SCTH 8-K/A
Securetech Innovations, Inc. (SCTH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
(Amendment No. 1)
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
| |||
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification Number) |
(Address of principal executive offices and zip code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
N/A |
| N/A |
| N/A |
Securities registered pursuant to Section 12(g) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Common Stock, $0.001 par value |
| SCTH |
| OTCQB Venture Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
EXPLANATORY NOTE
SecureTech Innovations, Inc. (“SecureTech,” “we,” “us,” or “our”) is filing this Amendment No. 1 on Form 8-K/A (“Amendment”) to amend the Current Report on Form 8-K that we filed with the Securities and Exchange Commission (“SEC”) on June 24, 2025 (“Original Report”). The Original Report reported our acquisition, on June 23, 2025, of Aiultraprod Group Limited, which owns and controls a 90% interest in Zhejiang Jizhu Technology Co., Ltd. (“Zhejiang Jizhu”).
Exhibit 99.1 to the Original Report presented the audited consolidated financial statements of Zhejiang Jizhu for the fiscal years ended December 31, 2024 and 2023. Both years were presented in the financial statements themselves. The accompanying report of the independent registered public accounting firm, however, referred only to the fiscal year ended December 31, 2024.
Gary Cheng CPA Limited has reissued its report so that the report, and the opinion it expresses, cover the consolidated statement of financial position as at December 31, 2024 and 2023 and the related consolidated statements of comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024, together with the related notes. The reissued report appears in the revised Exhibit 99.1 filed with this Amendment, which replaces Exhibit 99.1 to the Original Report in its entirety.
The financial statements themselves have not changed. No amount reported in them has been restated, revised, or reclassified, and the auditor’s opinion is unqualified for each of the two years presented. An updated consent of Gary Cheng CPA Limited is filed as Exhibit 23.1 to this Amendment.
This Amendment amends and restates Item 9.01 of the Original Report in its entirety. It does not amend, restate, or otherwise modify any other item of, or disclosure in, the Original Report, and no other portion of the Original Report is repeated in this Amendment. This Amendment speaks as of the date of the Original Report. We have not updated the Original Report to reflect any event, development, or change occurring after that date, and nothing in this Amendment should be read as a statement that the information in the Original Report remains accurate as of any later date. This Amendment should be read together with the Original Report and with our subsequent filings with the SEC.
Item 9.01 |
| Financial Statements and Exhibits |
(a) Financial Statements of Businesses Acquired
• |
| Audited consolidated financial statements of Zhejiang Jizhu Technology Co., Ltd. for the fiscal years ended December 31, 2024 and 2023, with accompanying notes, as revised by this Amendment (Exhibit 99.1) |
• |
| Unaudited consolidated financial statements of Zhejiang Jizhu Technology Co., Ltd. for the three months ended March 31, 2025 and 2024, with accompanying notes (Exhibit 99.2). |
2
(b) Pro Forma Financial Information
• |
| Unaudited pro forma consolidated financial statements of SecureTech for the three months ended March 31, 2025, and the fiscal year ended December 31, 2024, with accompanying notes (Exhibit 99.3). |
(d) Exhibits
10.3 |
| Acquisition and Stock Purchase Agreement dated June 23, 2025 (previously filed) |
10.4 |
| Incubation Operating Agreement dated June 23, 2025 (previously filed) |
23.1 |
| Consent of Gary Cheng CPA Limited, an independent registered public accounting firm registered with the PCAOB (filed herewith) |
99.1 |
| Audited consolidated financial statements of Zhejiang Jizhu Technology Co., Ltd. for the fiscal years ended December 31, 2024 and 2023, as revised (filed herewith) |
99.2 |
| Unaudited consolidated financial statements of Zhejiang Jizhu Technology Co., Ltd. for the three months ended March 31, 2025 and 2024 (previously filed) |
99.3 |
| Unaudited pro forma consolidated financial statements of SecureTech for the three months ended March 31, 2025, and the fiscal year ended December 31, 2024 (previously filed) |
99.4 |
| SecureTech Press Release dated June 23, 2025 (previously filed) |
104 |
| Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 20, 2026 |
By: | SECURETECH INNOVATIONS, INC.
/s/ J. Scott Sitra |
|
| President, Chief Executive Officer, Principal Executive Officer, and Director |
3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the inclusion in this Current Report on Form 8-K of SecureTech Innovations, Inc. (and as set forth in Exhibit 99.1) of our report dated 12 June 2025, with respect to the audit of the consolidated financial statements of Zhejiang Jizhu Technology Company Limited and its subsidiaries (collectively the “Group”) as of 31 December 2024 and 2023, and for each of the two years in the period ended 31 December 2024.
We also consent to the inclusion in the Form 8-K of our report on the unaudited interim consolidated financial statements of the Group for the period from 1 January 2025 to 31 March 2025, as well as our report on the unaudited pro forma financial information of Aiultraprod Group Limited and its subsidiaries as of 31 March 2025, for the three months then ended, and for the year ended 31 December 2024.
