA further authorizes secondary sanctions, including the imposition of blocking sanctions, against foreign financial institutions that knowingly conduct a significant transaction with foreign persons sanctioned under this authority. The imposition of sanctions may directly affect the foreign financial institutions as well as any third parties or customers dealing with any foreign financial institution that is targeted. It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies located in Hong Kong. If our Hong Kong subsidiary is determined to be in violation of the Hong Kong National Security Law or the HKAA by competent authorities, our business operations, financial position and results of operations could be materially and adversely affected.

The PRC government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and foreign investment in China-based issuers, which may result in a material change in our operations and/or the value of JM Group’s Ordinary Shares. Additionally, governmental and regulatory interference could significantly limit or completely hinder JM Group’s ability to continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

There are political risks associated with

conducting business in Hong Kong.

Substantially all our operations are based in Hong Kong. Accordingly, our business operations and financial condition will be affected by the political and legal developments in Hong Kong. During the period covered in this Annual Report, we derive substantially all of our revenue from operations in Hong Kong. Any adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, as well as significant natural disasters, may adversely affect our business operations. Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. Since a substantial part of our operations is based in Hong Kong, any change of such political arrangements may pose an immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial position.

If the PRC attempts to alter its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our business and operations. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our customers.

Under the Basic Law of the Hong Kong Special Administrative Region of PRC, Hong Kong is exclusively in charge of its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. Based on certain recent developments including the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region issued by the Standing Committee of the PRC National People’s Congress in June 2020, the U.S. State Department has indicated that the United States no longer considers Hong Kong to have significant autonomy from China and President Trump signed an executive order and the HKAA to remove Hong Kong’s preferential trade status and to authorize the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. The United States may impose the same tariffs and other trade restrictions on exports from Hong Kong that it places on goods from mainland China. These and other recent actions may represent an escalation in political and trade tensions involving the U.S, mainland China and Hong Kong, which could potentially harm our business.

Our revenue is susceptible to the ongoing incidents or factors which affect the stability of the social, economic and political conditions in Hong Kong. Any drastic events may adversely affect our business operations. Such adverse events may include changes in economic conditions and regulatory environment, social and/or political conditions, civil disturbance or disobedience, as well as significant natural disasters. Given the relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on our business operations, which could in turn adversely and materially affect our business, results of operations and financial condition. It is difficult to predict the full impact of the HKAA on Hong Kong and companies with operations in Hong Kong like us. Furthermore, legislative or administrative actions in respect of China-U.S. relations could cause investor uncertainty for affected issuers, including JM Group, and the market price of JM Group’s Ordinary Shares could be adversely affected.

There remain some uncertainties as

to whether we will be required to obtain approvals from mainland China and Hong Kong authorities to list JM Group’s securities on the U.S. exchanges and offer securities in the future, and if required, we cannot assure you that JM Group will be able to obtain such approval.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors (the “M&A Rules”), adopted by six regulatory agencies of mainland China in 2006 and amended in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of mainland China-based companies and controlled by mainland China-based companies or individuals to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.

Although we do not operate our business in mainland China, we are also aware that recently, the government of mainland China initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little or no advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, on July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over mainland China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

On December 28, 2021, the CAC and other PRC authorities promulgated the Cybersecurity Review Measures, which took effect on February 15, 2022. In addition, the Cybersecurity Law, which was adopted by the Standing Committee of the National People’s Congress on November 7, 2016 and came into force on June 1, 2017, and the Cybersecurity Review Measures, or the “Review Measures”, provide that personal information and important data collected and generated by a critical information infrastructure operator, or a “CIIO”, in the course of its operations in mainland China must be stored in mainland China, and if a CIIO purchases internet products and services that affect or may affect national security, it should be subject to national security review by the CAC together with competent departments of the State Council. On September 30, 2024, the State Council released the Regulations on the Management of Network Data Security, or the “Network Data Regulation”, which came into effect on January 1, 2025. The Network Data Regulation serves as a comprehensive implementing regulation for the compliance requirements set out by the Cybersecurity Law, Data Security Law, and Personal Information Protection Law. The Network Data Regulation introduces several key obligations, including requiring network data handlers to specify the purpose and method of personal information processing, as well as the types of personal information involved, before any personal information is handled. It further clarifies definitions for important data, outlines the obligations of those handling important data, and establishes broader contractual requirements for data sharing between data handlers.

Currently we do not expect the Review Measures to have an impact on the business and operations of JM Group’s Hong Kong subsidiary, JM Manufacturing HK, or the IPO, because (i) JM Manufacturing HK is incorporated and operating in Hong Kong without any subsidiary or VIE structure in mainland China, and it is unclear whether the Review Measures shall be applied to a Hong Kong company; (ii) as of the date of this Annual Report, JM Manufacturing HK has not collected and stored personal information of any individual customers of mainland China and possesses personal information of less than 1 million individuals in the PRC (for the purpose of this subsection (ii), including the special administrative regions of Hong Kong and Macau and Taiwan), and do not possess any core data or important data of the PRC or any information which affects or may affect national security of the PRC; and (iii) as of the date of this Annual Report, JM Manufacturing HK has not been informed by any governmental authority of mainland China of any requirement that it file for a cybersecurity review for the IPO. Based on the foregoing, as of the date of this Annual Report, we believe JM Manufacturing HK is not required to pass the cybersecurity review of the CAC in order to list JM Group’s Ordinary Shares in the U.S. Nonetheless, if the authorized PRC regulatory body subsequently determines that we are required to go through such cybersecurity review or if any other PRC government authorities promulgate any interpretation or implementation rules before JM Group’s listing that would require us to go through a cybersecurity review for the IPO, we may fail to complete such cybersecurity review procedures in a timely manner, or at all. Any failure or delay in the completion of the cybersecurity review procedures or any other non-compliance with the related laws and regulations may result in fines or other penalties, reputational damage as well as legal proceedings or actions against us, which may have material adverse effect on our business, financial condition or results of operations.

On February 17, 2023, the CSRC promulgated the Overseas Listing Trial Measures and relevant five guidelines, which became effective on March 31, 2023. The Overseas Listing Trial Measures comprehensively improve and reform the existing regulatory regime for overseas offering and listing of PRC domestic companies’ securities and regulate both direct and indirect overseas offering and listing of mainland China-based companies’ securities by adopting a filing-based regulatory regime.

According to the Overseas Listing Trial Measures, mainland China-based companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information. The Overseas Listing Trial Measures provides that an overseas listing or offering is explicitly prohibited, if any of the following: (i) such securities offering and listing is explicitly prohibited by provisions in laws, administrative regulations and relevant state rules; (ii) the intended securities offering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance with law; (iii) the domestic company intending to make the securities offering and listing, or its controlling shareholder(s) and the actual controller, have committed relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three years; (iv) the domestic company intending to make the securities offering and listing is currently under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has yet been made thereof; or (v) there are material ownership disputes over equity held by the controlling shareholder(s) or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller.

The Overseas Listing Trial Measures also provides that if the issuer both meets the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies: (i) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by domestic companies; and (ii) the main parts of the issuer’s business activities are conducted in mainland China, or its main place(s) of business are located in mainland China, or the majority of senior management staff in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland China. Where an issuer submits an application for initial public offering to competent overseas regulators, such issuer must file with the CSRC within three business days after such application is submitted. The Overseas Listing Trial Measures also requires subsequent reports to be filed with the CSRC on material events, such as change of control or voluntary or forced delisting of the issuer(s) who have completed overseas offerings and listings.

Based on the facts that (i) we do not operate any entities in mainland China and the operating revenue, total profit, total assets or net assets as documented in JM Group’s audited consolidated financial statements for the most recent fiscal year is accounted for by our Hong Kong subsidiary, JM Manufacturing HK located outside mainland China; (ii) we do not have any equity interest in any manufacturer located in mainland China and vice versa; and (iii) we conduct a majority of our business and are headquartered in Hong Kong rather than in mainland China, and our senior management team are not PRC citizens nor have their residence located inside mainland China, we believe that, it is unlikely that we meet the criteria as set forth in Article 15 of the Overseas Listing Trial Measures, and are currently required to complete the filing procedure with the CSRC or to obtain regulatory approval from the CSRC before JM Group’s Ordinary Shares can be listed in the U.S. However, as the Overseas Listing Trial Measures were newly promulgated and CSRC has the final interpretation right of the Overseas Listing Trail Measures, there exists substantial uncertainty that the CSRC may take a view that is contrary to our understanding of the Overseas Listing Trial Measures because the Overseas Listing Trial Measures adopts the principle of “substance over form” regarding the determination of “indirect overseas offering and listing by a domestic company,” over which the CSRC may have substantial discretions. If we are required to complete the filing procedures with the CSRC in connection with the IPO, we cannot assure you that we will be able to complete such filings in a timely manner, or at all, in the future. Any failure by us to comply with such filing could impact our operations materially and adversely, subject us to order to rectify, warnings and fines, and significantly limit or completely hinder our ability to continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.

As of the date of this Annual Report, on the basis that (i) we currently do not have or intend to set up any subsidiary or VIE structure in mainland China, (ii) we do not have any business operations in mainland China, except that we collaborate with manufacturers located in mainland China to manufacture the products, (iii) none of our clients are located in mainland China, and (iv) we possess personal information of less than 1 million individuals in the PRC (for the purpose of this subsection (iv), including the special administrative regions of Hong Kong and Macau and Taiwan), and do not possess any core data or important data of the PRC or any information which affects or may affect national security of the PRC, we believe, we are currently not required to obtain any permission or approval from the CAC, or other governmental authorities of mainland China to operate our business or to list JM Group’s securities on the U.S. exchanges and to issue securities to foreign investors, nor have we been denied of any permissions or approvals from the authorities of mainland China. Furthermore, we believe that, as of the date of this Annual Report, JM Group is not required to obtain any permission or approval from the governmental authorities of Hong Kong to list on the U.S. exchanges and offer securities and we have obtained all necessary licenses, permissions or approvals including the business registration certificate from the governmental authorities of Hong Kong to operate our business and to the best of our knowledge, no license, permission or approval has been denied.

However, if we (i) do not receive or maintain such permission or approval, should the permission or approval be required in the future by the government of mainland China or Hong Kong, (ii) inadvertently conclude that such permission or approval is not required, or (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permission or approval in the future, we may be unable to obtain such permissions or approvals in a timely manner, or at all, and may face regulatory actions or other sanctions from the CSRC, the CAC or other PRC or Hong Kong regulatory authorities if we fail to fully comply with any new regulatory requirements. Consequently, our operations and financial condition could be materially adversely affected, and JM Group’s ability to offer securities to investors could be significantly limited or completely hindered and the securities currently being offered may substantially decline in value and become worthless.

Although we do not operate our business in mainland China, we are aware that recently, the government of mainland China initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little or no advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Nevertheless, since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. Considering long arm provisions under the current laws and regulations of mainland China, it is also highly uncertain what potential impact such modified or new laws and regulations will have on JM Manufacturing HK’s daily business operations, JM Group’s ability to accept foreign investments and the listing of JM Group’s Ordinary Shares on a U.S. or other foreign exchanges. If there is significant change to current political arrangements between mainland China and Hong Kong, the PRC government intervenes or influences operations of companies operated in Hong Kong like us, or exerts more control through change of laws and regulations over offerings conducted overseas and/or foreign investment in issuers like JM Group, it may result in a material change in our operations and/or the value of the securities JM Group is registering for sale or could significantly limit or completely hinder JM Group’s ability to continue to offer securities to investors and cause the value of JM Group’s Ordinary Shares to significantly decline or become worthless.

Rules for cross-border provision

and examination of auditing records and other materials in connection with overseas securities issuance and listing was released and became effective by the CSRC The government of mainland China may impose more stringent requirement for domestic Chinese companies to share business and accounting records with foreign auditing firms and other securities service institutions, which could significantly limit or completely hinder JM Group’s ability to continue to offer its Ordinary Shares to investors and could cause the value of JM Group’s Ordinary Shares to significantly decline or become worthless.

On February 24, 2023, the CSRC, Ministry of Finance of the PRC, National Administration of State Secrets Protection and National Archives Administration of China promulgated the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies, or the Archives Rules, which took effect on March 31, 2023. Pursuant to the Archives Rules, domestic companies that seek for overseas offering and listing shall strictly abide by applicable laws and regulations of the PRC and the Archives Rules, enhance legal awareness of keeping state secrets and strengthening archives administration, institute a sound confidentiality and archives administration system, and take necessary measures to fulfill confidentiality and archives administration obligations. Such domestic companies shall not leak any state secret and working secret of government agencies, or harm national security and public interest. Furthermore, a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any document and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level. Moreover, a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations. The Archives Rules also stipulate that a domestic company that provides accounting archives or copies of accounting archives to any entities including securities companies, securities service providers and overseas regulators and individuals shall fulfill due procedures in compliance with applicable national regulations. As we are not domestic companies, and do not plan to leak any state secret and working secret of government agencies, or harm national security or public interest in connection with provision of documents, materials and accounting archives, we believe we may not be required to obtain relevant approval or file with the secrecy administrative department in accordance with the Archives Rules with respect to the IPO. However, as the Archives Rules was newly published, there are substantial uncertainties as to the implementation and interpretation, if we are required to perform additional procedures in connection with the provision of accounting archives or other documents, we cannot assure you that we will be able to fulfill such procedures in a timely manner, or even at all. Any failure by us to comply with the Archives Rules may materially adversely affected, our ability to offer securities to investors to become significantly limited or completely hindered.

On August 26, 2022, a Statement of Protocol was signed by the PCAOB, the CSRC and the Ministry of Finance of the PRC governing inspections and investigations of audit firms based in mainland China and Hong Kong. Pursuant to the Statement of Protocol, the PCAOB conducted inspections on select registered public accounting firms subject to the Determination Report in Hong Kong between September and November 2022. On December 15, 2022, the PCAOB board announced that it has completed the inspections, determined that it had complete access to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and voted to vacate the Determination Report. On December 29, 2022, the CAA was signed into law by President Biden. The CAA contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two.

We cannot guarantee that we will be able to obtain any approval or authorization from relevant secret protection regulator or other government authorities in a timely manner, or any such approval or authorization can be obtained at all and if we are required to obtain any approval or authorization. Failure to obtain the necessary approvals or complete the required filings in a timely manner may subject us to fines, penalties or other sanctions, which may have a significant adverse impact on our financial position and operations.

In addition, the Archives Rules take into account the international practice of cross-border audit regulatory co-operation and requires that “on-site inspections should be conducted mainly by CSRC and Chinese regulators, or rely on the inspection results of Chinese regulators” stated in the Regulations on Enhancing Confidentiality and File Management in Relation to Overseas Securities Issuance and Listing published in 2009. The Archives Rules make it clear that the CSRC or Chinese regulators shall provide necessary support through multilateral or bilateral cooperation mechanism for cross-border investigation and examination carried out by overseas securities administrative authorities and regulators on mainland China enterprises seeking overseas listings and security brokers or security service providers providing securities services for such domestic enterprises in respect of their activities relating to such overseas issuance and listings. However, there is no existing tried-and-proved mechanisms for cross-border regulatory cooperation, due to various legal and practical problems.

Although we do not believe that we are currently prohibited from providing its accounting records to our auditor or that we or our auditor would be required to go through any prescribed procedures for approval under current laws and regulations of mainland China, we may be subject to additional compliance requirements in the future. Since the Archive Rules are newly promulgated, and the interpretation and implementation are not very clear, we cannot assure you that we will be able to receive clearance of such regulatory requirements in a timely manner, or at all, in the future. We did not seek such approval or complete such procedure for our IPO. There is the possibility that we inadvertently concluded that such approval or procedure was not required or that we may not be able to obtain or maintain such approval, complete such procedure. If prior approval or procedure was required while we inadvertently concluded that such approval or procedure was not required or if applicable laws and regulations or the interpretation of such were modified to require us to obtain such approval or procedure in the future, we may face regulatory actions or other sanctions from the CSRC or other regulatory authorities of mainland China. Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder JM Group’s ability to continue to offer the Ordinary Shares, cause significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations, and cause the Ordinary Shares to significantly decline in value or become worthless.

It may be difficult for overseas shareholders

and/or regulators to conduct investigations or collect evidence within Hong Kong.

Shareholder claims or regulatory investigations that are common in the United States generally are difficult to pursue as a matter of law or practicality in Hong Kong.

Our principal business operation is conducted in Hong Kong. The Securities and Futures Commission of Hong Kong (the “SFC”) is a signatory to the International Organization of Securities Commissions Multilateral Memorandum of Understanding, which provides for mutual investigatory and other assistance and exchange of information between securities regulators around the world, including the SEC. This is also reflected in section 186 of the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong) (the “SFO”), which empowers the SFC to exercise its investigatory powers to obtain information and documents requested by non-Hong Kong regulators, as well as section 378 of the SFO, which allows the SFC to share confidential information and documents in its possession with such regulators. However, there is no assurance that such cooperation will materialize, or if it does, whether it will adequately address any efforts to investigate or collect evidence to the extent such may be sought by U.S. regulators. In the event that U.S. regulators carry out an investigation on us and there is a need to conduct such investigation, or collect evidence in Hong Kong, U.S. regulators may not be able to carry out such investigation or evidence collection directly in Hong Kong. The inability for US regulators to directly conduct investigations or evidence collection activities in Hong Kong may increase difficulties faced by you in protecting your interests.

You may incur additional costs and procedural

obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against JM Group or its management named in the Annual Report based on Hong Kong laws.

Currently, all of our operations are conducted outside the United States, and all of our assets are located outside the United States. All of JM Group’s directors and officers are Hong Kong residents and a substantial portion of their assets are located in Hong Kong. As such, you may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against JM Group or its management named in the Annual Report. While as judgments entered in the United States can be enforced in Hong Kong under common law, if you want to enforce a judgment of the United States in Hong Kong, it must be a final judgment conclusive upon the merits of the claim, for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts.

We may be affected by the currency peg system

in Hong Kong.

Since 1983, Hong Kong dollars have been pegged to the U.S. dollars at the rate of approximately HK$7.80 to US$1.00. We cannot assure you that this policy will not be changed in the future. If the pegging system collapses and Hong Kong dollars suffer devaluation, the Hong Kong dollar cost of our expenditures denominated in foreign currency may increase. This would in turn adversely affect the operations and profitability of our business.

Risks Related to Our Ordinary Shares

If an active trading market does not develop,

you may not be able to resell JM Group’s Ordinary Shares at or above the price you paid, or at all.

JM Group’s Ordinary Shares is listed on NYSE American under the symbol “JMG”. If an active trading market for JM Group’s Ordinary Shares does not develop after the IPO, the market price and liquidity of JM Group’s Ordinary Shares will be materially adversely affected. You may not be able to sell any Ordinary Shares that you purchase in the IPO at or above the public offering price. Accordingly, investors should be prepared to face a complete loss of their investment.

Although the audit report included in this

Annual Report is prepared by U.S. auditors who are subject to PCAOB inspections on a regular basis, there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection. Furthermore, trading in JM Group’s securities may be prohibited under the HFCA Act if the SEC subsequently determines JM Group’s audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges may determine to delist JM Group’s securities. Furthermore, on June 22, 2021, the U.S. Senate passed the AHFCAA, which would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading.

As an auditor of companies that are registered with the SEC and publicly traded in the United States and a firm registered with the PCAOB, JM Group’s auditor is required under the laws of the United States to undergo regular inspections by the PCAOB to assess their compliance with the laws of the United States and professional standards. The PCAOB is currently unable to conduct inspections without the approval of the PRC government authorities. JM Group’s U.S. auditor is subject to PCAOB inspections on a regular basis, and we have no operations in mainland China. However, if there is significant change to current political arrangements between mainland China and Hong Kong, companies operated in Hong Kong like us may face similar regulatory risks as those operated in mainland China and we cannot assure you that JM Group’s auditor’s work will continue to be able to be inspected by the PCAOB.

As part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular mainland China’s, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of the U.S. Congress which, if passed, would require the SEC to maintain a list of issuers for which PCAOB is not able to inspect or investigate the audit work performed by a foreign public accounting firm completely. The proposed Ensuring Quality Information and Transparency for Abroad-Based Listings on our Exchanges (“EQUITABLE”) Act prescribes increased disclosure requirements for these issuers and, beginning in 2025, the delisting from U.S. national securities exchanges of issuers included on the SEC’s list for three consecutive years, thus reducing the time period for triggering the prohibition on trading. It is unclear if this proposed legislation will be enacted. Furthermore, there have been recent deliberations within the U.S. government regarding potentially limiting or restricting China-based companies from accessing U.S. capital markets. On May 20, 2020, the U.S. Senate passed the HFCA Act, which includes requirements for the SEC to identify issuers whose audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor’s local jurisdiction. The U.S. House of Representatives passed the HFCA Act on December 2, 2020, and the HFCA Act was signed into law on December 18, 2020. Additionally, in July 2020, the U.S. President’s Working Group on Financial Markets issued recommendations for actions that can be taken by the executive branch, the SEC, the PCAOB or other federal agencies and department with respect to Chinese companies listed on U.S. stock exchanges and their audit firms, in an effort to protect investors in the United States. In response, on November 23, 2020, the SEC issued guidance highlighting certain risks (and their implications to U.S. investors) associated with investments in China-based issuers and summarizing enhanced disclosures the SEC recommends China-based issuers make regarding such risks. On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. JM Group will be required to comply with these rules if the SEC identifies JM Group as having a “non-inspection” year (as defined in the interim final rules) under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements described above. Under the HFCA Act, JM Group’s securities may be prohibited from trading on U.S. stock exchanges if JM Group’s auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in JM Group’s Ordinary Shares being delisted. Furthermore, on June 22, 2021, the U.S. Senate passed the AHFCAA, which would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading. On September 22, 2021, the PCAOB adopted a final rule implementing the AHFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the AHFCAA, whether the Board is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On November 5, 2021, the SEC approved the PCAOB’s Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act. Rule 6100 provides a framework for the PCAOB to use when determining, as contemplated under the AHFCAA, whether it is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the AHFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. On December 16, 2021, the SEC announced that the PCAOB designated mainland China and Hong Kong as the jurisdictions where the PCAOB is not allowed to conduct full and complete audit inspections as mandated under the HFCA Act. On August 26, 2022, a Statement of Protocol was signed by the PCAOB, the CSRC and the Ministry of Finance of the PRC governing inspections and investigations of audit firms based in mainland China and Hong Kong. Pursuant to the Statement of Protocol, the PCAOB conducted inspections on select registered public accounting firms subject to the Determination Report in Hong Kong between September and November 2022. On December 15, 2022, the PCAOB board announced that it has completed the inspections, determined that it had complete access to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and voted to vacate the Determination Report. On December 29, 2022, the CAA was signed into law by President Biden. The CAA contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two. JM Group’s auditor is based in the United States, and therefore is not currently subject to the determinations announced by the PCAOB on December 16, 2021. Notwithstanding the foregoing, in the future, if there is any regulatory change or step taken by PRC regulators that does not permit WWC, P.C. to provide audit work papers located in mainland China or Hong Kong to the PCAOB for inspection or investigation, or the PCAOB re-evaluates its determination as a result of any obstruction with the implementation of the Statement of Protocol in the future, the trading in JM Group’s securities may be prohibited under the HFCA Act, ultimately resulting in a determination by a securities exchange to delist our securities. Delisting of JM Group’s Ordinary Shares would force holders of JM Group’s Ordinary Shares to sell their Ordinary Shares. The market price of JM Group’s Ordinary Shares could be adversely affected as a result of anticipated negative impacts of these executive or legislative actions upon, regardless of whether these executive or legislative actions are implemented and regardless of our actual operating performance.

The SEC is assessing how to implement other requirements of the AHFCAA, including the listing and trading prohibition requirements described above. Future developments in respect of increasing U.S. regulatory access to audit information are uncertain, as the legislative developments are subject to the legislative process and the regulatory developments are subject to the rule-making process and other administrative procedures.

The recent joint statement by the SEC and

an act passed by the U.S. Senate and the U.S. House of Representatives, all call for additional and more stringent criteria to be applied to emerging market companies. These developments could add uncertainties to the IPO, business operations, share price and reputation.

U.S. public companies that have substantially all of their operations in China (including in Hong Kong) have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial reporting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud.

On December 7, 2018, the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by the U.S. regulators in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based or having substantial operations in emerging markets including China, reiterating past SEC and PCAOB statements on matters including the difficulty associated with inspecting accounting firms and audit work papers in China and higher risks of fraud in emerging markets and the difficulty of bringing and enforcing SEC, Department of Justice and other U.S. regulatory actions, including in instances of fraud, in emerging markets generally.

On May 20, 2020, the U.S. Senate passed the HFCA Act requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the HFCA Act.

As a result of this scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on JM Group, its offering, business and share price. If JM Group becomes the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend JM Group. This situation will be costly and time consuming and distract our management from developing our growth. If such allegations are not proven to be groundless, we and our business operations will be severely affected and you could sustain a significant decline in the value of our shares.

JM Group’s Ordinary Shares may be

thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

JM Group’s Ordinary Shares may be “thinly-traded”, meaning that the number of persons interested in purchasing JM Group’s Ordinary Shares at or near bid prices at any given time may be relatively small or non-existent. This situation may be attributable to a number of factors, including the fact that JM Group is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if JM Group came to the attention of such persons, they tend to be risk-averse and might be reluctant to follow an unproven company such as JM Group or purchase or recommend the purchase of JM Group’s shares until such time as JM Group became more seasoned. As a consequence, there may be periods of several days or more when trading activity in JM Group’s shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. A broad or active public trading market for JM Group’s Ordinary Shares may not develop or be sustained.

The initial public offering price for JM

Group’s Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile.

The initial public offering price for JM Group’s Ordinary Shares may vary from the market price of its Ordinary Shares following our initial public offering. The financial markets in the United States and other countries have experienced significant price and volume fluctuations in the last few years. If you purchase JM Group’s Ordinary Shares in JM Group’s initial public offering, you may not be able to resell those shares at or above the initial public offering price. We cannot assure you that the initial public offering price of JM Group’s Ordinary Shares, or the market price following our initial public offering, will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time to time prior to our initial public offering. The market price for JM Group’s Ordinary Shares may be volatile and subject to wide fluctuations due to factors such as:

●	the financial projections JM Group may provide to the public,<br>any changes in these projections or our failure to meet these projections;
●	actual or anticipated fluctuations in JM Group’s quarterly<br>operating results;
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●	changes in financial estimates by securities research analysts;
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●	negative publicity, studies or reports;
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●	our capability to catch up with the technology innovations in<br>the industry;
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●	announcements by JM Group or its competitors of acquisitions,<br>strategic business relationships, joint ventures or capital commitments;
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●	addition or departure of key personnel;
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●	fluctuations of exchange rates between the Hong Kong dollar<br>and the U.S. dollar; and
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●	general economic or political conditions in Hong Kong,<br>the PRC and greater Asia region.
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In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of JM Group’s Ordinary Shares.

JM Group does not intend to pay dividends

for the foreseeable future.

JM Group currently intends to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to JM Group’s dividend policy will be made at the discretion of JM Group’s board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

On October 31, 2021, JM Manufacturing HK declared a per share dividend of HKD885 ($113) to its then sole shareholder, Mr. Ting, which was paid in full in a total amount of HKD8,850,000 ($1,130,152) to the shareholder on October 31, 2021; On October 31, 2022, JM Manufacturing HK declared a per share dividend of HKD900 ($115) to its then sole shareholder, Mr. Ting, which was paid in full in a total amount of HKD9,000,000 ($1,149,308) to the shareholder on October 31, 2022. Other than the foregoing, JM Manufacturing HK has no plan to declare or pay any further cash dividends on our capital shares.

If JM Group determines to pay dividends on any of JM Group’s Ordinary Shares in the future, as a holding company, it will be dependent on receipt of funds from its Hong Kong subsidiary, JM Manufacturing HK. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by JM Group.

If securities or industry analysts do not

publish research or reports about JM Group’s business, or if they publish a negative report regarding JM Group’s Ordinary Shares, the price of JM Group’s Ordinary Shares and trading volume could decline.

The trading market for JM Group’s Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about JM Group or its business. We do not have any control over these analysts. If one or more of the analysts who cover JM Group downgrade JM Group, the price of JM Group’s Ordinary Shares would likely decline. If one or more of these analysts cease coverage of JM Group or fail to regularly publish reports on JM Group, JM Group could lose visibility in the financial markets, which could cause the price of JM Group’s Ordinary Shares and the trading volume to decline.

You may face difficulties in protecting

your interests, and your ability to protect your rights through U.S. courts may be limited, because JM Group is incorporated under British Virgin Islands law.

JM Group is a company incorporated under the laws of the British Virgin Islands. JM Group’s corporate affairs are governed by its amended and restated memorandum and articles of association, the BVI Act and the common law of the British Virgin Islands. The rights of shareholders to take action against JM Group’s directors, actions by its minority shareholders and the fiduciary duties of JM Group’s directors to it under the British Virgin Islands law are to a large extent governed by the common law of the British Virgin Islands. The common law of the British Virgin Islands is derived in part from comparatively limited judicial precedent in the British Virgin Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the British Virgin Islands. The rights of JM Group’s shareholders and the fiduciary duties of its directors under the British Virgin Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the British Virgin Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the British Virgin Islands. In addition, British Virgin Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Certain corporate governance practices in the British Virgin Islands, where JM Group was incorporated, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. JM Group is permitted to rely on home country practice with respect to its corporate governance. Although JM Group currently does not intend to rely on home country practice immediately after the initial public offering, it may elect to rely on home country practice in the future. If JM Group chooses to follow the British Virgin Islands’ practice in the future, its shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers. See “— Risks Related to JM Group’sOrdinary Shares — As a foreign private issuer, JM Group is permitted to, and it will, rely on exemptions from certainNYSE corporate governance practices applicable to domestic U.S. issuers. This may afford less protection to holders of ourshares.” on page 34 of this Annual Report.

As a result of all of the above, public shareholders may have more difficulties in protecting their interests in the face of actions taken by JM Group’s management, or members of its board of directors, than they would as public shareholders of a company incorporated in the United States.

As a foreign private issuer,

JM Group is permitted to, and it will, rely on exemptions from certain NYSE corporate governance practices applicable to domestic U.S. issuers. This may afford less protection to holders of our shares.

As a foreign private issuer, JM Group is permitted to take advantage of certain provisions in the NYSE American Company Guide that allow JM Group to follow its home country law for certain governance matters. Certain corporate governance practices in its home country, the British Virgin Islands, may differ significantly from corporate governance listing standards. Currently, JM Group does not plan to rely on any home country practices with respect to its corporate governance. Under the NYSE American Company Guide, it may in the future decide to use the home country practices exemption with respect to some or all of the other corporate governance rules, provided that it discloses the requirements that JM Group is not following and describe the home country practices it is following. However, if JM Group choose to follow home country practices in the future, its shareholders may be afforded less protection than they would otherwise enjoy under the NYSE American corporate governance listing standards applicable to U.S. domestic issuers.

If JM Group cannot continue to satisfy the

continuous listing requirements and other rules of NYSE American, although JM Group is exempt from certain corporate governance standards applicable to US issuers as a Foreign Private Issuer, our securities may be delisted, which could negatively impact the price of JM Group’s securities and your ability to sell them.

In addition, as a public company, in order to maintain JM Group’s listing on NYSE American, JM Group is required to comply with certain rules of NYSE American, including those regarding minimum shareholders’ equity, minimum share price and certain corporate governance requirements. Even if JM Group initially meets the listing requirements and other applicable rules of NYSE American, it may not be able to continue to satisfy these requirements and applicable rules. If JM Group is unable to satisfy NYSE American’s criteria for maintaining our listing, its securities could be subject to delisting.

If NYSE delists JM Group’s securities from trading, JM Group could face significant consequences, including:

●	a limited availability for market quotations for JM Group’s<br>securities;
●	reduced liquidity with respect to JM Group’s securities;
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●	a determination that JM Group’s Ordinary Shares are a<br>“penny stock,” which will require brokers trading in JM Group’s Ordinary Share to adhere to more stringent rules and<br>possibly result in a reduced level of trading activity in the secondary trading market for JM Group’s Ordinary Shares;
---	---
●	limited amount of news and analyst coverage; and
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●	a decreased ability to issue additional securities or obtain<br>additional financing in the future.
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Because our business is conducted in Hong Kong

dollars and the price of JM Group’s Ordinary Shares is quoted in United States dollars, changes in currency conversion rates may affect the value of your investments.

Our business is conducted in Hong Kong, our books and records are maintained in Hong Kong dollars, which is the currency of Hong Kong, and the financial statements that JM Group files with the SEC and provide to its shareholders are presented in United States dollars. Changes in the exchange rate between the Hong Kong dollar and U.S. dollar affect the value of our assets and the results of our operations in United States dollars. The value of the Hong Kong dollar against the United States dollar and other currencies may fluctuate and is affected by, among other things, changes in Hong Kong’s political and economic conditions and perceived changes in the economy of Hong Kong and the United States. Any significant revaluation of the Hong Kong dollar may materially and adversely affect our cash flows, revenue and financial condition. Further, although JM Group’s Ordinary Shares offered by in the IPO are denominated in United States dollars, JM Group will need to convert the net proceeds it receives into Hong Kong dollars in order to use the funds for our business. Changes in the conversion rate between the United States dollar and the Hong Kong dollar will affect that amount of proceeds JM Group will have available for our business.

JM Group has broad discretion in the use

of the net proceeds from the IPO and may not use them effectively.

JM Group’s management will have broad discretion in the application of the net proceeds, including for any of the purposes described in the section entitled “Item 14. Material Modifications tothe Rights of Security Holders and Use of Proceeds -- Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine JM Group’s use of the net proceeds from the IPO, their ultimate use may vary substantially from their currently intended use. The failure by JM Group’s management to apply these funds effectively could harm our business.

JM Group’s pre-IPO shareholders

will be able to sell their shares after completion of the IPO subject to restrictions under Rule 144.

JM Group’s pre-IPO shareholders may be able to sell their Ordinary Shares under Rule 144 after completion of the IPO. Because these shareholders have paid a lower price per Ordinary Share than participants in the IPO, when they are able to sell their pre-IPO shares under Rule 144, they may be more willing to accept a lower sales price than the IPO price. This fact could impact the trading price of the stock. Under Rule 144, before our pre-IPO shareholders can sell their shares, in addition to meeting other requirements, they must meet the required holding period.

There can be no assurance that JM Group

will not be a passive foreign investment company (“PFIC”), for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of JM Group’s Ordinary Shares.

A non-U.S. corporation will be a PFIC for any taxable year if either (1) at least 75% of its gross income for such year consists of certain types of “passive” income; or (2) at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income, or the asset test. Based on JM Group’s current and expected income and assets (taking into account the expected cash proceeds and our anticipated market capitalization following the IPO), JM Group does not presently expect to be a PFIC for the current taxable year or the foreseeable future. However, no assurance can be given in this regard because the determination of whether JM Group is or will become a PFIC is a fact-intensive inquiry made on an annual basis that depends, in part, upon the composition of JM Group’s income and assets. In addition, there can be no assurance that the Internal Revenue Service, or IRS, will agree with JM Group’s conclusion or that the IRS would not successfully challenge JM Group’s position. Fluctuations in the market price of JM Group’s Ordinary Shares may cause JM Group to become a PFIC for the current or subsequent taxable years because the value of JM Group’s assets for the purpose of the asset test may be determined by reference to the market price of JM Group’s Ordinary Shares. The composition of JM Group’s income and assets may also be affected by how, and how quickly, it uses its liquid assets and the cash raised in the IPO. If JM Group were to be or become a PFIC for any taxable year during which a U.S. Holder holds JM Group’s Ordinary Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder and such U.S. Holder may be subject to additional reporting requirements and increased U.S. federal income tax liability. Our status as a PFIC is a fact-intensive determination made on an annual basis. Accordingly, our U.S. counsel expresses no opinion with respect to our PFIC status and also expresses no opinion with regard to our expectations regarding our PFIC status. For a more detailed discussion of the application of the PFIC rules to JM Group and the consequences to U.S. taxpayers if JM Group were or are determined to be a PFIC, see *“Item 10. Additional Information — E. Taxation — PassiveForeign Investment Company.”*beginning on page 99 of this Annual Report.

Item 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

JM Manufacturing HK was incorporated under the law of Hong Kong on June 17, 2016, and our Chairman and Chief Executive Officer, Mr. Ting is the founder. In order to prepare for the IPO, a series of restructure actions have been taken. On May 27, 2024, JM Group was incorporated under the laws of BVI with the sole purpose of being the holding company of JM Manufacturing HK. Upon incorporation, JM Group, JM Manufacturing HK, Mr. Ting and JM Manufacturing HK Minority Shareholders, entered the Share Exchange Agreement. Pursuant to the Share Exchange Agreement, JM Group issued a total of 1,000 ordinary shares to Mr. Ting and the JM Manufacturing HK Minority Shareholders allocated on pro rata basis in proportion to their respective holding of JM Manufacturing HK shares at $1.00 per share in exchange for their transfer of the issued and outstanding 10,000 ordinary shares of JM Manufacturing HK, representing 100% of the issued and outstanding shares of JM Manufacturing HK. As a result, JM Group becomes the holding company of JM Manufacturing HK.

On July 24, 2025, JM Group filed a certificate of amendment to our memorandum and articles of association with the Registrar of Corporate Affairs to increase its authorized shares from 50,000 ordinary hares, par value of $1.00 per share, to 800,000,000 ordinary shares, par value of $0.0000625 per share and effectuated a forward split of all issued and outstanding shares at a ratio of 16000-for-1.

On December 11, 2025, JM Group consummated the IPO of 3,750,000 ordinary shares, par value $0.0000625 per share (each an “Ordinary Share”). The Company completed the IPO pursuant to the Company’s registration statement on Form F-1, as amended (File No. 333-289556) (“F-1”), filed with the Securities and Exchange Commission (the “Commission”), which was declared effective by the Commission on December 9, 2025. A final prospectus dated December 9, 2025 (the “Final Prospectus”) relating to the IPO was filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended. The IPO was priced at a price of $4.00 per share, and the IPO was conducted on a firm commitment basis. The Company has also granted the underwriters a 45-day option to purchase up to an additional 562,500 Ordinary Shares to cover over-allotments, if any (the “Over-Allotment Option”). The Ordinary Shares were approved for listing on the NYSE American on December 9, 2025 and commenced trading under the symbol “JMG” on December 10, 2025.

On December 17, 2025, upon the underwriters’ exercise of the Over-Allotment Option, the Company sold 562,500 Ordinary Shares at a price of $4.00 per share accordingly. As a result, the Company has raised gross proceeds of $17,250,000 in the IPO, including the exercise of the Over-Allotment Option, before deducting underwriting discounts and offering expenses.

Our Corporate Structure

The following diagram illustrates our corporate structure as of the date of this Annual Report:

For details of each shareholder’s ownership, please refer to the beneficial ownership table in the section captioned “Item 7. Major Shareholders and Related PartyTransactions — A. Major Shareholders.”

Dividend Distributions or Assets Transfer among

the Holding Company and Its Subsidiaries

JM Group is permitted under the laws of British Virgin Islands to provide funding to its subsidiaries in Hong Kong through loans or capital contributions without restrictions on the amount of the funds. There are no restrictions or limitation on JM Group’s ability to distribute earnings from its businesses, including subsidiaries, to the U.S. investors.

Our equity structure is a direct holding structure, that is, the overseas entity listed in the U.S., JM Group, directly holds 100% of shares of JM Manufacturing HK, JM Group’s Hong Kong operating entity. Cash is transferred through our organization in the following manner: (i) funds may be transferred from JM Group, the holding company incorporated in the British Virgin Islands to JM Manufacturing HK in the form of capital contributions or shareholder loans, as the case may be; and (ii) dividends or other distributions may be paid by JM Manufacturing HK to JM Group. JM Manufacturing HK is permitted under the laws of Hong Kong to provide funding to JM Group through dividend distribution without restrictions on the amount of the funds or restrictions on foreign exchange. If JM Group intends to distribute dividends to its shareholders, it will depend on payment of dividends from JM Manufacturing HK to JM Group in accordance with the laws and regulations of Hong Kong, and the dividends will be distributed by JM Group to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions. If JM Manufacturing HK incurs debt on its own in the future, the instruments governing such debt may restrict JM Manufacturing HK’s ability to pay dividends, make distribution or transfer funds to JM Group. Subject to the BVI Act and our amended and restated memorandum and articles of association, JM Group’s board of directors may authorize and declare a dividend to shareholders at such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value of JM Group’s assets will exceed its liabilities and JM Group will be able to pay its debts as they become due. There is no further BVI statutory restriction on the amount of funds which may be distributed by us by dividend.

As of the date of this Annual Report, JM Manufacturing HK has distributed dividends as follows: on October 31, 2021, JM Manufacturing HK declared a per share dividend of HKD885 (US$113) to its then sole shareholder, Mr. Ting, which was paid in full in a total amount of HKD8,850,000 (US$1,130,152) to the shareholder on October 31, 2021; On October 31, 2022, JM Manufacturing HK declared a per share dividend of HKD900 (US$115) to its then sole shareholder, Mr. Ting, which was paid in full in a total amount of HKD9,000,000 (US$1,149,308) to the shareholder on October 31, 2022. If JM Group determines to pay dividends on any of its Ordinary Shares in the future, as a holding company, JM Group will be dependent on receipt of funds from JM Manufacturing HK. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by JM Group’s Hong Kong subsidiary, JM Manufacturing HK.

Within our direct holding structure, the cross-border transfer of funds within our corporate Company is legal and compliant with the laws and regulations of the British Virgin Islands and Hong Kong. In the future, cash proceeds from overseas financing activities can be directly transferred to each of the subsidiaries via capital contribution or shareholder loans.

In the reporting periods presented in this Annual Report, no cash and other asset transfers have occurred among the Company and its subsidiaries.

Currently, substantially all of our operations are in Hong Kong. We do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a VIE structure with any entity in mainland China. Since Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, providing Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. The laws and regulations of mainland China do not currently have any material impact on transfer of cash from JM Group to either of its subsidiaries or from either of its subsidiaries to JM Group and the investors in the U.S.

There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HKD into foreign currencies and the remittance of currencies out of Hong Kong.

See “Item 8.Financial Information – A. Consolidated Statements and Other Financial Information – Dividend Policy” on page 93 and “Item 3. Key Information – D. Risk Factors – Risks Related to Our CorporateStructure – JM Group may rely on dividends and other distributions on equity paid by its subsidiary tofund any cash and financing requirements it may have, and any limitation on the ability of JM Group’s subsidiary to makepayments to it could have a material adverse effect on JM Group’s ability to conduct its business.” on page 19 for more information.

Emerging Growth Company Status

As a company with less than US$1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to public companies. These provisions include, but are not limited to:

●	being permitted to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in our SEC filings;
●	not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;
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●	reduced disclosure obligations regarding executive compensation in periodic reports, proxy statements and registration statements; and
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●	exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
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The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We have elected to use the extended transition period under the JOBS Act. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

We will remain an emerging growth company until the earliest of (a) the last day of the fiscal year during which we have total annual gross revenues of at least US$1.235 billion; (b) the last day of our fiscal year following the fifth anniversary of our IPO; (c) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur as of the end of our fiscal year if the market value of our Ordinary Shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

Foreign Private Issuer Status

We are incorporated in the British Virgin Islands, and more than 50% of our issued and outstanding voting securities are not directly or indirectly held by residents of the United States. Therefore, we are a “foreign private issuer,” as defined in Rule 405 under the Securities Act and Rule 3b-4I under the Exchange Act. As a result, we are not subject to the same reporting requirements as U.S. domestic issuers. Under the Exchange Act, we are subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example:

●	we are not required to provide as many Exchange Act reports or provide periodic and current reports as frequently, as a domestic public company;
●	for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;
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●	we are not required to provide the same level of disclosure on certain issues, such as executive compensation;
●	we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;
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●	we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and
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●	we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.
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Corporate Information

JM Group’s principal executive offices are located at Unit 812, 8/F, Harbour Centre Tower 1, 1 Hok Cheung Street, Hung Hom, Kowloon, Hong Kong, and its telephone number is +852 2770 2712. JM Group’s registered office in the British Virgin Islands is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. JM Group maintains a website at https://www.jmgroup-hk.com/.

B. Business Overview

Business Overview

We are a Hong Kong-headquartered sourcing solutions provider. Aimed to promote better lifestyle choices for consumers, we globally source and wholesale a wide array of products that can be broadly classified into eight (8) major categories: (i) sports and outdoor recreation products, including water gun, umbrella, pool volleyball, athletic equipment and accessories, (ii) toys and games, (iii) seasonable décor and party supplies, including interior decorative elements, Christmas tree, and other general festival and event decorative goods, (iv) home and tools, (v) school, office and art supplies, including art and craft, (vi) clothing, shoes and accessories, (vii) personal care products, such as personal care appliance, and (viii) pet products, including pet toys, accessories and decorative goods with pet elements.

In support of our sourcing and trading business, we are committed to offering value-added services to our customers throughout the entire cycle of product creation, development, production and delivery, such as market and industry research, trend analysis, product and packaging design, and quality control and management:

Idea Creation<br><br><br><br><br><br>	From the start, we actively collaborate with our customers in the idea creation stage of product development. Our research and development team periodically performs market and industry research to proactively plan and pitch new product ideas to our customers, or advise our customers on lates product and market trends and to assist in the creation of new product ideas.
Product Design and Development	Once product ideas are created, we work closely with our customers and manufacturers to turn ideas into realities. Our merchandizing team works closely with the manufacturers in the design and manufacturing of prototypes, regularly communicates with customers in the refinements of product design, testing of product functions, design of packaging and labelling, and implementation of production guidelines and requirements. We also assist our customers in the planning of sales and marketing of their products.
Product Manufacturing	Once products are ready to move into the production stage, we help select manufacturer and negotiate purchase orders with the manufacturer, provide product specification, quality, cost, capacity, delivery schedule to the manufacturer for production, and undertake quality control and assurance role for our customers.

Idea Creation

From the start, we actively collaborate with our customers in the idea creation stage of product development. Our research and development team periodically performs market and industry research to proactively plan and pitch new product ideas to our customers, or advise our customers on lates product and market trends and to assist in the creation of new product ideas.

Product Design and Development

Once product ideas are created, we work closely with our customers and manufacturers to turn ideas into realities. Our merchandizing team works closely with the manufacturers in the design and manufacturing of prototypes, regularly communicates with customers in the refinements of product design, testing of product functions, design of packaging and labelling, and implementation of production guidelines and requirements. We also assist our customers in the planning of sales and marketing of their products.

Product Manufacturing

Once products are ready to move into the production stage, we help select manufacturer and negotiate purchase orders with the manufacturer, provide product specification, quality, cost, capacity, delivery schedule to the manufacturer for production, and undertake quality control and assurance role for our customers.

Our customers range from retailers, distributors to wholesalers across regions, including Australia, Hong Kong, Mexico and the United States. Our suppliers are primarily manufacturers producing the products either based on the product design we produce and approved by our customers or based on the design of our customers. Our supplying manufacturers are primarily located in China.

Competitive Strengths

Value-added services enable product personalizationand customization

The ethos of “Customer first” guides the operations of the whole company from the senior management to assistant merchandiser. Leveraging its knowledge of our customers’ businesses and industry trends, and close working relationships with our customer buyers and supplying manufacturers, our merchandise team are in charge of serving customers and are committed to deliver superior and responsive services to our customers.

Apart from traditional product sourcing and trading, we offer value-added services such as conducting market research on product trend, design, packaging, industry outlook and procurement, advising customers on product and packaging design and features, and implementing quality control procedures.

Our internal research and development team compiles market and industry trend analysis and communicates with our merchandising team to share such information with our customers to decide product selection. Additionally, we have the capacity to develop 3D product models or prototypes and present the functionality and design of our designed products to our customers. Such value-added services enable us to personalize and customize the special requests of our customers and help our customers to meet their customers’ demands.

Advanced quality assurance and control

We have established an internal quality assurance and control system to supervise the quality, safety and reliability of the product and packaging design and features. We have flexibility to modify the procedures to meet the needs of our customers while we continue to maintain the level of quality control. We believe that such in-house quality assurance and control procedures facilitate the logistics and delivery of our products.

Furthermore, we have also set up a production management system to monitor the production of our supplying manufacturers and aim to ensure that the products meet our customers’ quality and safety requirements. As our major supplying manufacturers are based in China, our quality control team and/or third-party quality control contractors conduct onsite inspections and personnel training to aim to ensure that the supplying manufacturers adhere to our standard and procedures.

Strong relationship with supplying manufacturerssupporting on-time delivery and favorable production cost

Through years of operations and our expertise in sourcing and trading in our product series specifically seasonal décor and party supplies and toys and games, we have acquainted with the qualifications and credibility of our supplying manufacturers in the respective industries and have developed long-term relationship with those manufacturers who meet the production and safety standard of our customers. Such relationship enables us to negotiate for production and delivery priorities and production discounts.

To facilitate bulk-order production cycle and process of our supplying manufacturers, we make upfront payment for raw materials so that our supplying manufacturers enable to timely procure quality raw materials as requested by our customers.

Market Overview

The majority of our revenue is driven by home and tools, seasonal décor and party supplies, sports and outdoors, and toys and games for the years ended September 30, 2024 and 2025. Our analysis and discussion focused on the current and future development of these sectors.

Home and tools sector

Home and tools sector primarily includes home décor for residential, commercial and hospitality consumers. The discussion below focuses on the home décor market which comprise home furniture, home textiles, flooring, wall décor and lighting.

1.	Global home and tools sector

Based on “Home Décor Market Report by Product Type (Home Furniture, Home Textiles, Flooring, Wall Décor, Lighting and Others), Distribution Channel (Home Décor Stores, Supermarkets and Hypermarkets, Online Stores, and Others) and Region 2024-2032” (“Home Décor Market Report”) published by IMARC Group in 2024, global home décor market size generated US$749.0 billion in 2023 and is estimated to produce US$1,087.5 billion by 2032 at a CAGR of 4.1% from 2024 through 2032. According to the report of “Home-décor Market Research Report Information By Product Type By Application By Region Forecasts till 2032” released by Market Research Future in November 2024, the market size of the worldwide home décor sector in 2023 was US$619.8 billion and is estimated to surge to US$882.1 billion by 2032 at a CAGR of 4.0% from 2024 through 2032. Both researchers predicted that the market size of the home décor market in Asia Pacific will climb significantly by 2032 due to an expected increase in the income levels of individuals and the number of middle-class households.

2.	U.S. home and tools sector

According to its Home Décor Market Report, IMAC Group assessed that North America region primarily the United States continues to dominate the global market of home décor due to a higher portion of middle-class and affluent households in the U.S. who pursue comfortable living condition. In its report “United States Home Décor Market Report and Forecast 2024-2032” released in 2024, Expert Market Research analyzed that the US home décor market produced US$180.62 billion in 2023 and is projected to give rise to US$273.85 billion by 2032 at a CAGR of 4.6% from 2024 through 2032.

3.	Key Market Drivers and Opportunities

Below is a list of major factors that we believe are key market drivers and opportunities for the home and tools sector:

●	Consumers are more health conscious and prefer to home décor products made of less harmful chemical<br>materials such as eco-friendly paints, bamboo, organic cotton and natural lighting. Home décor products designed with ergonomics<br>is gaining popularity.
●	Smart technology enables the integration of energy efficiency, eco-friendly materials, personalizable<br>and customizable design, security features to home decoration products.
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●	e-Commerce portals allow customer to gain access to a wide range of user evaluations and reviews,<br>detailed product description and customizable interior design.
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●	Social media platforms become instrumental for customers to showcase their purchase, design and ideas<br>which impact consumer’s choice and perception of design, quality and trend of home decoration.
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4.	Key Market Restraints
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We believe the following are major factors that restrain the development of the home and tools sector in the near future:

●	Customers tend to reduce their budgets on home décor products during the period of economic uncertainty.
●	While market participants try to meet the increasing demand for home décor products made of eco-friendly materials,<br>they are required to adhere to the relevant stringent safety and environmental regulations which ultimately increases the cost of manufacturing.
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Seasonal décor and party supplies sector

In terms of product type, Market. US, in its report “Global Party Supplies Market Report By Product Type (Balloons, Tableware/Disposable Supplies, Banners & Decorations, Pinatas & Games, Invitations, Party Favors, Candles & Cake Toppers), By Material, By Application, By Distribution Channel, By Region and Companies — Industry segment Outlook, Market Assessment, Competition Scenario, Trends and Forecast 2024-2033” (“Global Party Supplies Market Report”) published in November 2024, identified that party supplies include products and materials used for decorations for weddings, birthdays, corporate events and many other celebrations. Product type of party supplies consists of balloons, banners, themed decorations, invitations, tableware and disposable items.

1.	Global seasonal décor and party supplies market

In its publication of “Party Supplies Market Size by 2032 by Types (Banner, Games, Balloon, Pinatas, Others), By Application Covered (Commercial Use, Residential Use) and Regional Forecast to 2032” (Party Supplies Market Size by 2032”) released in January 2024, Global Growth Insights reported that the worldwide party supplies market size was US$19.83 billion 2023 and is estimated to generate approximately US$21.14 billion and US$24.02 billion in 2024 and 2032, respectively, representing a CAGR of 6.61% during the forecast period.

Market. US in its report “Global Party Supplies Market Report” analyzed that the worldwide party supplies market size is projected to grow from US$13.5 billion in 2023 to US$30.8 billion in 2033 at a CAGR of 8.6% during the forecast period from 2024 to 2033. Among various type of party supplies products, balloons and paper-based materials represented 33% and 35.5%, of the global party supplies market, respectively, in 2023. Residential customers accounted for and brick-and-mortar held 55% and 35.5%, of the entire party supplies market, respectively, in 2023.

2.	U.S. seasonal décor and party supplies market

According to Party Supplies Market Size by 2032, Global Growth Insights indicated that North America especially the U.S. remains the strongest party supplies market globally due to its strong culture of celebrations for birthdays, holidays, weddings and other special occasions. Cognitive Market Research identified in its publication “North America Party Supplies Market Report 2024” issued in September 2024 that the U.S. market share of party supplies industry is approximately US$3.9 billion in 2024 and is forecasted to rise at a growth rate of 7.7% from 2024 to 2031. According to Market.US, such leading position and growth is driven by the high per capita income and disposable income in the United States.

3.	Key Market Drivers and Opportunities

Below is a list of major factors that we believe are key market drivers and opportunities for the seasonal décor and party supplies sector:

●	Desire for personalization, unique design and customization in celebration events is higher.
●	Environmental consciousness grows among customers and demand for eco-friendly and sustainable, biodegradable<br>and recyclable party supplies products such as compostable tableware, reusable decorations and plastic free packaging increases.
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●	Technological advance enables innovation in product design and manufacturing of environmentally friendly<br>party supplies.
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●	E-Commerce platforms allow customer to gain access to a wide range of party supplies particularly<br>personalizable and customizable products and real-time customer’s review.
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●	Social media platforms become instrumental for customers to share their party set-ups and ideas which<br>impact consumer’s choice and perception of design, quality and trend of party supplies.
●	Corporate and governmental events seek professional, themed and premium supplies that promote memorable<br>experience.
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●	Asia Pacific regions is expanding rapidly due to increasing urbanization, higher disposable income, expanding<br>middle-class population and adopting western style celebrations which boost the demand for party supplies.
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4.	Key Market Restraints
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We believe the following are major factors that restrain the development of the seasonal décor and party supplies sector in the near future:

●	Competition becomes fierce as more players enter the party supplies market which led to price and margin<br>pressures.
●	Customers tend to reduce their budgets on discretionary spendings during the period of economic uncertainty.
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●	Disruptions in the supply of raw materials, production process and logistics due to geopolitical instability<br>and global pandemic results in shortage of inventory and lost sales.
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●	Consumer preferences may be fluctuating especially the trend towards biodegradable and eco-friendly products.<br>Market players that have relied on traditional materials and production line may face challenges in adapting to such changes as investment<br>in research and development and production line can be costly and laborious.
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Sports and outdoors sector

As discussed in two research reports of “Global Outdoor Toys Market Size By Product Type, By Age Group, By Material, By sales Channel, By Geographic Scope and Forecast” (“Global Outdoor Toys Market report”) published by Verified Market Research in September 2024 as well as “Global Outdoor Sports Toys Research Market Report: By Product Type (Water Sports Toys, Winter Sports Toys, Team Sports Toys, Motorized Outdoor Toys), By Age Group (Toddlers (0-3 years), Preschoolers (3-5 years), School-aged Children (6-12 years), Teenagers (13-19 years), Adults (20+ years)), By Material (Plastic, Metal, Rubber, Wood, Fabric), By Distribution Channel (Online Retailers, Brick-and-Mortar Stores, Specialty Sporting Goods Stores, Discount Stores, Direct-to-Consumer), By Price Category (Low-Priced (under $50), Mid-Priced ($50-$150), High-Priced (Over $150)) as well as By Regional (North America, Europe, South America, Asia Pacific, Middle East and Africa) — Forecast to 2032” (“Global Outdoor Sports Toys Research Market Report”) released by Wise Guy Reports on August 6, 2024, sports and outdoors sector comprises riding toys, sports toys, water toys, playground equipment, water sports toys, winter sports toys, team sports toys and motorized outdoor toys.

1.	Global sports and outdoors market

According to Global Outdoor Sports Toys Research Market Report published by Wise Guy Reports, the global outdoor sports toy market size was approximately US$10.09 billion in 2023 and is forecasted to increment from US$10.63 billion in 2024 to US$ 16.1 billion in 2032, representing a CAGR of 5.33% over the forecast period (2024-2032).

In its “Global Sports and Outdoor Toys Market Report” issued in 2024, Experts Market Research also analyzed that the market size of global sports and outdoor toys market was roughly US$15.3 billion in 2023 and is predicted to generate around US$23.2 billion by 2032 at a CAGR of 4.6% during 2024-2032.

Moreover, Global Outdoor Toys Market report by Verified Market Research reported that the outdoor toys market size was approximately US$10.0 billion in 2023 and is expected to rise to US$13.69 billion by 2031 at a CAGR 4% over the forecast period (2024-2031).

2.	U.S. sports and outdoors market

Global Outdoor Sports Toys Research Market Report of Wise Guy Reports stated that the outdoor sports toys market size of North America region accounts for approximately US$3.36 billion or 31.6% of the global respective market size in 2024 and continues to prevail in this segment.

3.	Key Market Drivers and Opportunities

Below is a list of major factors that we believe are key market drivers and opportunities for the sports and outdoors sector:

●	Awareness of importance of overall health and development increased especially obesity and health risks<br>keep rising. This led to growing health consciousness among consumers who become aware of the benefits of physical activity to reduce<br>health risks.
●	Technological innovations enable the development and production of outdoor sports toys with eco-friendly,<br>lighter and durable materials, outdoor sports toys with smart features such as built-in sensors, remote switches, app connectivity<br>and gaming components and customization of outdoor sports toys with unique features, design and theme.
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4.	Key Market Restraints
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We believe the following are major factors that restrain the development of the sports and outdoors sector in the near future:

Possible economic downturns can influence consumer spending on discretionary items such as outdoor sports toys.

●	Families tend to reduce discretion spending particularly leisure and entertainment products.
●	Disruption in global supply chain is triggered by price fluctuations, order delays, geopolitical conflicts,<br>tariffs, relocation of suppliers, unreliable order fulfillments and product discontinuations.
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●	More stringent safety and environmental regulations are imposed which increase the cost of manufacturing.
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●	Competition becomes more intense as low-cost producers enter the market.
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Toys and games sector

As discussed in their reports, “Toys and Games Market Report by Product Type (Plush Toys, Infant/Preschool Toys, Activity Toys, Dolls, Games and Puzzles, Ride-Ons, and Others), Distribution Channel (Specialty Stores, Supermarkets and Hypermarkets, Departmental Stores, Online Stores, General Stores) and Region 2024-2032” (“Toys and Games Market Report”) published by IMARC Group in 2024 as well as “Toys and Games Market Size, Share, Growth and Industry Analysis, By Type (Games and Puzzles, Infant and Pre-School Toys, Construction Toys, Dolls and Accessories, Outdoor and Sports Toys, Video Games and Others), By Application (Online Channel and Offline Channel), Regional Insights, and Forecast To 2032” (“Toys and Games Market Size, Share, Growth and Industry Analysis”) produced by Business Research Insights on October 21, 2024, global toys and games sector primarily include games and puzzles, infant and pre-school toys, construction toys, dolls and accessories, outdoor and sports toys, video games, activity games and others.

1.	Global toys and games market

As discussed in Toys and Games Market Report published by IMARC Group, the global toys and games size in 2023 was US$113.5 billion. IMARC Group forecasted that the size of this market sector can rise to US$170.9 billion, representing a CAGR of 4.5% during 2024 through 2032.

Similarly, according to an article “Toys Market Research Report Information by Type (Preschool Toys, Soft Toys and Dolls, Action Toys, Arts and Crafts Toys, Construction Toys, Vehicles and others), Distribution Channel (Store-Based Supermarkets and Hypermarkets, Specialty Stores and others) and (Non-Store-Based) and Region (North America, Europe, Asia-Pacific and Rest of the World)- Forecast till 2032” produced by Market Research Future in November 2024, toys market size was approximately US$190.76 billion 2023 and is projected to US$200.08 billion and US$299.85 billion in 2024 and 2032, respectively. Such ascension represents a CAGR of 5.19% during the forecast period from 2024 through 2032.

2.	US toy market

In accordance with the market insights compiled by Statista in July 2024, the toys and games market in the United States is forecasted to generate approximately US$40.1 billion or 30.9% in 2024 compared to the estimated revenue of the global toys and games market, US$129.5 billion, in the same period. The U.S. toys and games market is projected to be the top player in the worldwide toys and games market in 2024.

The Toy Association reported that the U.S. market size for the total toy industry for 2023 was approximately US$41.0 billion, of which US$28.0 billion represented the U.S. retail sales of toys, according to the statistics performed by Circana’s U.S. Retail Tracking Service. Although the U.S. retail sales of toys in 2023 dropped by 8.0% compared to 2022, the market size of the U.S. retail sales of toys climbed by 25.1% in 2023 compared to 2019.

Further, The Toy Association stated that the Outdoor and Sports Toys, approximately US$4.5 billion of the total U.S. retail toy sales, continues to be the largest category of the U.S. retail toy sales market.

The “Economic Impact of the Toy Industry in the United States, 2024” prepared by John Dunham & Associates for The Toy Association in 2024 mentioned that the toy industry remains a strong industry sector which contributed US$157.5 billion to the U.S. economy and created 667,241 American job opportunities. There have been 3 billion toys sold annually in the United States.

According to the Toys and Games Market Size, Share, Growth and Industry Analysis compiled by Business Research Insights, the market in Northern America especially the United States is diverse due to its heterogeneous demographics and cultural backgrounds. The demand for toys and games extends across various aspect of age groups, ethics and populations which conduces to a vivid and extensive market. Additionally, there is a significant amount of affluent middle-class and household with strong spending power and high demand for child development and education in the United States. This population group earns a higher disposable income level and is often willing to allocate a considerable portion of its budget to discretionary items such as toys and games with educational and innovative features.

Pursuant to its “Toys and Games Market Size, Share & Trends Analysis Report By application (Up to 8 Years, 9-15 Years), By Distribution Channel (Online, Offline), By Product (Preschool Toys, Electronic Games), By Region, and Segment Forecasts, 2024-2030” issued in 2024, Grand View Research cited that toy and game manufacturers are required to comply with the applicable toy safety regulations in the Consumer Product Safety Act and the Consumer Product Safety Improvement Act. Those regulations set forth standards for testing methods as well as chemical and material safety requirements to protect consumers especially children from potential hazards of toys.

3.	Key Market Drivers and Opportunities

Below is a list of major factors that we believe are key market drivers and opportunities for the toys and games sector:

●	Awareness among parents of educational, cultural, and entertainment benefits that toys offer in child<br>development increased

●	Online retail platforms provide a more accessible and convenient way to explore a wide range of toys and<br>games.
●	Social media provides a channel for manufacturers to obtain real time information of consumer trends and<br>preferences such as popularity of characters, themes, play experience, eco-friendly products.
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4.	Key Market Restraints
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We believe the following are major factors that restrain the development of the toys and games sector in the near future:

●	Possible economic downturns can influence consumer spending on discretionary items such as toys and games.<br>Families tend to reduce discretionary spending particularly leisure and entertainment products.
●	Disruption in global supply chain is triggered by price fluctuations, order delays, geopolitical conflicts,<br>tariffs, relocation of suppliers, unreliable order fulfillments and product discontinuations.
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●	More stringent safety and environmental regulations are imposed which increase the cost of manufacturing.
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●	Competition becomes more intense as low-cost producers enter the market.
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Growth Strategy

Continue to expand our product offering andexpand customer groups

Leveraging our accumulated industry experience, in-house technical expertise and customer relationship, we plan to continue to expanding our product offerings of existing product categories and grow new product categories. For example, with our established strong relationship with supplying manufacturers who produce consumables, we plan to expand into the commodity consumables category to offer products such as frozen seafood, natural coconut water and instant cup noodles. With our growing product offering, we believe that we can provide more product variety to our existing customers and grow new sales channels and customer groups.

In addition, we plan to attend more global trade shows in the U.S., Europe, and China to attract more customers. We also plan to develop more demand by engaging third-party sales agents in markets such as Mexico, Spain, Germany and U.S.

Develop our own brand with further improvedsupporting structure

We may consider opportunities to start building our own brands and to enter licensing arrangements to use licensed brands. We have strong internal market research and proprietary product design expertise. We believe we may capitalize this expertise to build our own brands and attract new customers. We will apply for intellectual property protection for our own the know-hows to increase asset value and monetize on our technical skills. Once we complete the initiative of creating our own brands, we will market our brands via social media platforms and partner with retailers for joint marketing campaigns.

To support this further growth, we will hire more qualified talents to further enhance our technical and marketing capabilities. We may also consider setting up new offices for additional sourcing capabilities and showroom space for product exhibits to facilitate customer onsite preview of our product offerings.

Expand our distribution channels

Driven by their convenience, accessibility to price comparison and customer review, and wider product choices, e-commerce platforms have seen significant growth in recent years. Social media plays a vital role in driving sales and becomes a powerful tool for individual and corporate users to share ideas, showcase purchases and attract engagement. We plan to expand our distribution channels with new marketing channels and platforms to meet the consumer demand for online shopping and utilize the influence of social media.

Our Products

Over years of operation, we sourced and wholesaled a wide range of merchandises for retailers, distributors, and brand owners, primarily consisting of eight (8) categories: (i) sports and outdoor recreation products, including water gun, umbrella, pool volleyball, athletic equipment and accessories, (ii) toys and games, (iii) seasonable décor and party supplies, including interior decorative elements, Christmas tree, and other general festival and event decorative goods, (iv) home and tools, (v) school, office and art supplies, including art and craft, (vi) clothing, shoes and accessories, (vii) personal care products, such as personal care appliance, and (viii) pet products, including pet toys, accessories and decorative goods with pet elements.

Toys and games

Toys and games series is the major product category of our business and represented 12.9% and 15% of our total revenue for the years ended September 30, 2025 and 2024, respectively. Our products included in this series comprises moji tub, high bounce putty tub, acoustic guitar, giant water wiggle, neon flexible tract set, basic helicopter, prepack high mist car, building block set, fighting robot, squeeze balloon dog, cowbell, desktop bell, desktop gong, triangle, megaphone, claw machine, dino loop track set, standing football table.

Seasonal décor and party goods

Seasonal décor and party supplies series is another major product category, constituting 16.2% and 20.1% of our total revenue for the years ended September 30, 2025 and 2024, respectively.

Our wide range of seasonal and party goods include, without limitation, Easter, Halloween, and Christmas season decorations, such as bucket, basket, plastic grass, tinsel garland, tinsel and disco wreath, Christmas trees, knit stocking, coir mat, skull candy, candle holder, mascot mask, banner, poly and holiday characters, ornaments, led hanging globe and plastic skeleton/figures.

Sports and outdoors

Our sports and outdoors series contributed to 31.1% and 24.6%, respectively, of our total revenue for the years ended September 30, 2025 and 2024. Our sports and outdoors series include, among others, skateboard, longboard, foldable balance beam, foldable ping pong table, tennis racquet and balls, stepper, plastic tumbler, metal stool, beach set, water gun, badminton set, cloth hammock, retractable net, metal table, sharp shooter, throwing disc, beach bucket set, water blast, folding chair, beach umbrella, beach toy set, flying disc, dollar blast, butterfly net pack, gamer blast, tech blast, backpack blast, metal folding chair, boogie board and so on.

Home and Tools

Our home and tool series comprises a variety of home furniture and tools such as trapezoid PVC bin, coiled lanyard, ceramic pot, table, desk, basket, mirror, hanging shelf, wood crate, chalkboard, tray, cabinet and others. For the years ended September 30, 2025 and 2024, we recognized 5.6% and 6.3% of our revenue from this series, respectively.

Personal care

Personal care products primarily consist of cosmetic brushes, baby and adult diapers, adult incontinence and postpartum underwear, water bottle, shampoo and conditioner. We recognized 6.2% and 5%, from this series for the years ended September 30, 2025 and 2024, respectively.

School, office and art supplies

School, office and art supplies series mainly include crafts and stationery such as desktop draw board, bucket bundle of chalk, portable easel set, color pencils, clipboard, 2-in-1 drawing boarding board, wheat plastic pen, journals, filler paper, bucket bundle chalk set, color pencils, portable double magnetic art easel and lava pen. During the years ended September 30, 2025 and 2024, we generated approximately 2.3% and 3.1%, respectively, of our revenue from this series.

Pet Supply

We sell practical pet supplies. Our main products include: pet wagons and strollers, pet pools, pet houses, other essential supplies. We focus on functional, durable items to make pet life easier. During the years ended September 30, 2025, we generated approximately 0.3% of our revenue from this series.

Clothing, shoes and accessories

Our clothing, shoes and accessories series primarily includes tote bags, suitcases, and fabric. Our sale of clothing, shoes and accessories contributed to 25.5% and 25.8% of our total revenue for the years ended September 30, 2025 and 2024, respectively.

Our Value-added Services

To support our sourcing and wholesale business, we are committed to conducting market research, creating trend guidance, designing and developing new products and packaging, and offering quality management services, which are not independently revenue generating but are critical value-added services integral to our business model.

Market Research and Trend Guidelines

Our research and development team periodically performs market and industry research on product trend and development, product and packaging design, global sales outlook for the current and potential product series, regulatory and compliance requirements. This team also proposes and prepares internal guidelines and product development plan and analysis based on its researches and communicates with our merchandising team for the purpose of planning sales and marketing activities, exploring new product lines, and advising our customers on issues affecting product design, product features and functionality, and product packaging.

Product and Packaging Design and Development

In addition to working with our supplying manufacturers for the production based on the request and specification of our customers, we innovate new design and create prototype of new products and packaging in-house based on the research and analysis performed by our research and development team. Such design and prototypes require approval from our customers and the related IP rights are ultimately owned by our customers.

Quality Management

We have developed internal standard operating procedures (SOPs) and quality management procedures tailored to our business operations to achieve quick product samplings and product launching for customers and quality control, including SOPs concerning the following issues to ensure that we meet thew requests of our customers and comply with relevant regulatory requirements:

●	Design verification
●	Product sample functionality, safety and reliability testing, improvement and correction, determination<br>of product specification and packaging by an engineer
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●	Third-party pre-production laboratory testing and certification
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●	Internal pre-production testing
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●	Individual carton drop test to verify packing resistance reliability to loading and unloading
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●	Carton transit test to verify packing resistance reliability to transportation of the product
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●	Product testing (functionality testing, abuse testing, reliability testing, safety testing)
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●	Aesthetics inspection
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●	Raw material inspection
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●	Mass production inline inspection
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●	Mass production final inspection
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Our Supplying Manufacturers

Close collaboration with our supplying manufacturers specializing in producing merchandises to brand owners and retailers globally is critical to our business operation and success. When selecting and evaluating manufacturers, we consider a number of business factors such as market reputation, quality, cost, production capacity and on-time delivery.

For our manufacturing orders, we typically send our instructions to our supplying manufacturers to produce based on the design approved by our customers as well as product specification, quality, cost, capacity, delivery schedule as requested by our customers.

We usually work with manufacturers that pass our assessment of, among others, quality, production capacity, ability to deliver and cost. Although we have not entered into any long-term contracts with our major manufacturers, we have forged long-term relationships with many of them based on the history of close collaborations.

Our manufacturers are primarily located in mainland China and other countries or regions in East and Southeast Asia, such as Vietnam and Macau. During the year ended September 30, 2025, our supplying manufacturers in mainland China, Hong Kong and Macau, represented 74%, 25.3% and 0.7%, respectively, in terms of our total purchase. During the year ended September 30, 2024, our supplying manufacturers in the People’s Republic of China, Hong Kong, Vietnam, and Macau represented 72.8%, 23.5%, 3.0% and 0.7% respectively, in terms of our total purchase.

Our top five supplying manufacturers accounted for approximately 57% and 48.7% of our total cost of merchandise, respectively, for the years ended September 30, 2025 and 2024. In particular, procurement from two major suppliers accounted for 21% and 15% of our total purchase for the year ended September 30, 2025, respectively, and procurement from two major suppliers accounted for 16% and 11% of our total purchase for the year ended September 30, 2024, respectively. Our major supplying manufacturers are certified by the Business Supply Chain Initiative (BSCI), a nonprofit dedicated to the promotion of sustainable and ethical trade practices, and Customs Trade Partnership Against Terrorism (CTPAT), a voluntary trade partnership program operated by the U.S. Customs and Border Protection (CBP). To optimize profit margin and diversify supply chain, we plan to expand our supplying manufacturer base in Vietnam, Cambodia and Indonesia, especially for our home and tools series as well as school, office and art supplies series.

Sales and Marketing

We develop customer base through referral by customer buyers and one (1) third-party US sales agent. We conduct sales to our corporate customers through our merchandising team and through our third-party U.S. sales agent who sells the products we source to US retailers on our behalf.

We entered into a written contact with our third-party US sales agent in 2022. Pursuant to this contract, our third-party U.S. sales agent has been authorized to market and sell the products to US retailers on our behalf at the product prices we set for commission, and we shall be responsible for providing the necessary promotional marketing materials. The sales agent receives a commission as a percentage of sales generated under the contract, which are payable every six months. The agreement may be terminated at any time by either party. We believe business relationship with our third-party sales agent supplements the sale and marketing of efforts our merchandising team by expanding the out research of our sales network and diversifying our customer base.

Instead of setting up a specialized marketing team, our merchandising team is responsible for the day-to-day marketing work because through pitching customers for product orders, the merchandising team build relationships with customer buyers directly, and therefore they have the advantage of communicating with our sales representatives and customer buyers directly. Established relationships and direct communication can lead to more fruitful marketing.

