20-F - YIBO - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM 20-F

☐

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

☒ ANNUAL

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

For

the fiscal year ended December 31, 2025

☐ TRANSITION

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

☐ SHELL

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

Date

of event requiring this shell company report

For

the transition period from to

Commission

file number: 001-41928

Planet

Image International Limited

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Cayman

Islands

(Jurisdiction of incorporation or organization)

No. 756

Guangfu Road

Hi-tech Development

Zone

Xinyu

City, Jiangxi Province

People’s

Republic of China

(Address of principal executive offices)

Shaofang

Weng, Chief Executive Officer

Telephone:

+86 0790-7138216

Email:

dnuf@goaster.com

No. 756

Guangfu Road

Hi-tech Development

Zone

Xinyu

City, Jiangxi Province

People’s

Republic of China

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

Securities

registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

| Class A Ordinary Shares, par value HK$0.0001 per share | YIBO | The Nasdaq Stock Market |

Securities

registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities

for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

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

An aggregate of 59,234,221 ordinary shares (including 32,918,421 Class A ordinary shares and 26,315,800 Class B ordinary shares) were outstanding as of December 31, 2025.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐

| Non-accelerated filer | ☒ | Emerging growth company | ☒ |

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

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

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

U.S. GAAP ☒	International Financial Reporting Standards as issued by the International Accounting Standards Board ☐	Other ☐
*	If<br> “Other” has been checked in response to the previous question, indicate by check mark which financial statement item<br> the registrant has elected to follow. Item 17 ☐ Item 18 ☐
---	---

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 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 ☐

TABLE

OF CONTENTS

INTRODUCTION		ii
PART I		1
ITEM<br> 1.	IDENTITY<br> OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM<br> 2.	OFFER<br> STATISTICS AND EXPECTED TIMETABLE	1
ITEM<br> 3.	KEY<br> INFORMATION	1
ITEM<br> 4.	INFORMATION<br> ON THE COMPANY	40
ITEM<br> 4A.	UNRESOLVED<br> STAFF COMMENTS	78
ITEM<br> 5.	OPERATING<br> AND FINANCIAL REVIEW AND PROSPECTS	78
ITEM<br> 6.	DIRECTORS,<br> SENIOR MANAGEMENT AND EMPLOYEES	95
ITEM<br> 7.	MAJOR<br> SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	103
ITEM<br> 8.	FINANCIAL<br> INFORMATION	104
ITEM<br> 9.	THE<br> OFFER AND LISTING	105
ITEM<br> 10.	ADDITIONAL<br> INFORMATION	105
ITEM<br> 11.	QUANTITATIVE<br> AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	121
ITEM<br> 12.	DESCRIPTION<br> OF SECURITIES OTHER THAN EQUITY SECURITIES	122
PART<br> II		123
ITEM<br> 13.	DEFAULTS,<br> DIVIDEND ARREARAGES AND DELINQUENCIES	123
ITEM<br> 14.	MATERIAL<br> MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	123
ITEM<br> 15.	CONTROLS<br> AND PROCEDURES	123
ITEM<br> 16.	[RESERVED]	125
ITEM<br> 16A.	AUDIT<br> COMMITTEE FINANCIAL EXPERT	125
ITEM<br> 16B.	CODE<br> OF ETHICS	125
ITEM<br> 16C.	PRINCIPAL<br> ACCOUNTANT FEES AND SERVICES	125
ITEM<br> 16D.	EXEMPTIONS<br> FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	126
ITEM<br> 16E.	PURCHASES<br> OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	126
ITEM<br> 16F.	CHANGE<br> IN REGISTRANT’S CERTIFYING ACCOUNTANT	126
ITEM<br> 16G.	CORPORATE<br> GOVERNANCE	126
ITEM<br> 16H.	MINE<br> SAFETY DISCLOSURE	126
ITEM<br> 16I.	DISCLOSURE<br> REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.	127
ITEM<br> 16J.	INSIDER<br> TRADING POLICIES.	127
ITEM<br> 16K.	CYBERSECURITY.	127
PART<br> III		128
ITEM<br> 17.	FINANCIAL<br> STATEMENTS	128
ITEM<br> 18.	FINANCIAL<br> STATEMENTS	128
ITEM<br> 19.	EXHIBITS	128

INTRODUCTION

In this annual report on Form 20-F, unless the context otherwise requires, references to:

●	“AMC”<br> are to Atlantic Marketing Co., Limited, a company incorporated in Hong Kong as a limited liability company on March 5, 2020 and an<br> indirectly wholly-owned subsidiary of our Company;
●	“ASL”<br> are to Access Supplies Limited, a company incorporated in Hong Kong as a limited liability company on March 31, 2017 and an indirectly<br> wholly-owned subsidiary of our Company;
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●	“Aster<br> BVI” are to Aster Graphics Company Limited, a company incorporated in the BVI as a limited liability company on February 25,<br> 2011 and a directly wholly-owned subsidiary of our Company;
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●	“Aster<br> Excellent” are to Aster Excellent Limited, a company incorporated in the BVI as a limited liability company on August 2, 2019;
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●	“Aster<br> France” are to Aster Technology France, a company incorporated in France as a simplified joint-stock company on April 3, 2019<br> and an indirectly wholly-owned subsidiary of our Company;
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●	“Aster<br> Germany” are to Aster Supplies GmbH, a company incorporated in Germany as a limited liability company on September 25, 2018<br> and an indirectly wholly-owned subsidiary of our Company;
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●	“Aster<br> HK” are to Aster Graphics Company Limited, formerly known as Aster Industry Company Limited, a company incorporated in Hong<br> Kong as a limited liability company on August 16, 2019 and an indirectly wholly-owned subsidiary of our Company;
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●	“Aster<br> Industrial” are to Aster Industrial Limited, a company incorporated in the BVI as a limited liability company on August 8,<br> 2019 and a directly wholly-owned subsidiary of our Company;
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●	“Aster<br> Italy” are to Aster Technology Italia S.R.L., a company incorporated in Italy as a limited liability company on May 7, 2018<br> and an indirectly wholly-owned subsidiary of our Company;
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●	“Aster<br> NL” are to Aster Technology Holland B.V., a company incorporated in the Netherlands as a limited liability company on July<br> 8, 2011 and an indirectly wholly-owned subsidiary of our Company;
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●	“Aster<br> Online” are to Aster Online Company Limited, a company incorporated in Hong Kong as a limited liability company on August 15,<br> 2019 and an indirectly wholly-owned subsidiary of our Company;
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●	“Aster<br> UK” are to Aster Technology UK Ltd, a company incorporated in the United Kingdom as a limited liability company on January<br> 21, 2019 and an indirectly wholly-owned subsidiary of our Company;
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●	“Aster<br> US” are to Aster Graphics, Inc., a company incorporated in the State of California, the United States as a limited liability<br> company on March 1, 2011 and an indirectly wholly-owned subsidiary of our Company;
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●	“BOPTC”<br> are to Blue Ocean Product Trade Co., Limited, a company incorporated in Hong Kong as a limited liability company on March 9, 2020<br> and an indirectly wholly-owned subsidiary of our Company;
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●	“BVI”<br> are to the British Virgin Islands;
●	“B2B”<br> are to a form of commercial transaction between one business entity to another business entity;
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●	“B2C”<br> are to a form of commercial transaction between one business entity to end-consumers;
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●	“cartridge<br> chips” are to PCBA with firmware installed, the principal functions of which include facilitating communications between a<br> cartridge and the printer on which it is installed and monitoring cartridge usage;
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●	“China”<br> and the “PRC” are to the People’s Republic of China, including the special administrative regions of Hong Kong<br> and Macau and excluding, for the purposes of this annual report only, Taiwan;
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●	“Class<br> A ordinary shares” are to our Class A ordinary shares, par value HK$0.0001 per share;
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●	“Class<br> B ordinary shares” are to our Class B ordinary shares, par value HK$0.0001 per share;
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●	“Companies<br> Act” are to the Companies Act (As Revised) of the Cayman Islands, as amended and revised from time to time;
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●	“compatible<br> toner cartridges” are to toner cartridges designed and manufactured by third-party toner cartridge manufacturers, instead of<br> printer companies, which are compatible for a single or multiple original-brand printer models;
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●	“DDP”<br> are to “delivered duty paid,” meaning that the seller assumes all of the responsibility, risks and costs associated with<br> transporting goods until the buyer receives and transfers them at the destination port;
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●	“doctor<br> blade” are to a mechanical device used to remove excess toner from a printer cylinder;
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●	“DPTC”<br> are to Dragon Product Trade Co., Ltd., a company incorporated in Hong Kong as a limited liability company on March 9, 2020 and an<br> indirectly wholly-owned subsidiary of our Company;
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●	“drop<br> ship” are to a supply chain management method in which the dealer does not keep goods in stock but instead transfers its customer’s<br> orders and shipment details to either the manufacturer, another dealer, or a wholesaler, who then ships the goods directly to the<br> customer;
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●	“EDI”<br> are to electronic data interchange, which is the electronic interchange of business information using a standardized format. It allows<br> one company to send information to another company electronically;
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●	“ERP”<br> are to enterprise resource planning, which is the integrated management of main business processes, often in real time and mediated<br> by software and technology;
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iii

●	“FOB”<br> are to free on board, or delivery of goods on board the vessel at the named port of origin (loading) at the seller’s expense.<br> The buyer is responsible for main carriage/freight, cargo insurance and other costs and risks;
●	“HK$”<br> and “Hong Kong dollars” are to the legal currency of Hong Kong;
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●	“Hong<br> Kong” or “HK” are to the Hong Kong Special Administrative Region of the PRC;
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●	“ISO”<br> are to a series of quality management and quality assurance standards published by International Organization for standardization,<br> a non-government organization based in Geneva, Switzerland, for assessing the quality systems of business organizations;
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●	“IT”<br> are to information technology;
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●	“Jiangxi<br> Leibotai” are to Jiangxi Leibotai E-Tech Co., Ltd., a limited liability company established in the PRC on June 26, 2012 and<br> an indirectly wholly-owned subsidiary of our Company;
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●	“Jiangxi<br> Yibo” are to Jiangxi Yibo E-Tech Co., Ltd., a limited liability company established in the PRC on January 12, 2011 and an indirectly<br> wholly-owned subsidiary of our Company;
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●	“JPTC”<br> are to Joyful Product Trade Co., Limited, a company incorporated in Hong Kong as a limited liability company on March 9, 2020 and<br> an indirectly wholly-owned subsidiary of our Company;
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●	“Mainland<br> China” or “Mainland PRC” are to People’s Republic of China, excluding the special administrative regions<br> of Hong Kong and Macau, and Taiwan;
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●	“ODM”<br> are to original design manufacturing, where a manufacturer designs and manufactures a product with its own technologies and specifications,<br> but such manufacturer is still required to obtain brand authorization and brand name label for such products;
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●	“OPC<br> drums” are to aluminum cylinders coated with a layer of non-toxic, organic-photo conductive material, a key component in toner<br> cartridge;
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●	“OPCL”<br> are to Oriental Poetry Co., Limited, a company incorporated in Hong Kong as a limited liability company on March 5, 2020 and an indirectly<br> wholly-owned subsidiary of our Company;
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●	“original-brand<br> printer companies” are to original-brand printer companies that design and sell printers and corresponding ink/toner cartridges;
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●	“original-brand<br> toner cartridges” are to toner cartridge designed and sold by original-brand printer companies for specific printer model;
●	“page<br> yield” are to a quantitative indicator that measures the product life of toner cartridge, which usually refers to a maximum<br> page count assuming 5% toner coverage rate on A4 sized page;
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●	“PBC”<br> are to Plum Blossom Co., Limited, a company incorporated in Hong Kong as a limited liability company on March 9, 2020 and an indirectly<br> wholly-owned subsidiary of our Company;
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●	“PCBA”<br> are to printed circuit board assembly, a chip set with integrated circuit, printed circuit board and other components assembled with<br> no firmware installed;
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●	“Planet<br> Image Shenzhen” are to Planet Image International Electronics Technology Shenzhen Co., Ltd., a limited liability company established<br> in the PRC and an indirectly wholly-owned subsidiary of our Company;
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●	“primary<br> charge roller” are to a device that applies a uniform, high-voltage negative charge on the OPC drum to level out any remaining<br> charge after one printing image and set the OPC drum ready for new printer image;
●	“private<br> labeling services” are to special requested services that the manufacturers will design labels that contain logo, name, order<br> number and contact information of customers purchasing our white-label products and stick to the packaging boxes;
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●	“Peony<br> Trade Co., Limited,” are to a company incorporated in Hong Kong as a limited liability company on March 9, 2020 and an indirectly<br> wholly-owned subsidiary of our Company;
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●	“remanufactured<br> toner cartridges” are to toner cartridges produced through refurbishing empty cartridges, refilling the toner and replacing<br> any broken parts;
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●	“RMB”<br> and “Renminbi” are to the legal currency of Mainland China;
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●	“search<br> engine optimization” are to the process of increasing the quality and quantity of website traffic by increasing the visibility<br> of a website or web page to users of a web search engine;
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●	“shares,”<br> “Shares,” or “ordinary shares” are to the ordinary shares of the Company, par value HK$0.0001 per share,<br> which include our Class A ordinary shares and Class B ordinary shares, par value HK$0.0001 per share;
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●	“sponsored<br> advertisements” are to a cost-per-click advertising solution to reach customers who are interested in certain products with<br> keyword, product and interest targeting in order to help sellers on online selling platforms to grow customers and boost sales;
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●	“operating<br> subsidiaries” are to those subsidiaries of Planet Image International Limited that have active business operations;
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●	“toner<br> cartridges” are to consumables for use by laser printers, which are composed of chips, toner, rollers and drums;
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●	“toner<br> powder/toner supply” are to imaging material used by laser printers; usually categorized into black toner powder and color<br> toner powder;
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●	“UK”<br> are to the United Kingdom, made up of England, Scotland, Wales and Northern Ireland;
●	“U.S.”,<br> “US” or “United States” are to United States of America, its territories, its possessions and all areas subject<br> to its jurisdiction;
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●	“US$,”<br> “$” and “U.S. dollars” are to the legal currency of the United States;
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●	“we,”<br> “us,” “our company,” “our” or “Planet Image” are to Planet Image International Limited,<br> our Cayman Islands holding company, and its predecessor entity and its subsidiaries as the context requires;
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●	“wipe<br> blade” are to a mechanical device used to scrape any exceed toner off the surface of the toner cartridge, the printer paper<br> and transfer belt;
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●	“World<br> Intellectual Property Organization” are to one of the 15 specialized agencies of the United Nations created in 1967 to encourage<br> creative activity, to promote the protection of intellectual property throughout the world;
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●	“WPC”<br> are to White Poplar Co., Limited, a company incorporated in Hong Kong as a limited liability company on March 9, 2020 and an indirectly<br> wholly-owned subsidiary of our Company;
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●	“Yantuo”<br> are to Yantuo (Guangdong) Technology Co., Ltd., formerly known as Zhongshan Yantuo Printing Device Co., Ltd., a limited liability<br> company established in Mainland PRC on April 8, 2013 and an indirectly wholly-owned subsidiary of our Company.
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This annual report on Form 20-F includes our audited consolidated financial statements for the years ended December 31, 2025, 2024, and 2023.

Unless otherwise noted, all translations from certain foreign currencies to U.S. dollars and from U.S. dollars to certain foreign currencies in this annual report are made as follows:



Period end RMB: exchange<br> rate	US1=RMB7.1891	US$1=RMB7.0175
Period end : exchange rate	US1=0.9615	US$1=EUR0.8547
Period end : exchange rate	US1=0.7937	US$1=GBP0.7463

All values are in US Dollars.



Average RMB: exchange<br> rate	US1=RMB7.0472	US1=RMB7.1124	US$1=RMB7.1429
Average : exchange rate	US1=0.9231	US1=0.9234	US$1=EUR0.8872
Average : exchange rate	US1=0.8021	US1=0.7815	US$1=GBP0.7580

All values are in US Dollars.

Part I

ITEM

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not Applicable.

ITEM

OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM

KEY INFORMATION

As used in this annual report, (i) “we,” “us,” “our company,” or “our” refers to Planet Image International Limited, and, when describing Planet Image International Limited’s consolidated financial information, also includes its subsidiaries; (ii) “our subsidiaries” refers to the direct and indirect subsidiaries of Planet Image International Limited; and (iii) “our operating subsidiaries” refers to the direct and indirect subsidiaries of Planet Image International Limited with operating activities, namely (a) Jiangxi Yibo E-Tech Co., Ltd., Jiangxi Leibotai E-Tech Co., Ltd., Yantuo (Guangdong) Technology Co., Ltd., and Planet Image International Electronics Technology Shenzhen Co., Ltd., our operating subsidiaries formed in Mainland China, (b) Access Supplies Limited, our operating subsidiary formed in Hong Kong, (c) Aster Graphics Inc., our operating subsidiary formed in the State of California; (d) Aster Technology Holland B.V., our operating subsidiary formed in the Netherlands, (e) Aster Technology Italia S.R.L., an operating subsidiary formed in Italy, (f) Aster Supplies GmbH, an operating subsidiary formed in Germany, (g) Aster Technology France, an operating subsidiary formed in France, and (h) Aster Technology UK Ltd., an operating subsidiary formed in the United Kingdom.

We face risks arising from the legal system in China including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice. The Chinese government may intervene or influence the operating subsidiaries’ operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in the operating subsidiaries’ operations and/or the value of our Class A ordinary shares. Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to continue to offer our securities to investors and cause the value of such securities to significantly decline or be worthless. See “Item 3. Key Information—D. Risk Factors — Risks Relating to Doing Business in the PRC — The Chinese government exerts substantial influence over the manner in which the PRC subsidiaries must conduct their business activities and may intervene or influence their operations at any time, which could result in a material change in their operations and the value of our Class A ordinary shares.”

We and our subsidiaries are required to obtain the following requisite licenses and approvals for our operations in Mainland China:

Company Name	Scope of Business Operation	Governmental Permission Required	Status
Jiangxi<br> Yibo	(i) production,<br> processing and sales of laser printers and laser toner cartridges, toner, inkjet printers<br> and ink cartridges, inks, computer peripherals and other printer consumables and accessories<br> for the above products;<br><br> <br>(ii) electronic<br> product research and development;<br><br> <br>(iii) electronic<br> product technology development; and<br><br> <br>(iv) printer<br> and consumable software design and development	Not<br> required	N/A
	Import<br> and export of goods and technology	Record-filing<br> of customs declaration entities	Completed
Yantuo	(i) Sales<br> service of printer consumables and related accessories;<br><br> <br>(ii) technical<br> consultation;<br><br> <br>(iii) commodity<br> circulation information consultation; and<br><br> <br>(iv) marketing<br> planning	Not<br> required	N/A
	Import<br> and export of goods and technology	Record-filing<br> of customs declaration entities	Completed
Jiangxi Leibotai	Procurement<br> and sales of printer toner cartridges and their materials and accessories	Not<br> required	N/A
	Import<br> and export of goods and technology	Record-filing<br> of customs declaration entities	Completed
Planet<br> Image Shenzhen	Sales<br> service of printer consumables and related accessories;	Not<br> required	N/A

We believe that each of our Mainland PRC subsidiaries has all requisite permissions or approvals to conduct its business in the manner presently conducted and described in this annual report. Other than the licenses and approvals disclosed in this annual report that our Mainland PRC subsidiaries have obtained for a domestic company in China to engage in the similar businesses, as of the date of this annual report, neither we nor any of our Mainland PRC subsidiaries is required to obtain any permission from any PRC authorities, including, but not limited to, the Cyberspace Administration of China, to conduct its operations. Additionally, the operation of ASL, our Hong Kong subsidiary, being the online retail of toner cartridge products, does not require any permission or approval from the Chinese authorities, including Mainland PRC authorities and Hong Kong local authorities. If we do not receive or maintain the approvals, or we inadvertently conclude that such approvals are not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to an investigation by competent regulators, fines or penalties, ordered to suspend our relevant business and rectify, prohibited from engaging in relevant business, and these risks could result in a material adverse change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.

On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) released Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (hereinafter referred to as the “Administration Measures”, which came into force on March 31, 2023), five supporting guidelines, as well as Notice on Filing Management Arrangements for Overseas Listings of Domestic Enterprises (hereinafter referred to as the “Notice”). According to the Administration Measures and the Notice, overseas offering and listing refers to overseas offerings by domestic companies of equity shares, depository receipts, convertible corporate bonds, or other equity-like securities, and overseas listing of the securities for trading. Overseas offering and listing, which is specifically divided into direct overseas offerings and listing and indirect overseas offerings and listing, shall be filed in accordance with the Administration Measures. According to the Notice, the domestic companies that have submitted valid applications for overseas issuance and listing but have not been approved by overseas regulatory authorities or overseas stock exchanges at the date of effectiveness of the Administration Measures can reasonably arrange the timing of filing applications and should complete the filing before the overseas issuance and listing. On September 25, 2023, we received CSRC’s approval of our initial public offering under the Administration Measures. Since January 25, 2024, our Class A ordinary shares have been listed on the Nasdaq Stock Market (“Nasdaq”). In the future, in the event that we conduct any subsequent offerings, we could be subject to filing requirements with the CSRC. In such event, if our filing procedures are not completed according to the Administration Measures or if our filing materials contain false records, misleading statements or material omissions, the CSRC may order rectify such non-compliance, issue a warning, and impose a fine of not less than RMB1 million and not more than RMB10 million. These risks could completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.

On February 24, 2023, the CSRC, Ministry of Finance of the PRC, National Administration of State Secrets Protection and National Archives Administration of China jointly issued the Provisions on Strengthening the Confidentiality and Archive Management Work Relating to the Overseas Securities Offering and Listing, or the Confidentiality Provisions, which came into effect on March 31, 2023 with the Administrative Measures. The Confidentiality Provisions require that, among other things, (a) a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level; and (b) domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations. Any failure or perceived failure by the company or its PRC subsidiary to comply with the above confidentiality and archives administration requirements under the Confidentiality Provisions, and other PRC laws and regulations may result in the relevant entities being held legally liable by competent authorities, and referred to the judicial organ to be investigated for criminal liability if suspected of committing a crime.

For details on the above-mentioned matters, see “Item 3. Key Information—D. Risk Factors — Risks Relating to Doing Business in the PRC — The Chinese government exerts substantial influence over the manner in which the PRC subsidiaries must conduct their business activities and may intervene or influence their operations at any time, which could result in a material change in their operations and the value of our Class A ordinary shares.” Other than the filing requirement under the Administrative Measures, we, our Mainland PRC subsidiaries, and our Hong Kong subsidiaries are not required to obtain any permission or approval from the Chinese authorities under current PRC laws and regulations for the offering of securities to foreign investors.

The legal and operational risks associated with operating in Mainland China also apply to our operations in Hong Kong, including that the PRC government has significant authority to intervene or influence our Hong Kong subsidiaries at any time, which could result in a material adverse change to our business, prospects, financial condition, and results of operations, and the value of our securities. Hong Kong was established as a special administrative region of the PRC in accordance with Article 31 of the Constitution of the PRC. Pursuant to the Basic Law, which was adopted and promulgated on April 4, 1990 and became effective on July 1, 1997, when the PRC resumed the exercise of sovereignty over Hong Kong, Hong Kong is authorized by the National People’s Congress of the PRC to exercise a high degree of autonomy and enjoy executive, legislative, and independent judicial power, under the principle of “one country, two systems,” and the PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs, and other matters that are not within the scope of autonomy). Further, according to Article 5 of the Basic Law, the capitalist system and the way of life in Hong Kong shall remain unchanged for 50 years since the handover on July 1, 1997. However, there is no assurance that there will not be any changes in the economic, political, and legal environment in Hong Kong in the future. If there is a significant change to current political arrangements between Mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, our Hong Kong subsidiaries may become subject to PRC laws or authorities. See “Item 3. Key Information—D. Risk Factors — Risks Relating to Doing Business in the PRC — We may be subject to uncertainty about any changes in the economic, political and legal environment in Hong Kong, and it is possible that most of the legal and operational risks associated with operating in Mainland PRC may also apply to operations in Hong Kong in the future” and “— Our operations in Hong Kong are governed by the laws and regulations in Hong Kong. If there is significant change to current political arrangements between Mainland China and Hong Kong, the PRC government may intervene or influence our Hong Kong operations, which could result in a material change in our operations in Hong Kong.”

In addition, trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act, or the HFCAA, if the U.S. Public Company Accounting Oversight Board, or the PCAOB, determines that it cannot inspect the workpapers prepared by our auditor for two consecutive years, and that as a result an exchange may determine to delist our securities. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act and on December 29, 2022, the Consolidated Appropriations Act was signed into law, which contained, among other things, an identical provision to Accelerating Holding Foreign Companies Accountable Act and reduced the number of consecutive non-inspection years required for triggering the prohibitions under the Holding Foreign Companies Accountable Act from three years to two. On December 16, 2021, the PCAOB issued a report on its determination that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in Mainland China and in Hong Kong because of positions taken by Mainland PRC and Hong Kong authorities in those jurisdictions. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in Mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. Our securities may be delisted or prohibited from trading if the PCAOB determines that it cannot inspect or investigate completely our auditor under the HFCAA.

Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this annual report, as an auditor of companies that are traded publicly in the U.S. and a firm registered with the PCAOB, is subject to laws in the U.S., pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our auditor, HTL International, LLC, is headquartered in Houston, Texas, and is subject to inspection by the PCAOB. It has not been inspected since it was registered with the PCAOB in 2023. Additionally, our auditor is not subject to the determination announced by the PCAOB on December 16, 2021. See “Item 3. Key Information—D. Risk Factors — Risks Relating to Our Business and Industry — Our Class A ordinary shares may be delisted and prohibited from being traded under the HFCAA if the PCAOB is unable to inspect our auditors. The delisting and the cessation of trading of our Class A ordinary shares, or the threat of their being delisted and prohibited from being traded, may materially and adversely affect the value of your investment.”

RecentDevelopment

On December 31, 2025, the Company entered into agreements for the sale of ten (10) wholly-owned subsidiary companies, which operated online stores in connection with the Company’s overseas B2C business, to an independent third party (the “Purchaser”), as part of a strategic restructuring to streamline operations and optimize its business portfolio. The subsidiary companies sold include entities incorporated in Hong Kong, the State of Delaware in the U.S., and the Netherlands, for an aggregate consideration of US$100,000. In addition, the Company entered into trademark transfer agreements for the sale of the ACCESS trademark portfolio (registered in United States) and two ASTER trademark portfolios (registered in Netherlands and United States) for an aggregate consideration of US$50,000. The total aggregate consideration for all subsidiary companies and trademark portfolios (the “Disposition”) is US$150,000. The transactions were approved by the Board of Directors of the Company through written resolutions dated December 30, 2025, and the consideration for each subsidiary and trademark portfolio has been paid in cash by the Purchaser and received by the Company. The sale of the subsidiary companies includes the transfer of all issued and outstanding shares in each respective subsidiary to the Purchaser, free and clear of all liens, charges, and encumbrances. As of the date of this annual report, the equity interests in nine (9) of the ten (10) subsidiary companies have been transferred to the Purchaser. The transfer of equity interests in Proimage B.V., a company incorporated in the Netherlands, is currently in process; however, the operational control and management rights of Proimage B.V. have been transferred to the Purchaser. Following the Disposition, the Company continues to operate one (1) online store on the Walmart platform, through which it sells self-branded product inventory manufactured and household products purchased prior to the Disposition. Upon the sale of all remaining inventory, such online store will cease operations. The Company does not expect the Disposition to have a material adverse impact on its ongoing business operations.

CashTransfer and Dividend Distributions

CashTransfers To Date

We conduct our business operations in Mainland China through our Mainland PRC subsidiaries. If needed, our Cayman Islands holding company can transfer cash to its Mainland PRC subsidiaries through loans and/or capital contributions, and our Mainland PRC subsidiaries can transfer cash to our Cayman Islands holding company through loans and/or issuing dividends or other distributions. Cash flows have occurred between our Cayman Islands holding company and our subsidiaries. Our Cayman Islands holding company, which was incorporated in August 2019, received cash in the amount of US$27,040, US$5.5 million, US$1.3 million, US$0.5 million, US$1.0 million, US$0.17 million, nil and nil for the years ended December 31, 2019, 2020, 2021, 2022, 2023, 2024 and 2025, and from January 1, 2026 to the date of this annual report, respectively, from our subsidiaries for operating activities. Our subsidiaries received cash in the amount of US$13.7 million, US$4.7 million, US$0.8 million, nil, US$2,600, US$703, US$2,600 and nil for the years ended December 31, 2019, 2020, 2021, 2022, 2023, 2024 and 2025, and from January 1, 2026 to the date of this annual report, respectively, from our Cayman Islands holding company for operating activities. To date, no cash flow has occurred between our Cayman Islands holding company and our Mainland PRC subsidiaries. To date, our Cayman Islands holding company has received cash in an aggregate amount of US$2.9 million from our subsidiaries in Hong Kong for operating activities, and our subsidiaries in Hong Kong have received cash from our Cayman Islands holding company in an aggregate amount of US$14.4 million for operating activities. Such cash transactions for the years ended December 31, 2023, 2024 and 2025 were included in net cash generated from operating activities together with our Cayman Islands holding company’s other operational cash transactions in its financial statements. See “Note 19 Condensed Financial Information of the Parent Company — Condensed statements of cash flows” in our financial statements appearing elsewhere in this annual report.

The following table summarizes the cash flows that occurred between our Mainland PRC subsidiaries and our other subsidiaries for the years ended December 31, 2023, 2024 and 2025.

PRC Subsidiaries		Amount<br> Received from<br><br>Other<br>Subsidiaries<br><br>(in<br>US)
Jiangxi Yibo	Fiscal Year Ended December 31,<br> 2023	From Aster HK	—
	Fiscal Year Ended December 31, 2024	From Aster HK	—
	Fiscal Year Ended December 31, 2025	From Aster HK	158,491
Jiangxi Leibotai	Fiscal Year Ended December 31, 2023	—	—
	Fiscal Year Ended December 31, 2024	—	—
	Fiscal Year Ended December 31, 2025	—	—
Yantuo	Fiscal Year Ended December 31, 2023	From Aster HK	—
	Fiscal Year Ended December 31, 2024	From Aster HK	—
	Fiscal Year Ended December 31, 2025	From Aster HK	—
Planet Image Shenzhen	Fiscal Year Ended December 31, 2023	—	—
	Fiscal Year Ended December 31, 2024	—	—
	Fiscal Year Ended<br> December 31, 2025	—	—
Total:			158,491

All values are in US Dollars.

Restrictionsand Limitations on Cash Transfers and Dividend and Other Distributions

Fromour Mainland PRC subsidiaries to their parent companies

Current PRC regulations permit our Mainland PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with Mainland PRC accounting standards and regulations. A Mainland PRC subsidiary of ours is required to set aside 10% of its after-tax profits to fund a statutory reserve until such reserve reaches 50% of its registered capital if it distributes its after-tax profits for the current financial year. For details, see “Item 3. Key Information—D. Risk Factors — Risk Relating to Doing Business in the PRC — We may rely on dividends and other distributions on equity paid by our Mainland PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our Mainland PRC subsidiaries to make payments to us and any tax we are required to pay could have a material and adverse effect on our ability to conduct our business.” In addition, cash transfers from our Cayman Islands holding company are subject to applicable Mainland PRC laws and regulations on loans and direct investment. For details, see “Item 3. Key Information—D. Risk Factors — Risk Relating to Doing Business in the PRC — PRC regulations of loans and direct investment by offshore holding companies to Mainland PRC entities may delay or prevent us from using the proceeds of our offshore financing to make loans or additional capital contributions to our Mainland PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.”

In addition, the PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of Mainland China. Although we receive a significant portion of our revenues in U.S. dollars, under our current corporate structure, we may still rely on dividend payments from our Mainland PRC subsidiaries to fund any additional cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of Mainland China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we need to obtain SAFE approval to use cash generated from the operations of our Mainland PRC subsidiaries to pay off their respective debt in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside Mainland China in a currency other than Renminbi. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our Class A ordinary shares. See “Item 3. Key Information—D. Risk Factors — Risk Relating to Doing Business in the PRC — Restrictions on the remittance of Renminbi into and out of Mainland China and government control of currency conversion may limit our ability to pay dividends and other obligations, and affect the value of your investment.”

Fromour Cayman Islands holding company to U.S. investors

Our Cayman Islands holding company will be able to pay dividends and make other distributions to its shareholders, including U.S. investors, provided that it (i) has either sufficient profits or retained profits, when the dividend is to be declared and paid from profits, or sufficient share premium and satisfies the solvency test as defined under the Companies Act, when the dividend is to be paid from share premium, and (ii) complies with the provisions in our Cayman Islands holding company’s memorandum and articles of association then in effect.

Our Cayman Islands holding company has not declared or paid dividends or made distributions to its subsidiaries or to investors in the past, nor have any dividends or distributions been made by a subsidiary to the Cayman Islands holding company. Our board of directors has complete discretion on whether to distribute dividends, subject to applicable laws. We do not have any current plan to declare or pay any cash dividends on our Class A ordinary shares in the foreseeable future. See “Item 3. Key Information—D. Risk Factors — Risks Relating to Our Class A Ordinary Shares and the Trading Market — We currently do not expect to pay dividends in the foreseeable future, and you must rely on price appreciation of our Class A ordinary shares for return on your investment.”

U.S. investors will not be subject to Cayman Islands, Mainland PRC, or Hong Kong taxation on dividend distributions, and no withholding will be required on the payment of dividends or distributions to them, while they may be subject to U.S. federal income tax for receiving dividends, to the extent that the distribution is paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. See “Item 10. Additional Information—E. Taxation—Material U.S. Federal Income Tax Consequences.”

Fromour Cayman Islands holding company to our Mainland PRC subsidiaries

Cash transfers from our Cayman Islands holding company are subject to applicable Mainland PRC laws and regulations on loans and direct investment. We may transfer funds to our Mainland PRC subsidiaries or finance our Mainland PRC subsidiaries by means of shareholders’ loans or capital contributions. Any loans to our Mainland PRC subsidiaries, which are foreign-invested enterprises, cannot exceed a statutory limit, and shall be filed with the State Administration of Foreign Exchange, or SAFE, or its local counterparts. Furthermore, any capital contributions we make to our Mainland PRC subsidiaries shall be registered with the PRC State Administration for Market Regulation or its local counterparts, and filed with the Ministry of Commerce (“MOFCOM”) or its local counterparts. On March 30, 2015, SAFE promulgated the Circular on Reforming the Administration Measures on Conversion of Foreign Exchange Registered Capital of Foreign-invested Enterprises, or SAFE Circular 19. SAFE Circular 19, however, allows foreign invested enterprises in Mainland China to use their registered capital settled in RMB converted from foreign currencies to make equity investments, but the registered capital of a foreign invested company settled in RMB converted from foreign currencies remains not allowed to be used, among other things, for investment in the security markets, or offering entrustment loans, unless otherwise regulated by other laws and regulations. On June 9, 2016, SAFE further issued the Circular of the State Administration of Foreign Exchange on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or SAFE Circular 16, which, among other things, amended certain provisions of Circular 19. According to SAFE Circular 19 and SAFE Circular 16, the flow and use of the RMB capital converted from foreign currency-denominated registered capital of a foreign invested company is regulated such that Renminbi capital may not be used for purposes beyond its business scope or to provide loans to non-affiliates unless otherwise permitted under its business scope. On October 23, 2019, SAFE promulgated the Circular of the State Administration of Foreign Exchange on Further Promoting the Facilitation of Cross-Border Trade and Investment, or SAFE Circular 28, which removes the restrictions on domestic equity investments by non-investment foreign-invested enterprises with their capital funds, provided that certain conditions are met. The applicable foreign exchange circulars and rules may limit our ability to transfer the net proceeds from our securities offerings to our Mainland PRC subsidiaries and convert the net proceeds into RMB, which may adversely affect our business, financial condition, and results of operations. See “Item 3. Key Information—D. Risk Factors — Risks Relating to Doing Business in the PRC — PRC regulations of loans and direct investment by offshore holding companies to Mainland PRC entities may delay or prevent us from using the proceeds of our offshore financing to make loans or additional capital contributions to our Mainland PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.”

Fromour Hong Kong PRC subsidiaries to their parent companies

Other than Mainland China, operating subsidiaries formed in Hong Kong contributed a material amount of our revenues in the years ended December 31, 2022, 2023 and 2024. The following are descriptions of the restrictions and limitations on our subsidiaries formed in Hong Kong to distribute earnings to the parent company and U.S. investors.

*Hong Kong.*For our Hong Kong subsidiaries to distribute earnings outside Hong Kong, certain daily remittance limits will be imposed by Hong Kong laws and processing banks. Additionally, such remittances should not be used for money laundering or terrorist financing purposes. Registered institutes, such as banks, have their own internal policies, procedures and controls in the relevant operational areas so as to meet their anti-money laundering and counter-financing of terrorism statutory and regulatory requirements and guard against money laundering and terrorist financing.

In the event of distributions, our operating subsidiaries will first distribute to their British Virgin Islands parent companies, which may in turn distribute to our Cayman Islands holding company. In the British Virgin Islands, dividends and distributions are governed by Sections 56 to 58 of the BVI Business Companies Act, which provides that subject to the memorandum and articles of a company, the company’s directors may authorize a distribution to members if in the opinion of the directors, the company will satisfy the solvency test immediately after the distribution. A company satisfies the solvency test if the value of the company’s assets exceeds its liabilities, and the company is able to pay its debts as they fall due.

Other than the legal and regulatory restrictions as described above, cash and capital contributions may be transferred among our Cayman Islands holding company and our subsidiaries.

A.[Reserved]

B.Capitalization and Indebtedness

Not applicable.

C.Reasons for the Offer and Use of Proceeds

Not applicable.

D.Risk Factors

Summaryof Risk Factors

Investing in our securities involves significant risks. You should carefully consider all of the information in this annual report before investing in our securities. Below is a summary of the principal risks we face. These risks are discussed more fully under “Item 3. Key Information—D. Risk Factors.”

RisksRelating to the Business and Industry of the Operating Subsidiaries (for a more detailed discussion, see “Item 3. Key Information—D.Risk Factors—Risks Relating to the Business and Industry of the Operating Subsidiaries”)

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

●	if<br> the products of the operating subsidiaries fail to meet the demands of their customers or to reflect the latest developments in the<br> printer industry, the operating subsidiaries may be unable to retain existing customers or attract new customers, and our business,<br> financial condition and results of operations may be materially and adversely affected. (see page 9 of this annual report);
●	the<br> operating subsidiaries may be exposed to risks of obsolete inventories because technological upgrades by the original-brand printer<br> manufacturers render their toner cartridge products obsolete or due to their failure to manage inventories efficiently. If this occurs,<br> the operating subsidiaries may incur losses for their research and development expenses, production costs and marketing expenses<br> relating to such obsolete inventories (see page 10 of this annual report);
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●	the<br> operating subsidiaries may not be able to maintain or increase the selling prices of their products (see page 11 of this annual report);
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●	raw<br> material purchase prices are subject to fluctuation and the operating subsidiaries could face shortage in supply of their raw materials<br> (see page 11 of this annual report);
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●	the<br> business of the operating subsidiaries relies significantly on export sales which may be adversely affected by present or future<br> export regulations or enforcement (see page 12 of this annual report); and
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●	the<br> operating subsidiaries may fail to maintain an effective quality control system and may be subject to claims by their customers in<br> respect of product quality and compliance with relevant health and safety standards (see page 15 of this annual report).
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RisksRelating to Doing Business in the PRC (for a more detailed discussion, see “Item 3. Key Information—D. Risk Factors—RisksRelating to Doing Business in the PRC”)

A significant portion of our business is conducted in mainland China through the operating subsidiaries, and therefore, we face risks and uncertainties relating to doing business in the PRC in general, including, but not limited to, the following:

●	adverse<br> changes in economic, political and social conditions of the PRC government could have a material adverse effect on the overall economic<br> growth of China, which could adversely affect our business (see “Item 3. Key Information—D. Risk Factors — Risks<br> Relating to Doing Business in the PRC — Adverse changes in economic, political and social conditions of the PRC government<br> could have a material adverse effect on the overall economic growth of China, which could adversely affect our business” on<br> page 23 of this annual report);
●	changes<br> to the PRC legal system could have an adverse effect on us (see “Item 3. Key Information—D. Risk Factors — Risks<br> Relating to Doing Business in the PRC — Changes to the PRC legal system could have an adverse effect on us” on page<br> 23 of this annual report);
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●	the<br> Chinese government exerts substantial influence over the manner in which the PRC subsidiaries must conduct their business activities<br> and may intervene or influence their operations at any time, which could result in a material change in their operations and the<br> value of our Class A ordinary shares (see “Item 3. Key Information—D. Risk Factors — Risks Relating to<br> Doing Business in the PRC — The Chinese government exerts substantial influence over the manner in which the PRC subsidiaries<br> must conduct their business activities and may intervene or influence their operations at any time, which could result in a material<br> change in their operations and the value of our Class A ordinary shares” on page 23 of this annual report);
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●	we<br> may rely on dividends and other distributions on equity paid by our Mainland PRC subsidiaries to fund any cash and financing requirements<br> we may have, and any limitation on the ability of our Mainland PRC subsidiaries to make payments to us and any tax we are required<br> to pay could have a material and adverse effect on our ability to conduct our business (see “Item 3. Key Information—D.<br> Risk Factors — Risks Relating to Doing Business in the PRC — We may rely on dividends and other distributions<br> on equity paid by our Mainland PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the<br> ability of our Mainland PRC subsidiaries to make payments to us and any tax we are required to pay could have a material and adverse<br> effect on our ability to conduct our business” on page 25 of this annual report);
●	PRC<br> regulations of loans and direct investment by offshore holding companies to Mainland PRC entities may delay or prevent us from using<br> the proceeds of our offshore financing to make loans or additional capital contributions to our Mainland PRC subsidiaries, which<br> could materially and adversely affect our liquidity and our ability to fund and expand our business (see “Item 3. Key Information—D.<br> Risk Factors — Risks Relating to Doing Business in the PRC — PRC regulations of loans and direct investment<br> by offshore holding companies to Mainland PRC entities may delay or prevent us from using the proceeds of our offshore financing<br> to make loans or additional capital contributions to our Mainland PRC subsidiaries, which could materially and adversely affect our<br> liquidity and our ability to fund and expand our business” on page 26 of this annual report);
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●	if<br> we are classified as a Mainland PRC resident enterprise for Mainland PRC income tax purposes, such classification could result in<br> unfavorable tax consequences to us and our non-Mainland PRC shareholders (see “Item 3. Key Information—D. Risk Factors — Risks<br> Relating to Doing Business in the PRC — If we are classified as a Mainland PRC resident enterprise for Mainland PRC income<br> tax purposes, such classification could result in unfavorable tax consequences to us and our non-Mainland PRC shareholders”<br> on page 30 of this annual report);
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●	we<br> may be subject to uncertainty about any changes in the economic, political and legal environment in Hong Kong, and it is possible<br> that most of the legal and operational risks associated with operating in Mainland PRC may also apply to operations in Hong Kong<br> in the future (see “Item 3. Key Information—D. Risk Factors — Risks Relating to Doing Business in the<br> PRC — We may be subject to uncertainty about any changes in the economic, political and legal environment in Hong Kong,<br> and it is possible that most of the legal and operational risks associated with operating in Mainland PRC may also apply to operations<br> in Hong Kong in the future” on page 31 of this annual report);
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●	our<br> operations in Hong Kong are governed by the laws and regulations in Hong Kong. If there is significant change to current political<br> arrangements between Mainland China and Hong Kong, the PRC government may intervene or influence our Hong Kong operations, which<br> could result in a material change in our operations in Hong Kong (see “Item 3. Key Information—D. Risk Factors — Risks<br> Relating to Doing Business in the PRC — Our operations in Hong Kong are governed by the laws and regulations in Hong Kong.<br> If there is significant change to current political arrangements between Mainland China and Hong Kong, the PRC government may intervene<br> or influence our Hong Kong operations, which could result in a material change in our operations in Hong Kong” on page 31 of<br> this annual report); and
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●	to<br> the extent cash in the business is in the PRC, the funds may not be available to fund operations or for other use outside of the<br> PRC due to interventions in or the imposition of restrictions and limitations on the ability of our Company or our subsidiaries by<br> the PRC government to transfer cash (see “Item 3. Key Information—D. Risk Factors — Risks Relating to<br> Doing Business in the PRC — To the extent cash in the business is in the PRC, the funds may not be available to fund operations<br> or for other use outside of the PRC due to interventions in or the imposition of restrictions and limitations on the ability of our<br> Company or our subsidiaries by the PRC government to transfer cash” on page 32 of this annual report).
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RisksRelating to Our Class A Ordinary Shares and the Trading Market (for a more detailed discussion, see “Item 3. Key Information—D.Risk Factors— Risks Relating to Our Class A Ordinary Shares and the Trading Market”)

In addition to the risks described above, we are subject to general risks and uncertainties relating to our Class A ordinary shares and the trading market, including, but not limited to, the following:

●	Nasdaq<br> has recently adopted and proposed new listing rules that could result in the accelerated delisting of our Class A ordinary shares<br> (see page 32 of this annual report);
●	the<br> trading price of our Class A ordinary shares is likely to be volatile, which could result in substantial losses to investors (see<br> page 33 of this annual report);
●	substantial<br> future sales or perceived potential sales of our Class A ordinary shares in the public market could cause the price of our Class<br> A ordinary shares to decline (see page 36 of this annual report);
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●	if<br> we fail to establish and maintain proper internal financial reporting controls, our ability to produce accurate financial statements<br> or comply with applicable regulations could be impaired (see page 38 of this annual report); and
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●	as<br> a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance<br> matters that differ significantly from the Nasdaq listing standards. These practices may afford less protection to shareholders than<br> they would enjoy if we complied fully with corporate governance listing standards (see page 38 of this annual report).
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RisksRelating to the Business and Industry of the Operating Entities

Ifthe operating subsidiaries’ products fail to meet the demands of their customers or to reflect the latest developments in the compatibletoner cartridge market, the operating subsidiaries may be unable to retain existing customers or attract new customers, and our business,financial condition and results of operations may be materially and adversely affected.

The compatible toner cartridge market is characterized by rapid technological development and continual introduction of new models. As a specialized manufacturer of toner cartridges, our future success depends largely on (i) the ability to continually update and launch new products that can be used in updated or new printer models that come to the market from time to time, (ii) the number of customers using products offered by the operating subsidiaries, and (iii) the price that they are willing to pay for those products. If the operating subsidiaries’ products fail to meet customer demands in terms of product quality and functionality or to respond to the latest developments in the compatible toner cartridge market, the operating subsidiaries may not be able to maintain their existing customer base or attract new customers. In addition, the operating subsidiaries may not be able to maintain the current selling prices of their products. Some factors that may affect the ability of the operating subsidiaries to meet customer demands and to attract customers include: their ability to (i) develop or acquire the necessary technical know-how to design and manufacture new products and enhance or adapt existing products to respond to changes in printer technologies, market trends and customer demands; (ii) manage their growth while maintaining the consistency of their product quality, promote their products to a broader base of prospective customers; and (iii) provide satisfactory customer support and after-sale services in a timely manner. If the operating subsidiaries are unable to retain existing customers and continue to attract new customers to use those products offered by the operating subsidiaries and to increase new customers’ spending with the operating subsidiaries, our business, financial condition and results of operations may be materially and adversely affected.

Theoperating subsidiaries’ ability to compete effectively may be hampered if their intellectual property rights are infringed on bythird-parties or, on the other hand, if they are alleged or found to have infringed on the intellectual property rights of others.

In their business operations, the operating subsidiaries have developed trademarks, patents, industry know-how, product formulas, production processes, technologies and other intellectual property rights that we believe are of significant value to the operating subsidiaries’ operations. As of December 31, 2025, through the operating subsidiaries, we owned 409 registered patents in the U.S., Europe, and Mainland China, a total of 122 trademarks registered in the U.S., Europe, Mainland PRC and Hong Kong, and two (2] registered domain names. In addition, through the operating subsidiaries, we are in the process of applying for 142 patents worldwide. See “Item 4. Information on the Company —B. Business Overview — Intellectual Property” for details.

It may be possible for third parties to obtain and use products, know-how and technologies under intellectual property rights owned by the operating subsidiaries without authorization, or for third parties to copy or imitate products, know-how and technologies under the operating subsidiaries’ intellectual property rights, thereby causing confusion and mislead end-users to believe the counterfeit products, which are usually of poor quality, are products of the operating subsidiaries. This may adversely affect the sales, damage the reputation, and tarnish the brand of the operating subsidiaries, and increase any administrative costs to be incurred by the operating subsidiaries in respect of detection, investigation and initiation of the legal proceedings of the infringement. We cannot assure you that the operating subsidiaries’ intellectual property rights will not be misappropriated by third parties and, if such misappropriations do occur, that we will be able to detect and address them timely and effectively.

On the other hand, we cannot assure you that the operating subsidiaries’ intellectual property rights will not be challenged by third parties, whether with or without merit. Certain unrelated third parties may own intellectual property rights which may be considered to be similar to those of the operating subsidiaries. We could face difficulty and incur material expenses during our future expansion because of the existence of any similar patents owned by unrelated third parties.

We and the operating subsidiaries may from time to time be required to institute or be involved in litigation, arbitration or other forms of proceedings, including settlements, to enforce or defend the operating subsidiaries’ intellectual property rights, which would likely be time-consuming and expensive and may divert our management’s time and attention regardless of their outcome. If we and/or the operating subsidiaries fail the defend against such litigations, we and/or the operating subsidiaries may be ordered to pay a material amount as penalty, refrain from using such patents, know-hows or licenses, require pre-approvals of future designed products and stop selling our products that are related to them in particular regions or countries. For the years ended December 31, 2023, 2024 and 2025, the total patent registration and patent litigation costs we incurred amounted to US$0.14 million, US$0.25 million and US$0.14 million, respectively.

If any third party infringes on the intellectual property rights of the operating subsidiaries or if we or the operating subsidiaries are alleged or found to have infringed on the intellectual property rights of others, it may materially and adversely affect our business, financial condition and results of operations.

Theoperating subsidiaries may be exposed to risks of obsolete inventories because technological upgrades by the original-brand printer manufacturersrender their toner cartridge products obsolete or due to their failure to manage inventories efficiently. If this occurs, we may incurlosses for our research and development expenses, production costs and marketing expenses relating to such obsolete inventories.

Generally, through the operating subsidiaries, we begin to research, design and develop a compatible toner cartridge after a new printer model is introduced to the market. As each printer typically has a unique hardware and software system, a compatible toner cartridge usually only works with specific printer models for which they are designed. As such, there exists a risk that during the period while the operating subsidiaries’ compatible toner cartridge is under development or sometime after they began selling the compatible toner cartridge, the original-brand printer manufacturer may conduct an upgrade of its printer which renders the operating subsidiaries’ toner cartridge not compatible with it anymore. If this occurs, we may not be able to recover the research and development expenses, production costs and marketing expenses we incurred in connection with the toner cartridge product. In addition, the operating subsidiaries may receive requests from customers for product return or exchange due to upgrades by original-brand printer manufacturers which rendered such products not compatible anymore. Upgrades by original-brand printer manufacturers are beyond our control. If such upgrades are frequent and substantial, it may result in more product returns and exchanges for the operating subsidiaries, as well as losses for research and development expenses, production costs and marketing expenses, and our business, financial condition and results of operations may be materially and adversely affected.

Our inventories consist of raw materials, work-in-progress and finished goods. For branded products and white-label products, the operating subsidiaries’ sales and marketing department, based on their understanding of historical sales and perceived market trends, formulates annual sales targets at our Company’s level and at the regional level. The operating subsidiaries manufacture their ODM products on a made-to-order basis. See “Item 4. Information on the Company — B. Business Overview — Logistics and Warehousing — Inventory control.” We believe that maintaining an appropriate level of inventories helps the operating subsidiaries deliver their products to meet the market demands in a timely manner. For the years ended December 31, 2023, 2024 and 2025, the operating subsidiaries’ balance of inventories amounted to approximately US$17.5 million, US$20.6 million and US$14.6 million, respectively, and the operating subsidiaries’ inventory turnover days were 78.3 days, 76.1 days and 62.3 days, respectively. We cannot assure you that the operating subsidiaries will not experience any slow movement of inventories or that the operating subsidiaries’ inventories will not become obsolete, which may be caused by the reduced sales of the operating subsidiaries due to change in consumer demand or preferences, change of marketing strategy by the operating subsidiaries’ customers or incorrect estimation of the market demand for their products. If the operating subsidiaries fail to manage their inventories effectively or are unable to sell their excess inventories, the operating subsidiaries may face a risk of inventory obsolescence and/or significant inventory write-downs, which may impose pressure on our operating cash flow, and materially and adversely affect our business, financial condition, and results of operations.

Theoperating subsidiaries may not be able to maintain or increase the selling prices of their products.

Our results of operations are affected by the pricing of the operating subsidiaries’ products. For ODM products and white-label products, the operating subsidiaries generally price their products on the basis of a cost-plus calculation of the costs involved in manufacturing, and with reference to the prevailing market prices. For new ODM products, the operating subsidiaries generally review and adjust the price list every month. The ability of the operating subsidiaries to offer competitive prices and launch new patented products quickly after the original-brand products are released are critical factors, among other factors, in securing orders from their customers. The operating subsidiaries are generally able to maintain current pricing strategies for their products as a result of our localized operation and ancillary services provided to offline customers including drop ship service, private labeling and customized packing services. For branded products sold on the Walmart platform, the operating subsidiaries generally set the retail price based on the base selling prices, marketing expenses, fees paid to online selling platforms, different brand positioning and prices of competing products. If for any reason market perception of the operating subsidiaries should change for the worse, the operating subsidiaries may not be able to maintain or increase the selling prices of their products, which would have a material and adverse effect on our business, financial condition and results of operations. As more competitors are able to catch up with industry leaders by providing products of the latest printer models, the overall export price has shown a decreasing trend to reflect the intense competition. In addition, if the operating subsidiaries’ suppliers raise their prices and the operating subsidiaries are unable to pass it on to their customers, our profit margins will be reduced, and our financial condition and results of operations would be negatively affected.

Rawmaterial purchase prices are subject to fluctuation and the operating subsidiaries could face shortage in supply of their raw materials.

Our cost of inventory sold mainly consists of the raw materials used in the production of toner cartridges, such as OPC drum, toner and chips. Our cost of inventory sold accounted for 81.6%, 76.4% and 80.5%, respectively, of our total cost of sales for the years ended December 31, 2023, 2024 and 2025. Depending on the market supply and demand conditions, prices of raw materials for the operating subsidiaries fluctuate and are influenced by the economic growth in the PRC, the prevailing prices of the global market and the availability of such raw materials, all of which are beyond our control. A significant volatility in the price levels of raw materials could increase our cost of sales and adversely affect our profit margin. We and the operating subsidiaries have not hedged against changes in commodity prices, and we and the operating subsidiaries do not intend to enter into such hedges in the future. We expect that raw materials prices will continue to fluctuate and be affected by the factors stated above in the future. As such, an increase in the prices of raw materials, inability to pass on or delay in passing on any increase in our costs of raw materials to consumers or inability to identify and source from alternative suppliers may have a significant impact on our profit margin and our profitability. The operating subsidiaries do not have long-term contractual arrangements with their suppliers. If all or a significant number of the suppliers for any particular raw material and/or packaging material are unable or unwilling to meet the operating subsidiaries’ production requirements, or if the operating subsidiaries are unable to obtain raw materials in quantities and of the quality the operating subsidiaries require at commercially reasonable prices, the production volume, product quality or our profitability may deteriorate and we could suffer shortages or significant cost increases which in turn may have a material adverse impact on our business, financial condition and results of operations.

Anyinterruption in the normal operations of the operating subsidiaries’ warehouses may have an adverse impact on the operating subsidiaries’ability to fulfill orders from their customers and business operations.

The operating subsidiaries’ ability to fulfill customer orders on a timely basis is critical to their business operations and depends on the smooth operation of the operating subsidiaries’ warehouses. If the operating subsidiaries do not operate their warehouses well, it could result in delays in fulfilling customer orders, excess or insufficient fulfillment capacity, an increase in costs, decrease in gross profit margin, or harm the operating subsidiaries’ reputation and relationships with their customers.

In addition, the operating subsidiaries’ warehouses may be vulnerable to damage caused by fire, floods, power outages, telecommunication failures, break-ins, earthquakes, human error and other events. The operating subsidiaries’ cloud-based warehouse management system could also be subject to errors or flaws, which could adversely impact the normal operation of the warehouses and the ability of the operating subsidiaries to record inventory or fulfill orders on an accurate and efficient manner. Any occurrence of the foregoing risks could have a material adverse impact on our business, financial conditions and results of operations.

Theoperating subsidiaries rely significantly on the North American and European market. Any changes in the economic and regulatory conditionsor global trade policy in North America or Europe or changes in the business strategies of North American customers or Europe customersmay have an adverse effect on our business.

For each of the years ended December 31, 2023, 2024 and 2025, our revenue mainly derived from North America and Europe. Our financial performance depends significantly on general economic conditions in North America and Europe and their impact on consumer confidence and discretionary consumer spending. Further, economic factors in North America or Europe such as a reduction in the availability of credit, increased unemployment levels, rising interest rates, financial market volatility, recession, reduced consumer confidence, and other factors affecting consumer spending behavior such as acts of terrorism or major epidemics could reduce demand for the operating subsidiaries’ products. On the other hand, any change in the global trade policy in North America or Europe, including tightening regulatory restrictions, industry-specific quotas, tariffs, non-tariff barriers and taxes, may have the effect of limiting the operating subsidiaries’ products exported from the PRC and, hence, an adverse effect on our business.

If there is any change in the management or control of the North American or European customers of the operating subsidiaries, then such North American or European customers may in turn change their business strategy, which may cause their demand for compatible toner cartridges to decrease. This in turn may have a material and adverse effect on our business performance, financial condition, results of operations and prospects.

A potential serious downturn in the overall economy of the North America or Europe or in North American or European compatible toner cartridge industry, or policies unfavorable to the import of goods into North America or Europe may cause the financial conditions and purchasing powers of the operating subsidiaries’ customers in North America or Europe to deteriorate. The operating subsidiaries’ customers are not under contractual obligations to place orders with them, so order quantities may fluctuate depending on the profitability of customers’ businesses and the spending power of the consumers. An economic downturn in North America or Europe or continued uncertainties regarding future prospects that affect consumer spending habits in North America or Europe may have an adverse effect on the placing of orders by the operating subsidiaries’ customers. We can offer no assurance that the operating subsidiaries will be able to respond quickly to any economic, market or regulatory changes in the North American or European market, and any failure to do so may result in an adverse effect on our business performance, financial condition, and results of operations.

Theoperating subsidiaries may be unable to maintain their relationship with the customers, and they may fail to engage new customers.

The operating subsidiaries do not enter into any long-term sales agreements with their customers, and only engage in purchases of goods with the customers on a one-off basis by purchase orders based on these customers’ demand. These purchase orders typically include key terms about the products to be sold such as product specifications, pricing, credit terms, rebate arrangement, and delivery and warranties. The operating subsidiaries may not be able to obtain new purchase orders with their customers as the customers may choose to enter into arrangements with the competitors of the operating subsidiaries, who may offer those customers access to a stronger product portfolio or more favorable economic terms. The loss of customers could adversely affect the sales of the operating subsidiaries. There is no assurance that the operating subsidiaries’ current or future purchase orders with customers could be negotiated or obtained on terms equivalent to or better than current terms. Any disruption in the operating subsidiaries’ relationships with their customers could affect the operating subsidiaries’ ability to maintain and grow their sales, which could materially and adversely affect our business, financial position, and results of operations. In addition, there can be no assurance that the operating subsidiaries would be able to develop new relationships with additional customers, in order to expand their sales network.

Thebusiness of the operating subsidiaries relies significantly on export sales which may be adversely affected by present or future exportregulations or enforcement.

We derive a significant portion of our revenue from export sales which accounted for substantially all of our revenue for the years ended December 31, 2023 and 2024, and approximately 88.7% of our revenue for the year ended December 31, 2025. Export sales are generally subject to export regulations including tariffs, quotas, customs and other import or export restrictions and impose trade barriers, market access regulations, trade sanctions or anti-dumping measures. Any violation of applicable regulations could subject the operating subsidiaries to a substantial fine, damage our reputation and result in sanctions on exporting. We cannot assure you that the national or local authorities in the overseas markets will not enact additional laws or regulations or amend or enforce new regulations in a more rigorous manner. Changes in export regulations may place restrictions on the operating subsidiaries in selling their products in the overseas markets, which could adversely affect our business, financial condition and results of operations.

Theoperating subsidiaries face intense competition in the compatible toner cartridge industry with their competitors and original brandtoner cartridge manufacturers in North America and Europe.

The compatible toner cartridge industry is relatively concentrated. The increasing competition on pricing puts further constraints on the growth of existing companies in the market. Some of the competitors of the operating subsidiaries may have substantially greater financial resources, product development capabilities or better products quality than we have. They may leverage on their financial strength to improve their production and marketing capabilities, diversify their product portfolio, develop effective substitutes for the operating subsidiaries’ products, locate their production facilities in strategic locations and recruit experienced management personnel. Original-brand toner cartridge manufacturers also launched discount contractual toner cartridges to exclusive end customer group under a special program with the aim to retake the toner cartridge market share from compatible toner cartridge manufacturers. We cannot assure you that the operating subsidiaries will be able to react to and match the business development of their competitors in a timely manner or at all. We also cannot assure you that the competitors of the operating subsidiaries will not actively engage in activities designed to undermine the brands and product quality of the operating subsidiaries or to influence consumer confidence in the operating subsidiaries’ products. In addition, new competitors may seek to enter or expand into the compatible toner cartridge industry. If the operating subsidiaries are unable to compete effectively with their competitors or if the operating subsidiaries fail to remain competitive, it could materially and adversely affect our business, financial condition and results of operations.

Wemay not be able to recover all of our deferred income tax assets.

While the deferred income tax assets may enable our Company to reduce future tax payment, there are risks as their recoverability is dependent on our Company’s ability to generate future taxable profit. There is no assurance that the deferred income tax assets can be recovered. In the case that the value of the deferred income tax assets has changed, we may have to write-down the deferred income tax assets, which may have a material and adverse effect on our financial condition and results of operations.

Theoperating subsidiaries’ business is subject to the risks of international operations.

The operating subsidiaries operate six overseas subsidiaries as their sales branch offices in the U.S., the Netherlands, Italy, Germany, the United Kingdom and France. As of December 31, 2025, the overseas subsidiaries had 47 foreign employees. For the years ended December 31, 2023 and 2024, we derived substantially all of our revenue from overseas sales, and for the year ended December 31, 2025, we derived approximately 88.7% of our revenue from overseas sales. Through our overseas subsidiaries, we plan to expand our global reach by increasing sales and marketing efforts and further expanding our geographical markets. As a result, we are subject to a variety of risks and uncertainties associated with such expansion, including:

●	compliance<br> with foreign laws, regulatory requirements and local industry standards, in particular, those related to compatible toner cartridges;
●	exposure<br> to increased litigation risks in overseas markets;
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●	political<br> and economic instabilities;
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●	unfamiliarity<br> with local operating and market conditions; and
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●	cultural<br> and language difficulties in managing foreign employees.
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Any of the foregoing and other risks and uncertainties could adversely affect the international sales of the operating subsidiaries, which in turn could adversely affect our financial condition and results of operations.

Theoperating subsidiaries may experience delays or interruptions in the shipments of their products due to factors outside of their control,and such delays or interruptions could lead to lost revenue and customer satisfaction.

The operating subsidiaries rely on third-party shipping companies and their services to transport products to the operating subsidiaries’ warehouses and customers around the world. Such international shipping services could become disrupted by adverse weather conditions, natural disasters, ground logistics issues, customs delays, and other interruptions. Any delays in shipping services could result in untimely delivery of the operating subsidiaries’ products to their customers. If the operating subsidiaries are unable to deliver their products in a timely manner, our revenues could be negatively impacted and the operating subsidiaries’ reputation with their customers could suffer, resulting in materially adverse impact to our business operations, financial position, and results of operations.

Weface foreign exchange risks and translation risks.

We derive a substantial portion of our revenue in US$ and Euro. Foreign exchange rate fluctuations may adversely affect our business and performance. Our sales are predominantly denominated in US$ and Euro while our costs are mostly denominated in RMB. The exchange rates between US$, Euro and RMB are subject to continuous movements affected by international political and economic conditions and changes in the PRC government’s economic and monetary policies. As we derive a substantial portion of our revenue in US$ and Euros while a substantial portion of our costs are denominated in RMB, appreciation of RMB against US$, which is our reporting currency will therefore directly decrease our profit margin if the operating subsidiaries are unable to increase the selling prices of their products accordingly. If the operating subsidiaries increase the selling prices of their products as a result of the appreciation of the RMB against the relevant foreign currencies, there would have an adverse effect on the purchasing power of the RMB amount that we would receive from the conversion. On the other hand, any depreciation of RMB would adversely affect our ability to pay for foreign currency obligations.

In addition, we are subject to translation risks as our consolidated financial statements are reported in US$ while the financial statements of our Mainland PRC operating subsidiaries are prepared in RMB, the currency of the primary economic environment in which our operations are based, and the financial statements of some of our subsidiaries are prepared in Euros. We recorded currency translation gain of US$0.3 million, US$0.1 million, and US$0.6 million for the years ended December 31, 2023, 2024 and 2025, respectively. Accordingly, we may incur currency translation losses or gains due to translation of functional currency into the presentation currency which may adversely affect our financial position.

Ourperformance depends on the operating subsidiaries’ favorable labor relations with their employees. Any deterioration in these relationsor a shortage of labor or a rise in labor costs may have an adverse effect on our operating results.

The operating subsidiaries’ manufacturing process is labor intensive and relies heavily on know-how and experience of their employees. With the introduction of automated production lines, the operating subsidiaries are becoming less reliant upon a significant number of skilled workers over time. However, the operation of automated production lines requires workers with relevant experience and expertise. As such, the operating subsidiaries rely on a combination of skilled workers and experienced automated production line operating personnel to support their product development and manufacturing processes. As of December 31, 2025, the operating subsidiaries had a total of 665 employees for manufacturing. Our success is dependent on the operating subsidiaries’ ability to hire, train, retain and motivate their employees. If the employees of the operating subsidiaries are not satisfied with what the operating subsidiaries offer, such as remuneration package or working environment, the operating subsidiaries may not be able to retain them, or to replace them with personnel of appropriate skill set at comparable costs. In such event or in the event that the regions near the operating subsidiaries’ production facilities do not have a sufficiently sizable labor force, the operating subsidiaries may need to expend additional resources to attract and recruit suitable employees. Favorable labor relations are essential to our performance, and any material increase in our labor costs may have an adverse effect on our results of operations.

Theoperating subsidiaries maintain warehouses and/or offices in the Netherlands, the United Kingdom, France and Italy and hire local employeesfor the operations of these facilities. As a result, the operating subsidiaries are subject to labor laws of these European countries,which are relatively stringent.

As of December 31, 2025, the operating subsidiaries had 1,615 full-time employees, among whom 37 were located in European countries. Labor laws in Europe are generally more protective of employees. For instance, many countries in Europe have laws protecting employees from being terminated without proper cause with statutory advance notice or without paying employees severance compensation in statutorily determined amounts. In addition, in some European countries, the operating subsidiaries may be required to consult employee representatives or unions with respect to certain decisions the operating subsidiaries make that may impact their employees. As a result, these labor laws may be more costly to comply with and could interfere with the operating subsidiaries’ ability to quickly adjust operations in response to market changes or business strategies.

Throughour Mainland PRC subsidiaries, we enjoy certain preferential tax treatments and government grants from the government of the PRC. Expirationof, or changes to, these preferential tax treatments and government grants could have an adverse effect on our operating results.

Our profit is affected by the level of income tax that we pay and the preferential tax treatment to which we are entitled through our Mainland PRC subsidiaries. In recognition of its strong technology and production development capability, our key operating subsidiary, Jiangxi Yibo, has been accredited as a high-tech enterprise since 2013, which entitles Jiangxi Yibo to a preferential EIT rate of 15%, subject to the review and approval by the tax authorities every three years. The current accreditation was awarded to Jiangxi Yibo on October 29, 2025 with a validity period of three years, and prior to its expiration, Jiangxi Yibo will submit an application for the renewal of the high and new technology enterprise certificate. To renew this, Jiangxi Yibo is required to meet certain criteria, including among others, a certain level of research and development expenses and a certain number of employees dedicated to research and development, which are subject to the review and approval of the relevant authorities.

There is no assurance the PRC policies on preferential tax treatments will not change or that the current preferential tax treatments our Mainland PRC subsidiaries enjoy will not be canceled. If such change or cancelation occurs, Jiangxi Yibo may be subject to an EIT rate of 25%, and the resulting increase in our tax liability would have an adverse effect on our financial condition and results of operations.

We received government grants of US$0.5 million, US$0.9 million and US$0.5 million, respectively, during the years ended December 31, 2023, 2024 and 2025. Most of the government grants to our Mainland PRC subsidiaries are of a non-recurring nature and there is no assurance that our Mainland PRC subsidiaries would continue to enjoy the government grants at the historical levels, or at all. Any change, suspension or termination of these government grants we have received could materially and adversely affect our business, financial condition, and results of operations.

Weare subject to customer credit risk in collecting trade receivables.

The operating subsidiaries’ ODM products and white-label products are generally sold on credit terms ranging from 90 to 120 days and from 30 to 60 days respectively. The credit terms of online sales of branded products are 14 days. Our trade receivables were settled by either bank transfer or check. For the years ended December 31, 2023, 2024 and 2025, average turnover days of our trade receivables were 68.6 days, 76.9 days and 97.6 days, respectively, which were within our credit period. As of December 31, 2023, 2024 and 2025, our trade receivables were approximately US$31.3 million, US$31.6 million and US$50.6 million, respectively. For the years ended December 31, 2023, 2024 and 2025, approximately US$0.46 million, US$0.12 million and US$0.61 million of allowance for credit losses were recorded, respectively. For the years ended December 31, 2023, 2024 and 2025, write-off of our trade receivables was US$0.47 million, US$0.13 million and US$0.09 million, respectively. We maintain export credit insurance which covers material commercial risks and political risks in relation to our export transactions. There is no assurance that all such amounts due to us will be settled on time or at all. Accordingly, we face credit risk in collecting the trade receivable due from customers. Our liquidity and profitability will be adversely affected if significant amounts due to us are not settled on time or at all. The bankruptcy or deterioration of the credit conditions of any major customers could also materially and adversely affect our business, financial condition, and results of operations.

Theoperating subsidiaries may fail to maintain an effective quality control system and may be subject to claims by their customers in respectof product quality and compliance with relevant health and safety standards.

The quality of the operating subsidiaries’ products is vital to the success of our business in the industry. The operating subsidiaries’ quality control depends significantly on the effectiveness of their quality control system, which, in turn, depends on a number of factors, including the design of the system, the machines and equipment used, quality of their staff and related training programs and their ability to ensure that their employees adhere to internal quality control policies and guidelines. See “Item 4. Information on the Company —B. Business — Manufacturing and Quality Assurance — Quality Assurance.”

We and the operating subsidiaries may at times be involved in litigation or other legal proceedings during our ordinary course of business related to, among other things, product or other types of liability, labor disputes or contractual disputes that could have a material and adverse effect on our financial condition. If we or any operating subsidiary become involved in any litigation or other legal proceedings in the future, the outcome of such proceedings could be uncertain and could result in settlements or outcomes which negatively impact our reputation and our financial condition. In addition, any litigation or legal proceedings could incur substantial legal expenses as well as significant time and attention of our management, diverting their attention from our business and operations.

During the years ended December 31, 2023, 2024 and 2025, there were no material product recalls, product returns, product liability claims or customer complaints that adversely affected our business. There can be no assurance that the operating subsidiaries’ quality control system will continue to be effective. Any significant failure in or deterioration of the efficacy of the operating subsidiaries’ quality control system could damage their product quality and have an adverse effect on our reputation in the market among our existing or prospective customers. It will, in turn, lead to reduced orders or loss of customers in the future, thus severely harming our business, financial condition, results of operations and prospects. The end-users of our products may have the right to bring an action under the law of Mainland PRC and relevant jurisdictions.

There is no assurance that we or any operating subsidiary of ours would not be named as a defendant in a lawsuit or proceedings brought by end consumers in the future in respect of the operating subsidiaries’ products in the event that these products are found to be harmful for or detrimental to human health, resulting in illnesses or deaths of any persons. A successful claim against us or an operating subsidiary of ours in respect of the operating subsidiaries’ products or a material recall of these products may result in (i) significant financial costs to be incurred and management efforts to be spent in defending against such claim or other adverse allegations or rectifying such defects or making payment for damages; (ii) deterioration of our brand and corporate image; and (iii) material adverse effect on our business, financial condition and results of operations.

Wehave grown rapidly and expect to continue to expand our business in the future. If we fail to manage our growth or execute our growthstrategies, our business and results of operations may be materially and adversely affected.

In the past few years, we experienced steady growth and, through our overseas subsidiaries, established our presence in North America and Europe. Our revenue amounted to approximately US$150.2 million, US$149.8 million and US$155.2 million, respectively, while our gross profit amounted to approximately US$59.0 million, US$52.3 million and US$45.7 million, respectively, with gross profit margin of approximately 39.3%, 34.9% and 29.4%, respectively, for the years ended December 31, 2023, 2024 and 2025. Going forward, we expect to continue to expand our business and geographic coverage. We may not succeed in executing our growth strategies due to a number of factors, such as:

●	the<br> operating subsidiaries may fail to develop their products which respond to market changes and meet customers’ demands and other<br> factors;
●	the<br> operating subsidiaries may not be successful to effectively market their products in new markets or promote new products in existing<br> markets; and
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●	the<br> operating subsidiaries may fail to achieve the benefits we expect from expansion.
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If we fail to successfully execute our growth strategies, our business, financial performance and prospects may be materially and adversely affected. In addition, our historical financial information is a mere analysis of our past performance and is not necessarily indicative of our financial condition, results of operations and changes in liquidity and capital resources in the future.

Theoperating subsidiaries’ insurance coverage may not be sufficient to cover all risks in relation to their business operations.

The operating subsidiaries maintain various insurance policies to safeguard against risks and unexpected events. The operating subsidiaries have purchased property insurance which covers all risks of physical loss, destruction or damage to their production facilities, the inventory of their products and their fixed assets. The operating subsidiaries also maintain trade insurance for their overseas transactions in certain other markets. However, there are certain types of losses, such as losses from war, acts of terrorism, outbreak of diseases, earthquakes, typhoons, flooding and other natural disasters for which the operating subsidiaries cannot obtain insurance at a reasonable cost or at all. See “Item 4. Information on the Company —B. Business Overview — Insurance.” If we experience events for which the operating subsidiaries are not insured, we would incur the resulting financial losses, and such losses may be substantial, particularly if the operating subsidiaries’ products are found to cause widespread injury, illness or death. Moreover, the operating subsidiaries’ insurance policies may include financial limits with respect to the losses from events for which they are insured. If we experience uninsured losses or losses in excess of the operating subsidiaries’ insurance coverage, it could materially and adversely affect our business, financial condition and results of operations.

Ourbusiness is dependent on the continuous operation of the operating subsidiaries’ production facilities.

The operating subsidiaries’ major production facilities are located in Xinyu City of Jiangxi Province in the PRC. These facilities are subject to operational risks, such as the breakdown or failure of major equipment, power supply or maintenance, performance below expected levels of output or efficiency, obsolescence, labor disputes, natural disasters, industrial accidents and the need to comply with the directives of relevant government authorities. Where events that limit the operating subsidiaries’ ability to operate their facilities occur, the operating subsidiaries may need to incur substantial additional expenses to repair or replace the damaged equipment or facilities. The temporary closing down of the operating subsidiaries’ production facilities would severely affect the operating subsidiaries’ daily production and business operation. If the operating subsidiaries’ production facilities were to be temporarily closed down, their ability to manufacture and supply products and ability to meet delivery obligations to their customers would be significantly disrupted, and the operating subsidiaries’ relationships with their customers could be damaged, which could materially and adversely affect our business, financial condition and results of operations. In order to conduct maintenance, statutory inspections and testing, the operating subsidiaries may carry out planned shutdowns from time to time. The operating subsidiaries may also shut down production lines from time to time to allow for capacity expansion and equipment upgrades. Although the operating subsidiaries take precautions to minimize the risk of any significant operational problems at their facilities, our business, financial condition and results of operations may be adversely affected by any disruption of operations at the operating subsidiaries’ facilities, whether caused by any of the factors mentioned above or otherwise.

Theoperating subsidiaries’ facilities and operations may require continuous and substantial investment and upgrading.

The operating subsidiaries have continued to invest and upgrade their production facilities to improve their production capabilities, increase their production lines, enhance the quality of their products, and increase the automation and cost-effectiveness of their products. The operating subsidiaries’ research and development team develops new products and optimizes their existing products, and the operating subsidiaries require substantial investment and upgrading to apply these research results and to expand their production capacity and enhance the automation processes. If our investment and upgrading costs are higher than anticipated, or our business does not develop as anticipated to appropriately utilize new or upgraded facilities, our costs and financial performance could be negatively affected.

Theoperating subsidiaries production facilities may be unable to maintain efficiency, encounter problems in ramping up production or otherwisehave difficulty meeting their production requirements.

Our future growth will depend upon the ability of the operating subsidiaries to maintain efficient operations at their existing production facilities and their ability to expand production facility as needed. The current utilization of the existing production facilities at the Yibo industrial park has been steadily increasing and is already close to full capacity. During the years ended December 31, 2023, 2024 and 2025, the operating subsidiaries had increased their production capacity by installing additional production lines in the existing factory and implementing automation to the existing production lines. The utilization rate of production facilities depends primarily on the demand for the operating subsidiaries’ products and the availability and maintenance of the operating subsidiaries’ equipment, but may also be affected by other factors, such as the availability of employees, a stable supply of electricity, and seasonal factors. In order to meet customers’ demands and advancements in technology, the operating subsidiaries maintain their production facilities on a regular basis. If the operating subsidiaries are unable to maintain their production facilities’ efficiency, the operating subsidiaries may be unable to fulfill purchase orders in a timely manner, or at all. This could have a negative impact on our business and results of operations.

Theoperating subsidiaries operate their branches and warehouses on leased properties and may not be able to control rental cost, quality,maintenance and management of these offices and warehouses, nor can the operating subsidiaries ensure they will be able to renew or findsuitable premises to replace their existing offices and warehouses in the event their landlords refuse to renew the relevant lease agreementsupon the expiry of the lease terms.

The operating subsidiaries lease the premises used as offices in the PRC, California, the Netherlands, the United Kingdom and France from independent third parties. The operating subsidiaries also lease premises used as warehouses in California and South Carolina in the U.S., the Netherlands, the United Kingdom, France and Italy. See “Item 4. Information on the Company —B. Business Overview — Properties and Facilities.” Such premises and facilities were developed and/or maintained by the landlords to such premises and facilities. Accordingly, the operating subsidiaries are not in a position to effectively control the quality, maintenance and management of such premises and facilities. In the event the quality of the premises and facilities deteriorates, or if any or all of the landlords fail to properly maintain and renovate such premises or facilities in a timely manner, or if the operating subsidiaries are unable to successfully extend or renew our leases upon expiration of the current term on commercially reasonable terms or at all, the operating subsidiaries may be forced to relocate their branches, or the rental costs may increase significantly. The operating subsidiaries compete with many other businesses for sites in certain prime locations, and some landlords may have entered into long-term leases with the competitors of the operating subsidiaries for these locations. As a result, the operating subsidiaries may not be able to find desirable alternative locations without incurring significant time and financial costs. If this occurs, the operating subsidiaries’ operations may be disrupted, and our results of operations could be materially and adversely affected.

In addition, our Mainland PRC subsidiaries did not register their lease agreements in the PRC with the relevant government authorities. See “Item 4. Information on the Company —B. Business Overview — Properties and Facilities.” Under the relevant Mainland PRC laws and regulations, our Mainland PRC subsidiaries may be required to register and file with the relevant government authority executed leases. While the lack of registration will not affect the validity and enforceability of the lease agreements, a fine ranging from RMB1,000 to RMB10,000 may be imposed on the parties for each non-registered lease in case our Mainland PRC subsidiaries do not observe an order issued by relevant government authority which require them to file the registration in a specific period of time. Our Mainland PRC subsidiaries may be subject to an aggregate maximum penalty of RMB60,000 for all six unregistered lease agreements in Mainland PRC. Our Mainland PRC subsidiaries may incur additional expenses if any fines were imposed upon them, which may adversely affect our business and results of operations.

Theoperating subsidiaries’ production and sales are affected by seasonality.

Our operating results are affected by the seasonality of the orders received by the operating subsidiaries. The operating subsidiaries typically experience slightly lower revenue in the fourth quarter every year due to the decrease in demand for toner cartridges in offices before and during the Christmas holidays. As the majority of the operating subsidiaries’ customers are located in North America and Europe, the demand for printers used in offices and schools tends to decrease when these customers are on vacation during those periods. We expect such pattern to continue in the future. Due to these seasonal consumption patterns which are outside of our control, our operating results and financial condition may fluctuate from period to period.

Oursuccess depends on the continuing efforts of our senior management team and other key employees.

We depend on the continued contributions of our senior management and other key employees, including, in particular, Mr. Weidong Gu, our founder and chairman of our board of directors. Mr. Gu has extensive experience as an engineer of which more than 20 years of experience are in the compatible toner cartridge industry. Our future success also depends on our other key personnel, including financial, sales and marketing and research and development staff. If any of our senior executives or key personnel leaves us and we fail to effectively manage a transition to new personnel in the future, or if we fail to attract and retain qualified and experienced professionals on acceptable terms, our business, financial condition, and results of operations could be adversely affected. Moreover, if any member of our senior management team or any of our other key personnel joins a competitor or forms a competing company, the operating subsidiaries may lose customers, key professionals, and sales staff members. All our executive officers and many key personnel are subject to the duty of confidentiality and non-competition restrictions. However, if any disputes arise between any of our senior executives or key personnel and us, there are uncertainties regarding whether we will be able to successfully pursue legal actions against these individuals because of the uncertainties of China’s legal systems and complexities of legal systems of foreign jurisdictions. Moreover, even if we succeed before a court of law, the compensation we would receive is unlikely to be sufficient to mitigate the negative impact on our business and future operations.

Failureor security breach of the operating subsidiaries’ information technology system may disrupt their operations.