Gary Cheng CPA Limited
Hong Kong SAR
August 20, 2026
EXHIBIT 99.1
ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED
浙江极筑科技有限公司
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED 31 DECEMBER 2024 AND 2023
|
ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 AND 2023
Table of Content | Pages |
|
|
Report of Independent Registered Public Accounting Firm | 1 |
|
|
Consolidated Statement of Comprehensive Income | 3 |
|
|
Consolidated Statement of Financial Position | 4 |
|
|
Consolidated Statement of Changes in Equity | 6 |
|
|
Consolidated Statement of Cash Flows | 7 |
|
|
Notes to the Consolidated Financial Statements | 9 |
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE MEMBERS OF ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED
(Incorporated in People's Republic of China with limited liability)
Opinion
We have audited the consolidated financial statements of ZheJiang Jizhu Technology Company Limited (“the Company ”) and its subsidiary ("the Group"), which comprise the consolidated statement of financial position as at 31 December 2024 and 2023, the consolidated statement of comprehensive income, consolidated shareholders' equity and consolidated cash flows for each of the years in the two-year period ended 31 December 2024, and the related notes to the consolidated financial statements.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Group as at 31 December 2024 and 2023, and the results of its operations and its cash flows for the each of the years in the two-year period ended 31 December 2024, in conformity with generally accepted accounting principles in the United States of America (“US GAAP”).
Basis of opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Group'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 Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCA.
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. 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.
Page 1
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONTINUED
TO THE MEMBERS OF ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED
(Incorporated in People's Republic of China with limited liability)
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
GARY CHENG CPA LIMITED |
We have served as the Company's auditor since 2025. |
Hong Kong, People's Republic of China |
Date: 12 June 2025 |
Page 2
ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
(EXPRESSED IN RENMINBI)
|
|
NOTE |
| From 1.1.2024 to 31.12.2024 |
| From 1.1.2023 to 31.12.2023 |
|
|
|
|
|
|
|
REVENUE | 5 |
| 21,110,334 |
| 1,626,549 | |
|
|
|
|
|
|
|
COST OF SALES |
|
| (15,890,265) |
| (398,230) | |
|
|
|
|
|
|
|
GROSS PROFIT |
|
| 5,220,069 |
| 1,228,319 | |
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
| (10,539,890) |
| (6,308,092) | |
|
|
|
|
|
| |
LOSS FROM OPERATIONS |
|
| (5,319,821) |
| (5,079,773) | |
|
|
|
|
|
|
|
OTHER INCOME / (EXPENSE) | 6 |
| (840,750) |
| (367,913) | |
|
|
|
|
|
| |
LOSS BEFORE TAXATION | 7 |
| (6,160,571) |
| (5,447,686) | |
|
|
|
|
|
| |
TAXATION | 8 |
| - |
| - | |
|
|
|
|
|
| |
LOSS FOR THE YEAR |
|
| (6,160,571) |
| (5,447,686) | |
|
|
|
|
|
| |
OTHER COMPREHENSIVE INCOME FOR THE YEAR |
|
|
- |
|
- | |
|
|
|
|
|
| |
TOTAL COMPREHENSIVE EXPENSE FOR THE YEAR |
|
|
(6,160,571) |
|
(5,447,686) | |
|
|
|
|
|
| |
TOTAL COMPREHENSIVE EXPENSES ATTRIBUTABLE TO: |
|
|
|
|
| |
- Owners of the Company |
|
| (6,103,989) |
| (5,426,859) | |
- Non-controlling interests |
|
| (56,582) |
| (20,827) | |
|
|
|
|
|
| |
|
|
| (6,160,571) |
| (5,447,686) | |
The accompanying accounting policies and explanatory notes form an integral part of, and should be read in
conjunction with, these consolidated financial statements.
Page 3
ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
(EXPRESSED IN RENMINBI)
|
| NOTE |
| 2024 |
| 2023 |
|
|
|
|
|
|
|
NON-CURRENT ASSETS |
|
|
|
|
| |
| Plant and equipment | 9 |
| 1,828,046 |
| 980,681 |
| Right-of-use assets | 10 |
| 1,577,553 |
| 1,969,232 |
|
|
|
|
|
|
|
|
|
| 3,405,599 |
| 2,949,913 | |
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
| |
| Inventories | 12 |
| 10,277,006 |
| 2,018,746 |
| Trade and other receivable | 13 |
| 22,888,037 |
| 16,473,794 |
| Other tax recoverable |
|
| 364,589 |
| 224,346 |
| Cash and cash equivalents | 14b |
| 2,985,109 |
| 7,500,513 |
|
|
|
|
|
| |
|
|
| 36,514,741 |
| 26,217,399 | |
|
|
|
|
|
| |
CURRENT LIABILITIES |
|
|
|
|
| |
| Trade and other payables | 15 |
| (6,658,100) |
| (3,028,182) |
| Contract liabilities | 18 |
| (3,053,500) |
| (465,000) |
| Lease liabilities | 16 |
| (898,843) |
| (646,305) |
| Borrowings | 17 |
| (13,659,911) |
| (9,212,200) |
|
|
|
|
|
| |
|
|
| (24,270,354) |
| (13,351,687) | |
|
|
|
|
|
| |
NET CURRENT ASSETS |
|
| 12,244,387 |
| 12,865,712 | |
|
|
|
|
|
| |
TOTAL ASSETS LESS CURRENT LIABILITIES |
|
|
15,649,986 |
|
15,815,625 | |
The consolidated financial statements were approved and authorized for issue by the board of directors on
12 June 2025.
/s/ Xing Yunzhu |
| /s/ MA Senhua |
Director – XING Yunzhu |
| Director – MA Senhua |
The accompanying accounting policies and explanatory notes form an integral part of, and should be read in
conjunction with, these consolidated financial statements.