Typically, after our senior management onboard new customers, our merchandising team are responsible for customer relationship maintenance.

Customers

Our customers are retailers, distributors, and brand owners. For the years ended September 30, 2025 and 2024, our top five customers accounted for 97.1% and 97.4% of our total revenue, respectively.

Our customers are located in the United States, Hong Kong, Mexico and Australia. During the year ended September 30, 2025, sales of our customers in the United States dominated 70.7% of our total sales revenue, followed by customers in Hong Kong, 23.8%, Mexico, 5.5%. During the year ended September 30, 2024, sales of our customers in the United States dominated 72.4% of our total sales revenue, followed by customers in Hong Kong, 24.4%, Mexico, 3% and Australia, 0.2%.

We currently have two major customers: (i) 1616 Holdings, Inc., a major distributor and a wholly-owned subsidiary of the U.S.-based discounted retailer, Five Below (the “1616 Holdings”), in accordance with a vender agreement that we have entered into with Five Below in August 2023 (“Vendor Agreement”, as renewed in 2025). Pursuant to the Vendor Agreement, in consideration of our rights to sell merchandises to Five Below, we have (i) agreed to Five Below to comply with the terms and conditions of Five Below relating to, among others, quality packing, ticketing, delivery, inspection, testing and insurance, (ii) made representations and warranties to Five Below, including among others, complying with the applicable laws, regulations and industry standards, and (iii) agreed with Five Below on the terms relating to product recall; (ii) Harvest Giant Inc. Limited, a textile manufacturing sourcing and procurement company in Hong Kong (the “Harvest Giant”), with which we have no long-term contractual arrangement but rather engage in order-by-order transactions. For the year ended September 30, 2025, sales to 1616 Holdings and Harvest Giant accounted for HKD178,675,524 ($22,963,349), or 66.9%, and HKD64,022,340 ($8,228,141), or 23.8%, of our revenue. For the year ended September 30, 2024, sales to 1616 Holdings and Harvest Giant accounted for HKD151,995,657 ($19,563,623), or 68.7%, and HKD53,878,994 ($6,934,858), or 24.4%.

Competition

We are directly competing with other sourcing and wholesaling companies with design and development capabilities and supplying manufacturers in mainland China and Southeast Asia.

The majority of our revenue was derived from sales to the U.S. markets, while we also generated limited sales in the Hong Kong local markets. We anticipate that customer demand for our toy, gift and household products going forward will be primarily affected by the demand and performance of U.S. and Hong Kong. However, we expect our targeted customer markets to maintain stable growth.

We mainly compete in product quality and research and development capabilities. We believe that we can compete effectively by virtue of our well-established relationship with our customers, which are retailers, distributors and international brand owners, comprehensive technical expertise in product design and development capabilities, integrated collaboration process with our customers, and strong quality assurance system.

Intellectual Property

As of the date of this Annual Report, we do not have any registered trademarks or patents. JM Manufacturing HK registered the domain name of https://www.jmgroup-hk.com/.

Where our supplying manufacturers produce products based upon the design of our customers, the patents and other intellectual property rights associated with such design are owned by our customers.

Employees

As of September 30, 2025, we had 20 employees.

Our success depends on our ability to attract, retain and motivate qualified employees. As part of our human resource strategy, we offer employees a dynamic work environment, competitive salaries, performance-based cash bonuses and other incentives. As a result, we have generally been able to attract and retain qualified personnel and maintain a stable core management team.

All of our employees are based in Hong Kong. We entered into standard employment, confidentiality and non-compete agreements with our employees. As required by Hong Kong laws and regulations, we participate in mandatory provident fund plans and maintain employees’ compensation insurance.

None of our employees are currently represented by labor unions. We believe that we maintain good working relationship with our employees and we have not experienced any material labor disputes.

Facilities

Our principal executive office is a 6,597 square feet leased property located at No. 1 Hok Cheung Street, Kowloon, Hong Kong. Pursuant to the Lease Agreement, the lease term is for 14 months, from May 16, 2025 to July 15, 2026 and the monthly rent is HKD 43,500 (US$5,590) for the first two months, and HKD87,000 (US$11,181) for the remaining 12 months.

The operating lease expenses amounted to HKD1,438,004 (US$184,812) for the year ended September 30, 2025, and amounted to HKD1,510,280 (US$194,391) for the year ended September 30, 2024.

Legal Proceedings

Spin-balls LLC, a Florida-based toy developer, filed a case in the U.S. Federal District Court for the Southern District of Florida on December 1, 2023 against several defendants, including the Company, alleging patent infringement, trade dress infringement and unfair competition in violation of the laws of the United States and the State of Florida. Damages are unspecified. The case was settled, and settlement payment was paid by the Company in July 2024, and subsequently the Company claimed the amount HKD4,456,253 (US$573,572) with its supplier.

Except as disclosed above, from time to time, we are subject to legal proceedings, investigations and claims incidental to the conduct of our business. We are not currently a party to any legal proceeding or investigation which, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition or results of operations.

Governmental Regulations

Our operations are subject to numerous laws of Hong Kong, as well as those of other countries where our products are sold to, and regulations in a number of areas including, but not limited to, areas of labor and employment, immigration, advertising, e-commerce, tax, import and export requirements, data privacy requirements, anti-competition, and environmental, health, and safety. We believe that as of the date of this Annual Report, we have obtained all necessary licenses, permissions or approvals including the business registration certificate from the governmental authorities of Hong Kong to operate our business and to the best of our knowledge, no license, permission or approval has been denied.

The following table provides details on the licenses, permissions or approvals held by JM Group’s Hong Kong subsidiary JM Manufacturing HK.

License/permit/approval	Issuing authority	Commencement date	Expiry date
Business Registration Certificate	Inland Revenue Department	June 17, 2025	June 16, 2026

Regulations Related to our Business Operations

in Hong Kong

JM Manufacturing HK is JM Group’s wholly-owned subsidiary established in Hong Kong through which JM Group conducts its operations. As of the date of this Annual Report, there was no statutory or mandatory licensing and qualification system in Hong Kong governing the design, development and sourcing of personal care electrical appliances.

Below sets out a summary of certain aspects of the Hong Kong laws and regulations which are relevant to our operation and business.

Business Registration Ordinance (Chapter 310of the Laws of Hong Kong)

The Business Registration Ordinance requires every person carrying on any business to make an application to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business within one month after the commencement of business. The Commissioner of Inland Revenue must register each business for which a business registration application is made and as soon as practicable after the prescribed business registration fee and levy are paid and issue a business registration certificate or branch registration certificate for the relevant business or the relevant branch, as the case may be. Any person who fails to apply for business registration shall be guilty of an offence and shall be liable to a fine of HK$5,000 and to imprisonment for 1 year.

Personal Data (Privacy) Ordinance (Cap. 486)of Hong Kong), or the PDPO

The PDPO protects the privacy interests of living individuals in relation to personal data. The PDPO covers any automated and non-automated data relating directly or indirectly to a living individual and applies to both public and private bodies as data users that control the collection, holding, processing or use of personal data. Data users are obliged to comply with the requirements of the six data protection principles (the “Data Protection Principles”) contained in Schedule 1 to the PDPO. The PDPO provides that a data user shall not do an act, or engage in a practice, that contravenes a Data Protection Principle unless the act or practice, as the case may be, is required or permitted under the PDPO. The six Data Protection Principles are:

●	Principle 1 — purpose and manner of collection of personal data;
●	Principle 2 — accuracy and duration of retention of personal data;
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●	Principle 3 — use of personal data;
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●	Principle 4 — security of personal data;
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●	Principle 5 — information to be generally available; and
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●	Principle 6 — access to personal data.
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In general, the personal data shall be lawfully and fairly collected and steps should be taken to ensure that the data subject is explicitly or implicitly informed on or before collecting the data. Personal data should also be accurate, up-to-date and kept no longer than necessary while unless with the consent from the data subjects. Personal data should be used for the purposes for which they were collected or a directly related purpose.

Non-compliance with a Data Protection Principle may lead to a complaint to the Privacy Commissioner for Personal Data (the “Privacy Commissioner”), which is the governing body to promote, administer and oversee the enforcement of the PDPO. The Privacy Commissioner may serve an enforcement notice to direct the data user to remedy the contravention and/or instigate prosecution actions. A data user who contravenes an enforcement notice commits an offense which may lead to a fine and imprisonment.

The PDPO also gives data subjects certain rights,inter alia:

●	the right to be informed by a data user whether the data user holds personal data of which the individual<br>is the data subject;
●	if the if the data user holds such data, to be supplied with a copy of such data; and
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●	the right to request correction of any data they consider to be inaccurate.
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The PDPO criminalizes, including but not limited to, the misuse or inappropriate use of personal data in direct marketing activities, non-compliance with a data access request and the unauthorized disclosure of personal data obtained without the relevant data user’s consent. An individual who suffers damage, including injured feelings, by reason of a contravention of the PDPO in relation to his or her personal data, may seek compensation from the data user concerned.

Employment Ordinance (Chapter 57 of theLaws of Hong Kong), or the EO

The Employment Ordinance (Chapter 57 of the Laws of Hong Kong) is an ordinance enacted for, amongst other things, the protection of the wages of employees and the regulation of the general conditions of employment and employment agencies. Under the EO, an employee is generally entitled to, amongst other things, notice of termination of his or her employment contract; payment in lieu of notice; maternity protection in the case of a pregnant employee; not less than one rest day in every period of seven days; severance payments or long service payments; sickness allowance; statutory holidays or alternative holidays; and paid annual leave of up to 14 days depending on the period of employment.

Employees’ Compensation Ordinance (Chapter 282of the Laws of Hong Kong), or the ECO

The Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) is an ordinance enacted for the purpose of providing for the payment of compensation to employees injured in the course of employment.

The ECO establishes a no-fault and non-contributory employee compensation system for work injuries and lays down the rights and obligations of employers and employees in respect of injuries or death caused by accidents arising out of and in the course of employment, or by prescribed occupational diseases. That is to say, if an employee sustains an injury or dies as a result of an accident arising out of and in the course of his employment, his employer is generally liable to pay compensation even if the employee might have committed acts of faults or negligence when the accident occurred. Similarly, an employee who suffers incapacity arising from an occupational disease or dies from an occupational disease is entitled to receive the same compensation as that payable to employees injured in occupational accidents. The employer must report to the Commissioner for Labour any work accident resulting in the aforesaid injury, incapacity or death in accordance with section 15 of the ECO.

As stipulated by the ECO, no employer shall employ any employee in any employment unless there is in force in relation to such employee a policy of insurance issued by an insurer for an amount not less than the applicable amount specified in the Fourth Schedule of the ECO in respect of the liability of the employer. According to the Fourth Schedule of the ECO, the insured amount shall be not less than HKD100,000,000 (approximately $12,900,000) per event if a company has no more than 200 employees. Any employer who contravenes this requirement commits a criminal offence and is liable on conviction to a fine and imprisonment. An employer who has taken out an insurance policy under the ECO is required to display a prescribed notice of insurance in a conspicuous place on each of its premises where any employee is employed.

Mandatory Provident Fund Schemes Ordinance(Chapter 485 of the Laws of Hong Kong), or the MPFSO

The Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) is an ordinance enacted for the purposes of providing for the establishment of non-governmental mandatory provident fund schemes, or the MPF Schemes. Section 7 of the MPFSO requires every employer of an employee of 18 years of age or above but under 65 years of age to take all practical steps to ensure the employee becomes a member of a registered MPF Scheme within the first 60 days of employment. Subject to the minimum and maximum relevant income levels, it is mandatory for both employers and their employees to contribute 5% of the employee’s relevant income to the MPF Scheme. Any employer who contravenes the requirement of enrolling eligible employees in a registered MPF Scheme or the requirement of paying mandatory contributions to the MPF Schemes commits a criminal offence and is liable on conviction to a fine and imprisonment.

Minimum Wage Ordinance (Chapter 608 ofthe Laws of Hong Kong), or the MWO

The Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong) provides for a prescribed minimum hourly wage rate (currently at HK$42.1 per hour) during the wage period for every employee engaged under a contract of employment under the EO. Any provision of the employment contract which purports to extinguish or reduce the right, benefit or protection conferred on the employee by the MWO is void pursuant to section 15 of the MWO.

Failure to pay minimum wage amounts to a breach of the wage provisions under EO. An employer who willfully and without reasonable excuse fails to pay wages to an employee when it becomes due commits a criminal offence and is liable on conviction to a fine and imprisonment.

Independent contractors

Under the Hong Kong laws, a worker may be categorized as either an independent contractor or an employee. There are several important factors to distinguish an employee from an independent contractor, among others, (i) control over work procedures, working time and method; (ii) ownership and provision of work equipment, tools and materials; and (iii) whether the person is free to hire helpers to assist in the work. A company is generally not liable to take up employer’s obligations under the EO, the ECO, the MWO and the MPFSO in respect of its independent contractors.

Inland Revenue Ordinance (Chapter 112of the Laws of Hong Kong), or the IRO

The Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong) regulates taxes on property, earnings and profits in Hong Kong. The IRO provides that every person including corporations, partnerships, trustees and bodies of persons, carrying on any trade, profession or business in Hong Kong are liable for tax on all profits (excluding profits arising from the sale of capital assets) arising in or derived from Hong Kong from such trade, profession or business. Under the IRO, where an employer commences to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than three months after the date of commencement of such employment. Where an employer ceases or is about to cease to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than one month before such individual ceases to be employed in Hong Kong.

The IRO further provides, among other things, that profits tax is payable by corporations carrying on a trade, profession or business in Hong Kong on the assessable profits arising in or derived from Hong Kong at the standard rate, which is on the date hereof fixed at 8.25% on assessable profits up to HK$2,000,000 and 16.5% on any part of assessable profits over HK$2,000,000.

Consumer Goods Safety Ordinance (Chapter 456of the Laws of Hong Kong), or the CGSO

The Consumer Goods Safety Ordinance (Chapter 456 of the Laws of Hong Kong) imposes a duty on manufacturers, importers and manufacturers of certain consumer goods to ensure that the consumer goods they supply are safe and for incidental purposes.

The Company’s products are regulated by the CGSO and the Consumer Goods Safety Regulation (Cap. 456A, Laws of Hong Kong) (the “Consumer Goods Safety Regulation”).

Section 4(1) of the CGSO requires consumer goods to be reasonably safe having regard to all of the circumstances including the manner in which, and the purpose for which the products are presented, promoted or marketed, the use of any mark in relation to the products, instructions and warnings given for the keeping or use of the products, reasonable safety standards published by a standards institute or other similar bodies and the existence of any reasonable means to make the products safer.

According to section 2(1) of the Consumer Goods Safety Regulation, where consumer goods on their packages are marked with, or where any labels affixed to or any documents enclosed in their packages contain, any warning or caution regarding the safe keeping, use, consumption or disposal, such warning or caution shall be in both the English and the Chinese languages. Such warnings and cautions, as required by section 2(2) of Consumer Goods Safety Regulation, shall be legible and be placed in a conspicuous position on (a) the consumer goods; (b) any package of the consumer goods; (c) a label security affixed to the package; or (d) a document enclosed in the package.

Electrical Products (Safety) Regulation (Chapter 406Gof the Laws of Hong Kong)

It is a requirement under the Electrical Products (Safety) Regulation (Chapter 406G of the Laws of Hong Kong) that electrical products which are designed for household use and supplied in Hong Kong shall comply with certain safety requirements and obtain recognized certificates of safety compliance.

Occupational Safety and Health Ordinance (Chapter 509of the Laws of Hong Kong), or the OSHO

The Occupational Safety and Health Ordinance (Chapter 509 of the Laws of Hong Kong) aims to ensure the safety and health of employees when they are at work. Under the OSHO, an employer must ensure the safety and health of his workplace by (i) providing and maintaining plant and work systems that are safe and without risks to health, (ii) making arrangement for ensuring safety and health in connection with the use, handling, storage or transport of plant or substances, (iii) providing all necessary information, instruction, training and supervision for ensuring safety and health, (iv) providing and maintaining safe access to and egress from the workplace, and (v) providing and maintaining a safe and healthy work environment provided the workplace is under the employer’s control. The Commissioner for Labour may serve improvement notices on an employer or an occupier of the workplace against contravention of the OSHO, or suspension notices against an activity or condition or use of workplace where there is an imminent risk of death or serious bodily injury. An employer who fails to comply with the above may be liable on conviction to a fine and imprisonment, if he did so intentionally, knowingly or recklessly.

Occupational Safety and Health Regulation (Chapter 509Aof the Laws of Hong Kong)

The Occupational Safety and Health Regulation (Chapter 509A of the Laws of Hong Kong) further sets out basic requirements for accident prevention, fire precaution, workplace environment control, hygiene at workplaces, first aid, as well as what employers and employees are expected to do in manual handling operations.

Tortious Duty Under Common Law

Apart from contractual liability, under common law, manufacturers, distributors and retailers of products also owe a duty of care to consumers and may be liable for damage resulting from defects in goods caused by their negligent acts or for any fraudulent misrepresentation made in the distributing and selling of goods. Where a manufacturer, distributor and retailer knows or reasonably believes that the products may be defective, he may have to cease to supply such goods and to give warning and instructions to persons to whom the products are supplied. Any person who undertakes to design, import or supply a product, and who negligently performs his work and causes damage to another person or property, will also attract civil liability.

Trade Description Ordinance (Chapter 362of the Laws of Hong Kong), or the TDO

The Trade Descriptions Ordinance (Chapter 362 of the Laws of Hong Kong) prohibits false trade descriptions, false, misleading or incomplete information, false statements, etc., in respect of goods offered in the course of trade. Therefore, all of the products sold by the Company are required to comply with the relevant provisions therein. Section 2 of the TDO provides, inter alia, that “trade description” in relation to goods means an indication, direct or indirect, and by whatever means given, of certain matters (including quantity, method of manufacture, composition, fitness for purpose, availability, compliance with a standard specified or recognized by any person, price, their being of the same kind as goods supplied to a person, price, place or date of manufacture, production, processing or reconditioning, person by whom manufactured, produced, processed or reconditioned, etc.), with respect to any goods or parts of the goods; and in relation to services means an indication, direct or indirect, and by whatever means given, of certain matters (including nature, scope, quantity, fitness for purpose, method and procedures, availability, the person by whom the service is supplied, after-sale service assistance, price etc.).

Section 7 of the TDO provides that no person shall in the course of trade or business apply a false trade description to any goods or sell or offer for sale any goods with false trade descriptions applied thereto. Section 7A of the TDO provides that a trader who applies a false trade description to a service supplied or offered to be supplied to a consumer, or supplies or offers to supply to a consumer a service to which a false trade description is applied, commits an offence.

Sections 13E, 13F, 13G, 13H and 13I of the TDO provide that a trader who engages in relation to a consumer in a commercial practice that (a) is a misleading omission; or (b) is aggressive; (c) constitutes bait advertising; (d) constitutes a bait and switch; or (e) constitutes wrongly accepting payment for a product, commits an offence.

A person who commits an offence under sections 7, 7A, 13E, 13F, 13G, 13H or 13I shall be subject, on conviction on indictment, to a fine of HK$500,000 and to imprisonment for 5 years, and on summary conviction, to a fine at HK$100,000 and to imprisonment for 2 years.

Trade Marks Ordinance (Chapter 559 ofthe Laws of Hong Kong), or the TMO

The Trade Marks Ordinance (Chapter 559 of the Laws of Hong Kong) provides for the registration of trademarks, the use of registered trademarks and connected matters. Hong Kong provides territorial protection for trademarks. Therefore, trademarks registered in other countries or regions are not automatically entitled to protection in Hong Kong. In order to enjoy protection by the laws of Hong Kong, trademarks must be registered with the Trade Marks Registry of the Intellectual Property Department under the Trade Marks Ordinance and the Trade Marks Rules (Chapter 559A of the Laws of Hong Kong) (the “Trade Marks Rules”).

According to section 10 of the TMO, a registered trademark is a property right acquired through due registration under such ordinance. The owner of a registered trademark is entitled to the rights provided by the ordinance.

By virtue of section 14 of the TMO, the owner of a registered trademark is conferred exclusive rights in the trademark. The rights of the owner in respect of the registered trademark come into existence from the date of the registration of the trademark. According to section 48 of such ordinance, the registration date is the filing date of the application for registration.

Subject to the exceptions in section 19 to section 21 of the TMO, any use of the trademark by third parties without the consent of the owner is an infringement of the trademark. Conducts which amount to infringement of the registered trademark are further specified in section 18 of the same ordinance.

Sale of Goods Ordinance (Chapter 26 ofthe Laws of Hong Kong)

The Sale of Goods Ordinance (Chapter 26 of the Laws of Hong Kong) provides, inter alia, that where a seller sells goods in the course of a business, there is an implied condition that (a) where the goods are purchased by description, the goods must correspond with the description; (b) the goods supplied are of merchantable quality; and (c) the goods must be fit for the purpose for which they are purchased. Otherwise, a buyer has the right to reject defective goods unless he or she has a reasonable opportunity to examine the goods.

C. Organizational Structure

See “Item 4. Informationon the Company – A. History and Development of the Company.”

D. Plant and Equipment

See “Item 4. Informationon the Company – B. Business Overview – Facilities.”

Item 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussionand analysis should be read in conjunction with our consolidated financial statements, which have been prepared in accordance with GAAP,included elsewhere in this Annual Report. In addition to historical consolidated financial information, the following discussion containsforward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussedin the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewherein this Annual Report, particularly in “Risk Factors” and elsewhere in this Annual Report.

Overview

Leveraging our expertise in the gifts, toys, and household products industry, we aim to promote consumer lifestyles. Through wholly-owned subsidiary of JM Group Limited (“JM”) in Hong Kong, JM Manufacturing (HK) Limited (“JM Manufacturing HK”), we primarily engage in sourcing and trading of a variety of products, including without limitation, sports and outdoors, clothing, shoes and accessories, seasonal décor and party supplies, toys and games and other products. Additionally, we provide product design and development collaboration as a value-added service for our customers. Our customers range from retailers, distributors to wholesalers across regions, including Australia, Hong Kong, Mexico and the United States. Having commenced operations in 2016, we have accumulated over nine years of experience in the industry.

Over years of operation, we sourced and wholesaled a wide range of gifts, toys, household products, and other product that can be broadly classified into eight (8) major categories: (i) sports and outdoor recreation products, including water gun, umbrella, pool volleyball, athletic equipment and accessories, (ii) toys and games, (iii) seasonable décor and party supplies, including interior decorative elements, Christmas tree, and other general festival and event decorative goods, (iv) electronics, including electronic toys and automotive battery; (v) home and tools, (vi) school, office and art supplies, including art and craft, (vii) clothing, shoes and accessories, (vii) personal care products, such as personal care appliance, and (viii) pet products.

Our revenue increased from HKD119,097,976 for the year ended September 30, 2023, to HKD221,238,043 (US$ 28,475,930) for the year ended September 30, 2024, representing an increase of 85.8%, which was primarily due to increased sales demand, especially in sports, outdoors and personal care products.

Our revenue increased from HKD221,238,043 for the year ended September 30, 2024, to HKD269,387,554 (US$34,621,645) for the year ended September 30, 2025, representing an increase of 21.8%. The increase is primarily due to higher order volumes from our major U.S. customers as procurement was accelerated in response to global trade policy uncertainty, expanded sourcing across multiple Asian manufacturing locations, and higher average selling prices reflecting increased supplier and logistics costs. U.S. import tariffs are borne by the JM’s customers as importers of record and did not directly impact the JM’s revenue recognition. Despite the challenging external trading environment, the Group achieved revenue growth through supply chain adjustments and by meeting customers’ advanced purchase needs, enabling the Company to emerge stronger and sustain long-term growth.

With continuous revenue growth, our gross profit margin also remained well within the expected range of 14.17% to 14.68%. This resilience is supported by strategic investments, market adaptations, and external economic conditions. It is crucial to consider various metrics and indicators beyond just revenue to understand the overall health and growth trajectory of the business.

Key Factors that Affect Results of Operations

Our results of operations have been and will continue to be affected by a number of factors, including those set out below:

Competition from other sellers in the market

The gifts, toys, and household products sourcing market are relatively fragmented and competitive. We primarily compete with other sourcing companies in the industry and indirectly compete with manufacturers based in Southeast Asia. We compete based on our product quality, research and development capabilities, established customer relationships and our experienced management team. Our current and future competitors may have longer operating histories, larger and more established customer bases, better manufacturer relationships, better supply chain capabilities, or greater financial, technical, or marketing resources than we do. Competitors may leverage their experience and resources to compete with us in a variety of ways, including investing more heavily in sales and marketing, adopting more aggressive pricing strategies, and making acquisitions for the expansion of their products. There can be no assurance that we will be able to compete successfully against current or future competitors, and such competition may have a material adverse impact on our business, financial condition, and results of operation.

Our ability to retain existing customers

and attract new customers

Our success depends on our ability to maintain good relationships with our existing customers and increase sales to them over time, as a significant amount of current net revenue is generated from sales to a limited number of existing customers. If we are unable to satisfy our existing customer needs in terms of product quality or service level, our business transactions with our customers may decline, and our operating results and financial conditions would be adversely impacted in a material manner.

In addition, our future success depends in part on our ability to attract new customers and continue to expand our customer base. In order to attract new customers, we must increase our investment in sales and marketing functions across markets and recruit the right talent to drive the expansion efforts. Such investment and recruitment activities may not necessarily yield an increase in revenue, and even if they do, the expenses we will incur may more than offset any increase in revenue, which would harm our business, financial condition, and growth prospects.

Our ability to manage costs of raw materials

or transportation

Changes in the costs of raw materials or transportation indirectly affect our cost structure. Any increase in production costs may be passed on to us, but we might not be able to pass on all or any part of the subsequent increase in costs to our customers, which may have a material adverse effect on our financial performance. We do not have long-term contracts with third-party contract manufacturers and raw material vendors. We usually enter into fixed-price contracts with vendors and agree on raw materials pricing concurrently with our acceptance of each customer order, but in some cases a short time gap may be inevitable. Where market forces drive up raw material costs, we may from time to time fail to negotiate price terms that are advantageous to us and hence put pressure on our profit margin.

A downturn in general economic conditions

Majority of our revenue was derived from sales to the US consumer market, with future expansion strategies into the Europe and Asia market. In recent years, the global economic indicators have shown mixed signs, and the future growth of the economies is subject to many factors beyond our control. A downturn in the economy could adversely impact consumer purchases of discretionary items such as gifts, toys, and household products. Factors that could affect consumers’ willingness to make such discretionary purchase include general business conditions, levels of employment, interest rates and tax rates, the availability of consumer credit, and consumer confidence in future economic conditions. In the event of an economic downturn, we could experience lower than expected net sales, which could force us to delay or slow down our growth strategy and have a material adverse effect on our business, financial condition, profitability, and cash flow.

Exposure to U.S. trade policies and import tariffs

A significant portion of our revenue is derived from sales to customers located in the United States. From time to time, the U.S. government has implemented, and may continue to implement, import tariffs and other trade-restrictive measures on goods manufactured in certain jurisdictions. Such measures are generally imposed at the point of importation into the United States and are borne by the importer of record, which in most cases is our customer.

Although we do not act as the importer of record and do not directly bear U.S. customs duties or tariffs, the imposition or expansion of such tariffs may increase our customers’ landed costs, which could, over time, adversely affect their demand for our products, lead to order delays or reductions, or result in increased pricing pressure on our products.

Tariff uncertainty may lead to volatility

in customer ordering patterns

Uncertainty arising from changes in U.S. trade policies and tariff regimes may cause our customers to alter their procurement and inventory management strategies. In certain periods, customers may accelerate or front-load purchases to mitigate the impact of anticipated tariff increases, while in other periods, customers may reduce or defer orders in response to higher costs or macroeconomic uncertainty.

Such changes in ordering behavior may result in revenue volatility between periods and may make it more difficult for us to forecast demand, manage inventory, and plan sourcing activities effectively.

Economic, political and social conditions

in mainland China and Hong Kong, as well as its government policies, laws and regulations

Our key operations are in Hong Kong. However, due to the long arm provisions under the current laws and regulations of mainland China, the PRC government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time with little or no advance notice, which could result in a material change in our operations and/or the value of JM Group Limited’s Ordinary Shares. Accordingly, our business, prospects, financial condition, and results of operations may be influenced to a significant degree by the political, economic, and social conditions in the PRC generally and by the continued economic growth in mainland China as a whole. Accordingly, our results of operations and prospects are, to a significant degree, subject to economic, political, and legal developments in the PRC.

Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems.” However, there is no assurance that there will not be any changes in the economic, political, and legal environment in Hong Kong in the future. Since our operation is based in Hong Kong, any change of such political arrangements may pose immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial positions.

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”).

Principles of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiary, JM Manufacturing HK. All inter-company transactions have been eliminated upon consolidation.

Use of estimates and assumptions

The preparation of 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 and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant estimates required to be made by management include, but are not limited to, the valuation of accounts receivable, useful lives of property and equipment, the recoverability of long-lived assets and implicit interest rate of operating leases. Actual results could differ from those estimates.

Risks and uncertainties

Economic and political risks

The Company’s operations are mainly conducted in Hong Kong. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in Hong Kong.

The Company’s operations in Hong Kong are subject to special considerations and significant risks. These include risks associated with, among others, the political, economic, and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in Hong Kong, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

Liquidity Risk

Our accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP which contemplates continuation of the Company on a going concern basis. The going concern basis assumes that assets are realized, and liabilities are settled in the ordinary course of business at amounts disclosed in the consolidated financial statements. The Company’s ability to continue as a going concern depends upon its ability to sell its customized products in the US to generate positive operating cash flows. As of September 30, 2025, the Company’s working capital deficit was HKD22,335,867 (US$2,870,602). This factor raises substantial doubt as to whether the Company will be able to continue as a going concern. Management’s plans to address these conditions include raising additional funds through a private or public offering, negotiating extended credit terms with suppliers, and requesting prepayments or milestone-based payments from customers.

As of December 11, 2025, the Company completed its initial public offering, pursuant to which it raised gross proceeds of approximately US$17.25 million. The proceeds were primarily used to support working capital and general corporate purposes and to strengthen the Company’s liquidity position.

Inflation Risk

Management monitors changes in price levels. Historically, inflation has not materially impacted the Company’s consolidated financial statements; however, significant increases in the price of raw materials and labor that cannot be passed on to the Company’s customers could adversely impact the Company’s results of operations.

Foreign currency translation

The Company uses Hong Kong dollars (“HKD”) as its reporting currency. The functional currency of the Company and its subsidiary which is incorporated in Hong Kong is HKD, which is its respective local currency based on the criteria of ASC 830, “Foreign Currency Matters”.

In the consolidated financial statements of the Company, transactions in currencies other than the functional currency are measured and recorded in the functional currency using the exchange rate in effect at the date of the transaction. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the functional currency are translated into the functional currency using the exchange rate at the balance sheet date. All gains and losses arising from foreign currency transactions are recorded in the consolidated income statements during the year in which they occur.

Convenience translation

Translations of amounts in the consolidated balance sheet, consolidated statements of income and consolidated statements of cash flows from HKD into US$ as of and for the year ended September 30, 2025, are solely for the convenience of the reader and were calculated at the noon buying rate of US$1 = HKD7.7809 as of September 30, 2025, as published in H.10 statistical release of the United States Federal Reserve Board on September 30, 2025. No representation is made that the HKD amounts could have been, or could be, converted, realized or settled into US$ at such rate or at any other rate.

Fair value measurement

The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.

The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follows:

●	Level 1 inputs to the valuation methodology are<br>quoted prices (unadjusted) for identical assets or liabilities in active markets.
●	Level 2 inputs to the valuation methodology include<br>quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either<br>directly or indirectly, for substantially the full term of the financial instruments.
---	---
●	Level 3 inputs to the valuation methodology are<br>unobservable and significant to the fair value.
---	---

As of September 30, 2024 and 2025, the carrying values of current assets and current liabilities approximated their fair values reported in the consolidated balance sheets due to the short-term maturities of these instruments, respectively.

Cash

Cash mainly represents cash on hand, cash in the bank and demand deposits placed with financial institutions, which have original maturities of less than three months and are unrestricted as to withdrawal or use. As of September 30, 2025, the Company did not have any cash equivalents. The Company maintains its bank accounts in Hong Kong.

Accounts receivable and allowance for expected credit losses accounts

Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts overdue up to 60 to 180 days.

The Company make estimates of expected credit and collectability trends for the allowance for credit losses and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. The provision is recorded against accounts receivable balances, with a corresponding charge recorded in the consolidated statements of income. Actual amounts received may differ from management’s estimate of credit worthiness and the economic environment. Delinquent account balances are written off against the allowance for expected credit losses after management has determined that the likelihood of collection is not probable.

Allowance for expected credit losses accounts were HKD18,154,619 and HKD4,386,979 (US$563,814) as of September 30, 2024 and 2025, respectively, primarily due to significant collections received from major long outstanding customers as the Company had subsequently collected 100% and 54% of the outstanding balance for overdue as of September 30, 2024 and 2025, respectively.

Accounts receivable that are factored out to banks with recourse to the Company are not derecognized until the recourse period expires and the risks and rewards of the receivables have been fully transferred. The corresponding cash received from the banks is recorded as a short-term loan. Any fee incurred to effect factoring is net-off against short-term loan and taken to the income statement over the period of factoring using the effective interest method.

The Company from time to time may factor accounts receivable due from certain high credit quality customers to factoring house, on a recourse basis, in exchange of a loan equal to approximately 90% of the face value of the receivables in exchange for immediate cash proceeds for use in operations.

Factoring liability

On July 14, 2017, the Company entered into a factoring agreement with Standard Chartered Bank to sell the accounts receivable of the Company’s customers with total limits of HKD28,000,000. Under the agreement, when the Company sells accounts receivable to Standard Chartered Bank, the bank prepays approximately 90% of accounts receivable to the Company. The Company is obliged to bear the default risk of the transferred accounts receivable but is liable for the losses incurred in any business dispute.

The factoring is not treated as a sale in accordance with ASC 860 “Transfers and Servicing” but as a secured borrowing. Such borrowings are presented as short-term loans. See Note 14 for disclosure of short-term loan.

The Company reports the cash flows attributable to the sale of receivables to third parties and the cash receipts from collections made on behalf of and paid to third parties, on a gross basis as trade accounts receivable and payment of loans in cash flow from financing activities in the Company’s consolidated statement of cash flows.

As of September 30, 2024 and 2025, the Company has balance of factoring arrangement against HKD22,675,250 and HKD21,920,779 (US$2,817,255) of accounts receivable, respectively.

As of September 30, 2024
Purchase of Accounts Receivable	Total principal <br> amount <br> outstanding		Accounts <br> receivables <br> transferred		Amount <br> derecognized		Interest <br> rate range
	HKD		HKD		HKD
Standard Chartered		22,675,250		128,813,127		129,035,806	7.3% to 8.0%
As of September 30, 2025
---	---	---	---	---	---	---	---	---
Purchase of Accounts Receivable	Total principal <br> amount <br> outstanding		Accounts <br> receivables <br> transferred		Amount <br> derecognized		Interest <br> rate range
	HKD		HKD		HKD
Standard Chartered		21,920,779		162,137,560		162,979,041		6.7% to 7.3%

Prepayments

Prepayments mainly consist of prepayments to manufacturers. Management reviews its prepayments on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary. As of September 30, 2024 and 2025, no allowance was deemed necessary.

Deposits

Deposits paid by the company represent amounts paid in advance for utility, rental or other contractual obligations. These amounts are refundable and bear no interest. As of September 30, 2024 and 2025, no allowance was deemed necessary.

Property and equipment, net

Property and equipment are stated at cost less accumulated depreciation and impairment if applicable. Depreciation is computed using the straight-line method after consideration of the estimated useful lives. The estimated useful lives are as follows:

	Useful Life
Office equipment	5 years
Office furniture and fixtures	5 years
Motor vehicles	5 years
Leasehold improvements	lesser of lease term or expected useful life

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statements of operations. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterment, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

Impairment for long-lived assets

Long-lived assets, including property and equipment, are reviewed 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 value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognizes an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company will reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of September 30, 2024 and 2025, no impairment of long-lived assets was recognized.

Borrowings

Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption value is taken to the income statement over the period of the borrowings using the effective interest method. Borrowings which are due to be settled within twelve months after the balance sheet date are included in short-term loan in the balance sheet even though the original term was for a period longer than twelve months and an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the balance sheet date and before the financial statements are authorized for issue. Other borrowings due to be settled more than twelve months after the balance sheet date are included in long-term loan in the balance sheet.

Accounts payable

Trade payables are initially measured at fair value, and subsequently measured at amortized cost, using the effective interest method.

Finance leases

Finance lease assets are subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the Finance lease assets are amortized over the useful life of the underlying asset. Accordingly, the assets leased under the finance leases are included in property and equipment, and depreciation thereon is recognized in operating expenses in the financial statements. When the Company makes its contractually required payments under finance leases, the Company allocates a portion to reduce the finance lease obligation, and a portion is recognized as interest expenses.

Operating leases

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability, and operating lease liability, non-current in the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has elected to adopt the following lease policies in conjunction with the adoption of ASU 2016-02: (i) for leases that have lease terms of 12 months or less and does not include a purchase option that is reasonably certain to exercise, the Company elected not to apply ASC 842 recognition requirements; and (ii) the Company elected to apply the package of practical expedients for existing arrangements entered into prior to April 1, 2020 to not reassess (a) whether an arrangement is or contains a lease, (b) the lease classification applied to existing leases, and(c) initial direct costs.

Contract liabilities

The timing of revenue recognition may differ from the timing of invoicing to customers. For certain products, customers are required to pay before the goods are delivered. The Company recognizes a contract asset or a contract liability in the consolidated balance sheets, depending on the relationship between the Company’s performance and the customer’s payment.

The Company classifies its right to consideration in exchange for goods transferred to a customer as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional as compared to a contract asset which is a right to consideration that is conditional upon factors other than the passage of time. The Company recognizes accounts receivable in its consolidated balance sheets when it delivers the goods in advance of receiving consideration and if it has the unconditional right to receive consideration. The Company did not have any capitalized contract cost as of September 30, 2024 and 2025.

Revenue recognition

Revenue from contracts with customers is recognized using the five-step model defined by ASC Topic 606 requires the Company to (1) identify its contracts with customers, (2) identify its performance obligations under those contracts, (3) determine the transaction prices of those contracts, (4) allocate the transaction prices to its performance obligations in those contracts and (5) recognize revenue when each performance obligation under those contracts is satisfied. Revenue is recognized when promised goods are transferred to the customer in an amount that reflects the consideration expected in exchange for those goods.

Under ASC 606, revenue is recognized when control of promised goods is transferred to the Company’s customers in an amount of consideration to which an entity expects to be entitled to in exchange for those goods. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from the specified goods.

The Company currently generates revenue from the trading of products including sports and outdoors, clothing, shoes and accessories, seasonal décor and party supplies, toys and games, and other products. These products are sold through the Company’s sourcing and trading operations to retailers, distributors, and wholesalers across regions. The Company sells goods under Free On Board (“FOB”) shipping point term, and revenue is recognized when product is loaded on the ships and control is deemed as transferred. Typical payment terms set forth in the invoice are within 60 days and factoring loan of accounts receivable are within 180 days.

The Company is the principal for the majority of its transactions and recognizes revenue on a gross basis. The Company is the principal when it has control of the merchandise before it is transferred to customers, which generally is established when the Company is primarily responsible for merchandising decisions, maintains the relationship with customer, and has pricing discretion.

Merchandise costs

Merchandise costs of sports and outdoors, clothing, shoes and accessories, seasonal décor and party supplies, toys and games and other products, which are directly related to revenue-generating transactions, primarily consist of cost of purchasing of products.

Selling, general and administrative expenses

Selling, general and administrative expenses consist primarily of bad debts, entertainment & commission, and general administrative expenses such as of employee costs, rental expenses, management fee, legal and professional fees and other miscellaneous administrative expenses.

Employee benefit

Hong Kong Employment Ordinance (“The Ordinance”) provides that an employee employed under a continuous employment contract for a period of one month or more immediately preceding a sickness day is entitled to sickness allowance if (1) the sick leave taken is not less than four consecutive days; (2) the sick leave taken is supported by an appropriate medical certificate; and (3) the employee has accumulated sufficient number of paid sickness days. The daily rate of sickness allowance is a sum equivalent to four-fifths of the average daily wages earned by an employee in the 12-month period preceding the first sickness day.

The Ordinance also provides that an employee is entitled to 14 statutory holidays regardless of his or her length of services. Holiday pay should be paid to the employee whose continuous employment contract is not less than three months immediately preceding a statutory holiday is entitled to the holiday pay.

An employee is entitled to a paid annual leave after having been employed under a continuous employment contract for every 12 months. An employee’s paid annual leave increases progressively from 7 days to a maximum of 14 days in accordance with his or her length of employment.

Under Hong Kong Mandatory Provident Fund Schemes Ordinance, an employer shall enroll their relevant employees in Mandatory Provident Fund Schemes. Relevant employees are those who are at between 18 and 65 years of age and have been employed for consecutive 60 days or more. An employer is required to make regular mandatory contributions of at least 5% of the employee’s monthly income between HKD7,000 and HKD30,000 and HKD1,500 of the employee’s monthly income over HKD30,000.

Government grants

Government grants are amount granted by local government authorities as an incentive for companies to develop, upgrade and restructure operation, promote domestic sales and enhance competitiveness and facilitate business development. The Company receives government grants related to government sponsored projects and records such government grants as a liability when they are received. The Company records government grants in interest income (expense) and other income (expense). Total government grants amounted to HKD108,800 the year ended September 30, 2023. No government grants were received for the years ended September 30, 2024 and 2025.

Income taxes

The Company is not subject to tax on income or capital gains under the current laws of the British Virgin Islands. In addition, upon payments of dividends by the Company and the Company’s subsidiary in Hong Kong, JM Manufacturing to the Company’s shareholders, no British Virgin Islands withholding tax will be imposed.

JM Manufacturing is incorporated in and carry out trade and business in Hong Kong and is subject to Hong Kong profits tax under Inland Revenue Department Ordinance.

The charge for taxation is based on actual results for the year as adjusted for items that are non-assessable or disallowed; and it is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. The Company is not currently subject to tax in the British Virgin Islands.

Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. 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 tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Penalties and interest related to underpayment of income tax are classified as income tax expense in the period incurred. The Company incurred a tax penalty related to the underpayment of income taxes for the prior years 2018, 2019, 2020, 2021, and 2022. A penalty related to income taxes was incurred, amounting to HKD728,000, HKD956,792 and nil for the years ended September 30, 2023, 2024 and 2025, respectively. The penalties related to income taxes were wholly settled on September 29, 2023 and April 22, 2024, respectively.

Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.

Commitments and contingencies

In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes its liability for such contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.

Earnings (loss) per share

The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the years ended September 30, 2023, 2024 and 2025, there were no dilutive shares.

Concentration of credit risk

Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and account receivable. The Company places its cash with financial institutions with high credit ratings and quality.

Accounts receivable primarily comprise of amounts receivable from the sales customers. To reduce credit risk, the Company performs ongoing credit evaluations of the financial condition of these sales customers. The Company establishes a provision for doubtful accounts based upon estimates, factors surrounding the credit risk of specific sales customers and other information.

Concentration of customers

As of September 30, 2024, two major customers, one of which is a distributor that represents and sells brands of well-known manufactured products from the US and abroad and the other one of which is a distributor that represents and sells brands of manufactured products from the Hong Kong to abroad, accounted for 50% and 40% of the Company’s total accounts receivable, respectively. As of September 30, 2025, two major customers, one of which is a distributor that represents and sells brands of well-known manufactured products from the US and abroad and the other one of which is a distributor that represents and sells brands of manufacturers from the Hong Kong to abroad, accounted for 30% and 59% of the Company’s total accounts receivable, respectively.

For the year ended September 30, 2023, one major customer, who is a distributor that represents and sells brands of well-known manufactured goods from the US and abroad, accounted for 83% of our total revenues.

For the year ended September 30, 2024, two major customers, one of which is a distributor that represents and sells brands of well-known manufactured goods from the US and abroad, and the other one of which is a distributor that represents and sells brands of manufactured goods from Hong Kong to abroad, accounted for 69% and 24% of our total revenues respectively.

For the year ended September 30, 2025, two major customers, one of which is a distributor that represents and sells brands of well-known manufactured goods from the US and abroad, and the other one of which is a distributor that represents and sells brands of manufactured goods from Hong Kong to abroad, accounted for 66% and 24% of our total revenues respectively.

Concentration of manufacturers

As of September 30, 2024, one manufacturer accounted for 16.7% of the total balance of accounts payables. As of September 30, 2025, two manufacturers accounted for 38.8% and 11.9% of the total balance of accounts payables, respectively.

For the year ended September 30, 2023, three manufacturers accounted for 18.2%, 14.2% and 10.4% of our total purchases, respectively.

For the year ended September 30, 2024, three manufacturers accounted for 16.6%, 10.7% and 9.2% of our total purchases, respectively.

For the year ended September 30, 2025, two manufacturers accounted for 20.8% and 15.1% of our total purchases, respectively.

Segment reporting

The Company determined its operating segment on the same basis that it used to evaluate its performance internally. The Company has one business activity: trading of products such as sports and outdoors, clothing, shoes and accessories, seasonal décor and party supplies, toys and games and other products, and operates as one operating segment. The Company’s chief operating decision-maker (“CODM”), its Chief Executive Officer, reviews its consolidated operating results for the purpose of allocating resources and evaluating financial performance.

Deferred initial public offering (“IPO”)

cost

Pursuant to ASC 340-10-S99-1, IPO costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. These costs include legal fees related to the registration drafting and counsel, consulting fees related to the registration preparation, and the SEC filing and print related costs. During the years ended September 30, 2023, 2024 and 2025, the Company recorded a charge of nil, HKD465,001 and HKD2,375,092 related to the IPO. As of September 30, 2024, and 2025, the Company had capitalized deferred IPO costs of HKD465,001 and HKD2,840,093 (US$365,008), respectively.

U.S. tariff and global trade impact

U.S. tariff policies, including measures previously implemented under the Trump administration, have increased the cost of imported goods sold to U.S. customers. Such tariffs may reduce the price competitiveness of non-U.S. suppliers, alter purchasing behavior among U.S. customers, and place downward pressure on exporters’ margins when increased costs cannot be fully passed through. In addition, tariff measures may disrupt global supply chains, increase compliance and logistics costs, and introduce uncertainty into cross-border trade relationships. While the Company did not experience a material impact from newly imposed U.S. tariffs during the year ended September 30, 2025, future changes in U.S. trade policy, including the imposition or reintroduction of tariffs, could adversely affect market conditions, demand from U.S. customers, and, in turn, the Company’s results of operations and liquidity.

Recently issued accounting pronouncements

We consider the applicability and impact of all accounting standards updates (“ASUs”). The management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.

In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. which primarily requires disaggregated disclosure of certain expense categories in the notes to the financial statements on an annual and interim basis. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

In May 2025, the FASB issued Update 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810), Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity which require an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a business to consider the factors in paragraphs 805-10-55-12 through 55-15 to determine which entity is the accounting acquirer. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The amendments require that an entity apply the new guidance prospectively to any acquisition transaction that occurs after the initial application date. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures. The Company does not expect the adoption of ASU 2024-06 to have a material impact on its consolidated financial statements.

In July 2025, the FASB issued Update 2025-05, Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. An entity that elects the practical expedient and the accounting policy election, if applicable, should apply the amendments in this Update prospectively. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

In November 2025, the FASB issued Update 2025-08, Financial Instruments—Credit Losses (Topic 326) Purchased Loans, which expand the population of acquired financial assets subject to the gross-up approach in Topic 326. All non-purchased financial asset with credit deterioration (PCD) loans that are acquired in a business combination are deemed seasoned. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

We do not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Results of Operations

For the Year Ended September 30, 2023,

compared to Year Ended September 30, 2024

The following table sets forth a summary of the consolidated results of operations of us for the years indicated, both in absolute amount and as a percentage of its total revenues.

	For the year ended September 30,
	2023						2024
	HKD			% of<br> revenue			HKD			US		% of<br> revenue
Revenue
Sales of products		119,097,976			100.0	%		221,238,043					100.0	%
		119,097,976			100.0	%		221,238,043					100.0	%
Operating Expenses
Merchandise costs		(107,284,282	)		(90.1	)%		(188,757,892	)		)		(85.3	)%
Selling, general and administrative<br> expenses		(33,545,670	)		(28.2	)%		(24,887,221	)		)		(11.2	)%
Total operating expenses		(140,829,952	)		(118.2	)%		(213,645,113	)		)		(96.5	)%
(Loss) income from operations		(21,731,976	)		(18.2	)%		7,592,930					3.4	%
Interest expense, net		(3,057,359	)		(2.6	)%		(3,399,000	)		)		(1.5	)%
(Loss) gain from foreign currency exchange		(84,123	)		(0.1	)%		564,916					*
Government grants		108,800			0.1	%		—					*
Other income – litigation settlement		—			*			4,456,253					2.0	%
Other income		—			*			427,696					*
Bank charge		(789,692	)		(0.7	)%		(994,430	)		)		(0.5	)%
Other expense		(728,000	)		(0.6	)%		(58,964	)		)		*
Total interest and other (expenses) income, net		(4,550,374	)		(3.8	)%		996,471					0.5	%
(Loss) income before income taxes		(26,282,350	)		(22.1	)%		8,589,401					3.9	%
Provision for income taxes		—			*			(1,560,959	)		)		(0.7	)%
Net (loss) income		(26,282,350	)		(22.1	)%		7,028,442					3.2	%

All values are in US Dollars.

For the Year Ended September 30, 2024,

compared to Year Ended September 30, 2025

The following table sets forth a summary of the consolidated results of operations of us for the years indicated, both in absolute amount and as a percentage of its total revenues.

	For the year ended September 30,
	2024						2025
	HKD			% of revenue			HKD			US		% of revenue
Revenue
Sales of products		221,238,043			100.0	%		269,387,554					100.0	%
		221,238,043			100.0	%		269,387,554					100.0	%
Operating Expenses
Merchandise costs		(188,757,892	)		(85.3	)%		(231,201,997	)		)		(85.8	)%
Selling, general and administrative expenses		(24,887,221	)		(11.2	)%		(14,540,696	)		)		(5.4	)%
Total operating expenses		(213,645,113	)		(96.5	)%		(245,742,693	)		)		(91.2	)%
Income from operations		7,592,930			3.4	%		23,644,861					8.8	%
Interest expense, net		(3,399,000	)		(1.5	)%		(2,505,348	)		)		(0.9	)%
Gain from foreign currency exchange		564,916			*			154,725					*
Other income – litigation settlement		4,456,253			2.0	%		—					*
Other income		427,696			*			36,619					*
Bank charge		(994,430	)		(0.5	)%		(1,045,498	)		)		(0.4	)%
Other expense		(58,964	)		*			(61,958	)		)		*
Total interest and other income (expenses), net		996,471			0.5	%		(3,421,460	)		)		(1.3	)%
Income before income taxes		8,589,401			3.9	%		20,223,401					7.5	%
Provision for income taxes		(1,560,959	)		(0.7	)%		(1,568,638	)		)		(0.6	)%
Net income		7,028,442			3.2	%		18,654,763					6.9	%

All values are in US Dollars.

*	Less than 0.1%

Revenue

The following table sets forth a breakdown of our revenue for the years ended September 30, 2023, 2024 and 2025:

	For the years ended September 30,
	2023		2024		2025		2025
	HKD		HKD		HKD		US
Sales of products
Clothing, shoes and accessories		2,432,141		57,038,708		68,597,847
Home and tools		2,968,120		13,853,892		15,120,776
Personal care		2,193,144		11,130,763		16,657,041
School, office and art supplies		5,912,160		6,678,500		6,278,577
Seasonal décor and party supplies		37,465,982		44,845,862		43,630,058
Sports and outdoors		29,332,638		54,740,198		83,702,975
Toys and games		38,384,591		32,950,120		34,708,187
Pet products		—		—		692,093
Others		409,200		—		—
Total		119,097,976		221,238,043		269,387,554

All values are in US Dollars.

For the year ended September 30, 2023, 2024, and 2025, we generated our revenue primarily through sales of sports and outdoors, clothing, shoes and accessories, seasonal décor and party supplies, toys and games, personal care, home and tools and school, office and art supplies and pet products.

Our revenue increased by 85.8%, from HKD119,097,976 for the year ended September 30, 2023, to HKD221,238,043 for the year ended September 30, 2024. This increase was primarily due to increased sales demand, which has been returning to pre-pandemic levels, and we acquired a new customer during the year ended September 30, 2024, who contributed a significant portion of the total sales.

Our revenue increased by 21.8%, from HKD221,238,043 for the year ended September 30, 2024, to HKD269,387,554 (US$34,621,645) for the year ended September 30, 2025. This increase was primarily due to a significant increase in sales of sports and outdoors products and clothing, shoes and accessories, as well as the acquisition of multiple new customers during the year ended September 30, 2025.

For the years ended September 30, 2023, 2024, and 2025, we maintained a strong relationship with our top customer, a US-incorporated entity with established global brands across various sectors, through sales of toys and games, seasonal décor and party supplies, sports and outdoors, school, office and art supplies, home and tools, clothing, shoes and accessories, electronics and personal care.

Merchandise costs

The following table shows disaggregated merchandise costs by major cost items for the years ended September 30, 2023, 2024 and 2025, respectively:

	For the years ended September 30,
	2023		2024		2025		2025
	HKD		HKD		HKD		US
Merchandise costs		107,272,043		188,757,892		231,201,997
Royalty & patent fee		12,239		—		—
Total		107,284,282		188,757,892		231,201,997

All values are in US Dollars.

Our total merchandise costs increased by 75.9% to HKD188,757,892 for the year ended September 30, 2024 from HKD107,284,282 for the year ended September 30, 2023. The increase was in line with our significant increase in sales of products compared to the prior year.

Our total merchandise costs increased by 22.5% to HKD231,201,997 (US$29,714,043) for the year ended September 30, 2025 from HKD188,757,892 for the year ended September 30, 2024. The increase was in line with our significant increase in sales of products compared to the prior year.

Selling, general and administrative expenses

For the years ended September 30, 2023, 2024 and 2025, our selling, general and administrative expenses consisted of staff costs, rental expenses, transport and travelling, selling and marketing, depreciation, legal and professional fees, auditor’s remuneration and consulting fees. The following table sets forth a breakdown of our general and administrative expenses for the years ended September 30, 2023, 2024 and 2025:

	For the years ended September 30,
	2023		2024		2025			2025
	HKD		HKD		HKD			US
Staff costs		8,698,754		7,616,692		8,814,018
Rental expenses		1,618,830		1,510,280		1,438,004
Transport and travelling		4,494,401		2,648,750		1,736,755
Selling and marketing		2,029,313		6,532,846		7,134,031
Depreciation		136,290		61,128		24,872
Legal and professional fees		54,708		286,413		1,325,253
Auditor’s remuneration		2,236,640		1,457,604		2,369,005
Reversal for expected credit losses accounts		—		—		(17,892,799	)		)
Bad debts		8,505,786		638,941		4,125,159
Others		5,770,948		4,134,567		5,466,398
Total		33,545,670		24,887,221		14,540,696

All values are in US Dollars.

Staff costs

Our staff costs decreased by 12.4% to HKD7,616,692 for the year ended September 30, 2024 from HKD8,698,754 for the year ended September 30, 2023 mainly due to a decrease in headcount and salaries.

Our staff costs increased by 15.7% to HKD8,814,018 (US$1,132,776) for the year ended September 30, 2025 from HKD7,616,692 for the year ended September 30, 2024 mainly due to an increase in headcount, salaries and staff benefits.

Rental expenses

Our rental expenses mainly represented rental expenses for Hong Kong office. Our rental and office expenses decreased by 6.7% to HKD1,510,280 for the year ended September 30, 2024 from HKD1,618,830 for the year ended September 30, 2023, primarily due to the continued amortization of operating right-of-use assets over the remaining lease periods.

Our rental and office expenses decreased by 4.8% to HKD1,438,004 (US$184,812) for the year ended September 30, 2025 from HKD1,510,280 for the year ended September 30, 2024, primarily due to the expiration of the prior lease and the renewal of the office lease under revised terms.

Transport and travelling

For the years ended September 30, 2023 and 2024, our transport and travelling consisted of motor vehicle running cost, travel and communication expenses and other travel related expenses. Our transport and travelling expenses decreased by 41.1%, to HKD2,648,750 for the year ended September 30, 2024 from HKD4,494,401 for the year ended September 30, 2023, primarily due to a decrease in business travel.

For the years ended September 30, 2024 and 2025, our transport and travelling expenses decreased by 34.4%, to HKD1,736,755 (US$223,207) for the year ended September 30, 2025 from HKD2,648,750 for the year ended September 30, 2024, primarily due to a decrease in business travel.

Selling and marketing

For the years ended September 30, 2023 and 2024, our selling and marketing expenses increased by 222% from HKD2,092,313 for the year ended September 30, 2023 to HKD6,532,846 for the year ended September 30, 2024. The increase was principally driven by the higher commission expenses and product development spending, all of which aligned with the growth in sales during the year.

For the years ended September 30, 2024 and 2025, our selling and marketing expenses increased by 9.2% from HKD6,532,846 for the year ended September 30, 2024 to HKD7,134,031 (US$916,865) for the year ended September 30, 2025. The increase was principally driven by the higher commission expenses and product development spending, all of which aligned with the growth in sales during the year.

Depreciation

Our depreciation mainly represented depreciation for our property and equipment. Our depreciation for our property and equipment decreased from HKD136,290 for the year ended September 30, 2023 to HKD61,128 for the year ended September 30, 2024 due to some of the property and equipment being fully depreciated in the prior year.

Our depreciation for our property and equipment decreased from HKD61,128 for the year ended September 30, 2024 to HKD24,872 (US$3,197) for the year ended September 30, 2025 due to some of the property and equipment being fully depreciated in the prior year and resulting in no further depreciation being recognized for those assets in the current year.

Legal and professional fee

Our legal and professional fee increased to HKD286,413 for the year ended September 30, 2024 from HKD54,708 for the year ended September 30, 2023, primarily due to expenses incurred in our preparation for public listing.

Our legal and professional fee increased to HKD1,325,253 (US$170,321) for the year ended September 30, 2025 from HKD286,413 for the year ended September 30, 2024. This increase was primarily attributable to the Company’s transition to operation as a publicly listed company, rather than changes in the scale or nature of its underlying operations. The increase in legal and professional fees principally reflected incremental costs associated with compliance with U.S. securities laws and regulations, including the preparation and filing of periodic reports, enhanced financial reporting and disclosure requirements, responses to regulatory inquiries, and the establishment and ongoing refinement of internal control over financial reporting, corporate governance, and compliance processes.

Auditor’s remuneration

Our auditor’s remuneration fee decreased to HKD1,457,604 for the year ended September 30, 2024, from HKD2,236,640 for the year ended September 30, 2023, primarily due to higher audit fees incurred in connection with our preparation for public listing in the prior year. Audit services were first provided in fiscal year 2023, covering both fiscal year 2022 and fiscal year 2023, whereas the current year’s fee relates only to fiscal year 2024.

Our auditor’s remuneration fee increased to HKD2,369,005 (US$304,464) for the year ended September 30, 2025, from HKD1,457,604 for the year ended September 30, 2024, primarily due to increased audit fee in current year incurred in our preparation for subsequent financial reporting after our initial public offering in US.

Bad debts

Our bad debt expense decreased to HKD638,941 for the year ended September 30, 2024 from HKD8,505,786 for the year ended September 30, 2023. which was mainly driven by a reduced provision for bad debt write-offs, reflecting improved debt aging in the current year.

Our bad debt expense increased to HKD4,125,159 (US$530,165) for the year ended September 30, 2025 from HKD638,941 for the year ended September 30, 2024, which was primarily attributable to higher accounts receivable balances in the current year, a portion of which became overdue, resulting in an increase in provisions for expected credit losses.

Reversal for expected credit losses accounts

Our reversal for expected credit losses increased from nil for the year ended September 30, 2024 to HKD17,892,799 (US$2,299,580) for the year ended September 30, 2025, mainly driven by the repayments received from a long-outstanding customer, which resulted in a significant reduction in the provision for expected credit losses during the financial year.

Others

Our other general and administrative expenses mainly consisted of cleaning charges, courier and postage, insurance, printing and stationery, management fees and other miscellaneous expenses. Our other general and administrative expenses decreased to HKD4,134,567 for the year ended September 30, 2024 from HKD5,770,948 for the year ended September 30, 2023 primarily due to a decrease in office expenses and bank charges due to fewer bank transactions.

Our other general and administrative expenses increased to HKD5,466,398 (US$702,541) for the year ended September 30, 2025 from HKD4,134,567 for the year ended September 30, 2024 primarily due to an increase in management fee by approximately HKD955,000 during the year ended September 30, 2025.

(Loss) income from operations

Our overall income from operations increased by 134.9%, resulting in an income from operations of HKD7,592,930 for the year ended September 30, 2024, compared to a loss from operations of HKD21,731,976 for the year ended September 30, 2023. This increase was primarily due to increased sales and costs, while the selling, general and administrative decreased in fiscal year 2024.

Our overall income from operations increased by 211%, resulting in an income from operations of HKD23,644,861 (US$3,038,834) for the year ended September 30, 2025, compared to HKD7,592,930 for the year ended September 30, 2024. The increase was primarily attributable to higher sales demand, as well as the reversal of the allowance for expected credit losses following actual collection receipts from the major long-aged customers.

Government grants

Government grants which is amount granted by local government authorities as an incentive for companies to develop, upgrade and restructure operation, promote domestic sales and enhance competitiveness and facilitate business development. The Company receives government grants related to government sponsored projects and records such government grants as a liability when they are received. The Company records government grants in interest income (expense) and other income (expense). Total government grants amounted to HKD108,800 for the years ended September 30, 2023. No government grants were received for the years ended September 30, 2024 and 2025.

Interest expense

Our interest expenses primarily relate to interest incurred from import invoice financing and factoring loans. The increase in interest expenses to HKD3,399,000 for the year ended September 30, 2024 from HKD3,057,359 for the year ended September 30, 2023 is mainly attributable to the rise in proceeds from the factoring arrangements, which increased to HKD128,813,127 in FY2024 from HKD89,225,679 in FY2023. In addition, the slight increase in benchmark interest rates driven by central banks tightening monetary policy to combat inflation has directly impacted trade finance rates, resulting in higher financing costs for the Company.

Our interest expenses decreased to HKD2,505,348 (US$321,987) for the year ended September 30, 2025, from HKD3,399,000 for the year ended September 30, 2024. This decrease was mainly attributable to a modest decline in benchmark interest rates contributed to lower trade financing rates, further reducing the Company’s financing costs.

Bank Charges

Our bank charges primarily are related to the bank service fees charge from factoring arrangement. Our bank charges increased to HKD994,430 for the year ended September 30, 2024 from HKD789,692 for the year ended September 30, 2023, which was mainly due to higher utilization of the factoring facility during the year.

Our bank charges increased to HKD1,045,498 (US$134,367) for the year ended September 30, 2025 from HKD994,430 for the year ended September 30, 2024. This increase was mainly due to continued higher utilization of the factoring facility and consistent with the growth in our accounts receivable balance during the year.

Other expenses

Our other expenses primarily consist of employee claims and other non-operating costs. The decrease in other expenses to HKD58,964 for the year ended September 30, 2024 from HKD728,000 for the year ended September 30, 2023 was mainly due to the tax penalties regarding prior years imposed by the Hong Kong Inland Revenue Department.

The increase in other expenses to HKD61,958 (US$7,963) for the year ended September 30, 2025 from HKD58,964 for the year ended September 30, 2024 was mainly attributable to higher sundry expenses such as minor courier charges, office stationery, printing and small custom documentation fee incurred during the year.

Provision for income tax expense

Our income tax expenses amounted to HKD1,568,638 (US$201,601) for the year ended September 30, 2025, and HKD1,560,959 for the year ended September 30, 2024 and nil for the year ended September 30, 2023. We are subject only to Hong Kong corporate tax regime. Starting from the financial year commencing on April 1, 2018, the two-tiered profits tax regime took effect, under which the tax rate is 8.25% for assessable profits on the first HKD2,000,000 and 16.5% for any assessable profits in excess of HKD2,000,000.

Net (loss) income

Our net income increased by 127%, resulting in a net gain of HKD7,028,442 for the year ended September 30, 2024, compared to a net loss of HKD26,282,350 for the year ended September 30, 2023.

Our net income increased by 165%, resulting in a net gain of HKD18,654,763 (US$2,397,507) for the year ended September 30, 2025, compared to HKD7,028,442 for the year ended September 30, 2024.

LIQUIDITY AND CAPITAL RESOURCES

The following table sets forth a breakdown of our current assets and liabilities as of the dates indicated.

	As of<br> September 30,			As of September 30,
	2024			2025			2025
	HKD			HKD			US
CURRENT ASSETS
Cash		4,858,613			17,647,097
Accounts receivable, net		55,063,982			73,118,737
Prepayments		11,006,599			20,109,711
Amount due from related party		7,049,425			—
Other current assets		16,653			380,698
TOTAL CURRENT ASSETS		77,995,272			111,256,243
CURRENT LIABILITIES
Short-term loan		40,228,954			35,073,118
Long-term loan, current portion		2,569,828			1,804,576
Accounts payable		64,439,616			88,109,787
Finance lease obligation, current		80,997			27,622
Operating lease obligation, current		684,418			910,917
Taxes payable		1,624,235			3,192,873
Accrued expenses		2,487,951			2,094,325
Commission payable		110,633			343,111
Amount due to related party		6,006			—
Contract liabilities		1,226,534			2,035,781
Other payable		823,580			—
TOTAL CURRENT LIABILITIES		114,282,752			133,592,110
NET CURRENT LIABILITIES		(36,287,480	)		(22,335,867	)		)

All values are in US Dollars.

Accounts receivable, net

Accounts receivable represented receivables from our customers arising from our sales. We generally grant our customers a credit terms ranging from 60 to 180 days, depending on their reputation, transaction history and the products purchased. Our net of accounts receivable increased by 32.8% to HKD73,118,737 (US$9,397,208) for the year ended September 30, 2025 from HKD55,063,982 for the year ended September 30, 2024. This was primarily driven by repayments received from long-outstanding customers, which resulted in a significant reduction in the provision for expected credit losses during the financial year and an increase in the number of orders driven by the increased sales.

In establishing the required allowance for expected credit losses, management considers historical collection experience, aging of the receivables, the economic environment, industry trend analysis, and the credit history and financial conditions of the customers. Delinquent account balances are written off against allowance for expected credit losses after all means of collection have been exhausted and the likelihood of collection is not probable.

Our management regularly reviews the outstanding accounts and provides an allowance for expected credit losses. When collection of the original invoice amounts is no longer probable, we will either partially or fully write-off the balance against the allowance for expected credit losses.

Our provision for expected credit losses accounts decreased by 75.8% to HKD4,386,979 (US$563,814) as of September 30, 2025, from HKD18,154,619 as of September 30, 2024. This decrease was primarily driven by significant collection receipts from a major long-aged customer during the year ended September 30, 2025, which led to a reduction in the overall historical loss rate and management’s reassessment of the expected credit losses for these customers.

Allowance for expected credit losses accounts were HKD18,154,619 and HKD4,386,979 (US$563,814) as of September 30, 2024 and 2025, respectively due to significant collections received from the customer.

Amount due from related party

The amount due from the related party reflects payments made on behalf of the shareholder and related parties by JM Manufacturing (HK) Limited. As of September 30, 2025, our amount due from the related party has been decreased significantly by 100% to nil. This decrease was primarily attributable to the full settlement of balances by the controlling shareholder and the CEO of the Company, Mr. Ting.

Prepayments

Our prepayments increased to HKD20,109,711 (US$2,584,497) as of September 30, 2025, from HKD11,006,599 as of September 30, 2024. This significant increase was primarily due to higher trade deposits paid to manufacturers as advance payments for goods to be delivered in the future, which serve as security or partial payment for upcoming deliveries.

Other current assets

Our other current assets increased to HKD380,698 (US$48,927) as of September 30, 2025, from HKD16,653 as of September 30, 2024. This significant increase was primarily due to the customer holding the security deposits for goods ordered and this deposit will be refunded to the Company once the goods have been delivered.

Loans

The loans comprise short-term and long-term loans, including the current portion, with Standard Chartered Bank and Bank of China. As of September 30, 2025, our short-term loans decreased by 13% to HKD35,073,118 (US$4,507,591), and long-term loans decreased by 26% to HKD7,637,776 (US$981,606). This reduction was mainly due to the scheduled maturity of certain long-term borrowings and ongoing repayments made by the company.

Accounts payable

Our accounts payable significantly increased by 36.7% to HKD88,109,787 (US$11,323,855) as of September 30, 2025, from HKD64,439,616 as of September 30, 2024. This increase was primarily due to higher purchase volumes driven by increased sales orders during the financial year. Procurement in September was particularly high compared to the same month last year, reflecting seasonal demand. In addition, timing differences in supplier payments, which are generally settled within 60–180 days, resulted in payments being made subsequent to year-end.

Finance lease obligation, current

The finance lease obligation primarily relates to motor vehicles. As of September 30, 2025, our finance lease obligation slightly decreased by 65.9% to HKD27,622 (US$3,550), this was primarily due to the repayments made as lease approached its maturity date.

Operation lease obligation, current

The operating lease obligation pertains to the office rental. Our operating lease obligation increased by 33% to HKD910,917 (US$117,071) as of September 30, 2025 was primarily attributable to the expiration of the prior office lease and the execution of a new office lease agreement with landlord as well as the new recognition of residential unit during the financial year.

Taxes payable

Our taxes payable were HKD3,192,873 (US$410,348) as of September 30, 2025 compared to HKD1,624,235 as of September 30, 2024. The increase is aligned with the increase in profit before income taxes.

Accrued expenses

Our accruals decreased to HKD2,094,325 (US$269,162) as of September 30, 2025 from HKD2,487,951 as of September 30, 2024, principally due to primarily due to higher accruals for legal, professional, and auditor’s remuneration incurred in connection with the preparation for the public listing as of year ended September 30, 2024. In comparison, accrued expenses decreased during the current year, primarily because audit fees payable as of September 30, 2024 has included unsettled balances carried over from prior years, whereas audit fees payable as of September 30, 2025 reflected only obligations incurred for the current year.

Commission payable

The commission payable represents amounts owed to sales representatives, agents, or other parties for services rendered in connection with sales transactions. Our commission payable increased by 210% to HKD343,111 (US$44,097) as of September 30, 2025 from HKD110,633 as of September 30, 2024 was primarily due to the higher commission expenses incurred in connection with the increase in sales during the financial year.

Amount due to related party

The amount due to a related party is nil as of September 30, 2025, as the balance was related to payments made on behalf of the Company by Mr. Ting, the controlling shareholder and CEO of the Company, had been outstanding for more than one year and was reclassified to non-current liabilities.

Contract liabilities

Contract liabilities are recognized if the Company receives consideration in advance of performance, which is mainly in relation to emerging and other services. As of September 30, 2025 and September 30, 2024, the contract liabilities of the Company amounted to HKD2,035,781 (US$261,638) and HKD1,226,534, respectively. The increase in contract liabilities as of September 30, 2025 was mainly due to additional deposits received from the customers for their purchase orders, which had not yet been recognized as revenue.

Other payable

Our other payable is primarily related to disputed payables to manufacturers, renovation costs, payroll expense payable, and tax penalties. The decrease in other payable from HKD823,580 as of September 30, 2024 to nil as of September 30, 2025 was primarily attributable to the full settlement of these balances with the respective counterparties.

Cash Flows

Our use of cash is primarily related to operating activities and deferred initial public offering costs. We have historically financed our operations primarily through the cash flow generated from our operations.

The following table sets forth a summary of our cash flows information for the years indicated:

	For the years ended September 30,
	2023			2024			2025			2025
	HKD			HKD			HKD			US
Cash and cash equivalents at the beginning of the year		15,753,843			7,911,340			4,858,613
Net cash (used in) provided by operating activities		(3,688,221	)		1,462,302			16,153,012
Net cash provided by (used in) investing activities		9,757,860			(6,331,937	)		7,049,425
Net cash (used in) provided by financing activities		(13,894,142	)		1,816,908			(10,413,953	)		)
Effect of foreign exchange on cash, cash equivalents and restricted cash		—			—			—
Cash and cash equivalents at the end of the year		7,911,340			4,858,613			17,647,097

All values are in US Dollars.

Net cash (used in) provided by operating

activities

Our cash inflow from operating activities was principally from receipt of sales. Our cash outflow used in operating activities was principally for payment of purchases of manufactured goods, staff costs and other operating expenses.

For the year ended September 30, 2023, net cash used in operating activities of HKD3,688,221 (US$474,717) primarily resulted from our net losses of HKD26,282,350 (US$3,382,845), as adjusted for non-cash items and change in operating activities. Adjustments for non-cash items consisted of depreciation of plant and equipment of HKD136,290 (US$17,404), amortization of right-of-use assets of HKD1,328,014 (US$169,587), provision for expected credit losses accounts of HKD8,505,786 (US$1,086,189) and unrealized foreign currency translation of HKD84,123 (US$10,743). Changes in operating assets and liabilities mainly included: (i) an increase in accrued expenses of HKD4,821,459 (US$615,702) due to the accrued legal and professional fee, auditor’s remuneration for the preparation of public listing; (ii) a decrease in prepayments of HKD4,449,216 (US$568,165) and partially offset by (i) an increase in accounts receivable of HKD18,585,959 (US$2,373,427); (ii) a decrease in operating lease obligation of HKD1,328,014 (US$169,587) due to a new lease signed for HK office and repayment of lease; (iii) a decrease in accounts payable of HKD346,077 (US$44,194) due to lower stock orders and repayment made to supplier; (iv) a decrease in contract liabilities of HKD5,586,315 (US$713,372) due to the recognition to revenue.

For the year ended September 30, 2024, net cash generated in operating activities of HKD1,462,302, primarily resulted from our net income of HKD7,028,442, as adjusted for non-cash items and change in operating activities. Adjustments for non-cash items consisted of depreciation of plant and equipment of HKD61,128, amortization of right-of-use assets of HKD1,139,065, provision for expected credit losses accounts of HKD638,940 and unrealized foreign currency translation of HKD564,916. Changes in operating assets and liabilities mainly included: (i) a decrease in accrued expenses of HKD2,427,810 due to the decrease in accrued legal and professional fee, and auditor’s remuneration for the preparation of public listing; and (ii) a decrease in accounts receivable of HKD29,331,787 and (iii) a decrease in operating lease obligation of HKD1,139,065 due to a lease repayment of the HK office; (iv) a decrease in contract liabilities of HKD2,491,395 due to the recognition to revenue and partially offset by (v) an increase in prepayments of HKD2,306,417 and (vi) an increase in accounts payable of HKD26,849,556 due to higher stock orders and slower repayment made to supplier; and (vii) an increase in prepayments of HKD2,306,417.