The operating subsidiaries increasingly rely on information technology systems to process, transmit and store information in relation to their operations. For example, all of the operating subsidiaries’ production facilities, production processes and inventory management system utilize information technology to maximize efficiencies and minimize costs. The operating subsidiaries’ information technology systems may be vulnerable to interruption due to a variety of events beyond their control, including but not limited to, natural disasters, telecommunications failures, computer viruses, hacking and other security issues. Any such interruption to the operating subsidiaries’ information technology system could disrupt their operations and negatively impact their production capacity and ability to fulfill sales orders, which could have an adverse effect on our business, financial condition and results of operations.

ASLis subject to the policies of the online selling platform on which it operates its online retail store. Failure to comply with the policiesor any changes to which could lead to imposition of penalties by the platform or increased cost for compliance.

During the fiscal years ended December 31, 2023, 2024 and 2025, we operated online retail stores on Amazon and other online selling platforms. Our revenue generated from the online retail stores was approximately US$11.4 million, US$12.9 million and US$15.2 million, accounting for approximately 7.6%, 8.6% and 9.8% of our total revenue generated for the years ended December 31, 2023, 2024 and 2025, respectively. On December 31, 2025, the Company entered into agreements for the sale of ten (10) wholly-owned subsidiary companies, which operated online stores in connection with the Company’s overseas B2C business, to the Purchaser, as part of a strategic restructuring to streamline operations and optimize its business portfolio. Following the Disposition, as of the date of this annual report, through ASL, we operate one (1) online retail store on the Walmart platform, through which we sell remaining pre-Disposition toner cartridge and household product inventory. Upon the sale of all remaining inventory, such online store will cease operations.

The products we offer for sale on the online selling platform must comply with the requirements and restrictions of such platform, including all applicable platform policies, and all applicable laws and regulations. The platform has adopted comprehensive policies including general policies, intellectual property policies, product and requirements, shipping and tax policies. We cannot assure you that we will be in compliance with the policies or any other new policies, or that we would be able to efficiently change our business practice in line with the new policies. Any changes to the platform policies or to the interpretation or enforcement thereof may increase our operating costs. Any such failure in compliance or increased operating costs could materially and adversely affect our business, financial condition, and results of operations.

Non-compliancewith existing and future health, safety and environmental policies, laws, rules and regulations may lead to imposition of fines penaltiesand other liabilities and our compliance costs may increase if environmental protection laws become more onerous.

The operating subsidiaries’ operations are subject to the health, safety and environmental policies, laws, rules and regulations of each local jurisdiction where the operating subsidiaries operate. For instance, applicable PRC laws and regulations, among other things, require manufacturers to ensure that the production plants and facilities meet the requirements of the relevant production safety laws, regulations and standards, conduct an environmental impact assessment before engaging in new construction projects, receive approval and pass environmental acceptance check before the commencement of production, pay fees in connection with activities that discharge waste materials, properly manage and dispose of hazardous substances, and impose fines and other penalties on activities that threaten or contaminate the environment. Currently, all of the operating subsidiaries’ production facilities are located in Mainland PRC, but the operating subsidiaries may still be required to comply with environmental laws in relation to waste discharge of countries where the operating subsidiaries operate their warehouses. For instance, in European Union countries the operating subsidiaries may be subject to stricter environmental laws and regulation, including specific requirements of methods and location for waste discharge and disposal of hazardous substances.

Any violation of the applicable health, safety and environmental policies, laws, rules or regulations may result in orders of corrections, fines, shutdown of production and obligation to take corrective measures. In addition, any violation which is criminal in nature may result in criminal sanction. Moreover, violations of health, safety and environmental policies, laws, rules and regulations or other related incidents may result in liabilities to third parties. Consequently, any non-compliance incidents could materially and adversely affect our business, financial condition, and results of operations.

Further, there can be no assurance that any local government will not change existing laws or adopt more stringent practice as to the enforcement of health, safety and environmental regulations. Due to the uncertainty of regulatory developments and interpretation of laws and regulations, and the amount of related expenditures we may need to incur beyond those currently anticipated, we also cannot assure you that we will be in full compliance with the health, safety and environmental regulations at all times. If such costs become prohibitively expensive, we may be forced to adjust, limit or cease certain aspects of our business operations.

OurClass A ordinary shares may be delisted and prohibited from being traded under the HFCAA if the PCAOB is unable to inspect our auditors.The delisting and the cessation of trading of our Class A ordinary shares, or the threat of their being delisted and prohibited frombeing traded, may materially and adversely affect the value of your investment.

Pursuant to the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our Class A ordinary shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States. If our securities were unable to be listed on another securities exchange by then, such a delisting or prohibition from trading would substantially impair your ability to sell or purchase our Class A ordinary shares when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our Class A ordinary shares.

Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. In accordance with the HFCAA, our securities would be prohibited from being traded on a national securities exchange or in the over-the-counter trading market in the United States if we are identified as a Commission-Identified Issuer for two consecutive years in the future. If our Class A ordinary shares are prohibited from trading in the United States, there is no certainty that we will be able to list on a non-U.S. exchange or that a market for our shares will develop outside of the United States. A prohibition of being able to trade in the United States would substantially impair your ability to sell or purchase our Class A ordinary shares when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our Class A ordinary shares. Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects.

Weface risks related to natural disasters, health epidemics, and other outbreaks, which could significantly disrupt our operations.

Our business could be adversely affected by the effects of epidemics. Our operations could be disrupted if any of our employees is suspected of having COVID-19, H1N1 flu, avian flu, or another epidemic, since it could require our employees to be quarantined and/or our offices to be disinfected. In addition, our results of operations could be adversely affected to the extent that the outbreak harms the PRC economy or economy in North America or Europe in general.

We are also vulnerable to natural disasters and other calamities. Any future outbreak of contagious diseases, extreme unexpected bad weather or natural disasters would adversely affect our business operations. If there is a recurrence of an outbreak of certain contagious diseases or natural disasters, our production facilities may be temporarily closed, and our operations may be suspended. Government advice regarding, or restrictions on, holding offline events, in the event of an outbreak of any contagious disease or occurrence of natural disasters may have a material adverse effect on our business and operating results.

Wemay face risks related to the ongoing Russian invasion of Ukraine and any other conflicts that may arise on a globalor regional scale which could adversely affect our business and results of operations.

The war in Ukraine has already affected global economic markets, and the uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy. Russia’s military interventions in Ukraine have led to, and may lead to, additional sanctions being levied by North American countries, European Union and other countries against Russia. Russia’s military incursion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect our customers’ business and our business. The extent and duration of military action, sanctions, and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this section. We cannot predict the progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their control.

Russia’s invasion of Ukraine has led to, and may continue leading to immediate impact on the global economy, result in higher energy prices and higher prices for certain raw materials and goods and services, which in turn is contributing to higher inflation in the United States and other countries across the globe with significant disruption to financial markets and supply and distribution chains for certain raw materials and goods and services on an unprecedented scale. The impact of the sanctions has also included disruptions to financial markets, an inability to complete financial or banking transactions, restrictions on travel and an inability to service existing or new customers in a timely manner in the affected areas of Europe. The Russian Federation could resort to cyberattacks and other action that impact businesses across the United States, the European Union and other nations across the globe including those without any direct business ties to the Russian Federation. The Russian invasion of Ukraine has continued to escalate without any resolution of the invasion foreseeable in the near future with the short and long-term impact on financial and business conditions in Europe remaining highly uncertain.

The U.S. and the European Union responded to Russia’s invasion of Ukraine by imposing various economic sanctions on the Russian Federation to which the Russian Federation has responded in kind. The United Kingdom, Japan, South Korea, Australia and other countries across the globe have imposed their own sanctions on the Russian Federation. The United States, the European Union and such other countries acting together or separately could impose wider sanctions or take further actions against the Russian Federation if the conflict continues to escalate. Multinational corporations and other corporations and businesses with business and financial ties to the Russian Federation have either reduced or eliminated their ties to the Russian Federation in a manner that often exceeds what is required pursuant to sanctions by these countries.

Our revenue generated from Russia were US$6.3 million, US$3.5 million and nil for the years ended December 31, 2023, 2024 and 2025, representing 4.2%, 2.3% and nil of our total revenues, respectively. Our revenue generated from Eastern Europe were US$13.6 million, nil and nil for the years ended December 31, 2023, 2024 and 2025, representing 9.1%, nil and nil of our total revenue, respectively. As of the date of this annual report, we do not believe that our business segments, products, lines of service, projects, or operations have been materially impacted by the global supply chain disruptions resulted from the military invasion of Ukraine by Russia and we cannot guarantee that we will not be materially impacted by the economic uncertainty and volatility in the markets in the future, especially in light of Russia’s invasion of Ukraine. To mitigate any supply chain risks we may face in the future, we are increasing our purchases from suppliers located in close proximity to our production facilities, and intend to negotiate purchase agreements with our suppliers and source raw materials with fixed pricing and delivery commitments. We will continue to assess and respond where appropriate to any direct or indirect impact that the Russian invasion of Ukraine has on the availability or pricing of the raw materials for our products, manufacturing and supply, if any, and distribution chains for our products and on the pricing and demand for our products.

In addition, any deterioration in credit markets resulting directly or indirectly from the ongoing Russian invasion of Ukraine could limit our ability to obtain external financing to fund our operations and capital expenditures. Adverse economic conditions may also result in a higher rate of losses on accounts receivable that we accrue in the future due to credit defaults. As a result, a downturn in the worldwide economy resulting from the Russian invasion of Ukraine and other conflicts with a global impact that may arise from time to time could have a material adverse effect on our business, results of operations, and/or financial condition.

Heightenedmilitary conflict involving Iran and other geopolitical tensions in the Middle East may adversely affect global economic conditions andthe business and results of operations of the operating subsidiaries.

The heightened military conflict involving the United States, Israel, and Iran, which escalated significantly in February 2026, has led to profound instability in global financial and energy markets. These events, including the closure of strategic airspaces and critical maritime routes such as the Strait of Hormuz and the Red Sea, have contributed to a dramatic increase in the price of oil and gas and created widespread market uncertainty. China is particularly exposed to these developments, as it is the largest purchaser of Iranian crude oil, having absorbed nearly 90% of Iran’s total crude exports as of early 2026. Any sustained disruption to Iranian oil exports, whether resulting from military action, the imposition of additional sanctions, or the closure of key maritime transit routes, could materially reduce the supply of crude oil available to China, drive up domestic energy costs, and exert significant downward pressure on China’s broader economy. The ongoing disruptions caused by these military actions, and the potential for further escalation, could result in protracted and severe damage to the global economy and investment climate, with disproportionate consequences for China-based businesses such as the operating subsidiaries.

The cumulative effect of these geopolitical pressures, including elevated global energy prices, supply chain disruptions, and reduced international trade flows, may weigh materially on global economic growth and consumer spending in North America and Europe, which are the operating subsidiaries’ primary markets. Any deterioration in economic conditions in North America or Europe resulting from these geopolitical developments could reduce demand for the operating subsidiaries’ products, adversely affect the purchasing power of their customers, and impair the operating subsidiaries’ ability to sustain and grow their sales network and export revenues.

Such geopolitical instability often leads to broad sell-offs in the equity markets and heightened investor sensitivity to risk. To the extent that disruptions to Iranian oil exports or other geopolitical developments in the Middle East increase global energy costs, disrupt supply chains, or dampen consumer confidence and economic activity in the operating subsidiaries’ key markets, the operating subsidiaries’ business, financial condition, and results of operations could be materially and adversely affected. Consequently, these developments may also materially and adversely affect the market price of our Class A ordinary shares, regardless of our actual operating performance. We cannot predict the ultimate progress or outcome of these situations, and any prolonged unrest or intensified military activities could have a material adverse effect on the global economy and, in particular, on economic conditions in North America and Europe, which in turn could negatively impact our financial condition and the value of our securities.

Changesin the general worldwide economic and political environment could reduce the demand for our toner cartridge products.

The demand for our products is affected by international, national and local economic and market conditions. Adverse changes in the perceived or actual economic climate in North America, Europe or globally, such as volatility in raw material prices, higher interest rates, inflation, higher unemployment rates, higher taxes or changes in governmental policies could reduce the level of income or consumer confidence in the countries from which our products are sold. Consequently, this may negatively affect demand for our products. In addition, inflation or any other increase in the cost of goods purchased by us as a result of economic and market conditions would increase our production costs and we may not be able to offset these cost increases without raising prices. Any decrease in demand for toner cartridge products could result in price discounting, which, in turn, could adversely affect our business, financial condition and results of operations. Changes in the general political environment (including an outbreak of armed conflict, such as the Israel-Hamas conflicts) could also impact economic and market conditions and cause an increase in the cost of goods or affect the supply chain.

Changes in international, national and local political conditions could also reduce the demand for our toner cartridge products. For example, Russia’s adverse relationship with the United States, European countries and others, including as a result of the Russia-Ukraine conflict, has affected economic conditions and consumer spending in Russia, Ukraine and other Eastern European countries, which has led to declining demand for toner cartridge products in those regions. Likewise, continued political unrest in the Middle East, including as a result of the Israel-Hamas conflict, may adversely affect the economy in the region. Even after resolution of the Russia-Ukraine and Israel-Hamas conflicts, there is no guarantee that demand for toner cartridge products in these regions will return.

Failureto make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties.

Under the PRC Social Insurance Law and the Administrative Measures on Housing Fund, companies operating in Mainland China are required to participate in various government sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of their employees up to a maximum amount specified by the local government from time to time at locations where the businesses are operated. During the years ended December 31, 2023, 2024 and 2025, our Mainland PRC subsidiaries did not make adequate contributions to social insurance plans for certain employees. We cannot assure you that these employees will not complain to the relevant authorities regarding the basis of how our Mainland PRC subsidiaries had made the contribution for them, which may in turn result in the relevant authorities ordering our Mainland PRC subsidiaries to make supplemental contribution and/or imposing late fees or fines on our Mainland PRC subsidiaries, among other things. If we are subject to late fees or fines in relation to the underpaid employee benefits, our financial condition and results of operations may be adversely affected.

RisksRelating to Doing Business in the PRC

Adversechanges in economic, political and social conditions of the PRC government could have a material adverse effect on the overall economicgrowth of China, which could adversely affect our business.

The operating subsidiaries’ production facilities are located in Xinyu City, Jiangxi Province, the PRC. Besides, the operating subsidiaries have one distribution center in Zhongshan City, Guangdong Province, the PRC. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in China generally. The Chinese economy differs from the economies of most of the developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industry policies. The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.

While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy, and the rate of growth has been slowing since 2012. Any adverse changes in economic conditions in China, in the policies of the Chinese government or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could adversely affect our business and operating results, lead to reduction in demand for the operating subsidiaries’ products and adversely affect our competitive position. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the Chinese government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity in China, which may adversely affect our business and operating results.

Changesto the PRC legal system could have an adverse effect on us.

The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value. Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and the enforcement of these laws, regulations and rules involves uncertainties.

In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past decades has significantly enhanced the protections afforded to various forms of foreign investments in China. However, recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, the interpretation and enforcement of these laws and regulations involve uncertainties. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy. The uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims.

Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the violation. In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.

TheChinese government exerts substantial influence over the manner in which the PRC subsidiaries must conduct their business activitiesand may intervene or influence their operations at any time, which could result in a material change in their operations and the valueof our Class A ordinary shares.

The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China through our PRC subsidiaries may be harmed by changes in laws and regulations in China, including those relating to securities regulation, data protection, cybersecurity and mergers and acquisitions and other matters. The PRC central or local governments may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our and our PRC subsidiaries’ compliance with such regulations or interpretations.

Government actions in the future could significantly affect economic conditions in China or particular regions thereof and could require our PRC subsidiaries to materially change their operating activities or divest ourselves of any interests we hold in Chinese assets. Our PRC subsidiaries’ business may be subject to various government and regulatory interference. We may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. Our PRC subsidiaries’ operations could be adversely affected, directly or indirectly, by changes to existing laws or implementation of future laws and regulations relating to their business or industry.

Given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, any such action could significantly limit or completely hinder our ability to continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

For instance, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council of the PRC (the “State Council”) jointly issued the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law, or the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Effective measures, such as promoting the construction of relevant regulatory systems, will be taken to deal with the risks and incidents of China-concept overseas listed companies. As of the date of this annual report, we have not received any inquiry, notice, warning, or sanctions from PRC government authorities in connection with the Opinions.

On June 10, 2021, the Standing Committee of the National People’s Congress of China, or the SCNPC, promulgated the PRC Data Security Law, which took effect in September 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, and the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used. The PRC Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data an information.

In early July 2021, regulatory authorities in China launched cybersecurity investigations with regard to several China-based companies that are listed in the United States. The Chinese cybersecurity regulator announced on July 2 that it had begun an investigation of Didi Global Inc. (NYSE: DIDI) and two days later ordered that the company’s app be removed from smartphone app stores. On July 5, 2021, the Chinese cybersecurity regulator launched the same investigation on two other Internet platforms, China’s Full Truck Alliance of Full Truck Alliance Co. Ltd. (NYSE: YMM) and Boss of KANZHUN LIMITED (Nasdaq: BZ).

On August 17, 2021, the State Council promulgated the Regulations on the Protection of the Security of Critical Information Infrastructure, or the Regulations, which took effect on September 1, 2021. The Regulations supplement and specify the provisions on the security of critical information infrastructure as stated in the Cybersecurity Review Measures. The Regulations provide, among others, that protection department of certain industry or sector shall notify the operator of the critical information infrastructure in time after the identification of certain critical information infrastructure.

On August 20, 2021, the SCNPC promulgated the Personal Information Protection Law of the PRC, or the Personal Information Protection Law, which took effect on November 1, 2021. As the first systematic and comprehensive law specifically for the protection of personal information in the PRC, the Personal Information Protection Law provides, among others, that (i) an individual’s consent shall be obtained to use sensitive personal information, such as biometric characteristics and individual location tracking, (ii) personal information operators using sensitive personal information shall notify individuals of the necessity of such use and impact on the individual’s rights, and (iii) where personal information operators reject an individual’s request to exercise his or her rights, the individual may file a lawsuit with a People’s Court.

On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, five supporting guidelines, as well as the Notice on Filing Management Arrangements for Overseas Listings of Domestic Enterprises, which came into effect on March 31, 2023. According to the Administration Measures and the Notice, overseas offering and listing refers to overseas offerings by domestic companies of equity shares, depository receipts, convertible corporate bonds, or other equity-like securities, and overseas listing of the securities for trading. Overseas offering and listing, which is specifically divided into direct overseas offerings and listing and indirect overseas offerings and listing, shall be filed in accordance with the Administration Measures. According to the Notice, domestic companies that have submitted valid applications for overseas issuance and listing but have not been approved by overseas regulatory authorities or overseas stock exchanges at the date of effectiveness of the Administration Measures can reasonably arrange the timing of filing applications and should complete the filing before the overseas issuance and listing. On September 25, 2023, we received CSRC’s approval of our initial public offering under the Administration Measures. Since January 25, 2024, our Class A ordinary shares have been listed on the Nasdaq. In the future, in the event that we conduct any subsequent offerings, we may be subject to filing requirements with the CSRC. In such event, if our filing procedures were not completed according to the Administration Measures or if our filing materials contain false records, misleading statements or material omissions, the CSRC may order rectify such non-compliance, issue a warning, and impose a fine of not less than RMB1 million and not more than RMB10 million. We cannot assure you that the PRC government will publish any further clarifications or detailed rules and regulations on overseas listing, or as to how such rules and regulations will be interpreted or implemented, and we cannot assure you that the PRC regulatory agencies will not adopt any new laws, regulations, rules, or detailed implementation and interpretation. These risks could completely hinder our ability to offer or continue to offer securities to investors or cause such securities to significantly decline in value or become worthless.

Furthermore, according to the Administration Measures, an overseas offering and listing is prohibited under any of the following circumstances:(1) if the intended securities offering and listing falls under specific clauses in national laws and regulations and relevant provisions prohibiting such financing activities; (2) if the intended securities offering and listing in an overseas market may endanger national security, as reviewed and determined by competent authorities under the State Council in accordance with law; (3) if, in the past three years, the domestic company or its controlling shareholders and actual controllers have committed corruption, bribery, embezzlement, misappropriation of property, or other criminal offenses disruptive to the order of the socialist market economy; (4) the domestic company is currently under judicial investigation for suspicion of criminal offenses or under investigation for suspicion of major violations, and no clear conclusion has been reached; (5) if there are material ownership disputes over equity held by the controlling shareholder or by shareholders under the control of the actual controllers. As of the date of this annual report, we do not fall under any of the abovementioned circumstances that might prohibit us from subsequent overseas offerings and continued listing.

On February 24, 2023, the CSRC, jointly with other relevant governmental authorities, issued the Confidentiality and Archives Management Provisions, which became effective on March 31, 2023. These provisions expanded the applicable scope of the regulation to indirect overseas offerings and listings by companies based in Mainland China and emphasized the confidentiality and archive management duties of such companies during the process of overseas offerings and listings.

On December 28, 2021, the CAC and other relevant PRC governmental authorities jointly promulgated the Cybersecurity Review Measures which became effective on February 15, 2022, and replaced the original Cybersecurity Review Measures promulgated on April 13, 2020. Pursuant to the Cybersecurity Review Measures, if critical information infrastructure operators purchase network products and services, or network platform operators conduct data processing activities that affect or may affect national security, they will be subject to cybersecurity review. A network platform operator holding more than one million users/users’ individual information also shall be subject to cybersecurity review before listing abroad. The cybersecurity review will evaluate, among others, the risk of critical information infrastructure, core data, important data, or a large amount of personal information being influenced, controlled or maliciously used by foreign governments and risk of network data security after going public overseas. In the opinion of JunHe LLP, our PRC legal counsel, our business operations do not currently involve the procurement of network products and services as critical information infrastructure operators, or data processing as network platform operators. JunHe LLP has advised us that the Cybersecurity Review Measures do not currently apply to our Company, and we are not required to conduct cybersecurity review.

The impact of the above-mentioned promulgated laws, regulations and policies on the business operations of the PRC subsidiaries remains subject to substantial uncertainties. See also “— The approval of relevant PRC regulatory authorities and compliance procedures may be required in connection with our future offerings and, we cannot predict whether we will be able to obtain such approval.”

Wemay rely on dividends and other distributions on equity paid by our Mainland PRC subsidiaries to fund any cash and financing requirementswe may have, and any limitation on the ability of our Mainland PRC subsidiaries to make payments to us and any tax we are required topay could have a material and adverse effect on our ability to conduct our business.

We are a holding company incorporated in the Cayman Islands and we operate our business through our subsidiaries, including our subsidiaries based in Mainland PRC. Therefore, the availability of funds to us to pay dividends to our shareholders and to service our indebtedness depends upon dividends received from these subsidiaries. Our subsidiaries’ ability to distribute dividends is based upon their distributable earnings. Current PRC regulations permit our Mainland PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with Mainland PRC accounting standards and regulations. In addition, each of our Mainland PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of such entities in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. These reserves are not distributable as cash dividends. If our Mainland PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Any limitation on the ability of our Mainland PRC subsidiaries to distribute dividends or other payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends or otherwise fund and conduct our business. Under the Law of the PRC on Enterprise Income Tax and Regulations for the Implementation of the Law on Enterprise Income Tax, dividends, interests, rent or royalties payable by a foreign-invested enterprise, such as our Mainland PRC subsidiary, Jiangxi Yibo, to any of its foreign non-resident enterprise investors, and proceeds from any such foreign enterprise investor’s disposition of assets (after deducting the net value of such assets) are subject to a 10% withholding tax, unless the foreign enterprise investor’s jurisdiction of incorporation has a tax treaty with Mainland China that provides for a reduced rate of withholding tax. The Cayman Islands, where our Company, the ultimate parent company of our Mainland PRC subsidiary, Jiangxi Yibo, was incorporated, does not have such a tax treaty with Mainland China. Hong Kong has a tax arrangement with Mainland China that provides for a 5% withholding tax on dividends subject to certain conditions and requirements, such as the requirement that the Hong Kong resident enterprise own at least 25% of the PRC enterprise distributing the dividend at all times within the 12-month period immediately preceding the distribution of dividends and be a “beneficial owner” of the dividends. Aster HK, which directly owns our Mainland PRC subsidiary, Jiangxi Yibo, is incorporated in Hong Kong. However, if Aster HK is not considered to be the beneficial owner of dividends paid to it by Jiangxi Yibo under the tax circulars promulgated in February and October 2009, such dividends would be subject to withholding tax at a rate of 10%. If our Mainland PRC subsidiary, Jiangxi Yibo, declares and distributes profits to us, such payments will be subject to withholding tax, which will increase our tax liability and reduce the amount of cash available to our Company.

Productsexported from our Mainland PRC subsidiaries’ production base to the United States may be subject to high tariff rates under thetrade war between the United States and the PRC, which could adversely affect our sales volumes, profitability and results of operations.

For the years ended December 31, 2023, 2024 and 2025, we derived revenue from offline sales in the U.S. amounting to approximately US$78.6 million, US$66.9 million and US$72.5 million, respectively, representing 56.6%, 48.8% and 46.7%, respectively, of our total revenue from offline sales for the respective years. In the event of any adverse actions taken by the U.S. with respect to continued trade or enactment of legislation that restricts trade with China, the operating subsidiaries will be subject to possible sales interruptions, cancellations of orders or increase in costs, and our revenue generated from the U.S. may decline as a result.

In February 2025, President Donald J. Trump declared a national emergency under the International Emergency Economic Powers Act (“IEEPA”) and announced the imposition of a 10% tariff on all imports from China, citing concerns related to trade imbalances and national security. These tariffs imposed under IEEPA were deemed unlawful. Following such ruling, a temporary 10% global tariff was imposed on imports under Section 122 of the Trade Act of 1974. Separately, tariffs imposed under Section 301 of the Trade Act of 1974 and Section 232 of the Trade Expansion Act of 1962 remain unaffected by the Supreme Court’s ruling and continue to apply to Chinese goods. As of February 2026, average U.S. tariff rates on Chinese goods were approximately 34%, excluding exemptions and Section 232 actions. These cumulative tariff measures were subsequently lifted following the U.S. Supreme Court’s ruling in Learning Resources in February 2026, which held that tariffs add to the existing duties imposed on Chinese goods, further increasing the cost burden on U.S. importers and potentially affecting demand for products sourced from the PRC. If these tariffs remain in place or are further escalated, the profitability and the ability of the operating subsidiaries to export their products from the PRC to the U.S. could be materially and adversely affected, and the operating entities may not be able to pass the increased costs to their customers. Any deterioration in the relationship between the U.S. and the PRC could further increase the costs of exported products to the U.S. for the operating subsidiaries or limit the ability of the operating subsidiaries to export their products to the U.S., which could have an adverse effect on our business, financial condition and results of operations.

PRCregulations of loans and direct investment by offshore holding companies to Mainland PRC entities may delay or prevent us from usingthe proceeds of our offshore financing to make loans or additional capital contributions to our Mainland PRC subsidiaries, which couldmaterially and adversely affect our liquidity and our ability to fund and expand our business.

We may transfer funds to our Mainland PRC subsidiaries or finance our Mainland PRC subsidiaries by means of shareholders’ loans or capital contributions. Any loans to our Mainland PRC subsidiaries, which are foreign-invested enterprises, cannot exceed a statutory limit, and shall be filed with the SAFE or its local counterparts. Furthermore, any capital contributions we make to our Mainland PRC subsidiaries shall be registered with the PRC State Administration for Market Regulation or its local counterparts and filed with the MOFCOM or its local counterparts.

On March 30, 2015, SAFE promulgated the Circular on Reforming the Administration Measures on Conversion of Foreign Exchange Registered Capital of Foreign-invested Enterprises, or SAFE Circular 19. SAFE Circular 19, however, allows foreign invested enterprises in Mainland China to use their registered capital settled in RMB converted from foreign currencies to make equity investments, but the registered capital of a foreign invested company settled in RMB converted from foreign currencies remains not allowed to be used, among other things, for investment in the security markets, or offering entrustment loans, unless otherwise regulated by other laws and regulations. On June 9, 2016, SAFE further issued the Circular of the State Administration of Foreign Exchange on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or SAFE Circular 16, which, among other things, amended certain provisions of Circular 19. According to SAFE Circular 19 and SAFE Circular 16, the flow and use of the RMB capital converted from foreign currency-denominated registered capital of a foreign invested company is regulated such that Renminbi capital may not be used for purposes beyond its business scope or to provide loans to non-affiliates unless otherwise permitted under its business scope. On October 23, 2019, SAFE promulgated the Circular of the State Administration of Foreign Exchange on Further Promoting the Facilitation of Cross-Border Trade and Investment, or SAFE Circular 28, which removes the restrictions on domestic equity investments by non-investment foreign-invested enterprises with their capital funds, provided that certain conditions are met. The applicable foreign exchange circulars and rules may limit our ability to transfer the net proceeds from our securities offerings to our Mainland PRC subsidiaries and convert the net proceeds into RMB, which may adversely affect our business, financial condition, and results of operations.

Restrictionson the remittance of Renminbi into and out of Mainland China and government control of currency conversion may limit our ability to paydividends and other obligations and affect the value of your investment.

The PRC government imposes controls on the convertibility of Renminbi into foreign currencies and the remittance of currency out of Mainland China. We receive a significant portion of our revenues in U.S. dollars. Despite that, we may still rely on dividend payments from our Mainland PRC subsidiaries to fund any additional cash and financing requirements we may have. Shortages in the availability of foreign currency may restrict the ability of our Mainland PRC subsidiaries to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations.

Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments, and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior SAFE approval by complying with certain procedural requirements. However, approval from or registration or filings with competent government authorities is required where Renminbi is to be converted into foreign currency and remitted out of Mainland China to pay capital expenses such as the repayment of loans denominated in foreign currencies. Pursuant to SAFE Circular 19, a foreign-invested enterprise may convert up to 100% of the foreign currency in its capital account into Renminbi on a discretionary basis according to the actual needs. The SAFE Circular 16 provides for an integrated standard for conversion of foreign exchange under capital account items on a discretionary basis, which applies to all enterprises registered in Mainland China. In addition, SAFE Circular 16 has narrowed the scope of purposes for which an enterprise must not use the Renminbi funds so converted, which include, among others, (i) payment for expenditure beyond its business scope or otherwise as prohibited by the applicable laws and regulations, (ii) investment in securities or other financial products other than banks’ principal-secured products, (iii) provision of loans to non-affiliated enterprises, except where it is expressly permitted in the business scope of the enterprise, and (iv) construction or purchase of non-self-used real properties, except for real estate developers. The PRC government may at its discretion further restrict access to foreign currencies for current account transactions or capital account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency needs, we may not be able to pay dividends in foreign currencies to our shareholders. Further, there is no assurance that new regulations will not be promulgated in the future that would have the effect of further restricting the remittance of Renminbi into or out of Mainland China.

Fluctuationsin exchange rates could result in foreign currency exchange losses.

The value of Renminbi against the U.S. dollar and other currencies fluctuates, is subject to changes resulting from the PRC government’s policies and depends to a large extent on domestic and international economic and political developments as well as supply and demand in the local market. In July 2005, the PRC government changed its decades-old policy of pegging the value of Renminbi to the U.S. dollar, and Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between Renminbi and the U.S. dollar remained within a narrow band. Since June 2010, Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system and we cannot assure you that Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between Renminbi and the U.S. dollar in the future.

Any depreciation of the Renminbi may adversely affect the value of, and any dividends payable on, our Class A ordinary shares in foreign currency. In addition, there are limited instruments available for us to reduce our foreign currency risk exposure at reasonable costs. All of these factors could materially and adversely affect our business, financial condition, results of operations, and prospects, and could reduce the value of, and dividends payable on, our Class A ordinary shares in foreign currency terms.

Theenforcement of the PRC Labor Contract Law and other labor-related regulations in Mainland PRC may adversely affect our business and resultsof operations.

The Standing Committee of the National People’s Congress enacted the Labor Contract Law in 2008 and amended it on December 28, 2012. The Labor Contract Law introduced specific provisions related to fixed-term employment contracts, part-time employment, probationary periods, consultation with labor unions and employee assemblies, employment without a written contract, dismissal of employees, severance, and collective bargaining to enhance previous PRC labor laws. Under the Labor Contract Law, an employer is obligated to sign an unlimited-term labor contract with any employee who has worked for the employer for ten consecutive years. Further, if an employee requests or agrees to renew a fixed term labor contract that has already been entered into twice consecutively, the resulting contract, with certain exceptions, must have an unlimited term, subject to certain exceptions. With certain exceptions, an employer must pay severance to an employee where a labor contract is terminated or expires. In addition, the PRC governmental authorities have continued to introduce various new labor-related regulations since the effectiveness of the Labor Contract Law.

Under the PRC Social Insurance Law and the Administrative Measures on Housing Fund, employees are required to participate in pension insurance, work-related injury insurance, medical insurance, unemployment insurance, maternity insurance, and housing funds and employers are required, together with their employees or separately, to pay the social insurance premiums and housing funds for their employees. If our Mainland PRC subsidiaries fail to make adequate social insurance and housing fund contributions, they may be subject to fines and legal sanctions, and our business, financial conditions and results of operations may be adversely affected. During the years ended December 31, 2023, 2024 and 2025, our Mainland PRC subsidiaries did not make adequate contributions to the social insurance and/or housing fund for certain employees as they voluntarily waived the contributions by our Mainland PRC subsidiaries. See “Business — Legal Proceedings.” Our Mainland PRC subsidiaries received confirmations from relevant local authorities that they were not subject to any penalty for failing to make full contributions to the social insurance fund and housing fund during the years ended December 31, 2023, 2024 and 2025.

These laws designed to enhance labor protection tend to increase our labor costs. In addition, as the interpretation and implementation of these regulations are still evolving, our Mainland PRC subsidiaries’ employment practices may not at all times be deemed in compliance with the regulations. As a result, our Mainland PRC subsidiaries could be subject to penalties or incur significant liabilities in connection with labor disputes or investigations.

MainlandPRC laws and regulations establish more complex procedures for some acquisitions of Mainland PRC companies by foreign investors, whichcould make it more difficult for us to pursue growth through acquisitions in Mainland China.

A number of Mainland PRC laws and regulations, including the M&A Rules, the Anti-monopoly Law promulgated by the Standing Committee of the National People’s Congress in August 2007, the Rules of Ministry of Commerce on Implementation of Security Review System of Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated by the Ministry of Commerce in August 2011, and the Measures for the Security Review of Foreign Investment promulgated by the National Development and Reform Commission of the PRC, or NDRC and the Ministry of Commerce in December 2020 have established procedures and requirements that are expected to make merger and acquisition activities in Mainland China by foreign investors more time-consuming and complex. These include requirements in some instances that the approval from the Ministry of Commerce be obtained in circumstances where overseas companies established or controlled by Mainland PRC enterprises or residents acquire affiliated domestic companies. Mainland PRC laws and regulations also require certain merger and acquisition transactions involving an industry that implicates national security to be subject to merger control review or security review.

In the future, we may further grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the Ministry of Commerce or its local counterparts may delay or inhibit our ability to complete such transactions. It is unclear whether our business would be deemed to be in an industry that raises “national defense and security” or “national security” concerns. However, the Ministry of Commerce or other government agencies may publish explanations in the future determining that our business is in an industry subject to the security review, in which case our future acquisitions in Mainland China, including those by way of entering into contractual control arrangements with target entities, may be closely scrutinized or prohibited. Our ability to expand our business or maintain or expand our market share through future acquisitions would as such be materially and adversely affected.

Itmay be difficult for overseas regulators to conduct investigation or collect evidence within China.

Shareholder claims or regulatory investigations that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the United States may not be efficient in the absence of a mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or Article 177, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests. See also “— Risks Relating to the Class A ordinary shares and the Trading Market — You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law” for risks associated with investing in us as a Cayman Islands company.

PRCregulations relating to the establishment of offshore special purpose companies by Mainland PRC residents may subject our Mainland PRCresident beneficial owners or our Mainland PRC subsidiaries to liability or penalties, limit our ability to inject capital into our MainlandPRC subsidiaries, limit our Mainland PRC subsidiaries’ ability to increase their registered capital or distribute profits to us,or may otherwise adversely affect us.

The Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, was promulgated by the SAFE in July 2014 that requires Mainland PRC residents or entities to register with SAFE or its local branch, currently with local bank according to Notice of the State Administration of Foreign Exchange on Further Simplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment issued by SAFE on February 13, 2015, in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing. In addition, any Mainland PRC resident who is a direct or indirect shareholder of an offshore company is required to update the previously filed registration with the local branch of the SAFE, with respect to that offshore company, to reflect any material change involving its round-trip investment, capital variation, such as an increase or decrease in capital, transfer or swap of shares, merger, or division. These regulations apply to our shareholders who are Mainland PRC residents and may apply to any offshore acquisitions that we make in the future.

We have requested Mainland PRC residents holding direct or indirect interest in our Company to our knowledge to make the necessary applications, filings and amendments as required by applicable foreign exchange regulations. We are committed to complying with and to ensuring that our shareholders who are subject to the regulations will comply with the relevant SAFE rules and regulations. However, due to the inherent uncertainty in the implementation of the regulatory requirements by PRC authorities, such registration might not be always practically available in all circumstances as prescribed in those regulations. In addition, we may not always be able to compel them to comply with SAFE Circular 37 or other related regulations. We cannot assure you that the SAFE or its local branches will release explicit requirements or interpret the relevant Mainland PRC laws otherwise. Failure by any such shareholders to comply with SAFE Circular 37 may result in restrictions on the foreign exchange activities of the relevant Mainland PRC enterprise and may also subject the relevant Mainland PRC resident to penalties under the PRC foreign exchange administration regulations. To the best of our knowledge, our shareholders who are being subject to SAFE regulations have completed all necessary registrations required by the SAFE Circular 37.

Anyfailure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject any MainlandPRC plan participants or us to fines and other legal or administrative sanctions.

In February 2012, SAFE promulgated the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed Company, replacing earlier rules promulgated in 2007. Pursuant to these rules, Mainland PRC citizens and non-Mainland PRC citizens who reside in Mainland China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the Mainland PRC subsidiaries of such overseas-listed company, and complete certain other procedures. In addition, an overseas-entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. In the event that we adopt a share incentive plan in the future, we and our executive officers and other employees who are Mainland PRC citizens or who reside in Mainland China for a continuous period of not less than one year and who are granted options are subject to these regulations. Failure to complete SAFE registrations may subject them to fines of up to RMB300,000 for entities and up to RMB50,000 for individuals, and legal sanctions and may also limit our ability to contribute additional capital into our Mainland PRC subsidiaries and limit our Mainland PRC subsidiaries’ ability to distribute dividends to us. We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under Mainland PRC law.

In addition, the State Administration of Taxation of the PRC, or the SAT, has issued certain circulars concerning employee share options and restricted shares. Under these circulars, our employees working in Mainland China who exercise share options or are granted restricted shares will be subject to PRC individual income tax. Our Mainland PRC subsidiaries have obligations to file documents related to employee share options or restricted shares with relevant tax authorities and to withhold individual income taxes of those employees who exercise their share options. If our Mainland PRC subsidiaries’ employees fail to pay or our Mainland PRC subsidiaries fail to withhold their income taxes according to relevant laws and regulations, our Mainland PRC subsidiaries may face sanctions imposed by the tax authorities or other PRC government authorities.

Theapproval of relevant PRC regulatory authorities and compliance procedures may be required in connection with our future offerings and,we cannot predict whether we will be able to obtain such approval.

The General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severe and Lawful Crackdown on Illegal Securities Activities, which was available to the public on July 6, 2021. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies. These opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection. Moreover, on December 28, 2021, the CAC and other relevant PRC governmental authorities jointly promulgated the Cybersecurity Review Measures which became effective on February 15, 2022, and replaced the original Cybersecurity Review Measures promulgated on April 13, 2020. In accordance with the Cybersecurity Review Measures, network platform operators holding more than one million users/users’ individual information shall be subject to cybersecurity review before listing abroad.

On September 24, 2024, the State Council promulgated “Regulations on Network Data Security Management” which became effective on January 1, 2025. The Regulations on Network Data Security Management requests network data processors to comply with the obligation of cybersecurity protection when carrying out network data processing activities. A network data processor identified in the Regulations on Network Data Security Management refers to an individual and an organization that independently decides the processing purpose and method in network data processing activities. Meanwhile, the Regulations on Network Data Security Management also provides that if network data processors carry out network data processing activities that affect or may affect national security, they shall undergo a national security review in accordance with relevant national regulations. In the opinion of JunHe LLP, our PRC legal counsel, our business operations do not currently involve network data processing and therefore do not fall under the definition of “network data processors.” JunHe LLP has advised us that we are not required to conduct national security review according to the Regulations on Network Data Security Management.

However, there remains uncertainties as to how the measures will be enacted, interpreted or implemented, and whether they will affect us. If we inadvertently conclude that the Cybersecurity Review Measures do not apply to us, or applicable laws, regulations, or interpretations change and it is determined in the future that Cybersecurity Review Measures become applicable to us, we may be subject to review when conducting data processing activities and may face challenges in addressing its requirements and make necessary changes to our internal policies and practices. We may incur substantial costs in complying with the Cybersecurity Review Measures, which could result in material adverse changes in our business operations and financial position. If we are not able to fully comply with the Cybersecurity Review Measures, our ability to offer or continue to offer securities to investors may be significantly limited or completely hindered, and our securities may significantly decline in value or become worthless.

As the aforementioned policies evolve and any related implementation rules are enacted, we may be subject to additional compliance requirement in the future. As these opinions were recently issued, official guidance and interpretation of the opinions remain unclear in several respects. Therefore, we cannot assure you that we will remain fully compliant with all new regulatory requirements of these opinions or any future implementation rules on a timely basis, or at all.

Ifwe are classified as a Mainland PRC resident enterprise for Mainland PRC income tax purposes, such classification could result in unfavorabletax consequences to us and our non-Mainland PRC shareholders.

Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of Mainland PRC with its “de facto management body” within Mainland PRC is considered a “resident enterprise” and will be subject to PRC enterprise income tax on its global income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. In 2009, the SAT issued a circular (“SAT Circular 82”), which provides certain specific criteria for determining whether the “de facto management body” of a Mainland PRC-controlled enterprise that is incorporated offshore is located in China. One of the criteria is that a company’s major assets, accounting books and minutes and files of its board and shareholders’ meetings are located or kept in Mainland PRC. In addition, the SAT issued Administrative Measures for Income Tax on Chinese-controlled Resident Enterprises Incorporated Overseas (Trial Implementation) on July 27, 2011, effective from September 1, 2011, providing more guidance on the implementation of the SAT Circular 82. This bulletin clarifies matters including residence status determination, post-determination administration and competent tax authorities. Although both the SAT Circular 82 and the bulletin only apply to offshore enterprises controlled by Mainland PRC enterprises or Mainland PRC enterprise groups, not those controlled by Mainland PRC individuals or foreigners, the criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises.

We believe none of our entities outside of Mainland China is a Mainland PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” As substantially all of our management members are based in Mainland China, it remains unclear how the tax residency rule will apply to our case. If the PRC tax authorities determine that our Company or any of our subsidiaries outside of Mainland China is a Mainland PRC resident enterprise for PRC enterprise income tax purposes, then our Company or such subsidiary could be subject to Mainland PRC tax at a rate of 25% on its world-wide income, which could materially reduce our net income. In addition, we will also be subject to Mainland PRC enterprise income tax reporting obligations. Furthermore, if the PRC tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, gains realized on the sale or other disposition of our Class A ordinary shares may be subject to Mainland PRC tax, at a rate of 10% in the case of non-Mainland PRC enterprises or 20% in the case of non-Mainland PRC individuals (in each case, subject to the provisions of any applicable tax treaty), if such gains are deemed to be from Mainland PRC sources. It is unclear whether non-Mainland PRC shareholders of our Company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a Mainland PRC resident enterprise. Any such tax may reduce the returns on your investment in our Class A ordinary shares.

Youmay experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in Mainland Chinaagainst us or our management based on foreign laws.

We are an exempted company incorporated under the laws of the Cayman Islands. In addition, a substantial portion of our assets are located in Mainland China, and certain of our senior executive officers and directors, including our Chief Executive Officer, Mr. Shaofang Weng, our Chief Financial Officer, Mr. Quanmao Zhou, our Vice Presidents, Mr. Zhisheng Cheng and Mr. Qilong Yang, and our directors, Mr. Weidong Gu, Mr. Shaofang Weng, Ms. Fenglei Jiang, and Mr. Xinwei Xie, reside within Mainland China. As a result, it may be difficult for you to effect service of process upon us or those persons inside Mainland China. It may also be difficult for you to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors as none of them currently resides in the United States or has substantial assets situated in the United States. In addition, there is uncertainty as to whether the courts of Mainland China would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state.

The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. Mainland PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between Mainland China and the country where the judgment is made or on principles of reciprocity between jurisdictions. Mainland China does not have any treaties or other forms of written arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the Mainland PRC courts will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of Mainland PRC laws or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a Mainland PRC court would enforce a judgment rendered by a court in the United States.

Wemay be subject to uncertainty about any changes in the economic, political and legal environment in Hong Kong, and it is possiblethat most of the legal and operational risks associated with operating in Mainland PRC may also apply to operations in Hong Kongin the future.

During the fiscal years ended December 31, 2023, 2024 and 2025, we operated online retail stores on various platforms. Our revenue generated from online sales was US$11.4 million for the year ended December 31, 2023, US$12.9 million for the year ended December 31, 2024, and US$15.2 million for the year ended December 31, 2025, accounting for 7.6%, 8.6%, 9.8% of our total revenues for the respective period. On December 31, 2025, the Company entered into agreements for the sale of ten (10) wholly-owned subsidiary companies, which operated online stores in connection with the Company’s overseas B2C business, to the Purchaser, as part of a strategic restructuring to streamline operations and optimize its business portfolio. Following the Disposition, as of the date of this annual report, through ASL, our Hong Kong subsidiary, we operate one (1) online retail store on the Walmart platform, through which we sell remaining pre-Disposition toner cartridge and household product inventory. Upon the sale of all remaining inventory, such online store will cease operations.

Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. We cannot assure you that there will not be any changes in the economic, political and legal environment in Hong Kong. We may be subject to uncertainty about any future actions of the PRC government and is possible that most of the legal and operational risks associated with operating in Mainland PRC may also apply to our operations in Hong Kong in the future. The PRC government may intervene or influence our current and future operations in Hong Kong at any time and exert more influence over the manner in which we must conduct our business activities. Such government actions, if and when they occur, could result in a material change in our operations in Hong Kong.

Ouroperations in Hong Kong are governed by the laws and regulations in Hong Kong. If there is significant change to current politicalarrangements between Mainland China and Hong Kong, the PRC government may intervene or influence our Hong Kong operations,which could result in a material change in our operations in Hong Kong.

In Hong Kong, our operations are governed by applicable Hong Kong laws and regulations, including Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong), Companies Ordinance (Chapter 622 of the Laws of Hong Kong), Sale of Goods Ordinance (Chapter 26 of the Laws of Hong Kong), Control of Exemption Clauses Ordinance (Chapter 71 of the Laws of Hong Kong), and Trade Descriptions Ordinance (Chapter 362 of the Laws of Hong Kong), among others. See “Item 4. Information on the Company — B. Business Overview Regulation — Overview of Hong Kong Laws and Regulations” for details. As of the date of this annual report, our business operations in Hong Kong are only required to comply with the Hong Kong laws and regulations. The PRC government has recently initiated a series of regulatory actions and statements to regulate business operations in Mainland China with little advance notice. We do not currently expect such statements by the PRC government would have any specific impact on our business operations in Hong Kong. If there is any change in political arrangements between Mainland China and Hong Kong, it would affect the business environment in Hong Kong generally and could result in a material change in our operations in Hong Kong.

Tothe extent cash in the business is in the Mainland PRC/Hong Kong or a Mainland PRC/Hong Kong entity, the funds may not be availableto fund operations or for other use outside of the Mainland PRC/Hong Kong due to interventions in or the imposition of restrictionsand limitations on the ability of our Company or our subsidiaries by the PRC government to transfer cash.

Relevant Mainland PRC laws and regulations permit the companies in Mainland PRC to pay dividends only out of their retained earnings, if any, as determined in accordance with Mainland PRC accounting standards and regulations. Additionally, each of the companies in Mainland PRC are required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. The companies in Mainland PRC are also required to further set aside a portion of their after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at their discretion. These reserves are not distributable as cash dividends. Furthermore, in order for us to pay dividends to our shareholders, we may rely on payments made from our Mainland PRC subsidiaries or Hong Kong subsidiaries to their respective shareholders and then to our Company. If our Mainland PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us.

Our cash dividends, if any, will be paid in U.S. dollars. If we are considered a tax resident enterprise of Mainland PRC for tax purposes, any dividends we pay to our overseas shareholders may be regarded as Mainland China-sourced income and as a result may be subject to Mainland PRC withholding tax. See “— If we are classified as a Mainland PRC resident enterprise for Mainland PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-Mainland PRC shareholders.” The PRC government also imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of Mainland PRC. Shortages in foreign currencies we have may restrict our ability to pay dividends or other payments, or otherwise satisfy our foreign currency denominated obligations, if any. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange as long as certain procedural requirements are met. Approval from appropriate government authorities is required if Renminbi is converted into foreign currency and remitted out of Mainland PRC to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account transactions and if this continues to occur in the future, we may not be able to pay dividends in foreign currencies to our shareholders.

As of the date of this annual report, there are no restrictions or limitations imposed by the Hong Kong government on the transfer of capital within, into, and out of Hong Kong (including funds from Hong Kong to Mainland China), except for the transfer of funds involving money laundering and criminal activities. However, there is no guarantee that the Hong Kong government will not promulgate new laws or regulations that may impose such restrictions in the future. If there is a significant change to current political arrangements between Mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, our Hong Kong subsidiaries may become subject to PRC laws or authorities. As a result, our Hong Kong subsidiaries could be subject to similar government controls on the convertibility of foreign currency and the remittance of currency out of Hong Kong as described above.

As a result of the above, to the extent cash in the business is in the Mainland PRC/Hong Kong or a Mainland PRC/Hong Kong entity, such funds or assets may not be available to fund operations or for other use outside of the Mainland PRC/Hong Kong, due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the competent government to the transfer of cash.

RisksRelating to Our Class A ordinary shares and the Trading Market

Nasdaqhas recently adopted and proposed new listing rules that could result in the accelerated delisting of our Class A ordinary shares.

Nasdaq has recently adopted and proposed several new continued listing requirements that could subject our Class A ordinary shares to accelerated suspension and delisting proceedings, with limited or no opportunity to cure noncompliance.

AmendedMinimum Bid Price Rule (Effective January 19, 2026). Nasdaq amended its minimum bid price rules, effective January 19, 2026, such that if a listed security’s closing bid price falls below $0.10 for ten consecutive trading days, Nasdaq will immediately issue a Staff Delisting Determination under Rule 5810 and the company will be ineligible for any compliance period that would otherwise be available. Prior to this amendment, an immediate delisting determination could only be issued after a company’s security had already been non-compliant with the $1.00 minimum bid price requirement for 30 consecutive trading days. Nasdaq adopted this change on the basis that a rapid decline in a security’s price to below $0.10 is indicative of deep financial or operational distress that is unlikely to be temporary.

ProposedMinimum Market Value Requirement (SR-NASDAQ-2026-004, Pending SEC Approval). Nasdaq has proposed a new rule that would require listed companies on the Nasdaq Global Market and Nasdaq Capital Market to maintain a minimum Market Value of Listed Securities of at least $5 million. Failure to satisfy this requirement for 30 consecutive business days would result in immediate suspension and delisting without a standard compliance period. Under the proposed rule, any automatic stay of suspension during an appeal would be eliminated, meaning our securities would likely trade over-the-counter while any appeal is pending.

ProposedDiscretionary Delisting Authority (SR-NASDAQ-2026-009, Pending SEC Approval). Nasdaq has also proposed granting itself discretionary authority to immediately delist securities if the SEC has suspended trading due to potential third-party misconduct.

If our Class A ordinary shares are delisted from Nasdaq for any reason, it could materially and adversely affect our business, financial condition, and results of operations. Delisting would likely cause the trading volume and liquidity of our Class A ordinary shares to decline significantly, as many institutional investors are prohibited by their investment mandates from holding securities that are not listed on a national securities exchange. Our Class A ordinary shares would likely be traded on the over-the-counter markets, where investors may find it more difficult to obtain timely and accurate information about our company and where the trading market may be significantly less liquid than Nasdaq. The reduction in liquidity could cause the trading price of our Class A ordinary shares to decline materially. In addition, delisting could impair our ability to raise capital through the issuance of equity or equity-linked securities, as investors and underwriters may be unwilling to participate in offerings of securities that are not listed on a national securities exchange. Delisting could also trigger defaults or acceleration provisions under any existing or future debt instruments or agreements, and could impair our ability to attract and retain employees, customers, and business partners who may view a Nasdaq listing as an indicator of our financial stability and credibility. Furthermore, the delisting of our Class A ordinary shares could result in negative publicity and erode investor confidence in our company, which could have a long-term adverse impact on our business prospects and the value of your investment.

Thetrading price of our Class A ordinary shares is likely to be volatile, which could result in substantial losses to investors.

The trading price of our Class A ordinary shares is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in the United States. In addition to market and industry factors, the price and trading volume for our Class A ordinary shares may be highly volatile for factors specific to our own operations, including the following:

●	actual<br> or anticipated variations in our revenues, earnings, cash flow, and changes or revisions of our expected results;
●	fluctuations<br> in operating metrics;
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●	announcements<br> of new investments, acquisitions, strategic partnerships, or joint ventures by us or our competitors;
●	announcements<br> of new products and services and expansions by us or our competitors;
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●	changes<br> in financial estimates by securities analysts;
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●	announcements<br> of studies and reports relating to the quality of our product and service offerings or those of our competitors;
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●	changes<br> in the economic performance or market valuations of other companies in our industry;
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●	detrimental<br> negative publicity about us, our competitors, or our industry;
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●	additions<br> or departures of key personnel;
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●	regulatory<br> developments affect us or our industry;
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●	general<br> economic or political conditions in China or elsewhere in the world;
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●	fluctuations<br> of exchange rates between the RMB and the U.S. dollar or between Euros and the U.S. dollar; and
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●	potential<br> litigation or regulatory investigations.
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Any of these factors may result in large and sudden changes in the volume and price at which Class A ordinary shares will trade. Furthermore, the stock market in general experiences price and volume fluctuations that are often unrelated or disproportionate to the operating performance of companies like us. These broad market and industry fluctuations may adversely affect the market price of our Class A ordinary shares. Volatility or a lack of positive performance in the price of our Class A ordinary shares may also adversely affect our ability to retain key employees, most of whom have been granted equity incentives.

In the past, shareholders of public companies have often brought securities class action suits against companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

Wemay experience extreme share price volatility unrelated to our actual or expected operating performance, financial condition or prospects,making it difficult for prospective investors to assess the rapidly changing value of our Class A ordinary shares.

In recent years, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number of recent initial public offerings, especially among companies with relatively smaller public floats. As a relatively small-capitalization company with relatively small public float, we may experience greater share price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our Class A ordinary shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A ordinary shares.

In addition, if the trading volumes of our Class A ordinary shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Class A ordinary shares. This low volume of trades could also cause the price of our Class A ordinary shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Class A ordinary shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A ordinary shares. As a result of this volatility, investors may experience losses on their investment in our Class A ordinary shares. A decline in the market price of our Class A ordinary shares also could adversely affect our ability to issue additional Class A ordinary shares or other securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Class A ordinary shares will develop or be sustained. If an active market does not develop, holders of our Class A ordinary shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

Ourdual class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any changeof control transactions that holders of our Class A ordinary shares may view as beneficial.

Our authorized share capital is divided into Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares are entitled to one vote per share, while holders of Class B ordinary shares are entitled to 30 votes per share. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. The holder of Class B ordinary shares has the ability to control matters requiring shareholders’ approval, including any amendment of our memorandum and articles of association. Any future issuances of Class B ordinary shares may be dilutive to the voting power of holders of Class A ordinary shares. Any conversions of Class B ordinary shares into Class A ordinary shares may dilute the percentage ownership of the existing holders of Class A ordinary shares within their class of ordinary shares. Such conversions may increase the aggregate voting power of the existing holders of Class A ordinary shares. In the event that we have multiple holders of Class B ordinary shares in the future and certain of them convert their Class B ordinary shares into Class A ordinary shares, the remaining holders who retain their Class B ordinary shares may experience increases in their relative voting power.

Mr. Weidong Gu, our founder and chairman of the board of directors, beneficially owns 100% of our issued Class B ordinary shares. These Class B ordinary shares constitutes 44.43% of our total issued and outstanding share capital and 96.00% of the aggregate voting power of our total issued and outstanding share capital due to the disparate voting powers associated with our dual class share structure. As a result of the dual class share structure and the concentration of ownership, holders of Class B ordinary shares have considerable influence over matters such as decisions regarding mergers and consolidations, election of directors and other significant corporate actions. Such holders may take actions that are not in the best interest of us or our other shareholders. This concentration of ownership may discourage, delay or prevent a change in control of our company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our company and may reduce the price of our Class A ordinary shares. This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A ordinary shares may view as beneficial.

Thedual-class structure of our ordinary shares may adversely affect the trading market for our Class A ordinary shares.

Certain shareholder advisory firms have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, to exclude companies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual-class structure of our ordinary shares may prevent the inclusion of our Class A ordinary shares in such indices and may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for our Class A ordinary shares. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our Class A ordinary shares.

Ifsecurities or industry analysts cease to publish research or reports about our business, or if they adversely change their recommendationsregarding the Class A ordinary shares, the market price for the Class A ordinary shares and trading volume could decline.

The trading market for the Class A ordinary shares will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts who cover us downgrade the Class A ordinary shares, the market price for the Class A ordinary shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for the Class A ordinary shares to decline.

Wecurrently do not expect to pay dividends in the foreseeable future, and you must rely on price appreciation of our Class A ordinary sharesfor return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our Class A ordinary shares as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our Class A ordinary shares will likely depend entirely upon any future price appreciation of our Class A ordinary shares. There is no guarantee that our Class A ordinary shares will appreciate in value or even maintain the price at which you purchased the Class A ordinary shares. You may not realize a return on your investment in our Class A ordinary shares and you may even lose your entire investment in our Class A ordinary shares.

Substantialfuture sales or perceived potential sales of our Class A ordinary shares in the public market could cause the price of our Class A ordinaryshares to decline.

Sales of our Class A ordinary shares in the public market, or the perception that these sales could occur, could cause the market price of our Class A ordinary shares to decline. All Class A ordinary shares sold in our initial public offering are freely transferable without restriction or additional registration under the Securities Act. The remaining Class A ordinary shares issued and outstanding are available for sale, subject to volume and other restrictions as applicable provided in Rules 144 and 701 under the Securities Act. To the extent shares are sold into the market, the market price of our Class A ordinary shares could decline.

Certain holders of our Class A ordinary shares may cause us to register under the Securities Act the sale of their shares. Registration of these shares under the Securities Act would result in these Class A ordinary shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of such registration. Sales of these registered shares in the public market could cause the price of our Class A ordinary shares to decline.

Youmay face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, becausewe are incorporated under Cayman Islands law.

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

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association and any special resolutions passed by such companies, and the register of mortgages and charges of such companies) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our amended and restated memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of our board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act of the Cayman Islands and the laws applicable to companies incorporated in the United States and their shareholders, see “Item 10. Additional Information — B. Memorandum and Articles of Association — Differences in Corporate Law.”

Certainjudgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands company and a substantial amount of our assets are located outside of the United States. In addition, all of our current directors and officers are nationals and residents of countries other than the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of Mainland China may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

Therecan be no assurance that we will not be a passive foreign investment company (“PFIC”) for United States federal income taxpurposes for any taxable year, which could subject United States holders of our Class A ordinary shares to significant adverse UnitedStates federal income tax consequences.

A non-United States corporation will be PFIC for United States federal income tax purposes for any taxable year if either (i) at least 75% of its gross income for such taxable year is passive income or (ii) at least 50% of the value of its assets (based on average of the quarterly values of the assets) during such year is attributable to assets that that produce or are held for the production of passive income. Based on the current and anticipated value of our assets and the composition of our income assets, we do not expect to be a PFIC for United States federal income tax purposes for our current taxable year ending December 31, 2026 or in the foreseeable future. However, the determination of whether or not we are a PFIC according to the PFIC rules is made on an annual basis and depend on the composition of our income and assets and the value of our assets from time to time. Therefore, changes in the composition of our income or assets or value of our assets may cause us to become a PFIC. The determination of the value of our assets (including goodwill not reflected on our balance sheet) may be based, in part, on the quarterly market value of Class A ordinary shares, which is subject to change and may be volatile.

The classification of certain of our income as active or passive, and certain of our assets as producing active or passive income, and hence whether we are or will become a PFIC, depends on the interpretation of certain United States Treasury Regulations as well as certain IRS guidance relating to the classification of assets as producing active or passive income. Such regulations guidance is potentially subject to different interpretations. If due to different interpretations of such regulations and guidance the percentage of our passive income or the percentage of our assets treated as producing passive income increases, we may be a PFIC in one of more taxable years.

If we are a PFIC for any taxable year during which a United States person holds Class A ordinary shares, certain adverse United States federal income tax consequences could apply to such United States person. For more information see “Item 10. Additional Information—E. Taxation — Material U.S. Federal Income Tax Consequences — Passive Foreign Investment Company (“PFIC”) Consequences*.*”

Foras long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including thoserelating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

We are classified as an “emerging growth company” under the JOBS Act because we generated less than US$1.235 billion in revenues for our last fiscal year. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things, (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, (ii) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (iii) provide certain disclosure regarding executive compensation required of larger public companies, or (iv) hold nonbinding advisory votes on executive compensation. We will remain an emerging growth company for up to five years, although we will lose that status sooner if we have more than $1.235 billion of revenues in a fiscal year, have more than $700 million in market value of our Class A ordinary shares held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period.

To the extent that we rely on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. If some investors find our Class A ordinary shares to be less attractive as a result, there may be a less active trading market for our Class A ordinary shares and our share price may be more volatile.

Ifwe fail to establish and maintain proper internal financial reporting controls, our ability to produce accurate financial statementsor comply with applicable regulations could be impaired.

Pursuant to Section 404 of the Sarbanes-Oxley Act, we will be required to file a report by our management on our internal control over financial reporting, including an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. However, while we remain an emerging growth company, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. The presence of material weakness in internal control over financial reporting could result in financial statement errors, which, in turn, could lead to error our financial reports and/or delays in our financial reporting, which could require us to restate our operating results. We might not identify one or more material weaknesses in our internal controls in connection with evaluating our compliance with Section 404 of the Sarbanes-Oxley Act. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal controls over financial reporting. We will need to expend significant resources and provide significant management oversight. Implementing any appropriate changes to our internal controls may require specific compliance training of our directors and employees, entail substantial costs in order to modify our existing accounting systems, take a significant period of time to complete and divert management’s attention from other business concerns. These changes may not, however, be effective in maintaining the adequacy of our internal control.

If we are unable to conclude that we have effective internal controls over financial reporting, investors may lose confidence in our operating results, the price of the Class A ordinary shares could decline, and we may be subject to litigation or regulatory enforcement actions. In addition, if we are unable to meet the requirements of Section 404 of the Sarbanes-Oxley Act, the Class A ordinary shares may not be able to remain listed on the exchange.

Asa company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governancematters that differ significantly from the Nasdaq listing standards. These practices may afford less protection to shareholders thanthey would enjoy if we complied fully with corporate governance listing standards.

As a foreign private issuer, we are permitted to take advantage of certain provisions in the Nasdaq listing standards that allow us to follow Cayman Islands law for certain governance matters. Certain corporate governance practices in the Cayman Islands may differ significantly from corporate governance listing standards as, except for general fiduciary duties and duties of care, Cayman Islands law has no corporate governance regime which prescribes specific corporate governance standards. Currently, we do not intend to rely on home country practice with respect to our corporate governance. However, if we choose to follow home country practice in the future, our shareholders may be afforded less protection than they otherwise would have under corporate governance listing standards applicable to U.S. domestic issuers.

Weare a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisionsapplicable to U.S. domestic public companies.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

●	the<br> rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form<br> 8-K;
●	the<br> sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered<br> under the Exchange Act;
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●	the<br> sections of the Exchange Act containing short-swing profit recovery provisions; and
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●	the<br> selective disclosure rules by issuers of material nonpublic information under Regulation FD.
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We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

Wewill incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growthcompany.”

We are a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and Nasdaq Stock Market, impose various requirements on the corporate governance practices of public companies. We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly.

As a result of becoming a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

In addition, after we are no longer an “emerging growth company,” we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC.

Wemay lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter. We would lose our foreign private issuer status if, for example, more than 50% of our Class A ordinary shares are directly or indirectly held by residents of the U.S. and we fail to meet additional requirements necessary to maintain our foreign private issuer status. If we lose our foreign private issuer status on this date, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq listing rules. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer, and accounting, reporting and other expenses in order to maintain a listing on a U.S. securities exchange.

Theobligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.

We are a public company in the United States. As a public company, we are required to file periodic reports with the SEC upon the occurrence of matters that are material to our Company and shareholders. Although we may be able to attain confidential treatment of some of our developments, in some cases, we need to disclose material agreements or results of financial operations that we would not be required to disclose if we were a private company. Our competitors may have access to this information, which would otherwise be confidential. This may give them advantages in competing with our Company. Similarly, as a U.S. public company, we will be governed by U.S. laws that our competitors, which are mostly private Chinese companies, are not required to follow. To the extent compliance with U.S. laws increases our expenses or decreases our competitiveness against such companies, our public company status could affect our results of operations.

Item4. INFORMATION ON THE COMPANY

A.History and Development of the Company

OurCorporate History

Our founders, Mr. Weidong Gu, Mr. Shaofang Weng, Mr. Zhisheng Cheng and Mr. Qilong Yang and other shareholders established our operating subsidiaries, Jiangxi Yibo in January 2011 and Aster BVI in February 2011, respectively. In March 2011, Aster US was formed in the State of California as a limited liability company, which later served as our sales headquarter for the North American market. Aster US functions as a wholesaler and distributor and interacts with retailers, resellers, and dealers in the North American market. Since its inception, Aster US has focused its operations on the offline sales to customers and dealers in the North American market and has not conducted any e-commerce related business. In July 2011, Aster NL was formed in the Netherlands as a limited liability company, which later became our headquarter serving mainly the European market. In February 2012, through the operating subsidiaries, we commenced our operations of our first online retail store on Amazon. Since 2012, Mr. Weidong Gu assumed leadership of our operations. Mr. Gu had a strong vision to seize the potential business opportunity in the compatible toner cartridge industry and led our Company with a focus on research and development, patent protection, manufacturing operations as well as overseas sales operations. Through Mr. Weidong Gu and the management team’s continuous leadership and contributions over the years, we have expanded our footprint to North America and European markets through the operating subsidiaries. Through the operating subsidiaries, we currently own over 400 registered patents in the U.S., Europe and the PRC for the production process, equipment and proprietary technologies we developed relating to the manufacture of our compatible toner cartridges. As of the date of this annual report, we operate one (1) online retail store on the Walmart platform through ASL, our operating subsidiary in Hong Kong, which sells remaining pre-Disposition toner cartridge and household product inventory. Upon the sale of all remaining inventory, such online store will cease operations. See also “—Recent Development.”

In August 2019, Aster Group International, whose name was later changed to Planet Image International Limited, was formed under the laws of the Cayman Islands as our offshore holding company to facilitate offshore financing.

From July 2019 to March 2020, in anticipation of our initial public offering, we completed a series of reorganizational steps.

OurCorporate Structure

The following diagram illustrates our corporate structure as of the date of this annual report, including our principal subsidiaries and other entities that are material to our business:

Note:

Through Aster Online Company Limited, we also directly own 100% of the equity interests of 11 limited liability companies incorporated in Hong Kong in March 2020, namely Peony Trade Co., Limited, White Poplar Co., Limited, Joyful Product Trade Co., Limited, Grand Future Trade Co., Limited, Oriental Poetry Co., Limited, Prosperity Product Trade Co., Limited, Atlantic Marketing Co., Limited, Pigeon King Co., Limited, Dragon Product Trade Co., Limited, Plum Blossom Co., Limited and Blue Ocean Product Trade Co., Limited.

These above-mentioned 11 limited liability companies have no operations. Prosperity Product Trade Co., Limited serves as the holding company for Access Supplies Limited, a company formed in Hong Kong in 2017 as the operating company for an e-commerce online shop on the Walmart platform. Pigeon King Co., Limited serves as the holding company for Proimage B.V., a company formed in the Netherlands, which has no business operations as of the date of this annual report. The financial position and results of operations of all the 12 subsidiaries of Aster Online Company Limited, including 11 companies with no business operations and one operating companies, have been consolidated into the accounts of Aster Online Company Limited and ultimately into the Company’s consolidated financial statements prepared in accordance with U.S. GAAP.

Currently, we directly hold 100% of the equity interests in our subsidiaries, and we do not currently use a VIE structure.

RecentDevelopment

On December 31, 2025, the Company entered into agreements for the sale of ten (10) wholly-owned subsidiary companies, which operated online stores in connection with the Company’s overseas B2C business, to an independent third party (the “Purchaser”), as part of a strategic restructuring to streamline operations and optimize its business portfolio. The subsidiary companies sold include entities incorporated in Hong Kong, the State of Delaware in the U.S., and the Netherlands, for an aggregate consideration of US$100,000. In addition, the Company entered into trademark transfer agreements for the sale of the ACCESS trademark portfolio (registered in United States) and two ASTER trademark portfolios (registered in Netherlands and United States) for an aggregate consideration of US$50,000. The total aggregate consideration for all subsidiary companies and trademark portfolios (the “Disposition”) is US$150,000. The transactions were approved by the Board of Directors of the Company through written resolutions dated December 30, 2025, and the consideration for each subsidiary and trademark portfolio has been paid in cash by the Purchaser and received by the Company. The sale of the subsidiary companies includes the transfer of all issued and outstanding shares in each respective subsidiary to the Purchaser, free and clear of all liens, charges, and encumbrances. As of the date of this annual report, the equity interests in nine (9) of the ten (10) subsidiary companies have been transferred to the Purchaser. The transfer of equity interests in Proimage B.V., a company incorporated in the Netherlands, is currently in process; however, the operational control and management rights of Proimage B.V. have been transferred to the Purchaser. Following the Disposition, the Company continues to operate one (1) online store on the Walmart platform, through which it sells self-branded product inventory manufactured prior to the Disposition and household product inventory purchased prior to the Disposition. Upon the sale of all remaining inventory, such online store will cease operations. The Company does not expect the Disposition to have a material adverse impact on its ongoing business operations.

CorporateInformation

Our principal executive offices are located at No. 756 Guangfu Road, Hi-tech Development Zone, Xinyu City, Jiangxi Province, People’s Republic of China. Our telephone number at this address is +86 0790-7138216. Our registered office in the Cayman Islands is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands, and the phone number of our registered office is +1-345-949-1040.

Investors should submit any inquiries to the address and telephone number of our principal executive offices. Our corporate website is http://www.yibomk.com. The information contained on our websites is not a part of this annual report. Our agent for service of process in the United States is located at 12000 Magnolia Ave Suite 101, Riverside, CA 92503.

The SEC maintains a website at www.sec.gov that contains reports, proxies, and information statements, and other information regarding issuers that file electronically with the SEC using its EDGAR system.

B.Business Overview

Overview

OurMission

Our mission is to deliver high-quality and cost-effective printing solutions to consumers around the world with proprietary technology, research and development capabilities and integrated and localized sales, logistics and service platform.

Whowe are

Through the operating subsidiaries, we are a leading export-oriented manufacturer and seller of compatible toner cartridges based in China, North America and Europe.

Through the operating subsidiaries, we primarily develop and manufacture toner cartridges that are compatible with and can be used in a wide range of commonly available models of laser printers from different manufacturers, on a white-label or third-party brand basis. Through the operating subsidiaries, we also sell self-branded products in the domestic PRC market under two brands, Shiyin and Tiancai. Customers of the operating subsidiaries range from wholesalers, dealers to retail customers. Through the operating subsidiaries, we have a wide international footprint through established sales channels, with products sold to customers in over 54 countries, and sales in North America and Europe representing the majority of our revenue.

Through the operating subsidiaries, we sell our products mainly: (i) to offline overseas customers who own their brands on an ODM basis; (ii) to offline overseas dealers who primarily sell our white-label products to end consumers; (iii) to domestic dealers in the PRC who primarily sell our white-label products and our self-branded products to end customers; and (iv) through ASL, directly to customers on a retail basis through one (1) online retail store on the Walmart platform, selling remaining pre-Disposition toner cartridge and household product inventory. Upon the sale of all remaining inventory, such online store will cease operations. There is no major difference in terms of product capability between ODM products and white-label products, and the main difference lies in product packaging and pricing.

Through the operating subsidiaries, we have established localized sales operations in the overseas markets to manage and maintain relationships with local customers and provide support to offline customer purchasing the operating subsidiaries’ self-branded products and products offered by the operating subsidiaries on an ODM basis. So far, the operating subsidiaries have established sales operations in the U.S., Italy, Germany, France and the United Kingdom. In addition, the operating subsidiaries maintain warehouses in California and South Carolina in the U.S. and in the Netherlands, the United Kingdom, France and Italy to ensure timely delivery to customers. In North America, most customers of the operating subsidiaries send purchase orders to us through the EDI system maintained by the operating subsidiaries. The operating subsidiaries also have a self-developed cloud-based warehouse management system which was integrated with their EDI system and third-party platform to manage the purchase orders, inventory and accounting matters. Offline customers of the operating subsidiaries in Europe and other markets generally place purchase orders with the sales team of the operating subsidiaries through emails.

We believe the operating subsidiaries’ strong design, research and development capabilities represent a key strength that allows the operating subsidiaries to provide patent-compliant products with advanced technologies to their customers. After a new printer model is introduced to the market by a printer manufacturer, the experienced research and development team of the operating subsidiaries will aim to design patent compliant compatible toner cartridges that can be used with this new printer model in a short period of time. With their efficient production team and sales team, the operating subsidiaries are generally able to make their compatible toner cartridges available for sale within three to six months after the launch of a new printer model. We believe that the short time-to-market for the products of the operating subsidiaries is a key competitive advantage.

We believe that the integrated business model of the operating subsidiaries, encompassing a value chain from our research and development, patented technology, manufacturing, and operating localized sales branches and online sales channels allows the operating subsidiaries to capture industry opportunities in a timely manner and provides us with significant growth potential.

Whathave we accomplished

We have experienced significant growth since our inception. Our growth is partially attributable to our comprehensive sales strategy and our highly efficient and complementary sales channels. During the years ended December 31, 2023, 2024 and 2025, our revenue was primarily generated from North America and Europe. Our revenue decreased from US$150.2 million for the year ended December 31, 2023 to US$149.8 million for the year ended December 31, 2024, representing a CAGR of 0.3%. Our net profit decreased from US$7.8 million for the year ended December 31, 2023 to US$7.1 million for the year ended December 31, 2024, representing a CAGR of 8.5%. Our revenue increased from US$149.8 million for the year ended December 31, 2024 to US$155.2 million for the year ended December 31, 2025, representing a CAGR of 3.6%. Our net result declined by US$15.0 million, from a net profit of US$7.1 million for the year ended December 31, 2024 to a net loss of US$8.3 million for the year ended December 31, 2025.

CompetitiveStrengths

We believe that the following strengths differentiate the operating subsidiaries from their competitors.

Strongdesign, research and development capabilities and extensive patent portfolio provide significant competitive advantages over industrypeers

We believe the operating subsidiaries’ strong design, research and development capabilities represent a key strength that allows them to provide patent-compliant products with advanced technologies to their customers.

As leading original-brand printer companies have patented the toner cartridge drivers in their laser printers, compatible cartridge manufacturers may encounter litigations raised by original-brand printer companies for selling their cartridges unless they possess valid patents. There is a limited number of companies which have overseas sales due to the lack of quality patents to protect them. Overseas customers may also hesitate to purchase their products as they might get involved in infringement litigation. As of December 31, 2025, through the operating subsidiaries, we had obtained 409 patents registered in the U.S., Europe, and the PRC, for the production processes, equipment and proprietary technologies the operating subsidiaries developed relating to the manufacture of compatible toner cartridges. All of the operating subsidiaries’ compatible toner cartridges are covered by some of their patents. Through registering their patents, (i) the operating subsidiaries are able to protect and enforce their rights on their proprietary techniques and products and have reasonable grounds to defend, on a best effort basis, against potential litigations in the relevant jurisdictions; and (ii) the operating subsidiaries’ registered patents can help them promote their sales and increase their market share.

As of December 31, 2025, the operating subsidiaries’ research and development team consisted of a total of 134 professional engineers and skilled technicians, who were supervised and led by the chairman of our board of directors, Mr. Weidong Gu, who has over 20 years of experience in the compatible toner cartridge industry. On average, major brands launch more than two new printer models every year. After a new printer model is introduced to the market, the operating subsidiaries’ experienced research and development team is generally able to design patent compliant compatible toner cartridges for it quickly that may be operated in this new printer model within a short period of time after its introduction to the market. Together with their efficient production team, the operating subsidiaries’ sales team ensures that their patent compliant compatible toner cartridges are generally available for sale within three to six months after the launch of a new printer model. We believe that the short time-to-market for the operating subsidiaries’ products is a key competitive advantage as it enables the operating subsidiaries’ toner cartridges to quickly meet up market demand and establish and maintain our market share.

Other than new product development, the operating subsidiaries’ research and development efforts also focus on improving the efficiency and quality of compatible toner cartridges in different aspects, such as page yield, wear resistance, resilience and life span. The operating subsidiaries conduct market research in particular areas, and based on the regular market research, the operating subsidiaries will run different tests and technical review for identifying weaknesses in their previous products and to implement improvements in future models.

We protect the operating subsidiaries’ patents from infringement and improper patent right requests from third parties. In addition, through the operating subsidiaries, we have also engaged independent third-party intellectual property lawyers in the U.S. and Europe who advise the operating subsidiaries in defending their intellectual property rights.

We believe that the operating subsidiaries’ strong research and development capabilities and extensive patent portfolio provide significant competitive advantages over their industry peers and will be instrumental in their efforts to expand market coverage and increase their overall sales.

Localizedsales model integrating multiple channels, including strategically located sales offices and logistic centers in the U.S. and Europe,enable the operating subsidiaries to build a broad end user customer base and achieve fast product delivery

Through the operating subsidiaries, we have established a comprehensive sales model integrating multiple sales channels, which enables the operating subsidiaries to build a wide geographical market coverage and a broad customer base including wholesalers, dealers and retail customers. Through the operating subsidiaries, we sell our products: (i) to overseas businesses who own their brands on an ODM basis, or ODM customers; (ii) to overseas dealers, who primarily resell white-label products to end consumers, primarily including small to medium size enterprises, local offices and schools; (iii) to domestic dealers in the PRC who primarily sell our white-label products and our self-branded products to end customers; and (iv) through ASL, directly to customers on a retail basis through one (1) online retail store on the Walmart platform, selling remaining pre-Disposition toner cartridge and household product inventory until such inventory is fully sold.

As one of the very few toner cartridge manufacturers based in China that are mainly focused on North American and European markets, through the operating subsidiaries, we have well-established localized sales and distribution operations within those markets. We believe that the operating subsidiaries are well-positioned to capture the significant market opportunities, continue to increase our total revenue and profit, and further expand our market share. North America and Europe have each experienced steady growth in the global compatible toner cartridge market.

The operating subsidiaries’ localized sales operations include sales support team, strategically located warehouses and sophisticated order placing, warehouse management and logistic systems. The operating subsidiaries normally ship their inventories from factories in Mainland China to their strategically located warehouses in the U.S. and Europe based on the expected demand in each of the markets. To manage and support the overseas sales, the operating subsidiaries established their headquarters for Europe in the Netherlands in 2011 and further established sales office in each major market in Europe including the United Kingdom, Italy, Germany and France for further increasing their presence and market penetration. The operating subsidiaries maintain warehouses in California and South Carolina in the U.S., the Netherlands, the United Kingdom, France and Italy with sophisticated warehouse and logistics systems and professional logistic teams to ensure timely delivery from local warehouses to customers after they place orders. The operating subsidiaries also have their own highly experienced salesforces on the ground for our North American and European markets to serve and manage the local offline customers and provide support to offline customers procuring their ODM products respectively. Business customers of the operating subsidiaries procuring their ODM products and online retail customers are mainly served by the operating subsidiaries’ 24-hour sales teams based in their sales headquarter in Zhongshan City in the PRC. As of December 31, 2025, the operating subsidiaries had after-sales and technical service teams of 112 employees, with 70 of them working according to the office hours of the overseas time zones to provide timely service to these customers, which we believe significantly enhances their user experience and promotes customer loyalty. In addition, the operating subsidiaries provide drop ship service to small scale dealers whereby the operating subsidiaries deliver the products on the dealers’ behalf directly to the end customers procured by these dealers, which help to strengthen the operating subsidiaries’ collaborative relationship with these dealers.

We believe that the comprehensive sales channel coverage, advanced sales and logistics systems and customized services of the operating subsidiaries appeal to their customers and help the operating subsidiaries build a broad customer base. We believe that a key advantage the operating subsidiaries have that distinguishes them from their industry peers is that the operating subsidiaries have fully developed localized sales operations on the ground in the U.S. and Europe as well as sales team in their sales headquarter in Zhongshan City in the PRC staffed with experienced sales personnel who contact and serve customers directly and provide valued-added customer service in both logistics and after sale customer service to meet the local customers’ demand in a timely manner. Through the operating subsidiaries’ localized broad sales network and close cooperative relationships with their major customers, the operating subsidiaries are able to gauge market demand for their products more accurately and manage sales of their products in the local market more efficiently.

