Tungray Technologies Inc 20-F/A for FY2024
Tungray Technologies Inc (TRSG)
About this 20-F/A
Tungray Technologies Inc filed this 20-F/A on October 15, 2025, covering the fiscal year ended December 31, 2024 (FY2024).
Headline figures
Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $12.81M
- down 10.8% from $14.36M a year earlier
- Net loss
- $480.02K
- compared with net income of $856.54K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM
OR
For the fiscal year ended
OR
OR
Date of event requiring this shell company report for the transition period from ____________to ____________
Commission file number:
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(Translation of Registrant’s Name into English)
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Tel: +65 6636 9820
(Address of principal executive offices)
Tel: +65 6636 9820
Email:
(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 |
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Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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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:
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Large accelerated filer | ¨ | Accelerated filer | ¨ |
x | Emerging growth company |
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(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 ¨
EXPLANATORY NOTE
Tungray Technologies Inc (the “Company”) is filing this amendment (the “Amendment”) to its Annual Report on Form 20-F (the “Annual Report”) for the year ended December 31, 2024, previously filed with the Securities and Exchange Commission (the “SEC”) on May 14, 2025 (the “Original Filing”), to replace the audit report of its previous auditor Marcum Asia CPAs LLP in the Original Filing with an audit report of its current auditor Guangdong Prouden CPAs GP and to include the consolidated financial statements for the years ended December 31, 2023 and 2024 audited by the current auditor.
Except for (x) Part I, Item 5, Operating and Financial Review and Prospects, (y) the consolidated financial statements for the years ended December 31, 2023 and 2024, and (z) the auditor’s report, no other information included in the Annual Report as originally filed is being repeated in this Amendment. This Amendment should be read together with the Original Filing, except for Part I, Item 5, the consolidated financial statements for the years ended December 31, 2023 and 2024, and the auditor’s report. Cross-references within this Amendment to items other than those in Part III are references to those items in the Original Filing. This Amendment does not otherwise update the disclosures set forth in the Original Filing, including the consolidated financial statements for the year ended December 31, 2022.
Exhibits 12.1, 12.2, and 13.1 are being included in this Amendment and have been dated as of the date of this filing but are otherwise unchanged.
TABLE OF CONTENTS
PART I |
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ITEM 5. | 1 | |
PART III |
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ITEM 17. | 16 | |
ITEM 18. | 16 | |
ITEM 19. | 16 | |
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F-1 | ||
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Part I
Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
A. Operating Results
Overview
We are a provider of customized industrial manufacturing solutions to Original Equipment Manufacturers (“OEMs”) in the industry sectors of semiconductors, printers, electronics, and home appliances. We mainly generate revenues through three business lines: 1) customized industrial test and tooling solutions, 2) welding equipment manufacturing, and 3) direct drive and linear direct current motors (“DC motors”).
Customized product line
We provide customized industrial test and tooling solutions through our two subsidiaries in Singapore, Tung Resource Pte Ltd and Tungray Singapore Pte Ltd, and one subsidiary in China, Tungray Industrial Automation (Shenzhen) Co., Ltd. Based on the unique requirements of our customers, we offer comprehensive precision engineering expertise to design, build and assemble testing equipment that is used for quality testing purposes for production. Our core activities of design and manufacturing take place mainly in Singapore. Our customized industrial test and tooling solutions cannot be procured directly through standard, off-the-shelf methods. We leverage on our 20 years of experience in motor control, sensor technologies, computer vision and overall product design to provide our customers with unique solutions that meet the needs of our customers. Each of our products is customized to fulfill the needs of our wide range of customers in the printer, electronics, semiconductor manufacturing, and offshore and gas industries. Our products are sold to numerous countries including Singapore, Malaysia, Thailand, Spain, China and Brazil.
Standardized product lines
1) Welding equipment manufacturing
Qingdao Tungray Intelligent Co., Ltd and Qingdao Tungray Electric Machines Co., Ltd, our subsidiaries in Qingdao, China, are specialized in the design and manufacturing of self-contained, high-frequency induction welding equipment. We manufacture manual and automatic induction welding units that can be used in a wide range of copper tube welding assembly lines. For operator-attended lines, our TB, TP, TD and TI series induction welding units have full enclosures that enhances production safety. They also feature programmable logic controllers (PLC) and human machine interfaces for ease of use. Our automatic induction welding units are equipped with patented machine vision technologies to recognize and track the endings of metal tubes, before sending welding commands to the actuators for movement and induction welding. Our induction welding units are used by many Chinese home appliance OEMs in the production of air conditioning units, refrigerators, compressors and washing machines.
2) Direct drive and linear direct current motors (“DC motors”)
Our subsidiaries in Qingdao, China also design and manufacture industrial-grade direct drive and linear DC motors. We also provide customized motor platform solutions to suit the needs of our customers. Our direct drive motors do not require any gears for speed and torque manipulation as they can directly manipulate both parameters over a wide range of values. These motors are used in the solar panel assembly lines to turn and transport semi completed products between processes. Our linear DC motors offer two degrees of freedom to move independently in the X and Y axis, thereby eliminating the need for any belt or gears. These high precision motors are mainly used in the glue application and laser cutting machines in which precise movements in X and Y directions are required. Our team can also design and customize motor platforms and modules that fulfil specific use cases from our customers.
Our revenues for the year ended December 31, 2024 were 80%, 5% and 15% from the above three business lines, respectively. Our revenues for the year ended December 31, 2023 were 82%, 6% and 12% from the above three business lines, respectively.
1
Through our in-house R&D and manufacturing teams, we have accumulated extensive knowledge in direct drive and linear DC motors. We currently have four patented technologies that are used in the design and manufacturing of our motors. We currently offer our customers the following product series – Tungray Drive B (TDB) Series, Tungray Core (TC) Series, Tungray “U” Type (TU) Series, standard linear modules and high precision motion platforms that can be customized. We also offer compatible control modules for our linear motors to maximize its performance and precision.
Our revenues for the year ended December 31, 2024 were approximately $12.8 million, which represents an decrease of $1.6 million, or 10.8%, from Tungray’s total revenues of approximately $14.4 million for the year ended December 31, 2023. Tungray’s gross profit for the year ended December 31, 2024 was approximately $5.6 million, representing a decrease of $1.1 million, or 16.6%, from approximately $6.7 million for the year ended December 31, 2023. Tungray’s net (loss) income for the years ended December 31, 2024 and 2023 was approximately (0.6 million) and $0.8 million, respectively.
Competitive Strengths
Most of our customers are market-leading OEMs in their respective industries that value quality, reliable and cost-effective products. We believe that the following strengths contribute to our success and are the differentiating factors that set us apart from our peers in customized industrial solutions, induction welding and direct drive, linear motors sectors.
1. Customized Industrial Test and Tooling Solutions
| ● | Established Engineering Capabilities Our customers require many unique, customized features such as voltage, leakage, force tests to control product quality. They also require these testing solutions to readily integrate into their production lines. Our engineering capabilities, accumulated through the hundreds of projects we complete each year, enable us to offer our customers tailor-made solutions that address their unique needs. Our expertise in electro-mechanical design, software application and product testing help to create the final product that fulfills the required performance criteria of our customers, including a smooth integration into their current production workflow. |
| ● | High-Cost Effectiveness The internal cost control system that we have established plays a vital role in managing costs. More importantly, our expertise lends us the advantage of providing customized solutions with minimal material and manhour wastage. Being highly cost-effective results in price-competitive solutions. We subsequently pass down the cost savings by offering our customers solutions with attractive prices that are unavailable in the standard, off-the-shelf market. |
| ● | Short Lead Time Many of our customers are market-leading OEMs that are very sensitive to lead time. They value the advantage of providing a functional solution expeditiously. We complement our engineering capabilities advantage with an agile workflow that reduces overall solution lead time. Moreover, our machining and assembly divisions give us full, end-to-end control of our manufacturing activities. Therefore, the time taken to design, prototype, machine, and commission solutions are much faster than our competitors. |
2. Induction Welding Equipment
| ● | Comprehensive product line We offer our customers a comprehensive line of products that covers the semi- and fully automatic welding spectrum. Additionally, our customers can choose from our wide range of self-contained, single welding units to suit their production needs. To further consolidate our market position, we have also developed a new series of fully automated robotic welding stations that increase welding efficiency and reduce manpower. |
2
| ● | Patented welding technology We invented and patented numerous welding technologies that are implemented in our products. Our patented machine vision recognition module can, for example, identify welding points in three-dimensional space to send commands to an integrated robotic manipulator for welding. We have also patented numerous welding tip technologies that enable our welding equipment to weld different types of metal tubes. We believe our accumulated know-how in the field of welding would further increase our patented technologies for the years to come and, hence, make our products even more competitive in the future. |
| ● | Strong customer relationship Over the years, we have built a strong relationship with our customers. Although the core technology of our welding equipment is similar, the needs of our customers may vary. Therefore, we develop strong customer relationships to collaborate and co-develop some products in the form of customized orders. Through such strong relationships, we build trust and maintain direct access to decision-level makers of our customers. This enables us to gain knowledge of potential future orders that drive the future growth of our company. |
3. Direct Drive and Linear DC Motors
| ● | Quality assurance We take the manufacturing and testing of our motors very seriously to ensure high product quality and customer satisfaction. We have full control over the quality of our motors because each motor is designed, manufactured, and tested in-house. |
| ● | Comprehensive product line Our customers deploy our products in manufacturing activities that require high throughput and high precision such as wafer manufacturing and voltaic transports. To ensure that their requirements are met, we offer our customers motors and their customized control units. We believe this comprehensive product offering gives us the advantage over traditional motor manufacturers that only provide stand-alone sales of motors. |
| ● | Service commitment With our deep product knowledge, we help our customers pick motors that best suit their needs. Regardless of linear or rotational motion or torque values, we reduce the project lead time of our customers by providing them with a complete working solution with our motors. We also offer a nationwide quick response service to ensure fast troubleshooting and resolution of any product-related problems. |
Key Factors Affecting Results of Operations
The business, financial condition and results of operations of the Company and its subsidiaries have been and are expected to continue to be, affected by a number of factors, which primarily include the following:
The ability to increase and retain customers
A significant amount of Tungray’s revenues is highly dependent on their ability to retain and increase customers, especially those major customers. For the years ended December 31, 2024 and 2023, Tungray and its subsidiaries had 182 and 163 customers, respectively. The average revenue per customer were approximately $70,000 and $88,000, respectively, for the years ended December 31, 2024 and 2023.
The Company’s management team monitors the number of customers and the number of new customers as indicators of the growth of Tungray’s overall business. Tungray’s ability to increase customers, average revenue per customer will depend on its ability to continue to enhance the quality which enabled Tungray to provide better serve customers. Tungray expects that the number of customers and average revenue per customer will remain stable in the long term as Tungray and its subsidiaries continues to build stable cooperation relationship with its customers.
3
Investment in technology and talent
We expend considerable capital and efforts in the research and development of high-frequency power supply technology to maintain our competitiveness in the intelligent manufacturing industries. In light of the rapid growth of high-tech enterprises, intelligent manufacturing is the key to enterprise development, which requires the advancement of technology related to intelligent manufacturing to newer stages of development. To retain existing customers and attract potential customers, we will continue to innovate to keep pace with the growth of the industry and our business to bring forward new cutting-edge technologies. We spent approximately $1.1 million and $0.8 million on research and development for the years ended December 31, 2024 and 2023, respectively.
Ability to pursue strategic opportunities for growth
Tungray intends to continually pursue strategic acquisitions and investments in selective technologies and businesses in the intelligent manufacturing industries to enhance Tungray’s technology capabilities. Tungray believes that a solid acquisition and investment strategy may be critical for Tungray to accelerate Tungray’s growth and strengthen its competitive position in the future. Tungray’s ability to identify and execute strategic acquisitions and investments will likely affect Tungray’s operating results over time. Please see “Business — Tungray’s Strategies” for more information on Tungray’s growth strategies.
Ability to be competitive, to expand its application fields and to diversify its customer base
The domestic markets in both Singapore and the PRC for customized industrial manufacturing solutions of original equipment manufacturer (“OEMs”) and related products are highly competitive. Our current or potential competitors include major manufactures in Singapore, PRC and other parts in the world. Some of our competitors may have greater brand recognition, larger group of customers or vendors, longer operating histories as well as marketing resources than we do. Customers may weight their experience and resources over us in various ways, therefore increasing our competitor’s respective market shares.
Currently, the primary source of Tungray’s revenue is derived from providing metal thermal equipment and solutions for high-tech enterprises. With increasing awareness and acceptance of this technology, Tungray expects that more applications will be identified to magnify the value of this technology, such as the industry of home appliance, equipment, machinery and other automation manufacturing industries that have strong demand for high-frequency power supply technology. To expand the scenario application of intelligent manufacturing services, Tungray’s ability to expand its application fields and diversify its customer base may affect Tungray’s operating results in the future.
Impact of material fluctuations in the supply of raw materials and energy costs
We are sensitive to price movements in our raw materials supply base. Our largest material purchases are for steel, aluminum and other oil and metal-based purchased components. Prices for these products, along with costs for transportation and energy, fluctuate with market conditions, and have generally increased over time. We may be unable to offset the impact with price increases on a timely basis due to outstanding commitments to our customers, competitive considerations or our customers’ resistance to accepting such price increases and our financial performance could be adversely impacted. A failure by our suppliers to continue to supply us with certain raw materials, component parts, or at all, could have a material adverse effect on us. To the extent there are energy supply disruptions or material fluctuations in energy costs, our margins could be materially adversely impacted.
Impact of COVID-19
In March 2020, the World Health Organization declared the COVID-19 as a pandemic. The pandemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and business facilities in China for the first few months in 2020. Tungray’s business, results of operations, and financial condition were adversely affected during the first half of 2020 because a majority of Tungray’s business operations and workforce are concentrated in China. Tungray’s business and results of operations have resumed to normal levels in the second half of 2020. A majority of the Company’s business is derived from Singapore. The spread of COVID-19 did not have any material impact on the Company’s business during the years ended December 31, 2022 and 2021. However, during the year ended December
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31, 2023 and 2024, with the end of the COVID-19 pandemic, people’s work mode has changed from work from home during the pandemic to work at office, thus reducing the demand for office equipment such as printers, which also had an impact on our business. The Singapore and Chinese governments have removed all the COVID-19 restrictions starting from February 2023. Significant number of domestic and cross-border business activities in Singapore and China have resumed or recovered.
Results of Operations
The following table summarizes Tungray’s consolidated results of operations for the years ended December 31, 2024 and 2023. This information should be read together with Tungray’s consolidated financial statements, and related notes included elsewhere in this prospectus.
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| For the Years Ended | ||
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| 2024 |
| 2023 |
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| USD |
| USD |
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Revenues |
| 12,810,249 |
| 14,362,502 |
Cost of revenues |
| (7,212,706) |
| (7,651,593) |
Gross profit |
| 5,597,543 |
| 6,710,909 |
Selling expenses |
| (595,995) |
| (421,869) |
General and administrative expenses |
| (4,594,438) |
| (4,397,603) |
Research and development expenses |
| (1,063,210) |
| (791,762) |
(Loss) Income from operations |
| (656,100) |
| 1,099,675 |
Other income, net |
| 362,465 |
| 194,967 |
(loss) income before income taxes |
| (293,635) |
| 1,294,642 |
Income tax expenses |
| (278,082) |
| (537,881) |
Net (loss) income |
| (571,717) |
| 756,761 |
Other comprehensive (loss) income |
| (735,131) |
| 113,999 |
TOTAL COMPREHENSIVE (LOSS) INCOME |
| (1,306,848) |
| 870,760 |
The year ended December 31, 2024 compared to the year ended December 31, 2023:
Revenues
Our total revenues decreased by approximately $1.6 million, or 10.8%, from approximately $14.4 million for the year ended December 31, 2023, to approximately $12.8 million for the year ended December 31, 2024.
Our breakdown of revenues for the years ended December 31, 2024 and 2023, respectively, is summarized below:
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| For the Years Ended | ||
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| 2024 |
| 2023 |
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| USD |
| USD |
Revenues |
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Customized products |
| 10,128,540 |
| 11,722,295 |
Standardized products |
| 2,681,709 |
| 2,640,207 |
Total revenues |
| 12,810,249 |
| 14,362,502 |
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We engage in sales of standard products, which are welding equipment manufacturing, and direct drive and linear direct current motors (“DC motors”), and customized solutions, which are customized industrial test and tooling solutions. The duration of the contracts ranges from one month to three months. For standard products with no instalment required, delivery and sales of products are considered as one performance obligation per each contract terms. For other products with instalment required, the installation and sales of products are combined and considered as one performance obligation.
Compared with the revenues for the year ended December 31, 2023, customized products decreased by approximately $1.6 million, or 13.6%, and standardized products increased by approximately $42,000, or 1.6%. For the products sales during the year ended December 31, 2024, the revenue decreased compared with the year ended December 31, 2023, mainly due to gradual end of the COVID-19 pandemic decrease in the demand for home printers and the China-United States trade war. The sales revenue of HP, the major customer, decreased by $0.7 million, during the year ended December 31, 2024 compared with the year ended December 31, 2023.
Cost of Revenues
Our costs include the amounts we pay manufacturers for product, tariffs and duties associated the transporting product and freight costs associated with transporting the product from its manufacturers to its warehouses, as applicable.
Our total cost of revenues decreased by approximately $0.4 million, or 5.7%, from approximately $7.7 million for the year ended December 31, 2023 to approximately $7.2 million for the year ended December 31, 2024.
Our breakdown of cost of revenues for the years ended December 31, 2024 and 2023, respectively, is summarized below:
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| For the Years Ended | ||
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| 2024 |
| 2023 |
|
| USD |
| USD |
Cost of revenues |
|
|
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|
Customized products |
| 4,853,680 |
| 5,386,038 |
Standardized products |
| 2,359,026 |
| 2,265,555 |
Total cost of revenues |
| 7,212,706 |
| 7,651,593 |
Compared with the cost of revenues for the years ended December 31, 2023, the cost of customized products decreased by approximately $0.5 million, or 9.9% and standardized products increased by approximately $93,000, or 4.1%, for the years ended December 31, 2024. The decrease of total cost of revenues was in line with the decrease of revenues.
Gross Profit
Our gross profit decreased by approximately $1.1 million, or 16.6%, from approximately $6.7 million for the year ended December 31, 2023, to approximately $5.6 million during the year ended December 31, 2024. For the years ended December 31, 2024 and 2023, our overall gross margin was 43.7% and 46.7%, respectively.
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Our gross profit and gross profit margin from its major business segments are summarized as follows:
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| For the Years Ended |
| Variance | ||
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| 2024 |
| 2023 |
| Amount/% |
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| USD |
| USD |
|
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Customized products |
|
|
|
|
|
|
Gross profit |
| 5,274,860 |
| 6,336,257 |
| (1,061,397) |
Gross margin |
| 52.1% |
| 54.1 % |
| (2.0)% |
Standardized products |
|
|
|
|
|
|
Gross profit |
| 322,683 |
| 374,652 |
| (51,969) |
Gross margin |
| 12.0% |
| 14.2 % |
| (2.2)% |
Total |
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Gross profit |
| 5,597,543 |
| 6,710,909 |
| (1,113,366) |
Gross margin |
| 43.7% |
| 46.7 % |
| (3.0)% |
Our gross profit for customized products were approximately $5.3 million and $6.3 million for the years ended December 31, 2024 and 2023, respectively, representing a decrease of approximately $1.1 million. Our gross margin for customized products were 52.1% and 54.1% for the years ended December 31, 2024 and 2023, respectively. The decrease of gross profit for customized products was mainly due to the decrease of unit selling prices and the increase of labour costs, which is also indicating increased cost pressure or pricing challenges in this segment.
Our gross profit for standardized products were approximately $0.4 million and $0.4 million for the years ended December 31, 2024 and 2023, respectively, representing a decrease of approximately $52,000. Our gross margin for standardized products were 12.0% and 14.2% for the years ended December 31, 2024 and 2023, respectively. The decrease of gross profit for standardized products was mainly due to the decrease of unit selling prices and the increase of labour costs.