For the year ended September 30, 2025, net cash provided by operating activities of HKD16,153,012 (US$2,075,982) primarily resulted from our net income of HKD18,654,763 (US$2,397,507), as adjusted for non-cash items and change in operating activities. Adjustments for non-cash items consisted of depreciation of plant and equipment of HKD24,872 (US$3,197), amortization of right-of-use asset of HKD1,206,682 (US$155,083), reversal for expected credit losses accounts of HKD13,767,640 (US$1,769,415) and gain from unrealized foreign currency translation of HKD413,151 (US$53,098). Changes in operating assets and liabilities mainly included: (i) an increase in prepayment of HKD9,103,112 (US$1,169,930) due to advance payment made to the manufacturers for goods and service providers; (ii) an increase in accounts receivable of HKD3,979,405 (US$511,432) due to the increase in the number of orders driven by the increased sales, (iii) a decrease in operating lease obligation of HKD1,206,682 (US$155,083) due to a lease repayment of the HK office, (iv) a decrease in other payable of HKD823,580 (US$105,847) due to full settlement of penalties with the counterparties and partially offset by (i) an increase in accounts payables of HKD23,862,623 (US$3,066,820) due to higher purchase volumes resulting from increased customer demand; (ii) an increase in contract liabilities of HKD809,247 (US$104,004) due to additional deposits received from the customers for their purchase orders, (iii) increase in tax payables of HKD1,568,638 (US$201,601) due to increase in profit as compared to prior year.

Net cash provided by (used in) investing

activities

For the year ended September 30, 2023, net cash provided by investing activities was HKD9,757,860, which the funds were primarily from the shareholder.

For the year ended September 30, 2024, net cash used in investing activities was HKD6,331,937, which the funds were primarily to repayment of amount due from the shareholder.

For the year ended September 30, 2025, net cash provided by investing activities was HKD7,049,425 (US$905,991), which the funds were primarily to proceeds from amount from the shareholder.

Net cash (used in) provided by financing

activities

For the year ended September 30, 2023, net cash used in financing activities was HKD13,894,142, which was primarily related to the repayment of bank loan and factoring arrangement, and a certain dividend payment to shareholders.

For the year ended September 30, 2024, net cash provided by financing activities was HKD1,816,908, which was primarily related to the proceeds from bank loans and factoring arrangement.

For the year ended September 30, 2025, net cash used in financing activities was HKD10,413,953 (US$1,338,399), which was primarily related to the repayments of bank loans, factoring arrangement as well as the repayment of deferred initial public offering cost of HKD2,375,092 (US$305,246) during the financial year.

Capital Expenditures

We did not incur any capital expenditures for the year ended September 30, 2025 and 2024.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements, including arrangements that would affect its liquidity, capital resources, market risk support, and credit risk support or other benefits.

Quantitative and Qualitative Disclosure About

Market Risk

Credit risk

Our assets that are potentially subject to a significant concentration of credit risk primarily consist of cash and accounts receivable.

We believe that there is no significant credit risk associated with cash in Hong Kong, which were held by reputable financial institutions. As of September 30, 2025, cash balance of HKD17,647,097 (approximately US$2,268,002) was maintained at financial institutions in Hong Kong across two (2) major reputable banks.

We have designed credit policies with an objective of minimizing their exposure to credit risk. Our accounts receivable is short term in nature, and the associated risk is minimal. We conduct credit evaluations on our customers and generally do not require collateral or other security from such customers. We periodically evaluate the creditworthiness of the existing customers in determining an allowance for expected credit losses primarily based upon the age of the receivables and factors surrounding the credit risk of specific customers.

We are also exposed to risk from accounts receivable. These assets are subject to credit evaluations. An allowance, where applicable, would make up for estimated unrecoverable amounts which have been determined by reference to past default experience and the current economic environment.

Customers concentration risk

As of September 30, 2024, two major customers, one of which is a distributor that represents and sells brands of well-known manufactures from the US and abroad, and the other one of which is a distributor that represents and sells brands of manufactures from Hong Kong to abroad, accounted for 50% and 40% of the Company’s total accounts receivable, respectively. As of September 30, 2025, two major customers, one of which is a distributor that represents and sells brands of well-known manufactures from the US and abroad, and the other one of which is a distributor that represents and sells brands of manufactures from Hong Kong to abroad, accounted for 30% and 59% of the Company’s total accounts receivable, respectively.

For the year ended September 30, 2023, one major customer, one of which is a distributor that represents and sells brands of well-known manufactures from the US and abroad, accounted for 83% of the Company’s total revenues.

For the year ended September 30, 2024, two major customers, one of which is a distributor that represents and sells brands of well-known manufactures from the US and abroad, and the other one of which is a distributor that represents and sells brands of manufactures from Hong Kong to abroad, accounted for 69% and 24% of the Company’s total revenues respectively.

For the year ended September 30, 2025, two major customers, one of which is a distributor that represents and sells brands of well-known manufactures from the US and abroad, and the other one of which is a distributor that represents and sells brands of manufactured goods from Hong Kong to abroad, accounted for 66% and 24% of the Company’s total revenues respectively.

Manufacturers concentration risk

For the year ended September 30, 2023, three manufacturers accounted for 18.2%, 14.2% and 10.4% of the Company’s total purchases, respectively.

For the year ended September 30, 2024, three manufacturers accounted for 16.6%, 10.7% and 9.2% of the Company’s total purchases, respectively.

For the year ended September 30, 2025, two manufacturers accounted for 20.8% and 15.1% of the Company’s total purchases, respectively.

Interest rate risk

In respect of the exposure to cash flow interest rate risk arising from floating rate non-derivative financial instruments held by us, such as cash deposits and bank borrowings, at the end of the reporting period, we are not exposed to significant interest rate risk as the interest rates are not expected to change significantly.

Foreign currency risk

We are exposed to foreign currency risk primarily through sales that are denominated in a currency other than the functional currency of the operations to which they relate. The currencies giving rise to this risk are primarily US$. As HKD is currently pegged to US$, our exposure to foreign exchange fluctuations is minimal.

Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

Below is a list of our directors, senior management and any employees upon whose work we are dependent as of the date of this Annual Report, and a brief account of the business experience of each of them. The business address for our directors and officers is Unit 812, 8/F, Harbour Center Tower 1, 1 Hok Cheung Street, Hung Hom, Kowloon, Hong Kong.

Name	Age	Position(s)
Chun Kwok Stanley Ting	49	Chief Executive Officer, Chairman of the Board of Directors and Director
Rita Ting	56	General Counsel and Director
Kin Zheng	39	Chief Financial Officer
Yue Chun Stephen Fung	50	Independent Director
Man Kit Chiu	46	Independent Director
Li Sze Wai	42	Independent Director

The following is a brief biography of each of the Company’s executive officers and directors:

Stanley Ting, Chief

Executive Officer, Chairman, and director. Mr. Ting is the founder of the Company and currently serves as the Chief Executive Officer and Chairman of the Board of Directors of JM Group. He has also served as the Chief Executive Officer and director of JM Manufacturing HK, JM Group’s operating subsidiary since 2016. Mr. Ting has over two decades of experience in product wholesale, sourcing and manufacturing, with extensive experience in sourcing household products such as toys, seasonal decorations, furniture, and other goods from China, Vietnam, & India to global markets. From 2002 to 2008, Mr. Ting served as director of sales for US market for Justen Holdings Limited, a Hong Kong trading company. Based on his intimate knowledge of the U.S. and South America retail industries, in 2008, he started his own product sourcing and wholesale company, JM Manufacturing Ltd., and served as its Chief Executive Officer and director, until he merged its operations into JM Manufacturing HK, JM Group’s operating subsidiary, he founded in 2016. Mr. Ting received his bachelor’s degree in Finance from Boston University.

We believe Mr. Ting qualifies as the company’s director because of his deep knowledge of the Company’s business and extensive experience in the sourcing industry for global markets.

Rita Ting (aka Rita

Ting-Hopper), General Counsel and director. Ms. Ting has served as the General Counsel of the Company since December 2025 and as the General Counsel of JM Manufacturing HK since January 2025. She has over 20 years of experience in the legal industry. Ms. Ting was listed in the Top 50 Attorneys of Virginia for 2023 by Attorney Intel. Before joining JM Group, Ms. Ting served as Deputy General Counsel for Kerecis, a biotechnology company, from November 2022 until its acquisition by Coloplast Corp. in December 2023. Prior to that, from October 2017 to November 2022, Ms. Ting was the founder and Chief Executive Officer of Festi LLC, the developer of a booking platform for local and community events and activities. Before joining entrepreneurship, Ms. Ting was a senior litigation attorney at Orlans PC (f/k/a Draper and Goldberg) between June 2022 and Oct 2017 specializing in business and commercial litigation. Ms. Ting received a J.D. degree from the Southern Methodist University Dedman School of Law in 1995, and a bachelor’s degrees in business administration and French from Pepperdine University in 1992.

We believe Ms. Ting qualifies as the company’s director because of her background in the legal industry.

Kin Zheng, Chief Financial

Officer. Mr. Zheng has served as the Chief Financial Officer of the Company since December 2025 and as the financial controller of JM Manufacturing HK since 2023, responsible for supervising accounting and finance function of the company. He joined JM Manufacturing HK in 2014. He served as the divisional merchandising manager between March 2014 and July 2020, and then served as the operation manager from June 2018 to April 2023. Before joining us, Mr. Zheng was the logistic and operation executive of Shing Yuan Limited, a Hong Kong paper manufacturing company, from 2010 through 2013. Prior to that, Mr. Zheng served as personal wealth consultant at Success International Bullion (HK) Ltd. Mr. Zheng received his Bachelor of Business Administration degree in Management from Zhejiang University, China in 2009.

Mr. Yue Chun Stephen Fung,

Independent Director. Mr. Fung has served as an independent director of the Company since December 2025. Mr. Fung has extensive experience in the retail and consumer goods industries. Currently, he is a non-executive director and member of the audit committee of the board of directors of China-Hong Kong Photo Products Holdings Limited (HKSE: 1123), a Hong Kong listed photo and imaging solutions developer and retailer. Since November 2018, Mr. Fung has been service as the China President of Fung Group that he joined in 2001, a Hong Kong based holding company with portfolio in the consumer goods industry, responsible for representing the interests of Fung Group and driving its growth in China. He is also the founder and Chief Executive Officer of Fung Kids Fashion (Holding) Limited, overseeing the children’s apparel, footwear and accessories retailing business. He was also the Vice President of Portfolio Management at Aetos Japan, an asset management firm that focuses on real estate assets. He has also held positions as a director of Fung Retailing Limited, a director of Toys“R”Us Asia and a director of Suhyang Networks Co., Ltd. Mr. Fung received his bachelor’s degree in Economics from Boston College in 1999 and his M.B.A. degree from the International University of Japan in 2005.

We believe Mr. Fung qualifies as the company’s director because of his experience as a public company director and his extensive experience in the retail and consumer goods industries.

Mr. Man Kit Chiu,

Independent Director. Mr. Chiu has served as an independent director of the Company since December 2025. Mr. Chiu has more a decade of experience in the financial industry. Mr. Chiu has served as a director of Sino Wealth Asset Management Limited, a Hong Kong based asset management firm licensed by the Hong Kong Securities & Future Commission (SFC), since September 2024, responsible for operations and management matters. From January 2022 to May 2024, Mr. Chiu served as the responsible officer of Poly Treasure Holdings Limited, a SFC licensed asset and investment management firm. Before joining Poly Treasure, Mr. Chiu served as a director of Nice Talent Asset Management Limited, a SFC licensed asset management firm, from November 2018 to December 2021. From 2017 to 2018, Mr. Chiu managed a global multi-assets fund and a Hong Kong property fund for SFC licensed Visionary Group Capital Management Limited. He joined Visionary Group after working for SFC licensed firms Tiger Securities Asset Management Company Limited and Target Capital Management Limited to manage Hong Kong equity funds. Mr. Chiu holds a SFC Type 4 (Advising on securities) and Type 9 (Asset Management) license in Hong Kong. He received his bachelor’s degree in Finance from Albright College in the United States.

We believe Mr. Chiu qualifies as the company’s director because of his extensive experience in equity capital market, asset management and corporate finance.

Sze Wai Li, Independent

Director. Ms. Li has served as an independent director of the Company since December 2025. Ms. Li has over 15 years of experience in professional auditing, corporate accounting and financial management. She currently serves as an executive director of Nice Talent Asset Management Limited., since July 2023, responsible for supervising finance, accounting and human resource matters. Prior to that, from February 2020 to July 2023 Ms. Li was the finance manager of the same company, responsible for accounting, finance and human resources matters. Currently, she also works as a senior manager at Nice Talent Capital Limited, a consultancy company in Hong Kong since 2015, overseeing accounting function of the company and providing accounting advisory services to clients. Prior that, Ms. Li was the project and investment manager of a Hong Kong company specializing in global commodities investment and trading, from 2011 through 2015. Earlier in her career, Ms. Li worked as an auditor for KPMG from 2006 through 2010, with her last position being Assistant Manager. Ms. Li received a Bachelor of Business Administration degree from the Chinese University of Hong Kong in 2006 and a Master of Laws in Corporate and Financial Law from The University of Hong Kong in 2014. She has been a member of the Hong Kong Institute of Certified Public Accountants (“HKICPA”) since February 2010.

We believe Ms. Li qualifies as the company’s director because of her experience in accounting and financial management.

None of the directors or executive officers have a family relationship as defined in Item 401 of Regulation S-K, except that our Chairman and Chief Executive Officer, Mr. Ting is brother of our director, Ms. Ting.

In addition, none of the events listed in Item 401(f) of Regulation S-K has occurred during the past ten years that is material to the evaluation of the ability or integrity of any of our directors, director nominees or executive officers.

B. Compensation

Compensation of Executive Officers

For the year ended September 30, 2025, we paid an aggregate of HKD1,267,500 (US$162,890) in cash to the Company’s executive officers and directors, and for the year September 30, 2023, we paid an aggregate of HKD1,267,500 (US$161,860) in cash to the Company’s executive officers and directors. The said payment was made by JM Manufacturing HK, our wholly-owned subsidiary. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers.

Employment Agreements

We have entered into an employment agreement (an “Operative Employment Agreement”) by and between JM Manufacturing HK and Mr. Zheng, our Chief Financial Officer and the financial controller of JM Manufacturing HK, on June 1, 2021. The Operative Employment Agreement provides the salary, remuneration and benefits of Mr. Zheng.

On December 9, 2025, the Company signed an employment agreement with each of Mr. Ting, Ms. Ting and Mr. Zheng.

Pursuant to each of the employment agreement, each officer will be appointed to their position for an initial term of 12 months and will be automatically extended for successive 12-month periods unless terminated earlier pursuant to the terms of the employment agreement. The executive’s salary, remuneration and benefits shall be reviewed by the board (or its designated compensation committee) and/or the management of the Company in accordance with the relevant policies adopted by the Company from time to time. We may terminate the employment for cause, at any time, by summary notice in writing with immediate effect without payment in lieu of notice, for certain acts of the executive, including but not limited to: (i) commission of any act of fraud or gross negligence by in the course of his or her employment; (ii) willful material misrepresentation at any time by the executive to the board; (iii) the willful failure or refusal to comply with any of the executive’s material obligations or to comply with a reasonable and lawful instruction of the board; or (iv) engagement by the executive in any misconduct or the commission by the executive of any act that is materially injurious or detrimental to the substantial interest of the Company and/or its subsidiaries and affiliated entities, as determined by the board.

The executive has agreed, throughout the term of the employment and at all times thereafter, that the executive shall keep in strict confidence and not to use all non-public information relating to the technology, business, financial condition and other aspects of the Company. In addition, the executive has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and for twelve (12) months following termination of the employment.

Except as disclosed above, we have not entered into other employment agreements with the Company’s officers.

Compensation of Independent Directors

For the fiscal year ended September 30, 2025, we did not provide any compensation to the Company’s independent directors.

Offer Letters

On December 9, 2025, we entered into an offer letter with each of our independent directors. Pursuant to the offer letter, each director will receive cash compensation of $500 per month.

C. Board Practices

Board of Directors

The Company’s board of directors consists of five directors. The Company’s board of directors has determined that the Company’s three independent directors, Yue Chun Stephen Fung, Man Kit Chiu and Sze Wai Li satisfy the “independence” requirements of Section 803 of the NYSE American Company Guide and Rule 10A-3 under the Exchange Act.

Duties of Directors

Under British Virgin Islands law, the Company’s directors owe fiduciary duties both at common law and under statute, including a statutory duty to act honestly, in good faith and with a view to the Company’s best interests. When exercising powers or performing duties as a director, the Company’s directors also have a duty to exercise the care, diligence and skills that a reasonable director would exercise in comparable circumstances, taking into account without limitation the nature of the company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken by him. In exercising the powers of a director, the directors must exercise their powers for a proper purpose and shall not act or agree to the company acting in a manner that contravenes the Company’s amended and restated memorandum and articles of association or the BVI Act. In fulfilling their duty of care to the Company, the Company’s directors must ensure compliance with the Company’s amended and restated memorandum and articles of association. The Company has the right to seek damages if the duty owed by the Company’s directors is breached.

The functions and powers of the Company’s board of directors include, among others:

●	appointing officers and determining the term of office of the officers;
●	authorizing the payment of donations to religious, charitable, public or other bodies, clubs, funds or associations as deemed advisable;
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●	exercising the borrowing powers of the company and mortgaging the property of the company;
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●	executing checks, promissory notes and other negotiable instruments on behalf of the company; and
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●	maintaining or registering a register of relevant charges of the company.
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Terms of Directors and Executive Officers

Each of the Company’s directors holds office until a successor has been duly elected and qualified unless the director is appointed by the board of directors, in which case such director holds office until the next following annual meeting of shareholders at which time such director is eligible for reelection. All of the Company’s executive officers are appointed by and serve at the discretion of the Company’s board of directors.

Qualification

There is currently no shareholding qualification for directors, although a shareholding qualification for directors may be fixed by the Company’s shareholders by ordinary resolution.

Insider Participation Concerning Executive Compensation

The Company’s Board of Directors, which consists of five members, is making all determinations regarding executive officer compensation from the time the Company first entered into employment agreements with executive officers up until the time where the three independent directors will be installed.

Committees of the Board of Directors

The Company has established three committees under the board of directors: An audit committee, a compensation committee and a nominating and corporate governance committee. Even though the Company is exempted from corporate governance standards because it is a foreign private issuer, the Company has voluntarily adopted a charter for each of the three committees. Each committee’s members and functions are described below.

Audit Committee. The Company’s audit committee consists of Messrs. Yue Chun Stephen Fung and Man Kit Chiu and Ms. Sze Wai Li. Ms. Li is the chairman of the Company’s audit committee. The Company has determined that each of Mr. Fung, Mr. Chiu and Ms. Li satisfies the “independence” requirements of Section 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Exchange Act. The Company’s board also has determined that Ms. Li qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses financial sophistication within the meaning of the Nasdaq Listing Rules. The audit committee oversees the Company’s accounting and financial reporting processes and the audits of the financial statements of the Company.

The audit committee is responsible for, among other things:

●	appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;
●	reviewing with the independent auditors any audit problems or difficulties and management’s response;
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●	discussing the annual audited financial statements with management and the independent auditors;
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●	reviewing the adequacy and effectiveness of the Company’s accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;
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●	reviewing and approving all proposed related party transactions;
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●	meeting separately and periodically with management and the independent auditors; and
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●	monitoring compliance with the Company’s code of business conduct and ethics, including reviewing the adequacy and effectiveness of the Company’s procedures to ensure proper compliance.
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*Compensation Committee.*The Company’s compensation committee consists of Messrs. Yue Chun Stephen Fung and Man Kit Chiu and Ms. Sze Wai Li. Mr. Fung is the chairman of the Company’s compensation committee. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to the Company’s directors and executive officers. The Company’s chief executive officer may not be present at any committee meeting during which his compensation is deliberated.

The compensation committee is responsible for, among other things:

●	reviewing and approving to the board with respect to the total compensation package for the Company’s most senior executive officers;
●	approving reviewing and recommending to the board with respect to the compensation of the Company’s directors; and overseeing the total compensation package for the Company’s executives other than the most senior executive officers;
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●	reviewing periodically and approving any long-term incentive compensation or equity plans;
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●	selecting compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s independence from management; and
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●	programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans.
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*Nominating and CorporateGovernance Committee.*The Company’s nominating and corporate governance committee consists of Messrs. Yue Chun Stephen Fung and Man Kit Chiu and Ms. Sze Wai Li. Mr. Chiu is the chairperson of the Company’s nominating and corporate governance committee. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become the Company’s directors and in determining the composition of the board and its committee.

The nominating and corporate governance committee is responsible for, among other things:

●	identifying and recommending nominees for election or re-election to the Company’s board of directors or for appointment to fill any vacancy;
●	reviewing annually with the Company’s board of directors its current composition in light of the characteristics of independence, age, skills, experience and availability of service to the Company;
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●	identifying and recommending to the Company’s board the directors to serve as members of committees;
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●	advising the board periodically with respect to significant developments in the law and practice of corporate governance as well as the Company’s compliance with applicable laws and regulations, and making recommendations to the Company’s board of directors on all matters of corporate governance and on any corrective action to be taken; and
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●	monitoring compliance with the Company’s code of business conduct and ethics, including reviewing the adequacy and effectiveness of the Company’s procedures to ensure proper compliance.
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Corporate Governance

The business and affairs of the company are managed under the direction of the Company’s Board. The Company has conducted Board meetings regularly since inception. Each of the Company’s directors has attended all meetings either in person, via telephone conference, or through written consent for special meetings. In addition to the contact information in this Annual Report, the Board has adopted procedures for communication with the officers and directors as the date hereof. Each shareholder will be given specific information on how he/she can direct communications to the officers and directors of the Company at the Company’s annual shareholders’ meetings. All communications from shareholders are relayed to the members of the Board.

Code of Business Conduct and Ethics

Our board has adopted a code of business conduct and ethics that applies to our directors, officers and employees. A copy of this code was filed as Exhibit 14.1 to the F-1 filed in connection with our IPO, which is incorporate by reference to this Annual Report.

Clawback Policy

We have adopted a Clawback Policy (the “Clawback Policy”) providing that in connection with an accounting restatement of our previously issued financial statements, we have the discretion to recover from current and former executive officers of the Company of certain incentive-based compensation that otherwise would not have been paid had it been determined based on the restated financial statements. A copy of the Clawback Policy was filed as Exhibit 99.10 to the F-1 filed in connection with our IPO, which is incorporated by reference to this Annual Report.

D. Employees

As of the date of this Annual Report, we have a total of 20 full-time employees.

Our success depends on our ability to attract, motivate, train and retain qualified personnel. We believe we offer our employees competitive compensation packages and an environment that encourages self-development and, as a result, have generally been able to attract and retain qualified personnel and maintain a stable core management team.

Hong Kong Employment Ordinance (“The Ordinance”) requires an employee employed under a continuous employment contract is entitled to sickness allowance if (1) the sick leave taken is not less than four consecutive days; (2) the sick leave take is supported by an appropriate medical certificate; and (3) the employee has accumulated sufficient number of paid sickness days. The daily rate of sickness allowance is a sum equivalent to four-fifths of the average daily wages earned by an employee in the 12-month period preceding the first sickness day.

The Ordinance also requires an employee is entitled to 12 statutory holidays regardless of his or her length of services. Holiday pay should be paid the employee whose continuous employment contract is not less than three months immediately preceding a statutory holiday is entitled to the holiday pay.

An employee is entitled to paid annual leave after having been employed under a continuous employment contract for every 12 months. An employee’s paid annual leave increases progressively from 7 days to a maximum of 14 days in accordance with his or her length of employment.

Under Hong Kong Mandatory Provident Fund Schemes Ordinance, an employer shall enroll their regular employees in Mandatory Provident Fund Schemes. Regular employees are those who are between 18 and 65 years of age and have been employed for consecutive 60 days or more. An employer is required to make regular mandatory contributions at least 5% of the employee’s monthly income between HKD7,000 and HKD30,000 and HKD1,500 of the employee’s monthly income over HKD30,000.

We believe we maintain a good working relationship with our employees, and we have not experienced any material labor disputes. None of our employees is represented by a labor union.

E. Share Ownership

See Item 7 below.

F. Disclosure of a registrant’s action to recover erroneously awarded compensation

Not applicable.

Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY

TRANSACTIONS

A. Major Shareholders

The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of the Company’s Holding’s Ordinary Shares as of the date of this Annual Report for:

●	each of the Company’s directors, and executive officers who beneficially own the Company’s Ordinary Shares; and
●	each person known to the Company to own beneficially more than 5.0% of the Company’s Ordinary Shares.
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Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Ordinary Shares shown as beneficially owned by them. The percentage of beneficial ownership of each listed person of the Company is based on 20,312,500 Ordinary Shares outstanding as of the date of this Annual Report.

Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of 5% or more of the Company’s Ordinary Shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of Ordinary Shares beneficially owned by a person listed below and the percentage ownership of such person, Ordinary Shares underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this Annual Report are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person.

	Ordinary Shares<br> Beneficially Owned
	Number		Percent
Directors and Executive Officers^(1)^:
Chun Kwok Stanley Ting		8,160,000		40.2	%
Rita Ting		-		-	%
Kin Zheng		-		-
Yue Chun Stephen Fung		-		-
Man Kit Chiu		-		-
Li Sze Wai		-		-
All directors and executive officers as a group		8,160,000		40.2	%
		-		-
5% Principal Shareholders:		-		-
Chun Kwok Stanley Ting		8,160,000		40.2	%
(1)	Unless otherwise indicated, the business address of each of the individuals is Unit 812, 8/F, Harbour Center Tower, 1 Hok Cheung Street, Hung Hom, Kowloon, Hong Kong.
---	---

The Company is not aware of any arrangement that may, at a subsequent date, result in a change of control of the Company.

As of the date of this Annual Report, there were 13 holders of record entered in our ordinary share register. The number of individual holders of record is based exclusively upon our share register and does not address whether a share or shares may be held by the holder of record on behalf of more than one person or institution who may be deemed to be the beneficial owner of a share or shares in our company.

To our knowledge, other than our Chairman and CEO, Chun Kwok Stanley Ting, no other shareholder beneficially owns more than 5% of our shares. Our company is not owned or controlled directly or indirectly by any government or by any corporation or by any other natural or legal person severally or jointly. Our major shareholders do not have any special voting rights.

B. Related Party Transactions

Related Party Transactions

In addition to the executive officer and director compensation arrangements discussed in “Compensation of Executive Officers,” below we describe transactions since incorporation, to which the Company has been a participant, in which the amount involved in the transaction is material to the Company and in which any of the following is a party: (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the Company; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them significant influence over the Company, and close members of any such individual’s family; (d) key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of the Company, including directors and senior management of companies and close members of such individuals’ families; and (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.

Set forth below are the related party transactions that we have entered into during the last three fiscal years and up to the date of this Annual Report.

a. Nature of Related Party Relationships

Name	Relationship with the Company
Mr. Ting Chun Kwok Stanley (“Mr. Ting”)	Controlling shareholder, Chief Executive Officer and Chairman of the Company and Executive Director of JM Manufacturing (HK) Limited, and Director of JM Group Limited
JMJM Limited	100% shareholding owned by Mr. Kin Zheng, a CFO of the Company and of JM Manufacturing (HK) Limited
Uniqloop Hong Kong Limited	25% shareholding owned by Mr. Ting (Chief Executive Officer), 25% shareholding owned by Mr. Ivan Chan (COO) and 10% shareholding owned by Mr. Kin Zheng (CFO) of the Company and of JM Manufacturing (HK) Limited
Tooti & Beyond Limited	100% shareholding owned by Mr. Ivan Chan, a COO of the Company and of JM Manufacturing (HK) Limited

b. Due from a related party

Due from a related party consisted of the following:

Name	As of<br> September 30,<br> 2023		As of<br> September 30,<br> 2024		As of<br> September 30,<br> 2025		As of September 30, 2025
	HKD		HKD		HKD		US
Mr. Ting (1)		—		7,049,425		—
JMJM Limited (2)		329,073		—		—
Uniqloop Hong Kong Limited (3)		67,117		—		—
Tooti & Beyond Limited (4)		321,298		—		—
Total purchase from related party		717,488		7,049,425		—

All values are in US Dollars.

(1)	The<br>receivable represented payments made on behalf of the director and shareholder by JM Manufacturing (HK) Limited. The amount was wholly<br>settled in cash subsequently on April 3, 2025.
(2)	Payments<br>made on behalf of the CFO by the entity for operating purposes. The amount was wholly transferred to Stanley on September 30, 2024.
---	---
(3)	Payments<br>made on behalf of the COO and shareholder by the entity for operating purposes. The amount was wholly settled in cash subsequently on<br>August 22, 2024.
---	---
(4)	Payments<br>made on behalf of the COO and shareholder by the entity for operating purposes. The amount was wholly transferred to Stanley on September<br>30, 2024.
---	---

c. Accounts due to a related party

Due to a related party consisted of the following:

Name	As of<br> September 30,<br> 2023			As of<br> September 30,<br> 2024			As of<br> September 30,<br> 2025		As of September 30, 2025
	HKD			HKD			HKD		US
Mr. Ting (1) (2)		(1,568,646	)		(6,006	)		—
Total		(1,568,646	)		(6,006	)		—

All values are in US Dollars.

(1)	On September 25, 2024, the Company entered into a debt waiver agreement with Mr. Ting, a director and shareholder of the Company, for the waiver of debt totaling HKD1,568,646 by Mr. Ting.
(2)	During the fiscal year ended of September 30, 2025, the Company has<br>subsequently repaid the amount of HKD6,006 (US$772) to Mr. Ting, a controlling shareholder and the CEO of the Company in January<br>2026.

Employment Agreements

See “Item 6. Directors,Senior Management and Employees — B. Compensation — Employment Agreement.”

Policies and Procedures for Related Party Transactions

Our board of directors has established an audit committee which is tasked with review and approval of all related party transactions.

C. Interests of Experts and Counsel

Not applicable.

Item 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

See Item 19 for our audited consolidated financial statements.

Legal Proceedings

Dividend Policy

The holders of our Ordinary Shares are entitled to dividends out of funds legally available when and as declared by our board of directors. Our board of directors has never declared a dividend and does not anticipate declaring a dividend in the foreseeable future. Should we decide in the future to pay dividends, as a holding company, our ability to do so and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiaries and other holdings and investments. In addition, our operating subsidiaries may, from time to time, be subject to restrictions on their ability to make distributions to us, including as a result of restrictive covenants in loan agreements, restrictions on the conversion of local currency into U.S. dollars or other hard currency and other regulatory restrictions. In the event of our liquidation, dissolution or winding up, holders of our Ordinary Shares are entitled to receive, ratably, the net assets available to shareholders after payment of all creditors.

B. Significant Changes

Except as disclosed elsewhere in this Annual Report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this Annual Report.

Item 9. THE OFFER AND LISTING

A. Offering and Listing Details.

Our Ordinary Shares are currently listed on NYSE American under the symbol “JMG” since December 10, 2025.

On December 9, 2025, the Company’s registration statement on Form F-1 (SEC File No. 333- 289556) relating to an IPO of up to 4,312,500 Ordinary Shares was declared effective by the SEC. On December 11, 2025, the IPO was closed with 3,750,000 Ordinary Shares issued at a public offering price of $4.00 per share. On December 17, 2025, upon the underwriters’ exercise of the Over-Allotment Option, the Company sold 562,500 Ordinary Shares at a price of $4.00 per share. As a result, the Company has raised gross proceeds of $17,250,000 in the IPO, including the exercise of the Over-Allotment Option, before deducting underwriting discounts and offering expenses.

B. Plan of Distribution

Not applicable.

C. Markets

Our ordinary shares are currently listed on the NYSE American under the symbol “JMG.”

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

Item 10. ADDITIONAL INFORMATION

A. Share Capital

Not applicable.

B. Amended and Restated Memorandum and Articles of Association

The information required by Item 10.B of Form 20-F is included in the section titled “Description of Share Capital” in our F-1, which section is incorporated herein by reference. Our Amended and Restated Memorandum and Articles of Association are filed as Exhibit 2.1 and are hereby incorporated by reference into this Annual Report.

C. Material Contracts

The information required by Item 10.C of Form 20-F is included in the sections titled “Our Business,” “Directors and Executive Officers,” “Related Party Transactions,” and “Underwriting” in our F-1 in connection with the IPO, which sections are incorporated herein by reference.

D. Exchange Controls

Under the British Virgin Islands law, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to nonresident holders of our Ordinary Shares.

E. Taxation

Material U.S. Federal Income Tax Consequences Applicable to U.S.

Holders of JM Group’s Ordinary Shares

The following sets forth the material U.S. federal income tax consequences related to an investment in JM Group’s ordinary shares. It is directed to U.S. Holders (as defined below) of JM Group’s ordinary shares and is based upon laws and relevant interpretations thereof in effect as of the date of the annual report, all of which are subject to change. This description does not deal with all possible tax consequences relating to an investment in JM Group’s Ordinary Shares or U.S. tax laws, other than the U.S. federal income tax laws, such as the tax consequences under non-U.S. tax laws, state, local and other tax laws.

The following brief description applies only to U.S. Holders (defined below) that hold JM Group’s ordinary shares as capital assets and that have the U.S. dollar as their functional currency. This brief description is based on the federal income tax laws of the United States in effect as of the date of the annual report and on U.S. Treasury regulations in effect or, in some cases, proposed, as of the date of the annual report, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below.

The brief description below of the U.S. federal income tax consequences to “U.S. Holders” will apply to you if you are a beneficial owner of Ordinary Shares and you are, for U.S. federal income tax purposes:

●	an individual who is a citizen or resident of the United States;
●	a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any state thereof or the District of Columbia;
---	---

●	an estate whose income is subject to U.S. federal income taxation regardless of its source; or
●	a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
---	---

If a partnership (or other entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of JM Group’s ordinary shares, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership. Partnerships and partners of a partnership holding JM Group’s ordinary shares are urged to consult their tax advisors regarding an investment in JM Group’s ordinary shares.

JM GROUP URGES POTENTIAL PURCHASERS OF JM GROUP’S ORDINARY SHARES TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF JM GROUP’S ORDINARY SHARES.

The following does not address the tax consequences to any particular investor or to persons in special tax situations such as:

●	banks;
●	financial institutions;
---	---
●	insurance companies;
---	---
●	pension plans;
---	---
●	cooperatives;
---	---
●	regulated investment companies;
---	---
●	real estate investment trusts;
---	---
●	broker-dealers;
---	---
●	traders that elect to use a mark-to-market method of accounting;
---	---
●	U.S. expatriates;
---	---
●	certain former U.S. citizens or long-term residents;
---	---

●	tax-exempt entities (including private foundations);
●	persons liable for alternative minimum tax;
---	---
●	persons holding JM Group’s ordinary shares as part of a straddle, hedging, conversion or integrated transaction;
---	---
●	persons that actually or constructively own 10% (by vote or value) or more of JM Group’s voting shares (including by reason of owning JM Group’s ordinary shares);
---	---
●	persons who acquired JM Group’s ordinary shares pursuant to the exercise of any employee share option or otherwise as compensation;
---	---
●	persons holding JM Group’s ordinary shares through partnerships or other pass-through entities;
---	---
●	events, hip-hop, and marketing industries investment trusts;
---	---
●	governments or agencies or instrumentalities thereof;
---	---
●	beneficiaries of a Trust holding JM Group’s ordinary shares; or
---	---
●	persons holding JM Group’s ordinary shares through a trust.
---	---

All of whom may be subject to tax rules that differ significantly from those discussed below.

The discussion set forth below is addressed only to U.S. Holders that purchase ordinary shares of the Company. Prospective purchasers are urged to consult their own tax advisors about the application of the U.S. federal income tax rules to their particular circumstances as well as the state, local, foreign and other tax consequences to them of the purchase, ownership and disposition of JM Group’s ordinary shares.

Taxation of Dividends and Other Distributions on JM Group’s

Ordinary Shares

Subject to the passive foreign investment company rules discussed below, the gross amount of distributions made by the Company to you with respect to JM Group’s ordinary shares (including the amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date of receipt by you, but only to the extent that the distribution is paid out of JM Group’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.

With respect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1) JM Group’s ordinary shares are readily tradable on an established securities market in the United States, or JM Group is eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange of information program, (2) JM Group is not a PFIC for either JM Group’s taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. Because there is no income tax treaty between the United States and the BVI, clause (1) above can be satisfied only if the Ordinary Shares are readily tradable on an established securities market in the United States. Under U.S. Internal Revenue Service authority, JM Group’s ordinary shares are considered for purpose of clause (1) above to be readily tradable on an established securities market in the United States, provided they are listed on the NYSE American. You are urged to consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to JM Group’s ordinary shares, including the effects of any change in law after the date of annual report.

Dividends will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied by the reduced rate divided by the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by the Company with respect to JM Group’s ordinary shares will constitute “passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.”

To the extent that the amount of the distribution exceeds JM Group’s current and accumulated earnings and profits (as determined under U.S. federal income tax principles), it will be treated first as a tax-free return of your tax basis in your Ordinary Shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. JM Group does not intend to calculate JM Group’s earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.

Taxation of Dispositions of JM Group’s Ordinary Shares

Subject to the passive foreign investment company rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of a share equal to the difference between the amount realized (in U.S. dollars) for the share and your tax basis (in U.S. dollars) in the Ordinary Shares. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who has held the JM Group’s ordinary shares for more than one year, you will be eligible for reduced tax rates. The deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize will generally be treated as United States source income or loss for foreign tax credit limitation purposes.

Information Reporting and Backup Withholding

Dividend payments with respect to JM Group’s ordinary shares and proceeds from the sale, exchange or redemption of JM Group’s ordinary shares may be subject to information reporting to the U.S. Internal Revenue Service and possible U.S. backup withholding at a current rate of 24%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification on U.S. Internal Revenue Service Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on U.S. Internal Revenue Service Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the U.S. Internal Revenue Service and furnishing any required information. JM Group does not intend to withhold taxes for individual shareholders. However, transactions effected through certain brokers or other intermediaries may be subject to withholding taxes (including backup withholding), and such brokers or intermediaries may be required by law to withhold such taxes.

Under the Hiring Incentives to Restore Employment Act of 2010, certain U.S. Holders are required to report information relating to JM Group’s ordinary shares, subject to certain exceptions (including an exception for JM Group’s ordinary shares held in accounts maintained by certain financial institutions), by attaching a complete Internal Revenue Service Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold JM Group’s ordinary shares. Failure to report the information could result in substantial penalties. You should consult your own tax advisor regarding your obligation to file Form 8938.

Passive Foreign Investment Company (“PFIC”)

In general, JM Group will be a PFIC for any taxable year in which:

●	at least 75% of JM Group’s gross income is passive income, or
●	at least 50% of the value (based on a quarterly average) of JM Group’s assets is attributable to assets that produce or are held for the production of passive income.
---	---

For this purpose, passive income generally includes dividends, interest, royalties and rents (other than royalties and rents derived in the active conduct of a trade or business and not derived from a related person), as well as gains from the sale of assets (such as stock) that produce passive income, foreign currency gains, and certain other categories of income. If JM Group owns at least 25% (by value) of the stock of another corporation, JM Group will be treated, for purposes of determining whether it is a PFIC, as owning its proportionate share of the other corporation’s assets and receiving its proportionate share of the other corporation’s income.

Based on the manner in which JM Group currently operate its business, the current and expected composition of its income and assets and the expected value of its assets (including the value of its goodwill, which is based on the price of its Ordinary Shares), JM Group does not believe that it was a PFIC for its taxable year ended September 30, 2025. However, PFIC status is determined annually based on the Company’s income, assets and activities for the entire taxable year, thus it is not possible to determine whether JM Group will be characterized as a PFIC any taxable year until after the close of that year. Because JM Group holds a substantial amount of cash, it may be or become a PFIC if its market capitalization declines. Accordingly, there can be no assurance that JM Group will not be a PFIC for its current taxable year ending December 31, 2026 or any future taxable year.

If JM Group is a PFIC for any taxable year during which you hold JM Group’s Ordinary Shares and you do not make a timely mark-to-market election, as described below, you will be subject to special tax rules with respect to any “excess distribution” received and any gain realized from a sale or other disposition, including a pledge, of JM Group’s Ordinary Shares. Distributions received in a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or your holding period for JM Group’s Ordinary Shares will be treated as excess distributions. Under these special tax rules:

●	the excess distribution or gain will be allocated ratably over your holding period for JM Group’s Ordinary Shares,
●	the amount allocated to the current taxable year, and any amount allocated to any taxable year in your holding period prior to the first taxable year in which JM Group is a PFIC, will be treated as ordinary income, and
---	---
●	the amount allocated to each other year will be subject to tax at the highest income tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.
---	---

Although the determination of whether JM Group is a PFIC is made annually, if it is a PFIC for any taxable year in which you hold JM Group’s ordinary shares, you will generally be subject to the special tax rules described above for that year and for each subsequent year in which you hold JM Group’s ordinary shares (even if it does not qualify as a PFIC in any subsequent years). However, if JM Group ceases to be a PFIC, you can avoid the continuing impact of the PFIC rules by making a special election to recognize gain as if your Ordinary Shares had been sold on the last day of the last taxable year during which it was a PFIC. You are urged to consult your tax advisor about this election.

In certain circumstances, in lieu of being subject to the special tax rules discussed above, you may make a mark-to-market election with respect to JM Group’s Ordinary Shares provided such Ordinary Shares are treated as “marketable stock.” JM Group’s ordinary shares generally will be treated as marketable stock if JM Group’s ordinary shares are “regularly traded” on a “qualified exchange or other market” (within the meaning of the applicable Treasury regulations). Under current law, the mark-to-market election may be available to shareholders if JM Group’s Ordinary Shares are quoted on the Nasdaq, which constitutes a qualified exchange, although there can be no assurance that JM Group’s ordinary shares will be “regularly traded” for purposes of the mark-to-market election. If you make an effective mark-to-market election, for each taxable year that JM Group is a PFIC, you will include as ordinary income the excess of the fair market value of your Ordinary Shares at the end of the year over your adjusted basis in the Ordinary Shares. You will be entitled to deduct as an ordinary loss in each such year the excess of your adjusted basis in the Ordinary Shares over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. If you make an effective mark-to-market election, any gain you recognize upon the sale or other disposition of JM Group’s ordinary shares in a year that JM Group is a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. Your adjusted basis in JM Group’s ordinary shares will be increased by the amount of any income inclusion and decreased by the amount of any deductions, in each case, to the extent provided for under the mark-to-market rules. If you make a mark-to-market election it will be effective for the taxable year for which the election is made and all subsequent taxable years unless JM Group’s ordinary shares are no longer regularly traded on a qualified exchange or other market, or the IRS consents to the revocation of the election. You are urged to consult your tax advisor about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances.

A different election, known as the “qualified electing fund” or “QEF” election is generally available to holders of PFIC stock (but not warrants), but requires that the corporation provide the holders with a “PFIC Annual Information Statement” containing certain information necessary for the election, including the holder’s pro rata share of the corporation’s earnings and profits and net capital gains for each taxable year, computed according to United States federal income tax principles. JM Group does not intend, however, to determine its earnings and profits or net capital gain under United States federal income tax principles, nor does it intend to provide United States Holders with a PFIC Annual Information Statement. Therefore, you should not expect to be eligible to make this election.

If you do not make a timely “mark-to-market” election (as described above), and if JM Group was a PFIC at any time during the period you hold the Ordinary Shares, then such JM Group’s ordinary shares will continue to be treated as stock of a PFIC with respect to you even if JM Group ceases to be a PFIC in a future year, unless you make a “purging election” for the year it ceases to be a PFIC (no such election is available to warrants). A “purging election” creates a deemed sale of JM Group’s ordinary shares at their fair market value on the last day of the last year in which it is treated as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, you will have a new basis (equal to the fair market value of JM Group’s ordinary shares on the last day of the last year in which JM Group is treated as a PFIC) and holding period (which new holding period will begin the day after such last day) in JM Group’s ordinary shares for tax purposes.

If JM Group is a PFIC for any taxable year during which you hold JM Group’s ordinary shares and any of JM Group’s non-United States subsidiaries is also a PFIC, you will be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. Because a mark-to-market election cannot be made for any lower-tier PFICs that a PFIC may own, if you make a mark-to-market election with respect to JM Group’s ordinary shares, you may continue to be subject to the general PFIC rules with respect to your indirect interest in any of JM Group’s non-United States subsidiaries that is classified as a PFIC. You are urged to consult your tax advisors about the application of the PFIC rules to any of JM Group’s subsidiaries.

100

If you hold JM Group’s ordinary shares in any year in which it is classified as a PFIC, you will generally be required to file IRS Form 8621 and to provide certain annual information regarding such Ordinary Shares, including regarding distributions received on the Ordinary Shares and any gain realized on the disposition of JM Group’s ordinary shares. The failure to file IRS Form 8621 could result in the imposition of penalties and the extension of the statute of limitations with respect to U.S. federal income tax. You are urged to consult your tax advisors concerning the United States federal income tax consequences of holding JM Group’s ordinary shares if it is considered a PFIC in any taxable year and the availability, manner and advisability of making any elections.

Hong Kong Profits Taxation

JM Group’s subsidiary, JM Manufacturing HK, is a Hong Kong entity subject to the two-tier profit tax rates system according to Hong Kong tax rules and regulations.

The two-tier profits tax rates system was introduced under the Inland Revenue (Amendment) (No.3) Ordinance 2018 (the “Ordinance”) of Hong Kong became effective for the assessment year 2018/2019. Under the two-tier profit tax rates regime, the profits tax rate for the first HKD 2 million of assessable profits of a corporation will be subject to the lowered tax rate, 8.25% while the remaining assessable profits will be subject to the legacy tax rate, 16.5%. The Ordinance only allows one entity within a group of “connected entities” is eligible for the two-tier tax rate benefit. An entity is a connected entity of another entity if (1) one of them has control over the other; (2) both of them are under the control (more than 50% of the issued share capital) of the same entity; (3) in the case of the first entity being a natural person carrying on a sole proprietorship business-the other entity is the same person carrying on another sole proprietorship business. Under the Ordinance, it is an entity’s election to nominate an entity that will be subject to the two-tier profits tax rate on its Profits Tax Return. The election is irrevocable.

JM Manufacturing HK elected the two-tier profits tax rate for its tax years of 2022/2023, 2023/2024 and 2024/2025.

British Virgin Islands Taxation

The Company and all distributions, interest and other amounts paid by the Company to persons who are not tax resident in the British Virgin Islands will not be subject to any income, withholding or capital gains taxes in the British Virgin Islands, with respect to the Ordinary Shares in the Company owned by them and dividends received on such shares, nor will they be subject to any estate or inheritance taxes in the British Virgin Islands.

No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not tax resident in the British Virgin Islands with respect to any shares, debt obligations or other securities of the Company.

Except to the extent that JM Group has any interest in real property in the British Virgin Islands, all instruments relating to transactions in respect of the shares, debt obligations or other securities of the Company and all instruments relating to other transactions relating to the business of the Company are exempt from the payment of stamp duty in the British Virgin Islands.

There are currently no withholding taxes or exchange control regulations in the British Virgin Islands applicable to the Company or its shareholders.

101

British Virgin Islands Economic Substance Legislation

The British Virgin Islands, together with several other non-European Union jurisdictions, has introduced legislation aimed at addressing concerns raised by the Council of the European Union (the “EU”) as to offshore structures engaged in certain activities which attract profits without real economic activity. With effect from January 1, 2019, the Economic Substance (Companies and Limited Partnerships) Act, 2018 (the “ES Act”) came into force in the British Virgin Islands introducing certain economic substance requirements for in-scope British Virgin Islands entities which are engaged in certain “relevant activities”.

Although it is presently anticipated that the ES Act will have little material impact on the Company or its operations, as the legislation is relatively new and remains subject to further clarification and interpretation, it is not currently possible to ascertain the precise impact of these legislative changes on the Company.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

We have previously filed the F-1 and the Final Prospectus in connection with our IPO with the SEC.

We are subject to the periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four months after the end of each fiscal year. The SEC also maintains a web site at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

I. Subsidiary Information

For a listing of our subsidiaries, see “Item 4. Information on the Company — A. History and Development of the Company.”

J. Annual Report to Security Holders

Not applicable.

102

Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

We do not use financial instruments for speculative trading purposes, and do not hold any derivative financial instruments that could expose us to significant market risk. Our primary market risk exposures are changes in interest rates and foreign currency fluctuations.

Interest Rate Risk

Our exposure on cash flow interest rate risk mainly arises from our deposits with banks.

Foreign Currency Risk

Item 12. DESCRIPTION OF SECURITIES OTHER THAN

EQUITY SECURITIES

Apart from Items 12.D.3 and 12.D.4, this Item 12 is not applicable for annual reports on Form 20-F. As to Items 12.D.3 and 12.D.4, this Item 12 is not applicable, as the Company does not have any American Depositary Shares.

103

Part II

Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS

AND USE OF PROCEEDS

See “Item 10. AdditionalInformation” for a description of the rights of securities holders, which remain unchanged.

Use of Proceeds

IPO

We consummated our IPO on December 11, 2025, and the offering of the over-allotment option from the IPO on December 17, 2025. In the aggregate, we received aggregate gross proceeds of US$17.25 million from the IPO of 4,312,500 Ordinary Shares at an offering price of $4.00 per share, before deducting underwriting discounts and other related expenses.

We have earmarked the proceeds of the IPO as follows: 25% on brand promotion and marketing; 25% on recruitment of talented personnel; 25% on strategic investments and acquisitions; and 25% on general working capital.

As of this annual report, we have no specific acquisition or investment targets, agreements, or commitments. We intend to seek complementary businesses, products or services.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of the IPO. Our management, however, will have significant flexibility and discretion to apply the net proceeds of the IPO. If an unforeseen event occurs or business conditions change, we may use the proceeds of the IPO differently than as described in this Annual Report. To the extent that the net proceeds JM Group receives from the IPO are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments.

104

Item 15. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, we carried out an evaluation of the effectiveness of our disclosure controls and procedures, which is defined in Rules 13a-15(e) of the Exchange Act, as of September 30, 2025. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures as of September 30, 2025, were not effective at the reasonable assurance level due to the material weakness described below.

Internal Control over Financial Reporting

In connection with the audit of our financial statements for the years ended September 30, 2025 and 2024, we identified two material weakness in our internal control over financial reporting, as defined in the standards established by the Public Company Accounting Oversight Board of the United States, as of September 30, 2025. The material weakness identified relates to (i) inadequate segregation of duties for certain key functions due to limited staff and resources; and ii) a lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to formalize key controls over financial reporting and to prepare consolidated financial statements and related disclosures.

In response to the material weaknesses identified, we are in the process of implementing a number of measures to address the material weakness identified, including but not limited to (i) hiring more qualified staff to fill up the key roles in the operations; ii) setting up a financial and system control framework with formal documentation of policies and controls in place. See “Item 3. Key Information — D. Risk Factors— Risks Related toOur Corporate Structure - JM Group’s lack of effective internal controls over financial reporting may affect its ability to accuratelyreport its financial results or prevent fraud, which may affect the market for and price of JM Group’s Ordinary Shares.”

Notwithstanding the material weaknesses identified as described above, we believe that our consolidated financial statements contained in this Annual Report on Form 20-F fairly present our financial position, results of operations and cash flows for the years covered thereby in all material respects.

Attestation Report of the Registered Public

Accounting Firm

We did not include an attestation report of the company’s registered public accounting firm in this Annual Report on Form 20-F due to rules of the SEC where domestic and foreign registrants that are non-accelerated filers, which we are, and “emerging growth companies” which we also are, are not required to provide the auditor attestation report.

Changes in Internal Control over Financial

Reporting

Other than those disclosed above, there were no changes in our internal controls over financial reporting that occurred during the period covered by this Annual Report on Form 20-F that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

105

Item 16.

RESERVED

Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Our Board of Directors has determined that Mr. Sze Wai Li is an audit committee financial expert as that term is defined in Item 16A(b) of Form 20-F, and “independent” as that term is defined in the Nasdaq listing standards.

Item 16B. CODE OF ETHICS

Our Board has adopted a code of business conduct and ethics that applies to our directors, officers and employees. A copy of this code was filed as Exhibit 14.1 to the F-1, which is incorporate by reference to this Annual Report.

Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit fees have been incurred, on an as-accrued basis, by WWC, P.C. for the years ended September 30, 2025, and September 30, 2024 with the following table, respectively:

	September 30,<br> 2025	September 30,<br> 2024
	USD$	USD$
Audit Fees*
*	Audit Fees – This category includes the audit of our annual financial statements, review of interim financial statements and services that are normally provided by the independent registered public accounting firm in connection with engagements for those years and services that are normally provided by our independent registered public accounting firm in connection with statutory audits and SEC regulatory filings or engagements.
---	---

The policy of our audit committee is to pre-approve all audit and non-audit services provided by our independent auditor, including audit services, audit-related services, tax services and other services.

Our Audit Committee evaluated and approved in advance the scope and cost of the engagement of an auditor before the auditor rendered its audit and non-audit services.

Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS

FOR AUDIT COMMITTEES

Not applicable.

Item 16E. PURCHASES OF EQUITY SECURITIES BY

THE ISSUER AND AFFILIATED PURCHASERS

Not applicable.

Item 16F. CHANGE IN REGISTRANT’S CERTIFYING

ACCOUNTANT

Not applicable.

106

Item 16G. CORPORATE GOVERNANCE

See “Item 6. Directors,Senior Management and Employees” for more information.

Item 16H. MINE SAFETY DISCLOSURE

Not applicable.

Item 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

INSPECTIONS

Not applicable.

Item 16J. INSIDER TRADING POLICIES

We have adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, senior management, and employees, a copy of which is filed as an exhibit to this Annual Report.

The policy provides a periodic blackout period where in the event that only semi-annual and annual financial results of the Company are filed or furnished with the SEC or publicly available to its shareholders through other distribution channel, trading in the Company’s securities is prohibited during the period beginning at the close of the market on the fifteenth (15th) calendar day preceding the end of a semi-annual period or fiscal year and ending at the close of the market on the second (2nd) business day after the Company’s financial results are publicly released or disclosed.

Item 16K. CYBERSECURITY

Risk Management and Strategy

We recognize the importance of developing, implementing, and maintaining appropriate and adequate administrative and technical measures to safeguard our information management security systems and protect the confidentiality, integrity, and availability of data. Therefore, we have developed and maintain a comprehensive cybersecurity risk management program that focuses on monitoring, risk mitigation and risk response, in order to ensure the security and safety of our computer systems, networks, cloud services, software, and all data stored therein.

We have implemented protocols to protect against cybersecurity threats and prevent unauthorized access to sensitive data. We conduct regular assessment of the Company’s cybersecurity risks and vulnerabilities, by identifying potential threats, assessing the likelihood and potential impact of cyberattacks. We also conduct ongoing evaluation of the industry trends and regulatory environments to ensure we are in full compliance with applicable cybersecurity laws and regulations in all jurisdictions where we operate. We have set in place an efficient risk mitigation and control and incident response protocols to identify potential risks, detect, effectively respond to, and recover from cybersecurity breaches. We also provide regular training programs to our employees to enhance their awareness about cybersecurity risks and better understand their roles and responsibilities in safeguarding company assets and data.

Overall, we believe that we have established a robust framework to protect against cybersecurity threats, mitigate risks, preserve customer trust and reputation, and support the sustainable growth of our Company.

Governance

Our cybersecurity program is managed by our Chief Financial Officer, Kin Zheng , for implementing company-wide cybersecurity policies, protocols, and procedures. Our Audit Committee is responsible for overseeing our cybersecurity program. The Chief Financial Officer reports to our board of directors and our Chief Executive Officer.

107

Part III

Item 17. FINANCIAL STATEMENTS

We have elected to provide financial statements pursuant to Item 18.

Item 18. FINANCIAL STATEMENTS

The consolidated financial statements of JM Group Limited and its subsidiaries are included at the end of this Annual Report.

Item 19. EXHIBITS

EXHIBIT INDEX

Exhibit	Exhibit title
1.1	Amended and Restated Memorandum and Articles of Association
2.1	Specimen Certificate for Ordinary Shares (Previously filed; incorporated by reference to Exhibit 2.1 filed with the Registration Statement on Form F-1 (File No. 333-289556)).
2.2	Description of Securities registered under Section 12 of the Securities Exchange Act of 1934
4.1	Underwriting<br>Agreement (Previously filed; incorporated by reference to Exhibit 4.1 filed with the Registration Statement on Form F-1 (File No.<br>333-289556)).
4.2	Form<br> of Purchase Order between JM Manufacturing (HK) Limited and Harvest Giant Inc. Limited (Previously filed; incorporated by<br> reference to Exhibit 10.4 filed with the Registration Statement on Form F-1 (File No. 333-289556)).
4.3	Vendor<br>Agreement, with Five Below (August 2023 version) (Previously filed; incorporated by reference to Exhibit 10.5 filed with the Registration<br>Statement on Form F-1 (File No. 333-289556)).
4.4	Vendor Agreement, with Five Below (2025 version).
4.5	Commission<br>Agreement, dated April 1, 2022, by and between JM Manufacturing (HK) Limited and Sales Agent (Previously filed; incorporated by reference to<br>Exhibit 10.6 filed with the Registration Statement on Form F-1 (File No. 333-289556)).
4.6	Employment Agreement, dated December 9, 2025 by and between the Registrant and Chun Kwok Stanley Ting.
4.7	Employment Agreement, dated December 9, 2025 by and between the Registrant and Kin Zheng.
4.8	Employment Agreement, dated December 9, 2025 by and between the Registrant and Rita Ting.
4.9	Form<br>of Offer Letter, by and between the Registrant and the Registrant’s independent directors (Previously filed; incorporated by reference to<br>Exhibit 10.2 filed with the Registration Statement on Form F-1 (File No. 333-289556)).
4.10	Form of Indemnification Agreement with the Registrant’s directors and officers (Previously filed; incorporated by reference to Exhibit 10.3 filed with the Registration Statement on Form F-1 (File No. 333-289556)).
4.11	Form<br>of Lock-Up Agreement with the Registrant’s directors and officers.
8.1	List of Subsidiary
11.1	Code of Business Conduct and Ethics of the Registrant
11.2	Insider Trading Policy of the Registrant
12.1	Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.
12.2	Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.
13.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1	Clawback Policy
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

108

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

JM Group Limited
By:	/s/ Chun Kwok Stanley Ting
Name:	Chun Kwok Stanley Ting
Title:	Chief Executive Officer <br><br>(Principal Executive Officer)
Dated:	February 10, 2026

109

JM GROUP LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1171)	F-2
Consolidated Balance Sheets<br> as of September 30, 2024 and 2025	F-3
Consolidated Statements of Income (Loss) for the Years Ended September 30, 2023, 2024 and 2025	F-4
Consolidated Statements of Changes in Shareholders’ Deficit for the Years Ended September 30, 2023, 2024 and 2025	F-5
Consolidated Statements of Cash Flows for the Years Ended September 30, 2023, 2024 and 2025	F-6
Notes to Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To:	The Board of Directors and Shareholders of
	JM Group Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of JM Group Limited and its subsidiary (collectively the “Company”) as of September 30, 2024 and 2025, and the related consolidated statements of income (loss), changes in shareholders’ deficit, and cash flows for each of the years in the three-year period ended September 30, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2025, and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, 2025, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter — Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying the consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As disclosed in Note 2 to the consolidated financial statements, the Company has a significant working capital deficiency, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding those matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of our internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ WWC, P.C. WWC, P.C. Certified Public Accountants PCAOB ID No. 1171

We have served as the Company’s auditor since 2024 San Mateo, California February 10, 2026

F-2

JM GROUP LIMITED

CONSOLIDATED BALANCE SHEETS


			2025			2025
			HKD			US
ASSETS
CURRENT ASSETS
Cash	4,858,613			17,647,097
Accounts receivable, net	55,063,982			73,118,737
Prepayments	11,006,599			20,109,711
Amount due from related party	7,049,425			—
Other current assets	16,653			380,698
TOTAL CURRENT ASSETS	77,995,272			111,256,243
NON-CURRENT ASSETS
Property and equipment, net	114,559			89,687
Deposits	516,303			671,353
Deferred initial public offering cost	465,001			2,840,093
Right-of-use assets – operating lease	684,418			910,917
TOTAL NON-CURRENT ASSETS	1,780,281			4,512,050
TOTAL ASSETS	79,775,553			115,768,293
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Short-term loan	40,228,954			35,073,118
Long-term loan, current portion	2,569,828			1,804,576
Accounts payable	64,439,616			88,109,787
Finance lease obligation, current	80,997			27,622
Operating lease obligation, current	684,418			910,917
Taxes payable	1,624,235			3,192,873
Accrued expenses	2,487,951			2,094,325
Commission payable	110,633			343,111
Amount due to related party	6,006			—
Contract liabilities	1,226,534			2,035,781
Other payable	823,580			—
TOTAL CURRENT LIABILITIES	114,282,752			133,592,110
NON-CURRENT LIABILITIES
Long-term loan, non-current	7,782,965			5,833,200
Finance lease obligation, net of current portion	27,622			—
Amount due to related party, non-current	—			6,006
TOTAL NON-CURRENT LIABILITIES	7,810,587			5,839,206
TOTAL LIABILITIES	122,093,339			139,431,316
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ DEFICIT
Ordinary Shares, US0.0000625 par value, 800,000,000 Ordinary Shares authorized, and 16,000,000 Ordinary Shares issued and outstanding as of September 30, 2024 and 2025, respectively(1)	7,831			7,831
Additional paid-in capital	11,692,169			11,692,169
Accumulated losses	(54,017,786	)		(35,363,023	)		)
TOTAL SHAREHOLDERS’ DEFICIT	(42,317,786	)		(23,663,023	)		)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	79,775,553			115,768,293

All values are in US Dollars.

(1)	Giving retroactive effect to the 16,000-for-1 share split effected on July 24, 2025.

The accompanying notes are an integral part of these consolidated financial statements.

F-3

JM GROUP LIMITED

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

	For the Years ended September 30,
	2023			2024			2025			2025
	HKD			HKD			HKD			US
REVENUE
Sales of products		119,097,976			221,238,043			269,387,554
OPERATING EXPENSES
Merchandise costs		(107,284,282	)		(188,757,892	)		(231,201,997	)		)
Selling, general and administrative expenses		(33,545,670	)		(24,887,221	)		(14,540,696	)		)
Total operating expenses		(140,829,952	)		(213,645,113	)		(245,742,693	)		)
(LOSS) INCOME FROM OPERATIONS		(21,731,976	)		7,592,930			23,644,861
INTEREST INCOME (EXPENSE) AND OTHER INCOME (EXPENSE)
Interest expense, net		(3,057,359	)		(3,399,000	)		(2,505,348	)		)
(Loss) gain from foreign currency exchange, net		(84,123	)		564,916			154,725
Other income – litigation settlement		—			4,456,253			—
Government grants		108,000			—			—
Other income		—			427,696			36,619
Bank charge		(789,692	)		(994,430	)		(1,045,498	)		)
Other expense		(728,000	)		(58,964	)		(61,958	)		)
Total interest and other (expense) income, net		(4,550,374	)		996,471			(3,421,460	)		)
(LOSS) INCOME BEFORE INCOME TAX PROVISION		(26,282,350	)		8,589,401			20,223,401
PROVISION FOR INCOME TAXES		—			(1,560,959	)		(1,568,638	)		)
NET (LOSS) INCOME		(26,282,350	)		7,028,442			18,654,763
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES
Basic and diluted^(1)^		16,000,000			16,000,000			16,000,000
(LOSSES) EARNINGS PER SHARE
Basic and diluted		(1.64	)		0.44			1.17

All values are in US Dollars.

(1)	Giving retroactive effect to the 16,000-for-1 share split effected on July 24, 2025.

The accompanying notes are an integral part of these consolidated financial statements.

F-4

JM GROUP LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

						Additional					Total
		Par<br> Value		Share<br> Capital		paid-in<br> capital		Accumulated<br> Losses			Shareholders’<br> Deficit
		HKD		HKD		HKD		HKD			HKD
BALANCE, September 30, 2022	16,000,000		0.000489		7,831		2,169		(25,763,878	)		(25,753,878	)
Net loss	—		—		—		—		(26,282,350	)		(26,282,350	)
Dividends distribution*	—		—		—		—		(9,000,000	)		(9,000,000	)
BALANCE, September 30, 2023	16,000,000		0.000489		7,831		2,169		(61,046,228	)		(61,036,228	)
Net income	—		—		—		—		7,028,442			7,028,442
Group restructuring – injection of operating subsidiary	—		—		—		11,690,000		—			11,690,000
BALANCE, September 30, 2024	16,000,000		0.000489		7,831		11,692,169		(54,017,786	)		(42,317,786	)
Net income	—		—		—		—		18,654,763			18,654,763
BALANCE, September 30, 2025	16,000,000		0.000489		7,831		11,692,169		(35,363,023	)		(23,663,023	)
BALANCE, September 30, 2025 (US)					1,000		1,502,676		(4,544,844	)		(3,041,168	)

All values are in US Dollars.

(1)	Giving retroactive effect to the 16,000-for-1 share split effected on July 24, 2025.

*	The Company has accounted for advance to certain shareholders as a reduction in capital in the form of dividends.

The accompanying notes are an integral part of these consolidated financial statements.

F-5

JM GROUP LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years ended September 30,
	2023			2024			2025			2025
	HKD			HKD			HKD			US
Cash flows from operating activities
Net (loss) income		(26,282,350	)		7,028,442			18,654,763
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation of property and equipment		136,290			61,128			24,872
Amortization of right-of-use asset		1,328,014			1,139,065			1,206,682
Provision (reversal) for expected credit losses accounts		8,505,786			638,940			(13,767,640	)		)
Loss (gain) from unrealized foreign currency translation		84,123			(564,916	)		(413,151	)		)
Changes in operating assets and liabilities:
Accounts receivable		18,585,959			(29,331,787	)		(3,979,405	)		)
Prepayments		(4,449,216	)		2,306,417			(9,103,112	)		)
Deposits		324,528			(108,271	)		(155,050	)		)
Other current assets		727,146			64,060			(364,045	)		)
Other non-current assets		(58,960	)		58,960			—
Accounts payable		(346,077	)		26,849,556			23,862,623
Taxes payables		(819,243	)		(210,055	)		1,568,638
Accrued expenses		4,821,459			(2,427,810	)		(393,626	)		)
Commission payable		149,254			(240,012	)		232,478
Contract liabilities		(5,586,315	)		(2,491,395	)		809,247
Operating lease obligation		(1,328,014	)		(1,139,065	)		(1,206,682	)		)
Other payable		519,395			(170,955	)		(823,580	)		)
Net cash (used in) provided by operating activities		(3,688,221	)		1,462,302			16,153,012
Cash flows from investing activities
Purchase of property and equipment		(168,163	)		—			—
Proceeds from amount due from related party		32,949,324			173,776			8,291,628
Repayment of amount due from related party		(23,023,301	)		(6,505,713	)		(1,242,203	)		)
Net cash provided by (used in) investing activities		9,757,860			(6,331,937	)		7,049,425
Cash flows from financing activities
Proceeds from bank loans		61,103,687			71,562,320			39,793,451
Repayment of bank loans		(64,858,946	)		(79,107,261	)		(46,909,834	)		)
Proceeds from factoring arrangement		89,225,679			128,813,127			162,137,560
Repayment under factoring arrangement		(91,739,595	)		(129,035,806	)		(162,979,041	)		)
Repayment of finance lease		(193,613	)		(77,831	)		(80,997	)		)
Dividend payments		(9,000,000	)		—			—
Deferred initial public offering cost		—			(465,001	)		(2,375,092	)		)
Repayment of amount due to related party		—			(1,568,646	)		—
Proceeds from amount due to related party		1,568,646			6,006			—
Additional capital contribution from shareholders		—			11,690,000			—
Net cash (used in) provided by financing activities		(13,894,142	)		1,816,908			(10,413,953	)		)
Change in cash		(7,824,503	)		(3,052,727	)		12,788,484
Effect of foreign exchange on cash		—			—			—
Cash at the beginning of the year		15,735,843			7,911,340			4,858,613
Cash at the end of the year		7,911,340			4,858,613			17,647,097
Supplementary cash flow information
Cash paid for income tax		819,243			1,771,014			—
Cash paid for interest expense		3,855,461			3,404,653			2,502,861
Non-cash investing and financing activities
Operating lease right-of-use assets obtained in exchange for operating lease obligation		2,285,649			—			—

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

F-6

JM GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — NATURE OF BUSINESS AND ORGANIZATION

JM Group Limited (the “Company” or “JM Group”) is a holding company incorporated on May 27, 2024, under the British Virgin Islands (“BVI”) law. The Company has no substantial operations other than holding all of the outstanding share capital of JM Manufacturing (HK) Limited (“JM Manufacturing”), a Hong Kong Company incorporated on June 17, 2016. The Company, through JM Manufacturing, is engaged in the sourcing and trading of sports and outdoors, clothing, shoes and accessories, seasonal décor and party supplies, toys and games, and other products to retailers, distributors and wholesalers across the regions. The Company’s headquarter is located in Hong Kong, China. All of the Company’s business activities are carried out by JM Manufacturing.

On May 27, 2024, a reorganization of JM Manufacturing was completed under common control of its then existing shareholders, who collectively owned all of the equity interests of JM Group prior to the reorganization. JM Group and JM Manufacturing are under common control which results in the consolidation of JM Manufacturing at carrying value. The consolidated financial statements are prepared on the basis as if the reorganization became effective as of the beginning of the first year presented in the accompanying consolidated financial statements of JM Group.

Initial Public Offering

On December 17, 2025, the Company announced the closing of its initial public offering (“IPO”) of total 4,312,500 ordinary shares US$0.0000625 par value per stock share at an offering price of US$4.00 per stock share for a total of US$17,250,000 in gross proceeds including the exercise of the Over-Allotment Option. The Company raised total net proceeds of approximately US$15.1 million after deducting underwriting discounts and commissions and offering expenses. The common stock of the Company began trading on NYSE American exchange afterwards under the ticker symbol “JMG”.

The consolidated financial statements reflect the activities of each of the following entities:

Name	Background	Ownership	Principal activities

Note 2 — Liquidity and going concern

The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates the continuation of the Company as a going concern. The going concern basis assumes that assets will be realized and liabilities will be settled in the ordinary course of business at the amounts reflected in the consolidated financial statements. The Company is in the process of commencing operations and generating revenue through the sale of its customized products in the United States.

As of September 30, 2025, the Company’s working capital deficit decreased to HKD22,335,867 (US$2,870,602) from HKD36,287,480 as of the same date in the prior year. However, despite generating net cash inflows of HKD16,153,012 (US$2,075,982) from operating activities for the year ended September 30, 2025, such cash inflows were not sufficient to fully offset the Company’s working capital deficit as of September 30, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is attempting to generate sufficient revenue and borrow money from financial institutions; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering to alleviate working capital pressure. Additionally, management intends to negotiate extended credit periods with suppliers and to request prepayments or milestone payments from customers, if feasible.

While the Company believes in the viability of its strategy to generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

The consolidated financial statements do not include any adjustments to the carrying amounts or classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. F-7

JM GROUP LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 — Summary of Significant Accounting Policies and Practices

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”).

Principles of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiary. All inter-company transactions have been eliminated upon consolidation.

Risks and uncertainties

Economic and political risks

Liquidity Risk

The Company is also exposed to liquidity risk, which is the risk that we are unable to provide sufficient capital resources and liquidity to meet our commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, we will turn to financial institutions and related parties to obtain short-term funding to meet the liquidity shortage.

Inflation Risk

Management monitors changes in price levels. Historically, inflation has not materially impacted the Company’s audited consolidated financial statements; however, significant increases in the price of raw materials and labor that cannot be passed to the Company’s customers could adversely impact Company’s results of operations.

Use of estimates and assumptions

In preparing the consolidated financial statements in conformity with the U.S. GAAP, the management is required to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates are based on information available as of the date of the consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, allowance of expected credit losses, useful lives of property and equipment, the impairment of long-lived assets, uncertain income tax positions, and implicit interest rate of operating and finance leases. Actual results could differ from those estimates. F-8

JM GROUP LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 — Summary of Significant Accounting Policies and Practices (cont.)

Foreign currency translation

In the consolidated financial statements of the Company, transactions in currencies other than the functional currency are measured and recorded in the functional currency using the exchange rate in effect at the date of the transaction. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the functional currency are translated into the functional currency using the exchange rate at the balance sheet date. All gains and losses arising from foreign currency transactions are recorded in the consolidated statements of income (loss) during the year in which they occur.

Convenience translation

Translations of amounts in the consolidated balance sheets, consolidated statements of income (loss) and consolidated statements of cash flows from HKD into US$ as of and for the year ended September 30, 2025 are solely for the convenience of the reader and were calculated at the noon buying rate of US$1 = HKD7.7809 as of September 30, 2025, as published in H.10 statistical release of the United States Federal Reserve Board. No representation is made that the HKD amounts could have been, or could be, converted, realized or settled into US$ at such rate or at any other rate.

Fair value measurement

●	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
●	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
---	---
●	Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.
---	---

Cash

Cash mainly represents cash on hand, cash in the bank and demand deposits placed with financial institutions, which have original maturities of less than three months and are unrestricted as to withdrawal or use. As of September 30, 2024, and 2025, the Company had HKD4,858,613 and HKD17,647,097 (US$2,268,002) in cash, respectively. The Company maintains all its bank accounts in Hong Kong.

Accounts receivable and allowance for expected credit losses

Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts overdue by 60 to 180 days. F-9

JM GROUP LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 — Summary of Significant Accounting Policies and Practices (cont.)

The Company makes estimates of expected credit and collectability trends for the allowance for credit losses and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. The provision is recorded against accounts receivable balances, with a corresponding charge recorded in the consolidated statements of income (loss). Actual amounts received may differ from management’s estimate of credit worthiness and the economic environment. Delinquent account balances are written-off against the allowance for expected credit losses after management has determined that the likelihood of collection is not probable.

Allowance for expected credit losses accounts decreased from HKD18,154,619 as of September 30, 2024 to HKD4,386,979 as of September 30, 2025, primarily due to significant collections received from major long outstanding customers as the Company had subsequently collected 100% and 54% of the outstanding balance for overdue as of September 30, 2024 and 2025, respectively.