Page 4
ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONTINUED
AS AT 31 DECEMBER 2024
(EXPRESSED IN RENMINBI)
|
| NOTE |
| 2024 |
| 2023 |
|
|
|
|
|
|
|
NON-CURRENT LIABILITY |
|
|
|
|
| |
| Lease liabilities | 16 |
| (410,448) |
| (1,035,516) |
|
|
|
|
|
|
|
NET ASSETS |
|
| 15,239,538 |
| 14,780,109 | |
|
|
|
|
|
|
|
EQUITY |
|
|
|
|
| |
| Share capital | 19 |
| 5,230,974 |
| 3,380,000 |
| Other reserves |
|
| 22,939,026 |
| 18,170,000 |
| Accumulated losses |
|
| (12,953,053) |
| (6,849,064) |
|
|
|
|
|
|
|
| Equity attributable to owners of the Company |
|
|
15,216,947 |
|
14,700,936 |
| Non-controlling interests |
|
| 22,591 |
| 79,173 |
|
|
|
|
|
|
|
TOTAL EQUITY |
|
| 15,239,538 |
| 14,780,109 | |
The consolidated financial statements were approved and authorized for issue by the board of directors on
12 June 2025.
/s/ Xing Yunzhu |
| /s/ MA Senhua |
Director – XING Yunzhu |
| Director – MA Senhua |
The accompanying accounting policies and explanatory notes form an integral part of, and should be read in
conjunction with, these consolidated financial statements.
Page 5
ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
(EXPRESSED IN RENMINBI)
Attributable to owners of the Company |
|
|
|
| |||||||||
|
NOTE |
|
Share Capital |
|
Capital Reserves |
|
Accumulated Losses |
|
Sub-Total |
| Non-Controlling Interest |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at 1 January 2023 |
|
|
400,000 |
|
- |
|
(1,422,205) |
|
(1,022,205) |
|
- |
|
(1,022,205) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share allotment | 19 |
| 2,980,000 |
| 18,170,000 |
| - |
| 21,150,000 |
| - |
| 21,150,000 |
Non-controlling interest on newly set-up subsidiary |
|
|
- |
|
- |
|
- |
|
- |
|
100,000 |
|
100,000 |
Loss for the year |
|
| - |
| - |
| (5,426,859) |
| (5,426,859) |
| (20,827) |
| (5,447,686) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at 31 December 2023 |
|
|
3,380,000 |
|
18,170,000 |
|
(6,849,064) |
|
14,700,936 |
|
79,173 |
|
14,780,109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share allotment | 19 |
| 1,850,974 |
| 4,769,026 |
| - |
| 6,620,000 |
| - |
| 6,620,000 |
Loss for the year |
|
| - |
| - |
| (6,103,989) |
| (6,103,989) |
| (56,582) |
| (6,160,571) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at 31 December 2024 |
|
|
5,230,974 |
|
22,939,026 |
|
(12,953,053) |
|
15,216,947 |
|
22,591 |
|
15,239,538 |
The accompanying accounting policies and explanatory notes form an integral part of, and should be read in conjunction with, these consolidated financial statements.
Page 6
ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
(EXPRESSED IN RENMINBI)
|
|
NOTE |
| From 1.1.2024 to 31.12.2024 |
| From 1.1.2023 to 31.12.2023 | |
|
|
|
|
|
|
| |
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
| ||
| Loss before taxation | 7 |
| (6,160,571) |
| (5,447,686) | |
| Adjustments for: |
|
|
|
|
| |
|
| Depreciation of plant and equipment |
|
| 419,802 |
| 145,816 |
|
| Depreciation of right-of-use assets |
|
| 791,895 |
| 56,264 |
|
| Interest expense on bank loan |
|
| 822,800 |
| 391,795 |
|
| Interest on lease liabilities |
|
| 88,161 |
| 7,455 |
|
|
|
|
|
|
| |
| Operating loss before working capital changes |
|
| (4,037,913) |
| (4,846,356) | |
|
|
|
|
|
|
| |
| Increase in inventories |
|
| (8,258,260) |
| (2,018,746) | |
| Increase in trade and other receivables |
|
| (6,414,243) |
| (13,563,954) | |
| Increase in trade and other payables |
|
| 3,629,918 |
| 942,545 | |
| Increase in contract liabilities |
|
| 2,588,500 |
| 465,000 | |
|
|
|
|
|
|
| |
| Cash used in operations |
|
| (12,491,998) |
| (19,021,511) | |
| Other tax paid |
|
| (140,243) |
| (206,130) | |
|
|
|
|
|
|
| |
| Net cash used in operating activities |
|
| (12,632,241) |
| (19,227,641) | |
|
|
|
|
|
|
| |
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
| ||
| Purchase of plant and equipment |
|
| (1,267,167) |
| (660,481) | |
|
|
|
|
|
|
| |
| Net cash used in investing activities |
|
| (1,267,167) |
| (660,481) | |
|
|
|
|
|
|
| |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
| ||
| Paid up share capital |
|
| 6,620,000 |
| 21,150,000 | |
| Payment of principal portion of the lease liabilities | 14a |
| (772,746) |
| (343,675) | |
| Payment of interest portion of the lease liabilities | 14a |
| (88,161) |
| (7,455) | |
| Addition of bank loan | 14a |
| 13,500,000 |
| 9,000,000 | |
| Repayment of borrowings | 14a |
| (9,052,289) |
| (3,048,560) | |
| Payment for interest on bank loan | 14a |
| (822,800) |
| (391,795) | |
| Capital contribution from a non-controlling interest |
|
| - |
| 100,000 | |
|
|
|
|
|
|
| |
| Net cash generating from financing activities |
|
| 9,384,004 |
| 26,458,515 | |
The accompanying accounting policies and explanatory notes form an integral part of, and should be read in
conjunction with, these consolidated financial statements.