Operating Expenses
For the year ended December 31, 2024, we incurred approximately $6.3 million in operating expenses, representing an increase of approximately $0.6 million, or 11.4%, from approximately $5.6 million for the year ended December 31, 2023.
Selling expenses increased by approximately $174,000, or 41.3%, from approximately $422,000 for the year ended December 31, 2023, to approximately $248,000 for the year ended December 31, 2024. The increase was mainly due to an increase in (i) advertising, traveling, meals and entertainment expenses of approximately $201,000; and (ii) salary and wages expenses of approximately $35,000.
General and administrative expenses increased by approximately $197,000, or 4.5%, from approximately $4.4 million for the year ended December 31, 2023, to approximately $4.6 million for the year ended December 31, 2024. The increase was mainly due to the increase in (i) professional service fee of approximately $244,000 associated with IPO which are not capitalized, (ii) depreciation expense of approximately $152,000 due to new purchase of machines, and (iii) insurance expenses of approximately $89,000 for Directors and Officers Liability insurance during the year ended December 31, 2024. The increase was offset by the decrease of (i) salaries and wages expenses of approximately $173,000 due to our workforce elimination to cut costs during the year ended December 31, 2024, (ii) travel expense, meals and entertainment expense of approximately $72,000 for cost enhancement.
Research and development expenses increased by approximately $271,000, or 34.3%, from approximately $792,000 for the year ended December 31, 2023 to approximately $1.1 million for the year ended December 31, 2024. Our R&D investment has increased to enhance our product offerings, develop innovative solutions, and remain competitive in the market.
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Other income, net
Total other income, net for the year ended December 31, 2024, was approximately $362,000 compared to other income, net of approximately $195,000 for the year ended December 31, 2023. Our other incomes increased by approximately $167,000 mainly due to the increase of interest income received from bank deposits.
Income tax expense
Our income tax expenses decreased by approximately $260,000, or 48.3%, from approximately $538,000 for the year ended December 31, 2023, to approximately $278,000 for the year ended December 31, 2024. The decrease was mainly due to the decrease in taxable income for the year ended December 31, 2024.
Net (loss) income
As a result of the combination of factors discussed above, we had net loss of $572,000 for the year ended December 31, 2024 and net income of $757,000 for the year ended December 31, 2023. Comprehensive (loss) income attributable to us was approximately ($1.2 million) for the year ended December 31, 2024, compared to approximately $1.0 million for the year ended December 31, 2023.
B. Liquidity and Capital Resources
As of December 31, 2024, Tungray had cash and restricted cash of approximately $9.5 million. Material amounts of cash disaggregated by currency denomination as of December 31, 2024 in each jurisdiction in which Tungray’s subsidiaries are domiciled are as follows:
| USD |
China - subsidiaries | 1,112,666 |
Singapore – subsidiaries | 5,798,297 |
Cayman – parent company | 2,561,395 |
| 9,472,358 |
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Tungray’s working capital was approximately $9.2 million as of December 31, 2024. In assessing Tungray’s liquidity, Tungray monitors and analyses its cash-on-hand and operating and capital expenditure commitments. To date, Tungray has financed its working capital requirements through cash flow generated from operations, debt and equity financings, and capital contributions from its existing shareholders.
Tungray believes its current working capital is sufficient to support its operations for the next twelve months. Tungray may, however, need additional cash resources in the future if it experiences changes in business conditions or other developments or if Tungray finds and wishes to pursue opportunities for investment, acquisition, capital expenditure, or similar actions. If Tungray determines that its cash requirements exceed the amount of cash and cash equivalents Tungray has on hand at the time, Tungray may seek to obtain bank loans, third-party loans and related-party loans, or obtain credit facilities. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict Tungray’s operations. Tungray’s obligation to bear credit risk for certain financing transactions Tungray facilitates may also strain Tungray’s operating cash flow. Tungray cannot assure you that financing will be available in amounts or on terms acceptable to Tungray, if at all.
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The following table summarizes the key components of Tungray’s cash flows for the years ended December 31, 2024 and 2023.
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| For the Years Ended | ||
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| 2024 |
| 2023 |
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| USD |
| USD |
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|
Net cash (used in) provided by operating activities |
| (811,889) |
| 451,021 |
Net cash used in investing activities |
| (2,784,052) |
| (81,745) |
Net cash provided by (used in) financing activities |
| 2,792,522 |
| (2,805,308) |
Effect of exchange rate on cash and restricted cash |
| (526,628) |
| 108,141 |
Change in cash and restricted cash |
| (1,330,047) |
| (2,327,891) |
Cash and restricted cash, beginning of year |
| 10,802,405 |
| 13,130,296 |
Cash and restricted cash, end of year |
| 9,472,358 |
| 10,802,405 |
Cash |
| 8,968,814 |
| 10,802,405 |
Restricted cash |
| 503,544 |
| - |
Operating activities
Net cash used in operating activities for the year ended December 31, 2024, was primarily attributable to net loss of approximately $0.6 million with non-cash depreciation and amortization expenses of approximately $0.4 million, provision for credit losses or doubtful accounts of approximately $0.2 million, write-down of inventories of approximately $0.1 million, amortization of lease right-of-use assets of approximately $0.3 million. The cash outflow were mainly due to the increase in prepayments of approximately $0.5 million, the increase in prepayments – related parties of approximately $2.9 million, the increase in inventories of approximately 0.1 million, the increase in other receivables and other current assets of approximately $0.3 million, the decrease in accounts payable – related parties of approximately $0.4 million, the decrease in operating lease liabilities of approximately $0.1 million, the decrease in operating lease liabilities – related parties of approximately $0.1 million, and the decrease in taxes payable of approximately $0.5 million. Cash outflow was partially offset by the decrease in accounts and notes receivable of approximately $1.0 million, the increase in accounts payable of approximately $0.3 million, the increase in contract liabilities of approximately $2.2 million, and the increase in accrued expenses and other payables of approximately $0.2 million.
Net cash provided by operating activities for the year ended December 31, 2023, was primarily attributable to net income of approximately $0.8 million with non-cash depreciation and amortization expenses of approximately $0.3 million, provision for credit losses or doubtful accounts of approximately $0.2 million, amortization of lease right-of-use assets of approximately $0.2 million, and deferred tax expenses of approximately $75,000. Cash inflow was also attributable to the increase in contract liabilities of approximately $2.1 million, the decrease in prepayments of approximately $0.3 million, the increase in accounts payable – related parties of approximately $0.4 million, and the increase in accrued expenses and other payables of approximately $0.3 million. Cash inflow was partially offset by the increase in accounts and notes receivable of approximately $1.4 million, the increase in accounts receivable – related parties of approximately $0.2 million, the increase in prepayments – related parties of approximately $1.0 million, the increase in inventories of approximately $0.9 million, the decrease in operating lease liabilities – related parties of approximately $0.2 million and the decrease in taxes payable of approximately $0.3 million.
Investing activities
Cash used in investing activities for the year ended December 31, 2024 was due to the purchase of property, plant and equipment of approximately $0.5 million, the purchase of intangible assets of approximately $15,000, the prepayment for land use right of approximately $2.0 million, and the loans to related parties of approximately $0.3 million.
Cash used in investing activities for the year ended December 31, 2023 was due to the loan payments to related parties of approximately $0.7 million, the purchases of property, plant and equipment of approximately $43,000, and
9
the purchases of intangible assets of approximately $38,000. The cash outflow was offset by the repayments from related parties of approximately $0.7 million.
Financing activities
Cash provided by financing activities for the year ended December 31, 2024 was mainly due to the borrowings from related parties of approximately $0.2 million, the capital contribution from noncontrolling interest shareholder of approximately $50,000, the proceeds from issuance of shares upon IPO of approximately $5.0 million, and the proceeds from issuance of shares pursuant to exercise of over-allotment of approximately $0.4 million. Cash inflow in financing activities was offset by the repayments to bank loans of approximately $0.8 million, the repayments of finance lease liabilities of approximately $0.1 million, the dividends payments of approximately $0.5 million, and the payments of initial public offering costs of approximately $1.4 million.
Cash used in financing activities for the year ended December 31, 2023 was mainly due to the repayments to related parties of approximately $1.5 million, the repayments to bank loan of approximately $1.2 million, the repayments to third party loans of $0.2 million, the dividends payments of approximately $1.3 million, and the prepaid IPO costs of approximately $0.5 million. Cash outflow in financing activities was offset by the borrowings from related parties of approximately $1.6 million and the proceeds from bank loan of approximately $0.3 million.
Commitments and Contingencies
In the normal course of business, Tungray is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450-20, “Loss Contingencies”, Tungray will record accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.
Off-Balance Sheet Arrangements
Tungray has no off-balance sheet arrangements, including arrangements that would affect Tungray’s liquidity, capital resources, market risk support, and credit risk support, or other benefits.
Contractual Obligations
As of December 31, 2024, the future minimum payments under certain of Tungray’s contractual obligations were as follows:
|
| Payments Due In | ||||||||
|
| Total |
| Less than |
| 1 – 2 |
| 3 – 5 |
| Thereafter |
|
|
|
| 1 year |
| years |
| years |
|
|
Banking facilities |
| $1,241,762 |
| $80,588 |
| $87,914 |
| $263,742 |
| $809,518 |
Operating leases obligations |
| 1,329,150 |
| 357,229 |
| 361,083 |
| 610,838 |
| - |
Financing leases obligations |
| 127,591 |
| 127,591 |
| - |
| - |
| - |
Total |
| $2,698,503 |
| $565,408 |
| $448,997 |
| $874,580 |
| $809,518 |
10
Quantitative and Qualitative Disclosures about Market Risks
Inflation risk
Inflationary factors, such as increases in personnel and overhead costs, could impair Tungray’s operating results. Although Tungray does not believe that inflation has had a material impact on Tungray’s financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on Tungray’s ability to maintain current levels of gross margin and operating expenses as a percentage of sales revenue if the revenues do not increase.
Interest rate risk
Tungray is exposed to interest rate risk while it has short-term banking and third-party facilities outstanding. Although interest rates for Tungray’s short-term loans are about fixed for the terms of the loans, the terms are typically twelve (12) months, and interest rates are subject to change upon renewal.
Foreign Exchange Risk
Four of Tungray’s operating entities’ functional currency are RMB, and two of Tungray’s operating entities’ functional currency are SGD. As a result, Tungray is exposed to foreign exchange risk as Tungray’s results of operations may be affected by fluctuations in the exchange rate among SGD, USD, and RMB. If the RMB and SGD depreciates against the USD, the value of Tungray’s SGD or RMB revenues, earnings, and assets as expressed in Tungray’s USD financial statements will decline. Tungray has not entered into any hedging transactions in an effort to reduce Tungray’s exposure to foreign exchange risk.
C. Research and development, patents and license, etc.
See “Item 4. Information on the Company—B. Business Overview.”
D. Trend information
Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from January 1, 2023 and December 31, 2024 that are reasonably likely to have a material effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
E. Critical Accounting Estimates
We prepare financial statements in conformity with U.S. GAAP, which requires our management to make assumptions, estimates, and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our significant accounting policies includes revenue recognition, inventory and costs of goods sold, accounts and notes receivable, net, property and equipment, net, income taxes, leases, and related party transactions. While our significant accounting policies are more fully described in Note 2 – Summary of Significant Accounting Policies to our consolidated financial statements, we believe that there were no critical accounting policies that affect the preparation of financial statements. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments.
11
Estimates are used when accounting for items and matters including the critical accounting estimates as follows:
Allowance for credit losses
Allowance for credit loss represents management’s best estimate of probable losses inherent in the portfolio. Commencing January 1, 2023, we adopted ASC 326, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This guidance replaced the “incurred loss” impairment methodology with an approach based on “expected losses” to estimate credit losses on certain types of financial instruments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance requires financial assets to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the cost of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. Because expected credit loss can vary substantially over time, estimating expected credit losses requires a number of assumptions about matters that are uncertain.
We considered various factors, including nature, historical collection experience, the age of the accounts receivable balances, credit quality and specific risk characteristics of its customers, current economic conditions, forward-looking information including economic, regulatory, technological, environmental factors (such as industry prospects, GDP, employment, etc.), reversion period, and qualitative and quantitative adjustments to develop an estimate of credit losses. The Company have adopted loss rate method to calculate the credit loss and considered the reverent factors of the historical and future conditions of the Company to make reasonable estimation of the risk rate. Because estimating expected credit losses requires a number of assumptions about matters that are uncertain, expected credit losses can vary substantially over time.
Financial assets are presented net of the allowance for credit losses in the Consolidated Balance Sheets. The measurement of the allowance for credit losses is recognized through current expected credit loss expense. Current expected credit loss expense is included as a component of general and administrative expenses in the consolidated statements of income and comprehensive income (loss). Write-offs are recorded in the period in which the asset is deemed to be uncollectible.
Impairment for long-lived assets
Long-lived assets, including property and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company assess the recoverability of the assets based on the undiscounted future cash flows 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 would 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. Significant judgment is required to determine whether unfavorable events or changes in circumstances exist and to determine key assumptions adopted in the cash flow projections. Changes to key assumptions can significantly affect these cash flow projections and the results of the impairment tests. For the years ended December 31, 2024 and 2023, no impairment of long-lived assets was recognized.
Valuation of deferred tax assets
Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Valuation allowance is provided against deferred tax assets when we determine that it is more-likely-than-not that the deferred tax assets will not be utilized in the future. We consider positive and negative evidence to determine whether some portion or all of the deferred tax assets will more-likely-than-not be realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses and forecasts of future profitability. These
12
assumptions require significant judgment and the forecasts of future taxable income are consistent with the plans and estimates we are using to manage the underlying businesses.
We believe that the estimates utilized in preparing its consolidated financial statements are reasonable and prudent. Actual results could differ from these estimates. Changes in these estimates and judgements may result in material increase or decrease in our provision for income tax expenses, which could be material to our financial position and results of operations.
13
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 Tungray Technologies Inc, and its subsidiaries are included at the end of this Amendment.
Item 19. EXHIBITS
EXHIBIT INDEX
Exhibit |
| Exhibit title |
1.1 |
| Amended and Restated Memorandum and Articles of Association (Incorporated by reference to the identically named exhibit filed with Registration Statement on Form F-1 (File No. 333- 270434)) |
1.2 |
| Second Amended and Restated Memorandum and Articles of Association |
2.1 |
| Specimen Class A Ordinary Share Certificate (Incorporated by reference to the identically named exhibit filed with Registration Statement on Form F-1 (File No. 333- 270434)) |
2.2 |
| Form of Representative’s Warrant (Incorporated by reference to the identically named exhibit filed with Registration Statement on Form F-1 (File No. 333- 270434)) |
2.3 |
| Description of Securities registered under Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to the identically named exhibit filed with the Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed on April 26, 2024) |
4.1 |
| Form of Executive Employment Agreement between Tungray Technologies Inc and Wanjun Yao, dated as of March 29, 2023 (Incorporated by reference to the identically named exhibit filed with Registration Statement on Form F-1 (File No. 333- 270434)) |
4.2 |
| Form of Executive Employment Agreement between Tungray Technologies Inc and Lei Yao, dated as of March 29, 2023 (Incorporated by reference to the identically named exhibit filed with Registration Statement on Form F-1 (File No. 333- 270434)) |
4.3 |
| Employment Agreement between Tungray Singapore Pte. Ltd. and Lei Yao, dated as of July 1, 2022 (Incorporated by reference to the identically named exhibit filed with Registration Statement on Form F-1 (File No. 333- 270434)) |
4.4 |
| Employment Agreement between Tungray Singapore Pte. Ltd. and Nina Qian, dated as of September 1, 2024 (Incorporated by reference to the identically named exhibit filed with the Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed on May 14, 2025) |
4.5 |
| Form of Director Offer Letter (Incorporated by reference to the identically named exhibit filed with Registration Statement on Form F-1 (File No. 333- 270434)) |
4.6 |
| |
8.1 |
| List of Subsidiaries of the Registrant (Incorporated by reference to the identically named exhibit filed with the Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed on May 14, 2025) |
11.1 |
| Code of Conduct and Ethics (Incorporated by reference to the identically named exhibit filed with Registration Statement on Form F-1 (File No. 333- 270434)) |
11.2 |
| Insider Trading Policy (Incorporated by reference to the identically named exhibit filed with the Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed on April 26, 2024) |
12.1 |
| |
12.2 |
|
14
13.1 |
| |
97.1 |
| Clawback Policy (Incorporated by reference to the identically named exhibit filed with Registration Statement on Form F-1 (File No. 333- 270434)) |
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) |
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.
| Tungray Technologies Inc | |
|
|
|
| By: | /s/ Wanjun Yao |
| Name: | Wanjun Yao |
| Title: | Chief Executive Officer |
|
|
|
| Dated: | October 14, 2025 |
15
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
TUNGRAY TECHNOLOGIES INC AND SUBSIDIARIES
For the Years Ended December 31, 2024 and 2023
TABLE OF CONTENTS
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
Tungray Technologies Inc
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Tungray Technologies Inc (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive (loss) income, changes in shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, based on our audits, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's 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 audits to obtain reasonable assurance about whether the 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 the Company's 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 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Guangdong Prouden CPAs GP
Guangdong Prouden CPAs GP
We have served as the Company’s auditor since 2025.
October 14, 2025
F-2
Tungray Technologies Inc and Subsidiaries
Consolidated Balance Sheets
(Stated in U.S. Dollars)
|
| As of |
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| As of |
| ||
| December 31, 2024 |
|
| December 31, 2023 |
| |||
ASSETS |
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CURRENT ASSETS |
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Cash |
| $ |
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| $ |
| ||
Restricted cash |
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Accounts and notes receivable, net |
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Accounts receivable - related parties |
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Inventories, net |
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Prepayments, net |
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Prepayments - related parties, net |
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Other receivables and other current assets, net |
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Other receivables - related parties |
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Total current assets |
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NON-CURRENT ASSETS |
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Prepaid expenses and deposits |
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Prepayment for land use right |
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Long-term investment |
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Operating right-of-use assets |
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Finance right-of-use assets |
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Intangible assets |
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Deferred initial public offering (“IPO”) costs |
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Property and equipment, net |
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Total non-current assets |
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Total assets |
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LIABILITIES AND EQUITY |
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CURRENT LIABILITIES |
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Accounts payable |
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Accounts payable - related parties |
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Contract liabilities |
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Accrued expenses and other payables |
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Other payables - related parties |
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Current portion of banking facilities |
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Current portion of operating lease liabilities |
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Current portion of operating lease liabilities - related party |
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Current portion of finance lease liabilities |
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Taxes payable |
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Total current liabilities |
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OTHER LIABILITIES |
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Banking facilities |
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Operating lease liabilities |
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Operating lease liabilities - related party |
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Total other liabilities |
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Total liabilities |
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COMMITMENTS AND CONTINGENCIES |
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EQUITY |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ |
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F-3
Additional paid-in capital |
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Retained earnings |
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Statutory reserves |
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Accumulated other comprehensive loss |
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| ( |
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| ( |
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Total Tungray Technologies Inc's equity |
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NONCONTROLLING INTERESTS |
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| ( |
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| ( |
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TOTAL EQUITY |
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Total liabilities and shareholders' equity |
| $ |
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| $ |
|
The accompanying notes are an integral part of these consolidated financial statements.
F-4
Tungray Technologies Inc and Subsidiaries
Consolidated Statements of Operations and Comprehensive (Loss) Income
(Stated in U.S. Dollars)
|
| For the Years Ended December 31, |
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| 2024 |
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| 2023 |
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Revenue - third parties |
| $ |
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| $ |
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Revenue - related parties |
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Total revenues |
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Cost of revenue - third parties |
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Cost of revenue - related parties |
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Total cost of revenues |
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Gross profit |
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Operating expenses: |
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Selling expenses |
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| ||||
General and administrative expenses |
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Research and development expenses |
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Total operating expenses |
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(Loss) income from operations |
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Other income (expense) |
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Other income, net |
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Lease income - related party |
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Financial income (expenses), net |
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| ( |
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Total other income, net |
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(Loss) income before income taxes |
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Income tax expense |
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| ( |
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| ( |
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Net (loss) income |
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| ( |
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Less: net loss attributable to noncontrolling interests |
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Net (loss) income attributable to Tungray Technologies Inc |
| $ | ( |
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| $ |
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Net (loss) income |
| $ | ( |
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Foreign currency translation adjustment |
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Comprehensive (loss) income |
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Less: comprehensive loss attributable to noncontrolling interests |
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Total comprehensive (loss) income attributable to Tungray Technologies Inc |
| $ | ( |
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Weighted average number of common shares outstanding - basic and diluted |
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F-5
(Loss) earnings per share - basic and diluted |
| $ | ( |
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| $ |
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The accompanying notes are an integral part of these consolidated financial statements.