The Company from time to time may factor accounts receivable due from certain high credit quality customers to factoring house, on a recourse basis, in exchange for a loan equal to approximately 90% of the face value of the accounts receivable in exchange for immediate cash proceeds for use in operations.

Factoring liability

On July 14, 2017, the Company entered into a factoring agreement with Standard Chartered Bank to sell the accounts receivable of the Company’s customers with total limits of HKD28,000,000. Under the agreement, when the Company sells accounts receivable to Standard Chartered Bank, the bank prepays approximately 90% of accounts receivable to the Company. The Company is obligated to bear the default risk of the transferred accounts receivable but is liable for the losses incurred in any business dispute.

As of September 30, 2024 and 2025, the Company had a balance of factoring arrangement against HKD22,675,250 and HKD21,920,779 (US$2,817,255) of accounts receivable, respectively.

As at September 30, 2024

| | HKD | | HKD | | HKD | | | |

| Standard Chartered | | 22,675,250 | | 128,813,127 | | 129,035,806 | | 7.3% to 8.0% |

As at September 30, 2025

| | HKD | | HKD | | HKD | | | |

| Standard Chartered | | 21,920,779 | | 162,137,560 | | 162,979,041 | | 6.7% to 7.3% |

F-10

JM GROUP LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 — Summary of Significant Accounting Policies and Practices (cont.)

Prepayments

Deposits

Property and equipment, net

	Useful Life

| Office equipment | 5 years |

| Office furniture and fixtures | 5 years |

| Motor vehicles | 5 years |

| Leasehold improvements | lesser of lease term or expected useful life |

Impairment for long-lived assets

Long-lived assets, including property and equipment, are reviewed 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 value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows and the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company will reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of September 30, 2024 and 2025, no impairment of long-lived assets was recognized.

Borrowings

JM GROUP LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 — Summary of Significant Accounting Policies and Practices (cont.)

Finance leases

Finance lease assets are subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the finance lease assets are amortized over the useful life of the underlying asset. Accordingly, the assets leased under the finance leases are included in property and equipment, and depreciation thereon is recognized in operating expenses in the financial statements. When the Company makes its contractually required payments under finance leases, the Company allocates a portion to reduce the finance lease obligation, and a portion is recognized as interest expenses.

Operating leases

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability, current and non-current in the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease obligation represents the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has elected to adopt the following lease policies in conjunction with the adoption of ASU 2016-02: (i) for leases that have lease terms of 12 months or less and does not include a purchase option that is reasonably certain to exercise, the Company elected not to apply ASC 842 recognition requirements; and (ii) the Company elected to apply the package of practical expedients for existing arrangements entered into prior to October 1, 2021 to not reassess (a) whether an arrangement is or contains a lease, (b) the lease classification applied to existing leases, and (c) initial direct costs.

Contract Liabilities

Contract liabilities are recognized if the Company receives consideration in advance of performance, which is mainly in relation to emerging and other goods. The Company expects to recognize a significant majority of this balance as revenue over the next 12 months, and the remainder thereafter. As of September 30, 2024 and 2025, the contract liabilities of the Company amounted to HKD1,226,534 and HKD2,035,781 (US$261,638), respectively. F-12

JM GROUP LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 — Summary of Significant Accounting Policies and Practices (cont.)

Revenue Recognition

Merchandise costs

Merchandise costs of sports and outdoors, clothing, shoes and accessories, seasonal décor and party supplies, toys and games, and other products, which are directly related to revenue-generating transactions, primarily consist of cost of purchasing of products.

Selling, general and administrative expenses

Selling, general and administrative expenses consist primarily of bad debts, entertainment & commission, and general administrative expenses such as employee costs, rental expenses, management fee, legal and professional fees and other miscellaneous administrative expenses.

Employee Benefit

An employee is entitled to paid annual leave after having been employed under a continuous employment contract for every 12 months. An employee’s paid annual leave increases progressively from seven days to a maximum of 14 days in accordance with his or her length of employment.

Under Hong Kong Mandatory Provident Fund Schemes Ordinance, an employer shall enroll their relevant employees in Mandatory Provident Fund Schemes. Relevant employees are employees aged 18 to 64 and have been employed in any industry for a continuous period of 60 days or more and have been employed for consecutive 60 days or more. An employer is required to make regular mandatory contributions of at least 5% of the employee’s monthly income between HKD7,100 and HKD30,000 and HKD1,500 of the employee’s monthly income over HKD30,000. F-13

JM GROUP LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 — Summary of Significant Accounting Policies and Practices (cont.)

Government grants

Government grants which are amount granted by local government authorities as an incentive for companies to develop, upgrade and restructure operation, promote domestic sales and enhance competitiveness and facilitate business development. The Company receives government grants related to government sponsored projects and records such government grants as a liability when they are received. The Company records government grants in interest income (expense) and other income (expense). Total government grants amounted to HKD108,800 the year ended September 30, 2023. No government grants for the years ended September 30, 2024 and 2025.

Income taxes

JM Manufacturing is incorporated in and carry trade and business in Hong Kong and is subject to Hong Kong profits tax under Inland Revenue Department Ordinance.

Related parties

Commitments and Contingencies

In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such a contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter. F-14

JM GROUP LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 — Summary of Significant Accounting Policies and Practices (cont.)

Earnings (loss) per share

Concentration of Risks

Concentration of credit risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company places its cash with financial institutions with high-credit ratings and quality.

Accounts receivable primarily comprise of amounts receivable from the sales customers. To reduce credit risk, the Company performs on-going credit evaluations of the financial condition of these sales customers. The Company establishes a provision for doubtful accounts based upon estimates, factors surrounding the credit risk of specific sales customers and other information.

Concentration of customers

As of September 30, 2024, two major customers, one of which is a distributor that represents and sells brands of well-known manufactured products from the US and abroad and the other one of which is a distributor that represents and sells brands of manufactured products from the Hong Kong to abroad, accounted for 50% and 40% of the Company’s total accounts receivable, respectively. As of September 30, 2025, two major customers, one of which is a distributor that represents and sells brands of well-known manufactured products from the US and abroad and the other one of which is a distributor that represents and sells brands of manufactured products from the Hong Kong to abroad, accounted for 30% and 59% of the Company’s total accounts receivable, respectively.

For the year ended September 30, 2023, one major customer, which is a distributor that represents and sells brands of well-known manufactured products from the US and abroad, accounted for 83% of the Company’s total revenues.

For the year ended September 30, 2024, two major customers, one of which is a distributor that represents and sells brands of well-known manufactured products from the US and abroad and the other one of which is a distributor that represents and sells brands of manufactured products from the Hong Kong to abroad, accounted for 69% and 24% of the Company’s total revenues respectively. F-15

JM GROUP LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 — Summary of Significant Accounting Policies and Practices (cont.)

For the year ended September 30, 2025, two major customers, one is a distributor represent and sell brands of well-known manufactured goods from the US and abroad, and other one is a distributor represent and sell brands of manufactured goods from Hong Kong to abroad, accounted for 66% and 24% of the Company’s total revenues respectively.

Concentration of manufacturers

For the year ended September 30, 2023, three manufacturers accounted for 18.2%, 14.2% and 10.4% of our total purchases, respectively.

For the year ended September 30, 2024, three manufacturers accounted for 16.6%, 10.7% and 9.2% of the Company’s total purchases, respectively.

For the year ended September 30, 2025, two manufacturers accounted for 20.8% and 15.1% of the Company’s total purchases, respectively.

Segment reporting

The Company determined its operating segment on the same basis that it uses to evaluate its performance internally. The Company has one business activity: trading of products such as sports and outdoors, clothing, shoes and accessories, seasonal décor and party supplies, toys and games and other products and operates as one operating segment. The Company’s chief operating decision-maker (“CODM”), its Chief Executive Officer, reviews its consolidated operating results for the purpose of allocating resources and evaluating financial performance. Refer to “Note 19 — Segment Reporting” and “Note 4 — Revenue” for the Company’s segment reporting and entity-wide disclosures, respectively

Deferred initial public offering (“IPO”) cost

Pursuant to ASC 340-10-S99-1, IPO costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. These costs include legal fees related to the registration drafting and counsel, consulting fees related to the registration preparation, and the SEC filing and print related costs. During the years ended September 30, 2024 and 2025, the Company recorded a charge of HKD465,001 and HKD2,375,092 related to the IPO. As of September 30, 2024 and 2025, the Company had capitalized deferred IPO costs of HKD465,001 and HKD2,840,093 (US$365,008), respectively. F-16

JM GROUP LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 — Summary of Significant Accounting Policies and Practices (cont.)

U.S. Tariff and Global Trade Impact

While the Company did not experience a material impact from newly imposed U.S. tariffs during the year ended September 30, 2025, future changes in U.S. trade policy, including the imposition or reintroduction of tariffs, could adversely affect market conditions, demand from U.S. customers, and, in turn, the Company’s results of operations and liquidity.

Recently Adopted or Issued Accounting Pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.

In October 2023, the FASB issued ASU 2024-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This amendment incorporates certain U.S. Securities and Exchange Commission (SEC) disclosure requirements into the FASB Accounting Standards Codification. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. For all other entities, the amendments will be effective two years later. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity. The Company does not expect the adoption of ASU 2024-06 to have a material impact on its consolidated financial statements.

In January 2025, the FASB issued ASU 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures”, which primarily requires disaggregated disclosure of certain expense categories in the notes to the financial statements on an annual and interim basis. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures. F-17

JM GROUP LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 — Summary of Significant Accounting Policies and Practices (cont.)

In May 2025, the FASB issued Update 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810), Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which require an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a business to consider the factors in paragraphs 805-10-55-12 through 55-15 to determine which entity is the accounting acquirer. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The amendments require that an entity apply the new guidance prospectively to any acquisition transaction that occurs after the initial application date. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

In November 2025, the FASB issued Update 2025-08, Financial Instruments—Credit Losses (Topic 326) Purchased Loans, which expand the population of acquired financial assets subject to the gross-up approach in Topic 326. All non-purchased financial assets with credit deterioration (PCD) loans that are acquired in a business combination are deemed seasoned. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Note 4 — Revenue

Effective October 1, 2021, the Company adopted ASC Topic 606, Revenue from Contracts with Customers, which replaced ASC Topic 605, using the modified retrospective method of adoption. Results for reporting periods beginning after October 1, 2021 are presented under ASC Topic 606 while prior period amounts are not adjusted and continue to be presented under the Company’s historic accounting under ASC Topic 605. The Company’s accounting for revenues remains substantially unchanged. There was no cumulative effect adjustments made to the contracts in place prior to October 1, 2021. The effect from the adoption of ASC Topic 606 was not material to the Company’s consolidated financial statements.

Revenue is recognized when control of promised goods is transferred to the Company’s customers in an amount of consideration to which an entity expects to be entitled to in exchange for those goods. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from the specified goods. F-18

JM GROUP LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4 — Revenue (cont.)

The following table presents the Company’s revenue disaggregated by product categories for the years ended September 30, 2023, 2024 and 2025, respectively:

	For the years ended September 30,

| | 2023 | | 2024 | | 2025 | | 2025 |

| | HKD | | HKD | | HKD | | US |

| Clothing, shoes and accessories | | 2,432,141 | | 57,038,708 | | 68,597,847 | |

| Home and tools | | 2,968,120 | | 13,853,892 | | 15,120,776 | |

| Personal care | | 2,193,144 | | 11,130,763 | | 16,657,041 | |

| School, office and art supplies | | 5,912,160 | | 6,678,500 | | 6,278,577 | |

| Seasonal décor and party supplies | | 37,465,982 | | 44,845,862 | | 43,630,058 | |

| Sports and outdoors | | 29,332,638 | | 54,740,198 | | 83,702,975 | |

| Toys and games | | 38,384,591 | | 32,950,120 | | 34,708,187 | |

| Pet products | | — | | — | | 692,093 | |

| Others | | 409,200 | | — | | — | |

| Total | | 119,097,976 | | 221,238,043 | | 269,387,554 | |

All values are in US Dollars.

Note 5 — ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consisted of the following:

	As of September 30,

| | 2024 | | | 2025 | | | 2025 | |

| | HKD | | | HKD | | | US | |

| Accounts receivable | | 73,218,601 | | | 77,505,716 | | | |

| Less: allowance for expected credit losses | | (18,154,619 | ) | | (4,386,979 | ) | | ) |

| Accounts receivable, net | | 55,063,982 | | | 73,118,737 | | | |

All values are in US Dollars.

Movements of allowance for expected credit losses are as follows:

	As of September 30,

| | 2024 | | | 2025 | | | 2025 | |

| | HKD | | | HKD | | | US | |

| Allowance for expected credit losses, beginning balance | | (17,515,679 | ) | | (18,154,619 | ) | | ) |

| Addition | | (638,940 | ) | | (4,125,159 | ) | | ) |

| Reversal | | — | | | 17,892,799 | | | |

| Allowance for expected credit losses, ending balance | | (18,154,619 | ) | | (4,386,979 | ) | | ) |

All values are in US Dollars.

As of the end of each of the financial year, the aging analysis of accounts receivable, net of allowance for expected credit losses, based on the due date is as follows:

	As of September 30,

| | 2024 | | 2025 | | 2025 |

| | HKD | | HKD | | US |

| Not past due | | 45,564,078 | | 71,435,576 | |

| Up to 60 days | | 9,499,904 | | 1,605,445 | |

| 61 to 120 days | | — | | 77,716 | |

| 121 to 180 days | | — | | — | |

| Over 180 days | | — | | — | |

| Total accounts receivable, net | | 55,063,982 | | 73,118,737 | |

All values are in US Dollars.

As of the report date, the Company had subsequently collected 100% and 54% of the outstanding balance for overdue as of September 30, 2024 and 2025, respectively. Management assessed all past due balances were still recoverable given the ongoing business relationship with the client and the time of recovery is expected to be less than 180 operating days. F-19

JM GROUP LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6 — PREPAYMENTS

	As of September 30,

| | 2024 | | 2025 | | 2025 |

| | HKD | | HKD | | US |

| Prepayment, current | | 11,006,599 | | 20,109,711 | |

| | | 11,006,599 | | 20,109,711 | |

All values are in US Dollars.

The prepayment is mainly related to the trade deposit paid, which amounted to HKD11,006,599 and HKD20,109,711 (US$2,584,497) as of September 30, 2024 and 2025, respectively. The trade deposit is an advance payment made by the Company to the manufacturers for goods and advance expense to service providers that will be received in the future. This payment serves as a security or partial payment for the upcoming delivery.

Note 7 — DEPOSITS

	As of September 30,

| | 2024 | | 2025 | | 2025 |

| | HKD | | HKD | | US |

| Deposit, non-current | | 516,303 | | 671,353 | |

| | | 516,303 | | 671,353 | |

All values are in US Dollars.

The deposit primarily consists of the rental deposit for its office premises that have been incurred by the Company during the reporting year as of September 30, 2024 and 2025.

Note 8 — OTHER ASSETS

	As of September 30,

| | 2024 | | 2025 | | 2025 |

| | HKD | | HKD | | US |

| Other receivables | | 16,653 | | 380,698 | |

| Total other current assets | | 16,653 | | 380,698 | |

All values are in US Dollars.

Note 9 — PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consisted of the following:

	As of September 30,

| | 2024 | | | 2025 | | | 2025 | |

| | HKD | | | HKD | | | US | |

| Office equipment | | 71,522 | | | 71,522 | | | |

| Office furniture and fixtures | | 135,825 | | | 135,825 | | | |

| Motor vehicles | | 549,900 | | | 549,900 | | | |

| Leasehold improvement | | 87,600 | | | 87,600 | | | |

| Subtotal | | 844,847 | | | 844,847 | | | |

| Less: accumulated depreciation | | (730,288 | ) | | (755,160 | ) | | ) |

| Property and equipment, net | | 114,559 | | | 89,687 | | | |

All values are in US Dollars.

Depreciation expenses recognized for the years ended September 30, 2023, 2024 and 2025 amounted to HKD136,290, HKD61,128 and HKD24,872 (US$3,197), respectively.

No impairment loss had been recognized during the years ended September 30, 2023, 2024 and 2025, respectively. F-20

JM GROUP LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 10 — ACCRUED EXPENSES

	As of September 30,

| | 2024 | | 2025 | | 2025 |

| | HKD | | HKD | | US |

| Accrued expenses | | 2,487,951 | | 2,094,325 | |

| | | 2,487,951 | | 2,094,325 | |

All values are in US Dollars.

The accrued expenses primarily consist of the employee costs, professional fees and audit fees that have been incurred by the Company during the reporting year but have not yet been paid as of September 30, 2024 and 2025.

Note 11 — COMMISSION PAYABLE

	As of September 30,

| | 2024 | | 2025 | | 2025 |

| | HKD | | HKD | | US |

| Commission payable | | 110,633 | | 343,111 | |

| | | 110,633 | | 343,111 | |

All values are in US Dollars.

The commission payable represents amounts owed to sales representatives, agents, or other parties as compensation for services rendered in connection with sales transactions.

Note 12 — OTHER PAYABLE

	As of September 30,

| | 2024 | | 2025 | | 2025 |

| | HKD | | HKD | | US |

| Other payable | | 823,580 | | — | |

| | | 823,580 | | — | |

All values are in US Dollars.

Other payable are primarily related to disputed payables to manufacturers, renovation costs, payroll expense payable, and tax penalties.

Note 13 — CONTRACT LIABILITIES

Movement in contract liabilities consistent of the following:

	As of September 30,

| | 2024 | | | 2025 | | | 2025 | |

| | HKD | | | HKD | | | US | |

| At the beginning of the year | | 3,717,929 | | | 1,226,534 | | | |

| Receipt from the customer | | 10,809 | | | 939,960 | | | |

| Revenue recognized during the year | | (2,502,204 | ) | | (130,713 | ) | | ) |

| At the end of the year | | 1,226,534 | | | 2,035,781 | | | |

All values are in US Dollars.

Note 14 — LOANS

	As of September 30,

| | 2024 | | | 2025 | | | 2025 | |

| | HKD | | | HKD | | | US | |

| Total bank loans | | 50,581,747 | | | 42,710,894 | | | |

| Less: current portion of bank loans | | (42,798,782 | ) | | (36,877,694 | ) | | ) |

| Bank loans – non-current, net | | 7,782,965 | | | 5,833,200 | | | |

All values are in US Dollars. F-21

JM GROUP LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 14 — LOANS (cont.)

Outstanding balances of loans consist of the following:

As of September 30, 2024	Balance			Maturity Date	Effective <br> Interest Rate			Collateral/ <br> Guarantee

| | | HKD | | | | | | |

| Standard Chartered Bank | | 22,675,250 | | N. A | | 7.3% – 8.0 | % | (a) |

| Bank of China | | 290,574 | | October 08, 2025 | | 7.05 | % | N. A |

| Standard Chartered Bank | | 1,565,125 | | October 07, 2025 | | 5.13% – 5.38 | % | N. A |

| Standard Chartered Bank | | 3,131,776 | | October 23, 2025 | | 5.13% – 5.38 | % | N. A |

| Standard Chartered Bank | | 1,566,229 | | October 28, 2025 | | 5.13% – 5.38 | % | N. A |

| Standard Chartered Bank | | 3,000,000 | | October 23, 2025 | | 3.63% – 3.88 | % | N. A |

| Standard Chartered Bank | | 3,000,000 | | October 30, 2025 | | 3.63% – 3.88 | % | N. A |

| Standard Chartered Bank | | 1,562,500 | | December 15, 2025 | | 3.13% – 3.63 | % | N. A |

| Standard Chartered Bank | | 5,096,677 | | October 31, 2031 | | 1.81% – 7.27 | % | N. A |

| Standard Chartered Bank | | 3,693,616 | | April 20, 2029 | | 3.13% – 3.63 | % | N. A |

| Bank of China | | 1,000,000 | | October 14, 2025 | | 5.97% – 6.85 | % | N. A |

| Bank of China | | 2,000,000 | | October 07, 2025 | | 6.14% – 6.80 | % | N. A |

| Bank of China | | 1,000,000 | | October 07, 2025 | | 6.14% – 6.80 | % | N. A |

| Bank of China | | 1,000,000 | | October 02, 2025 | | 6.19% – 6.69 | % | N. A |

| Total bank loans | | 50,581,747 | | | | | | |

| Less: current portion of bank loans | | (42,798,782 | ) | | | | | |

| Bank loans – non-current | | 7,782,965 | | | | | | |

As of September 30, 2025			Maturity Date	Effective <br> Interest Rate			Collateral/ <br> Guarantee

| | HKD | | | | | | |

| Standard Chartered Bank | 21,920,779 | | N. A | | 6.7% – 7.3 | % | (a) |

| Standard Chartered Bank | 4,152,339 | | December 15, 2025 | | 7.35% – 7.71 | % | N. A |

| Standard Chartered Bank | 1,000,000 | | November 28, 2025 | | 3.00% – 3.25 | % | N. A |

| Standard Chartered Bank | 3,000,000 | | December 29, 2025 | | 3.00% – 3.25 | % | N. A |

| Standard Chartered Bank | 312,500 | | December 15, 2025 | | 2.75% – 3.63 | % | N. A |

| Standard Chartered Bank | 4,393,687 | | October 31, 2031 | | 2.35% – 6.34 | % | N. A |

| Standard Chartered Bank | 2,931,589 | | April 20, 2029 | | 3.00% – 3.63 | % | N. A |

| Bank of China | 1,000,000 | | November 13, 2025 | | 2.85% – 5.69 | % | N. A |

| Bank of China | 2,000,000 | | December 08, 2025 | | 2.89% – 5.84 | % | N. A |

| Bank of China | 1,000,000 | | December 22, 2025 | | 3.19% – 5.86 | % | N. A |

| Bank of China | 1,000,000 | | December 04, 2025 | | 3.19% – 5.84 | % | N. A |

| Total bank loans | 42,710,894 | | | | | | |

| Less: current portion of bank loans | (36,877,694 | ) | | | | | |

| Bank loans – non-current | 5,833,200 | | | | | | |

| Total bank loans (US) | 5,489,197 | | | | | | |

All values are in US Dollars.

(a)

F-22

JM GROUP LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 15 — TAXES

Income tax

British Virgin Islands

The Company is incorporated in the BVI and is not subject to tax on income or capital gains under current BVI law. In addition, upon payments of dividends by these entities to their shareholders, no BVI withholding tax will be imposed.

Hong Kong

JM Manufacturing is incorporated in Hong Kong and is subject to the two-tiered profits tax system applies to tax years commencing on or after 1 April 2018. Companies can choose to adopt a two-tiered profits tax system, which is 8.25% on assessable profits up to HKD2,000,000; and 16.5% on any part of assessable profits over HKD2,000,000. Under Hong Kong tax law, JM Manufacturing is exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.

Taxation in the statement of income represents:

	For the years ended September 30,

| | 2023 | | 2024 | | 2025 | | 2025 |

| | HKD | | HKD | | HKD | | US |

| Hong Kong profits tax provision for the year: | | | | | | | |

| Current | | — | | 1,560,959 | | 1,568,638 | |

| Deferred | | — | | — | | — | |

| | | — | | 1,560,959 | | 1,568,638 | |

All values are in US Dollars.

The following table reconciles Hong Kong statutory rates to the Company’s effective tax rate:

	For the years ended September 30,

| | 2023 | | | 2024 | | | 2025 | | | 2025 | |

| | HKD | | | HKD | | | HKD | | | US | |

| (Loss) income before tax | | (26,282,350 | ) | | 8,589,401 | | | 20,223,401 | | | |

| Income tax expense computed at statutory rate | | (4,171,588 | ) | | 1,252,251 | | | 3,171,861 | | | |

| Non-deductible items in Hong Kong | | (8,769 | ) | | 311,708 | | | 873,594 | | | |

| Non-taxable items in Hong Kong | | — | | | — | | | (2,953,907 | ) | | ) |

| Effect of income tax in jurisdiction other than Hong Kong | | — | | | — | | | 478,590 | | | |

| Tax credit | | — | | | (3,000 | ) | | (1,500 | ) | | ) |

| Changes in valuations allowance | | 4,180,357 | | | — | | | — | | | |

| Effective income tax expenses | | — | | | 1,560,959 | | | 1,568,638 | | | |

All values are in US Dollars.

The reconciliation of tax computed by applying the statutory income tax rate of 16.5% for the years ended September 30, 2023, 2024 and 2025 applicable to the Hong Kong profit tax were as follows:

	For the years ended September 30,

| | 2023 | | | 2024 | | | 2025 | | |

| Statutory income tax rate | | 16.50 | % | | 16.50 | % | | 16.50 | % |

| Non-deductible items in Hong Kong | | 0.03 | % | | 3.63 | % | | 4.32 | % |

| Non-taxable income in Hong Kong | | — | | | — | | | (14.61 | )% |

| Effect of preferential tax rates and tax reliefs | | (0.63 | )% | | (1.96 | )% | | 1.52 | % |

| Changes in valuation allowance | | (15.90 | )% | | — | | | — | |

| Effective income tax rates | | — | | | 18.17 | % | | 7.73 | % |

F-23

JM GROUP LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 15 — TAXES (cont.)

Uncertain tax positions

The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of September 30, 2024 and 2025, the Company did not have any unrecognized tax benefits. For the years ended September 30, 2023, 2024 and 2025, the Company had no unrecognized tax benefits.

Note 16 — Related party balances and transactions

The Company’s relationships with related parties who had transactions with the Company are summarized as follows:

Related Party Name	Relationship with the Company

| Mr. Ting Chun Kwok Stanley (“Mr. Ting”) | Controlling shareholder, Chief Executive Officer and Chairman of the Company and Executive Director of JM Manufacturing (HK) Limited, and Director of JM Group Limited | | a. | Amount due from a related party | | --- | --- |

		As of September 30,

| Name of related party | Nature of transactions | 2024 | | 2025 | | 2025 |

| | | HKD | | HKD | | US |

| Mr. Ting | The receivable represented payments made on behalf of the director and shareholder by JM Manufacturing (HK) Limited. The amount was wholly settled in cash subsequently on April 3, 2025. | | 7,049,425 | | — | |

| | Total | | 7,049,425 | | — | |

All values are in US Dollars. F-24

JM GROUP LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 16 — Related party balances and transactions (cont.)

b.	Accounts amount due to related party

Due to a related party consisted of the following:

	As of September 30,

| | 2024 | | | 2025 | | | 2025 | |

| | HKD | | | HKD | | | US | |

| Mr. Ting^(1)^ | | (6,006 | ) | | (6,006 | ) | | ) |

| Total | | (6,006 | ) | | (6,006 | ) | | ) |

All values are in US Dollars.

(1)	During the fiscal year ended of September 30, 2025, the Company has subsequently repaid the amount of HKD6,006 (US$772) to Mr. Ting, a controlling shareholder and the CEO of the Company in January 2026.

Note 17 — EQUITY

Ordinary shares

The Company was incorporated in the British Virgin Islands on May 27, 2024, with an authorized share capital of US$50,000 divided into 50,000 ordinary shares of US$1.00 each.

On May 27, 2024, to facilitate the initial public offering and as part of the step of the Company’s reorganization process, 1,000 ordinary shares of the Company were issued to the participating shareholders on a pro rata basis in connection with the restructuring of the Company at par value of US$1.00.

On September 24, 2024, the shareholders of the Company contributed a total of 11,690,000HKD in proportion to its wholly-owned Hong Kong subsidiary, JM Manufacturing (HK) Limited, to increase the subsidiary’s share capital from 10,000HKD to 11,700,000HKD without insurance of additional ordinary shares by the subsidiary.

On July 24, 2025, the Company effected a share split of all issued and outstanding shares of 1,000 shares at a ratio of 1-to-16,000. As a result of the share split, the Company now has 16,000,000 ordinary shares issued and outstanding, par value of US$0.0000625 per share as of the date hereof. The Company believed it is appropriate to reflect the above transactions on a retroactive basis similar to a share split or dividend pursuant to ASC 260. All references made to share or per share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the 16,000 for 1 share.

All shares rank equally with regard to the Predecessor’s residual assets. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Predecessor.

Dividend

The Company has accounted for advance to certain shareholder as a reduction of capital in the form of dividends.

During the year ended September 30, 2023, the Company declared and paid HKD9,000,000 to its shareholders on October 31, 2022. The dividend per share was HKD900.

During the year ended September 30, 2024 and 2025, the Company didn’t declare and paid any dividend to its shareholders. F-25

JM GROUP LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 18 — COMMITMENTS AND CONTINGENCIES

Operating lease

The Company entered into various non-cancellable operating lease agreements for certain leasehold properties. The Company determines if an arrangement is a lease, or contains a lease, at inception and records the lease in the financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. The lease terms may include one or more options to extend the lease terms, for periods from one to three years, when it is reasonably certain that the Company will exercise that option.

As of September 30, 2025, the options to extend the leases were recognized as ROU assets — operating leases and operating lease obligation on the consolidated balance sheets. The Company has elected not to present short-term leases on the consolidated balance sheets as these leases have a lease term of 12 months or less at lease inception.

The following table shows amounts recognized in the consolidated balance sheet:

	As of September 30,

| | 2024 | | 2025 | | 2025 |

| | HKD | | HKD | | US |

| Operating right-of-use assets | | 684,418 | | 910,917 | | | Operating lease obligation | | | | | |

| Current | | 684,418 | | 910,917 | |

| | | 684,418 | | 910,917 | |

All values are in US Dollars.

The following table shows the remaining contractual maturities of the Company’s operating lease obligation as of September 30, 2025:

Twelve months ending September 30,	HKD			US

| 2026 | | 923,000 | | | |

| 2027 | | — | | | |

| 2028 | | — | | | |

| 2029 | | — | | | |

| 2030 | | — | | | |

| Thereafter | | — | | | |

| Total future lease payment | | 923,000 | | | |

| Less: imputed interest | | (12,083 | ) | | ) |

| Present value of operating lease obligation | | 910,917 | | | |

| Operating lease obligation, current portion | | 910,917 | | | |

| Operating lease obligation, net of current portion | | — | | | |

All values are in US Dollars.

The following summarizes other supplemental information about the Company’s operating lease as of September 30, 2025:

Weighted average discount rate (per annum)	3.66%

| Weighted average remaining lease term (years) | 0.76 years |

F-26

JM GROUP LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 18 — COMMITMENTS AND CONTINGENCIES (cont.)

Finance lease

The Company has entered into various non-cancellable finance lease agreements for certain Company’s vehicles. The Company determines if an arrangement is a lease, or contains a lease, at inception and records the leases in the financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor.

Finance leases are included in property and equipment and current and non-current finance lease obligations on the consolidated balance sheets.

The following table shows amounts recognized in the consolidated balance sheet:

	As of September 30,

| | 2024 | | 2025 | | 2025 |

| | HKD | | HKD | | US |

| Current | | 80,997 | | 27,622 | |

| Non-current | | 27,622 | | — | |

| | | 108,619 | | 27,622 | |

All values are in US Dollars.

The following table shows the remaining contractual maturities of the Company’s finance lease obligation as of September 30, 2025:

Twelve months ending September 30,	HKD			US

| 2026 | | 27,828 | | | |

| 2027 | | — | | | |

| 2028 | | — | | | |

| 2029 | | — | | | |

| 2030 | | — | | | |

| Thereafter | | — | | | |

| Total future lease payment | | 27,828 | | | |

| Less: imputed interest | | (206 | ) | | ) |

| Present value of finance lease obligation | | 27,622 | | | |

| Finance lease obligation, current portion | | 27,622 | | | |

| Finance lease obligation, net of current portion | | — | | | |

All values are in US Dollars.

The following summarizes other supplemental information about the Company’s finance lease as of September 30, 2025:

Weighted average discount rate (per annum)	4.03%

| Weighted average remaining lease term (years) | 0.33 year |

F-27

JM GROUP LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 19 — SEGMENT REPORTING

The Company derives revenue by trading of products such as sports and outdoors, clothing, shoes and accessories, seasonal décor and party supplies, toys and games and other products through distribution network to across regions. The Company operates as one operating and reportable segment and its sole business activity consists of the trading of products. The Company engages in sourcing and trading of products to retailers, distributors and wholesalers across the regions that the Company operates in and manages its business activities on a consolidated basis.

The accounting policies of the segment are the same as those described in “Note 3 — Summary of Significant Accounting Policies and Practices”. The Company’s CODM uses net income (loss) to measure segment profit or loss and assesses performance against expectations to make resource allocation decisions. Additionally, the CODM reviews and uses functional expenses included in net income (loss) to manage the Company’s operations and assess operating profitability. The Company operates as one operating and reportable segment, and as such the significant segment expenses regularly provided to the CODM are those presented on the consolidated statements of operations. These significant segment expenses include merchandise costs, selling, general and administrative expenses. Other segment items that are presented on the consolidated statements of operations include interest and other income (expense), net, and provision for income taxes. The Company’s entity-wide disclosures, including the breakout of revenue between products are included in “Note 4 — Revenue”.

Note 20 — SUBSEQUENT EVENTS

On December 11, 2025, the Company completed its initial public offering (“IPO”) of 3,750,000 ordinary shares, par value US$0.0000625 per share, at a public offering price of US$4.00 per share. The IPO was conducted pursuant to the Company’s registration statement on Form F-1 (File No. 333-289556), which was declared effective by the U.S. Securities and Exchange Commission on December 9, 2025. The Company granted the underwriters a 45-day option to purchase up to an additional 562,500 ordinary shares to cover over-allotments, if any. The Company’s ordinary shares were approved for listing on the NYSE American and commenced trading under the symbol “JMG” on December 10, 2025.

On December 17, 2025, upon the underwriters’ exercise of the Over-Allotment Option, the Company sold 562,500 ordinary shares at a price of US$4.00 per share accordingly. As a result, the Company has raised total net proceeds of approximately US$15.1 million in the IPO, including the exercise of the Over-Allotment Option, after deducting underwriting discounts and offering expenses.

On January 14, 2026, the Securities and Exchange Commission (the “SEC”) announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934, of trading in the Company’s securities for a period of ten business days. Following the SEC’s announcement, the New York Stock Exchange (the “NYSE”) imposed a trading halt on the Company’s securities. The Company has received investigation-related inquiries from the SEC and the NYSE and is currently cooperating and responding to such inquiries.

As of the date hereof, although the SEC’s temporary trading suspension has expired, trading of the Company’s securities remains subject to the trading halt imposed by the NYSE. At this time, the Company is unable to predict the outcome of the inquiries or any actions that the SEC or the NYSE may take in connection therewith.

The Company evaluated all events and transactions that from September 30, 2025, February 10, 2026, which is the date that these consolidated financial statements are available to be issued, there were no other any material subsequent events that require disclosure in these consolidated financial statements, other than disclosed above. F-28

Exhibit 1.1

BVI COMPANY NUMBER: 2149642

Territory of the Virgin Islands<br><br> <br>**<br><br> <br>The BVI Business Companies Act, 2004**
AMENDED AND RESTATED
---
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
JM Group Limited
Incorporated as a BVI business company on 27th day of May 2024
(Adopted by Shareholders’ Resolutions passed on 16 October, 2025
and filed on 8 December, 2025)

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT 2004

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

JM Group Limited

A company limited by shares

(Adopted by Shareholders’ Resolutions passed on 16 October, 2025 and filed on8 December, 2025)

1	NAME

The name of the Company is JM Group Limited.

2	STATUS

The Company is a company limited by shares.

3	REGISTERED OFFICE AND REGISTERED AGENT
3.1	The first registered office of the Company is at Vistra Corporate Services Centre, Wickhams Cay II, Road<br>Town, Tortola, VG1110, British Virgin Islands, the office of the first registered agent.
---	---
3.2	The first registered agent of the Company is Vistra (BVI) Limited of Vistra Corporate Services Centre,<br>Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
---	---
3.3	The Company may change its registered office or registered agent by a Resolution of Directors or a Resolution<br>of Members. The change shall take effect upon the Registrar registering a notice of change filed under section 92 of the Act.
---	---

4	CAPACITY AND POWER
4.1	The Company has, subject to the Act and any other British Virgin Islands legislation for the time being<br>in force, irrespective of corporate benefit:
---	---
(a)	full capacity to carry on or undertake any business or activity, do any act or enter into any transaction;<br>and
---	---
(b)	for the purposes of Clause 4.1(a), full rights, powers and privileges.
---	---
4.2	There are no limitations on the business that the Company may<br>carry on.
---	---

5	NUMBER AND CLASSES OF SHARES
5.1	The Company is authorised to issue a maximum number of 800,000,000 shares of a single class with a par<br>value of USD0.0000625 each.
---	---
5.2	The Company may at the discretion of the Board of Directors, but shall not otherwise be obliged to, issue<br>fractional Shares or round up or down fractional holdings of Shares to its nearest whole number and a fractional Share shall have the<br>corresponding fractional rights, obligations and liabilities of a whole Share of the same class or series of Shares.
---	---

6	DESIGNATIONS POWERS PREFERENCES OF SHARES
6.1	Each Share in the Company confers upon the Member:
---	---
(a)	the right to one (1) vote at a meeting of the Members of the Company<br>or on any Resolution of Members;
---	---
(b)	the right to an equal share in any dividend paid by the Company on the Shares; and
---	---
(c)	the right to an equal share in the distribution to the holders of Shares of the surplus assets of the<br>Company on its liquidation.
---	---
6.2	The Directors may at their discretion by Resolution of Directors redeem, purchase or otherwise acquire<br>all or any of the Shares in the Company subject to Regulations 3 and 6 of the Articles.
---	---

7	VARIATION OF RIGHTS

The rights attached to any class of Shares as specified in Clause**.** may only, whether or not the Company is being wound up, be varied with the consent in writing of or by a resolution passed at a meeting by the holders of more than 50 per cent of the issued Shares of that class.

8	RIGHTS NOT VARIED BY THE ISSUE OF SHARES PARI PASSU

The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.

9	REGISTERED SHARES
9.1	The Company shall issue registered Shares only.
---	---
9.2	The Company is not authorised to issue or have in issue bearer Shares, convert registered Shares to bearer<br>Shares or exchange registered Shares for bearer Shares.
---	---
10	TRANSFER OF SHARES
---	---

A Share may be transferred in accordance with Regulation 4 of the Articles.

11	AMENDMENT OF MEMORANDUM AND ARTICLES
11.1	The Company may amend its Memorandum or Articles by a Resolution of Members or by a Resolution of Directors,<br>save that no amendment may be made by a Resolution of Directors:
---	---
(a)	to restrict the rights or powers of the Members to amend the Memorandum or Articles;
---	---
(b)	to change the percentage of Members required to pass a Resolution of Members to amend the Memorandum or<br>Articles;
---	---
(c)	in circumstances where the Memorandum or Articles cannot be amended by the Members; or
---	---
(d)	to change Clauses 7 or 8 or this Clause 11.
---	---

12	DEFINITIONS AND INTERPRETATION
12.1	In this Memorandum of Association and the attached Articles of Association, if not inconsistent with the<br>subject or context:
---	---

(a)	Act means the BVI Business Companies Act, 2004 (as amended) and includes the regulations made under the Act;

(b)	AGM means an annual general meeting of the Members;

(c)	Articles means the attached Articles of Association of the Company;

(d)	Audit Committee means the audit committee of the board of directors of the Company established pursuant to the Articles, or<br>any successor committee;

(e)	Board of Directors means the board of directors of the Company for the time being;

(f)	Chairman of the Board has the meaning specified in Regulation 13;

(g)	Commission means Securities and Exchange Commission of the United States of America or other federal<br>agency for the time being administering the U.S. Securities Act;

(h)	Compensation Committee means the compensation committee of the board of directors of the Company<br>established pursuant to the Articles, or any successor committee;

(i)	Designated Stock Exchange means any national securities exchange in the United States of America<br>on which any Shares of the Company are listed for trading, including without limitation, the NASDAQ Stock<br>Market LLC, the NYSE MKT LLC or The New York Stock Exchange LLC;
(j)	Director means any director of the Company, from time to time;
---	---

(k)	Distribution in relation to a distribution by the Company means the direct or indirect transfer<br>of an asset, other than Shares, to or for the benefit of a Member in relation to Shares held by a Member, and whether by means of a purchase<br>of an asset, the redemption or other acquisition of Shares, a distribution of indebtedness or otherwise, and includes a dividend;

(l)	Electronic Communication means a communication sent by electronic means, including electronic posting<br>to the Company’s website, transmission to any number, address or internet website (including the website of the Commission) or other<br>electronic delivery methods as otherwise decided and approved by the Board of Directors;

(m)	Eligible Person means individuals,<br> corporations, trusts, the estates of deceased individuals, partnerships and unincorporated<br> associations of persons;

(n)	Independent Director means a Director who is an independent director as defined in the applicable<br>rules of the Designated Stock Exchange as determined by the Board of Directors;

(o)	Member means an Eligible Person whose name is entered, whether singularly or jointly with others,<br>in the Register of Members of the Company as the holder of one or more Shares or fractional Shares;

(p)	Memorandum means this Memorandum of Association of the Company;

(q)	Nominating and Corporate Governance Committee means the nominating and corporate governance committee<br>of the board of directors of the Company established pursuant to the Articles, or any successor committee;

(r)	Register of Members has the meaning specified in Regulation 2.5;

(s)	Registrar means the Registrar of Corporate Affairs appointed under the Act and any deputy or assistant<br>thereof;

(t)	Resolution of Directors means either:
(i)	a resolution approved at a duly convened and constituted meeting of Directors of the Company or of a committee<br>of Directors of the Company by the affirmative vote of a majority of the Directors present at the meeting who voted except that where<br>a Director is given more than one vote, he shall be counted by the number of votes he casts for the purpose of establishing a majority;<br>or
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(ii)	a resolution consented to in writing by all Directors or by all members of a committee of Directors of<br>the Company, as the case may be;
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(u)	Resolution of Members means either:
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(i)	a resolution approved at a duly convened and constituted meeting of the Members of the Company by the<br>affirmative vote of a majority of the votes of the Shares entitled to vote thereon which were present at the meeting and were voted; or
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(ii)	a resolution consented to in writing by a majority of the votes of Shares entitled to vote thereon;
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(v)	Seal means any seal which has been duly adopted as the common seal of the Company;
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(w)	Securities means Shares, other securities and debt obligations<br>of every kind of the Company, and including without limitation options, warrants and rights to acquire Shares or debt obligations;
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(x)	Share means a share issued or to be issued by the Company and shall include fractional shares in<br>the Company;
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(y)	Treasury Share means a Share that was previously issued but was repurchased, redeemed or otherwise<br>acquired by the Company and not cancelled;
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(z)	U.S. Securities Act means the Securities Act of 1933 of the United States of America, as amended,<br>or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;<br>and
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(aa)	written or any term of like import includes information generated, sent, received or stored by<br>electronic, electrical, digital, magnetic, optical, electromagnetic, biometric or photonic means, including electronic data interchange,<br>electronic mail, telegram, telex or telecopy, and "in writing" shall be construed accordingly.
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12.2	In the Memorandum and the Articles, unless the context otherwise<br>requires a reference to:
(a)	a Regulation is a reference to a regulation of the Articles;
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(b)	a Clause is a reference to a clause of the Memorandum;
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(c)	voting by Member is a reference to the casting of the votes attached to the Shares held by the Member<br>voting;
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(d)	the Act, the Memorandum or the Articles is a reference to the Act or those documents as amended;
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(e)	the singular includes the plural and vice versa;
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(f)	where a meeting of (i) Members; (ii) a class of Members; (iii) the Board of Directors; or (iv) any committee<br>of the Board of Directors, is required to be convened for a place, such place may be a physical place, or a virtual place, or both, and<br>where a meeting is convened for or including a virtual place any person, including the person duly appointed as the chairperson of such<br>meeting, may attend such meeting by virtual attendance and such virtual attendance shall constitute presence in person at that meeting;
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(g)	the term "virtual place" includes a discussion facility or forum with a telephonic, electronic<br>or digital identifier; and
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(h)	the term "virtual attendance" means attendance at a virtual place by means of conference telephone<br>or other digital or Electronic Communications equipment or software or other facilities by means of which all the persons participating<br>in the meeting can communicate with each other.
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12.3	Any words or expressions defined in the Act unless the context<br>otherwise requires bear the same meaning in the Memorandum and Articles unless otherwise defined herein.
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12.4	Headings are inserted for convenience only and shall be disregarded in interpreting the Memorandum and<br>Articles.
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We, Vistra (BVI) Limited of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands for the purpose of incorporating a BVI Business Company under the laws of the British Virgin Islands hereby sign this Memorandum of Association the 27th day of May, 2024.

Incorporator

/s/ Rexella D. Hodge
(Sd.)<br>Rexella D. Hodge
Authorised Signatory
Vistra (BVI) Limited

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT 2004

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

JM Group Limited

a company limited by shares

(Adopted by Shareholders’ Resolutions passed on 16 October, 2025 and filed on8 December, 2025)

1	REGISTERED SHARES
1.1	The Company may issue certificates signed by a Director of the<br>Company or under the Seal specifying the number of Shares held by a Member (and the signature of the Director and the Seal may be facsimiles) if the Board of Directors so resolves by a Resolution of Directors. Every certificate shall bear legends required under the applicable<br>laws, including the U.S. Securities Act (to the extent applicable).
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1.2	Any Member receiving a certificate shall indemnify and hold the Company and its<br>Directors and officers harmless from any loss or liability which it or they may incur by reason of any wrongful or fraudulent use or representation<br>made by any person by virtue of the possession thereof. If a certificate for Shares is worn out or lost it may be renewed on production<br>of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a Resolution of Directors.
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1.3	If several Eligible Persons are registered as joint holders<br>of any Shares, any one of such Eligible Persons may give an effectual receipt for any Distribution.
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1.4	Nothing in these Articles shall require title to any Shares<br>or other Securities to be evidenced by a certificate if the Act and<br>the rules of the Designated Stock Exchange on which the Shares or other Securities are listed (if so listed) permit otherwise.
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1.5	Subject to the Act and the rules of the Designated Stock Exchange<br>on which any Shares or other Securities may be listed<br>(if so listed), the Board of Directors without further consultation with the holders of any Shares or Securities may resolve that any<br>class or series of Shares or other Securities in issue or to be issued from time to time may be issued, registered or converted to uncertificated<br>form and be subject to the practices instituted by the operator of the relevant system. No provision of these Articles will apply to any<br>uncertificated shares or Securities to the extent that they are inconsistent with the holding of such shares or securities in uncertificated<br>form or the transfer of title to any such shares or securities by means of a relevant system.
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1.6	Conversion of Shares held in certificated form into Shares held in uncertificated<br>form, and vice versa, may be made in such manner as the Board of Directors, in its absolute discretion, may think fit (subject always<br>to the requirements of the relevant system concerned). The Company or any duly authorised transfer agent shall enter on the Register of<br>Members how many Shares are held by each member in uncertificated form and certificated form and shall maintain the Register of Members<br>in each case as is required by the relevant system concerned. Notwithstanding any provision of these Articles, a class or series of Shares<br>shall not be treated as two classes by virtue only of that class or series comprising both certificated shares and uncertificated shares<br>or as a result of any provision of these Articles which applies only in respect of certificated shares or uncertificated shares.
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1.7	Nothing contained in Regulations 1.5 and 1.6 is meant to prohibit the Shares from<br>being able to trade electronically.
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2	SHARES
2.1	Subject to the provisions of these Articles and, where applicable,<br>the rules of the Designated Stock Exchange on which any Shares or other Securities are listed (if so listed), the unissued Shares of<br>the Company shall be at the disposal of the Directors and Shares and other Securities may be issued and option to acquire Shares or other<br>Securities may be granted at such times, to such Eligible Persons, for such consideration and on such terms as the Directors may by Resolution<br>of Directors determine.
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2.2	Section 46 of the Act does not apply to the Company.
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2.3	A Share may be issued for consideration in any form or a combination of forms, including<br>money, a promissory note, real property, personal property (including goodwill and know-how), services rendered or a contract for future<br>services.
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2.4	No Shares may be issued for a consideration other than money,<br>unless a Resolution of Directors has been passed stating:
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(a)	the amount to be credited for the issue of the Shares; and
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(b)	that, in their opinion, the present cash value of the non-money consideration for<br>the issue is not less than the amount to be credited for the issue of the Shares.
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2.5	Subject to Regulation<br> 2.8, the Company shall keep a register of members (the Register of Members) containing:
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(a)	the names and addresses of the persons who hold Shares;
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(b)	the number of each class and series of Shares held by each Member;
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(c)	the date on which the name of each Member was entered in the Register of Members;<br>and
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(d)	the date on which any Eligible Person ceased to be a Member.
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2.6	The Register of Members may be in any such form as the Directors may approve, but<br>if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Until<br>the Directors otherwise determine, if any magnetic, electronic or other data storage form is used in this respect, that shall be the original<br>Register of Members.
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2.7	A Share is deemed to be issued when the name of the Member is entered in the Register<br>of Members.
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2.8	For so long as the Company or any of its Shares is listed on a Designated Stock<br>Exchange, the company may keep a share register containing the information referred to in Regulation 2.5 or such other information as<br>these Articles permit or as may be approved by a Resolution of Members.
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2.9	Subject to the provisions of the Act, Shares may be issued on<br>the terms that they are redeemable, or at the option of the Company be liable to be redeemed on such terms and in such manner as the<br>Directors before or at the time of the issue of such Shares may determine. The Directors may issue options, warrants, rights or convertible<br>securities or securities of a similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any<br>class of Shares or Securities on such terms as the Directors may from time to time determine. Notwithstanding the foregoing, the Directors<br>may also issue options, warrants, other rights to acquire shares or convertible securities on such terms and in such manner as the Directors<br>may determine.
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3	FORFEITURE
3.1	Shares that are not fully paid on issue are subject to the forfeiture provisions<br>set forth in this Regulation and for this purpose Shares issued for a promissory note or a contract for future services are deemed to<br>be not fully paid.
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3.2	A written notice of call specifying the date for payment to<br>be made shall be served on the Member who defaults in making payment in respect of the Shares.
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3.3	The written notice of call referred to in Regulation 3.2 shall<br>name a further date not earlier than the expiration of 14 days from<br>the date of service of the notice on or before which the payment required by the notice is to be made and shall contain a statement that<br>in the event of non-payment at or before the time named in the notice the Shares, or any of them, in respect of which payment is not made<br>will be liable to be forfeited.
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3.4	Where a written notice of call has been issued pursuant to Regulation<br>3.2 and the requirements of the notice have not been complied with,<br>the Directors may, at any time before tender of payment, forfeit and cancel the Shares to which the notice relates.
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3.5	The Company is under no obligation to refund any moneys to the<br>Member whose Shares have been cancelled pursuant to<br>Regulation 3.4 and that Member shall be discharged from any further obligation to the Company.
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4	TRANSFER OF SHARES
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4.1	Subject to Regulation 4.2, certificated Shares may be transferred by a written instrument<br>of transfer signed by the transferor and containing the name and address of the transferee, which shall be sent to the Company for registration.
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4.2	For so long as the Shares are listed on a Designated Stock Exchange, Shares may<br>be transferred without the need for a written instrument of transfer if the transfer is carried out in accordance with the laws, rules,<br>procedures and other requirements applicable to shares registered on the Designated Stock Exchange.
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4.3	The transfer of a Share is effective when the name of the transferee is entered<br>on the Register of Members.
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4.4	If the Directors of the Company are satisfied that an instrument of transfer relating<br>to Shares has been signed but that the instrument has been lost or destroyed, they may resolve by Resolution of Directors:
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(a)	to accept such evidence of the transfer of Shares as they consider<br>appropriate; and
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(b)	that the transferee's name should be entered in the Register of Members notwithstanding<br>the absence of the instrument of transfer.
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4.5	Subject to the Memorandum, the personal representative of a deceased Member may<br>transfer a Share even though the personal representative is not a Member at the time of the transfer.
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5	DISTRIBUTIONS
5.1	The Directors of the Company may, by Resolution of Directors,<br>authorise a distribution at a time and of an amount they think fit if they are satisfied, on reasonable grounds, that, immediately after<br>the distribution, the value of the Company's assets will exceed its liabilities and the Company will be able to pay its debts as they<br>fall due.
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5.2	Dividends may be paid in money, Shares, or other property.
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5.3	The Company may, by Resolution of Directors, from time to time<br>pay to the Members such interim dividends as appear to the Directors to be justified by the profits of the Company, provided always that<br>they are satisfied, on reasonable grounds, that, immediately after the distribution, the value of the Company's assets will exceed its<br>liabilities and the Company will be able to pay its debts as they fall due.
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5.4	Notice in writing of any dividend that may have been declared<br>shall be given to each Member in accordance with Regulation 21 and all dividends unclaimed for three (3) years after notice shall have<br>been given to a Member may be forfeited by Resolution of Directors for the benefit of the Company.
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5.5	No dividend shall bear interest as against the Company and no<br>dividend shall be paid on Treasury Shares.
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6	REDEMPTION OF SHARES AND TREASURY SHARES
6.1	The Company may purchase, redeem or otherwise acquire and hold its own Shares save<br>that the Company may not purchase, redeem or otherwise acquire its own Shares without the consent of the Member whose Shares are to be<br>purchased, redeemed or otherwise acquired unless the Company is permitted or required by the Act or any other provision in the Memorandum<br>or Articles to purchase, redeem or otherwise acquire the Shares without such consent.
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6.2	The purchase, redemption or other acquisition by the Company of its own Shares is<br>deemed not to be a distribution where:
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(a)	the Company purchases, redeems or otherwise acquires the Shares pursuant to a right<br>of a Member to have his Shares redeemed or to have his Shares exchanged for money or other property of the Company;
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(b)	the Company purchases, redeems or otherwise acquires the Shares by virtue of the<br>provisions of section 176 or section 179 of the Act; or
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(c)
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(c)	the Company acquires its own fully paid Shares pursuant to section<br>59(1A) of the Act.
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6.3	Sections 60, 61 and 62 of the Act shall not apply to the Company.
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6.4	Shares that the Company purchases, redeems or otherwise acquires pursuant to this<br>Regulation may be cancelled or held as Treasury Shares except to the extent that such Shares are in excess of 50 percent of the issued<br>Shares in which case they shall be cancelled but they shall be available for reissue.
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6.5	All rights and obligations attaching to a Treasury Share are suspended and shall<br>not be exercised by the Company while it holds the Share as a Treasury Share.
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6.6	Treasury Shares may be disposed of by the Company on such terms and conditions (not<br>otherwise inconsistent with the Memorandum and Articles) as the Company may by Resolution of Directors determine.
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6.7	Where Shares are held by another body corporate of which the Company holds, directly<br>or indirectly, shares having more than 50 per cent of the votes in the election of Directors of the other body corporate, all rights and<br>obligations attaching to the Shares held by the other body corporate are suspended and shall not be exercised by the other body corporate.
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7	MORTGAGES AND CHARGES OF SHARES
7.1	A Member may by an instrument in writing mortgage or charge<br>his Shares.
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7.2	There shall be entered in the Register of Members at the written<br>request of the Member:
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(a)	a statement that the Shares held by him are mortgaged or charged;
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(b)	the name of the mortgagee or chargee; and
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(c)	the date on which the particulars specified in Regulations 7.2(a) and 7.2(b) above are entered in the<br>Register of Members.
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7.3	Where particulars of a mortgage or charge are entered in the Register of Members,<br>such particulars may be cancelled:
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(a)	with the written consent of the named mortgagee or chargee or anyone authorised to act on his behalf;<br>or
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(b)	upon evidence satisfactory to the Directors of the discharge of the liability secured by the mortgage<br>or charge and the issue of such indemnities as the Directors shall consider necessary or desirable.
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7.4	Whilst particulars of a mortgage or charge over Shares are entered in the Register<br>of Members pursuant to this Regulation:
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(a)	no transfer of any Share the subject of those particulars shall be effected;
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(b)	the Company may not purchase, redeem or otherwise acquire any such<br>Share; and
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(c)	no replacement certificate shall be issued in respect of such Shares,
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	without the written consent of<br>the named mortgagee or chargee.

8	MEETINGS AND CONSENTS OF MEMBERS
8.1	Any Director of the Company may convene meetings of the Members<br>at such times and in such manner and places within or outside the British Virgin Islands as the Director considers necessary or desirable.<br>A meeting may also be convened to be held by electronic means, provided that notice thereof includes all necessary joining instructions<br>and that the means for holding the meeting allow all members to speak and be heard simultaneously. A meeting held by electronic means<br>shall be considered to be held at the place where the chairman is at the time the meeting is opened.
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8.2	Members have the right to receive notice of, attend, speak and<br>vote at meetings of the Members.
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8.3	Upon the written request of Members entitled to exercise 30<br>percent or more of the voting rights in respect of the matter for which the meeting is requested the Directors shall convene a meeting<br>of Members.
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8.4	The Director convening a meeting of Members shall give not less<br>than seven (7) calendar days' written notice of such meeting of Members to:
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(a)	those Members whose names on the date the notice is given appear as Members in<br>the Register of Members of the Company and are entitled to vote at the meeting; and
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(b)	the other Directors.
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8.5	The convener or conveners of a meeting of Members may fix the<br>date notice is given of a meeting, or such other date as may be specified in the notice, as the record date for determining those Members<br>that are entitled to vote at the meeting.
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8.6	A meeting of Members held in contravention of the requirement<br>to give notice is valid if Members holding at least 90 per cent of the total voting rights on all the matters to be considered at the<br>meeting have waived notice of the meeting and, for this purpose, the presence of a Member at the meeting shall constitute waiver in relation<br>to all the Shares which that Member holds.
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8.7	The inadvertent failure of a Director who convenes a meeting<br>to give notice of a meeting to a Member or another Director, or the fact that a Member or another Director has not received notice, does<br>not invalidate the meeting.
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8.8	A Member may be represented at a meeting of Members by a proxy<br>who may speak and vote on behalf of the Member. A proxy need not be a Member of the Company.
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8.9	The instrument appointing a proxy shall be in writing and shall<br>be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation under<br>the hand of an officer or attorney duly authorised in that behalf. An instrument appointing a proxy shall be deemed to include the power<br>to demand or join or concur in demanding a poll.
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8.10	The instrument appointing a proxy shall be deposited at the<br>registered office of the Company or at such other place as is specified for that purpose in the notice convening the meeting no later<br>than the time for holding the meeting, or adjourned meeting provided that the chairman of the meeting may at his discretion direct that<br>an instrument of proxy shall be deemed to have been duly deposited upon receipt of telex, cable or telecopy confirmation from the appointor<br>that the instrument of proxy duly signed is in the course of transmission to the Company
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8.11	The instrument appointing a proxy shall be in substantially<br>the following form or such other form as the chairman of the meeting shall accept as properly evidencing the wishes of the Member appointing<br>the proxy.
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JM Group Limited

I/We being a Member of the above Company HEREBY APPOINT........of................... or.................................... failing............................him .......................................................................................................................................... of....................................................................................................................................................to be my/our proxy to vote for me/us at the meeting of Members to be held on the...................day of .........................., 20............and at any adjournment thereof.

(Any restrictions on voting to be inserted here.)

Signed this .......................day of ................................., 20.....................

.......................................................

Member

8.12	The following applies where Shares are jointly owned:
(a)	each of them may be present in person or by proxy at a meeting of Members and may<br>speak as a Member;
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(b)	if only one of the joint owners is present in person or by proxy they may vote on<br>behalf of all joint owners; and
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(c)	if two or more of the joint owners are present in person or by proxy they must vote<br>as one and in the event of disagreement between any of the joint owners of Shares then the vote of the joint owner whose name appears<br>first (or earliest) in the Register of Members in respect of the relevant Shares shall be recorded as the vote attributable to the Shares.
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8.13	A Member shall be deemed to be present at a meeting of Members<br>if he participates by telephone or other electronic<br>means and the meeting itself may be held generally by electronic means, provided that in all such cases all Members participating in<br>the meeting are able to hear each other. All persons seeking to attend and participate in a meeting at a virtual place shall be responsible<br>for maintaining adequate facilities to enable them to do so, and any inability of a person or persons to attend or participate in meeting<br>by way of digital or Electronic Communications equipment or software or other facilities shall not invalidate the proceedings of that<br>meeting.
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8.14	A meeting of Members is duly constituted if, at the commencement<br>of the meeting, there are present in person or by proxy not less than 50 per cent of the votes of the Shares entitled to vote on Resolutions<br>of Members to be considered at the meeting. If the Company has two or more classes of Shares, a meeting may be quorate for some purposes<br>and not for others. A quorum may comprise a single Member or proxy and then such person may pass a Resolution of Members and a certificate<br>signed by such person accompanied where such person holds a proxy by a copy of the proxy instrument shall constitute a valid Resolution<br>of Members.
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8.15	If within two hours from the time appointed for the meeting<br>a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved; in any other case it shall stand<br>adjourned to the next business day in the jurisdiction in which the meeting was to have been held at the same time and place or to such<br>other time and place as the Directors may determine, and if at the adjourned meeting there are present within one hour from the time<br>appointed for the meeting in person or by proxy not less than one third of the votes of the Shares or each class or series of Shares<br>entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall<br>either be dissolved or stand further adjourned at the discretion of the Chairman of the Board or, if different, the chairman of the meeting.
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8.16	At every meeting of Members, the Chairman of the Board or his/her<br>nominee shall preside as chairman of the meeting. The chairman of the meeting shall be deemed to be present in person at the meeting<br>if he or she participates by telephone or other electronic means and all Members participating in<br>the meeting are able to communicate with the chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board<br>or his/her nominee is not present at the meeting, either physically in person, by telephone or other electronic means, if appropriate,<br>the Members present shall choose one of their number to be the chairman. If the Members are unable to choose a chairman for any reason,<br>then the person representing the greatest number of voting Shares present in person or by proxy at the meeting shall preside as chairman<br>failing which the oldest individual Member or representative of a Member present shall take the chair.
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8.17	The chairman may adjourn any meeting from time to time, and<br>from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting<br>from which the adjournment took place. For the avoidance of doubt, a meeting can be adjourned for as many times as may be determined<br>to be necessary by the chairman and a meeting may remain open indefinitely for as long a period as may be determined by the chairman.
8.18	At any meeting of the Members the chairman of the meeting is<br>responsible for deciding in such manner as he considers appropriate whether any resolution proposed has been carried or not and the result<br>of his decision shall be announced to the meeting and recorded in the minutes of the meeting. If the chairman has any doubt as to the<br>outcome of the vote on a proposed resolution, he shall cause a poll to be taken of all votes cast upon such resolution. If the chairman<br>fails to take a poll then any Member present in person or by proxy who disputes the announcement by the chairman of the result of any<br>vote may immediately following such announcement demand that a poll be taken and the chairman shall cause a poll to be taken. If a poll<br>is taken at any meeting, the result shall be announced to the meeting and recorded in the minutes of the meeting.
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8.19	Subject to the specific provisions contained in this Regulation<br>for the appointment of representatives of Members other than individuals the right of any individual to speak for or represent a Member<br>shall be determined by the law of the jurisdiction where, and by the documents by which, the Member is constituted or derives its existence.<br>In case of doubt, the Directors may in good faith seek legal advice and unless and until a court of competent jurisdiction shall otherwise<br>rule, the Directors may rely and act upon such advice without incurring any liability to any Member or the Company.
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8.20	Any Member who is not a natural person may by resolution of<br>its Directors or other governing body authorise such individual as it thinks fit to act as its representative at any meeting of Members<br>or of any class of Members, and the individual so authorised shall be entitled to exercise the same rights on behalf of the Member which<br>he represents as that Member could exercise if it were an individual.
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8.21	The chairman of any meeting at which a vote is cast by proxy<br>or on behalf of any Member other than an individual may at the meeting but not thereafter call for a notarially certified copy of such<br>proxy or authority which shall be produced within seven (7) calendar days of being so requested or the votes cast by such proxy or on<br>behalf of such Member shall be disregarded.
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8.22	Directors of the Company may attend and speak at any meeting<br>of Members and at any separate meeting of the holders of any class or series of Shares.
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8.23	An action that may be taken by the Members at a meeting may<br>also be taken by a Resolution of Members consented to in writing, without the need for any prior notice. If any Resolution of Members<br>is adopted otherwise than by the unanimous written consent of all Members, a copy of such resolution shall forthwith be sent to all Members<br>not consenting to such resolution. The consent may be in the form of counterparts, each counterpart being signed by one or more Members.<br>If the consent is in one or more counterparts, and the counterparts bear different dates, then the resolution shall take effect on the<br>earliest date upon which Eligible Persons holding a sufficient number of votes of Shares to constitute a Resolution of Members have consented<br>to the resolution by signed counterparts.
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9	DIRECTORS
9.1	The first Directors of the Company shall be appointed by the first registered agent<br>within thirty (30) calendar days of the incorporation of the Company; and thereafter, the Directors shall be elected by Resolution of<br>Members or by Resolution of Directors for such term as the Members or Directors determine.
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9.2	No person shall be appointed as a Director of the Company unless<br>he has consented in writing to act as a Director.
9.3	The minimum number of Directors shall be one and there shall be no maximum number<br>of Directors. For as long as the Shares are listed or quoted on any Designated Stock Exchange, the Board of Directors shall include at<br>least such number of Independent Directors as applicable law, rules or regulations of the Designated Stock Exchange require as determined<br>by the Directors.
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9.4	Each Director holds office for the term, if any, fixed by the Resolution of Members<br>or Resolution of Directors appointing him, or until his earlier death, resignation or removal. If no term is fixed on the appointment<br>of a Director, the Director serves indefinitely until his earlier death, resignation or removal.
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9.5	A Director may be removed from office by:
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(a)	With or without cause, a Resolution of Members passed at a meeting of Members called<br>for the purposes of removing the Director or for purposes including the removal of the Director or by a written resolution passed by a<br>simple majority of the Members of the Company entitled to vote; or
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(b)	With cause, a Resolution of Directors.
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9.6	A Director may resign his office by giving written notice of<br>his resignation to the Company and the resignation has effect from the date the notice is received by the Company or from such later<br>date as may be specified in the notice. A Director shall resign forthwith as a Director if he is, or becomes, disqualified from acting<br>as a Director under the Act.
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9.7	The Directors may at any time appoint any person to be a Director<br>either to fill a vacancy or as an addition to the existing Directors. Where the Directors appoint a person as Director to fill a vacancy,<br>the term shall not exceed the term that remained when the person who has ceased to be a Director ceased to hold office.
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9.8	A vacancy in relation to Directors occurs if a Director dies or otherwise ceases<br>to hold office prior to the expiration of his term of office.
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9.9	The Company shall keep a register of directors containing:
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(a)	the names and addresses of the persons who are Directors of the Company;
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(b)	the date on which each person whose name is entered in the register was appointed<br>as a Director of the Company;
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(c)	the date on which each person named as a Director ceased to be a Director of the<br>Company; and
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(d)	such other information as may be prescribed by the Act.
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9.10	The register of directors may be kept in any such form as the Directors may approve,<br>but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents.<br>Until a Resolution of Directors determining otherwise is passed, the magnetic, electronic or other data storage shall be the original<br>register of directors.
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9.11	The Directors or, if the Shares (or depository receipts therefor)<br>are listed or quoted on any Designated Stock Exchange and if required by the rules of such Designated Stock Exchange, any committee thereof,<br>may, by a Resolution of Directors, fix the emoluments of Directors with respect to services to be rendered in any capacity to the Company.
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9.12	A Director is not required to hold a Share as a qualification<br>to office.
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10	POWERS OF DIRECTORS
10.1	The business and affairs of the Company shall be managed by,<br>or under the direction or supervision of, the Directors of the Company. The Directors of the Company have all the powers necessary for<br>managing, and for directing and supervising, the business and affairs of the Company. The Directors may pay all expenses incurred preliminary<br>to and in connection with the incorporation of the Company and may exercise all such powers of the Company as are not by the Act or by<br>the Memorandum or the Articles required to be exercised by the Members.
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10.2	If the Company is the wholly owned subsidiary of a holding company,<br>a Director of the Company may, when exercising powers or performing duties as a Director, act in a manner which he believes is in the<br>best interests of the holding company even though it may not be in the best interests of the Company.
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10.3	If the Company is a subsidiary, but not a wholly owned subsidiary,<br>of a holding company, and the shareholders other than the holding company agree in advance, a Director of the Company may, when exercising<br>powers or performing duties as a Director in connection with the carrying out of the joint venture, act in a manner which he believes<br>is in the best interests of a Member or some Members even though it may not be in the best interests of the Company.
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10.4	If the Company is carrying out a joint venture between shareholders, a Director<br>of the Company may, when exercising powers or performing duties as a Director, act in a manner which he believes is in the best interests<br>of the holding company even though it may not be in the best interests of the Company.
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10.5	Each Director shall exercise his powers for a proper purpose and shall not act or<br>agree to the Company acting in a manner that contravenes the Memorandum, the Articles or the Act. Each Director, in exercising his powers<br>or performing his duties, shall act honestly and in good faith in what the Director believes to be the best interests of the Company.
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10.6	Any Director which is a body corporate may appoint any individual as its duly authorised<br>representative for the purpose of representing it at meetings of the Directors, with respect to the signing of consents or otherwise.
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10.7	The continuing Directors may act notwithstanding any vacancy<br>in their body.
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10.8	The Directors may by Resolution of Directors exercise all the powers of the Company<br>to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of<br>any third party.
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10.9	All cheques, promissory notes, drafts, bills of exchange and<br>other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise<br>executed, as the case may be, in such manner as shall from time to time be determined by Resolution of Directors.
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10.10	Section 175 of the Act shall not apply to the Company.
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11	PROCEEDINGS OF DIRECTORS
11.1	Any one Director of the Company may call a meeting of the Directors by sending a<br>written notice to each other Director.
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11.2	The Directors of the Company or any committee thereof may meet<br>at such times and in such manner and places within or outside the British Virgin Islands as the notice calling the meeting provides.
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11.3	A Director is deemed to be present at a meeting of Directors<br>if he participates by telephone or other electronic means and all Directors participating in the meeting are able to hear each other.
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11.4	A Director shall be given not less than three (3) calendar days'<br>notice of meetings of Directors, but a meeting of Directors held without three (3) calendar days' notice having been given to all Directors<br>shall be valid if all the Directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose<br>the presence of a Director at a meeting shall constitute waiver by that Director. The inadvertent failure to give notice of a meeting<br>to a Director, or the fact that a Director has not received the notice, does not invalidate the meeting.
11.5	A meeting of Directors is duly constituted for all purposes<br>if at the commencement of the meeting there are present in person or by alternate not less than one-half of the total number of Directors, unless there<br>are only two (2) Directors in which case the quorum is two (2).
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11.6	A Director may by a written instrument appoint an alternate<br>who need not be a Director and the alternate shall be entitled to attend meetings in the absence of the Director who appointed him and<br>to vote or consent in place of the Director until the appointment lapses or is terminated.
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11.7	If the Company has only one Director the provisions herein contained<br>for meetings of Directors do not apply and such sole Director has full power to represent and act for the Company in all matters as are<br>not by the Act, the Memorandum or the Articles required to be exercised by the Members. In lieu of minutes of a meeting the sole Director<br>shall record in writing and sign a note or memorandum of all matters requiring a Resolution of Directors. Such a note or memorandum constitutes<br>sufficient evidence of such resolution for all purposes.
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11.8	At meetings of Directors at which the Chairman of the Board<br>is present, he shall preside as chairman of the meeting. If there is no Chairman of the Board or if the Chairman of the Board is not<br>present, the Directors present shall choose one of their number to be chairman of the meeting. If the Directors are unable to choose<br>a chairman for any reason, then the oldest individual Director present (and for this purpose an alternate director shall be deemed to<br>be the same age as the Director that he represents) shall take the chair.
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11.9	An action that may be taken by the Directors or a committee<br>of Directors at a meeting may also be taken by a Resolution of Directors or a resolution of a committee of Directors consented to in<br>writing by all Directors or by all members of the committee, as the case may be, without the need for any notice. The consent may be<br>in the form of counterparts each counterpart being signed by one or more Directors. If the consent is in one or more counterparts, and<br>the counterparts bear different dates, then the resolution shall take effect on the date upon which the last Director has consented to<br>the resolution by signed counterparts.
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12	COMMITTEES
12.1	The Directors may, by Resolution of Directors, designate one or more committees,<br>each consisting of one or more Directors, and delegate one or more of their powers, authorities and discretions, including without limitation,<br>the power to affix the Seal and the power to sub-delegate, to any committee consisting of one or more Directors (including, without limitation,<br>the Audit Committee, the Compensation Committee and the Nominating Committee). Any such delegation may be made subject to any conditions<br>the Directors may impose and either collaterally with or to the exclusion of their own powers and any such delegation may be revoked or<br>altered by the Directors. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles<br>regulating the proceedings of Directors, so far as they are capable of applying.
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12.2	The Directors may establish any committees, local boards or agencies or<br> appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of<br> such committees, local boards or agencies. Any such appointment may be made subject to any conditions the Directors may impose, and<br> either collaterally with or to the exclusion<br>of their own powers and any such appointment may be revoked or altered by the Directors. Subject to any such conditions, the proceedings<br>of any such committee, local board or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they<br>are capable of applying
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12.3	The Directors may adopt formal written charters for committees<br>and, if so adopted, shall review and assess the adequacy of such formal written charters on an annual basis. Each of these committees<br>shall be empowered to do all things necessary to exercise the rights of such committee set forth in the Articles and shall have such<br>powers as the Directors may delegate pursuant to the Articles and as required by the rules and regulations of the Designated Stock Exchange,<br>the Commission and/or any other competent regulatory authority or otherwise under applicable law. Each of the Audit Committee, the Compensation<br>Committee and the Nominating Committee, if established, shall consist of such number of Directors as the Directors shall from time to<br>time determine for such minimum number as may be required from time to time by the rules and regulations of the Designated Stock Exchange,<br>the Commission and/or any other competent regulatory authority or otherwise under applicable law). For so long as any class of Shares<br>is listed on the Designated Stock Exchange, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance<br>Committee, if established, shall be made up of such number of Independent Directors as is required from time to time by the rules and<br>regulations of the Designated Stock Exchange, the Commission and/or any other competent regulatory authority or otherwise under applicable<br>law.
12.4	Where the Directors delegate their powers to a committee of<br>Directors they remain responsible for the exercise of that power by the committee, unless they believed on reasonable grounds at all<br>times before the exercise of the power that the committee would exercise the power in conformity with the duties imposed on Directors<br>of the Company under the Act.
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12.5	The Directors have no power to delegate to a committee of Directors<br>any of the following powers:
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(a)	to amend the Memorandum or the Articles;
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(b)	to designate committees of Directors;
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(c)	to delegate powers to a committee of Directors;
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(d)	to appoint Directors;
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(e)	to appoint an agent;
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(f)	to approve a plan of merger, consolidation or arrangement;<br>or
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(g)	to make a declaration of solvency or to approve a liquidation<br>plan.
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12.6	Regulations 1.1(b) and 1.1(c) do not prevent a committee<br>of Directors, where authorised by the Resolution of Directors appointing such committee or by a subsequent Resolution of Directors, from<br>appointing a sub-committee and delegating powers exercisable by the committee to the sub-committee.
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12.7	The meetings and proceedings of each committee of Directors consisting of two (2)<br>or more Directors shall be governed mutatis mutandis by the provisions of the Articles regulating the proceedings of Directors so far<br>as the same are not superseded by any provisions in the Resolution of Directors establishing the committee.
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OFFICERS AND AGENTS

13.1

The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors (the Chairmanof the Board), a Chief Executive Officer, a President, a Chief Financial Officer, one or more vice-presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person.