Page 7
ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOWS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2024
(EXPRESSED IN RENMINBI)
|
|
NOTE |
| From 1.1.2024 to 31.12.2024 |
| From 1.1.2023 to 31.12.2023 |
|
|
|
|
|
|
|
NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS |
|
|
(4,515,404) |
|
6,570,393 | |
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR |
|
|
7,500,513 |
|
913,120 | |
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT END OF THE YEAR |
14b |
|
2,985,109 |
|
7,500,513 | |
The accompanying accounting policies and explanatory notes form an integral part of, and should be read in
conjunction with, these consolidated financial statements.
Page 8
ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(EXPRESSED IN RENMINBI)
1.ORGANISATION AND DESCRIPTION OF BUSINESS
ZheJiang Jizhu Technology Company Limited (“the Company”) is a company incorporated in People's Republic of China with limited liability. The Company's registered office is located at Room 1307, Building 4, 509 Guokang Street, Binjiang District, Hangzhou City, Zhejiang Province, China.
The principal activities of the Company and its subsidiary ("the Group") are research, development and manufacturing of molds and houses through 3D printing.
The consolidated financial statements are presented in Renminbi ("RMB"), which is the same as the functional currency of the Group.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a.Basis of presentation and preparation
The consolidated financial statements include the accounts of the Company and its subsidiary. The consolidated financial statements and accompanying notes have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP") and in accordance with the standards and requirements of the Public Company Accounting Oversight Board ("PCAOB") for entities required to have financial statements.
The consolidated financial statements presented in this report cover the annual periods ended 31 December 2023 and 2024. This structure enables a comprehensive evaluation of both annual financial performance and recent interim developments. Through comparative analysis across these reporting dates, the report provides meaningful insights into the entity's financial trajectory and current position.
b.Revenue
The Group records revenue net of taxes collected from customers that are remitted to governmental authorities.
c.Cash equivalents
All highly liquid investments with maturities of three months or less at the date of purchase are treated as cash equivalents.
d.Inventories
Inventories are measured using the first-in, first-out method.
e.Plant and equipment
Depreciation on plant and equipment is recognized on a straight-line basis.
f.Leases
The Group combines and accounts for lease and non-lease components as a single lease component for leases of corporate, data center and retail facilities.
Page 9
ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
(EXPRESSED IN RENMINBI)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
g.Subsidiary
Subsidiary is the entity (including structured entity) over which the Group has control. The Group controls an entity when the Group is exposed to, or has right to, variable returns from its involvement with the entity and had the ability to affect those returns through its power over the entity. When assessing whether the Group has power of controls, substantive rights held by the Group are only considered.
In the Group's consolidated statement of financial position, subsidiaries are fully consolidated when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated financial statement.
3.FINANCIAL INSTRUMENTS
The Group has classified its financial assets and financial liabilities in the following categories:
| 2024 |
| 2023 |
|
|
|
|
Financial assets at amortized cost | 12,489,007 |
| 14,858,662 |
|
|
|
|
Financial liabilities at amortized cost | 20,318,011 |
| 12,240,382 |
a.Financial risk factors
The Group is exposed to credit risk, interest rate risk and liquidity risk arising in the normal course of its business and financial instruments. The Group's risk management objectives, policies and processes mainly focus on minimizing the potential adverse effects of these risks on its financial performance and position by closely monitoring the individual exposure.
i)Credit risk
The Group’s exposure to credit risks are influenced mainly by trade and other receivables amounted to RMB9,503,898 (2023: RMB7,358,149) and cash at banks amounted to RMB2,940,849 (2023: RMB7,500,513).
In order to minimize the credit risk, the Group reviews the recoverable amount of each individual trade and other debts at the end of each reporting period to ensure that adequate impairment losses are made for irrecoverable amounts.