Theoperating subsidiaries’ advanced IT systems enable them to capture opportunities in the local compatible toner cartridge marketand operate their sales efficiently

As the size of online compatible toner cartridge market grows, an increasing number of overseas local wholesalers and dealers have started to expand their business to online sales platforms and achieve business growth from their sales online. The operating subsidiaries also utilize advanced IT systems for their offline sales by delivering services to local wholesalers and dealers with online retail businesses. The operating subsidiaries have developed an internet-based quick order system for customers including local wholesalers and dealers to facilitate these customers’ handling of orders, logistics and payments. The operating subsidiaries’ offline customers in the North American market generally use electronic data interchange system, or EDI system, to send purchase orders to the operating subsidiaries. The operating subsidiaries’ strong in–house IT team have self-developed a cloud-based warehouse management system which seamlessly connected with many third-party platforms in the U.S. for handling orders online. The operating subsidiaries provide these offline customers with automatic updates of logistics and payment information for improving the operational efficiency of their customers. Revenue derived from our offline sales channels increased from US$79.5 million for the year ended December 31, 2023, representing 52.9% of our total revenue for that year to US$85.9 million for the year ended December 31, 2024, representing 57.3% of our total revenue for that year, and decreased to US$72.9 million for the year ended December 31, 2025, representing 46.9% of our total revenue for that year.

Theoperating subsidiaries are dedicated to ensuring quality of their products and delivering excellent customer service

We believe that the quality and reliability of the operating subsidiaries’ products coupled with their localized customer service are vital in maintaining customer loyalty and upholding the operating subsidiaries’ reputation. The operating subsidiaries’ quality control system covers the entire production process, from the selection of suppliers and procurement of raw materials to production, quality and reliability assurance. The operating subsidiaries have a dedicated quality control department comprising 41 experienced engineers, supervisors and inspectors as of December 31, 2025. The operating subsidiaries’ commitment to maintaining the high quality of their products is demonstrated by the certifications the operating subsidiaries have obtained from International Organization for Standardization, or ISO, International Imaging Technology Council, and Shenzhen United Testing Technology Co., Ltd., in respect of quality control and safety measures. In addition, the operating subsidiaries’ products are typically required to adhere to the transportation standard of International Safe Transit Association (“ISTA”) Procedure 1A, reliability standard of MIL-HDBK-3388 and testing standard of ISO/IEC 19752 and ISO/IEC 19798, and the internal quality standards of our customers. See “— Manufacturing and Quality Assurance — Quality Assurance” below for details. Low product return rates reflect the high quality of the operating subsidiaries’ products. During the years ended December 31, 2023, 2024 and 2025, the total value of products returned amounted to US$4.4 million, US$4.5 million and US$4.2 million, respectively, representing approximately 2.9%, 3.0% and 2.7% of our total revenue generated for the corresponding years. During the years ended December 31, 2023, 2024 and 2025, there were no material product recalls, product returns, product liability claims or customer complaints that adversely affected our business.

In addition, the operating subsidiaries are committed to providing premium customer service quality to their customers. The operating subsidiaries have a dedicated team that provides customer and technical services to their customers, available 24/7 to address the queries and complaints regarding the operating subsidiaries’ products and services from customers. The operating subsidiaries’ ODM customers may also directly reach out to the operating subsidiaries’ local sales team for any follow-up works for the orders placed by the operating subsidiaries. In addition, the operating subsidiaries maintain generous product return and exchange policies, allowing the operating subsidiaries’ customers to order from them with ease of mind. See “— Customer Service.”

We believe that the operating subsidiaries’ emphasis on product quality and customer service has contributed to their success in gaining their customers’ confidence in their products and enhanced their position in the markets.

Wehave a strong, stable and experienced senior management team

We have a professional and experienced senior management team with a proven track record of highly successful results. Members of our core management team have deep expertise and experience in toner cartridge manufacturing and corporate management. They all have over 20 years of experience in our industry and have been with our Company since our foundation. Mr. Weidong Gu, our founder and chairman of the board of directors, has over 20 years of experience in the compatible toner cartridge industry.

We believe that our strong management capability as evidenced by our growth since our inception and the expansion of our operations worldwide, together with the extensive intellectual property portfolio and research and development capabilities of the operating subsidiaries, will enable us to strengthen the operating subsidiaries’ existing operations in all of their markets and successfully expand into additional geographical markets.

GrowthStrategies

We plan to implement the following growth strategies through the operating subsidiaries:

Increaseresearch and development efforts

The global compatible toner cartridge market is characterized by rapid technological development and continual introduction of new models. As a specialized manufacturer of compatible toner cartridges, our future success depends largely on the ability of the operating subsidiaries to continually update and launch new products that can be used in updated or new printer models that come to the market from time to time. The operating subsidiaries’ research and development capabilities have been instrumental to the quality and time-to-market of their products, which are the operating subsidiaries’ key strengths. The operating subsidiaries intend to increase research and development efforts to improve their product quality and strengthen their competitive advantages, particularly in the areas of production automation, and to form strategic partnerships with chip suppliers and developers to enhance chip technology capabilities and support the timely development of compatible toner cartridges for new printer models.

Upgradeand integrate the operating subsidiaries’ information systems to optimize their operational efficiency

In order to improve their operational efficiency and leverage advanced technologies to support their business operations, the operating subsidiaries have purchased a cloud-based Enterprise Resource Planning, or ERP system to integrate their key business functions, including procurement of raw materials, manufacture, sales, inventory, transportation and accounting. By tying together different business processes, an ERP system enables the flow of data between them and ensures the integrity of transactional data collected from multiple sources. The operating subsidiaries entered into an SAP cloud services subscription agreement in August 2024 and an SAP implementation consulting agreement with Capgemini in January 2025, and the ERP system went live on February 1, 2026. The existing sales and inventory management systems used by the operating subsidiaries for their sales in North America and Europe will be connected with the ERP system to achieve real time communication and avoid data duplication. We believe the implementation of the ERP system will facilitate the execution of our expansion strategies and help optimize our operational efficiency.

In addition, employees of the operating subsidiaries in the IT department will also be classified into three groups based on different technology development needs utilizing the ERP system. The operating subsidiaries are consolidating the mutual functions necessary for their different sales channels in their IT systems in order to provide support to their worldwide sales, in particular following their further expansion in different markets. These mutual functions include customer centers, product, purchase order, customer feedback, online retail store, payment, delivery, data service, product search and marketing. We believe such strategy will decrease the duplicated support provided to each sales channel and maximize the use of our internal resources.

Continueto increase sales and deliver customer services to offline overseas dealers, who sell our white-label products through online channelsto end customers

The operating subsidiaries plan to further develop and expand their overseas local B2B business in future years. We believe that by serving local overseas wholesalers and dealers who are growing their online sales business, the operating subsidiaries will be able to learn about the end customers, design and manufacture products catering to the preferences of end customers, provide services addressing end customers’ needs, and increase their presence in this growing market. To this end, the operating subsidiaries plan to (i) further attract and retain qualified personnel to their team, (ii) continue with the investment in and development of their proprietary technologies and IT systems to reduce logistics costs and improve overall efficiency, and (iii) increase their sales, marketing and logistics efforts, including establishing dedicated sales department to this business component, disseminating advertisements and brand promotions, and constructing additional logistics centers. With the growth potential of e-commerce, the operating subsidiaries’ high-quality products and the employment of the operating subsidiaries’ business and marketing strategies, we hope to attract and retain more local overseas wholesaler and dealer customers who operate online sales business, enhance the operating subsidiaries’ market position as a brand of toner cartridges, and further grow the business of the operating subsidiaries in general.

OurBusiness Model

*ODMbusiness.*The operating subsidiaries conduct their ODM business through selling their products to customers located overseas, who purchase their products on an ODM basis. Under the ODM business, the operating subsidiaries provide contract manufacturing services to their customers from the operating subsidiaries’ facilities in Mainland PRC and sell under the customers’ own brand names and packaging. Generally, the operating subsidiaries will ship ODM products directly to the customers’ warehouses. The target customers of wholesalers, who primarily purchase the operating subsidiaries’ products on an ODM basis, are generally large to medium enterprises, government organizations and educational institutions. For the years ended December 31, 2023, 2024 and 2025, we derived approximately 35.9%, 34.1% and 43.2% of our total revenue from sales of the operating subsidiaries’ ODM business, or sale of ODM products, respectively.

*B2Bbusiness.*The operating subsidiaries conduct their overseas B2B business through selling white-label products to dealer customers who generally resell these products to end consumers, including, among others, small to medium enterprises, local offices and schools, through offline channels and/or online e-commerce platforms. White-label products are those with generic packaging and no brand information. End consumers directly place purchase orders with these dealers through online e-commerce platforms, and the dealers provide customer services to end consumers. The operating subsidiaries, on the other hand, provide services including custom packaging solutions, drop shipping services and storage services. To better serve these dealers and develop further customer connections, the operating subsidiaries have local offices and logistics centers located across the U.S. and Europe and equip them with advanced IT systems that help with processing orders from online and offline channels. For the years ended December 31, 2023, 2024 and 2025, we derived approximately 56.5%, 57.3% and 46.9% of our total revenue from the operating subsidiaries’ overseas B2B business, or sale of white-label products to dealers, respectively.

OverseasB2C business. During the fiscal years ended December 31, 2023, 2024 and 2025, we operated online retail stores on Amazon and other online selling platforms. Following the disposition of ten (10) wholly-owned subsidiaries that previously operated the Company’s overseas B2C online store business on December 31, 2025, the Company continues to operate one (1) online store on the Walmart platform through ASL, through which it sells remaining pre-Disposition toner cartridge inventory manufactured prior to the Disposition and household products purchased prior to the Disposition. Upon the sale of all remaining inventory, such online store will cease operations. For the years ended December 31, 2023, 2024 and 2025, we derived approximately 7.6%, 8.6% and 9.8% of our total revenue from the operating subsidiaries’ overseas B2C business, or sale of branded products, respectively.

TheOperating Subsidiaries’ Products

Overview

The operating subsidiaries primarily manufacture various compatible toner cartridges for use with commonly available models of printer from different brands. The operating subsidiaries also produce remanufactured toner cartridges through refurbishing empty cartridges, removing brand names of the original-brand toner cartridges, refilling the toner and replacing any broken parts. In addition to toner cartridges, the operating subsidiaries manufacture a small amount of other ancillary printer components, primarily including carbon tapes, color tapes and packaging materials.

TonerCartridges

CompatibleToner Cartridges

A toner cartridge is the consumable component of a laser printer. Toner cartridges contain toner powder, which is used to form text and graphics on paper. The toner is transferred to paper via an electrostatically charged drum unit and fused onto the paper by heated rollers during the printing process. Compatible toner cartridges are designed and manufactured by third-party manufacturers and can be used with various printer models.

For the years ended December 31, 2023, 2024 and 2025, revenue for sales of compatible toner cartridges was US$144.5 million, US$138.1 million, and US$139.7 million, respectively, representing 96.2%, 92.2% and 90.0% of our total revenue for the respective periods.

RemanufacturedToner Cartridges

The operating subsidiaries procure used original-brand toner cartridges from empty-cartridge brokers overseas and ship the empty cartridges to their factory located in Jiangxi Province, the PRC. The operating subsidiaries produce remanufactured toner cartridges through refurbishing empty cartridges, removing brand names of the original-brand toner cartridges, refilling the toner and replacing any broken parts. The operating subsidiaries’ remanufactured toner cartridges are marked as recyclable products and sold under white-label basis.

For the years ended December 31, 2023, 2024 and 2025, revenue for sales of remanufactured toner cartridges was US$1.2 million, US$1.0 million, and US$1.5 million, respectively, representing 0.8%, 0.7%, and 1.0%, respectively, of total revenue for the periods.

Ancillaryprinter components

The operating subsidiaries also manufacture a small amount of ancillary printer components, including carbon tapes, color tapes and packaging materials for toner cartridges.

RawMaterials and Suppliers

RawMaterials and Procurement

The raw materials the operating subsidiaries procure primarily include toner, chips and OPC drums which are predominantly sourced from the operating subsidiaries’ Mainland PRC suppliers. The procurement department of the operating subsidiaries procures raw materials with reference to the operating subsidiaries’ production plans, production orders on hand, and inventory level. As of December 31, 2025, the operating subsidiaries’ procurement team of the production material control department consisted of nine (9) employees.

The purchase price of raw materials may vary in certain circumstances, such as any substantial changes in market conditions. The operating subsidiaries closely monitor fluctuations in the prices of their raw materials and adjust their raw materials inventory policy in accordance with such price fluctuations if necessary. To minimize exposure to price fluctuations of raw materials and to avoid delays and/or shortages in the supply of raw materials, the operating subsidiaries may make large-scale purchases when necessary and seek new suppliers to replace unstable suppliers. During the years ended December 31, 2023, 2024 and 2025, the operating subsidiaries did not experience any shortage or material delay in the supply of raw materials.

In addition, in the event of any material fluctuation in the purchase price of raw materials, the operating subsidiaries may adjust the selling price of their products accordingly. If the operating subsidiaries are unable to increase the selling price of their products due to market competition, the operating subsidiaries seek to mitigate the adverse impact of such price increases by improving their manufacturing efficiency. The operating subsidiaries do not currently have any hedging policies with regard to their raw materials, but the operating subsidiaries re-evaluate such determination from time to time based on the costs and benefits of hedging.

Suppliers

Selectioncriteria of raw material suppliers

The operating subsidiaries conduct assessments on all new suppliers prior to sourcing raw materials from them. Such assessments are based on several key criteria, including the quality of goods, delivery speed, quality of technical support, and responsiveness. If the operating subsidiaries determine that a supplier has met their requirements, the supplier will be added to their approved suppliers list. As of December 31, 2025, the operating subsidiaries had over 510 approved suppliers on the list. Suppliers on the approved suppliers list are subject to annual reassessment.

Concentrationof raw material suppliers

During the fiscal year ended December 31, 2023, 2024 and 2025, purchases from the operating subsidiaries’ largest supplier amounted to approximately US$17.7 million, US$16.7 million and US$10.4 million, respectively, representing approximately 23.3%, 19.3% and 11.4% of the operating subsidiaries’ total purchases, respectively. Purchases from the operating subsidiaries’ top five suppliers amounted to approximately US$36.5 million, US$37.9 million, and US$49.8 million, respectively, representing approximately 47.9%, 43.7% and 54.7% of total purchases, respectively. For the fiscal year ended December 31, 2023, two suppliers each accounted for more than 10% of the Company’s total purchases, namely Zhongshan Yuanshi Micro Technology Co., Ltd. and Jiangxi Runhong Mould Co., Ltd., contributing approximately 23.3% and 11.1% of the Company’s total purchases, respectively. For each of the fiscal years ended December 31, 2024 and 2025, one supplier, Zhongshan Yuanshi Micro Technology Co., Ltd., accounted for more than 10% of the Company’s total purchases, contributing approximately 19.3% and 11.4% of the Company’s total purchases, respectively. No other supplier accounted for more than 10% of the Company’s total purchases in any of the fiscal years ended December 31, 2023, 2024 and 2025.

Other than color toner, the operating subsidiaries’ raw materials are generally available from a large number of local suppliers. There is only a limited number of color toner manufacturers globally. One of the operating subsidiaries’ suppliers is the largest manufacturer of color toner in Mainland PRC, but also the operating subsidiaries’ competitor for the sale of compatible toner cartridges. Through Jiangxi Leibotai, we entered into a legally binding procurement agreement with this supplier for a term from January 1, 2026 to December 31, 2028. Notwithstanding the foregoing, we believe the operating subsidiaries are able to source color toner from other manufacturers, although this may not be at a favorable cost given the limited number of manufacturers available. During the years ended December 31, 2023, 2024 and 2025, the operating subsidiaries did not experience any significant difficulties in obtaining raw materials and packaging materials, and the operating subsidiaries did not encounter any significant problems with the quality of their raw materials or packaging materials.

Procurementagreements with raw material suppliers

The operating subsidiaries generally enter into legally binding procurement agreements with their suppliers. The principal terms of the procurement agreements are summarized below.

●	Duration:<br> Such procurement agreements are generally effective for a term of two (2) years.
●	Pricing:<br> Product prices are not specified in the procurement agreements but are instead confirmed in individual purchase orders.
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●	Specifications and quality requirements: Raw materials supplied by the suppliers shall strictly comply with the applicable product specifications<br> and standards.
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●	Payment terms: Payments are made by the operating subsidiaries to their suppliers through mutually agreed methods, including wire transfer,<br> bank transfer, cash, and check. The specific payment date shall be the date on which the payment terms agreed in the relevant purchase<br> orders become due and payable.
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●	Delivery:<br> Products shall be delivered in accordance with the applicable purchase orders or other written requirements of the operating subsidiaries.
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●	Inspection and product returns: The operating subsidiaries typically inspect products for compliance with agreed quality standards, quantity,<br> and specifications upon receipt. If any issue is identified, the operating subsidiaries shall resolve the issue with the relevant<br> supplier within a reasonable period (not to exceed one month). Where the cause of the issue is attributable to the supplier, the<br> supplier shall be responsible for rectifying or remedying such issue.
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●	Warranty:<br> The product warranty period shall comply with applicable laws and regulations and the operating subsidiaries’ requirements.<br> In the absence of a clear applicable rule, or where the relevant standard is lower than the operating subsidiaries’ requirements,<br> the product warranty period shall be two (2) years from the date of acceptance.
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●	Confidentiality:<br> Without the prior written consent of the other party, neither party shall disclose any trade secrets or confidential information<br> of the other party to any third party.
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Manufacturingand Quality Assurance

ProductionProcess

The toner cartridges the operating subsidiaries produce include compatible toner cartridges and remanufactured toner cartridges. Except for the additional procedures of grade, disassembly and cleaning related to remanufactured toner cartridges, the production process of the two types is substantially the same. The production of one cartridge generally takes approximately 10 minutes. The following diagram illustrates the principal production process:

ProductionFacilities

All of the operating subsidiaries’ production facilities are located in Xinyu City, Jiangxi Province, the PRC and occupy approximately 182,986 square meters. As of December 31, 2025, the operating subsidiaries owned a production factory with two single-level buildings of similar size accommodating our 39 production lines. As set forth in detail below, the operating subsidiaries’ production facilities are already close to full capacity. Owing to the limited space of our existing production facilities, it is not feasible for the operating subsidiaries to establish new productions lines in their existing production facilities. The operating subsidiaries’ production lines can be adjusted by adding or replacing certain production equipment without incurring significant setup time and costs to meet different product specifications.

Majorproduction machinery and equipment

The following table sets out a summary of the operating subsidiaries’ major production machinery and equipment they use for production:

Machinery/Equipment		Use and Function
(1)	Toner<br> filling machine	Filling<br> toner into the toner bottle
(2)	Doctor<br> blade automatic installation machine	Automatically<br> installing doctor blade
(3)	Wiper<br> blades automatic installation machine	Automatically<br> installing wiper blade
(4)	Primary<br> charge roller automatic installation machine	Automatically<br> installing primary charge roller

Production facilities are organized and managed by the operating subsidiaries’ safety staff in administration department. The operating subsidiaries conduct regular maintenance of their machinery and equipment so as to ensure that their business operations will not be disrupted unnecessarily. During the years ended December 31, 2023, 2024 and 2025, the operating subsidiaries did not encounter any breakdown of their production facilities that had a material adverse impact on their business operations.

QualityAssurance

The operating subsidiaries emphasize quality and reliability on their manufacturing process. The operating subsidiaries have been accredited the following international certifications.

Certificate	Coverage	Issuing Authority	Date of Grant	Date of Expiration
GB/T19001-2016/ISO9001:2015	the<br> standard quality management system certification for our design, production and service of laser printer cartridge products	Shenzhen<br> Universal Certification Center Co., Ltd.	June 16,<br> 2023	June 15,<br> 2026
GB/T24001-2016/ISO14001:2015	the<br> environmental management system certification for our design and production of laser printer cartridge products	Shenzhen<br> Universal Certification Center Co., Ltd	June 16,<br> 2023	June 15,<br> 2026
CE<br> Certificate of Compliance	the<br> compulsory safety CE certification according to the applicable EU directors for products entering the European Economic Area	Shenzhen<br> United Testing Technology Co., Ltd.	June 10, 2019	Long term
STMC	the<br> recognition for competence in Toner Printer Cartridge Quality Assurance Test Methods according to the Standard Test Methods Committee<br> (STMC) Guide for evaluating all-in-one printer cartridges	International<br> Imaging Technology Council	April 11, 2025	April 11, 2027

In addition, the operating subsidiaries’ products are typically required to adhere to the transportation standard of ISTA Procedure 1A, reliability standard of MIL-HDBK-3388 and testing standard of ISO/IEC 19752 and ISO/IEC 19798, and the internal quality standards of our customers. In order to meet the high-quality standards and to help minimize product return costs, the operating subsidiaries’ quality assurance procedures are carried out at various stages of the manufacturing process, including incoming, in-process and outgoing stages. To closely monitor the operating subsidiaries’ manufacturing process, the operating subsidiaries’ product group had a quality assurance division consisting of a team of 41 experienced engineers, supervisors and inspectors as of December 31, 2025. Furthermore, the operating subsidiaries have implemented systematic defect-elimination procedures to the entire manufacturing process to reduce defect rates in their products.

Incominginspection for raw material

Each chip the operating subsidiaries purchased is generally required to be inspected before being put into use. Other raw materials the operating subsidiaries purchase are generally inspected on a sampling basis. The sampled raw materials and chips need to go through a comprehensive visual inspection, physical test and functional test. For important materials including OPC drum, chip and toner, the operating subsidiaries conduct trial production before placing them in stock. For ordinary materials, the operating subsidiaries review the laboratory testing report to confirm the conditions of the raw materials before placing them in stock. The operating subsidiaries require their raw materials and components suppliers to establish and maintain stringent quality assurance systems throughout such suppliers’ production processes and be able to provide timely on-site support in the event that incoming raw materials and components do not meet the operating subsidiaries’ quality standards.

In-processquality assurance inspection

The operating subsidiaries carry out quality control on their semi-finished products at various stages along their production lines to ensure the quality of such semi-finished products complies with applicable industry standards and internal benchmarks. The operating subsidiaries perform first article inspection at the beginning of every shift to ensure that the first set of products assembled at the beginning of the relevant shift meets all the relevant quality standards before the operating subsidiaries begin mass production. Quality inspection and process assessments are also performed regularly to oversee quality assurance procedures throughout the assembly process in order to minimize the quality variance at various stages of the production process.

Outgoingquality assurance inspection

Finished products undergo outgoing quality assurance inspection before they are shipped to the operating subsidiaries’ customers and overseas warehouses. Products, which do not meet the internal quality standards, are returned to the operating subsidiaries’ manufacturing facilities for remediation, and when remedied, are subject again to the same outgoing quality assurance inspection. The operating subsidiaries carry out quality control on their finished products by random and sample testing including 100% printing test, visual inspection and life test.

Researchand Development

The operating subsidiaries engage in ongoing research and development activities to meet their customers’ increasingly sophisticated needs and maintain their leading-edge capabilities. As of December 31, 2025, the operating subsidiaries’ research and development team was comprised of 134 professional engineers and skilled technicians. The team was led by Mr. Weidong Gu, who has over 20 years of experience in the compatible toner cartridge industry. Most of the products developed from the operating subsidiaries’ research and development activities were compatible toner cartridges, and all of the operating subsidiaries’ compatible toner cartridges are covered by certain patents owned by the operating subsidiaries. The majority of our revenue generated during the years ended December 31, 2023, 2024 and 2025 was related to sales of compatible toner cartridges developed by the operating subsidiaries’ research and development team. For the years ended December 31, 2023, 2024 and 2025, our revenues generated from sales of the operating subsidiaries’ self-developed compatible toner cartridges were 96.2%, 99.3% and 90.0% of our total revenues for the respective periods.

We spent US$6.6 million, US$6.2 million and US$9.8 million for the years ended December 31, 2023, 2024 and 2025, respectively, on research and development activities. We consider the operating subsidiaries’ research and development activities critical to the continuing success of our business. The operating subsidiaries’ research and development efforts are focused on the following areas:

●	upgrade<br> their products in line with the continuous update of printers;
●	design<br> and development of new products; and
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●	design<br> and development of new production process to improve production efficiency and reduce overall manufacturing costs while maintaining<br> design reliability.
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The operating subsidiaries’ typical new product development process consists of the following steps:

The operating subsidiaries adopt a scientific and rigorous testing procedure with advanced equipment to ensure the quality reliability of their products. The operating subsidiaries’ products typically undergo tests mainly including reliability test, life test, high-low temperature and humidity test and noise test by printing at low speed. The operating subsidiaries closely monitor the customer feedback of a new product during the first six months after being launched to the market.

The operating subsidiaries’ research and development department is responsible for exploring and evaluating potential new products to be developed and manufactured by the operating subsidiaries. In order to quickly develop products compatible with new models of printers and meet customers’ changing needs, the operating subsidiaries closely track the latest patent rights applied by printer manufacturers, study the design, structure and components used in original-brand product updates, new original-brand products being released, and conduct market research to collect customer feedback. Through patent search, the operating subsidiaries gain access to patent information including the description of the claimed invention, the scope of patent protection sought by the applicant and the information of the patent holder. By tracking and analyzing the patents filed or obtained by printer manufacturers and industry peers, the operating subsidiaries are able to discover new trends in technology and product development at an early stage, build on and improve existing products and obtain guidance for the development of the operating subsidiaries’ self-owned technologies. In addition, the operating subsidiaries closely monitor the distribution channels of original-brand manufacturers including official websites, wholesale and offline retail stores to obtain the publicly available information of new products being launched.

Pricing

The operating subsidiaries adopt different pricing strategies for their products depending on different sales channels. In particular, the pricing levels of the operating subsidiaries’ products are formulated in consideration of the main factors below:

●	ODM<br> customers (sale of ODM products): The operating subsidiaries generally adopt a fixed cost-plus pricing policy by considering the<br> customer consumption volume, customer payment terms and delivery terms, length of business relationship and prices of competing products.<br> The operating subsidiaries do not have rights to set the retail price of their ODM products for their customers, because ODM products<br> are sold by the operating subsidiaries’ customers at the price set at such customers’ own discretion.
●	Dealers<br> (sale of white-label products and in the PRC domestic market, also self-branded products): The operating subsidiaries typically price<br> their white-label products at higher rates compared to their ODM products, as the operating subsidiaries take into account costs<br> associated with their exclusive services provided to dealers, including custom clearance, warehousing, relabeling services, and direct<br> shipping to end consumers. As a result, the operating subsidiaries are able to generate reasonable profits from their white-label<br> products. The operating subsidiaries generally set prices at 15% to 25% of the prices of original-brand cartridge products sold to<br> dealer customers, and are able to generate reasonable profits from such sales.
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ODM customers (sale of ODM products): The operating subsidiaries generally adopt a fixed cost-plus pricing policy by considering the customer consumption volume, customer payment terms and delivery terms, length of business relationship and prices of competing products. The operating subsidiaries do not have rights to set the retail price of their ODM products for their customers, because ODM products are sold by the operating subsidiaries’ customers at the price set at such customers’ own discretion.

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Dealers (sale of white-label products and in the PRC domestic market, also self-branded products): The operating subsidiaries typically price their white-label products at higher rates compared to their ODM products, as the operating subsidiaries take into account costs associated with their exclusive services provided to dealers, including custom clearance, warehousing, relabeling services, and direct shipping to end consumers. As a result, the operating subsidiaries are able to generate reasonable profits from their white-label products. The operating subsidiaries generally set prices at 15% to 25% of the prices of original-brand cartridge products sold to dealer customers, and are able to generate reasonable profits from such sales.

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●	Online<br> retail customers (sale of branded products): The operating subsidiaries generally set the retail prices for their branded products<br> sold to retail customers at 30% to 50% of the prices of original-brand cartridge products. Typically, the operating subsidiaries<br> are able to derive the highest profit margins from sales to online retail customers, among the three sales channels.

As the ability of the operating subsidiaries to offer competitive prices is critical in securing orders with and obtaining more bargaining power from their ODM customers, the operating subsidiaries usually review their pricing levels on a quarterly basis with their ODM customers to reflect changing market and operational conditions, and the operating subsidiaries adjust price list periodically. The operating subsidiaries’ branded products and white-label products typically generate higher profit margins compared to ODM products. We believe that the operating subsidiaries have more bargaining power for their white-label products because of their localized operation and ancillary services provided to dealers, including relabeling services and direct shipping to end consumers, among others. The operating subsidiaries’ direct-to-consumer approach in selling their branded products also allows the operating subsidiaries to cut out the distributors and control their costs more effectively and provides the operating subsidiaries with more flexibility in pricing.

Logisticsand Warehousing

Logistics

In the U.S., the operating subsidiaries strategically located their warehouses on the east and west coasts, in California and South Carolina respectively. A majority of the operating subsidiaries’ customers in North America, primarily in the U.S., can also track product deliveries through the operating subsidiaries’ self-developed inventory and logistics system named Matrix (“Matrix System”). The operating subsidiaries generally keep reasonable levels of inventories in the warehouses according to the population coverage. The operating subsidiaries also have a major logistics center in Venlo in the Netherlands and three warehouses strategically located in the north, central and south parts of Europe, including the United Kingdom, France and Italy.

We believe that reliable and timely product delivery is a critical component of providing satisfying shopping experience for the operating subsidiaries’ customers. Generally, finished products may be delivered at the operating subsidiaries’ costs or their customers’ costs to the locations designated by the operating subsidiaries’ customers, depending on the operating subsidiaries’ delivery arrangement with each customer.

The operating subsidiaries’ product delivery is generally arranged as follows:

ODMproducts (to ODM customers). The operating subsidiaries’ ODM products are generally being shipped directly from the operating subsidiaries’ production facility. The operating subsidiaries’ customers purchasing ODM products usually choose free on board (FOB) shipping arrangement or delivered duty paid (DDP) shipping arrangement. The operating subsidiaries are responsible for the customs declarations with the Mainland PRC customs. For DDP shipping arrangement, the operating subsidiaries are also responsible for the customs clearance by engaging a customs broker to complete the relevant customs clearance procedures at the foreign customs.

White-labelproducts (to overseas dealer customers or their end customers). The operating subsidiaries white-label products are generally being delivered from the operating subsidiaries’ production facility to their main overseas logistics centers, located in California and Venlo. The operating subsidiaries use major international delivery services companies to deliver their products from their overseas warehouses to the agreed-upon location of the wholesalers and dealers. A majority of the customers of the operating subsidiaries in North America, primarily in the U.S., can also track product deliveries through the operating subsidiaries’ Matrix system which integrates with the operating subsidiaries’ EDI ordering system for better sales management.

Brandedproducts (remaining inventory). The remaining toner cartridge inventory held by ASL is delivered from the operating subsidiaries’ production facility to the warehouses maintained by the fulfillment centers of the Walmart platform and the operating subsidiaries’ overseas warehouses. Such products may be delivered to online retail customers either by the platform or directly by the operating subsidiaries.

White-labeland self-branded products (to domestic dealers in the PRC). The operating subsidiaries’ white-label products and self-branded products sold to domestic dealers in the PRC are generally delivered from the operating subsidiaries’ production facilities located in Xinyu City, Jiangxi Province, the PRC. The operating subsidiaries arrange delivery of such products through third-party logistics service providers. Depending on the circumstances, delivery may be made either (i) directly to the domestic dealers, who are then generally responsible for arranging onward distribution of the products to their end customers within the PRC; or (ii) at the request of a domestic dealer, directly to the end customers designated by such dealer, in which case the operating subsidiaries arrange shipment to such designated locations through third-party logistics service providers. The operating subsidiaries coordinate with their domestic sales team to manage delivery schedules and ensure timely fulfillment of purchase orders placed by domestic dealers.

WarehouseOperations

The operating subsidiaries have warehouse management procedures that monitor the planning and allocation of warehouse space and stock of raw materials, work-in-progress and finished products to coordinate with the delivery arrangements and schedules. The operating subsidiaries have equipped fire alarm equipment, anti-theft system, security alarm and sprinkler system in their warehouses to protect their warehouses in Europe. In Europe, the operating subsidiaries use a powerful order management system named multichannel order manager to manage their purchase orders and ensure accurate inventory level information. In the U.S., the operating subsidiaries have equipped fire alarm and sprinkler system in their warehouses. In addition, the operating subsidiaries utilize their self-developed Matrix system to conduct inventory management and warehouse rack management, which enables them to maintain accuracy on stock inventory. The operating subsidiaries also perform a random stock check to confirm if some of the low inventory stock level is matching with the recordings in their Matrix system. The operating subsidiaries carry out physical stock counts every quarter to monitor their inventory level and to identify obsolete or damaged stock.

InventoryControl

The operating subsidiaries’ inventory mainly comprises raw materials, work-in-progress and finished products.

For ODM products, the operating subsidiaries manufacture the products on a made-to-order basis. The operating subsidiaries produce the ODM products after they receive a confirmed order of products.

For white-label products, the operating subsidiaries’ sales and marketing department, based on their understanding of historical sales and perceived market trends, formulates annual sales targets at the Company’s level and at the regional level. The operating subsidiaries’ regional sales teams then prepare their respective quarterly sales targets. The operating subsidiaries’ logistics teams communicate with regional sales teams on a weekly basis to review and make the next quarter’s sales prediction, and then communicate with the operating subsidiaries’ factory for upcoming production schedule. It generally will take about one month to manufacture the products and another 1.5 months to deliver the products to the operating subsidiaries’ overseas warehouses. The operating subsidiaries’ sales and marketing department reviews regularly whether the operating subsidiaries’ regional sales teams are able to meet their sales targets. At the end of each year, the operating subsidiaries’ sales and marketing department reviews annual sales by region, product and brand, customer turnover rate, the level of returned goods and the number of customer complaints. It is the operating subsidiaries’ policy to maintain sufficient inventory level of finished products. This is determined with reference to the historical daily sales of each type of products.

Salesand Customers

The operating subsidiaries sell their products and services through their own sales and marketing team based in the United States and Europe. As of December 31, 2025, the operating subsidiaries employed approximately 509 salespersons. They are responsible for identifying business and market opportunities, engaging in business networking, participating in industry exhibitions, organizing logistics, handling customer complaints, processing purchase orders, promoting products and social media and other online platforms, deepening relationships with existing customers, and cultivating relationships with potential customers worldwide. The operating subsidiaries’ sales and marketing departments include a Mainland PRC sales division and an overseas sales division. The operating subsidiaries’ overseas division is responsible for the sales of white-label products and assists the Mainland PRC sales team to follow up on the customers purchased ODM products in the North America and Europe market. The operating subsidiaries’ Mainland PRC sales division is further divided into an ODM sales team and an online branded products sales team.

The operating subsidiaries generally approach and develop new customers through the following methods:

ODMcustomers and Dealers

(i)	The<br> operating subsidiaries participate in office supplies and printer consumables exhibitions to create business relationships with potential<br> customers. The operating subsidiaries also follow up with potential customers to explore their purchasing needs.
(ii)	The<br> operating subsidiaries contact active local dealers and make cold calls to potential customers.
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(iii)	The<br> operating subsidiaries hire salespersons with rich industry experiences.
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Onlineretail customers

(i)	The<br> operating subsidiaries invest in sponsored advertisements on online selling platforms to reach customers interested in purchasing<br> toner cartridges to improve the brand recognition of the operating subsidiaries, grow customers and boost sales.
(ii)	Through<br> providing customer services on a timely basis and constantly improving the quality of their services to online retail customers,<br> the operating subsidiaries aim to build and improve their brand reputation and boost word-of-mouth marketing.
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For the fiscal year ended December 31, 2023, we sold approximately 35.9%, 56.6% and 7.6% of our products to ODM customers, dealers and online retail customers, respectively, compared to 34.1%, 57.3% and 8.6% for the fiscal year ended December 31, 2024, and 43.2%, 46.9% and 9.8% for the fiscal year ended December 31, 2025.

Salesto ODM Customers

ODM customers are those who purchase products from the operating subsidiaries which are manufactured according to the operating subsidiaries’ specifications and packaged under the ODM customers’ brands. ODM customers procure the operating subsidiaries’ products directly from the operating subsidiaries’ sales offices in Mainland PRC and the operating subsidiaries deliver from their production facilities in Mainland PRC. The operating subsidiaries have established over nine years of business relationship with most of their major ODM customers. Customers purchasing the operating subsidiaries’ ODM products generally order their products with bulk quantity. The operating subsidiaries mainly provide manufacturing services for ODM customers and produce products under ODM customers’ brands. Given their advantage in developing relatively sizeable customers, in general, we believe that those ODM customers are more sensitive to material price adjustments.

During the years ended December 31, 2023, 2024 and 2025, the operating subsidiaries did not enter into any sales agreements or long-term contracts with their ODM customers other than rebate agreements for their ODM products. Through the rebate agreements, the operating subsidiaries offer them a discount on the selling price of 1% to 2% if ODM customers accept the responsibility to provide warranty services to end users for purchased goods with manufacturing defects, or if the customers make purchases of or above certain volume. In the event that the amount of defective products exceeds 1% of the total amount of products, ODM customers can return the defective ODM products back to the operating subsidiaries as credit. Such rebate agreement generally is valid for one year and shall be automatically extended at its expiration if neither party objects. The operating subsidiaries’ sales are conducted on a purchase order basis.

During the years ended December 31, 2023, 2024 and 2025, there were no material sales return from the operating subsidiaries’ customers purchasing their ODM products. For the years ended December 31, 2023, 2024 and 2025, sales to ODM customers were US$54.0 million, US$51.1 million and US$67.1 million, accounting for approximately 35.9%, 34.1% and 43.2% of our total revenues for those years, respectively.

Salesto Dealers

Dealers are customers who source toner cartridges from importers and/or wholesalers, and sell them to end consumers who place purchase orders with them, including small to medium sized enterprises, local offices and schools, among others. Many dealers do not maintain their own warehouses and therefore depend on importers and/or wholesalers to ship the orders directly to their end customers. Dealers typically order the operating subsidiaries’ products with small quantities compared to ODM customers. The operating subsidiaries’ local sales team need to identify and develop the dealers and provide the dealers with customized services. The operating subsidiaries supply overseas dealers with products with generic packaging boxes with no brand information, or white-label products. In addition, the operating subsidiaries conduct a domestic PRC B2B business through selling self-branded products under two brands, Shiyin and Tiancai, to domestic customers. The operating subsidiaries also provide optional ancillary services, including relabeling services, drop shipping services and storage services to dealers. With the aforementioned ancillary services, we believe that the operating subsidiaries have gained more bargaining power. In addition, through the operating subsidiaries’ proprietary EDI system and internet-based quick order system, the operating subsidiaries’ dealer customers can easily and effortlessly place orders with the operating subsidiaries, locate product specifications and inventory information, check the status of their orders, and make payments. See “— Technology.”

The operating subsidiaries do not enter into sales agreements or any long-term contracts with the dealers, and the operating subsidiaries’ sales are conducted on a purchase order basis. The dealers are not allowed to return or exchange products except for defective products.

For the years ended December 31, 2023, 2024 and 2025, the operating subsidiaries’ sales of white-label products to overseas dealers were approximately US$84.9 million, US$85.9 million and US$72.9 million, representing 56.5%, 57.3% and 46.9% of total revenue for respective periods.

Salesto Online Retail Customers

The operating subsidiaries’ online retail customers are those who purchase toner cartridge products through ASL’s online retail store on the Walmart platform. Individuals and small to micro sized enterprises mainly order through the online store. Upon sale of all remaining inventory, such online store will cease operations.

Currently, ASL operates one (1) online store on the Walmart platform, through which it sells remaining pre-Disposition toner cartridge and household product inventory. The operating subsidiaries’ sales to online retail customers are conducted on a per-order basis. Upon the sale of all remaining inventory, such online store will cease operations.

The operating subsidiaries typically set the retail prices for branded products to 30% to 50% of those of original-brand cartridge products. For the years ended December 31, 2023, 2024 and 2025, revenue generated from our online retail stores from branded products were approximately US$11.4 million, US$12.9 million and US$15.2 million, representing 7.6%, 8.6% and 9.8%, respectively, of total revenue for the periods.

GeographicCoverage

The operating subsidiaries’ products are currently sold to customers in over 54 countries. Sales to North American and European customers represent the majority of our total revenue. The operating subsidiaries’ European customers are from a large number of different countries, including Germany, Russia, the United Kingdom, Italy, Netherlands, France, Hungary, and others, among which customers from Germany constitute the largest market share among customers from all European countries with respect to the operating subsidiaries’ ODM business and B2B business.

CustomerService

The operating subsidiaries are committed to providing premium customer service quality to their customers, which is reflected in the operating subsidiaries’ product return and exchange policies. The operating subsidiaries maintain their main customer service center in sales headquarters in Zhongshan City in the PRC, handling user queries and complaints regarding the operating subsidiaries’ products and services. As of December 31, 2025, the operating subsidiaries had after-sales and technical service teams of 70 employees working according to the office hours in U.S. and European time zones to provide 24-hour service to these customers. The operating subsidiaries’ local sales team will also provide sales-related follow-up works for their customers. Customers can make queries on the operating subsidiaries’ products and ordering process and file complaints around the clock by various means, such as online chatting, a customer service hotline, emails and face-to-face communication. The operating subsidiaries’ customer service representatives are required to complete training on product and service knowledge, complaint handling and communication skills. The operating subsidiaries aim to provide timely, comprehensive, and high-quality customer services to ensure that the operating subsidiaries meet their customers’ needs and expectations for their products.

Servicesto ODM Customers and Dealers

The operating subsidiaries’ customers, including ODM customers and dealers, are eligible to refund or exchange defective products within two years from the date of purchase. During the warranty period, customers are eligible to submit refund or exchange requests to the operating subsidiaries’ return merchandise authorization team, or RMA team, at the operating subsidiaries’ quality assurance department. The RMA team will process the requests within 48 business hours. To expedite the RMA procedure, the operating subsidiaries request customers to submit RMA with five essential pieces of information, including item number, quantity, reason for return, batch number and original order number or purchase number. The operating subsidiaries generally provide a credit to the operating subsidiaries’ customers in the method in which the customers paid within seven business days of our receipt of the accepted return. A refund will not be processed until the product is received by the operating subsidiaries’ warehouse.

Defectiveproducts. The operating subsidiaries’ quality assurance team in sales headquarters in the U.S. and Europe will diagnose the claims for defective products based on the essential information and determined if the operating subsidiaries need to retrieve for inspection or not. Upon receipt of the returned items, the operating subsidiaries shall inspect them for final determination of return, exchange, or notification of ineligible products. The operating subsidiaries will notify their customers if any ineligible products are received. The operating subsidiaries reserve the right to either recycle or otherwise dispose of the ineligible products after seven days from the date customers were notified. Ineligible products include (i) any products were damaged due to customers’ error; (ii) any products are returned due to defects, but no defect is found after testing; (iii) any product that was not directly purchased from the operating subsidiaries or not the operating subsidiaries’ products; (iv) any returns with more than 70% of toner usage; and (v) any products that were malfunctioned. If the quality issues of our products are due to the faults of the operating subsidiaries’ suppliers, the operating subsidiaries will claim against their suppliers.

Incorrectlysupplied products. The customers should notify the operating subsidiaries within 180 days of receipt of the incorrectly supplied products to qualify for refund or free replacement.

Missing,incomplete or damaged orders. If the purchase orders have not arrived, or arrive in complete or damages, the operating subsidiaries’ customers could contact their RMA Department to report any issue within three business days of the delivery date to qualify for refund or free replacement. If the products are lost or damaged in shipping, the operating subsidiaries’ customers or the operating subsidiaries could file a claim with the carrier for the loss if the products are shipped on a customer’s account or the operating subsidiaries’ account.

Changeof mind returns. Customers may request product returns at their own costs if they are ordered in error or unwanted within 90 days from the original invoice date. The products must be returned in resalable condition with the original packaging. The operating subsidiaries will charge 20% restocking fee if the products are returned to the operating subsidiaries after 90 days from the original invoice date. The operating subsidiaries will charge US$2 each on re-box if the packaging is damaged or defaced in any way, or if the packaging has been customized.

Servicesto Online Retail Customers

The operating subsidiaries allow their customers purchased through their online channels to exchange or return goods within 30 days of receipt of shipment for any reason. The operating subsidiaries generally allow their customers to exchange or return any defective products with quality issues at any time after purchase. For returning, exchanging or repairing any defective products, the operating subsidiaries’ customers can mail such products to the operating subsidiaries after initiating a product return request on the platform on which they purchased the products.

Saleof Household Products

Utilizing their supply chains and benefiting from established online sales channels, the operating subsidiaries sell third-party manufactured household products directly to customers through their online stores. Such products include fitness and home exercise equipment, electronics and accessories, home and kitchen appliances, and garden and outdoor tools, among others. The operating subsidiaries select the household products they sell based on market research and the sales volume of such product categories across various e-commerce platforms. The selection process involves identifying high-demand products, obtaining price quotes from suppliers, and evaluating profitability by comparing prevailing market prices with the operating subsidiaries’ cost of sales. Only products with a viable profit margin are considered for sale. The operating subsidiaries typically set retail prices for household products at competitive levels, aligning them with prices of comparable products on e-commerce platforms.

The operating subsidiaries’ household products are generally delivered from the suppliers to the warehouses maintained by the fulfillment centers of online selling platform and the operating subsidiaries’ overseas warehouses. The operating subsidiaries’ household products may be delivered to customers either by the platform or directly by the operating subsidiaries.

For household products, the operating subsidiaries determine their inventory levels based on the supply chain cycle of each product. Specifically, the operating subsidiaries consider factors such as supplier delivery times, shipping durations, and local inventory turnover requirements. For example, if a supplier’s delivery cycle is 30 days, transportation takes 45 days, and the operating subsidiaries aim to maintain 45 days of inventory at the destination warehouses, the total inventory level required would be 120 days in aggregate. This approach enables the operating subsidiaries to ensure a stable and sufficient level of product supply while minimizing the risk of stockouts.

Following the Disposition and as of the date of this annual report, through ASL, we operate one (1) online retail store on the Walmart platform, through which we sell remaining pre-Disposition toner cartridge and household product inventory. Upon the sale of all remaining inventory, such online store will cease operations.

For the years ended December 31, 2023, 2024 and 2025, revenue from the sale of household products was approximately US$4.1 million, US$10.7 million and US$14.0 million, respectively, accounting for approximately 2.7%, 7.1% and 9.0% of total revenue, respectively.

Suppliersof household products

Household products were sourced from suppliers based in the PRC, and the operating subsidiaries did not participate in the manufacturing of such products. When selecting suppliers, the operating subsidiaries prioritized existing partners who offered the same products while also exploring new suppliers within the industry that provided comparable quality at lower costs. The operating subsidiaries did not enter into long-term agreements with their suppliers; instead, products were procured on an as-needed basis through purchase orders. Such purchase orders typically included the name, quantity, unit price and specifications of the products ordered, as well as payment terms and delivery schedule and location. Additionally, no single supplier of household products accounted for more than 10% of the Company’s total purchases in any of the fiscal years ended December 31, 2023, 2024 and 2025.

Technology

The operating subsidiaries’ technologies are crucial to their success. The operating subsidiaries have invested strategically to build their proprietary technology, with the goal of improving operational efficiency and customer experience.

EDIsystem. The operating subsidiaries have launched their electronic data interchange system for their dealer customers located in North America, through which the customers can send purchase orders to the operating subsidiaries and receive shipping information from the operating subsidiaries.

Internet-basedquick order system. The operating subsidiaries provide one-step ordering solutions to their ODM and dealer customers through the operating subsidiaries’ internet-based quick order system. Through this system, the operating subsidiaries’ customers could place and handle orders, locate product specifications and inventory information, check the status of their orders, and make payments.

Cloud-basedwarehouse management system. The cloud-based management system connects with many third-party platforms in the U.S. The operating subsidiaries have also integrated their cloud-based warehouse management system with their EDI system, allowing the operating subsidiaries to process orders, monitor the status of their inventory, and handle accounting matters through the system. After the operating subsidiaries’ customers place orders on Amazon or other online selling platforms, or through the operating subsidiaries’ EDI system or internet-based quick order system, such orders are processed through the operating subsidiaries’ cloud-based warehouse management system, which will generate automated messages to the operating subsidiaries’ warehousing and logistics teams for further processing and delivery. Any updates to the status of customer orders will be sent by the operating subsidiaries’ cloud-based warehouse management system back to the corresponding online selling platform, EDI system or internet-based quick order system, such that the operating subsidiaries’ customers are able to check the real-time status of their orders.

IntellectualProperty

Through the operating subsidiaries, we currently hold a broad collection of rights relating to certain aspects of our in-house designed products. Such rights include trademarks, patents, domain names, trade names, trade secrets and other proprietary rights in a number of overseas jurisdictions including the U.S., Europe, and Mainland PRC. All of the operating subsidiaries’ compatible toner cartridges are covered by some of their patents. We believe the duration of intellectual property rights is adequate relative to the expected lives of the operating subsidiaries’ products and services.

The operating subsidiaries have established and implemented internal policies and protocols in relation to the creation, management, implementation and protection of their intellectual property and trade secrets. Under the operating subsidiaries’ intellectual property protection measures, as of December 31, 2025, we had 409 registered patents, including utility patents, design patents and others, in Mainland PRC and worldwide, including 382 registered patents in Mainland PRC. As of December 31, 2025, we had 142 pending patent applications worldwide, including 134 of such pending applications in Mainland PRC. In addition, as of December 31, 2025, we had 122 trademarks, including 112 trademarks in various categories registered in Mainland PRC, one (1) trademarks in various categories registered in the U.S., seven (7) trademarks in various categories registered in Europe, and two (2) trademarks registered in Hong Kong. We also have two (2) domain names registered.

The operating subsidiaries rely on a combination of patent, and trademark laws and restrictions in Mainland PRC and other jurisdictions, fair trade practice, as well as confidentiality procedures and contractual provisions to protect their intellectual property rights and in order to provide patent safe and self-developed products to their customers. Despite the operating subsidiaries’ precautions, third parties may infringe the operating subsidiaries’ intellectual property rights. Unauthorized use of the operating subsidiaries’ intellectual property by third parties and the expenses that may incur in protecting the operating subsidiaries’ intellectual property rights from such unauthorized use may adversely affect our business and results of operations. See “Item 3. Key Information—D. Risk Factors — Risks Relating to the Business and Industry of the Operating Subsidiaries— The operating subsidiaries’ ability to compete effectively may be hampered if their intellectual property rights are infringed on by third-parties or, on the other hand, if they are alleged or found to have infringed on the intellectual property rights of others.”

We and the operating subsidiaries have not been involved in any actions, which have had a material negative impact on our financial position or results of operations, brought against us or the operating subsidiaries by any third parties claiming that we and/or the operating subsidiaries have infringed their intellectual property rights. However, from time to time we and/or the operating subsidiaries may be involved in disputes relating to intellectual property rights belonging to or asserted by third parties.

Competition

The operating subsidiaries are a specialized manufacturer, supplier and seller of toner cartridges to our customers mainly in North America and Europe. The operating subsidiaries face competition from manufacturers of similar products in China for sale to customers in the North America and Europe. Based on the operating subsidiaries’ operating experience, we believe the principal competitive factors in the operating subsidiaries’ relevant markets include:

●	production<br> scale, including production and processing capacities;
●	quality<br> of products;
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●	research<br> and development capabilities;
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●	selling<br> price;
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●	production<br> cost;
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●	customer<br> satisfaction and reputation; and
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●	geographical<br> location.
---	---

There are certain major barriers of entry into the toner cartridge industry, including patents protection, substantial capital investment required to set up the operations, ability to retain highly qualified technical experts and established relationships with customers.

OccupationalHealth and Safety

The operating subsidiaries are subject to the labor, safety and work-related laws and regulations where their business operates. See “—Regulation.” The operating subsidiaries have already established a work safety system which includes a system for recording and handling accidents for the production facilities warehouse and formulated a number of guidelines and this regard. The operating subsidiaries hold regular safety training sessions for their employees.

During the years ended December 31, 2023, 2024 and 2025, the operating subsidiaries did not experience any significant incidents or accidents in relation to workers’ safety or subject to any material claim, whether for personal or property damage, or penalty in relation to health, work safety, social or environmental production issues, or involved in any accident or fatality, and had been in compliance with applicable laws and regulations in all material aspects during the years ended December 31, 2023, 2024 and 2025.

Environmentaland Social

We are committed to environmental protection and conservation and through the operating subsidiaries, we have adopted environmental policies in relation to environmental protection and conversation.

The operating subsidiaries are subject to the PRC environmental laws, regulations and standards where the operating subsidiaries manufacture their products. See “—Regulation” for details of applicable environmental laws, regulations and standards.

During the years ended December 31, 2023, 2024 and 2025, the operating subsidiaries had complied with the applicable environmental laws and regulations in all material respects, and that the operating subsidiaries were not subject to any material fines or legal actions involving non-compliance with any relevant regulations in the PRC.

The cost of compliance with the applicable environmental protection laws, regulations, policies and standards was not material during the years ended December 31, 2023, 2024 and 2025. However, environmental laws and regulations have tended to become increasingly stringent and, to the extent regulatory changes occur in the future, they could result in, among other things, increased costs to our Company.

Employees

We had 1,248, 1,404, and 1,615 full-time employees as of December 31, 2023, 2024 and 2025, respectively. Out of the 1,615 full-time employees we had as of December 31, 2025, 1,561 of them were located in Mainland China and 45 of them were located overseas. The following table sets forth the number of our full-time employees as of December 31, 2025:

Function	Number of<br> <br>Employees
Manufacturing		665
Sales and Marketing		509
Research and Development		134
Production Material Control		108
Quality Assurance		41
Administration		69
Accounting and Finance		60
Information Technology		11
Management		7
Others		11
Total		1,615

Our success depends on the operating subsidiaries’ ability to attract, motivate, train and retain qualified personnel. The operating subsidiaries offer their employees competitive salaries, bonuses and other incentives. Bonuses are generally discretionary and based on employee performance as well as the operating subsidiaries’ overall business performance. The operating subsidiaries offer interest-free home loans to certain qualified employees as an employee benefit.

The operating subsidiaries recruit most of their employees through job fairs, recruitment agencies and online channels. In addition, the operating subsidiaries launch regular internal and external training programs for employees covering daily work, production safety, technics, industry, information security and customs regulations. The operating subsidiaries also select outstanding employees and key core talents to study in outside training institutions or designated institutions according to the needs of specific occupations.

The operating subsidiaries have entered into employment agreements with their full-time employees. The operating subsidiaries have also signed confidentiality agreements with their employees except manufacturing staff under which such employees shall, during or after the course of employment, keep all confidential information strictly confidential. Confidential information includes all data and information that is obtained, created or developed or became aware of, whether directly or indirectly, as a result of using any equipment or resources or due to the performance of duties by such employees or information marked with “Confidential” or similar wordings, regardless of whether such information is written, completed, or registered intellectual properties.

During the years ended December 31, 2023, 2024 and 2025, the operating subsidiaries did not experience any material labor disputes with their employees, receive any complaints, notices or orders from relevant government authorities or third parties, or receive any claims from their employees relating to social insurance or housing provident funds. None of the operating subsidiaries’ employees are currently represented by labor unions.

Insurance

Through the operating subsidiaries, we maintain various insurance policies to safeguard against risks and unexpected events. Through the operating subsidiaries, we have purchased property insurance which covers all risks of physical loss, destruction or damage to their production facilities, the inventory of their products and their fixed assets, work safety liability insurance which covers work injuries at the operating subsidiaries’ production facilities. The operating subsidiaries’ main export credit insurance covers majority of the commercial risks and political risks in relation to the operating subsidiaries’ export transactions. The export credit insurance covers risks in relation to (i) commercial risks occurs when the buyer defaults on payment for goods, refuses to take delivery of goods or goes bankrupt or insolvent; and (ii) political risks occurs when the country or region of the buyer prohibits or restricts the buyer from paying for goods, an import ban is imposed on the goods purchased by the buyer, any war, civil war or riot makes the buyer unable to perform contract or a third party country through which the payment by the buyer has to be routed issues a moratorium. The insurance company is responsible for compensating for up to majority of the loss resulting from the commercial risks or political risks.

In line with general market practice, the operating subsidiaries do not maintain any business interruption insurance, which is not mandatory under the relevant laws of the PRC. The operating subsidiaries do not main key-man life insurance or insurance policies covering damages to their IT infrastructure or information technology systems. We believe that the operating subsidiaries are covered by adequate property and liability insurance policies which are customary for similar companies in the PRC, North America and Europe. During the years ended December 31, 2023, 2024 and 2025, the operating subsidiaries did not make any material insurance claims in relation to their business. Our management evaluates the adequacy of the operating subsidiaries’ insurance coverage from time to time, and the operating subsidiaries purchase additional insurance policies as needed. However, the operating subsidiaries’ insurance coverage may not be adequate to cover all losses that may occur. Please refer to the section headed “Item 3. Key Information—D. Risk Factors — The operating subsidiaries’ insurance coverage may not be sufficient to cover all risks in relation to their business operations.”

Propertiesand Facilities

Our principal executive offices are located in Xinyu, Jiangxi, China. The operating subsidiaries own seven parcels of land with an aggregate gross site area of approximately 3.9 million square feet, and owned and occupied 32 buildings with a total gross floor area of approximately 1.2 million square feet in Mainland PRC. The operating subsidiaries also lease lands and buildings from independent third parties with an aggregate gross floor area of 297,201 square feet in Mainland PRC, the U.S., the Netherlands, Italy, the United Kingdom and France. These leases vary in duration from one year to ten years. The properties and facilities the operating subsidiaries own and lease serve the functions of product manufacturing, research and development, warehousing, marketing, and customer services.

We believe that the operating subsidiaries’ existing facilities are sufficient for their current needs.

Seasonality

Our operating results are affected by the seasonality of the orders the operating subsidiaries receive. We typically experience lower revenue in the fourth quarter every year due to the decrease in demand for the operating subsidiaries’ toner cartridges in offices before and during the Christmas holidays. As the majority of the operating subsidiaries’ customers are located in North America and Europe, the demand of printers used in offices and schools tends to decrease when the operating subsidiaries’ customers are on vacation during those periods. We expect such patterns to continue in the future.

LegalProceedings

On November 12, 2021, ML Products, Inc. filed a complaint with the United States District Court for the Central District of California against Aster US, a subsidiary of the Company, and five other defendants, claiming that Aster US (i) violated the Lanham Act by conducting false advertising, (ii) violated the California Business and Professions Code §17200 by engaging in unfair competition, and (iii) violated the California Business and Professions Code §17500 by conducting false advertisement. On February 9, 2022, Aster US filed a motion to dismiss the complaint with the court. On September 27, 2023, the court ruled on our motion to dismiss, granting our motion in part. On October 12, 2023, ML Products filed a revised complaint, and we filed an answer on December 8, 2023. This case is currently in the fact discovery phase. On February 9, 2026, the parties filed a joint stipulation to extend discovery and pre-trial deadlines by two months, with fact discovery now scheduled to close on April 17, 2026. The scope of remaining fact discovery during the extended period is limited to (i) a Rule 30(b)(1) deposition of Mr. Eric Zhong and (ii) efforts by the parties to resolve outstanding discovery issues raised in the parties’ meet-and-confer on January 29, 2026, including motion practice if necessary. Trial is currently scheduled for October 5, 2026. The parties are also engaged in ongoing good-faith settlement discussions. If the reviewing court determines that these claims are successfully established, monetary relief or injunctive relief may be granted to the plaintiff. We believe this lawsuit is without merit and we are defending ourselves vigorously. There is uncertainty, however, regarding the ultimate resolution of this lawsuit. We maintain liability insurance, pursuant to which we are presently seeking confirmation by the provider to determine if our policy entitles us to receive liability coverage or contribution towards our related legal expenses and fees. We are not able to predict the scale of liability, if any, potential monetary impact or outcome of this case at this time.

We and the operating subsidiaries may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of our business. We and the operating subsidiaries are not currently a party to any other material legal or administrative proceedings than as described in this section. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial costs and diversion of our resources, including our management’s time and attention.

Regulations

This section sets forth a summary of applicable laws, rules, regulations, government and industry policies and requirements that have a significant impact on the operating subsidiaries’ operations and business. This summary does not purport to be a complete description of all laws and regulations, which apply to the operating subsidiaries’ business and operations. Investors should note that the following summary is based on relevant laws and regulations in force as of the date of this annual report, which may be subject to change.

During the years ended December 31, 2023, 2024 and 2025, and from January 1, 2026 to the date of this annual report, the operating subsidiaries did not commit any material non-compliance of the applicable laws and regulations. During the same periods, the operating subsidiaries did not experience any non-compliance, taken as a whole, that would have a materially negative impact on their business, our results of operations, or the operating subsidiaries’ ability to operate their business in a legally compliant manner.

OVERVIEW

OF THE MAINLAND PRC LAWS AND REGULATIONS

ForeignInvestment

Limited liability companies and joint stock companies established and operated in Mainland China are subject to the Company Law of the People’s Republic of China (“Company Law”), which was promulgated by the Standing Committee of National People’s Congress (“Standing Committee of NPC”) on December 29, 1993 and became effective on July 1, 1994, and was subsequently revised on December 25, 1999, August 28, 2004, October 27, 2005, December 28, 2013, October 26, 2018 and December 29, 2023, respectively. The Company Law as revised on December 29, 2023 became effective on July 1, 2024. Foreign-invested companies must comply with the Company Law, unless otherwise stipulated by foreign investment laws.

Before January 1, 2020, the establishment and operation of foreign wholly-owned enterprises were subject to the Law of the People’s Republic of China on Wholly Foreign-owned Enterprises promulgated by the Standing Committee of NPC on April 12, 1986, and revised on October 31, 2000 and September 3, 2016, respectively, and Implementation Rules for the Law of the People’s Republic of China on Wholly Foreign-owned Enterprises promulgated by the Ministry of Foreign Trade and Economic Cooperation of the People’s Republic of China on December 12, 1990 and revised by the State Council on April 12, 2001 and February 19, 2014.

Since January 1, 2020, foreign wholly-owned enterprises have been subject to the Foreign Investment Law of the People’s Republic of China promulgated by National People’s Congress on March 15, 2019 and became effective on January 1, 2020 with the abolishment of Law of the People’s Republic of China on Wholly Foreign-owned Enterprises. Foreign investors and foreign-owned enterprises undertaking investment activities in Mainland China are subject to the Special Administrative Measures (Negative List) for the Access of Foreign Investment, of which the latest version was promulgated by the NDRC and the MOFCOM on September 6, 2024 and became effective on November 1, 2024, and Catalogue of Encouraged Industries for Foreign Investment, of which the latest version was promulgated by the NDRC and the MOFCOM on December 15, 2025 and became effective on February 1, 2026.

The operating subsidiaries’ business operations are not subject to the restrictions or prohibitions in the latest version of Negative List, and therefore the operating subsidiaries’ business operations are in a permitted industry for foreign investment.

RelevantLaws and Regulations on Product Quality and Consumer Protection

According to the Product Quality Law of the PRC promulgated on February 22, 1993 and amended on July 8, 2000, August 27, 2009 and December 29, 2018 respectively, and the Law of the PRC on the Protection of Consumer Rights and Interests promulgated on October 31, 1993 and amended on August 27, 2009 and October 25, 2013 to protect the legitimate rights and interests of end-users and strengthen the supervision and control of the quality of products, if the product sold is sub-standard but not defective, the retailer will be responsible for the repair, exchange, or refund of the sub-standard product and for the compensation to the consumer for its losses (if any). In addition, the manufacturer is liable for the sub-standard product. The retailer is entitled to claim reimbursement from the manufacturer for the compensation paid by the retailer to the consumer. If the product is defective and has caused personal injury or damage to assets, the consumer has the option to claim compensation from either the manufacturer, or the distributor or the retailer. A retailer or distributor who has already compensated the consumer is entitled to claim reimbursement from the liable manufacturer.

In addition to the Product Quality Law, there are also other Mainland PRC laws that apply to the product liability. According to the PRC Civil Code, promulgated on May 28, 2020, in the event of damage caused to others due to product defect, the infringed may seek compensation from the manufacturer or the seller of the products. Where the product defect is caused by the manufacturer, the seller may, after paying compensation, claim the same from the manufacturer. Where the product defect is caused by the fault of the seller, the manufacturer may, after paying compensation, claim the same from the seller.

Laborand Social Security

The relevant labor laws of PRC are comprised of Labor Law of the People’s Republic of China (“Labor Law”, which promulgated on July 5, 1994, revised on December 29, 2018 and became effective on the same date), Labor Contract Law of the People’s Republic of China (“Labor Contract Law”) (which became effective on January 1, 2008, revised on December 28, 2012 and became effective on July 1, 2013), the Regulation on the Implementation of the Labor Contract Law of the People’s Republic of China, Social Insurance Law of the People’s Republic of China, Trial Measures for Maternity Insurance of Enterprise Employees, Work-related Injury Insurance Regulation, Unemployment Insurance Regulation, Interim Regulations on the Collection and Payment of Social Insurance Premiums, Regulation on Management of Housing Provident Fund and other relevant laws and regulations promulgated by the PRC government authorities from time to time.

Under the Social Insurance Law of the People’s Republic of China and other relevant requirements, employees are required to participate in five types of social insurance, namely basic pension insurance, basic medical insurance, work-related injury insurance, unemployment insurance and maternity insurance, of which the premiums of maternity insurance and work-related injury insurance shall be paid only by the employer in accordance with national regulations and employees are not required to pay, while premiums of basic pension insurance, basic medical insurance and unemployment insurance shall be paid jointly by employer and employees. If the employer fails to pay the social insurance premiums in full as scheduled, the social insurance authorities may order the employers to make the payments or to make up the difference within a specified time limit, with late payment fees imposed. If the employers fail to make the payments within such time limit, relevant administrative authorities may impose fines on them.

In accordance with the Regulation on Management of Housing Provident Fund promulgated by the State Council on April 3, 1999 (latest revised on March 24, 2019), the employer shall make contributions to the housing provident fund for its employees.

During the years ended December 31, 2023, 2024 and 2025, the operating subsidiaries did not make adequate contributions to social insurance plans for certain employees. As a result, we may be ordered by relevant governmental authority to make any outstanding contributions within a stipulated period of time and pay penalties at a daily rate of 0.05% of the outstanding contributions. The outstanding social insurance plan contributions payable was approximately US$0.1 million as of December 31, 2025, which is accrued in our consolidated financial statements included elsewhere in this annual report and the maximum amount of such penalties that we could be imposed on is approximately US$0.3 million. We received confirmations from relevant local authorities that we were not subject to any penalty for failing to make full contributions to the social insurance fund during the years ended December 31, 2023, 2024 and 2025. As of the date of this annual report, we have not been ordered to pay outstanding contributions or related penalties.

ProductionSafety

According to the Production Safety Law of the People’s Republic of China promulgated by the Standing Committee of NPC on June 29, 2002, which became effective on November 1, 2002 and was revised on August 27, 2009, August 31, 2014 and June 10, 2021 respectively, entities that are engaged in the production and business operation activities within the territory of the PRC shall (i) observe the Production Safety Law and other relevant laws and regulations concerning production safety; (ii) strengthen the management and control of production safety; (iii) improve the measures for safety protection of production sites; and (iv) establish and improve the accountability system for safety accidents to ensure the work safety in production sites. The production entities shall implement national standards or industrial standards for safety formulated according to laws and provide conditions for safe production stipulated by relevant national standards or industrial standards. Entities that do not meet the conditions for safety production shall not be engaged in production and operation activities.

Lawon Import and Export Commodity Inspection

According to Law of the People’s Republic of China on Import and Export Commodity Inspection which became effective on August 1, 1989, and was subsequently revised on April 28, 2002, June 29, 2013, April 27, 2018, December 29, 2018 and April 29, 2021 and its implementation regulations, the consignee or consignor of imported or exported goods may complete the clearance declaration with the customs themselves or entrust commodity clearance agency firms to complete the declaration procedures. The government has adopted a filing and registration administration system for enterprises completing the declaration themselves. The consignee or consignor of imported or exported goods shall file with the relevant entry-exit inspection and quarantine authority according to law when handling the customer clearance procedures.

Others

CircularNo.37

Pursuant to the Notice of the State Administration of Foreign Exchange on Issues Concerning Foreign Exchange Administration of the Overseas Investment and Financing and the Round-tripping Investment Made by Domestic Residents through Special-purpose Companies (“Circular No.37”) which became effective on July 4, 2014, domestic resident (including domestic corporate entity and individual domestic resident) which/who, for the purposes of investment and financing, directly establishes or indirectly controls special-purpose company, and directly or indirectly undertakes domestic direct investment activities through such special-purpose company using legitimately held domestic company assets or interests or using legitimately held overseas company assets or equities, i.e., the activity of establishing domestic foreign-invested enterprise or project by merger and acquisition or incorporating new entity while acquiring ownership, control, rights of business operation and management and so on must apply to SAFE for registration of foreign exchange for overseas investment.

M&ARules

According to the Provisions on the Merger or Acquisition of Domestic Enterprises by Foreign Investors (“M&A Rules”), which were jointly issued by the MOFCOM, the State-owned Assets Supervision and Administration Commission of the State Council, the SAT, State Administration for Industry and Commerce of the PRC (the “SAIC”), the China Securities Regulatory Commission and the SAFE on March 7, 2003, became effective on April 12, 2003, and were subsequently revised on August 8, 2006 and June 22, 2009 by MOFCOM, a foreign investor is required to obtain necessary approvals, (i) when the non-foreign-invested equities of a domestic company (“domestic enterprise”) is acquired by a foreign investor, transforming the said domestic enterprise into a foreign-invested enterprise; or subscribe the equity of a domestic enterprise through increasing the registered capital, so as to change the domestic enterprises into a foreign-invested enterprise; or (ii) the foreign investor incorporates a foreign-invested enterprise and acquires and operates the assets of a domestic enterprise through the said foreign-invested enterprise, or acquiring the assets of a domestic enterprise as investment capital to incorporate another foreign-invested enterprise, the foreign investor shall be subject to the approval of the MOFCOM of the PRC or the provincial commerce department, and shall file registration of change or registration of establishment with the SAIC or its authorized local industry and commerce bureaus.

The merger and acquisition of a domestic company with or by a domestic company, enterprise or individual, which is associated with the target company, in the name of an overseas company legitimately incorporated or controlled by the domestic company, enterprise or individual shall be subject to examination and approval by the MOFCOM. The parties involved shall not use domestic investment by foreign-invested enterprises or other methods to circumvent the aforesaid requirements.

Regulationson Overseas Listings

On February 17, 2023, the CSRC released Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, five supporting guidelines, as well as Notice on Filing Management Arrangements for Overseas Listings of Domestic Enterprises, which came into effect on March 31, 2023. According to the Administration Measures and the Notice, overseas offering and listing refers to overseas offerings by domestic companies of equity shares, depository receipts, convertible corporate bonds, or other equity-like securities, and overseas listing of the securities for trading. Overseas offering and listing, which is specifically divided into direct overseas offerings and listing and indirect overseas offerings and listing, shall be filed in accordance with the Administration Measures.

According to the Notice, domestic companies that have submitted valid applications for overseas issuance and listing but have not been approved by overseas regulatory authorities or overseas stock exchanges at the date of effectiveness of the Administration Measures can reasonably arrange the timing of filing applications and should complete the filing before the overseas issuance and listing. Our submission of a listing application will fall into the scope of overseas offering and listing provisions in the Administration Measures. After the effectiveness of the Administration Measures, we will be required to file with the CSRC in accordance with the Administration Measures and complete the filing before the overseas issuance and listing. On September 25, 2023, we received CSRC’s approval of our initial public offering under the Administration Measures. Since January 25, 2024, our Class A ordinary shares have been listed on the Nasdaq. In the future, in the event that we conduct any subsequent offerings, we could be subject to filing requirements with the CSRC. In such event, if the filing procedures were not completed according to the Administration Measures or if our filing materials contain false records, misleading statements or material omissions, the CSRC may order rectify such non-compliance, issue a warning, and impose a fine of not less than RMB1 million and not more than RMB10 million.

On February 24, 2023, the CSRC, Ministry of Finance of the PRC, National Administration of State Secrets Protection and National Archives Administration of China jointly issued the Confidentiality Provisions, which came into effect on March 31, 2023 with the Administrative Measures. The Confidentiality Provisions require that, among other things, (a) a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level; and (b) domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations. Any failure or perceived failure by the company or its PRC subsidiary to comply with the above confidentiality and archives administration requirements under the Confidentiality Provisions, and other PRC laws and regulations may result in the relevant entities being held legally liable by competent authorities, and referred to the judicial organ to be investigated for criminal liability if suspected of committing a crime.

EnvironmentalProtection

According to the Environmental Protection Law of the People’s Republic of China, which was promulgated by the Standing Committee of NPC on December 26, 1989 and became effective on the same day, and was revised on April 24, 2014 and became effective on January 1, 2015, companies undertaking any project with environmental pollution must comply with regulations on the administration of environmental protection for construction projects. Any anti-pollution infrastructure must be designed, constructed and used in synchronization with principal part of the project. The State adopts pollution discharge permit management system in accordance with the law. Enterprises, public institutions and other producers and business operators that are subject to pollution discharge permit management shall discharge pollutants in accordance with the requirements of their permits; no pollutant discharge is allowed without a pollutant discharge permit.

According to the Environmental Impact Assessment Law of the People’s Republic of China, which was promulgated by the Standing Commission of NPC on October 28, 2002 and became effective on September 1, 2003, and revised on July 2, 2016 and December 29, 2018, respectively, constructors should refer to the Catalogue for the Classified Administration of Environmental Impact Assessments for Construction Projects formulated and issued by administrative departments for environmental protection of the State Council. If any of the construction projects (I) may cause significant environment impact, the constructor shall prepare a report of environmental impacts so as to include a comprehensive assessment of the environmental impacts; (II) may have moderate environmental impacts, the constructor shall prepare a report form of environmental impacts so as to include an analysis or special assessment of the environmental impacts; (III) have minor environmental impacts and environmental impact assessment is not required, the constructor shall fill in a registration form for the environmental impacts. In case the environmental impact assessment document of a construction project fails to pass the examination of the statutory authorities for examination and approval or fails to be approved after examination, such authorities may not approve the construction thereof, and the constructor may not commence construction.

The “13^th^ Five-Year” Environmental Impact Assessment Reform Implementation Plan promulgated by the former Ministry of Environmental Protection on July 15, 2016 clearly called off the administrative permit for the completion acceptance of environmental protection and required the establishment of a coordinated management system for environmental impact assessment, “three synchronizations” and emission permit. Requirements on pollutant emission control in the environmental impact assessment documents and approval of the construction project shall be included in the emission permit. The implementation of “three synchronizations” of an enterprise shall be a pre-condition for emission permit application. Before starting the production or usage, constructor shall authorize a third-party institution to compile the report on the completion acceptance of environmental protection facilities of the construction project based on comments in the environmental assessment and approval documents, which will be open to the public and filed with environmental protection department.

In accordance with the Administration Measures for Pollutant Discharge Permit (Trial) promulgated by the former Ministry of Environmental Protection on January 10, 2018 and revised by the Ministry of Ecology and Environment on August 22, 2019, and in accordance with the Administration’ Measures for Pollutant Discharge Permit promulgated by the Ministry of Ecology and Environment on April 1, 2024 and became effective on July l, 2024, enterprises, public institutions and other producers and business operators (the “pollutant discharge entities”) included in the Catalogue of Classified Management of Pollutant Discharge Permit for Stationary Pollution Sources shall apply for and obtain a pollutant discharge permit or submit Pollutant Discharge Registration within the prescribed time limit; and it is temporarily unnecessary for pollutant discharge entities not included in the Catalogue of Classified Management of Pollutant Discharge Permit for Stationary Pollution Sources to apply for a pollutant discharge permit. The currently valid Catalogue of Classified Management of Pollutant Discharge Permits for Stationary Pollution Sources was promulgated and implemented by the former Ministry of Environmental Protection on December 20, 2019.

Property

Land

According to the PRC Civil Code, promulgated on May 28, 2020 and the Land Administration Law of The People’s Republic of China promulgated by the Standing Committee of NPC on June 25, 1986 (latest revised on August 26, 2019 and became effective on January 1, 2020), land in the urban districts shall be owned by the State; land in the rural areas and suburban areas, except otherwise provided for by the State, shall be collectively owned by peasants. The State may, for public interests, make expropriation on land collectively owned by the peasants under circumstances stipulated in the Land Administration Law of The People’s Republic of China and in which expropriation are confirmed to be necessary, but shall give compensations accordingly.

According to the Interim Regulations of the People’s Republic of China Concerning the Assignment and Transfer of the Right to the Use of State-owned Land in the Urban Areas promulgated by the State Council on May 19, 1990 and was revised on November 29, 2020 and became effective on the same date, the State implements the system of assignment and transfer of the right to the use of state-owned land in the urban areas in accordance with the principle of separation of ownership and right of use. The maximum terms of granting are varied for different land uses. The relevant terms are generally as follows:

Land use	The maximum<br><br> <br>term
Business,<br> tourism, entertainment	40
Residence	70
Industry	50
Public<br> facilities	50
Others	50

Land users who have acquired the state-owned land use right may transfer, lease, mortgage or use it in other economic activities within the terms of use, and their legal rights and interests shall be protected by the laws of the State.

RealEstate

According to Urban Real Estate Administration Law of the People’s Republic of China promulgated at the eighth meeting of the Eighth Standing Committee of NPC on July 5,1994, became effective on January 1, 1995, and revised on August 30, 2007 and August 27, 2009 respectively (“Urban Real Estate Law”, the latest amendment of which was announced on August 26, 2019 and became effective on January 1, 2020), the construction of infrastructure and building on the land with the state-owned land use right belong to real estate development. Transfer is permitted for qualified real estates, unless otherwise stipulated by the laws. The ownership of a building acquired in accordance with the law, together with the land use right within the area occupied by the building, may create a mortgage. The owner of building has the right to lease out the building. When real estate is transferred and mortgaged, the ownership of the building and the land use right within the area occupied by the building are transferred and mortgaged at the same time.

IntellectualProperty

Patent

According to the Patent Law of the People’s Republic of China, promulgated on March 12, 1984 and amended on October 17, 2020, which became effective on June 1, 2021, and the Implementation Rules of Patent Law of the People’s Republic of China revised on December 11, 2023, there are three types of patents in Mainland China, which are “invention”, “utility model” and “design”. Invention patents are valid for twenty years from the date of application, while utility model patents and design patents are valid for ten years from the date of application. Patentee shall pay an annual fee from the year in which the patent right was granted. The patent right shall cease when the period of validity expires; where an annual fee is not paid as prescribed or the patentee abandons his or its patent right by a written statement, the patent right shall cease before the expiration of its duration.

Trademark

Trademarks are protected by the Trademark Law of the People’s Republic of China revised in 2019 and Implementation Regulations of Trademark Law of the People’s Republic of China adopted by the State Council in 2002 and revised in 2014. The Trademark Office of the State Administration for Industry and Commerce under the State Council is responsible for trademark registrations and granting a validity period of ten years for registered trademarks which can be subsequently renewed for ten years each time on trademark holders’ demand. The trademark licensing agreement shall be submitted to the Trademark Office for filing. The Trademark Law of the People’s Republic of China has adopted the “first to file” principle with respect to trademark registration. If the subject of the application is a mark identical or similar to the subject of any other prior application which is to be used on identical or similar commodities or service once get registered or pending for primary approval, the application for registration would be rejected. Any applicant may not infringe the existing prior right legitimately obtained by others, nor may any person register in advance a trademark that has already gained a “sufficient degree of reputation.”

DomainName

Pursuant to the Administrative Measures for Internet Domain Names promulgated by Ministry of Industry and Information Technology on August 24, 2017 and became effective on November 1, 2017 and the Administrative Regulations for Country Code Top-Level Domain Name Registration issued by China Internet Network Information Centre on June 18, 2019 and became effective on the same date, the principle of “first come, first served” applies to domain name registration service. After completing the domain name registration, the applicant will become the holder of the registered domain name. In the case of changes in registered information on the domain name, the domain name holder should apply to the domain name registry for changing the registered information on the domain name within 30 days of the change. Furthermore, the holder shall pay operation fees for registered domain names on schedule. If the domain name holder fails to pay corresponding fees as required, the original domain name registry shall deregister the domain name and notify the holder of deregistration in written forms.

ForeignExchange

According to the Regulations of the PRC on Foreign Exchange Administration promulgated by the State Council on January 29, 1996 and revised on August 5, 2008, the foreign exchange income and expenditure or foreign exchange business operations of domestic institutions or individuals as well as the foreign exchange income and expenditure or foreign exchange business operations conducted within the territory of Mainland PRC by overseas institutions or individuals shall be subject to foreign exchange administration. The foreign exchange income and expenditure under the current account shall be based on genuine and lawful transactions. An overseas institution or individual that makes direct investments in the territory of Mainland PRC shall carry out registration procedures with foreign exchange administrative authority upon the approval of the competent department.

According to the Notice on Further Improving and Adjusting Foreign Exchange Administration Policies for Direct Investment (Hui Fa [2012] No. 59) promulgated by the SAFE, some administrative permitted items regarding the foreign exchange administration for direct investment shall be canceled and adjusted, for example, canceling the approval procedure for the opening and entry recording of foreign exchange account under direct investment, canceling the approval procedure for foreign investors’ reinvestment with domestic lawful income, simplifying the foreign exchange administration for the domestic reinvestment by foreign-invested companies, simplifying the foreign exchange registration formalities for acquisitions of Chinese parties’ equities by foreign investors, canceling the approval procedure for foreign exchange purchase and external payment under direct investment, and canceling the approval procedure for domestic foreign exchange transfer under direct investment.

According to the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and the Supporting Documents (Hui Fa [2013] No. 21) promulgated by the SAFE, direct investment by foreign investors in Mainland PRC shall be conducted by way of registration, and banks shall process foreign exchange business relating to the direct investment in Mainland PRC based on the registration information provided by the SAFE.

According to the Notice on Further Simplifying and Improving the Foreign Exchange Administration Policies in Relation to Direct Investment (Hui Fa [2015] No. 13) promulgated by the SAFE, foreign exchange administration policies for direct investment are further simplified, which specifically include the cancelation of two administrative approvals, i.e., the foreign exchange registration approvals under domestic and overseas direct investments, which shall be verified directly by banks instead; simplifying confirmation registration and administration over a foreign investor’ s capital contribution under domestic direct investment; and canceling the annual foreign exchange inspection of direct investment.

According to the Notice on the Reform of the Administrative Approach for the Settlement of Foreign Exchange Capital Funds of Foreign-invested Enterprises (Hui Fa [2015] No. 19) promulgated by the SAFE, a voluntary settlement mechanism for foreign exchange capital funds to foreign-invested enterprises shall be implemented, and RMB funds from voluntary settlement of capital funds shall be deposited into and managed under an account for foreign exchange fund settled and to be paid.