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13.2	The officers shall perform such duties as are prescribed<br>at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors.<br>In the absence of any specific prescription of duties it shall be the responsibility of the Chairman of the Board to preside at meetings<br>of Directors and Members, the Chief Executive Officer to manage the day to day affairs of the Company, the vice-presidents to act in<br>order of seniority in the absence of the Chief Executive Officer but otherwise to perform such duties as may be delegated to them by<br>the Chief Executive Officer, the secretaries to maintain the Register of Members, minute books and records (other than financial records)<br>of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer<br>to be responsible for the financial affairs of the Company.
13.3	The emoluments of all officers shall be fixed by Resolution<br>of Directors.
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13.4	The officers of the Company shall hold office until their death, resignation or<br>removal. Any officer elected or appointed by the Directors may be removed at any time, with or without cause, by Resolution of Directors.<br>Any vacancy occurring in any office of the Company may be filled by Resolution of Directors.
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13.5	The Directors may, by a Resolution of Directors, appoint any person, including<br>a person who is a Director, to be an agent of the Company. An agent of the Company shall have such powers and authority of the Directors,<br>including the power and authority to affix the Seal, as are set forth in the Articles or in the Resolution of Directors appointing the<br>agent, except that no agent has any power or authority with respect to the matters specified in Regulation 12.512.1. The Resolution of<br>Directors appointing an agent may authorise the agent to appoint one or more substitutes or delegates to exercise some or all of the powers<br>conferred on the agent by the Company. The Directors may remove an agent appointed by the Company and may revoke or vary a power conferred<br>on him.
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14	CONFLICT OF INTERESTS
14.1	A Director of the Company shall, forthwith after becoming aware of the fact that<br>he is interested in a transaction entered into or to be entered into by the Company, disclose the interest to all other Directors of the<br>Company.
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14.2	For the purposes of Regulation 14.1, a disclosure to all other Directors to the<br>effect that a Director is a member, Director or officer of another named entity or has a fiduciary relationship with respect to the entity<br>or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be<br>entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction.
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14.3	A Director of the Company who is interested in a transaction entered into or to<br>be entered into by the Company may:
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(a)	vote on a matter relating to the transaction;
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(b)	attend a meeting of Directors at which a matter relating to the transaction arises<br>and be included among the Directors present at the meeting for the purposes of a quorum; and
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(c)	sign a document on behalf of the Company, or do any other thing in his capacity<br>as a Director, that relates to the transaction, and, subject to compliance with the Act shall not, by reason of his<br>office be accountable to the Company for any benefit which he derives from such transaction and no such transaction shall be liable to<br>be avoided on the grounds of any such interest or benefit.
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15	INDEMNIFICATION
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15.1	Subject to the limitations hereinafter provided the Company may indemnify against<br>all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection<br>with legal, administrative or investigative proceedings any person who:
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(a)	is or was a party or is threatened to be made a party to any threatened, pending<br>or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a<br>Director of the Company; or
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(b)	is or was, at the request of the Company, serving as a Director of, or in any other<br>capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise.
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15.2	The Company may only indemnify a person pursuant to Regulation<br>15.1 if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings,<br>the person had no reasonable cause to believe that their conduct was unlawful.
15.3	The decision of the Directors as to whether the person acted<br>honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause<br>to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of the Articles, unless a question<br>of law is involved.
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15.4	The termination of any proceedings by any judgment, order,<br>settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly<br>and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct<br>was unlawful.
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15.5	The Company may purchase and maintain insurance in relation to any person who is<br>or was a Director, officer or liquidator of the Company, or who at the request of the Company is or was serving as a Director, officer<br>or liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise,<br>against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would<br>have had the power to indemnify the person against the liability as provided in the Articles.
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16	RECORDS
16.1	The Company shall keep the following documents at the office<br>of its registered agent:
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(a)	the Memorandum and the Articles;
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(b)	the Register of Members, or a copy of the Register of Members;
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(c)	the register of directors, or a copy of the register of directors;
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(d)	copies of all annual returns filed by the Company with its registered agent, for<br>a period of 5 years; and
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(e)	copies of all notices and other documents filed by the Company with the Registrar<br>in the previous 10 years.
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16.2	If the Company maintains only a copy of the Register of Members or a copy of the<br>register of directors at the office of its registered agent, it shall:
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(a)	within 15 calendar days of any change in either register, notify the registered<br>agent in writing of the change; and
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(b)	provide the registered agent with a written record of the physical address of the<br>place or places at which the original Register of Members or the original register of directors is kept.
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16.3	The Company shall keep the following records at the office<br>of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the Directors may determine:
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(a)	minutes of meetings and Resolutions of Members and classes of Members;
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(b)	minutes of meetings and Resolutions of Directors and committees of Directors;
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(c)	an impression of the Seal, if any; and
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(d)	the records and underlying documentation of the Company.
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16.4	The<br>Company shall retain the records and underlying documentation of the Company for a period of at least five (5) years from the date of<br>completion of the transaction to which the records and underlying documentation relate or the Company terminates the business relationship<br>to which the records and underlying documentation relate; and provide its registered agent without delay any records and underlying documentation<br>in respect of the Company that the registered agent requires pursuant to Regulation.
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16.5	The registered agent of the Company shall keep and maintain a record of the places<br>or places outside the British Virgin Islands at which the Company keeps its records and underlying documentation and such record shall<br>include the name of the Company and address of the person who maintains and controls the Company's records and underlying documentation.
16.6	Where any original records referred to in this Regulation are maintained other than<br>at the office of the registered agent of the Company, and the place at which the original records is changed, the Company shall provide<br>the registered agent with the physical address of the new location of the records of the Company within 14 calendar days of the change<br>of location.
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16.7	The records kept by the Company under this Regulation shall<br>be in written form or either wholly or partly as electronic records complying with the requirements of the Electronic Transactions Act.
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16.8	Whenever required to do so by the Financial Services Commission or any other competent<br>authority in the British Virgin Islands acting pursuant to the exercise of a power under an enactment, the registered agent of the Company<br>shall require from the Company, records and underlying documentation in respect of the Company.
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17	REGISTERS OF CHARGES
17.1	The Company shall maintain at the office of its registered agent a register of charges<br>in which there shall be entered the following particulars regarding each mortgage, charge and other encumbrance created by the Company:
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(a)	the date of creation of the charge;
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(b)	a short description of the liability secured by the charge;
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(c)	a short description of the property charged;
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(d)	the name and address of the trustee for the security or, if there is no such trustee,<br>the name and address of the chargee;
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(e)	unless the charge is a security to bearer, the name and address of the holder of<br>the charge; and
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(f)	details of any prohibition or restriction contained in the instrument creating the<br>charge on the power of the Company to create any future charge ranking in priority to or equally with the charge.
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18	CONTINUATION
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The Company may by Resolution of Members or by a Resolution of Directors continue as a company incorporated under the laws of a jurisdiction outside the British Virgin Islands in the manner provided under those laws.

19	SEAL

The Company may have more than one Seal and references herein to the Seal shall be references to every Seal which shall have been duly adopted by Resolution of Directors. The Directors shall provide for the safe custody of the Seal and for an imprint thereof to be kept at the registered office. Except as otherwise expressly provided herein the Seal when affixed to any written instrument shall be witnessed and attested to by the signature of any one Director or other person so authorised from time to time by Resolution of Directors. Such authorisation may be before or after the Seal is affixed, may be general or specific and may refer to any number of sealings. The Directors may provide for a facsimile of the Seal and of the signature of any Director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been attested to as hereinbefore described.

20	ACCOUNTS AND AUDIT
20.1	The Company shall keep records and underlying documentation that are sufficient<br>to show and explain the Company's transactions and that will, at any time, enable the financial position of the Company to be determined<br>with reasonable accuracy.
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20.2	The Directors may by Resolution of Directors appoint an auditor of the Company who<br>shall hold office on such terms as the Directors determine.
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20.3	Notwithstanding Regulation 20.2, the Company shall, within<br>9 months after the end of each year, file an annual return with its registered agent in the prescribed statutory form, provided that,<br>if the Company has a financial year that is not a calendar year, then the return shall be filed instead within 9 months of the end of<br>that financial year.
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20.4	If the office of the auditor becomes vacant by resignation<br>or death of the auditor, or by their becoming incapable of acting by reason of illness or other disability at a time when their services<br>are required, the Directors shall fill the vacancy and subject to Regulation 20.5, determine the renumeration of such auditor.
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20.5	The remuneration of the auditors of the Company shall be<br>fixed by the Audit Committee (if one exists).
20.6	Every auditor of the Company shall have a right of access<br>at all times to the books of account and vouchers of the Company, and shall be entitled to require from the Directors and officers of<br>the Company such information and explanations as he thinks necessary for the performance of the duties of the auditors.
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20.7	The auditors of the Company shall be entitled to receive<br>notice of, and to attend any meetings of Members at which the Company's profit and loss account and balance sheet are to be presented.
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21	NOTICES
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21.1	Any notice, information or written statement to be given by the Company to Members<br>may be given by personal service, mail, facsimile or other similar means of Electronic Communications, addressed to each Member at the<br>address shown in the Register of Members.
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21.2	Any summons, notice, order, document, process, information or written statement<br>to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered<br>office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company.
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21.3	Service of any summons, notice, order, document, process, information or written<br>statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written<br>statement was delivered to the registered office or the registered agent of the Company or that it was mailed in such time as to admit<br>to its being delivered to the registered office or the registered agent of the Company in the normal course of delivery within the period<br>prescribed for service and was correctly addressed and the postage was prepaid.
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22	VOLUNTARY WINDING UP
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The Company may by a Resolution of Members or by a Resolution of Directors appoint a voluntary liquidator.

23	EXCLUSIVE FORUM
23.1	Unless the Company consents in writing to the selection of<br>an alternative forum, the courts of the British Virgin Islands shall have exclusive jurisdiction to hear, settle and/or determine any<br>dispute, controversy or claim (including any non-contractual dispute, controversy or claim) whether arising out of or in connection with<br>these Articles or otherwise, including any questions regarding their existence, validity, formation or termination. For the avoidance<br>of doubt and without limiting the jurisdiction of the British Virgin Islands courts to hear, settle and/or determine disputes related<br>to the Company, the courts of the British Virgin Islands shall be the sole and exclusive forum for (i) any derivative action or proceeding<br>brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Director, officer, or other<br>employee of the Company to the Company or the Shareholders, (iii) any action asserting a claim arising pursuant to any provision of the<br>Act or these Articles including but not limited to any purchase or acquisition of Shares, security, or guarantee provided in consideration<br>thereof, or (iv) any action asserting a claim against the Company which if brought in the United States of America would be a claim arising<br>under the internal affairs doctrine (as such concept is recognized under the laws of the United States from time to time).
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23.2	Unless the Company consents in writing to the selection of<br>an alternative forum, the United States District Court for the Southern District of New York shall be the exclusive forum within the<br>United States for the resolution of any complaint asserting a cause of action arising out of or relating in any way to the federal securities<br>laws of the United States, regardless of whether such legal suit, action, or proceeding also involves parties other than the Company. Any person or entity<br>purchasing or otherwise acquiring any Share or other securities in the Company, or purchasing or otherwise acquiring depositary shares<br>representing the Company’s Shares issued pursuant to relevant deposit agreements, shall be deemed to have notice of and consented<br>to the provisions of this Regulation 23.2 and Regulation 23.1 above. Without prejudice to the foregoing, if any part of this Regulation<br>23.2 and Regulation 23.1 is held to be illegal, invalid or unenforceable under applicable law, the legality, validity or enforceability<br>of the rest of these Articles shall not be affected and this Regulation 23.2 and Regulation 23.1 shall be interpreted and construed to<br>the maximum extent possible to apply in the relevant jurisdiction with whatever modification or deletion may be necessary so as best to<br>give effect to the intention of the Company.
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We, Vistra (BVI) Limited of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands for the purpose of incorporating a BVI Business Company under the laws of the British Virgin Islands hereby sign these Articles of Association the 27th day of May, 2024.

Incorporator

/s/ Rexella D. Hodge
(Sd.) Rexella D. Hodge
Authorised Signatory
Vistra (BVI) Limited

Exhibit 2.2

DESCRIPTION OF SECURITIES

This exhibit contains a description of the rights of the holders of securities registered under Section 12 of the Securities Exchange Act of 1934. The following description of our share capital does not purport to be complete and is subject to and qualified in its entirety by our amended and restated articles of association and by the applicable provisions of British Virgin Islands law.

Ordinary Shares

General

All of the issued ordinary shares, par value $0.0000625 per share (the “shares” or “Ordinary Shares”) of JM Group Limited (the “Company”) are fully paid and non-assessable. Shares of the Company are issued in registered form. There are no limitations imposed by the Company’s amended and restated memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on the Company’s shares. In addition, there are no provisions in the Company’s amended and restated memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.

Under the British Virgin Islands (the “BVI”) Business Companies Act, as amended (the “BVI Act”), the Ordinary Shares are deemed to be issued when the name of the shareholder is entered in the Company’s register of members. If (a) information that is required to be entered in the register of members is omitted from the register or is inaccurately entered in the register, or (b) there is unreasonable delay in entering information in the register, a shareholder of the company, or any person who is aggrieved by the omission, inaccuracy or delay, may apply to the British Virgin Islands Courts for an order that the register be rectified, and the court may either refuse the application or order the rectification of the register, and may direct the company to pay all costs of the application and any damages the applicant may have sustained.

Dividends

The holders of the Company’s Ordinary Shares are entitled to such dividends as may be declared by the Company’s board of directors, subject to the BVI Act and our amended and restated memorandum and articles of association.

Voting Rights

Any action required or permitted to be taken by the shareholders must be effected at a duly called meeting of the shareholders entitled to vote on such action or may be effected by a resolution of members in writing, each in accordance with the amended and restated memorandum and articles of association. At each meeting of shareholders, each shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will have one vote for each share that such shareholder holds.

Transfer of Ordinary Shares

Subject to the restrictions contained in the Company’s amended and restated articles of association, any of the Company’s shareholders may transfer all or any of his or her Ordinary Shares by an instrument of transfer.

For so long as the Ordinary Shares are listed on a designated stock exchange, the Ordinary Shares may be transferred without the need for a written instrument of transfer if the transfer is carried out in accordance with the laws, rules, procedures and other requirements applicable to shares registered on the designated stock exchange.

Liquidation

As permitted by the BVI Act and the Company’s amended and restated memorandum and articles of association, the Company may be voluntarily liquidated under Part XII of the BVI Act by resolution of directors and resolution of shareholders if the Company’s assets exceed the Company’s liabilities and the Company is able to pay the Company’s debts as they fall due. The Company may also be wound up in circumstances where the Company is insolvent in accordance with the terms of the BVI Insolvency Act, 2003 (as amended).

If the Company is wound up and the assets available for distribution among the Company’s shareholders are more than sufficient to repay all amounts paid to the Company on account of the issue of shares immediately prior to the winding up, the excess shall be distributable pari passu among those shareholders in proportion to the amount paid up immediately prior to the winding up on the shares held by them, respectively. If the Company is wound up and the assets available for distribution among the shareholders as such are insufficient to repay the whole of the amounts paid to the Company on account of the issue of shares, those assets shall be distributed so that, to the greatest extent possible, the losses shall be borne by the shareholders in proportion to the amounts paid up immediately prior to the winding up on the shares held by them, respectively. If the Company is wound up, the liquidator appointed by the Company may, in accordance with the BVI Act, divide among the Company’s shareholders in specie or kind the whole or any part of the Company’s assets (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as the liquidator deems fair upon any property to be divided and may determine how such division shall be carried out as between the shareholders or different classes of shareholders.

Calls on Ordinary Shares and Forfeitureof Ordinary Shares

The Company’s board of directors may from time to time make calls upon shareholders for any amounts unpaid on their Ordinary Shares in a notice served to such shareholders at least 14 days prior to the specified time of payment. The Ordinary Shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption of Ordinary Shares

The BVI Act and our amended and restated memorandum and articles of association permit us to purchase our own shares with the prior written consent of the relevant shareholders, a resolution of directors and in accordance with applicable law.

Variations of Rights of Shares

The rights attached to any class of shares of the Company may only, whether or not the Company is being wound up, be varied with the consent in writing of or by a resolution passed at a meeting by the holders of more than 50 per cent of the issued shares of that class

General Meetings of Shareholders

Under the Company’s amended and restated memorandum and articles of association, a copy of the notice of any meeting of shareholders shall be given by the director convening such meeting not less than seven calendar days before the date of the proposed meeting to those persons whose names appear as shareholders in the register of members on the date of the notice and are entitled to vote at the meeting and the other directors. The Company’s board of directors shall call a meeting of shareholders upon the written request of shareholders holding at least 30% of the Company’s outstanding voting shares. In addition, the Company’s board of directors may call a meeting of shareholders on its own motion. A meeting of shareholders may be called on short notice if at least 90% of the shares entitled to vote on the matters to be considered at the meeting have agreed to short notice of the meeting, or if all members holding shares entitled to vote on all or any matters to be considered at the meeting have waived notice and presence at the meeting shall be deemed to constitute waiver for this purpose.

At any meeting of shareholders, a quorum will be present if there are shareholders present in person or by proxy representing not less than 50 percent of the shares entitled to vote on the resolutions to be considered at the meeting. Such quorum may be represented by only a single shareholder or proxy. If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of our shareholders, shall be dissolved; in any other case it shall stand adjourned to the next business day in the jurisdiction in which the meeting was to have been held at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the Shares or each class or series of Shares entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall either be dissolved or stand further adjourned at the discretion of the chairman of the board or, if different, the chairman of the meeting. No business may be transacted at any meeting of shareholders unless a quorum is present at the commencement of business. At every meeting of our shareholders, the chairman of the board or his/her nominee shall preside as chairman of the meeting. The chairman of the meeting shall be deemed to be present in person at the meeting if he or she participates by telephone or other electronic means and all shareholders participating in the meeting are able to communicate with the chairman of the meeting. If there is no chairman of the board or if the chairman of the board or his/her nominee is not present at the meeting, either physically in person, by telephone or other electronic means, if appropriate, the shareholders present shall choose one of their number to be the chairman. If the shareholders are unable to choose a chairman for any reason, then the person representing the greatest number of voting shares present in person or by proxy at the meeting shall preside as chairman failing which the oldest individual shareholder or representative of a shareholder present shall take the chair.

Inspection of Books and Records

Under the BVI Act, members of the general public, on payment of a nominal fee, can obtain copies of the public records of a company available at the office of the Registrar of Corporate Affairs, which will include the company’s certificate of incorporation, its memorandum and articles of association (with any amendments) and records of license fees paid to date and will also disclose any articles of dissolution, articles of merger and a register of charges if the company has elected to file such a register.

A member of the Company is also entitled, upon giving written notice to the Company, to inspect (i) the Company’s amended and restated memorandum and articles of association, (ii) the register of members, (iii) the register of directors and (iv) minutes of meetings and resolutions of members and of those classes of members of which that member is a member, and to make copies and take extracts from the documents and records referred to in (i) to (iv) above. However, the Company’s directors may, if they are satisfied that it would be contrary to the company’s interests to allow a member to inspect any document, or part of a document specified in (ii) to (iv) above, refuse to permit the member to inspect the document or limit the inspection of the document, including limiting the making of copies or the taking of extracts or records. See “Where You Can Find Additional Information.” on page 147 of this prospectus. Where a company fails or refuses to permit a member to inspect a document or permits a member to inspect a document subject to limitations, that member may apply to the BVI court for an order that he should be permitted to inspect the document or to inspect the document without limitation.

Changes in Capital

The Company may from time to time by resolution of shareholders or resolution of the Company’s board of directors, subject to the BVI Act and the Company’s amended and restated memorandum and articles of association:

●	amend the Company’s memorandum and articles of association<br>to increase or decrease the maximum number of shares the Company is authorized to issue;
●	split the Company’s authorized and issued shares into<br>a larger number of shares;
---	---
●	combine the Company’s authorized and issued shares<br>into a smaller number of shares; and
---	---
●	create new classes of shares with preferences to be determined<br>by resolution of the board of directors to amend the amended and restated memorandum and articles of association to create new classes<br>of shares with such preferences at the time of authorization.
---	---

Exhibit 4.4

Contents

A.	Introduction	3
Definitions		3
B.	Terms and Conditions	4
C.	Representations and Warranties	4
D.	Ethical Conduct Policy	6
E.	Conflict Minerals	6
F.	Insurance	7
G.	Product Recall Policy	8
H.	Disposition of Rejected Goods	9
Appendix A		10
Appendix B		15
Appendix C		24

A.Introduction

Five Below is committed to processing merchandise efficiently, safely, and in compliance with all applicable federal, state and local laws, rules and regulations. By doing so, we are able to offer our customers exciting merchandise at a great value.

We have made significant investments within our Supply Chain network to speed the delivery of product to our stores. This includes highly automated distribution centers that are capable of conveying, sorting, and cross-docking product. To leverage these investments, it is required that all vendors ship product in case pack quantities that are packed in corrugated cartons that are shippable and conveyable, unless otherwise agreed to in writing by Five Below. This will allow us to serve our customers by accelerating the flow of merchandise and leveraging every cost dollar along the way.

We appreciate your support in helping us ensure that every order is shipped to arrive in a safe, timely and efficient manner.

Definitions

As used herein, capitalized terms shall have the meanings assigned to them in Five Below’s then current Purchase Order Terms and Conditions (the current version of which is attached here as Appendix A). Appendix C is a list of all states in which Five Below currently operates. In addition, the following capitalized terms are defined as follows:

“ApplicableLaw” means all applicable laws, ordinances, rules, regulations and orders of all foreign nations (or governmental subdivision thereof) and all applicable domestic (United States of America) federal, state, and local laws, ordinances, rules, regulations and orders pertaining to the production, sale and shipment of the goods.

“Buyer” means Five Below.

“Factory” or “manufacturing plant” means a building or group of buildings where goods are manufactured or assembled.

“Goods” or “goods” means the items of merchandise (including components and related packaging, labeling, instructions, product descriptions, printed matter and visual and digital information) that are the subject of any Purchase Order.

“PreferredCompliance Auditor” means Five Below’s preferred firm for factory audit and shipment inspections in China or in any other countries from which Goods are manufactured or sourced. Five Below’s current Preferred Compliance Auditor(s) can be found in the Compliance section of the Vendor Agreement.

“PreferredSpecialized Testing Lab” means Five Below’s preferred laboratory for microbiological, TRA, USP 51, USP 61, and 62 testing of Goods in China (or in any other countries from which Goods are manufactured or sourced) and for all product testing, shipment inspection and factory audit services in India. Five Below’s current Preferred Specialized Testing Lab, which may be changed at any time by Five Below, can be found in the Compliance section of the Vendor Agreement.

“PreferredStandard Testing Lab” means Five Below’s preferred laboratory for standard testing of Goods. Five Below’s current Preferred Standard Testing Lab, which may be changed at any time by Five Below, is Bay Area Compliance Labs (“BACL”).

“MerchandiseBuyer” means an employee of Five Below who is authorized to purchase goods from Vendor.

“PurchaseOrder Terms and Conditions” means Five Below’s then current Purchase Order Terms and Conditions (the current version of which is attached here as Appendix A).

“VendorAgreement” means the Company’s Routing, Packaging and Vendor Compliance Guide then in effect and as modified from time to time by the Buyer (current versions with updates will be available upon request by Vendor).

B.Terms and Conditions

By signing the Five Below Vendor Agreement Vendor Acknowledgment, and in consideration of the right to sell Goods to Five Below to be offered for sale by Five Below in its stores and online, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Vendor agrees to comply with all of the terms, conditions, and requirements set forth in this Vendor Agreement, including but not limited to the Purchase Order Terms and Conditions attached hereto as Appendix A. This Vendor Agreement together with the Purchase Order, Purchase Order Terms and Conditions, the terms contained in Five Below’s online system (or any successor system thereto), any other written and signed agreement(s) entered into between Five Below and Vendor (including any agreements entered into through Five Below’s online systems), and any attachments, instructions, or requirements furnished to Vendor by Five Below are considered one integrated agreement governing all aspects of the relationship between Five Below and Vendor. All representation, warranties, covenants and terms applicable to Vendor contained in any of the foregoing shall be considered cumulative obligations of Vendor.

NO ORDERS ARE GIVEN BY BUYER VERBALLY OR IN WRITING EXCEPT BY AN OFFICIAL PURCHASE ORDER. PROJECTIONS OR ESTIMATES ARE NOT ORDERS NOR DO THEY CONSTITUTE ANY OBLIGATION OF BUYER. PRODUCTION COMMITMENTS OR RAW MATERIAL REQUIREMENTS (INCLUDING BUT NOT LIMITED TO RESERVATION OF PRODUCTION SPACE AND/OR OF RAW MATERIALS BY VENDOR) ARE FOR PROJECTION AND PLANNING PURPOSES ONLY AND IN NO WAY FORM OR CONSTITUTE AN OBLIGATION ON THE PART OF BUYER.

C.Representations and Warranties

In addition to, and not in limitation of, the representations and warranties in the Purchase Order Terms and Conditions, Vendor further represents and warrants to Five Below as follows:

(1) In obtaining, selling and delivering Goods to Five Below neither Vendor nor anyone affiliated with or representing Vendor has or will breach any agreement with or commitment or representation to any third party and there is no impediment or restriction, legal or otherwise, that limits, prohibits or prevents Five Below from reselling the product to its customers;

(2) The Goods shipped, as of the date of shipment, comply with, and are not adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, as amended (“FDCA”), including, without limitation, the Food Additives Amendment as further amended and also comply with, and are not adulterated or misbranded within the meaning of, any state’s food and drug law;

(3) The Goods shipped, as of the date of shipment, are not articles that may not be introduced into interstate commerce pursuant to Sections 404 or 405 of the FDCA, or otherwise, and conform to all rules, bans, standards or regulations of or under the Consumer Product Safety Act (“CPSA”) and the Consumer Product Safety Improvement Act of 2008 (“CPSIA”) and will include a Certificate of Compliance for children’s products or a General Compliancy Certificate for other CPSA regulated products as required under the CPSIA;

(4) Each shipment or other delivery of Goods is not misbranded or mislabeled under the Federal Hazardous Substance Act (“FHSA”) or any other Applicable Law, and if applicable, has been tested and approved by any approved third party, including the Underwriters Laboratory, Inc. or the ETL, and the National Sanitation Foundation.

(5) Each shipment or other delivery of Goods will comply in all material respects with all Applicable Laws (including those enforced by the CPSC) governing product safety, product content and labeling, and shall include a Certificate of Compliance supplied by Vendor or maintained on Vendor’s internet accessible electronic platform to comply with applicable requirements of CPSIA §14(a);

(6) Each shipment or other delivery of Goods will, if constituting or containing an economic poison as defined in the Federal Insecticide, Fungicide, and Rodenticide Act, be registered pursuant to said Act and comply with all other provisions of such Act;

(7) Each shipment or other delivery of Goods will conform to the applicable flammability standards and other requirements under the Federal Flammable Fabrics Act and any other Applicable Law applicable to textiles, fabric, bedding and/or furniture and all Goods that contain textile fiber products shall be properly branded and invoiced in accordance with the Textile Fiber Products Identification Act and any other all Applicable Laws with respect to such products;

(8) The Goods meet all applicable Occupational Safety and Health Administration Standards;

(9) Each shipment or other delivery of Goods containing electric appliances, component parts and wiring shall be listed by either the Underwriters Laboratories, Inc. or the ETL and be in compliance with applicable electrical codes or other Applicable Laws;

(10) Each shipment or other delivery of Goods does not require a warning under California Proposition 65 or, if it requires a warning, a warning in a form which complies with the requirements of California Code of Regulations Title 27, Division 4, Article 6 is provided on the product or product labeling for the Goods. Vendor must notify Five Below that Goods require Proposition 65 warning at the time of item set up. Five Below has the right to reject or cancel orders for Goods where a Proposition 65 warning is required; and

(11) As required by Applicable Law, Vendor will maintain copies of all Safety Data Sheets and like documentation for any Goods and will, upon request by Five Below, provide Five Below with copies of such documentation promptly.

D.Ethical Conduct Policy

Vendor represents and warrants to Five Below that it will obey and conform to all Applicable Laws, and is in full compliance with all Applicable Laws, including, without limitation, those relating to anti-bribery and anti-corruption (including without limitation, the US Foreign Corrupt Practices Act, the US Travel Act, the UK Bribery Act 2010, and any and all similar provisions in the jurisdiction(s) in which it operates). Vendor represents and warrants that it has not and will not engage in any activity, practice or conduct which would constitute an offense under those requirements, and that it has in place its own policies and procedures adequate to ensure compliance with these anti- bribery and anti-corruption provisions by its officers, employees, agents and any other third party or person associated with Vendor in the performance of services or shipment of goods to Five Below.

Five Below’s expectation is that no Vendor producing Goods for Five Below will attempt to circumvent Five Below’s quality process through unethical conduct. We rely on our laboratories to assist Vendors to certify products to be in compliance with Applicable Laws by providing unbiased test reports. Attempts to alter test results, submit samples of Goods to labs that do not accurately represent final production, influence third party inspectors or auditors, or force laboratories to certify non-compliant product through exertion of undue influence is strictly prohibited. No Vendor or factory may circumvent Five Below’s requirements through modification, substitution, alteration or withholding information in test reports, factory audits, shipment inspections, etc.

E.Conflict Minerals

The SEC adopted the Conflict Minerals Provision, Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), to require publicly-held companies to publicly disclose their use of conflict minerals that originated in Covered Countries. At this time, Covered Countries include the Democratic Republic of Congo and its adjoining countries, including: Angola; Burundi; Central African Republic; the Republic of Congo; Rwanda; South Sudan; Tanzania; Uganda; and Zambia. The rule applies to all products manufactured on or after January 31, 2013, and according to the legislation, columbite-tantalite, cassiterite, wolframite and gold ore – which are refined into tantalum, tungsten, and gold, are considered Conflict Minerals.

Five Below does not directly purchase raw conflict materials for products we sell and is committed to complying with the reporting requirements under the conflict minerals rule.

Vendor understands that Five Below does not require, mandate or control the materials used on Goods ordered by Five Below from Vendor. Vendor represents and warrants that it shall not utilize, nor allow any other third party to utilize, any Conflict Minerals which are sourced from Covered Countries in any goods or components of goods, or in the production of such goods or components of goods, manufactured or produced by Vendor for Buyer under a Purchase Order or otherwise. This representation and warranty by Vendor is based on personal knowledge and/or written guarantees provided by Vendor’s suppliers. Five Below may require Vendor to provide due diligence documentation relating to Conflict Minerals, including formal certifications and policies and Vendor shall promptly comply with any such requests.

F.Insurance

Vendor shall, at its own cost, obtain and maintain insurance as required by Five Below’s then current Purchase Order Terms and Conditions.

INSURANCE. Vendor shall maintain and require its subcontractors to maintain:

(a)	Commercial<br> General Liability (CGL): Covering CGL on an “occurrence” basis, including products<br> and completed operations, property damage, bodily injury and personal & advertising injury<br> with limits no less than $5,000,000 per occurrence. Claims made policies are not accepted;
(b)	Automobile<br> Liability, including owned, hired and non-owned vehicles (Employers’ Non- Ownership<br> Liability), at a limit not less than $1,000,000;
(c)	Statutory<br> Workers’ Compensation in compliance with state laws and Employers’ Liability<br> with limit<br>of no less than $500,000 per accident for bodily injury or disease;
(d)	Property<br> Insurance on all materials that are part of this Purchase Order until such time as the materials<br> are accepted by Buyer. In addition, Vendor is required to provide its own Property Insurance<br> for its own equipment, materials and tools that are used by Vendor which are not part of<br> this Purchase Order; and
(e)	any<br> other insurance, as may be required by law.

If Vendor maintains broader coverage and/or higher limits than the minimums shown above, Buyer requires and shall be entitled to the broader coverage and/or higher limits maintained by Vendor.

Vendor must submit a Certificate of Insurance (Accord 25-S) to Buyer in compliance with the above requirements. The certificate should:

(a)

Designate Buyer, its affiliates, subsidiaries, and their respective successors, assigns, customers, and users of its products as additional insured with respect to liability arising out of goods or services hereby ordered from Vendor on a primary and non-contributory basis (even for Buyer’s sole negligence) on both your general liability and automobile liability insurance policies. It is specifically agreed by Vendor that Buyer’s policies of insurance are in excess of any coverage to be provided by Vendor to Buyer as Additional Insured.

(b)

Include a waiver of subrogation in favor of Buyer, its affiliates, subsidiaries, and their respective successors, assigns, customers and users of its products on Vendor’s property, general liability, automobile liability and workers’ compensation insurance policies. Vendor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not Buyer has received a waiver of subrogation endorsement from Vendor or Vendor’s insurer.

Vendor waives all rights of recovery or subrogation against Buyer for damage caused by fire or other perils to the extent covered by Property Insurance required pursuant to this Vendor Agreement and/or Five Below’s then current Purchase Order, whether or not such damage was caused by the negligence, strict liability or other actions or in-actions of Buyer, general contractor/construction manager or Buyer, or not.

(c)	Contain<br> a provision for notice of cancellation, non-renewal, or material change to Buyer of not less<br> than thirty days.
(d)	Be<br> addressed to Certificate Holder and Additional Insured as follows:

Five Below, Inc.

1616 Holdings, Inc.

701 Market Street

Suite 200

Philadelphia, PA 19106

All coverage must be underwritten by licensed insurance companies rated no less than A- VII by A.M. Best.

Self-Insured retentions of $50,000 or more must be declared and approved by Buyer.

Vendor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Vendor shall ensure that Buyer is an additional insured on insurance required from subcontractors.

Buyer reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances.

G.Product Recall Policy

In the event of any and all product recalls that are either (i) agreed upon between Vendor and Five Below, or (ii) that are required (either by law or in the commercially reasonable judgment of Five Below) because Five Below has reason to believe the Goods are defective, dangerous, incomplete, infringe upon intellectual property rights or are not in compliance with applicable laws or regulations, the Goods will be returned to Vendor at Vendor’s expense, or otherwise disposed of by Five Below, at Five Below’s discretion. This expense will include (a) a 12% product handling fee; (b) incoming and return freight charges; (c) reasonable attorneys’ fees of Five Below; and (d) any and all other expenses, fees, or costs incurred by Five Below in connection with such recall.

In the event of a recall, Vendor shall immediately provide to Five Below any information requested by Five Below, including, without limitation, the following:

●	List<br> of all affected items by Five Below SKU, UPC, Description and Vendor Style #
●	Specific<br> production lots/batches, if applicable, (including instructions and photos on how to locate<br> the batch information)
●	Detailed<br> description of the issue/reason for recall
●	List<br> of governmental agencies involved, if any
●	RTV<br> information
●	Recall<br> poster PDF for posting in stores and on Five Below’s website, including UPC information

Any consumer-level recalls must be provided to the Five Below Merchandise Buyer and QA- Compliance department in advance of public release. In no event shall Five Below be named in a recall unless specifically agreed in writing by Five Below prior to issuance of such release.

For additional detail on the Five Below product recall process, see Five Below’s current Policies and Principles Governing Product Recalls, the current version of which is attached here as Appendix B.

H.Disposition of Rejected Goods

With respect to Goods that Five Below has rejected (or revoked acceptance of), Five Below will return Goods to Vendor, except Five Below may elect not to return Goods in the following circumstances: (i) in the event Vendor and Five Below have agreed that Goods will not be returned to Vendor, (ii) in the event Vendor fails to authorize the return of Goods within 20 days after Five Below’s notice of rejection or revocation, (iii) in the event the return of Goods is precluded by act of any government agency, regulatory authority or third party, (iv) in the event Five Below has reasonable cause to believe that Goods contain defect or hazards that could create a substantial risk of injury to any person or property. Goods not returned by Five Below may be disposed of by Five Below in its sole discretion. With respect to any Goods disposed of or returned by Five Below, Vendor will be liable for all costs and expenses related to the disposition or return, including any standard processing fees charged by Five Below, any freight, store, and disposal or destruction costs.

With respect to Goods designated as ‘Fail’ by Five Below’s designated third party shipment inspection partner at the Vendor’s overseas factory, Five Below’s QA-Compliance and Merchandising departments will determine disposition of failed Goods (rework, re-inspection or accept as it is, or provide other specific directions), at their sole discretion.

AppendixA

Five Below Purchase Order Terms and Conditions

FiveBelow

PurchaseOrder Terms and Conditions

The following terms and conditions shall apply to transaction(s) between the parties, including those described in applicable purchase order(s) between Five Below, Inc., 1616 Holdings, Inc. and/or one of more of their respective subsidiaries or affiliates (as designated on the Purchase Order, the “Buyer”) and the entity shown as the Vendor thereon. Whenever a term defined by the Pennsylvania Uniform Commercial Code (“UCC”) is used herein, the definition contained in the UCC shall control. As used herein, the term “Purchase Order” or “PO” shall mean these Purchase Order Terms and Conditions together with a document entitled “Purchase Order” issued by Buyer to Vendor with a Purchase Order Number and detailing specific order details and other information.

NOORDERS ARE GIVEN BY BUYER VERBALLY OR IN WRITING EXCEPT BY AN OFFICIAL PURCHASE ORDER. PROJECTIONS OR ESTIMATES ARE NOT ORDERS NOR DOTHEY CONSTITUTE ANY OBLIGATION OF BUYER. PRODUCTION COMMITMENTS OR RAW MATERIAL REQUIREMENTS (INCLUDING BUT NOT LIMITED TO RESERVATIONOF PRODUCTION SPACE AND/OR OF RAW MATERIALS BY VENDOR) ARE FOR PROJECTION AND PLANNING PURPOSES ONLY AND IN NO WAY FORM OR CONSTITUTEAN OBLIGATION ON THE PART OF BUYER.

1.	ACCEPTANCE.<br> A Purchase Order is not an acceptance of any offer to sell but is an offer to purchase. A<br> Purchase Order shall constitute no more than Buyer’s offer to purchase goods from Vendor<br> in accordance with these Purchase Order Terms and Conditions and any additional terms and<br> conditions expressly set forth or incorporated by express reference on the Purchase Order<br> or herein, including, without limitation, the Company’s Routing, Packaging and Vendor<br> Compliance Guide (the “Vendor Agreement”) in effect and as modified<br> from time to time by the Buyer (current versions with updates will be available upon request<br> by Vendor) (collectively, “terms and conditions”). When Vendor<br> accepts a Purchase Order, the Purchase Order (together with these terms and conditions) collectively<br> constitutes a binding contract between the parties. Acceptance of this Purchase Order is<br> expressly limited to these terms and conditions. Any terms and conditions proposed by the<br> Vendor in the Vendor’s quotation, invitation, acceptance, acknowledgement, invoice,<br> transmittal or any other document which is different from, conflict with or add to these<br> terms and conditions shall be deemed to materially alter the terms and conditions and are<br> hereby objected to and rejected by Buyer. Acceptance of this Purchase Order, including acceptance<br> of these terms and conditions shall occur upon the earliest occurrence of any of the following<br> events: (i) receipt by Buyer of written acknowledgement that Vendor has accepted this Purchase<br> Order, or (ii) receipt by Buyer of notification that Vendor has commenced performance hereunder,<br> or (iii) tender or purported tender by Vendor of conforming goods and/or services. All dollar<br> amounts on Purchase Orders and as used herein are in United States Dollars unless explicitly<br> stated otherwise.
2.	CHANGES.<br> No change shall be undertaken except upon express written authorization of Buyer. Buyer may<br> at any time, by written notice, make changes within the general scope of this Purchase Order<br> in the packaging, methods of shipment, quantities, place of delivery or delivery schedules.<br> If any such change causes an increase or decrease in the costs of, or the time required for<br> Vendor’s performance, an equitable adjustment shall be made in the price or delivery<br> schedule, or both, provided a written request for such an adjustment shall be made to Buyer<br> within ten business days from the date of Vendor’s receipt of notice making the change<br> and this Purchase Order shall be modified accordingly by written change order. Nothing contained<br> herein shall relieve the Vendor from proceeding, without delay, to perform this Purchase<br> Order, as changed.
3.	QUALITY, PACKING, TICKETING AND DELIVERY. Goods must be of the appropriate quality, packed,<br> ticketed and shipped in accordance with the terms and conditions contained in the Vendor Agreement. The time of delivery is of the essence, however, Buyer has the right to request<br>Vendor to delay or accelerate any particular shipment, and Vendor shall use commercially reasonable best efforts to accommodate any such<br>request. If a tender of conforming goods is not made by the scheduled delivery date, Vendor shall have no right to make a later conforming<br>tender. Vendor shall bear the risk of loss to the goods purchased hereunder until received and accepted by Buyer. Unless designated otherwise<br>on the face of this Purchase Order by Buyer, all goods ordered hereunder must be shipped FOB Point of Destination as designated on the<br>face of this Purchase Order by Buyer.
4.	WARRANTIES.<br> Vendor warrants that all goods or services furnished hereunder (i) will conform to applicable<br> specifications, including those specified in the then current Vendor Agreement, and samples, (ii)<br>will be merchantable, (iii) will be of good material and workmanship and free from defects, (iv) will be fit and sufficient for the purposes<br>intended, if such intent is known to Vendor, (v) will be free from all liens and other, encumbrances, and (vi) will not be designed,<br>manufactured or otherwise produced in violation of any patent, trademark, copyright, trade secret or other intellectual property right<br>existing anywhere in the world. In addition, Vendor represents and warrants that it shall not utilize, nor allow any other third party<br>to utilize, any so called “Conflict Minerals” (such as gold, columbite-tantalite, cassiterite, and wolframite (and their<br>respective metal derivatives, Gold, Tantalum, Tin, and Tungsten), as defined in Section 1502 of the Dodd-Frank Wall Street Reform and<br>Consumer Protection Act (as amended from time to time and including rules and regulations thereunder, “Dodd-Frank”),<br>which are sourced from “Covered Countries” (such as, without limitation, the Democratic Republic of Congo), also as defined<br>in Dodd-Frank) in any goods or components of goods, or in the production of such goods or components of goods, manufactured or produced<br>by Vendor for Buyer under the Purchase Order or otherwise. These warranties are in addition to all other warranties, expressed or implied,<br>and survive acceptance of and payment for any and all goods or services ordered, and the warranties run to Buyer, its successors, assigns,<br>customers and users of its products.
5.	INSPECTION AND TESTS. All goods ordered hereunder and Vendor processes will be subject to inspection<br> and testing by Buyer at all reasonable times and places, including Vendor’s facilities.<br> It is expressly agreed that inspections and/or payments prior to, at the time of or after<br> delivery do not constitute a final acceptance of the goods or services. Buyer’s inspection,<br> discovery of any breach of warranty,<br>failure to make an inspection or failure to discover any breach of warranty does not constitute a waiver of any of Buyer’s rights<br>or remedies whatsoever.

6.	CONFIDENTIALITY.<br> All know-how, methods, marketing strategies, specifications, prices, costs, business plans,<br> purchasing data, research and development data, customer lists and/or information, and other<br> data, whether written or oral, (collectively, “Confidential Information”)<br> furnished by Buyer to Vendor, or otherwise learned by Vendor as a result of its vendor relationship<br> with Buyer, is proprietary to Buyer, and Vendor agrees to keep all such Confidential Information<br> confidential and use such Confidential Information only as necessary in order to fulfill<br> Vendor’s obligations to Buyer under Purchase Orders placed by Buyer with Vendor. Vendor<br> further agrees to return to Buyer all Confidential Information, including all copies thereof<br> made by or for Vendor, upon Buyer’s request. Excess inventory of goods ordered hereunder<br> made by or for Vendor (and not purchased by Buyer) with the use of Confidential Information,<br> or including Buyer’s trademarks or trade names, or trademarks and trade names of Buyer’s<br> customers, shall be destroyed by Vendor at Vendor’s expense. Vendor shall not in any<br> manner advertise or publish the fact that it has furnished or contracted to furnish to Buyer<br> the goods or services herein mentioned without prior written consent of Buyer. Vendor agrees<br> that all information furnished or disclosed to Buyer by Vendor in connection with this Purchase<br> Order is furnished or disclosed as part of the consideration for this Purchase Order. Notwithstanding<br> the foregoing, if Vendor clearly identifies, in writing, information that Vendor considers<br> to be confidential or proprietary, Buyer will protect and not disclose such information,<br> except for information: (a) which is already known to Buyer; or (b) which is or becomes generally<br> available to the public through no fault of Buyer; or (c) which is properly obtained from<br> a third party who has the right to make such disclosure; or (d) which is independently developed<br> by Buyer.
7.	EQUIPMENT, BUYER’S PROPERTY. All equipment, tools, material, vehicles and/or other articles<br> required for Vendor’s performance of this Purchase Order shall be furnished by Vendor,<br> maintained in good condition, and replaced when necessary at Vendor’s expense. Title<br> to and a right of immediate possession of any property of any nature whatsoever furnished<br> or paid for by Buyer shall remain in Buyer.
8.	FORCE MAJEURE. Buyer shall have the right to suspend shipments from Vendor hereunder without<br> penalty or liability to Buyer in the event of war, riot, flood, pandemic or other public<br> health emergency, acts of God, fire, court order, strike, work stoppage, act of governmental<br> authority, or other causes beyond Buyer’s control. Buyer shall not be liable to Vendor<br> for its failure to accept delivery of goods purchased hereunder, provided such failure arises<br> from any of such above-mentioned causes.
9.	TERMINATION AND DAMAGES. Buyer may terminate performance of the work under this Purchase Order,<br> in whole or in part, by written notice to Vendor without incurring any liability to Vendor<br> other than as specifically set forth in this Section. Upon receipt of such notice, Vendor<br> shall immediately discontinue all work and the placing of all orders for material, facilities,<br> and supplies pursuant to this Purchase Order.<br>Upon termination by Buyer under this paragraph for reasons other than force majeure (as set forth above), Buyer shall negotiate payment<br>to Vendor based on Vendor’s nonrecoverable, reasonable and actual documented costs and expenses; in no event, however, shallBuyer be obligated to pay Vendor an amount in excess of the aggregate price stated in this Purchase Order, less payments otherwise madeor to be made. Nothing contained in this paragraph shall be construed to limit or affect any remedies which Buyer may have under<br>this Purchase Order or under applicable law. In no event shall Buyer be liable for incidental, consequential, punitive or special damages.<br>Buyer’s liability arising out of or relating to this Purchase Order shall not exceed the reasonable value of goods and services<br>provided for hereunder.
10.	DEFAULT AND CANCELLATION BY BUYER. Buyer may cancel any Purchase Order, without incurring<br> any liability to Vendor, for any failure to comply with the terms of this Purchase Order,<br> including, without limitation, the following reasons as determined by Buyer in its reasonable<br> discretion:
(a)	the<br> failure or inability of Vendor to complete product development activities on a timetable<br> supporting on-time deliveries;
---	---
(b)	the<br> failure or inability of Vendor to meet the quality and other requirements of the Purchase<br> Order and/or the Vendor Agreement;
(c)	the<br> failure or inability of Vendor to timely deliver (i) samples (which meet specifications,<br> testing standards or aesthetic criteria provided) or (ii) raw materials or finished products;
(d)	the<br> failure or inability of Vendor to comply fully with the Buyer’s terms of engagement<br> governing treatment of workers, safety of facilities, conduct of the Vendor and compliance<br> with all applicable laws, rules and regulations;
(e)	if<br> Vendor’s financial condition, based on criteria determined by Buyer, is found to be<br> or becomes unsatisfactory to Buyer during the term of the Purchase Order; or
(f)	the<br> failure or inability of Vendor to comply with any other of the terms of this Purchase Order<br> or of the Vendor Agreement, or any breach by Vendor of any term or condition of this Purchase<br> Order, including, without limitation, the terms relating to shipping point, Country of Origin,<br> delivery, and order quantity.

Upon cancellation Vendor will refund any deposits, down payments or other advance payments to Buyer (except that for goods or services already delivered). After cancellation, Buyer also reserves the right to similarly terminate all other contracts covering purchases by Buyer of Vendor’s products or services whether or not Vendor may otherwise be in default, and no rights shall accrue to Vendor against Buyer on account of such termination. If Vendor fails to perform as specified in this Purchase Order or breaches any of these terms and conditions hereof or in the Vendor Agreement, Buyer also reserves the right, without incurring any liability, to: (a) cancel this Purchase Order in whole or part; (b) obtain the goods or services ordered herein from another source; (c) setoff or reduce all claims for money due or to become due from Buyer to Vendor; or (d) exercise any other right or remedy permitted by applicable law. These rights and remedies are cumulative and in addition to any other remedies provided at law or in equity. Buyer’s failure to insist on performance of any of these terms and conditions herein or to exercise any right or privilege, or Buyer’s waiver of any breach hereunder, shall not thereafter waive any other terms, conditions or privileges, whether of the same or similar type.

11.

CANCELLATION BY VENDOR. Vendor may not cancel a Purchase Order within sixty (60) days of the FOB/FCA date, for an FOB/FCA order, or ninety (90) days of the in warehouse date, for an LDP order. Vendor cancellation within this time period, without the prior written authorization of Buyer, will result in a chargeback to the vendor of 50% of the FOB/FCA/LDP (depending on order terms) value of the order. Buyer may permit Vendor, at its sole discretion and on a case by case basis, to short or over ship an order by five percent 5% of quantity (10% for yarn/fiber dye orders). Any overages not reported will not be paid. In the case of a short shipment (shipping less than the shortage allowance, if such a shortage allowance is provided), Vendor will be charged back 50% of the FOB/FCA/LDP value as stated above. Vendor may cancel unconfirmed Purchase Orders by promptly informing Buyer, in writing, of Vendor’s intent not to confirm the order.

12.

COMPLIANCE WITH LAWS. (i) Vendor agrees to comply full with all applicable laws, ordinances, rules, regulations and orders of all foreign nations (or governmental subdivision thereof) and all applicable domestic (United States of America) federal, state, and local laws, ordinances, rules, regulations and orders pertaining to the production, sale and shipment of the goods or services ordered, and, upon request, Vendor shall furnish Buyer certificates or other evidence of compliance. Further, to the extent applicable, such goods were or will be produced in compliance with all provisions of Executive Order 11246 and Sections 6, 7, 12, and 14 of the Fair Labor Standards Act of 1938, as amended, Dodd-Frank, all rules, regulations and orders thereunder, and any successor provisions thereto. (ii) In addition, Vendor is responsible for ensuring that the goods sold to Buyer comply with California Code of Regulations Title 27, Division 4, Article 6 for consumer product warnings (known as “Prop 65”), including, without limitation, all necessary testing and labeling requirements associated therewith. Unless otherwise agreed in writing, Vendor is required to label any goods that require a Prop 65 warning with a warning, the content of which satisfies the requirements of applicable law and has been placed on the goods (either on the product or the product labeling) in a manner that complies with such applicable law. As to specific goods, Buyer reserves the right to reject goods if such goods require a Prop 65 warning. Buyer will not sign, label or otherwise provide warnings in its stores, or online as an alternative to Vendor’s obligations. When submitting sample goods to Buyer, Vendor must indicate whether the item and its packaging meet the safe harbor limits of Prop 65, whether the item or its packaging require a Prop65 warning label, and whether there is any restriction on Buyer’s ability to sell the goods in California. For any goods purchased by Vendor that are not in compliance with Prop 65, Buyer, in addition to any other rights or remedies which it may have at law or in equity, shall have the right to reject, return or dispose of and recover associated costs at the Vendor’s expense. Further, any such goods may not be replaced with substitute goods, without written authorization from Buyer. (iii) Vendor hereby agrees to indemnify, defend (at Buyer’s option) and hold harmless Buyer, its affiliates and their respective successors, assigns, customers and users of its products from any costs, losses, expenses, damages, claims, suits, fines, penalties or any liability whatsoever, including attorneys’ and other professional fees, resulting from the failure of Vendor to comply, in the furnishing of goods or services under this Purchase Order, with all applicable foreign or domestic federal, state, or local laws, ordinances, rules, regulations or orders as set out herein above.

13.

INDEMNIFICATION. Vendor agrees to indemnify, defend (at Buyer’s option) and hold harmless Buyer, its officers, directors, employees, agents, affiliates and their respective successors, assigns, customers and users of its products against all suits at law or in equity and from all damages, claims, demands and/or liability, including those arising out of, or relating in any way to: (a) the goods sold by Vendor to Buyer, or Vendor’s breach of any of the terms, conditions, requirements, representation or warranties contained in this Purchase Order or the Vendor Agreement, (b) the death of or injury to any person, or damage to any property, alleged to have resulted from the goods or services hereby ordered, (c) any actual or alleged failure by Vendor, or Vendor’s goods, to comply with applicable laws, ordinances, rules, regulations and orders of all foreign nations (or governmental subdivision thereof) and all applicable domestic (United States of America) federal, state, and local laws, ordinances, rules, regulations and orders (including, without limitation, as related to testing, labeling, marketing, content, shipment, or safety of goods); (d) any voluntary or mandatory recalls of goods (either required by law or deemed necessary in the commercially reasonable judgment of Vendor because Vendor has reason to believe the goods are defective, dangerous, incomplete, infringe upon intellectual property rights or are not in compliance with applicable laws, ordinances, rules, regulations or orders), and (e) any claim that the manufacture, importation, marketing, promotion, use, offer for sale, sale or resale of any goods or services supplied under this Purchase Order infringe any patent, copyright, trademark, trade dress, trade name, trade secret or other intellectual property rights. Vendor, when notified shall, at Buyer’s sole option, either defend any action or claim at its own expense, or reimburse Buyer’s expenses, attorneys’ fees, and other costs for defending such action or claim, with Buyer having the right to select and approve counsel to defend the action or claim in both instances. Vendor shall be responsible for all costs, losses, expenses, damages claims, suits, or any liability whatsoever, including attorneys’ fees. The foregoing indemnification shall apply whether the damage, claim or demand, including those for death, injury, or property damage, or relating to an intellectual property claim is caused by the sole or concurrent actions, inaction, or conduct of Vendor. To the extent that Vendor’s employees, or subcontractors enter upon the premises of Buyer, Vendor shall take all necessary precautions to prevent injury or death to any person or damage to property arising out of acts or omissions of such agents, employees or subcontractors, and, except to the extent that any such injury or damage is due solely and directly to Buyer’s gross negligence, shall indemnify, defend (at Buyer’s option) and hold harmless Buyer, its affiliates and their respective officers, employees, and agents, from any and all cost, losses, expenses, damages, claims, suits, or any liability whatsoever, including attorneys’ fees, arising out of any act or omission of Vendor, its agents, employees or subcontractors. If the goods purchased hereunder or any part thereof cannot be imported, promoted, marketed, used, offered for sale, or sold by virtue of any court or administrative order finding them to be infringements, Vendor shall promptly and at its own expense (a) procure for the Buyer the right to continue to import, promote, market, use, offer for sale, and sell the goods purchased hereunder, or (b) replace the goods with noninfringing goods satisfactory to Buyer, or (c) modify such goods in a way satisfactory to Buyer and its counsel so they become noninfringing.

14.

INSURANCE. Vendor shall maintain and require its subcontractors and suppliers to maintain insurance as set forth in the Vendor Agreement.

15.

ASSIGNMENT. This Purchase Order may not be assigned by Vendor without the Buyer’s prior written consent. Vendor may delegate its duty to perform hereunder or subcontract the furnishing of any of the completed or substantially completed goods required by this Purchase Order; provided that any such delegation or subcontracting is only permitted if Buyer provides its prior written consent, and further provided that the delegatee or subcontractor agrees in writing to be bound by all of these terms and conditions contained in this Purchase Order and/or in the Vendor Agreement. Vendor acknowledges that such delegation or subcontracting does not relieve Vendor of its duty to perform its obligations hereunder or from any liability it may have as a result of its, or its delegatee’s or subcontractor’s failure to perform any of the terms or conditions contained herein and Vendor shall be liable for the act or neglect of its delegatees or subcontractors. Any assignment by Vendor of its right to payment under this Purchase Order shall be subject to all claims and defenses of Buyer. This Purchase Order may be assigned at any time and from time to time by the Buyer at its sole discretion.

16.

APPLICABLE LAW. The validity, interpretation, and performance of this Purchase Order will be governed by the laws of the Commonwealth of Pennsylvania (except for conflicts of laws rules), except to the extent that the transaction covered by this Purchase Order involves the international sale of goods, in which case the validity, interpretation and performance of these terms and conditions shall be governed and construed by the provisions hereof in accordance with the United Nations Convention on Contracts for the International Sale of Goods, as amended, and all rules, regulations, orders thereunder, and any successor provisions thereto. Buyer and Vendor agree that the exclusive jurisdiction, forum and venue for any disputes arising or related to the Purchase Order or the Vendor Agreement shall be United States District Court for the Eastern District of Pennsylvania, and Buyer and Vendor submit to the personal jurisdiction of that court. If neither subject matter nor diversity jurisdiction exists in that court, then the exclusive jurisdiction, forum and venue for any such action shall be the courts of the Commonwealth of Pennsylvania located in Philadelphia County.

THEPARTIES HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY OF ANY DISPUTES, CLAIMS OR LITIGATION ARISING OUT OF OR RELATED TO THE PURCHASE ORDEROR THE VENDOR AGREEMENT.

17.

SEVERABILITY. The terms and conditions of this Purchase Order are severable and if any terms and conditions or portions of any terms and conditions herein are stricken or declared illegal, invalid or unenforceable for any reason whatsoever, the legality, validity or enforceability of the remaining terms and conditions shall not be affected thereby.

18.

ENTIRE AGREEMENT. This Purchase Order, together with the Vendor Agreement, constitutes the entire expression of the parties’ agreement with regard to the Goods identified in this Purchase Order. All prior or contemporaneous negotiations and agreements between the parties with regard to the Goods identified in this Purchase Order are expressly superseded by this Purchase Order and the Vendor Agreement.

19.

MISCELLANEOUS. (a) Vendor shall be bound by any representation or undertaking made by any of its agents or employees with respect to the specifications, quality, packaging, price or conditions of delivery of the goods. By accepting this Purchase Order, Vendor ratifies any such representation or undertaking made by any of its agents or employees. (b) This Purchase Order shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. (c) If importation of the goods results in the assessment of a countervailing duty on Buyer as the importer, Vendor shall reimburse such countervailing duty on the Buyer, provided such reimbursement is permitted under applicable laws and regulations. (d) Vendor shall cooperate fully with the Buyer at Vendor’s expense in obtaining approvals of the goods requested by Buyer from certifying organizations. (e) The captions appearing at the beginning of each paragraph of these terms and conditions are for convenience only and are not to be construed as a substantive part of said terms and conditions. (e) The provisions of each of Sections 3, 4, 6, 12, 13, 15, 16, 17, 18, and 19 shall survive any termination, cancellation, execution, delivery, and/or performance of this Purchase Order.

AppendixB

FIVE BELOW, INC.

POLICIES AND PRINCIPLES GOVERNING PRODUCT RECALLS

March 2019

TABLE OF CONTENTS

I. THE DETERMINATION BY FIVE BELOW AS TO WHETHER A RECALL IS<br>NEEDED	17
II. DIFFERENTIATING A RECALL FROM DISCONTINUANCE OF A PRODUCT<br>OR A PRODUCT LINE	18
III. FIVE BELOW’S PREFERENCE FOR VOLUNTARY ACTION AND<br>FOR COLLABORATION WITH RESPONSIBLE MANUFACTURERS AND REGULATORY AGENCIES	19
IV. MANAGEMENT OF THE RECALL PROCESS, AND CRITICAL ACTION ITEMS	20
A. The Formation Of A Recall Task Force And The Designation<br>Of A Recall Coordinator	20
B. The Evaluation Of Reporting Obligations	21
C. Collection And Preservation Of Records And Data	22
1. Purchase Records	22
2. Records On Purchases, Sales, And On Units Removed From Inventory	22
3. Returns By Consumers	22
4. Tracking Of Individual Customers	22
D. Methods For Communicating With The Public About Recalls	22
V. CONCLUSION	23

FIVEBELOW, INC.

POLICIESAND PRINCIPLES GOVERNING PRODUCT RECALLS

March 2019

This memorandum describes the general principles that will be followed by Five Below, Inc. (“Five Below”) in implementing product recalls. As explained below, in conducting recalls and in supporting recalls initiated by its suppliers, Five Below’s primary objective is to prevent harm to consumers. Another critical objective is to ensure that Five Below complies with all applicable legal requirements.

In furtherance of these objectives, this guidance document initially discusses when recalls are necessary. It explains how recalls differ from decisions to halt sales of specific products. This memorandum then provides guidance on the management of the recall process, focusing on (a) the executives involved in managing recalls, and their responsibilities; (b) the process for evaluating and meeting reporting obligations to regulatory agencies such as the Consumer Product Safety Commission (“CPSC”) and the Food and Drug Administration (“FDA”); (c) the procedures to locate and remove from Five Below’s stores and distribution centers any dangerous, defective, or noncompliant products; (d) the methods for communicating recall information to consumers; and (e) the tools available to encourage consumers to return any products found to be dangerous.

I.	The determination by Five Below as to whether a recall is needed

In deciding whether a recall is needed, there are at least two fundamental questions that must be considered. The first question is whether there is credible evidence indicating that a product is defective and/or creates risks of injury, death, or property damage. This question typically will be evaluated by considering many types of data, including injury claims, consumer complaints, data on warranty claims or returns, product testing results, design information, and physical evidence relating to products alleged to be defective or dangerous, along with any other information provided by regulatory authorities. As explained below, Five Below’s Recall Coordinator or its Recall Task Force will evaluate all pertinent information on a rolling basis and may, if necessary, arrange for inspection or testing of products under review.

Certainly, a recall may be necessary if a product is found to have a defect and if the defect creates significant dangers or risks for consumers. Separately, however, a recall may be necessary if a product is found to be non-compliant. For example, the CPSC has adopted labeling, testing, and flammability requirements for children’s sleepwear. (See 16 C.F.R. §§ 1615.1-1615.5 (Sizes 0- 6X) and 1161.1-1616.6 (Sizes 7-14).) If Five Below learns that it is selling or has sold children’s sleepwear that does not satisfy these CPSC requirements, it will initiate, or have its supplier initiate, a recall. Similarly, if a chocolate bar sold by Five Below is returned by customers, is tested or inspected, and is found to contain peanuts, and if there is no reference to peanuts on the packaging or label, this chocolate bar would likely be viewed as misbranded by FDA, due to the presence of undeclared allergens. Accordingly, Five Below would have to initiate, or ask its supplier to initiate, a recall on this product.

If a recall is necessary, the second question is whether the recall should be initiated by Five Below itself or by the supplier that sold the merchandise to Five Below. Five Below operates solely as a retailer. Irrespective of whether its products are sold as Five Below-branded items or under other brands, all products distributed or sold by Five Below are produced by independent manufacturers. If a product is defective, noncompliant, or dangerous, Five Below’s supplier or the manufacturer generally is the entity responsible for the product’s flaws. For that reason, and in the interest of protecting its public image, Five Below’s strong preference is to have the responsible supplier or manufacturer conduct any necessary recall with appropriate cooperation or support from Five Below.

If Five Below obtains credible information that a product is unsafe or non-compliant, Five Below will promptly contact the manufacturer or supplier and share the information in question. Where appropriate, Five Below simultaneously will evaluate and attempt to meet its own reporting obligations vis-à-vis the CPSC, FDA, or other regulatory agencies and will urge the supplier or manufacturer to conduct any necessary recall.

From time to time, without any prodding or involvement by Five Below, one of the company’s suppliers or manufacturers may independently determine that a recall is required. Five Below generally will request that the supplier or manufacturer provide information on the scope of the recall, on factors driving the recall, and on the programs in place for covering the costs incurred by retailers and consumers. As a matter of corporate policy, however, Five Below will not second- guess the need for a recall being initiated by one of its manufacturers or suppliers. If any of Five Below’s manufacturers or suppliers determines that a product is unsafe or non-compliant and must be recalled, Five Below’s policy is to cooperate fully with that manufacturer or supplier.

Five Below recognizes, however, that there may be instances in which its supplier or manufacturer is unwilling or unable to conduct a recall. In that situation, or whenever it is otherwise necessary, Five Below may be forced to take on this responsibility itself.

II.	Differentiating a recall from discontinuance of a product or a product line

For planning purposes, it is necessary to differentiate product eliminations from product recalls. There may be situations where a product or stock-keeping unit (“SKU”) does not live up to expectations and elicits consumer complaints or returns, but poses no safety or non-compliance issue. For example, consumers might complain about the durability of a toy or a shirt, but there might be no questions about the safety of the product. If enough complaints or returns surface, the company generally will evaluate the SKU and may decide to discontinue sales. We refer to this as discontinuance or elimination of a product, not as a recall.

By contrast, a recall involves a situation in which a product is either noncompliant with a regulatory standard or is found to be dangerous. In a recall, Five Below will immediately halt sales, will quickly remove the product from its stores and distribution centers, and will encourage consumers to return the merchandise in question. As an inducement for such returns, consumers will typically be offered a full refund or credit, or will be offered a replacement product that does not have the defect or dangerous element. As a further inducement, Five Below will publicly disclose the known risks associated with the product and, where appropriate, will publicly disclose the harm that may result from continued use of the product.

In any product discontinuance or recall, Five Below will promptly instruct all stores and distribution centers to locate and quarantine the affected merchandise. Five Below will also provide instructions on whether the merchandise should be destroyed or should be preserved for inspection. All store personnel will be instructed to end sales of this merchandise. Company personnel also may be asked to keep a running count on the number of items that have been pulled from inventory. This data will be reported back to Five Below’s Recall Coordinator or to another designated executive overseeing the corrective action being taken.

III.	Five Below’s preference for voluntary action and for collaboration with responsible manufacturers and regulatory agencies

In planning and implementing product recalls, Five Below strongly prefers to collaborate with responsible manufacturers and distributors and to confer with any regulatory agencies that have authority over the product in question. Likewise, whenever recalls are necessary, whether by a manufacturer or distributor that has supplied products to Five Below or by Five Below itself, Five Below generally prefers to have the recall undertaken on a voluntary basis, without the need for regulatory compulsion.

Five Below’s preference for a collaborative, voluntary approach with regulatory agencies such as the CPSC and FDA stems from several factors. To start with, Five Below recognizes that these agencies have substantial expertise in assessing product hazards and in developing appropriate recall plans. Additionally, regulatory authorities may have access to information on product hazards that is not readily available to Five Below. This information may reach these regulatory agencies through reports filed by manufacturers, consumers, or State public health agencies. Furthermore, many products carried by Five Below are sold by other retailers as well, and regulatory authorities may have knowledge of recent experiences involving these retailers or their customers.

Collaboration with regulatory agencies also may be advisable from a legal standpoint. While each recall needs to be examined individually, Five Below has a long-term interest in maintaining strong relationships with regulatory authorities. Moreover, a forced recall by the CPSC or by any other agency often increases the risks associated with third-party litigation by injured persons or by consumers who have suffered property damage.

As explained above, in conducting or participating in recalls, Five Below also prefers to work closely with the manufacturers and independent distributors that supply merchandise to Five Below. In conducting or facilitating recalls, Five Below must take into account its role in the market. Specifically, Five Below is a retailer that operates bricks and mortar stores and separately sells merchandise online. While a portion of the merchandise carried by Five Below is branded as Five Below merchandise, the company does not own or operate any manufacturing facilities. Consequently, all merchandise carried by Five Below is manufactured by third parties. Often, if a product is mislabeled or is defective or is unexpectedly linked to accidents or injuries, Five Below’s supplier will be the entity responsible for creating the defect or hazard. Thus, if possible, when product hazards are identified, Five Below will work closely with the responsible manufacturer or distributor. Where appropriate, Five Below will encourage the manufacturer to interface with responsible regulatory agencies and to conduct any necessary recalls. Five Below recognizes, however, that, depending upon the circumstances, it may have its own reporting obligations. Five Below also recognizes that if a recall is necessary and if the responsible manufacturer or distributor fails to initiate a required recall, Five Below may have no choice but to take action itself.

Conversely, as a matter of corporate policy, if any supplier to Five Below initiates a recall, Five Below will cooperate fully with that supplier. As part of this cooperation, Five Below will promptly remove the affected merchandise from its stores and distribution centers. Where appropriate, Five Below also will publicize the recall online and in stores, and will process returns or exchanges by consumers. Five Below will of course seek reimbursement from the responsible manufacturer or distributor for direct costs incurred in supporting or implementing such recalls.

While Five Below generally prefers to collaborate with its suppliers and with regulatory authorities, each recall needs to be evaluated, planned, and conducted individually. With particular merchandise, the facts relating to product risks, defects, and potential exposure will vary considerably. These individual factors and any related legal obligations imposed on Five Below will need to be carefully considered in deciding whether a recall is needed and in planning any corrective action. In addition, final decisions relating to product hazards should always be made in consultation with Five Below’s Legal Department. In almost any recall, the company will need to evaluate its compliance obligations vis-à-vis the CPSC or other regulatory agencies, and the company may need to develop a strategy that minimizes risks stemming from third-party claims.

IV.	Management of the recall process, and critical action items

The recall process is complex, and recalls may be necessitated or triggered on an emergency basis. In this memorandum, Five Below describes the basic procedures that will be used to manage the recall process. These procedures can be modified or tailored for particular recalls, but should at least provide a starting point for the management team tasked with overseeing or implementing particular recalls.

A.	The Formation Of A Recall Task Force And The Designation Of A Recall Coordinator

For each recall, Five Below will designate a Recall Coordinator and a Recall Task Force. Unless otherwise specified, the company’s General Counsel will have full authority to make these appointments. Presumptively, the Recall Coordinator will serve on the Task Force, along with a Five Below attorney designated by the company’s General Counsel.

The Task Force will have broad authority to design and oversee the recall. This group will be empowered to manage communications with the public and with regulatory authorities. Additionally, the Task Force will coordinate with the responsible buyer within Five Below and will decide on how the recall will be implemented. In many instances, consumers will be encouraged to return the affected merchandise and will be offered replacement merchandise or a refund or a credit. In most instances, systems will have to be established for keeping lists of the names of consumers who have returned the merchandise and the dates of such returns. Likewise, systems for tracking claims, consumer complaints, and any other alleged injuries should be established.

As the recall progresses, the Task Force will brief Five Below’s Chief Executive Officer, Chief Financial Officer, and General Counsel periodically on the progression of the recall and on information obtained about the safety of particular products and the reliability of particular suppliers. If needed, efforts will be made to suggest improvements to product screening procedures going forward.

Under the guidance of the Task Force, the Recall Coordinator will take the lead in collecting and tracking data on the products in question and on any complaints or allegations relating to deaths, injuries, accidents, or property damage. The Recall Coordinator will collect and preserve quality control records, engineering analyses, test results, and any other pertinent data. Together with the General Counsel or one of the Company’s other attorneys, the Recall Coordinator will ensure that the Company’s insurance companies and suppliers receive appropriate notifications. Additionally, the Legal Department will draft any required submissions to regulatory agencies such as the CPSC. All such submissions shall be subject to review and approval by the Task Force.

B.	The Evaluation Of Reporting Obligations

During or prior to the initiation of a recall, it is likely that questions may arise as to whether Five Below has any reporting obligations vis-à-vis the CPSC or other regulatory agencies. For example, as a retailer, if Five Below receives credible information that one of its products has a defect that has caused, or has the potential to cause, significant injuries or deaths, the company may have reporting obligations under Section 15 of the Consumer Product Safety Act.

Under the guidance of the Recall Task Force, the Recall Coordinator will evaluate such reporting obligations. Before making any final decision on the filing of such reports, however, the Recall Coordinator will seek guidance from the Legal Department on the appropriate course of action and on the content of any written submissions.

There may be products, such as food items, that are not within the CPSC’s jurisdiction. Reporting obligations on such products should be examined in the same manner as specified above. Additionally, even if Five Below does not have a mandatory reporting obligation vis-à-vis the FDA, CPSC, or any other agency, the Recall Coordinator or the Task Force should assess whether voluntary consultation with regulatory authorities is advisable. In some circumstances, a voluntary disclosure to regulatory authorities may be appropriate. Again, however, any final decision on such disclosures should be made in consultation with Five Below’s Legal Department.

C.	Collection And Preservation Of Records And Data

The Recall Coordinator will be tasked with collecting and maintaining records and data relating to any recall. The collection of substantial data is often necessary in order to determine whether a product is defective and whether the recall should be limited to particular batches or production runs. Information also must be collected, as needed, in order to provide progress reports to any regulatory authorities overseeing the recall.

Depending upon the circumstances, the Recall Coordinator should try to collect and maintain the following:

1.	Purchase Records

Five Below should collect purchase orders, supplier agreements, and records showing the volume and timing of its purchases of the product in question. If the manufacturer or distributor has supplied testing data, quality control records, or inspection reports, those documents should be collected and preserved.

2.	Records On Purchases, Sales, And On Units Removed From Inventory

For products subject to recalls, Five Below should preserve records indicating the number of units purchased and the number of units sold to consumers. Likewise, as these products are removed from Five Below’s stores and distribution centers, records should be kept on the number of units that are retrieved or isolated and on the disposition of those items. (Store personnel should be instructed never to sell items that are being recalled.)

3.	Returns By Consumers

To the extent that consumers return affected merchandise for exchanges, credits, or refunds, Five Below should track the volume of such returns. In many instances, the company also should track the disposition or disposal of the returned units.

4.	Tracking Of Individual Customers

To the extent that Five Below has data or documents that could be used to identify the buyers of affected merchandise, such records should be preserved. In some instances, if customer names are available, the company may wish to open communications with such consumers for the purpose of encouraging returns or exchanges.

D.	Methods For Communicating With The Public About Recalls

As part of every recall, Five Below will develop a public communications plan. If the recall is undertaken in coordination with the CPSC or another regulatory agency, the communications plan may be developed and implemented jointly. Irrespective of the level of coordination with regulatory authorities, however, the communications plan must be carefully designed and must provide information in an understandable form that will encourage consumers to return the product in question. Typically, Five Below’s communications will identify the product with specificity, will describe any product defect or hazard, and will describe the corrective action being taken by the company.

