QDMI · QDM International Inc.

On February 21, 2025, two employees of the Issuer transferred an aggregate of 150,000 shares of common stock of the Issuer to Mr. Huihe Zheng as a bona fide gift.

Mr. Wang is the sole director and shareholder of Ruiyin Capital Limited. Mr. Wang may be deemed to have beneficial ownership of the shares of common stock held by Ruiyin Capital Limited.

Ms. Zhou is the sole director and shareholder of Bakelai Capital Limited. Ms. Zhou may be deemed to have beneficial ownership of the shares of common stock held by Bakelai Capital Limited.

Mr. Wang is the sole director and shareholder of Ruiyin Capital Limited. Mr. Wang may be deemed to have beneficial ownership of the shares of common stock held by Ruiyin Capital Limited.

Ms. Zhou is the sole director and shareholder of Bakelai Capital Limited. Ms. Zhou may be deemed to have beneficial ownership of the shares of common stock held by Bakelai Capital Limited.

Ms. Zhou is the sole director and shareholder of Bakelai Capital Limited. Ms. Zhou may be deemed to have beneficial ownership of the shares of common stock held by Bakelai Capital Limited.

Mr. Wang is the sole director and shareholder of Ruiyin Capital Limited. Mr. Wang may be deemed to have beneficial ownership of the shares of common stock held by Ruiyin Capital Limited.

Mr. Timothy Miles received 8,000 shares of common stock of the Issuer for services rendered as a director for the fiscal year ended on March 31, 2022.

Mr. Tim Shannon received 8,000 shares of common stock of the Issuer for services rendered as Chief Financial Officer and director for the fiscal year ended on March 31, 2022.

Giving effect to the issuer's forward stock split at a ratio of 10-for-1 effected in April 2024.

Ms. Zhou is the sole director and shareholder of Bakelai Capital Limited. Ms. Zhou may be deemed to have beneficial ownership of the shares of common stock held by Bakelai Capital Limited.

On February 1, 2023, HW FUND purchased 120,000,000 shares of common stock for a purchase price of $972,000 in a public offering of the issuer (or 12,000,000 shares of common stock without giving effect to the forward stock split of all issued and outstanding common stock of the issuer at a ratio of 1-for-10 effected in April 2024 (the "2024 Forward Split").

Giving effect to the issuer's forward stock split at a ratio of 10-for-1 effected in April 2024.

Mr. Wang is the sole director and shareholder of Ruiyin Capital Limited. Mr. Wang may be deemed to have beneficial ownership of the shares of common stock held by Ruiyin Capital Limited.

On May 17, 2021, Mr. Zheng converted 368,114 shares of Series C convertible preferred stock to 1,349,760 shares of common stock of the issuer where one share of Series C convertible preferred stock converted into approximately 3.67 shares of common stock (or 4,049,254 shares of common stock without giving effect of the reverse stock split of all issued and outstanding common stock of the Issuer at a ratio of 30-for-1 effected in August 2021 (the "2021 Reverse Split") and 2024 Forward Split (together with the 2021 Reverse Split, the "Stock Splits").

Pursuant to the Share Exchange Agreement entered into on October 21, 2020 by and among QDM International Inc. (the "Company"), QDM Holdings Limited, a British Virgin Islands company ("QDM BVI"), and Huihe Zheng, the sole shareholder of QDM BVI who is also the Company's principal stockholder and serves as the Company's Chairman, Chief Executive Officer and President, the Company acquired all the issued and outstanding capital stock of QDM BVI in exchange for the issuance to Huihe Zheng 900,000 shares of a newly designated Series C Convertible Preferred Stock, par value $0.0001 per share ("Series C Preferred Shares").

Each Series C Preferred Share shall be convertible, at any time and from time to time from and after October 21, 2020, at the option of the holder and without the payment of additional consideration by the holder, into shares of common stock of the Company at an initial conversion rate of 1-for-11. The conversion rate is subject to proportionate adjustments for stock dividends, stock splits and similar events. However, the Company will not effect any conversion of the Series C Preferred Shares if, after giving effect to such conversion, the Company will fail to maintain a freely traded public float of at least 10% of the total shares issued and outstanding of its common stock trading on OTCQB (or a freely traded public float of at least 5% if the Company has a minimum of $2 million in market value of the public float) under the Standards for Continued Eligibility of the OTCQB Standards.

Each Series C Preferred Share shall be convertible, at any time and from time to time from and after October 21, 2020, at the option of the holder and without the payment of additional consideration by the holder, into shares of common stock of the Company at an initial conversion rate of 1-for-11. The conversion rate is subject to proportionate adjustments for stock dividends, stock splits and similar events. However, the Company will not effect any conversion of the Series C Preferred Shares if, after giving effect to such conversion, the Company will fail to maintain a freely traded public float of at least 10% of the total shares issued and outstanding of its common stock trading on OTCQB (or a freely traded public float of at least 5% if the Company has a minimum of $2 million in market value of the public float) under the Standards for Continued Eligibility of the OTCQB Standards.

On May 17, 2021, Mr. Zheng converted 368,114 shares of Series C convertible preferred stock to 1,349,760 shares of common stock of the issuer where one share of Series C convertible preferred stock converted into approximately 3.67 shares of common stock (or 4,049,254 shares of common stock without giving effect of the reverse stock split of all issued and outstanding common stock of the Issuer at a ratio of 30-for-1 effected in August 2021 (the "2021 Reverse Split") and 2024 Forward Split (together with the 2021 Reverse Split, the "Stock Splits").

On November 11, 2020, the board of directors of the issuer approved the issuance of 1,670 shares of common stock to Mr. Zheng as compensation for his service to the issuer as its Chief Executive Officer and chairman of the board of directors (or 5,000 shares of common stock without giving effect to the Stock Splits).

The reporting person received 5,000 shares of common stock of the issuer for services rendered as an officer and director for 2020.

The reporting person received 5,000 shares of common stock of the issuer for services rendered as a director for 2020.

The reporting person received 5,000 shares of common stock of the issuer for services rendered as an officer for 2020.

The reporting person received 5,000 shares of common stock of the issuer for services rendered as an officer and director for 2020.

Pursuant to the Share Exchange Agreement entered into on October 21, 2020 by and among QDM International Inc. (the "Company"), QDM Holdings Limited, a British Virgin Islands company ("QDM BVI"), and Huihe Zheng, the sole shareholder of QDM BVI who is also the Company's principal stockholder and serves as the Company's Chairman, Chief Executive Officer and President, the Company acquired all the issued and outstanding capital stock of QDM BVI in exchange for the issuance to Huihe Zheng 900,000 shares of a newly designated Series C Convertible Preferred Stock, par value $0.0001 per share ("Series C Preferred Shares").

Each Series C Preferred Share shall be convertible, at any time and from time to time from and after October 21, 2020, at the option of the holder and without the payment of additional consideration by the holder, into shares of common stock of the Company at an initial conversion rate of 1-for-11. The conversion rate is subject to proportionate adjustments for stock dividends, stock splits and similar events. However, the Company will not effect any conversion of the Series C Preferred Shares if, after giving effect to such conversion, the Company will fail to maintain a freely traded public float of at least 10% of the total shares issued and outstanding of its common stock trading on OTCQB (or a freely traded public float of at least 5% if the Company has a minimum of $2 million in market value of the public float) under the Standards for Continued Eligibility of the OTCQB Standards.