F-6
Tungray Technologies Inc and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Equity
(Stated in U.S. Dollars)
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| Additional |
| Retained earnings |
| Accumulated other |
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| Class A ordinary shares |
| Class B ordinary shares |
| paid-in |
| Statutory |
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| comprehensive |
| Noncontrolling |
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Shares | Par Value |
| Shares | Par value |
| capital |
| reserves |
| Unrestricted |
| income (loss) |
| interests |
| Total | |||||||||||
BALANCE, December 31, 2022 |
| $ |
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| $ |
| $ |
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| $ | ( |
| $ | ( |
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Net income |
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Statutory reserves |
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Foreign currency translation adjustment |
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BALANCE, December 31, 2023 |
| $ |
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| $ |
| $ |
| $ |
| $ |
| $ | ( |
| $ | ( |
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Net Loss |
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Share issuance upon initial public offering (“IPO”) |
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Issuance of warrants |
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Share issuance pursuant to exercise of over-allotment |
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Offering cost incurred for IPO and over-allotment |
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Foreign currency translation adjustment |
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Capital contribution from noncontrolling shareholder |
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BALANCE, December 31, 2024 |
| $ |
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| $ |
| $ |
| $ |
| $ |
| $ | ( |
| $ | ( |
| $ | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-7
Tungray Technologies Inc and Subsidiaries
Consolidated Statements of Cash Flows
(Stated in U.S. Dollars)
|
| For the Years Ended December 31, |
| |||||
| 2024 |
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| 2023 |
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Cash flows from operating activities: |
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Net (loss) income |
| $ | ( |
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| $ |
| |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: |
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Depreciation expense |
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Amortization expense |
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Provision for credit losses or doubtful accounts |
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Write-down of inventories |
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Deferred tax expense |
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Amortization of operating lease right-of-use assets |
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Amortization of finance lease right-of-use assets |
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Loss from disposal of property and equipment |
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Changes in operating assets and liabilities |
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Accounts and notes receivable |
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Accounts receivable - related parties |
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Prepayments |
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Prepayments - related parties |
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Inventories |
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Other receivables and other current assets |
|
| ( |
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Prepaid expenses and deposits |
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| ( |
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Operating lease receivable - related party |
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Accounts payable |
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Accounts payable - related party |
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Contract liabilities |
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Accrued expenses and other payables |
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Operating lease liabilities |
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| ( |
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Operating lease liabilities - related parties |
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Other payables – related parties |
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Taxes payable |
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Net cash (used in) provided by operating activities |
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Cash flows from investing activities: |
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Purchases of property, plant and equipment |
|
| ( |
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| ( |
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Purchase of intangible assets |
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| ( |
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Prepayment for land use right |
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Loans to related parties |
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Repayments from related parties |
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Net cash used in investing activities |
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Cash flows from financing activities: |
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Borrowings from related parties |
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Repayments to related parties |
|
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| ( |
| |
Proceeds from bank loan |
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Repayments to bank loan |
|
| ( |
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| ( |
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Repayments to third party loans |
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| ( |
| |
Repayments of finance lease liabilities |
|
| ( |
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Dividends payments |
|
| ( |
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| ( |
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Capital contribution from noncontrolling interest shareholder |
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Proceeds from issuance of shares upon IPO |
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Proceeds from issuance of shares pursuant to exercise of over-allotment |
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Payments of initial public offering costs |
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| ( |
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| ( |
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Net cash provided by (used in) financing activities |
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| ( |
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Effect of exchange rate change on cash and restricted cash |
|
| ( |
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Net change in cash and restricted cash |
|
| ( |
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Cash and restricted cash - beginning of the year |
|
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| ||
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|
Cash and restricted cash - end of the year |
| $ |
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| $ |
| ||
Cash |
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| ||
Restricted cash |
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Supplemental disclosure of cash flow information: |
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Interest paid |
| $ |
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| $ |
| ||
Income tax paid |
| $ |
|
| $ |
| ||
|
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Supplemental non-cash information: |
|
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Finance lease right-of-use assets obtained in exchange for finance lease liabilities |
| $ |
|
| $ |
| ||
Operating lease right-of-use assets obtained in exchange for operating lease liabilities |
| $ |
|
| $ |
| ||
Termination of operating lease right-of-use asset with lease liability |
| $ | ( |
|
| $ |
| |
Other receivables - related party offset with other payables - related party upon execution of offset agreement |
| $ |
|
| $ |
| ||
Deferred IPO costs transfer to additional paid-in capital upon IPO |
| $ | ( |
|
| $ |
| |
The accompanying notes are an integral part of these consolidated financial statements.
F-8
Note 1– Nature of business and organization
Tungray Technologies Inc (“Tungray”) was incorporated and registered as an exempted company with limited liability under the laws of Cayman Islands on June 1, 2022. Tungray is a holding company and has no substantive operations other than holding all of the outstanding shares of its subsidiaries through various recapitalizations. Tungray and its subsidiaries are hereafter referred as the “Company.”
The Company, through its wholly-owned subsidiaries in Singapore and China, is engaged in the field of industrial automation. The Company is an engineer-to-order company that has provided its customers with tooling solutions and customized industrial manufacturing solutions to Original Equipment Manufacturers (“OEMs”) in the semiconductors, printers, electronics, and home appliances sectors.
Reorganization
On June 21, 2022, Tungray established three wholly-owned subsidiaries under the laws of the British Virgin Island (“BVI”), Tungray Motion Ltd (“Tungray Motion”), Tungray Electronics Ltd (“Tungray Electronics”) and Tungray Intelligent Technology Ltd (“Tungray Intelligent”), which are three investment holding companies (collectively, the “BVI Holding Companies”) with limited liability.
Tungray completed various recapitalizations under common control of its then existing shareholders, who collectively owned all of the equity interests of those three BVI Holding Companies prior to the Reorganization, through the following transactions (together with the foregoing, the “Reorganization”):
| ● | On November 22, 2022, Tungray acquired |
| ● | On November 22, 2022, Tungray acquired |
| ● | On July 14, 2022, Tungray Intelligent established a wholly-owned subsidiary Tungray Technology Pte Ltd (“Tungray Technology”), a Singapore limited company, which established Tongsheng Intelligence Technology Development (Shenzhen) Co., Ltd (“Tongsheng Development”) on August 22, 2022 under the laws of the PRC. On September 28, 2022, Tungray acquired |
Before and after the Reorganization, the Company, together with its subsidiaries (as indicated above), is effectively controlled by the majority shareholders, and therefore the Reorganization is considered as a recapitalization of entities under common control in accordance with the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 805-50-25. The consolidation of the Company and its subsidiaries have been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements in accordance with ASC 805-50-45-5.
F-9
On April 18, 2024, the Company completed its initial public offering ("IPO") of
In connection with the IPO, the Company granted US Tiger Securities, Inc. ("US Tiger"), the sole book-running manager, a 45-day option to purchase up to an additional 187,500 Class A ordinary shares at the public offering price, less underwriting discounts and commissions, to cover over-allotments, if any. On April 30, 2024, US Tiger partially exercised this option, purchasing an additional
The accompanying consolidated financial statements reflect the activities of the Company and each of the following entities:
Name |
| Background |
| Ownership |
Tungray Motion Ltd (“Tungray Motion”) |
| ● A BVI holding company ● Incorporated on June 21, 2022 |
| |
Tungray Electronics Ltd (“Tungray Electronics”) |
| ● A BVI holding company ● Incorporated on June 21, 2022 |
| |
Tungray Intelligent Technology Ltd (“Tungray Intelligent”) |
| ● A BVI holding company ● Incorporated on June 21, 2022 |
| |
Tungray Singapore Pte. Ltd. (“Tungray Singapore”) |
| ● A Singapore Company Limited by Shares ● Incorporated on June 21, 2007 ● Installation of industrial machinery and equipment, mechanical engineering works |
| |
Tung Resource Pte Ltd (“Tung Resource”) |
| ● A Singapore Company Limited by Shares ● Incorporated on July 9, 1996 ● Installation of industrial machinery and equipment, mechanical engineering works |
| |
Tungray Industrial Automation (Shenzhen) Co., Ltd (“Tungray Industrial”) |
| ● A PRC limited liability company and deemed a wholly foreign owned enterprise (“WFOE”) ● Incorporated on May 27, 2010 ● Design, development and manufacture of non- standard equipment such as automated assembly equipment, precision testing equipment, tooling fixtures, etc. |
| |
Tongsheng Intelligent Equipment (Shenzhen) Co., Ltd (“Tongsheng Intelligent”) |
| ● A PRC limited liability company ● Incorporated on October 25, 2021 ● Research and development of intelligent robots; sales of intelligent robots; sales of intelligent storage equipment |
|
F-10
Qingdao Tongri Electric Machines Co., Ltd (“Tongri Electric”) |
| ● A PRC limited liability company and deemed a WFOE ● Incorporated on December 26, 2001 ● Design, R&D and manufacturing of induction brazing equipment, induction hardening equipment, automatic welding equipment, linear motors, DD motors |
|
F-11
Qingdao Tungray Intelligent Technology Co., Ltd (“Qingdao Tungray Intelligent”) |
| ● A PRC limited liability company and deemed aWFOE ● Incorporated on September 30, 2017 ● Design, R&D and manufacturing of induction brazing equipment, induction hardening equipment, automatic welding equipment, linear motors, DD motors |
| |
Tungray Technology Pte Ltd (“Tungray Technology”) |
| ● A Singapore Company Limited by Shares ● Incorporated on July 14, 2022 ● Installation of industrial machinery and equipment, mechanical engineering works |
| |
Tongsheng Intelligence Technology Development (Shenzhen) Co., Ltd. (“Tongsheng Development ”) |
| ● A PRC limited liability company and deemed a WFOE ● Incorporated on August 22, 2022 ● Research and development of intelligent robots; sales of intelligent robots; sales of intelligent storage equipment |
| |
Xi’an Tongri Intelligent Industrial Technology Co., Ltd. |
| ● A PRC limited liability company and deemed a WFOE ● Incorporated on June 25, 2023 ● Manufacturing, Research and development of intelligent robots; sales of intelligent robots |
|
Note 2– Summary of significant accounting policies
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”) pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). In the opinion of management, all adjustments consisting of normal recurring adjustments considered necessary for a fair presentation of the financial statements, have been included.
Principles of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.
F-12
Segment Information
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments.
In November 2023, the FASB issued Accounting Standards Updates (“ASU”) No. 2023-07, “Improvements to Reportable Segment Disclosures (Topic 280)”. This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The Company adopted this ASU commencing January 1, 2024 and the adoption of the ASU does not have a material effect on its consolidated financial statements.
The Company applies the management approach to determine its reportable operating segments. This approach considers the internal organization and the reporting provided to the CODM for the purpose of resource allocation and performance evaluation. The CODM has been identified as the Chief Executive Officer, who reviews financial results and makes strategic decisions. Based on this structure and internal reporting, management has determined that the Company operates as a single operating segment under ASC 280. This conclusion reflects the integrated nature of the Company’s operations, which share resources across research and development, product design, marketing, operations, and administrative functions to deliver a unified suite of products and services. The CODM considers year-over-year fluctuations and budget-to-actual variances of these consolidated results when assessing performance and making operating decisions. The Company manages assets on a consolidated basis as reported on the consolidated balance sheets.
The Company’s CODM use consolidated net (loss) income as the measures of segment profit or loss. Significant segment expenses are consistent with those reported on the consolidated statements of operations and comprehensive (loss) income and include cost of revenues, selling expenses, general and administrative expenses and research and development expenses. For significant segment expenses incurred during the years ended December 31, 2024, and 2023, refer to consolidated statements of operations and comprehensive (loss) income.
Use of estimates
The preparation of 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 the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period covered by the financial statements and accompanying notes. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. Significant accounting estimates reflected in the Company’s consolidated financial statements include, but not limited to, allowance for credit losses, estimated useful lives and impairment of property and equipment, valuation of deferred tax assets, fair value of warrant, net realizable value of inventory and other provisions and contingencies. As future events and their effects cannot be determined with precision, actual results could differ from those estimates.
Foreign currency translation and transaction
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statements of operations and comprehensive (loss) income.
The reporting currency of the Company is United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. The Company’s subsidiaries in Singapore and the People’s Republic of China (“PRC”)
F-13
conduct their businesses and maintain its books and record in the local currency, Singapore Dollars (“SGD”) and Chinese Renminbi (“RMB”), as their functional currency, respectively.
In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income (loss) within the statements of changes in shareholders’ equity. Cash flows are also translated at average translation rates for the periods; therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.
Translation of foreign currencies into US$1 have been made at the following exchange rates for the respective years:
|
| As of and for the Years Ended December 31, |
| |||||||
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| 2024 |
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| 2023 |
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| ||
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| ||
Year-end SGD: US$1 exchange rate |
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| ||
Year-end RMB: US$1 exchange rate |
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| ||
Year-average SGD: US$1 exchange rate |
|
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| ||
Year-average RMB: US$1 exchange rate |
|
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| ||
Fair value measurements
Fair value is defined as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. When determining the fair value measurements for assets and liabilities, we consider the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The following summarizes the three levels of inputs required to measure fair value, of which the first two are considered observable and the third is considered unobservable:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The fair value for certain assets and liabilities such as cash, restricted cash, accounts and notes receivable, prepayments, other receivables, and other current assets, short-term loans, accounts payable, contract liabilities, accrued expenses and other payables, and tax payables have been determined to approximate carrying amounts due to the short maturities of these instruments. The Company believes that its long-term loan from a bank approximates the fair value based on current yields for debt instruments with similar terms. Warrants were measured at fair value using unobservable inputs and categorized in Level 3 of the fair value hierarchy. The Company and its subsidiaries did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of December 31, 2024 and 2023.
F-14
Cash
Cash represents cash on hand and demand deposits placed with banks or other financial institutions which are unrestricted as to withdrawal or use and have original maturities less than three months.
Restricted cash
Cash that is restricted as to withdrawal for use or pledged as security is reported as “Restricted cash” in the consolidated balance sheets. The Company’s restricted cash mainly represents the proceeds received through IPO deposited in the escrow account. It has been released to the company’s account in May 2025.
Accounts and notes receivable, net
Accounts receivable includes trade accounts due from customers. Accounts receivables are recorded at the invoiced amount less an allowance for expected credit losses and do not bear interest, which are due after 30 to 90 days, depending on the credit term with its customers. Notes receivable represents trade accounts receivable due from various customers where the customers’ banks or customers have guaranteed the payments. The notes are non-interest bearing and normally paid within three to six months. The Company has the ability to submit request for payment to the customer’s bank earlier than the scheduled payment date, but will incur an interest charge and a processing fee. As of December 31, 2024 and 2023, the allowance for credit losses of accounts and notes receivable was $
Other receivables and other current assets, net
Other receivables and other current assets primarily include receivable from employee advance, and refundable deposits from third party service providers. Management regularly reviews the aging of receivables and changes in payment trends and records allowances when management believes collection of amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. As of December 31, 2024 and 2023, the Company provided allowance for credit losses of other receivable and other current asset $
Allowance for credit losses
Allowance for credit losses represents management’s best estimate of probable losses inherent in the portfolio. On January 1, 2023, the Company adopted ASC 326, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This guidance replaced the “incurred loss” impairment methodology with an approach based on “expected losses” to estimate credit losses on certain types of financial instruments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The allowance for credit losses is a valuation account that is deducted from the cost of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset.
Under ASU 2016-13, the Company has exposure to credit losses for financial assets, which are accounts and notes receivable, and other receivables and other current assets. The Company considered various factors, including nature, historical collection experience, the age of the accounts receivable balances, credit quality and specific risk characteristics of its customers or other third parties, current economic conditions, forward-looking information including economic, regulatory, technological, environmental factors (such as industry prospects, GDP, employment, etc.), reversion period, and qualitative and quantitative adjustments to develop an estimate of credit losses. The Company have adopted loss rate method to calculate credit loss and considered the reverent factors of the historical and future conditions of the Company to make reasonable estimation of the risk rate.
Financial assets are presented net of the allowance for credit losses in the consolidated balance sheets. The measurement of the allowance for credit losses is recognized through current expected credit loss expense. Current
F-15
expected credit loss expense is included as a component of general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income. Write-offs are recorded in the period in which the asset is deemed to be uncollectible.
Prepayments
The Company makes prepayments to suppliers in advance of receiving goods or services in accordance with underlying contractual terms with suppliers. Generally, prepayments are intended to expedite the delivery of required inventory as needed and to help ensure priority and preferential pricing on such goods or services.
These prepayments are unsecured and are reviewed periodically on an individual basis by considering aging history, specific risk characteristics of vendors and other factors to determine whether the prepayment will be timely realized through the receipt of inventories, services, or refunds. If any amounts are deemed unrealizable, the Company will recognize an allowance account to reserve for such balances. Management reviews its prepayments on a regular basis to determine if the valuation allowance is adequate and adjusts the allowance when necessary. As of December 31, 2024 and 2023, the Company provided a valuation allowance for prepayments of $
Long-term investment
The Company’s long-term investment consists of an equity investment without readily determinable fair value. For equity securities without readily determinable fair value and do not qualify for the existing practical expedient in ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) to estimate fair value using the net asset value per share (or its equivalent) of the investment, the Company elected to use the measurement alternative to measure those investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any.
For those equity investments that the Company elects to use the measurement alternative, the Company makes a qualitative assessment of whether the investment is impaired at each reporting date. If a qualitative assessment indicates that the investment is impaired, the entity has to estimate the investment’s fair value in accordance with the principles of ASC 820. If the fair value is less than the investment’s carrying value, the entity has to recognize an impairment loss in net income / (loss) equal to the difference between the carrying value and fair value. No event had occurred and indicated that other-than-temporary impairment existed, and therefore the Company did not record any impairment charges for its investments for the years ended December 31, 2024 and 2023.
Property and equipment, net
Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with no residual value. The estimated useful lives are as follows:
|
| Expected useful lives |
Buildings |
| |
Office equipment |
| |
Operation equipment |
|
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 Consolidated Statements of Operations and Comprehensive (Loss) Income. Expenditure for maintenance and repairs is charged to earnings as incurred, while additions, renewals and betterments,
F-16
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.
Intangible assets, net
Intangible assets are stated at cost, less accumulated amortization. Amortization expense is recognized on the straight-line basis over the estimated useful lives of the assets. All land in the PRC is owned by the government; however, the government grants “land use rights.” The Company has obtained rights to use various parcels of land for
Impairment for long-lived assets
Long-lived assets, including property and equipment with finite lives 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 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 would 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. For the years ended December 31, 2024 and 2023,
Revenue recognition
The Company follows the revenue accounting requirements of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”). The core principle underlying the revenue recognition of this ASU allows the Company to recognize - revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange.
To achieve that core principle, the Company applies five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.
In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).
Performance Obligations. A performance obligation is a promise in a contract to transfer a distinct good to the customer and is the unit of account in ASC Topic 606. A contract’s transaction price is recognized as revenue when the performance obligation is satisfied. Each of the Company’s contracts have distinct performance obligations, which are the promises to designs, manufactures, sells and installs individual goods or the promise to deliver services. The Company treats the distinct performance obligations as a single performance obligation as they are necessary and consecutive steps to complete a contract.
Assurance-type Warranty. An assurance-type warranty guarantees that the product will perform as promised and is not a performance obligation. This type of warranty promises to repair or replace a delivered good or service if it does
F-17
not perform as expected. Since an assurance-type warranty guarantees the functionality of a product, the warranty is not accounted for as a separate performance obligation, and thus no transaction price is allocated to it. Rather, to account for an assurance-type warranty the vendor should estimate and accrue a warranty liability when the promised good or service is delivered to the customer.