The CPSC and other regulatory agencies have identified many methods for reaching consumers. The CPSC encourages companies conducting recalls to issue joint press releases with the CPSC. This approach is especially appropriate if the recall is being implemented in consultation with the CPSC and under the CPSC’s rules.

In addition to press releases, many other communications tools are available and should be considered. Certainly, recall posters in stores are often useful and should be considered. Likewise, information relating to recalls should be published on Five Below’s website. In particular recalls, the company may also consider release of a video news release (“VNR”). Such VNRs increase the likelihood of television coverage. In addition, in reaching consumers, Five Below may be able to use social media platforms such as Facebook, YouTube, and Twitter. To facilitate interaction with consumers, the CPSC also recommends the use of a toll-free telephone number, a dedicated email address, and a website URL. All of these tools are potentially effective and should be considered in designing the communications plan for a particular recall.

Furthermore, if Five Below is able to identify consumers known to have purchased the product in question, the company should contact these consumers. Telephone calls, regular email, and text messages could potentially be used for this purpose.

V.	CONCLUSION

Each recall by Five Below will need to be carefully planned and implemented. This memorandum is intended to guide this decision-making process.

The approach taken on a particular product will depend in part on the level of risk associated with use of that product. As a starting point, whenever a product is found to be dangerous or non-compliant, the company will need to evaluate its reporting obligations. Then, if a recall is necessary, Five Below will have to immediately halt sales of the product, promptly remove the product from inventory, and actively encourage consumers to return the affected merchandise.

In most instances, if products are found to be dangerous or non-compliant, Five Below will work closely with its suppliers and manufacturers to develop a corrective action plan. If suppliers or manufacturers are responsible for the product defect or for any non-compliance, Five Below will encourage those firms to take the lead on any necessary recall. Five Below, however, will actively support their recalls and will conduct its own recall if necessary.

Lastly, in most recalls, even in voluntary recalls, Five Below will at least consult with regulatory authorities and may elect to conduct a recall under regulatory oversight. The company’s main objectives are to prevent harm to consumers and to meet all legal requirements. In pursuing these objectives, Five Below prefers to work on a collaborative basis with the responsible regulatory agencies whenever possible.

Appendix C

States in which Five Below currently operates

●	Alabama
●	Arizona
●	Arkansas
●	California
●	Connecticut
●	Delaware
●	Florida
●	Georgia
●	Illinois
●	Indiana
●	Iowa
●	Kansas
●	Kentucky
●	Louisiana
●	Maine
●	Maryland
●	Massachusetts
●	Michigan
●	Minnesota
●	Missippi
●	Missouri
●	Nebraska
●	New<br> Hampshire
●	New<br> Jersey
●	New<br> York
●	North<br> Carolina
●	Ohio
●	Oklahoma
●	Pennsylvania
●	Rhode<br> Island
●	South<br> Carolina
●	Tennessee
●	Texas
●	Virginia
●	Washington<br> DC
●	West<br> Virginia
●	Wisconsin

Contents

A.	Social Compliance Policy	28
B.	Factory Audits—Import Vendors	31
C.	Supply Chain Security Guidelines for Vendors, Suppliers, and Service Providers	32
	Overview	32
	Onboarding New Vendors for Supply Chain Safety and CTPAT:	33
	Five Below and SCAN	34
	Five Below Document Requirements at Time of Shipment	34
	Carton and Item Markings and Labeling	34
	Customs Country of Origin Requirements	34
D.	CTPAT Minimum Security Criteria	34
	Corporate Security	34
	Security Vision and Responsibility	34
	Risk Assessment	34
	Business Partners	34
	Cybersecurity	34
	Transportation Security	35
	Conveyance and Instruments of International Traffic (ITT) Security	35
	Container Inspection	35
	Container Sales	36
	Procedural Security	37
	Agricultural Security	38
	People & Physical Security	38
	Physical Security	38
	Physical Access Controls	38
	Education, Training, and Awareness	39
E.	Compliance with Applicable Laws	40
	Consumer Product Safety Improvement Act (CPSIA)	40
	Restricted Chemicals	40
	Packaging	40
	PFAS	40
	Flame Retardants	40
	Juvenile Products	40
	California Proposition 65	40

	Toxic Substances Control Act (TSCA) – Title VI for Composite Wood Products	41
	Volatile Organic Compounds (VOCs)	41
	Extended Producer Responsibility (EPR)	41
	Product Specific Requirements	41
	Product and Package Labeling	48
	Fair Packaging and Labeling Act & Uniform Packaging and Labeling Act (FPLA)	48
	FTC Textile and Care Labeling Rules	48
	Wool Rules	49
	Imitation Leather and Fur	49
	Uniform Law Label for Stuffed Articles	49
	Children’s Products	50
	Food	50
	Cosmetics	50
	Product Claims	50
	Private Brand Packaging Review and Approval	50
	Safety Data Sheet (SDS)	51
F.	Chemical Management Policy for Private Label Products	52
G.	Testing Process	54
	General Testing Guidelines	54
	Testing Guidelines	54
	Products with the Five Below Name and/or Brands, including 1616 Holdings	55
	Vendor-Branded Goods for which Five Below is Importer of Record	55
	Submitting Items to Five Below’s Designated Third Party Lab for Testing	56
	Lab Testing Process—Riskonnect ESG (formerly ICIX)	57
	Five Below Test Review Timelines	57
H.	Shipment Inspection	58
I.	Appendix A – Five Below’s Designated 3rd Party Audit, Inspection, and Lab Contacts	59
	Five Below Designated Labs & Audit Firms - China	59
	Five Below Designated Labs & Audit Firms - India	60
	Five Below Designated Labs & Audit Firms – Vietnam	61
	Five Below Designated Labs & Audit Firms – United States	62
	Five Below Designated Labs & Audit Firms – Bangladesh	62
	Five Below Designated Labs & Audit Firms<br> – Cambodia	63
	Appendix B – Restricted Substances List<br> for Private Label Products	63

A. Social Compliance Policy

Five Below strives to be an example of good human rights and labor practices throughout our business activities. As we do not own our manufacturing facilities, we take care in the selection of our vendors, and our process intends to screen out any that do not share our values. Our vendors must provide their workers with a safe work environment, conduct business in compliance will all Appliable laws (including applicable environmental, labor and employment laws), and refrains from corrupt practices and engaging in human rights violations. Five Below’s standards are based on the International Labor Organization’s (ILO) Declaration on Fundamental Principles and Rights at Work and other internationally recognized standards. All vendors, suppliers, manufacturers, authorized subcontractors, and their agencies within their supply chain are required to comply with the below:

Compliance with the Law.

Vendors must comply with all applicable laws and regulations of the United States, and the countries in which the vendors do business.

This includes but is not limited to all Applicable Laws regarding eradication of forced, indentured, involuntary or compulsory labor in its facilities. Five Below requires vendors’ suppliers, including labor brokers and agencies, to do the same.

Vendor must allow Five Below, and its agents, access to every facility to conduct scheduled and unscheduled inspections for the purpose of ensuring compliance with our social compliance requirements. It will grant Five Below and its Preferred Compliance Auditor the right to review all employee-related books and records maintained by the Vendor and to interview workers. Inspection/audit costs will be paid by the vendor.

No Forced Labor

Five Below condemns forced labor, prison labor, indentured labor, bonded labor and any other form of involuntary work at any point of the supply chain. All workers have the right to engage in work willingly, with freedom of movement and the ability to terminate their employment at any time. Employers are prohibited from retaining identification documents, requiring payment of fees, withholding wages or imposing debt bondage.

Vendor must ensure that their supply chain and materials incorporated into their products (including Goods supplied to Five Below) comply with all Applicable Laws (including international laws) prohibiting slavery and human trafficking.

Vendor has and will continue to maintain records that are sufficiently detailed to substantiate that all Goods it supplies to Five Below are produced in compliance with the anti-slavery and human trafficking laws of the country or countries where they are produced and will produce such records to Five Below or its auditors upon request.

No Child Labor

Vendor must have an established procedure for age verification as part of their onboarding process. All workers must be at least the local minimum legal working age or 15 years of age, whichever is older.

Minimum Wages, Hours, Benefits

All workers must be paid at least the minimum wage and benefits as required by any Applicable Laws and regulations; as well as compensated for overtime at the rate enforced by Appliable Laws and regulations.

Freedom of Association and Collective Bargaining

Vendors must respect the rights of all workers to lawfully associate or not associate with groups of their choosing, so long as the groups are permitted by law. Vendors shall not unlawfully prevent or interfere with employee associations and related activities.

No Discrimination

All hiring decisions must be based on the worker’s ability to perform the work required by the job. Vendor must follow all Applicable Laws and regulations and must prohibit discrimination or harassment due to an employee’s sex, race, color, religion, origin, age, disability, marital status, gender identity, gender expression, or sexual orientation. Vendors must maintain a workplace that is free from harassment or discrimination.

No Harassment and Abuse

Five Below does not tolerate any forms of abuse including but not limited to physical, sexual, psychological or verbal abuse. Workers must be treated with respect and dignity. Vendors must maintain a working environment free from abuse or harassment.

Health and Safety

Workers shall have access to acceptable working conditions, and, if applicable, acceptable living conditions. Vendor shall provide its workers with access to clean bathrooms, potable water, sanitary food storage areas, and sanitary dining areas. If Vendors provide dormitories or other housing for workers, these facilities must be sanitary, safe, and allow the housed employees to enter or exit freely.

Unauthorized Subcontracting

Subcontracting production or labor without prior written consent of Five Below is strictly prohibited. Use of any sub-contracted factories must be communicated to and approved by Five Below, in advance, of outsourcing production of Goods.

Vendors are responsible for ensuring that Five Below approved subcontractors are in compliance with Five Below’s Social Compliance policies and will provide Five Below with proof of compliance upon request. Subcontracted facilities are also subject to announced and unannounced Quality (SQP) and Social Compliance audits by Five Below and its agents.

Environmental

Vendor’s factories must be compliant with local regulations and have modernized their environmental

controls.

Zero Tolerance Policy for Critical Violations

Five Below has zero tolerance for critical violations to the social compliance policy. These critical violations include child labor, forced or bonded labor, human trafficking, attempted bribery, or health and safety violations that result in immediate loss of life or serious injury. Five Below will cease conducting business with any vendor who has a critical violation and will require them to fix the issue immediately.

California Transparency in Supply Chains Act

Five Below is committed to upholding ethical sourcing practices globally, to protect the lives, freedom, and well-being of all individuals who take part in manufacturing Five Below products. Five Below supports the goals of the California Transparency in Supply Chains Act of 2010. Below are the steps Five Below is taking to prevent human trafficking and modern-day slavery in its supply chain.

●	Five Below has a zero-tolerance policy for unethical sourcing practices by Vendors, including a prohibition against use of forced<br>and bonded labor. All work for Five Below must be completed on a voluntary and legal basis. This means that Vendor employees must be free<br>to move and/or resign from their role, be free to leave at the end of their shift or under extenuating circumstances, and Vendors must not<br>engage in illegal practices that restrict their employees’ freedom of movement.
●	Compliance with our vendor requirements is a pre-condition to start and maintain a business relationship with Five Below. All<br>manufacturing partners are required to uphold Five Below vendor requirements.
---	---
●	Five Below reserves the right to conduct announced and unannounced audits, as well as follow- up visits and verification of Vendor<br>facilities. Visits and audits are an opportunity for Five Below to strengthen its relationship with its Vendors, enhance transparency<br>and work together on preventive actions. During an audit and any follow up visit, auditors meet with management, tour the site and interview<br>employees.
---	---
●	Five Below vendor requirements apply to every vendor partnership that Five Below forms. Five Below has a zero-tolerance policy toward<br>unapproved subcontractors, facilities and homework, and Vendors who are not open, transparent and cooperative; this allows Five Below<br>to know who is producing goods and how such product is being produced. All of Five Below’s Vendors must abide by the laws of the<br>country in which they are doing business.
---	---
●	If forced or bonded labor are found during a facility audit, Five Below will cease conducting business with the Vendor and require<br>that they correct the problem immediately. If one of Five Below’s Vendors were found to be complicit in any form of forced or bonded<br>labor, Five Below would require the Vendor address and correct the problem immediately and would launch an investigation. Five Below’s approach to manufacturing<br>is to establish and maintain long-term partners that share its values, and where applicable, help develop preventive action plans to address<br>and correct issues that arise. In extreme cases of systemic non-compliance or violation of its zero tolerance policies, Five Below reserves<br>the right to terminate the business partnership with a Vendor.
---	---

B. Factory Audits—Import Vendors

New Vendors or New Factories

As Five Below does not own our manufacturing facilities, we take care in the selection of our vendors, and we partner only with those who share our values. We have an obligation to evaluate and assess each factory that manufactures goods using Five Below’s name and/or brands including 1616 Holdings, as well as national brands for which we are Importer of Record.

Each import vendor must disclose the name and address of all factories that they utilize or plan to utilize for the production Goods sold to Five Below. Trading companies will not be accepted in place of manufacturer information. For preliminary approval, all new factories must successfully complete the factory approval process by supplying the below documentation along with supporting evidence to ensure corrective action has taken place:

●	Social Compliance Questionnaire
●	Social Compliance Audit
---	---
●	Quality Assurance Audit
---	---
●	Customs Trade Partnership Against Terrorism (C-TPAT) self-assessment or SCAN audit
---	---

All audits must be less than 12 months old from date of the new factory request and conducted by an accredited third-party auditing firm.

Please view the BizLibrary for more guidance on social and quality audit criteria.

Factories with an unacceptable initial audit will not be accepted and will not be authorized for Five Below production. Vendors must provide, for each new import item, the factory from which the product will be sourced. Vendors will not be able to set up import SKUs until the factory has been approved.

Factories must be approved in advance of new import item set up. Not supplying factories in advance will delay new item set up until Five Below reviews and approves audit information. Five Below will require a three-way match of factory information between the SKU offer, PO, and booking in order to book the container.

Current Vendors

Vendors currently supplying goods to Five Below are expected to maintain compliant audits to ensure on-going compliance with Five Below’s Social Compliance, Quality and CTPAT policies. Vendors will be required to supply updated audits on an annual basis or in a cadence that is defined by the compliance team.

Audit Scheduling

If the factory does not have a valid audit on file, it must arrange to have one conducted by an accredited third-party auditing firm. Social compliance audits must be conducted by an APSCA member firm. Vendors who need assistance arranging an audit should utilize the below information as guidance:

The vendor is responsible for total audit costs and travel expenses when applicable. audit costs vary depending on the number of workers: please contact auditing firm for more information. Vendor must allocate adequate time for scheduling and timely completion of required audits.

Below is a matrix of designated audit firms by country. See appendix “A” for audit firm contact

information.

Audit Type	China	India	Vietnam	USA	Cambodia
Social Compliance Audit	Intertek	Intertek	Intertek	Intertek	Intertek
	LRQA	LRQA	LRQA		LRQA
Quality Audit	Intertek	Intertek	Intertek	Intertek	Intertek
	TQS	Bureau Veritas

C. Supply Chain Security Guidelines for Vendors, Suppliers, and Service Providers

Overview

In the interests of securing 1616 Holdings, Inc (Five Below, Inc.), its shipments and its international supply chain, the company has initiated the implementation of supply chain security guidelines in line with the latest U.S. Customs and Border Protection CTPAT (Customs Trade Partnership Against Terrorism) requirements.

The Customs Trade Partnership Against Terrorism (CTPAT) program is a voluntary supply chain security program led by U.S. Customs and Border Protection (CBP) and focused on improving the security of private companies' supply chains with respect to terrorism, smuggling and any other illicit activity.

As a Certified member, Five Below is required to ensure that its business partners adopt security minded strategies and procedures that meet the CTPAT requirements. This applies to existing suppliers, as well as vendors interested in becoming a business partner and part of the Five Below supply chain.

Certified importers that outsource elements of their supply chain, such as foreign facilities, conveyances and domestic warehouses are required to assess and monitor their business partners' security protocols according to U.S. Customs CTPAT criteria. CBP enhanced their MSC (Minimum Security Criteria) in January of 2020. This is a significantly enhanced security profile, with specific ‘must’ and ‘should’ Security questions in the areas of: Upper Management, Risk Assessment, Business Partners, Procedural, Conveyance & International Instruments of Trade (ITT), Agricultural, Physical, Access Controls, Personnel, Training, and Cybersecurity. The expectation is that our Foreign Business partners are maintaining proven and verifiable processes that meet these criteria. These questions are listed below for your reference. All question pertaining to Customs Trade compliance and CTPAT should be sent to: CustomsTrade@fivebelow.com

Onboarding New Vendors for Supply Chain Safety and CTPAT:

Terms for understanding:

BSI- Risk Management and Audit software. User creates login and password, completes a Self- Assessment Questionnaire for Supply Chain Security

OMS – the Order Management System booking portal that direct import factories utilize when booking a shipment for an Import Purchase Order. Our Consolidator is M+R and our Customs Broker is Samuel Shapiro.

Riskonnect (formerly ICIX) – Software where vendors submit product test reports and shipment inspections.

Five Below has partnered with BSI Supply Chain Solutions to manage business partner validation and CTPAT compliance via the SCM (Supplier Compliance Management) module. Prior to the vendor receiving a Five Below purchase order:

●	New prospective Vendor provides factory name(s), address and<br>contact information at time of set-up request through the New Vendor Setup Process with Five Below Merchandise Operations
●	Five Below Customs Trade will generate a ‘welcome’ email in the BSI portal, for each<br> Factory contact provided, which will provide a link to the SCM<br>portal
---	---
●	Each Factory will create a login and password from the link, provided in the email, using Google Chrome or Internet Explorer 10 or<br>higher
---	---
●	Factory Name will be screened for Denied Party, and
---	---
●	Each Factory will take the MSC (Minimum Security Criteria) Self-Assessment in the BSI portal, unless they are already members of SCAN<br>or are part of an approved AEO program
---	---
●	Customs Trade will evaluate the resulting score of the Self-Assessment or valid audit
---	---
●	If the score does not meet the minimum threshold, a Corrective Action Plan, a Supply Chain Security Factory Audit, or both, will be<br>issued
---	---

What you need to know:

●	Five Below will use BSI to issue Self-Assessment Questionnaires for Supply Chain Security to our Business Partners
●	Five Below will issue Supply Chain Security factory audits through SCAN (Supplier Compliance Audit Network, highly recognized in the<br>market), once the Self Assessments have been compiled and scored. Users will receive an email welcoming them to the Supply Chain Risk<br>Solutions web portal, which includes a link to create an account
---	---
●	All BSI communication will come from fivebelow@scrisksolutions.com
---	---
○	If you are not the appropriate point of contact reply to the email with the updated name and email
---	---
○	The link is associated with your email and cannot be forwarded to another user
---	---
○	BSI is compatible with Google Chrome or Internet Explorer 10. Using other browsers may cause problems accessing BSI
---	---
●	You will receive a Supply Chain Security questionnaire.
---	---

●	SCAN, factory audits will be issued for Supply Chain Security audits only
●	Five Below is sensitive to the number of security audits factories complete during the year, and has signed with SCAN to reduce overall<br>security audit fatigue and to drive operational efficiency without compromising security compliance excellence
---	---

Five Below and SCAN

Five Below is a member of SCAN (Suppler Compliance Audit Network). SCAN is an association of companies with global supply chains who collectively develop and manage supply chain security audits standards to reduce the audit fatigue and redundancy by way of confidential risk management platform.

As part of our ongoing Supply Chain Security audit program, factories will periodically need to audit their factories for Supply Chain Security. If the factory is an active SCAN member, we will incorporate the audit timeframe and utilize the SCAN audit. If the factory has an existing audit, Customs Trade will accept the report provided it is less than two years old.

Five Below Document Requirements at Time of Shipment

●	Commercial Invoice
●	Packing List
---	---
●	General Certificate of Conformity (GCC)
---	---
●	CTPAT 7-Point Inspection Certificate
---	---
●	Certificate of Origin
---	---

Depending upon the type of item:

●	LACEY
●	CITES
---	---
●	TSCA
---	---
●	IPR
---	---

Carton and Item Markings and Labeling

Manufacturers must place permanent distinguishing marks (tracking labels) on any consumer product primarily intended for children 12 years and younger, made on or after August 14, 2009. The marks must appear on the product itself, and its packaging, to the extent practicable.

Customs Country of Origin Requirements

The purpose of Country of Origin markings:

Section 304 of the Tariff Act of 1930 as amended (19 U.S.C.1304) requires most imports to bear labels informing the ultimate purchaser of their country of origin.

The country of origin marking on an item has an impact on consumers’ quality perceptions, affects the product’s admissibility, the rate of duty applied at time of import, its entitlement to special duty or trade preference programs, antidumping and government procurement.

Required marking characteristics:

1. Must be indicated in English and spelled out in full text. No abbreviation or short form version will be accepted.

2. Acceptable in the form of stickers, labels, tag, paint, or etching. The marking must be applied to a surface that ensures that the marking is conspicuous, legible and sufficiently permanent.

D. CTPAT Minimum Security Criteria

Corporate Security

Security Vision and Responsibility

●	Business partners should have a signed statement of support from a senior company official that is displayed throughout the company
●	The Business partner should form a cross-functional team from various disciplines within the organization to participate in the supply<br>chain security process
---	---
●	There must be an internal audit process in place to ensure that the supply chain security policies and procedures are being adhered<br>to
---	---
●	The Business partner must designate a supply chain security point of contact
---	---

Risk Assessment

●	An overall risk assessment must be conducted to identify and mitigate security vulnerabilities
●	Risk assessments must be reviewed at minimum on an annual basis
---	---
●	There should be a Crisis Management Plan in place, including business continuity, security recovery plans and business resumption
---	---

Business Partners

●	A written risk-based process must be in place for screening new business partners and monitoring existing partners. Financial soundness<br>must be checked to ensure there is no involvement in money laundering or the funding of terrorist organizations
●	There must be written screening processes that include indicators to identify shipments or customers that might not be legitimate
---	---
●	Certification statuses of business partners, in a sponsored supply chain security program (such as AEO), must be monitored
---	---
●	A method must be in place to ensure that business partners have security measures in place that meet or exceed the minimum security<br>criteria
---	---
●	Self-assessment questionnaires should be updated periodically
---	---

Cybersecurity

●	Written cybersecurity policies and procedures must be in place.
●	Security software and firewalls must be in place to protect IT systems, including provisions for data breaches and unforeseen events<br>that can lead to data loss
---	---
●	The facility must regularly test the security of the IT system infrastructure
---	---
●	There must be a documented system in place to identify unauthorized access of IT systems, abuse of IT systems or tampering/altering<br>of business data by employees or contractors.
---	---
●	Cybersecurity policies and procedures must be reviewed and updated annually or more frequently as risk or circumstances dictate
---	---
●	Access to IT systems must be restricted by job function and responsibilities
---	---
●	Individually assigned user accounts must be issued to all employees who access any IT related systems or programs
---	---

Transportation Security

Conveyance and Instruments of International Traffic (ITT) Security

●	Conveyances and instruments of International Traffic (ITT) must be stored, at all times, in a secure area to prevent unauthorized<br>access
●	Security and agricultural inspections must be conducted on all shipping conveyances prior to loading
---	---

Container Inspection

All factory-loaded containers selected to transport Five Below cargo must be inspected according to the standards outlined by Five Below and by U.S. Customs and Border Protection (CBP).

The container inspection must be conducted prior to loading cargo for Five Below, and documented using an inspection checklist, including all locking mechanisms are in good working order and will detect any signs of tampering, conducted in a controlled area. Each form must be uploaded to the booking portal at time of shipment and accompany the commercial documents.

●	Front wall
●	Left side
---	---
●	Right side
---	---
●	Floor
---	---
●	Ceiling/Roof
---	---
●	Inside/outside doors
---	---
●	Outside/Undercarriage
---	---
●	If pest contamination is discovered during inspection, washing/vacuuming must occur to remove such contamination
---	---
●	Managers should conduct re-inspection based on risk to ensure effectiveness
---	---

Container Sales

Seal Controls

●	Management of seal controls must be restricted to authorized<br>personnel
●	Seals must be securely stored in a secure area
---	---
●	A seal log of inventory, distribution, recording of new, and tracking must be maintained
---	---
●	Issuance of seals must be recorded in the log
---	---
●	Only trained, authorized personnel may affix seals to ITT
---	---
●	A driver must immediately notify applicable staff when a seal is broken
---	---

Placement

All containers loaded with Five Below cargo must be secured with an ISO-17712 high security seal immediately after loading. The seal must meet or exceed the current PAS/ISO 17712 standards. It must be a bolt seal or a cable seal (see Figure 2). FIVE BELOW will not accept any other type or lower rated seal to be placed on its shipments.

The seals must be placed on the right door of the container on the hasp that has the welded rivet. Once placed, the integrity of the seal must be tested by utilizing the V.V.T.T method.

The integrity of each of the affixed high security seals must be verified by implementing the following steps: (Figure 3)

●	View the seal
●	Verify the seal
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●	Tug on the seal
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●	Tug & Twist the seal
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Figure 3

Procedural Security

●	Measures must be in place to prevent unauthorized address when cargo is staged overnight or extended periods of time
●	Cargo staging areas and the immediate surrounding areas must be inspected on a regular basis to ensure these areas remain free of<br>visible pest contamination
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●	The stuffing of cargo into containers/ITT should be supervised by a security officer or other designated person
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●	Photos should be taken during the loading and sealing process to document the seal number and seal location
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●	Procedures must be in place to ensure that all information used in the clearing of merchandise/cargo is legible, complete, accurate,<br>protected against the exchange, loss, or introduction of erroneous information and reported on time
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●	All shipping documents should be stored in a secure location to prevent unauthorized use
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●	The Bill of Lading information provided to the customs administration must include the first foreign location where the carrier takes<br>possession of the cargo
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●	Shipping personnel who are responsible for reviewing import/export shipping data must be trained to recognize or identify suspicious<br>cargo shipments
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Agricultural Security

●	Written procedures must be in place that are designed to prevent pest contamination to include compliance with Wood Packaging Materials<br>(WPM) regulations

People & Physical Security

Physical Security

●	Cargo handling and storage facilities, including trailer yards and offices, must be secured by physical barriers and/or deterrents<br>that prevent access
●	Gates where vehicles and/or personnel enter or exit (as well as other points of egress) must be manned or monitored
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●	Private passenger vehicles must be prohibited from parking in or adjacent to cargo handling and storage areas
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●	Adequate lighting must be provided inside and outside the facility, including entrances, exits, cargo handling and storages areas,<br>fence lines, and parking areas
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●	Security technology should be used to monitor premises and prevent unauthorized access to sensitive areas
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●	There must be written policies and procedures governing the use, maintenance, and protection of security technology for the access<br>control, alarms, and video surveillance systems
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●	A licensed/certified resource should be contracted to design and install the security technology systems
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●	The security technology infrastructure must be physically secured from unauthorized access
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●	Security technology systems should be configured with an alternative power source that will allow the systems to continue to operate<br>in the event of an unexpected loss of direct power.
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●	A CCTY system should be in place
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●	The CCTV system should cover the premises and all sensitive areas to deter unauthorized access
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●	Alarms should be used to alert the company to unauthorized access into sensitive areas
---	---
●	Cameras must be positioned to cover key areas of the import/export process
---	---
●	Cameras should have an alarm/notification feature, which would signal a ‘failure to operate/record’ condition
---	---
●	Periodic, random reviews of the camera footage must bey conducted by management, security, or other designated personnel, to verify<br>that cargo security procedures are being properly followed
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●	CCTV recordings of key import/export processes should be maintained for a minimum of 14 days after the<br>shipment being monitored has arrived at the point of destination (where the container is first opened after clearing customs)
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Physical Access Controls

●	There must be written procedures governing how identification badges and access devices are granted, changed, and removed
●	All visitors, vendors, and service providers must be required to present photo identification upon arrival. Also, there must be a<br>registration log maintained that records the details of the visit
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●	Drivers delivering / receiving cargo must be required to present photo identification to the facility prior to delivering / receiving<br>cargo to verify their identity
○	The carrier must notify the facility of the estimated time of arrival for the scheduled pick up, the name of the driver, and truck<br>number
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●	Cargo truck pickup and deliveries must be made by appointment
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●	Arriving packages and mail should be periodically screened for contraband before being admitted
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●	Work requirements for security guards must be contained in written policies and procedures
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●	Application information, such as employee history and references, must be verified prior to employment, to the extent possible and<br>allowed under the law
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●	Criminal history checks should be conducted as part of the employee background screening
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Education, Training, and Awareness

●	The company must establish and maintain a security and awareness<br>training program to foster awareness of the security vulnerabilities to facilities, conveyances, and cargo at each point in the supply<br>chain
●	Drivers and other employees that conduct security and agricultural<br>inspections of empty conveyances and instruments of international traffic (ITT) (containers), must be trained to inspect their conveyances/ITT<br>for both security and agricultural purposes
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●	Drivers must be trained on situational reporting – the<br>procedures to follow if something is found during a conveyance inspection or if a security incident takes place while in transit
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●	The company should have measures in place to verify that the<br>employees understand the training such as through quizzes, a simulation exercise/drill, or, regular audits of procedures
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●	Training must be provided that encompasses pest preventing<br>measures, regulatory requirements applicable to wood packaging materials (WPM), and the identification of infested wood
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●	Personnel must be trained on the company’s cybersecurity<br>policies and procedures. This must include the need for employees to protect passwords / passphrases<br>and compute access
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●	Personnel operating and managing security technology systems<br>must be trained in their operation and maintenance
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Training that covers reporting security incidents, suspicious activities, and escalation procedures must be provided.

E. Compliance with Applicable Laws

Vendor agrees to comply fully with all Applicable Laws as required by Five Below’s then current Purchase Order Terms and Conditions, including as follows (without limitation). Vendor is responsible for ensuring product complies with the most current regulations and standards regardless of whether those requirements are captured in this document. If product is not included in this document, it does not mean it is exempt from meeting regulations and/or testing and labeling.

*ALL GOODS MUST PASS ALL CURRENTCPSC, ASTM, FDA, FTC, UL, AND OTHER APPLICABLE REQUIREMENTS AND MUST BE 50- STATE COMPLIANT AS TO PRODUCT AND PACKAGING CONTENT AND LABELING*

Consumer Product Safety Improvement Act (CPSIA)

Visit the Consumer Product Safety Commission’s website at www.cpsc.gov for the latest rules and regulations regarding cadmium, lead in paint and substrate, phthalates and phthalate substitutes, ASTM F963, toxicity testing and any other required tests.

Manufacturers and importers of certain general use products (non-children’s products) for which consumer product safety rules apply, must certify, in a written General Certificate of Conformity (GCC) based on testing or a reasonable testing program, that their products comply with those applicable rules. Manufacturers and importers of children’s products must certify, in a written Children’s Product Certificate (CPC) based on test results from a CPSC-accepted laboratory, that their children’s products comply with applicable children’s product safety requirements. The certificate must be completed in English and must contain all required information. Booking will not be granted without test reports and a Certificate of Conformity.

Products that are covered by a CPSC enforced regulation include but are not limited to:

●	Adult Wearing Apparel
●	Carpets and Rugs
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●	Clothing Storage Units
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●	Button Cell and Coin Batteries
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●	Bicycle Helmets
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●	Children’s Apparel and Sleepwear
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●	Children’s Products
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Restricted Chemicals

All products and their packaging must comply with all applicable federal, state and local chemical regulations. This includes but is not limited to:

●	CPSC lead and phthalate limits
●	California Proposition 65
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●	California Jewelry Law
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●	Toxic Free Cosmetics Act
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●	Illinois Lead Poisoning Prevention Act
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●	TSCA Title VI
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●	Children’s chemical reporting laws, etc.
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More information on restricted chemicals can be found below, however, this information is not all encompassing of all applicable federal and state chemical regulations. It is the vendor’s responsibility to ensure all products are 50-state compliant, including any reporting and product labeling specific to each applicable regulation.

Packaging

Toxics in Packaging Clearinghouse

All packaging and packaging components must comply with the regulated chemicals in the most current TPCH legislation. Testing indicating compliance with TPCH must be furnished at Five Below’s request. More information can be found at https://toxicsinpackaging.org/

Other Packaging Regulations

Several U.S. states have regulations for product packaging. Vendor is responsible for compliance with these regulations.

PFAS

Perfluoroalkyl and Polyfluoroalkyl substances are used in consumer products for their water, oil, grease, stain repellant and nonstick properties. More than 20 states have adopted PFAS regulations that apply to all consumer products. Certificates of Compliance must be furnished to Five Below upon request.

Flame Retardants

Several states have implemented measures to regulate flame retardants in consumer products such as children’s products, upholstered furniture, mattresses, and electronic enclosures. The restricted or prohibited flame retardants and the scope of regulated products are specific to each state.

Juvenile Products

Maine, New York, Oregon, Vermont, and Washington State require manufacturers or importers of goods to notify relevant authorities of the presence of certain chemicals in children’s products. Vendor must notify Five Below if any of the chemicals in these lists are intentionally added or may be present as contaminants. Specific requirements are accessible at the following links.

●	Maine Toxic Chemicals in Children's Products Act
●	New York Toxic Chemicals in Children’s Products
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●	Oregon Toxic Free Kids Act
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●	Vermont Chemical Disclosure Program for Children’s Products
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●	Washington Children's Safe Products Act
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California Proposition 65

Proposition 65, also known as the Safe Drinking Water and Toxic Enforcement Act of 1986, was enacted as a ballot initiative in the state of California. The proposition was intended to protect

California citizens and the State’s drinking water sources from chemicals known to cause cancer,

birth defects, or other reproductive harm, and to inform citizens about exposure to such chemicals.

Vendors must review the Proposition 65 chemical list (https://oehha.ca.gov/proposition- 65/proposition-65-list ) to determine whether SKUs produced contain chemicals above the safe harbor limits. Unless otherwise agreed in writing, Vendor is required to label any Goods that require a Proposition 65 warning with a warning meeting the requirements of California Code of Regulations Title 27 for consumer product warnings. Vendor must ensure the warning has been

placed on the Goods (either on the product or the product labeling) in a manner that complies with the requirements.

Five Below’s Proposition 65 policy is as follows:

1.	Five Below prefers to sell products that are compliant with Prop 65 (i.e., that either do not contain any chemicals on the<br>Prop 65 List, or contain such chemicals but within permissible safety levels) and thus do not require Prop 65 Warnings. Five Below, inits sole discretion, will consider exceptions to this policy on a case-by-case basis.
2.	All exceptions must be approved, in advance, by the Quality Assurance team. Five Below may request proof of product testing to confirm<br>the Prop 65 Warning is warranted and appropriate.
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3.	Although the law permits Prop 65 Warnings to be provided on in-store signage or on SKU packaging, Five Below does not allow vendors<br>the option to provide in-store signage. This means that if a Prop 65 Warning is required, it must appear on the product’s package.<br>If the SKU is offered for sale on Five Below’s e-commerce site, the Prop 65 Warning must be on the product display page and use<br>the same content as the on-product warning.
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4.	If a Prop 65 Warning is warranted and approved, and there is sufficient space on the packaging, Five Below prefers the “long-form”<br>warning which includes the name of the chemical(s), along with the associated health risk(s). The current “short-form” Prop<br>65
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Warning that only includes the associated health risk(s) may be used on packaging where the longer warning will not fit until December 31, 2027. Five Below will accept the updated “short-form" warning language however all short-form warnings must be updated to the new version by January 1, 2028.

5.	Five Below will not double-slot products in our distribution centers (meaning one SKU number for product with the Prop 65 Warning<br>and another KSU number for product without the Prop 65 Warning).

When submitting new items to Five Below, Vendor must indicate whether the item and its packaging meet the safe harbor limits, whether the item or its packaging require a Proposition 65 warning label or if the item cannot be sold in California.

For any Goods purchased by Five Below that are found at any time to not be Proposition 65 compliant and for which Five Below has not provided written advance approval, Five Below, in addition to any other rights or remedies which it may have at law or in equity, shall have the right to reject, return or dispose of and recover costs at the Vendor’s expense. Further, any such Goods may not be replaced with other Goods, without written authorization from Five Below.

Toxic Substances Control Act (TSCA) – Title VI for Composite Wood Products

TSCA Title VI is a regulation that mandates the reduction of formaldehyde in composite wood products. Composite wood includes but may not be limited to hardwood plywood, medium-density fiberboard, and particleboard, as well as household and other finished goods containing these products. TSCA Title VI establishes formaldehyde emission standards identical to the California Air Resources Board (CARB) limits. Composite wood products must be tested and certified by an EPA- recognized third-party certifier. Applicable products must be labeled as TSCA Title VI compliant. More information can be found at Formaldehyde Emission Standards for Composite Wood Products | US EPA

Volatile Organic Compounds (VOCs)

Volatile Organic Compounds (VOCs) are present in a wide range of consumer products, including paints, pesticides, personal care items, aerosol sprays, cleaners, room deodorizers, rugs, and carpets, among others. Several states in the U.S. have established regulations that limit the concentration of VOCs in these products. Vendor is responsible for ensuring that products containing VOCs comply with applicable regulatory limits.

Extended Producer Responsibility (EPR)

All packaging as well as some textiles may in scope for Extended Producer Responsibility (EPR). EPR is a policy approach where producers are responsible for their products throughout the entire lifecycle, including post-consumer stage. Vendors must be familiar with EPR laws in all US states and be compliant with all applicable requirements, inclusive of any registration and fee requirements.

Product Specific Requirements

Below is a listing of certain product requirements but it is not intended to supply Vendor with a listing of all applicable requirements with which Vendor must comply, including restricted substances. If a product is not included below, it does not mean it is exempt from meeting regulations. Products may be in scope of meeting multiple requirements, for example, an electric tea kettle must meet food contact requirements in addition to electrical requirements.

Apparel & Accessories
Product	Regulation/Standard
	Flammable<br> Fabrics Act	16<br> CFR 1610<br><br> <br>16<br> CFR 1611
	Textile<br> and Wool Act	● Fiber<br> Content<br><br> <br>● Country<br> of Origin
Wearing<br> Apparel	Care<br> Labeling Rules	For imported product<br><br> <br>● RN<br> # or Company Name<br><br> <br>● Care<br> Instructions
	Utah<br> Bedding, Upholstered
	Furniture,<br> and Quilted Clothing	Manufacturer<br> must obtain license in the
	Inspection<br> Act	state<br> of Utah
	Applicable to quilted apparel
Jewelry	Hazardous<br> Substances: Metal Containing Jewelry	California<br> SB-647
	Safety<br> Standard for Magnets<br><br> <br>If applicable	16<br> CFR 1262
	Consumer<br> Product Safety for<br><br> <br>Children’s<br> Jewelry<br><br> <br>Applicable for children’s products	ASTM<br> F2923
	Consumer<br> Product Safety for Adult Jewelry	ASTM<br> F2999
	California’s<br> Metal-Containing Jewelry Law	CA<br> Health & Safety Code §§ 25214.1 - 25214.4.2
	CPSIA<br> Tracking Label<br><br> <br>Applicable for children’s products	● Manufacturer<br> or private labeler name<br><br> <br>● Location<br> and date of production<br><br> <br>● Batch<br> or run number<br><br> <br>● Any<br> other information to facilitate ascertaining the specific source of the product (e.g., address of the<br><br> <br>manufacturing<br> plant)
Sunglasses	FDA<br> Establishment Registration	21<br> CFR 807
	Lens<br> Impact Resistance	21<br> CFR 801.410
	Medical<br> Device Labeling in Compliance with 21 CFR 801	● Company<br> name<br><br> <br>● Business<br> location (street address, city, state, ZIP code)<br><br> <br>● Statement<br> (“Manufactured for…” or “Distributed by….”)

Room
Product	Regulation/Standard
Case Goods	STURDY Act<br><br> <br>Applicable to Clothing Storage Units 27<br><br> <br>inches and taller	ASTM F2057<br><br> <br>Must contain an anti-tip device that meets the<br><br> <br>requirements of ASTM F3096
	EPA TSCA Title VI<br><br> <br>Formaldehyde Emissions Applicable to finished goods containing composite wood	ASTM E 1333 (large chamber test method) Secondary Method<br> - ASTM D6007<br><br> <br>Label must include:<br><br> <br>1. Manufacturer’s<br> name<br><br> <br>2. Production<br> date (month/year)<br><br> <br>3. TSCA<br> Title VI compliant
Upholstered Furniture	EPA TSCA Title VI<br><br> <br>Formaldehyde Emissions Applicable to finished goods containing composite wood	ASTM E 1333 (large chamber test method) Secondary Method<br> - ASTM D6007<br><br> <br>Label must include:<br><br> <br>1. Manufacturer’s<br> name<br><br> <br>2. Production<br> date (month/year)<br><br> <br>3. TSCA<br> Title VI compliant
	Flammability & Use of Flame Retardants	TB-117-2013 & SB-1019<br><br> <br>All upholstered furniture must include the flammability label as well as the additional statement required by SB-1019, indicating if flame-retardant chemicals are present.<br><br> <br>COVID-19 Regulatory Relief and Work From Home Safety Act<br><br> <br>Must include a permanent label located on the product<br><br> <br>containing the statement, ‘‘Complies with U.S. CPSC<br><br> <br>requirements for upholstered furniture flammability’’.
	Law Label for Stuffed Products	Uniform Law Label<br><br> <br>Registration required in certain states
Pillows and Quilts<br><br> <br>stuffed articles	Law Label for Stuffed Products	Uniform Law Label<br><br> <br>Registration required in certain states
Food Contact	Ceramic or Glass	US FDA CPG 7117.06 and 7117.07
	Plastic and Polymeric Coating	21 CFR 175<br><br> <br>21 CFR 177<br><br> <br>21 CFR 180.22<br><br> <br>21 CFR 181.32<br><br> <br>(per plastic type)
	Silicone Rubber	21 CFR 177.2600
	Wood	21 CFR 178.3800
	Paper and Cardboard	21 CFR 176.170
	Silver Plated Metal	FDA CPG 7117.05
	Stainless Steel	AISI 200, 300 or 400 series<br><br> <br>minimum chromium content is 16%. If chromium content of the<br> stainless steel is ˂16% but ≥11.5%, it shall meet requirements of GRAS - leachable heavy<br><br> <br>metal test
	Chemical Disclosure for Cookware<br><br> <br>Vendor must contact Five Below<br><br> <br>Compliance if disclosure required	California AB1200 Colorado HB22-1345
Rugs<br><br> <br>Inclusive of bathmats	Flammable Fabrics Act	16 CFR 1630<br><br> <br>16 CFR 1631<br><br> <br>Include flammability labeling for small rugs when applicable
Diffusers & Air<br><br> <br>Fresheners	California Cleaning Product<br><br> <br>Right to Know Act	SB-258

Outdoor & Sports
Product	Regulation/Standard
Massage<br> Therapy Devices<br><br> <br>Electrical devices must meet additional electrical<br><br> <br>requirements	FDA<br> Establishment Registration	21<br> CFR 807
Hot/Cold<br> Packs Electrical devices must meet additional electrical<br><br> <br>requirements	FDA<br> Establishment Registration	21<br> CFR 807
Hydration<br> Bottles	Plastic<br> and Polymeric Coating	21<br> CFR 175<br><br> <br>21<br> CFR 177<br><br> <br>21<br> CFR 180.22<br><br> <br>21<br> CFR 181.32<br><br> <br>(per plastic type)
	Silicone<br> Rubber	21<br> CFR 177.2600
	Stainless<br> Steel	AISI<br> 200, 300 or 400 series<br><br> <br>minimum<br> chromium content is 16%. If chromium content of the stainless steel is<br><br> <br>˂16%<br> but ≥11.5%, it shall meet<br><br> <br>requirements<br> of GRAS - leachable heavy<br><br> <br>metal<br> test
Goggles	Lens<br> Impact Resistance	21<br> CFR 801.410
	Sharp<br> Points and Edges	16<br> CFR 1500. 48<br><br> <br>16<br> CFR 1500. 49
Bicycle<br> Helmets	Safety<br> Standard for Bicycle Helmets	16<br> CFR 1203
Water<br> Guns	Marking<br> of toy, look-alike, and<br><br> <br>imitation<br> firearms	16<br> CFR 1272
	Toy<br> Safety Standard	ASTM<br> F963
	CPSIA<br> Tracking Label<br><br> <br>Applicable for children’s products	● Manufacturer<br> or private labeler name<br><br> <br>● Location<br> and date of production<br><br> <br>● Batch<br> or run number<br><br> <br>● Any<br> other information to ascertain source of product (e.g., address of<br><br> <br>manufacturing<br> plant)
Tents	Flammability<br> of Camping Tents	CPAI-84
Citronella<br> & Pesticide Devices<br><br> <br>Products make claims to repel pests and control or mitigate disease vectors eg., Lyme’s disease or West Nile Virus	Federal<br> Insecticide, Fungicide, and Rodenticide Act (FIFRA)	Product<br> must be registered with the Environmental Protection Agency in accordance with 40 CFR 167<br><br> <br>Product<br> must meet labeling requirements of 40 CFR 156
	State<br> Pesticide Registration	Each<br> state may have their own pesticide and pesticide device requirements in addition to FIFRA

Seasonal<br><br> <br>If vendor does not see applicable product in this category, it may be located in another category
Product	Regulation/Standard
Costumes	Flammable<br> Fabrics Act	16<br> CFR 1610
	Toy<br> Safety Standard	ASTM<br> F963
	CPSIA<br> Tracking Label<br><br> <br>Applicable for children’s products	● Manufacturer<br> or private labeler name<br><br> <br>● Location<br> and date of production<br><br> <br>● Batch<br> or run number<br><br> <br>● Any<br> other information to facilitate ascertaining the specific source of the product (e.g., address of the manufacturing plant)
Holiday<br> & Decorative Lighting	Substantial<br> Product Hazard	16<br> CFR 1120
	Lead<br> Requirements in Wires and Cables Coated with PVC<br><br> <br>California Proposition 65	Lead<br> content by weight of no more than<br><br> <br>0.03<br> % (300 ppm)<br><br> <br>EPA<br> 7420
	Department<br> of Energy (DOE)	Product<br> must comply with any<br><br> <br>applicable<br> DOE standards
	Federal<br> Communications Commission (FCC)<br><br> <br>If Applicable	47<br> CFR 15
	Laser<br> Products	21<br> CFR 1040
	Coin<br> Cell & Button Battery Operated Products	16<br> CFR 1263
	New<br> York Bill No. A04522A Applicable to seasonal and decorative lighting product with electrical cord casing containing lead in a quantity greater than 100 ppm	Must<br> have warning label that reads “WARNING: HANDLING THE COATED ELECTRICAL WIRE OF THIS PRODUCT MAY EXPOSE YOU TO LEAD. WASH<br><br> <br>HANDS<br> THOROUGHLY AFTER USE.”

Games & Toys
Product	Regulation/Standard
Toys	Toy<br> Safety Standard	ASTM<br> F963<br><br> <br>Vendor is responsible for identifying what sections<br><br> <br>are applicable to the product
	California’s<br> Toy Safety	CA<br> Health & Safety Code § 108550
	Hazardous<br> Liquid Chemicals	16<br> CFR 1500.231
	EPA<br> TSCA Title VI Formaldehyde Emissions<br><br> <br>Applicable to finished goods containing composite wood	ASTM<br> E 1333 (large chamber test method)<br><br> <br>Secondary<br> Method - ASTM D6007 Label must include:<br><br> <br>1. Manufacturer’s<br> name<br><br> <br>2. Production<br> date (month/year)<br><br> <br>3. TSCA<br> Title VI compliant
	Age<br> Grading	CPSC<br> – Age Determination Guidelines
	CPSIA<br> Tracking Label<br><br> <br>Applicable for children’s products	● Manufacturer<br> or private labeler name<br><br> <br>● Location<br> and date of production<br><br> <br>● Batch<br> or run number<br><br> <br>● Any<br> other information to ascertain specific source of product (e.g.,<br><br> <br>address<br> of manufacturing plant)
Battery-Operated<br> Products	Toy<br> Safety Standard	ASTM<br> F963<br><br> <br>Vendor is responsible for identifying what sections<br><br> <br>are applicable to the product
	Coin<br> Cell & Button Battery Operated Products<br><br> <br>Applicable for products that are not in<br><br> <br>scope of the Toy Safety Standard	16<br> CFR 1263
	CPSIA<br> Tracking Label<br><br> <br>Applicable for children’s products	● Manufacturer<br> or private labeler name<br><br> <br>● Location<br> and date of production<br><br> <br>● Batch<br> or run number<br><br> <br>● Any<br> other information to ascertain specific source of product (e.g., address of manufacturing plant)
Stuffed<br> Toys	Toy<br> Safety Standard	ASTM<br> F963<br><br> <br>Vendor is responsible for identifying what sections<br><br> <br>are applicable to their product
	Stuffed<br> Toy Licensing and Labeling	Ohio,<br> Pennsylvania, and Massachusetts require the licensing of stuffed toy manufacturers and the labeling of stuffed toys.<br><br> <br>For stuffed home and clothing articles registration<br><br> <br>is required in additional states
	CPSIA<br> Tracking Label<br><br> <br>Applicable for children’s products	● Manufacturer<br> or private labeler name<br><br> <br>● Location<br> and date of production<br><br> <br>● Batch<br> or run number<br><br> <br>● Any<br> other information to ascertain specific source of product (e.g., address of manufacturing plant)

Create, Stationary & Party<br><br> <br>If vendor does not see applicable product in this category, it may be located in another category
Product	Regulation/Standard
Art Materials	Labeling of Hazardous Art<br><br> <br>Materials Act (LHAMA)	16 CFR 1500.14<br><br> <br>ASTM D4236
	California’s Art or Craft Materials	CA Health & Safety Code § 108550
Science Kits	Ingredient and Label Review	ASTM F963
Balloons	Latex	16 CFR 1500.19
	Foil/Mylar	California AB847
Tech
---	---	---
Product	Regulation/Standard
Lighting	Lead Requirements in Wires and Cables Coated with PVC California Proposition 65	Lead content by weight of no more than<br><br> <br>0.03 % (300 ppm)<br><br> <br>EPA 7420
	Department of Energy (DOE)	Product must comply with any applicable DOE standards
	Federal Communications Commission (FCC)<br><br> <br>If applicable	47 CFR 15
	Laser Products	21 CFR 1040
Battery-Operated Products	Coin Cell & Button Battery Operated Products	16 CFR 1263
Bluetooth Devices	Federal Communications<br><br> <br>Commission (FCC)	47 CFR 15

Beauty & Food
Product	Regulation/Standard
Cosmetics	Good Manufacturing Practices	Modernization of Cosmetics Regulation<br><br> <br>Act of 2022
	Safety Substantiation	Modernization of Cosmetics Regulation Act of 2022
	Cosmetic Product Listing & Facility Registration	Modernization of Cosmetics Regulation Act of 2022
	Food, Drug and Cosmetic Act (FD&C Act)	21 CFR 1<br><br> <br>21 CFR 2<br><br> <br>21 CFR 20<br><br> <br>21 CFR 250<br><br> <br>21 CFR 700
	Cosmetic Labeling	21 CFR 701<br><br> <br>21 CFR 740<br><br> <br>Modernization of Cosmetics Regulation<br><br> <br>Act of 2022
	CA Microbeads Nuisance Prevention	California Public Resources Code Section 42360-42367
Oral Care	Fluoride	21 CFR 355
		Must meet FDA OTC Drug Requirements
	CA Microbeads Nuisance<br><br> <br>Prevention	California Public Resources Code<br><br> <br>Section 42360-42367
Hand Sanitizer	Food and Drug Administration (FDA)	Facility must be registered, product must have National Drug<br> Code (NDC) and labeling must meet FDA OTC drug<br><br> <br>requirements
Sunscreen	Food and Drug Administration (FDA)	Facility must be registered, product must have National Drug<br> Code (NDC) and labeling must meet FDA OTC drug requirements 21 CFR 352<br><br> <br>21 CFR 201.327
Candy, Snacks & Beverages	Food and Drug Administration (FDA)	Must meet all applicable FDA testing and labeling requirements<br> outlined in<br><br> <br>21 CFR

Product and Package Labeling

All products and their packaging must comply with all applicable federal, state, and local labeling regulations. Below is a list of specific labeling requirements but is not intended to provide Vendor with a list of full requirements that may apply to each product or package. Vendor has ultimate responsibility to ensure that the product and package is labeled according to all applicable federal, state, and local regulations.

Fair Packaging and Labeling Act & Uniform Packaging and Labeling Act (FPLA)

All products must comply with FPLA. The FPLA requires each package of household "consumer commodities" that is included in the coverage of the FPLA to bear a label that includes a statement identifying the commodity, e.g., detergent, sponges, etc.; the name and place of business of the manufacturer, packer, or distributor; and the net quantity of contents in terms of weight, measure, or numerical count (measurement must be in both metric and inch/pound units). More information can be found at Fair Packaging and Labeling Act: Regulations Under Section 4 of the Fair Packaging and Labeling Act | Federal Trade Commission (ftc.gov)

Five Below Private Label Products: All Product packaging for Five Below private label products must contain (as directed by Five Below) ‘Manufactured for 1616 Holdings, Inc.’ or ‘Distributedby 1616 Holdings, Inc.” Unless required by Applicable Law, only the city and state of 1616 Holdings, Inc. shall be listed. The city and state is ‘Philadelphia, Pennsylvania’. If a full street address is required by Applicable Law, the address is ‘701 Market Street Suite 200, Philadelphia PA 19106’.

Non-Private Label Products: All Product packaging shall be labelled as required by Applicable Law and shall not identify Five Below or any of its affiliates.

Vendor Information: Vendor/Manufacturer’s name, and the Vendor/Manufacturer’s Place of Business will only be included on packaging if specifically directed by Five Below, or otherwise required by Applicable Law.

FTC Textile and Care Labeling Rules

Requires that certain textiles sold in the United States carry labels disclosing the following:

●	Fiber Content
○	Generic fiber names and percentages by weight of each constituent fiber listed in descending order of predominance.
---	---
●	The manufacturer or marketer name or the Registered Identification Number (RN)
---	---
○	If the item is distributed by 1616 Holdings Inc, Five Below’s RN number 163199 must be presented on the sewn in label.
---	---
●	The country where the product was manufactured
---	---
○	When a garment has a neck, the country of origin label must be attached on the center back neck.
---	---
○	Socks must be marked on the front of their packages or labels with the English name of the country of origin. This mark must be placed<br>adjacent to the size designation.
○	All other products must list the country of origin in an easily accessible and conspicuous location.
●	Care instructions
---	---
○	Must use ASTM symbols or written instructions in English.
---	---

More information on Textile Labeling can be found at Threading Your Way Through the Labeling Requirements Under the Textile and Wool Acts | Federal Trade Commission.

More information on Care Labeling can be found at Clothes Captioning: Complying with the Care Labeling Rule | Federal Trade Commission.

Wool Rules

The Wool Products Labeling Rules require labels on wool products disclosing the manufacturer's or marketer's name, the country where the product was processed or manufactured, and information about the fiber content. More information can be found at Wool Products Labeling Rules | Federal Trade Commission.

Imitation Leather and Fur

If all or part of an industry product is made of non-leather material that appears to be leather, the fact that the material is not leather, or the general nature of the material as something other than leather, should be disclosed. For example: Not leather; Imitation leather; Simulated leather; Vinyl; Vinyl coated fabric; or Plastic. More information can be found at Leather Guides | Federal Trade Commission.

Faux fur products must be labeled with the words “Faux Fur” in addition to the actual material content.

Uniform Law Label for Stuffed Articles

Law labels are enacted and enforced at the state level and each state may have different requirements. In addition to fastening a uniform law label to a stuffed article, certain states may require the Vendor/Manufacturer to apply for a license and obtain a registration number. Vendor is responsible for understanding and complying with all laws.

The label must be legible and accessible to the customer at time of purchase. If the label is hidden by packaging, the label must be on the product packaging as well.

The website for International Association of Bedding and Furniture Labeling Officials (www.IABFLO.org) contains contacts for each State.

*ALL BEDDING AND UPHOLSTERY ITEMS, INCLUDING PLUSH, MUSTCONTAIN VALID REGISTRATION NUMBERS AND BE ON FILE WITH DEPARTMENT OF LABOR AND INDUSTRY IN APPLICABLE STATES*

Children’s Products

All children’s products that are designed or intended primarily for use by children ages 12 and younger must have distinguishing permanent marks (generally referred to as “tracking labels”). Tracking labels must be affixed to the product and its packaging to the extent practicable and provide certain identifying information. ALL tracking labels must contain certain basic information, including:

●	Manufacturer<br> or private labeler name
●	Location<br> and date of production of the product
●	Detailed<br> information on the manufacturing process, such as a batch or run number, or other identifying<br> characteristics
●	Any<br> other information to facilitate ascertaining the specific source of the product. More information can be found at Tracking Label Business<br> Guidance	CPSC.gov

Food

Food products, inclusive of snacks, candy, and beverages, must be labeled in compliance with FDA regulations. More information on specific guidelines related to content of the label, placement of information on the label, type size, etc. can be found at Guidance for Industry: Food Labeling Guide | FDA

Cosmetics

The Federal Food, Drug, and Cosmetic Act (FD&C Act) defines cosmetics as "articles intended to be rubbed, poured, sprinkled, or sprayed on, introduced into, or otherwise applied to the human body...for cleansing, beautifying, promoting attractiveness, or altering the appearance". Among the products included in this definition are skin moisturizers, perfumes, lipsticks, fingernail polishes, makeup, cleansing shampoos, permanent waves, hair colors, and deodorants, as well as any substance intended for use as a component of a cosmetic product. The full list of cosmetic product categories can be found at Cosmetic Product Categories and Codes | FDA. Vendor must have advance approval from Five Below’s Compliance department to use 1616 Holdings on any cosmetic product.

In addition to product listing and facility registration requirements identified in the product specific requirements above, all cosmetics must comply with the labeling requirements of the Federal Food, Drug, and Cosmetic (FD&C) Act, Modernization of Cosmetic Regulation Act of 2022 (MoCRA), the Fair Packaging and Labeling (FP&L) Act, and the regulations published by the Food and Drug Administration under the Authority of these laws.

For detailed information on cosmetic labeling please review the Cosmetics Labeling Guide | FDA and SEC. 609 of Modernization of Cosmetics Regulation Act of 2022 (MoCRA) |

FDA.

Product Claims

All product claims made on product packaging or web product description must comply with applicable FTC and FDA regulations, as well as any other applicable regulations pertaining to the product category. Vendors may be requested to furnish documentation which substantiates claims. (Example – ‘BPA Free’ claim on packaging of a water bottle must be supported by test reports proving the product is free of BPA).

There are many different types of claims, and the requirements vary by product category. Vendors must ensure claims are accurate and comply with all applicable requirements. For example, if the product claims meet the definition of a drug, the product must comply with drug requirements.

More information about FTC claims, including environmental, health and advertising claims, can be found at Advertising and Marketing | Federal Trade Commission

More information about FDA claims, including food, dietary supplements and cosmetic claims, can be found at Label Claims for Food & Dietary Supplements | FDA and Cosmetics Labeling Claims | FDA

Private Brand Packaging Review and Approval

Packaging for Goods that are private labeled for Five Below (“Exclusively for 1616 Holdings”, “Distributed by 1616 Holdings”, or “Manufactured by 1616 Holdings”) requires a tracking number on the customer packaging as well as the product itself.

Packaging must be reviewed and approved by Five Below QA-Compliance department prior to production. Dielines must be emailed to QA-Compliance@FiveBelow.com for approval.

Contact QA-Compliance department for further details.

Safety Data Sheet (SDS)

Chemical-containing products include:

Over-the-counter pet pharmaceutical products, nutritional supplements, personal care products, household products (pesticides, cleaners, air fresheners, etc.) / batteries: including products containing a battery / electronics containing a circuit board or flashing lights / light bulbs: incandescent, neon, and fluorescent / some food products: cooking oil, energy bars, vitamin drinks / products dispensed by aerosol or bag-on-valve method/ personal care and beauty products/hair care products

Vendor is required to review the full list of chemicalsand confirm whether Goods require SDS by accessing this website: https://www.dir.ca.gov/title8/339.html.

Below are examples of categories that require SDS; however, this is not intended to be inclusive of every item that could require SDS:

Five Below maintains Safety Data Sheets (SDS) on all chemical compounds used in our locations. These forms allow Five Below to determine whether substances to which employees and customers are exposed are hazardous and, therefore, subject to the hazard communication regulation. These SDSs will also be made available for review in accordance with all applicable OSHA and state regulations.

Vendors must supply Five Below with SDSs that provide information such as health hazards, special chemical and physical characteristics, protective measures, precautions for safe handling, use and storage of each chemical.

SDS’s must comply with all applicable laws.

Vendor must provide SDS for applicable items at the time of Item Set-Up unless the item is in pre- production, in which case, Vendor must provide SDS within thirty days of receipt of Purchase Order. SDS must be provided to Five Below Merchandise Buyer.

F.	Chemical Management Policy for Private Label Products
1.	Intent

Five Below prioritizes offering products that meet or exceed applicable legal and environmental preservation by using safe chemicals and materials, in compliance with regulatory requirements. Where practicable and in keeping with Five Below’s commitment to provide high quality, extreme value products to its customers and to preserve long-term value for its shareholders, Five Below aims to have its private label vendors avoid or reduce the use of certain ingredients (“chemicals of concern”) which may have the potential to present health risks to its customers.

2.	Scope

The scope of Five Below’s Chemical Management Policy for Private Label Products encompasses a comprehensive approach to monitor the presence of chemicals of concern across its private label products, parts or components, and packaging.

Five Below follows the threshold limits established by federal, state and local regulations for such chemicals and expects its vendors to also comply with these guidelines. Five Below will create and disclose an initial Restricted Substances List that will apply to private-label products and will use this list as a watch list to monitor progress.

3.	Supply Chain Transparency

Five Below provides its vendors with vendor agreements and testing protocols including the chemicals of concern thresholds, in addition to all applicable laws and regulations. Five Below typically requires private-label products to undergo testing to ensure regulatory compliance from an approved third- party laboratory. Five Below may randomly audit products to ensure compliance.

The following references describe the guidelines for chemical compliance, encompassing relevant laws, requirements, and standards that suppliers must undergo inspection and testing to ensure adherence. The testing methods and criteria have been formulated to meet both state and federal regulations as well as industry-standard testing methods and procedures, including, but not limited to:

California Proposition 65 - OEHHA

Consumer Products Safety Improvement Act (CPSIA) of 2008 Children's Safe Products Act - Washington State Department of Ecology 2021 Update to TPCH Model Legislation - Toxics in Packaging

General testing standards include, without limitation, the following:

1.	Vendors are required to test products and consumer packaging against Five Below’s corporate test protocols (if applicable).
2.	Vendors are required to hold test reports for all products sold to Five Below for as long as legally mandated. Every 12-month test<br>report needs to be renewed, unless otherwise specified.
3.	Separate testing is required for products sourced from multiple factories.
4.	When product testing is requested or required, vendors must complete and submit passing product testing to Five Below prior to shipping.
5.	All goods must pass all current CPSC, ASTM, FDA, FTC, UL, EPA and other applicable requirements and must be 50- state compliant as<br>to product and packaging content and labeling.
6.	General Certificates of Conformity and Children’s Product Certificates may be required.
4.	Informed Consumers
---	---

Five Below aims to uphold consumer confidence in the products it offers by transparently providing pertinent details about its policies. This includes outlining the objectives, scope, accountability measures with both vendors and customers, and the commitment to publicly disclose these initiatives in periodic sustainability updates.

See Appendix B, Restricted Substances List for Private Label Products for specific chemicals in scope of this policy.

G.	Testing Process

The safety of Five Below’s customers and legal compliance from an ethical and business perspective is of critical importance to Five Below. Five Below’ policy is to provide quality products that safely perform their intended functions and meet all applicable legal requirements.

General Testing Guidelines

●	Vendors must use Five Below’s<br> designated test labs. Use of any other third-party Lab must be approved, in advance, in writing,<br> by the Five Below QA/QC Director. Email QA- Compliance@fivebelow.com for approval.
	Below is a matrix of Five Below nominated third party laboratories<br>by country for product testing.
	China	India	Vietnam	United States of America	Cambodia
---	---	---	---	---	---
Product Testing /	Intertek	Intertek	Intertek	Intertek	Intertek
Battery<br> Testing /<br><br> <br>Laser/<br> LED Testing	BACL	BV	STC	STC
Microbiological	Intertek	Intertek	Intertek
testing	Bureau Veritas	Bureau Veritas	Bureau Veritas	Intertek	Intertek
(TRA / USP 61/62)	BACL		STC
●	Vendor must test Goods against Five Below’s corporate test protocols before mass production. Vendor must hold test reports for<br>all products sold to Five Below for as long as legally mandated. Vendor must supply, on demand, a valid test report demonstrating compliance<br>with all applicable laws
---	---
●	All products supplied to Five Below must comply with all Federal, State, and local laws, rules, ordinances and regulations
●	Vendors are responsible for monitoring timing of testing timelines to ensure that PO’s meet required dates. Testing is NOT an excuse for late deliveries
●	Separate testing is required for products sourced from multiple factories
●	Seasonal products must be tested prior to shipping for each season, regardless of last report date
●	Products made from final production material or final production items AND customer packaging must be tested.
●	Products requiring a CPC or GCC must include the respective certificate at the end of the test report, issued by the third-party laboratory.
●	Product testing must be dated within the last 12 months. Expired test reports will NOT be accepted
●	Valid dates for specialized testing are below:
○	FCC<br> Test Reports – valid for 5 years after test date
---	---
○	Battery<br> Test Reports – valid for 1 year after test date
○	Laser/LED<br> Test Reports – valid for 3 years after test date
○	Microbiological<br> (TRA/USP) – valid for 1 year after test date

●	Test reports for products made for other retailers (for example, the same base product with different embellishments and/or packaging)<br>WILL NOT BE ACCEPTED
●	Five Below reserves the right to require test reports for all Goods
●	Vendor is responsible for all testing fees
●	When product testing is requested or required, Vendor must complete and submit passing product testing to Five Below prior to shipping.<br>Five Below reserves the right to refuse delivery of any shipments, and to cancel Purchase Orders, where passing product testing is not<br>provided. If Vendor cannot provide passing product testing for an accepted shipment, Vendor agrees to a return of such product and/or<br>chargeback, and to assume costs associated with any return of the product such as shipping costs

Testing Guidelines

Products with the Five Below Name and/or Brands, including 1616 Holdings

Any product with the Five Below name on the item or packaging (‘distributed by 1616 Holdings, ‘manufactured exclusively for 1616 Holdings’, ‘exclusively for 1616 Holdings’, etc.) must be tested by Five Below’s designated third party lab. This applies to all SKUs, whether Five Below is the importer of record or is sourcing the goods from a U.S. location.

Vendor-Branded Goods in Tech Departments

Five Below requires product testing from our designated 3^rd^ party Lab for all Goods in the Tech departments, regardless of branding, including but not limited to Goods such as audio, power and personal electronics, and device accessories.

Vendor-Branded Goods for which Five Below is Importer of Record

Any product for which Five Below is Importer of Record must be tested by Five Below’s designated third party lab.

All goods not covered under the above categories must be tested for compliance with all regulatory and safety requirements by a CPSC-accredited third-party laboratory. Vendors are required to retain these test reports. Five Below reserves the right to request the test reports from the vendor. Testing must be conducted using the actual production materials intended for sale to Five Below.

Test reports for these products must be received and approved by Five Below QA/QC department NO LATER THAN 5 weeks prior to shipment.

Submitting Items to Five Below’s Designated Third Party Lab for Testing

●	Vendor must submit to the Lab a final production sample labeled with the proper UPC number, color and description
○	Samples must be final packaged product, representative of merchandise being shipped to Five Below. Ensure all packaging<br>components are submitted (including hang tags and swift tacks)
---	---
●	Items must:
---	---
○	Be<br> from the same factory
---	---
○	Utilize<br> the same base protocol
○	Be<br> composed of the same base material(s)/substrates
○	Be<br> made within the same manufacturing process
●	Vendor must include all relative UPCs and vendor part/style numbers
---	---
●	Sample collection must be conducted at one time at the same facility or items must be self- submitted together, as applicable
●	Final packaging must be tested for Toxins in Packaging Clearinghouse (TPCH) and for phthalates, meeting the February 2021 updates<br>to TPCH Model Legislation https://toxicsinpackaging.org/2021-update/
●	Lab is not authorized to add additional style numbers to a report if the items were not received together
●	If a sample fails due to chemical non-compliance (i.e. levels are above either Federal or State mandated<br>limits, vendor MUST NOT ship to Five Below any of the goods produced with non- compliant materials.

Multiple products may be added to the same report under the following conditions (samples must be received at the same time):

●	Items<br> which have the same UPC (assortment SKUs), regardless of protocols applied
○	Color<br> variance only
---	---
■	All<br> colors must be provided to the Lab (1 sample per color)
---	---
■	Lab<br> will determine whether additional tests would be required based on different colors.
■	Lab<br> is authorized to request additional samples, if needed.
○	Size<br> variance only
---	---
■	One<br> of each size must be provided to the lab
---	---
■	Lab<br> will determine whether additional tests would be required based on size
■	Lab<br> is authorized to request additional samples, if needed.
●	All<br> other scenarios require separate test reports. Contact Five Below QA-Compliance with any<br> questions at QA-Compliance@FiveBelow.com
---	---

Lab Testing Process—Riskonnect ESG (formerly ICIX)

Five Below has partnered with Riskonnect to manage the test report and shipment inspection request and review process.

Each Vendor, with the exception of Candy and Food Vendors, will be set up with a Riskonnect account. Five Below will pay the cost of the first 5 users on the Vendor’s account.

Riskonnect will generate test and shipment inspection requests automatically. Once a request is generated, individuals on Vendor’s account will receive an email notification of a new task.

Vendor is responsible to upload documentation against the appropriate request PRIOR to shipment of Goods. Additional information will be shared with the Vendor at the time of Riskonnect set up.

Do NOT email Lab reports directly to Five Below.

Five Below Test Review Timelines

Five Below’s Quality team will review each test report.

●	Allow at least three business days for test report processing
●	Approval or rejection of test reports and shipment inspections will be provided via Riskonnect. Vendor will receive an email notification<br>once the submitted document has been approved or rejected

Note:

●	Vendor receipt of Five Below QA-Compliance approval is REQUIRED PRIOR to shipment
●	Five Below PO’s are subject to cancellation and/or chargebacks if Vendor does not adhere to test protocols outlined in this<br>document or contributes to testing delays that result in late shipments
●	If Five Below does not have an accepted test report on file for a ‘distributed by 1616 Holdings’ or ‘exclusively for 1616 Holdings’<br>item, it will NOT be offered for sale
●	Five Below will NOT accept GCC’s (General Certificate of Conformity) in lieu of test reports.

H.	Shipment Inspection

Import Goods that are ‘distributed by 1616 Holdings’, ‘manufactured for 1616 Holdings’, or ‘exclusively for 1616 Holdings’ are subject to Five Below designated third party shipment inspection at factory site prior to being handed over to forwarder.

Five Below’s inspection standard is ANSI/ASQZ 1.4 Single Sample plan, which is adopted by most of the retailers in the United States. Five Below is under no obligation to unpack or inspect Goods before resale thereof. Five Below inspection, testing, payment for or retention of Goods does not (i) constitute an acceptance of Goods not in compliance with the Contract, (ii) affect Five Below’s right to reject or return Goods, or (iii) constitute a waiver by Five Below of any Vendor warranties or any rights or remedies of Five Below under the Contract. In no event will Vendor sell or distribute to third parties any Goods that contain logos, trade names, trademarks or labels of Five Below even if rejected by Five Below as nonconforming.

Vendors must contact one of Five Below's designated audit partners at least Five (5) days prior to the desired inspection date. The inspection must occur when the goods are 100% produced and 80% packed. Below is the matrix of shipment inspection auditing labs. See Appendix for contact information for each partner.:

	China	India	Vietnam	Bangladesh	USA	Cambodia
Shipment<br><br> <br>Inspection	Intertek<br><br> <br>TQS	Intertek<br><br> <br>Bureau Veritas	Intertek<br><br> <br>Bureau Veritas	Intertek	Intertek	Intertek
Inline<br><br> <br>Inspection	Intertek<br><br> <br>TQS	Intertek<br><br> <br>Bureau Veritas	Intertek<br><br> <br>Bureau Veritas	Intertek	-	-

Vendor is responsible for the cost of shipment inspections and any travel expenses.

Vendor must provide shipment inspection documentation via Riskonnect. Five Below’s QA- Compliance team will review each shipment inspection. Allow three (3) business days for shipment inspection reports to be reviewed. Approval or rejection of shipment inspections will be provided via Riskonnect. Vendor will receive an email notification once the submitted document has been approved or rejected.

If a SKU receives three sequential passing shipment inspections, Five Below, at its own discretion, may authorize suspension of shipment inspections for that SKU for the remainder of the calendar year. Contact QA-Compliance@FiveBelow.com for more information.

Import Goods not distributed by OR exclusively for Five Below but where Five Below is the Importer of Record are subject to random shipment inspections at Five Below’s discretion.