Taxation

EnterpriseIncome Tax

According to the Enterprise Income Tax Law of the People’s Republic of China (“EIT Law”), which was promulgated by the NPC on March 16, 2007, became effective on January 1, 2008 and revised on February 24, 2017 and December 29, 2018, respectively, and the Regulation on Implementation of the EIT Law of the People’s Republic of China (“Implementation Regulations of the EIT Law”), which was promulgated by the State Council on December 6, 2007, became effective on January 1, 2008 and revised on April 23, 2019 and December 6, 2024, respectively, income tax rate of 25% is applied to the resident enterprises (including foreign-owned enterprises) since January 1, 2008. Where non-resident enterprises that have not set up institutions or establishments in Mainland PRC, or where institutions or establishments are set up but there is no actual relationship with the income obtained by the institutions or establishments set up by such enterprises, they shall pay enterprise income tax for the income originating from Mainland PRC, and such income of non-resident enterprises shall be taxed at the reduced rate of 10% and withheld at source, for which the payer thereof shall be the withholding agent.

On the basis of the EIT Law, an enterprise established according to the law of the overseas jurisdictions with its “de facto management body” in Mainland PRC is regarded as a Chinese resident enterprise, and it shall pay the Mainland PRC’s enterprise income tax at a rate of 25% for its income earned globally. A “de facto management body” is an organization who implements comprehensive management and control of the enterprise’s production and business operations, personnel and human resources, finance, property, etc. It is provided in the Notice of Related Issues about Determining Overseas Registered and Chinese Holding Enterprises to be Resident Enterprises According to Actual Management Structure Standards (Guo Shui Fa [2009] No. 82) promulgated by the SAT on April 22, 2009 that overseas enterprises invested by enterprises in Mainland PRC as controlling investors which also comply with the following conditions shall be determined to be “resident enterprises” whose “de facto management body” are in Mainland PRC: (a) the place where the enterprises are responsible for the implementation of the daily production and operation management and their senior management departments perform their duties is mainly located in Mainland PRC; (b) financial and personnel decisions of the enterprise are made by organizations or personnel in Mainland PRC, or requires the approval from agencies or officers located in Mainland PRC; (c) main assets, accounting books, company seal and files of minutes of board meetings and shareholders’ meetings are located or kept in Mainland PRC; and (d) more than half of those who have voting rights or senior management of the enterprises reside in Mainland PRC permanently.

In addition, according to the EIT Law, new and high-tech enterprises which need key support of the State shall be levied enterprise income tax a reduced rate of 15%. According to the Implementation Rules of the EIT Law, new and high-tech enterprises which need key support of the State are those have their own core intellectual property rights and meet the following conditions at the same time:

(1)	the<br> product (service) falls within the scope of the High and New Technology Areas Entitled to the Key Support of the State;
(2)	the<br> ratio of research and development expenses to sales revenues is not lower than the prescribed ratio;
---	---
(3)	the<br> ratio of the income from high and new technology products (services) to the total income of the enterprise is not lower than the<br> prescribed ratio;
---	---
(4)	the<br> ratio of technicians to the total number of staff members of the enterprise is not lower than the prescribed ratio;
---	---
(5)	other<br> conditions as stipulated in the Administrative Measures for Determination of High and New Tech Enterprises.
---	---

The High and New Technology Areas Entitled to the Key Support of the State and the Administrative Measures for Determination of High and New Tech Enterprises were formulated by the Ministry of Science and Technology, Ministry of Finance and SAT in consultation with the relevant departments under the State Council, and were announced and implemented with the approval of the State Council.

According to the Announcement of State Taxation Administration on Matters Relating to Implementation of Income Tax Incentives for Supporting Development of Small Meagre-profit Enterprises and Individually-owned Businesses issued by the SAT of the People’s Republic of China, during the period from 1 January 2021 to 31 December 2022, for the portion of a small meagre-profit enterprise’s annual taxable income which does not exceed RMB1 million, the enterprise is entitled to the reduction of corporate income tax at a tax rate of 20% on 12.5% of its taxable income.

According to the Notice on Implementation of Inclusive Tax Relief Policy for Small Meagre-Profit Enterprise issued by the Ministry of Finance and the SAT of the People’s Republic of China on January 17, 2019, during the period from January 1, 2019 to December 31, 2021, for the portion of a small meagre-profit enterprise’s annual taxable income which exceed RMB1 million but not exceed RMB3 million shall be reduced by 50% of taxable income and subject to enterprise income tax at a rate of 20%.

According to the Announcement on Further Implementation of Income Tax Incentives for Small Enterprises with Meager Profits issued by the SAT of the People’s Republic of China, for small meagre-profit enterprises, the portion of annual taxable income exceeding RMB1 million but not exceeding RMB3 million shall be reduced by 25% of taxable income and subject to enterprise income tax at a rate of 20% for the period from January 1, 2022 to December 31, 2024. Small meagre-profit enterprises are those engaged in industries that are not restricted or prohibited by the State and which meet the three conditions of having an annual taxable income of not more than RMB3 million, employing not more than 300 people and having total assets of not more than RMB50 million at the same time.

According to the Announcement Relating to Income Tax Incentives of Small Meagre-profit Enterprises and Individually-owned Businesses issued by the SAT of the People’s Republic of China, for small meagre-profit enterprises, the portion of annual taxable income which not exceeding RMB1 million shall be reduced by 25% of taxable income and subject to enterprise income tax at a rate of 20% for the period from January 1, 2023 to December 31, 2024.

According to the Announcement on Relevant Tax Policies for Further Supporting the Development of Micro and Small-sized Enterprises and Individually Owned Businesses issued by the Ministry of Finance and SAT of the PRC, the policy of computing taxable income amount at a reduced rate of 25% for small enterprises with meager profit and paying corporate income tax at a tax rate of 20% continues to apply until December 31, 2027.

WithholdingTax

According to the EIT Law and Implementation Regulations of the EIT Law, dividends generated after January 1, 2008 and dividends payable by a Chinese foreign-owned enterprise to its foreign investors shall be subject to 10% withholding tax, unless there is a tax agreement between the jurisdiction where the foreign investor is registered and Mainland China that provides for different withholding arrangements. According to the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income promulgated by the SAT on August 21, 2006, if the shareholders is a Hong Kong resident holding at least 25% of the registered capital of a Chinese company, the applicable withholding tax rate of any dividend declared by the Chinese company is 5%, or if the shareholder is a Hong Kong resident holding less than 25% of the registered capital, the withholding tax rate applicable is 10%. According to the Measures for the Administration of Non-Resident Taxpayers’ Enjoyment of the Treatment under Tax Agreements promulgated by the SAT on October 14, 2019, implemented on January 1, 2020, if a non-resident taxpayer meet the conditions for enjoying the treatment under tax agreements, he can enjoy such treatment at the time of tax declaration or through the withholding agent at the time of withholding declaration and accept subsequent management from the tax authorities. In the case of source withholding and designated withholding, if a non-resident taxpayer believes that he meets the conditions for enjoying such treatment and needs to enjoy it, he shall take the initiative to propose to the withholding agent and submit relevant report forms and materials to the withholding agent.

EnterpriseIncome Tax on Indirect Transfer of Property between Non-Resident Enterprises

According to the Announcement on Several Issues Concerning Enterprise Income Tax for Indirect Transfer of Assets by Non-Resident Enterprises (“Circular 7”) issued by the SAT of the People’s Republic of China and immediately implemented on February 3, 2015, where a non-resident enterprise indirectly transfers equity interests or other assets of a Mainland PRC resident enterprise by implementing arrangements that are not for reasonable commercial purposes to avoid its obligation to pay enterprise income tax, such an indirect transfer shall be redefined and recognized as the direct transfer of equity interests or other assets of the Mainland PRC resident enterprise.

Value-addedTax

According to the Interim Regulations of the People’s Republic of China on Value-added Taxes (revised on November 10, 2008, February 6, 2016 and November 19, 2017) promulgated by the State Council on December 13, 1993 and the Detailed Rules for the Implementation of the Interim Regulations of the People’s Republic of China on Value-added Taxes (revised on December 15, 2008 and October 28, 2011) issued by the Ministry of Finance of the People’s Republic of China on December 25, 1993, and became effective after the recent revision on November 1, 2011, if a taxpayer engages in taxable activities, the VAT rates shall be as follows:

(1)	for<br> taxpayers selling goods, labor services, leasing services of tangible movable property or imported goods, other than those stipulated<br> in items 2, 4 and 5 below, the tax rate shall be 17%;
(2)	for<br> taxpayers selling transportation, postal, basic telecommunications, construction, immovable leasing services, selling immovables,<br> transferring the land use rights, selling or importing the following goods, the tax rate shall be 11%:
---	---
a.	Agricultural<br> products such as grains, edible vegetable oil and edible salt;
---	---
b.	Tap<br> water, heating, air conditioning, hot water, gas, liquefied petroleum gas, natural gas, dimethyl ether, methane gas, coal products<br> for household use;
---	---

c.	Books,<br> newspapers, magazines, audio-visual products and electronic publications;
d.	Feed,<br> chemical fertilizer, pesticide, agricultural machinery and agricultural film;
---	---
e.	Other<br> goods stipulated by the State Council.
---	---
(3)	for<br> taxpayers selling services and intangible assets, other than those stipulated in item 1, 2 above and 5 below, the tax rate shall<br> be 6%.
---	---
(4)	for<br> taxpayers exporting goods, the tax rate shall be zero, except as otherwise stipulated by the State Council.
---	---
(5)	for<br> domestic entities and individuals who engage in cross-border sales of services and intangible assets within the scope prescribed<br> by the State Council, the tax rate shall be zero.
---	---

The Interim Regulations of the PRC on Value-added Taxes have been replaced by the Value-added Tax Law of the People’s Republic of China, which came into force as of January 1, 2026. According to the Value-added Tax Law, the VAT rates shall be as follows:

(1)	for<br> taxpayers selling goods, provide processing, repair and replacement services, tangible movables leasing services or import goods<br> and do not fall within the scope as specified in Items (2),(4) and (5) of this Article are subject to a tax rate of 13%.
(2)	for<br> taxpayers selling transport services, postal services, basic telecommunications, buildings, or real property leasing services, sell<br> real property, transfer land use rights, or sell or import the goods listed below are subject to a tax rate of 9%, in addition to<br> those specified in Items (4) and (5) of this Article:
a.	Agricultural<br> products, edible vegetable oil and edible salt;
---	---
b.	Tap<br> water, heating, air-conditioning, hot water, gas, liquefied petroleum gas, natural gas, dimethyl ether, biogas and coal products<br> for household use;
---	---
c.	Books,<br> newspapers, magazines, audio-visual products and electronic publications;
---	---
d.	Feed,<br> chemical fertilizer, pesticide, agricultural machinery and agricultural film;
---	---
(3)	for<br> taxpayers selling services and intangible assets, other than those stipulated in item 1, 2 above and 5 below, the tax rate shall<br> be 6%.
---	---
(4)	for<br> taxpayers exporting goods, the tax rate shall be zero, except as otherwise stipulated by the State Council.
---	---
(5)	for<br> domestic entities and individuals who engage in cross-border sales of services and intangible assets within the scope prescribed<br> by the State Council, the tax rate shall be zero.
---	---

UrbanMaintenance and Construction Tax and Education Surcharges

According to the Circular of the State Council on Unifying the System of City Maintenance and Construction Tax and Education Surtax Paid by Domestic and Foreign Invested Enterprise and Individual issued on October 18, 2010 and became effective on December 1, 2010, the Urban Maintenance and Construction Tax Law of the People’s Republic of China, promulgated on August 11, 2020 and became effective on September 1, 2021, and the Interim Regulations on the Collection of Education Surcharges, promulgated by the State Council in 1986 and amended in 2011, shall be applicable to foreign-invested enterprises, foreign enterprises and foreign persons.

According to the Urban Maintenance and Construction Tax Law of the People’s Republic of China, any entity or individual subject to consumption tax, value-added tax shall also pay the urban maintenance and construction tax. The urban maintenance and construction tax shall be determined according to the consumption tax and value-added tax paid by the taxpayer, and shall be paid together with the consumption tax and value-added tax. In addition, the tax rates of urban maintenance and construction for urban areas, counties or towns and non-urban areas, counties or towns shall be 7%, 5% and 1% respectively.

According to the Interim Regulations on the Collection of Education Surcharges, all entities and individuals subject to consumption tax, value-added tax and business tax shall also pay education surcharges. The education surcharges rate is 3% of the value-added tax, business tax and consumption tax actually paid by each entity or individual, which shall be paid together with the value-added tax, business tax and consumption tax.

CustomsLaw

According to Customs Law of the People’s Republic of China adopted on January 22, 1987, and subsequently revised on July 8, 2000, June 29, 2013, December 28, 2013, November 7, 2016, November 4, 2017 and April 29, 2021, the recipient and sender of import and export goods completing customs declaration formalities must complete filing formalities with the Customs in accordance with the laws.

OVERVIEW

OF HONG KONG LAWS AND REGULATIONS

BusinessRegistration Ordinance (Chapter 310 of the Laws of Hong Kong)

Every person (including a body corporate or an individual) carrying on business in Hong Kong shall make a business registration application with the Commissioner of Inland Revenue within one month of the commencement of the business. The function for business registration is not for regulating business activities or licensing. It only serves to enable members of the public to obtain business information conveniently.

Once the requisite requirements for registration under section 5 are satisfied, a business registration certificate will be issued. The valid business registration certificate must be displayed in a conspicuous place at the address where the business is carried on. According to section 15(1), any failure to make a business registration application within one month from the commencement of the business, in the case of a body corporate, the secretary, manager or director may face a maximum penalty of a fine at level 2, i.e. HK$5,000 and imprisonment of one year.

CompaniesOrdinance (Chapter 622 of the Laws of Hong Kong)

Part 16 of the ordinance concerns companies incorporated outside Hong Kong that have established a place of business in Hong Kong. Such foreign companies are defined by the ordinance as non-Hong Kong companies. Any such foreign company that falls within the definition of a non-Hong Kong company shall apply to the Companies Registry to register as a non-Hong Kong company within one month from the date of establishing a place of business in Hong Kong.

Any failure to register a foreign company which has established a place of business in Hong Kong as a non-Hong Kong company may, according to section 776(6), subject the company in question and its responsible person, including director, to a maximum fine at level 5, i.e. HK$50,000 and to a further fine of HK$1,000 for each day during which the offence continues in the case of a continuing offence.

Saleof Goods Ordinance (Chapter 26 of the Laws of Hong Kong)

This ordinance aims to codify the laws relating to the sale of goods. Under section 15, where there is a contract for sale of goods by description, there is an implied condition that the goods shall correspond with the description.

Under section 16, where a seller sells goods in the course of a business, there is an implied condition that the goods supplied under the contract are of merchantable quality, except that there is no such condition (i) as regards defects specifically drawn to the buyer’s attention before the contract is made; or (ii) if the buyer examines the goods before the contract is made, as regards defects which that examination ought to reveal; or (iii) if the contract is a contract for sale by sample, as regards defects which would have been apparent on a reasonable examination of the sample.

Under section 17, where there is a contract by sample, there are implied conditions that (i) the bulk shall correspond with the sample in quality; (ii) the buyer shall have a reasonable opportunity of comparing the bulk with the sample; and (iii) the goods shall be free from any defects, rendering them unmerchantable, which would not be apparent on a reasonable examination of the sample.

Where any right, duty or liability may arise under a contract of sale of goods by implication of law, it may, subject to the Control of Exemption Clauses Ordinance (Chapter 71 of the Laws of Hong Kong), be negatived or varied by express agreement, or by course of dealings between parties, or by usage if the usage is such as to bind both parties to the contract.

Controlof Exemption Clauses Ordinance (Chapter 71 of the Laws of Hong Kong)

The ordinance aims to limit the extent to which civil liability for breach of contract, or for negligence or other breach of duty, can be avoided by means of contract terms and otherwise.

Under section 8, as between contracting parties where one of them deals as consumer or on the other’s written standard terms of business, as against that party, the other cannot by reference to any contract term (i) when himself in breach of contract, exclude or restrict any liability of his in respect of the breach; or (ii) claim to be entitled to render a contractual performance substantially different from that which was reasonably expected of him; or (iii) claim to be entitled in respect of the whole or any part of his contractual obligation, to render no performance at all, except insofar as the contract term satisfies the requirement of reasonableness.

Under section 9, a person dealing as a consumer cannot by reference to any contract term be made to indemnify another person in respect of liability that may be incurred by the other for negligence or breach of contract, except insofar as the contract term satisfies the requirement of reasonableness.

Under section 11, as against a person dealing as consumer, the liability for breach of the obligations arising under sections 15, 16 and 17 of the Sale of Goods Ordinance cannot be excluded or restricted by reference to any contract term, and as against person dealing otherwise than as consumer. The liability arising thereunder can only be excluded or restricted by reference to a contract term except insofar as the contract term satisfies the requirement of reasonableness.

TradeDescriptions Ordinance (Chapter 362 of the Laws of Hong Kong)

The ordinance aims to protect customers against unfair trade practices by regulating businesses to sell products and services in a truthful manner. It prohibits false trade descriptions in respect of services supplied in the course of trade.

Section 2 provides, among others, that “trade description” in relation to services means an indication, direct or indirect, and by whatever means given, with respect to the service or any part of the service including an indication of any of the matters nature, scope, quantity (including the number of occasions on which, and the length of time for which the service is supplied or to be supplied), standard, quality, value or grade; fitness for purpose, strength, performance, effectiveness, benefits or risks; method and procedure by which, manner in which, and location at which, the service is supplied or to be supplied; availability; testing by any person and the results of the testing; approval by any person or conformity with a type approved by any person; a person by whom it has been acquired, or who has agreed to acquire it; the person by whom the service is supplied or to be supplied; after-sale service assistance concerning the service; price, how price is calculated or the existence of any price advantage or discount.

Section 7 provides that no person shall in the course of trade or business apply a false trade description to any goods or sell or offer for sale any goods with false trade descriptions applied thereto.

Section 7A provides that a trader who applies a false trade description to a service supplied or offered to be supplied to consumer, or supplies or offers to supply to consumer a service to which a false trade description is applied, commits an offence.

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

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

C.Organizational Structure

See “—A. History and Development of the Company.”

D.Property, Plants and Equipment

See “—B. Business Overview—Properties.”

Item4A. UNRESOLVED STAFF COMMENTS

Not applicable.

Item5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with our consolidated financial statements and their related notes included in this annual report. This report contains forward-looking statements. In evaluating our business, you should carefully consider the information provided under the caption “Item 3. Key Information—D. Risk Factors” in this annual report. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties.

A.Operating Results

Overview

Through the operating subsidiaries, we are an export-oriented manufacturer and seller of compatible toner cartridges based in the PRC, the U.S., and Europe, with the mission to deliver high-quality and cost-effective printing solutions to consumers around the world with our proprietary technology, research and development capabilities and our integrated and localized sales, logistics and service platform.

Through the operating subsidiaries, we primarily develop and manufacture compatible toner cartridges that can be used for a wide range of commonly available models of laser printers from different manufacturers, on a white-label or third-party brand basis or under our self-owned brands. Through the operating subsidiaries, we have a wide international footprint through offline sales channels, and the operating subsidiaries’ products are mainly sold to customers in the U.S. and Germany. Through the operating subsidiaries, we also have online sales channels that allow our self-owned brands have a global reach. Customers of the operating subsidiaries range from wholesalers, dealers to retail customers. We believe that our integrated business model encompassing a value chain from research and development, patented technology, manufacturing, and operating localized sales branches and online sales channels, allows us to capture industry opportunities in a timely manner and provides us with a stable growth potential. During the years ended December 31, 2023, 2024 and 2025, our revenue was primarily generated from our customers in North America and Europe.

Through the operating subsidiaries, we sell our products: (i) to offline overseas customers who own their brands on an ODM basis; (ii) to offline overseas dealers who primarily resell white-label products and self-branded products to end consumers; and (iii) directly to customers on a retail basis under self-owned brands through online retail platforms. There is no major difference in terms of product capability between the ODM products and white-label products offered by the operating subsidiaries, and the main difference lies in product packaging and pricing.

Our revenue increased by US$5.4 million, or 3.6%, from US$149.8 million for the year ended December 31, 2024 to US$155.2 million for the year ended December 31, 2025. For the years ended December 31, 2024 and 2025, we realized a net income of US$7.1 million and a net loss of US$8.3 million, respectively. This shift was mainly due to (i) an increase in share-based compensation expenses of US$8.6 million resulting from share grants under the 2025 Equity Incentive Plan of the Company (the “2025 Equity Incentive Plan”) (see Note 12 to our consolidated financial statements and the related notes included elsewhere in this annual report), and (ii) a decrease of gross profit of US$6.6 million, which was primarily attributable to lower average selling prices and increased material costs from a product mix shift towards new products, (iii) an increase of selling expenses of US$4.2 million, primarily driven by higher freight charges from the warehouses of the Online Selling Platform, as well as increased payroll and lease expenses from investments in headcount and infrastructure to support our business expansion, (iv) an increase of income tax expenses with less tax losses carryforward available and was offset by (v) an increase of US$2.6 million from a foreign exchange gain to a foreign exchange loss, mainly due to exchange rate fluctuations, (vi) a decrease in fair value loss on derivative instruments of US$0.8 million, mainly due to the maturity of existing contracts and our decision to refrain from entering new ones in the fiscal year ended December 31, 2025, and (vii) an increase in gain from disposal of subsidiaries of US$0.7 million. Further details are set forth in Note 3 of our consolidated financial statements included elsewhere in this annual report.

Our revenue decreased by US$0.4 million, or 0.3%, from US$150.2 million for the year ended December 31, 2023 to US$149.8 million for the year ended December 31, 2024. Our net income decreased by US$0.7 million, or 8.5%, from US$7.8 million for the year ended December 31, 2023 to US$7.1 million for the year ended December 31, 2024, which was mainly due to (i) a decrease of gross profit of US$6.7 million mainly due to (a) a decrease in revenue from offline sales to ODM customers of US$2.9 million due to the fierce competition in the markets such as Russia, Germany, Mexico, and Eastern Europe; (b) an increase in cost of revenue of US$6.3 million mainly due to the increase in ocean freight charges and increased tariffs resulting from the increased sales volume in the United States, and offset by (ii) a decrease in loss on changes in fair value of foreign currency exchange forward contracts that we purchased to manage the volatility of changes in foreign exchange rates, which led to an increase of loss of US$4.3 million, which was mitigated by an increase in foreign exchange loss of US$1.6 million, and (iii) an increase in other non-operating income of US$1.2 million, mainly due to the increased demands of packing, labeling and other services provided to our offline dealer customers.

MajorFactors Affecting Our Results of Operations

Our business and results of operations are affected by a number of general factors that impact compatible toner cartridge industry including, among others, economic, political and social conditions in the PRC, export regulations or enforcement, economic and regulatory conditions or global trade policy of the U.S. or Europe, changes in the business strategies of U.S. customers or European customers, any increase in customer demand for our products, raw material costs, and the competitive environment. Unfavorable changes in any of these general factors could adversely affect demand for our products and materially and adversely affect our results of operations.

While our business is influenced by these general factors, our results of operations are more directly affected by the following company-specific factors.

Abilityto retain existing customers or attract new customers

The compatible toner cartridge market is characterized by rapid technological development and continual introduction of new models. As a specialized manufacturer of toner cartridges, our future success depends largely on the number of customers using the operating subsidiaries’ products. To successfully maintain customer basis relies heavily upon excellent product quality and functionality, and prompt responses to the latest developments in the compatible toner cartridge market. Some factors that may affect the ability of the operating subsidiaries to meet customer demands and to attract customers include: the ability to (i) develop or acquire the necessary technical know-hows to design and manufacture new products and to enhance or adapt existing products to respond to changes in printer technologies, market trends and customer demands; (ii) manage growth while maintaining the consistency of product quality, promote products to a broader base of prospective customers; and (iii) provide satisfactory customer support and after-sale services in a timely manner. We believe the operating subsidiaries’ strong design, research and development capabilities represent a key strength that allows us to provide patent-compliant products with advanced technologies to their customers.

Abilityto manage inventories efficiently

Our inventories consist of raw materials, work-in-progress and finished goods. For self-branded products and white-label products, the operating subsidiaries’ sales and marketing department, based on their understanding of historical sales and perceived market trends, formulates annual sales targets at the Company’s level and at the regional level. The operating subsidiaries manufacture their ODM products on a made-to-order basis. We believe that maintaining an appropriate level of inventories helps the operating subsidiaries deliver their products to meet the market demands in a timely manner. Meanwhile, it is critical to keep close observation on changing sales condition due to change in consumer demand or preferences, change of marketing strategy by customers or incorrect estimation of the market demand for products, as well as technological upgrades of printer which renders the operating subsidiaries’ toner cartridge not compatible with it anymore and exposes us to risks of obsolete inventories. Our research and development capabilities have been instrumental to the quality and time-to-market of the operating subsidiaries’ products, which are our key strengths.

Abilityto establish higher prices for our products

Abilityto control production and material costs

Our cost of inventory sold mainly consists of the raw materials used in production of toner cartridges such as OPC drums, toner and chips which form a major part of our cost of sales. The operating subsidiaries source raw materials predominantly from PRC suppliers. The prices of the operating subsidiaries’ raw materials are largely dependent on market forces, such as fluctuations of commodity prices, market supply and demand, and logistics and transport costs. As their business further grows in scale and the operating subsidiaries establish themselves as a major player in the China compatible toner cartridges industry, the operating subsidiaries expect to have higher bargaining power and hence more favorable terms from suppliers, including pricing and payment terms.

Impactrelated to global economic factors

The military invasion of Ukraine by Russia and the sanctions against Russia resulting from such conflict may increase the likelihood of supply chain interruptions and may impair our ability to compete in current or future markets, or otherwise subject us to potential liability. Our revenue generated from Russia were US$6.3 million and US$3.5 million for the years ended December 31, 2023 and 2024, respectively, representing 4.2% and 2.3% of our total revenue, respectively. Our revenue generated from Eastern Europe was US$13.6 million and nil for the years ended December 31, 2023 and 2024, respectively, representing 9.1% and nil of our total revenue, respectively. In 2024, to mitigate potential adverse impacts on our business and operating results caused by the Russia-Ukraine war, we proactively reduced the scale of our sales in Russia and Ukraine. For the year ended December 31, 2025, we did not generate any revenue from Russia or Eastern Europe. In addition, conflicts in the Middle East, particularly in the Iran region, have contributed to higher global oil prices due to risks of supply disruptions near the Strait of Hormuz. These developments have resulted in increased maritime insurance costs, route diversions, and delivery delays, thereby disrupting global supply chains and increasing logistics costs. For the year ended December 31, 2025, we did not generate any revenue from the Iran region. As of the date of this annual report, we do not believe that our business segments, products, lines of service, projects, or operations have been materially impacted by the foregoing global supply chain disruptions; however, we cannot guarantee that we will not be materially impacted by the economic uncertainty and volatility in the markets in the future, especially in light of Russia’s invasion of Ukraine and the ongoing geopolitical tensions in the Middle East.

Globaltrade policies and tariffs

Our results of operations are subject to risks arising from global trade policies and tariff regimes that impact cross-border commerce. Because we manufacture compatible toner cartridges that are primarily sold into the U.S. and European markets, changes in trade relations, the imposition of new tariffs, or the modification of existing duties could directly affect our cost structure and pricing. For example, tariffs on finished goods could reduce the competitiveness of our products in key markets.

In addition, shifts in trade policy between the U.S., the European Union (the “EU”), and other jurisdictions may create uncertainty in demand, supply chain logistics, and customer purchasing behavior. Heightened trade restrictions or retaliatory measures could limit our ability to source materials efficiently or to serve customers on commercially favorable terms. Recently, U.S. President, Donald J. Trump, announced that the U.S. would impose significant tariffs on Chinese imports. There have been ongoing negotiations between U.S, and Chinese government officials regarding these tariffs and the reciprocal tariffs introduced by the government of China. At present, Chinese and U.S. officials have reached an agreement to temporarily reduce reciprocal tariffs while trade negotiations continue. Despite this temporary pause, a heightened tariff environment persists, and there is no assurance that the reduced tariff rates will be extended or that additional tariffs or other trade restrictions will not be imposed with little warning. The additional tariffs imposed by the U.S. government on certain products imported from China may impact our supply chain and cost structure.

Tensions between the U.S. and China have led to a series of tariffs being imposed by the U.S. on imports from mainland China, as well as other business restrictions. The rise in tariff costs has directly pushed up the import costs of our products when entering the U.S. market, which adversely impacted the gross margin that we earn on our products. Tariffs can also make our products more expensive for customers, which could make our products less competitive and reduce consumer demand. Our revenue generated from the U.S. market were US$80.9 million, US$74.9 million and US$72.5 million for the years ended December 31, 2023, 2024 and 2025, respectively, representing 53.8%, 50.0% and 46.7% of our total revenues, respectively. As of the date of this annual report, the tariff policies have had an adverse impact on our sales channels, particularly with respect to offline sales to dealers in the U.S., where we experienced a decrease in demand amid negative market sentiment. In order to mitigate such impact, we proactively adjusted our strategy to reallocate resources toward market expansion and development in other channels and regions, which contributed to an increase in revenue in Asia. We cannot guarantee that we will not be materially impacted by future changes in U.S. tariff rates or related trade policy uncertainties and market volatility, especially in light of potential adjustments to Sino-U.S. trade relations and tariff measures.

Although we continue to monitor developments in trade policy and evaluate alternative sales strategies, the ultimate impact of global trade policies and tariffs remains difficult to predict and could materially affect our sales volumes, margins, and overall financial performance.

Resultsof Operations

The following table sets forth a summary of our consolidated results of operations for the periods indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this report. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.

	For<br> the years ended December 31,								Change
	2023		2024			2025			Amount			%
	(in in<br> thousands)
Net revenues			$	149,828		$	155,248		$	5,420			3.6	%
Cost of revenues		)		(97,542	)		(109,564	)		(12,022	)		12.3	%
Gross<br> profit				52,286			45,684			(6,602	)		(12.6	)%
Operating expenses:
Selling expenses		)		(30,845	)		(35,044	)		(4,199	)		13.6	%
General and administrative expenses		)		(8,324	)		(12,163	)		(3,839	)		46.1	%
Research and development<br> expenses		)		(6,221	)		(9,819	)		(3,598	)		57.8	%
Total<br> operating expenses		)		(45,390	)		(57,026	)		(11,636	)		25.6	%
Income/(loss)<br> from operations				6,896			(11,342	)		(18,238	)		(264.5	)%
Other (expense)/income:
Other non-operating income, net				2,046			2,515			469			22.9	%
Gain from disposal of subsidiaries				-			734			734			N/A*
Government subsidy				901			496			(405	)		(45.0	)%
Fair value loss on derivative instruments		)		(799	)		(14	)		785			(98.2	)%
Foreign exchange gain/(loss)				(1,341	)		1,253			2,594			(193.4	)%
Interest (expense)/income,<br> net		)		(175	)		279			454			(259.4	)%
Total<br> other (expense)/income, net		)		632			5,263			4,631			732.8	%
Income/(loss) before income<br> tax expense				7,528			(6,079	)		(13,607	)		(180.8	)%
Income tax expense		)		(414	)		(2,173	)		(1,759	)		424.9	%
Net<br> income/(loss)			$	7,114		$	(8,252	)	$	(15,366	)		(216.0	)%

All values are in US Dollars.

*N/A represents not applicable. ****

KeyComponents of Results of Operations

Netrevenue

We generate revenue primarily from the sales of compatible toner cartridges and, to a lesser extent, from the sales of certain ancillary components of toner cartridges to customers offline and online. For the years ended December 31, 2023, 2024 and 2025, our total revenue was US$150.2 million, US$149.8 million and US$155.2 million, respectively. During the same periods, we derived substantially all of our revenue from sales of compatible toner cartridge products in North America, Europe, Asia and other countries primarily including Brazil.

The following table sets forth our revenue by sales channel for the periods indicated.

	For<br> the years ended December 31,					Change
	2023	2024		2025		Amount			%
	(in in<br> thousands)
Offline sales to dealers		$	85,896	$	72,879	$	(13,017	)		(15.2	)%
Offline sales to ODM customers			51,064		67,129		16,065			31.5	%
Online sales to retail<br> customers			12,868		15,240		2,372			18.4	%
Total<br> net revenue		$	149,828	$	155,248	$	5,420			3.6	%

All values are in US Dollars.

The majority of our revenue for the years ended December 31, 2023, 2024 and 2025 was generated from North America, Europe and Asia. The following table sets forth the disaggregation of our net revenue by area:

	For<br> the years ended December 31,					Change
	2023	2024		2025		Amount			%
	(in in<br> thousands)
North America		$	89,971	$	86,826	$	(3,145	)		(3.5	)%
Europe			48,360		47,008		(1,352	)		(2.8	)%
Asia			9,801		18,570		8,769			89.5	%
Others			1,696		2,844		1,148			67.7	%
Total<br> net revenue		$	149,828	$	155,248	$	5,420			3.6	%

All values are in US Dollars.

Costof revenue

Our cost of revenue primarily consists of the following components: (i) inventory costs, which primarily include procurement costs for chips, toner and OPC drum; (ii) staff costs, which consist of salaries and benefits of workers; (iii) depreciation expense relating to the depreciation of our plant, property and equipment used for production; (iv) freight charges incurred by us for delivering products from our factories to our warehouses abroad; (v) tariffs imposed to our products sold in the U.S.; and (vi) others, which primarily include overhead costs relating to consumables and electricity used for production.

The following table sets forth our cost of revenue by sales channel for the periods indicated.

	For<br> the years ended December 31,					Change
	2023	2024		2025		Amount			%
	(in in<br> thousands)
Offline sales to dealers		$	54,550	$	52,672	$	(1,878	)		(3.4	)%
Offline sales to ODM customers			38,606		50,509		11,903			30.8	%
Online sales to retail<br> customers			4,386		6,383		1,997			45.5	%
Total cost of revenue		$	97,542	$	109,564	$	12,022			12.3	%

All values are in US Dollars.

Grossprofit and gross profit margin

Gross profit represents our revenue less cost of sales. Our gross profit margin represents our gross profit as a percentage of our revenue. For the years ended December 31, 2023, 2024 and 2025, our gross profit was US$59.0 million, US$52.3 million and US$45.7 million, respectively, and our gross profit margins were 39.3%, 34.9% and 29.4%, respectively.

The following table sets forth our gross profit and gross profit margin by sales channel for the periods indicated.

	For<br> the years ended December 31,					Change
	2023	2024		2025		Amount			%
	(in in<br> thousands)
Offline sales to dealers		$	31,346	$	20,207	$	(11,139	)		(35.5	)%
Offline sales to ODM customers			12,458		16,620		4,162			33.4	%
Online sales to retail<br> customers			8,482		8,857		375			4.4	%
Total gross profit		$	52,286	$	45,684	$	(6,602	)		(12.6	)%

All values are in US Dollars.

Sellingexpenses

Selling expenses primarily consist of: (i) salaries and benefits for our sales and marketing personnel; (ii) sales commission of the Online Selling Platforms; (iii) freight charges from our warehouses to our customers; (iv) traveling expenses incurred by our sales and marketing personnel for business purposes; (v) advertising and marketing expenses for promotion; (vi) depreciation relating to property, plant and equipment and leased properties used for selling and marketing purposes; and (vii) others, which primarily includes low-value consumables, office expenses and consulting expenses.

Generaland administrative expenses

General and administrative expenses primarily consist of: (i) share-based compensation expenses; (ii) salaries and benefits for our administrative personnel; (iii) depreciation and amortization expenses relating to our property, plant and equipment and leased properties used for administrative purposes; (iv) office expenses, representing expenses for office supplies and consumables; (v) utilities which is primarily represented by water and electricity charges for administrative purposes; (vi) legal and professional fees, which primarily represented fees we paid for legal services in the ordinary course of our business, including tax filings and review, consultation and regulation of patents and trademarks, contract dispute resolution, among others and legal, accounting and consulting fees we paid in connection with our initial public listing; (vii) others, which primarily include credit losses, utilities, traveling, repair and maintenance, recruitment expenses, property premium, and other miscellaneous expenses for administrative purposes.

Researchand development expenses

Research and development expenses primarily include: (i) share-based compensation expenses; (ii) costs for procuring materials for research and development activities; (iii) salaries and benefits for research and development personnel; (iv) depreciation, which represents depreciation expenses for property, plant and equipment used for research and development purposes; (v) patent registration related expenses and patent litigation expenses; and (vi) others, which primarily include consumables, traveling expenses, utilities and miscellaneous expenses.

Other(expenses)/income

Other income primarily consists of: (i) foreign exchange gain or loss arising from currency exchange among U.S. Dollar (“US$”), Euro (“EUR”), Hong Kong Dollar, Renminbi (“RMB”) and Great Britain Pound; (ii) other non-operating income, inclusive of gain on debt forgiveness; (iii) government subsidy for research and development activities and award for tax contributions; (iv) fair value changes on derivative instruments arising from foreign exchange forward contracts; and (v) interest expense on short-term bank borrowings, and interest expense on lease liabilities, which is non-cash and calculated as the difference between lease payments and the net present value of the lease payment over the entire term of the lease.

Incometax expenses

TheCayman Islands and the British Virgin Islands (the “BVI”)

We were incorporated in the Cayman Islands and several of our wholly owned subsidiaries were incorporated in the BVI. Under the current laws of the Cayman Islands and the BVI, these entities are not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholding tax in the Cayman Islands and the BVI.

HongKong

According to Tax (Amendment) (No. 3) Ordinance 2018 published by Hong Kong government, effective April 1, 2018, under the two-tiered profits tax rates regime, the profits tax rate for the first HKD2 million of assessable profits has been lowered to 8.25% (half of the rate specified in Schedule 8 to the Inland Revenue Ordinance (“IRO”)) for corporations. We were not subject to Hong Kong profit tax for any period presented as it did not have assessable profit during the periods presented.

UnitedStates

On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), which significantly changed previous U.S. tax laws, including a reduction of corporate income tax rate from 35% to 21% and a one-time transition tax on deemed repatriation of undistributed foreign earnings.

Our U.S. subsidiaries file income tax returns with the Internal Revenue Service and are subject to income tax examinations by the IRS and applicable state tax authorities.

For the years ended December 31, 2023, 2024 and 2025, the U.S. federal statutory corporate income tax rate applicable to our U.S. subsidiaries was 21%. Our U.S. subsidiaries are incorporated and operate in the California and are subject to the California corporate franchise tax at a statutory rate of 8.84% for the years ended December 31, 2023, 2024 and 2025.

The IRS generally may examine tax returns filed within the preceding three years. However, in cases where a substantial understatement of income is identified, the statute of limitations may be extended to six years.

Europe

Our subsidiaries that were incorporated in EU countries, such as the Netherlands, Italy, and France, are subjected to enterprise income tax on the respective country’s taxable income as determined under the tax laws and accounting standards at rates ranging from 16.5% to 28%.

MainlandPRC

Generally, our Mainland PRC subsidiaries are subject to enterprise income tax on their taxable income in China at a statutory rate of 25%, except for our certain Mainland PRC subsidiaries that are qualified as high and new technology enterprises under the PRC Enterprise Income Tax Law and are eligible for a preferential enterprise income tax rate of 15%. The enterprise income tax is calculated based on the entity’s global income as determined under Mainland PRC tax laws and accounting standards.

Our products are primarily subject to value-added tax at a rate of 13% on sales of compatible toner cartridges, in each case less any deductible value-added tax we have already paid or born. We are also subject to surcharges on value-added tax payments in accordance with Mainland PRC law.

Dividends paid by our Mainland PRC subsidiaries in Mainland China to our Hong Kong subsidiaries will be subject to a withholding tax rate of 10%, unless the relevant Hong Kong entity satisfies all the requirements under the Double Taxation Avoidance Arrangement and receives approval from the relevant tax authority. If our Hong Kong subsidiaries satisfy all the requirements under the tax arrangement and receive approval from the relevant tax authority, then the dividends paid to the Hong Kong subsidiaries would be subject to withholding tax at the standard rate of 5%. Effective from November 1, 2015, the above-mentioned approval requirement has been abolished, but a Hong Kong entity is still required to file application package with the relevant tax authority, and settle the overdue taxes if the preferential 5% tax rate is denied based on the subsequent review of the application package by the relevant tax authority.

If we or any of our subsidiaries outside of Mainland China were deemed to be a “resident enterprise” under the PRC Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%.

Under the PRC Enterprise Income Tax Law and the Notice on Improvements to Policies of Weighted Pre-tax Deduction of Research and Development Expenses, research and development expenses incurred by an enterprise in the course of carrying out research and development activities that have not formed intangible assets and are included in the profit and loss account for the current year. Starting from January 1, 2021, besides deducting the actual amount of research and development expenses incurred, an enterprise is allowed an additional 100% deduction of the amount in calculating its taxable income for the relevant year, the rate of which was 75% before 2021. For research and development expenses that have formed intangible assets, the tax amortization is based on 200% of the costs of the intangible assets.

According to the Announcement on Preferential Income Tax Policies for Small and Micro Enterprises and Individual Industrial and Commercial Households(Caishui[2023] NO. 6) issued by the Ministry of Finance and the State Taxation Administration on March 26, 2023, for small and low-profit enterprises with an annual taxable income not exceeding RMB1 million (equivalent to US$0.1 million), a reduction of 25% is included in the taxable income and the enterprise income tax is paid at a 20% tax rate. The execution period of this announcement was from January 1, 2023 to December 31, 2024. According to the Announcement of the Ministry of Finance and the State Administration of Taxation onFurther Supporting the Development of Small and Micro Enterprises and Individual Businesses in Relevant Tax Policies (Caishui[2023] NO.12) issued by the Ministry of Finance and the State Taxation Administration on August 2, 2023, the execution period was extended to December 31, 2027. During the years ended December 31, 2023, 2024 and 2025, Jiangxi Leibotai was a small and low-profit enterprise as defined under the policy. For the year ended December 31, 2023, Yantuo, a wholly owned subsidiary of Jiangxi Yibo, was recognized as a small low-profit enterprise.

Comparisonof Results of Operations for the Years Ended December 31, 2024 and 2025

Netrevenue

Comparisonby Sales Channel

For our offline sales to dealers, we mainly sell white-label products and self-branded products through our offline channels. Our revenue from offline sales to dealers decreased by 15.2%, from US$85.9 million for the year ended December 31, 2024 to US$72.9 million for the year ended December 31, 2025, which primarily due to decrease of sales volume and lower average selling prices under the impact of intensified competition and U.S. tariff policies.

For our direct offline sales to ODM customers, our revenue increased by 31.5%, from US$51.1 million for the year ended December 31, 2024 to US$67.1 million for the year ended December 31, 2025. The growth was primarily attributable to a significant increase in orders from U.S. customers, which was driven by our decision to lower average selling prices and reallocate more resources toward direct offline sales to ODM customers in response to intensified industry competition and the impact of U.S. tariff policies to mitigate the decrease of offline sales to dealers.

For our online sales, we mainly sell self-branded and household products through the Online Selling Platforms. Our revenue generated from online sales increased by 18.4%, from US$12.9 million for the year ended December 31, 2024 to US$15.2 million for the year ended December 31, 2025, mainly due to a marked increase in sales volume driven by our decision to lower average selling prices and enrichment of our products.

Comparisonby Area

Our revenue generated from North America decreased from US$90.0 million for the year ended December 31, 2024 to US$86.8 million for the year ended December 31, 2025. This downturn was primarily due to the U.S. tariff policies, which adversely softened the demand across the North American market.

Our revenue generated from Europe remained steady with a slight decreased by 2.8%, from US$48.4 million for the year ended December 31, 2024 to US$47.0 million for the year ended December 31, 2025.

Our revenue generated from Asia increased by 89.5%, from US$9.8 million for the year ended December 31, 2024 to US$18.6 million for the year ended December 31, 2025, resulting from the success in expanding our sales in the Chinese market.

Our revenue generated from others increased by US$1.1 million, or 67.7%, from US$1.7 million for the year ended December 31, 2024 to US$2.8 million for the year ended December 31, 2025. The growth was driven by higher order volumes from returned customers in Brazil with our solid reputation and customer satisfaction.

Costof revenue

Our cost of revenue increased by 12.3% from US$97.5 million for the year ended December 31, 2024 to US$109.6 million for the year ended December 31, 2025, primarily attributable to (i) a US$11.9 million increase in costs of revenue attributable to offline sales to ODM customers, consistent with higher offline sales volume to ODM customers, and (ii) an increase of US$2.0 million in the costs of revenue attributable to online sales to retail customers, primarily attributable to the increased material costs mainly for new types of products and in line with the increase in online sales volume.

Grossprofit and gross profit margin

Gross profit of offline sales to dealers decreased by 35.5%, from US$31.3 million for the year ended December 31, 2024 to US$20.2 million for the year ended December 31, 2025, primarily due to the decrease in sales volume, and the gross profit margin rate decreased from 36.5% to 27.7%. The decrease in gross profit margin rate was primarily attributable to lower average selling prices and increased material costs from a product mix shift towards new products.

Gross profit of offline sales to ODM customers increased by 33.4%, from US$12.5 million for the year ended December 31, 2024 to US$16.6 million for the year ended December 31, 2025, and the gross margin rate remained steady with a slight increase from 24.4% to 24.8%. The slight increase in gross margin was a comprehensive result of expanded sales volumes driven by our lower selling prices in response to the competition and the impact of U.S. tariff policies.

Gross profit of online sales to retail customers increased by 4.4%, from US$8.5 million for the year ended December 31, 2024 to US$8.9 million for the year ended December 31, 2025, primarily due to the increase in sales volume. Gross profit margin decreased from 65.9% for the year ended December 31, 2024 to 58.1% for the year ended December 31, 2025. The decrease in gross profit margin was primarily attributable to lower average selling prices and increased material costs from a product mix shift towards new products.

Sellingexpenses

Our selling expenses increased from US$30.8 million for the year ended December 31, 2024 to US$35.0 million for the year ended December 31, 2025, primarily driven by (i) an increase of US$1.9 million in freight expenses charged by the warehouses of the Online Selling Platforms, (ii) an increase of US$0.6 million in office expenses resulting from our business development; and (iii) an increase of US$0.6 million due to the execution of new lease agreements for offices in China and warehouses primarily in the United States, which aligns with our ongoing business expansion efforts.

Generaland administrative expenses

Our general and administrative expenses increased by US$3.8 million, from US$8.3 million for the year ended December 31, 2024 to US$12.2 million for the year ended December 31, 2025, mainly due to an increase in share-based compensation expenses of US$4.1 million resulting from share grants under the 2025 Equity Incentive Plan.

Researchand development expenses

Our research and develop expenses increased from US$6.2 million for the year ended December 31, 2024 to US$9.8 million for the year ended December 31, 2025, which was primarily attributable to an increase in share-based compensation expenses of US$4.5 million resulting from share grants under the 2025 Equity Incentive Plan, partially offset by a decrease of US$0.9 million attributable to a reduction in the number of development projects compared to the same period in the prior year.

Other(expenses)/income

Our other income increased from US$0.6 million for the year ended December 31, 2024 to US$5.3 million for the year ended December 31, 2025. The improvement was primarily attributable to (i) realization of a foreign exchange gain of US$1.3 million for the year ended December 31, 2025, in contrast to a foreign exchange loss of US$1.3 million for the year ended December 31, 2024, mainly resulting from foreign exchange rate fluctuations among US$, EUR and RMB, (ii) a decrease of US$0.8 million in fair value loss on derivative instruments, mainly due to the maturity of existing derivative instruments and our decision not to enter into any new ones during the fiscal year ended December 31, 2025, (iii) a gain on disposal of subsidiaries of US$0.7 million for the year ended December 31, 2025 (Further details are set forth in Note 3 of our consolidated financial statements included elsewhere in this annual report), (iv) we realized an other non-operating income, net of US$2.0 and US$2.5 million for the years ended December 31, 2024 and 2025, respectively, (v) realization of an interest income, net of US$0.3 million for the year ended December 31, 2025, in contrast to an interest expense, net of US$0.2 million for the year ended December 31, 2024 because we increased financial management of idle funds, and (vi) the fact that our government subsidy decreased by US$0.4 million for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Incometax expenses

Our income tax expenses increased from US$0.4 million for the year ended December 31, 2024 to US$2.2 million for the year ended December 31, 2025, which was primarily due to the increase in the taxable income with less tax losses carryforward available for the year ended December 31, 2025.

Netincome (loss)

As a result of the foregoing, we recorded net income of US$7.1 million for the year ended December 31, 2024 and a net loss of US$8.3 million for the year ended December 31, 2025.

Comparisonof Results of Operations for the Years Ended December 31, 2023 and 2024

Netrevenue

Comparisonby Sales Channel

For our offline sales to dealers, we mainly sell white-label products and self-branded products through our offline channels. Our revenue from offline sales to dealers increased by 1.2% from US$84.9 million for the year ended December 31, 2023 to US$85.9 million for the year ended December 31, 2024, mainly because we continuously expanded our local sales to dealers with online sales operations, utilized our warehousing, logistics and IT system and obtained more orders from dealers. For the year ended December 31, 2024, along with our dealers’ expansion on their online sales business, we achieved a steady growth in sales of products to dealers.

For our direct offline sales to ODM customers, our revenue decreased by 5.4% from US$54.0 million for the year ended December 31, 2023 to US$51.1 million for the year ended December 31, 2024, which was primarily attributable to the decline of sales in Russia, Germany, Mexico, and Eastern European markets due to more intense price competition resulting from limited protection of patented products in these markets, as well as that we proactively reduced the scale of our sales in Russia to mitigate potential adverse impacts on our business and operating results caused by the Russia-Ukraine war.

For our online sales, we mainly sell self-branded and household products through online selling platforms. Our revenue generated from online sales increased by 13.3% from US$11.4 million for the year ended December 31, 2023 to US$12.9 million for the year ended December 31, 2024, which was primarily due to more new household and other products, such as electric appliances and articles for daily use, being sold through online channels. Such products were manufactured by third parties and procured by us for resale in the U.S. and European markets. In addition, we still seek to develop online sales channels of more household products to enrich our product portfolio to mitigate the competition impact.

Comparisonby Area

Our revenue generated from North America remained steady with a slight increase from US$89.7 million for the year ended December 31, 2023 to US$90.0 million for the year ended December 31, 2024, which was primarily attributable to our continued market expansion in the U.S.

Our revenue generated from Europe decreased by 8.7% from US$53.0 million for the year ended December 31, 2023 to US$48.4 million for the year ended December 31, 2024, which was primarily attributable to the decline in sales in the Eastern Europe market, as we did not reduce the prices of our products as much as other competitors did while facing more intense price competition, which caused customer attrition in Europe and we proactively reduced the scale of our sales in Russia and Ukraine to mitigate potential adverse impacts on our business and operating results caused by the Russia-Ukraine war.

Our revenue generated from others increased by 51.6% from US$7.6 million for the year ended December 31, 2023 to US$11.5 million for the year ended December 31, 2024, resulting from our market expansion in China and Brazil.

Costof revenue

Our cost of revenue increased by 6.9% from US$91.3 million for the year ended December 31, 2023 to US$97.5 million for the year ended December 31, 2024, primarily attributable to (i) an increase of US$9.0 million in the cost for the offline sales to dealers mainly due to the increase in ocean freight charges, material costs and labor costs resulting from the growth of our sales volume, offset by (ii) a decrease in our costs of US$3.4 million consistent with the decrease of offline sales volume to ODM customers.

Grossprofit and gross profit margin

Gross profit of offline sales to dealers decreased by 20.3% from US$39.3 million for the year ended December 31, 2023 to US$31.3 million for the year ended December 31, 2024 and the gross profit margin rate decreased from 46.1% to 36.5%, primarily due to an increase of the market price of ocean freight charges and higher material and labor costs under stricter production standards.

Gross profit of offline sales to ODM customers increased by 4.5% from US$11.9 million for the year ended December 31, 2023 to US$12.5 million for the year ended December 31, 2024, and the gross margin rate increased from 21.8% to 24.4%, primarily because we did not take orders with low margins or potential losses under the tense competition especially in Mexican, Portland and Brazil markets. We are continuously monitoring the market situation to make timely adjustments to our selling prices, but we do not intend to actively decrease our selling price to mitigate the decrease in gross margin.

Gross profit of online sales to retail customers increased by 9.7% from US$7.7 million for the year ended December 31, 2023 to US$8.5 million for the year ended December 31, 2024 primarily due to the increase in sales volume. Gross profit margin remained relatively stable from 68.0% for the year ended December 31, 2023 to 65.9% for the year ended December 31, 2024, mainly due to our flexible decision to slightly decline selling prices to attract more customers under severe competition.

Sellingexpenses

Our selling expenses remained relatively stable from US$30.6 million for the year ended December 31, 2023 to US$30.8 million for the year ended December 31, 2024, primarily driven by (i) the increase of US$1.0 million in freight expenses charged by warehouses of online selling platforms, (ii) the increase of US$0.2 million in sales commissions of the online selling platforms, resulting from the increased sales volume, and offset by the decrease of US$1.1 million in payroll expenses due to the decreased bonus.

Generaland administrative expenses

Our general and administrative expenses decreased by 7.9% from US$9.0 million for the year ended December 31, 2023 to US$8.3 million for the year ended December 31, 2024, which was primarily attributable to (i) a decrease in payroll expenses of US$0.8 million for less bonuses to management officers, and offset by (ii) an increase in consulting fees and other professional service fees of US$0.1 million.

Researchand development expenses

Our research and develop expenses remained relatively stable of US$6.2 million for the year ended December 31, 2024, compared with US$6.6 million for the year ended December 31, 2023, which was primarily attributable to (i) a decrease of US$0.2 million in materials consumed by focusing on research and development activities with less material requirements, and (ii) a decrease of US$0.2 million in staff costs.

Otherincome (expenses)

Our other non-operating income increased by US$1.2 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, which was primarily attributable to increased demand for packing, labeling and other services to offline dealer customers. Our government subsidy increased by US$0.4 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. Fair value loss on derivative instruments was US$0.8 million for the year ended December 31, 2024 compared to US$5.1 million for the year ended December 31, 2023, primarily due to the favorable exchange rate fluctuations in 2024. Foreign exchange loss was US$1.3 million for the year ended December 31, 2024, compared to foreign exchange income of US$0.2 million in 2023, arising from currency exchange among US$, EUR, Hong Kong Dollar, RMB and Great Britain Pound. Interest expenses decreased by US$0.4 million from US$0.5 million for the year ended December 31, 2023 to US$0.2 million for the year ended December 31, 2024 for fewer short-term bank borrowings.

Incometax expenses

Our income tax expenses decreased from US$0.8 million for the year ended December 31, 2023 to US$0.4 million for the year ended December 31, 2024, which was primarily due to the decrease in the taxable income for the year ended December 31, 2024.

Netincome

As a result of the foregoing, our net income decreased by 8.5% from US$7.8 million for the year ended December 31, 2023 to US$7.1 million for the year ended December 31, 2024.

B.Liquidity and Capital Resources

As of December 31, 2025, we had US$53.9 million in cash and cash equivalents and restricted cash, which consisted of (i) cash in mainland China of US$31.7 million; (ii) cash in the BVI of US$14.4 million; (iii) cash in the Cayman Islands of $2.8 million; (iv) cash in the U.S. of US$1.5 million; (v) cash in Hong Kong of $1.5 million; (vi) cash in Europe of US$1.4 million; and (vii) cash in the UK of US$0.6 million. As of December 31, 2024, we had US$45.9 million in cash and cash equivalents and restricted cash, which consisted of (i) cash in mainland China of US$17.9 million; (ii) cash in the BVI of US$20.1 million; (iii) cash in the Cayman Islands of $3.6 million; (iv) cash in Europe of US$1.4 million; (v) cash in the U.S. of US$1.3 million; (vi) cash in Hong Kong of US$0.9 million; and (vii) cash in the U.K. of US$0.7 million. Under the existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments, and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange of the PRC by complying with certain procedural requirements. Therefore, there is no material restriction on foreign exchange that impairs our ability to transfer cash between entities and to U.S. investors.

Our net cash flow used in operating activities for the years ended December 31, 2024 and 2025, was US$2.1 million and US$2.4 million, respectively. Our principal source of cash came from our operational income and bank loans. Most of our cash resources were used to pay for the procurement of raw materials, purchase of equipment and property, and payroll and rental expense. We believe that our current cash and cash equivalents and our anticipated cash flows from operations will be sufficient to meet our anticipated working capital requirements, capital expenditures and debt repayment obligations for at least the next 12 months.

CashFlows

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

	For<br> the years ended December 31,									Change
	2023			2024			2025			Amount			%
Net<br> cash provided by/(used in) operating activities	$	17,895		$	(2,146	)	$	(2,444	)	$	(298	)		13.9	%
Net cash<br> (used in)/provided by investing activities		(987	)		(17,883	)		3,874			21,757			(121.7	)%
Net cash<br> (used in)/provided by financing activities		(4,729	)		1,477			6,341			4,864			329.3	%
Effects<br> of exchange rate changes		(711	)		272			252			(20	)		(7.4	)%
Net<br> increase/(decrease) in cash and cash equivalents and restricted cash		11,468			(18,280	)		8,023			26,303			(143.9	)%
Cash<br> and cash equivalents and restricted cash, at beginning of the year		52,698			64,166			45,886			(18,280	)		(28.5	)%
Cash<br> and cash equivalents and restricted cash, at end of the year	$	64,166		$	45,886		$	53,909		$	8,023			17.5	%

Operatingactivities

For the year ended December 31, 2025, our net cash used in operating activities was US$2.4 million, which was primarily attributable to (i) net loss of US$8.3 million; (ii) an adjustment of added back non-cash items of a net amount of US$13.3 million, inclusive of share-based compensation, amortization and depreciation, allowance for credit losses and other non-cash items; and (iii) changes in working capital that negatively affected the cash flow from operating activities, primarily including (a) an increase of $17.4 million in accounts receivable, primarily due to us granting extended payment terms to certain key customers to enhance customer retention and maintain market competitiveness; and (b) a decrease of US$1.3 million in operating lease liabilities, primarily attributable to lease payments made during the year; and mainly offset by (iv) changes in working capital that positively affected the cash flow from operating activities, primarily including (a) a decrease of inventories of US$5.5 million, mainly due to our inventory management in the U.S. market to mitigate potential impacts of evolving trade and tariff policies, (b) a decrease of $4.1 million in prepaid expenses and other current assets mainly due to lower advance payments to vendors as we established long-term cooperative relationships with suppliers in our household products business and obtained more favorable credit terms, and (c) an increase of $2.3 million in accounts payable and notes payable, primarily due to an increase in procurement volume.

For the year ended December 31, 2024, our net cash used in operating activities was US$2.1 million, which was primarily attributable to (i) net income of US$7.1 million; (ii) an adjustment of added back non-cash items of a net amount of US$1.2 million, inclusive of fair value loss on derivative instruments, amortization and depreciation, amortization of right-of-use assets, and other non-cash items; (iii) an increase of US$6.6 million in prepaid expenses and other current assets mainly due to the increased prepayments to suppliers of household products and increased prepaid freight expenses; (iv) an increase of US$3.6 million in inventory purchased in preparation for boosting year-end sales; (v) a decrease of US$1.5 million in accrued expenses and other current liabilities as a result of less bonus accrued; and (vi) a decrease of US$1.4 million in operating lease liabilities due to the lease payment; and was offset by (vii) an increase of US$3.0 million in accounts payable mainly due to the extended payment term provided by suppliers for purchase of new household and other products.

For the year ended December 31, 2023, our net cash provided by operating activities was US$17.9 million, which was primarily attributable to (i) net income of US$7.8 million; (ii) an adjustment of added back non-cash items of a net amount of US$3.7 million, inclusive of unrealized fair value loss, amortization and depreciation and other non-cash items; (iii) an increase of accounts payable and bank acceptance notes payable of US$6.7 million for we cooperated well with some (significant suppliers to extended our payment terms; (iv) a decrease of inventory of US$2.8 million with higher inventory turnover under our improved management and control; (v) a decrease of prepaid expenses and other current assets of US$1.6 million for collection of insurance receivable of US$1.4 million as well as some deposits; and (vi) an increase of accrued expenses and other current liabilities of US$1.6 million for annual bonus accrued and was offset by an increase of accounts receivable of US$6.4 million with our increasing sales and extended credit terms for some customers whose receivables totally amounted to US$3.5 million.

Investingactivities

For the year ended December 31, 2025, our net cash provided by investing activities was US$3.9 million, which mainly consisted of proceeds of US$6.5 million from the sales of short-term investments, offset by (i) US$1.4 million used for purchases of short-term investments; (ii) US$0.8 million used for acquisition of property, plant and equipment and (iii) net cash outflow from disposal of subsidiaries of 0.4 million.

For the year ended December 31, 2024, our net cash used in investing activities was US$17.9 million, mainly due to (i) purchase of long-term fixed deposits of US$10.3 million, (ii) purchase of short-term fixed deposits of US$6.5 million and (iii) purchase of new moulds and upgrades of production and research equipment of US$1.1 million.

For the years ended December 31, 2023, our net cash used in investing activities was US$1.0 million, which was primarily attributable to purchase of new moulds and upgrades of production and research equipment.

Financingactivities

For the year ended December 31, 2025, our net cash provided by financing activities was US$6.3 million, which consisted of net proceeds of US$6.3 million from short-term bank borrowings.

For the year ended December 31, 2024, our net cash provided from financing activities was US$1.5 million, which consisted of (i) proceeds from short-term bank borrowings of US$30.7 million, (ii) proceeds from issuance of new shares of US$4.3 million, which was offset by (iii) repayments of short-term bank borrowings of US$33.1 million and (iv) payments for initial public offering costs of US$0.4 million.

For the year ended December 31, 2023, our net cash used in financing activities was US$4.7 million, which consisted of repayments of short-term bank borrowings of US$36.2 million and payments for the offering costs of US$0.5 million, offset by proceeds from short-term bank borrowings of US$32.0 million.

Capitalexpenditures

Our capital expenditures are incurred primarily in connection with purchase of moulds for production, upgrades of production equipment, purchases of motor vehicles and electronic and other equipment for office use, and office renovation. Our capital expenditures were US$1.0 million, US$1.1 million and US$0.9 million for the years ended December 31, 2023, 2024 and 2025, respectively. We will continue to make capital expenditures to support the expected growth of our business.

TabularDisclosure of Contractual Obligations

The following table sets forth our contractual obligations as of December 31, 2025:

	Payment<br> Due by Period
	Total	Less than<br> <br>1 year		1 – 3<br> <br>years		3 – 5<br> <br>years
	(in in<br> thousand)
Borrowings		$	22,017	$	8,336	$	-
Lease obligations			2,324		4,403		2,988
Total		$	24,341	$	12,739	$	2,988

All values are in US Dollars.

Capital commitments are commitments in relation to the purchase of property and equipment including leasehold improvements. Operating lease obligations consist of leases in relation to certain offices and buildings, plants and other property for our sales and after-sales network.

Other than those shown above, we did not have any significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2025.

Off-BalanceSheet Arrangements

We have not entered into any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

C.Research and Development, Patents and Licenses, etc.

See “Item 4. Information on the Company—B. Business Overview—Intellectual Property” and “Item 4. Information on the Company—B. Business Overview—Research & Development.”

D.Trend Information

Other than as disclosed below and elsewhere in this annual report on Form 20-F, we are not aware of any trends, uncertainties, demands, commitments, or events for the period from January 1, 2025 to December 31, 2025 that are reasonably likely to have a material adverse effect on our net revenue, income, profitability, liquidity, or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition.

E.Critical Accounting Estimates

An accounting policy is considered critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements.

We prepare our financial statements in conformity with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”), which requires us to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Some of our accounting policies require a higher degree of judgment than others in their application and require us to make significant accounting estimates.

The following descriptions of critical accounting policies, judgments and estimates should be read in conjunction with our consolidated financial statements and other disclosures included in this annual report. When reviewing our financial statements, you should consider (i) our selection of critical accounting policies; (ii) the judgments and other uncertainties affecting the application of such policies, and (iii) the sensitivity of reported results to changes in conditions and assumptions.

Useof estimates

The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, at the balance sheet date, and revenues and expenses during the reported periods. Significant accounting estimates include but not limited to allowance for credit losses, impairment provision for inventories, useful lives and impairment of long-lived assets, determination of the fair value of derivative instruments and derivative liability arising from foreign exchange forward contracts, accounting for deferred income taxes and valuation allowance for deferred tax assets. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements.

Accountsreceivable, net

Accounts receivable are recognized in the period when we have provided services to our customers and when our right to consideration is unconditional. We adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement on Credit Losses on Financial Instruments”, including certain subsequent amendments, transitional guidance and other interpretive guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, ASU 2020-02 and ASU 2020-03 (collectively, including ASU 2016-13, “ASC 326”) on January 1, 2023 using the modified retrospective transition approach. ASC 326 introduces an approach based on expected losses to estimate the allowance for credit losses, which replaces the previous incurred loss impairment model. The adoption of the new standard did not have a material effect on our consolidated financial statements.

Accounts receivable are stated net of provision for credit losses. We have developed a current expected credit loss (“CECL”) model based on historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. We consider historical collection rates, current financial status, macroeconomic factors, and other industry-specific factors when estimating current expected credit losses.

Inventories,net

Inventories, primarily consisting of raw materials, goods in transit, work in progress and finished goods, are stated at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. Cost of inventory is determined using the weighted average cost method. We write down the cost of obsolete and slow-moving inventories to the estimated net realizable value, based on inventory obsolescence trends, historical experience, forecasted consumer demand and application of the specific identification method.

Revenuerecognition

Our revenues are mainly generated from the sales of compatible toner cartridges through offline and online channels. We provide products: (i) to offline overseas customers who own their brands on an ODM basis; (ii) to offline overseas dealers who primarily sell our self-branded products and white-label products to end consumers; and (iii) directly to customers on a retail basis under our self-owned brands through online retail platforms. There is no major difference in terms of product capability between our ODM products, white-label products and self-owned brand products, and the main difference lies in product packaging and pricing.

We usually enter into sales orders with customers or receive online sales orders, in which we identify the only performance obligation is to transfer the promised products stated in the sales order. We perform shipping services before the products are delivered to the designated place. Shipping service is determined as an activity to fulfill our promise to transfer the products, rather than another distinct performance obligation as it is performed before the customers obtain control of the products. In the normal course of business, our warranties are limited to product specifications, and we do not accept product returns unless the item is defective as manufactured. Accordingly, warranty costs are treated as a cost of fulfillment subject to accrual, rather than a performance obligation. We establish provisions for both estimated returns and warranties when revenue is recognized.

Revenues represent the amount of consideration to which we are entitled, comprising the product settlement price, net of value-added tax (“VAT”), surcharges, discounts and returns, if any. The transaction price is variable, as adjusted by return allowances and rebates, which we estimate using the expected value method and update to faithfully represent the circumstances present at the end of each reporting period and any changes in circumstances during the reporting period. We consider ourselves a principal as we produce all of the products ourselves. We recognize revenue from the sales of compatible toner cartridges at a point in time when control of the products is transferred to the customers upon acceptance, on a gross basis. Payment is usually required within four months after the issuance of an invoice for offline customers, and the consideration for online orders is collected in advance of shipment by the online platform. Therefore, it is probable that we will collect substantially all of the consideration, and no significant financing component exists.

Disaggregation of Revenue

We disaggregate our revenue from contracts by sales channel and by region, as we believe this best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. The disaggregation of our revenues for the years ended December 31, 2023, 2024 and 2025 is disclosed in Note 18 to our consolidated financial statements included elsewhere in this annual report.

Contract balance

When either party to a revenue contract has performed, we present the contract in the consolidated balance sheet as a contract asset or a contract liability, depending on the relationship between our performance and the customer’s payment. We incur only incremental costs to obtain contracts with customers. We present any unconditional rights to consideration separately as a receivable. We do not have any contract assets.

We present consideration received from a customer before we transfer products to that customer as a contract liability (advances from customers) at the time payment is made. Advances from customers represent our obligation to transfer products to a customer for which we have received consideration.

Recentaccounting pronouncements

A list of recently issued accounting pronouncements that are relevant to us is included in Note 2 to our consolidated financial statements included elsewhere in this annual report.

We are an emerging growth company (“EGC”) as defined by the Jumpstart Our Business Startups Act (the “JOBS Act”). The JOBS Act provides that an EGC may take advantage of extended transition periods for complying with new or revised accounting standards. This allows an EGC to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition periods, which may result in our financial statements not being comparable to those of companies that comply with public company effective dates. However, this election will not apply should we cease to be classified as an EGC.

Item6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.Directors and Senior Management

The following table sets forth information regarding our directors and executive officers as of the date of this annual report.

Directors and Executive Officers	Age	Position/Title
Mr.<br> Weidong Gu	56	Chairman<br> of the Board of Directors
Mr.<br> Shaofang Weng	54	Chief<br> Executive Officer and Director
Mr.<br> Quanmao Zhou	35	Chief<br> Financial Officer
Mr.<br> Zhisheng Cheng	46	Vice<br> President
Mr.<br> Qilong Yang	52	Vice<br> President
Mr.<br> Tan Kwong Hun	53	Independent<br> Director
Ms.<br> Fenglei Jiang	58	Independent<br> Director
Mr.<br> Xinwei Xie	51	Independent<br> Director

The following is a brief biography of each of our executive officers and directors:

Mr.Weidong Gu is one of our founders and has served as our director since inception and our chairman of the board of directors since April 2020. Mr. Gu has extensive experience as an engineer and possesses more than 21 years of experience in the compatible toner cartridge industry. In 2011, Mr. Gu co-founded our Company, and since then, he has been overseeing our Company’s corporate strategic planning and business development, and managing our day-to-day business operations. Prior to founding our Company, from October 2002 to December 2010, Mr. Gu worked as the manager of the engineering department and deputy general manager of Zhuhai Seine Technology Co., Ltd., responsible for managing the manufacturing and research and development operations. Prior to October 2002, Mr. Gu was involved in engineering work in several companies. Mr. Gu received a bachelor’s degree in radio engineering from Xiangtan University in the PRC in 1991. He obtained an intermediate engineer qualification in August 1999.

Mr.Shaofang Weng is one of our founders and has served as our director and chief executive officer since April 2020. Mr. Weng has over 20 years of experience in financial accounting and control. Mr. Weng served as a financial controller of Jiangxi Yibo from February 2012 to April 2020. From June 2007 to December 2010, Mr. Weng served as the executive director of Dongguan Pudao Consulting Co., Ltd., a company that provides tax and financing services for small and medium enterprises. Prior to that, Mr. Weng served as finance manager and deputy general manager of Guangzhou Tianyue Communication Technology Development Co., Ltd. from November 2003 to June 2007. Mr. Weng received a bachelor’s degree in accounting in 1995 and a master’s degree in accounting in 2002 from Jiangxi University of Finance and Economics. Mr. Weng has been a member of The Chinese Institute of Certified Public Accountants since December 1998.

Mr.Quanmao Zhou has served as our chief financial officer since October 2021. Mr. Quanmao Zhou joined our group in July 2018 as the financial manager of Jiangxi Yibo and currently serves as the financial controller of Jiangxi Yibo. From July 2011 to June 2018, Mr. Quanmao Zhou served at multiple positions at Hisense Group consecutively, including as an accounting supervisor at Qingdao Hisense International Co., Ltd., the financial controller at a subsidiary of the group in Spain, and the financial controller at a subsidiary of the group in Mexico. Mr. Quanmao Zhou obtained his bachelor’s degree with dual major in finance and accounting from Xi’an Jiaotong University in the PRC in 2011.

Mr.Zhisheng Cheng is one of our founders and has served as our vice president since April 2020. Mr. Cheng has had extensive experience in product development. Mr. Cheng has been with us since March 2011 and has since served as the director of technology and the deputy general manager of Jiangxi Yibo. Prior to founding our Company, from January 2007 to February 2011, Mr. Cheng worked as the director of the technology department of Zhuhai Seine Technology Co., Ltd. Prior to that, Mr. Cheng worked as the head of research and development at Zhuhai Ninestar Electronic Technology Co., Ltd. from July 2004 to January 2007. Mr. Cheng received a bachelor’s degree in mechanical design and manufacture from Hubei University of Technology in the PRC in 2004.

Mr.Qilong Yang is one of our founders and has served as our vice president since April 2020. Mr. Yang has had extensive experience in manufacturing management and operation. Mr. Yang has been with us since July 2011 and has since served as the deputy general manager of Jiangxi Yibo. Prior to that, Mr. Yang worked at Zhuhai Ninestar Electronic Technology Co., Ltd. from October 2001 to August 2009 as the supervisor and manager of quality control department and from September 2009 to July 2011 as the assistant to the general manager. Mr. Yang graduated from Sichuan Three Gorges College in the PRC in 1996 with an area of study in computer information management.

Mr.Tan Kwong Hun has served as our independent director since May 2025. Mr. Tan has started working as a freelance consultant starting in December 2022. From November 2021 to December 2022, Mr. Tan served as the CEO of JD International Business, where he managed the company’s operations outside of China, developed international business strategies, and oversaw financial management. From March 2020 to November 2021, he served as the President of the Mobile Business Unit of JD International Business, responsible for managing the unit’s profit and loss (“P&L”) and creating new business strategies and models. From April 2016 to January 2020, Mr. Tan served as President of Huawei Technologies Co., Ltd., where he managed Huawei Honor’s Smart Life Device business and global P&L. He was responsible for product portfolio planning, sales and marketing organization, and the implementation of overall strategies. From February 2011 to January 2016, Mr. Tan served as Managing Director for the Asia region at Jawbone. He was responsible for building the Asia team, managing revenue and P&L objectives, planning product localization roadmaps, and implementing the regional operational strategy. From January 2012 to July 2012, he served as Vice President and Head of the Greater China Area at RIM Mobile SCI & TECH (China) Co., Ltd. (BlackBerry), where he was responsible for country management, volume, revenue and P&L objectives, implementing operational strategies, and designing governance models. From May 2008 to September 2011, Mr. Tan served as Vice President and Head of the Greater China Area at Sony Ericsson Mobile Communications (China) Co., Ltd., overseeing business operations and executing strategic initiatives in the region. From February 2007 to May 2008, he served as Senior Director of Retail and Channel Strategy & Development for the Asia Pacific region at Motorola (China) Electronics Ltd., where he contributed to business strategy development and management. From December 2004 to January 2007, Mr. Tan served as Head of Channel Planning and Strategy Development for the Greater China Area at NOKIA (China) Investment Co., Ltd. He was responsible for developing and implementing sales, channel, and business strategies, as well as analyzing market and channel developments. From June 2003 to December 2004, he served as Channel Sales Director of Sales and Marketing for the Asia Pacific region at Packeteer Asia Pacific Ltd. (NASDAQ: PKTR), where he expanded market presence, launched the APAC Master Partner Program, and optimized internal systems. Mr. Tan obtained a Diploma in Business Administration (Banking & Finance) from Singapore Polytechnic in 1992 and a bachelor’s degree in business (Economics & Finance) from the Royal Melbourne Institute of Technology in 1996. In 2010, he attended the Executive Education Program at Columbia Business School.

Ms.Fenglei Jiang has served as our independent director since June 2021. Ms. Fenglei Jiang has had extensive experience in engineering and business management. From April 2005 to September 2020, Ms. Fenglei Jiang served as an executive director and the general manager at Zhongshan Wanjing Technology Development Co., Ltd., responsible for overseeing the daily operations of the company. Ms. Fenglei Jiang received a bachelor’s degree in metal material and heat treatment from Beihang University in the PRC in 1988 and an MBA degree from Guanghua School of Management, Peking University in the PRC in 2006.

Mr.Xinwei Xie has served as our independent director since June 2021. Mr. Xie has extensive experience in information technology and e-commerce. Since July 2021, Mr. Xie has served as a supervisor of Hainan Yinghai Medical Information Technology Co., Ltd. (formerly known as Hainan Yinghai Network Technology Co., Ltd.), where he was responsible for participating and managing the research and development project of the company. Since October 2015, Mr. Xie has been an executive director at Shanghai Highdata Technology Co., Ltd., a medical information company, where he was responsible for participating in the research and development projects of the company. Mr. Xie received a bachelor’s degree in business information management from Hangzhou College of Commerce of the Zhejiang Gongshang University in the PRC in 1995.

FamilyRelationships

None of our directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.

ControlledCompany

Our chairman of the board of directors, Mr. Weidong Gu, beneficially owns 27.18% of our issued and outstanding Class A ordinary shares and 100% of our total issued and outstanding Class B ordinary shares, representing 97.09% of our total voting power. As a result, we are deemed a “controlled company” for the purpose of the Nasdaq listing rules. As a controlled company, we are permitted to elect to rely on certain exemptions from the obligations to comply with certain corporate governance requirements, including:

●	the<br> requirement that our director nominees be selected or recommended solely by independent directors; and
●	the<br> requirement that we have a nominating and corporate governance committee and a compensation committee that are composed entirely<br> of independent directors with a written charter addressing the purposes and responsibilities of the committees.
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Although we do not intend to rely on the controlled company exemptions under the Nasdaq listing rules even if we are deemed a controlled company, we could elect to rely on these exemptions in the future, and if so, you would not have the same protection afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

B.Compensation

For the year ended December 31, 2025, we paid an aggregate of approximately US$0.53 million in cash to our executive officers and directors and we paid an aggregate of approximately US$0.1 million in compensation to our non-executive directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers.

Our Mainland PRC subsidiaries are required by law to make contributions equal to certain percentages of each employee’s salary for his or her medical insurance, maternity insurance, workplace injury insurance, unemployment insurance, pension benefits through a PRC government-mandated multi-employer defined contribution plan and other statutory benefits. Our Hong Kong subsidiaries are required by the Hong Kong Mandatory Provident Fund Schemes Ordinance to make monthly contributions to the mandatory provident fund scheme in an amount equal to at least 5% of an employee’s salary.

C.Board Practices

Boardof Directors

Our board of directors consists of five directors. Unless otherwise determined by the Company in general meeting, the number of directors shall not be less than two. A director is not required to hold any shares in our company by way of qualification. A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with us is required to declare the nature of his interest at a meeting of our directors.

The directors may exercise all the powers of the company to borrow money, mortgage its undertaking, property and uncalled capital, and issue debentures or other securities whenever money is borrowed or as security for any obligation of the company or of any third party. None of our directors has a service contract with us that provides for benefits upon termination of service.

Dutiesof Directors

Under Cayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty, a duty to act honestly, and a duty to act in good faith in what they consider to be in our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also have a duty to exercise the skills they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances.

Although under Cayman Islands law, a controlling shareholder of a Cayman Islands company does not owe fiduciary duties to the company or its minority shareholders, a controlling shareholder who serves as a director of a company owes fiduciary duties in his or her capacity as a director to such company, for as long as he or she serves on the company’s board of directors. Certain shareholders of our controlling shareholder serve on our board of directors and, as a result, owe the aforementioned fiduciary duties to us.

In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association as may be amended from time to time. Our company has a right to seek damages against any director who breaches a duty owed to us.

The functions and powers of our board of directors include, among others:

●	convening<br> shareholders’ annual general meetings and reporting its work to shareholders at such meetings;
●	declaring<br> dividends and distributions;
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●	appointing<br> officers and determining the term of office of officers;
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●	exercising<br> the borrowing powers of our company and mortgaging the property of our company; and
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●	approving<br> the transfer of shares of our company, including the registering of such shares in our share register.
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Termsof Directors and Executive Officers

Our officers are elected by and serve at the discretion of the board of directors. Our directors are not subject to a term of office and hold office until their resignation, death or incapacity, or until their respective successors have been elected and qualified or he or she is removed from office pursuant to any other provisions of our amended and restated memorandum and articles of association.

A director will also vacate his office as a director if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors, (ii) dies or becomes of unsound mind, (iii) resigns his office by notice in writing, (iv) without special leave of absence from our board, is absent from meetings of our board for six consecutive months and our board resolved that his office be vacated.

InterestedTransactions

A director may, subject to any separate requirement for audit committee approval under applicable law, the amended and restated memorandum and articles of association or the Nasdaq Stock Market Listing Rules, or disqualification by the chairman of the relevant board meeting, vote in respect of any contract or transaction in which he or she is interested, provided that the nature of the interest of any directors in such contract or transaction is disclosed by him or her at or prior to its consideration and any vote in that matter.

A general notice by any director to the effect that he is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement with that company or firm, shall be deemed a sufficient declaration of interest for the purposes of voting on a resolution in respect to a contract or transaction in which he has an interest.

After such general notice, special notice relating to any particular transaction shall not be required. A director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein. 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 proposed contract or arrangement is considered.

EmploymentAgreements and Indemnification Agreements

We have entered into employment agreements with our executive officers. Each of our executive officers is employed for a continuous term unless either we or the executive officer gives prior notice to terminate such employment, or for a specified time period, or for a specified time period which will be renewed automatically unless a notice of non-renewal is given. We may terminate an executive officer’s employment for cause, at any time, without notice or remuneration, including but not limited to as a result of the executive officer’s commitments of any serious or persistent breach or non-observance of the terms and conditions of the employment, conviction of a criminal offence, fraud or dishonesty, habitual neglect of his or her duties, material misconduct being inconsistent with the due and faithful discharge of the executive officer’s material duties or material breach of internal procedures or regulations which causes damage to the Company. An executive officer may terminate his or her employment at any time with one month’s prior written notice.

We have entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against all liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company to the fullest extent permitted by law with certain limited exceptions.

Committeesof the Board of Directors

We have established three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.

AuditCommittee

Our audit committee consists of Mr. Tan Kwong Hun, Ms. Fenglei Jiang and Mr. Xinwei Xie. Mr. Tan Kwong Hun is the chairperson of our audit committee. We have determined that Mr. Tan Kwong Hun, Ms. Fenglei Jiang and Mr. Xinwei Xie satisfy the “independence” requirements of the Rule 5605(c)(2) of the Nasdaq Stock Market Listing Rules and meets the independence standards under Rule 10A-3 under the Exchange Act. Our audit committee consists solely of independent directors that satisfy the Nasdaq Stock Market and SEC requirements. Our board of directors has also determined that Mr. Tan Kwong Hun qualifies as an “audit committee financial expert” within the meaning of the SEC rules and possesses financial sophistication within the meaning of the Nasdaq Stock Market Listing Rules.

The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements. The audit committee is responsible for, among other things:

●	selecting<br> our independent registered public accounting firm and pre-approving all auditing and non-auditing services performed by our independent<br> registered public accounting firm;
●	reviewing<br> with the independent registered public accounting firm any audit problems or difficulties and management’s response;
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●	reviewing<br> and approving all proposed related-party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;
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●	discussing<br> the annual audited financial statements with management and our independent registered public accounting firm;
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●	annually<br> reviewing and reassessing the adequacy of our audit committee charter;
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●	meeting<br> separately and periodically with management and our independent registered public accounting firms;
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●	reporting<br> regularly to the full board of directors; and
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●	performing<br> such other matters that are specifically delegated to our audit committee by our board of directors from time to time.
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CompensationCommittee

Our compensation committee consists of Mr. Tan Kwong Hun, Ms. Fenglei Jiang and Mr. Xinwei Xie. Ms. Fenglei Jiang is the chairperson of our compensation committee. We have determined that Mr. Tan Kwong Hun, Ms. Fenglei Jiang and Mr. Xinwei Xie satisfy the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Listing Rules.