The Company’s revenue recognition policies are effective upon the adoption of ASC 606. The Company has identified two primary revenue streams: revenue from standard products and revenue from customized products.
The company recognizes revenue from standard products using following 5 steps model: 1) Identify the contract with a customer: each sale is supported by a legally enforceable purchase order or sales agreement outlining the product, pricing, delivery terms, and payment terms. 2) Identify the performance obligations: the Company’s performance obligation is to deliver the standard product to the customer. Shipping, handling, are considered fulfilment activities, not separate performance obligations. 3) Determine the transaction price: The transaction price is fixed and stated in the contract. Historically, the Company has not provided significant discounts or experienced significant returns. Any variable consideration such as allowances is estimated and constrained appropriately. 4) Allocate the transaction price: as there is a single performance obligation, the entire transaction price is allocated to the delivery of the product. 5) Recognize revenue when the performance obligation is satisfied: revenue is recognized at a point in time when control of the product is transferred to the customer. This typically occurs when the customer obtains physical possession, legal title, and the risks and rewards of ownership, which may be when goods are delivered and or when they are on board at customs, depending on the type of contractual terms.
Customized products are specially designed and manufactured automatic testing or welding equipment tailored to specific customer requirements.
The company recognizes revenue from customized products using following 5 steps model: 1) Identify the contract with a customer: contracts are established with enforceable terms and pricing, often including technical specifications, milestone obligations, and acceptance provisions. 2) Identify the performance obligations: the contract typically includes a single performance obligation to design, manufacture, deliver, and install a customized product. Installation and acceptance are integral to the performance obligation and not treated separately. 3) Determine the transaction price: the transaction price is fixed and agreed upon in the contract. As with standard products, the Company does not typically provide significant discounts or experience returns. Variable consideration is estimated and constrained.4) Allocate the transaction price: since the contract includes a single performance obligation, the entire transaction price is allocated to the customized product. 5) Recognize revenue when the performance obligation is satisfied: revenue is recognized at the point only after the product is delivered, installation is completed (if specified), and the customer provides formal acceptance, particularly when substantive acceptance criteria are defined in the contract.
If substantive completion inspection or acceptance clauses are present, revenue recognition is deferred until all such criteria are fulfilled.
Since the contract price and term is fixed and enforceable and assurance-type warranty guarantees the functionality of a product and the warranty is not accounted for as a separate performance obligation, no transaction price is allocated to it. The Company recognizes the full amounts of sales at the point in time as the products are delivered or accepted by the customers according to the acceptance term included in the contract.
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Depending on the nature of the transaction and the Company's role in the transaction, revenue is recognized on either a gross or net basis. Gross Method – Self-Manufactured Products: for sales of products that are designed, developed, and
F-18
manufactured by the Company, revenue is recognized on a gross basis. The Company acts as the principal in these transactions, bearing inventory risk and having control over the product prior to transfer to the customer. Accordingly, the full amount of consideration received from customers is recorded as revenue at the point in time when control of the goods transfers to the customer, typically upon delivery or acceptance, depending on the contract terms. Net Method – Trading Products: for certain trading transactions where the Company procures finished goods from third-party suppliers and resells them to customers without significant modifications or added value, the Company acts as an agent rather than a principal. In these cases, revenue is recognized on a net basis, representing only the amount of the fee or commission that the Company expects to retain. This presentation reflects that the Company does not obtain control of the goods prior to transfer to the customer. Judgment is applied in determining whether the Company is acting as principal or agent based on indicators including inventory risk, discretion in establishing pricing, and primary responsibility for fulfillment.
The determination of whether revenue should be presented gross or net requires careful assessment of the nature of the Company’s performance obligations in each transaction type.
The Company’s revenues by geographic location are summarized below:
|
| For the Years Ended December 31, |
|
| |||||||
|
| 2024 |
|
| 2023 |
| |||||
China revenues |
| $ |
|
| $ |
|
| ||||
Singapore revenues |
|
|
|
|
|
|
| ||||
Total revenues |
| $ |
|
| $ |
|
| ||||
The company’s revenues by timing of revenue recognition are summarized below:
|
| For the Years Ended December 31, |
|
| |||||||
|
| 2024 |
|
| 2023 |
| |||||
At a point in time |
| $ |
|
| $ |
|
| ||||
Over time |
|
| - |
|
|
| - |
|
| ||
Total revenues |
| $ |
|
| $ |
|
| ||||
The Company’s revenues by gross vs net method are summarized below:
|
| For the Years Ended December 31, |
|
| |||||||
|
| 2024 |
|
| 2023 |
| |||||
Gross method |
| $ |
|
| $ |
|
| ||||
Net method |
|
|
|
|
|
|
| ||||
Total revenues |
| $ |
|
| $ |
|
| ||||
The Company’s revenues by revenue streams are summarized below:
|
| For the Years Ended December 31, |
|
| |||||||
|
| 2024 |
|
| 2023 |
| |||||
Customized products |
| $ |
|
| $ |
|
| ||||
Standardized products |
|
|
|
|
|
|
| ||||
Total revenues |
| $ |
|
| $ |
|
| ||||
F-19
Contract liabilities
The Company recognizes a receivable when it has an unconditional right to receive consideration from a customer. The right to receive consideration is unconditional if only the passage of time is required before payment of that consideration is due. If revenue has been recognized before the Company has an unconditional right to receive consideration, the amount is presented as a contract asset. The Company recognizes accounts receivable when it completes performance obligation of receiving consideration and it has the unconditional right to receive consideration. As of December 31, 2024 and 2023, the Company did not record contract assets.
Contract liabilities are cash payment received from customers in advance of the Company satisfying performance obligations under contractual arrangements, including those with performance obligations to be at a point in time. Contract liabilities are derecognized when or as revenue is recognized. Due to the generally short-term duration of the relevant contracts, all the performance obligations are expected to be satisfied within one year and are classified as current liabilities. The amount of revenue recognized that was included in the contract liabilities at the beginning of the year were $
Chinese value-added tax (“VAT”)
The products sold in the PRC are subject to a Chinese value-added tax (“VAT”). The products sold to the customers outside of China are not subject to a Chinese VAT. VAT taxes are presented as a reduction of revenue.
Goods and services taxes (“GST”)
The products sold in the Singapore are subject to a goods and services tax (“GST”). The products sold to the customers outside of Singapore are not subject to a GST. GST taxes are presented as a reduction of revenue. The GST is calculated based on gross sales price. GST rate was generally 8% in Singapore, which was further increased to 9% with effect from January 1, 2024. Entities that are GST-registered taxpayers are allowed to offset qualified input GST paid to suppliers against their output GST liabilities. Net GST balance between input GST and output GST is recorded in tax payable.
Inventory and cost of goods sold
Inventory is stated at the lower of cost or net realizable value with cost determined under the moving average method. Adjustments to the carrying value are recorded for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and market conditions.
The Company’s costs include the amount it pays manufacturers for products, labor costs, lease and utility expenses for factories, tariffs and duties associated with the transporting product and freight costs associated with transporting the product from its manufacturers to its warehouses, as applicable.
Research and development expenses
Research and development expenses include salaries and other compensation-related expenses to the Company’s research and product development personnel, and related expenses for the Company’s research and product development team.
Selling expenses
Selling expenses include expenses include salaries and other compensation-related expenses to the Company’s sales personnel and expenses relating to marketing and brand promotion activities.
F-20
General and administrative expenses
General and administrative expenses include salaries and other compensation-related to the Company’s general corporate functions, professional service fee, costs associated with use by these functions of facilities and equipment, such as depreciation expenses, rental and other general corporate related expenses.
Employee benefits
The full-time employees of the Company are entitled to the government mandated defined contribution plan. The Company is required to accrue and pay for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant government regulations, and make cash contributions to the government mandated defined contribution plan. Total expenses for the plans were $
Deferred IPO costs
The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Deferred IPO costs consist of underwriting, legal, accounting and other professional expenses incurred through the balance sheet date that are directly related to the IPO and that will be charged to shareholders equity upon the completion of the IPO. Should the IPO prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.
Warrants
Upon the closing of IPO in April 2024 and the exercise of over-allotment in April 2024, the Company issued to the lead underwriter warrants for 67,674 Class A ordinary shares and are exercisable on a cashless basis. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB Accounting Standards Codification ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. The Company accounts for its warrants as equity that meet all of the criteria (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement), the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance and subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity.
Income taxes
The Company accounts for income taxes in accordance with U.S. GAAP. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is calculated using the balance sheet assets and liabilities method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable income will be utilized with prior net operating loss carried forwards using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be utilized. Current income taxes are provided for in accordance with the laws of the relevant tax authorities.
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination,
F-21
income tax are classified as income tax expenses in the period incurred. As of December 31, 2024 and 2023, the Company had unrecognized uncertain tax benefits of $
Noncontrolling interests
Noncontrolling interests are recognized to reflect the portion of their equity that is not attributable, directly or indirectly, to the Company as the controlling shareholder. The noncontrolling interests are presented in the consolidated balance sheets, separately from equity attributable to the shareholders of the Company. Noncontrolling interests in the results of the Company are presented on the face of the consolidated statement of operations as an allocation of the total income or loss for the year between non-controlling interest holders and the shareholders of the Company.
Comprehensive (loss) income
Comprehensive (loss) income consists of two components, net (loss) income and other comprehensive (loss) income. Other comprehensive (loss) income refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of shareholders’ equity but are excluded from net income. Other comprehensive (loss) income consists of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currencies.
Statutory reserves
Leases
The Company accounts for leases in accordance with ASC 842. The Company entered into certain agreement as a lessor under which it leased its office building for a long-term period (more than 12 months) to the thirty parties. The Company also entered into one agreement as lessee to lease equipment to for one of its subsidiaries ‘operation. If any of the following criteria are met, the Company classifies the lease as a finance lease (as a lessee) or as a direct financing or sales-type lease (both as a lessor):
| · | The lease transfers ownership of the underlying asset to the lessee by the end of the lease term; |
|
|
|
| · | The lease grants the lessee an option to purchase the underlying asset that the Company is reasonably certain to exercise; |
|
|
|
| · | The lease term is for 75% or more of the remaining economic life of the underlying asset, unless the commencement date falls within the last 25% of the economic life of the underlying asset; |
|
|
|
| · | The present value of the sum of the lease payments equals or exceeds 90% of the fair value of the underlying asset; or |
|
|
|
F-22
| · | The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. |
Leases that do not meet any of the above criteria are accounted for as operating leases.
The Company combines lease and non-lease components in its contracts under Topic 842, when permissible.
Lessor
The Company entered into lease agreements as a lessor under which it leased its office building for a long-term period (more than 12 months) to third parties and one lease agreement to a related party. The Company accounts for these leases in accordance with ASC 842. Pursuant to ASC 842-30, a lessor would classify a lease as an operating lease when not of the sales-type lease or direct financing lease classification criteria are met. The Company’s underlying building property was classified as operating lease. The Company will maintain the underlying building asset and recognizes lease income on the straight-line basis over the lease term in other income.
Lessee
The Company entered into lease agreements as lessee to lease equipment from the third party and buildings from the related parties and third parties for its subsidiaries’ operations.
The Company accounts for those equipment leases in accordance with ASC 842. The primary accounting provisions the Company uses to classify transactions as financing leases or operating leases are (i) the lease transfers ownership of the underlying asset to the lessee by the end of the lease term and (ii) the lease grants the lessee an option to purchase the underlying asset that the Company is reasonably certain to exercise. The equipment leases included those two terms, and the Company believes that the equipment leases should be classified as finance leases.
The Company accounts for those building leases in accordance with ASC 842. The Company believes that the building leases agreements do not contain nor meet any of the five primary accounting provisions the Company uses to classify transactions as finance leases. The building leases are classified as operating leases.
Finance and operating lease right-of-use (“ROU”) assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.
Lease terms used to calculate the present value of lease payments generally include periods covered by options to extend, or renew the lease, as the Company has reasonable certainty at lease inception that these options will be exercised, and periods covered by options to terminate the lease, as the Company has reasonable certainty at lease inception that these options will not be exercised. The Company generally considers the economic life of its finance or operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The finance or operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term for operating lease. Meanwhile, the Company recognizes the finance leases ROU assets and interest on an amortized cost basis. The amortization of finance ROU assets is recognized on an accretion basis as amortization expense, while the lease liability is increased to reflect interest on the liability and decreased to reflect the lease payments made during the period. Interest expense on the lease liability is determined each period during the lease term as the amount that results in a constant periodic interest rate of the office equipment on the remaining balance of the liability.
The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows
F-23
of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and includes the associated operating lease payments in the undiscounted future pre-tax cash flows. For the years ended December 31, 2024 and 2023, the Company did not recognize impairment loss on its finance and operating lease ROU assets.
Related party transactions
A related party is generally defined as (i) any person and or their immediate family hold 10% or more of the company’s securities (ii) the Company’s management and or their immediate family, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related parties may be individuals or corporate entities. Transactions involving related parties cannot be presumed to be carried out on an arm’s –length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.
(Loss) earnings per share
(Loss) earnings per share (“EPS”) is computed by dividing net (loss) income attribute to the ordinary shareholders by the weighted average number of ordinary shares outstanding. 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 December 31, 2024 and 2023, there were no dilutive shares.
Recent 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 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 December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024 for public business entities, and December 15, 2025 for entities other than public business entities. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company has evaluated that the potential impact of adopting this new guidance on its consolidated financial statements and considered the adoption will result in the required additional disclosures being included in the Group's consolidated financial statements.
In November 2024, the FASB issued Accounting Standards Update 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). The objective of ASU 2024-03 is to improve disclosures about a public entity’s expenses, primarily through additional disaggregation of income statement expenses. In January 2025, the FASB further clarified the effective date of ASU 2024-03 with the issuance of Accounting Standards Update 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2025-01”). ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted and may be applied either on a prospective or retrospective basis. The Company is currently evaluating the impact ASU 2024-03 will have on its financial statement disclosures.
F-24
Except as mentioned above, 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 balance sheets, statements of operations and comprehensive (loss) income and statements of cash flows.
Note 3 – Accounts and notes receivable, net
|
| As of |
|
| As of |
| ||
|
| December 31, |
|
| December 31, |
| ||
| 2024 |
|
| 2023 |
| |||
|
|
|
|
|
|
| ||
Accounts receivable |
| $ |
|
| $ |
| ||
Notes receivable |
|
|
|
|
|
| ||
Allowance for credit losses |
|
| ( |
|
|
| ( |
|
Total accounts and notes receivable, net |
| $ |
|
| $ |
| ||
Movements of allowance for credit losses of accounts and notes receivables are as follows:
|
| For the Years Ended December 31, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
|
|
|
|
|
|
| ||
Beginning balance |
| $ |
|
| $ |
| ||
Addition |
|
|
|
|
|
| ||
Exchange rate effect |
|
| ( |
|
|
| ( |
|
Ending balance |
| $ |
|
| $ |
| ||
Note 4 – Other receivables and other current assets, net
|
| As of |
|
| As of |
| ||
|
| December 31, |
|
| December 31, |
| ||
| 2024 |
|
| 2023 |
| |||
Due from third parties |
| $ |
|
| $ |
| ||
Deductible value-added tax |
|
|
|
|
|
| ||
Refundable deposits |
|
|
|
|
|
| ||
Allowance for credit losses |
|
| ( |
|
|
| ( |
|
Total other receivables and other current assets, net |
| $ |
|
| $ |
| ||
Movements of allowance for credit losses of other receivables and other current assets are as follows:
|
| For the Years Ended December 31, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
|
|
|
|
|
|
| ||
Beginning balance |
| $ |
|
| $ |
| ||
Addition |
|
|
|
|
|
| ||
Exchange rate effect |
|
| ( |
|
|
| ( | ) |
Ending balance |
| $ |
|
| $ |
| ||
F-25
Note 5 – Inventories, net
As of December 31, 2024 |
|
| As of December 31, 2023 | |||
|
|
|
|
| ||
Raw materials | $ |
|
| $ | ||
Finished goods |
|
|
|
| ||
Work in process |
|
|
|
| ||
Subtotal | $ |
|
| $ | ||
Less: impairment loss |
| ( |
|
|
| ( |
Total inventories, net | $ |
|
| $ | ||
The Company recorded $
Note 6 – Prepayment for land use right
During the year ended December 31, 2024, the Company made a payment of $
Note 7 – Long-term investment
The Company’s subsidiary, Qingdao Intelligent, signed a long-term investment agreement with Qingdao Hangtianhuineng Dynamical System Co., Ltd. (“Hangtianhuineng”) on March 29, 2021, under which it will invest RMB
Note 8 – Property and equipment, net
Property and equipment, net consist of the following:
|
| As of |
|
| As of |
| ||
|
| December 31, |
|
| December 31, |
| ||
| 2024 |
|
| 2023 |
| |||
|
|
|
|
|
|
| ||
Buildings |
| $ |
|
| $ |
| ||
Office equipment |
|
|
|
|
|
| ||
Operation equipment |
|
|
|
|
|
| ||
Subtotal |
|
|
|
|
|
| ||
Less: accumulated depreciation |
|
| ( |
|
|
| ( |
|
Total |
| $ |
|
| $ |
| ||
Depreciation expense for the years ended December 31, 2024 and 2023 amounted to $
F-26
As of December 31, 2024 and 2023, the information of the Company’s buildings, which were pledged as collateral under a maximum mortgage agreement, is as below:
| Asset Category | Gross Amount | Accumulated Depreciation | Net Book Value | Useful Life | Method |
2024-12-31 | Buildings | ( | 20 years | Straight line | ||
2023-12-31 | Buildings | ( | 20 years | Straight line |
Note 9 – Intangible assets, net
Intangible assets consisted of the following:
|
| As of December 31, 2024 |
|
| As of December 31, 2023 |
| ||
|
|
|
|
|
|
| ||
Land use rights* |
| $ |
|
| $ |
| ||
Software |
|
|
|
|
|
| ||
Technology knowhow |
|
|
|
|
|
| ||
Less: Accumulated amortization |
|
| ( |
|
|
| ( |
|
Total intangible assets, net |
| $ |
|
| $ |
| ||
The land use rights granted to the Company are amortized using the straight-line method over a term of fifty years.
The Company’s subsidiary, Tongri Electric, has obtained the right to use two parcels of land for its factories from the Qingdao local government for 50 years. The land use rights are to expire in the years 2055 and 2062. The acquisition costs of the land use rights were amortized with the building over 50 years. The use of land will be based on the specific requirement by the local government who has the right to direct how and for what purpose the land is used.
Amortization expense for the years ended December 31, 2024 and 2023 amounted to $
The following table sets forth the Company’s amortization expense for the next five years ending as of December 31, 2024:
| Amortization |
| ||
|
| expenses |
| |
Twelve months ending December 31, 2025 |
| $ |
| |
Twelve months ending December 31, 2026 |
|
|
| |
Twelve months ending December 31, 2027 |
|
|
| |
Twelve months ending December 31, 2028 |
|
|
| |
Twelve months ending December 31, 2029 |
|
|
| |
Thereafter |
|
|
| |
Total |
| $ |
| |
F-27
As of December 31, 2024 and 2023, the Company’s land information which were pledged as collateral under a maximum mortgage agreement as below:
| Asset Category | Gross Amount | Accumulated Depreciation | Net Book Value | Useful Life | Method |
2024-12-31 | Land | ( | 50 years | Straight line | ||
2023-12-31 | Land | ( | 50 years | Straight line |
Note 10 – Credit facilitates
Banking facilities
Outstanding balance of banking facilities consisted of the following:
Lender |
| Term |
| Interest rate |
| Collateral/Guarantee |
| As of December 31, 2024 |
|
| As of December 31, 2023 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
| ||
United Overseas Bank Limited (“UOB”) |
|
|
|
| $ |
|
| $ |
| |||||
DBS Bank, Ltd. (“DBS”) |
|
|
|
|
|
|
|
|
| |||||
F-28
Standard Chartered Bank |
|
|
|
|
|
|
|
|
| |||||
Total |
|
|
|
|
|
|
|
|
|
|
|
| ||
Total current portion of banking facilities |
|
|
|
|
|
|
|
| ( |
|
|
| ( |
|
Total noncurrent portion of banking facilities |
|
|
|
|
|
|
| $ |
|
| $ |
|
Interest expense pertaining to the above loans for the years ended December 31, 2024 and 2023 amounted to $
F-29
Note 11 – Accrued expenses and other payables
|
| As of December 31, 2024 |
|
| As of December 31, 2023 |
| ||
|
|
|
|
|
|
| ||
Accrued expenses (i) |
| $ |
|
| $ |
| ||
Accrued payroll |
|
|
|
|
|
| ||
Estimated warranty liabilities (ii) |
|
|
|
|
|
| ||
Intercourse funds payable (iii) |
|
|
|
|
|
| ||
Total accrued expenses and other payables |
| $ |
|
| $ |
| ||
(i) | Accrued expenses |
The balance of accrued expenses represented amount due to third parties service providers which include marketing consulting service, IT related professional service, legal, audit and accounting fees, and other miscellaneous office related expenses.