I.	Appendix A – Five Below’s Designated 3rd Party Audit, Inspection, and Lab Contacts

Five Below Designated Labs & Audit Firms - China

Social Audits and Quality Audits	Final Shipment Inspections	Product Testing Labs
TQS (Trustful Quality Services): booking@trustfulservices.com	TQS (Trustful Quality Services):<br><br> <br>booking@trustfulservices.com	BACL (Bay Area Compliance Labs Corp): China, Hardline & Soft line<br><br> <br>Emily Gao emily.gao@baclcorp.com<br><br> <br>Laura Cortes laura.cortes@baclcorp.com
Intertek: Betty Liao<br><br> <br>Email: betty.liao@intertek.com Office: 86-755-2602 0698	Intertek: Shirley Xia<br><br> <br>Email: shirley.xia@intertek.com<br><br> Mobile: +86- 186 0303 3100<br><br> <br>Office: +86-0755-2602 0614<br><br> <br>Address: 1F Bldg. 1, Yuanzheng Science and Technology<br> Industrial Park, No. 4012, Wuhe Ave. North, Bantian Street, Longgang District, Shenzhen, China<br><br> <br><br><br> <br>Li Ya-SC<br><br> <br>(Guangdong/Fujian/Guangxi/ Sichuan/Hunan)<br><br> <br>Office: +86 755 - 2602 0792<br><br> <br>Email: ya.li@intertek.com<br><br> <br><br><br> <br>Jessie Jin-NEC (other province outside above)<br><br> <br>Office: +86 510 83240242<br><br> <br>Email: jessie.y.jin@intertek.com	Intertek: Shenzhen, China, Hardlines Account Manager: Daniel Cheung Email: daniel.cheung@intertek.com<br> Direct: +86 755 2602 0308 China / +852<br><br> <br>3500 9405 HK<br><br> <br>Mobile: +86 139 2657 6323 China / +852<br><br> <br>9527 1454 HK (WeChat/WhatsApp)<br><br> <br><br><br> <br>Customer Service: Haley Xie Email: haley.xie@intertek.com<br> Direct: +86 755 2602-0115<br><br> <br>Intertek Testing Services Shenzhen: 4F Bldg. 1, Yuanzheng<br> Science and Technology Industrial Park, No. 4012, Wuhe Ave. North, Bantian Street, Longgang District, Shenzhen, China
			Intertek: Guangzhou, China, Softline Account Manager: Linky Li<br><br> <br>Email: linky.li@intertek.com Direct: +86 20 2820 9323
			Intertek: Hong Kong, China, Hardlines & Electrical<br><br> <br>Account Manager: Eddie Wong (Primary Hardlines)<br><br> <br>Email: eddie.wong@intertek.com Tel: +852 2173 8791<br><br> <br>Mobile/WeChat/WhatsApp: +852 9311<br><br> <br>2699<br><br> <br>Michael Chan (Secondary Hardlines) Email: michael.chan@intertek.com<br> Tel: +852 2173 8639<br><br> <br>Mobile/WeChat/WhatsApp: +852 9685<br><br> <br>0933
			Account Manager: Betty Tsui (Electrical)<br><br> <br>Email: betty.tsui@intertek.com Direct: +86 852 2173<br> 8543<br><br> <br><br><br> <br>Carter Poon (Secondary Electrical)<br><br> <br>Email: carter.poon@intertek.com<br><br> <br>Direct: +86 852 2173 8558
		Intertek: Hong Kong, China, Softline Account Manager: Brenda Wong Email: brenda.ps.wong@intertek.com<br><br><br> Direct +852 2173 8358<br><br> <br>Mobile +852 9726 1720<br><br> <br>Office +852 2173 8888<br><br> <br>****<br><br> <br>Intertek Testing Service HK Ltd<br><br> <br>6/F Garment Centre, 576 Castle Peak Rd, Kowloon, Hong<br> Kong.
		Intertek: Shanghai, China, Electrical Account Manager: Apple Cang (Electrical) Email: apple.cang@intertek.com<br><br> <br>Direct: +86 21 61278227<br><br> <br>Intertek China<br><br> <br>7/F, Building No.51, 1089 Qinzhou Road (North), Shanghai,<br> China 200233

Five Below Designated Labs & Audit Firms - India

Social Audits and Quality Audits	Final Shipment Inspections	Product Testing Labs
Intertek:<br> Mini Sharma Email: mini.sharma@inte rtek.com<br><br> <br>Office: 91 011 41595460	Intertek: Vikash Bhattacharya<br><br> <br>Mobile: 91-8826321465<br><br> <br>Email: vikash.bhattacharya@intertek.com<br><br> <br><br><br> <br>Shanthakuma A<br><br> <br>Mobile: 91-9677782834<br><br> <br>Email: shanthakumar.a@intertek.com	Intertek: Haryana, India, Hardline & Softline Customer Service: Main contact (Hardines): Abhishek Kumar<br><br> <br>Email: abhishek.1.kumar@intertek.com<br> Direct: 0124 4503527 (Cell # +91 9599781026)<br><br> <br>Address: Intertek, Plot No 290<br> Udyog Vihar Phase II, Gurugram, Haryana 122016<br><br> <br><br><br> <br>Customer Service: Secondary (backup) (Hardlines) contact: Akhilesh Sharma<br><br> <br>Email: akhilesh.sharma@intertek.com
		Intertek: Bangalore, India, Softline Customer Service: Mr. Sudarvel Email: sudarvel.s@intetek.com Direct:<br> +91 9900823806<br><br> <br>Address: 17/F, Industrial Suburb, 2nd Stage, Industrial<br> Area, Yeshwanthpur, Bangalore 560<br><br> <br>022, India
		Intertek: Tirupur, India, Softline Customer Service: Main Contact: Mr. Muthukumar M<br><br> <br>Email: muthukumar.mohan@intertek.com Direct: +91 9790632212<br><br> <br>Address: 501, Opp. To LRG College, Palladam Road, Thennampalayam,<br> Tirupur-641 604, Tamilnadu, India<br><br> <br>Customer Service:<br><br> <br>Secondary (backup) Contact: Mr. Prince PremKumar<br><br> <br>Email: princepremkumar.j@intertek.com Direct: +91 8754012336<br><br> <br>Intertek: Gurgaon, India, Softline<br><br> <br>Customer Service: Main Contact: Mr. Jogesh Kumar<br><br> <br>Email: jogesh.kumar@intertek.com Direct: +91 99729<br> 98941<br><br> <br>Address: 290 Udyog Vihar, PhaseII, Gurgaon, Haryana<br> 122 015, India<br><br> <br>Customer Service: Secondary (backup) Contact: Mr. Mukesh<br><br> <br>Email: mukesh.dulgach@intertek.com<br><br> <br>Direct: +91 70426 95099
		Intertek: Mumbai, India, Softline Customer Service: Mr. Husain Bootwala Email: husain.bootwala@intertek.com<br> Direct: +91 7738522456<br><br> <br>Address: G3, Ground Floor, Akruti Corporate Park, LBS<br> Marg, Opp: Naval Civilian Housing Colony, Kanjurmarg (West), Mumbai - 400 079,<br><br> <br>India
		Intertek: Chenai, India, Softline Customer Service: Gopi PN Direct: +91 44 66019027<br><br> <br>Email: Gopi.PN@intertek.com<br><br> <br>Address: No. 607, 608, 6th Floor, Ticel Bio Park -<br><br> <br>Phase II, CSIR Road, Taramani, Chennai - 600 113.
Bureau Veritas (BV):<br><br> <br>Stephen Nguyen Stephen.Nguyen@bureauv<br> eritas.com<br><br> <br><br><br> <br>Marinela Perucho<br><br> <br>Marinela.Perucho@burea<br><br> <br>uveritas.com	Bureau Veritas (BV):<br><br> <br><br><br> <br>Shenal Edirisinghe Shenal.Edirisinghe@bureauveritas.c<br> om<br><br> <br>Melody Feng<br><br> <br>Melody.Feng@bureauveritas.com	Bureau Veritas (BV): Bangalore, India, Softline Customer Service: Pradipta Kumar<br><br> <br>Email: Pradipta.kumar@bureauveritas.com Mobile: 7760992710<br><br> <br>Address: AKR Tech Park Ground Floor, C Block, Survey<br> no 112 Krishna Reddy Ind. Area 7th Mile Hosur Road Bangalore- 560068, India
		Bureau Veritas (BV): Tirupur, India, Softline Customer Service: Mythili.S<br><br> <br>Email: mythili.s@bureauveritas.com Mobile: +91 9500968025
		Bureau Veritas (BV): Noida, India, Softline Customer Service: Deepak Prasad<br><br> <br>Email: deepak.prasad@bureauveritas.com Mobile: 8448848367<br><br> <br>Address: C-19, Sector-7, Noida- 201301, Uttar<br><br> <br>Pradesh, India
		Bureau Veritas (BV): Noida, India, Hardline Customer Service: Sunil Tomar Sunil.Tomar@bureauveritas.com<br><br> <br>Mobile: 8448800442	DID: +0091.120 4368299

Five Below Designated Labs & Audit Firms – Vietnam

Social Audits and Quality Audits	Final Shipment Inspections	Product Testing Labs
Intertek: Oanh Pham<br><br> <br>Email: Oanh.pham@intertek.com<br><br> <br>Office: +84 28 7305 1088 Ext.113<br><br> <br>84-8-62971094	Intertek: Ms. Thao<br><br> <br>Email: thao.duong@intertek.com Mobile: +84 907<br> 271 087<br><br> <br>Office: +84 28 7305 1088 – ext<br><br> <br>501<br><br> <br>Address: Warehouse 2 – 142 Cong<br> Hoa – Ward 4 – Tan Binh District – HCMC<br><br> <br>Mr. Hien (Softline Inspections)<br><br> <br>Mobile: +84 93 7878 711<br><br> <br>Email: hien.dang@intertek.com	Intertek: Ho Chi Minh City, Vietnam, Softline<br><br> <br>Ms. Silvia: (Softlines)<br><br> <br>Email: silvia.febriani@intertek.com Direct: +84 28<br> 6297 1092<br><br> <br>Address: 8th and 9th Floor of Lobby D,<br><br> <br>S.O.H.O Building, No. 38 Huynh Lan Khanh Street, Ward 2,<br> Tan Binh District, Ho Chi Minh City, Vietnam
		Intertek: Ho Chi Minh City, Vietnam, Hardline<br><br> <br>Mr. Duy (Toys test)<br><br> <br>Mobile: +84 96 697 2488<br><br> <br>Office: +84-28-62971099<br><br> <br>Email: duy.do@intertek.com<br><br> <br>Address: Warehouse 2 – 142 Cong Hoa<br><br> <br>– Ward 4 – Tan Binh District – HCMC<br><br> <br>Mr. Nam Toys test (Sales)<br><br> <br>Mobile: (+84) 937 14 08 14<br><br> <br>Office: (+84) 28 7305 1088 – Ext: 508<br><br> <br>Email: nam.t.nguyen@intertek.com<br><br> <br>Hai Ho (Furniture/Hardlines test)<br><br> <br>Mobile: +84 976 014 199<br><br> <br>Office: +84 2862816898 – Ext 109<br><br> <br>Email: hai.ho@intertek.com
Bureau Veritas (BV):<br><br> <br><br><br> <br>Stephen Nguyen:<br><br> <br>stephen.nguyen@bureauveritas.com<br><br> <br><br><br> <br>Marinela Perucho marinela.perucho@bureauveritas.co<br> m	Bureau Veritas (BV):<br><br> <br><br><br> <br>Shenal Edirisinghe shenal.edirisinghe@bureauveritas.<br> com<br><br> <br><br><br> <br>Melody Feng<br><br> <br>melody.feng@bureauveritas.com	Bureau Veritas (BV): Hanoi<br><br> <br>BUREAU VERITAS CPS VIETNAM LTD.,<br><br> <br>Office Building at Gia Lam Airport Service Area, Group 1,<br> Dam Quang Trung Street, Phuc Dong Ward, Long Bien District, Ha Noi, Vietnam.<br><br> <br>Hardlines Cara Nguyen:<br><br> <br>cara.nguyen@bureauveritas.com (+84) 865 097 897<br><br> <br><br><br> <br>Softlines Gina Phan:<br><br> <br>huonggiang.phan@bureauveritas.com (+84) 98 959 7057<br><br> <br>Rubi Ha rubi.ha@bureauveritas.com (+84) 989<br> 068 561
			HCM location:<br><br><br> <br>Lot C7-C9, Conurbation 2, Cat Lai Industrial Zone, Thu Duc<br> City, HCMC, VN<br><br> <br>Hardlines Caroline Nguyen<br><br> <br>caroline.nguyen@bureauveritas.com<br> (+84) 97 876 6672<br><br> <br><br><br> <br>Cynthia Vuong cynthia.vuong@bureauveritas.com<br> (+84) 96 300 0291<br><br> <br>SOFTLINES<br><br> <br>Tilly Le tilly.le@bureauveritas.com (+84)<br> 962 177 806<br><br> <br>Jane Nguyen jane.nguyen@bureauveritas.com<br> (+84) 987 270 303

Five Below Designated Labs & Audit Firms – United States

Social Audits and Quality Audits	Final Shipment Inspections	Product Testing Labs
Intertek USA: Carrie A. Cowdrey <br><br>Email: carrie.cowdrey@intertek.com Mobile: 616-238-3561	Intertek USA: Michael WongEmail: michael.wong@intertek.com<br> Direct: (862) 216-6290<br><br> <br>**<br><br> <br>Intertek USA: Taisha Aime**Email: taisha.aime@intertek.com<br><br><br> Direct: (973) 941 5534<br><br> <br>3 Gateway Center, Suite 1110,<br><br> <br>Newark, NJ 07102	ntertek: Arlington Heights, IL,
		USA<br><br> <br>Account Manager: Nancy Munoz (Hardlines & Softlines)<br><br> <br>Email: nancy.munoz@intertek.com<br> Direct: 1-312-906-7761<br><br> <br>Address: 545 E. Algonquin Rd. Suite F, Arlington Heights,<br> IL 60005

Five Below Designated Labs & Audit Firms – Bangladesh

Social Audits and Quality Audits	Final Shipment Inspections	Product Testing Labs
	Intertek Bangladesh<br><br> <br>ITS Labtest Bangladesh Ltd. Haidar Tower, House# 668, Choydana,<br> Ward# 34, Gazipur City Corporation, Gazipur-1704, Bangladesh.<br><br> <br>CS Contact:<br><br> <br>Ataur Rahaman<br><br> <br>Mobile: +880 1714162847<br><br> <br>Office: +88 0966 677 6669<br><br> <br>Email: ataur.rahaman@intertek.com<br><br> <br>Back up Contact:<br><br> <br>Mohsina Ahmed<br><br> <br>Mobile: + 88 01714143527<br><br> <br>Office: +88 0966 677 6669<br><br> <br>Email: mohsina.ahmed@intertek.com<br><br> <br>**<br><br> <br>Overall follow up:<br><br> <br>Md. Monir Hossain**<br><br> <br>Mobile: + 88 01714143510<br><br> <br>Office: +88 0966 677 6669<br><br> <br>Email: monir.hossain@intertek.com

Five Below Designated Labs & Audit Firms – Cambodia

Social Audits and Quality Audits	Final Shipment Inspections	Product Testing Labs
Intertek: Cambodia Savorn Sin - Coordinator<br><br> <br>Email: savorn.sin@intertek.com Phone: +855 23 885<br> 421		Intertek: Cambodia<br><br> <br>No. 13 AC. Street 337, Sangkat Boeung Kak I, Khan Tuol Kork,<br> Phnom Penh, Cambodia, 12151<br><br> <br>**<br><br> <br>Ramon Macaraig Jr. (Softlines)**<br><br> <br>Direct: +855 23 885 295<br><br> <br>Mobile: +855 77 555 352<br><br> <br>Office: +855 23 885 421 Ext. 333<br><br> <br>Email: ramon.macaraig@intertek.com
J.	Appendix B – Restricted Substances List for Private Label Products
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Five Below periodically reviews the chemicals used by vendors in its product categories and sets thresholds for their presence in products sold at Five Below in accordance with applicable legal and regulatory requirements. As of January 2025, this includes, but is not limited to, the restricted substances in the below chart. Where practicable, Five Below further directs its vendors to seek alternatives to reduce or avoid restricted substances in the production of private label products.

Substance	CAS #
Bisphenols
Bisphenol A (BPA)	80-05-7
Bisphenol S (BPS)	80-09-1
Flame Retardants
Tris(2-chloroethyl) phosphate (TCEP)	115-96-8
Tris (2,3-dibromopropyl) phosphate (TRIS)	126-72-7
Antimony trioxide	1309-64-4
Tris(1-chloro-2-propyl) phosphate (TCPP)	13674-84-5
Tris(1,3-dichloro-2-propyl) phosphate (TDCPP)	13674-87-8
2-Ethylhexyl-2,3,4,5-tetrabromobenzoate (TBB)	183658-27-7
Bis(2-ethylhexyl)-3,4,5,6-tetrabromophthalate (TBPH)	26040-51-7
Tetrabromobisphenol A (TBBPA)	79-94-7
pentaDBE	32534-81-9
octaBDE	32536-52-0
decaBDE	1163-19-5
Formaldehyde
Formaldehyde	50-00-0
Heavy Metals
Cadmium	7440-43-9
Chromium (Cr6+) Hexavalent	18540-29-9
Lead	7439-92-1
Mercury	7439-97-6
Per- and Polyfluoroalkyl Substances (PFAS)
Perfluoroalkyl and Polyfluoroalkyl Substances (PFAS) measured as Total Fluorine	Various
Phthalates
Di (2-ethylhexyl) phthalate (DEHP)	117-81-7
Benzyl Butyl phthalate (BBP)	85-68-7
Di-n-butyl phthalate (DBP)	84-74-2
Diisononyl phthalate (DINP)	28553-12-0
Diisobutyl phthalate (DIBP)	84-69-5
Dipentyl phthalate (DPP)	131-18-0
Di-n-hexyl phthalate (DHEXP)	84-75-3
Dicyclohexyl phthalate (DCHP)	84-61-7
Diisodecyl phthalate (DIDP)	26761-40-0
Di-n-octyl phthalate (DNOP)	117-84-0
Toxics in Packaging
Toxics in Packaging	Various

Bamboo Rose	66
Bamboo Rose Introduction	66
Bizlibrary	66
EDI (Electronic Data Interchange)	66
Required Electronic Documents	67
Carton Information	68
Carton Marking Instructions	68
Carton Dimension Limits	70
Inner Pack Carton Marking Instructions	70
Carton Packing	70
Merchandise Invoice Instructions	73
Return Instructions	74
Violation Summary	74
Purchase Order Information	78
Purchase Order Instructions	78
Purchase Order Process	78
Domestic Routing Information	79
Routing Guidelines	79
Shipment Packing Instructions	80
Packing List	80
Palletization	81
Bill of Lading (BOL)	82
Prepaid	83
Collect	84
Import Routing Information	85
Onboarding Process	85
Confirmation Process	85
Chargebacks for Non-Compliance—Confirmation Process	86
Booking Process	86
Chargebacks for Non-Compliance—Booking Process	86
Document Instructions	86
Chargebacks for Non-Compliance—Booking Process	86
Container Loading Instructions	87
Full Container Load—FCL	87
General Routing Information	88
Import Security Filing	88
Special Requirements for Air Shipments Containing Lithium Metal and Lithium-Ion Batteries	88
Safety of Life at Sea Act (SOLAS)	89
Direct to Store Shipments	89
Store Direct Shipment Instructions	89
Packing List	89
Labeling	89
Palletized Store Deliveries	89
Direct to Store Deliveries via 3rd Party Carriers	90
Direct to Store Delivery Appointments and Receiving Process	90
Direct to Store Invoicing Process	91
Direct to Store Contact Information	91
Vendor Managed Inventory (VMI)	91
Vendor Managed Inventory Program	91
Service Level Agreement (SLA)	92
Agreed Assortment	92
Clearance/Returns/Expired Goods	92
Vendor Managed Inventory Invoicing Process	92
VMI Store Execution Contact Information	92
Five Below Corporate Office	92
Vendor General Conduct Requirements	92

Bamboo Rose

Bamboo Rose Introduction

System used for new vendor onboarding as well as entering item information and reviewing Pos. Five Below utilizes Bamboo Rose as our web-based vendor facing portal that all vendors are required to use for the following:

●	Vendor set up and import factory onboarding
●	New Item Setup (all items)
---	---
●	PO Management, PO tracking, and PO Acceptance
---	---
●	BRsupport@fivebelow.com available for questions and training
---	---
●	Upon vendor onboarding, you will receive a link, log in, and password for Bamboo Rose and the Biz Library.
---	---
o	https://fivebelow.bamboorose.com/prod/login.do
---	---
●	Vendor Notifications for Items and POs can be set up in the Emails tab on your Supplier Site.
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Bizlibrary

-	Website that includes all training videos for Bamboo Rose.
-	All videos and training material found on the Five Below Bizlibrary.
---	---
○	https:// 5bu.bizlibrary.com/
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EDI (Electronic Data Interchange)

In addition to Bamboo Rose, Five Below requires all domestic and import vendors to trade using EDI communications. All EDI data to or from Five Below is processed through SPS Commerce, a SaaS provider of supply chain solutions. SPS Commerce offers a range of hosted EDI solutions ranging from web browser based to direct integration with back end applications. If the Vendor has in-house EDI capabilities or has already partnered with an eCommerce enablement company, Vendor may certify existing capabilities for Five Below’s EDI program through SPS Commerce.

For more information regarding how to enable EDI capabilities with Five Below, contact SPS Commerce’s Client Services department.

SPS Commerce Client Services

www.SPSCommerce.com

866-245-8100

ClientServices@SPSCommerce.com

Vendors with existing services through SPS Commerce or have questions regarding Five Below’s EDI program, should contact SPS Commerce’s Customer Operations team:

SPS Commerce Customer Operations

www.spscommerce.net – 888-739-3232

support@spscommerce.com - SPS Production Support Center

implementation@spscommerce.com – Web Implementation

editesting@spscommerce.com -EDI Testing/Certification (For Active Testing Projects Only**)

billing@spscommerce.com – SPS Billing

For Vendors that do not use SPS, Vendor will be assessed a one-time charge for the 6 weeks of set up and testing. SPS will notify Five Below once testing is complete. Extension fees will apply if testing is not completed on time and will recur until testing is finished.

If you are a current SPS customer, or plan on using SPS as your EDI platform (as does five below) you will work with SPS to finalize a contract based on your volume and other Retail partnerships.

If a new EDI system is installed or any major changes are made to Vendor’s existing system, SPS Commerce must be contacted for re-certification of the trading partnership, ensuring that future transmissions continue to meet Five Below’s standards.

Fulfillment Help – Advice and answers from theSPS Commerce Team

http://help.fulfillment.spscommerce.com/

SPS Training Center – Learn about SPS Fulfillment

https://trainingcenter.spscommerce.com/

SPS Support Center

https://supportcenter.spscommerce.com/spscommerce

Required Electronic Documents

SPS Commerce hosts the most current documentation related to Five Below’s EDI program on a Five Below specific portal. SPS will assign a username and password which will allow Vendor to access Five Below’s Trading Partner Specific Documentation:

www.spscommerce.net

The following document types are supported by Five Below through SPS Commerce and are required for all EDI enabled vendors unless specifically noted as optional:

●	850 Purchase Order (all vendors)
o	Five Below utilizes the 850 Replace for revisions and 850 Cancellation for order cancellations
---	---
●	855 Purchase Order Acknowledgement (optional)
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●	856 Advanced Shipment Notice* (ASN) (carton level detail) (all vendors)
---	---
●	810 Invoice (all vendors)
---	---
●	864 Text for ASN errors (import vendors only)
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*856 Carton Level (UCC 128) ASN required for all freight.Pallet label level ASN may be used for single item pallets. All vendors have approval to utilize single sku pallet ASN labels.

Carton Information

Carton Marking Instructions

All merchandise is required to be shipped in case pack quantity and must arrive in a sealed, conveyable corrugated carton. Each carton MUST contain the following information, either printed on the corrugate or a printed label.

●	The company name: 1616 Holdings, Inc.
●	PO number
---	---
●	UPC
---	---
●	Vendor Name
---	---
●	Item Number
---	---
●	Item Description
---	---
●	Quantity included
---	---
●	Carton count of total count
---	---
●	Weight
---	---
●	Cubic Feet
---	---
●	Made in Country
---	---
●	The Batch/Lot Production number, per Consumer Product Safety Commission, should be visible when applicable
---	---
●	Glass/fragile product must have master cases marked with ‘Fragile’ on all 4 sides, with UP Arrows
---	---
●	If applicable, please add UP Arrows on all 4 sides if cartons. Cartons must face upwards to prevent product damage or spillage.
---	---

Carton Dimension Limits

All cartons must meet a minimum size and weight of the following, to enable flow of all cartons on conveyance systems:

MINIMUM carton size: 6”L x 4”W x 2”H

MINIMUM carton weight: 2 pounds

Any carton considered conveyable has maximum size and weight of the following:

MAXIMUM carton size: 36”L x 22”W x 24”H

MAXIMUM carton weight: 40 pounds

Any carton dimensions that fall outside of the Carton Dimension Limits must be approved by a member of the Five Below vendor relations team. Requests for approval should be sent to VendorRelations@fivebelow.com. Any unauthorized carton dimensions outside of the carton dimensions limits will be subject to a chargeback.

Inner Pack Carton Marking Instructions

Processing cartons in case pack is preferred, however there may be exceptions that require inner pack cartons. If approved, inner pack cartons MUST be sealed and clearly labeled with the following information:

●	UPC
●	Item Number
---	---
●	Item Description
---	---
●	Quantity
---	---

Carton Packing

●	Ship full cases, single items per case. Exceptions include “pack by store” orders, assortments, or pre- pack (PPK)

●	Cartons of the same item (SKU) must be packed using identical packaging dimensions and unit count on each PO and across multiple<br> PO’s
●	Cartons must be packed in accordance with the PO as follows:
---	---
○	For items shipping in full cases, the case pack quantity must match the pack quantity listed on the PO
---	---
○	For items shipping in master/inner cases, both the master case pack and inner pack quantities must match the pack quantities listed<br>on the PO
---	---
○	For Pre-pack items, the configuration quantities of the individual items within the Pre-pack case must match the configuration quantities<br>on the PO
---	---
●	Goods must be packed to ensure they arrive in a safe and saleable condition. Damage due to poor or inadequate packaging will result<br>in a chargeback
---	---
●	Both master cartons and inner packs must be of corrugated cardboard (minimum of 2-ply cardboard). The carton must be constructed such<br>that it can be handled, palletized, and conveyed on automated rollers and conveyor systems
---	---
●	Cartons must not be shrink-wrapped in plastic. Exceptions include dumbbell weights or other expressly permitted items such<br>as liquids
---	---
●	No plastic strapping or banding is allowed without approval
---	---
●	Inner Polybags are not acceptable. Exceptions with approval
---	---
●	Ensure cartons are packed efficiently to minimize air and avoid crushing
---	---
●	Cartons must be dimensionally stable
---	---

The corners cannot be crushed and sides, top, and bottom cannot be rounded or bulging

●	Any tape or glue used in carton construction must be secure and stay intact when the carton is handled and transported on automated<br>conveyors
●	The merchandise in whole or in part cannot protrude from the outside of the carton.
---	---
●	Do not use Flo-Pak peanuts for case dunnage
---	---
●	Each item of Goods ordered must have a standard UPC with a scannable barcode . We accept 8 digit truncated UPC, 12 digit UPC , 13<br>digit EAN or 14 digit GTIN
---	---
●	Each item on a purchase order must arrive in a single case pack and pallet configuration. Multiple case pack and/or pallet configuration<br>will not be accepted
---	---

Seasonal Icons

Master Carton Icons were created to classify Direct Import seasonal merchandise and to easily identify it at DC and store levels. The matching icons, colors and year identify seasonal merchandise by holiday, separating the cartons from everyday goods. Vendors will be informed by the Five Below buyer of products that require the seasonal icons. Any questions regarding seasonal icons please email Vendorrelations@fivebelow.com

Requirements:

●	All 4 sides of carton should have the seasonal icon in the<br>upper right-hand corner with selling year under icon
●	All carton descriptions and markings should be in the correlating pantone color as advised each year.<br><br> <br><br><br> <br>Seasonal icon measurements should be scaled up or down depending on the carton size
---	---

Carton Marking Reference Guide

Merchandise Invoice Instructions

Domestic and Import will submit all merchandise invoices via EDI 810.

Import Vendors will submit all merchandise invoices via the Freight Forwarder.

Any inquiries or technical issues should be emailed to invoices@fivebelow.com

Return Instructions

●	Damages observed at point of receipt will be communicated to Vendor upon inspection, and cost of goods<br>will be charged back to Vendor. If damaged goods are requested to be returned, Vendor will assume shipping costs and arrange for pick<br>up.
●	Vendor must respond to Five Below with a Return Authorization Number (RA#) within 48 hours of request.
---	---
●	If no routing is specified by Vendor, the goods will ship prepaid by Five Below carrier and will be charged back to Vendor.
---	---
●	RTVs must be scheduled in the same manner as deliveries.
---	---
●	Bill of Lading must reference a Five Below PO # and Ship-To Vendor name/address.
---	---
●	Bill of Lading must be emailed to Receiving before carrier arrives to pick up RTV freight.
---	---
○	DC003<br> Pedricktown, NJ, contact: PTinbound@FiveBelow.com
---	---
○	DC004<br> Forsyth, GA, contact: ForsythInbound@FiveBelow.com
---	---
○	DC005<br> Conroe, TX, contact: ConroeAppointments@fivebelow.com
---	---
○	DC006<br> Buckeye, AZ, contact: SCAZ-inbound@fivebelow.com
---	---
○	DC007<br> Indianapolis, IN contact: scin-inbound@fivebelow.com
---	---

Violation Summary

Five Below’s goal is to establish a solid partnership and working relationship with Vendors who have demonstrated their ability to partner with us in providing our customers with quality product at great prices. The chargeback policy is a financial incentive for our Vendors to become familiar with and closely follow our standards.

The following schedule lists specific issues and fees for each violation. Chargebacks are enforced to recoup cost of business and are not for financial gain. This list is not intended to include every potential chargeback and does not (in any way whatsoever) limit Five Below’s rights and remedies (which are further described in Five Below’s Purchase Order Terms and Conditions in Section 1 Legal).

There will be a $100 per Purchase Order administrative fee assessed for each incident of non-compliance in addition to the following specific fees listed below:

Area	Violation	Penalty	Measured Unit
Purchasing	Receipt of backorder (shortship)	5% of cost of backorder	Per shipment
	Overage quantity received	3% of PO cost for overage up to $750	Per shipment
	Incorrect item received	3% of cost up to $750	Per Purchase Order
	Lack of, or incorrect, UPC on item<br><br> <br>· if<br> repack required<br><br> <br><br><br> <br>· if<br> able to correct via system update	$0.50<br><br> <br>3% up to $750	Unit<br><br> <br>PO
	Incorrect case pack dimensions during item set up negatively effecting landed cost	$5	Carton
Packing	Incorrect inner pack or master pack	3% of cost up to $750	Per Purchase Order
	Incorrect carton marking	3% of cost up to $750	Per Purchase Order
	Carton dimensions or weight outside parameters	$50	Pallet
	Unapproved plastic banding on cartons or individually shrink-wrapped master carton	$5	Carton
	Poor product packaging (improper sealing or closure, under/overpacking,<br> insufficient for<br><br> <br>handling)	$5	Carton
	Missing or incorrect packing slip (Domestic only).	$300	Per shipment
	Missing or Incomplete Carton or Pallet Label	3% of cost up to $750	Per Purchase Order
	Incorrect Bill of Lading (Domestic only)	$200	Per shipment
Palletization (domestic only)	Incorrect pallet loading	$50	Pallet
	Broken Pallets	$50	Pallet
	Unapproved CHEP pallet	$50	Pallet
	Unapproved floor loaded shipment	$1,500	Trailer
All Inbound Shipments	Shipping to the incorrect DC	$750 per day on lot, plus cost to reroute	Trailer
	Inadequate Delivery Vehicle (lip of trailer must be at least<br> 50 inch off ground). Standard dock plate is<br><br> <br>47 inches	$1,500	Trailer
Domestic Shipments	Cartons not grouped by PO, then UPC/item/style number	$50	Per Pallet
	Failure to use slip sheets for multiple items on the same pallet	$50	Per Pallet
	Failure to accurately book an RTS for a Purchase Order 72 hours prior to ship date for domestic collect orders	$150	Per Purchase Order
	Failure to accurately book a Purchase Order using TMS for FOB orders.	3% of cost up to $750	Per Purchase Order
	Appointment not made 48 hours in advance of requested appt date	$150	Per Appointment
	Missed/Late/Unappointed Appointments w/o communication	5% of cost up to $750	Per Appointment
	Late Shipment (arrive after the cancel date because of late booking)	5% cost of order	Per Purchase Order

	Collect – Origin Change after RTS	$100 admin fee	Per Order
	Accessorial violations	Examples include: Detention/overweight/re- weigh fee/ incorrect<br> shipping method based on<br><br> <br>pallet counts (+/-) ,TONU	Full cost of added fee
Import Shipments	Vendor not ready by confirmed and agreed upon date	5% cost of order (buyer applicable charge)<br> plus Freight Forwarder charge<br><br> <br>of $200.	Per Purchase Order
	Vendor ships from a port other than the confirmed and agreed upon port	$150 plus $25/cbm (Five Below Charge)	Per Purchase Order
	Failure to book than 21+ days prior to ship date	Freight Forwarder charge<br><br> <br>$200	Per Purchase Order
	Missed sailing due to vendor production lateness	5% cost of order plus cost to expedite<br> freight (buyer<br><br> <br>applicable charge)	Per Purchase Order
	Documents not uploaded within 3 working days of the sail<br> date or missing information. All Freight<br><br> <br>Forwarder charges.	1-7 days Late $100 8-12 days late $200<br><br> <br>13+ days late $250	Per Document, Per Day late + Pass<br><br> <br>through Fee's
	Container light load - vendor opted to ship under- utilized<br> container versus delivering goods to CFS<br><br> <br>warehouse for consolidation	$100 (Five Below Charge)	Per CBM
	Cartons not grouped by PO, then UPC/item/style number. (Five Below Charge)	3% of cost up to $750	Per Purchase Order
**	It is Vendor’s responsibility to ensure that all parties<br>in its distribution operation are fully aware and informed of these fees. Five Below’s goal is to have zero chargebacks and move<br>product in a timely and efficient manner. Quantity or pricing chargebacks will be created when the invoice is processed. There will be<br>90 days from the chargeback creation to dispute.
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Disputes Contacts:

-	Shortage and cost variances: Invoices@FiveBelow.com
-	Routing Agreement violations disputes
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○	DC003<br> Pedricktown, NJ, contact: PTinbound@FiveBelow.com
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○	DC004<br> Forsyth, GA, contact: ForsythInbound@FiveBelow.com
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○	DC005<br> Conroe, TX, contact: ConroeAppointments@fivebelow.com
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○	DC006<br> Buckeye, AZ, contact: SCAZ-inbound@fivebelow.com
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○	DC007<br> Indianapolis, IN contact: scin-inbound@fivebelow.com
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-	Unresolved disputes & questions: VendorRelations@FiveBelow.com
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Minimum Dating Requirements

In order to ensure our customers are provided with quality product, Five Below has created the following guidelines that our vendors must follow as it pertains to minimum dating of products to a Five Below Distribution Center. Failure of a vendor to adhere to the minimum dating required may result in rejection of goods, cancellation of orders, return or disposal of goods, chargebacks, and/or any other rights or remedies which Five Below may have at law or in equity.

For Vendor Managed Candy and Food, see requirements in vendor agreement related to vendor managed inventory (VMI)

Purchase Order Information

Purchase Order Instructions

●	Five Below’s commitment to purchase goods arises only upon Five Below’s issuance of a Purchase Order. Any forecasts, commitments,<br>projections, representation about quantities to be purchased or other estimates provided to Vendor are for planning purposes only and<br>shall not be binding on Five Below and Five Below shall not be liable for any amounts incurred by Vendor in reliance on such estimates
●	All orders must be supported by a Five Below Purchase Order Number
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●	F.O.B. Point includes the shipping point of origin for domestic FOB and import orders
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●	Substitution for out-of-stock items without written approval by Five Below is prohibited
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●	Partial shipments are not permitted. It is expected that all orders ship “on-time” and are “in full.”<br> Back orders are not permitted without written approval from Five Below
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●	Five Below may also issue pre-split orders written to a specific DC location, for specific regional needs. These Pre-split orders<br>will be a 7 digit PO# and will not contain the DC suffix.
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●	No orders are given by Buyer verbally or in writing except by an official Purchase Order
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●	Any shipment not written to a specific DC and are written at the parent PO level will at a later date be split at a child PO level<br>that includes a DC location.
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●	Parent PO will incorporate the total volume of the order prior to be being broken down to the split / child PO level.
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PO Type	Example	Supplementay<br><br> <br>Info
---	---	---
Parent PO (7 Digits)	4214692	Without DC Split
Split/Child PO (10 Digits)	4214692003	With DC code

Vendor cannot change item quantity or case pack quantityafter the purchase order has been issued. In addition, this item quantity or case pack quantity must remain the same for all future shipmentsunless a change is approved by Five Below. Vendor must email buyer to receive advance approval.

Purchase Order Process

For purchase orders to be received at Five Below, you will receive orders written to any of our distribution facilities/shipcenter:

0003 – Pedricktown, NJ

0004 – Forsyth, GA

0005 – Conroe, TX

0006 – Buckeye AZ

0007 – Indianapolis, IN

00010 – Overseas Consolidation Facility

00011 – Domestic Bulk Orders

Domestic Vendors will receive a Bulk PO written to DC11, which is a non-shipping location. Approximately 45 days before the ship date, you will receive new split POs to DCs 3, 4, 5, 6 and 7. (POs written inside the 45- day window will be split as soon as possible after the initial PO) These split POs will include the specific quantity to ship for each distribution facility/ship center. This is to accommodate our growing distribution network and ensure we have inventory in the correct region to support retail demand. You will ship and invoice against the split POs which will be designated with a 003, 004, 005, 006, 007 at the end. It is preferred (but not required at this time) that the cartons be marked with the 003, 004 005, 006 or 007 suffix.

Import Vendors will work through APLL or Maersk. Import routing information found in section H. Import vendors will receive a bulk PO written to DC10, which is a non-shipping location. Approximately 45 days before the ship date, you will receive new split POs to DCs 3, 4, 5, 6, 7. (POs written inside the 45-day window will be split as soon as possible after the initial PO). These split POs will include the specific quantity to ship for each building. This is to accommodate our growing distribution network and ensure we have inventory in the correct region to support retail demand. You will ship and invoice against the split POs which will be designated with a 003, 004, 005, 006 or 007 at the end. It is preferred (but not required at this time) that the cartons be marked with the 003, 004, 005, 006 or 007suffix.

If you have not received your split POs within the appropriatetime, please follow-up with your buyer.

Domestic Routing Information

●	ALL Purchase Orders are to be shipped to ARRIVE at the distribution centers between the EARLIEST “Ship” and<br> “Anticipate/Cancel” dates.
○	All Beauty / Cosmetic pack by store purchase orders are to be shipped to arrive at the distribution centers between the<br> “Ship” and “Cancel” dates.
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●	All appointments for Full Truck Loads (FTL) must be scheduled at least 48 hours in advance of the delivery date / appointment and<br>Less Than Truckloads (LTL) 24 hours in advance of delivery date.
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●	Appointments will only be scheduled between the “EARLIEST Ship” and “Anticipate/Cancel” date. No<br> appointments will be scheduled outside of this window without written approval of Five Below.
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●	Prior to making an appointment, packing lists must be scanned to the appropriate email address(es) listed below.
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●	Appointments can be made using the TMS Manhattan portal.
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TMS Contacts:

●	TMSsupport@fivebelow.com -New or existing vendors that haven't received TMS login information.
●	Inboundfreightteam6@fivebelow.com -Domestic collect vendors with questions about their bookings/RTSs.
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Routing Guidelines

All domestic vendors are required to use Five Below’s Transportation Management System (TMS) to create bookings before purchase orders are shipped.

TMS Contacts:

●	TMSsupport@fivebelow.com -New or existing vendors that haven't received TMS login information.
●	Inboundfreightteam6@fivebelow.com -Domestic collect vendors with questions about their bookings/RTSs. TMS training materials<br>can also be obtained via this address.
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Below is an example of a Five Below Purchase Order

●	In above example, the Five Below distribution center will assign delivery orders for this appointment between Jan 15 (Earliest Ship<br>Date) and Feb 8 (Anticipate/Cancel Date).
●	Vendors or vendor carrier are responsible for requesting an appointment, Via FB TMS, 24 hours (LTL) or 48 hours (TL) prior to their<br>requested delivery date.
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●	The Five Below Distribution Center will appoint this order within delivery window, based on appointment availability (assuming the<br>appointment request is made within the above appointment guidelines)
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●	In all cases appointments should be requested at least 72 hours prior to the Anticipate/Cancel date to ensure the Five Below distribution<br>center has available appointments.
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Shipment Packing Instructions

Packing List

●	A packing list is to be EMAILED and included with delivery to the respective distribution center at the time of shipment.
○	DC003 Pedricktown, NJ: PTinbound@FiveBelow.com
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○	DC004 Forsyth, GA: ForsythInbound@FiveBelow.com
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○	DC005 Conroe, TX: ConroeAppointments@fivebelow.com
○	DC006 Buckeye, AZ,: SCAZ-appointments@fivebelow.com
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○	DC007 Indianapolis, IN: scin-inbound@fivebelow.com
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●	Include in the subject line of the email:
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○	Purchase Order Number
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○	Vendor Name
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○	Bill of Lading/PRO Number (for PO’s with multiple loads)
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●	The following must be included on the packing list:
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○	The Five Below Purchase Order #
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○	Vendor name and address
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○	The number of cartons and total quantity of each item shipped
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○	Five Below Item#, Item description, UPC#
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○	Case pack quantity
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●	A physical packing list must also be included with each shipment. The lead carton must have a packing list attached to it that<br>is clearly visible on the outside of the lead pallet; also include the packing list IN the lead carton. If a shipment is spread over multiple<br>trailers, there must be a packing list for each trailer that corresponds with the product on that trailer. A single packing list reflecting<br>product on multiple trailers will not be accepted.
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Palletization

●	Use 40” by 48” wooden pallets (do not use pallets with plastic feet)
●	Pallets must be 4-way entry style pallets.
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●	No Block Pallets
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●	Five Below does not participate in the CHEP pallet recycling program. If you have any questions, please contact vendorrelations@fivebelow.com
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●	Pallet exceptions must be reviewed by vendorrelations@fivebelow.com
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●	The top and bottom boards must maintain a minimum thickness of 5/8 of an inch. All stringers must be stable and without cracks.
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●	Pallets must be structurally stable and all top and bottom boards must be attached and in good condition.
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●	Maximum weight of pallets is 1,700 lbs.
●	Every effort should be made to maximize the number of cartons on a pallet while maintaining quality and a safe delivery with a recommended<br>minimum height of 48 inches, but maximum of 92”
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●	Stretch wrap must be used to secure the product and must grasp the corners of the pallet
●	Pallet labels are to be used on each pallet
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○	Pallet labels should include: PO number, product item number, pallet carton total
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○	Pallet labels should be approximately 8 1/2” x 11” to ensure clear visibility
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Domestic orders with ASN Pallet labels (for single item pallets) instead of carton labels requires approval from Five Below. Please email Vendorrelations@fivebelow.com

●	Carton markings must be facing outward
●	UCC-128 Label must be on the top right corner of the carton.
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●	If pre-approved to ship international orders on pallets, follow these requirements
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○	Wood Packaging Materials – IPPC – ISPM 15 (NIMF<br>15) and 7CFR 319.40
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○	Meet the International Plant Protection Convention’s<br>(IPPC) International Standards for Phytosanitary Measures No. 15 (ISPM 15)
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○	IPPC – Treaty under the supervision of the United Nations’ Food and Agriculture Organization
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○	ISPM 15 – Internationally-accepted measures which require that:
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○	WPM is debarked and subsequently heat-treated or fumigated by methyl bromide
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○	Stamped<br>or branded with the IPPC mark of compliance (‘wheat stamp’):
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●	Pallets must be packed per SKU; if order size dictates SKU consolidation is necessary, group SKUs together by layering SKUs per pallet.<br>Use a slip sheet or plastic sheet to separate SKUs. A chargeback will result if the pallet is not grouped and layered by SKU
●	Pallets must be packed such that the cartons are flush with the pallet; overhanging cartons will be subject to damage. This will result<br>in a Vendor Chargeback
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●	Multiple pallets of the same item (SKU) must be built with a consistent TI-HI configuration and case quantity
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●	Pallets must be built as a stable interlocking block, without column stacking
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●	Pallets cannot be built with a hollow center.
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●	All product must be palletized on acceptable pallets as listed above. Slip sheets are not acceptable as a standalone shipping method<br>and will result in a chargeback
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●	No DOMESTIC floor loaded deliveries will be accepted unless approved by Vendor Relations
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Bill of Lading (BOL)

All Bill of Ladings must contain the following information:

●	Destination Distribution Center address as well as the DC identifying number
●	Freight Terms (Collect, Prepaid)
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●	Vendor name and complete ship from address
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●	Vendor’s ID number
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●	Ship date
●	Carrier name
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●	Purchase Order #
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●	Carton and pallet counts
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●	Weight
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●	Ship Request # (required for collect POs, optional for prepaid POs)
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●	Appointment # (required for prepaid POs, if value is known)
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●	Seal number attached to the trailer by the vendor
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●	Accurate NMFC # for LTL shipments
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●	IMPORTANT Consignee name and address must match PO
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●	The shipper is responsible for providing the correct freight classification and including it on the BOL
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●	Vendor is not to indicate any additional services or service upgrades on the BOL without prior written permission from Five Below
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●	Unless approved, ALL domestic deliveries must be palletized
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●	The Five Below Ship Center will sign for the total pallets delivered and mark the BOL “Subject to Count” or “Said<br>to contain”.
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●	The vendor/shipper is responsible for any shortages until reconciliation process is complete.
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●	Carton level reconciliation will NOT be completed while the driver waits
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●	The Five Below receiving team will reconcile the shipment to the carton level after driver departure.
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Prepaid

Vendor is responsible for selection of carrier, freight costs, and appointment scheduling.

●	All purchase orders are required to be booked within Five Below’s TMS portal at least 72 hours prior<br>to ship date. This is also referred to as creating a “ready to ship” or “RTS”. Please refer to the TMS training<br>materials for specific requirements.

Failure to book a purchase order 72 hours prior to the ship date will result in a chargeback.

●	The “RTS” must include actual pallet counts, weights, and correct pickup facility.
●	Unit and/or pallet counts must be accurate during the booking. Failure to provide accurate data will result<br>in a chargeback. Example: Vendor booked entire shipment, only partial was shipped
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●	All FTL shipments must be scheduled within TMS at least 48 hours in advance of the delivery date, and LTL shipments 24 hours prior<br>to delivery. Appointments will only be scheduled between the “Ship” and “Cancel” date. No appointments will be<br>scheduled outside of this window without written approval of Five Below
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●	Appointments will either be Approved, Countered, or Rejected within TMS. If the appointment was Countered, Vendor must reconfirm the<br>appointment in TMS
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●	Vendor must include ALL purchase orders numbers in an appointment. If multiple purchase orders are included within an RTS, the appointment<br>should be made on the shipment level which will include all POs. Failure to do so will result in a chargeback
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●	It is the Vendor’s choice whether to obtain insurance for the shipment. Five Below will not honor any insurance charges<br> that are billed by the Vendor
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●	Prepaid vendors are expected to indicate the carrier during the booking process and ensure their carriers are requesting appointments<br>in TMS
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●	All Vendors whose representatives or carriers enter a Five Below location must ensure compliance with any and all Five Below policies<br>and procedures relating to minimal contact and social distancing, personal hygiene, and the wearing of masks and other personal protective<br>equipment (PPE)
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○	Such representatives shall also follow the guidance of local, state and federal governments in regard to physical distancing and the<br>wearing of masks and other PPE
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Collect

Five Below is responsible for selection of carrier and freight costs

●	All<br> purchase orders are required to be booked within Five Below’s TMS portal at least 72<br> hours prior to ship date. This is also referred to as creating a “ready to ship”<br> or “RTS”. Please refer to the TMS training materials for specific requirements.

Failure to book a shipment at least 72 hours prior to the ship date will result in a chargeback

●	Shipments<br> must be ready for pickup on ready to ship date entered by vendor.
●	Unit and/or pallet counts must be accurate during the booking. Failure to provide accurate data will result in a chargeback. Example:<br>Vendor booked entire shipment, only partial was shipped.
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●	Please make sure the correct Freight Classification / NMFC are provided during RTS.
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●	All shipments sent to the same destination either shipping within the same week or with the same Ship/Antic dates should be submitted<br>together.
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●	Must cancel pickup request 24 hours prior to pickup
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●	Five Below will perform the routing within TMS. Vendor must ensure origin facility is accurate when booking in TMS
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●	TMS will assign a Carrier and create the Bill of Lading (BOL). Five Below requires that Vendors use the BOL provided by Five Below<br>or Five Below’s assigned carrier unless instructed by Five Below. Any charges related to using a BOL other than provided by Five<br>Below will be paid by vendor.
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●	Vendor’s<br> pick up location is required to validate the driver’s name, license #, MC #, and trailer<br> # which will be provided for full truckload shipments prior to arrival of driver. Shipments<br> should only be loaded once all information is validated. Vendor is to contact InboundFreightTeam6@fivebelow.com<br> if any information is missing or unable to be validated. Vendor may be held liable for<br> any resulting loss of goods if non-compliant.
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Five Below Distribution Centers:

DC 003 PEDRICKTOWN NJ:	DC 006 BUCKEYE AZ:
5 Gateway Blvd.	2150 S. Miller Rd
Pedricktown, NJ 08067	Buckeye AZ 85326
Main: 856.376.5342	Main: (623) 264-6700
E-Mail: PTInbound@fivebelow.com	E-Mail: SCAZ-inbound@fivebelow.com
DC 004 FORSYTH GA:	DC 007 Indianapolis, IN:
270 Logistics Center Parkway	12050 East McGregor Road
Forsyth, GA 31029	Indianapolis, Indiana 46259
Main: 478.992.7200	Main: 463-895-5300
E-Mail: ForsythInbound@fivebelow.com	E-Mail: SCIN-Inbound@fivebelow.com
DC 005 CONROE TX:	****
950 Conroe Park Drive West
Conroe, TX 77303
Main: 936-320-0460
E-Mail: ConroeInbound@fivebelow.com

Import Routing Information

All Direct Import vendors are to book with Five Below’s nominated Freight Forwarder and Consolidator. All suppliers must meet Five Below’s social compliance and CTPAT criteria before onboarding with FB’s freight forwarder. Please reference “Five Below Vendor Agreement - Part 2 of 3, Compliance” for more information.

Samuel Shapiro is Five Below’s Licensed Customs Broker.

Outlined below is the forwardersinitial contact details should you need to be set up and trained on either system.

Forwarder
Apl Logistics	Willie Malone	Willie_malone@apllogistics.com
Apl Logistics	Pamela Loniewski	pamela_loniewski@apllogistics.com
Maersk Logistics	Patricia Felton	Patricia.Felton@ins.maersk.com

Onboarding Process

New vendors will need a login and password to the freight forwarder’s booking portal which can be obtained from the local forwarder’s office. Forwarder will require the vendor's name, vendor number, address, point of contacts, phone number and email address. The Vendor will receive a factory registration form at this point.

For any additional support, email supplychain@fivebelow.com

Confirmation Process

Five Below’s Direct Import program is FOB (Foreign) Port. Purchase Order states FOB Port, where the shipping port is specified. Vendor is responsible for shipping costs to the specified port or consolidation point.

1.	Pre-Booking Milestone: Within 48 hours of receipt of the Purchase Order, Vendor must review each Purchase Order to ensure all information<br>is correct. Please specifically review the following: ship date, payment terms, port of lading, style number, UPC number, unit quantity,master and inner carton quantity, and item cost.
a.	Presuming the information is correct, “Accept” the purchase order within Bamboo Rose
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b.	If any item is incorrect, either enter a collaboration in Bamboo Rose or email the Five Below Merchandising team
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c.	Once the order is revised, please accept the po in Bamboo Rose.
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d.	Only Accepted orders can be booked in the freight forwarders system.
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2.	Direct Import orders are primarily written to DC 10, while others may be DC specific. Orders written to DC 10 are ‘bulk’<br>POs, where quantities to Five Below Distribution Centers have not yet been determined. Vendor should produce the order and await DC specific<br>quantity, which will occur 45 days prior to PO ship date.
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3.	45 Days prior to the PO Ship date (Vessel Sail Date), the PO will be split in forwarder portal to reflect quantity by PO Line to each<br>DC. At this milestone, Vendor must confirm readiness for the ready date / ex-factory date and ‘Accept’<br>the order. If not ready, the vendor should either enter a collaboration in Bamboo Rose or email the Five Below Merchandising team. Vendor<br>must provide a reason (Safety Test failed; Waiting for Sample Approval, Production Issue, Raw Material Issue), provide a revised ready<br>date, and alert the Five Below Buyer immediately.
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Chargebacks for Non-Compliance—Confirmation Process

●	If vendor is not ready by the confirmed and agreed upon date, they will be subject to a<br>chargeback of 5% of Purchase Order cost unless Five Below has requested a later sailing or vendor received approval from Five Below
●	If vendor does not ship from confirmed and agreed upon port, they will be subject to a chargeback<br>of $150 plus $25 per cbm. Five Below also reserves the right<br>to chargeback vendor for any additional costs incurred due to inaccurate forecasting, container utilization, or additional port fees not<br>considered with original agreed upon port
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Booking Process

1.	21 days prior to Purchase Order ship date, the Purchase Order must be booked in forwarder portal
2.	Booking can occur once POs are split, 45 days prior to the ship date
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3.	CRD needs to be read as “Cargo Receipt Date” and not Cargo Ready Date
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a.	CY Booking = CRD will be – date when cargo can be gated -in.
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b.	CFS Booking = CRD will be – date when custom cleared cargo can be delivered at CFS as per carting order
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4.	Goods should be ready 10 days prior to the cargo ready date.
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5.	If you wish to group multiple Purchase Orders together and load at factory to one destination, all orders<br>must have ship dates within 7 days of each other. Any changes or requests to consolidate outside of this window require Five Below Buyer<br>approval
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6.	If you wish to group multiple Purchase Orders together and load at factory to one destination, all orders<br>must have ship dates within 7 days of each other. Any changes or requests to consolidate outside of this window require Five Below Buyer<br>approval
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7.	Shipments may be full container loads, less than container loads, or a mix of both. Vendor must book full<br>container loads and less than container loads by PO separately. Anything over 80% of one 40’ container may be factory loaded and<br>shipped as a full container
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8.	At the time of the booking, Shipper completes the Import Security Filing (ISF) information in the Forwarder<br>Booking Portal
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Chargebacks for Non-Compliance—Booking Process

●	Failure to book less than 21 days prior to ship date will result in a 1% chargeback (every<br>3 days late) to the PO cost
●	Failure to catch a sailing due to vendor production lateness will result in a chargeback of 5% of Purchase<br>Order cost, unless Five Below has requested a later sailing or vendor received approval from Five Below. Five Below reserves theright to request the vendor to expedite freight at their cost if determined necessary
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Document Instructions

Five Below requires all vendors to participate in the E-document process. This process utilizes the information provided in the purchase order along with the vendor booking to auto-create the commercial invoice and packing list. All other documents except for the packing list and commercial invoice MUST be uploaded into the Forwarder portal no later the 3 days after vessel departure. For each shipment, upload all applicable test reports, [Child’s] Certificates of Conformity, Intellectual Property Rights Agreements, CTPAT 7-point inspection, etc. no later than three (3) working days after the sail date (sail + 3). Vendor will need to upload all documentation within the Forwarder portal.

●	Packing List
○	The details for the packing list will be captured during the booking process. This information will auto-create the packing list through<br>the E-doc process in the Forwarder system.
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○	Vendor should be sure to revise their booking if any shipment related information changes.
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●	Commercial Invoice
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○	The details for the commercial invoice will be captured during the booking process. This information will auto-create the commercial<br>invoice through the E-doc process in the Forwarder system.
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○	Vendor should be sure to revise their booking if any shipment related information changes.
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●	Required Documents to Upload include:
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○	Forwarder’s Cargo Receipt
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§	Include Five Below Purchase Order number on FCR and Packing List
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§	Five Below does not accept Original Bills of Lading
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○	Merchandise License Agreements (if applicable)
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○	[Child’s] General Certificate of Conformity
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○	Certificate of Origin
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○	CTPAT 7-point Inspection
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○	Other documents as applicable (Lacey Declaration, FDA Certification, etc.)
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○	All Copyrighted/Trademarked product must have all applicable License Agreements uploaded
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○	Acceptable formats include PDF, Excel, TIF. MDI is not acceptable since it is unreadable
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Any documents missing above required information or calculatedincorrectly will be rejected by US Customs. Ensure documents are complete and correct prior to upload.

Chargebacks for Non-Compliance—Booking Process

●	Any documents not uploaded within 3 working days of the sail date or missing information will be subject to a chargeback of<br>$150 USD per document, per day late
●	Any demurrage or storage incurred due to a delay in receiving documents or incorrect documents will be charged back to the vendor.<br>This includes all containers on the Five Below Master Bill of Lading
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Container Loading Instructions

●	No solid wood packing material
●	All containers MUST be floor loaded. Any exceptions must be approved by Vendor Relations
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Full Container Load—FCL

●	Any shipment over 80% of one full 40H container can be shipped as a full container load
●	When loading container, keep each UPC/item/style number together
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●	If there is more than one UPC/item/style number, Vendor must group by UPC/item/style number
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●	If there is more than one PO, Vendor must first group by PO, then by UPC/item/style number
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●	Containers must be sealed
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●	Containers cannot be overweight
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●	Thresholds by container size:
Container Size	80% (FCL)	Weight Limitation
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20’GP	26	39200 lbs. / 17780 kgs.
40’GP	54	44000 lbs. / 19960 kgs.
40’HC	61	43700 lbs. / 19820 kgs.
45’HC	69	42000 lbs. / 19050 kgs.

Less than Container Load – LCL

●	LCL shipments (less than 80% of one full 40’ container) are to be delivered to the designated consolidation location 7- 10 days<br>prior to the sail date. Exact delivery requirements will be provided by Forwarder’s local office representative
○	Inventory housed greater than 14 days will be subject to storage charges
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○	Vendor is responsible for all inland trucking costs to the consolidation location as well as all LCL charges
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●	When loading truck, keep each UPC/item/style number together
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●	If there is more than one UPC/item/style number, group by UPC/item/style number
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●	If there is more than one PO, first group by PO, then by UPC/item/style number
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Requests for FCL shipments that are less than 80% of one full 40’ container must be directed to supplychain@fivebelow.com.

A light load fee will be evaluated on a case by casebasis and charged back to the Vendor at the discretion of Five Below

General Routing Information

Import Security Filing

The shipper is to complete the ISF (Import Security Filing) section of the booking portal at the time of the booking, 21 days prior to the ship date. Updating the ISF information when creating the booking will provide the necessary time for review and transmission to U.S. Customs. U.S. Customs has implemented the penalty phase, which can be up to $5,000 per occurrence of late transmissions.

It is the Vendor’s responsibility to ensure timely and accurate information, and violations due to Vendor inaccuracy or Vendor lateness will be charged back.

Ensure all ISF information is provided prior to any Origin or US holidays.

Special Requirements for Air Shipments Containing Lithium Metal and Lithium-Ion Batteries

Lithium metal and lithium-ion batteries are considered dangerous goods. Vendors are responsible to ensure they are properly trained to ship dangerous goods.

Air shipments of any item containing a lithium metal or lithium-ion battery require compliance with section 38.3 of the UN Manual of Tests and Criteria, Part III, sub-section 38.3, “Lithium metal and lithium-ion batteries”. Batteries must be packaged in a manner to prevent short circuits and separated so that electrically active terminals cannot come into contact with each other. The shippable container/carton must be capable of passing a 1.2M drop test in any orientation without spillage of the contents of the packaging, damage to the batteries inside or shifting of the contacts that could lead to short circuit before transporting. Shippable container/cartons must contain the appropriate lithium battery handling labels.

Vendors can contact Five Below Supply Chain at SupplyChain@FiveBelow.com for any questions or concerns.

Safety of Life at Sea Act (SOLAS)

The Safety of Life at Sea Act (SOLAS) was put into place by the International Maritime Organization (IMO) and requires that all containers loading a vessel must have a Verified Gross Mass (VGM) certificate for each container shipped as of July 1, 2016. Containers will not be loaded on to the vessel without the VGM certificate.

This is a requirement of all shippers. Five Below will not pay any penalties or fines associated with non- compliance of this regulation and will not accept any delays resulting from shipper failure to comply.

Direct to Store Shipments

Store Direct Shipment Instructions

Five Below must approve a vendor for direct to store shipments or deliveries in advance.

Packing List

●	A detailed packing list must be included with each delivery and provided to Five Below
●	The following must be included on the packing list:
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○	Five Below Purchase Order #
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○	Vendor name and address
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○	Number of cartons and total quantity of each itemshipped
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○	Item description and style #
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○	Case pack quantity
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Labeling

●	Each delivery must be labeled with the Vendor’s name, store name and address and correspond to the enclosed packing<br> list
●	Each carton or pallet must be labeled clearly with store name, number and address
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Palletized Store Deliveries

●	Palletized orders that ship Direct-To-Store must be delivered by trucks with lift-gates
●	Use 40” by 48” wooden pallets (do not use pallets with plastic feet)
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●	Wood board must be fumigated for international shipments
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●	Pallets must be 4-way entry style pallets
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●	The top and bottom boards must maintain a minimum thickness of 5/8 of an inch. All stringers must be stable and without cracks
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●	Pallets must be structurally stable and all top and bottom boards must be attached and in good condition
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●	Maximum weight of pallets: 1,700 lbs.
●	Pallet built height should be a minimum of 72” and a maximum of 84”
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●	Stretch wrap must be used to secure the product and must grasp the corners of the pallet
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●	Pallet labels are to be used on each pallet
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○	Pallet labels should include: PO number, product item number, pallet carton total
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○	Pallet labels should be approximately 8 1/2” x 11” to ensure clear visibility
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●	Pallets must be packed such that the cartons are flush with the pallet; overhanging cartons will be subject to damage. This will result<br>in a Vendor Chargeback
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●	Pallets must be built as a stable interlocking block, without column stacking
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●	Pallets cannot be built with a hollow center
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Direct to Store Deliveries via 3rd Party Carriers

Five Below stores have the ability to receive Vendor deliveries via third party carriers (FedEx, UPS). These requirements apply to all 3^rd^ party direct to store deliveries.

●	Any palletized orders that ship Direct to Store must be delivered by trucks with lift-gates
●	Consignee name and address must match PO
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●	PO number and carton count must be noted on BOL
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●	Scannable barcode must be present on invoice or carton or pallet label for store to scan
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●	Carrier must sign for the number of cartons and pallets. If the BOL is signed “said to contain” or<br> “STC”, Carrier avoids responsibility for all shortages and Vendor will be responsible
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●	Five Below will sign as “said to contain / subject to count” or “STC” upon receipt
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●	The proper weight of the shipment must be listed on the BOL
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●	The shipper is responsible for providing the correct freight classification and including it on the BOL
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●	Vendor is not to indicate any additional services, or service upgrades on the BOL, without prior written permission from Five Below
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●	It is the Vendor’s choice whether to obtain insurance for the shipment, however, Five Below will not honor any insurance<br> charges that are billed by the Vendor
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●	Risk of loss transfers to Five Below only upon written acceptance of the goods by Five Below Manager
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Direct to Store Delivery Appointments and Receiving Process

●	All deliveries must occur during regular business hours (10am – 5pm) unless otherwise scheduled or agreed to by Five Below.<br>Contact the Five Below DTS Store Transportation at DTSService@fivebelow.com for requests

●	EDI: Direct to Store deliveries must utilize EDI documents 850, 855, 856, 810.
○	The 856 ASN must match the invoice.
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○	Carton number listed on ASN must match the carton or pallet label for stores to scan.
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○	Multiple carton numbers on one ASN is acceptable.
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○	ASN must be transmitted with shipment (not after shipment).
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○	ASN delivery date should be a best estimate.
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○	No backorders.
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○	Duplicate line items with the same sku and store are not acceptable.
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●	All deliveries shipped direct by the Vendor must be signed for and verified against a provided invoice by a Five Below Store Manager
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●	Five Below does not accept unauthorized items.
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●	Discrepancies must be acknowledged by a Five Below Store Manager and notated on the provided invoice
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●	All deliveries shipped via third party carriers must be signed for by a Five Below Store Manager
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●	Inside delivery required
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●	All Vendors whose representatives are required to enter a Five Below location must ensure that such representatives follow the Vendor<br>General Conduct Requirements herein.
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●	For assistance on new store openings and scheduling please email DTSService@fivebelow.com
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Direct to Store Invoicing Process

All Direct to Store deliveries are Prepaid. Vendor is responsible for the selection of carrier and shipping costs.

Vendors are to submit all merchandise invoices through SPS via EDI 810. For inquiries, email invoices@fivebelow.com

Five Below Stores are not authorized to provide payment for any direct to store deliveries.

Direct to Store Contact Information

For Five Below Direct to Store delivery guidance or inquiries, contact**:** DTSService@fivebelow.com

Five Below Corporate Office:

701 Market Street, Suite 200

Philadelphia, PA 19106

Main: 215-546-7909

Vendor Managed Inventory (VMI)

Vendor Managed Inventory Program

The Vendor Managed Inventory (VMI) program allows the Vendor to manage inventory at Five Below stores. Vendor shall have the responsibility to replenish store inventories for Goods which Five Below authorizes.

Vendor shall provide Five Below with the level of performance as specified in the Service Level Agreement (SLA).

Unless otherwise set forth herein or agreed to in writing, the provisions of the Five Below Routing, Packaging and Vendor Compliance Guide apply.

Service Level Agreement (SLA)

Vendor and Five Below agree to share all the information needed to support VMI over electronic data interchange (EDI).

Handling out of stock (OOS) issues

●	Five Below and Vendor shall inform each other promptly if signs of an OOS become evident
●	When a longer OOS (more than 7 days) occurs for the first time, Five Below and Vendor will meet, wherein further steps will be jointly<br>agreed upon in writing
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Delivery Terms

●	Five Below or Vendor shall inform the other party 10 days in advance if there will not be a delivery (i.e. physical inventories, December<br>holiday season, etc.). During such non-delivery period exceeding max quantities are OOS are allowed temporarily until the next delivery

Agreed Assortment

●	Duration of assortment will be agreed upon, in advance, by Five Below Merchandise Buyer and Vendor. In the event assortments differ<br>by store locations, the assortment will be specified by location
●	Updates to assortment (new products, replacements and delisting of products) will be mutually planned
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●	Unauthorized items are not permitted. All items must be pre-approved by Merchandise Buyer and must have a Five Below SKU associated<br>therewith. Five Below may refuse payment for unauthorized items
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●	Each item of Goods ordered must have a standard UPC with a scannable barcode
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Clearance/Returns/Expired Goods

●	Candy and food Vendors are responsible for expired and unsaleable Goods. Vendor will credit Five Below for cost of any and all expired<br>and/or unsaleable Goods

Vendor Managed Inventory Invoicing Process

All Direct to Store deliveries are Prepaid. Vendor is responsible for selection of carrier and shipping costs.

Vendors are to submit all merchandise invoices through SPS via EDI 810. For inquiries, email invoices@fivebelow.com

Five Below Stores are not authorized to provide payment for any direct to store deliveries.

VMI Store Execution Contact Information

For Five Below Vendor Managed Inventory guidance or inquiries, contact**:** DTSService@fivebelow.com

Five Below Corporate Office:

701 Market Street, Suite 200

Philadelphia, PA 19106

Main: 215-546-7909

Vendor General Conduct Requirements

Vendor representatives are expected to conduct themselves in a professional manner when visiting Five Below stores. They not only represent their company but are representatives for Five Below as well. Vendors will make every attempt to assist customers while in our stores to the extent they can, or direct them to a Five Below team member.

The following Vendor general conduct requirements must be followed by all Vendor representatives while they are in a Five Below store. Violating these requirements will result in the Vendor representative being immediately dismissed from Five Below, with a corresponding report and request to the Vendor representative’s immediate supervisor, that they not return to any Five Below store.

(1)	Vendors shall wear professional, appropriate clothing and footwear. Dress must be neat and clean and free<br>from any offensive messages or graphics. Vendor appearance should be neat and clean.
(2)	Vendors must provide proper identification when they arrive at Five Below stores. They must alert the<br>Manager-on-Duty upon arrival, as well as at the completion of their visit. Vendors are also required to complete the Store Vendor Visit<br>log at each visit.
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(3)	Vendors are responsible for maintaining a safe work environment and shall, at all times, be mindful of<br>customers and employees. Vendors work areas must be kept clean and free of debris. Vendors must place waste and trash in designated containers<br>or areas for disposal.
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(4)	Designated back stock areas will be provided in the stockroom by Store Management. These back stock areas<br>will be the responsibility of the Vendor to maintain their product. Store teams will secure shipments received in these areas for when<br>the Vendor arrives.
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(5)	The use of Five Below shopping carts, lifts, ladders or any other store equipment is prohibited without<br>prior Five Below authorization.
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(6)	Vendors shall not use profanity and/or sexual harassing/ insulting/ discriminatory/ threatening, unprofessional<br>language while in Five Below or in dealing with the Five Below store teams.
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(7)	The use of tobacco products, including the use of e-cigarettes, vaping pipes and chewing tobacco, are<br>strictly prohibited at Five Below and are only permitted in designated outside smoking areas.
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(8)	The use of alcohol and other drugs, on Five Below property, is strictly prohibited. Vendors who use alcohol<br>and/or illicit drugs away from Five Below and are suspected of being under the influence will be removed from the facility and prohibited<br>from returning.
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(9)	Vendors are subject to inspection of all bags/cases/totes/boxes that are brought onto Five Below premises.<br>Vendors found to have knowledge of a theft or unauthorized possession of Five Below property will be directed to leave Five Below immediately,<br>become subject to prosecution, and/or reported to Vendor’s direct supervisor.
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(10)	Vendors must first pay for any Five Below products and retain receipt(s) for said product while at Five<br>Below.
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(11)	Vendors must comply with any and all Five Below policies and procedures while in a Five Below store relating<br>to minimal contact and social distancing, personal hygiene, and the wearing of masks and other personal protective equipment (PPE). Such<br>vendors shall also follow the guidance of local, state and federal governments in regard to physical distancing and the wearing of masks<br>and other PPE.
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Exhibit4.6

EXECUTIVEEMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of December 9, 2025, by and between JM Group Limited., a company incorporated and existing under the laws of the British Virgin Islands (the “Company”) and Chun Kwok Stanley Ting, a Hong Kong national (the “Executive”).

RECITALS

WHEREAS, the Company desires to employ the Executive as the Chairman and Chief Executive Officer of the Company and to assure itself of the services of the Executive during the term of Employment (as defined below) and under the terms and conditions of the Agreement;

WHEREAS, the Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of the Agreement;

WHEREAS, the Board of Director the Company approved the appointment of the Executive as the Chairman and Chief Executive Officer of the Company, effective as of the Effective Date (as defined below);

WHEREAS, the Company, at its discretion, may have caused or will cause, one of its subsidiaries to enter into an employment agreement between the Executive and such subsidiary to govern such terms and conditions of employment between the Executive and such subsidiary (the “Operative Employment Agreement”), and this Agreement shall not supersede or replace such Operative Employment Agreement;

1.	EMPLOYMENT

The Company hereby agrees to employ the Executive and the Executive hereby accepts such employment, on the terms and conditions hereinafter set forth (the “Employment”).

2.	TERM

Subject to the terms and conditions of the Agreement, the initial term of the Employment shall be 12 months, commencing on December 9, 2025 (the “Effective Date”) (the “Initial Term”), unless terminated earlier pursuant to the terms of the Agreement. Upon expiration of the Initial Term of the Employment, the Employment shall be automatically extended for successive periods of 12 months each (each, an “Extension Period”) unless either party shall have given thirty (30) days advance written notice to the other party, in the manner set forth in Section 7 below, prior to the end of the Extension Period in question, that the term of this Agreement that is in effect at the time such written notice is given is not to be extended or further extended, as the case may be (the period during which this Agreement is effective being referred to hereafter as the “Term”).

POSITION AND DUTIES

(a)

During the Term, the Executive shall serve as the Chairman and Chief Executive Officer of the Company or in such other position or positions with a level of duties and responsibilities consistent with the foregoing with the Company and/or its subsidiaries and affiliated entities as the board of directors of the Company (the “Board”) may specify from time to time and shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which the Executive serves hereunder and as assigned by the Board.

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(b)

The Executive agrees to serve without additional compensation, if elected or appointed thereto, as a director of the Company or any subsidiaries or affiliated entities of the Company (collectively, the “Group”) and as a member of any committees of the board of directors of any such entity, provided that the Executive is indemnified for serving in any and all such capacities on a basis no less favorable than is currently provided to any other director of any member of the Group.

4.	NO BREACH OF CONTRACT

The Executive hereby represents to the Company that: (i) the execution and delivery of the Agreement by the Executive and the performance by the Executive of the duties of the Chairman, and of the Chief Executive Officer, respectively, hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or by which the Executive is otherwise bound, except that the Executive does not make any representation with respect to the Operative Employment Agreement, if any, or other agreements required to be entered into by and between the Executive and any member of the Group pursuant to the applicable law of the jurisdiction in which the Executive is based, if any; (ii) that the Executive is not in possession of any information (including, without limitation, confidential information and trade secrets) the knowledge of which would prevent the Executive from freely entering into the Agreement and carrying out his/her duties hereunder; and (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement with any person or entity other than any member of the Group.

5.	LOCATION

The Executive will be mainly based in Hong Kong, or any other location selected by the Executive at his/her convenience of work during the Term.

6.	COMPENSATION AND BENEFITS
(a)	Cash<br> Compensation. Unless otherwise specified in the Operative Employment Agreement, if any,<br> or any other agreement between the Company or any of its subsidiaries on one hand and the<br> Executive on the other hand, as compensation for the performance by the Executive of his/her<br> obligations hereunder, the Company shall pay the Executive cash compensation of $500 per<br> month, which may be paid by one of the subsidiaries of the Company.
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(b)	Equity<br> Incentives. During the Term, the Executive shall be eligible to participate, at a level<br> comparable to similarly situated other executives of the Company, in such long-term compensation<br> arrangements as may be authorized from time to time by the Board, including any share incentive<br> plan, subject to the terms and provisions of such plan and the execution of the award agreement<br> and other related agreements between the Company and the Executive.
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(c)	Benefits.<br> During the Term, the Executive shall be entitled to participate in all of the employee benefit<br> plans and arrangements made available by the Company to its similarly situated executives,<br> including, but not limited to, any retirement plan, medical insurance plan and travel/holiday<br> policy, subject to and on a basis consistent with the terms, conditions and overall administration<br> of such plans and arrangements. The Company shall reimburse all business-related expenses<br> including, but not limited to meals, hotel, and transportation. The Company shall maintain<br> directors and officers liability insurance covering the Executive.
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(d)	Annual<br> Leave. During the Term, the Executive shall be entitled 14 days of paid annual leave,<br> subject to the Company’s standard leave approval procedures.
(e)	The<br> Executive’s salary, remuneration and benefits shall be reviewed by the Board of Directors<br> (or its designated committee) and/or the management of the Company in accordance with the<br> relevant policies adopted by the Company from time to time.
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7.	TERMINATION OF THE AGREEMENT
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The Employment may be terminated as follows:

(a)	Either<br> party may terminate this Agreement by giving thirty (30) days advance written notice to the<br> other party.
(b)	Good<br> Reason. Except as required by applicable law or regulations and/or otherwise provided<br> under the Operative Employment Agreement, if any, the Executive may terminate his/her employment<br> hereunder for “Good Reason” upon the occurrence, without the written consent<br> of the Company, of an event constituting a material breach of this Agreement by the Company<br> that has not been fully cured within ten (10) business days after written notice thereof<br> has been given by the Executive to the Company setting forth in sufficient detail the conduct<br> or activities the Executive believes constitute grounds for Good Reason, including but not<br> limited to:
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(i)	the<br> failure by the Company or its subsidiaries to pay to the Executive any portion of the Executive’s<br> current compensation or to pay to the Executive any portion of an instalment of deferred<br> compensation under any deferred compensation program of the Company, within five (5) business<br> days of the date such compensation is due; or
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( )	any<br> material breach by the Company of this Agreement and any other agreement with any entity<br> of the Group.
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(c)	Notice<br> of Termination. Any termination of the Executive’s employment under the Agreement<br> shall be communicated by written notice of termination (“Notice of Termination”)<br> from the terminating party to the other party. The notice of termination shall indicate the<br> specific provision(s) of the Agreement relied upon in effecting the termination.
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(d)	Effect<br> on the Operative Employment Agreement. Any termination of the Executive’s Employment<br> under this Agreement shall have no effect on the terms and conditions of the Operative Employment<br> Agreement, if any, unless otherwise provided in such Operative Employment Agreement.
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(e)	Compensation<br> upon Termination.
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(1)	Death.<br> If the Executive’s employment is terminated by reason of the Executive’s death,<br> the Company shall have no further obligations to the Executive under this Agreement and the<br> Executive’s benefits shall be determined under the Company’s retirement, insurance<br> and other benefit and compensation plans or programs then in effect in accordance with the<br> terms of such plans and programs.
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(2)

By Company without Cause or by the Executive for Good Reason. If the Executive’s employment is terminated by the Company other than for Cause (as defined below) or by the Executive for Good Reason, except as required by applicable law or regulations, the Company shall (i) continue to pay and otherwise provide to the Executive, during any notice period, all compensation, base salary and previously earned but unpaid incentive compensation, if any, and shall continue to allow the Executive to participate in any benefit plans in accordance with the terms of such plans during such notice period; and (ii) pay to the Executive, in lieu of benefits under any severance plan or policy of the Company, any such amount as may be agreed between the Company and the Executive.