The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated.

The compensation committee is responsible for, among other things:

●	reviewing<br> and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive<br> officers;
●	reviewing<br> and recommending to the board for determination with respect to the compensation of our non-employee directors;
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●	reviewing<br> and making recommendations to the board of directors with respect to the compensation of our directors;
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●	reviewing<br> periodically and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses,<br> employee pension and welfare benefit plans; and
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●	selecting<br> compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s<br> independence from management.
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Nominatingand Corporate Governance Committee

Our nominating and corporate governance committee consists of Mr. Tan Kwong Hun, Ms. Fenglei Jiang and Mr. Xinwei Xie. Mr. Xinwei Xie is the chairperson of our nominating and corporate governance committee. We have determined that Mr. Tan Kwong Hun, Ms. Fenglei Jiang and Mr. Xinwei Xie satisfy the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Listing Rules.

The nominating and corporate governance committee assists the board of directors in selecting directors and in determining the composition of our board and board committees. The nominating and corporate governance committee is responsible for, among other things:

●	identifying<br> and recommending nominees for election or re-election to our board of directors, or for appointment to fill any vacancy;
●	reviewing<br> annually with our board of directors its composition in light of the characteristics of independence, age, skills, experience and<br> availability of service to us;
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●	identifying<br> and recommending to our board the directors to serve as members of committees;
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●	advising<br> the board periodically with respect to developments in the law and practice of corporate governance as well as our compliance with<br> applicable laws and regulations;
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●	making<br> recommendations to our board of directors on corporate governance matters and on any corrective action to be taken; and
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●	monitoring<br> compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to<br> ensure compliance.
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Codeof Business Conduct and Ethics

Our board of directors has adopted a code of business conduct and ethics, which is applicable to all of our directors, officers, and employees. Our code of business conduct and ethics is publicly available on our website.

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Compensation Recovery Policy

We have adopted a compensation recovery policy to provide for the recovery of erroneously-awarded incentive compensation, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, final SEC rules and applicable listing standards.

ForeignPrivate Issuer Status

As a foreign private issuer, we are exempt from the rules under the Exchange Act, prescribing the furnishing and content of proxy statements. Section 8103 of the National Defense Authorization Act for Fiscal Year 2026, named the “Holding Foreign Insiders Accountable Act”, which was signed into law on December 18, 2025, requires directors and officers of foreign private issuers to make insider reports under Section 16(a) of the Exchange Act, effective March 18, 2026. Our principal shareholders continue to remain exempt from the reporting under Section 16(a) of the Exchange Act and our directors, officers and principal shareholders continue to remain exempt from the short-swing profit recovery provisions contained in Section 16(b) of the Exchange Act. In addition, we are not required under the Exchange Act to file quarterly periodic reports and financial statements with the SEC as frequently or as promptly as U.S. domestic issuers and are not required to disclose in its periodic reports all of the information that U.S. domestic issuers are required to disclose. We are permitted to follow corporate governance practices in accordance with Cayman Islands law in lieu of most of the corporate governance rules set forth by Nasdaq. As a result, our corporate governance practices differ in some respects from those required to be followed by U.S. companies listed on a national securities exchange.

D.Employees

See “Item 4. Information on the Company—B. Business Overview—Employees.”

E.Share Ownership

The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our ordinary shares as of the date of this annual report for:

●	each<br> of our directors and executive officers;
●	our<br> directors and executive officers as a group; and
●	each<br> person known to us to own beneficially more than 5% of our ordinary shares.

Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them. Percentage of beneficial ownership of each listed person is based on 32,918,421 Class A ordinary shares and 26,315,800 Class B ordinary shares outstanding as of the date of this annual report.

Information with respect to beneficial ownership has been furnished by each director, officer, or beneficial owner of 5% or more of our ordinary shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of shares beneficially owned by a person listed below and the percentage ownership of such person, shares underlying options, warrants, or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this annual report are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all persons listed have sole voting and investment power for all shares shown as beneficially owned by them.

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	Ordinary<br> Shares Beneficially Owned**
	Class A<br> <br>Ordinary<br> <br>Shares		Percentage<br> of Class A Ordinary Shares			Class B<br> <br>Ordinary<br> <br>Shares		Percentage<br> of Class B Ordinary Shares			Total<br> <br>Ordinary<br> <br>Shares		Percentage<br> <br>of Total<br> <br>Ordinary<br> <br>Shares			Percentage<br> <br>of Votes<br> <br>Held
Directors<br> and Executive Officers:*
Weidong<br> Gu^(1)^		8,947,300		27.18	%		26,315,800		100	%		35,263,100		59.53	%		97.09	%
Shaofang<br> Weng		—		—			—		—			—		—			—
Quanmao<br> Zhou		—		—			—		—			—		—			—
Zhisheng<br> Cheng		—		—			—		—			—		—			—
Qilong<br> Yang		—		—			—		—			—		—			—
Tan<br> Kwong Hun		—		—			—		—			—		—			—
Fenglei<br> Jiang		—		—			—		—			—		—			—
Xinwei<br> Xie		—		—			—		—			—		—			—
All<br> directors and executive officers as a group:		8,947,300		27.18	%		26,315,800		100	%		35,263,100		59.53	%		97.09	%
5%<br> Shareholders:
Aster<br> Excellent Limited^(1)^		8,947,300		27.18	%		26,315,800		100	%		35,263,100		59.53	%		97.09	%
Juneng<br> Investment (Hong Kong) Limited^(2)^		10,526,300		31.98	%		—		—			10,526,300		17.78	%		1.28	%
Tao<br> Yang^(3)^		2,640,000		8.02	%		—		—			2,640,000		4.46	%		0.03	%
Chunhui<br> Huang^(4)^		2,500,000		7.59	%		—		—			2,500,000		4.22	%		0.03	%
Can<br> Xia^(5)^		2,500,000		7.59	%		—		—			2,500,000		4.22	%		0.03	%
Feng<br> Liu^(6)^		1,875,900		5.70	%		—		—			1,875,900		5.70	%		0.02	%
Ting<br> Ao^(7)^		1,800,000		5.47	%		—		—			1,800,000		3.04	%		0.02	%

Notes:

*	Except<br> as indicated otherwise below, the business address of our directors and executive officers is No. 756 Guangfu Road, Hi-tech Development<br> Zone, Xinyu City, Jiangxi Province, the PRC.
**	Beneficial<br> ownership information disclosed herein represents direct and indirect holdings of entities owned, controlled or otherwise affiliated<br> with the applicable holder as determined in accordance with the rules and regulations of the SEC.
(1)	Represents<br> 35,263,100 ordinary shares, including 8,947,300 Class A ordinary shares and 26,315,800 Class B ordinary shares, held by Aster Excellent,<br> a company incorporated in the BVI as a limited liability company on August 2, 2019 and is controlled by Mr. Weidong Gu and owned<br> as to 92.0% by Mr. Weidong Gu, 5.0% by Mr. Zhisheng Cheng, 1.5% by Mr. Shaofang Weng and 1.5% by Mr. Qilong Yang.
(2)	Represents<br> 10,526,300 Class A ordinary shares held by Juneng Investment (Hong Kong) Limited, a company formed in Hong Kong as a limited liability<br> company on September 17, 2019, and is wholly owned by Xinyu High-Tech Investment Co., Ltd., a limited liability company established<br> under the laws of the PRC on August 23, 2016 and an independent third party, which is in turn wholly owned by the Financial and Monetary<br> Bureau of Xinyu Hi-Tech Industry Development Zone, a department of Xinyu High-Tech Industry Development Zone.
(3)	Represents<br> 2,500,000 Class A ordinary shares held by Chunhui Huang, an individual.
(4)	Represents<br> 2,500,000 Class A ordinary shares held by Chunhui Huang, an individual.
(5)	Represents<br> 2,500,000 Class A ordinary shares held by Can Xia, an individual.
(6)	Represents<br> 1,875,900 Class A ordinary shares held by Feng Liu, an individual.
(7)	Represents<br> 1,800,000 Class A ordinary shares held by Ting Ao, an individual.

As of the date of this annual report, approximately 5.40% of our issued and outstanding Class A ordinary shares are held in the United States by one record holder (Cede & Co.).

We are not aware of any other arrangement that may, at a subsequent date, result in a change of control of our Company.

F.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

Not applicable.

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Item7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.Major Shareholders

See “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”

B.Related Party Transactions

EmploymentAgreements

See “Item 6. Directors, Senior Management and Employees—C. Board Practices—Employment Agreements and Indemnification Agreements.”

MaterialTransactions with Related Parties

The table below sets forth the related parties and their relationships with the Company who had transaction with the Company for the fiscal years ended December 31, 2023, 2024 and 2025 and through the date of this annual report:

Name	Relationship
Mr. Weidong<br> Gu	Founder<br> and chairman of the board of directors of the Company
Mr. Zhisheng<br> Cheng	Vice<br> president of the Company
Mr. Xingzhi<br> Huang	Indirect<br> shareholder of the Company
Xinyu<br> High-Tech Investment Co., Ltd.	Indirect<br> shareholder of the Company

Relatedparty transactions

The transactions of related parties are as follows:

	For<br> the years ended December 31,					For<br> the<br> period from<br> January 1,<br> 2026 to
	2023	2024		2025		March<br> 31, 2026
	(in in<br> thousands)
Guarantee provided for bank short-term borrowings:
Xinyu<br> High-Tech Investment Co., Ltd. – Export-Import Bank of China Jiangxi Branch		$	6,051	$	6,199	$	6,199
Mr. Weidong Gu – Xinyu<br> Rural Commercial Bank			4,173		4,275		-
Mr. Weidong Gu – Bank<br> of China			9,737		-		-
Mr. Weidong Gu – Agricultural<br> Bank of China			3,478		-		-
Mr. Zhisheng Cheng – Bank<br> of China			9,737		-		-
Mr. Xingzhi Huang – Bank<br> of China			9,737		-		-
Mr. Xingzhi Huang – Agricultural<br> Bank of China			3,478		-		-
Rental income:
Xinyu High-Tech Investment Co., Ltd.		$	102	$	102	$	26

All values are in US Dollars.

Mr. Weidong Gu, Mr. Zhisheng Cheng and Mr. Xingzhi Huang also provided guarantees with their personal property for the Company’s notes payable credited by Xinyu Rural Commercial Bank Gaoxin Branch, Agricultural Bank of China Xinyu Branch and Bank of China Xinyu Branch.

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C.Interests of Experts and Counsel

Not applicable.

Item8. FINANCIAL INFORMATION

A.Consolidated Statements and Other Financial Information

We have appended consolidated financial statements filed as part of this annual report. See “Item 18. Financial Statements.”

LegalProceedings

On November 12, 2021, ML Products, Inc. filed a complaint with the United States District Court for the Central District of California against Aster US, a subsidiary of the Company, and five other defendants, claiming that Aster US (i) violated the Lanham Act by conducting false advertising, (ii) violated the California Business and Professions Code §17200 by engaging in unfair competition, and (iii) violated the California Business and Professions Code §17500 by conducting false advertisement. On February 9, 2022, Aster US filed a motion to dismiss the complaint with the court. On September 27, 2023, the court ruled on our motion to dismiss, granting our motion in part. On October 12, 2023, ML Products filed a revised complaint and we filed an answer on December 8, 2023. This case is currently in the fact discovery phase. On February 9, 2026, the parties filed a joint stipulation to extend discovery and pre-trial deadlines by two months, with fact discovery now scheduled to close on April 17, 2026. The scope of remaining fact discovery during the extended period is limited to (i) a Rule 30(b)(1) deposition of Mr. Eric Zhong and (ii) efforts by the parties to resolve outstanding discovery issues raised in the parties’ meet-and-confer on January 29, 2026, including motion practice if necessary. Trial is currently scheduled for October 5, 2026. The parties are also engaged in ongoing good-faith settlement discussions. If the reviewing court determines that these claims are successfully established, monetary relief or injunctive relief may be granted to the plaintiff. We believe this lawsuit is without merit and we are defending ourselves vigorously. There is uncertainty, however, regarding the ultimate resolution of this lawsuit. We maintain liability insurance, pursuant to which we are presently seeking confirmation by the provider to determine if our policy entitles us to receive liability coverage or contribution towards our related legal expenses and fees. We are not able to predict the scale of liability, if any, potential monetary impact or outcome of this case at this time.

DividendPolicy

Our board of directors has complete discretion as to whether to distribute dividends. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. In either case, all dividends are subject to certain restrictions under Cayman Islands law, namely that we may only pay dividends out of profits or share premium, and provided that in no circumstances may a dividend be paid if it would result in us being unable to pay our debts as they fall due. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that our board of directors may deem relevant.

We do not have any plan to declare or pay any cash dividends on our Class A ordinary shares in the foreseeable future. We intend to retain most, if not all, of our available funds and future earnings to operate and expand our business.

We are an exempted company with limited liability incorporated in the Cayman Islands. We rely principally on dividends distributed by our Mainland PRC subsidiaries and payments from our operating entities for our cash requirements, including distribution of dividends to our shareholders. Dividends distributed by our Mainland PRC subsidiaries are subject to Mainland PRC taxes.

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In addition, PRC regulations may restrict the ability of our Mainland PRC subsidiaries to pay dividends to us and only allow a Mainland PRC company to pay dividends out of its accumulated distributable after-tax profits as determined in accordance with its articles of association and the Mainland PRC accounting standards and regulations. See “Item 3. Key Information—D. Risk Factors — Risks Relating to Doing Business in the PRC — We may rely on dividends and other distributions on equity paid by our Mainland PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our Mainland PRC subsidiaries to make payments to us and any tax we are required to pay could have a material and adverse effect on our ability to conduct our business.”

B.Significant Changes

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

Item9. THE OFFER AND LISTING

A.Offer and Listing Details.

Our Class A ordinary shares have been listed on the Nasdaq Capital Market since January 25, 2024 under the symbol “YIBO.”

B.Plan of Distribution

Not applicable.

C.Markets

Our Class A ordinary shares have been listed on the Nasdaq Capital Market since January 25, 2024 under the symbol “YIBO.”

D.Selling Shareholders

Not applicable.

E.Dilution

Not applicable.

F.Expenses of the Issue

Not applicable.

Item10. ADDITIONAL INFORMATION

A.Share Capital

Not applicable.

B.Memorandum and Articles of Association

We are an exempted company incorporated under the laws of the Cayman Islands and our affairs are governed by our amended and restated memorandum and articles of association, as amended and restated from time to time, and Companies Act (As Revised) of the Cayman Islands, which we refer to as the Companies Act below, and the common law of the Cayman Islands.

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We incorporate by reference into this annual report the description of our amended and restated memorandum and articles of association, which was filed as Exhibit 1.1 to this annual report.

RegisteredOffice

Our registered office in the Cayman Islands is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands, and the phone number of our registered office is +1-345-949-1040.

Boardof Directors

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

OrdinaryShares

General

Our authorized share capital is HK$380,000 divided into 3,800,000,000 shares, of nominal or par value of HK$0.0001 each, comprising of (i) 2,000,000,000 Class A ordinary shares of a nominal or par value of HK$0.0001 each, (ii) 1,000,000,000 Class B ordinary shares of a nominal or par value of HK$0.0001 each, and (iii) 800,000,000 preference shares of a nominal or par value of HK$0.0001 each. All our outstanding ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares.

Dividends

The holders of our ordinary shares are entitled to such dividends as may be declared by our shareholders or board of directors subject to the Companies Act and to the articles of association.

Conversion

Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of any Class B ordinary shares by a holder thereof to any person or entity, such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares.

VotingRights

Holders of Class A ordinary shares and Class B ordinary shares shall, at all times, vote together as one class on all matters submitted to a vote by the shareholders. Each Class A ordinary share shall be entitled to one vote on all matters subject to vote at general and special meetings of our company and each Class B ordinary share shall be entitled to 30 votes on all matters subject to vote at general and special meetings of our company. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any one shareholder present in person or by proxy.

An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of votes attached to the ordinary shares cast in a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of votes cast attached to the ordinary shares. A special resolution will be required for important matters such as a change of name or making changes to our memorandum and articles of association.

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Transferof Ordinary Shares

Subject to the restrictions contained in our articles of association, as applicable, any of our shareholders may transfer all or any of his, her or its ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.

Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share. Our board of directors may also decline to register any transfer of any ordinary share unless:

●	the<br> instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other<br> evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;
●	the<br> instrument of transfer is in respect of only one class of ordinary shares;
---	---
●	the<br> instrument of transfer is properly stamped, if required;
---	---
●	the<br> ordinary shares transferred are fully paid and free of any lien in our favor; and
---	---
●	any<br> fee related to the transfer has been paid to us; and
---	---
●	the<br> transfer is not to more than four joint holders.
---	---

If our directors refuse to register a transfer they shall, within three months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.

Liquidation

On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available for distribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares on a pro ratabasis. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately.

Callson Ordinary Shares and Forfeiture of Ordinary Shares

Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.

Redemptionof Ordinary Shares

Subject to the provisions of the Companies Act and other applicable law, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner, including out of capital, as may be determined by the board of directors.

Variationsof Rights of Shares

If at any time, our share capital is divided into different classes of shares, all or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Act, be varied with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class. Consequently, the rights of any class of shares cannot be detrimentally altered without a majority of two-thirds of the votes of all of the shares in that class cast at a meeting of the shareholders of that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking paripassu with such existing class of shares.

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GeneralMeetings of Shareholders

Shareholders’ meetings may be convened by a majority of our board of directors or our chairman or any director to give effect to a shareholder requisition. Advance notice of at least ten clear days is required for the convening of our annual general shareholders’ meeting and any other general meeting of our shareholders. A quorum required for a meeting of shareholders consists of at least two shareholders present or by proxy, representing not less than one-third in nominal value of the total issued voting shares in our company.

Inspectionof Books and Records

Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will in our articles provide our shareholders with the right to inspect our list of shareholders and to receive annual audited financial statements. See “Where You Can Find Additional Information.”

Changesin Capital

We may from time to time by ordinary resolution:

●	increase<br> the share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe;
●	consolidate<br> and divide all or any of our share capital into shares of a larger amount than our existing shares;
---	---
●	sub-divide<br> our existing shares, or any of them into shares of a smaller amount; or
---	---
●	cancel<br> any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish<br> the amount of our share capital by the amount of the shares so cancelled.
---	---

We may by special resolution reduce our share capital or any capital redemption reserve in any manner permitted by law.

ExemptedCompany

We are an exempted company with limited liability under the Companies Act of the Cayman Islands. The Companies Act in the Cayman Islands distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except that an exempted company:

●	does<br> not have to file an annual return of its shareholders with the Registrar of Companies;
●	is<br> not required to open its register of members to inspection;
---	---
●	does<br> not have to hold an annual general meeting;
---	---
●	may<br> issue shares with no par value;
---	---
●	may<br> obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first<br> instance);
---	---
●	may<br> register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
---	---
●	may<br> register as an exempted limited duration company; and
---	---
●	may<br> register as a segregated portfolio company.
---	---

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“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company. We are subject to reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. We currently comply with and intend to continue complying with the Nasdaq Rules in lieu of following home country practice. The Nasdaq Rules require that every company listed on the Nasdaq hold an annual general meeting of shareholders. In addition, our articles of association allow directors to call special meetings of shareholders pursuant to the procedures set forth in our articles.

Differencesin Corporate Law

The Companies Act is derived, to a large extent, form the older Companies Acts of England but does not follow recent English statutory enactments and accordingly there are significant differences between the Companies Act and the current Companies Act of England. In addition, the Companies Act differs from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of certain significant differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the State of Delaware in the United States and their shareholders.

Mergersand Similar Arrangements

A merger of two or more constituent companies under Cayman Islands law requires a plan of merger or consolidation to be approved by the directors of each constituent company and authorization by (a) a special resolution of the members of each such constituent company and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association.

A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders. For this purpose a subsidiary is a company of which at least ninety percent (90%) of the issued shares entitled to vote are owned by the parent company.

The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.

Save in certain circumstances, a dissentient shareholder of a Cayman constituent company is entitled to payment of the fair value of his shares upon dissenting to a merger or consolidation. The exercise of appraisal rights will preclude the exercise of any other rights save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.

Separate from the statutory provisions relating to mergers and consolidations, the Companies Act also contains statutory provisions that facilitate the reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved, (i) in the case of a shareholder scheme, by seventy-five per cent in value of the members or class of members, as the case may be, with whom the arrangement is to be made and, (ii) in the case of a creditor scheme only a majority in number of each class of creditors with whom the arrangement is to be made and who must in addition represent seventy-five per cent in value of each such class of creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

●	the<br> statutory provisions as to the required majority vote have been met;
●	the<br> shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion<br> of the minority to promote interests adverse to those of the class;
---	---
●	the<br> arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest;<br> and
---	---
●	the<br> arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act.
---	---

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The Companies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of a dissentient minority shareholder upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares for which the offer is made, the offeror may, within a two-month period commencing from such acceptance, require the holders of the remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion or lack of compliance with the statutory requirements.

If an arrangement and reconstruction by way of scheme of arrangement is thus approved and sanctioned, or if a tender offer is made and accepted, in accordance with the foregoing statutory procedures, a dissenting shareholder would have no rights comparable to appraisal rights, save that objectors to a takeover offer may apply to the Grand Court of the Cayman Islands for various orders that the Grand Court of the Cayman Islands has a broad discretion to make, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

The Companies Act also contains statutory provisions which provide that a company may present a petition to the Grand Court of the Cayman Islands for the appointment of a restructuring officer on the grounds that the company (a) is or is likely to become unable to pay its debts within the meaning of section 93 of the Companies Act; and (b) intends to present a compromise or arrangement to its creditors (or classes thereof) either, pursuant to the Companies Act, the law of a foreign country or by way of a consensual restructuring. The petition may be presented by a company acting by its directors, without a resolution of its members or an express power in its articles of association. On hearing such a petition, the Cayman Islands court may, among other things, make an order appointing a restructuring officer or make any other order as the court thinks fit.

Shareholders’Suits

In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands courts can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name of the company to challenge actions where:

●	a<br> company acts or proposes to act illegally or ultra vires;
●	the<br> act complained of, although not ultra vires, could only be effected duly if authorized by more than the number of votes which<br> have actually been obtained; and
---	---
●	those<br> who control the company are perpetrating a “fraud on the minority.”
---	---

Indemnificationof Directors and Executive Officers and Limitation of Liability

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our memorandum and articles of association permit indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty or fraud which may attach to such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we intend to enter into indemnification agreements with our directors and senior executive officers that will provide such persons with additional indemnification beyond that provided in our memorandum and articles of association.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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Anti-TakeoverProvisions in the Memorandum and Articles of Association

Some provisions of our memorandum and articles of association may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders.

However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our memorandum and articles of association, as amended and restated from time to time, for what they believe in good faith to be in the best interests of our company for a proper purpose.

Directors’Fiduciary Duties

Under Delaware General Corporation Law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the company — a duty to act bona fide in the best interests of the company, a duty not to make a personal profit based on his or her position as director (unless the company permits him to do so) and a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party and a duty to exercise powers for the purpose for which such powers were intended. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.

ShareholderAction by Written Consent

Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Our articles of association provide that shareholders may not approve corporate matters by way of a unanimous written resolution without a meeting being held.

ShareholderProposals

Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

Cayman Islands law does not allow our shareholders to requisition a shareholders’ meeting. However, our amended and restated articles of association provides that any one or more members holding at the date of deposit of the requisition not less than one third of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the board of directors or the secretary of the Company, to require an extraordinary general meeting to be called by the board of directors for the transaction of any business permitted by Article 58(3) as specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do so.

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A meeting requisitioned under our articles of association shall not be permitted to consider or vote upon (1) any resolutions with respect to the election, appointment or removal of directors or with respect to the size of the board of directors, unless such proposal is first approved by the nominating and corporate governance committee of the board of directors; or (2) any special resolutions or any matters required to be passed by way of special resolution pursuant to our articles of association or the Companies Act. Other than by way of requisition under Article 58(2) of our articles of association, members have no right to propose resolutions or other business to be considered and voted upon at any general meeting of the Company. As an exempted Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings. However, our articles of association require us to call such meetings every year.

CumulativeVoting

Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. As permitted under Cayman Islands law, our articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Removalof Directors

Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our articles of association, directors may be removed by ordinary resolution.

Transactionswith Interested Shareholders

The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.

Dissolution;Winding Up

Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.

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Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands by a special resolution or its members or, if the company is unable to pay its debts, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.

Variationof Rights of Shares

Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and our articles of association, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class only with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.

Amendmentof Governing Documents

Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by Cayman Islands law, our memorandum and articles of association may only be amended by special resolution of our shareholders.

Rightsof Non-Resident or Foreign Shareholders

There are no limitations imposed by our memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.

Directors’Power to Issue Shares

Subject to applicable law, our board of directors is empowered to issue or allot shares or grant options and warrants with or without preferred, deferred, qualified or other special rights or restrictions.

C.Material Contracts

We have not entered into any material contracts other than in the ordinary course of business and other than those described in “Item 4. Information on the Company” or elsewhere in this annual report.

D.Exchange Controls

See “Item 4. Information on the Company—B. Business Overview—Regulations—Overview of the Mainland PRC Laws and Regulations—Foreign Exchange.”

E.Taxation

CaymanIslands Taxation

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us or holders of our Class A ordinary shares levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within, the jurisdiction of the Cayman Islands. Payments of dividends and capital in respect of our Class A ordinary shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of our Class A ordinary shares, as the case may be, nor will gains derived from the disposal of our Class A ordinary shares be subject to Cayman Islands income or corporation tax.

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MainlandPRC Taxation

IncomeTax and Withholding Tax

In March 2007, the National People’s Congress of China enacted the Enterprise Income Tax Law, or EIT Law, which became effective on January 1, 2008 (as amended in December 2018). The EIT Law provides that enterprises organized under the laws of jurisdictions outside Mainland China with their “de facto management bodies” located within Mainland China may be considered Mainland PRC resident enterprises and therefore subject to EIT at the rate of 25% on their worldwide income. The Implementing Rules of the EIT Law further defines the term “de facto management body” as the management body that exercises substantial and overall management and control over the business, personnel, accounts and properties of an enterprise.

In April 2009, the SAT issued the Notice Regarding the Determination of Chinese-Controlled Overseas Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, known as SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a Mainland PRC-controlled enterprise that is incorporated offshore is deemed to be located in Mainland China. Although SAT Circular 82 only applies to offshore enterprises controlled by Mainland PRC enterprises or Mainland PRC enterprise groups, not offshore enterprises controlled by Mainland PRC individuals or foreigners, the criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining the tax resident status of all offshore enterprises.

According to SAT Circular 82, a Chinese-controlled offshore incorporated enterprise will be regarded as a Mainland PRC tax resident by virtue of having a “de facto management body” in Mainland China and will be subject to Mainland PRC enterprise income tax on its worldwide income only if all of the following criteria are met: (i) the places where senior management and senior management departments that are responsible for daily production, operation and management of the enterprise perform their duties are mainly located within the territory of Mainland China; (ii) financial decisions (such as money borrowing, lending, financing and financial risk management) and personnel decisions (such as appointment, dismissal and salary and wages) are decided or need to be decided by organizations or persons located within the territory of Mainland China; (iii) main property, accounting books, corporate seal, the board of directors and files of the minutes of shareholders’ meetings of the enterprise are located or preserved within the territory of Mainland China; and (iv) one half (or more) of the directors or senior management staff having the right to vote habitually reside within the territory of Mainland China.

The Administrative Measures for Income Tax on Chinese-controlled Resident Enterprises Incorporated Overseas (Trial Implementation), or Bulletin 45, further clarifies certain issues related to the determination of tax resident status. Bulletin 45 also specifies that when provided with a resident Chinese-controlled, offshore-incorporated enterprise’s copy of its recognition of residential status, a payer does not need to withhold a 10% income tax when paying certain Mainland PRC-source income, such as dividends, interest and royalties to such Chinese-controlled offshore-incorporated enterprise.

We believe that our Cayman Islands holding company, Planet Image International Limited, is not a Mainland PRC resident enterprise for Mainland PRC tax purposes. Planet Image International Limited is a company incorporated outside Mainland China. As a holding company, its key assets are its ownership interests in its subsidiaries, and its key assets are located, and its records (including the resolutions of its board of directors and the resolutions of its shareholders) are maintained, outside Mainland China. As such, we do not believe that our company meets all of the conditions above or is a Mainland PRC resident enterprise for Mainland PRC tax purposes. For the same reasons, we believe our other entities outside Mainland China are not Mainland PRC resident enterprises either. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” There can be no assurance that the PRC government will ultimately take a view that is consistent with our position and there is a risk that the PRC tax authorities may deem our company as a Mainland PRC resident enterprise since a substantial majority of the members of our management team are located in Mainland China, in which case we would be subject to the EIT at the rate of 25% on worldwide income. If the PRC tax authorities determine that our Cayman Islands holding company is a “resident enterprise” for EIT purposes, a number of unfavorable PRC tax consequences could follow.

One example is a 10% withholding tax would be imposed on dividends we pay to our non-Mainland PRC enterprise shareholders and with respect to gains derived by our non-Mainland PRC enterprise shareholders from transferring our ordinary shares. It is unclear whether, if we are considered a Mainland PRC resident enterprise, holders of our Class A ordinary shares would be able to claim the benefit of income tax treaties or agreements entered into between Mainland China and other countries or areas.

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According to the Announcement on Several Issues Concerning Enterprise Income Tax for Indirect Transfer of Assets by Non-Resident Enterprises, or Circular 7, which was promulgated by the SAT and became effective on February 3, 2015, if a non-resident enterprise transfers the equity interests of a Mainland PRC resident enterprise indirectly by transfer of the equity interests of an offshore holding company (other than a purchase and sale of shares issued by a Mainland PRC resident enterprise in the public securities market) without a reasonable commercial purpose, PRC tax authorities have the power to reassess the nature of the transaction and the indirect equity transfer may be treated as a direct transfer. As a result, the gain derived from such transfer, which means the equity transfer price less the cost of equity, will be subject to Mainland PRC withholding tax at a rate of up to 10%.

Under the terms of Circular 7, a transfer which meets all of the following circumstances shall be directly deemed as having no reasonable commercial purposes if:

●	over<br> 75% of the value of the equity interests of the offshore holding company are directly or indirectly derived from Mainland PRC taxable<br> properties;
●	at<br> any time during the year before the indirect transfer, over 90% of the total properties of the offshore holding company are investments<br> within Mainland PRC territories, or in the year before the indirect transfer, over 90% of the offshore holding company’s revenue<br> is directly or indirectly derived from Mainland PRC territories;
---	---
●	the<br> function performed and risks assumed by the offshore holding company are insufficient to substantiate its corporate existence; or
---	---
●	the<br> foreign income tax imposed on the indirect transfer is lower than the Mainland PRC tax imposed on the direct transfer of the Mainland<br> PRC taxable properties.
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On October 17, 2017, the SAT issued the Announcement on Issues Relating to Withholding at Source of Income Tax of Non-resident Enterprises, or Circular 37, which took effect on December 1, 2017. Circular 37 purports to provide further clarifications by setting forth the definitions of equity transfer income and tax basis, the foreign exchange rate to be used in the calculation of the withholding amount and the date on which the withholding obligation arises.

Specifically, Circular 37 provides that where the transfer income subject to withholding at source is derived by a non-Mainland PRC resident enterprise in instalments, the instalments may first be treated as recovery of costs of previous investments. Upon recovery of all costs, the tax amount to be withheld must then be computed and withheld.

There is uncertainty as to the application of Circular 7 and Circular 37. Circular 7 and Circular 37 may be determined by the PRC tax authorities to be applicable to transfers of our shares that involve non-resident investors, if any of such transactions were determined by the tax authorities to lack a reasonable commercial purpose.

As a result, we and our non-resident investors in such transactions may become at risk of being taxed under Circular 7 and Circular 37, and we may be required to comply with Circular 7 and Circular 37 or to establish that we should not be taxed under the general anti-avoidance rule of the EIT Law. This process may be costly and have a material adverse effect on our financial condition and results of operations.

Value-addedTax

Under the Circular on Comprehensively Promoting the Pilot Program of the Collection of Value-added Tax to Replace Business Tax, or Circular 36, which was promulgated by the Ministry of Finance and the SAT on March 23, 2016 and became effective on May 1, 2016, entities and individuals engaging in the sale of services, intangible assets or fixed assets within the territory of Mainland PRC are required to pay value added tax, or VAT, instead of business tax.

According to the Circular 36, our Mainland PRC subsidiaries and consolidated affiliated entity are subject to VAT, at a rate of 6% to 17% on proceeds received from customers.

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According to the Circular of the Ministry of Finance and the SAT on Adjusting Value-added Tax Rates, where a taxpayer engages in a taxable sales activity for the value-added tax purpose or imports goods, the previous applicable 17% tax rates are lowered to 16%.

According to the Circular on Policies to Deepen Value-added Tax Reform, where a taxpayer engages in a taxable sales activity for the value-added tax purpose or imports goods, the previous applicable 16% and 10% tax rates are lowered to 13% and 9% respectively.

MaterialU.S. Federal Income Tax Consequences

The following brief discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of our Class A ordinary shares by a U.S. Holder (as defined below) that acquires our Class A ordinary shares and holds our Class A ordinary shares as “capital assets” (generally, property held for investment) under the U.S. Internal Revenue Code of 1986, as amended, or the Code. This brief discussion is based upon existing U.S. federal tax law, which is subject to differing interpretations or change, possibly with retroactive effect. No ruling has been sought from the Internal Revenue Service, or the IRS, with respect to any U.S. federal income tax consequences described below, and there can be no assurance that the IRS or a court will not take a contrary position. This brief discussion, moreover, does not address the U.S. federal estate, gift, Medicare, and alternative minimum tax considerations, any withholding or information reporting requirements, or any state, local and non-U.S. tax considerations relating to the ownership or disposition of our Class A ordinary shares. The following brief summary does not address all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances or to persons in special tax situations such as:

●	banks<br> and other financial institutions;
●	insurance<br> companies;
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●	pension<br> plans;
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●	cooperatives;
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●	regulated<br> investment companies;
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●	real<br> estate investment trusts;
---	---
●	broker-dealers;
---	---
●	traders<br> that elect to use a market-to-market method of accounting;
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●	certain<br> former U.S. citizens or long-term residents;
---	---
●	governments<br> or agencies or instrumentalities thereof;
---	---
●	tax-exempt<br> entities (including private foundations);
---	---
●	holders<br> who acquired our Class A ordinary shares pursuant to the exercise of any employee share option or otherwise as compensation;
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●	investors<br> that will hold our Class A ordinary shares as part of a straddle, hedging, conversion or other integrated transaction for U.S. federal<br> income tax purposes;
---	---
●	persons<br> holding their Class A ordinary shares in connection with a trade or business outside the United States;
---	---
●	persons<br> that actually or constructively own 10% or more of our voting power or value (including by reason of owning our Class A ordinary<br> shares);
---	---
●	investors<br> required to accelerate the recognition of any item of gross income with respect to their Class A ordinary shares as a result of such<br> income being recognized on an applicable financial statement;
---	---
●	investors<br> that have a functional currency other than the U.S. dollar;
---	---
●	partnerships<br> or other entities taxable as partnerships for U.S. federal income tax purposes, or persons holding Class A ordinary shares through<br> such entities, all of whom may be subject to tax rules that differ significantly from those discussed below.
---	---

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

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General

For purposes of this brief discussion, a “U.S. Holder” is a beneficial owner of our Class A ordinary shares that is, for U.S. federal income tax purposes:

●	an<br> individual who is a citizen or resident of the United States;
●	a<br> corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the United<br> States, any state thereof or the District of Columbia;
---	---
●	an<br> estate whose income is subject to U.S. federal income taxation regardless of its source; or
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●	a<br> trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons<br> for all substantial decisions or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a<br> U.S. person.
---	---

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our Class A ordinary shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding our Class A ordinary shares and their partners are urged to consult their tax advisors regarding an investment in our Class A ordinary shares.

PassiveForeign Investment Company (“PFIC”) Consequences

A non-U.S. corporation is considered a PFIC, as defined in Section 1297(a) of the US Internal Revenue Code, for any taxable year if either:

●	at<br> least 75% of its gross income for such taxable year is passive income; or
●	at<br> least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable<br> to assets that produce or are held for the production of passive income (the “asset test”).
---	---

Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock. In determining the value and composition of our assets for purposes of the PFIC asset test, (1) the cash we raised in our previous securities offerings will generally be considered to be held for the production of passive income and (2) the value of our assets must be determined based on the market value of our Class A ordinary shares from time to time, which could cause the value of our non-passive assets to be less than 50% of the value of all of our assets on any particular quarterly testing date for purposes of the asset test.

Based on our operations, current and projected income and assets, and the composition of our income and assets (taking into account the current and expected income generated from our investment products purchased from banks), we believe that we are not a PFIC for the current taxable year or the foreseeable future under the current PFIC rules. We must make a separate determination each year as to whether we are a PFIC, however, there can be no assurance with respect to our status as a PFIC for any future taxable years. Depending on our assets held for the production of passive income, it is possible that, for any subsequent taxable year, more than 50% of our assets may be assets held for the production of passive income. We will make this determination following the end of any particular tax year. Because the value of our assets for purposes of the asset test will generally be determined based on the market price of our Class A ordinary shares and because cash is generally considered to be an asset held for the production of passive income, our PFIC status will depend in large part on the market price of our Class A ordinary shares. Accordingly, fluctuations in the market price of the Class A ordinary shares may cause us to become a PFIC. In addition, the application of the PFIC rules is subject to uncertainty in several respects. We are under no obligation to take steps to reduce the risk of our being classified as a PFIC, and as stated above, the determination of the value of our assets will depend upon material facts (including the market price of our Class A ordinary shares from time to time) that may not be within our control. If we are a PFIC for any year during which you hold Class A ordinary shares, we will continue to be treated as a PFIC for all succeeding years during which you hold Class A ordinary shares. If we cease to be a PFIC and you did not previously make a timely “mark-to-market” election as described below, you may avoid some of the adverse effects of the PFIC regime by making a “purging election” (as described below) with respect to the Class A ordinary shares.

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If we are a PFIC for your taxable year(s) during which you hold Class A ordinary shares, you will be subject to special tax rules with respect to any “excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge) of the Class A ordinary shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the Class A ordinary shares will be treated as an excess distribution. Under these special tax rules:

●	the<br> excess distribution or gain will be allocated ratably over your holding period for the Class A ordinary shares;
●	the<br> amount allocated to your current taxable year, and any amount allocated to any of your taxable year(s) prior to the first taxable<br> year in which we were a PFIC, will be treated as ordinary income, and
---	---
●	the<br> amount allocated to each of your other taxable year(s) will be subject to the highest tax rate in effect for that year and the interest<br> charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.
---	---

The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the Class A ordinary shares cannot be treated as capital, even if you hold the Class A ordinary shares as capital assets.

A U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election under Section 1296 of the US Internal Revenue Code for such stock to elect out of the tax treatment discussed above. If you make a mark-to-market election for first taxable year which you hold (or are deemed to hold) Class A ordinary shares and for which we are determined to be a PFIC, you will include in your income each year an amount equal to the excess, if any, of the fair market value of the Class A ordinary shares as of the close of such taxable year over your adjusted basis in such Class A ordinary shares, which excess will be treated as ordinary income and not capital gain. You are allowed an ordinary loss for the excess, if any, of the adjusted basis of the Class A ordinary shares over their fair market value as of the close of the taxable year. Such ordinary loss, however, is allowable only to the extent of any net mark-to-market gains on the Class A ordinary shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the Class A ordinary shares, are treated as ordinary income. Ordinary loss treatment also applies to any loss realized on the actual sale or disposition of the Class A ordinary shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such Class A ordinary shares. Your basis in the Class A ordinary shares will be adjusted to reflect any such income or loss amounts. If you make a valid mark-to-market election, the tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us, except that the lower applicable capital gains rate for qualified dividend income discussed below under “— Taxation of Dividends and Other Distributions on our Class A ordinary shares” generally would not apply.

The mark-to-market election is available only for “marketable stock”, which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market (as defined in applicable U.S. Treasury regulations), including Nasdaq. If the Class A ordinary shares continue to be regularly traded on Nasdaq and if you are a holder of Class A ordinary shares, the mark-to-market election would be available to you were we to be or become a PFIC.

Alternatively, a U.S. Holder of stock in a PFIC may make a “qualified electing fund” election under Section 1295(b) of the US Internal Revenue Code with respect to such PFIC to elect out of the tax treatment discussed above. A U.S. Holder who makes a valid qualified electing fund election with respect to a PFIC will generally include in gross income for a taxable year such holder’s pro rata share of the corporation’s earnings and profits for the taxable year. The qualified electing fund election, however, is available only if such PFIC provides such U.S. Holder with certain information regarding its earnings and profits as required under applicable U.S. Treasury regulations. We do not currently prepare or provide the information that would enable you to make a qualified electing fund election. If you hold Class A ordinary shares in any taxable year in which we are a PFIC, you will be required to file U.S. Internal Revenue Service Form 8621 in each such year and provide certain annual information regarding such Class A ordinary shares, including regarding distributions received on the Class A ordinary shares and any gain realized on the disposition of the Class A ordinary shares.

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If you do not make a timely “mark-to-market” election (as described above), and if we were a PFIC at any time during the period you hold our Class A ordinary shares, then such Class A ordinary shares will continue to be treated as stock of a PFIC with respect to you even if we cease to be a PFIC in a future year, unless you make a “purging election” for the year we cease to be a PFIC. A “purging election” creates a deemed sale of such Class A ordinary shares at their fair market value on the last day of the last year in which we are treated as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, you will have a new basis (equal to the fair market value of the Class A ordinary shares on the last day of the last year in which we are treated as a PFIC) and holding period (which new holding period will begin the day after such last day) in your Class A ordinary shares for tax purposes.

IRC Section 1014(a) provides for a step-up in basis to the fair market value for our Class A ordinary shares when inherited from a decedent that was previously a holder of our Class A ordinary shares. However, if we are determined to be a PFIC and a decedent that was a U.S. Holder did not make either a timely qualified electing fund election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) our Class A ordinary shares, or a mark-to-market election and ownership of those Class A ordinary shares are inherited, a special provision in IRC Section 1291(e) provides that the new U.S. Holder’s basis should be reduced by an amount equal to the Section 1014 basis minus the decedent’s adjusted basis just before death. As such if we are determined to be a PFIC at any time prior to a decedent’s passing, the PFIC rules will cause any new U.S. Holder that inherits our Class A ordinary shares from a U.S. Holder to not get a step-up in basis under Section 1014 and instead will receive a carryover basis in those Class A ordinary shares.

You are urged to consult your tax advisors regarding the application of the PFIC rules to your investment in our Class A ordinary shares and the elections discussed above.

Taxationof Dividends and Other Distributions on our Class A Ordinary Shares

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

With respect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1) the Class A ordinary shares are readily tradable on an established securities market in the United States, or we are eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange of information program, (2) we are not a PFIC for either our taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. Because there is not income tax treaty between the United States and the Cayman Islands, clause (1) above can be satisfied only if the Class A ordinary shares are readily tradable on an established securities market in the United States. Under U.S. Internal Revenue Service authority, Class A ordinary shares are considered for purpose of clause (1) above to be readily tradable on an established securities market in the United States if they continue to be listed on certain exchanges, which presently include the NYSE and the Nasdaq Stock Market. We did not issue any dividends in the current taxable year. You are urged to consult your tax advisors regarding the availability of the lower rate for any dividends paid with respect to our Class A ordinary shares, including the effects of any change in law after the date of this annual report.

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

To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), it will be treated first as a tax-free return of your tax basis in your Class A ordinary shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not calculate our earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above. We did not issue any dividends in the current taxable year.

Taxationof Dispositions of Class A Ordinary Shares

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

InformationReporting and Backup Withholding

Dividend payments with respect to our Class A ordinary shares and proceeds from the sale, exchange or redemption of our Class A ordinary shares may be subject to information reporting to the U.S. Internal Revenue Service and possible U.S. backup withholding under Section 3406 of the US Internal Revenue Code with at a current flat rate of 24%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification on U.S. Internal Revenue Service Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on U.S. Internal Revenue Service Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

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

Under the Hiring Incentives to Restore Employment Act of 2010, certain U.S. Holders are required to report information relating to our Class A ordinary shares, subject to certain exceptions (including an exception for Class A ordinary shares held in accounts maintained by certain financial institutions), by attaching a complete Internal Revenue Service Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold Class A ordinary shares.

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F.Dividends and Paying Agents

Not applicable.

G.Statement by Experts

Not applicable.

H.Documents on Display

We are subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four months after the end of each fiscal year. The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing, among other things, the furnishing and content of proxy statements to shareholders. Section 8103 of the National Defense Authorization Act for Fiscal Year 2026, named the “Holding Foreign Insiders Accountable Act”, which was signed into law on December 18, 2025, requires directors and officers of foreign private issuers to make insider reports under Section 16(a) of the Exchange Act, effective March 18, 2026. Our principal shareholders continue to remain exempt from the reporting under Section 16(a) of the Exchange Act and our directors, officers and principal shareholders continue to remain exempt from the short-swing profit recovery provisions contained in Section 16(b) of the Exchange Act.

I.Subsidiary Information

Not applicable.

J.Annual Report to Security Holders

Not applicable.

Item11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ForeignExchange Risk

We derive a substantial portion of our revenue in US$ and Euro. Foreign exchange rate fluctuations may adversely affect our business and performance. Our sales are predominantly denominated in US$ and Euro while our costs are mostly denominated in RMB. The exchange rates between US$, Euro and RMB are subject to continuous movements affected by international political and economic conditions and changes in the PRC government’s economic and monetary policies. As we derive a substantial portion of our revenue in US$ and Euros while a substantial portion of our costs are denominated in RMB, appreciation of RMB against US$, which is our reporting currency, will therefore directly decrease our profit margin if the operating subsidiaries are unable to increase the selling prices of their products accordingly. If the operating subsidiaries increase the selling prices of their products as a result of the appreciation of the RMB against the relevant foreign currencies, there will be a loss of price advantage in the markets.

In addition, we are subject to translation risks as our consolidated financial statements are reported in US$ while the financial statements of some operating subsidiaries are prepared in RMB and Euros, the currency of the primary economies in which our operations are based. We recorded a currency translation gain of US$0.2 million, US$0.1 million and US$0.6 million for the years ended December 31, 2023, 2024 and 2025, respectively. Accordingly, we may incur currency translation losses or gains due to translation of functional currency into the presentation currency which may adversely affect our financial position.

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CreditRisk

Financial instruments that potentially subject us to significant concentration of credit risk consist primarily of cash and cash equivalent, restricted cash and accounts receivable. As of December 31, 2024 and 2025, the aggregate amounts of cash and cash equivalent and restricted cash of US$17.9 million and US$31.7 million, respectively, were held at major financial institutions located in the mainland China, and each bank account is insured by the government authority with the maximum limit of RMB500,000 (equivalent to $71,250). The aggregate amounts of cash and cash equivalent and restricted cash of US$28.0 million and US$22.3 million were deposited with major financial institutions located outside the mainland China as of December 31, 2024 and 2025, respectively. Management believes that these financial institutions are of high credit quality and continually monitors the credit worthiness of these financial institutions.

InflationRisk

Since inception, inflation in China has not materially affected our results of operations. According to the National Bureau of Statistics of China, the year-over-year percentile changes in the consumer price index for the years ended December 31, 2024 and 2025 was increases of 0.2% and 0.0%, respectively. Although we have not been materially affected by inflation in the past, we may be affected if China experiences higher rates of inflation in the future.

Item12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.Debt Securities

Not applicable.

B.Warrants and Rights

Not applicable.

C.Other Securities

Not applicable.

D.American Depositary Shares

Not applicable.

122

Part

Item13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

Item14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

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

Useof Proceeds

The following “Use of Proceeds” information relates to the registration statement on Form F-1 (File Number 333- 263602), as amended, which was declared effective by the SEC on January 24, 2024, for our initial public offering, which closed on January 29, 2024. We issued and sold an aggregate of 1,250,000 Class A ordinary shares, at a price of $4.00 per share with gross proceeds of $5.00 million. US Tiger Securities, Inc. was the underwriter of our initial public offering.

We incurred approximately $2,788,158 in expenses in connection with our initial public offering. None of the transaction expenses included payments to directors or officers of our company or their associates, persons owning more than 10% or more of our equity securities or our affiliates. None of the net proceeds we received from our initial public offering were paid, directly or indirectly, to any of our directors or officers or their associates, persons owning 10% or more of our equity securities or our affiliates.

Net proceeds raised from our initial public offering were approximately $1.81 million after deducting underwriting discounts and the offering expenses payable by us. For the period from the effectiveness of the registration statement on Form F-1 to the date of this annual report, we used approximately US$0.89 million for general corporate purposes. We intend to use the proceeds from our initial public offering for general corporate purposes and any other purposes as determined by our management from time to time.

Item15. CONTROLS AND PROCEDURES

DisclosureControls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our management has concluded that, due to the material weakness identified below, as of December 31, 2025, our disclosure controls and procedures were not effective in ensuring that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act was recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

123

Management’sAnnual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”) and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of our company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all potential misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As required by Section 404 of the Sarbanes-Oxley Act of 2002 and related rules as promulgated by the Securities and Exchange Commission, our management, including our chief executive officer and chief financial officer, assessed the effectiveness of internal control over financial reporting as of December 31, 2025 using the criteria set forth in the report “Internal Control—Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the management concluded that our internal control over financial reporting was ineffective as of December 31, 2025 because of the material weakness described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual consolidated financial statements will not be prevented or detected on a timely basis. The material weakness identified relate to our lack of sufficient financial reporting and accounting personnel with appropriate knowledge of accounting principles generally accepted in the United States of America (“U.S. GAAP”) and SEC reporting requirements to properly address complex U.S. GAAP accounting issues and to prepare and review our consolidated financial statements and related disclosures to fulfill U.S. GAAP and SEC financial reporting requirements.

In response to the material weaknesses identified, we are in the process of implementing a number of measures, which will include: (a) hiring financial reporting and accounting personnel with adequate experience of U.S. GAAP and SEC reporting and compliance requirements, and (b) continuing our efforts to set up the internal audit department, and enhance the effectiveness of the internal control system.

Notwithstanding the identified material weaknesses, management, including our chief executive officer and chief financial officer, believes the consolidated financial statements included in this annual report on Form 20-F present fairly, in all material respects, our financial condition, results of operations, and cash flows in conformity with U.S. GAAP.

We plan to adopt additional measures to improve our internal control over financial reporting, including, among others, creating U.S. GAAP accounting policies and procedures manual, which will be maintained, reviewed and updated, on a regular basis, to the latest U.S. GAAP accounting standards, and strengthening corporate governance.

However, we cannot assure you that we will remediate our material weaknesses in a timely manner. See “Item 3. Key Information—D. Risk Factors — Risks Relating to Our Business and Industry — If we fail to implement and maintain an effective system of internal controls or fail to remediate the material weaknesses in our internal control over financial reporting that have been identified, we may fail to meet our reporting obligations or be unable to accurately report our results of operations or prevent fraud, and investor confidence and the market price of our Ordinary Shares may be materially and adversely affected.”

AttestationReport of the Registered Public Accounting Firm

This annual report on Form 20-F does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC where domestic and foreign registrants that are non-accelerated filers, which we are, and “emerging growth companies,” which we also are, are not required to provide the auditor attestation report.

124

Changesin Internal Control over Financial Reporting

We are currently in the process of remediating the material weakness described above. In the fiscal year ending December 31, 2026, we will continue to implement additional measures to remediate it. Other than as described above, there were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report on Form 20-F that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item16. [RESERVED]

Item16A. AUDIT COMMITTEE FINANCIAL EXPERT

Mr. Tan Kwong Hun qualifies as an “audit committee financial expert” as defined in Item 16A of Form 20-F. Mr. Tan Kwong Hun satisfies the “independence” requirements of Section 5605(a)(2) of the Nasdaq Listing Rules as well as the independence requirements of Rule 10A-3 under the Exchange Act.

Item16B. CODE OF ETHICS

Item16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered and billed by HTL International, LLC and TPS Thayer LLC, our independent registered public accounting firms for the periods indicated.

HTLInternational, LLC

	For<br> the years ended December<br> 31,
	2024	2025
	(in in thousands)
Audit fees ^(1)^		$	300.00
Audit-related fees ^(2)^			10.60
Tax fees ^(3)^
All other fees
Total		$	310.60

All values are in US Dollars.

(1)	Audit<br> fees include the aggregate fees billed for each of the fiscal years for professional services rendered by our independent registered<br> public accounting firm for the audit of our annual financial statements or for the audits of our financial statements and review<br> of the interim financial statements.
(2)	Audit<br> related fees include the aggregate fees billed for related services by our principal accountant that are reasonably related to the<br> performance of the audit or review of our financial statements and are not reported under audit fees.
(3)	Tax<br> fees represent the aggregated fees billed for professional services rendered by our independent registered public accounting firm<br> for tax compliance, tax advice, and tax planning.

125

TPSThayer LLC

	For<br> the years ended December<br> 31,
	2024	2025
	(in in thousands)
Audit fees ^(1)^		$	0.00
Audit-related fees ^(2)^
Tax fees ^(3)^
All other fees
Total		$	0.00

All values are in US Dollars.

(1)	Audit<br> fees include the aggregate fees billed for each of the fiscal years for professional services rendered by our independent registered<br> public accounting firm for the audit of our annual financial statements or for the audits of our financial statements and review<br> of the interim financial statements.
(2)	Audit<br> related fees include the aggregate fees billed for related services by our principal accountant that are reasonably related to the<br> performance of the audit or review of our financial statements and are not reported under audit fees.
(3)	Tax<br> fees represent the aggregated fees billed for professional services rendered by our independent registered public accounting firm<br> for tax compliance, tax advice, and tax planning.

Item16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

Item16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None.

Item16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

There has been no change in independent accountants for our Company during the two most recent fiscal years or any subsequent interim period except as previously reported in our Form 6-K filed with the SEC on December 27, 2024. There have been no disagreements of the type required to be disclosed by Item 16F(b).

Item16G. CORPORATE GOVERNANCE

As a Cayman Islands company listed on the Nasdaq Capital Market, we are subject to the Nasdaq corporate governance listing standards. Nasdaq rules, however, permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards.

There are currently no significant differences between our corporate governance practices and those followed by U.S. domestic companies under Nasdaq Capital Market corporate governance listing standards.

Item16H. MINE SAFETY DISCLOSURE

Not applicable.

126

Item16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

Item16J. INSIDER TRADING POLICIES.

We have adopted insider trading policies governing the purchase, sale, and other dispositions of our securities by directors, senior management, and employees. A copy of the insider trading policies is filed as an exhibit to this annual report.

Item16K. CYBERSECURITY.

We believe that cybersecurity is important to our operations and we recognize the importance of timely and appropriately assessing, preventing, identifying and managing risks associated with cybersecurity threats. Such risks include, among other things, potential operational risks, financial risks, intellectual property theft, fraud, extortion, harm to employees and clients, violation of privacy and other litigation and legal risks, and reputational risks.

We do not have a dedicated board committee solely focused on cybersecurity, and our senior management team, including Mr. Shaofang Weng, our chief executive officer, and Mr. Quanmao Zhou, our chief financial officer, has oversight responsibility for risks and incidents relating to cybersecurity threats, including compliance with disclosure requirements, cooperation with law enforcement, and related effects on financial and other risks, and it reports any material findings and recommendations, as appropriate, to our board of directors for consideration.

To date, we have not encountered any cybersecurity incidents which have affected or are reasonably likely to affect us, and we have not implemented any specific policies with respect to monitoring and managing cybersecurity threats. However, we intend to adopt cybersecurity processes, technologies and controls to aid in our efforts to assess, prevent, identify and manage such risks. We cannot assure you that we will not encounter any material cybersecurity incidents in the future or that our business operations, financial position or results of operations will not be materially and adversely affected as a result. Since we do not currently implement a comprehensive cybersecurity risk management program, our efforts may not be adequate, and we may fail to accurately assess the severity of an incident, may not be sufficient to prevent or limit harm, or may fail to sufficiently remediate an incident in a timely fashion, any of which could harm our business, reputation, results of operations and financial condition.

127

Part

III

Item17. FINANCIAL STATEMENTS

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

Item18. FINANCIAL STATEMENTS

The consolidated financial statements of Planet Image International Limited and its subsidiaries are included at the end of this annual report.

Item19. EXHIBITS

EXHIBIT

INDEX

Exhibit No.	Description
1.1*	Amended<br> and Restated Memorandum and Articles of Association of Registrant
2.1	Specimen<br> Certificate for Class A Ordinary Shares (incorporated by reference to Exhibit 4.1 of our Registration Statement on Form F-1 (file<br> No. 333-263602), as amended, initially filed with the Securities and Exchange Commission on March 16, 2022)
2.2	Form<br> of Representative’s Warrants (incorporated by reference to Exhibit 4.2 of our Registration Statement on Form F-1 (file No.<br> 333-263602), as amended, initially filed with the Securities and Exchange Commission on March 16, 2022)
2.3*	Description<br> of Securities
4.1	Form<br> of Indemnification Agreement between the Registrant and each of its directors and executive officers (incorporated by reference to<br> Exhibit 10.1 of our Registration Statement on Form F-1 (file No. 333-263602), as amended, initially filed with the Securities and<br> Exchange Commission on March 16, 2022)
4.2	Form<br> of Employment Agreement between the Registrant and each of its executive officers (incorporated by reference to Exhibit 10.2 of our<br> Registration Statement on Form F-1 (file No. 333-263602), as amended, initially filed with the Securities and Exchange Commission<br> on March 16, 2022)
4.3	English<br> translation of Form of Procurement Agreement between Jiangxi Yibo and its suppliers (incorporated by reference to Exhibit 10.3 of<br> our Registration Statement on Form F-1 (file No. 333-263602), as amended, initially filed with the Securities and Exchange Commission<br> on March 16, 2022)
4.4	English<br> translation of Form of Sales Order between the Registrant’s Offshore Subsidiaries and its customers (incorporated by reference<br> to Exhibit 10.4 of our Registration Statement on Form F-1 (file No. 333-263602), as amended, initially filed with the Securities<br> and Exchange Commission on March 16, 2022)
4.5	Form<br> of Rebate Agreement between Aster US and its customers (incorporated by reference to Exhibit 10.5 of our Registration Statement on<br> Form F-1 (file No. 333-263602), as amended, initially filed with the Securities and Exchange Commission on March 16, 2022)
4.6	Form<br> of Product Sales and Purchase Order between Yantuo and Household Product Suppliers (incorporated by reference to Exhibit 4.6 of our<br> annual report on Form 20-F (File No. 001-41928) filed with the Securities and Exchange Commission on Mach 31, 2025)
4.7*	English<br> translation of Procurement Agreement with Hubei Dinglong Holdings Co., Ltd., dated January 1, 2026
4.8*	English<br> translation of Loan Agreement between Jiangxi Yibo and the Agricultural Bank of China dated January 1, 2026
4.9*	English<br> translation of Loan Agreement between Jiangxi Yibo and the Export Import Bank of China, dated September 8, 2025
4.10*	English<br> translation of Loan Agreement between Jiangxi Yibo and Bank of China, July 9, 2025
4.11*	English<br> translation of Loan Agreement between Jiangxi Yibo and Bank of China, July 21, 2025
4.12	English<br> Translation of Letter of Guarantee by Planet Image International Limited to Industrial and Commercial Bank of China, dated August<br> 1, 2025 (incorporated by reference to Exhibit 1.1 of our current report on Form 6-K (File No. 001-41928) filed with the Securities<br> and Exchange Commission on August 4, 2025)

128

4.13	English<br> Translation of Letter of Guarantee by Planet Image International Limited to Bank of China, dated March 11, 2025 (incorporated by<br> reference to Exhibit 1.2 of our current report on Form 6-K (File No. 001-41928) filed with the Securities and Exchange Commission<br> on March 12, 2025)
4.14*	English<br> translation of Loan Agreement between Jiangxi Yibo and Industrial and Commercial Bank of China Xinyu Branch, dated August 27, 2025
4.15*	English<br> translation of Procurement Agreement between Jiangxi Yibo and Zhongshan Yuanshi Micro Technology Co., Ltd., dated January 1, 2026
8.1*	List<br> of subsidiaries of the Registrant
11.1	Form<br> of Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 99.1 of our Registration Statement<br> on Form F-1 (file No. 333-263602), as amended, initially filed with the Securities and Exchange Commission on March 16, 2022)
11.2	Insider<br> Trading Policy of the Registrant (incorporated by reference to Exhibit 11.2 of our annual report on Form 20-F (File No. 001-41928)<br> filed with the Securities and Exchange Commission on Mach 31, 2025)
12.1*	Certification<br> of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2*	Certification<br> of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1**	Certification<br> of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2**	Certification<br> of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1*	Consent of JunHe LLP
15.2*	Consent<br> of HTL International, LLC
15.3*	Consent<br> of TPS Thayer, LLC
97.1	Compensation<br> Recovery Policy (incorporated by reference to Exhibit 97.1 of our annual report on Form 20-F (File No. 001-41928) filed with the<br> Securities and Exchange Commission on April 29, 2024)
101*	The<br> following financial statements from the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025, formatted<br> in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated<br> Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements,<br> tagged as blocks of text and including detailed tags
104*	Cover<br> Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*	Filed<br> with this annual report on Form 20-F
---	---
**	Furnished<br> with this annual report on Form 20-F

129

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.

	Planet Image International Limited
	By:	/s/<br> Shaofang Weng
		Shaofang<br> Weng
		Chief<br> Executive Officer and Director
Date:<br> March 31, 2026

130

PLANET

IMAGE INTERNATIONAL LIMITED

INDEX

TO CONSOLIDATED FINANCIAL STATEMENTS

	Page

| Report of Independent Registered Public Accounting Firm (PCAOB ID: 7000) | F-2 |

| Report of Independent Registered Public Accounting Firm (PCAOB ID: 6706) | F-3 |

| Consolidated Balance Sheets as of December 31, 2024 and 2025 | F-4 |

| Consolidated Statements of Operations and Comprehensive Income/(Loss) for the Years Ended December 31, 2023, 2024 and 2025 | F-5 |

| Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2023, 2024 and 2025 | F-6 |

| Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2024 and 2025 | F-7 |

| Notes to the Consolidated Financial Statements | F-8 – F-35 |

F-1

REPORT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Planet Image International Limited

Opinionon the Financial Statements

We have audited the accompanying consolidated balance sheets of Planet Image International Limited (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of income and comprehensive income/(loss), changes in shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its consolidated cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basisfor Opinion

These consolidated 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 audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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 audit, 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 audit 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 audit 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 audit provides a reasonable basis for our opinion.

/s/ HTL International, LLC

HTL International, LLC

We have served as the Company’s auditor since 2024

Houston, TX

March 31, 2026

F-2

REPORT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Planet Image International Limited

Opinionon the Financial Statements

We have audited the accompanying consolidated balance sheet of Planet Image International Limited (the “Company”) as of December 31, 2023, and the related consolidated statements of income and comprehensive income/(loss), changes in shareholders’ equity, and cash flows for the year ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2023, and the consolidated results of its operations and its consolidated cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basisfor Opinion

TPS Thayer, LLC

We have served as the Company’s auditor from 2022 to 2024

Sugar Land, TX

04/29/2024

F-3

PLANET

IMAGE INTERNATIONAL LIMITED

CONSOLIDATED

BALANCE SHEETS

(Amountin thousands of U.S. dollars, except for share and per share data)


		2025
Assets
Current<br> assets:
Cash<br> and cash equivalents	42,997	$	52,909
Restricted<br> cash	2,889		1,000
Short-term<br> investments	6,464		1,497
Accounts<br> receivable, net	31,640		50,643
Inventories,<br> net	20,616		14,550
Prepaid<br> expenses and other current assets	10,916		6,507
Total<br> current assets	115,522		127,106
Non-current<br> assets:
Property,<br> plant and equipment, net	8,200		7,859
Right-of-use<br> assets, net	3,228		8,560
Deferred<br> tax assets, net	1,528		-
Long-term<br> investments	10,293		10,545
Other<br> non-current assets	151		75
Total<br> non-current assets	23,400		27,039
TOTAL<br> ASSETS	138,922	$	154,145
Liabilities<br> and Shareholders’ Equity
Current<br> liabilities:
Short-term<br> borrowings	23,438	$	21,874
Current<br> portion of a long-term borrowing	-		143
Accounts<br> payable	26,058		27,234
Bank<br> acceptance notes payable	13,753		15,067
Amounts<br> due to related parties – current	155		55
Accrued<br> expenses and other current liabilities	13,239		11,678
Derivative<br> liabilities	26		-
Operating<br> lease liabilities – current	1,027		2,033
Taxes<br> payable	2,168		2,630
Total<br> current liabilities	79,864		80,714
Non-current<br> liabilities:
Operating<br> lease liabilities – non-current	2,172		6,943
Deferred<br> tax liabilities, net	-		248
Long-term<br> borrowings	-		8,336
Total<br> non–current liabilities	2,172		15,527
TOTAL<br> LIABILITIES	82,036	$	96,241
Shareholders’<br> equity
Preferred shares (par value of HK0.0001 per share; 800,000,000 preferred shares authorized, nil preferred shares issued and outstanding as of December 31, 2024 and 2025, respectively)*	-		-
Class A ordinary shares (par value of HK0.0001 per share; 2,000,000,000 Class A ordinary shares authorized, 27,565,800 and 32,918,421 Class A ordinary shares issued and outstanding as of December 31, 2024 and 2025, respectively)*	1		1
Class B ordinary shares (par value of HK0.0001 per share; 1,000,000,000 Class B ordinary shares authorized, 26,315,800 Class B ordinary shares issued and outstanding as of December 31, 2024 and 2025, respectively)*	1		1
Additional<br> paid-in capital	17,405		26,050
Statutory<br> reserve	3,193		3,193
Retained<br> earnings	33,138		24,886
Accumulated<br> other comprehensive income	3,148		3,773
Total<br> shareholders’ equity	56,886		57,904
TOTAL<br> LIABILITIES AND SHAREHOLDERS’ EQUITY	138,922	$	154,145

All values are in US Dollars.

*	The value of Class A and Class B ordinary shares are rounded, with a difference no more than $0.4 from the absolute amount.

The

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

F-4

PLANET

IMAGE INTERNATIONAL LIMITED

CONSOLIDATED

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)

(Amountin thousands of U.S. dollars, except for share and per share data)

	For<br> the years ended December 31,
	2023			2024			2025
Net<br> revenues	$	150,222		$	149,828		$	155,248
Cost<br> of revenues		(91,251	)		(97,542	)		(109,564	)
Gross<br> profit		58,971			52,286			45,684
Operating<br> expenses:
Selling<br> expenses		(30,566	)		(30,845	)		(35,044	)
General<br> and administrative expenses		(9,042	)		(8,324	)		(12,163	)
Research<br> and development expenses		(6,636	)		(6,221	)		(9,819	)
Total<br> operating expenses		(46,244	)		(45,390	)		(57,026	)
Income/(loss)<br> from operations		12,727			6,896			(11,342	)
Other<br> (expenses)/income:
Other<br> non-operating income, net		819			2,046			2,515
Gain<br> from disposal of subsidiaries		-			-			734
Government<br> subsidy		505			901			496
Fair<br> value loss on derivative instruments		(5,109	)		(799	)		(14	)
Foreign<br> exchange gain/(loss)		212			(1,341	)		1,253
Interest<br> (expense)/income, net		(540	)		(175	)		279
Total<br> other (expenses)/income, net		(4,113	)		632			5,263
Income/(loss)<br> before income tax expense		8,614			7,528			(6,079	)
Income<br> tax expense		(840	)		(414	)		(2,173	)
Net<br> income/(loss)		7,774			7,114			(8,252	)
Other<br> comprehensive income/(loss)
Foreign<br> currency translation adjustment		274			88			625
Total<br> comprehensive income/(loss)	$	8,048		$	7,202		$	(7,627	)
Net<br> income/(loss) per share
Basic<br> and Diluted		0.18			0.13			(0.14	)
Weighted<br> average shares
Basic<br> and Diluted		42,105,300			52,900,242			56,975,855

The

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

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CONSOLIDATED

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Amountin thousands of U.S. dollars, except for share and per share data)

	Class<br> A <br> Ordinary shares*				Class<br> B <br> Ordinary shares*				Additional<br> paid-in			Statutory		Retained			Accumulated<br> other comprehensive		Total shareholders’
	Share		Amount		Share		Amount		capital			reserve		earnings			income		equity
Balance<br> as of December 31, 2023		15,790	$	-		26,316	$	1	$	833		$	3,193	$	26,024		$	3,060	$	33,111
Net<br> income		-		-		-		-		-			-		7,114			-		7,114
Issuance of new<br> shares		1,250		-		-		-		4,305			-		-			-		4,305
Transfer<br> of Mezzanine equity		10,526		1		-		-		14,103			-		-			-		14,104
Offering<br> cost incurred for initial public offering		-		-		-		-		(1,836	)		-		-			-		(1,836	)
Foreign<br> currency translation adjustment		-		-		-		-		-			-		-			88		88
Balance<br> as of December 31, 2024		27,566	$	1		26,316	$	1	$	17,405		$	3,193	$	33,138		$	3,148	$	56,886
Net<br> loss		-		-		-		-		-			-		(8,252	)		-		(8,252	)
Share-based<br> compensation		5,353		-		-		-		8,645			-		-			-		8,645
Foreign<br> currency translation adjustment		-		-		-		-		-			-		-			625		625
Balance<br> as of December 31, 2025		32,919	$	1		26,316	$	1	$	26,050		$	3,193	$	24,886		$	3,773	$	57,904

*	The value of Class A and Class B ordinary shares are presented in thousands and are rounded, with a difference no more than $0.4 from the absolute amount.

The

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

F-6

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CONSOLIDATED

STATEMENTS OF CASH FLOWS

(Amountin thousands of U.S. dollars, except for share and per share data)

	For<br> the years ended December 31,
	2023			2024			2025
CASH<br> FLOWS FROM OPERATING ACTIVITIES:
Net<br> income/(loss)	$	7,774		$	7,114		$	(8,252	)
Adjustments<br> to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
Change<br> in allowance for credit losses		(13	)		120			613
Provision<br> for inventory reserve		675			548			415
Depreciation<br> and amortization		1,285			1,092			1,418
Amortization<br> of right-of-use assets		1,249			1,290			2,047
Loss<br> from the disposal of property and equipment		195			171			4
Gain<br> from the disposal of subsidiaries		-			-			(734	)
Unrealized<br> exchange loss/(gain)		-			660			(797	)
Share-based<br> compensation		-			-			8,645
Fair<br> value loss/(gain) on derivative instruments		547			(2,233	)		(26	)
Deferred<br> income tax (benefits)/expense		(246	)		(492	)		1,776
Changes<br> in operating assets and liabilities
Accounts<br> receivable		(6,386	)		(1,025	)		(17,408	)
Inventories		2,826			(3,584	)		5,477
Prepaid<br> expenses and other current assets		1,581			(6,632	)		4,091
Other<br> non-current assets		93			108			75
Accounts<br> payable		5,233			3,022			1,016
Notes<br> payable		1,417			473			1,318
Amount<br> due to related parties		260			(105	)		(100	)
Accrued<br> expenses and other current liabilities		1,558			(1,542	)		(1,176	)
Operating<br> lease liabilities		(1,219	)		(1,427	)		(1,288	)
Taxes<br> payable		1,066			296			442
Net<br> cash provided by/(used in) operating activities		17,895			(2,146	)		(2,444	)
CASH<br> FLOWS FROM INVESTING ACTIVITIES:
Payments<br> for acquisition of property, plant and equipment		(995	)		(1,128	)		(825	)
Purchase<br> of short-term investments		-			(6,464	)		(1,400	)
Net<br> cash outflow from disposal of subsidiaries		-			-			(414	)
Proceeds<br> from sales of short-term investments		-			-			6,506
Purchase<br> of long-term investments		-			(10,293	)		-
Proceeds<br> from disposal of property, plant and equipment		8			2			7
Net<br> cash (used in)/provided by investing activities		(987	)		(17,883	)		3,874
CASH<br> FLOWS FROM FINANCING ACTIVITIES:
Proceeds<br> from bank loans		31,991			30,721			40,399
Repayments<br> of bank loans		(36,241	)		(33,132	)		(34,058	)
Contribution<br> from controlling shareholder		-			4,305			-
Payments<br> of offering costs		(479	)		(417	)		-
Net<br> cash (used in)/provided by financing activities		(4,729	)		1,477			6,341
Effect<br> of exchange rate changes		(711	)		272			252
Net<br> increase/(decrease) in cash and cash equivalents and restricted cash		11,468			(18,280	)		8,023
Cash<br> and cash equivalents and restricted cash, at beginning of year		52,698			64,166			45,886
Cash<br> and cash equivalents and restricted cash, at end of year	$	64,166		$	45,886		$	53,909
The<br> following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Consolidated Balance<br> Sheets that sum to the same amounts shown in the Consolidated Statements of Cash Flows:
Cash<br> and cash equivalents	$	45,126		$	42,997		$	52,909
Restricted<br> cash		19,040			2,889			1,000
Total<br> cash and cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows	$	64,166		$	45,886		$	53,909
SUPPLEMENTAL<br> DISCLOSURE OF CASH FLOW INFORMATION:
Cash<br> paid for income tax	$	120		$	553		$	197
Cash<br> paid for interest	$	1,273		$	1,001		$	1,068
SUPPLEMENTAL<br> DISCLOSURE OF NON-CASH FLOW INFORMATION:
Obtaining<br> right-of-use assets in exchange for operating lease liabilities	$	105		$	2,686		$	7,066
Acquisition<br> of property and equipment included in accounts payable		-			-			46

The

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

F-7

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IMAGE INTERNATIONAL LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES

(a)	Principal activities

Planet Image International Limited (“Planet Image” or the “Company”) was incorporated in the Cayman Islands on August 5, 2019 under the Cayman Islands Companies Act. The Company, through its consolidated subsidiaries (collectively, the “Group”), is principally engaged in the manufacturing and sale of compatible toner cartridges with its manufacturing facilities based in the People’s Republic of China (the “PRC” or “China”). The majority of the Company’s products are sold in the United States of America (the “U.S.”) and Europe, including on an original design manufacturer (“ODM”) basis and throughout distributors or online sales (prior to the disposal of the Disposed Subsidiaries (as defined below) on December 31, 2025; see Note 3).

(b)	Organization

Planet Image was incorporated as an ultimate holding company in the Cayman Islands on August 5, 2019.

Planet Image owns 100% equity interest of Aster Graphics Company Limited (“Aster BVI”), Aster Industrial Limited (“Aster Industrial”) and Lucky Knot Limited (“Lucky Knot”), all established as investment holding companies in the British Virgin Islands (the “BVI”).

Aster Graphics Company Limited (“Aster HK”), a wholly-owned subsidiary of Aster Industrial, and Aster Online Company Limited (“Aster Online”), a wholly-owned subsidiary of Lucky Knot, were both incorporated under the laws of the Special Administrative Region of Hong Kong (“Hong Kong”), while Aster Graphics, Inc. (“Aster US”), a company incorporated in the State of California in March 2011 and Aster Technology Holland B.V. (“Aster NL”), a company incorporated in the Netherlands in July 2011, were both 100% owned by Aster BVI.

Jiangxi Yibo E-Tech Co., Ltd. (“Jiangxi Yibo”) was established under the laws of the PRC in January 2011 and along with its subsidiaries, are the Group’s main operating entities in China.

Prior to the Reorganization (as defined below) described below, Jiangxi Yibo was controlled by several individual shareholders. A reorganization of the Company’s legal structure (“Reorganization”) was completed in March 2020. The Reorganization involved the following major events:

●	Formation<br> of Planet Image, Aster BVI, Aster Industrial, Lucky Knot, Aster HK and Aster Online;

●

Transfer of 95% equity interests of Jiangxi Yibo from several of its former shareholders to Aster HK and 5% equity interests of Jiangxi Yibo from a former shareholder to Aster Online and then to Aster HK, and as a result, Jiangxi Yibo became a wholly-owned subsidiary of Aster HK; meanwhile the total consideration of $15,083 (RMB100,000) that received by the former shareholders of Jiangxi Yibo was not injected to the Company during the Reorganization and was deemed as a return of capital that led to their dilutive proportion of shareholding in the Company;

●	Transfer of 100% equity interests of Aster US and Aster NL to Aster BVI, and as a result Aster US and Aster NL became wholly-owned subsidiaries of Aster BVI; and

●	Transfer of 100% equity interests of Aster Supplies GmbH (“Aster Germany”), Aster Technology Italia S.R.L. (“Aster Italy”) and Aster Technology France (“Aster France”) to Aster NL, and as a result Aster Germany, Aster Italy and Aster France became wholly-owned subsidiaries of Aster NL.

F-8

PLANET

IMAGE INTERNATIONAL LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES (cont.)
(b)	Organization (cont.)
---	---

Upon the completion of the above Reorganization, Planet Image became the ultimate holding company of the Group. The Company is effectively controlled by the same group of shareholders before and after the Reorganization and therefore the Reorganization is considered as a recapitalization of these entities under common control.

The details of the Company’s major subsidiaries as of December 31, 2025 are as follows. All subsidiaries of the Company are all wholly-owned by the Company through equity investment.

Major Subsidiaries	Date of incorporation	Place of<br> <br>incorporation	Percentage<br> <br>of direct<br> <br>ownership			Principal activities

| Aster BVI | February 25, 2011 | BVI | | 100 | % | Investment holding |

| Lucky Knot Limited | July 18, 2019 | BVI | | 100 | % | Investment holding |

| Aster Industrial Limited | August 8, 2019 | BVI | | 100 | % | Investment holding |

| Aster Graphics, Inc. (“Aster U.S.”) | March 1, 2011 | U.S. | | 100 | % | Sales of compatible toner cartridges in the U.S. |

| Jiangxi Yibo | January 12, 2011 | PRC | | 100 | % | Manufacture of compatible toner cartridges in the PRC |

| Aster Italy | May 7, 2018 | Italy | | 100 | % | Sales of compatible toner cartridges in Europe |

| Jiangxi Leibotai Electronic Technology Co., Ltd. (“Jiangxi Leibotai”) | June 26, 2012 | PRC | | 100 | % | Provision of procurement services in the PRC |

| Yantuo (Guangdong) Technology Co., Ltd. (“Yantuo”)^(1)^ | April 8, 2013 | PRC | | 100 | % | Provision of sales management services in the PRC |

| Planet Image International Electronic Technology Shenzhen Co., Ltd. (formerly known as Shenzhen Dinghong Shengda E-commerce Co., Ltd.) | February 28, 2020 | PRC | | 100 | % | Provision of sales management services in the PRC |

(1)	Aster UK is a directly wholly-owned subsidiary of Yantuo through equity investment.

F-9

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IMAGE INTERNATIONAL LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)	Basis of presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

(b)	Principles of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

(c)	Use of estimates

The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported periods in the consolidated financial statements and accompanying notes. Significant accounting estimates include, but not limited to, allowance for credit loss, impairment provision for inventories, useful lives and impairment of long-lived assets, determination of the fair value of derivative instruments and derivative liability arising from foreign exchange forward contracts, accounting for deferred income taxes and valuation allowance for deferred tax assets and liabilities. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements.

(d)	Foreign currencies and foreign currency translation

The functional and reporting currency of the Company is the United States Dollar (“US$”). The Company’s operating subsidiaries in China, Europe and the United States use their respective currencies, Renminbi (“RMB”), Pound (“GBP”), Euro (“EUR”) and US$, as their functional currencies.

The financial statements of Planet Image and its subsidiaries, other than subsidiaries with functional currency of US$, are translated into US$ using the exchange rate as of the balance sheet date for assets and liabilities and average exchange rate for the year for income and expense items. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution.

Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income included in consolidated statements of changes in shareholders’ equity. Gains and losses from foreign currency transactions are included in the Company’s consolidated statements of operations and comprehensive income/(loss).

F-10

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IMAGE INTERNATIONAL LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(d)	Foreign currencies and foreign currency translation (cont.)
---	---

The following table outlines the currency exchange rates that were used in preparing the consolidated financial statements:



Period end RMB: exchange<br> rate	US1=RMB7.1891	US$1=RMB7.0175
Period end : exchange rate	US1=0.9615	US$1=EUR0.8547
Period end : exchange rate	US1=0.7937	US$1=GBP0.7463

All values are in US Dollars.



Average RMB: exchange<br> rate	US1=RMB7.0472	US1=RMB7.1124	US$1=RMB7.1429
Average : exchange rate	US1=0.9231	US1=0.9234	US$1=EUR0.8872
Average : exchange rate	US1=0.8021	US1=0.7815	US$1=GBP0.7580

All values are in US Dollars.

(e)	Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand, cash in bank, and fixed deposits with original maturities of less than three months. The Group maintains cash with various financial institutions primarily in China. All highly liquid investments with a stated maturity or lock-up period of three months or less from the date of purchase are classified as cash equivalents. As of December 31, 2024 and 2025, balances of cash and cash equivalents were $42,997 and $52,909, respectively. The Group has not experienced any losses in bank accounts and believes it is not exposed to any risks on its cash in bank accounts.

(f)	Restricted Cash

Restricted cash mainly represents security deposits held in bank accounts for bank acceptance notes and forward foreign currency exchange settlement, cash pledged as collateral for bank borrowings. Restricted cash is classified as current since all restrictions are within twelve months.

(g)	Investments

Investments consist primarily of short-term investments in fixed deposits between three months and one year, and long-term investments in fixed deposits over one year. The Group classifies the financial products as held-to-maturity securities. Investments in fixed deposits are measured at amortized cost, which is classified as held-to-maturity debt investments in accordance with ASC topic 310 (“ASC 310”), Receivables.