(ii) | Estimated warranty liabilities |
The assurance-type warranties are accounted for as warranty obligations and are accrued in accordance with ASC 460-10, which details the accounting for guarantees. The warranty liability estimate is based on the average historical defect and replacement rate of each major product category and multiplied by the total sale amount of the category for each year.
(iii) | Intercourse funds payable |
The intercourse funds payable are those nontrade payables arising from transactions between the Company and certain third parties, such as related deposits and outstanding payment for a vehicle. Intercourse funds payable are due on demand.
F-30
Note 12 – Related party balances and transactions
The table below sets forth the major related parties which have balances or transactions during the years presented and their relationships with the Company:
Name of related parties | Relationship with the Company |
FDT (Qingdao) Intellectual Technology Co., Ltd | |
Tungray (Kunshan) Industrial Automation Co., Ltd | |
Tungray (Kunshan) Robot Intelligent Technology Co., Ltd | |
Qingdao Tungray Technology Development Co., Ltd. | |
Shanghai Tongrui Investment Management Co., Ltd. | |
Hefei CAS Dihuge Automation Co. Ltd | |
Kunshan Tungray Intelligent Technology Co., Ltd. | |
Qingdao Tungray Biology Technology Co., Ltd. | |
Shanghai Tongrui Industrial Automation Equipment Co., Ltd | |
Wanjun Yao | |
Jingan Tang | |
Liling Du | |
Gang Wang | |
Demin Han | |
Lei Yao | |
Mingxing Gao |
Related party balances
Account Receivable – related parties
Name of Related Party |
| As of December 31, 2024 |
| As of December 31, 2023 |
| ||
|
|
|
|
|
| ||
FDT (Qingdao) Intellectual Technology Co., Ltd |
| $ |
| $ |
| ||
Tungray (Kunshan) Industrial Automation Co., Ltd |
|
|
|
|
| ||
Tungray (Kunshan) Robot Intelligent Technology Co., Ltd |
|
|
|
|
| ||
Kunshan Tungray Intelligent Technology Co., Ltd. |
|
|
|
|
| ||
Total |
| $ |
| $ |
| ||
F-31
Account payable, related parties
Name of Related Party |
| As of December 31, 2024 |
| As of December 31, 2023 |
| ||
|
|
|
|
|
| ||
FDT (Qingdao) Intellectual Technology Co., Ltd. |
| $ |
| $ |
| ||
Qingdao Tungray Technology Development Co., Ltd. |
|
|
|
|
| ||
Shanghai Tongrui Industrial Automation Equipment Co., Ltd |
|
|
|
|
| ||
Shanghai Tongrui Investment Management Co., Ltd. |
|
|
|
|
| ||
Kunshan Tungray Intelligent Technology Co., Ltd. |
|
|
|
|
| ||
Hefei CAS Dihuge Automation Co., Ltd. |
|
|
|
|
| ||
Total |
| $ |
| $ |
| ||
Other receivables – related parties
Other receivables – related parties are those nontrade receivables arising from transactions between the Company and certain related parties, such as advances made by the Company on behalf of related parties, and advance to related parties. These balances are unsecured and non-interest bearing. Current receivables are due on demand.
Name of Related Party |
|
| As of December 31, 2024 |
| As of December 31, 2023 | ||
Qingdao Tungray Biology Technology Co., Ltd. |
|
| $ |
| $ | ||
FDT (Qingdao) Intellectual Technology Co., Ltd |
|
|
|
|
| ||
Du Liling |
|
|
|
|
| ||
Total |
|
| $ |
| $ | ||
F-32
Other payable– related parties
Other payables – related parties are those nontrade payables arising from transactions between the Company and certain related parties, such as advances made by the related party on behalf of the Company, dividend payables and related accrued interest payable on the advances. These balances are unsecured and non-interest bearing. Current payables are due on demand.
Name of Related Party |
| As of December 31, 2024 |
| As of December 31, 2023 | ||
FDT (Qingdao) Intellectual Technology Co., Ltd |
| $ |
| $ | ||
Tungray (Kunshan) Industrial Automation Co., Ltd. |
|
|
|
| ||
Qingdao Tungray Technology Development Co., Ltd. |
|
|
|
| ||
Jingan Tang |
|
|
|
| ||
Liling Du |
|
|
|
| ||
Gang Wang |
|
|
|
| ||
Demin Han |
|
|
|
| ||
Lei Yao |
|
|
|
| ||
Mingxing Gao |
|
|
|
| ||
Total |
| $ |
| $ | ||
Prepayment-related parties
Name of Related Party |
| As of December 31, 2024 |
| As of December 31, 2023 | ||
|
|
|
|
| ||
Shanghai Tongrui Investment Management Co., Ltd. |
| $ |
| $ | ||
FDT (Qingdao) Intellectual Technology Co., Ltd |
|
|
|
| ||
Tungray (Kunshan) Robot Intelligent Technology Co., Ltd |
|
|
|
| ||
Qingdao Tungray Technology Development Co., Ltd. |
|
|
|
| ||
Tungray (Kunshan) Industrial Automation Co., Ltd. |
|
|
|
| ||
Provision of doubtful accounts |
|
| ( |
|
| |
Total |
| $ |
| $ | ||
F-33
Movements of provision of doubtful accounts of prepayments-related parties are as follows:
|
| For the Years Ended December 31, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
|
|
|
|
|
|
| ||
Beginning balance |
| $ | |
|
|
| |
|
Addition |
|
| |
|
|
| - |
|
Exchange rate effect |
|
| ( |
|
|
| - |
|
Ending balance |
| $ | |
|
|
| |
|
Operating lease liabilities- related parties
The Company entered into three lease agreements as a lessee under which it leased three operation buildings for 5-7 years from two related parties. The Company accounts for the leases in accordance with ASC 842. The Company’s underlying building properties were classified as operating leases, and the related lease liabilities were recorded under operating lease liabilities – related parties (see Note 17).
Name of Related Party |
| As of December 31, 2024 |
| As of December 31, 2023 | ||
|
|
|
|
| ||
Tungray (Qingdao) Technology Development Co., Ltd |
| $ |
| $ | ||
Jingan Tang |
|
|
|
| ||
Total |
|
|
|
| ||
Current portion of operating lease liabilities - related parties |
|
| ( |
|
| ( |
Noncurrent portion of operating lease liabilities - related parties |
| $ |
| $ | ||
Related party transactions
Revenue from related parties
|
|
| For the Years Ended December 31, |
| |||||||
Name of Related Party | Nature |
| 2024 |
|
| 2023 |
|
| |||
|
|
|
|
|
|
|
|
| |||
Tungray (Kunshan) Industrial Automation Co., Ltd. | Sales of products |
| $ |
|
| $ |
|
| |||
Tungray (Kunshan) Robot Intelligent Technology Co., Ltd. | Sales of products |
|
|
|
|
|
|
| |||
FDT (Qingdao) Intellectual Technology Co., Ltd. | Sales of products |
|
|
|
|
|
|
| |||
Kunshan Tungray Intelligent Technology Co., Ltd. | Sales of products |
|
|
|
|
|
|
| |||
Total |
|
| $ |
|
| $ |
|
| |||
F-34
Purchase from related parties
|
|
|
|
| For the Years Ended December 31, | |||||
Name of Related Party |
| Nature |
|
| 2024 |
|
| 2023 | ||
FDT (Qingdao) Intellectual Technology Co., Ltd. |
| Products and services purchase |
|
| $ |
|
| $ | ||
Tungray (Kunshan) Industrial Automation Co., Ltd. |
| Products and services purchase |
|
|
|
|
|
| ||
Total |
|
|
|
| $ |
|
| $ | ||
Non-operating income- related parties
|
|
|
|
|
| For the Years Ended December 31, | |||||
Name of Related Party |
| Nature |
|
|
| 2024 |
|
| 2023 | ||
Qingdao Tungray Biology Technology Co., Ltd |
| Lease income |
|
|
| $ |
|
| $ | ||
Rental expenses- related parties
|
|
|
|
|
| For the Years Ended December 31, |
| ||||||
Name of Related Party |
|
| Nature |
|
| 2024 |
|
| 2023 |
|
| ||
Qingdao Tungray Technology Development Co., Ltd |
|
| Lease expense |
|
| $ |
|
| $ |
|
| ||
Jingan Tang |
|
| Lease expense |
|
|
|
|
|
|
|
| ||
Total |
|
|
|
|
| $ |
|
| $ |
|
| ||
Advances to related parties
|
|
|
|
|
| For the Years Ended December 31, |
| ||||||
Name of Related Party |
|
| Nature |
|
| 2024 |
|
| 2023 |
|
| ||
Qingdao Tungray Biology Technology Co., Ltd. |
|
| Cash advance |
|
| $ |
|
| $ |
|
| ||
Shanghai Tongrui Investment Management Co., Ltd. |
|
| Cash advance |
|
|
|
|
|
|
|
| ||
FDT (Qingdao) Intellectual Technology Co., Ltd. |
|
| Cash advance |
|
|
|
|
|
|
|
| ||
Liling Du |
|
| Cash advance |
|
|
|
|
|
|
|
| ||
Total |
|
|
|
|
| $ |
|
| $ |
|
| ||
F-35
Borrowings from related parties
|
|
|
|
|
| For the Years Ended December 31, |
| ||||||
Name of Related Party |
|
| Nature |
|
| 2024 |
|
| 2023 |
|
| ||
FDT (Qingdao) Intellectual Technology Co., Ltd. |
|
| Borrowings |
|
| $ |
|
| $ |
|
| ||
Kunshan Tungray Intelligent Technology Co., Ltd. |
|
| Borrowings |
|
|
|
|
|
|
|
| ||
Demin Han |
|
| Borrowings |
|
|
|
|
|
|
|
| ||
Lei Yao |
|
| Borrowings |
|
|
|
|
|
|
|
| ||
Jingan Tang |
|
| Borrowings |
|
|
|
|
|
|
|
| ||
Total |
|
|
|
|
| $ |
|
| $ |
|
| ||
Note 13 –Equity
Ordinary shares
Tungray was incorporated under the laws of Cayman Islands on June 1, 2022. As of June 1, 2022, the authorized shares capital of Tungray was USD
On April 18, 2024, the Company completed its IPO of
In connection with the IPO, the Company granted US Tiger, the sole book-running manager, a 45-day option to purchase up to an additional 187,500 Class A ordinary shares at the public offering price, less underwriting discounts and commissions, to cover over-allotments, if any. On April 30, 2024, US Tiger partially exercised this option, purchasing an additional
As of December 31, 2024,
Warrants
On April 23, 2024 and April 30, 2024, the Company issued
F-36
In accordance with ASC 815, the Company determined that the warrants meet the conditions necessary to be classified as equity because the consideration is indexed to the Company’s own equity, there are no exercise contingencies based on an observable market not based on its stock or operations, settlement is consistent with a fixed-for-fixed equity instrument, the agreement contains an explicit number of shares and there are no cash payment provisions.
The fair value of the warrants was estimated at $
The following table provides quantitative information regarding Level 3 fair value measurements inputs for the Company’s warrants at their measurement dates:
|
|
| April 23, 2024 |
|
Exercise price |
| $ |
| |
Stock price |
| $ |
| |
Expected life of the warrants (years) |
|
|
| |
Risk free rate |
|
|
| |
Dividend yield |
|
|
| |
Volatility |
|
|
|
The following table summarizes the Company’s activities and status of the warrants:
| Number of warrants |
| Weighted average exercise price |
| Weighted average remaining term (years) |
|
Outstanding as of December 31, 2023 |
|
| - |
| ||
Issued | $ |
|
| |||
Exercised | - |
| - |
| - |
|
Forfeited or expired | - |
| - |
| - |
|
Outstanding as of December 31, 2024 | $ |
|
|
Statutory reserves
The PRC entities are required to set aside at least
F-37
company out of China is subject to examination by the banks designated by State Administration of Foreign Exchange. During the years ended December 31, 2024 and 2023, the PRC entities collectively attributed $
Restricted assets
The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiary. Relevant PRC statutory laws and regulations permit payments of dividends by the PRC Entities only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the accompanying consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the PRC entities.
As a result of the foregoing restrictions, the PRC entities are restricted in their ability to transfer their assets to the Company. Foreign exchange and other regulations in the PRC may further restrict the PRC entities from transferring funds to the Company in the form of dividends, loans and advances. As of December 31, 2024 and 2023, amounts restricted are paid-in-capital and statutory reserve of the PRC entities, which amounted to $
Note 14 – (Loss) earnings per share
The following table sets forth the computation of basic and diluted (loss) earnings per share for the fiscal years ended December 31, 2024 and 2023:
|
| For the Years Ended December 31, |
| |||||
|
| 2024 |
|
| 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to Tungray Technologies Inc’s shareholders | $ | ( |
| $ |
|
|
| |
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
Basic and diluted |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
(Loss) earnings per share |
|
|
|
|
|
|
|
|
Basic and diluted |
| ( |
|
|
|
|
| |
For the year ended December 31, 2024, the
Note 15 – Income taxes
Cayman Islands
Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. In addition, no Cayman Islands withholding tax will be imposed upon the payment of dividends by the Company to its shareholders.
British Virgin Islands
Tungray Motion BVI, Tungray Electronics BVI and Tungray Intelligent BVI are incorporated in the British Virgin Islands and are not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed.
F-38
Singapore
The Company’s subsidiaries incorporated in Singapore and are subject to Singapore Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Singapore tax laws. The applicable tax rate is 17% in Singapore, with 75% of the first approximately $7,500 (SGD 10,000) taxable income and 50% of the next approximately $142,000 (SGD 190,000) taxable income are exempted from income tax.
PRC
The Company’s subsidiaries incorporated in the PRC are governed by the income tax laws of the PRC and the income tax provisions in respect to operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified
The components of the Company’s income tax provision were as follows for the years indicated:
|
| For the Years Ended December 31, |
|
| |||||||
|
| 2024 |
|
| 2023 |
|
|
| |||
|
|
|
|
|
|
|
|
| |||
Current |
| $ |
|
| $ |
|
|
| |||
Deferred |
|
|
|
|
|
|
|
| |||
Total income tax provision |
| $ |
|
| $ |
|
|
| |||
(Loss) income before provision for income taxes is attributable to the following geographic locations for the years indicated:
|
| For the Years Ended December 31, | ||||||||
|
| 2024 |
|
| 2023 |
|
|
| ||
|
|
|
|
|
|
|
|
| ||
Singapore |
| $ |
|
| $ |
|
|
| ||
PRC |
|
| ( |
|
|
| ( |
|
|
|
Cayman |
|
| ( |
|
|
|
|
|
| |
Total (loss) income before income taxes |
| $ | ( |
|
| $ |
|
|
| |
F-39
The following table reconciles Singapore statutory rates to the Company’s effective tax rate:
| For the Years Ended December 31, | ||||
2024 |
| 2023 | |||
|
|
|
| ||
Computed tax expense with statutory tax rate |
|
|
| ||
Tax rebate in Singapore |
|
|
| - | |
Additional R&D deduction |
|
|
| - | |
Permanent difference |
| - |
|
| |
Change in valuation allowance |
| - |
|
| |
Impact of different tax rates in other jurisdictions |
|
|
| - | |
Effect of preferential tax rates |
| - |
|
| |
Effect of true-up on NOL |
|
|
| ||
Interest on uncertain tax position |
| - |
|
| |
Effective tax rate |
| - |
|
| |
| (1) | Permanent differences mainly consisted of expenses which are non-deductible and income exemption under local tax laws. |
The following table sets forth the significant components of the deferred tax assets and liabilities of the Company as of:
|
| As of |
|
| As of | ||
|
| December 31, |
|
| December 31, | ||
| 2024 |
|
| 2023 | |||
|
|
|
|
|
| ||
Deferred tax assets |
|
|
|
|
|
|
|
Net operating loss carry forwards |
| $ |
|
| $ | ||
Bad debt allowance |
|
|
|
|
| ||
Inventory provision |
|
|
|
|
| ||
Unpaid accrued bonus |
|
|
|
|
| ||
Lease liabilities |
|
|
|
|
| ||
Total deferred tax assets |
|
|
|
|
| ||
Less: Valuation allowance |
|
| ( |
|
|
| ( |
Net deferred tax assets |
|
|
|
|
| ||
F-40
|
| As of |
|
| As of | ||
|
| December 31, |
|
| December 31, | ||
| 2024 |
|
| 2023 | |||
|
|
|
|
|
|
|
|
Deferred tax liabilities |
|
|
|
|
|
|
|
Property and equipment |
|
| ( |
|
|
| ( |
Right-of-use assets |
|
| ( |
|
|
| ( |
Total deferred tax liabilities |
|
| ( |
|
|
| ( |
Total deferred tax assets, net |
|
|
|
|
| ||
The roll-forward of valuation allowance of deferred tax assets were as follows:
|
| For the Years Ended December 31, | |||||
|
| 2024 |
|
| 2023 | ||
|
|
|
|
|
| ||
Balance at beginning of the year |
| $ | |
|
| $ | |
Additions |
|
| |
|
|
| |
Utilization |
|
| ( |
|
|
| |
Reversal |
|
| |
|
|
| ( |
Exchange rate effect |
|
| ( |
|
|
| ( |
Balance at end of the year |
| $ | |
|
| $ | |
According to PRC tax regulations, the PRC enterprise net operating loss can generally carry forward for no longer than five years, and HNTE’s net operating losses can be carried forward for no more than 10 years, starting from the year subsequent to the year in which the loss was incurred. Carryback of losses is not permitted. The Company will re-apply for the HNTE certificate when the prior certificate expires in the foreseeable future.
Total net operating losses (NOLs) carryforwards of the Company’s subsidiaries in mainland China are $
Uncertain tax positions
The Company evaluates 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 December 31, 2024 and 2023, the Company had unrecognized uncertain tax benefits of $
The Company recognizes accrued interest related to unrecognized tax benefits in income tax expenses. For the years ended December 31, 2024 and 2023, the Company had accrued interest of $
As of December 31, 2024, the tax years ended December 31, 2019 through 2023 for the Company’s subsidiaries in the PRC are generally subject to examination by the PRC tax authorities. The tax years ended December 31, 2019 through 2023 for the Company’s subsidiaries in the Singapore is generally subject to examination by the Singapore tax authorities.
Taxes payable consist of the following:
F-41
| As of December 31, 2024 |
|
| As of December 31, 2023 |
| |||
|
|
|
|
|
|
| ||
Income tax payable |
| $ |
|
| $ |
| ||
VAT payable |
|
|
|
|
|
| ||
Other tax payable |
|
|
|
|
|
| ||
Totals |
| $ |
|
| $ |
| ||
Note 16 – Concentrations of risks
(a) Major customers
For the year ended December 31, 2024,
As of December 31, 2024,
(b) Major vendors
For the years ended December 31, 2024 and 2023,
As of December 31, 2024,
(c) Credit risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. In China, the insurance coverage for cash deposits of each bank is RMB 500,000. As of December 31, 2024, cash balance of RMB 8,114,184 ($1,111,639) was deposited with financial institutions located in China. The Singapore Deposit Insurance Corporation Limited (SDIC) insures deposits in a Deposit Insurance (DI) Scheme member bank or finance company up to approximately $57,000 (SGD 75,000) per account. As of December 31, 2024, the Company had cash balance of SGD 7,920,617 ($5,797,553) was maintained at DI Scheme banks in Singapore. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.