Page 10
ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
(EXPRESSED IN RENMINBI)
3. FINANCIAL INSTRUMENTS CONTINUED
a.Financial risk factors continued
i) Credit risk continued
In addition, the Group performs impairment assessment under expected credit loss model on trade receivable balance individually. The provision rates applied is estimated using the historical observed default rates of the debtors taking into consideration forward-looking information that is reasonably and supportably available without undue costs or effort. At the end of each of the reporting period, these historical loss rates are reassessed and updated if required after considering the forward-looking information then available to the directors of the Group. In this regard, the directors consider that the Group’s credit risk is significantly reduced.
The credit risk on bank balances is limited because the counterparties are banks with good credit ratings assigned by international credit rating agencies. The Group has not taken account of any collateral held as represented by the carrying amount of each financial asset.
The credit risks on other receivables are managed closely. The credit quality of each counterparty is investigated before an advance or a transaction is made or entered into. The Group also actively monitors the outstanding amounts owed by each debtor and identifies any credit risks in a timely manner in order to reduce the risk of a credit related loss. In this regard, the directors of the Group consider that the Group’s credit risk is significantly reduced.
The Group has considered that credit risk on other receivables and bank balances has not increased significantly since initial recognition and has assessed the expected credit loss rate under 12-month ECL method based on the Group ’ s assessment in the risk of default of the respective counterparties.
ii)Interest rate risk
The Group’s exposure on cash flow interest rate risk which is mainly arising from its variable rate bank balances and interest-bearing borrowings with the bank. It is a common practice in PRC to have floating rate borrowings with the banks.
Sensitivity analysis
The Sensitivity analyses below have been determined based on the exposure to interest rates for variable-rate bank borrowings. The analysis is prepared assuming the amount of liabilities outstanding at the end of the reporting period were outstanding for the whole period / year. A 100 basis point increase or decrease in variable-rate bank borrowings are used and represents management's assessment of the reasonably possible change in interest rates. The exposure of cash flow interest rate risk arising from variable-rate bank balances is insignificant in the view of low interest rate and therefore the sensitivity analysis is not presented.
If interest rates had been 100 basis points higher and all other variables were held constant, the Group's post-tax loss for the year ended 31 December 2024 would increase by RMB116,109 (2023: RMB78,304).
The analysis is prepared on the same basis for 2023.
Page 11
ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
(EXPRESSED IN RENMINBI)
3. FINANCIAL INSTRUMENTS CONTINUED
a.Financial risk factors continued
iii)Liquidity risks
The Group is exposed to liquidity risk on financial liabilities. It manages its funds conservatively by maintaining a comfortable level of cash and cash equivalents in order to meet continuous operational need. A banking facility has also been arranged with bank in order to fund any emergency liquidity requirements.
The following table details the Group ’ s remaining contractual maturity for its financial liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The maturity dates for financial liabilities are prepared based on the agreed repayment dates.
The table includes both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curve at the end reporting period.
Summary quantitative data: |
|
|
|
|
|
|
|
| |
|
Note |
|
Carrying amount |
|
Less than 1 year |
|
Over 1 year |
| Total undiscounted cash flows |
2024 |
|
|
|
|
|
|
|
|
|
Trade and other payables | 15 |
| 6,658,100 |
| 6,658,100 |
| - |
| 6,658,100 |
Lease liabilities | 16 |
| 1,309,291 |
| 950,708 |
| 418,674 |
| 1,369,382 |
Bank loan | 17 |
| 13,659,911 |
| 13,865,794 |
| 110,466 |
| 13,976,260 |
|
|
|
|
|
|
|
|
|
|
|
|
| 21,627,302 |
| 21,474,602 |
| 529,140 |
| 22,003,742 |
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
|
|
|
|
|
|
Trade and other payables | 15 |
| 3,028,182 |
| 3,028,182 |
| - |
| 3,028,182 |
Lease liabilities | 16 |
| 1,681,821 |
| 723,987 |
| 1,085,981 |
| 1,809,968 |
Bank loan | 17 |
| 9,212,200 |
| 9,427,010 |
| 176,745 |
| 9,603,755 |
|
|
|
|
|
|
|
|
|
|
|
|
| 13,922,203 |
| 13,179,179 |
| 1,262,726 |
| 14,441,905 |
b.Fair value estimation
The directors consider that the carrying amounts of the financial assets and financial liabilities recognised in the consolidated financial statements of the Group approximate their fair value.
Page 12
ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
(EXPRESSED IN RENMINBI)
4.CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The Group’s management makes assumptions, estimates and judgements in the process of applying the Group ’ s accounting policies that affect the assets, liabilities, income and expenses in the consolidated financial statements prepared in accordance with US GAAP. The assumptions, estimates and judgements are based on historical experience and other factors that are believed to be reasonable under the circumstances. While the management reviews their judgements, estimates and assumptions continuously, the actual results will seldom equal to the estimates.