(h)	Accounts Receivable, net

Accounts receivables are recognized in the period when the Group has sold products to its customers and when its right to consideration is unconditional. The Group adopted Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement on Credit Losses on Financial Instruments”, including certain subsequent amendments, transitional guidance and other interpretive guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, ASU 2020-02 and ASU 2020-03 (collectively, including ASU 2016-13, “ASC 326”) on January 1, 2023 using the modified retrospective transition approach. ASC 326 introduces an approach based on expected losses to estimate the allowance for credit losses, which replaces the previous incurred loss impairment model. The adoption of the new standard did not have a material effect on the Group’s consolidated financial statements.

Account receivables are stated net of provision of credit losses. The Group has developed a current expected credit loss (“CECL”) model based on historical experience, the age of the accounts receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. The Group considers historical collection rates, current financial status, macroeconomic factors, and other industry-specific factors when evaluating for current expected credit losses.

F-11

PLANET

IMAGE INTERNATIONAL LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(i)	Inventories, net

Inventories, primarily consisting of raw materials, goods in transit, work in progress and finished goods, are stated at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. Cost of inventory is determined by using the weighted average cost method. The Group writes down the cost of obsolete and slow-moving inventories to the estimated net realizable value, based on inventory obsolescence trends, historical experience, forecasted consumer demand and application of the specific identification method. As of December 31, 2024 and 2025, $1,165 and $1,043 were written down from the cost of inventories to their net realizable values, respectively.

(j)	Derivative instruments

The Group’s derivative instruments consist of foreign currency forward contracts that the Group enters into as firm commitments to exchange a specific number of foreign currencies for RMB at a predetermined exchange rate on a specified future date without initial investment but a deposit required. This instrument is used to manage the volatility of changes in exchange rates. Management considered that the foreign currency forward contract does not meet the criteria for designated hedging instruments and hedged transactions to qualify for cash flow hedge or fair value hedge accounting. The foreign currency forward contracts therefore are accounted for as derivative instruments, with fair value changes reported as fair value change of derivative instruments in the consolidated statements of operations and comprehensive income/(loss).

(k)	Property, plant and equipment, net

Property, plant and equipment are stated at cost less accumulated depreciation and impairment, if any, and depreciated on a straight-line basis over the estimated useful lives of the assets as follows:

Category	Estimated useful lives

| Land use right | 43 years |

| Buildings | 20 years |

| Leasehold improvements | Lesser of useful life and lease term |

| Machinery and electronic equipment | 1 – 10 years |

| Office equipment, furniture and fixtures | 1 – 5 years |

| Automobile | 3 – 10 years |

Direct costs that are related to the construction of property, plant and equipment and incurred in connection with bringing the assets to their intended use are capitalized as construction in progress. Construction in progress is transferred to specific property, plant and equipment items and the depreciation of these assets commences when the assets are ready for their intended use.

Repair and maintenance costs are charged to expenses as incurred, whereas the cost of renewals and betterment that extends the useful lives of property, plant and equipment are capitalized as additions to the related assets.

Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the consolidated statements of operations and comprehensive income/(loss) in other income or expenses.

The land is carried at cost less accumulated amortization and any recorded impairment. Under the PRC law, all land in the PRC is owned by the government and cannot be sold to an individual or company. The government grants individuals and companies the right to use parcels of land for specified periods of time. Land is amortized using the straight-line approach over the estimated economic useful lives of the asset.

F-12

PLANET

IMAGE INTERNATIONAL LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(l)	Impairment of long-lived assets

The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by first grouping its long-lived assets with other assets and liabilities at the lowest level for which identifiable cash flows was largely independent of the cash flows of other assets and liabilities (the asset group), and secondly comparing the carrying value of the asset group to the estimated undiscounted future cash flows expected to result from the use of the asset group and its eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the asset group, the Group would recognize an impairment loss, which is the excess of carrying amount over the fair value of the asset group, using the expected future discounted cash flows. No impairments of long-lived assets were recognized as of December 31, 2024 and 2025.

(m)	Redeemable ordinary shares

The Company accounts for ordinary shares subject to possible redemption in accordance with ASC 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to conditional redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the control of the Company is classified as mezzanine equity. The Company evaluates the probability of these redeemable ordinary shares becoming redeemable at each reporting date. If it is probable that the redeemable ordinary shares will become redeemable, the Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the instrument to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares shall be affected by charges against retained earnings. Accordingly, if the ordinary shares are not currently redeemable and it is not probable that the ordinary shares will become redeemable, subsequent adjustment of the amount presented in temporary equity is unnecessary.

(n)	Bank acceptance notes payable

Bank acceptance notes payable consist of short-term bank acceptance notes payable provided by the Group to its suppliers and vendors. These short-term bank notes can be endorsed and assigned to suppliers as payments for purchases. These bank notes payables are generally payable within six months. These short-term notes payable are guaranteed by the bank for their full face value. In addition, the banks usually require the Group to deposit a certain amount of fund at the bank as a guaranteed deposit, which is classified on the consolidated balance sheets as restricted cash.

(o)	Fair value measurement

The Company applies ASC 820, Fair Value Measurements and Disclosures, (“ASC 820’’). ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 requires disclosures to be provided on fair value measurement.

ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

●	Level<br> 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
●	Level<br> 2 — Include other inputs that are directly or indirectly observable in the marketplace.
---	---
●	Level<br> 3 — Unobservable inputs which are supported by little or no market activity.
---	---

ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.

F-13

PLANET

IMAGE INTERNATIONAL LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(o)	Fair value measurement (cont.)

Financial assets and liabilities of the Group primarily consisted of cash and cash equivalents, restricted cash, accounts receivable, other receivables and derivative instruments, short-term borrowings, accounts payable, bank acceptance notes payable, other payables included in accrued expenses and other current liabilities. As of December 31, 2024 and 2025, the carrying amounts of financial instruments, except for derivative instruments, approximated to their fair values due to the short-term maturity of these instruments.

Financial assets and liabilities that are measured at fair value on a recurring basis consist of derivative instruments, which are comprised of foreign exchange forward contracts. Such derivate instruments are classified within Level II of the fair value hierarchy because they are floating income products linked to currency exchange rate. These instruments are not valued using quoted market prices, but can be valued based on other observable inputs, such as currency rates. As of December 31, 2024 and 2025, the fair value of derivative liabilities, classified within Level II, were $26 and nil, respectively.

The Group’s non-financial assets, such as property and equipment and land-use-right, would be measured at fair value only if they were determined to be impaired.

(p)	Commitments and contingencies

In the normal course of business, the Group is subject to commitments and contingencies, including operating lease commitments and legal proceedings. The Group recognizes a liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Group may consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances of each matter.

(q)	Revenue recognition

The Company adopted ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) on January 1, 2019 and the Company’s revenue recognition policies are presented as below.

The Group’s revenues are mainly generated from the sales of compatible toner cartridges through offline and online channels. The Group provides products: (i) to offline overseas customers who own their brands on an ODM basis; (ii) to offline overseas dealers who primarily sell its self-branded products and white-label products to end consumers; and (iii) directly to customers on a retail basis under its self-owned brands through online retail platforms. There is no major difference in terms of product capability between the Company’s ODM products, white-label products, and self-own brand products, and the main difference lies in product packaging and pricing.

The Group usually enters into sales orders with customers or receives online sales orders during the period the Group operated the online retail channel prior to December 31, 2025, in which the Group identifies the only performance obligation is to transfer the promised products stated in the sales order. The Group performs shipping services before the products are delivered at the place designated by customers. Shipping service is determined as an activity to fulfill the Group’s promise to transfer the products, rather than another distinct performance obligation as it is performed before the customers obtain control of the products. In the normal course of business, the Group’s warranties are limited to product specifications, and the Company does not accept product returns unless the item is defective as manufactured. Accordingly, warranty costs are treated as a cost of fulfillment subject to accrual, rather than a performance obligation. The Company establishes provisions for both estimated returns and warranties when revenues are recognized.

Revenues represent the amount of consideration that the Group is entitled to, including products settlement price, net of value-added tax (“VAT”), surcharges, discounts and returns, if any. The transaction price is variable as adjusted by return allowances, rebates, which the Group estimates by using the expected value method and updates to represent faithfully the circumstances present at the end of the reporting period and the changes in circumstances during the reporting period. The Group considers itself a principal as it self-produces all the products. The Group recognizes revenue from the sales of compatible toner cartridges at a point in time when the control of products is transferred to the customers upon customers’ acceptance on a gross basis. Payment is usually required within four months after the issuance of invoice for offline customers and the consideration of online orders is collected in advance of shipment by online platform. Therefore, it is probable that the Group will collect substantially all of the consideration without existence of any significant financing component.

Disaggregation of Revenues

The Group disaggregates its revenues from contracts by sales channel and region, as the Group believes it best depicts how the nature, amount, timing and uncertainty of the revenues and cash flows are affected by economic factors. The Group’s disaggregation of revenues for the years ended December 31, 2023, 2024 and 2025 are disclosed in Note 17 of these consolidated financial statements.

F-14

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IMAGE INTERNATIONAL LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(q)	Revenue recognition (cont.)
---	---

Contract Balances

When either party to a revenue contract has performed, the Group presents the contract in the consolidated balance sheet as a contract asset or a contract liability, depending on the relationship between the Group’s performance and the customer’s payment. The Group merely incurs cost to obtain a contract with a customer. The Group presents any unconditional rights to consideration separately as a receivable. The Group does not have any contract assets. The balance of accounts receivable, net of allowance for credit loss were $31,640 and $50,643 as of December 31, 2024 and 2025, respectively.

The Group presents the consideration that a customer pays before the Group transfers products to the customer as a contract liability (advance from customers) when the payment is made. Advance from customers is the Group’s obligation to transfer products to a customer for which the Group has received consideration from the customer. As of December 31, 2024 and 2025, the balance of advance from customers amounted to $486 and $524, respectively.

(r)	Cost of revenues

Cost of revenues consist primarily of (i) cost of materials (ii) labor costs, (iii) depreciation and amortization, (iv) freight charged by third-party transportation company, (v) tariff imposed to the Group’s products sold in the U.S., and (vi) warehousing and logistic fee charged by online selling platforms and other costs related to the business operation. Depreciation and amortization of manufacturing facilities and warehouses attributable to manufacturing activities is capitalized as part of the cost of inventory, and expensed in costs of revenues when the inventory is sold.

(s)	Selling expenses

Selling expenses mainly consist of (i) commission charged by online selling platform, (ii) staff costs, rental and depreciation related to selling and marketing functions, (iii) freight charges from warehouses to customers, and (iv) advertising and marketing expenses for promotion. Selling expenses are recognized as incurred. For the years ended December 31, 2023, 2024 and 2025, the advertising and marketing expenses were $2,196, $2,030 and $1,864, respectively. For the years ended December 31, 2023, 2024 and 2025, the freight charges were $5,279, $6,231 and $8,156, respectively.

(t)	Contract cost

Certain costs to fulfil contracts are capitalized when such costs (i) relate directly to the contract, (ii) generate or enhance resources of the Group that will be used in satisfying the performance obligation in the future, and (iii) are expected to be recovered. Contract costs are amortized on the basis consistent with the pattern of the transfer of services to which the costs relate.

(u)	General and administrative expenses

General and administrative expenses mainly consist of (i) staff costs, rental and depreciation related to general and administrative personnel, (ii) professional service fees; and (iii) other corporate expenses.

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NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(v)	Research and development expenses

Research and development expenses mainly consist of (i) cost of materials used for experiment, and (ii) staff costs and other daily expenses related to the Group’s research and development activities.

(w)	Government subsidy

Government subsidy is recognized when there is reasonable assurance that the Group will comply with the conditions attached to it and the grant will be received. Government grant for the purpose of giving immediate financial support to the Group with no future related costs or obligation is recognized in the Group’s consolidated statements of operations and comprehensive income/(loss) when the grant is received.

(x)	Foreign exchange loss, net

Foreign exchange loss, net mainly represents the exchange gain or loss caused by the changes in the relative currency exchange between US$, EUR, Hong Kong Dollar (“HKD”), RMB and Great Britain Pound (“GBP”).

(y)	Employee benefits

According to the regulations of the PRC, full-time eligible employees of the Group in the PRC are entitled to various government statutory employee benefit plans, including medical insurance, maternity insurance, workplace injury insurance, unemployment insurance and pension benefits through a PRC government-mandated employee benefit plan. The Group is required to make contributions to the plan and accrues for these benefits based on certain percentages of the qualified employees’ salaries. The Group has no further commitments beyond its monthly contribution. Employee social benefits included as expenses in the accompanying consolidated statements of operations and comprehensive income/(loss) amounted to $1,317, $1,117 and $1,264 for the years ended December 31, 2023, 2024 and 2025, respectively. As of December 31, 2024 and 2025, the outstanding social insurance plan contributions payable were $95 and $97, respectively.

(z)	Leases

On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Lease (FASB ASC Topic 842). The adoption of Topic 842 resulted in the presentation of operating lease right-of-use (“ROU”) assets and operating lease liabilities on the consolidated balance sheet. See Note 11 for additional information.

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange of a consideration. To assess whether a contract is or contains a lease, the Group assesses whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all the economic benefits from the use of the asset and whether it has the right to control the use of the asset.

The right-of-use assets and related lease liabilities are recognized at the lease commencement date. The Group recognizes operating lease expenses on a straight-line basis over the lease term.

Operatinglease right-of-use of assets

The right-of-use of assets is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and less any lease incentive received.

Operatinglease liabilities

Lease liability is initially measured at the present value of the outstanding lease payments at the commencement date, discounted using the Group’s incremental borrowing rate based on the information available such as loan prime rate published by the Bank of China. Lease payments included in the measurement of the lease liability comprise fixed lease payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee and any exercise price under a purchase option that the Group is reasonably certain to exercise.

Lease liability is measured at amortized cost using the effective interest rate method. It is re-measured when there is a change in future lease payments, if there is a change in the estimate of the amount expected to be payable under a residual value guarantee, or if there is any change in the Group assessment of option purchases, contract extensions or termination options.

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NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(aa)	Income taxes

The Group accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. The Group believes there were no uncertain tax positions as of December 31, 2024 and 2025, respectively.

The Company’s affiliated entities in the PRC are subject to examination by the relevant tax authorities. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more than $14 (RMB100). In the case of transfer pricing issues, the statute of limitation is 10 years. There is no statute of limitation in the case of tax evasion. Operation results of the Company’s affiliated entities in the PRC for the years ended December 31, 2023, 2024 and 2025 remain open for statutory examination by PRC tax authorities.

(bb)	Value added tax (“VAT”)

The Group is subject to VAT and related surcharges on revenues generated from sales of products. The Group records revenues net of VAT. Entities that are VAT general taxpayers are allowed to offset qualified input VAT, paid to suppliers against their output VAT liabilities.

The PRC VAT rate was 13% for taxpayers selling consumer products for the years ended December 31, 2023, 2024 and 2025. The primary applicable rate of Europe Union (“EU”) VAT was 19% for the years ended December 31, 2023, 2024 and 2025.

(cc)	Earnings/(loss) per share

The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS are computed by dividing income available to ordinary shareholders of the Company by the weighted average ordinary shares outstanding during the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. For the years ended December 31, 2023, 2024 and 2025, there was no dilution impact.

The Group’s Class A and Class B ordinary shares have the same dividend right and two-class method is not applied for the periods presented.

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NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(dd)	Comprehensive income/(loss)

Comprehensive income or loss is defined as the increase in equity of the Group during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Amongst other disclosures, ASC 220, ComprehensiveIncome, requires that all items that are required to be recognized under current accounting standards as components of comprehensive income or loss be reported in a financial statement that is displayed with the same prominence as other financial statements. For each of the periods presented, the Group’s comprehensive income included net income and foreign currency translation adjustments that are presented in the consolidated statements of comprehensive income or loss.

(ee)	Share-based Compensation

The Group applies ASC 718, Compensation—Stock Compensation (“ASC 718”), to account for all of its share-based payments. In accordance with ASC 718, the Group determines whether an award should be classified and accounted for as a liability award or equity award. All the Group’s grants of share-based awards without vesting conditions were classified as equity awards and are recognized in the financial statements based on their grant date fair value.

(ff)	Segment reporting

In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Group uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Group’s CODM for making operating decisions and assessing performance as the source for determining the Group’s reportable segments. The Group’s CODM has been identified as the chief executive officer (the “CEO”), who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. The Group has determined that there is only one reportable operating segment since the manufacturing and sales of products are viewed as an integrated business process and allocation of the resources and assessment of the performance are not separately evaluated by the Group’s CODM. For information regarding the Company’s long-lived assets and revenue by geographic area, as well as a summary of significant expense categories, see Note 17.

(gg)	Concentration of risk

Financial instruments that potentially subject the Group to significant concentration of credit risk consist primarily of cash and cash equivalent, restricted cash and accounts receivable. As of December 31, 2024 and 2025, the aggregate amounts of cash and cash equivalent and restricted cash of $17,983 and $31,630, respectively, were held at major financial institutions located in the mainland China, and each bank account is insured by the government authority with the maximum limit of RMB500 (equivalent to $71). The aggregate amounts of cash and cash equivalent and restricted cash of $27,903 and $22,279 were deposited with major financial institutions located outside the mainland China, and each bank account is insured with the minimum amount of $150. Management believes that these financial institutions are of high credit quality and continually monitors the credit worthiness of these financial institutions.

The Group’s exposure to credit risk associated with its trading and other activities is measured on an individual counterparty basis, as well as by group of counterparties that share similar attributes. Substantially all of the Group’s sales are made to customers located primarily in the U.S. and Europe. The Company’s operating results could be adversely affected by the government policy in the PRC on exporting business, foreign exchange rate fluctuation, and changes in local market conditions. No customer individually represented greater than 10% of the Group’s total revenues for the years ended December 31, 2023, 2024 and 2025.

For the year ended December 31, 2023, the top two suppliers accounted for approximately 23.3% and 11.1% of total inventory purchases. For the year ended December 31, 2024, the top one supplier accounted for approximately 19.3% of total inventory purchases. For the year ended December 31, 2025, the top one supplier accounted for approximately 11.4% of total inventory purchases. No other suppliers accounted for more than 10% of total inventory purchases in the reporting periods.

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NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(hh)	Recent accounting pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Group adopted ASU 2023-07 from January 1, 2025. See Note 17 for further information.

In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is also permitted, and entities may apply the amendments in this update prospectively or retrospectively to all prior periods presented in the financial statements. The Group adopted this ASU on January 1, 2025. See Note 13 for further information.

In March 2024, the FASB issued ASU 2024-02, which removes references to the concepts statements from the FASB Accounting Standards Codification (the “Codification” or ASC). The ASU is part of the Board’s standing project to make “Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements.” Our management does not believe the adoption of ASU 2024-02 will have a material impact on our combined financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) which requires detailed disclosures in the notes to financial statements disaggregating specific expense categories and certain other disclosures to provide enhanced transparency into the nature and function of expenses. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“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, with early adoption permitted. The requirements should be applied on a prospective basis while retrospective application is permitted. The Group does not expect to early adopt this guidance and does not expect the adoption of this ASU to have a material impact on its future consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). The amendments in ASU 2025-05 provide entities with a practical expedient to simplify the estimation of expected credit losses on current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, Revenue from Contracts with Customers (“ASC 606”) by allowing the assumption that current conditions as of the balance sheet date will not change during the remaining life of the asset. ASU 2025-05 is effective for the Company for its annual reporting periods beginning July 1, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Group is currently evaluating the impact ASU 2025-05 will have on its future consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles -Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027 and for interim reporting periods beginning in that fiscal year. The Group is currently evaluating the impact ASU 2025-06 will have on its future consolidated financial statements.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (“Topic 815”) and Revenue from Contracts with Customers (“Topic 606”): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASU 2025-07”). ASU 2025-07 expands an existing scope exception under Topic 815 to exclude non-exchange-traded contracts where the underlying is based on the operations or activities specific to one of the contract parties. ASU 2025-07 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. The Group is currently evaluating the impact ASU 2025-07 will have on its future consolidated financial statements.

In November 2025, the FASB issued ASU 2025-08, Financial Instruments—Credit Losses (“Topic 326”): Purchased Loans (“ASU 2025-08”). The amendments expand the population of acquired loans subject to the gross-up approach, treating non-credit-deteriorated loans (excluding credit cards) as “seasoned” if purchased at least 90 days after origination or acquired in a business combination. ASU 2025-08 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Group is currently evaluating the impact ASU 2025-08 will have on its future consolidated financial statements.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (“ASU 2025-10”). The amendments establish the accounting for a government grant received by a business entity, including guidance for (1) a grant related to an asset and (2) a grant related to income. ASU 2025-10 is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Group is currently evaluating the impact of adopting ASU 2025-10.

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NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(hh)	Recent accounting pronouncements (cont.)
---	---

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Improvements to Interim Disclosure Requirements (“ASU 2025-11”). The amendments clarify disclosure requirements for interim financial statements. ASU 2025-11 is effective for interim periods beginning after December 15, 2026. Early adoption is permitted. The Group is currently evaluating the impact of adopting ASU 2025-11.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements (“ASU 2025-12”). ASU 2025-12 addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to U.S. GAAP. The update represents changes to the Codification that clarify, correct errors in or make other improvements to a variety of topics that are intended to make it easier to understand and apply. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years. Entities are required to apply the amendments to ASC 260 retrospectively. All other amendments may be applied prospectively or retrospectively. Early adoption is permitted. The Group is currently evaluating the impact of adopting ASU 2025-12.

Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

The Group does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.

3.	DISPOSAL OF SUBSIDIARIES

In 2025, the Group disposed ten subsidiaries (the “Disposed Subsidiaries”), all of which were engaged in providing products directly to customers on a retail basis under its self-owned brands through online retail platforms, as well as three trademark assignments related to the online retail business operations. On December 30, 2025, the Board of Directors of the Company formally authorized the plan to dispose of the Disposed Subsidiaries and the related registered trademarks to a third party. Following this authorization, the Group executed definitive disposal agreements with the purchaser on December 31, 2025, to transfer 100% of the equity interest in the Disposed Subsidiaries. On December 31, 2025, the Group completed the substantive handover of all operational materials, management authorities, and related assets pertaining to the Disposed Subsidiaries to the purchaser, indicating a transfer of control as well as the significant risks and rewards of ownership as of December 31, 2025. Consequently, the Group ceased to exercise substantive control over the Disposed Subsidiaries and completed the disposal and deconsolidation of such entities on that date.

The sale of the Disposed Subsidiaries did not represent a strategic shift that has or will have a major effect on the Group’s operations or financial results, given its limited financial impact, in accordance with ASC 205-20-45-1A to 45-1C. Accordingly, the disposal was not presented as discontinued operations, and the results thereof were included in continuing operations for all periods presented.

Details of the entities disposed were as follows:

Disposed<br> subsidiaries	Total<br> assets		Total liabilities		Total<br> net assets/(liabilities)
Your Office Supplies Company Limited	$	139	$	214	$	(75	)
Amstech Limited		35		145		(110	)
Aztech Enterprise Limited		54		160		(106	)
Supplies4U Limited		67		72		(5	)
Dellon Technology Company Limited		20		34		(14	)
Iprint Enterprise Limited		143		184		(41	)
REVOL TRADING INC.		63		39		24
Eco Imaging Inc.		30		163		(133	)
Intercon International CORP.		79		203		(124	)
Proimage B.V.		296		346		(50	)
Total	$	926	$	1,560	$	(634	)

The total consideration was US$100, which was fully received in cash on January 14, 2026 and the Group recognized a gain on disposal of subsidiaries of $734 for the year ended December 31, 2025.

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NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

4.	ACCOUNTS RECEIVABLE, NET

Accounts receivable consisted of the following:

	As<br> of December 31,
	2024			2025
Accounts receivable	$	31,744		$	51,285
Allowance for credit<br> losses		(104	)		(642	)
Accounts<br> receivable, net	$	31,640		$	50,643

The movement of allowance of credit losses was as follows:

	For<br> the years ended December 31,
	2023			2024			2025
Balance at beginning of the<br> year	$	132		$	121		$	104
(Reversal)/addition of allowance for credit<br> loss		(13	)		120			613
Write off		-			(133	)		(89	)
Foreign currency<br> translation adjustment		2			(4	)		14
Balance<br> at end of the year	$	121		$	104		$	642

The Group recorded a reversal of credit loss allowance of $13 for the year ended December 31, 2023, and credit loss expenses of $120 and $613 for the years ended December 31, 2024 and 2025, respectively. The Group wrote off accounts receivable of nil, $133 and $89 for the years ended December 31, 2023, 2024 and 2025, respectively. As of March 31, 2026, approximately 39.0% of the Group’s net accounts receivable balance at December 31, 2025 have been subsequently collected and the remaining balance is expected to be collectible and covered by the commercial insurance that the Group purchased for the accounts receivable of offline sales with a coverage rate varying from 80% to 90% for credit losses under a maximum credit period of 180 days.

Majority of the accounts receivable are expected to be recovered within six months. The aging of accounts receivable is calculated from the expiry date of the customer’s credit terms which is different with the aging accounts receivable based on the number of days. The Group generally grant trade debtors a credit period of 180 days. If accounts receivable of a customer is not yet aged beyond the credit period, the aging of the receivable will be classified as not overdue in the following table. An aging analysis of the Group’s accounts receivable calculated from the expiration date of the customer’s credit terms is as follows:

	As<br> of December 31,
	2024		2025
Not overdue	$	27,417	$	38,056
Within 90 days		4,156		12,228
Between 3 and 6 months		75		398
Between 6 months and a year		51		193
Over a year		45		410
	$	31,744	$	51,285

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NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

5.	INVENTORIES, NET

Inventories consisted of the following:

	As<br> of December 31,
	2024			2025
Raw materials	$	4,246		$	4,696
Goods in transit		4,715			4,067
Work in progress		2,649			2,569
Finished goods		10,171			4,261
Inventories, gross		21,781			15,593
Impairment provision		(1,165	)		(1,043	)
Inventories,<br> net	$	20,616		$	14,550

As of December 31, 2024 and 2025, $1,165 and $1,043 was written down from the cost of inventories to their net realizable values, respectively.

6.	PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following:

	As<br> of December 31,
	2024		2025
Export<br> input VAT receivables ^(a)^	$	3,384	$	4,662
Employee<br> receivables and business advances		1,788		502
Advance<br> to suppliers		4,221		389
Interest<br> receivable		181		352
Security<br> deposits		205		266
Insurance<br> receivables on written-off accounts receivables ^(b)^		282		157
Receivable<br> from third parties ^(c)^		708		154
Others^(d)^		147		25
Total	$	10,916	$	6,507

(a)	Export input VAT receivables mainly represent the refundable input VAT the Group has paid for the production of the products in the PRC when declaring goods for export.

(b)	Insurance receivables on written-off accounts receivables mainly represent insurance claim receivables due from insurance companies.

(c)	Receivable from third parties represent the funds held on third-party settlement platforms.

(d)	Others mainly include prepaid miscellaneous service fees and prepaid rental fees.

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NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

7.	PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consisted of the following:

	As<br> of December 31,
	2024			2025
Building improvement	$	6,457		$	6,582
Machinery and equipment		6,163			6,608
Land		3,437			3,521
Office equipment, furniture and fixtures		1,764			1,965
Automobiles		417			486
Total		18,238			19,162
Less: accumulated<br> depreciation		(10,038	)		(11,303	)
Property,<br> plant and equipment, net	$	8,200		$	7,859

Depreciation expense was $1,285, $1,092 and $1,418 for the years ended December 31, 2023, 2024 and 2025, respectively.

As of December 31, 2024 and 2025, land use rights owned by Jiangxi Yibo, a subsidiary of the Company, for which the carrying value were $2,385 and $2,361, respectively, were pledged to secure short-term loans and bank acceptance notes payable from Bank of China Xinyu branch and Agricultural Bank of China Xinyu Branch.

8.	INVESTMENTS

Investments consisted of the following:

	As<br> of December 31,
	2024		2025
Fixed<br> deposit receipts	$	6,464	$	1,497
Total short-term investments		6,464		1,497
Fixed deposit receipts		10,293		10,545
Total<br> long-term investments		10,293		10,545
Total<br> investments	$	16,757	$	12,042

As of December 31, 2024, an amount of $881 of short-term investments and $4,729 of long-term investments in bank fixed deposits was pledged for Jiangxi Yibo’s issuance of commercial bank acceptance bills. Long-term fixed deposits will expire in 2027 with a deposit term of three years. All the fixed deposits were deposited in local banks in the PRC.

As of December 31, 2025, an amount of $1,092 of short-term investments and $5,258 of long-term investments in bank fixed deposits were pledged for Jiangxi Yibo’s issuance of commercial bank acceptance bills. Long-term fixed deposits will expire in 2027 with a deposit term of three years. All the fixed deposits were deposited in local banks in the PRC.

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NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

9.	ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following:

	As<br> of December 31,
	2024		2025
Accrued payroll and employee<br> benefits	$	8,339	$	5,736
Accrued expenses^(a)^		4,124		5,245
Advance from customers^(b)^		486		524
Others		290		173
Total	$	13,239	$	11,678

(a)	Accrued expenses mainly represent accrued freight charges and other accrued expenses related to the business operation.

(b)

Advance from customers mainly represent the advance received from customers for the finished goods purchases. The change in contract liabilities primarily represents the cash received, less amounts recognized as revenues during the period. All of the balance as of December 31, 2023 and 2024 had been recognized as revenue for the years ended December 31, 2024 and 2025, respectively. The Group expects to recognize the balance as of December 31, 2025 as revenue within the next 12 months.

10.

BORROWINGS

---

The principal of the borrowings is due at maturity. Accrued interest is due either monthly or quarterly. The bank borrowings were for working capital and capital expenditure purposes. The balance of borrowings consisted of the following:

	As<br> of December 31,
	2024		2025
Bank of China<br> Xinyu Branch ^(a)^	$	9,737	$	11,400
Export-Import Bank of China<br> Jiangxi Branch ^(b)^		6,051		6,199
Xinyu Rural Commercial<br> Bank Gaoxin Branch ^(c)^		4,173		4,275
Agricultural<br> Bank of China Xinyu Branch ^(d)^		3,477		-
Total<br> short-term borrowings		23,438		21,874
Industrial<br> and Commercial Bank of China Limited Xinyu High Tech Branch ^(e)^		-		143
Total<br> long-term borrowing, current		-		143
Industrial<br> and Commercial Bank of China Limited Xinyu High Tech Branch ^(e)^		-		8,336
Total<br> long-term borrowing, non-current		-		8,336
Total<br> Borrowings	$	23,438	$	30,353

(a)

For the year ended December 31, 2024, Jiangxi Yibo entered into two bank loan agreements with Bank of China Xinyu Branch in a total amount of $9,737 (RMB70,000) with an annual interest rate of 3.10%, which were fully repaid upon maturity. The loans were guaranteed by Jiangxi Leibotai and related parties and secured by the land use rights and properties owned by Jiangxi Yibo. For the year ended December 31, 2025, Jiangxi Leibotai entered into a bank loan agreement of $1,425 (RMB10,000) with Bank of China Xinyu Branch, with a maturity date of March 18, 2026, and an annual interest rate of 2.90%, which was guaranteed by Jiangxi Yibo. For the year ended December 31, 2025, Jiangxi Yibo entered into two bank loan agreements in a total amount of $9,975 (RMB70,000) with maturity dates from July 9, 2026 to July 22, 2026, and an annual interest rate of 3.00%. These two loans were guaranteed by Jiangxi Leitaibo, and secured by the land use rights and properties owned by Jiangxi Yibo.

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NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

10.	BORROWINGS (cont.)

(b)

For the year ended December 31, 2024, Jiangxi Yibo entered into a bank loan agreement of $6,051 (RMB43,500) with Export-Import Bank of China Jiangxi Branch with an annual interest rate of 3.10%, which was fully repaid on September 9, 2025. For the year ended December 31, 2025, Jiangxi Yibo entered into another bank loan agreement of $6,199 (RMB43,500) with Export-Import Bank of China Jiangxi Branch with an annual interest rate of 3.00% and a maturity date of September 8, 2026. The outstanding loan balances as of December 31, 2024 and 2025 were guaranteed by Xinyu High-Tech Investment Co., Ltd, a related party of the Group. (See Note 16).

(c)

For the year ended December 31, 2024, Jiangxi Yibo entered into a bank loan with an amount of $4,173 (RMB30,000) with an annual interest rate of 3.80%, which was fully repaid upon maturity. On January 14, 2025, Jiangxi Yibo entered into another bank loan with an amount of $4,275 (RMB30,000) with a maturity date of January 13, 2026 and an annual interest rate of 3.35%. The loan was guaranteed by a related party of the Group. (See Note 16).

(d)

For the year ended December 31, 2024, Jiangxi Yibo had an outstanding balance of $3,477 (RMB25,000) with a maturity date of April 24, 2025 and an annual interest rate of 3.00%, which was fully repaid upon maturity. The loan was guaranteed by the related parties of the Group (See Note 16) and was secured by mortgaging the properties of Jiangxi Yibo. On January 2, 2025 and April 29, 2025, Jiangxi Yibo entered in two bank loans with an amount of approximately $2,138 (RMB15,000) and $3,563 (RMB25,000), respectively, each bearing an annual interest rate of 3.10% which were both fully repaid on December 29, 2025. These loans were secured by the land use rights and properties owned by Jiangxi Yibo.

(e)	On March 13, 2025, Jiangxi Yibo entered into another bank loan with an amount of approximately $4,275 (RMB30,000) with an annual interest rate of 2.80%, which was fully repaid on August 29, 2025. On August 29, 2025, Jiangxi Yibo entered into a three-year bank loan agreement with a principal amount of $8,550 (RMB60,000) maturing on August 28, 2028 and bearing an annual interest rate of 3.00%, which was guaranteed by Planet Image. In accordance with the repayment schedule stipulated in this agreement, Jiangxi Yibo repaid $71 (RMB500) of principal during the year ended December 31, 2025. As of December 31, 2025, the outstanding balance was $8,479 (RMB55,000). The following is the principal repayment schedule for the long-term loan as of December 31, 2025:
Year<br> ending December 31,	Repayment<br> amount
---	---	---
2026	$	143
2027		143
2028		8,193
Total	$	8,479

Interest expenses were $1,234, $976 and $1,018 for the years ended December 31, 2023, 2024 and 2025, respectively. The weighted average interest rates of short-term loans outstanding were 4.01%, 3.21% and 3.52% per annum for the years ended December 31, 2023, 2024 and 2025, respectively.

As of December 31, 2025, the Group had unutilized lines of credit aggregating $774 for short-term financing. To utilize these unused lines of credit, the Group is required to obtain consent of the lenders and be in compliance with financial covenants, such as requirement for certain financial ratios and use the funds according to the agreed purpose, etc. The Group has been in compliance with these financial covenants up to the date of this annual report.

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NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

11.	LEASES

The leases of the Company were classified as operating leases mainly for offices and staff dormitories. Rent expense is recognized on a straight-line basis over the lease term. The discount rate was set with reference to the loan prime rate published by the Bank of China.

Supplemental balance sheet information related to operating lease was as follows:

	As<br> of December 31,
	2024		2025
Right-of-use<br> assets	$	3,228	$	8,560
Operating lease liabilities – current	$	1,027	$	2,033
Operating lease liabilities<br> – non-current		2,172		6,943
Total<br> operating lease liabilities	$	3,199	$	8,976

The weighted average remaining lease terms and discount rates for the operating lease as of December 31, 2025 were as follows:

Remaining lease term and discount rate:

| Weighted average remaining lease term (years) | 4.24 | |

| Weighted average discount rate | 3.64 | % |

During the years ended December 31, 2023, 2024 and 2025, the Group incurred total operating lease expenses of $1,538, $1,372 and $2,321, respectively. During the years ended December 31, 2023, 2024 and 2025, the Group’s cash paid for amounts included in measurement of lease liabilities of $105, $2,686 and $7,066, respectively.

The following is a schedule of future minimum payments under the Company’s operating leases as of December 31, 2025:

	Amounts
2026	$	2,324
2027		2,207
2028		2,196
2029		2,048
2030		940
Total lease payments		9,715
Less: imputed interest		(739	)
Total<br> operating lease liabilities, net of interest	$	8,976

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NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

12.	SHARE BASED COMPENSATION

2025Equity Incentive Plan

Effective on May 9, 2025, the board of directors of the Company approved the 2025 Equity Incentive Plan (the “Plan”), to attract and retain the best available personnel for positions of responsibility with the Group, to provide additional incentives to them and align their interests with those of the Company’s shareholders, and to thereby promote the Group’s long-term business success. On May 28, 2025, 5,352,621 Class A ordinary shares, par value HK$0.0001 per share, with no vesting conditions were granted to the certain qualified personnel. Subsequently, on June 3, 2025, the Company issued 5,352,621 Class A ordinary shares to these personnel.

In accordance with ASC 718, share-based compensation with employees is measured based on the grant-date fair value of the equity instruments awarded. The Company determined the fair value of the Class A ordinary shares granted under the Plan to be US$1.615 per share, based on the closing market price of the Company’s Class A ordinary shares on the grant date. The Company believes the closing price represents the fair value of the shares granted because the awards consist of unrestricted, fully vested equity instruments with no post-vesting restrictions, performance conditions, or other features that would require valuation adjustments. Therefore, no discount or premium was applied to the quoted market price.

As the equity awards were fully vested on the grant date and did not contain any future service or performance conditions, the Group recognizes the entire fair value of the award as compensation expense on the date of grant.

For the year ended December 31, 2025, the share-based compensation expenses were $8,645. Such expense was allocated among general and administrative expenses and research and development expenses, based on the respective job responsibilities and functional roles of the grantees. As of December 31, 2025, there was no unrecognized share-based compensation expenses in relation to the Plan.

A summary of activities of the restricted shares for the year ended December 31, 2025 is as follows:

	Number<br> of nonvested restricted shares
	In<br> thousand
Unvested on December<br> 31, 2024		-
Granted		5,353
Vested		(5,353	)
Unvested<br> on December 31, 2025		-

The allocation of total share-based compensation expenses is set forth as follows:

	For<br> the years ended<br><br> December 31,
	2024		2025
General<br> and administrative expenses	$	-	$	4,123
Research<br> and development expenses		-		4,522
Total	$	-	$	8,645
13.	TAX
---	---

TheCayman Islands and the BVI

The Company was incorporated in the Cayman Islands and several of its wholly-owned subsidiaries were incorporated in the BVI. Under the current laws of the Cayman Islands and the BVI, these entities are not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholding tax in the Cayman Islands and the BVI.

HongKong

According to the Tax (Amendment) (No. 3) Ordinance 2018 published by the Hong Kong government, effective April 1, 2018, under the two-tiered profits tax regime, the profits tax rate for the first HKD2 million of assessable profits is 8.25% (half of the rate specified in Schedule 8 to the Inland Revenue Ordinance (“IRO”)) for corporations. The Group was not subject to Hong Kong profits tax for any of the periods presented as it did not have assessable profits during such periods.

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NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

13.	TAX (cont.)

UnitedStates

On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Tax Act”) which significantly changed previous U.S. tax laws, including a reduction of corporate income tax rate from 35% to 21% and a one-time transition tax on deemed repatriation of undistributed foreign earnings.

The Group’s U.S. subsidiaries file income tax returns with the Internal Revenue Service and are subject to income tax examinations by the IRS and applicable state tax authorities.

For the years ended December 31, 2023, 2024 and 2025, the U.S. federal statutory corporate income tax rate applicable to the Group’s U.S. subsidiaries was 21%. The Group’s U.S. subsidiaries are incorporated and operate in the California and are subject to the California corporate franchise tax at a statutory rate of 8.84% for the years ended December 31, 2023, 2024 and 2025.

Europe

The Company’s subsidiaries, which were mainly incorporated in European Union (“EU”) countries, such as the Netherlands, Italy, and France, are subject to enterprise income tax on their respective taxable income as determined under the applicable tax laws and accounting standards at rates ranging from 16.5% to 28%.

ThePRC

Generally, the Company’s subsidiaries that are considered PRC resident enterprises under PRC tax law, are subject to enterprise income tax on their worldwide taxable income as determined under PRC tax laws and accounting standards at a rate of 25%.

In accordance with the implementation rules of Enterprise Income Tax Law of the PRC (the “EIT Law”), a qualified “High and New Technology Enterprise” (“HNTE”) is eligible for a preferential tax rate of 15%. The HNTE certificate is effective for a period of three years. An entity could re-apply for the HNTE certificate when the prior certificate expires. The Company’s subsidiary, Jiangxi Yibo, is qualified as HNTE and has renewed its HNTE certificate in 2025, which will expire on October 29, 2028. Therefore, for the years ended December 31, 2023, 2024 and 2025, Jiangxi Yibo was eligible to enjoy a preferential tax rate of 15% under the EIT Law.

For the years ended December 31, 2023, 2024 and 2025, Jiangxi Leibotai, a wholly owned subsidiary of Jiangxi Yibo, was recognized as a small low-profit enterprise. For the years ended December 31, 2023, Yantuo, a wholly owned subsidiary of Jiangxi Yibo, was recognized as a small low-profit enterprise.

According to the Announcement on Preferential Income Tax Policies for Small and Micro Enterprises and Individual Industrial and Commercial Households (Caishui [2023] No. 6) issued by the Ministry of Finance and the State Taxation Administration on March 26, 2023, for small and low-profit enterprises with annual taxable income not exceeding RMB1 million (equivalent to $0.1 million), 25% of the taxable income shall be deducted in the computation base and enterprise income tax shall be levied at a rate of 20%. The effective period of this announcement was from January 1, 2023 to December 31, 2024. Pursuant to the Announcement of the Ministry of Finance and the State Administration of Taxation on Further Supporting the Development of Small and Micro Enterprises and Individual Businesses in Relevant Tax Policies (Caishui [2023] No. 12) issued on August 2, 2023, the effective period was extended to December 31, 2027.

With the above preferential income tax rate, the effect of tax holiday saving of the Group was $857, $608 and $785 for the years ended December 31, 2023, 2024 and 2025, respectively.

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NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

13.	TAX (cont.)

The Group’s income/(loss) before income tax expense consisted of:

	For<br> the years ended December 31,
	2023		2024		2025
PRC	$	7,997	$	6,947	$	(6,690	)
Non-PRC		617		581		611
	$	8,614	$	7,528	$	(6,079	)

The income tax provision consisted of the following components:

	For<br> the years ended December 31,
	2023			2024			2025
Current income tax expense	$	(1,086	)	$	(906	)	$	(397	)
Deferred income tax<br> benefit/(expense)		246			492			(1,776	)
Total<br> income tax expense	$	(840	)	$	(414	)	$	(2,173	)

ThePRC

A reconciliation of the Group’s PRC statutory tax rate to the effective income tax rate during the periods is as follows:

	For<br> the years ended December 31,
	2023			2024			2025
Computed income tax expense<br> with PRC statutory tax rate *		25.00	%		25.00	%		25.00	%
Non-deductible items		0.10	%		0.17	%		(0.16	)%
Additional deduction of qualified R&D<br> expenditures		(10.94	)%		(12.38	)%		13.06	%
Effect of tax holiday and preferential tax<br> rate		(9.95	)%		(8.07	)%		(12.91	)%
Less tax losses carryforward available		-			-			(29.26	)%
Changes in valuation allowance		5.71	%		0.93	%		(31.70	)%
Effect of income<br> tax rate differences in jurisdictions other than the PRC		(0.17	)%		(0.15	)%		0.23	%
Effective<br> income tax rate		9.75	%		5.50	%		(35.74	)%

*	The PRC statutory tax rate is used because the Group’s headquarters and primary management activities are located in PRC.

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NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

13.	TAX (cont.)

In accordance with the updated requirements of ASU No. 2023-09 for the year ended December 31, 2025, a reconciliation between the statutory rate and the Group’s effective income tax rate is as follows (in thousands, except percentages):

	For<br> the year ended<br><br> December 31, 2025
	Amount			Percent
Statutory<br> Rate	$	(1,520	)		25.00	%
Foreign<br> Tax Effects
North<br> America
Statutory<br> tax rate difference between North America and Chinese mainland		9			(0.15	)%
Europe
Statutory<br> tax rate difference between Europe and Chinese mainland		(19	)		0.31	%
Other<br> foreign jurisdictions		(4	)		0.07	%
Less<br> tax losses carryforward available		1,779			(29.26	)%
Changes<br> in valuation allowance		1,927			(31.70	)%
Non-deductible<br> items		10			(0.16	)%
Additional<br> deduction of qualified R&D expenditures		(794	)		13.06	%
Effect<br> of preferential tax rate of HNTE		785			(12.91	)%
Effective<br> income tax rate	$	2,173			(35.74	)%

The per share effect of the tax holiday was as follows:

	For<br> the years ended December 31,
	2023			2024		2025
Tax holiday effect		857			608		785
Effect of tax holiday on basic net income<br> per share		(0.02	)		0.01		0.01
Effect of tax holiday on diluted net income<br> per share		(0.02	)		0.01		0.01

As of December 31, 2024 and 2025, the significant components of the deferred tax assets and deferred tax liability were summarized below:

	As<br> of December 31,
	2024			2025
Allowance for inventories and<br> others	$	253		$	307
Net operating loss<br> carried forward		2,671			2,759
Total deferred tax assets		2,924			3,066
Valuation allowance		(946	)		(2,867	)
Deferred<br> tax assets, net of valuation allowance	$	1,978		$	199
Deferred tax liability:
Accelerated tax depreciation<br> and others	$	(450	)	$	(447	)
Total<br> deferred tax liability	$	(450	)	$	(447	)
Deferred<br> tax assets/(liabilities), net	$	1,528		$	(248	)

Pursuant to the disclosure requirements of ASU 2023-09, the following table summarizes income taxes paid, net of refunds, by jurisdiction:

	For<br> the <br><br> year ended<br><br> December 31, 2025
Europe	$	99
Asia		88
North America		10
Total<br> income taxes paid (net of refunds)	$	197

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NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

14.	EQUITY

Ordinaryshares

The Company’s authorized share capital is comprised of 2,000,000,000 Class A ordinary shares, 1,000,000,000 Class B ordinary shares, and 800,000,000 Preferred shares of par value HK$0.0001 each.

Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting, transfer and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

On January 29, 2024, the Company closed its initial public offering on the Nasdaq Capital Market where 1,250,000 Class A ordinary shares were newly issued at a price of $4.0 per share with the total net proceeds of $4,305. With the success of the IPO, the mezzanine equity in the total amount of $14,104 was converted into 10,526,300 Class A ordinary shares as permanent equity.

As of December 31, 2024 and 2025, the number of the Company’s authorized Class A ordinary shares was 2,000,000,000, and the number of the Company’s issued Class A ordinary shares was 27,565,800 and 32,918,421, respectively. As of December 31, 2024 and 2025, the number of the Company’s authorized Class B ordinary shares was 1,000,000,000, and issued Class B ordinary shares was 26,315,800.

Preferredshares

As of December 31, 2024 and 2025, the number of the Company’s authorized preferred shares was 800,000,000 and no preferred share was issued. The classes or series of preferred shares including designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation will be fixed upon each issuance.

15.	RESTRICTED NET ASSETS

A significant portion of the Group’s operations are conducted through its PRC (excluding Hong Kong) subsidiaries, and the Company’s ability to pay dividends is primarily dependent on receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by the Company’s subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations, and after it has met the PRC requirements for appropriation to statutory reserves. The Group is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the surplus reserve are made at the discretion of the Board of Directors of the Company. Paid-in capital of the Company’s subsidiaries included in the Company’s consolidated net assets are also non-distributable for dividend purposes.

As a result of these PRC laws and regulations, the Company’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company. As of December 31, 2024 and 2025, net assets restricted in the aggregate, which include paid-in capital and statutory reserve funds of the Company’s subsidiaries, that are included in the Company’s consolidated net assets were approximately $18,803 and $19,605, respectively.

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NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

16.	RELATED PARTY TRANSACTIONS

Relatedparties

The Company’s related parties with which the Group had transactions include its affiliates, any director or executive officers of the Company and their immediate family members, as well as any shareholders owning more than 5% of the Company’s ordinary shares.

The table below sets forth the related parties and their relationships with the Group who had transaction with the Group for the years ended December 31, 2023, 2024 and 2025:

Name	Relationship

| Mr. Weidong Gu | Founder and chairman of the board of directors of the Company |

| Mr. Zhisheng Cheng | Vice president of the Company |

| Mr. Xingzhi Huang | Shareholder of the Company |

| Xinyu High-Tech Investment Co., Ltd. | Shareholder of the Company |

Amountsdue to Related parties

The amounts due to a related party are as follows:

	As<br> of December 31,
	2024		2025
Rental income received in<br> advance:
Xinyu High-Tech Investment Co.,<br> Ltd.	$	155	$	55

Relatedparty transactions

The transactions of related parties are as follows:

	For<br> the years ended December 31,
	2023		2024		2025
Guarantee provided for bank borrowings:
Xinyu<br> High-Tech Investment Co., Ltd. – Export-Import Bank of China Jiangxi Branch	$	6,497	$	6,051	$	6,199
Mr. Weidong Gu – Xinyu<br> Rural Commercial Bank		4,237		4,173		4,275
Mr. Weidong Gu – Bank<br> of China		14,124		9,737		-
Mr. Weidong Gu – Agricultural<br> Bank of China		-		3,478		-
Mr. Zhisheng Cheng – Bank<br> of China		14,124		9,737		-
Mr. Xingzhi Huang – Bank<br> of China		14,124		9,737		-
Mr. Xingzhi Huang – Agricultural<br> Bank of China		-		3,478		-
Rental income:
Xinyu High-Tech Investment Co., Ltd.	$	69	$	102	$	102

Mr. Weidong Gu, Mr. Zhisheng Cheng and Mr. Xingzhi Huang also provided guarantees with their personal property for the Group’s notes payable credited by Xinyu Rural Commercial Bank Gaoxin Branch, Agricultural Bank of China Xinyu Branch and Bank of China Xinyu Branch.

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NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

17.	SEGMENT INFORMATION

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Group’s chief operating decision maker in order to allocate resources and assess performance of the segment.

In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Group uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Group’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Group’s reportable segments. The Group’s CODM has been identified as the chief executive officer (the “CEO”), who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. The Group has determined that there is only one reportable operating segment since the manufacturing and sales of products are viewed as an integrated business process and allocation of the resources and assessment of the performance are not separately evaluated by the Group’s CODM.

Revenuesby sales channel

The Group’s revenues derived from different channels for the years ended December 31, 2023, 2024 and 2025, are as below:

	For<br> the years ended December 31,
	2023		2024		2025
Offline sales to dealers	$	84,894	$	85,896	$	72,879
Offline sales to ODM customers		53,972		51,064		67,129
Online sales to retail<br> customers		11,356		12,868		15,240
Total	$	150,222	$	149,828	$	155,248

Geographicinformation

The majority of the Group’s revenues for the years ended December 31, 2023, 2024 and 2025 were generated from North America, Europe, Asia and others. The following table sets forth the disaggregation of revenues by geographic area:

	For<br> the years ended December 31,
	2023		2024		2025
North America	$	89,662	$	89,971	$	86,826
Europe		52,976		48,360		47,008
Asia		6,227		9,801		18,570
Others		1,357		1,696		2,844
Total	$	150,222	$	149,828	$	155,248

As of December 31, 2024 and 2025, the Group’s 99.25% and 94.50% of long-lived assets, except for several right-of-use assets of overseas leasing, were located in the PRC.

18.	SUBSEQUENT EVENTS

Borrowings

On January 1, 2026, Jiangxi Yibo entered into a bank loan agreement in the amount of $5,700 (RMB40,000), from Agricultural Bank of China Xinyu Branch with an annual interest rate of 2.90%, which will mature on December 30, 2026. The loan was secured by the mortgage of the properties of Jiangxi Yibo.

On March 22, 2026, Jiangxi Leibotai entered into a bank loan agreement in the amount of $1,425 (RMB10,000), from Bank of China Xinyu Branch with one year maturity and an annual interest rate of 3.00%. The loan was guaranteed by Jiangxi Yibo.

The Group has evaluated subsequent events from December 31, 2025 through March 31, 2026, the date the consolidated financial statements were issued, and did not identify any subsequent events with material financial impact on the consolidated financial statements.

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NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

19.	CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

The Company performed a test on the restricted net assets of consolidated subsidiaries in accordance with U.S. 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 condensed financial information of the parent company, Planet Image, has been prepared using the same accounting policies as set out in Planet Image’s consolidated financial statements except that the parent company has used the equity method to account for its investment in its subsidiaries.

Planet Image’s share of income and losses from its subsidiaries is reported as losses from subsidiaries in the accompanying condensed financial information of the parent company.

Planet Image is incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, Planet Image is not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholding tax in the Cayman Islands.

Planet Image did not have significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2024 and 2025.

Condensedbalance sheets


		2025
Assets
Current<br> assets
Cash	3,630	$	2,831
Amount<br> due from subsidiaries	17,967		14,265
Total<br> current assets	21,597		17,096
Non-current<br> asset
Investments<br> in subsidiaries	39,035		44,554
Total<br> non-current asset	39,035		44,554
Total<br> assets	60,632	$	61,650
Liability<br> and shareholders’ equity
Current<br> liability
Accrued<br> liabilities and other current liabilities	3,746		3,746
Total<br> current liability	3,746	$	3,746
Shareholders’<br> equity
Preferred shares (par value of HK0.0001 per share; 800,000,000 preferred shares authorized, no preferred shares issued and outstanding as of December 31, 2024 and 2025, respectively)	-		-
Class A ordinary shares (par value of HK0.0001 per share; 2,000,000,000 Class A ordinary shares authorized, 27,565,800 and 32,918,421 Class A ordinary shares issued and outstanding as of December 31, 2024 and 2025, respectively)*	1		1
Class B ordinary shares (par value of HK0.0001 per share; 1,000,000,000 Class B ordinary shares authorized, 26,315,800 Class B ordinary shares issued and outstanding as of December 31, 2024 and 2025, respectively)*	1		1
Additional<br> paid-in capital	17,405		26,050
Statutory<br> reserve	3,193		3,193
Retained<br> earnings	33,138		24,886
Accumulated<br> other comprehensive income	3,148		3,773
Total<br> shareholders’ equity	56,886		57,904
Total<br> liability and shareholders’ equity	60,632	$	61,650

All values are in US Dollars.

*	The value of Class A and Class B ordinary shares are rounded, with a difference no more than $0.4 from the absolute amount.

F-34

PLANET

IMAGE INTERNATIONAL LIMITED

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(Amountin thousands of U.S. dollars, except share and per share data)

19.	CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (cont.)

Condensedstatements of comprehensive income/(loss)

	For<br> the years ended December 31,
	2023			2024			2025
Operating<br> income/(loss):
Share<br> of income from subsidiaries	$	8,585		$	7,909		$	853
Selling<br> and marketing expenses		-			(62	)		(37	)
General<br> and administrative expenses		(547	)		(586	)		(4,977	)
Research<br> and development expenses		-			-			(4,522	)
Total<br> operating income/(loss)		8,038			7,261			(8,683	)
Interest<br> income, net		-			69			94
Foreign<br> exchange (loss)/gain		(264	)		(216	)		337
Income/(loss)<br> before income tax expense		7,774			7,114			(8,252	)
Income<br> tax expense		-			-			-
Net<br> income/(loss)		7,774			7,114			(8,252	)
Other<br> comprehensive income		-			-			-
Total<br> comprehensive income/(loss)	$	7,774		$	7,114		$	(8,252	)

Condensedstatements of cash flows

	For<br> the years ended December 31,
	2023		2024			2025
Net<br> cash provided by/(used in) operating activities	$	91	$	(382	)	$	(799	)
Net<br> cash provided by investing activities		-		-			-
Net<br> cash provided by financing activities		-		3,888			-
Net<br> increase/(decrease) in cash		91		3,506			(799	)
Cash<br> at beginning of year		33		124			3,630
Cash<br> at end of year	$	124	$	3,630		$	2,831

F-35

Exhibit1.1

The Companies Act (As Revised)

Exempted Company Limited by Shares

SECOND AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

PlanetImage International Limited

星图国际集团有限公司

(Adopted by way of a special resolution passed on 26 December 2025)

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INDEX

SUBJECT	Article No.
Table A	1
Interpretation	2
Share Capital	3
Alteration Of Capital	4-7
Share Rights	8-9
Variation Of Rights	10-11
Shares	12-15
Share Certificates	16-21
Lien	22-24
Calls On Shares	25-33
Forfeiture Of Shares	34-42
Register Of Members	43-44
Record Dates	45
Transfer Of Shares	46-51
Transmission Of Shares	52-54
Untraceable Members	55
General Meetings	56-58
Notice Of General Meetings	59-60
Proceedings At General Meetings	61-65
Voting	66-77
Proxies	78-83
Corporations Acting By Representatives	84
No Action By Written Resolutions Of Members	85
Board Of Directors	86
Retirement of Directors	87-88
Disqualification Of Directors	89
Alternate Directors	90-93
Directors’ Fees And Expenses	9497
Directors’ Interests	99-101
General Powers Of The Directors	102-107
Borrowing Powers	108-111
Proceedings Of The Directors	112-121
Audit Committee	122-124
Officers	125-128
Register of Directors and Officers	129

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Minutes	130
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Seal	131
Authentication Of Documents	132
Destruction Of Documents	133
Dividends And Other Payments	134-143
Reserves	144
Capitalisation	145-146
Subscription Rights Reserve	147
Accounting Records	148-152
Audit	153-158
Notices	169-161
Signatures	162
Winding Up	163-164
Indemnity	165
Amendment To Memorandum and Articles of Association And Name of Company	166
Information	167
Financial Year End	168

|  | *Filed: 27-Jan-2026 08:00 EST* |

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The Companies Act (As Revised)

Exempted Company Limited by Shares

SECOND AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

Planet Image International Limited

星图国际集团有限公司

(Adopted by way of a special resolution passed on 26 December 2025)

INTERPRETATION

TABLE A

1. The regulations in Table A in the Schedule to the Companies Act (Revised) do not apply to the Company.

INTERPRETATION

2. (1) In these Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.

WORD	MEANING
“Act”	the Companies Act, Cap. 22 As Revised of the Cayman Islands and any amendments thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor.
“Affiliate”	shall have the meaning given to it in Rule 405 of the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Audit Committee”	the audit committee of the Company formed by the Board pursuant to Article 124 hereof, or any successor audit committee.
“Auditor”	the independent auditor of the Company which shall be an internationally recognized firm of independent accountants.
“Articles”	these Articles in their present form or as supplemented , amended or substituted from time to time.

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---	---
“Board” or “Directors”	the board of directors of the Company or the directors present at a meeting of directors of the Company at which a quorum is present.
---	---
“capital”	the share capital from time to time of the Company.
“Class A Ordinary Shares”	class A ordinary shares of par value HK$0.0001 each of the Company having the rights set out in these Articles.
“Class B Ordinary Shares”	class B ordinary shares of par value HK$0.0001 each of the Company having the rights set out in these Articles.
“clear days”	in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.
“clearing house”	a clearing house recognised by the laws of the jurisdiction in which the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.
“Company”	Planet Image International Limited
“competent regulatory Authority”	a competent regulatory authority in the territory where the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such territory.
“Conversion Date”	in respect of a Conversion Notice means the day on which that Conversion Notice is delivered.
“Conversion Notice”	a written notice delivered to the Company at its Office (and as otherwise stated therein) stating that a holder of Class B Ordinary Shares elects to convert the number of Class B Ordinary Shares specified therein pursuant to Article 9.
“Conversion Number”	in relation to any Class B Ordinary Shares, such number of Class A Ordinary Shares as may, upon exercise of the Conversion Right, be issued at the Conversion Rate.
“Conversion Rate”	means, at any time, on a 1 : 1 basis.

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“Conversion Right”	in respect of a Class B Ordinary Share means the right of its holder, subject to the provisions of these Articles and to any applicable fiscal or other laws or regulations including the Act, to convert all or any of its Class B Ordinary Shares, into the Conversion Number of Class A Ordinary Shares in its discretion.
---	---
“debenture” and “debenture holder”	include debenture stock and debenture stockholder respectively.
“Designated Stock Exchange”	the Nasdaq.
“Designated Stock Exchange Rules”	rules contained in the Nasdaq Company manual.
“dollars” and “$”	dollars, the legal currency of the United States of America.
“electronic communication”	a communication sent, transmitted, conveyed and received by wire, by radio, by optical means or by other similar means in any form through any medium.
“electronic meeting”	a general meeting held and conducted wholly and exclusively by virtual attendance and participation by Members and/or proxies by means of electronic facilities.
“Exchange Act”	the Securities Exchange Act of 1934, as amended.
“head office”	such office of the Company as the Directors may from time to time determine to be the principal office of the Company.
“hybrid meeting”	a general meeting convened for the (i) physical attendance by Members and/or proxies at the Principal Meeting Place and where applicable, one or more Meeting Locations and (ii) virtual attendance and participation by Members and/or proxies by means of electronic facilities.
“Meeting Location”	has the meaning given to it in Article 64A.
“Member”	a duly registered holder from time to time of the shares in the capital of the Company.

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---	---
“month”	a calendar month.
---	---
“Notice”	written notice unless otherwise specifically stated and as further defined in these Articles.
“Office”	the registered office of the Company for the time being.
“ordinary resolution”	a resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which not less than ten (10) clear days’ Notice has been duly given;
“Ordinary Shares”	Class A Ordinary Shares and Class B Ordinary Shares collectively.
“paid up”	paid up or credited as paid up.
“Register”	the principal register and where applicable, any branch register of Members of the Company to be maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time.
“Registration Office”	in respect of any class of share capital such place as the Board may from time to time determine to keep a branch register of Members in respect of that class of share capital and where (except in cases where the Board otherwise directs) the transfers or other documents of title for such class of share capital are to be lodged for registration and are to be registered.
“SEC”	the United States Securities and Exchange Commission.
“Seal”	common seal or any one or more duplicate seals of the Company (including a securities seal) for use in the Cayman Islands or in any place outside the Cayman Islands.
“Secretary”	any person, firm or corporation appointed by the Board to perform any of the duties of secretary of the Company and includes any assistant, deputy, temporary or acting secretary.

| - 4 - | *Filed: 27-Jan-2026 08:00 EST* |

---	---
“special resolution”	a resolution shall be a special resolution when it has been passed by a majority of not less than two-thirds of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which not less than ten (10) clear days’ Notice, specifying (without prejudice to the power contained in these Articles to amend the same) the intention to propose the resolution as a special resolution, has been duly given. Provided that, except in the case of an annual general meeting, if it is so agreed by a majority in number of the Members having the right to attend and vote at any such meeting, being a majority together holding not less than ninety-five (95) per cent. in nominal value of the shares giving that right and in the case of an annual general meeting, if it is so agreed by all Members entitled to attend and vote thereat, a resolution may be proposed and passed as a special resolution at a meeting of which less than ten (10) clear days’ Notice has been given;
---	---
	a special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Articles or the Statutes.
“Statutes”	the Act and every other law of the Legislature of the Cayman Islands for the time being in force applying to or affecting the Company, its Memorandum of Association and/or these Articles.
“year”	a calendar year.

(2) In these Articles, unless there be something within the subject or context inconsistent with such construction:

(a)	words importing the singular include the plural and vice versa;
(b)	words importing a gender include both gender and the neuter;
---	---
(c)	words importing persons include companies, associations and bodies of persons whether corporate or not;
---	---
(d)	the words:
---	---
(i)	“may” shall be construed as permissive;
---	---
(ii)	“shall” or “will” shall be construed as imperative;
---	---

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---	---
(e)	expressions referring to writing shall, unless the contrary intention appears, be construed as including<br>printing, lithography, photography and other modes of representing or reproducing<br>words or figures in a legible and non-transitory form or, to the extent permitted by and<br>in accordance with the Statutes and other applicable laws, rules and regulations, any visible substitute for writing (including an electronic<br>communication), or modes of representing or reproducing words partly in one visible form and partly in another visible form including<br>electronic writing or display (such as digital documents or electronic communications),<br>provided that both the mode of service of the relevant document or Notice and the Member’s election comply with all applicable Statutes,<br>rules and regulations;
---	---
(f)	references to any law, ordinance, statute or statutory provision shall be interpreted as relating to any<br>statutory modification or re-enactment thereof for the time being in force;
---	---
(g)	save as aforesaid words and expressions defined in the Statutes shall bear the same meanings in these<br>Articles if not inconsistent with the subject in the context;
---	---
(h)	references to a document (including, but without limitation, a resolution in writing) being signed or<br>executed include references to it being signed or executed under hand or under<br>seal or by electronic signature or by electronic communication or by any other<br>method and references to a Notice or document include a Notice or document recorded or stored in any digital, electronic, electrical,<br>magnetic or other retrievable form or medium and information in visible form whether having physical substance or not;
---	---
(i)	Section 8 and Section 19 of the Electronic Transactions Act of the Cayman Islands, as amended from time<br>to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these<br>Articles;
---	---
(j)	references to the right of a Member to speak at an electronic meeting or a hybrid meeting shall include<br>the right to raise questions or make statements to the chairman of the meeting, verbally or in written form, by means of electronic facilities.<br>Such a right shall be deemed to have been duly exercised if the questions or statements may be heard or seen by all or only some of the<br>persons present at the meeting (or only by the chairman of the meeting) in which event the chairman of the meeting shall relay the questions<br>raised or the statements made verbatim to all persons present at the meeting, either orally or in writing using electronic facilities;
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(k)	a reference to a meeting: (a) shall mean a meeting convened and held in any manner permitted by these Articles<br>and any Member or Director attending and participating at a meeting by means of electronic facilities shall be deemed to be present at<br>that meeting for all purposes of the Statutes and these Articles, and attend, participate, attending, participating, attendance and participation<br>shall be construed accordingly, and (b) shall, where the context is appropriate, include a meeting that has been postponed by the Board<br>pursuant to Article 64E;
---	---
(l)	references to a person’s participation in the business of a general meeting include without limitation<br>and as relevant the right (including, in the case of a corporation, through a duly authorised representative) to speak or communicate,<br>vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Statutes or<br>these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed<br>accordingly;
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(m)	references to electronic facilities include, without limitation, website addresses, webinars, webcast,<br>video or any form of conference call systems (telephone, video, web or otherwise);
---	---
(o)	unless the context otherwise requires, any reference to “print”, “printed”, or<br>“printed copy” and “printing” shall be deemed to include electronic versions or electronic copies;
---	---
(p)	any reference to the term “place” within these Articles shall be construed as applicable only<br>in contexts where a physical location is required or relevant. Any reference to a “place” for the delivery, receipt, or payment<br>of monies, whether by the Company or by Members, shall not preclude the use of electronic means for such delivery, receipt, or payment.<br>For the avoidance of doubt, references to a “place” in the context of meetings shall include physical, electronic, or hybrid<br>meeting formats, as permitted by applicable laws and regulations. Notices of meetings, adjournments, postponements, or any other references<br>to a “place” shall be interpreted to include virtual platforms or electronic means of communication where applicable. Where<br>the term “place” is out of context, unnecessary, or not applicable, such reference shall be disregarded without affecting the<br>validity or interpretation of the relevant provision.
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SHARE CAPITAL

3. (1) The share capital of the Company at the date on which these Articles come into effect shall be HK$380,000 divided into 3,800,000,000 shares of a par value of HK$0.0001 each comprising (a) 2,000,000,000 Class A Ordinary Shares of a par value of HK$0.0001 each, (b) 1,000,000,000 Class B Ordinary Shares of a par value of HK$0.0001 each and (c) 800,000,000 preferred shares of a par value of HK$0.0001 each.

(2) Subject to the Act, the Company’s Memorandum and Articles of Association and, where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory authority, any power of the Company to purchase or otherwise acquire its own shares shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it thinks fit.

(3) Subject to compliance with the rules and regulations of the Designated Stock Exchange and any other competent regulatory authority, the Company may give financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the Company.

(4) The Board may accept the surrender for no consideration of any fully paid share.

(5) No share shall be issued to bearer.

ALTERATION OF CAPITAL

4. (1) The Company may from time to time by ordinary resolution in accordance with the Act alter the conditions of its Memorandum of Association to:

(a)	increase its capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe;
(b)	consolidate and divide all or any of its capital into shares of larger amount than its existing shares;
---	---
(c)	without prejudice to the powers of the Board under Article 12, divide its shares into several classes<br>and without prejudice to any special rights previously conferred on the holders of existing shares attach thereto respectively any preferential,<br>deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination by the<br>Company in general meeting, as the Directors may determine provided always that, for the avoidance of doubt, where a class of shares has<br>been authorized by the Company no resolution of the Company in general meeting is required for the issuance of shares of that class and<br>the Directors may issue shares of that class and determine such rights, privileges, conditions or restrictions attaching thereto as aforesaid,<br>and further provided that where the Company issues shares which do not carry voting rights, the words “non-voting” shall appear<br>in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class<br>of shares, other than those with the most favourable voting rights, must include the words “restricted voting” or “limited<br>voting”;
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| - 8 - | *Filed: 27-Jan-2026 08:00 EST* |

---	---
(d)	sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum of<br>Association (subject, nevertheless, to the Act), and may by such resolution determine that, as between the holders of the shares resulting<br>from such sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions<br>as compared with the other or others as the Company has power to attach to unissued or new shares;
---	---
(e)	cancel any shares which, at the date of the passing of the resolution, have not been taken, or agreed<br>to be taken, by any person, and diminish the amount of its capital by the amount of the shares so cancelled or, in the case of shares,<br>without par value, diminish the number of shares into which its capital is divided.
---	---

(2) No alteration may be made of the kind contemplated by Article 4(1), or otherwise, to the par value of the Class A Ordinary Shares or the Class B Ordinary Shares unless an identical alteration is made to the par value of the Class B Ordinary Shares or the Class A Ordinary Shares, as the case may be.

5. The Board may settle as it considers expedient any difficulty which arises in relation to any consolidation and division under the last preceding Article and in particular but without prejudice to the generality of the foregoing may issue certificates in respect of fractions of shares or arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the Members who would have been entitled to the fractions, and for this purpose the Board may authorise some person to transfer the shares representing fractions to their purchaser or resolve that such net proceeds be paid to the Company for the Company’s benefit. Such purchaser will not be bound to see to the application of the purchase money nor will his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

6. The Company may from time to time by special resolution, subject to any confirmation or consent required by the Act, reduce its share capital or any capital redemption reserve in any manner permitted by law.

7. Except so far as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be treated as if it formed part of the original capital of the Company, and such shares shall be subject to the provisions contained in these Articles with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, cancellation, surrender, voting and otherwise.

| - 9 - | *Filed: 27-Jan-2026 08:00 EST* |

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SHARE RIGHTS

8. (1) Subject to the provisions of the Act, the rules of the Designated Stock Exchange and the Memorandum and Articles of Association and to any special rights conferred on the holders of any shares or class of shares, and without prejudice to Article 12 hereof, any share in the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or otherwise as the Board may determine, including without limitation on terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.

(2) Subject to the Act, any preferred shares may be issued or converted into shares that, at a determinable date or at the option of the Company or the holder thereof, are to be redeemed or are liable to be redeemed on such terms and in such manner as the Directors may in their absolute discretion determine. Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall be limited to a maximum price as may from time to time be determined by the Board, either generally or with regard to specific purchases. If purchases are by tender, tenders shall comply with applicable laws and the rules of the Designated Stock Exchange.

9. Subject to Article 8(1), the Memorandum of Association and any resolution of the Members to the contrary and without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares, the share capital of the Company shall be divided into shares of two classes, Class A Ordinary Shares and Class B Ordinary Shares immediately upon the effectiveness of these Articles. Class A Ordinary Shares and Class B Ordinary Shares shall carry equal rights and rank pari passu with one another other than as set out below.

(a)	As regards conversion
(i)	Subject to the provisions hereof and to compliance with all fiscal and other laws and regulations applicable<br>thereto, including the Act, a holder of Class B Ordinary Shares shall have the Conversion Right in respect of each Class B Ordinary Share.<br>For the avoidance of doubt, a holder of Class A Ordinary Shares shall have no rights to convert Class A Ordinary Shares into Class B Ordinary<br>Shares under any circumstances.
---	---
(ii)	Each Class B Ordinary Share shall be converted at the option of the holder, at any time after issue and<br>without the payment of any additional sum, into one fully paid Class A Ordinary Share calculated at the Conversion Rate. Such conversion<br>shall take effect on the Conversion Date. A Conversion Notice shall not be effective if it is not accompanied by the share certificates<br>in respect of the relevant Class B Ordinary Shares and such other evidence (if any) as the Directors may reasonably require to prove the<br>title of the person exercising such right (or, if such certificates have been lost or destroyed, such evidence of title and such indemnity<br>as the Directors may reasonably require). Any and all taxes and stamp, issue and registration duties (if any) arising on conversion shall be borne by the holder of<br>Class B Ordinary Shares requesting conversion.
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| - 10 - | *Filed: 27-Jan-2026 08:00 EST* |

---	---
(iii)	On the Conversion Date, every Class B Ordinary Share to be converted shall automatically be re-designated<br>and re-classified as a Class A Ordinary Share with such rights and restrictions attached thereto and shall rank pari passu in all respects<br>with the Class A Ordinary Shares then in issue and the Company shall enter or procure the entry of the name of the relevant holder of<br>Class B Ordinary Shares as the holder of the same number of Class A Ordinary Shares resulting from the conversion of the Class B Ordinary<br>Shares in, and make any other necessary and consequential changes to, the Register of Members and shall procure that certificates in respect<br>of the relevant Class A Ordinary Shares, together with a new certificate for any unconverted Class B Ordinary Shares comprised in the<br>certificate(s) surrendered by the holder of the Class B Ordinary Shares, are issued to the holders thereof.
---	---
(iv)	Until such time as the Class B Ordinary Shares have been converted into Class A Ordinary Shares, the Company<br>shall:
---	---
(1)	at all times keep available for issue and free of all liens, charges, options, mortgages, pledges, claims,<br>equities, encumbrances and other third-party rights of any nature, and not subject to any pre-emptive rights out of its authorised but<br>unissued share capital, such number of authorised but unissued Class A Ordinary Shares as would enable all Class B Ordinary Shares to<br>be converted into Class A Ordinary Shares and any other rights of conversion into, subscription for or exchange into Class A Ordinary<br>Shares to be satisfied in full; and
---	---
(2)	not make any issue, grant or distribution or take any other action if the effect would be that on the<br>conversion of the Class B Ordinary Shares to Class A Ordinary Shares it would be required to issue Class A Ordinary Shares at a price<br>lower than the par value thereof.
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(b)	As regards Voting Rights
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Holders of Ordinary Shares have the right to receive notice of, attend, speak and vote at general meetings of the Company. Holders of shares of Class A Ordinary Shares and Class B Ordinary Shares shall, at all times (other than in respect of separate general meetings of the holders of a class or series of shares held in accordance with Article 10(a) below), vote together as one class on all matters submitted to a vote for Members’ consent. Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at general meetings of the Company, and each Class B Ordinary Share shall be entitled to thirty (30) votes on all matters subject to the vote at general meetings of the Company.

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(c)	As regards Transfer
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Upon any sale, transfer, assignment or disposition of Class B Ordinary Shares by a holder thereof to any person or entity, such Class B Ordinary Shares validly transferred to the new holder shall be automatically and immediately converted into an equal number of Class A Ordinary Shares.

For the avoidance of doubt, (i) a sale, transfer, assignment or disposition shall be effective upon the Company’s registration of such sale, transfer, assignment or disposition in the Company’s Register of Members; and (ii) the creation of any pledge, charge, encumbrance or other third party right of whatever description on any of 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 related 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 upon the Company’s registration of the third party or its designee as a Member holding that number of Class A Ordinary Shares in the Register of Members.

VARIATION OF RIGHTS

10. Subject to the Act and without prejudice to Article 8, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting, all the provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply, but so that:

(a)	separate general meetings of the holders of a class or series of shares may be called only by (i) the<br>Chairman of the Board, or (ii) a majority of the Board (unless otherwise specifically provided by the terms of issue of the shares of<br>such class or series). Nothing in this Article 10 shall be deemed to give any Member or Members the right to call a class or series meeting
(b)	the necessary quorum (whether at a separate general meeting or at its adjourned meeting) shall be a person<br>or persons (or in the case of a Member being a corporation, its duly authorized representative) together holding or representing by proxy<br>not less than one-third in nominal value of the issued shares of that class;
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(b)	every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him; and
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(c)	any holder of shares of the class present in person or by proxy or authorised representative may demand a poll.
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11. The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be varied, modified or abrogated by the creation or issue of further shares ranking pari passu therewith.

12. (1) Subject to the Act, these Articles and, where applicable, the rules of the Designated Stock Exchange and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may in its absolute discretion determine but so that no shares shall be issued at a discount. In particular and without prejudice to the generality of the foregoing, the Board is hereby empowered to authorize by resolution or resolutions from time to time the issuance of one or more classes or series of preferred shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of preferred shares then outstanding) to the extent permitted by Act. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment of any class or series of preferred shares may, to the extent permitted by law, provide that such class or series shall be superior to, rank equally with or be junior to the preferred shares of any other class or series.

(2) Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such allotment, offer, option or shares to Members or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Members affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of members for any purpose whatsoever. Except as otherwise expressly provided in the resolution or resolutions providing for the establishment of any class or series of preferred shares, no vote of the holders of preferred shares of or ordinary shares shall be a prerequisite to the issuance of any shares of any class or series of the preferred shares authorized by and complying with the conditions of the Memorandum and Articles of Association.

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(3) The Board may issue options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of shares or securities in the capital of the Company on such terms as it may from time to time determine.

13. The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the Act. Subject to the Act, the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one and partly in the other.

14. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any fractional part of a share or (except only as otherwise provided by these Articles or by law) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

15. Subject to the Act and these Articles, the Board may at any time after the allotment of shares but before any person has been entered in the Register as the holder, recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Board considers fit to impose.

SHARE CERTIFICATES

16. Every share certificate shall be issued under the Seal or a facsimile thereof and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise be in such form as the Directors may from time to time determine. No certificate shall be issued representing shares of more than one class. The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon.

17. (1) In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of several joint holders shall be sufficient delivery to all such holders.

(2) Where a share stands in the names of two or more persons, the person first named in the Register shall as regards service of notices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the shares, be deemed the sole holder thereof.

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18. Every person whose name is entered, upon an allotment of shares, as a Member in the Register shall be entitled, without payment, to receive one certificate for all such shares of any one class or several certificates each for one or more of such shares of such class upon payment for every certificate after the first of such reasonable out-of-pocket expenses as the Board from time to time determines.

19. Share certificates shall be issued within the relevant time limit as prescribed by the Act or as the Designated Stock Exchange may from time to time determine, whichever is the shorter, after allotment or, except in the case of a transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgment of a transfer with the Company.

20. (1) Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued to the transferee in respect of the shares transferred to him at such fee as is provided in paragraph (2) of this Article. If any of the shares included in the certificate so given up shall be retained by the transferor a new certificate for the balance shall be issued to him at the aforesaid fee payable by the transferor to the Company in respect thereof.

(2) The fee referred to in paragraph (1) above shall be an amount not exceeding the relevant maximum amount as the Designated Stock Exchange may from time to time determine provided that the Board may at any time determine a lower amount for such fee.

21. 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 Member upon request and on payment of such fee as the Company may determine and, subject to compliance with such terms (if any) as to evidence and indemnity and to payment of the costs and reasonable out-of-pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of damage or defacement, on delivery of the old certificate to the Company provided always that where share warrants have been issued, no new share warrant shall be issued to replace one that has been lost unless the Board has determined that the original has been destroyed.

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LIEN

22. The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company shall also have a first and paramount lien on every share (not being a fully paid share) registered in the name of a Member (whether or not jointly with other Members) for all amounts of money presently payable by such Member or his estate to the Company whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Member or his estate and any other person, whether a Member of the Company or not. The Company’s lien on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article.

23. Subject to these Articles, the Company may sell in such manner as the Board determines any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged nor until the expiration of fourteen (14) clear days after a notice in writing, stating and demanding payment of the sum presently payable, or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving notice of the intention to sell in default, has been served on the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy.

24. The net proceeds of the sale shall be received by the Company and applied in or towards payment or discharge of the debt or liability in respect of which the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the person entitled to the share at the time of the sale. To give effect to any such sale the Board may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares so transferred 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 relating to the sale.

CALLS ON SHARES

25. Subject to these Articles and to the terms of allotment, the Board may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium), and each Member shall (subject to being given at least fourteen (14) clear days’ Notice specifying the time and place of payment) pay to the Company as required by such notice the amount called on his shares. A call may be extended, postponed or revoked in whole or in part as the Board determines but no member shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour.

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26. A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be made payable either in one lump sum or by instalments.

27. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made. The joint holders of a share shall be jointly and severally liable to pay all calls and instalments due in respect thereof or other moneys due in respect thereof.

28. 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 on the amount unpaid from the day appointed for payment thereof to the time of actual payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board may determine, but the Board may in its absolute discretion waive payment of such interest wholly or in part.

29. No Member shall be entitled to receive any dividend or bonus or to be present and vote (save as proxy for another Member) at any general meeting either personally or by proxy, or be reckoned in a quorum, or exercise any other privilege as a Member until all calls or instalments due by him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid.

30. On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the Member sued is entered in the Register as the holder, or one of the holders, of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book, and that notice of such call was duly given to the Member sued, in pursuance of these Articles; and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

31. Any amount payable in respect of a share upon allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call duly made and payable on the date fixed for payment and if it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and notified.

32. On the issue of shares the Board may differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.

33. The Board may, if it thinks fit, receive from any Member willing to advance the same, and either in money or money’s worth, all or any part of the moneys uncalled and unpaid or instalments payable upon any shares held by him and upon all or any of the moneys so advanced (until the same would, but for such advance, become presently payable) pay interest at such rate (if any) as the Board may decide. The Board may at any time repay the amount so advanced upon giving to such Member not less than one month’s Notice of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. Such payment in advance shall not entitle the holder of such share or shares to participate in respect thereof in a dividend subsequently declared.

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FORFEITURE OF SHARES

34. (1) If a call remains unpaid after it has become due and payable the Board may give to the person from whom it is due not less than fourteen (14) clear days’ Notice:

(a)	requiring payment of the amount unpaid together with any interest which may have accrued and which may<br>still accrue up to the date of actual payment; and
(b)	stating that if the Notice is not complied with the shares on which the call was made will be liable to<br>be forfeited.
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(2) If the requirements of any such Notice are not complied with, any share in respect of which such Notice has been given may at any time thereafter, before payment of all calls and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect, and such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share but not actually paid before the forfeiture.

35. When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share. No forfeiture shall be invalidated by any omission or neglect to give such Notice.