The Company is also exposed to risk from its accounts and notes receivable and other receivables. These assets are subjected to credit evaluations. An allowance has been made for estimated unrecoverable amounts which have been determined by reference to past default experience and the current economic environment.
(d) Foreign currency exchange rate risk
Tongri Electric, Qingdao Tungray Intelligent and Tungray Industrial have operations, and their functional currency is RMB. Tungray Singapore and Tung Resource have operations and their functional currency is SGD. As a result, the Company is exposed to foreign exchange risk as the Company’s results of operations may be affected by fluctuations in the exchange rate between USD and RMB/SGD. If the RMB/SGD depreciates against the USD, the value of the
F-42
Company’s RMB/SGD revenues, earnings, and assets as expressed in the Company’s USD financial statements will decline. The Company has not entered any hedging transactions in an effort to reduce the Company’s exposure to foreign exchange risk.
Note 17 – Leases
Lessor
The Company’s subsidiary in Qingdao entered into a lease agreement as a lessor under which it leased its building for
Lessee
Equipment leases- third parties
One of the Company’s subsidiaries in PRC had one operation equipment leases which were classified as finance lease in accordance with ASC 842. This finance lease would expire in February 2025. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The Company recognized the finance leases ROU assets and interest on an amortized cost basis. The amortization of finance ROU assets is recognized on an accretion basis as amortization expense, while the lease liability is increased to reflect interest on the liability and decreased to reflect the lease payments made during the period. Interest expense on the lease liability is determined each period during the lease term as the amount that results in a constant periodic interest rate of the equipment on the remaining balance of the liability.
The ROU assets and lease liabilities are determined based on the present value of the future minimum rental payments of the lease as of the adoption date, using an effective interest rate of
Finance lease expenses are as follows:
|
| For the Years Ended December 31, | |||||||
| 2024 |
|
| 2023 |
|
| |||
|
|
|
|
|
|
|
| ||
Amortization of leased asset |
| $ |
|
| $ |
|
| ||
Interest on lease liabilities |
|
|
|
|
|
|
| ||
Total income before income taxes |
| $ |
|
| $ |
|
| ||
F-43
Supplemental cash flow information related to finance leases are as follows:
|
|
|
| For the Years Ended December 31, | |||
|
|
|
| 2024 |
|
| 2023 |
|
|
|
|
|
|
|
|
Cash paid for amounts included in the measurement of lease liabilities |
|
| $ |
| $ | ||
Right-of-use assets obtained in exchange for finance lease liabilities |
|
|
|
|
| ||
Weighted-average remaining term and discount rate related to finance leases were as follows:
|
| As of December 31, 2024 |
|
| As of December 31, 2023 |
| ||
|
|
|
|
|
|
| ||
Weighted-average remaining term in number of months |
|
|
|
|
|
|
|
|
Finance leases |
|
|
|
|
|
|
| |
Weighted-average discount rate |
|
|
|
|
|
|
|
|
Finance leases |
|
| % |
|
|
|
| |
Building leases – related parties and third parties
The Company entered related-party or third-party operating leases for building leases.
The Company accounts for those building leases in accordance with ASC 842. The Company believes that the building leases agreements do not contain nor meet any of the five primary accounting provisions the Company uses to classify transactions as finance leases. The building leases are classified as operating leases.
Those building leases were classified as operating at inception of the leases. Operating leases result in recognition of ROU assets and lease liabilities on the balance sheet. ROU assets and operating lease liabilities are recognized based on the present value of lease payments over the lease terms of the adoption date of January 1, 2020 or commencement date, whichever is earlier. The leases did not provide an explicit or implicit rate of return, the Company determined incremental borrowing rate based on the local banks in PRC at the commencement date in determining the present value of lease payments on the individual lease basis. The incremental borrowing rate for a lease was the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments for the asset under similar term. The lease does not contain any residual value guarantees or material restrictive covenants. Lease expense for the lease is recognized on the straight-line basis over the lease term which this Company estimated to be
For the purchased operation building, the Company does not have the property right, and it can only use the property for
F-44
an explicit or implicit rate of return, the Company determined incremental borrowing rate based on the local banks in PRC at the commencement date in determining the present value of lease payments on the individual lease basis. The incremental borrowing rate for a lease was the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments for the asset under similar terms. The lease does not contain any residual value guarantees or material restrictive covenants. Lease expense for the lease is recognized on the straight-line basis over the lease term which this Company estimated to be
Operating lease expenses consist of the following:
|
|
|
| For the Years Ended December 31, | |||||
| Classification |
| 2024 |
|
| 2023 | |||
|
|
|
|
|
|
|
|
|
|
Operating lease cost |
|
|
|
|
|
|
|
|
|
Amortization of leased asset |
|
|
| $ |
|
| $ | ||
Interest on lease liabilities |
| Other expense - Rental expenses |
|
|
|
|
| ||
Total lease expenses |
|
|
| $ |
|
| $ | ||
There are no short-term lease expenses for the years ended December 31, 2024 and 2023.
Supplemental cash flow information related to operating leases are as follows:
|
|
|
| For the Years Ended December 31,
| ||||
|
|
|
| 2024 |
|
| 2023 |
|
|
|
|
|
|
|
|
|
|
Cash paid for amounts included in the measurement of lease liabilities |
|
| $ |
| $ |
| ||
Right-of-use assets obtained in exchange for operating lease liabilities |
|
|
|
|
|
| ||
Weighted-average remaining term and discount rate related to operating leases were as follows:
|
| As of |
|
| As of | ||
| December 31, 2024 |
|
| December 31, 2023 | |||
|
|
|
|
|
| ||
Weighted-average remaining term in number of months |
|
|
|
|
|
|
|
Operating leases |
|
|
|
|
| ||
Weighted-average discount rate |
|
|
|
|
|
|
|
Operating leases |
|
|
|
|
| ||
F-45
The following table sets forth the Company’s minimum lease payments in future periods as of December 31, 2024 for both operating lease and financing lease:
|
| Lease payments | |
Twelve months ending December 31, 2025 |
| $ | |
Twelve months ending December 31, 2026 |
|
| |
Twelve months ending December 31, 2027 |
|
| |
Twelve months ending December 31, 2028 |
|
| |
Twelve months ending December 31, 2029 |
|
| |
Total lease payments |
|
| |
Less: discount |
|
| ( |
Present value of lease liabilities |
|
| |
Current lease liabilities |
|
| ( |
Noncurrent lease liabilities |
| $ | |
Note 18 – Commitments and contingencies
Contingencies
Legal
From time to time, the Company is party to certain legal proceedings, as well as certain asserted and un-asserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the consolidated financial statements. Subsequent to the reporting period, a litigation has arisen, the details of which are disclosed in Note 19.
Note 19 – Subsequent events
The Company has evaluated the impact of events that have occurred subsequent to December 31, 2024, through the issuance date of the consolidated financial statement and concluded that no material subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes to the consolidated financial statements, except as disclosed below.
Putative Class Action
On August 7, 2025, Mohammed Alshubrumi (the “Plaintiff”), on behalf of himself and those similarly situated, brought a putative class action (the “Action”) before the New York Supreme Court, against the Company, Wanjun Yao, its Chairman, CEO and Director, Alex Gong, its former Chief Financial Officer, and the representative of the underwriters of the Company’s IPO, alleging that the financial statements disclosed in the Company’s registration statement and prospectus relating to the IPO were materially false in violations of Sections 11 and 15 of the Securities Act. The Plaintiff sought statutory damages and injunctive relief under the Securities Act. The Company denies any and all wrongdoing alleged in the Action, and intends to vigorously defend itself in the Action.
F-46
As the case is currently at an early stage of legal proceedings, the Company does not expect this matter to have a material impact on its operations or consolidated financial statements.
Note 20 – Condensed financial information of the parent company
The Company performed a test on the restricted net assets of the consolidated subsidiary in accordance with Securities and Exchange Commission Regulation S-X Rule 4-08 (e) (3), “General Notes to Financial Statements” and concluded that it was applicable for the Company to disclose the financial statements for the parent company.
The subsidiary did not pay any dividend to the Company for the years presented. For the purpose of presenting parent-only financial information, the Company records its investment in its subsidiary under the equity method of accounting. Such investment is presented on the separate condensed balance sheets of the Company as “Investment in subsidiary” and the income of the subsidiary is presented as “share of income of subsidiary”. Certain information and footnote disclosures generally included in financial statements prepared in accordance with U.S. GAAP have been condensed and omitted.
The Company did not have significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2024 and 2023.
PARENT COMPANY BALANCE SHEETS
|
| As of |
|
| As of | ||
| December 31, 2024 |
|
| December 31, 2023 | |||
|
|
|
|
|
| ||
ASSETS |
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
Cash |
| $ |
|
| $ | ||
Restricted cash |
|
|
|
|
| ||
Prepayments, net |
|
|
|
|
| ||
Other receivables and other current assets, net |
|
|
|
|
| ||
Loans to subsidiaries |
|
|
|
|
| ||
Total current assets |
|
|
|
|
| ||
|
|
|
|
|
|
|
|
OTHER ASSETS |
|
|
|
|
|
|
|
Investment in subsidiary |
|
|
|
|
| ||
Total non-current assets |
|
|
|
|
| ||
|
|
|
|
|
|
|
|
Total assets |
|
|
|
|
| ||
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
Class A ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 11,793,485 and 10,440,000 shares issued and outstanding as of December 31, 2024 and 2023, respectively |
|
|
|
|
| ||
Class B ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 4,560,000 shares issued and outstanding as of December 31, 2024 and 2023 |
|
|
|
|
| ||
Additional paid-in capital |
|
|
|
|
| ||
Retained earnings |
|
|
|
|
| ||
Accumulated other comprehensive loss |
|
| ( |
|
|
| ( |
Total shareholders’ equity |
|
|
|
|
| ||
|
|
|
|
|
|
|
|
Total liabilities and shareholders’ equity |
| $ |
|
| $ | ||
F-47
PARENT COMPANY STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
|
| For the Years Ended December 31, | ||||||
| 2024 |
|
| 2023 |
| |||
|
|
|
|
|
|
| ||
OTHER (EXPENSE) INCOME |
|
|
|
|
|
|
|
|
General and administrative expenses |
| $ | ( |
|
| $ |
| |
Other income, net |
|
|
|
|
|
| ||
Equity (loss) income of subsidiaries |
|
| ( |
|
|
|
| |
Total other (loss) income, net |
|
| ( |
|
|
|
| |
|
|
|
|
|
|
|
|
|
NET (LOSS) INCOME |
|
| ( |
|
|
|
| |
FOREIGN CURRENCY TRANSLATION ADJUSTMENT |
|
| ( |
|
|
|
| |
COMPREHENSIVE (LOSS) INCOME |
| $ | ( |
|
| $ |
| |
PARENT COMPANY STATEMENTS OF CASH FLOWS
|
| For the Years Ended December 31, | ||||||
| 2024 |
|
| 2023 |
| |||
|
|
|
|
|
|
| ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Net (loss) income |
| $ | ( |
|
| $ |
| |
Adjustments to reconcile net (loss) income to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Equity loss (income) of subsidiaries |
|
|
|
|
| ( |
| |
Changes in prepayments and other receivables |
|
| ( |
|
|
|
| |
Net cash used in operating activities |
|
| ( |
|
|
|
| |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Loans to subsidiaries |
|
| ( |
|
|
|
| |
Net cash used in investing activities |
|
| ( |
|
|
|
| |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Proceeds from issuance of shares upon IPO |
|
|
|
|
|
| ||
Proceeds from issuance of shares pursuant to exercise of over-allotment |
|
|
|
|
|
| ||
Payments of initial public offering costs |
|
| ( |
|
|
|
| |
Repayments to subsidiaries |
|
| ( |
|
|
|
|
|
Net cash provided by financing activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Effect of exchange rate change on cash and restricted cash |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Changes in cash and restricted cash |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Cash and restricted cash, beginning of year |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Cash and restricted cash, end of year |
| $ |
|
| $ |
| ||
Cash |
|
|
|
|
|
| ||
Restricted cash |
|
|
|
|
|
| ||
F-48
THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
OF
TUNGRAY TECHNOLOGIES INC
(adopted by a Special Resolution dated July 19, 2023 and effective immediately prior to the
completion of the initial public offering of the Company’s Class A Ordinary Shares)
1.The name of the Company is Tungray Technologies Inc.
2.The Registered Office of the Company shall be at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands, or at such other location within the Cayman Islands as the Directors may from time to time determine.
3.The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Act (As Revised) or any other law of the Cayman Islands.
4.The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by the Companies Act.
5.The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
6.The liability of each Shareholder is limited to the amount, if any, unpaid on the Shares held by such Shareholder.
7.The authorized share capital of the Company is US$50,000 divided into 500,000,000 shares of a par value of US$0.0001 each, of which (i) 400,000,000 are designated as Class A Ordinary Shares of a par value of US$0.0001 each and (ii) 100,000,000 are designated as Class B Ordinary Shares of a par value of US$0.0001 each. Subject to the Companies Act and the Articles, the Company shall have power to redeem or purchase any of its Shares and to increase or reduce its authorized share capital and to sub-divide or consolidate the said Shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.
8.The Company has the power contained in the Companies Act to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction.
9.Capitalized terms that are not defined in this Memorandum of Association bear the same meanings as those given in the Articles of Association of the Company.
THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
SECOND AMENDED AND RESTATED ARTICLES OF ASSOCIATION
OF
TUNGRAY TECHNOLOGIES INC
(adopted by a Special Resolution dated July 19, 2023 and effective immediately prior to the
completion of the initial public offering of the Company’s Class A Ordinary Shares)
TABLE A
The regulations contained or incorporated in Table ‘A’ in the First Schedule of the Companies Act shall not apply to the Company and the following Articles shall comprise the Articles of Association of the Company.
INTERPRETATION
1.In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject or context:
“Affiliate”means in respect of a Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law, father-in-law, brothers-in-law and sisters-in-law, a trust for the benefit of any of the foregoing, and a corporation, partnership or any other entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any other entity or any natural person which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” shall mean the ownership, directly or indirectly, of shares possessing more than fifty percent (50%) of the voting power of the corporation, partnership or other entity (other than, in the case of a corporation, securities having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity;
“Articles”means these Articles of Association of the Company, as amended or substituted from time to time;
“Board” or “Board ofmeans the board of Directors of the Company;
Directors”
“Chairperson”means the chairperson of the Board;
“Class A Ordinary Share”
“Class B Ordinary Share” | means an Ordinary Share of a par value of US$00.0001 in the capital of the Company, designated as a Class A Ordinary Share and having the rights, benefits and privileges provided for in these Articles;
means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights, benefits and privileges provided for in these Articles; |
“Commission”means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act;
“Communication Facilities” | means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communication, internet or online conferencing application or telecommunications facilities by means of which all Persons participating in a meeting are capable of hearing and be heard by each other. |
“Companies Act”means the Companies Act (As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof;
“Company”means Tungray Technologies Inc, a Cayman Islands exempted company;
“Company’s Website”means the main corporate/investor relations website of the Company, the address or domain name of which has been notified to the Shareholders;
“Designated Stock Exchange”
“Designated Stock Exchange Rules” | means NASDAQ or any other internationally recognized stock exchange on which the Company’s securities are traded;
means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any securities of the Company on the Designated Stock Exchange; |
“Directors”means the directors of the Company for the time being, or as the case may be, the directors assembled as a Board or as a committee thereof;
“electronic”has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;
“electronicmeans electronic posting to the Company’s Website, transmission to any
communication”number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board;
“electronic record”has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;
“Electronicmeans the Electronic Transactions Act (As Revised) of the Cayman
Transactions Act”Islands and any statutory amendment or re-enactment thereof;
“Memorandum ofmeans the Memorandum of Association of the Company, as amended or
Association”substituted from time to time;
“Ordinary Resolution” means a resolution:
(a)passed by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorized representatives, at a general meeting of the Company held in accordance with these Articles; or
(b)approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed;
“Ordinary Share”means a Class A Ordinary Share or a Class B Ordinary Share;
“paid up”means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up;
“Person”means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires;
“Present”means, in respect of any Person, such Person's presence at a general meeting of members, which may be satisfied by means of such Person or, if a corporation or other non-natural Person, its duly authorised representative (or, in the case of any member, a proxy which has been validly appointed by such member in accordance with these Articles), being:
(a)physically present at the meeting; or
(b)in the case of any meeting at which Communication Facilities are permitted in accordance with these Articles, including any Virtual Meeting, connected by means of the use of such Communication Facilities.
“Register”means the Register of Members of the Company maintained in accordance with the Companies Act;
“Registered Office”means the registered office of the Company as required by the Companies Act;
“Seal”means the common seal of the Company (if adopted) including any facsimile thereof;
“Secretary”means any Person appointed by the Directors to perform any of the duties of the secretary of the Company;
“Securities Act”means the Securities Act of 1933 of the United States of America, as amended, 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;
“Share”means a share in the share capital of the Company. All references to “Shares” herein shall be deemed to be Shares of any or all classes as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include a fraction of a Share;
“Shareholder”means a Person who is registered as the holder of one or more Shares in the Register;
“Share Premiummeans the share premium account established in accordance with these
Account”Articles and the Companies Act;
“signed”means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a Person with the intent to sign the electronic communication;
“Special Resolution”means a special resolution of the Company passed in accordance with the Companies Act, being a resolution:
(a)passed by not less than two-thirds of the votes cast by such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorized representatives, at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given; or
(b)approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed;
“Treasury Share”means a Share held in the name of the Company as a treasury share in accordance with the Companies Act;
“United States”means the United States of America, its territories, its possessions and all areas subject to its jurisdiction; and
“Virtual Meeting”means any general meeting of the members at which the members (and any other permitted participants of such meeting, including, without limitation, the chairperson of such meeting and any Directors) are permitted to attend and participate solely by means of Communication Facilities.
2.In these Articles, save where the context requires otherwise:
(a)words importing the singular number shall include the plural number and vice versa;
(b)words importing the masculine gender only shall include the feminine gender and any Person as the context may require;
(c)the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative;
(d)reference to a dollar or dollars (or US$) and to a cent or cents is reference to dollars and cents of the United States of America;
(e)reference to a statutory enactment shall include reference to any amendment or reenactment thereof for the time being in force;
(f)reference to any determination by the Directors shall be construed as a determination by the Directors in their sole and absolute discretion and shall be applicable either generally or in any particular case;
(g)reference to “in writing” shall be construed as written or represented by any means reproducible in writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission for writing including in the form of an electronic record or partly one and partly another;
(h)any requirements as to delivery under the Articles include delivery in the form of an electronic record or an electronic communication;
(i)any requirements as to execution or signature under the Articles, including the execution of the Articles themselves, can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act; 90and
(j)Sections 8 and 19(3) of the Electronic Transactions Act shall not apply.
3.Subject to the last two preceding Articles, any words defined in the Companies Act shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.
PRELIMINARY
4.The business of the Company may be conducted as the Directors see fit.
5.The Registered Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine.
6.The expenses incurred in the formation of the Company and in connection with the offer for subscription and issue of Shares shall be paid by the Company. Such expenses may be amortized over such period as the Directors may determine and the amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine.
7.The Directors shall keep, or cause to be kept, the Register at such place as the Directors may from time to time determine and, in the absence of any such determination, the Register shall be kept at the Registered Office.
SHARES
8.Subject to these Articles, all Shares for the time being unissued shall be under the control of the Directors who may, in their absolute discretion and without the approval of the Shareholders, cause the Company to:
(a)issue, allot and dispose of Shares (including, without limitation, preferred shares) (whether in certificated form or non-certificated form) to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine;
(b)grant rights over Shares or other securities to be issued in one or more classes or series as they deem necessary or appropriate and determine the designations, powers, preferences, privileges and other rights attaching to such Shares or securities, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may be greater than the powers, preferences, privileges and rights associated with the then issued and outstanding Shares, at such times and on such other terms as they think proper; and
(c)grant options with respect to Shares and issue warrants or similar instruments with respect thereto.