Key assumptions and other key sources of estimation uncertainty
Certain key assumptions and risk factors in respect of the financial risk management are set out in note 3. Other key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are set out as follows:
i)Estimated impairment of plant and equipment and right-of-use asset
Plant and equipment and right-of-use asset are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The recoverable amounts of plant and equipment have been determined based on value-in-use calculations, taking into account latest market information and past experiences. These calculations and valuations require the use of judgments and estimates.
ii)Current taxation and deferred taxation
Significant judgement is required in determining the amount of the provision for taxation and the timing of payment of the related taxation. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the periods in which such determination are made.
Deferred tax assets relating to certain temporary differences and tax losses are not recognised as management considers it is not probable that future taxable profit will be available against which the temporary differences or tax losses can be utilised. Where the expectation is different from the original estimate, such differences will impact the recognition of deferred taxation assets and taxation in the periods in which such estimate is changed.
5.REVENUE
The Group recognizes revenue at the amount to which it expects to be entitled when control of the products or services is transferred to its customers. Control is generally transferred when the Group has a present right to payment and title and the significant risks and rewards of ownership of products or services are transferred to its customers. If service transfers over time, revenue is recognised over the period of the contract by reference to the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognised at a point in time when the customer obtains control of the asset.
Page 13
ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
(EXPRESSED IN RENMINBI)
5. REVENUE CONTINUED
| From 1.1.2024 to 31.12.2024 |
| From 1.1.2023 to 31.12.2023 |
Revenue from contracts with customers |
|
|
|
Sales of goods | 21,110,334 |
| 1,626,549 |
6.OTHER INCOME/ (EXPENSE)
| From 1.1.2024 to 31.12.2024 |
| From 1.1.2023 to 31.12.2023 |
Other income |
|
|
|
Bank interest income | 59 |
| - |
Government subsidiary | 70,152 |
| 31,337 |
|
|
|
|
| 70,211 |
| 31,337 |
Finance Cost |
|
|
|
Bank interest expense | (822,800) |
| (391,795) |
Interest on lease liability | (88,161) |
| (7,455) |
|
|
|
|
| (910,961) |
| (399,250) |
|
|
|
|
| (840,750) |
| (367,913) |
7.LOSS BEFORE TAXATION
| From 1.1.2024 to 31.12.2024 |
| From 1.1.2023 to 31.12.2023 |
Loss before taxation has been arrived at after charging: |
|
|
|
Cost of sales recognized as expenses | 15,890,265 |
| 398,230 |
Depreciation | 419,802 |
| 145,816 |
Research and development expense | 4,738,718 |
| 3,943,669 |
Short-term lease for office premise | 515,854 |
| 297,904 |
Staff costs: |
|
|
|
-Pension costs – defined contribution plans | 537,305 |
| 240,720 |
-Staff salaries and allowances | 4,784,243 |
| 3,549,884 |
-Staff welfare and insurance | 119,629 |
| 252,980 |
8.TAXATION
No provision for the PRC on Enterprise Income Tax is made in the financial statements as the Company did not generate assessable profits for both years.
The Company had no significant deferred tax assets or liabilities at the end of financial reporting period (2023: Nil).
Page 14
ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
(EXPRESSED IN RENMINBI)
9.PLANT AND EQUIPMENT CONTINUED
|
Motor vehicle |
| Computer equipment |
| Furniture and fixtures |
| Plant and machinery |
|
Total |
Cost |
|
|
|
|
|
|
|
|
|
At 1 January 2024 | 287,522 |
| 303,222 |
| 96,230 |
| 486,726 |
| 1,173,700 |
Additions | - |
| 207,060 |
| 576,903 |
| 483,204 |
| 1,267,167 |
|
|
|
|
|
|
|
|
|
|
At 31 December 2024 | 287,522 |
| 510,282 |
| 673,133 |
| 969,930 |
| 2,440,867 |
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
|
|
|
|
At 1 January 2024 | 91,049 |
| 85,311 |
| 16,659 |
| - |
| 193,019 |
Charges for the year | 68,287 |
| 128,023 |
| 92,856 |
| 130,636 |
| 419,802 |
|
|
|
|
|
|
|
|
|
|
At 31 December 2024 | 159,336 |
| 213,334 |
| 109,515 |
| 130,636 |
| 612,821 |
|
|
|
|
|
|
|
|
|
|
Net book value | 128,186 |
| 296,948 |
| 563,618 |
| 839,294 |
| 1,828,046 |
Page 15
ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
(EXPRESSED IN RENMINBI)
9. PLANT AND EQUIPMENT CONTINUED
|
Motor vehicle |
| Computer equipment |
| Furniture and fixtures |
| Plant and machinery |
|
Total |
Cost |
|
|
|
|
|
|
|
|
|
At 1 January 2023 | 287,522 |
| 166,839 |
| 58,858 |
| - |
| 513,219 |
Additions | - |
| 136,383 |
| 37,372 |
| 486,726 |
| 660,481 |
|
|
|
|
|
|
|
|
|
|
At 31 December 2023 | 287,522 |
| 303,222 |
| 96,230 |
| 486,726 |
| 1,173,700 |
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
|
|
|
|
At 1 January 2023 | 22,762 |
| 19,556 |
| 4,885 |
| - |
| 47,203 |
Charges for the year | 68,287 |
| 65,755 |
| 11,774 |
| - |
| 145,816 |
|
|
|
|
|
|
|
|
|
|
At 31 December 2023 | 91,049 |
| 85,311 |
| 16,659 |
| - |
| 193,019 |
|
|
|
|
|
|
|
|
|
|
Net book value | 196,473 |
| 217,911 |
| 79,571 |
| 486,726 |
| 980,681 |
Page 16
ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
(EXPRESSED IN RENMINBI)
10.RIGHT-OF-USE ASSETS
| Leased premises |
Cost |
|
At 1 January 2024 | 2,025,496 |
Additions | 400,216 |
|
|
At 31 December 2024 | 2,425,712 |
|
|
Accumulated depreciation |
|
At 1 January 2024 | 56,264 |
Charge for the year | 791,895 |
|
|
At 31 December 2024 | 848,159 |
|
|
Net book value |
|
At 31 December 2024 | 1,577,553 |
|
|
Cost |
|
At 1 January 2023 | - |
Additions | 2,025,496 |
|
|
At 31 December 2023 | 2,025,496 |
|
|
Accumulated depreciation |
|
At 1 January 2023 | - |
Charge for the year | 56,264 |
|
|
At 31 December 2023 | 56,264 |
|
|
Net book value |
|
At 31 December 2023 | 1,969,232 |
|
|
Page 17
ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
(EXPRESSED IN RENMINBI)
10. RIGHT-OF-USE ASSETS CONTINUED
The right-of-use assets are amortised on a straight-line basis over the shorter period of lease term and useful life of the underlying asset.
Disclosure for leases include:
| 2024 |
| 2023 |
|
|
|
|
Depreciation of right-of-use assets | 791,895 |
| 56,264 |
Interest expense on lease liabilities | 88,161 |
| 7,455 |
Total cash outflow for leases | 860,907 |
| 351,130 |
Addition of right-of-use assets | 400,216 |
| 2,025,496 |
The Group entered into lease agreements in respect of premises at one commercial building for office and one factory in PRC. The lease term of the lease is two to three years with no extension or termination options and all the lease payments are fixed.
11.PARTICULARS OF SUBSIDIARY
Company Name |
| Country/ place of incorporation / operation |
|
Registered capital/ Paid up capital |
|
Percentage of attributable equity interest |
|
Principal activities |
|
|
|
|
|
| 12.2024 12.2023 |
|
|
|
|
|
|
|
|
|
|
|
Jizhu Technology (Huzhou) Co., Ltd. |
| PRC |
| Registered and paid up capital of RMB 1,000,000 |
| 90.00% 90.00% |
| Scientific research and technical services |
Jizhu Technology (Huzhou) Co., Ltd incorporated on 12 September 2023.
On 17 February 2025, the Group's subsidiary disposal of 10.7% equity interest to an independent third party, comprising issuing 120,000 new shares for a consideration of RMB 6,000,000. As a result of this transaction, the Group's effective ownership interest in the subsidiary decreased from 90% to 80.36%. The consideration received in excess of the par value has been recognized in other reserves.
·The name of the company referred to in these consolidated financial statements represent management’s best effort in translation of the Chinese names of these companies as no English names have been registered or available.
Page 18
ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
(EXPRESSED IN RENMINBI)
12.INVENTORIES
| 2024 |
| 2023 |
|
|
|
|
Raw material | 34,534 |
| 1,108 |
Work in progress | 3,339,817 |
| 1,107,622 |
Finished goods | 6,902,655 |
| 910,016 |
|
|
|
|
| 10,277,006 |
| 2,018,746 |
13.TRADE AND OTHER RECEIVABLES
| Note |
| 2024 |
| 2023 |
|
|
|
|
|
|
Trade receivables |
|
| 8,405,871 |
| 1,200,000 |
Bills receivables |
|
| - |
| 395,960 |
Prepayments | (a) |
| 13,384,139 |
| 9,115,645 |
Other receivables |
|
| 1,098,027 |
| 5,529,651 |
Amount due from a holding company | (b) |
| - |
| 1,400 |
Amount due from directors | (b) |
| - |
| 131,138 |
Amount due from non-controlling interest | (b) |
| - |
| 100,000 |
|
|
|
|
|
|
|
|
| 22,888,037 |
| 16,473,794 |
Note a:The balance mainly refer to prepayment for acquire of plant and machinery of approximately
12,023,000 (2023: RMB 1,176,000).
Note b: The balances are unsecured, non-trade in nature, interest-free and repayable on demand.