36. The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Articles to forfeiture will include surrender.

37. Any share so forfeited shall be deemed the property of the Company and may be sold, re-allotted or otherwise disposed of to such person, upon such terms and in such manner as the Board determines, and at any time before a sale, re-allotment or disposition the forfeiture may be annulled by the Board on such terms as the Board determines.

38. A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares but nevertheless shall remain liable to pay the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares, with (if the Directors shall in their discretion so require) interest thereon from the date of forfeiture until payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board determines. The Board may enforce payment thereof if it thinks fit, and without any deduction or allowance for the value of the forfeited shares, at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. For the purposes of this Article any sum which, by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the share or by way of premium, shall notwithstanding that time has not yet arrived be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment.

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39. A declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share, and such declaration shall (subject to the execution of an instrument of transfer by the Company if necessary) constitute a good title to the share, and the person to whom the share is disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the consideration (if any), nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture, sale or disposal of the share. When any share shall have been forfeited, notice of the declaration shall be given to the Member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry.

40. Notwithstanding any such forfeiture as aforesaid, the Board may at any time, before any shares so forfeited shall have been sold, re-allotted or otherwise disposed of, permit the shares forfeited to be bought back upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the share, and upon such further terms (if any) as it thinks fit.

41. The forfeiture of a share shall not prejudice the right of the Company to any call already made or instalment payable thereon.

42. 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 payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

43. (1) The Company shall keep in one or more books a Register of its Members and shall enter therein the following particulars, that is to say:

(a)	the name and address of each Member, the number and class of shares held by him and the amount paid or agreed to be considered as<br>paid on such shares;
(b)	the date on which each person was entered in the Register; and
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(c)	the date on which any person ceased to be a Member.
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(2) The Company may keep an overseas or local or other branch register of Members resident in any place, and the Board may make and vary such regulations as it determines in respect of the keeping of any such register and maintaining a Registration Office in connection therewith.

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44. The Register and branch register of Members, as the case may be, shall be open to inspection for such times and on such days as the Board shall determine by Members without charge or by any other person, upon a maximum payment of $2.50 or such other sum specified by the Board, at the Office or Registration Office or such other place at which the Register is kept in accordance with the Act. The Register including any overseas or local or other branch register of Members may, after compliance with any notice requirement of the Designated Stock Exchange , be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares.

RECORD DATES

45. For the purpose of determining the Members entitled to notice of or to vote at any general meeting, or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of shares or for the purpose of any other lawful action, the Board may fix, in advance, a date as the record date for any such determination of Members, which date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other such action.

If the Board does not fix a record date for any general meeting, the record date for determining the Members entitled to a notice of or to vote at such meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if in accordance with these Articles notice is waived, at the close of business on the day next preceding the day on which the meeting is held. The record date for determining the Members for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

A determination of the Members of record entitled to notice of or to vote at a meeting of the Members shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

TRANSFER OF SHARES

46. Subject to these Articles, including, without limitation, in the case of Class B Ordinary Shares, Article 9(c), any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a clearing house or a central depository house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to time.

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47. The instrument of transfer shall be executed by or on behalf of the transferor and the transferee provided that the Board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. Without prejudice to the last preceding Article, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.

48. (1) The Board may, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any share (not being a fully paid up share) to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality, refuse to register a transfer of any share to more than four joint holders or a transfer of any share (not being a fully paid up share) on which the Company has a lien.

(2) The Board in so far as permitted by any applicable law may, in its absolute discretion, at any time and from time to time transfer any share upon the Register to any branch register or any share on any branch register to the Register or any other branch register. In the event of any such transfer, the shareholder requesting such transfer shall bear the cost of effecting the transfer unless the Board otherwise determines.

(3) Unless the Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute discretion may from time to time determine, and which agreement the Board shall, without giving any reason therefor, be entitled in its absolute discretion to give or withhold), no shares upon the Register shall be transferred to any branch register nor shall shares on any branch register be transferred to the Register or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register, at the relevant Registration Office, and, in the case of any shares on the Register, at the Office or such other place at which the Register is kept in accordance with the Act.

49. Without limiting the generality of the last preceding Article, the Board may decline to recognise any instrument of transfer unless:-

(a)	a fee of such maximum sum as the Designated Stock Exchange may determine to be payable or such lesser<br>sum as the Board may from time to time require is paid to the Company in respect thereof;
(b)	the instrument of transfer is in respect of only one class of share;
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(c)	the instrument of transfer is lodged at the Office or such<br> other place at which the Register is kept in accordance with the Act or the Registration Office (as the case may be) accompanied by<br> the relevant share certificate(s) and such other evidence as the Board may reasonably<br>require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person<br>on his behalf, the authority of that person so to do); and
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(d)	if applicable, the instrument of transfer is duly and properly stamped.
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50. If the Board refuses to register a transfer of any share, it shall, within three months after the date on which the transfer was lodged with the Company, send to each of the transferor and transferee notice of the refusal.

51. The registration of transfers of shares or of any class of shares may, after compliance with any notice requirement of the Designated Stock Exchange, be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine.

TRANSMISSION OF SHARES

52. If a Member dies, the survivor or survivors where the deceased was a joint holder, and his legal personal representatives where he was a sole or only surviving holder, will be the only persons recognised by the Company as having any title to his interest in the shares; but nothing in this Article will release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share which had been solely or jointly held by him.

53. Any person becoming entitled to a share in consequence of the death or bankruptcy or winding-up of a Member may, upon such evidence as to his title being produced as may be required by the Board, elect either to become the holder of the share or to have some person nominated by him registered as the transferee thereof. If he elects to become the holder he shall notify the Company in writing either at the Registration Office or Office, as the case may be, to that effect. If he elects to have another person registered he shall execute a transfer of the share in favour of that person. The provisions of these Articles relating to the transfer and registration of transfers of shares shall apply to such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer signed by such Member.

54. A person becoming entitled to a share by reason of the death or bankruptcy or winding-up of a Member shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share. However, the Board may, if it thinks fit, withhold the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered holder of the share or shall have effectually transferred such share, but, subject to the requirements of Article 75(2) being met, such a person may vote at meetings.

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UNTRACEABLE MEMBERS

55. (1) Without prejudice to the rights of the Company under paragraph (2) of this Article, the Company may cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered.

(2) The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a Member who is untraceable, but no such sale shall be made unless:

(a)	all cheques or warrants in respect of dividends of the shares in question, being not less than three in<br>total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner<br>authorised by the Articles of the Company have remained uncashed;
(b)	so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant<br>period received any indication of the existence of the Member who is the holder of such shares or of a person entitled to such shares<br>by death, bankruptcy or operation of law; and
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(c)	the Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange,<br>has given notice to, and caused advertisement in newspapers to be made in accordance with the requirements of, the Designated Stock Exchange<br>of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three months or such shorter<br>period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.
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For the purpose of the foregoing, the “relevant period” means the period commencing twelve (12) years before the date of publication of the advertisement referred to in paragraph (c) of this Article and ending at the expiry of the period referred to in that paragraph.

(3) To give effect to any such sale the Board may authorise some person to transfer the said shares and an instrument of transfer signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser 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 relating to the sale. The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Article shall be valid and effective notwithstanding that the Member holding the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.

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GENERAL MEETINGS

56. An annual general meeting of the Company shall be held in each year other than the year in which these Articles were adopted at such time and place as may be determined by the Board.

57. Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting. All general meetings (including an annual general meeting, any adjourned meeting or postponed meeting) may be held as a physical meeting in any part of the world and at one or more locations as provided in Article 64A, as a hybrid meeting or as an electronic meeting, as may be determined by the Board in its absolute discretion.

58. (1) A (i) majority of the Board or (ii) the Chairman of the Board or (iii) any Director, where required to give effect to a requisition received under Article 58(2), may call extraordinary general meetings, which extraordinary general meetings shall be held at such times and locations (as permitted hereby) as such person or persons shall determine.

(2) Any one or more Members holding at the date of deposit of the requisition not less than one-third of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business permitted by Article 58(3) as specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

(3) A meeting requisitioned under Article 58(2) shall not be permitted to consider or vote upon (1) any resolutions with respect to the election, appointment or removal of Directors or with respect to the size of the Board, unless such proposal is first approved by the Nomination Committee of the Board; or (2) any Special Resolutions or any matters required to be passed by way of Special Resolution pursuant to these Articles or the Act.

(4) Other than by way of requisition under Article 58(2), Members have no right to propose resolutions or other business to be considered and voted upon at any general meeting of the Company.

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NOTICE OF GENERAL MEETINGS

59. (1) An annual general meeting and any extraordinary general meeting may be called by not less than ten (10) clear days’ Notice but a general meeting may be called by shorter notice, subject to the Act, if it is so agreed:

(a)	in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and<br>vote thereat; and
(b)	in the case of any other meeting, by a majority in number of the Members having the right to attend and<br>vote at the meeting, being a majority together holding not less than ninety-five per cent. (95%) in nominal value of the issued shares<br>giving that right.
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(2) The Notice shall specify (a) the time and date of the meeting, (b) save for an electronic meeting, the place of the meeting and if there is more than one meeting location as determined by the Board pursuant to Article 64A, the principal place of the meeting (the “Principal Meeting Place”), (c) if the general meeting is to be a hybrid meeting or an electronic meeting, the Notice shall include a statement to that effect and with details of the electronic facilities for attendance and participation by electronic means at the meeting or where such details will be made available by the Company prior to the meeting, and (d) particulars of resolutions to be considered at the meeting. The Notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such Notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors.

60. The accidental omission to give Notice of a meeting or (in cases where instruments of proxy are sent out with the Notice) to send such instrument of proxy to, or the non-receipt of such Notice or such instrument of proxy by, any person entitled to receive such Notice shall not invalidate any resolution passed or the proceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

61.	(1)	All business shall be deemed special that is transacted at an extraordinary general meeting, and also<br>all business that is transacted at an annual general meeting, with the exception of the election of Directors.
(2)	No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present<br>at the commencement of the business. At any general meeting of the Company, two (2) Members entitled to vote and present in person or<br>by proxy or (in the case of a Member being a corporation) by its duly authorised representative representing not less than one-third<br>in nominal value of the total issued voting shares in the Company throughout the meeting shall form a quorum for all purposes.
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62. If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after 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 place or to such time and place as the Board may determine. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the meeting shall be dissolved.

63. The chairman of the Company shall preside as chairman at every general meeting. If at any meeting the chairman is not present within fifteen (15) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members present in person or by proxy and entitled to vote shall elect one of their number to be chairman.

64. Subject to Article 64C, the chairman may (without the consent of the meeting) or shall at the direction of the meeting, adjourn the meeting from time to time (or indefinitely) and/or from place to place(s) and/or from one form to another (a physical meeting, a hybrid meeting or an electronic meeting), but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ Notice of the adjourned meeting shall be given specifying details set out in Article 59(2) but it shall not be necessary to specify in such Notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give Notice of an adjournment.

64A. (1) The Board may, at its absolute discretion, arrange for persons entitled to attend a general meeting to do so by simultaneous attendance and participation by means of electronic facilities at such location or locations (“Meeting Location(s)”) determined by the Board at its absolute discretion. Any Member or any proxy attending and participating in such way or any Member or proxy attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities is deemed to be present at and shall be counted in the quorum of the meeting.

(2) All general meetings are subject to the following and, where appropriate, all references to a “Member” or “Members” in this sub-paragraph (2) shall include a proxy or proxies respectively:

(a)

where a Member is attending a Meeting Location and/or in the case of a hybrid meeting, the meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place;

(b)

Members present in person or by proxy at a Meeting Location and/or Members attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities shall be counted in the quorum for and entitled to vote at the meeting in question, and that meeting shall be duly constituted and its proceedings valid provided that the chairman of the meeting is satisfied that adequate electronic facilities are available throughout the meeting to ensure that Members at all Meeting Locations and Members participating in an electronic meeting or a hybrid meeting by means of electronic facilities are able to participate in the business for which the meeting has been convened;

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(c)	where Members attend a meeting by being present at one of the Meeting Locations and/or where Members participating<br>in an electronic meeting or a hybrid meeting by means of electronic facilities, a failure (for any reason) of the electronic facilities<br>or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal<br>Meeting Place to participate in the business for which the meeting has been convened or in the case of an electronic meeting or a hybrid<br>meeting, the inability of one or more Members or proxies to access, or continue to access, the electronic facilities despite adequate<br>electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed,<br>or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting;<br>and
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(d)	if any of the Meeting Locations is not in the same jurisdiction as the Principal Meeting Place and/or<br>in the case of a hybrid meeting, the provisions of these Articles concerning the service and giving of Notice for the meeting, and the<br>time for lodging proxies, shall apply by reference to the Principal Meeting Place; and in the case of an electronic meeting, the time<br>for lodging proxies shall be as stated in the Notice for the meeting.
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64B. The Board and, at any general meeting, the chairman of the meeting may from time to time make arrangements for managing attendance and/or participation and/or voting at the Principal Meeting Place, any Meeting Location(s) and/or participation in an electronic meeting or a hybrid meeting by means of electronic facilities (whether involving the issue of tickets or some other means of identification, passcode, seat reservation, electronic voting or otherwise) as it shall in its absolute discretion consider appropriate, and may from time to time change any such arrangements, provided that a Member who, pursuant to such arrangements, is not entitled to attend, in person or by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations; and the entitlement of any Member so to attend the meeting or adjourned meeting or postponed meeting at such Meeting Location or Meeting Locations shall be subject to any such arrangement as may be for the time being in force and by the Notice of meeting or adjourned meeting or postponed meeting stated to apply to the meeting.

64C. If it appears to the chairman of the general meeting that:

(a)	the electronic facilities at the Principal Meeting Place or at such other Meeting Location(s) at which the meeting<br>may be attended have become inadequate for the purposes referred to in Article 64A(1) or are otherwise not sufficient to allow the meeting<br>to be conducted substantially in accordance with the provisions set out in the Notice of the meeting; or

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(b)	in the case of an electronic meeting or a hybrid meeting, electronic facilities being made available by<br>the Company have become inadequate; or
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(c)	it is not possible to ascertain the view of those present or to give all persons entitled to do so a reasonable<br>opportunity to communicate and/or vote at the meeting; or
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(d)	there is violence or the threat of violence, unruly behaviour or other disruption occurring at the meeting<br>or it is not possible to secure the proper and orderly conduct of the meeting;
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then, without prejudice to any other power which the chairman of the meeting may have under these Articles or at common law, the chairman may, at his/her absolute discretion, without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment for indefinite period). All business conducted at the meeting up to the time of such adjournment shall be valid.

64D. The Board and, at any general meeting, the chairman of the meeting may make any arrangement and impose any requirement or restriction the Board or the chairman of the meeting, as the case may be, considers appropriate to ensure the security and orderly conduct of a meeting (including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place, determining the number and frequency of and the time allowed for questions that may be raised at a meeting). Members shall also comply with all requirements or restrictions imposed by the owner of the premises at which the meeting is held. Any decision made under this Article shall be final and conclusive and a person who refuses to comply with any such arrangements, requirements or restrictions may be refused entry to the meeting or ejected (physically or electronically) from the meeting.

64E. If, after the sending of Notice of a general meeting but before the meeting is held, or after the adjournment of a meeting but before the adjourned meeting is held (whether or not Notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time or place or by means of electronic facilities specified in the Notice calling the meeting, they may change or postpone the meeting to another date, time and/or place and/or change the electronic facilities and/or change the form of the meeting (a physical meeting, an electronic meeting or a hybrid meeting) without approval from the Members. Without prejudice to the generality of the foregoing, the Directors shall have the power to provide in every Notice calling a general meeting the circumstances in which a postponement of the relevant general meeting may occur automatically without further notice, including without limitation where a number 8 or higher typhoon signal, black rainstorm warning or other similar event is in force at any time on the day of the meeting. This Article shall be subject to the following:

(a)	when a meeting is so postponed, the Company shall endeavour to post a Notice of such postponement on the<br>Company’s website as soon as practicable (provided that failure to post such a Notice shall not affect the automatic postponement<br>of a meeting);

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(b)	when only the form of the meeting or electronic facilities specified in the Notice are changed, the Board<br>shall notify the Members of details of such change in such manner as the Board may determine;
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(c)	when a meeting is postponed or changed in accordance with this Article, subject to and without prejudice<br>to Article 64, unless already specified in the original Notice of the meeting, the Board shall fix the date, time, place (if applicable)<br>and electronic facilities (if applicable) for the postponed or changed meeting and shall notify the Members of such details in such manner<br>as the Board may determine; further all proxy forms shall be valid (unless revoked or replaced by a new proxy) if they are received as<br>required by these Articles not less than 48 hours before the time of the postponed meeting; and
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(d)	Notice of the business to be transacted at the postponed or changed meeting shall not be required, nor<br>shall any accompanying documents be required to be recirculated, provided that the business to be transacted at the postponed or changed<br>meeting is the same as that set out in the original Notice of general meeting circulated to the Members.
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64F. All persons seeking to attend and participate in an electronic meeting or a hybrid meeting shall be responsible for maintaining adequate facilities to enable them to do so. Subject to Article 64C, any inability of a person or persons to attend or participate in a general meeting by way of electronic facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting.

64G. Without prejudice to other provisions in Article 64, a physical meeting may also be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

65. If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a special resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.

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VOTING

66. (1) Holders of Ordinary Shares have the right to receive notice of, attend, speak and vote at general meetings of the Company. Except as required by applicable law and subject to these Articles (including without limitation Article 10(a)), holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all matters submitted to a vote of the Shareholders. Votes (whether on a show of hands or by way of poll) may be cast by such means, electronic or otherwise, as the Directors or the chairman of the meeting may determine.

(2) Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a show of hands:

(a)

every Member holding Class A Ordinary Shares present in person (or being a corporation, is present by a duly authorised representative), or by proxy shall have one vote for every fully paid Class A Ordinary Share of which he is the holder and on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid Class A Ordinary Share of which he is the holder; and

(b)

every Member holding Class B Ordinary Shares present in person (or being a corporation, is present by a duly authorised representative), or by proxy shall have thirty (30) votes for every fully paid Class B Ordinary Share of which he is the holder and on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have thirty (30) votes for every fully paid Class B Ordinary Share of which he is the holder.

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(3) No amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share.

(4) Notwithstanding anything contained in these Articles, where more than one proxy is appointed by a Member which is a clearing house or a central depository house (or its nominee(s)), each such proxy shall have one vote on a show of hands. A resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by the chairman of such meeting or by any one Member present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting. A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a Member.

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67. Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution.

68. If a poll is duly demanded the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. There shall be no requirement for the chairman to disclose the voting figures on a poll.

69. A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken in such manner (including the use of ballot or voting papers or tickets) and either forthwith or at such time (being not later than thirty (30) days after the date of the demand) and place as the chairman directs. It shall not be necessary (unless the chairman otherwise directs) for notice to be given of a poll not taken immediately.

70. The demand for a poll shall not prevent the continuance of a meeting or the transaction of any business other than the question on which the poll has been demanded, and, with the consent of the chairman, it may be withdrawn at any time before the close of the meeting or the taking of the poll, whichever is the earlier.

On a poll votes may be given either personally or by proxy.

72. A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.

73. All questions submitted to a meeting shall be decided by a simple majority of votes except where a greater majority is required by these Articles or by the Act. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of such meeting shall be entitled to a second or casting vote in addition to any other vote he may have.

74. Where there are joint holders of any share any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by 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 in respect of the joint holding. Several executors or administrators of a deceased Member in whose name any share stands shall for the purposes of this Article be deemed joint holders thereof.

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75. (1) A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Office, head office or Registration Office, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting or poll, as the case may be.

(2) Any person entitled under Article 53 to be registered as the holder of any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that forty-eight (48) hours at least before the time of the holding of the meeting or adjourned meeting, as the case may be, at which he proposes to vote, he shall satisfy the Board of his entitlement to such shares, or the Board shall have previously admitted his right to vote at such meeting in respect thereof.

76. No Member shall, unless the Board otherwise determines, be entitled to attend and vote and to be reckoned in a quorum at any general meeting unless he is duly registered and all calls or other sums presently payable by him in respect of shares in the Company have been paid.

(a)	any objection shall be raised to the qualification of any voter; or
(b)	any votes have been counted which ought not to have been counted or which might have been rejected; or
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(c)	any votes are not counted which ought to have been counted;
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the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.

PROXIES

78. Any Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise.

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79. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.

80. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate) not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

81. Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided that this shall not preclude the use of the two-way form) and the Board may, if it thinks fit, send out with the notice of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

82. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Office or the Registration Office (or such other place as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other document sent therewith) two hours at least before the commencement of the meeting or adjourned meeting, or the taking of the poll, at which the instrument of proxy is used.

83. Anything which under these Articles a Member may do by proxy he may likewise do by his duly appointed attorney and the provisions of these Articles relating to proxies and instruments appointing proxies shall apply mutatis mutandis in relation to any such attorney and the instrument under which such attorney is appointed.

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CORPORATIONS ACTING BY REPRESENTATIVES

84. (1) Any corporation which is a Member may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or at any meeting of any class of Members. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual Member and such corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present thereat.

(2) If a clearing house (or its nominee(s)) or a central depository entity, being a corporation, is a Member, it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house or central depository entity (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house or a central depository entity (or its nominee(s)) including the right to vote individually on a show of hands.

(3) Any reference in these Articles to a duly authorised representative of a Member being a corporation shall mean a representative authorised under the provisions of this Article.

NO ACTION BY WRITTEN RESOLUTIONS OF MEMBERS

85. Any action required or permitted to be taken at any annual or extraordinary general meetings of the Company may be taken only upon the vote of the Members at an annual or extraordinary general meeting duly noticed and convened in accordance with these Articles and the Act and may not be taken by written resolution of Members without a meeting.

BOARD OF DIRECTORS

86. (1) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than two (2). There shall be no maximum number of Directors unless otherwise determined from time to time by the Board. The Directors shall be elected or appointed in the first place by the subscribers to the Memorandum of Association or by a majority of them and thereafter in accordance with Article 87 and shall hold office until their successors are elected or appointed.

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(2) Subject to the Articles and the Act, the Company may by ordinary resolution elect any person to be a Director either to fill a casual vacancy or as an addition to the existing Board.

(3) The Directors shall have the power from time to time and at any time to appoint any person as a Director to fill a casual vacancy on the Board or as an addition to the existing Board.

(4) No Director shall be required to hold any shares of the Company by way of qualification and a Director who is not a Member shall be entitled to receive notice of and to attend and speak at any general meeting of the Company and of all classes of shares of the Company.

(5) Subject to any provision to the contrary in these Articles, a Director may be removed by way of an ordinary resolution of the Members at any time before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement).

(6) A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (5) above may be filled by the election or appointment by ordinary resolution of the Members at the meeting at which such Director is removed or by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting.

(7) The Board may from time to time by resolution increase or reduce the number of Directors but so that the number of Directors shall never be less than two (2).

RETIREMENT OF DIRECTORS

87. (1) Notwithstanding any other provisions in the Articles, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not greater than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years.

(2) A retiring Director shall be eligible for re-election by ordinary resolution of the members of the Company. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

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88. Unless otherwise provided by the rules of the Designated Stock Exchange, no person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting, unless a Notice signed by a Member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a Notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the Registration Office provided that the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that (if the Notices are submitted after the despatch of the notice of the general meeting appointed for such election) the period for lodgment of such Notice(s) shall commence on the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.

DISQUALIFICATION OF DIRECTORS

The office of a Director shall be vacated if the Director:

(1) resigns his office by notice in writing delivered to the Company at the Office or tendered at a meeting of the Board;

(2) becomes of unsound mind or dies;

(3) without special leave of absence from the Board, is absent from meetings of the Board for six consecutive months and the Board resolves that his office be vacated; or

(4) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;

(5) is prohibited by law from being a Director; or

(6) ceases to be a Director by virtue of any provision of the Statutes or is removed from office pursuant to these Articles.

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ALTERNATE DIRECTORS

90. Any Director may at any time by Notice delivered to the Office or head office or at a meeting of the Directors appoint any person (including another Director) to be his alternate Director. Any person so appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. An alternate Director may be removed at any time by the body which appointed him and, subject thereto, the office of alternate Director shall continue until the happening of any event which, if we were a Director, would cause him to vacate such office or if his appointer ceases for any reason to be a Director. Any appointment or removal of an alternate Director shall be effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shall, if his appointor so requests, be entitled to receive notices of meetings of the Board or of committees of the Board to the same extent as, but in lieu of, the Director appointing him and shall be entitled to such extent to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to exercise and discharge all the functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he were a Director save that as an alternate for more than one Director his voting rights shall be cumulative.

91. An alternate Director shall only be a Director for the purposes of the Act and shall only be subject to the provisions of the Act insofar as they relate to the duties and obligations of a Director when performing the functions of the Director for whom he is appointed in the alternative and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for the Director appointing him. An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified by the Company to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company any fee in his capacity as an alternate Director except only such part, if any, of the remuneration otherwise payable to his appointor as such appointor may by Notice to the Company from time to time direct.

92. Every person acting as an alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own vote if he is also a Director). If his appointor is for the time being absent from the People’s Republic of China or otherwise not available or unable to act, the signature of an alternate Director to any resolution in writing of the Board or a committee of the Board of which his appointor is a member shall, unless the notice of his appointment provides to the contrary, be as effective as the signature of his appointor.

93. An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director, however, such alternate Director or any other person may be re-appointed by the Directors to serve as an alternate Director PROVIDED always that, if at any meeting any Director retires but is re-elected at the same meeting, any appointment of such alternate Director pursuant to these Articles which was in force immediately before his retirement shall remain in force as though he had not retired.

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DIRECTORS’ FEES AND EXPENSES

94. Subject to the rules of the Designated Exchange, the Directors shall receive such remuneration as the Board may from time to time determine.

95. Each Director shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class of shares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director.

96. Any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Article.

97. Subject to the rules of the Designated Exchange, the Board may, without the approval of the Company in general meeting, make payments to any Director or past Director of the Company by way of compensation for loss of office, or as consideration for or in connection with his retirement from office (not being payment to which the Director is contractually entitled).

DIRECTORS’ INTERESTS

A Director may:

(a)

hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine. Any remuneration (whether by way of salary, commission, participation in profits or otherwise) paid to any Director in respect of any such other office or place of profit shall be in addition to any remuneration provided for by or pursuant to any other Article;

(b)

act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm may be remunerated for professional services as if he were not a Director;

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(c)

continue to be or become a director, or other officer or member of any other company promoted by the Company or in which the Company may be interested as a vendor, shareholder or otherwise and (unless otherwise agreed) no such Director shall be accountable for any remuneration, profits or other benefits received by him as a director, or other officer or member of or from his interests in any such other company. Subject as otherwise provided by these Articles the Directors may exercise or cause to be exercised the voting powers conferred by the shares in any other company held or owned by the Company, or exercisable by them as Directors of such other company in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors, or other officers of such company) or voting or providing for the payment of remuneration to the director, or other officers of such other company and any Director may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or about to be, appointed a director, or other officer of such a company, and that as such he is or may become interested in the exercise of such voting rights in manner aforesaid.

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Notwithstanding the foregoing, no “Independent Director” as defined in Designated Stock Exchange Rules or in Rule 10A-3 under the Exchange Act, and with respect of whom the Board has determined constitutes an “Independent Director” for purposes of compliance with applicable law or the Company’s listing requirements, shall without the consent of the Audit Committee take any of the foregoing actions or any other action that would reasonably be likely to affect such Director’s status as an “Independent Director” of the Company.

99. Subject to the Act and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatever, nor shall any such contract or any other contract or arrangement 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 or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established provided that such Director shall disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Article 100 herein. Any such transaction that would reasonably be likely to affect a Director’s status as an “Independent Director”, or that would constitute a “related party transaction” as defined by Item 7.N of Form 20F promulgated by the SEC, shall require the approval of the Audit Committee.

100. A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Board at which the question of entering into the contract or arrangement is first considered, if he knows his interest then exists, or in any other case at the first meeting of the Board after he knows that he is or has become so interested. For the purposes of this Article, a general Notice to the Board by a Director to the effect that:

(a)	he is a member or officer of a specified company or firm and is to be regarded as interested in any contract<br>or arrangement which may after the date of the Notice be made with that company or firm; or

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(b)	he is to be regarded as interested in any contract or arrangement which may after the date of the Notice<br>be made with a specified person who is connected with him;
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shall be deemed to be a sufficient declaration of interest under this Article in relation to any such contract or arrangement, provided that no such Notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given.

101. Following a declaration being made pursuant to the last preceding two Articles, subject to any separate requirement for Audit Committee approval under applicable law or the listing rules of the Company’s Designated Stock Exchange, and unless disqualified by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is interested and may be counted in the quorum at such meeting.

GENERAL POWERS OF THE DIRECTORS

102. (1) The business of the Company shall be managed and conducted by the Board, which may pay all expenses incurred in forming and registering the Company and may exercise all powers of the Company (whether relating to the management of the business of the Company or otherwise) which are not by the Statutes or by these Articles required to be exercised by the Company in general meeting, subject nevertheless to the provisions of the Statutes and of these Articles and to such regulations being not inconsistent with such provisions, as may be prescribed by the Company in general meeting, but no regulations made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if such regulations had not been made. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Board by any other Article.

(2) Any person contracting or dealing with the Company in the ordinary course of business shall be entitled to rely on any written or oral contract or agreement or deed, document or instrument entered into or executed as the case may be by any two of the Directors acting jointly on behalf of the Company and the same shall be deemed to be validly entered into or executed by the Company as the case may be and shall, subject to any rule of law, be binding on the Company.

(3) Without prejudice to the general powers conferred by these Articles it is hereby expressly declared that the Board shall have the following powers:

(a)	To give to any person the right or option of requiring at a future date that an allotment shall be made<br>to him of any share at par or at such premium as may be agreed.
(b)	To give to any Directors, officers or employees of the Company an interest in any particular business<br>or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution<br>for a salary or other remuneration.
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(c)	To resolve that the Company be deregistered in the Cayman Islands and continued in a named jurisdiction<br>outside the Cayman Islands subject to the provisions of the Act.
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103. The Board may establish any regional or local boards or agencies for managing any of the affairs of the Company in any place, and may appoint any persons to be members of such local boards, or any managers or agents, and may fix their remuneration (either by way of salary or by commission or by conferring the right to participation in the profits of the Company or by a combination of two or more of these modes) and pay the working expenses of any staff employed by them upon the business of the Company. The Board may delegate to any regional or local board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the Board (other than its powers to make calls and forfeit shares), with power to sub-delegate, and may authorise the members of any of them to fill any vacancies therein and to act notwithstanding vacancies. Any such appointment or delegation may be made upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person appointed as aforesaid, and may revoke or vary such delegation, but no person dealing in good faith and without notice of any such revocation or variation shall be affected thereby.

104. The Board may by power of attorney appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him. Such attorney or attorneys may, if so authorised under the Seal of the Company, execute any deed or instrument under their personal seal with the same effect as the affixation of the Company’s Seal.

105. The Board may entrust to and confer upon any Director any of the powers exercisable by it upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from time to time revoke or vary all or any of such powers but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby.

106. All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine. The Company’s banking accounts shall be kept with such banker or bankers as the Board shall from time to time determine.

107. (1) The Board may establish or concur or join with other companies (being subsidiary companies of the Company or companies with which it is associated in business) in establishing and making contributions out of the Company’s moneys to any schemes or funds for providing pensions, sickness or compassionate allowances, life assurance or other benefits for employees (which expression as used in this and the following paragraph shall include any Director or ex-Director who may hold or have held any executive office or any office of profit under the Company or any of its subsidiary companies) and ex-employees of the Company and their dependants or any class or classes of such person.

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(2) The Board may pay, enter into agreements to pay or make grants of revocable or irrevocable pensions or other benefits to employees and ex-employees and their dependants, or to any of such persons, including pensions or benefits additional to those, if any, to which such employees or ex-employees or their dependants are or may become entitled under any such scheme or fund as mentioned in the last preceding paragraph. Any such pension or benefit may, as the Board considers desirable, be granted to an employee either before and in anticipation of or upon or at any time after his actual retirement, and may be subject or not subject to any terms or conditions as the Board may determine.

BORROWING POWERS

108. The Board may exercise all the powers of the Company to raise or borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the Act, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

109. Debentures, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

110. Any debentures, bonds or other securities may be issued at a discount (other than shares), premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise.

111. (1) Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the Members or otherwise, to obtain priority over such prior charge.

(2) The Board shall cause a proper register to be kept, in accordance with the provisions of the Act, of all charges specifically affecting the property of the Company and of any series of debentures issued by the Company and shall duly comply with the requirements of the Act in regard to the registration of charges and debentures therein specified and otherwise.

PROCEEDINGS OF THE DIRECTORS

112. The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it considers appropriate. Questions arising at any meeting shall be determined by a majority of votes. In the case of any equality of votes the chairman of the meeting shall have an additional or casting vote.

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113. A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting of the Board of which notice may be given in writing or by telephone or in such other manner as the Board may from time to time determine whenever he shall be required so to do by the president or chairman, as the case may be, or any Director.

114. (1) The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall be three (3). An alternate Director shall be counted in a quorum in the case of the absence of a Director for whom he is the alternate provided that he shall not be counted more than once for the purpose of determining whether or not a quorum is present.

(2) Directors may participate in any meeting of the Board by means of a conference telephone, electronic or other communications equipment through which all persons participating in the meeting can communicate with each other simultaneously and instantaneously and, for the purpose of counting a quorum, such participation shall constitute presence at a meeting as if those participating were present in person.

(3) Any Director who ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be counted in the quorum until the termination of such Board meeting if no other Director objects and if otherwise a quorum of Directors would not be present.

115. The continuing Directors or a sole continuing Director may act notwithstanding any vacancy in the Board but, if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles, the continuing Directors or Director, notwithstanding that the number of Directors is below the number fixed by or in accordance with these Articles as the quorum or that there is only one continuing Director, may act for the purpose of filling vacancies in the Board or of summoning general meetings of the Company but not for any other purpose.

116. The Chairman of the Board shall be the chairman of all meetings of the Board. If the Chairman of the Board is not present at any meeting within five (5) minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

117. A meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Board.

118. (1) The Board may delegate any of its powers, authorities and discretions to committees (including, without limitation, the Audit Committee), consisting of such Director or Directors and other persons as it thinks fit, and they may, from time to time, revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the Board.

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(2) All acts done by any such committee in conformity with such regulations, and in fulfilment of the purposes for which it was appointed, but not otherwise, shall have like force and effect as if done by the Board, and the Board (or if the Board delegates such power, the committee) shall have power to remunerate the members of any such committee, and charge such remuneration to the current expenses of the Company.

119. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board under the last preceding Article, indicating, without limitation, any committee charter adopted by the Board for purposes or in respect of any such committee.

120. A resolution in writing signed by all the Directors except such as are temporarily unable to act through ill-health or disability shall (provided that such number is sufficient to constitute a quorum and further provided that a copy of such resolution has been given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manner as notices of meetings are required to be given by these Articles) be as valid and effectual as if a resolution had been passed at a meeting of the Board duly convened and held. Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors and for this purpose a facsimile signature of a Director shall be treated as valid.

121. All acts bona fide done by the Board or by any committee or by any person acting as a Director or members of a committee, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or member of such committee.

AUDIT COMMITTEE

122. Without prejudice to the freedom of the Directors to establish any other committees, for so long as the shares of the Company (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Board shall establish and maintain an Audit Committee as a committee of the Board, the composition and responsibilities of which shall comply with the Designated Stock Exchange Rules and the rules and regulations of the SEC.

123. (1) The Board shall adopt a formal written audit committee charter and review and assess the adequacy of the formal written charter on an annual basis.

(2) The Audit Committee shall meet at least once every financial quarter, or more frequently as circumstances dictate.

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124. For so long as the shares of the Company (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilize the Audit Committee for the review and approval of potential conflicts of interest. Specially, the Audit Committee shall approve any transaction or transactions between the Company and any f the following parties: (i) any shareholder owning an interest in the voting power of the Company or any subsidiary of the Company that gives such shareholder significant influence over the Company or any subsidiary of the Company, (ii) any director or executive officer of the Company or any subsidiary of the Company and any relative of such director or executive officer, (iii) any person in which a substantial interest in the voting power of the Company is owned, directly or indirectly, by any person described in (i) or (ii) or over which such a person is able to exercise significant influence, and (iv) any Affiliate (other than a subsidiary) of the Company.

OFFICERS

125. (1) The officers of the Company shall consist of the Chairman of the Board, the Directors and Secretary and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of the Act and these Articles.

(2) The Directors shall, as soon as may be after each appointment or election of Directors, elect amongst the Directors a chairman and if more than one Director is proposed for this office, the election to such office shall take place in such manner as the Directors may determine.

(3) The officers shall receive such remuneration as the Directors may from time to time determine.

126. (1) The Secretary and additional officers, if any, shall be appointed by the Board and shall hold office on such terms and for such period as the Board may determine. If thought fit, two or more persons may be appointed as joint Secretaries. The Board may also appoint from time to time on such terms as it thinks fit one or more assistant or deputy Secretaries.

(2) The Secretary shall attend all meetings of the Members and shall keep correct minutes of such meetings and enter the same in the proper books provided for the purpose. He shall perform such other duties as are prescribed by the Act or these Articles or as may be prescribed by the Board.

127. The officers of the Company shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Directors from time to time.

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128. A provision of the Act or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as or in place of the Secretary.

129. The Company shall cause to be kept in one or more books at its Office a Register of Directors and Officers in which there shall be entered the full names and addresses of the Directors and Officers and such other particulars as required by the Act or as the Directors may determine. The Company shall send to the Registrar of Companies in the Cayman Islands a copy of such register, and shall from time to time notify to the said Registrar of any change that takes place in relation to such Directors and Officers as required by the Act.

MINUTES

130. (1) The Board shall cause minutes to be duly entered in books provided for the purpose:

(a)	of all elections and appointments of officers;
(b)	of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;
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(c)	of all resolutions and proceedings of each general meeting of the Members, meetings of the Board and meetings<br>of committees of the Board and where there are managers, of all proceedings of meetings of the managers.
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(2)	Minutes shall be kept by the Secretary at the Office.
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SEAL

131. (1) The Company shall have one or more Seals, as the Board may determine. For the purpose of sealing documents creating or evidencing securities issued by the Company, the Company may have a securities seal which is a facsimile of the Seal of the Company with the addition of the word “Securities” on its face or in such other form as the Board may approve. The Board shall provide for the custody of each Seal and no Seal shall be used without the authority of the Board or of a committee of the Board authorised by the Board in that behalf. Subject as otherwise provided in these Articles, any instrument to which a Seal is affixed shall be signed autographically by one Director and the Secretary or by two Directors or by such other person (including a Director) or persons as the Board may appoint, either generally or in any particular case, save that as regards any certificates for shares or debentures or other securities of the Company the Board may by resolution determine that such signatures or either of them shall be dispensed with or affixed by some method or system of mechanical signature. Every instrument executed in manner provided by this Article shall be deemed to be sealed and executed with the authority of the Board previously given.

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(2) Where the Company has a Seal for use abroad, the Board may by writing under the Seal appoint any agent or committee abroad to be the duly authorised agent of the Company for the purpose of affixing and using such Seal and the Board may impose restrictions on the use thereof as may be thought fit. Wherever in these Articles reference is made to the Seal, the reference shall, when and so far as may be applicable, be deemed to include any such other Seal as aforesaid.

AUTHENTICATION OF DOCUMENTS

132. Any Director or the Secretary or any person appointed by the Board for the purpose may authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts, and if any books, records, documents or accounts are elsewhere than at the Office or the head office the local manager or other officer of the Company having the custody thereof shall be deemed to be a person so appointed by the Board. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Board or any committee which is so certified shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such minutes or extract is a true and accurate record of proceedings at a duly constituted meeting.

DESTRUCTION OF DOCUMENTS

133. (1) The Company shall be entitled to destroy the following documents at the following times:

(a)	any share certificate which has been cancelled at any time after the expiry of one (1) year from the date of such cancellation;
(b)	any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the<br>expiry of two (2) years from the date such mandate variation cancellation<br>or notification was recorded by the Company;
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(c)	any instrument of transfer of shares which has been registered at any time after the expiry of seven (7) years from the date of registration;
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(d)	any allotment letters after the expiry of seven (7) years from the date of issue thereof; and
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(e)	copies of powers of attorney, grants of probate and letters of administration at any time after the expiry<br>of seven (7) years after the account to which the relevant power of attorney, grant of probate or letters of administration related has<br>been closed;
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and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to be made on the basis of any such documents so destroyed was duly and properly made and every share certificate so destroyed was a valid certificate duly and properly cancelled and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that: (1) the foregoing provisions of this Article shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim; (2) nothing contained in this Article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (1) above are not fulfilled; and (3) references in this Article to the destruction of any document include references to its disposal in any manner.

(2) Notwithstanding any provision contained in these Articles, the Directors may, if permitted by applicable law, authorise the destruction of documents set out in sub-paragraphs (a) to (e) of paragraph (1) of this Article and any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that this Article shall apply only to the destruction of a document in good faith and without express notice to the Company and its share registrar that the preservation of such document was relevant to a claim.

DIVIDENDS AND OTHER PAYMENTS

134. Subject to the Act and any rights and restrictions for the time being attached to any class or classes of shares and these Articles, (i) the Board or (ii) the Company in general meeting (in the latter case, no dividend shall be declared in excess of the amount recommended by the Board) may from time to time declare dividends in any currency to be paid to the Members and other distributions on shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor. At any and every time the Board or the Company declares dividends, Class A Ordinary Shares and Class B Ordinary Shares shall have identical rights in the dividends so declared.

135. Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Directors determine is no longer needed. The Board may also declare and pay dividends out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Act.

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136. Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide:

(a)	all dividends shall be declared and paid according to the amounts paid up on the shares in respect of<br>which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this Article as<br>paid up on the share; and
(b)	all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during<br>any portion or portions of the period in respect of which the dividend is paid.
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137. The Board may from time to time pay to the Members such interim dividends as appear to the Board to be justified by the profits of the Company and in particular (but without prejudice to the generality of the foregoing) if at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends in respect of those shares in the capital of the Company which confer on the holders thereof deferred or non-preferential rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend and provided that the Board acts bona fide the Board shall not incur any responsibility to the holders of shares conferring any preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferential rights and may also pay any fixed dividend which is payable on any shares of the Company half-yearly or on any other dates, whenever such profits, in the opinion of the Board, justifies such payment.

138. The Board may deduct from any dividend or other moneys payable to a Member by the Company on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.

139. No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company.

140. Any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the shares at his address as appearing in the Register or addressed to such person and at such address as the holder or joint holders may in writing 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 notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by such joint holders.

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141. All dividends or bonuses unclaimed for one (1) year after having been declared may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. Any dividend or bonuses unclaimed after a period of six (6) years from the date of declaration shall be forfeited and shall revert to the Company. The payment by the Board of any unclaimed dividend or other sums payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof.

142. Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared, the Board may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe securities of the Company or any other company, or in any one or more of such ways, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may issue certificates in respect of fractions of shares, disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the Board and may appoint any person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend, and such appointment shall be effective and binding on the Members. The Board may resolve that no such assets shall be made available to Members with registered addresses in any particular territory or territories where, in the absence of a registration statement or other special formalities, such distribution of assets would or might, in the opinion of the Board, be unlawful or impracticable and in such event the only entitlement of the Members aforesaid shall be to receive cash payments as aforesaid. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.

143. (1) Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared on any class of the share capital of the Company, the Board may further resolve either:

(a)	that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully<br>paid up, provided that the Members entitled thereto will be entitled to elect to receive such dividend (or part thereof if the Board so<br>determines) in cash in lieu of such allotment. In such case, the following provisions shall apply:
(i)	the basis of any such allotment shall be determined by the Board;
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(ii)	the Board, after determining the basis of allotment, shall give not less than ten (10) days’ Notice<br>to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and<br>specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must<br>be lodged in order to be effective;
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(iii)	the right of election may be exercised in respect of the whole or part of that portion of the dividend<br>in respect of which the right of election has been accorded; and
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(iv)	the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall<br>not be payable in cash on shares in respect whereof the cash election has not been duly exercised (“the non-elected shares”)<br>and in satisfaction thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the non-elected<br>shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of<br>the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share<br>premium account, capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be<br>required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders<br>of the non-elected shares on such basis; or
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(b)	that the Members entitled to such dividend shall be entitled to elect to receive an allotment of shares<br>credited as fully paid up in lieu of the whole or such part of the dividend as the Board may think fit. In such case, the following provisions<br>shall apply:
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(i)	the basis of any such allotment shall be determined by the Board;
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(ii)	the Board, after determining the basis of allotment, shall give not less than ten (10) days’ Notice<br>to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and<br>specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must<br>be lodged in order to be effective;
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(iii)	the right of election may be exercised in respect of the whole or part of that portion of the dividend<br>in respect of which the right of election has been accorded; and
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(iv)	the dividend (or that part of the dividend in respect of<br> which a right of election has been accorded) shall not be payable in cash on shares in respect whereof the share election has been<br> duly exercised (“the elected shares”) and in lieu thereof shares of the relevant class shall be allotted credited as<br> fully paid up to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board<br> shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the<br> credit of any reserves or other special account, share premium account, capital redemption reserve other<br>than the Subscription Rights Reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number<br>of shares of the relevant class for allotment and distribution to and amongst the holders of the elected shares on such basis.
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(2)	(a)	The shares allotted pursuant to the provisions of paragraph (1) of this Article shall rank pari passu<br>in all respects with shares of the same class (if any) then in issue save only as regards participation in the relevant dividend or in<br>any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration<br>of the relevant dividend unless, contemporaneously with the announcement by the Board of their proposal to apply the provisions of sub-paragraph<br>(a) or (b) of paragraph (2) of this Article in relation to the relevant dividend or contemporaneously with their announcement of the distribution,<br>bonus or rights in question, the Board shall specify that the shares to be allotted pursuant to the provisions of paragraph (1) of this<br>Article shall rank for participation in such distribution, bonus or rights.
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(b)	The Board may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the provisions<br>of paragraph (1) of this Article, with full power to the Board to make such provisions as it thinks fit in the case of shares becoming<br>distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the<br>net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements<br>accrues to the Company rather than to the Members concerned). The Board may authorise any person to enter into on behalf of all Members<br>interested, an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made pursuant<br>to such authority shall be effective and binding on all concerned.
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(3) The Company may upon the recommendation of the Board by ordinary resolution resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (1) of this Article a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.

(4) The Board may on any occasion determine that rights of election and the allotment of shares under paragraph (1) of this Article shall not be made available or made to any shareholders with registered addresses in any territory where, in the absence of a registration statement or other special formalities, the circulation of an offer of such rights of election or the allotment of shares would or might, in the opinion of the Board, be unlawful or impracticable, and in such event the provisions aforesaid shall be read and construed subject to such determination. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.

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(5) Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Board, may specify that the same shall be payable or distributable to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable or distributable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares. The provisions of this Article shall mutatis mutandis apply to bonuses, capitalisation issues, distributions of realised capital profits or offers or grants made by the Company to the Members.

RESERVES

144. (1) The Board shall establish an account to be called the 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 in the Company. Unless otherwise provided by the provisions of these Articles, the Board may apply the share premium account in any manner permitted by the Act. The Company shall at all times comply with the provisions of the Act in relation to the share premium account.

(2) Before recommending any dividend, the Board may set aside out of the profits of the Company such sums as it determines as reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company. The Board may also without placing the same to reserve carry forward any profits which it may think prudent not to distribute.

CAPITALISATION

145. The Board may, at any time and from time to time, pass a resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including a share premium account and capital redemption reserve and the profit and loss account) whether or not the same is available for distribution and accordingly that such amount be set free for distribution among the Members or any class of Members who would be entitled thereto if it were distributed by way of dividend and in the same proportions, on the footing that the same is not paid in cash but is applied either in or towards paying up the amounts for the time being unpaid on any shares in the Company held by such Members respectively or in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid up among such Members, or partly in one way and partly in the other, and the Board shall give effect to such resolution provided that, for the purposes of this Article, a share premium account and any capital redemption reserve or fund representing unrealised profits, may be applied only in paying up in full unissued shares of the Company to be allotted to such Members credited as fully paid.

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146. The Board may settle, as it considers appropriate, any difficulty arising in regard to any distribution under the last preceding Article and in particular may issue certificates in respect of fractions of shares or authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any Members in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Members.

SUBSCRIPTION RIGHTS RESERVE

147. The following provisions shall have effect to the extent that they are not prohibited by and are in compliance with the Act:

(1)	If, so long as any of the rights attached to any warrants issued by the Company to subscribe for shares<br>of the Company shall remain exercisable, the Company does any act or engages in any transaction which, as a result of any adjustments<br>to the subscription price in accordance with the provisions of the conditions of the warrants, would reduce the subscription price to<br>below the par value of a share, then the following provisions shall apply:
(a)	as from the date of such act or transaction the Company shall establish and thereafter (subject as provided<br>in this Article) maintain in accordance with the provisions of this Article a reserve (the “Subscription Rights Reserve”)<br>the amount of which shall at no time be less than the sum which for the time being would be required to be capitalised and applied in<br>paying up in full the nominal amount of the additional shares required<br>to be issued and allotted credited as fully paid pursuant to sub-paragraph (c) below on the exercise in full of all the subscription rights<br>outstanding and shall apply the Subscription Rights Reserve in paying up such additional shares in full as and when the same are allotted;
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(b)	the Subscription Rights Reserve shall not be used for any purpose other than that specified above unless<br>all other reserves of the Company (other than share premium account) have been extinguished and will then only be used to make good losses<br>of the Company if and so far as is required by law;
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(c)	upon the exercise of all or any of the subscription rights<br> represented by any warrant, the relevant subscription rights shall be exercisable in respect of a nominal amount of shares equal to<br> the amount in cash which the holder of such warrant is required to pay on<br>exercise of the subscription rights represented thereby (or, as the case may be the relevant portion thereof in the event of a partial<br>exercise of the subscription rights) and, in addition, there shall be allotted in respect of such subscription rights to the exercising<br>warrantholder, credited as fully paid, such additional nominal amount of shares as is equal to the difference between:
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(i)	the said amount in cash which the holder of such warrant is required to pay on exercise of the subscription<br>rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription<br>rights); and
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(ii)	the nominal amount of shares in respect of which such subscription rights would have been exercisable<br>having regard to the provisions of the conditions of the warrants, had it been possible for such subscription rights to represent the<br>right to subscribe for shares at less than par and immediately upon such exercise so much of the sum standing to the credit of the Subscription<br>Rights Reserve as is required to pay up in full such additional nominal amount of shares shall be capitalised and applied in paying up<br>in full such additional nominal amount of shares which shall forthwith be allotted credited as fully paid to the exercising warrantholders;<br>and
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(d)	if, upon the exercise of the subscription rights represented by any warrant, the amount standing to the<br>credit of the Subscription Rights Reserve is not sufficient to pay up in full such additional nominal amount of shares equal to such difference<br>as aforesaid to which the exercising warrantholder is entitled, the Board shall apply any profits or reserves then or thereafter becoming<br>available (including, to the extent permitted by law, share premium account) for such purpose until such additional nominal amount of<br>shares is paid up and allotted as aforesaid and until then no dividend or other distribution shall be paid or made on the fully paid shares<br>of the Company then in issue. Pending such payment and allotment, the exercising warrantholder shall be issued by the Company with a certificate<br>evidencing his right to the allotment of such additional nominal amount of shares. The rights represented by any such certificate shall<br>be in registered form and shall be transferable in whole or in part in units of one share in the like manner as the shares for the time<br>being are transferable, and the Company shall make such arrangements in relation to the maintenance of a register therefor and other matters<br>in relation thereto as the Board may think fit and adequate particulars thereof shall be made known to each relevant exercising warrantholder<br>upon the issue of such certificate.
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(2) Shares allotted pursuant to the provisions of this Article shall rank pari passu in all respects with the other shares allotted on the relevant exercise of the subscription rights represented by the warrant concerned. Notwithstanding anything contained in paragraph (1) of this Article, no fraction of any share shall be allotted on exercise of the subscription rights.

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(3) The provision of this Article as to the establishment and maintenance of the Subscription Rights Reserve shall not be altered or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating the provisions for the benefit of any warrantholder or class of warrantholders under this Article without the sanction of a special resolution of such warrantholders or class of warrantholders.

(4) A certificate or report by the auditors for the time being of the Company as to whether or not the Subscription Rights Reserve is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for which the Subscription Rights Reserve has been used, as to the extent to which it has been used to make good losses of the Company, as to the additional nominal amount of shares required to be allotted to exercising warrantholders credited as fully paid, and as to any other matter concerning the Subscription Rights Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrantholders and shareholders.

ACCOUNTING RECORDS

148. The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the Act or necessary to give a true and fair view of the Company’s affairs and to explain its transactions.

149. The accounting records shall be kept at the Office or, at such other place or places as the Board decides and shall always be open to inspection by the Directors. No Member (other than a Director) shall have any right of inspecting any accounting record or book or document of the Company except as conferred by law or authorised by the Board or the Company in general meeting.

150. Subject to Article 151, a printed copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report, shall be sent to each person entitled thereto before the date of the general meeting and laid before the Company at the annual general meeting held in accordance with Article 56 provided that this Article shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

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151. Subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 150 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, a summary financial statement derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to a summary financial statement, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.

152. The requirement to send to a person referred to in Article 150 the documents referred to in that article or a summary financial report in accordance with Article 151 shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Article 150 and, if applicable, a summary financial report complying with Article 151, on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.

AUDIT

Subject to applicable law and rules of the Designated Stock Exchange:

(1) The Board shall appoint an auditor to audit the accounts of the Company and such auditor shall hold office until the Board appoints another auditor. Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.

(2) The Board may remove the Auditor at any time before the expiration of his term of office and may by resolution appoint another Auditor in his stead.

154. Subject to the Act the accounts of the Company shall be audited at least once in every year.

The remuneration of the Auditor shall be fixed by the Board.

156. If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy and determine the remuneration of such Auditor.

157. The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto; and he may call on the Directors or officers of the Company for any information in their possession relating to the books or affairs of the Company.

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158. The statement of income and expenditure and the balance sheet provided for by these Articles shall be examined by the Auditor and compared by him with the books, accounts and vouchers relating thereto; and he shall make a written report thereon stating whether such statement and balance sheet are drawn up so as to present fairly the financial position of the Company and the results of its operations for the period under review and, in case information shall have been called for from Directors or officers of the Company, whether the same has been furnished and has been satisfactory. The financial statements of the Company shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the Auditor shall be submitted to the Members in general meeting. The generally accepted auditing standards referred to herein may be those of a country or jurisdiction other than the Cayman Islands. If so, the financial statements and the report of the Auditor should disclose this act and name such country or jurisdiction.

NOTICES

159. Any Notice or document, whether or not, to be given or issued under these Articles from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such Notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appropriate newspapers in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website and giving to the member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above. 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 and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.

Any Notice or other document:

(a)

if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof;

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(b)	if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted<br>from the server of the Company or its agent. A notice placed on the Company’s website is deemed given by the Company to a Member<br>on the day following that on which a notice of availability is deemed served on the Member;
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(c)	if served or delivered in any other manner contemplated by these Articles, shall be deemed to have been<br>served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission;<br>and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person<br>appointed by the Board as to the act and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof;<br>and
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(d)	may be given to a Member in the English language or such other language as may be approved by the Directors,<br>subject to due compliance with all applicable Statutes, rules and regulations.
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161. (1) Any Notice or other document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

(2) A notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.

(3) Any person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every notice in respect of such share which prior to his name and address being entered on the Register shall have been duly given to the person from whom he derives his title to such share.

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SIGNATURES

162. For the purposes of these Articles, a cable or telex or facsimile or electronic transmission message purporting to come from a holder of shares or, as the case may be, a Director, or, in the case of a corporation which is a holder of shares from a director or the secretary thereof or a duly appointed attorney or duly authorised representative thereof for it and on its behalf, shall in the absence of express evidence to the contrary available to the person relying thereon at the relevant time be deemed to be a document or instrument in writing signed by such holder or Director in the terms in which it is received.

WINDING UP

163. (1) The Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.

(2) A resolution that the Company be wound up by the court or be wound up voluntarily shall be a special resolution.

164. (1) Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) if the Company shall be wound up and the assets available for distribution amongst the Members of the Company shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst such members in proportion to the amount paid up on the shares held by them respectively and (ii) if the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid-up capital such assets shall be distributed so that, a nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively.

(2) If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by the Act, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

| - 60 - | *Filed: 27-Jan-2026 08:00 EST* |

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INDEMNITY

165. (1) The Directors, Secretary and other officers and the liquidator or trustees (if any) for the time being acting in relation to any of the affairs of the Company and everyone of them, and everyone of their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, in their respective offices or trusts; and none of them shall be answerable for the acts, receipts, neglects or defaults of the other or others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto; PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of said persons.

(2) Each Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against any Director on account of any action taken by such Director, or the failure of such Director to take any action in the performance of his duties with or for the Company; PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such Director.

AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION AND NAME OF COMPANY

166. No Article shall be rescinded, altered or amended and no new Article shall be made until the same has been approved by a special resolution of the Members. A special resolution shall be required to alter the provisions of the Memorandum of Association or to change the name of the Company.

INFORMATION

167. No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter 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 Directors it will be inexpedient in the interests of the members of the Company to communicate to the public.

FINANCIAL YEAR

168 Unless otherwise determined by the Directors, the financial year end of the Company shall be 31 of December in each year.

| - 61 - | *Filed: 27-Jan-2026 08:00 EST* |

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Exhibit 2.3

Description of Rights of Each Class of SecuritiesRegistered under Section 12 of the Securities Exchange Act of 1934, as Amended (the “Exchange Act”)

The share capital of Planet Image International Limited (“we,” “our,” “our company,” or “us”) is HK$380,000 divided into 3,800,000,000 shares, of nominal or par value of HK$0.0001 each, comprising of (i) 2,000,000,000 Class A ordinary shares of a nominal or par value of HK$0.0001 each (the “Shares”), (ii) 1,000,000,000 Class B ordinary shares with a par value of HK$0.0001 each, and (iii) 800,000,000 preference shares of a nominal or par value of HK$0.0001 each. We have one class of securities registered under Section 12(b) of the Exchange Act and our Class A ordinary shares are listed and traded on the Nasdaq Capital Market.

Description of Shares

The following is a summary of material provisions of our currently effective amended and restated memorandum of association and articles of association (the “Memorandum and Articles of Association” and the “Articles”), as well as the Companies Act (Revised) of the Cayman Islands (the “Cayman Companies Act”) insofar as they relate to the material terms of our Shares. Notwithstanding this, because it is a summary, it may not contain all the information that you may otherwise deem important. For more complete information, you should read the entire Amended and Restated Memorandum and Articles of Association, which have been filed with the U.S. Securities and Exchange Commission as Exhibit 1.1 to our annual report on Form 20-F for the fiscal year ended December 31, 2025.

Type and Class of Securities (Item 9.A.5 of Form 20-F)

We had one class of securities, our Class A ordinary shares, registered pursuant to Section 12 of the Exchange Act. Each Class A ordinary share has a par value of HK$0.0001 each. The number of Class A ordinary shares that have been issued as of the last day of the financial year ended December 31, 2025 is provided on the cover of the annual report on Form 20-F for the fiscal year ended December 31, 2025. Our Class A ordinary shares may be held in either certificated or uncertificated form.

Preemptive Rights (Item 9.A.3 of Form 20-F)

Our Class A ordinary shares are not subject to any pre-emptive or similar rights under the Cayman Companies Act or pursuant to the Memorandum and Articles of Association.

Limitations or Qualifications (Item 9.A.6 of Form 20-F)

Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of any Class B ordinary shares by a holder thereof to any person or entity, each of such Class B ordinary shares will be automatically and immediately converted into one Class A ordinary share.

Rights of Other Types of Securities (Item 9.A.7 of Form 20-F)

Not applicable.

Rights of Ordinary Shares (Item 10.B.3 of Form 20-F)

General

Our authorized share capital is HK$380,000 divided into 3,800,000,000 shares, of nominal or par value of HK$0.0001 each, comprising of (i) 2,000,000,000 Class A ordinary shares of a nominal or par value of HK$0.0001 each, (ii) 1,000,000,000 Class B ordinary shares with a par value of HK$0.0001 each, and (iii) 800,000,000 preference shares of a nominal or par value of HK$0.0001 each. All of our outstanding ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares.

Dividends

The holders of our ordinary shares are entitled to such dividends as may be declared by our shareholders or board of directors subject to the Companies Act and to the articles of association.

Conversion

Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of any Class B ordinary shares by a holder thereof to any person or entity, each of such Class B ordinary shares will be automatically and immediately converted into one Class A ordinary share.

Voting Rights

Transfer of Ordinary Shares

●	the<br>instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence<br>as our board of directors may reasonably require to show the right of the transferor to make the transfer;
●	the instrument of transfer is in respect of only one class of ordinary shares;
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●	the instrument of transfer is properly stamped, if required;
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●	the ordinary shares transferred are fully paid and free of any lien in our favor; and
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●	any fee related to the transfer has been paid to us; and
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●	the transfer is not to more than four joint holders.
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Liquidation

Calls on Ordinary Shares and Forfeiture ofOrdinary Shares

Redemption of Ordinary Shares

General Meetings of Shareholders

Inspection of Books and Records

Changes in Capital

We 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;
●	consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;
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●	sub-divide our existing shares, or any of them into shares of a smaller amount; or
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●	cancel any shares which, 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 our share capital by the amount of the shares so cancelled.
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We may by special resolution reduce our share capital or any capital redemption reserve in any manner permitted by law.

Exempted Company

●	an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;
●	an exempted company’s register of members is not required to be open to inspection;
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●	an exempted company does not have to hold an annual general meeting;
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●	an exempted company may issue shares with no par value;
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●	an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);
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●	an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
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●	an exempted company may register as a limited duration company; and
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●	an exempted company may register as a segregated portfolio company.
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“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company. We are subject to reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. We currently complies with and intend to continue complying with the Nasdaq Rules in lieu of following home country practice. The Nasdaq Rules require that every company listed on the Nasdaq hold an annual general meeting of shareholders. In addition, our articles of association allow directors to call special meeting of shareholders pursuant to the procedures set forth in our articles.

Requirements to Change the Rights of Holders of Ordinary Shares(Item 10.B.4 of Form 20-F)

Variations of Rights of Shares

Limitations on the Rights to Own Ordinary Shares (Item 10.B.6of Form 20-F)

There are no limitations under the laws of the Cayman Islands or under the Memorandum and Articles of Association that limit the right of non-resident or foreign owners to hold or vote ordinary shares.

Provisions Affecting Any Change of Control (Item 10.B.7 of Form20-F)

Anti-Takeover Provisions

Some provisions of the Memorandum and Articles of Association may discourage, delay, or prevent a change in control of our company or management that shareholders may consider favorable, including, among other things, the following:

●	provisions that authorize our board of directors to issue shares with preferred, deferred, or other special rights or restrictions without any further vote or action by our shareholders; and
●	provisions that restrict the ability of our shareholders to call meetings and to propose special matters for consideration at shareholder meetings.
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Under the Cayman Companies Act, our directors may only exercise the rights and powers granted to them under the Articles for what they believe in good faith to be in the best interests of our company and for a proper purpose.

Ownership Threshold (Item 10.B.8 of Form 20-F)

There are no provisions under the Cayman Companies Act or under the Memorandum and Articles of Association that govern the ownership threshold above which shareholder ownership must be disclosed.

Differences Between the Law of Different Jurisdictions (Item10.B.9 of Form 20-F)

The Companies Act is modeled after that of England and Wales but does not follow recent statutory enactments in England. In addition, the Companies Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the State of Delaware.

Mergers and Similar Arrangements

The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.

Separate from the statutory provisions relating to mergers and consolidations, the Companies Act also contains statutory provisions that facilitate the reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved. In the case of a shareholder scheme, by seventy-five per cent in value of the members or class of members, as the case may be, with whom the arrangement is to be made and, in the case of a creditor scheme only a majority in number of each class of creditors with whom the arrangement is to be made and who must in addition represent seventy-five per cent in value of each such class of creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

●	the statutory provisions as to the required majority vote have been met;

●	the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;
●	the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and
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●	the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act.
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The Companies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of a dissentient minority shareholder upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares affected within four months, the offeror may, within a two-month period commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.

Shareholders’ Suits

●	a company acts or proposes to act illegally or ultra vires;
●	the act complained of, although not ultra vires, could only be effected duly if authorized by more than the number of votes which have actually been obtained; and
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●	those who control the company are perpetrating a “fraud on the minority.”
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Indemnification of Directors and ExecutiveOfficers and Limitation of Liability

Anti-Takeover Provisions in the Memorandumand Articles of Association

Directors’ Fiduciary Duties

As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the company — a duty to act bona fidein the best interests of the company, a duty not to make a personal profit based on his or her position as director (unless the company permits him to do so) and a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party and a duty to exercise powers for the purpose for which such powers were intended. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.

Shareholder Action by Written Consent

Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Our articles of association provide that any action required or permitted to be taken at any annual or extraordinary general meeting may be taken only upon the vote of the shareholders at a duly noticed and convened meeting and may not be taken by written resolution of shareholders without a meeting.

Shareholder Proposals

Cayman Islands law does not allow our shareholders to requisition a shareholders’ meeting. However, our amended and restated articles of association provides that any one or more Members holding at the date of deposit of the requisition not less than one third of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business permitted by Article 58(3) as specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do so.

A meeting requisitioned under the Articles shall not be permitted to consider or vote upon (1) any resolutions with respect to the election, appointment or removal of Directors or with respect to the size of the Board, unless such proposal is first approved by the Nomination Committee of the Board; or (2) any Special Resolutions or any matters required to be passed by way of Special Resolution pursuant to the Articles or the Act. Other than by way of requisition under Article 58(2), Members have no right to propose resolutions or other business to be considered and voted upon at any general meeting of the Company. As an exempted Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings. However, our articles of association require us to call such meetings every year.

Cumulative Voting

Removal of Directors

Transactions with Interested Shareholders

Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fidein the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.

Dissolution; Winding Up

Under the Companies Act of the Cayman Islands and our articles of association, our company may be dissolved, liquidated or wound up by a special resolution of our shareholders.

Variation of Rights of Shares

Amendment of Governing Documents

Rights of Non-Resident or Foreign Shareholders

Directors’ Power to Issue Shares

Changes in Capital (Item 10.B.10 of Form 20-F)

Subject to the Cayman Companies Act, we may, by ordinary resolution:

(a)	increase our share capital by new shares of the amount fixed by that ordinary resolution and with the attached rights, priorities and privileges set out in that ordinary resolution;
(b)	consolidate and divide all or any of our share capital into shares of larger amount than our existing shares;
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(c)	convert all or any of our paid up shares into stock, and reconvert that stock into paid up shares of any denomination;
(d)	sub-divide our shares or any of them into shares of an amount smaller than that fixed, so, however, that in the sub-division, 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
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(e)	cancel shares which, at the date of the passing of that ordinary resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled or, in the case of shares without nominal par value, diminish the number of shares into which our capital is divided.
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Subject to the Cayman Companies Act and to any rights for the time being conferred on the shareholders holding a particular class of shares, our shareholders may, by special resolution, reduce our share capital in any way.

Debt Securities (Item 12.A of Form 20-F)

Not applicable.

Warrants and Rights (Item 12.B of Form 20-F)

Not applicable.

Other Securities (Item 12.C of Form 20-F)

Not applicable.

Description of American Depositary Shares (Items 12.D.1 and 12.D.2of Form 20-F)

Not applicable.

Exhibit4.7

Controlled serial number: Y B / Z Y - P M - U 1 8 Jiangxi Leibo Titanium Electronic Technology Co., Ltd. Procurement Agreement Party A: Jiangxi Leibo Titanium Electronic Technology Co., Ltd. contract NO NO ͹ Registered address: No.756 Photovoltaic Road, High - tech Development place of signing ͹ Zone, Xinyu City, Jiangxi Province, Yibo Factory Within the industrial park Company ID: Party B: Hubei Dinglong Holding Co., Ltd. registered address ͹ Company ID: Signing date: [2026][1][1] month [1] day benev - olence 11 Scan All - in - One Creator

Standardize the sales transaction terms between Party A and Party B through equal negotiation with Party B. - II. Standardization of Product Name for Order Placement The Purchase Order formulated under this agreement shall specify material codes, names, specifications, quantities, prices, delivery dates, and payment terms, with all details subject to the actual content specified in the Purchase Order. III. Definitions 1. Products: Refers to the products and components involved in this agreement, as well as the related design, research and development, testing, and services agreed upon by both parties under this agreement. 2. Specifications: Refers to the product specifications, raw material inspection standards, and sample sealing conditions formulated by Party A or agreed upon by both Party A and Party B. 3. Acceptance criteria : Refers to the testing and inspection standards adopted by Party A during product acceptance . 4. Trade Secrets : Refers to information obtained by either party (including its affiliates) upon execution of this Agreement or through its use hereunder, including but not limited to trade secrets, proprietary technologies, inventions, technical know - how, manufacturing processes, coding, diagrams, designs, specifications, costs, pricing, orders, sales and marketing plans (including strategic planning and deployment), business opportunities, personnel data, R&D materials, customer information, and financial data . 5. Defective products : Refers to products that fail to comply with the inspection/acceptance procedures or methods specified by Party A, exhibit any manufacturing, design, material, or documentation defects, or pose potential risks to personal or property safety, as well as products that cannot meet Party A's production requirements or customer demands . 6. Intellectual property rights : refer to patent rights, trademark rights, copyright, specialized technology, industrial design, trade secrets, and other similar intangible property rights, including but not limited to the rights, implementation rights, and application rights covered by them . 7. Related party : refers to a company that has a controlling or controlled relationship with one party to this contract, or is jointly controlled by another party . 8. Price : The price of products or services mutually agreed upon by both parties (including currency) . Unless otherwise specified in the purchase order, the unit price and total order amount under this agreement are tax - inclusive, covering value - added tax, transportation and handling fees, design fees (if applicable), installation and commissioning fees (if applicable), packaging costs, technology licensing fees (if applicable), technical training and service fees (if applicable), insurance premiums (if applicable), raw material depreciation, warranty period maintenance and spare parts expenses, as well as all relevant taxes and miscellaneous fees required for agreement execution . The price also includes all fluctuations caused by wage variations, exchange rate fluctuations, and other factors during the agreement period, constituting a lump - sum price . 9. Trade Secrets : Refers to information about the other party (including its affiliates) obtained by either party at the time of executing this Agreement or through its use hereunder, including but not limited to trade secrets, proprietary technologies, inventions, technical know - how, manufacturing processes, coding, diagrams, designs, specifications, costs, pricing, orders, sales and marketing plans (including strategic planning and deployment), business opportunities, personnel data, R&D materials, customer information, and financial data . IV. Scope of Application of This Agreement This Agreement shall govern all sales transactions between the buyer and the seller during its validity period, unless otherwise expressly agreed by both parties . V. Quality Agreement: 2 Department: PMC Version: A/5 Scan All - in - One Creator

Controlled number: YB/ZY - PM - 018 1 ೱ Basic Requirements ͹ 1. The product quality of Party B shall comply with relevant national laws and regulations as well as the provisions of this agreement . 2. Party B shall confirm and implement Party A's product specifications, raw material inspection standards, and sample seals . 3. Party B shall establish a comprehensive quality assurance system, possess effective testing methods and process control capabilities, and maintain the capacity for continuous quality improvement to ensure that the quality and consistency of delivered products meet Party A's requirements . 4. Party B shall be responsible for the timely return or replacement of defective materials . In case of losses incurred by Party A, Party B shall bear corresponding compensation, including labor costs for sorting, processing, and repairs, price differences for temporarily substituted seasonings not improved within the promised timeframe, and quality losses of shipped products . 5. Party B shall sign the "Material Batch Pass Rate" quality control indicator with Party A as confirmation of qualified supplier status . 6. If Party B's material quality is unstable or significant quality disputes arise, Party A has the right to commission relevant authoritative departments to test the materials and notify Party B in writing . All testing costs shall be borne by Party B . 7. Party B shall provide a written response within 48 hours of receiving quality complaints from Party A, detailing the root cause, interim corrective actions, long - term improvement measures, and completion milestones . If the cause remains unidentified, both parties must conduct an on - site verification at Party A's facility within 72 hours to confirm the issue and submit a detailed explanation along with the remediation plan . Should the defect involve specific material batches, Party B must notify Party A of all traceable defective batches within the same timeframe . 8. If Party B's products experience sudden quality incidents without prior notice to Party A, and Party A fails to pass inspections for three consecutive batches or more, resulting in significant disruption to Party A's delivery schedule, Party A reserves the right to conduct emergency on - site inspections based on actual circumstances . Party B shall bear temporary on - site inspection labor costs at 300 yuan per person per day plus travel expenses . The on - site inspection may only be terminated after the product quality stabilizes (with five consecutive IQC lot inspections passing) and no further impact on qualified product delivery is observed . 2 ೱ Provide Party A With Complete Relevant Quality Information: 2 . 1 Introduction Phase: 2.1.1 Party B shall provide Party A with material specifications (including physical properties and key process parameters), meet with inspection standards, and product reliability verification reports. Where specialized testing requirements apply, dedicated testing equipment shall be provided. These specifications shall be jointly verified with Party A's technical personnel. All mutually confirmed standards, parameters, drawings, and samples shall be retained by both parties for subsequent verification purposes. i G eye 1 K 521 2 2. Mass Production Procurement Phase: 1. During the bulk procurement phase from Party A to Party B, Party B shall provide the factory inspection report for each batch of materials (including inspection items meeting the standards agreed upon by both parties, material batch traceability code, shipment date, production date, Party B's code, and Party A's material code) . 2. Materials supplied by Party B must be labeled with packaging that complies with Party A's specified format, including but not limited to : batch traceability code, shipment date, production date, Party B code, and Party A's material code . 3 ǃ 5M1E Change Management:If Party B's materials require any process changes , a written application must be submitted to Party A within the specified timeframes and approved by 3 Department: PMC Version: A/5 Scan All - in - One Creator

Batch payments can only be made after the Chinese side provides written confirmation of compliance; otherwise, the payment will be suspended. 1 4 ǃ Quality objectives and management requirements: 4.1 Quality Objective: The monthly incoming material batch pass rate is ≥ 98% (Incoming material batch pass rate = Qualified incoming batches / Total incoming batches î 100%) 4 2 Management Requirements: 4 Department: PMC Version: A/5 change I 1 A Account form Evaluation mode Criteria of assessment Assessment Items Class Monthly The assessment fee of 1,000 yuan will be deducted from the current month's payment. Monthly incoming material batch pass rate not meeting standards: 4.2.1 Ma - Monthly The assessment fee of 5,000 yuan will be deducted from the monthly payment. The material batch qualification rate has failed to meet standards for two consecutive months (excluding cases where a grace period for acceptance was requested) . terial batch pass rate Per transaction Inspection items shall be less than the signed standard: 100 yuan for absence of factory inspection report assessment, 200 yuan for non - compliance. The incoming materials lack a factory inspect - ion report, or the inspection items in the report fall short of the standards agreed upon by both parties (as specified in Section 2 . 2 . 1 above) . 4 . 2 . 2 Accur - acy of Inco - ming Material Factory Rel - ease Reports and Packaging Labeling ≥ Three batches were directly rejected. Per transaction 5 yuan per box The incoming materials are either not labeled or have incorrect labels that do not meet Party A's requirements (as specified in Section 2 . 2 . 2 above) . General quality does not Per use Unconditional batch rejection for single batch Compensate Party A for delivery delay losses caused by batch returns Trace batch code not pasted Per transaction Rework time in the factory: ¥18 per hour per person Overseas rework hours: $20/hour/person Selectable category for defective incoming materials: 1 ǃ Defective materials cause factory rework (sorting, processing); 2 ǃ Defective materials causing overseas rework: meet the class req - uirements Per transaction Rework time in the factory: ¥18 per hour per person î 2 Overseas rework hours: $20/hour/person*2 The same issue occurred twice: 1 ǃ Defective materials cause factory rework (sorting, processing); 2 ǃ Defective materials causing overseas rework: 4.2.3 Substand - ard Incoming Materials Per transaction Processing/Rework/Line Stoppage : ¥ 18 per hour per person per occurrence . Overseas rework : $ 20 per hour per person per occurrence . Temporarily withhold the payment for this material for the current month and make the payment after it meets the required standards. The same issue occurred more than 2 times: 1 ǃ Defective materials cause factory rework (sorting, processing); 2 ǃ Defective materials causing overseas rework: Time limit Class Change level 3 months Material replacement (excluding chip upgrades) and formula modification Moving to a new place One - level 1 month Cancel or add processes, update dimensions, and add molds Two stage 15 days Non - functional change appearance Three - level Scan All - in - One Creator

|l>1 4.3. Party B shall ensure that the product shelf life complies with Party A's requirements and national regulations. In the absence V. of explicit national provisions or where applicable standards fall below Party A's requirements, the following criteria shall apply: Quality warranty period: The product quality warranty period shall be 3 years from the date of Party A's acceptance and approval. 4.4 After - sales Service Party A reserves the right to conduct annual audits of Party B's quality assurance system . Party B shall be subject to Party A's inspections of its quality system and production processes at any time, and shall provide necessary documentation and full cooperation . Party A may hold quality review meetings with Party B when necessary, and Party B shall cooperate accordingly . ķ Party B must provide materials compliant with EU ROSH, REACH regulations and domestic/international environmental standards. Should Party B's materials fail to meet these requirements, resulting in penalties for Party A, Party B shall be liable for all associated losses. VI. Product Delivery: 1. Party B shall deliver the goods in accordance with the Purchasing Order signed by both parties or other written requirements, including but not limited to model, specifications, quantity, price, delivery date, delivery location, quantity, and quality. Party B shall purchase transportation insurance for the goods, with the costs borne by Party B. 2. Party B shall attach a delivery note with official seal or delivery - specific stamp upon delivery . The delivery note must include material codes, quantities, specifications, and other relevant documentation . Otherwise, Party A reserves the right to reject the goods . 3. Upon Party A's preliminary inspection of product packaging, appearance, and quantity, Party A shall sign the delivery receipt on Party B' s delivery note . The visual inspection of products shall not be construed as confirmation of Party B's product quality compliance . Party A reserves the right to raise objections regarding concealed defects during the warranty period . Final delivery shall be based on the quantity of products that pass Party A's quality inspection and are warehoused . Party B shall bear all risks of cargo damage or loss prior to Party A's approved warehousing . 5 Save department: PMC Version number: A/5 1000 Per transaction Party B shall bear all losses incurred by Party A due to finished products, including but not limited to customer claims, price differences from temporary switching to alternative suppliers, logistics losses, rework costs, and production line downtime . Both parties confirm that quality issues in the products delivered by Party A are caused by defective materials from Party B . Per day 100 yuan/day Failure to provide a written response within 48 hours regarding interim measures, reasons, and long - term improvement milestones, or submission of arbitrary or false responses without prior review and approval . Failed to communicate with our company regarding the extension deadline and received no response 4.2.4 Timel - iness rate of abnormal response Per transaction 1 ǃ A single violation results in an immediate fine of 10 , 000 yuan . 2 ǃ Party B shall compensate Party A for all losses as determined by Party A's accounting ( including but not limited to customer claims , price differences from temporary third - party supplier engagements, logistics costs, rework expenses, and production line downtime losses) . 3 ǃ Party A has the right to suspend payment of the goods, and the payment shall be made only after both parties reach an agreement on compensation for losses . 4.2.5 Material improvement effectiveness; The monthly average material qualification rate failed to meet the contractual standards for three consecutive months. Quality red line categ - ory 4.2.6 Violation of 5M1E change management procedures, resulting in losses due to unauthorized modifications 4.2.7 Losses caused by defective products such as non - compliant items, expired products, or stagnant inventory 4.2.8 Issuance of false factory inspection reports without conducting standard inspections Scan All - in - One Creator

Liability for breach of delivery of Purchase Order : 1. If Party B fails to deliver goods within the mutually agreed delivery period, resulting in production line shutdowns for Party A, Party B shall bear all associated labor costs calculated as 18 yuan per hour multiplied by the number of hours worked and workforce . Party B shall also fully cover additional expenses incurred due to container delays caused by Party A . In case of delayed delivery, Party B shall compensate Party A for all losses, including but not limited to actual damages, increased costs from alternative suppliers, cancellation fees for related clients or freight orders, and indirect losses such as claims from Party A's clients . 2. Party B shall be liable for all additional costs incurred by Party A due to : (a) batch quality defects in materials that remain unresolved within the committed timeframe ; or (b) persistent failure to meet Party A's delivery requirements, resulting in Party A having to procure materials from alternative suppliers, including increased material costs and container delivery delays . 3. In case of special circumstances (such as increased production capacity or rising costs for Party B), Party B shall promptly consult with Party A . Without Party A's prior consent, Party B must deliver goods on schedule in accordance with Party A's Purchase Order requirements . Party B is prohibited from unilaterally suspending shipments or refusing to accept Party A's orders . Should Party B's unilateral suspension or refusal result in losses to Party A, Party A reserves the right to suspend payment of future payments to Party B and may hold Party B liable for damages caused by the production suspension . VII. Method of Payment for Goods 1. The reconciliation period for monthly settlement terms covers qualified inbound transaction amounts from the 26 th of the previous month to the 25 th of the current month . Both parties shall confirm the reconciliation statement by the 10 th of the following month . If Party B fails to cooperate with the reconciliation on time, the corresponding payment settlement will be deferred to the month following reconciliation completion, and all resulting consequences shall be borne by Party B . 2. Party B shall issue invoices for the goods from the previous month's transactions to Party A by the 20 th of the following month, in accordance with the invoice terms specified in the order . If Party B fails to provide valid invoices meeting the requirements on time, Party A reserves the right to suspend payment of outstanding amounts (including payments from Party A's affiliated companies), and Party B shall bear all resulting liabilities . 3. Settlement shall be conducted according to the agreed payment terms between both parties, with the regular payment period being from the 10 th to the 15 th of each month (postponed in case of holidays, and other special arrangements shall be subject to mutual agreement) . Payments shall be made via bank transfer or acceptance bill . VIII. Liability for Breach of Contract 1. The losses incurred by Party A under this Agreement include, but are not limited to, direct losses, loss of foreseeable profits at the time of agreement execution, damage to business reputation, indirect losses such as claims from Party A's clients, as well as related expenses including attorney fees, litigation costs, preservation fees, insurance premiums, appraisal fees, and notarization fees incurred in loss mitigation or compensation recovery efforts . 2. Without the prior written consent of Party A, Party B shall not assign any rights or obligations under this Agreement to any third party . Party A reserves the right to reject any unauthorized transfer by Party B and claim compensation for all resulting losses . 3. If Party B fails to provide valid invoices that comply with regulations, or if the issued invoices cannot be properly used for tax deductions, Party A has the right to demand compensation of 50 % of the invoice amount as liquidated damages . IX. Confidentiality 6 Department: PMC Version: A/5 Scan All - in - One Creator

The materials provided by Party B to Party A shall not be deemed confidential or proprietary unless otherwise expressly stated in writing by Party B. 2. All trade secrets and intellectual property rights, including procurement agreements, orders, samples, technical drawings, customer information, sales and market plans (including planning and deployment), signed by both parties shall not be disclosed by either party without obtaining written consent from both parties. X. Intellectual Property Rights Guarantee: Party B shall ensure that the delivered products do not infringe upon third - party intellectual property rights. In the event of any infringement, Party B shall bear all legal and financial liabilities arising therefrom and compensate Party A for any losses caused by such infringement. 11. Immunity Deficiency: 1. Force majeure refers to objective circumstances that are unforeseeable, unavoidable, and insurmountable: 2. If the agreement cannot be performed due to force majeure, the party shall promptly notify the other party and provide evidence within a reasonable period. 3. Based on the extent of force majeure's impact on the agreement, both parties shall negotiate to determine whether to amend or terminate the agreement. XII. Application of Law and Dispute Resolution: 1. This Agreement and its supplementary agreements shall be governed by the laws of the People's Republic of China. 2. In case of disputes between the parties that cannot be resolved through negotiation, jurisdiction shall lie with the court at Party A's domicile. 13. Term of Agreement (3 Years): 1. The validity period of this agreement shall be from January 1, 2026 to December 3 1 ,2 0 2 8 . 14. Effective Date of Agreement: 1. This agreement shall come into force upon confirmation, signature and seal by both parties. 2. Matters not covered herein shall be subject to a supplementary agreement to be executed by both parties. Such supplementary agreement shall be inseparable from this agreement and shall have equal legal effect. 3. This agreement is executed in duplicate, with one copy retained by Party A and one by Party B, both being equally legally binding. XV. Others: Party B shall possess lawful business qualifications and be responsible for providing valid business operation certification documents. During the supply process, Party B must comply with relevant national laws and regulations. Any violations shall result in full liability borne by Party B. 16. Contact Information and Contact Persons Confirmed in Writing by Both Parties The email addresses, contact details, and other information provided herein constitute valid written communications and confirmations between both parties regarding the performance of this contract. Party A contact information: contacts ͹ e - mail address ͹ Party B contact information: Contact: 186721100 e - mail address ͹ 7 . app - rove ·11 Department: PMC Version: A/5 Scan All Energy King Creation

Controlled number: YB/ZY - PM - 018 Contact number: 0790 - 7081031 Party A (Party A): Name of unit (chapter): Organization address: legal representative ͹ entrusted agent ͹ Contact number: 18.67211100 Party B (Party B) Guding Longkong Blowing Co., LTD. Unit Name 1 Chapter ) Unit address: No.1 Dongzhihe Road, Development Zone, Wuhan City, Hubei Province legal representative ͹ entrusted agent ͹ ) 8 Department: PMC Version: A5 Scan All - in - One Creator

Exhibit 4.8

ABC(2024)1003-1

No.:36010120250010641

AgriculturalBank of China Co., Ltd

WorkingCapital Loan Contract

Dear customers: to protectyour rights and interests, please carefully read any and all terms of this contract (especially those in block letter) prior to executionof this contract) and pay attention to your rights and obligations in the contract. If you have any doubts or questions regarding thiscontract, please consult the lending bank. If you need to make business inquiries and complaints, please dial the customer service hotlineof Agricultural Bank of China at 95599.