9.The Directors may authorize the division of Shares into any number of classes and the different classes shall be authorized, established and designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different classes (if any) may be fixed and determined by the Directors or by an Ordinary Resolution. The Directors may issue Shares with such preferred or other rights, all or any of which may be greater than the rights of Ordinary Shares, at such time and on such terms as they may think appropriate. Notwithstanding Article 18, the Directors may issue from time to time, out of the authorized share capital of the Company (other than the authorized but unissued Ordinary Shares), series of preferred shares in their absolute discretion and without approval of the Shareholders; provided, however, before any preferred shares of any such series are issued, the Directors shall by resolution of Directors determine, with respect to any series of preferred shares, the terms and rights of that series, including:
(a)the designation of such series, the number of preferred shares to constitute such series and the subscription price thereof if different from the par value thereof;
(b)whether the preferred shares of such series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which may be general or limited;
(c)the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, and the preference or relation which such dividends shall bear to the dividends payable on any shares of any other class or any other series of shares;
(d)whether the preferred shares of such series shall be subject to redemption by the Company, and, if so, the times, prices and other conditions of such redemption;
(e)whether the preferred shares of such series shall have any rights to receive any part of the assets available for distribution amongst the Shareholders upon the liquidation of the Company, and, if so, the terms of such liquidation preference, and the relation which such liquidation preference shall bear to the entitlements of the holders of shares of any other class or any other series of shares;
(f)whether the preferred shares of such series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the preferred shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof;
(g)whether the preferred shares of such series shall be convertible into, or exchangeable for, shares of any other class or any other series of preferred shares or any other securities and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange;
(h)the limitations and restrictions, if any, to be effective while any preferred shares of such series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Company of, the existing shares or shares of any other class of shares or any other series of preferred shares;
(i)the conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issue of any additional shares, including additional shares of such series or of any other class of shares or any other series of preferred shares; and
(j)any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof;
and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued. The Company shall not issue Shares to bearer.
10.The Company may insofar as may be permitted by law, pay a commission to any Person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the payment of cash or the lodgment of fully or partly paid-up Shares or partly in one way and partly in the other. The Company may also pay such brokerage as may be lawful on any issue of Shares.
11.The Directors may refuse to accept any application for Shares, and may accept any application in whole or in part, for any reason or for no reason.
CLASS A ORDINARY SHARES AND CLASS B ORDINARY SHARES
12.Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as a single class on all resolutions submitted to a vote by the Shareholders. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B Ordinary Share shall entitle the holder thereof to twenty (20) votes on all matters subject to vote at general meetings of the Company.
13.Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof. The right to convert shall be exercisable by the holder of the Class B Ordinary Share delivering a written notice to the Company that such holder elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares.
14.Upon any sale, transfer, assignment or disposition of any Class B Ordinary Share by a holder thereof to any person or entity who is not an Affiliate of the holder thereof, or upon a change of ultimate beneficial ownership of the holder of any Class B Ordinary Share to any person or entity who is not an Affiliate of the holder thereof, such Class B Ordinary Shares shall be automatically and immediately converted into the same number of Class A Ordinary Shares. For the avoidance of doubt, (a) a sale, transfer, assignment or disposition shall be effective upon the Company’s registration of such sale, transfer, assignment or disposition in its Register; and (b) the creation of any pledge, charge, encumbrance or other third party right of whatever description on any Class B Ordinary Shares to secure a holder’s contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in the third party holding legal title to the relevant Class B Ordinary Shares, in which case
all the related Class B Ordinary Shares shall be automatically converted into the same number of Class A Ordinary Shares. For purpose of this Article 14, beneficial ownership shall have the meaning set forth in Rule 13d-3 under the United States Securities Exchange Act of 1934, as amended.
15.Any conversion of Class B Ordinary Shares into Class A Ordinary Shares pursuant to these Articles shall be effected by means of the re-designation and re-classification of each relevant Class B Ordinary Share as a Class A Ordinary Share. Such conversion shall become effective forthwith upon entries being made in the Register to record the re-designation and reclassification of the relevant Class B Ordinary Shares as Class A Ordinary Shares.
16.Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.
17.Save and except for voting rights and conversion rights as set out in Articles 12 to 16 (inclusive), the Class A Ordinary Shares and the Class B Ordinary Shares shall rank pari passu with one another and shall have the same rights, preferences, privileges and restrictions.
MODIFICATION OF RIGHTS
18.Whenever the capital of the Company is divided into different classes or series, the rights attached to any such class or series (unless otherwise provided by the terms of issue of the Shares of that class or series), whether or not the Company is being wound-up, may be varied with the consent in writing of the holders of two-thirds (2/3) of the issued Shares of that class or series or with the sanction of a Special Resolution passed at a separate meeting of the holders of the Shares of that class or series. To every such separate meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be one or more Persons holding or representing by proxy at least one-third (1/3) in nominal or par value amount of the issued Shares of the relevant class (provided that if at any adjourned meeting of such holders a quorum as above defined is not Present, those Shareholders who are Present shall form a quorum) and that, subject to any rights or restrictions for the time being attached to the Shares of that class, every Shareholder of that class shall on a poll have one (1) vote for each Share of that class held by him. For the purposes of this Article the Directors may treat all classes or series or any two or more classes or series as forming one class or series if they consider that all such classes or series would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate classes.
19.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, inter alia, the creation or issue of further Shares ranking pari passu with or subsequent to such existing class of Shares, or the redemption or purchase of any Shares of any Class by the Company. The rights of the holders of Shares shall not be deemed to be varied by the creation or issue of Shares with preferred or other rights including, without limitation, the creation of Shares with enhanced or weighted voting rights.
CERTIFICATES
20.The Shares will be issued in fully registered, book-entry form. Certificates will not be issued unless the Directors determine otherwise. All share certificates (if any) shall specify the Share or Shares held by that Person, provided that in respect of a Share or Shares held jointly by several Persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a Share to one of several joint holders shall be sufficient delivery to all. All certificates for Shares shall be delivered personally or sent through the post addressed to the Shareholder entitled thereto at the Shareholder’s registered address as appearing in the Register.
21.Every share certificate of the Company shall bear legends required under the applicable laws, including the Securities Act.
22.Any two or more certificates representing Shares of any one class held by any Shareholder may at the Shareholder’s request be cancelled and a single new certificate for such Shares issued in lieu on payment (if the Directors shall so require) of one dollar (US$1.00) or such smaller sum as the Directors shall determine.
23.If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same Shares may be issued to the relevant Shareholder upon request, subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of out-of-pocket expenses of the Company in connection with the request as the Directors may think fit.
24.In the event that Shares are held jointly by several Persons, any request may be made by any one of the joint holders and if so made shall be binding on all of the joint holders.
FRACTIONAL SHARES
25.The Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one fraction of a Share of the same class is issued to or acquired by the same Shareholder such fractions shall be accumulated.
LIEN
26.The Company has a first and paramount lien on every Share (whether or not fully paid) for all amounts (whether presently payable or not) payable at a fixed time or called in respect of that Share. The Company also has a first and paramount lien on every Share registered in the name of a Person indebted or under liability to the Company (whether he is the sole registered holder of a Share or one of two or more joint holders) for all amounts owing by him or his estate to the Company (whether or not presently payable). The Directors may at any time declare a Share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a Share extends to any amount payable in respect of it, including but not limited to dividends.
27.The Company may sell, in such manner as the Directors in their absolute discretion think fit, any Share on which the Company has a lien, but no sale shall be made unless an amount in respect of which the lien exists is presently payable nor until the expiration of fourteen (14) calendar days after a notice in writing, demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the Share, or the Persons entitled thereto by reason of his death or bankruptcy.
28.For giving effect to any such sale the Directors may authorize a Person to transfer the Shares sold to the purchaser thereof. The purchaser or the purchaser’s nominee shall be registered as the holder of the Shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
29.The proceeds of the sale after deduction of expenses, fees and commissions incurred by the Company shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to the Person entitled to the Shares immediately prior to the sale.
CALLS ON SHARES
30.Subject to the terms of the allotment, the Directors may from time to time make calls upon the Shareholders in respect of any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving at least fourteen (14) calendar days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on such Shares. A call shall be deemed to have been made at the time when the resolution of the Directors authorizing such call was passed.
31.The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof.
32.If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the Person from whom the sum is due shall pay interest upon the sum at the rate of eight percent (8%) per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part.
33.The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the amount of the Share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified.
34.The Directors may make arrangements with respect to the issue of partly paid Shares for a difference between the Shareholders, or the particular Shares, in the amount of calls to be paid and in the times of payment.
35.The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or any part of the moneys uncalled and unpaid upon any partly paid Shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of an Ordinary Resolution, eight percent (8%) per annum) as may be agreed upon between the Shareholder paying the sum in advance and the Directors. No such sum paid in advance of calls shall entitle the Shareholder paying such sum to any portion of a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.
FORFEITURE OF SHARES
36.If a Shareholder fails to pay any call or instalment of a call in respect of partly paid Shares on the day appointed for payment, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.
37.The notice shall name a further day (not earlier than the expiration of fourteen calendar days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed, the Shares in respect of which the call was made will be liable to be forfeited.
38.If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect.
39.A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.
40.A Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the Shares forfeited, but his liability shall cease if and when the Company receives payment in full of the amount unpaid on the Shares forfeited.
41.A certificate in writing under the hand of a Director that a Share has been duly forfeited on a date stated in the certificate shall be conclusive evidence of the facts in the declaration as against all Persons claiming to be entitled to the Share.
42.The Company may receive the consideration, if any, given for a Share on any sale or disposition thereof pursuant to the provisions of these Articles as to forfeiture and may execute a transfer of the Share in favor of the Person to whom the Share is sold or disposed of and that Person shall be registered as the holder of the Share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the disposition or sale.
43.The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a Share becomes due and payable, whether on account of the amount of the Share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified.
TRANSFER OF SHARES
44.The instrument of transfer of any Share shall be in writing and in any usual or common form or in a form prescribed by the Designated Stock Exchange or such other form as the Directors
may, in their absolute discretion, approve and be executed by or on behalf of the transferor and if in respect of a nil or partly paid up Share, or if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered in the Register in respect of the relevant Shares.
45.(a)The Directors may in their absolute discretion decline to register any transfer of Shares
whether or not it is paid up.
(b)The Directors may also decline to register any transfer of any Share unless:
(i)the instrument of transfer is lodged with the Company, accompanied by the certificate for the Shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;
(ii)the instrument of transfer is in respect of only one class of Shares;
(iii)the instrument of transfer is properly stamped, if required;
(iv)in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred does not exceed four; and
(v)a fee of such maximum sum as the Designated Stock Exchange may determine to be payable, or such lesser sum as the Board of Directors may from time to time require, is paid to the Company in respect thereof.
46.The registration of transfers may, on ten (10) calendar days’ notice being given by advertisement in such one or more newspapers, by electronic means or by any other means in accordance with the Designated Stock
Exchange Rules, be suspended and the Register closed at such times and for such periods as the Directors may, in their absolute discretion, from time to time determine, provided always that such registration of transfer shall not be suspended nor the Register closed for more than forty (40) calendar days in any calendar year.
47.All instruments of transfer that are registered shall be retained by the Company. If the Directors refuse to register a transfer of any Shares, they shall within two (2) calendar months after the date on which the transfer was lodged with the Company send notice of the refusal to each of the transferor and the transferee.
TRANSMISSION OF SHARES
48.The legal personal representative of a deceased sole holder of a Share shall be the only Person recognized by the Company as having any title to the Share. In the case of a Share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only Person recognized by the Company as having any title to the Share.
49.Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall, upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Shareholder in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt Person could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy.
50.A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered Shareholder, except that he shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company, provided however, that the Directors may at any time give notice requiring any such Person to elect either to be registered himself or to transfer the Share, and if the notice is not complied with within ninety (90) calendar days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.
REGISTRATION OF EMPOWERING INSTRUMENTS
51.The Company shall be entitled to charge a fee not exceeding one U.S. dollar (US$1.00) on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, notice in lieu of distringas, or other instrument.
ALTERATION OF SHARE CAPITAL
52.The Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided into Shares of such classes and amount, as the resolution shall prescribe.
53.The Company may by Ordinary Resolution:
(a)increase its share capital by new Shares of such amount as it thinks expedient;
(b)consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;
(c)subdivide its Shares, or any of them, into Shares of an amount smaller than that fixed by the Memorandum of Association, provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and
(d)cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled.
54.The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorized by the Companies Act.
REDEMPTION, PURCHASE AND SURRENDER OF SHARES
55.Subject to the provisions of the Companies Act and these Articles, the Company may:
(a)issue Shares that are to be redeemed or are liable to be redeemed at the option of the Shareholder or the Company. The redemption of Shares shall be effected in such manner and upon such terms as may be determined, before the issue of such Shares, by either the Board or by the Shareholders by Ordinary Resolution;
(b)purchase its own Shares (including any redeemable Shares) on such terms and in such manner and terms as have been approved by the Board or by the Shareholders by Ordinary Resolution, or are otherwise authorized by these Articles; and
(c)make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Companies Act, including out of its capital, profits or the proceeds of a fresh issue of Shares.
56.The redemption or purchase of any Share shall not oblige the Company to redeem or purchase any other Share other than as may be required pursuant to applicable law and any other contractual obligations of the Company.
57.The holder of the Shares being purchased shall be bound to deliver up to the Company the certificate(s) (if any) thereof for cancellation and thereupon the Company shall pay to him the purchase or redemption monies or consideration in respect thereof.
58.Unless the Directors determine otherwise, any Share in respect of which notice of redemption has been given shall not be entitled to participate in the profits of the Company in respect of the period after the date specified as the date of redemption in the notice of redemption.
59.The Directors may accept the surrender for no consideration of any fully paid Share.
TREASURY SHARES
60.The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.
61.The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).
62.No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to Shareholders on a winding up) may be declared or paid in respect of a Treasury Share.
GENERAL MEETINGS
63.All general meetings other than annual general meetings shall be called extraordinary general meetings.
64.(a)The Company may (but shall not be obliged to) in each calendar year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as may be determined by the Directors.
(b)At these meetings the report of the Directors (if any) shall be presented.
65.(a)The Chairperson or a majority of the Directors may call general meetings, and they shall on a Shareholders’ requisition forthwith proceed to convene an extraordinary general meeting of the Company.
(b)A Shareholders’ requisition is a requisition of Shareholders holding at the date of deposit of the requisition Shares which carry in aggregate not less than one-third of all votes attaching to all issued and outstanding Shares of the Company that as at the date of the deposit carry the right to vote at general meetings of the Company.
(c)The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.
(d)If there are no Directors as at the date of the deposit of the Shareholders’ requisition, or if the Directors do not within twenty-one (21) calendar days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty-one (21) calendar days, the requisitionists, or any of them representing more than one-third (1/3) of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three (3) calendar months after the expiration of the said twenty-one (21) calendar days.
(e)A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.
(f)The Directors may make Communication Facilities available for a specific general meeting or all general meetings of the Company so that members and other participants may attend and participate at such general meetings by means of such Communication Facilities. Without limiting the generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting.
NOTICE OF GENERAL MEETINGS
66.At least seven (7) calendar days’ notice shall be given for any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place (except in the case of a Virtual Meeting), the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company (the notice of any general meeting at which Communication Facilities will be utilised (including any Virtual Meeting) must disclose the Communication Facilities that will be utilised, including the procedures to be followed by any member or other participant of the general meeting who wishes to utilise such Communication Facilities for the purpose of attending, participating and voting at such meeting), provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of these Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:
(a)in the case of an annual general meeting, by all the Shareholders (or their proxies) entitled to attend and vote thereat; and
(b)in the case of an extraordinary general meeting, by a majority of the Shareholders having a right to attend and vote at the meeting and Present at the meeting.
67.The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Shareholder shall not invalidate the proceedings at any meeting.
PROCEEDINGS AT GENERAL MEETINGS
68.No business except for the appointment of a chairperson for the meeting shall be transacted at any general meeting unless a quorum of Shareholders is Present at the time when the meeting proceeds to business. One or more Shareholders holding Shares which carry in aggregate (or representing by proxy) not less than one-third (1/3) of all votes attaching to all Shares in issue and entitled to vote at such general meeting Present shall be a quorum for all purposes unless the Company has only one Shareholder of record in which case the quorum shall be that one Shareholder Present.
69.If within half an hour from the time appointed for the meeting a quorum is not Present, the meeting shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the meeting shall be dissolved.
70.A person may participate at a general meeting by telephone or other similar communications equipment by means of which all the persons participating in such meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting.
71.The Chairperson, if any, shall preside as chairperson at every general meeting of the Company. If there is no such Chairperson, or if at any general meeting he is not Present within fifteen (15) minutes after the time appointed for holding the meeting or is unwilling to act as chairperson of the meeting, the Directors Present shall elect one of their number to be chairperson of the meeting.
72.If no Director is willing to act as chairman or if no Director is Present within fifteen (15) minutes after the time appointed for holding the meeting, the Shareholders Present shall choose one of their number to be chairman of the meeting.
72A.The chairperson of any general meeting shall be entitled to attend and participate at such general meeting by means of Communication Facilities, and to act as the chairperson of such general meeting, in which event the following provisions shall apply:
(a)he shall be deemed to be Present at the general meeting; and
(b)if the Communication Facilities fail to enable the chairperson of the general meeting to hear and be heard by other Persons participating in the meeting, then the other Directors Present at the general meeting shall choose another Director Present to act as chairman of the general meeting for (or for the remainder of) the general meeting; provided that if no other Director is Present at the general meeting, or if all the Directors Present decline to take the chair, then the general meeting shall be automatically adjourned to the same day in the next week and at such time and place as shall be decided by the Directors.
73.The chairperson of the meeting may with the consent of any general meeting at which a quorum is Present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business
shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting, or adjourned meeting, is adjourned for thirty (30) calendar days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, if the information is announced at the meeting at which the adjournment is taken: (a) The date and time of the adjourned meeting; (b) The means of telephone or other similar remote communications by which Shareholders and proxies shall be deemed to be Present and vote at the adjourned meeting; and (c) Unless the adjourned meeting is to be held solely by means of Communication Facilities, the physical location of the adjourned meeting.
74.The Directors may cancel or postpone any duly convened general meeting at any time prior to such meeting, except for general meetings requisitioned by the Shareholders in accordance with these Articles, for any reason or for no reason, upon notice in writing to Shareholders. A postponement may be for a stated period of any length or indefinitely as the Directors may determine.
75.At any general meeting a resolution put to the vote of the meeting shall be decided by way of a poll and not on a show of hands.
76.A poll shall be taken in such manner as the chairperson of the meeting directs, and the result of the poll shall be deemed to be the resolution of the meeting.
77.All questions submitted to a meeting shall be decided by an Ordinary Resolution except where a greater majority is required by these Articles or by the Companies Act. In the case of an equality of votes, the chairperson of the meeting shall be entitled to a second or casting vote.
VOTES OF SHAREHOLDERS
78.Subject to any rights and restrictions for the time being attached to any Share, every Shareholder Present or by proxy at the meeting shall have one (1) vote for each Class A Ordinary Share and twenty (20) votes for each Class B Ordinary Share of which he is the holder.
79.In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy (or, if a corporation or other non-natural person, by its duly authorized representative or proxy) shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register.
80.Shares carrying the right to vote that are held by a Shareholder of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may be voted by his committee or other Person in the nature of a committee appointed by that court, and any such committee or other Person may vote in respect of such Shares by proxy.
81.No Shareholder shall be entitled to vote at any general meeting of the Company unless all calls, if any, or other sums presently payable by him in respect of Shares carrying the right to vote held by him have been paid.
82.On a poll votes may be given either personally or by proxy.
83.Each Shareholder, other than a recognized clearing house (or its nominee(s)) or depositary (or its nominee(s)), may only appoint one proxy on a show of hand. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under Seal or under the hand of an officer or attorney duly authorized. A proxy need not be a Shareholder.
84.An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve.