(3)

By Company for Cause or by the Executive other than for Good Reason. If the Executive’s employment is be terminated by the Company for Cause or by the Executive other than for Good Reason, except as required by applicable law or regulations, the Company shall pay the Executive his/her base salary at the rate in effect at the time Notice of Termination is given through the Date of Termination, and the Company shall have no additional obligations to the Executive under this Agreement.

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For the avoidance of doubt, unless otherwise provided under the Operative Employment Agreement, if any, the following conditions each shall constitute “Cause” and shall apply in evaluating a termination of the Executive’s employment under this Agreement:

(i)	Commission<br> of any act of fraud or dishonesty, conviction of a criminal offense, willful disobedience<br> of a lawful order, or receipt of bribery;
(ii)	Commission<br> of any gross negligence by the Executive in the course of his/her employment hereunder that<br> has a material adverse effect on the business or financial condition of the Company and/or<br> its subsidiaries and affiliated entities;
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(iii)	Wilful<br> material misrepresentation at any time by the Executive to the Board;
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(iv)	The<br> wilful failure or refusal to comply with any of the Executive’s material obligations<br> hereunder or to comply with a reasonable and lawful instruction of the Board, which failure<br> to comply with such instruction continues for a period of ten (10) days after the Executive’s<br> receipt of written notice from the Board identifying in reasonable detail the objectionable<br> action or inaction; or
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(v)	Engagement<br> by the Executive in any misconduct or the commission by the Executive of any act that is<br> materially injurious or detrimental to the substantial interest of the Company and/or its<br> subsidiaries and affiliated entities, as determined by the Board.
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8.	CONFIDENTIALITY AND NONDISCLOSURE
(a)	Confidentiality<br> and Non-Disclosure.
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The Executive acknowledges and agrees that: (A) the Executive holds a position of trust and confidence with the Company and that his/her employment by the Company will require that the Executive have access to and knowledge of valuable and sensitive information, material, and devices relating to the Company and/or its business, activities, products, services, customers and vendors, including, but not limited to, the following, regardless of the form in which the same is accessed, maintained or stored: the identity of the Company’s actual and prospective customers and, as applicable, their representatives; prior, current or future research or development activities of the Company; the products and services provided or offered by the Company to customers or potential customers and the manner in which such services are performed or to be performed; the product and/or service needs of actual or prospective customers; pricing and cost information; information concerning the development, engineering, design, specifications, acquisition or disposition of products and/or services of the Company; research, techniques, know-how, and data; programs, software and source codes; personnel information; vendor information; agreements; marketing plans and techniques, strategies, forecasts, and other trade secrets (collectively, the “Confidential Information”); and (B) the direct and indirect disclosure of any such Confidential Information would place the Company at a competitive disadvantage and would do damage, monetary or otherwise, to the Company’s business.

(b)

Third Party Information in the Company’s Possession. The Executive recognizes that the Company may have received, and in the future may receive, from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Executive agrees that the Executive owes the Company and such third parties, during the Term and thereafter, a duty to hold all such confidential or proprietary information in strict confidence and not to disclose such information to any person or firm, or otherwise use such information, in a manner inconsistent with the limited purposes permitted by the Company’s agreement with such third party.

NON-COMPETITION AND NON-SOLICITATION

(a)

Non-Competition. In consideration of the compensation provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, subject to the terms of the Operative Employment Agreement, if any, the Executive agrees that during the Term and for a period of twelve (12) months following the termination of the Employment for whatever reason, the Executive shall not engage in Competition (as defined below) with the Group. For purposes of this Agreement, unless otherwise provided under the Operative Employment Agreement, if any, “Competition” by the Executive shall mean the Executive’s engaging in, or otherwise directly or indirectly being employed by or acting as a consultant or lender to, or being a director, officer, employee, principal, agent, stockholder, member, owner or partner of, or permitting the Executive’s name to be used in connection with the activities of, any other business or organization which competes, directly or indirectly, with the Group in the business of the Group; provided, however, it shall not be a violation for the Executive to become the registered or beneficial owner of up to five percent (5%) of any class of the capital stock of a publicly traded corporation in Competition with the Group, provided that the Executive does not otherwise participate in the business of such corporation.

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(b)	Non-Solicitation;<br> Non-Interference. During the Term and for a period of twelve (12) months following the<br> termination of the Executive’s employment for any reason, subject to the terms of the<br> Operative Employment Agreement, if any, the Executive agrees that he/she will not, directly<br> or indirectly, for the Executive’s benefit or for the benefit of any other person or<br> entity, do any of the following:
(1)	solicit<br> or seek to solicit from any customer doing business with the Group during the Term business<br> of the same or of a similar nature to the business of the Group;
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(2)	solicit<br> or seek to solicit from any known potential customer of the Group business of the same or<br> of a similar nature to that which, whether or not has been the subject of a known written<br> or oral bid, offer or proposal by the Group, or of substantial preparation with a view to<br> making such a bid, proposal or offer;
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(3)	solicit<br> or seek to solicit the employment or services of, or hire or engage, any person who is employed<br> or engaged by the Group; or
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(4)	otherwise<br> interfere with the business or accounts of the Group, including, but not limited to, with<br> respect to any relationship or agreement between the Group and any customer, vendor or supplier.
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10.	CLAWBACK

Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based or other compensation paid to you under this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, stock exchange listing requirement or policy established by the Company (whether in existence as of the date hereof or later adopted) will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement and policy. The Company will make any determination for clawback or recovery in its sole discretion and in accordance with any applicable law or regulation.

11.	ENTIRE AGREEMENT

The Agreement constitutes the entire agreement and understanding between the Executive and the Company regarding the terms of the Employment and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter, in each case other than concerning any Operative Employment Agreement. The Executive acknowledges that he/she has not entered into the Agreement in reliance upon any representation, warranty or undertaking which is not set forth in the Agreement. For the avoidance of doubt, in case of any conflict between this Agreement and any Operative Employment Agreement as to the terms and conditions of such Operative Employment Agreement, the Operative Employment Agreement shall prevail.

12.	GOVERNING LAW AND DISPUTE RESOLUTION

The Agreement shall be governed by and construed in accordance with Hong Kong law. Any dispute between the parties hereto respecting the meaning and intent of this Agreement or any of its terms and provisions shall be submitted to the Hong Kong International Arbitration Centre.

13.	COUNTERPARTS

The Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. The Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

[Remainderof the page intentionally left blank.]

INWITNESS WHEREOF, the Agreement has been executed as of the date first written above.

COMPANY:
JM Group Limited
a British Virgin Islands company
By:	/s/<br> Chun Kwok Stanley Ting
Name:	Chun Kwok Stanley Ting
Title:	Director
EXECUTIVE:
---	---
	/s/<br> Chun Kwok Stanley Ting
Name:	Chun<br> Kwok Stanley Ting

Exhibit4.7

EXECUTIVEEMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of December 9, 2025, by and between JM Group Limited., a company incorporated and existing under the laws of the British Virgin Islands (the “Company”) and Kin Zheng, a Hong Kong national (the “Executive”).

RECITALS

WHEREAS, the Company desires to employ the Executive as the Chief Financial Officer of the Company and to assure itself of the services of the Executive during the term of Employment (as defined below) and under the terms and conditions of the Agreement;

WHEREAS, the Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of the Agreement;

WHEREAS, the Board of Director the Company approved the appointment of the Executive as the Chief Financial Officer of the Company, effective as of the Effective Date (as defined below);

1.	EMPLOYMENT

The Company hereby agrees to employ the Executive and the Executive hereby accepts such employment, on the terms and conditions hereinafter set forth (the “Employment”).

2.	TERM

POSITION AND DUTIES

(a)

During the Term, the Executive shall serve as the Chief Financial Officer of the Company or in such other position or positions with a level of duties and responsibilities consistent with the foregoing with the Company and/or its subsidiaries and affiliated entities as the board of directors of the Company (the “Board”) may specify from time to time and shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which the Executive serves hereunder and as assigned by the Board.

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(b)

4.	NO BREACH OF CONTRACT

The Executive hereby represents to the Company that: (i) the execution and delivery of the Agreement by the Executive and the performance by the Executive of the duties of the Chief Financial Officer hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or by which the Executive is otherwise bound, except that the Executive does not make any representation with respect to the Operative Employment Agreement, if any, or other agreements required to be entered into by and between the Executive and any member of the Group pursuant to the applicable law of the jurisdiction in which the Executive is based, if any; (ii) that the Executive is not in possession of any information (including, without limitation, confidential information and trade secrets) the knowledge of which would prevent the Executive from freely entering into the Agreement and carrying out his/her duties hereunder; and (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement with any person or entity other than any member of the Group.

5.	LOCATION

The Executive will be mainly based in Hong Kong, or any other location selected by the Executive at his/her convenience of work during the Term.

6.	COMPENSATION AND BENEFITS
(a)	Cash<br> Compensation. The compensation of the Executive shall be governed and specified in the<br> Operative Employment Agreement, if any, or any other agreement between the Company or any<br> of its subsidiaries on one hand and the Executive on the other hand, as compensation for<br> the performance by the Executive of his/her obligations hereunder.
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(b)	Equity<br> Incentives. During the Term, the Executive shall be eligible to participate, at a level<br> comparable to similarly situated other executives of the Company, in such long-term compensation<br> arrangements as may be authorized from time to time by the Board, including any share incentive<br> plan, subject to the terms and provisions of such plan and the execution of the award agreement<br> and other related agreements between the Company and the Executive.
---	---
(c)	Benefits.<br> During the Term, the Executive shall be entitled to participate in all of the employee benefit<br> plans and arrangements made available by the Company to its similarly situated executives,<br> including, but not limited to, any retirement plan, medical insurance plan and travel/holiday<br> policy, subject to and on a basis consistent with the terms, conditions and overall administration<br> of such plans and arrangements. The Company shall reimburse all business-related expenses<br> including, but not limited to meals, hotel, and transportation. The Company shall maintain<br> directors and officers liability insurance covering the Executive.
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(d)	Annual<br> Leave. During the Term, the Executive shall be entitled 14 days of paid annual leave,<br> subject to the Company’s standard leave approval procedures.
(e)	The<br> Executive’s salary, remuneration and benefits shall be reviewed by the Board of Directors<br> (or its designated committee) and/or the management of the Company in accordance with the<br> relevant policies adopted by the Company from time to time.
---	---
7.	TERMINATION OF THE AGREEMENT
---	---

The Employment may be terminated as follows:

(a)	Either<br> party may terminate this Agreement by giving thirty (30) days advance written notice to the<br> other party.
(b)	Good<br> Reason. Except as required by applicable law or regulations and/or otherwise provided<br> under the Operative Employment Agreement, if any, the Executive may terminate his/her employment<br> hereunder for “Good Reason” upon the occurrence, without the written consent<br> of the Company, of an event constituting a material breach of this Agreement by the Company<br> that has not been fully cured within ten (10) business days after written notice thereof<br> has been given by the Executive to the Company setting forth in sufficient detail the conduct<br> or activities the Executive believes constitute grounds for Good Reason, including but not<br> limited to:
---	---
(i)	the<br> failure by the Company or its subsidiaries to pay to the Executive any portion of the Executive’s<br> current compensation or to pay to the Executive any portion of an instalment of deferred<br> compensation under any deferred compensation program of the Company, within five (5) business<br> days of the date such compensation is due; or
---	---
( )	any<br> material breach by the Company of this Agreement and any other agreement with any entity<br> of the Group.
---	---
(c)	Notice<br> of Termination. Any termination of the Executive’s employment under the Agreement<br> shall be communicated by written notice of termination (“Notice of Termination”)<br> from the terminating party to the other party. The notice of termination shall indicate the<br> specific provision(s) of the Agreement relied upon in effecting the termination.
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(d)	Effect<br> on the Operative Employment Agreement. Any termination of the Executive’s Employment<br> under this Agreement shall have no effect on the terms and conditions of the Operative Employment<br> Agreement, if any, unless otherwise provided in such Operative Employment Agreement.
---	---
(e)	Compensation<br> upon Termination.
---	---
(1)	Death.<br> If the Executive’s employment is terminated by reason of the Executive’s death,<br> the Company shall have no further obligations to the Executive under this Agreement and the<br> Executive’s benefits shall be determined under the Company’s retirement, insurance<br> and other benefit and compensation plans or programs then in effect in accordance with the<br> terms of such plans and programs.
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(2)

(3)

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(i)	Commission<br> of any act of fraud or dishonesty, conviction of a criminal offense, willful disobedience<br> of a lawful order, or receipt of bribery;
(ii)	Commission<br> of any gross negligence by the Executive in the course of his/her employment hereunder that<br> has a material adverse effect on the business or financial condition of the Company and/or<br> its subsidiaries and affiliated entities;
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(iii)	Wilful<br> material misrepresentation at any time by the Executive to the Board;
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(iv)	The<br> wilful failure or refusal to comply with any of the Executive’s material obligations<br> hereunder or to comply with a reasonable and lawful instruction of the Board, which failure<br> to comply with such instruction continues for a period of ten (10) days after the Executive’s<br> receipt of written notice from the Board identifying in reasonable detail the objectionable<br> action or inaction; or
---	---
(v)	Engagement<br> by the Executive in any misconduct or the commission by the Executive of any act that is<br> materially injurious or detrimental to the substantial interest of the Company and/or its<br> subsidiaries and affiliated entities, as determined by the Board.
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8.	CONFIDENTIALITY AND NONDISCLOSURE
(a)	Confidentiality<br> and Non-Disclosure.
---	---

(b)

NON-COMPETITION AND NON-SOLICITATION

(a)

---

(b)	Non-Solicitation;<br> Non-Interference. During the Term and for a period of twelve (12) months following the<br> termination of the Executive’s employment for any reason, subject to the terms of the<br> Operative Employment Agreement, if any, the Executive agrees that he/she will not, directly<br> or indirectly, for the Executive’s benefit or for the benefit of any other person or<br> entity, do any of the following:
(1)	solicit<br> or seek to solicit from any customer doing business with the Group during the Term business<br> of the same or of a similar nature to the business of the Group;
---	---
(2)	solicit<br> or seek to solicit from any known potential customer of the Group business of the same or<br> of a similar nature to that which, whether or not has been the subject of a known written<br> or oral bid, offer or proposal by the Group, or of substantial preparation with a view to<br> making such a bid, proposal or offer;
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(3)	solicit<br> or seek to solicit the employment or services of, or hire or engage, any person who is employed<br> or engaged by the Group; or
---	---
(4)	otherwise<br> interfere with the business or accounts of the Group, including, but not limited to, with<br> respect to any relationship or agreement between the Group and any customer, vendor or supplier.
---	---

10.	CLAWBACK

11.	ENTIRE AGREEMENT

12.	GOVERNING LAW AND DISPUTE RESOLUTION

13.	COUNTERPARTS

[Remainderof the page intentionally left blank.]

IN WITNESS WHEREOF, the Agreement has been executed as of the date first written above.

COMPANY:
JM Group Limited
a British Virgin Islands company
By:	/s/<br> Chun Kwok Stanley Ting
Name:	Chun Kwok Stanley Ting
Title:	Director
EXECUTIVE:
---	---
By:	/s/<br> Kin Zheng
Name:	Kin<br> Zheng

Exhibit 4.8

EXECUTIVE EMPLOYMENT AGREEMENT

RECITALS

WHEREAS, the Company desires to employ the Executive as the General Counsel of the Company and to assure itself of the services of the Executive during the term of Employment (as defined below) and under the terms and conditions of the Agreement;

WHEREAS, the Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of the Agreement;

WHEREAS, the Board of Director the Company approved the appointment of the Executive as the General Counsel of the Company, effective as of the Effective Date (as defined below);

1.	EMPLOYMENT

The Company hereby agrees to employ the Executive and the Executive hereby accepts such employment, on the terms and conditions hereinafter set forth (the “Employment”).

2.	TERM

POSITION AND DUTIES

(a)

During the Term, the Executive shall serve as the General Counsel of the Company or in such other position or positions with a level of duties and responsibilities consistent with the foregoing with the Company and/or its subsidiaries and affiliated entities as the board of directors of the Company (the “Board”) may specify from time to time and shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which the Executive serves hereunder and as assigned by the Board.

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(b)

The Executive agrees to serve without additional compensation, if elected or appointed thereto, as a director of the Company or any subsidiaries or affiliated entities of the Company (collectively, the “Group”) and as a member of any committees of the board of directors of any such entity, provided that the Executive is indemnified for serving in any and all such capacities on a basis no less favorable than is currently provided to any other director of any member of the Group.

4.	NO BREACH OF CONTRACT

The Executive hereby represents to the Company that: (i) the execution and delivery of the Agreement by the Executive and the performance by the Executive of the duties of the General Counsel hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or by which the Executive is otherwise bound, except that the Executive does not make any representation with respect to the Operative Employment Agreement, if any, or other agreements required to be entered into by and between the Executive and any member of the Group pursuant to the applicable law of the jurisdiction in which the Executive is based, if any; (ii) that the Executive is not in possession of any information (including, without limitation, confidential information and trade secrets) the knowledge of which would prevent the Executive from freely entering into the Agreement and carrying out his/her duties hereunder; and (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement with any person or entity other than any member of the Group.

5.	LOCATION

The Executive will be mainly based in the U.S., or any other location selected by the Executive at his/her convenience of work during the Term.

6.	COMPENSATION AND BENEFITS
(a)	Cash Compensation. Unless otherwise specified in the<br>Operative Employment Agreement, if any, or any other agreement between the Company or any of its subsidiaries on one hand and the Executive<br>on the other hand, as compensation for the performance by the Executive of his/her obligations hereunder, the Company shall pay the Executive<br>cash compensation of $500 per month, which may be paid by one of the subsidiaries of the Company.
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(b)	Equity Incentives. During the Term, the Executive shall<br>be eligible to participate, at a level comparable to similarly situated other executives of the Company, in such longterm compensation<br>arrangements as may be authorized from time to time by the Board, including any share incentive plan, subject to the terms and provisions<br>of such plan and the execution of the award agreement and other related agreements between the Company and the Executive.
---	---
(c)	Benefits. During the Term, the Executive shall be entitled<br>to participate in all of the employee benefit plans and arrangements made available by the Company to its similarly situated executives,<br>including, but not limited to, any retirement plan, medical insurance plan and travel/holiday policy, subject to and on a basis consistent<br>with the terms, conditions and overall administration of such plans and arrangements. The Company shall reimburse all business-related<br>expenses including, but not limited to meals, hotel, and transportation. The Company shall maintain directors and officers liability<br>insurance covering the Executive.
---	---

(d)	Annual Leave. During the Term, the Executive shall be entitled 14 days of paid annual leave, subject<br>to the Company’s standard leave approval procedures.
(e)	The Executive’s salary, remuneration and benefits shall be reviewed by the Board of Directors (or<br>its designated committee) and/or the management of the Company in accordance with the relevant policies adopted by the Company from time<br>to time.
---	---
7.	TERMINATION OF THE AGREEMENT
---	---

The Employment may be terminated as follows:

(a)	Either party may terminate this Agreement by giving thirty (30) days advance written notice to the other<br>party.
(b)	Good Reason. Except as required by applicable law or regulations and/or otherwise provided under<br>the Operative Employment Agreement, if any, the Executive may terminate his/her employment hereunder for “Good Reason” upon<br>the occurrence, without the written consent of the Company, of an event constituting a material breach of this Agreement by the Company<br>that has not been fully cured within ten (10) business days after written notice thereof has been given by the Executive to the Company<br>setting forth in sufficient detail the conduct or activities the Executive believes constitute grounds for Good Reason, including but<br>not limited to:
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(i)	the failure by the Company or its subsidiaries to pay to the<br>Executive any portion of the Executive’s current compensation or to pay to the Executive any portion of an instalment of deferred<br>compensation under any deferred compensation program of the Company, within five (5) business days of the date such compensation is due;<br>or
---	---
( )	any material breach<br>by the Company of this Agreement and any other agreement with any entity of the Group.
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(c)	Notice of Termination. Any termination of the Executive’s employment under the Agreement<br>shall be communicated by written notice of termination (“Notice of Termination”) from the terminating party to the<br>other party. The notice of termination shall indicate the specific provision(s) of the Agreement relied upon in effecting the termination.
---	---
(d)	Effect on the Operative Employment Agreement. Any termination of the Executive’s Employment<br>under this Agreement shall have no effect on the terms and conditions of the Operative Employment Agreement, if any, unless otherwise<br>provided in such Operative Employment Agreement.
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(e)	Compensation upon Termination.
---	---
(1)	Death. If the Executive’s employment is terminated<br>by reason of the Executive’s death, the Company shall have no further obligations to the Executive under this Agreement and the<br>Executive’s benefits shall be determined under the Company’s retirement, insurance and other benefit and compensation plans<br>or programs then in effect in accordance with the terms of such plans and programs.
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(2)

By Company without Cause or by the Executive for Good Reason. If the Executive’s employment is terminated by the Company other than for Cause (as defined below) or by the Executive for Good Reason, except as required by applicable law or regulations, the Company shall (i) continue to pay and otherwise provide to the Executive, during any notice period, all compensation, base salary and previously earned but unpaid incentive compensation, if any, and shall continue to allow the Executive to participate in any benefit plans in accordance with the terms of such plans during such notice period; and (ii) pay to the Executive, in lieu of benefits under any severance plan or policy of the Company, any such amount as may be agreed between the Company and the Executive.

(3)

By Company for Cause or by the Executive other than for Good Reason. If the Executive’s employment is be terminated by the Company for Cause or by the Executive other than for Good Reason, except as required by applicable law or regulations, the Company shall pay the Executive his/her base salary at the rate in effect at the time Notice of Termination is given through the Date of Termination, and the Company shall have no additional obligations to the Executive under this Agreement.

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(i)	Commission of any act of fraud or dishonesty, conviction of<br>a criminal offense, willful disobedience of a lawful order, or receipt of bribery;
(ii)	Commission of any gross negligence by the Executive in the course of his/her employment hereunder that<br>has a material adverse effect on the business or financial condition of the Company and/or its subsidiaries and affiliated entities;
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(iii)	Wilful material misrepresentation at any time by the Executive to the Board;
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(iv)	The wilful failure or refusal to comply with any of the Executive’s material obligations hereunder<br>or to comply with a reasonable and lawful instruction of the Board, which failure to comply with such instruction continues for a period<br>of ten (10) days after the Executive’s receipt of written notice from the Board identifying in reasonable detail the objectionable<br>action or inaction; or
---	---
(v)	Engagement by the Executive in any misconduct or the commission by the Executive of any act that is materially<br>injurious or detrimental to the substantial interest of the Company and/or its subsidiaries and affiliated entities, as determined by<br>the Board.
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8.	CONFIDENTIALITY AND NONDISCLOSURE
(a)	Confidentiality and Non-Disclosure.
---	---

(b)

Third Party Information in the Company’s Possession. The Executive recognizes that the Company may have received, and in the future may receive, from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Executive agrees that the Executive owes the Company and such third parties, during the Term and thereafter, a duty to hold all such confidential or proprietary information in strict confidence and not to disclose such information to any person or firm, or otherwise use such information, in a manner inconsistent with the limited purposes permitted by the Company’s agreement with such third party.

9.	NON-COMPETITION AND NON-SOLICITATION
(a)	Non-Competition. In consideration of the compensation<br>provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, subject to the<br>terms of the Operative Employment Agreement, if any, the Executive agrees that during the Term and for a period of twelve (12) months<br>following the termination of the Employment for whatever reason, the Executive shall not engage in Competition (as defined below) with<br>the Group. For purposes of this Agreement, unless otherwise provided under the Operative Employment Agreement, if any, “Competition”<br>by the Executive shall mean the Executive’s engaging in, or otherwise directly or indirectly being employed by or acting as a consultant<br>or lender to, or being a director, officer, employee, principal, agent, stockholder, member, owner or partner of, or permitting the Executive’s<br>name to be used in connection with the activities of, any other business or organization which competes, directly or indirectly, with<br>the Group in the business of the Group; provided, however, it shall not be a violation for the Executive to become the<br>registered or beneficial owner of up to five percent (5%) of any class of the capital stock of a publicly traded corporation in Competition<br>with the Group, provided that the Executive does not otherwise participate in the business of such corporation.
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(b)	Non-Solicitation; Non-Interference. During the Term and for a period of twelve (12) months following<br>the termination of the Executive’s employment for any reason, subject to the terms of the Operative Employment Agreement, if any,<br>the Executive agrees that he/she will not, directly or indirectly, for the Executive’s benefit or for the benefit of any other person<br>or entity, do any of the following:
---	---
(1)	solicit or seek to solicit from any customer doing business<br>with the Group during the Term business of the same or of a similar nature to the business of the Group;
---	---

(2)	solicit or seek to solicit from any known potential customer of the Group business of the same or of a<br>similar nature to that which, whether or not has been the subject of a known written or oral bid, offer or proposal by the Group, or of<br>substantial preparation with a view to making such a bid, proposal or offer;
(3)	solicit or seek to solicit the employment or services of, or hire or engage, any person who is employed<br>or engaged by the Group; or
---	---
(4)	otherwise interfere with the business or accounts of the Group, including, but not limited to, with respect<br>to any relationship or agreement between the Group and any customer, vendor or supplier.
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10.	CLAWBACK

11.	ENTIRE AGREEMENT

12.	GOVERNING LAW AND DISPUTE RESOLUTION

13.	COUNTERPARTS

[Remainderof the page intentionally left blank.]

IN WITNESS WHEREOF, the Agreement has been executed as of the date first written above.

COMPANY:
JM Group Limited
a British Virgin Islands company
By:	/s/ Chun Kwok Stanley Ting
Name:	Chun Kwok Stanley Ting
Title:	Director
EXECUTIVE:
/s/ Rita Ting
Name:	Rita Ting

Exhibit 4.11

Form of Lock-UpAgreement

[●], 2025

Webull Financial LLC

44 Wall Street

New York, NY 10005

As Underwriter of the Company

Ladies and Gentlemen:

The undersigned understands that Webull Financial LLC, the representative (the “Representative”) of the underwriters (the “Underwriters”), proposes to enter into an underwriting agreement (the “Underwriting Agreement”) with, JM GROUP LIMITED, a holding company incorporated in the British Virgin Islands (the “Company”), in connection with the public offering (the “Offering”) of the Company’s ordinary share, par value $0.0000625 per share (the “Ordinary Shares”).

To induce the Underwriters to continue their efforts in connection with the Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, for a period of 180 days from the commencement of the of the Offering (the “Lock-Up Period”), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for the Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of the Lock-Up Securities, in cash or otherwise; and (3) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to the Lock-Up Securities. The foregoing sentence shall not apply to (a) transactions relating to the Ordinary Shares or other securities acquired in open market transactions after the completion of the Offering, or (b) transfers of the Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); provided that in the case of any transfer or distribution pursuant to clause (b), each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement; (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be; (e) if the undersigned is a trust, to a trustee or beneficiary of the trust; providedthat in the case of any transfer pursuant to the foregoing clauses (b), (c) or (d), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement, and (iii) no filing under Section 13 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) or other filing or public announcement shall be required or shall be voluntarily made, (f) the receipt by the undersigned from the Company of Shares upon the vesting of restricted share awards or share units or upon the exercise of options to purchase the Company’s Ordinary Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined in the Underwriting Agreement) (the “Plan Shares”) or the transfer of Ordinary Shares or any securities convertible into Ordinary Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-up Period, provided that no filing under Section 13 of the Exchange Act or other public announcement shall be required or shall be voluntarily made within 90 days after the date of the Underwriting Agreement, and after such 90th day, if the undersigned is required to file a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Ordinary Shares during the Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the establishment of a trading plan pursuant to Rule 10b51 under the Exchange Act for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for the transfer of Lock-Up Securities during the Lock-Up Period and (ii) no public announcement or filing under the Exchange Act will be voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan; and (h) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver a lock-up agreement substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 13 of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law (collectively, “Permitted Transfers”). In addition, the undersigned agrees that, without the prior written consent of the Representative, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Lock-Up Securities or any security convertible into or exercisable or exchangeable for Lock-Up Securities, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent against the transfer of the undersigned’s Lock-Up Securities except in compliance with the foregoing restrictions.

No provision in this lock-up agreement shall be deemed to restrict or prohibit (i) the adoption of an equity incentive plan and the grant of awards or equity pursuant to any equity incentive plan, and the filing of a registration statement on Form S-8; provided, however, that any sales by parties to this lock-up agreement shall be subject to this lock-up agreement, (ii) the issuance of Ordinary Shares in connection with the exercise of outstanding options or warrants of the Company; provided that this lock-up agreement shall apply to any of the undersigned’s shares issued upon such exercise, or (iii) the issuance of securities in connection with an acquisition or a strategic relationship which may include the sale or equity securities; provided, that none of such shares shall be saleable in the public market until the expiration of the 180-day period described above.

If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any securities that the undersigned may purchase in the Offering; and (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the release or waiver. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration or in connection with any other Permitted Transfer and (b) the transferee has agreed in writing to be bound by the same terms described in this letter agreement to the extent and for the duration that such terms remain in effect at the time of such transfer.

The undersigned understands that the Company and the Underwriters are relying upon this lock-up agreement in proceeding toward consummation of the Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representative, successors and assigns.

The undersigned understands that, if (i) the Underwriting Agreement is not executed by [●], 2025, (ii) the Company notifies the Representative in writing that it does not intend to proceed with the Offering or (iii) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Ordinary Shares to be sold thereunder, the undersigned shall be released from all obligations under this letter agreement.

Whether or not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. The undersigned acknowledges that no assurances are given by the Company or the Underwriters that any Offering will be consummated. This letter agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York.

[SignaturePage Follows]

Very truly yours,
(Signature)
Address:
Email:
Date:

Exhibit 8.1

Subsidiaries of the Registrant

Subsidiaries	Jurisdiction of Incorporation
JM Manufacturing (HK) Limited	Hong Kong

Exhibit 11.1

JM GROUP LIMITED

CODE OF BUSINESS CONDUCT AND ETHICS

I. PURPOSE

This Code of Business Conduct and Ethics (the “Code”), adopted as of August 26, 2025, contains general guidelines for conducting the business of JM Group Limited, a British Virgin Islands company, and its subsidiaries and affiliates (collectively, the “Company”), and is intended to qualify as a “code of ethics” within the meaning of Section 406(c) of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, we adhere to these higher standards.

This Code is designed to deter wrongdoing and to promote:

●	honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
●	full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the U.S. Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company;
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●	compliance with applicable laws, rules and regulations;
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●	prompt internal reporting of violations of the Code; and
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●	accountability for adherence to the Code.
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II. APPLICABILITY

This Code applies to all directors, officers and employees of the Company, whether they work for the Company on a full-time, part-time, consultative or temporary basis (each, an “employee” and collectively, the “employees”). Certain provisions of the Code apply specifically to our chief executive officer, chief financial officer, senior finance officer and any other persons who perform similar functions for the Company (each, a “seniorofficer,” and collectively, the “senior officers”).

The Board of Directors of the Company (the “Board”) has appointed the Company’s General Counsel as the Compliance Officer for the Company (the “Compliance Officer”). If you have any questions regarding the Code or would like to report any violation of the Code, please contact the Compliance Officer.

This Code has been adopted by the Board and shall become effective (the “Effective Time”) upon the effectiveness of the Company’s registration statement on Form F-1 filed by the Company with the SEC relating to the Company’s initial public offering. Following the Effective Time, the Board and the Compliance Officer, as well as any duly appointed committee charged with enforcing this Code, shall be entitled to enforce this Code to the full extent permitted by law.

III. CONFLICTS OF INTEREST

Identifying Conflicts of Interest

A conflict of interest occurs when an employee’s private interest interferes, or appears to interfere, in any way with the interests of the Company as a whole. An employee should actively avoid any private interest that may impact such employee’s ability to act in the interests of the Company or that may make it difficult to perform the employee’s work objectively and effectively. In general, the following should be considered conflicts of interest:

●	Competing Business. No employee may be employed by a business that competes with the Company or deprives it of any business.
●	Corporate Opportunity. No employee should use corporate property, information or his/her position with the Company to secure a business opportunity that would otherwise be available to the Company. If an employee discovers a business opportunity that is in the Company’s line of business through the use of the Company’s property, information or position, the employee must first present the business opportunity to the Company and obtain approval from the Company’s Audit Committee before pursuing the opportunity in his/her individual capacity.
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●	Financial Interests
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i.	No employee may have any financial interest (ownership or otherwise), either directly or indirectly through a spouse or other family member, in any other business or entity if such interest adversely affects the employee’s performance of duties or responsibilities to the Company, or requires the employee to devote time to it during such employee’s working hours at the Company; provided, however that an officer or director may devote time to such other interest during working hours so long as it does not interfere with his/her ability to carry out his/her duties at the Company;
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ii.	No employee may hold any ownership interest in a privately held company that is in competition with the Company;
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iii.	An employee may hold up to 5% ownership interest in a publicly traded company that is in competition with the Company; provided that if the employee’s ownership interest in such publicly traded company increases to more than 5%, the employee must immediately report such ownership to the Compliance Officer;
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iv.	No employee may hold any ownership interest in a company that has a business relationship with the Company if such employee’s duties at the Company include managing or supervising the Company’s business relations with that company; and
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v.	Notwithstanding the other provisions of this Code,
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(a)	a director or any immediate family member of such director (collectively, “Director Affiliates”) or a senior officer or any immediate family member of such senior officer (collectively, “Officer Affiliates”) may continue to hold his/her investment or other financial interest in a business or entity (an “Interested Business”) that:
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(1)	was made or obtained either (x) before the Company invested in or otherwise became interested in such business or entity; or (y) before the director or senior officer joined the Company (for the avoidance of doubt, regardless of whether the Company had or had not already invested in or otherwise become interested in such business or entity at the time the director or senior officer joined the Company); or
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(2)	may in the future be made or obtained by the director or senior officer, provided that at the time such investment or other financial interest is made or obtained, the Company has not yet invested in or otherwise become interested in such business or entity;
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provided that such director or senior officer shall disclose such investment or other financial interest to the Board;

(b)	an interested director or senior officer shall refrain from participating in any discussion among senior officers of the Company relating to an Interested Business and shall not be involved in any proposed transaction between the Company and an Interested Business; and
(c)	before any Director Affiliate or Officer Affiliate (i) invests, or otherwise acquires any equity or other financial interest, in a business or entity that is in competition with the Company; or (ii) enters into any transaction with the Company, the related director or senior officer shall obtain prior approval from the Audit Committee of the Board.
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For purposes of this Code, a company or entity is deemed to be “in competition with the Company” if it competes with the Company’s business of providing corporate business training services, corporate consulting services, advisory and transaction services, and/or any other business in which the Company is engaged.

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Loans or Other Financial Transactions. No employee, officer or director, or any of his or her family members, may obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, the Company or any company that is a material customer, supplier or competitor of the Company. This guideline does not prohibit arms-length transactions with recognized banks or other financial institutions.

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Service on Boards and Committees. No employee shall serve on a board of directors or trustees or on a committee of any entity (whether profit or not-for-profit) whose interests could reasonably be expected to conflict with those of the Company. Employees must obtain prior approval from the Board or the Company’s Audit Committee, as required by the rules of NYSE, before accepting any such board or committee position. The Company may revisit its approval of any such position at any time to determine whether an employee’s service in such position is still appropriate.

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The above is in no way a complete list of situations where conflicts of interest may arise. The following questions might serve as a useful guide in assessing a potential conflict of interest situation not specifically addressed above:

●	Is the action to be taken legal?
●	Is it honest and fair?
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●	Is it in the best interests of the Company?
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Disclosure of Conflicts of Interest

The Company requires that employees fully disclose any situations that could reasonably be expected to give rise to a conflict of interest. If an employee suspects that he/she has a conflict of interest, or a situation that others could reasonably perceive as a conflict of interest, the employee must report it immediately to the Compliance Officer. Conflicts of interest may only be waived by the Board, the appropriate committee of the Board and in some cases, as in accordance with NYSE rules, only by the Company’s Audit Committee, and will be promptly disclosed to the public to the extent required by law and applicable rules of NYSE.

Family Members and Work

The actions of family members outside the workplace may also give rise to conflicts of interest because they may influence an employee’s objectivity in making decisions on behalf of the Company. If a member of an employee’s family is interested in doing business with the Company, the criteria as to whether to enter into or continue the business relationship and the terms and conditions of the relationship must be no less favorable to the Company compared with those that would apply to an unrelated party seeking to do business with the Company under similar circumstances.

Employees should report any situation involving family members that could reasonably be expected to give rise to a conflict of interest to their supervisor or the Compliance Officer. For purposes of this Code, “family members” or “members of employee’s family” include an employee’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such employee’s home.

IV. GIFTS AND ENTERTAINMENT

The giving and receiving of appropriate gifts may be considered common business practice. Appropriate business gifts and entertainment are welcome courtesies designed to build relationships and understanding among business connections. However, gifts and entertainment should never compromise, or appear to compromise, an employee’s ability to make objective and fair business decisions.

It is the responsibility of employees to use good judgment in this area. As a general rule, employees may give or receive gifts or entertainment to or from customers or suppliers only if the gift or entertainment is in compliance with applicable law, insignificant in amount and not given in consideration or expectation of any action by the recipient. All gifts and entertainment expenses made on behalf of the Company must be properly accounted for on expense reports.

We encourage employees to submit gifts received to the Company. While it is not mandatory to submit small gifts, gifts of over USD 100 must be submitted immediately to the Compliance Officer.

Bribes and kickbacks are criminal acts, strictly prohibited by law. An employee must not offer, give, solicit or receive any form of bribe or kickback anywhere in the world.

V. FCPA COMPLIANCE

The U.S. Foreign Corrupt Practices Act (“FCPA”) prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. A violation of FCPA does not only violate the Company’s policy but also constitute a civil or criminal offense under FCPA which the Company is subject to after the Effective Time. No employee shall give or authorize directly or indirectly any illegal payments to government officials of any country. While the FCPA does, in certain limited circumstances, allow nominal “facilitating payments” to be made, any such payment must be discussed with and approved by an employee’s supervisor in advance before it can be made.

VI. PROTECTION AND USE OF COMPANY ASSETS

Employees should protect the Company’s assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any use of the funds or assets of the Company, whether for personal gain or not, for any unlawful or improper purpose is strictly prohibited.

To ensure the protection and proper use of the Company’s assets, each employee should:

●	Exercise reasonable care to prevent theft, damage or misuse of Company property;
●	Promptly report any actual or suspected theft, damage or misuse of Company property;
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●	Safeguard all electronic programs, data, communications and written materials from unauthorized access; and
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●	Use Company property only for legitimate business purposes.
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Except as approved in advance by the Chief Executive Officer or Chief Financial Officer of the Company, the Company prohibits political contributions (directly or through trade associations) by any employee on behalf of the Company. Prohibited political contributions include:

●	any contributions of the Company’s funds or other assets for political purposes;
●	encouraging individual employees to make any such contribution; and
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●	reimbursing an employee for any political contribution.
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VII. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

Employees should abide by the Company’s rules and policies in protecting the intellectual property and confidential information, including the following:

●	All inventions, creative works, computer software, and technical or trade secrets developed by an employee in the course of performing the employee’s duties or primarily through the use of the Company’s assets or resources while working at the Company shall be the property of the Company.
●	Employees should maintain the confidentiality of information entrusted to them by the Company or entities with which the Company has business relations, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its business associates, if disclosed.
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●	The Company maintains a strict confidentiality policy. During an employee’s term of employment with the Company, the employee shall comply with any and all written or unwritten rules and policies concerning confidentiality and shall fulfill the duties and responsibilities concerning confidentiality applicable to the employee.
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●	In addition to fulfilling the responsibilities associated with his/her position in the Company, an employee shall not, without obtaining prior approval from the Company, disclose, announce or publish trade secrets or other confidential business information of the Company, nor shall an employee use such confidential information outside the course of his/her duties to the Company.
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●	Even outside the work environment, an employee must maintain vigilance and refrain from disclosing important information regarding the Company or its business, business associates or employees.
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●	An employee’s duty of confidentiality with respect to the confidential information of the Company survives the termination of such employee’s employment with the Company for any reason until such time as the Company discloses such information publicly or the information otherwise becomes available in the public sphere through no fault of the employee.
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●	Upon termination of employment, or at such time as the Company requests, an employee must return to the Company all of its property without exception, including all forms of medium containing confidential information, and may not retain duplicate materials.
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VIII. ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS

Upon the Effective Time, the Company will be required to report its financial results and other material information about its business to the public and the SEC. It is the Company’s policy to promptly disclose accurate and complete information regarding its business, financial condition and results of operations. Employees must strictly comply with all applicable standards, laws, regulations and policies for accounting and financial reporting of transactions, estimates and forecasts. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and result in legal liability.

Employees should be on guard for, and promptly report, any possibility of inaccurate or incomplete financial reporting. Particular attention should be paid to:

●	Financial results that seem inconsistent with the performance of the underlying business;
●	Transactions that do not seem to have an obvious business purpose; and
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●	Requests to circumvent ordinary review and approval procedures.
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The Company’s senior financial officers and other employees working in the finance department have a special responsibility to ensure that all of the Company’s financial disclosures are full, fair, accurate, timely and understandable. Any practice or situation that might undermine this objective should be reported to the Compliance Officer.

Employees are prohibited from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence the Company’s independent auditors for the purpose of rendering the financial statements of the Company materially misleading. Prohibited actions include but are not limited to:

●	issuing or reissuing a report on the Company’s financial statements that is not warranted in the circumstances (due to material violations of U.S. GAAP, generally accepted auditing standards or other professional or regulatory standards);
●	not performing audit, review or other procedures required by generally accepted auditing standards or other professional standards;
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●	not withdrawing an issued report when withdrawal is warranted under the circumstances; or
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●	not communicating matters required to be communicated to the Company’s Audit Committee.
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IX. COMPANY RECORDS

Accurate and reliable records are crucial to the Company’s business and form the basis of its earnings statements, financial reports and other disclosures to the public. The Company’s records are a source of essential data that guides business decision-making and strategic planning. Company records include, but are not limited to, booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of business.

All Company records must be complete, accurate and reliable in all material respects. There is never an acceptable reason to make false or misleading entries. Undisclosed or unrecorded funds, payments or receipts are strictly prohibited. An employee is responsible for understanding and complying with the Company’s recordkeeping policy. An employee should contact the Compliance Officer if he/she has any questions regarding the recordkeeping policy.

X. COMPLIANCE WITH LAWS AND REGULATIONS

Each employee has an obligation to comply with the laws of the cities, provinces, regions and countries in which the Company operates. This includes, without limitation, laws covering commercial bribery and kickbacks, patent, copyrights, trademarks and trade secrets, information privacy, insider trading, offering or receiving gratuities, employment harassment, environmental protection, occupational health and safety, false or misleading financial information, misuse of corporate assets and foreign currency exchange activities. Employees are expected to understand and comply with all laws, rules and regulations that apply to their positions at the Company. If any doubt exists about whether a course of action is lawful, the employee should seek advice immediately from the Compliance Officer.

XI. DISCRIMINATION AND HARASSMENT

The Company is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment based on race, ethnicity, religion, gender, age, national origin or any other protected class. For further information, employees should consult the Compliance Officer.

XII. FAIR DEALING

Each employee should endeavor to deal fairly with the Company’s customers, suppliers, competitors and employees. None should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

XIII. HEALTH AND SAFETY

The Company strives to provide employees with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for other employees by following environmental, safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence or threats of violence are not permitted.

Each employee is expected to perform his/her duty to the Company in a safe manner, not under the influence of alcohol, illegal drugs or other controlled substances. The use of illegal drugs or other controlled substances in the workplace is prohibited.

XIV. VIOLATIONS OF THE CODE

All employees have a duty to report any known or suspected violation of this Code, including any violation of laws, rules, regulations or policies that apply to the Company. Reporting a known or suspected violation of this Code by others will not be considered an act of disloyalty, but an action to safeguard the reputation and integrity of the Company and its employees.

If an employee knows of or suspects a violation of this Code, it is such employee’s responsibility to immediately report the violation to the Compliance Officer, who will work with the employee to investigate his/her concern. All questions and reports of known or suspected violations of this Code will be treated with sensitivity and discretion. The Compliance Officer and the Company will protect the employee’s confidentiality to the extent possible, consistent with the law and the Company’s need to investigate the employee’s concern.

It is the Company’s policy that any employee who violates this Code will be subject to appropriate disciplinary action, including termination of employment, based upon the facts and circumstances of each particular situation. An employee’s conduct, if it does not comply with the law or with this Code, can result in serious consequences for both the employee and the Company.

The Company strictly prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. An employee inflicting reprisal or retaliation against another employee for reporting a known or suspected violation will be subject to disciplinary action, including termination of employment.

XV. WAIVERS OF THE CODE

Waivers of this Code will be granted on a case-by-case basis and only in extraordinary circumstances. Waivers of this Code may be made only by the Board, or the appropriate committee of the Board, and may be promptly disclosed to the public if so required by applicable laws and regulations and rules of the NYSE. Notwithstanding the foregoing, any waiver of this Code for a senior officer or a director may only be granted by the Board and must be publicly disclosed in accordance with the applicable rules of the NYSE.

XVI. CONCLUSION

This Code contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. If employees have any questions about these guidelines, they should contact the Compliance Officer. We expect all employees to adhere to these standards. Each employee is separately responsible for his/her actions. Conduct that violates the law or this Code cannot be justified by claiming that it was ordered by a supervisor or someone in higher management positions. If an employee engages in conduct prohibited by the law or this Code, such employee will be deemed to have acted outside the scope of his/her employment. Such conduct will subject the employee to disciplinary action, including termination of employment.

* * * * * * * * * * * * *

Exhibit 11.2

JM Group Limited

Insider Trading Policy

The Insider Trading Policy, adopted as of October 6, 2025 (this “Policy”), describes the standards of JM Group Limited and its subsidiaries (the “Company”) on trading, and causing the trading of, the Company’s securities or securities of Covered Companies while in possession of confidential information.

This Policy is divided into two parts:

●

The first part prohibits trading in certain circumstances and applies to all directors, officers, employees, consultants and independent contractors of the Company, Family Members (defined below) of any of the aforementioned persons, and Controlled Entities of such persons; and

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The second part imposes special additional trading restrictions and applies to all (i) directors of the Company, (ii) executive officers of the Company (together with the directors, “Company Insiders”), (iii) other than Company Insiders, the employees listed on Appendix A, to be updated by the Company from time to time at the discretion of the Compliance Officer (together with Company Insiders, collectively, “Covered Persons”), (iv) certain other employees, consultants and independent contractors that the Company may designate from time to time at the discretion of the Compliance Officer as “Covered Persons” because of their position, responsibilities or their actual or potential access to material information, and (v) any Family Members or Controlled Entities of any of the Covered Persons.

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For purpose of this Policy, any transactions conducted by any Controlled Entities of any director, officer, employee, consultants or independent contractors of the Company, or any of their Family Members, are deemed conducted by such person.

One of the principal purposes of the federal securities laws is to prohibit so-called “insider trading.” Simply stated, insider trading occurs when a person uses material nonpublic information obtained through involvement with the Company to make decisions to purchase, sell, give away or otherwise trade the securities of the Company or any Covered Company, or to provide that information to others outside the Company. The prohibitions against insider trading apply to purchase, sell, trades, tips and recommendations by virtually any person, including all persons associated with the Company, if the information involved is “material” and “nonpublic.” These terms are defined in this Policy under the “Definitions” section below. The prohibitions would apply to any director, officer, employee, consultant, independent contractor, any of their Family Members or any of their Controlled Entities who buys or sells the securities of the Company or a Covered Company on the basis of material nonpublic information that he or she obtained about the Company or any Covered Company.

Definitions

(a) Material. Insider trading restrictions come into play only if the information you possess is “material.” Materiality, however, involves a relatively low threshold. Information is generally regarded as “material” if it has market significance, that is, if its public dissemination is likely to affect the market price of securities, or if it otherwise is information that a reasonable investor would want to know before making an investment decision.

Information dealing with the following subjects is reasonably likely to be found material in particular situations:

(i) significant changes in the Company’s prospects;

(ii) significant write-downs in assets or increases in reserves;

(iii) developments regarding significant litigation or government agency investigations;

(iv) liquidity problems;

(v) changes in earnings estimates or unusual gains or losses in major operations;

(vi) major changes in the Company’s management or the board of directors;

(vii) changes in dividends;

(viii) extraordinary borrowings;

(ix) major changes in accounting methods or policies;

(x) award or loss of a significant contract;

(xi) cybersecurity risks and incidents, including vulnerabilities and breaches;

(xii) changes in debt ratings;

(xiii) proposals, plans or agreements, even if preliminary in nature, involving mergers, acquisitions, divestitures, recapitalizations, strategic alliances, licensing arrangements, or purchases or sales of substantial assets; and

(xiv) offerings of Company securities.

Material information is not limited to historical facts but may also include projections and forecasts. Material information can also include information relating to other companies, including the Company’s acquisition targets, customers, vendors or suppliers. With respect to a future event, such as a merger, acquisition or introduction of a new product, the point at which negotiations or product development are determined to be material is determined by balancing the probability that the event will occur against the magnitude of the effect the event would have on a company’s operations or stock price should it occur. Thus, information concerning an event that would have a large effect on stock price, such as a merger, may be material even if the possibility that the event will occur is relatively small. When in doubt about whether particular nonpublic information is material, you should presume it is material. If you are unsure whether information is material, you should either consultthe Compliance Officer before making any decision to disclose such information (other than to persons who need to know it) or to purchase,sell, trade in or recommend securities to which that information relates or assume that the information is material.

(b) Nonpublic. Insider trading prohibitions come into play only when you possess information that is material and “nonpublic.” The fact that information has been disclosed to a few members of the public does not make it public for insider trading purposes. To be “public” the information must have been disseminated in a manner designed to reach investors generally, and the investors must be given the opportunity to absorb the information. Even after public disclosure of information about the Company, you must wait until the close of business on the second (2^nd^) trading day after the information was publicly disclosed before you can treat the information as public.

Nonpublic information may include:

(i) information available to a select group of analysts or brokers or institutional investors;

(ii) undisclosed facts that are the subject of rumors, even if the rumors are widely circulated; and

(iii) information that has been entrusted to the Company on a confidential basis until a public announcement of the information has been made and enough time has elapsed for the market to respond to a public announcement of the information (normally two (2) trading days).

As with questions of materiality, if you arenot sure whether information is considered public, you should either consult with the Compliance Officer or assume that the informationis nonpublic and treat it as confidential.

(c)Trade. “Trade” is defined hereunder as a public purchase or sale that is effected on an exchange or in an over-the counter market and does not include a privately negotiated purchase or sale of the securities of the Company or a Covered Company. For avoidance of doubt, no purchase or sale, publicly or privately, shall be allowed if a person covered hereunder is in possession of material nonpublic information.

(d) Trading Day. A “trading day” means a day on which national stock exchanges (including the Over the Counter Bulletin Board) are open for trading.

(e) Family Members. The “Family Members” of a person means the person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law who reside with the person, anyone else who lives in the household of the person, any family members who do not live in the household of the person but whose transactions in the Company’s securities or securities of Covered Companies are directed by the person or are subject to influence or control of the person.

(f) Controlled Entities. “Controlled Entities” of a person include (i) any corporation or organization (other than the Company or its subsidiaries) in which such person is a director or officer or directly or indirectly the beneficial owner of 10% or more of any class of equity securities, and (ii) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as a trustee, executor or in a similar fiduciary capacity.

(g) Compliance Officer. The Company has appointed Chief Financial Officer as the Compliance Officer for this Policy; provided that Chief Executive Officer of the Company will serve as Compliance Officer in respect of any proposed trading by Chief Financial Officer or his or her Family Members. The duties of the Compliance Officer include, but are not limited to, the following:

(i) assisting with implementation and enforcement of this Policy;

(ii) circulating this Policy to all persons covered hereunder and ensuring that this Policy is amended as necessary to remain up-to-date with insider trading laws;

(iii) updating the list of Covered Persons as Appendix A from time to time;

(iv) pre-clearing all trading in securities of the Company by Covered Persons in accordance with the procedures set forth in Part II, Section 2 below;

(v) providing approval of any Rule 10b5-1 plans under Part II, Section 1(c) below and any prohibited transactions under Part II, Section 3 below; and

(vi) providing a reporting system with an effective whistleblower protection mechanism.

(h) Covered Companies. “Covered Companies” refer to publicly traded companies, other than the Company, that are the customers or suppliers of the Company (including its subsidiaries), or any other companies that are economically linked with the Company (including its subsidiaries), including the Company’s competitors, and any company with which the Company has contractual or other business relationships or may be negotiating transactions.

PART I

Applicability

This Policy applies to all trading or other transactions in (i) the Company’s securities, including ordinary shares, options and any other securities that the Company may issue, such as preferred shares, notes, bonds and convertible securities, as well as to derivative securities relating to any of the Company’s securities, whether or not issued by the Company; and (ii) the securities of Covered Companies, including ordinary shares / common stock, options and other securities issued by those companies as well as derivative securities relating to any of those Covered Companies’ securities.

This Policy applies to all employees of the Company, all officers of the Company, all members of the Company’s board of directors, consultants and independent contractors, their respective Family Members, and their Controlled Entities.

General Policy: No Trading or Causing Trading While in Possession of Material Nonpublic Information

(a) No director, officer, employee, consultants or independent contractors, or any of their Family Members may purchase or sell, or offer to purchase or sell, any Company security or security of a Covered Company, whether or not issued by the Company, while in possession of material nonpublic information about the Company. (The terms “material” and “nonpublic” are defined in the “Definitions” section above.)

**(b)**No director, officer, employee, consultants or independent contractors, or any of their Family Members, who knows of any material nonpublic information about the Company may communicate that information to (“tip”) any other person, including family members and friends, or otherwise disclose such information without the Company’s authorization.

**(c)**No director, officer, employee, consultants or independent contractors, or any of their Family Members, may purchase or sell any security of any Covered Company, while in possession of material nonpublic information about that company that was obtained in the course of his or her involvement with the Company. No director, officer, employee, consultants or independent contractors, or any of their Family Members, who knows of any such material nonpublic information may communicate that information to, or tip, any other person, including family members and friends, or otherwise disclose such information without the Company’s authorization.

**(d)**For compliance purposes, you should never purchase, sell, trade, tip or recommend securities (or otherwise cause the purchase or sale of securities) while in possession of information that you have reason to believe is material and nonpublic unless you first consult with, and obtain the advance approval of, the Compliance Officer (which is defined in the “Definitions” section above).

**(e)**Covered Persons must “pre-clear” all trading in securities of the Company in accordance with the procedures set forth in Part II, Section 2 below.

(f) Even if trading is allowed, Federal securities laws require that officers, directors, large stockholders (owning more than 5% or 10%) and affiliates of the Company publicly report transactions in Company stock (such as on Form 144 with respect to sale of restricted and control securities, and, in certain cases, Schedules 13D and 13G). Contact the Compliance Officer if you need assistance complying with these additional requirements.

Exceptions

The trading restrictions of this Policy do not apply to the following:

Exercising stock options granted under the Company’s current or future equity incentive plans for cash, cashless exercise without a simultaneous sale of shares from such exercise, or the delivery of previously owned Company stock. However, the sale of any shares issued on the exercise of Company-granted stock options are subject to trading restrictions under this Policy.

Violations of Insider Trading Laws

Penalties for trading on or communicating material nonpublic information can be severe, both for individuals involved in such unlawful conduct and their employers and supervisors, and may include jail terms, criminal fines, civil penalties and civil enforcement injunctions. Given the severity of the potential penalties, compliance with this Policy is absolutely mandatory.

(a) Legal Penalties. A person who violates insider trading laws by engaging in transactions in a company’s securities when he or she has material nonpublic information can be sentenced to a substantial jail term and required to pay a criminal penalty of several times the amount of profits gained or losses avoided.

In addition, a person who tips others may also be liable for transactions by the tippees to whom he or she has disclosed material nonpublic information. Tippers can be subject to the same penalties and sanctions as the tippees, and the U.S. Securities and Exchange Commission (the “SEC”) has imposed large penalties even when the tipper did not profit from the transaction.

The SEC can also seek substantial civil penalties from any person who, at the time of an insider trading violation, “directly or indirectly controlled the person who committed such violation,” which would apply to the Company and/or management and supervisory personnel. These control persons may be held liable for up to the greater of $2,636,135 (as of the adoption of this Policy, which may be adjusted periodically pursuant to relevant rules) or three times the amount of the profits gained or losses avoided. Even for violations that result in a small or no profit, the SEC can seek penalties from a company and/or its management and supervisory personnel as control persons.

(b) Company-Imposed Penalties. Employees who violate this Policy may be subject to disciplinary action by the Company, including dismissal for cause. Any exceptions to the Policy, if permitted, may only be granted by the Compliance Officer and must be provided before any activity contrary to the above requirements takes place.

5. Applicability After Termination of Relationshipwith the Company

If the relationship with the Company terminates at a time when an employee, officer, director, consultant or independent contractor has material nonpublic information about the Company, the prohibition on trading on such information continues until such information is no longer material nonpublic information.

Inquiries

If you have any questions regarding any of the provisions of this Policy, please contact the Compliance Officer .

PART II

Blackout Periods

All Covered Persons are prohibited from trading in the Company’s securities during the blackout periods as defined below. During the blackout periods, Covered Persons generally possess or are presumed to possess material nonpublic information about the Company’s financial results. Even if it is not during a blackout period, a Covered Person who is in possession of any material nonpublic information should not purchase, sell or trade in the Company’s securities until the information has been made publicly available or is no longer material.

(a) Periodic Blackout Periods. In the event that only semi-annual and annual financial results of the Company are filed or furnished with the SEC or publicly available to its shareholders through other distribution channel, trading in the Company’s securities is prohibited during the period beginning at the close of the market on the fifteenth (15th) calendar day preceding the end of a semi-annual period or fiscal year and ending at the close of the market on the second (2nd) business day after the Company’s financial results are publicly released or disclosed. In the event that quarterly and annual financial results of the Company are filed or furnished with the SEC or publicly available to its shareholders through other distribution channel, trading in the Company’s securities is prohibited during the period beginning at the close of the market on the fifteenth (15th) calendar day preceding the end of a quarter or fiscal year and ending at the close of the market on the second (2nd) business day after the Company’s financial results are publicly released or disclosed.

(b) Other Blackout Periods. From time to time, other types of material nonpublic information regarding the Company (such as negotiation of mergers, acquisitions or dispositions, investigation and assessment of cybersecurity incidents or new product developments) may be pending and not be publicly disclosed. While such material nonpublic information is pending, even if it is not during a periodic blackout period provided under section 1(a) above, the Company may impose special blackout periods during which Covered Persons are prohibited from trading in the Company’s securities. If the Company imposes a special blackout period, it will notify the Covered Persons affected.

(c) Exception. These trading restrictions do not apply to transactions under a pre-existing written plan, contract, instruction, or arrangement under Rule 10b5-1 under the Securities Exchange Act of 1934 (an “Approved 10b5-1 Plan”) that:

(i) has been reviewed and approved at least two (2) weeks in advance of any trades thereunder by the Compliance Officer (or, if revised or amended, such revisions or amendments have been reviewed and approved by the Compliance Officer at least two (2) weeks in advance of any subsequent trades);

(ii) provides that no trades may occur thereunder until expiration of the applicable cooling-off period specified in Rule 10b5-1(c)(ii)(B), and no trades occur until after that time. The appropriate cooling-off period will vary based on the status of the Covered Person. For directors and officers, the cooling-off period ends on the later of (x) ninety (90) days after adoption or certain modifications of the 10b5-1 plan; or (y) two (2) business days following disclosure of the Company’s financial results in a Form 20-F or Form 6-K relevant to the quarter in which the 10b5-1 plan was adopted. For all other Covered Persons, the cooling-off period ends thirty (30) days after adoption or modification of the 10b5-1 plan. This required cooling-off period will apply to the entry into a new 10b5-1 plan and any revision or modification of a 10b5-1 plan;

(iii) was entered into in good faith by the Covered Person, and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1, at a time when the Covered Person was not in possession of material nonpublic information about the Company; and if the Covered Person is a director or officer, the 10b5-1 plan must include representations by the Covered Person certifying to that effect;

(iv) gives a third party the discretionary authority to execute such purchases and sales, outside the control of the Covered Person, so long as such third party does not possess any material nonpublic information about the Company; or explicitly specifies the security or securities to be purchased or sold, the number of shares, the prices and/or dates of transactions, or other formula(s) describing such transactions; and

(v) is the only outstanding Approved 10b5-1 Plan entered into by the Covered Person (subject to the exceptions set out in Rule 10b5-1(c)(ii)(D)).

Pre-Clearance of Securities Transactions

**(a)**Because Company Insiders are likely to obtain material nonpublic information on a regular basis, the Company requires all such persons to refrain from trading, even if it is not during a blackout period, without first pre-clearing all transactions in the Company’s securities.

**(b)**Subject to the exemption in subsection (d) below, no Company Insider may, directly or indirectly, purchase or sell (or otherwise make any transfer, gift, pledge or loan of) any Company security at any time without first obtaining prior approval from the Compliance Officer. These procedures also apply to transactions by such person’s Family Members and to transactions by Controlled Entities of such person.

**(c)**The Compliance Officer shall record the date each request is received and the date and time each request is approved or disapproved. Unless revoked, a grant of permission will normally remain valid until the close of trading fourteen (14) calendar days following the day on which it was granted. If the transaction does not occur during the 14-day period, pre-clearance of the transaction must be re-requested.

**(d)**Pre-clearance is not required for purchases and sales of securities under an Approved 10b5-1 Plan once the applicable cooling-off period has expired. No trades may be made under an Approved 10b5-1 Plan until expiration of the applicable cooling-off period. With respect to any purchase or sale under an Approved 10b5-1 Plan, the third party effecting transactions on behalf of the Company Insider should be instructed to send duplicate confirmations of all such transactions to the Compliance Officer.

Prohibited Transactions

**(a)**Company Insiders are prohibited from trading in the Company’s equity securities during a blackout period imposed under an “individual account” retirement or pension plan of the Company, during which at least 50% of the plan participants are unable to purchase, sell or otherwise acquire or transfer an interest in equity securities of the Company, due to a temporary suspension of trading by the Company or the plan fiduciary.

**(b)**Covered Persons, including any person’s Family Members and Controlled Entities of such person, are prohibited from engaging in the following transactions in the Company’s securities unless advance approval is obtained from the Compliance Officer:

(i) Short-term trading. Company Insiders who purchase Company securities may not sell any Company securities of the same class for at least six (6) months after the purchase, and Company Insiders who sell Company securities may not purchase any Company securities of the same class for at least six (6) months after the sale;

(ii) Short sales. Covered Persons may not sell the Company’s securities short;

(iii) Options trading. Covered Persons may not buy or sell puts or calls or other derivative securities on the Company’s securities;

(iv) Trading on margin or pledging. Covered Persons may not hold Company securities in a margin account or pledge Company securities as collateral for a loan; and

(v) Hedging. Covered Persons may not enter into hedging or monetization transactions or similar arrangements with respect to Company securities.

Acknowledgment and Certification

All Covered Persons are required to sign the attached acknowledgment and certification.

[Remainder of Page Intentionally Left Blank]

ACKNOWLEDGMENT AND CERTIFICATION

The undersigned does hereby acknowledge receipt of JM Group Limited’s Insider Trading Policy. The undersigned has read and understands such Policy and agrees to be governed by such Policy at all times in connection with the purchase and sale of securities and the confidentiality of nonpublic information.

	(Signature)
	(Please print name)
Date:

APPENDIX A

LIST OF COVERED PERSONS(OTHER THAN OFFICERS AND DIRECTORS)

Name	Title/Department

A-1

Exhibit 12.1

Certification

Pursuant to Rule 13a-14(a) of the Exchange Act

I, Chun Kwok Stanley Ting, certify that:

1.	I have reviewed this annual report on Form 20-F of JM Group Limited;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	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 company as of, and for, the periods presented in this report;
---	---
4.	The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 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 company 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 company, 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 company’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 company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
---	---
5.	The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
---	---
a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’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 company’s internal control over financial reporting.
---	---

Date: February 10, 2026

By:	/s/ Chun Kwok Stanley Ting
Name:	Chun Kwok Stanley Ting
Title:	Chief Executive Officer<br><br> <br>(Principal Executive Officer)

Exhibit12.2

Certification

Pursuantto Rule 13a-14(a) of the Exchange Act

I, Kin Zheng, certify that:

1.	I have<br> reviewed this annual report on Form 20-F of JM Group Limited;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
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3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this<br> report;
---	---
4.	The company’s<br> other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined<br> in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)<br> and 15d-15(f)) for the company and have:
---	---
a.	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed such internal<br> control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,<br> to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for<br> external purposes in accordance with generally accepted accounting principles;
---	---
c.	Evaluated the effectiveness<br> of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of<br> 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<br> any change in the company’s internal control over financial reporting that occurred during the period covered by the annual<br> report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial<br> reporting; and
---	---
5.	The company’s other<br> certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to<br> the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent<br> functions):
---	---
a.	All significant deficiencies<br> and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely<br> affect the company’s ability to record, process, summarize and report financial information; and
---	---
b.	Any fraud, whether or not<br> material, that involves management or other employees who have a significant role in the company’s internal control over financial<br> reporting.
---	---

Date: February 10, 2026

By:	/s/<br> Kin Zheng
Name:	Kin Zheng
Title:	Chief<br> Financial Officer<br><br> <br>(Principal<br> Financial and Accounting Officer)

Exhibit13.1

Certification

Pursuantto 18 U.S.C. Section 1350

Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of JM Group Limited (the “Company”), does hereby certify, to such officer’s knowledge, that the Annual Report on Form 20-F for the year ended September 30, 2025 of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 10, 2026

JM Group Limited
By:	/s/<br> Chun Kwok Stanley Ting
Name:	Chun Kwok Stanley Ting
Title:	Chief<br> Executive Officer<br><br> <br>(Principal<br> Executive Officer)

Date: February 10, 2026

By:	/s/<br> Kin Zheng
Name:	Kin Zheng
Title:	Chief<br> Financial Officer<br><br> <br>(Principal<br> Financial and Accounting Officer)

Exhibit 97.1

JM Group Limited

CLAWBACK POLICY

OVERVIEW

In accordance with the applicable rules (the “NYSE Rules”) of The NYSE Amex (“NYSE”), Section 10D and Rule 10D-1 (“Rule 10D-1”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board of Directors (the “Board”) of JM Group Limited (the “Company”) has adopted this Policy (the “Policy”) to provide for the recovery of Erroneously Awarded Incentive-based Compensation (as defined herein) from Executive Officers (as defined herein).

RECOVERY OFERRONEOUSLY AWARDED COMPENSATION

Recovery Process

In the event of an Accounting Restatement (as defined herein), the Company will reasonably promptly recover the Erroneously Awarded Compensation Received in accordance with NYSE Rules and Rule 10D-1 as follows:

1.	After an Accounting Restatement, the Compensation Committee (if composed entirely of independent directors, or in the absence of such a committee, a majority of independent directors serving on the Board) (the “Committee”) shall determine the amount of any Erroneously Awarded Compensation Received by each Executive Officer and shall promptly notify each Executive Officer with a written notice containing the amount of any Erroneously Awarded Compensation and a demand for repayment or return of such compensation, as applicable.
(a)	For Incentive-based Compensation based on (or derived from) the Company’s stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement:
---	---
i.	The amount to be repaid or returned shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the Company’s stock price or total shareholder return upon which the Incentive-based Compensation was Received; and
---	---
ii.	The Company shall maintain documentation of the determination of such reasonable estimate and provide the relevant documentation as required to NYSE.
---	---
2.	The Committee shall have discretion to determine the appropriate means of recovering Erroneously Awarded Compensation based on the particular facts and circumstances. Notwithstanding the foregoing, except as set forth in “Limited Exception” below, in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of an Executive Officer’s obligations hereunder.
---	---
3.	To the extent that the Executive Officer has already reimbursed the Company for any Erroneously Awarded Compensation Received under any duplicative recovery obligations established by the Company or applicable law, it shall be appropriate for any such reimbursed amount to be credited to the amount of Erroneously Awarded Compensation that is subject to recovery under this Policy.
---	---
4.	To the extent that an Executive Officer fails to repay all Erroneously Awarded Compensation to the Company when due, the Company shall take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from the applicable Executive Officer. The applicable Executive Officer shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such Erroneously Awarded Compensation in accordance with the immediately preceding sentence.
---	---

Limited Exception

Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions as set forth in “Recovery Process” above if the Committee determines that recovery would be impracticable and any of the following two conditions are met:

The Committee has determined that the direct expenses paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered. Before making this determination, the Company must make a reasonable attempt to recover the Erroneously Awarded Compensation, documented such attempt(s) and provided such documentation to NYSE; or

Recovery would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to NYSE, that recovery would result in such a violation and a copy of the opinion is provided to NYSE.

---

DISCLOSURE REQUIREMENTS

The Company shall file all disclosures with respect to this Policy required by applicable U.S. Securities and Exchange Commission (“SEC”) filings and rules.

PROHIBITIONOF INDEMNIFICATION

The Company shall not be permitted to insure or indemnify any Executive Officer against (i) the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy, or (ii) any claims relating to the Company’s enforcement of its rights under this Policy. Further, the Company shall not enter into any agreement that exempts any Incentive-based Compensation that is granted, paid or awarded to an Executive Officer from the application of this Policy or that waives the Company’s right to recovery of any Erroneously Awarded Compensation, and this Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date of this Policy).

ADMINISTRATIONAND INTERPRETATION

This Policy shall be administered by the Committee, and any determinations made by the Committee shall be final and binding on all affected individuals.

The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy and for the Company’s compliance with NYSE Rules, Section 10D, Rule 10D-1 and any other applicable law, regulation, rule or interpretation of the SEC or NYSE promulgated or issued in connection therewith.

AMENDMENT; TERMINATION

The Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary. Notwithstanding anything in this paragraph to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rule or NYSE rule.

OTHER RECOVERYRIGHTS

This Policy shall be binding and enforceable against all Executive Officers and, to the extent required by applicable law or guidance from the SEC or NYSE, their beneficiaries, heirs, executors, administrators or other legal representatives. The Committee intends that this Policy will be applied to the fullest extent required by applicable law. Any employment agreement, equity award agreement, compensatory plan or any other agreement or arrangement with an Executive Officer shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Executive Officer to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company under applicable law, regulation or rule or pursuant to the terms of any policy of the Company or any provision in any employment agreement, equity award agreement, compensatory plan, agreement or other arrangement.

DEFINITIONS

For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.

“Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement), or to correct errors that are not material to previously issued financial statements but would result in a material misstatement if (a) the errors were left uncorrected in the current report or (b) the error correction was recognized in the current period (a “little r” restatement).

“

Clawback EligibleIncentive Compensation” means all Incentive-based Compensation Received by an Executive Officer (i) on or after the effective date of the applicable NYSE Rules, (ii) after beginning service as an Executive Officer, (iii) who served as an Executive Officer at any time during the applicable performance period relating to any Incentive-based Compensation (whether or not such Executive Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company), (iv) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (v) during the applicable Clawback Period (as defined herein).

“Clawback Period” means, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date (as defined herein), and if the Company changes its fiscal year, any transition period of less than nine months within or immediately following those three completed fiscal years.

“Erroneously AwardedCompensation” means, with respect to each Executive Officer in connection with an Accounting Restatement, the amount of Clawback Eligible Incentive Compensation that exceeds the amount of Incentive-based Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid.

“Executive Officer” means each individual who is currently or was previously designated as an “officer” of the Company as defined in Rule 16a-1(f) under the Exchange Act. For the avoidance of doubt, the identification of an Executive Officer for purposes of this Policy shall include each executive officer who is or was identified pursuant to Item 401(b) of Regulation S-K under the Exchange Act or Item 6.A of Form 20-F, as applicable, as well as the principal financial officer and principal accounting officer (or, if there is no principal accounting officer, the controller).

“Financial ReportingMeasures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall, for purposes of this Policy, be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a periodic or other filing with the SEC.

“Incentive-basedCompensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.

“Received” means, with respect to any Incentive-based Compensation, actual or deemed receipt, and Incentive-based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, even if the payment or grant of the Incentive-based Compensation to the Executive Officer occurs after the end of that period.

“Restatement Date” means the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, conclude(s), or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.

Effective as of December 9, 2025.

Exhibit A

ATTESTATION AND ACKNOWLEDGEMENT OF CLAWBACKPOLICY

By my signature below, I acknowledge and agree that:

●	I have received and read the attached Clawback Policy (the “Policy”).
●	I hereby agree to abide by all of the terms of this Policy both during and after my employment with JM Group Limited (the “Company”), including, without limitation, by promptly repaying or returning any Erroneously Awarded Compensation (as defined in the Policy) to the Company as determined in accordance with the Policy.
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Signature:<br> _______________________________
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Printed Name: ____________________________
Date: ___________________________________

A-1