Page 19
ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
(EXPRESSED IN RENMINBI)
14.NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOW
a.Reconciliation of liabilities arising from financing activities
|
| Lease liabilities (Note 16) |
|
Bank loan (Note 17) |
|
Total | ||
|
|
|
|
|
|
| ||
At 1 January 2023 |
| - |
| 3,000,000 |
| 3,000,000 | ||
|
|
|
|
|
|
| ||
Changes from cash flows: |
|
|
|
|
|
| ||
| Payment of the lease liabilities |
|
|
|
|
|
| |
|
| - principal portion |
| (343,675) |
| - |
| (343,675) |
|
| - interest portion |
| (7,455) |
| - |
| (7,455) |
| Addition of bank loan |
| - |
| 9,000,000 |
| 9,000,000 | |
| Repayment of bank loan |
| - |
| (3,000,000) |
| (3,000,000) | |
| Interest paid |
| - |
| (391,795) |
| (391,795) | |
|
|
|
|
|
|
| ||
Non-cash changes: |
|
|
|
|
|
| ||
| Addition of right-of-use assets |
| 2,025,496 |
| - |
| 2,025,496 | |
| Interest expense on lease liabilities |
| 7,455 |
| - |
| 7,455 | |
| Interest accrued |
| - |
| 391,795 |
| 391,795 | |
|
|
|
|
|
|
| ||
At 31 December 2023 |
| 1,681,821 |
| 9,000,000 |
| 10,681,821 | ||
|
|
|
|
|
|
| ||
Changes from cash flows: |
|
|
|
|
|
| ||
| Payment of the lease liabilities |
|
|
|
|
|
| |
|
| - principal portion |
| (772,746) |
| - |
| (772,746) |
|
| - interest portion |
| (88,161) |
| - |
| (88,161) |
| Addition of bank loan |
| - |
| 13,500,000 |
| 13,500,000 | |
| Repayment of bank loan |
| - |
| (9,000,000) |
| (9,000,000) | |
| Interest paid |
| - |
| (822,800) |
| (822,800) | |
|
|
|
|
|
|
| ||
Non-cash changes: |
|
|
|
|
|
| ||
| Addition of right-of-use assets |
| 400,216 |
| - |
| 400,216 | |
| Interest expense on lease liabilities |
| 88,161 |
| - |
| 88,161 | |
| Interest accrued |
| - |
| 822,800 |
| 822,800 | |
|
|
|
|
|
|
| ||
At 31 December 2024 |
| 1,309,291 |
| 13,500,000 |
| 14,809,291 | ||
Page 20
ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
(EXPRESSED IN RENMINBI)
b.Cash and cash equivalents
| 2024 |
| 2023 |
|
|
|
|
Cash on hand | 44,260 |
| - |
Cash at bank | 2,940,849 |
| 7,500,513 |
|
|
|
|
Cash and cash equivalents in the statement of financial position and the statement of cash flows |
2,985,109 |
|
7,500,513 |
15.TRADE AND OTHER PAYABLES
| Note |
| 2024 |
| 2023 |
|
|
|
|
|
|
Trade receivables |
|
| 5,322,109 |
| 142,667 |
Bills receivables |
|
| - |
| 791,920 |
Accrued expenses |
|
| 474,150 |
| 414,447 |
Other payables |
|
| - |
| 1,672,044 |
Amount due to a holding company | (a) |
| 861,841 |
| - |
Amount due to directors | (a) |
| - |
| 7,104 |
|
|
|
|
|
|
|
|
| 6,658,100 |
| 3,028,182 |
Note (a): The balances are unsecured, non-trade in nature, interest-free and payable on demand.
16.LEASE LIABILITIES
Future undiscounted lease payments for finance and operating leases with initial terms of one year or more are as follows:
| 2024 |
| 2023 |
Operating leases |
|
|
|
Within 1 year | 950,708 |
| 723,987 |
Within 1 to 2 years | 418,674 |
| 723,987 |
Within 2 to 3 years | - |
| 361,994 |
|
|
|
|
Total undiscounted lease payments | 1,369,382 |
| 1,809,968 |
Less: imputed interest | (60,091) |
| (128,147) |
|
|
|
|
Net lease liabilities | 1,309,291 |
| 1,681,821 |
Page 21
ZHEJIANG JIZHU TECHNOLOGY COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
(EXPRESSED IN RENMINBI)
17.BORROWINGS
At the end of reporting period, the borrowings were secured and repayable as follows:
| 2024 |
| 2023 |
|
|
|
|
Within 1 year | 10,277,006 |
| 2,018,746 |
The bank loan was secured by continuing personal guarantee from directors of the Company.
18.CONTRACT LIABILITIES
| 2024 |
| 2023 |
|
|
|
|
At the end of the year | 3,053,500 |
| 465,000 |
Contract liabilities relate to advance consideration received from customers of which the revenue are deferred and recognised as revenue as (or when) the Group satisfies the performance obligations under its contract.
All unsatisfied performance obligations for revenue as at the end of the reporting period are expected to be satisfied within one year.
19.SHARE CAPITAL
| 2024 |
| 2023 |
Paid-up capital: |
|
|
|
As at beginning of the year | 3,380,000 |
| 400,000 |
Addition during the year | 1,850,974 |
| 2,980,000 |
|
|
|
|
As at end of the year | 5,230,974 |
| 3,380,000 |
During the year ended 31 December 2024, 1,850,974 shares of RMB1,850,974 (2023: 2,980,000 shares of RMB2,980,000) were issued, fully paid and allotted.
20.APPROVAL OF FINANCIAL STATEMENTS
The consolidated financial statements were approved and authorised for issue by the board of directors on 12 June 2025.
Page 22