85.The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company:
(a)not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or
(b)in the case of a poll taken more than forty-eight (48) hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than twenty-four (24) hours before the time appointed for the taking of the poll; or
(c)where the poll is not taken forthwith but is taken not more than forty-eight (48) hours after it was demanded be delivered at the meeting at which the poll was demanded to the chairperson of the meeting or to the secretary or to any Director;
provided that the Directors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that the instrument appointing a proxy may be deposited at such other time (no later than the time for holding the meeting or adjourned meeting) at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company. The chairperson of the meeting may in any event at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid.
86.The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
87.A resolution in writing signed by all the Shareholders for the time being entitled to receive notice of and to attend and vote at general meetings of the Company (or being corporations by their duly authorized representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
88.Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorize such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a class or of the Directors or of a committee of Directors, and the Person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director.
DEPOSITARY AND CLEARING HOUSES
89.If a recognized clearing house (or its nominee(s)) or depositary (or its nominee(s)) is a Shareholder of the Company it may, by resolution of its directors or other governing body or by power of attorney, authorize such Person(s) as it thinks fit to act as its representative(s) at any general meeting of the Company or of any class of Shareholders provided that, if more than one Person is so authorized, the authorization shall specify the number and class of Shares in respect of which each such Person is so authorized. A Person so authorized pursuant to this Article shall be entitled to exercise the same powers on behalf of the recognized clearing house (or its nominee(s)) or depositary (or its nominee(s)) which he represents as that recognized clearing house (or its
nominee(s)) or depositary (or its nominee(s)) could exercise if it were an individual Shareholder holding the number and class of Shares specified in such authorization.
DIRECTORS
90.(a)Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than three (3) Directors, the exact number of Directors to be determined from time to time by the Board of Directors.
(b)The Board of Directors shall elect and appoint a Chairperson by a majority of the Directors then in office, and the period for which the Chairperson will hold office will also be determined by a majority of all of the Directors then in office. The Chairperson shall preside as chairperson at every meeting of the Board of Directors. To the extent the Chairperson is not present at a meeting of the Board of Directors within fifteen minutes after the time appointed for holding the same, the attending Directors may choose one of their number to be the chairperson of the meeting.
(c)The Company may by Ordinary Resolution appoint any person to be a Director.
(d)The Board may, by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting, appoint any person as a Director, to fill a casual vacancy on the Board, or as an addition to the existing Board.
(e)An appointment of a Director may be on terms that the Director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the Company and the Director, if any; but no such term shall be implied in the absence of express provision. Each Director whose term of office expires shall be eligible for re-election at a meeting of the Shareholders or reappointment by the Board.
91.A Director may be removed from office by Ordinary Resolution of the Company, notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement). A vacancy on the Board created by the removal of a Director under the previous sentence may be filled by Ordinary Resolution or by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting.
92.The Board may, from time to time, and except as required by applicable law or Designated Stock Exchange Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives of the Company and determine on various corporate governance related matters of the Company as the Board shall determine by resolution of Directors from time to time.
93.A Director shall not be required to hold any Shares in the Company by way of qualification. A Director who is not a Shareholder of the Company shall nevertheless be entitled to attend and speak at general meetings.
94.The remuneration of the Directors may be determined by the Directors or by Ordinary Resolution.
95.The Directors shall be entitled to be paid for their travelling, hotel and other expenses properly incurred by them in going to, attending and returning from meetings of the Directors, or any committee of the Directors, or general meetings of the Company, or otherwise in connection with the business of the Company, or to receive such fixed allowance in respect thereof as may be determined by the Directors from time to time, or a combination partly of one such method and partly the other.
ALTERNATE DIRECTOR OR PROXY
96.Any Director may in writing appoint another Person to be his alternate and, save to the extent provided otherwise in the form of appointment, such alternate shall have authority to sign written resolutions on behalf of the appointing Director, but shall not be required to sign such written resolutions where they have been signed by the appointing director, and to act in such Director’s place at any meeting of the Directors at which the appointing Director is unable to be present. Every such alternate shall be entitled to attend and vote at meetings of the Directors as a Director when the Director appointing him is not personally present and where he is a Director to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by him. Such alternate shall be deemed for all purposes to be a Director and shall not be deemed to be the agent of the Director appointing him. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them.
97.Any Director may appoint any Person, whether or not a Director, to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairperson of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting.
POWERS AND DUTIES OF DIRECTORS
98.Subject to the Companies Act, these Articles and any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passed.
99.Subject to these Articles, the Directors may from time to time appoint any natural person or corporation, whether or not a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company, including but not limited to, chief executive officer and chief financial officer, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Any natural person or corporation so appointed by the Directors may be removed by the Directors. The Directors may also appoint one or more of their number to the office of managing director upon like terms, but any such appointment shall ipso facto terminate if any managing director ceases for any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated.
100.The Directors may appoint any natural person or corporation to be a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors or by the Shareholders by Ordinary Resolution.
101.The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.
102.The Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys or authorized signatory (any such Person being an “Attorney”
or “Authorized Signatory”, respectively) of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such Attorney or Authorized Signatory as the Directors may think fit, and may also authorize any such Attorney or Authorized Signatory to delegate all or any of the powers, authorities and discretion vested in him.
103.The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following Articles shall not limit the general powers conferred by this Article.
104.The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any natural person or corporation to be a member of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any such natural person or corporation.
105.The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorize the members for the time being of any such local board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any natural person or corporation so appointed and may annul or vary any such delegation, but no Person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.
106.Any such delegates as aforesaid may be authorized by the Directors to sub-delegate all or any of the powers, authorities, and discretion for the time being vested in them.
BORROWING POWERS OF DIRECTORS
107.The Directors may from time to time at their discretion exercise all the powers of the Company to raise or borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
THE SEAL
108.The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence.
109.The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixings of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such Person or Persons as the Directors shall for this purpose appoint and such Person or Persons as aforesaid shall sign every instrument to which the facsimile Seal is so affixed in their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed in the presence of and the instrument signed by a Director or a
Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the purpose.
110.Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the Company.
DISQUALIFICATION OF DIRECTORS
111.The office of Director shall be vacated, if the Director:
(a)becomes bankrupt or makes any arrangement or composition with his creditors;
(b)dies or is found to be or becomes of unsound mind;
(c)resigns his office by notice in writing to the Company;
(d)without special leave of absence from the Board, is absent from meetings of the Board for three consecutive meetings and the Board resolves that his office be vacated; or
(e)is removed from office pursuant to any other provision of these Articles.
PROCEEDINGS OF DIRECTORS
112.The Directors may meet together (either within or outside the Cayman Islands) for the dispatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. At any meeting of the Directors, each Director present in person or represented by his proxy or alternate shall be entitled to one (1) vote. In case of an equality of votes the Chairperson shall have a second or casting vote. A Director may, and a Secretary or assistant Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors.
113.A Director may participate in any meeting of the Board of Directors, or of any committee appointed by the Directors of which such Director is a member, by means of video conference, teleconference or other similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall be deemed to constitute presence in person at the meeting.
114.The quorum necessary for the transaction of the business of the Board may be fixed by the Directors, and the quorum shall be a majority of the members of the Board. A person who holds office as an alternate Director shall, if their appointor is not present, be counted in the quorum. A Director who also acts as an alternate Director shall, if their appointor is not present, count twice towards the quorum.
115.A Director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so consummated. A Director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein and if he does so his vote
shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or transaction or proposed contract or transaction shall come before the meeting for consideration.
116.A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting of the Directors whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement.
117.Any Director may act by himself or through his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorize a Director or his firm to act as auditor to the Company.
118.The Directors shall cause minutes to be made for the purpose of recording:
(a)all appointments of officers made by the Directors;
(b)the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and
(c)all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.
119.When the chairperson of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.
120.A resolution in writing signed by all the Directors or all the members of a committee of Directors entitled to receive notice of a meeting of Directors or committee of Directors, as the case may be (an alternate Director, subject as provided otherwise in the terms of appointment of the alternate Director, being entitled to sign such a resolution on behalf of his appointer), shall be as valid and effectual as if it had been passed at a duly called and constituted meeting of Directors or committee of Directors, as the case may be. When signed a resolution may consist of several documents each signed by one or more of the Directors or his duly appointed alternate.
121.The continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose.
122.Subject to any regulations imposed on it by the Directors, a committee appointed by the Directors may elect a chairperson of its meetings. If no such chairperson is elected, or if at any meeting the chairperson is not present within fifteen minutes after the time appointed for holding the meeting, the committee members present may choose one of their members to be chairperson of the meeting.
123.A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes
of the committee members present and in case of an equality of votes the chairperson shall have a second or casting vote.
124.All acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a Director.
PRESUMPTION OF ASSENT
125.A Director who is present at a meeting of the Board of Directors at which an action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairperson or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
DIVIDENDS
126.Subject to any rights and restrictions for the time being attached to any Shares, the Directors may from time to time declare dividends (including interim dividends) and other distributions on Shares in issue and authorize payment of the same out of the funds of the Company lawfully available therefor.
127.Subject to any rights and restrictions for the time being attached to any Shares, the Company by Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors.
128.The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, in the absolute discretion of the Directors, be applicable for meeting contingencies or for equalizing dividends or for any other purpose to which those funds may be properly applied, and pending such application may in the absolute discretion of the Directors, either be employed in the business of the Company or be invested in such investments (other than Shares of the Company) as the Directors may from time to time think fit.
129.Any dividend payable in cash to the holder of Shares may be paid in any manner determined by the Directors. If paid by cheque it will be sent by mail addressed to the holder at his address in the Register, or addressed to such person and at such addresses as the holder may direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register in respect of such Shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company.
130.The Directors may determine that a dividend shall be paid wholly or partly by the distribution of specific assets (which may consist of the shares or securities of any other company) and may settle all questions concerning such distribution. Without limiting the generality of the foregoing, the Directors may fix the value of such specific assets, may determine that cash payment shall be made to some Shareholders in lieu of specific assets and may vest any such specific assets in trustees on such terms as the Directors think fit.
131.Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares, but if and for so long as nothing is paid up on any of the Shares dividends may be declared and paid according to the par value of the Shares. No amount paid on a Share in advance of calls shall, while carrying interest, be treated for the purposes of this Article as paid on the Share.
132.If several Persons are registered as joint holders of any Share, any of them may give effective receipts for any dividend or other moneys payable on or in respect of the Share.
133.No dividend shall bear interest against the Company.
134.Any dividend unclaimed after a period of six (6) calendar years from the date of declaration of such dividend may be forfeited by the Board of Directors and, if so forfeited, shall revert to the Company.
ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION
135.The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the Directors.
136.The books of account shall be kept at the Registered Office, or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.
137.The Directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders not being Directors, and no Shareholder (not being a Director) shall have any right to inspect any account or book or document of the Company except as conferred by law or authorized by the Directors or by Special Resolution.
138.The accounts relating to the Company’s affairs shall be audited in such manner and with such financial year end as may be determined from time to time by the Directors or failing any determination as aforesaid shall not be audited.
139.The Directors may appoint an auditor of the Company who shall hold office until removed from office by a resolution of the Directors and may fix his or their remuneration.
140.Every auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors.
141.The auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment, and at any time during their term of office, upon request of the Directors or any general meeting of the Shareholders.
142.The Directors in each calendar year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Companies Act and deliver a copy thereof to the Registrar of Companies in the Cayman Islands.
CAPITALIZATION OF RESERVES
143.Subject to the Companies Act, the Directors may:
(a)resolve to capitalize an amount standing to the credit of reserves (including a Share Premium Account, capital redemption reserve and profit and loss account), which is available for distribution;
(b)appropriate the sum resolved to be capitalized to the Shareholders in proportion to the nominal amount of Shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards:
(i)paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or
(ii)paying up in full unissued Shares or debentures of a nominal amount equal to that sum,
and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to Shareholders credited as fully paid;
(c)make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalized reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with the fractions as they think fit;
(d)authorize a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the Company providing for either:
(i)the allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which they may be entitled on the capitalization, or
(ii)the payment by the Company on behalf of the Shareholders (by the application of their respective proportions of the reserves resolved to be capitalized) of the amounts or part of the amounts remaining unpaid on their existing Shares,
and any such agreement made under this authority being effective and binding on all those Shareholders; and
(e)generally do all acts and things required to give effect to the resolution.
SHARE PREMIUM ACCOUNT
144.The Directors shall in accordance with the Companies Act establish a Share Premium Account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share.
145.There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference between the nominal value of such Share and the redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by the Companies Act, out of capital.
NOTICES
146.Except as otherwise provided in these Articles, any notice or document may be served by the Company or by the Person entitled to give notice to any Shareholder either personally, or by posting it by airmail or a recognized courier service in a prepaid letter addressed to such Shareholder at his address as appearing in the Register, or by electronic mail to any electronic mail address such Shareholder may have specified in writing for the purpose of such service of notices, or by facsimile to any facsimile number such Shareholder may have specified in writing for the purpose of such service of notices, or by placing it on the Company’s Website should the Directors deem it appropriate. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.
147.Notices sent from one country to another shall be sent or forwarded by prepaid airmail or a recognized courier service.
148.Any Shareholder present in person (or in the case of a corporation, by its duly authorized representative) or by proxy at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.
149.Any notice or other document, if served by:
(a)post, shall be deemed to have been served five (5) calendar days after the time when the letter containing the same is posted;
(b)facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient;
(c)recognized courier service, shall be deemed to have been served forty-eight (48) hours after the time when the letter containing the same is delivered to the courier service; or
(d)electronic means, shall be deemed to have been served immediately (i) upon the time of the transmission to the electronic mail address supplied by the Shareholder to the Company or (ii) upon the time of its placement on the Company’s Website.
In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.
150.Any notice or document delivered or sent by post to or left at the registered address of any Shareholder in accordance with the terms of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Shareholder as sole or joint holder, unless his name shall at the time of the service of the notice or document have been removed from the Register as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming through or under him) in the Share.
151.Notice of every general meeting of the Company shall be given to:
(a)all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an address for the giving of notices to them; and
(b)every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for his death or bankruptcy would be entitled to receive notice of the meeting.
No other Person shall be entitled to receive notices of general meetings.
INFORMATION
152.Subject to the relevant laws, rules and regulations applicable to the Company, no Shareholder shall be entitled to require discovery of any information in respect of any detail of the Company’s trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the Shareholders to communicate to the public.
153.Subject to due compliance with the relevant laws, rules and regulations applicable to the Company, the Board shall be entitled to release or disclose any information in its possession, custody or control regarding the Company or its affairs to any of its Shareholders including, without limitation, information contained in the Register and transfer books of the Company.
INDEMNITY
154.Every Director (including for the purposes of this Article any alternate Director appointed pursuant to the provisions of these Articles), Secretary, assistant Secretary, or other officer for the time being and from time to time of the Company (but not including the Company’s auditors) and the personal representatives of the same (each an “Indemnified Person”) shall be indemnified and secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty, willful default or fraud, in or about the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.
155.No Indemnified Person shall be liable:
(a)for the acts, receipts, neglects, defaults or omissions of any other Director or officer or agent of the Company; or
(b)for any loss on account of defect of title to any property of the Company; or
(c)on account of the insufficiency of any security in or upon which any money of the Company shall be invested; or
(d)for any loss incurred through any bank, broker or other similar Person; or
(e)for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such Indemnified Person’s part; or
(f)for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities, or discretions of such Indemnified Person’s office or in relation thereto;
unless the same shall happen through such Indemnified Person’s own dishonesty, willful default or fraud.
FINANCIAL YEAR
156.Unless the Directors otherwise prescribe, the financial year of the Company shall end on December 31st in each calendar year and shall begin on January 1st in each calendar year.
NON-RECOGNITION OF TRUSTS
157.No Person shall be recognized by the Company as holding any Share upon any trust (other than any trust recognized as a Co-Founder Affiliate) and the Company shall not, unless required by law, be bound by or be compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any Share or (except only as otherwise provided by these Articles or as the Companies Act requires) any other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder registered in the Register.
WINDING UP
158.If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Companies Act, divide amongst the Shareholders in species or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and subject to Article 159, determine how the division shall be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Shareholders as the liquidator, with the like sanction, shall think fit, but so that no Shareholder shall be compelled to accept any asset upon which there is a liability.
159.If the Company shall be wound up, and the assets available for distribution amongst the Shareholders shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Shareholders in proportion to the par value of the Shares held by them. If in a winding up the assets available for distribution amongst the Shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Shareholders in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions.
AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION
160.Subject to the Companies Act, the Company may at any time and from time to time by Special Resolution alter or amend the Memorandum of Association or these Articles in whole or in part.
CLOSING OF REGISTER OR FIXING RECORD DATE
161.For the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at any meeting of Shareholders or any adjournment thereof, or those Shareholders that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Shareholder for any other purpose, the Directors may provide that the Register shall be closed for transfers for a stated period which shall not exceed in any case forty (40) calendar days in any calendar year.
162.In lieu of or apart from closing the Register, the Directors may fix in advance a date as the record date for any such determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of the Shareholders and for the purpose of determining those Shareholders that are entitled to receive payment of any dividend the Directors may, at or within ninety (90) calendar days prior to the date of declaration of such dividend, fix a subsequent date as the record date for such determination.
163.If the Register is not so closed and no record date is fixed for the determination of those Shareholders entitled to receive notice of, attend or vote at a meeting of Shareholders or those Shareholders that are entitled to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders has been made as provided in this Article, such determination shall apply to any adjournment thereof.
REGISTRATION BY WAY OF CONTINUATION
164.The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.
DISCLOSURE
165.The Directors, or any service providers (including the officers, the Secretary and the registered office provider of the Company) specifically authorized by the Directors, shall be entitled to disclose to any regulatory or judicial authority or to any stock exchange on which securities of the Company may from time to time be listed any information regarding the affairs of the Company including without limitation information contained in the Register and books of the Company.
MERGERS AND CONSOLIDATION
166.The Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Companies Act) upon such terms as the Directors may determine and (to the extent required by the Companies Act) with the approval of a Special Resolution.
EXCLUSIVE FORUM
168.Unless the Company consents in writing to the selection of an alternative forum, the United States District Court for the Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts in New York County, New York) shall be the exclusive forum within the 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 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 purchasing or otherwise acquiring any Share or other securities in the Company, or purchasing or otherwise acquiring depositary shares representing the Company’s Shares issued pursuant to relevant deposit agreements, shall be deemed to have notice of and consented to the provisions of this Article and Article 167 above. Without prejudice to the foregoing, if any part of this Article and Article 167 is held to be illegal, invalid or unenforceable under applicable law, the legality, validity or enforceability of the rest of these Articles shall not be affected and this Article and Article 167 shall be interpreted and construed to the maximum extent possible to apply in the relevant jurisdiction with whatever modification or deletion may be necessary so as best to give effect to the intention of the Company.
Exhibit 12.1
Certification
Pursuant to Rule 13a-14(a) of the Exchange Act
I, Wanjun Yao, certify that:
1.I have reviewed this annual report on Amendment No. 1 of Form 20-F of Tungray Technologies Inc;
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;
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;
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: October 14, 2025
| By: | /s/ Wanjun Yao |
| Name: | Wanjun Yao |
| Title: | Chief Executive Officer |
|
| (Principal Executive Officer) |
Exhibit 12.2
Certification
Pursuant to Rule 13a-14(a) of the Exchange Act
I, Qi (Henry) Guo, certify that:
1.I have reviewed this annual report on Amendment No. 1 of Form 20-F of Tungray Technologies Inc;
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;
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: October 14, 2025
| By: | /s/ Qi (Henry) Guo |
| Name: | Qi (Henry) Guo |
| Title: | Chief Financial Officer |
|
| (Principal Financial Officer) |
Exhibit 13.1
Certification
Pursuant to 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 Tungray Technologies Inc (the “Company”), does hereby certify, to such officer’s knowledge, that this Annual Report on Amendment No. 1 of the Form 20-F for the year ended December 31, 2024 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: October 14, 2025
| By: | /s/ Wanjun Yao |
| Name: | Wanjun Yao |
| Title: | Chief Executive Officer |
|
| (Principal Executive Officer) |
| By: | /s/ Qi (Henry) Guo |
| Name: | Qi (Henry) Guo |
| Title: | Chief Financial Officer |
|
| (Principal Financial and Accounting Officer) |