Table of Contents

Section 1 Definitions	1
Section 2 Borrower’s undertakings	2
Section 3 Basic terms	3
3.1 Form of loan	3
3.2 Purpose of loan	3
3.3 Interest rate, penalty interest and compound interest	3
3.4 Drawdown and loan repayment	6
3.5 Financial indicator supervision	8
3.6 Account supervision	8
3.7 Repayment	8
3.8 Certificate of indebtedness	9
3.9 Guarantee	9
3.10 Rights and obligations	9
Section 4 Additional terms	11
Section 5 Legal liabilities	11
Section 6 Miscellaneous	12

Borrower (full name): Jiangxi Yibo Electronic Technology Co., Ltd.

Place of business (address): Yibo Industrial Park, No.756, Photovoltaic Road, Xinyu High-tech Development Zone, Xinyu City

Tel: 15970565118 Fax:_________

Legal representative/CEO: _ Weidong Gu ______

Lender (full name): Agricultural Bank of China Co., Ltd Xinyu Branch

Place of business (address): 206 Beihu Zhong Lu, Xinyu City, Jiangxi Province, China.

Tel: 0790-2187108 Fax:__________

Legal representative/CEO: _ Hui Yang _____

According to the applicable Chinese laws and regulations, both parties hereby enter into this contract through consultations.

Section 1 Definitions

Except as otherwise agreed upon, the following terms shall have the following meanings ascribed thereto when used herein;

1.1 Liquidity loan: refers to the daily production by the lender to the borrower for the borrower’s revolving loan, including the general working capital loan and recycled working capital loan.

1.2 The general working capital loan: refers to the loan period, the borrower in a lump sum or by several times cannot be recycled after withdrawal reimbursement working capital loan.

1.3 Revolving working capital loans:It refers to the working capital loan which can be recycled after repayment after the borrower draws money several times according to needs during the loan limit and the validity period of the limit. Among them, for the self-service revolving working capital loan, the borrower can withdraw the borrowed funds through the lender’s business counter or self-service electronic channels.

1.4 Loan term: consisting of the term of the total loan and the terms of individual loans. The term of total loan shall mean the period from the date of issue of the first loan to the date when the borrower repays all of the loan principal and interest according to the contract; the term of individual loan shall mean the period from the date of issue of individual loan in installment drawdown to the agreed date when the borrower repays the principal of and interest on such loan.

1.5 Loan limit: shall mean the limit of the loan principal provided by the lender to the borrower within the valid period of the limit set forth herein. Within the valid period of limit and the loan limit, the borrower may cyclically use the loan, provided that the sum of the loan amount requested by the borrower and the balance of the loan principal outstanding hereunder may not exceed the loan limit. When the valid period of limit expires, the unused loan limit shall automatically expire.

1.6 Credit validity: refers to the borrowing of borrowing effective date of the failure time.

1.7 Self-service electronic channel: shall mean such electronic channels as online banking, tele-banking and cash management channel made available by the lender for drawdown under the self-service revolving working capital loan mode.

1.8 Period: the period shall be calculated by day, month and year, and if the last day of a period is a public holiday, the first day immediately following the public holiday shall be the expiry date of the period.

1.9 LPR: Loan Prime Rate, shall mean the loan prime rate published by the National Interbank Funding Center.

1.10 LIBOR, the London system Bank Offered Rate, is used to dollar, pound sterling, euro, yen, Swiss franc five currencies.

1.11 SOFR: Secured an Overnight Financing Rate, there is a guarantee of Overnight borrowing rates, only used for dollars. , among them, SOFR term interest rate refers to SOFR futures or derivatives to be calculated on the basis of the each term interest rates, reflects the time SOFR interest rate expectations for the future.

1.12 SONIA: Sterling Overnight Index Average, short for Overnight Index average, used only in sterling.

1.13 EURIBOR: Euro Inter Bank Offered Rate, is the European interbank offered rate, used only in euros.

1.14 TEBOR: Tokyo system Bank Offered Rate, is Tokyo interbank rates, is only used to Japanese yen.

1.15 SARON: Swiss business, what is the abbreviation of an Overnight, Switzerland’s Overnight interest rates on Average, only used for the Swiss franc.

16 HIBOR: Hong kong Intel Bank Offered Rate, is Hong kong interbank lending rates, only for HK .

1.17 SIBOR: Singapore system Bank Offered Rate, is the Singapore interbank lending rates, only for the Singapore dollar.

1.18 withdrawal date: refers to the single loan of the borrower’s account in the day.

1.19 Laws and regulations: including the laws and administrative regulations, local regulations, rules, judicial interpretations and other provisions having the effect of law of the People’s Republic of China.

1.20 Borrowing annualized rate: refers to charge all the cost of borrowing to the borrower and the actual takes up the proportion of loan principal calculation, and converted into interest rate in the form of an annual. Under this contract does not exist any expense is directly related to borrowing. The loan interest rate, loan interest rates in the contract is refers to the borrowing annualized rate, the borrower is charged interest cost calculation at an annual rate. The cost of borrowing is not included under this contract may be or have cost, such as a loan or overdue default using borrowing may produce a penalty or lender realize creditor’s rights of compound interest expenses, etc.

Section 2 Borrower’sundertakings

The borrower hereby undertakes as follows:

2.1 Legal and regulatory compliance of loan application: the borrower is a corporate or public institution legal person incorporated under laws and approved and registered with the competent authorities or another organization that can act as borrower according to the national regulations; the borrower is in good standing and without significant bad records; the purpose of loan and source of funding for repayment are clear and lawful; there is no other violation of laws and regulations.

2.2 Contract execution flawless: The execution of this contract or performance of its obligations hereunder by the borrower has undergone necessary formalities according to the laws and regulations or articles of association; the person signing or sealing this contract is the legal representative/chief executive officer or authorized agent of the borrower; the borrower actively handles or assists the lender in handling the contract approval, registration or filing formalities; there is no other circumstance that might cause the loan contract to be inadequately effective or valid due to the fault of the borrower.

2.3 Provided guarantee lawful and valid; the borrower ensures the guarantor has performed the necessary formalities according to the laws and regulations or articles of association in order to perform the guarantee contract or perform its obligations under the guarantee contract; the guarantor has the right to create security with such collateral; the person signing the guarantee contract is the authorized signatory; the borrower urges the guarantor to actively handle or assist the lender in handling the guarantee contract approval, registration or filing formalities and the guarantee registration formalities; there is no other defect in effect or any circumstance that might result in material adverse change under the guarantee.

2.4 Good-faith performance of contractual rights and obligations: the borrower shall use the loan according to law and the term, purpose and manner set forth in the contract and shall not use the loan for any activities in violation of laws and regulations; the borrower shall actively work with the national competent authorities and the lender on loan disbursement management, post-loan management and related checks; the borrower shall repay the loan in full and in time pursuant to the contract and shall not evade its debts in any manner; any significant matters of the borrower including but not limited to external investments, substantial increase in debt financing, consolidation, separation or equity transfer shall be subject to the prior consent of the lender; the lender has the right to recover the loan in advance based on the return of funds to the borrower; the borrower shall promptly notify the lender of any material adverse event affecting its solvency; there is no other violation of contractual obligations.

2.5 The borrower did not hold back from the lender any events already incurred or ongoing that might adversely affect its financial condition and solvency, including but not limited to legal actions, arbitrations, other administrative proceedings or claims.

2.6 The documents and data provided by the borrower with respect to the borrower, the guarantor and its shareholders are true, complete, accurate, lawful and valid.

Section 3 Basic terms

3.1 Form of loan

The lender will issue the loan to the borrower in the following manner (1).

(1) General working capital loan

① Currency and amount of loan (in words): RMB Forty Million Yuan.

② Term of total loan (in words): one year.

③ Amounts and terms of individual loans

Amount of loan	Date issued	Loan term
RMB Twenty-five million Yuan	January 1, 2026	One Year

(Additional table may be added if necessary, which shall constitute integral part of this contract)

(2) Revolving working capital loan

① Currency and amount of loan limit (in words):______.

② Valid period of limit (in words):___to ______.

(3) Self-service revolving working capital loan

① Currency and amount of loan limit (in words):______.

② Valid period of limit (in words):___to ______.

3.2 Purpose of loan

The loan hereunder shall be used for purchasing raw materials.

3.3 Interest rate, penalty interest and compound interest

3.3.1 Loan interest rate (i.e., annualized borrowing rate)

3.3.1.1 RMB loan, in respect of the loan interest shall be determined in the following manner (1):

(1) Fixed interest rate: the interest rate of the loan shall be fixed within the term of the loan until the maturity date of the loan, as determined by the 1 year (1 year /5 year) LPR plus (plus/minus) forty (in words) BP (1BP =0.01%) on the day before each loan drawdown date (each loan drawdown date/contract signing date).

(2) Floating interest rate: it shall be determined according to the LPR plus or minus a fixed point difference agreed in each period and shall float according to the period. Under this Contract, the interest rate shall be adjusted in -- (in words) months for a period with a point difference of-- (plus/minus) -- (uppercase) BP (1BP =0.01%), the point spread remains the same during the term of the loan.Where, the LPR executed in the first cycle shall be the LPR of -- (1 year /5 years or more) of the day before the date of the loan withdrawal, and the LPR executed in each subsequent cycle shall be re-determined according to the LPR of the day before the date of the loan withdrawal in the first month of the cycle.If there is no corresponding date for the loan, the last day of the month shall be deemed as the corresponding date for the loan.

(3) Others: .

3.3.1.2 Dollar loan, in respect of which the interest rate shall be determined in the following manner ___(benchmark interest rate is negative, according to the zero) :

(1) To a single loan withdrawal day applicable *** (overnight SOFR interest rate /SOFR term interest rate/other forms of SOFR interest rate) (specific term varieties for ***) for the pricing benchmark plus or minus a fixed point difference is determined, the point difference is ** (plus/minus) *** (capital) bp(1bp=0.01%), the point difference remains unchanged within the term of the loan. Based on the first interest rate determination date of the withdrawal date of a single loan, the pricing basis will be adjusted in the following ways (****) and calculated separately:

① The pricing basis is (in words) (day/month) for an adjustment cycle. The interest rate determination date for the second and subsequent installments shall be the corresponding date after the expiry of () (first rate determination date/previous rate determination date). The Lender adjusts the interest rate on that date in accordance with the applicable pricing basis and the aforementioned spread. If the adjustment period is the whole month, if there is no date corresponding to the previous interest rate fixing date in the month of adjustment, the last day of the month shall be the corresponding day.

② The pricing base will not be adjusted throughout the loan term.

(2) Take LIBOR (specific term variety:) applicable to a single loan withdrawal date as the pricing basis to add or subtract a fixed point difference, the point difference is ** (plus/minus) *** (in words) bp(1bp=0.01%), the point difference remains unchanged within the loan term. Based on the first interest rate determination date of the withdrawal date of a single loan, the pricing basis will be adjusted in the following ways (****) and calculated separately:

② The pricing base will not be adjusted throughout the loan term.

For the above two adjustment methods of pricing base, before June 30, 2023, the loan interest rate shall be determined in accordance with the above agreed method of interest rate hereof: After June 30, 2023, the pricing base shall be converted in accordance with the following rules: With the first interest rate determination date after June 30, 2023 applicable, the SOFR interest rate of the corresponding term as the pricing benchmark, plus the adjusted interest rate spread, plus the origin difference, to determine the borrowing rate (after conversion, borrowing rate = the SOFR interest rate of the corresponding term + adjusted interest rate spread + origin difference). Adjusted spreads are shown in the table below. In addition to the pricing basis, other agreements (such as the method of interest calculation, interest settlement, penalty interest, compound interest, etc.) remain unchanged.

Dollar SOFR and adjustment of LIBOR rate spreads (unit: bp)

currency	1 month		3 months		6 months		1 year
The dollar		11.45		26.16		42.83		71.51

(3) The interest rate is fixed with the annual interest rate of ***. The interest rate is fixed during the term of the loan until the maturity date of the loan.

(4) Other ways:***************************

3.3.1.3 Borrowing in (sterling GBP/ Euro EUR/ yen JPY/ Swiss franc CHF/ Hong Kong Dollar HKD/ Singapore dollar SGD/ other non-US dollar foreign currencies), the interest rate shall be determined in *** * of the following ways (zero interest rate applies if the base rate is negative) :

(1) With single loan is a day for * * * (SONIA/ERUIBOR/TIBOR SARON/HIBOR/SIBOR/other) term interest rates (specific deadline varieties are: ****) is determined as the pricing basis plus or minus one point difference, the point difference is *** (plus/minus) **** (capital words) bp (1bp=0.01%), and the point difference remains unchanged over the term of the loan. On the first interest rate determination date of the withdrawal date of a single loan, the pricing basis will be adjusted in the following ways, and the interest will be calculated in stages:

② The pricing base will not be adjusted throughout the loan term.

(2) With single overnight borrowing is a day for * * * (SONIA/ESTR/TONA/SARON/HIBOR/other) as fixed-point differential pricing benchmark plus or minus one sure, spread to * * * * * * * (plus/minus) (capital) bp (1 bp = 0.01%), spread within the borrowing time limit stays the same. The pricing basis is adjusted on a daily basis and interest is calculated on a daily basis. The date on which a single loan is drawn the date on which the first interest rate is set and the date on which subsequent interest rates are set each natural day after the first interest rate is set.

(3) The interest rate is fixed with the annual interest rate of ***. The interest rate is fixed during the term of the loan until the maturity date of the loan.

(4) Other ways:***************************

3.3.1.4 The pricing basis that should apply on the rate fixing date

For 3.3.1.2 and 3.3.1.3 using the overnight benchmark interest rate, the interest rate determination day (T day, if the interest rate determination day is not a working day, The most recent working day before it shall be T days) The applicable pricing basis shall be the interest rate value of T-5 working days corresponding to the lending currency pricing basis agreed under this Contract as shown on the page of ****** Financial Telecommunication terminal.

For non-overnight base rate in 3.3.1.2 and 3.3.1.3, the interest rate fixing day (T day, if the interest rate fixing day is not a business day, The most recent working day before it shall be T days) The applicable pricing basis shall be the interest rate value of the currency pricing basis agreed under this Contract as shown in the page of ****** Financial telecommunication Terminal corresponding to the term T-3 working days.

The above-mentioned working days refer to the local working days of the administrative agency for the pricing basis of the currency of the loan.

3.3.2 Interest accrual and settlement

3.3.2.1 The interest accrued on the loan shall be settled on a monthly (monthly/quarterly/yearly) basis on the 20th day of each --- (month/quarter-end month/year-end month). The borrower shall pay the interest on each interest settlement day. if the last repayment date of the loan principal is not the interest settlement date, the unpaid interest shall be fully paid along with full repayment of loan principal.

3.3.2.2 Interest on the loan hereunder shall be calculated from the date of withdrawal of the single loan.In case of loan subject o fixed interest rate, the interest shall be calculated at the agreed interest rate. In case of loan subject to floating interest rate, the interest shall be calculated at the interest rate determined in each floating period; Where the interest rate floats several times within a single interest settlement period, the interest accrued in each floating period shall be first calculated before adding up the interest in each floating period. Where another interest rate applies, the interest shall be calculated according to the agreement of both parties.(Among them: the daily interest rate of sterling, Hong Kong Dollar and Singapore Yuan = annual interest rate /365, and the daily interest rate of other foreign currencies = annual interest rate /360.)

3.3.2.3 Where the loan maturity date happens on statutory holiday or public holiday, the normal repayment date shall be postponed accordingly to the first working day after the statutory holiday or public holiday, provided that the interest shall accrue according to the agreed interest accrual process during the extended period.

3.3.3 Penalty interest

3.3.3.1 Where the borrower fails to repay the loan principal within the period set forth herein, the lender will charge the penalty interest period by period according to the overdue period on the overdue loan from the due date on the basis of the applicable loan interest rate set forth herein: penalty interest will be charged at the applicable loan interest rate plus _fifty_(in words) percent within 30 days (inclusive) of the due date; penalty interest will be charged at the applicable loan interest rate plus _fifty_(in words) percent beyond 30 days and less than 60 days (inclusive) of the due date; penalty interest will be charged at the applicable loan interest rate plus _fifty_(in words) percents beyond 60 days of the due date; During the overdue period, with respect to RMB loan on which interest accrues at the fixed interest rate (base rate pricing), the penalty interest rate shall be adjusted accordingly as of the date of adjustment to the base rate in case of any upward adjustment to the RMB loan base rate of the same period by the People’s Bank of China; with respect to RMB loan on which interest accrues at the fixed interest rate (prime rate pricing), the penalty interest rate shall be adjusted accordingly as of the working day immediately following the adjustment to the one-year LPR in case of any upward adjustment to the one-year LPR.

3.3.3.2 Where the borrower fails to use the loan for the purpose set forth herein, the lender will charge the penalty interest on the misappropriated loan from the misappropriation date at the agreed loan interest rate plus one hundred (in words) percent, until repayment of the loan principal and interest. During the misappropriation period, with respect to RMB loan on which interest accrues at the fixed interest rate (base rate pricing), the penalty interest rate shall be adjusted accordingly as of the date of adjustment to the base rate in case of any upward adjustment to the RMB loan base rate of the same period by the People’s Bank of China; with respect to RMB loan on which interest accrues at the fixed interest rate (prime rate pricing), the penalty interest rate shall be adjusted accordingly as of the working day immediately following the adjustment to the one-year LPR in case of any upward adjustment to the one-year LPR.

3.3.3.3 Where the borrower fails to both repay the loan principal on due date and use the loan for the purpose set forth herein with respect to one and the same loan, the penalty interest rate shall be whichever is higher.

3.3.4 Annualized loan under this contract interest rate, loan interest rates, loan interest rates in a simple interest method. In this contract agreed by the lender in accordance with regulations of the People’s Bank of China for the borrower to cope with unpaid interest except collecting compound interest, and so on and so forth, as shown in the article 3.3.5.

3.3.5 Compound interest

Where the borrower fails to pay the interest on due date, the lender will charge compound interest on a monthly (quarterly/monthly) basis as of the date of failure to pay on the due date. Interest payable includes: interest payable during the loan period (including penalty interest for default) and interest payable after the loan is overdue (including penalty interest for late payment and penalty interest for default use).For the unpaid interest incurred during the loan period, compound interest shall be calculated at the loan execution rate as agreed in the contract before the repayment date, and compound interest shall be calculated at the overdue loan rate after the repayment date; The unpaid interest on overdue loans shall be compounded at the interest rate of overdue loans.

3.4 Drawdown and loan repayment

3.4.1 Conditions for drawdown

3.4.1.1 The borrower shall meet all of the following conditions when applying for drawdown:

(1) The borrower is qualified as borrower and its corresponding decision-making body or authorizing body has made a resolution consenting to loan according to law and the approvals of competent authorities have been obtained if necessary;

(2) The borrower has completed the related guarantee formalities as required by the lender and the guarantee is lawful and valid;

(3) The use of loan by the borrower complies with the laws and regulations and the provisions of the loan contract and the commercial contract applicable to the loan use;

(4) The related representations and warranties made by the borrower at the time of execution of the contract remain true and valid at the time of each drawdown, no material or substantial adverse change has occurred and no other material adverse circumstances that might affect the performance of this contract have occurred.

(5) Other covenants:______.

3.4.1.2 If the borrowerfails to satisfy any of the conditions set forth in Subsection 3.4.1.1 above within 3 (3/6/9) months of execution of this contract,the lender has the right to terminate this contract at its sole discretion. Where the lender so terminates this contract, the borrowershall have 7 days to raise any objection, commencing from the date when the lender notifies the borrower in writing, orally or in anyother form.

3.4.2 Drawdown process

3.4.2.1 General working capital loan

3.4.2.1.1 The borrower shall withdraw the loan according to its actual need for loan utilization, with the specific drawdown schedule as follows:

Among them, the first loan must be withdrawn prior to __ _____ and the last loan must be withdrawn prior to __--___. Where the borrower fails to handle the drawdown formalities according to the drawdown schedule set forth herein, the lender has the right to cancel the non-withdrawn loan in full or in part and re-determine whether or not to issue the loan and the conditions for drawdown.

3.4.2.1.2 The borrower shall withdraw the loan on such date and in such an amount as set forth herein. If the borrower needs to adjust its drawdown schedule, it shall file a request to the lender -- days in advance for approval.

3.4.2.2 Revolving working capital loan

3.4.2.2.1 The borrower may apply to the lender for loan drawdown on a loan-by-loan basis as necessary to the extent of the loan limit and handle the drawdown formalities subject to the review and approval of the lender, provided that the term of individual loan may not exceed ___years and the expiry date thereof may not exceed six months of the expiry date of the valid period of limit.

3.4.2.2.2 Where the borrower applies for loan drawdown, it shall file a written drawdown request to the lender and provide it with the commercial contract, invoice and other credentials corresponding to the loan utilization.

3.4.2.3 Self-service revolving working capital loan

The borrower may withdraw the loan tranche by tranche as necessary via the clerk counter or self-service electronic channel provided by the lender to the extent of loan limit, provided that the amount of individual loan may not be less than RMB fifty thousand Yuan and shall be the multiples of RMB ten thousand Yuan and the loan term may not be more than one year and the expiry date thereof may not exceed the expiry date of the valid period of limit.

3.4.3 Loan disbursement

3.4.3.1 Authorized disbursement

3.4.3.1.1 In any of the following cases, the borrower will engage the lender to disburse the loan proceeds to the counterparty of the borrower that meets the provisions of this contract and the purpose set forth in the commercial contract corresponding to the loan utilization:

(1) The payee is well-defined and the amount of each drawdown exceeds RMB one million Yuan (including foreign currency equivalent);

(2) Other circumstances agreed upon by both parties:______.

3.4.3.1.2 In case of authorized disbursement, the borrower shall submit a drawdown request and the Notice of Authorized Disbursement to the lender three days in advance and provide the commercial contract, invoice and other credentials corresponding to the loan utilization as required by the lender. Upon its review and confirmation, the lender will directly pay the loan proceeds to the counterparty of the borrower via the borrower’s account. Where the drawdown request of the borrower does not meet the drawdown conditions set forth herein or the payment authorization request is inconsistent with the provisions hereof or the transaction documents are incomplete or untrue with respect thereof, the lender has the right not to issue or disburse the corresponding loan; the resulting default of the borrower to its counterparty or any otherlosses so incurred shall not be the responsibility of the lender. Any delay or failure in payment of funds due to inaccurate or incomplete payment information provided by the borrower shall not be responsibility of the lender.

3.4.3.1.3 Where the borrower applies for delayed payment or withdraws its payment authorization, it shall file the request in writing to the lender prior to any payment by the lender. Upon its review and confirmation, the lender will suspend the authorized payment and may recover the corresponding loan; during this period, the interest shall accrue on the corresponding loan pursuant to this contract. Upon suspension of authorized payment, if the borrower applies for restoration of payment authorization, the provisions of Section 3.4.3.1.2 shall apply.

3.4.3.1.4 The payment authorizationshall be unconditional, and if the borrower imposes any conditions in the Notice of Authorized Payment, such conditions shall not createany obligation on the part of the lender. Except as otherwise agreed upon by both parties in writing, the lender will not be obligatedto notify the payee when it deals with the matters of authorized payment, suspended payment, withdrawn payment or restored payment.

3.4.3.1.5 In case of authorized disbursement, the lender has the right to restrict the act of payment and withdrawal function of such non-counter channels with respect to the related accounts of the borrower including but not limited to online banking, tele-banking and cash management channel.

3.4.3.2 Autonomous disbursement

Except as otherwise set forth in Subsection 3.4.3.1.1, upon the issue of the loan into the borrower’s account, the borrower may make payments of its own pursuant to this contract. The borrower shall notify the lender of the payment of loan proceeds as required by the lender and provide the loan utilization records and the commercial contract, invoice and other credentials corresponding to loan utilization in a timely manner as required by the lender. The lender may verify whether the loan disbursement complies with the agreed purpose through account analysis, voucher examination and onsite survey, among others.

3.4.3.3 If the credit standing of the borrower decreases, the loan utilization is found abnormal, the borrower fails to pay the loan proceeds pursuant to this contract or the borrower circumvents the authorized disbursement by the lender by breaking up the whole into parts or providing falsified data, the lender may consult with the borrower about additional conditions for loan issue and disbursement or cease to issue and disburse the loan.

3.4.4 Drawdown return

3.4.4.1 If the loan already withdrawn by the borrower exceeds the amount actually paid by the borrower for the related transactions or the refund of the transaction amount occurs due to the commercial contract upon which the loan hereunder is based corresponding to the loan utilization cannot be actually performed in full or is rescinded or becomes invalid through no fault of the lender, the borrower shall return the corresponding loan proceeds to the lender.

3.4.4.2 If the borrower fails to disburse the loan proceeds in such manner as set forth herein, the lender has the right to recover the loan proceeds paid otherwise pursuant to the contract.

3.4.4.3 Prior to the return of the loan proceeds according to Subsection 3.4.4.1 and Subsection 3.4.4.2, the interest shall accrue and be settled according to Subsection 3.3.1 and Subsection 3.3.2.

3.5 Financial indicator supervision

In the following case (1) (2) and (3), the borrower shall take the debt security measures acceptable to the lender as required by the lender, otherwise the lender may exercise the remedies set forth in Subsection 5.3:

(1) The asset-liability ratio of the borrower exceeds70%;

(2) The contingent liability ratio of the borrower exceeds_100%___;

(3) The operating cash flow of the borrower remains negative for _three__ consecutive years;

(4) Others:______.

3.6 Account supervision

3.6.1 The borrower hereby designates the following account as its collection account:

Account name: Jiangxi Yibo Electronic Technology Co., Ltd .

Account No: 14339001040007940

3.6.2 The lender has the right to take the following supervisory measures against the aforesaid collection account:

(1) Require the borrower to provide the details about the receipt and expenditure of funds into and from the collection account.

(2) Others;_______.

3.7 Repayment

3.7.1 Repayment method

3.7.1.1 The borrower shall deposit the loan principal and interest then due and payable into the repayment account designated by the lender one days prior to the repayment date and irrevocably authorize the lender to make collections from such account.

3.7.1.2. If the borrowerfails to repay its debts hereunder when due (including being declared due and payable) pursuant to this contract, the lender has the rightto deduct the corresponding amount from any and all accounts of the borrower with the lender or any other branch of Agricultural Bankof China for repayment, until the borrower fully repays any and all of its debts hereunder.

3.7.1.3 If the lender exercisesits right of offset according to law or this contract, the borrower shall have seven days to raise any objections, commencing from thedate when the lender notifies the borrower in writing, orally or in any other form.

3.7.2 Repayment sequence

3.7.2.1 The borrower shall repay its debts hereunder in the following sequence, except as otherwise agreed upon by both parties:

(1) If there are severaldebts due between the borrower and the lender and the repayment by the borrower is insufficient to repay all debts due, the debts repaidby the borrower’s payments and the sequence of offset shall be determined by the lender;

(2) If the lender exercises the right of offset against the borrower according to law or the provisions hereof, the debts to be offset and the sequence of offset shall be determined by the lender; when the lender exercises the right of subrogation according to law, the debts repaid by the sub-obligor’s payments and the sequence of offset shall be determined by the lender.

3.7.2.2 If the repayment by the borrower is insufficient to repay the loan due and payable hereunder, the lender may choose to apply the repayment towards repayment of the principal, interest, penalty interest, compound interest or the costs and expenses of debt realization.

3.7.3 Prepayment

3.7.3.1 The borrower shall file a written request for prepayment to the lender one days in advance and may make prepayment with the mutual consent of both parties. The repayment sequence of prepayment shall be as specified in Subsection 3.7.2.

3.7.3.2 When the borrower makes prepayment, the interest shall accrue on the prepaid portion in the following manner (1) and shall be paid in full along with full repayment of loan principal:

(1) The interest shall accrue for the actual period of loan and at the agreed interest rate;

(2) The interest shall accrue for the actual period of loan and at the interest rate set forth herein plus ___%;

(3) Others:_______.

3.7.3.3 In case of prepayment by the borrower, the principal repaid may not be less than ---- and shall be multiples of --------.

3.7.3.4 If the borrower prepays a portion of loan, the interest shall still accrue on the loan not yet repaid at the loan interest rate set forth herein.

3.7.4 Extension

The borrower of general working capital loan, if unable to repay the loan on the repayment date set forth herein, may apply to the lender for extension. The borrower shall file an extension request to the lender 15 days prior to the maturity date of such loan and both parties will execute the extension agreement subject to the consent of the lender.

3.8 Certificate of indebtedness

3.8.1 The certificate ofindebtedness shall constitute integral part of this contract. If this contract does not so specify or if the loan amount, drawdown amount,repayment amount, date of loan issue and maturity date, loan term, loan interest rate or purpose of loan specified herein is inconsistentwith that indicated on the certificate of indebtedness, the particulars on the certificate of indebtedness shall prevail.

3.8.2 In case of self-servicerevolving working capital loan, if the borrowers withdraws the loan via self-service electronic channel, the loan amount, drawdown amount,repayment amount, date of loan issue and maturity date, loan term, loan interest rate and purpose of loan shall be as indicated on theelectronic transaction records generated from the self-service electronic channel.

3.9 Guarantee

3.9.1 The form of guarantee for the loan hereunder is: Credit, Mortgage,

3.9.2 The guarantee contract shall be executed by and among the lender, the borrower and the guarantor separately. In case of maximum-amount guarantee, the guarantee contract numbers are 36100620240014740 .

3.10 Rights and obligations

3.10.1 Borrower’s rights and obligations

(1) To withdraw the loan pursuant to this contract;

(2) To repay the loan principal and interest in time and in full;

(3) To use the loan for such purpose and in such manner as specified by laws and regulations or set forth herein and not to use the loan for investment in fixed assets or equities or for any field or purpose of production or operations prohibited by the national laws and regulations;

(4) To accept and actively work with the lender and its principal on supervision and examination of financial activities, loan utilization and other related matters; to submit the related data and information about loan utilization and finance and such other matters as required by the lender to the lender in a timely manner as required by the lender;

(5) The borrower shall notify the lender in writing of its intention to conduct any of the following actions in advance for the consent of the lender, and the lender may participate in such activities:

① Contracting, leasing, shareholding reform, joint operation, consolidation, merger, merger & acquisition, separation, reduction in registered capital, joint venture, transfer of major assets, significant external investment, issue of bonds, high-value financing, significant related-party transactions, petition for winding-up, petition for dissolution and petition for bankruptcy, etc;

② Provision of large-amount warranty guarantee for others’ debts or mortgaging or pledging its major assets to any third party, which might adversely affect the borrower’s solvency;

③ Any other material adverse events sufficient for the borrower to cause any material change to the credit-debt relation hereunder or affect the realization of the financial claims of the lender;

(6) When the borrower incurs any of the following events, the borrower shall notify the lender in writing within 5 days of occurrence thereof:

① The borrower or its legal representative, chief executive officer or actual controller engages in any illegal activities;

② The borrower is out of business, shut down, deregistered, or has its business license revoked or rescinded;

③ The borrower suffers deteriorating financial condition or serious operational difficulties or any material adverse dispute;

④ Borrowers are exposed to anti-money laundering, anti-terrorist lending, anti-escape and sanctions compliance risks.

⑤ Borrowers involve significant environmental and social risks.

⑥ The borrower, the main shareholder, the actual controller, the legal representative, senior executives and other personnel illegally engage in private lending, illegal fund-raising, involvement in crime and other illegal financial activities.

⑦ Any other event of the borrower that might adversely affect the realization of financial claims of the lender hereunder.

(7) When the borrower incurs any of the following events, the borrower shall notify the lender in writing within 7 days of occurrence thereof:

① The affiliation of the borrower changes, its senior management changes substantially or its organizational structure changes substantially;

② The borrower’s name, place of business, scope of business or other business registration particulars or licenses change substantially;

③ The borrower’s registered capital is increased or its articles of association are substantially modified;

④ Any other event of the borrower that might adversely affect the performance of its debts hereunder.

(8) The borrower and its investors may not evade its debts to the lender by means of capital withdrawal, transfer of assets or unauthorized share transfer or otherwise and may not engage in any other activities detrimental to the interests of the lender;

(9) Other rights and obligations specified in laws and regulations or agreed upon by both parties.

3.10.2 Lender’s rights and obligations

(1) To issue the loan to the borrower in time and in full, except for delay due to the fault of the borrower or otherwise through no fault of the lender;

(2) To supervise and examine the production operations, financial condition, material inventory and loan utilization and other aspects of the borrower either onsite or offsite and to require the borrower to provide related documents, data and information;

(3) If the borrower incurs any circumstance that might adversely affect the loan security or debt service or the guarantor is out of business, shut down, deregistered, has its business license revoked, goes bankrupt or is rescinded or suffers substantial operating losses or any other circumstances that might cause it to lose the corresponding guarantee capacity in part or in full, or the collaterals or pledged properties used as security for loan are diminished, accidentally destroyed or lost or otherwise jeopardize the realization of guarantee, the lender may require the borrower to make corrections, implement safeguards for financial claims or provide another valid guarantee within a specified period or reduce or revoke the loan limit granted to the borrower, cease to issue the loan or declare the loan hereunder and other contracts due and repayable immediately or recover the loan in advance, etc.

(4) Other rights and obligations specified in laws and regulations or agreed upon by both parties.

3.10.3 Other obligations

3.10.3.1 Both parties shall keep strictly confidential any and all business secrets of the other party and other information that are acquired in the course of execution and performance of this contract; except otherwise specified in laws and regulations, neither party may disclose or divulge any of the aforesaid information to any third party without the prior consent of the other party.

3.10.3.2 Upon termination of the rights and obligations hereunder, both parties shall perform necessary notification, assistance and other obligations in good faith.

Section 4 Additional terms

Both parties further agree as follows:

Section 5 Legal liabilities

5.1 Any of the following acts of the borrower shall constitute default:

(1) Violation of any obligation hereunder;

(2) Failure to perform any of its undertakings made in Section 2 hereof;

(3) Express indication or indication by action of its unwillingness to repay its debts already due or becoming due hereunder;

(4) Failure to perform any of its obligations under any other contract between the borrower and the lender in full or in part, where the lender declares such failure constitutes default of the borrower;

(5) The borrower’s other failures to perform this contract in full or in part.

5.2In any of the following cases, the lender may terminate this contract and any other contract between the two parties:

(1) Any default of the borrower or the guarantor;

(2) The repayment capacity of the borrower or the guarantor might materially and adversely change;

(3) The collaterals or pledged properties may suffer substantial damage or value decrease;

(4) Any adjustment to the national policy that might materially and adversely affect the loan security;

(5) The borrower commits any material default to any other creditor;

(6) Any other circumstance in which this contract may be terminated according to law or agreement of both parties.

If the lender terminatesthis contract, the borrower shall have 7 days to raise any objection, commencing from the date when the lender notifies the borrower inwriting, orally or in any other form.

5.3 In case of any circumstance set forth in Subsection 5.1 or 5.2, the lender may exercise the following remedies:

(1) Require the borrower and the guarantor to make corrections to its default or other circumstances detrimental to the loan security, implement safeguards for financial claims or provide another valid guarantee within a specified period;

(2) If the borrower fails to use or repay the loan pursuant to this contract or to pay interest when due hereunder, to charge the penalty interest and compound interest pursuant to this contract, until full repayment of the loan principal and interest;

(3) Reduce or revoke the loan limit granted to the borrower, cease to issue the loan or declare the loan hereunder and other contracts due and repayable immediately or recover the loan in advance;

(4) Exercise the right of offset or other statutory or agreed rights against the borrower;

(5) Require the borrower to assume damages and other legal liabilities;

(6) Take corresponding asset preservation measures and other legal measures;

(7) Publicly disclose the defaults of the borrower;

(8) Other remedies:__--____.

5.4 In the event of deterioration of the Borrower’s credit standing as set forth in Article 5.2, the Lender shall have the right, without notice, to automatically cancel all undrawn loan facilities of the Borrower under this Contract.

5.5 Where the lender realizes its financial claims by means of legal actions or arbitration or otherwise due to the default of the borrower, the attorney’s fee, travel expenses, enforcement costs, appraisal costs and any and all other costs and expenses incurred by the lender to realize its financial claims shall be borne by the borrower.

5.6. Subject to the borrower performing its obligations hereunder, if the lender fails to issue the loan in full and in time to the borrower, the lender shall compensate the borrower for the actual losses so incurred.

Section 6 Miscellaneous

6.1 The notices and communications hereunder shall be sent to the other party according to the postal address, fax number or other contact details indicated herein, and either party shall notify the other party of any change to its contact details promptly.

6.2 Terms of Service

6.2.1 The Borrower agrees and confirms that the following address shall be used as the address of legal documents related to contract performance and dispute settlement hereunder;

Address: Yibo Industrial Park, No. 756, Photovoltaic Road, Xinyu High-tech Development Zone

Zip code: 338000

Recipient and contact number: Yang Yuan 18379006818

6.2.2 The Borrower agrees that the Lender or the Dispute Authority may also serve the relevant legal documents to the Borrower through the electronic service methods (1) and (5) below;

(1) Mobile phone: 18379006818

(2) Fax:

(3) Email address:

(4) the QQ:

(5) WeChat: GRACE520YY

(6) Other electronic modes:

6.2.3 The scope of service address and method shall include all kinds of notices, agreements and other documents hereunder, as well as relevant documents and legal documents in dispute settlement procedures (including but not limited to mediation, arbitration, first instance, second instance, retrial and execution procedures).

If the address or method of service needs to be changed, the Borrower shall notify the Lender in writing 7 working days in advance, and the change shall take effect upon the Lender’s receipt of the actual notice.Failure to give prior written notice shall be deemed as unchanged.

Way for the borrower to provide the delivery address or inaccurate, untrue, or delivery address mode change after failed to timely notify the lender, or collecting lenders and borrowers to a specified person (whether or not the borrower specifies the collecting, loan per capita can be served on its legal representative or person in charge) refused to sign for it, lead to relevant legal documents are not actually receiving,The borrower shall bear the legal consequences arising therefrom by itself.In case of service by mail, the date of return indicated on the receipt of mail shall be deemed to be the date of service;If the service is made directly, the date on which the person on whom the service is made is deemed to be the date of service on the spot on the receipt of service.If the service is made by electronic means, the date of entry into the system designated by the borrower shall be deemed to be the date of service.

6.2.4 If both the address of service and the method of electronic service are agreed upon at the same time, the delivery to the address specified by the borrower shall have the same legal effect as the electronic service.If the same matter or legal document is served in more than one way, it shall have the effect of service, and the date on which it is first served shall be regarded as the date of service.

6.2.5 These Terms of Service are independent terms and shall not be affected by the validity of the Contract as a whole or other terms.

6.3 The lender may chargefees according to the items and rates set by it according to laws and regulations, except otherwise agreed upon by both parties. If thelender adjusts its fees or tariff according to laws and regulations, it has no obligation to further notify the borrower after publicationof such adjustment, except otherwise specified in laws and regulations or agreed upon by both parties.

The fees payable by both parties to third parties for performance of this contract shall be determined and borne by both parties through consultations. In absence of consultations or if such consultations fails, the fees shall be borne by both parties according to laws and regulations or on the fairness basis.

6.4 The lender or Agricultural Bank of China may authorize or engage other branches of Agricultural Bank of China to perform the rights and obligations hereunder as necessary for its business management (including but not limited to post-loan management, loan collection and clearing , exercise of security interests and issue of credit) or appropriate the loan hereunder to the care of other branches of Agricultural Bank of China, which the borrower hereby acknowledges and undertakes to bear the legal consequences of such action arising hereunder. The aforesaid acts ofthe lender may be made without further consent of the borrower.

6.5 The lender has the right to provide the information related to this contract (including but not limited to loan form classification and information of overdue loans) and other information related to the borrower to the financial credit information basic database according to the applicable laws and regulations or the requirements of financial regulatory authorities for inquiry or use by suitably qualified entities or individuals. Any adverse effect or loss caused to the borrower due to reliance upon or use of any of the information by any suitably qualified thirdparty shall not be the responsibility of the lender in any manner.

6.6 During the term of thiscontract, if enactment of or modification to any laws, regulations or national policy or regulatory provisions renders the lender unableto continue performing this contract in full or in part, the lender has the right to cancel the loan not yet issued and take such othermeasures as the lender deems necessary according to the aforesaid applicable provisions.

6.7 Any failure to exercise, partial exercise or delay in exercise of any of its rights hereunder by the lender shall not constitute waiver of or change to such right or any other rights, nor shall it affect the further exercise of such right or any other related rights.

6.8 Tax and invoicing

6.8.1 The amounts collected by the lender from the borrower hereunder subject to the tax according to the applicable national tax laws and regulations are inclusive of VAT. The VAT rate shall be determined according to the provisions of the national laws and regulations. During the term of thiscontract, in case of any adjustment to the national tax laws and regulations, the lender will adjust the tax rates and other related aspectsaccordingly.

6.8.2 The lender will issue VAT special invoice or VAT general invoice to the borrower according to the national laws and regulations. Where the borrower requires the VAT special invoice to be issued, the conditions and procedure specified in the national tax laws and regulations shall be complied with, otherwise the lender has the right to reject any request of the borrower seeking VAT special invoice hereunder. Within 360 days of receipt of any taxable amount by the lender from the borrower, the borrower has the right to require the lender to issue an invoice. The invoices shall be issued by the lender or the issuing entity designated by the lender. Where the borrower fails to seek VAT invoicewithin the specified period, the lender has no obligation to provide VAT invoice.

6.8.3 If the lender issues erroneously VAT special invoice or VAT general invoice to the borrower due to the fault of the borrower, the borrower shall be solely responsible for the resulting consequences, and the lender has the right to require the borrower to be liable for the losses or other adverse consequences so incurred to the lender. Where any VAT invoice needs to be revoked or any red-marked invoice is issued due to erroneous issue of invoice, the borrower has the obligation to work with the lender to complete the matter of related invoices.

6.9 Dispute resolution

6.9.1 Any dispute arising hereunder shall be resolved by both parties through consultations, failing which the dispute shall be resolved in the following manner (1):

(1) Sue to the people’s court having competent jurisdiction over the place of the lender;

(2) Submit the dispute to _______(full name of the arbitral authority) for arbitration according to its arbitration rules.

6.9.2 During the legal action or arbitration, the terms of this contract not involved in dispute shall continue in full force and effect.

6.10 Execution

6.10.1 This contract will take effect upon being signed or sealed by both parties hereto.

6.10.2 Place of signing: Xinyu City.

6.10.3 Date of signing: December 24, 2025

6.10.4 Any matter not specified herein shall be resolved by both parties through further consultations.

6.10.5 This contract is made in three copies, one copy for the borrower, one copy for the lender, one copy for the guarantor, and _--__copies for __--__, each copy bearing the same legal effect.

The borrower’s statement:lender has called our attention of the related terms according to law (especially those terms in block letter) and explained the concepts,contents and legal effect of related terms upon our request, and we are fully aware of and understood the aforesaid terms.

(The following is intentionally left blank)

(Borrower Signature page)

This page is Contract Signature Page No. 36010120250010641

Borrower (signature and seal):

Legal representative/person in charge:

Or Authorized Agent:

(Lender signature page)

This page is Contract Signature Page No.36010120250010641

Lender (signature and seal):

Legal representative/person in charge:

Or Authorized Agent:

Exhibit 4.9

Loan contract

(export supplier’s credit)

The contract no. :HET022300001220250900000001

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TABLE OF CONTENTS

Chapter I: Amount, Purpose and Term of Loan	3
Chapter II: Loan Interest Rate and Interest Calculation and Collection	5
Chapter III: Withdrawal, Issue and Payment of Loans	8
Chapter IV: the handling of intermediary business	12
Chapter V :The Borrower’s representations, warranties and undertakings	12
Chapter VI: Change of Circumstances	19
Chapter VII: Participation of Agent Banks	20
Chapter VIII: Repayment of Loan	21
Chapter IX: Expenses and Compensation	22
Chapter X: Guarantee	23
Chapter XI: Insurance	24
Chapter XII: Event of Default and Handling	24
Chapter XII: Contract Modification	26
Chapter XIII: Setoff, Assignment and Waiver	27
Chapter XV: Governing Law and Dispute Resolution	27
Chapter XVI: Others	27
Annex I: Form of withdrawal application

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This Loan Contract (Export supplier’s credit) (Contract No. : HET022300001220250900000001) is in 2025.09.08

Signed by and between the parties as follows:

Borrower: Jiangxi Yibo Electronic Technology Co., LTD. (hereinafter referred to as the “Borrower”)

Legal representative: Gu Weidong

Registered address: No. 756, Pv Road, Gaoxin Development Zone, Xinyu City, Jiangxi Province

Zip code: 338000

Telephone: 0790-7131588

Basic Accounts bank: Xinyu Rural Commercial Bank Co., LTD. Gaoxin Sub-branch Business Department

Account number: 210738001000039561

Lender: Export-Import Bank of China, Jiangxi Branch (hereinafter referred to as the “Lender”)

Responsible person: Zhang Jing

Registered address: No. 1198, Fenghe Middle Road, Honggutan New District, Nanchang City

Zip code: 330038

Telephone: 0791-83952708

The fax: 0791-83952785

☐ The Borrower applies to the Lender for an export Supplier’s credit for the working capital required for the ☐ export ☐ export business. Upon review, lender agrees to grant the loan on the terms and conditions of this Contract.

In order to clarify the rights and obligations of both parties, the parties hereby enter into this Contract by mutual agreement in accordance with the Contract Law of the People’s Republic of China and other relevant laws and regulations.

“Outside” in this Contract includes Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Region.

Whenever you encounter this symbol “☐” in this contract, please tick “√” if you select it, or please write “ⅹ” if you don’t select it

Chapter I Loan amount, Purpose and Term

Article 1 the lender agrees to provide the borrower with an export supplier’s credit of up to the following amount in accordance with this contract :(hereinafter referred to as the “loan”)

☐ RMB 43500000

(In words) RMB forty-three point five million)

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☐ US$ /

((In words) USD / )

The Borrower may, as agreed, apply in writing to the Lender for the use of the Loan during the Drawdown Period (as defined in Article 3, if any) and within the limit amount of the Loan.

Article 2 In accordance with the relevant laws and regulations of China and the relevant provisions of the Export-Import Bank of China on the management of export supplier’s credit, the “loan” under this Contract shall be specially used for the working capital required by the Borrower in ☒ export _____________ þ Export business. without the prior written consent of the Lender. The Borrower shall not change the purpose of the Loan under this Contract.

☒ The Borrower hereby states that, they are completely aware of and agree that the “loans” under this contract $__________________ (currency), the amount (RMB (capital) __________________) used to - pay “lender” and the “borrower” in the loan contract signed on _______ _______ _______ years(contract number:...) under the “borrower” outstanding _______ yuan (RMB (capital) _______) payment - pay _______ of Banks to offer “the borrower” bridge loans.

Article 3 The term of the Loan under this Contract is 12 months, starting from the first loan date under the Loan and terminating on the last repayment date (hereinafter referred to as the “Loan Term”).

☐ The Borrower may apply to withdraw the Loan under this Contract for a period (hereinafter referred to as the “Drawdown Period”) starting from the effective date of this Contract and terminating on the earliest of the following three dates:

(1) ______ calendar months from the date on when all prerequisites have been satisfied in full ,or have not been satisfied but have been waived by the Lender; or

(2) ______ ______ ______;or

(3) The date on which the Loan amount is drawn down or cancelled in full in accordance with the terms of this Contract.

At the end of the drawdown period, the amount of the Loan that the Borrower do not applied for is automatically cancelled.

☐ Special agreement

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Chapter II Interest rate on Loans and Calculationand collection of Interest

Article 4 The following interest rates shall apply to the “Loan” under this Contract:

☒ For RMB “loans”, it is determined by ☒ 1 year ☒ 5 years or more of the loan’s market quoted interest rate (LPR) ☒ plus ☒ minus ______%. It is determined once every ☒ one month ☒ first quarter ☒ half a year ☒ once a year. The floating date of the interest rate shall be calculatied on the basis of the issuance date of the Loan, The disbursement of instalments shall be based on the issuance date of the first “loan” and the disbursement date of the disbursement “loan” .and the LPR value shall be the LPR value applicable to the 1 working day prior to the first lending date or floating date, which is floating on a daily basis. Once the floating rate is determined, it cannot be changed during the floating period. After the floating term expires, the next floating rate of the “loan” will be determined according to the corresponding LPR at that time.

☐ For RMB “loans”, the export supplier’s credit rate is implemented ☐ upward ☐ downward _____% fixed, determined every full ☐ a month ☐ a quarter ☐ half a year ☐ a year. The floating date of the interest rate shall prevail from the issuance date of the Loan, and the LPR value shall be the LPR value applicable to the 1 working day prior to the first lending date or floating date, which is floating on a daily basis. Once the floating rate is determined, it cannot be changed during the floating period. After the floating term expires, the next floating rate of the “loan” will be determined according to the corresponding Loan rate at that time.

☐ For RMB “loans”, the applicable fixed annual interest rate is ________% (________%), which is equivalent to the one-year or ☐ five-year loan market applicable to the contract☐ effective date or ☐ the first working day before the first loan date Offer rate (LPR) ☐ plus or ☐ minus ________%.

☐ For RMB “loans”, a fixed annual rate of 3.4 percent (3.4 %) applies.

For foreign currency “loans”, it is determined by ________ (________) month LIBOR plus ______BP, which is determined once every ☐ full month ☐ quarter ☐ half a year ☐ a year. The interest rate floating date is calculated from the “loan” issuance date, and the disbursements are based on ☐ the issuance date of the first “loan” ☐ the disbursement date of the “loan”. Two working days before the expiry date, the day is floating. Once the floating interest rate is determined, it cannot be changed during the floating period. After the floating period expires, the interest rate of the next floating period for the implementation of the “loan” shall be determined according to the loan interest rate of the corresponding grade at that time.

☐ For foreign currency “loans”, the fixed annual rate of / ( / %) applies.

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☐	%

Article 5 The interest stipulated in this Contract shall be calculated from the actual withdrawal date of the “Borrower” on the basis of the actual withdrawal amount and days of use. The calculation base is 360 days one year.

Article 6 The interest of the Loan under this Contract shall be settled on ☐ month, ☐ quarter, ☐ half a year, ☐ year on March 20th, June 20th, September 20th and December 20th. The interest payment date is the day after the settlement date. The Borrower shall pay interest to the Lender on each Coupon Payment Date as provided herein.

Each interest settlement period should start on the previous interest payment date (except for the first interest settlement period of the first withdrawal) and end on the immediately following interest settlement date; If the last maturity date is not an interest settlement date, the interest of the “loan” in the interest period of the last maturity date shall be paid on the last maturity date; if any interest payment date ends on a non-working day, it shall still be paid on non-working days.

Article 7 ☐ For all overdue RMB loans under this Contract, the Lender will charge a penalty interest rate of 50% on the basis of the loan interest rate set forth in Article 4 of this Contract from the date of overdue loans until the borrower pays off the principal and interest of overdue LOANS in full.

☐ For all overdue foreign currency loans under this Contract, the Lender will charge a additional penalty interest rate Of / on the basis of the loan interest rate set forth in Article 4 of this Contract from the overdue date until the borrower pays off the principal and interest of the overdue Loan in full.

The penalty interest rate is adjusted with the loan rate. If the loan interest rate is adjusted, the penalty rate shall be calculated by stages.

Article 8 ☐ For all misappropriated RMB loans under this Contract, the Lender shall charge additional 100% penalty interest rate on Of / the basis of the loan interest rate stipulated in Article 4 of this Contract from the date of misappropriated loans until the borrower pays off the principal and interest of the misappropriated LOANS in full.

☐ For all misappropriated foreign currency loans under this Contract, the Lender will charge an additional penalty interest rate on the basis of the loan interest rate set forth in Article 4 of this Contract from the date of misappropriated loan to the date until the borrower fully pays off the principal and interest of the misappropriated loan.

He penalty interest rate is adjusted with the loan rate. If the loan interest rate is adjusted, the penalty rate shall be calculated by stages.

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Article 9 The “borrower” shall open a RMB settlement account and/or current account foreign exchange account and/or a special account for foreign exchange loans and a special account for foreign exchange repayment (hereinafter referred to as the “designated account”) at the “lender”. The loan transfer and principal and interest repayment under the account are carried out through this account. The “borrower” shall pay the interest to the “designated account” on each interest payment date. The “borrower” hereby authorizes the “lender” to deduct the corresponding interest amount from the “designated account” on the interest payment date. The “borrower” hereby authorizes the “lender” to transfer the current funds of the “borrower” under the “business contract” (as defined in Article 11, paragraph 1) to the “lender” by himself or through the “correspondent bank”. Designated account”, used to pay the interest under “loan”. However, if the amount of such funds is not enough to pay the interest payable in the current period, the “borrower” shall pay with its own funds, and the “lender” has the right to directly deduct the difference from any account of the “borrower”.

Article 10 When the loan principal of the “borrower” is not overdue, the interest payable to the “borrower” but not paid shall be paid ☐ monthly ☐ quarterly ☐ half-yearly ☐ annually, starting from the day after the interest settlement date, at the loan interest rate stipulated in Article 4 of this contract. On the interest settlement date or the day-to-day compound interest calculation, the calculation shall be based on the actual number of days that have not been paid on schedule.

If the loan principal of the “borrower” is overdue, from the date of overdue (including that day), the interest payable to the “borrower” but not paid and the overdue penalty interest shall be the overdue penalty interest rate agreed in the seventh item of this contract The compound interest is calculated on ☐ monthly ☐ quarterly ☐ half-yearly ☐ yearly basis on the interest settlement date or on the settlement date, and is calculated based on the actual number of days embezzled.

If the “borrower” embezzles the loan, from the date of embezzlement (including that date), the penalty interest for misappropriation that is payable but not paid by the “borrower” shall be the interest rate of the embezzlement penalty interest rate stipulated in Article 8 of this contract on ☐ monthly ☐ quarterly basis ☐ half a year ☐ a year on the interest settlement date or on the opposite day of the interest settlement, the compound interest will be calculated and calculated based on the actual number of days embezzled.

If a loan has both overdue and misappropriation circumstance, misappropriation penalty interest rate shall prevail.

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Chapter III Withdrawal, disbursement and Paymentof Loans

Article 11 Only when the “lender” has notified the “borrower” (1) that all the prerequisites listed below have been met and the lender is satisfied with the performance of the prerequisites, or (2) has not yet been met In terms of any prerequisites, the lender has waived the requirement to meet any such prerequisites, and the “borrower” can apply for withdrawing the “loan” under this contract:

This contract, “guarantee documents” (if any, see Article 37 of this contract for definitions), ☐ business contracts related to this contract, and relevant agreements under the business contracts (hereinafter referred to as “business contracts”) have been It has been legally signed by the “borrower” and relevant parties and has become effective.
The “borrower” has submitted to the “borrower” a valid resolution of the “borrower” shareholder (general) meeting or board of directors or other internal authorities. The resolution should include the signing and performance of the “business contract” for the “borrower” “And the execution of the transactions under the “Commercial Contract” and the approval of all important terms of the “Commercial Contract”.
The “borrower” has submitted to the “borrower” the validity of the “borrower” shareholder (general) meeting or board of directors or other internal authority to approve the “borrower” to sign and perform this contract and related “guarantee documents” Resolution, and provided a valid authorization letter of the signatory who signed this contract and related “guarantee documents” on behalf of the “borrower”, and a signature sample of the authorized signatory.
The Borrower has submitted all approvals, permits, registrations, filings or records required for the Loan and the Business Contract to the Lender, if any.

☐ 5. The Borrower has qualifications or qualifications that meet the requirements of laws and regulations of the PRC.

☐ 6. The Borrower has signed a legal and effective agency agreement with the relevant export agent in respect of the export of / , provided the Lender with the agency agreement, the customs certificate of the export of the goods and other relevant documents, and submitted the promise of no repeated financing in respect of the export of / .

☐ 7. The Loan shall be used only for the relevant export business of the Borrower’s subsidiary, and a commitment is made not to repeat financing at the Lender’s head office and any other domestic or foreign branch of the Head office.

The Borrower shall obtain approval (if applicable) from the foreign exchange administrations of China and other relevant states for the loan, account opening, guarantee, fund transfer and other matters under this Contract.

☐ 9. The amount of “commercial contract” shall not be less than / .

☐ 10. The Advance payment to the Business Contract shall not be less than / percent ( / %) of the total amount of the Commercial Contract and such advance payment has been paid or in place or the Borrower has submitted to the Lender a guarantee of payment with the satisfaction of the Lender for the payment of such advance payment.

☐ 11. The Borrower has submitted to the Lender the amount of funds it has raised from its own funds and from other sources In order to ☐ / perform the Commercial Contract ☐ / export products.

☐ 12. The Borrower has submitted to the Lender the receipt and settlement of progress payments received under the Business Contract and the guarantee for the payment of progress payments receivable (if any).

☐ 13. A “business contract” for deferred payment has provided a payment guarantee acceptable to the Lender in respect of the deferred payment portion.

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☐ 14. Perform the (comprehensive) cash flow statement of the “Business contract” and the corresponding supporting materials and economic benefit analysis

The Borrower has submitted to the Lender the following items with the satisfaction of the Lender:

(1) Basic information about the Borrower and the relevant guarantor;

(2) the latest articles of association of the company, the copy of the business license and the approval certificate meeting the relevant national requirements;

(3) its financial statements audited by an auditor approved by the Lender for the last three years (if less than three years, since its establishment) and its recent financial statements and notes for the current year;

(4) the export situation of products in recent three years and export plan in the current year;

(5) other information indicating the credit and business status of the Borrower and the guarantor;

(6) / ;

(7) Such other information as the Lender deems necessary.

☐ 16. The “borrower” shall insure all risks in the “business contract” with an insurance company recognized by the “lender” and the insurance company shall issue a corresponding insurance policy (which must indicate that all insurance compensation will be directly vested and paid to the “loan” people”);

☐ 17. The “borrower” insures all risks related to the “business contract” with the insurance company agreed by the “lender” and transfers the insurance rights to the “lender”. After the insurance rights transfer contract is validly signed by the relevant parties, the insurance company has Issuing a confirmation letter for the transfer of insurance rights and interests;

☐ 18. Proof of payment that the Borrower has paid all premiums under the insurance;

☐ 19. Proof that the Borrower has received the first installment payment under the Business Contract;

☐ 20. A capital verification report on the borrower’s capital status issued by an accounting firm accepted by the Lender;

Such other information as the Lender deems necessary.

22 . /

These documents, if They are copies, must be confirmed to be true, complete and valid by the signature of the authorized signatory of the Borrower or by the official seal of the Borrower.

Article 12 In drawing any Loan, the Borrower must satisfy the following conditions:

The Borrower has opened an account as requested by the Lender;

☐ 2. The “ Guarantee Documents” stipulated in Chapter 10 of this Contract have come into force, the relevant registration or delivery procedures have been performed, and the guarantee has been effectively established.

☐ Special Agreement:

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Article 13 Each time the Borrower draws the Capital of the Loan (including the first drawdown), it must further satisfy the following prerequisites (including but not limited to) :

Lender shall have received the Conditions Precedent set forth in Article 11 and be satisfied with the performance of the Conditions Precedent set forth in Article 11 and Article 12, or waive its requirement to deliver or satisfy any such conditions precedent for the situation that it has not received or is not satisfied;
All representations and warranties made by the Borrower in this contract are true and accurate in all material respects on the date of the expected drawdown in accordance with the information and circumstances then existing, as if they were made on the date of such drawdown;
There is no event of default under this contract that has occurred or continues to exist;
Since the date of signing this contract, there has been no event or event that may have a material adverse effect on the “borrower” based on reasonable expectations;;
The issuance of such withdrawal will not cause the Borrower to violate:

(1) its articles of association;

(2) any agreement to which it is a party or binding on it (including this Contract, the “Security Document” and other “Business Contracts”);or

(3) any laws, regulations and other normative documents;

☐ 6. Such drawdown is included in the drawdown plan submitted by the Borrower to the Lender;

The Lender shall have received a complete and valid Withdrawal Application form from the Borrower in the form specified in Annex I to this Contract before 12:00 (Beijing Time) on the third working day before the expected withdrawal date;
☐ The withdrawal amount shall not be less than RMB/YUAN and shall be an integral multiple of RMB/Yuan; ☐ The withdrawal amount shall not be less than/(currency, amount) and shall be an integral multiple of/(currency, amount);

☐ 9. Proof that the capital (if any) corresponding to the withdrawal has been implemented;As well as

A complete and valid IOU completed by the Borrower.

☐ Notwithstanding the foregoing provisions of Articles 11, 12 and 13, lender shall have the right to conduct an annual review of the terms and conditions of this Contract and, as a result of the review, determine whether to grant any amount of the Loan not yet drawn by the Borrower.

Article 14 If the provisions of Article 11, Article 12 and Article 13 mentioned above and other terms and conditions of this contract are met, the “lender” will determine the withdrawal date in the withdrawal application form according to the withdrawal date. The amount of “loan” funds determined in the withdrawal plan and withdrawal application will be disbursed by remittance to the account specified in the withdrawal application. Such loans constitute the debt of the “borrower” under this contract.

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☐ If the amount of the “loan” under this Contract does not exceed / RMB/ten thousand yuan (including) (other currencies shall be calculated at the middle rate of the exchange rate of such currency into RMB published by the People’s Bank of China on the day when the “Borrower” applies for withdrawal), the “loan” may be paid by the borrower independently; If the amount of a single transaction exceeds / RMB 10,000 yuan (other currencies shall be calculated at the middle rate of the exchange rate of such currency into RMB published by the People’s Bank of China on the day when the Borrower applies for withdrawal), the entrusted payment method shall be adopted by the Lender;

☐ All “loan” funds under this contract adopt the “lender” entrusted payment method.

☐ The Entrusted payment method of the Lender shall be used in all cases except in the following two cases:

The amount of a single transaction does not exceed 5% of the total investment of the project and does not exceed RMB 5 million (other currencies shall be calculated at the middle rate of the exchange rate of the “borrower” against RMB published by the People’s Bank of China on the day when the “Borrower” applies for withdrawal);
Although the amount of a single transaction is more than 5% of the total investment of the project but less than 500,000 RMB (other currencies shall be calculated at the central rate of the exchange rate of the “borrower” against RMB published by the People’s Bank of China on the day when the “Borrower” applies for withdrawal);

“Borrower’s own payment” as used in the above paragraph means that the Borrower, upon disbursement of the Loan funds to the Borrower’s account by the Lender pursuant to the Borrower’s withdrawal application form, shall pay the loan funds to the Borrower’s transaction partner for the purposes agreed herein.

“Entrusted payment of Lender” as used in the preceding paragraph means that the Lender pays the Loan through the Borrower’s account to the Borrower’s transaction partner for the purposes set forth herein pursuant to the Borrower’s request for withdrawal by the Borrower.

The Borrower shall provide timely records and information related to the use of the Loan funds. In the process of “loans” and payment, “the borrower” shall not violate the above agreement, in pieces escape “lender” entrusted payment, or “lender” shall have the right to immediately Switch Not issued “loan” under this contract to Lender entrusted payment of funds, or directly to stop “loans” and payment,And take other remedies for breach of contract as agreed herein.

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In the process of “loan” issuance and payment, if the “borrower” encounters one of the following situations, the “lender” shall negotiate with the “borrower” to supplement the “loan” issuance and payment conditions, or according to this article, the All the “loan” funds issued are changed to the “lender” entrusted payment method, or the “loan” issuance and payment can be directly stopped.

A sharp decline in credit status;
Fails to pay the “Loan” funds as agreed herein;
Major decline in profitability of main business;
Abnormal use of “loan” funds;
The Borrower violates the provisions hereof by breaking into parts to avoid the entrusted payment by the Lender;
Other circumstances that the Borrower violates provisions hereof or major risks occur.

Special agreement

☐ Chapter IV Handlingof Intermediate Business

Article 15 The Borrower hereby undertakes to the Lender that:

All deposits and intermediary businesses (hereinafter referred to as “intermediary businesses”, including but not limited to domestic and foreign settlement, foreign exchange settlement and sale, letter of guarantee, financial derivatives, cash management, trade finance, etc.) in connection with the Business Contract shall be handled by the Borrower at the Lender or the Agent bank;
The Borrower opens a “special account” (as defined in Clause 5 of Article 17) At the lender or the agent bank and

☐ 3. The Borrower shall issue to the Lender a letter of undertaking for intermediate Business in the form specified by the Lender.

Chapter V Representations, Warranties and Undertakingsof the Borrower

Article 16 The Borrower represents and warrants to the Lender as follows:

The Borrower is an enterprise (business) legal person duly established and validly existing under the laws of the People’s Republic of China, ☐ qualified or qualified, and has the status of an independent legal person and has full powers, authorizations and rights, bears civil liabilities and engages in business activities with its joint assets.
The Borrower has the full and proper qualification, right and ability to enter into, submit, receive and perform this Contract and the Security Documents to which it is a party, and any other documents relating to this Contract and the Security Documents to which it is a party, and to proceed with the transactions under this Contract and the Security Documents to which it is a party.This Contract and the “security documents” to which the Borrower is a party are validating and executed by the borrower’s legal representative or authorized signatory.

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☐ 3. The Borrower is fully and duly qualified and capable to perform the Commercial Contract and has taken all legal and other actions and obtained all necessary consents to perform the Commercial Contract.

All the necessary approval, permission, consent, notarization, registration,record from the government and any other party, in order to sign this contract and “guarantee documents” and conduct transactions, are appropriately obtained and completed, which is sufficient, legitimate and effective.
The Borrower has been operating its business in accordance with the law and has not engaged in any conduct beyond its approved business scope or been penalized by the relevant government department for illegal business activities.

☐ 6. Each loan applied by the Borrower from the Lender has a true trade background and the relevant Business contract has been or will be validly executed by the relevant party.

☐ 7. All other approvals, permits, consents, notaries, registrations and records necessary for the Business Contract have been properly obtained and completed and are full, legal and valid.

The execution of this Contract by the Borrower and the performance of its obligations hereunder shall not violate the following:

(1) The Borrower’s articles of association;

(2) any other agreement entered into by the Borrower or any document binding upon it (including this Contract, the “Security Document” and relevant export contracts, orders, etc.);As well as

(3) any laws, regulations and other normative documents applicable to the Borrower.

This Contract is legal and valid and constitutes a legal, valid and legally binding obligation on the Borrower, which can be enforced in accordance with the relevant provisions of this Contract.

☐ 10. The Borrower shall have the economic strength and operation and management capabilities commensurate with the performance of the Business Contract, shall be in good operation and management, financial and credit status, and shall be able to repay the principal and interest of the Loan.

The Borrower has good corporate governance structure, standard internal management system, and strong market development ability and innovation consciousness of the management.

☐ 12. The Borrower is a leading company in its industry and region and has good cash flow.

☐ 13. The Borrower has specific management experience in the same industry, has relevant management personnel, has fully demonstrated the performance of the business contract, and has formulated corresponding risk control measures.

No division, merger, reorganization, formation or restructuring of the Borrower into a joint-stock company, or any transaction of property rights in the form of lease, association or custody has occurred or is possible to the borrower’s knowledge.

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There are no ongoing or, to the knowledge of the Borrower, no pending or likely litigation, arbitration or administrative proceedings against the Borrower or its assets that would materially and adversely affect the operations, business or assets of the Borrower or the performance of any obligations of the Borrower under this Contract.
The Borrower has not breached any law, regulation, judgment, order, authorization, agreement or obligation applicable to the Borrower or its assets that could materially and adversely affect its business or financial condition or its ability to perform its obligations under this Contract, the Security Document or the Business Contract.
Nothing has happened, or as far as the “borrower” knows, there is no liquidation or bankruptcy procedure initiated by the “borrower” or initiated by a third party against the “borrower”.
The Borrower does not conceal any of the following:

(1) The Borrower has a major violation of discipline, violation of law or claim against it or a major violation of discipline, violation of law or claim against it involving the Borrower;

(2) A material event of default occurs under the borrower’s contract with another creditor;

(3) any significant debt or contingent debt assumed by the Borrower or any security provided to a third party as a mortgage or pledge;

(4) pending litigation and arbitration events related to the Borrower;

(5) The Borrower is divided, merged, restructured, formed or restructured into a shareholding company, and proceeds with property rights transactions by means of leasing, contracting, association, trusteeship, etc.;

(6) Other circumstances which may affect the financial condition and solvency of the Borrower.

☐ 19. No security is provided for the property, assets or income of the Borrower in whole or in any part, except where the borrower has obtained prior written consent from the Lender or occurs in the ordinary course of business and has been notified in writing to the Lender in advance ☐ and the total amount of the security does not exceed RMB/YUAN.

The lender’s claims hereunder shall have at least the same status as all other unsecured and unsubordinate creditors of the Borrower.

☐ 21. The Borrower has entered into a legal and valid agency agreement with the relevant export agent in respect of the export, and the export agent has fulfilled all the conditions set forth in this Contract.

The audited financial statements provided by the “borrower” are prepared in accordance with the laws and regulations of the People’s Republic of China and the accounting principles and standards that have been used consistently， and represent a true and appropriate representation of the financial position of the Borrower during the financial period stated in the statements. As at the end of such financial period, Borrower has no material liabilities (actual or contingencies) or any unrealized or anticipated losses that are not disclosed or recorded in the relevant financial statements, and there has been no material adverse change in the operations or financial position of Borrower as of the date of such statements.

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☐ 23. The Borrower undertakes to properly and effectively manage environmental and social risks under this Contract and makes the following representations, warranties and commitments to the Lender:

(1) Borrower represents and warrants that its internal management documents related to environmental and social risks are in compliance with laws and regulations and are effectively implemented;

(2) Borrower represents and warrants that there are no significant litigation cases involving environmental and social risks;

(3) The Borrower undertakes to be monitored by the Lender and to continuously strengthen environmental and social risk management:

(1) All behaviors and performances related to environmental and social security risks of the Borrower comply with the requirements of laws and regulations;

(2) Establish and improve The internal management institution of the environmental and social risk, and specify responsibilities, obligations and punishment measures of relevant responsible personnel in detail.

(3) Establish and improve the environmental and social risk emergency response mechanism and measures;

(4) Establish specialized departments and/or designate specialized personnel to be responsible for environmental and social risks;

(5) Cooperate with the Lender or a third party approved by the Lender to assess and inspect the environmental and social risks of the Borrower;

(6) Respond appropriately or take other necessary actions when the public or other stakeholders have strong doubts about the borrower’s control of environmental and social risks;

(7) Urge “borrower” related party to strengthen management;

(8) Undertake to perform other matters deemed relevant to the control of environmental and social risks by the Lender.

(4) The Borrower undertakes to provide the Lender with sufficient and timely (and no more than five (5) days after the Borrower became or should have become aware of such circumstances or events) notification of the following environmental and social risks;

(1) All kinds of permits, approvals and approvals related to environmental and social risks in the process of starting, construction, operation and closure of projects under the “business contract”;

(2) Assessment and inspection of the borrower’s environmental and social risks by the environmental and social risk regulatory agencies or their accredited institutions;

(3) Supporting construction and operation of environmental facilities;

(4) Pollutant discharge and compliance;

(5) The safety and health of employees;

(6) Significant complaints and protests from neighboring communities against “borrowers”;

(7) Significant claims related to environmental and social risks;

(8) Other material circumstances that the Lender considers to be relevant to environmental and social risks.

All documents, materials, statements and vouchers provided by the Borrower to the Lender shall be accurate, true, complete and valid and all documents provided in copy form shall correspond to the originals.

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The Borrower hereby represents that it is aware of and comprehends the lender’s rules and procedures in connection with this Contract and the performance hereof and agrees to comply with such rules and procedures in the performance hereof.

☐ 26. The Borrower has carefully read, fully understands and accepts the contents of this Contract. The Signing and performance of this Contract by the Borrower is voluntary and the borrower’s intention is true.

The Borrower hereby represents that it has not omitted any fact or circumstance that would make any of these representations and warranties untrue, inaccurate or likely to mislead the Lender.

Special agreement

Article 17 The Borrower undertakes to the Lender that, before repayment of the principal, interest and other payable amounts of the Loan under this Contract:

The Lender shall provide the Lender with quarterly updated financial statements as required by the Lender and the audited financial statements for the previous year by 30 June each year; The borrower shall, at the request of the Lender, provide from time to time documents and information related to (including but not limited to) the borrower’s operating condition and financial condition, such as reports, statements and other documents and information, and shall be responsible for their authenticity, accuracy, validity and completeness.
It shall timely, comprehensively and accurately disclose to the Lender its related parties, major related party transactions and guarantees provided externally.

“Related party” means a company, enterprise or other economic entity that controls or is controlled by one party in terms of funds, operations, purchases and sales, or that both parties jointly control or are jointly controlled by a third party.

“Control” means having the right to vote and/or significant influence over the management and decision-making of a party’s business, financial and other matters.

“Connected Party transaction” means any form of transfer of assets, rights and obligations between the Borrower and its Affiliates.

“Significant related party transaction” refers to the related party transaction whose transaction amount is greater than RMB 500 million or whose transaction amount accounts for more than 10% of the borrower’s net assets.

Submit quarterly to the Lender the use of the Loan under this Contract, the receipt and settlement of foreign exchange under the Business Contract, the payment of the loan and other relevant materials.

☐ 4. Obtain and maintain the validity of all permits and approvals necessary for the performance of the Business Contract.

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The “borrower” shall open a fund withdrawal account (hereinafter referred to as the “special account”) at a bank approved by the “lender” or the “lender” to communicate with all funds under the “business contract” (including but not limited to sales). Repayment, fund transfer, etc.) are handled through this account. The borrower shall provide the details of the funds in and out of the “special account” in a timely manner in accordance with the requirements of the “lender”.
Conduct account reconciliation as required by the Lender, accept credit inspection and supervision by the Lender and its agent for loan payment management, post-loan management and other aspects, and provide full assistance and cooperation.
Comply with the provisions of relevant environmental laws and obtain and maintain all any authorizations or permits required by relevant laws.
Prior to full repayment of the principal, interest and other payable amounts of the Loan hereunder, the Borrower shall obtain prior written consent of the Lender for any reduction of its registered capital, any significant change in property rights or any adjustment of its mode of operation, including but not limited to the following:

(1) Negotiate or sign joint venture and cooperation contracts with foreign investors;

(2) closure, suspension of production, transfer of production, division, merger, annexed;

(3) reorganization, formation or reconstruction into a joint-stock company;

(4) to become a shareholder or invest in a joint stock limited company or a limited liability company with fixed assets such as houses, machinery and equipment or intangible assets such as trademarks, patents, proprietary technology and land use rights;

(5) To conduct property rights transactions by leasing, contracting, joint operation, trusteeship, etc.;

(6) A Material Connected Party transaction with a Related party and/or any other transaction that adversely affects the Borrower’s ability to service its debt;

(7) Merger, division, equity transfer, overseas investment, substantial increase in debt financing, etc.

If the following events occur，notify the Lender promptly (and not more than five (5) days after the Lender knows or should have known about the occurrence of any of the following events) and provide the Lender with detailed information related to such events upon request:

(1) The occurrence of any litigation, arbitration or administrative proceedings involving the Borrower or its material operating assets;

(2) Deterioration of the borrower’s financial condition, suspension of business, termination of business, declaration of bankruptcy, dissolution, revocation of the business license of the enterprise legal person, or cancellation;

(3) other matters affecting the Borrower, the Business Contract and the Guarantor and adversely affecting the realization of the Lender’s claims under this Contract.

The borrower will maintain the borrower’s financial status and business operations in good condition in an appropriate and effective manner. Without the borrower’s written consent, the “borrower” shall not carry out any actions that may impair its financial status, business status, or Other conditions that cause serious adverse effects on asset disposal (except for disposal required for daily operations), the “borrower” shall not enter into or assume any agreement or obligation that may have a serious adverse effect on its financial and operating conditions, The “borrower” shall not place or allow any security interest in all or part of the assets or proceeds of the “borrower”.

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Within the legal time limit or the time limit required by the Lender, complete the registration procedures related to the Business Contract in a timely manner and provide a copy of the registration documents to the Lender.
Deposit the original documents (including promissory notes, acceptance bills, etc.) relating to this Contract or the Business Contract in the Lender or a bank designated by the Lender at the lender’s request.

☐ 13. If any changes to the Business Contract will adversely affect the Lender’s rights and interests under this Contract and the related Security Documents, the Borrower shall obtain the Lender’s written consent before confirming to the Other Party to the Business Contract that such changes are acceptable.

If the Borrower registers any change with the Administration for Industry and Commerce, it shall notify the Lender within ten (10) business days of the change and send a copy of the relevant registration documents to the Lender.
The Lender will be provided with such financial or other information as the Lender may reasonably request from time to time.
In the event of the occurrence or potential occurrence of any event of default described in Chapter 12 hereof, the Lender shall be notified within three (3) days after becoming aware of the occurrence or potential occurrence of such event and shall take reasonable and timely remedies for such occurrence.

☐ 17. The Borrower shall maintain the following financial indicators:

The Borrower shall not change the purpose of the loan, shall not use the Loan funds in any way for fixed assets, equity investment, fields and purposes prohibited by the State from production and operation, and shall not be used to pay agency fees, agency fees and commissions.

☐ Special Agreement:

Article 18 The “borrower” promises to the “lender” that before the principal, interest and other payables of the “loan” under this contract are fully paid off, the following matters shall not occur without the lender’s prior written consent;

To provide any person with a guarantee, mortgage, pledge or other form of security or materially increase debt financing that may affect the repayment of the Lender’s claims.
Incur any financing liabilities in connection with the Business Contract other than those incurred under this Contract.

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Make joint operation, merger, division, equity transfer, foreign investment, joint-stock reform or other changes in operation mode and property right structure;If such activities are indeed carried out due to business needs or national policy or legal adjustments, the Lender shall obtain prior written consent and repay the Loan in advance or make arrangements satisfactory to the Lender for its repayment obligations and obligations under this Contract.
Invest or invest in other companies or entities with fixed assets such as houses, machinery and equipment or intangible assets such as trademarks, patents, proprietary technology and land use rights, or substantially increase debt financing.
Reduce its registered capital or amend its articles of association.
Distribute dividends or dividends to its shareholders in any form in the event that the principal, interest or other amounts payable under the “Loan” are not repaid on schedule.
Material Related Party Transactions with Related Parties and/or any other transactions that adversely affect borrower’s ability to service its debt.

☐ Special Agreement:

Chapter VI Change of circumstances

Article 19 After the entry into force of this Contract, due to the promulgation, implementation or alteration of any applicable laws and regulations or their interpretation and/or to comply with the requirements of the central bank, fiscal, financial regulatory authority or other administrative authority having jurisdiction over the Lender, Causing or will cause the “lender” to perform its obligations under this contract (including and not limited to raise funds, loans, or maintain any loan balance) to be illegal or in violation of regulations, “the lender” should Notice borrower as soon as possible after becoming aware of the information, indicating the cause of such illegal or in violation of regulations and the basis.

Upon receipt by the Borrower of such notice, the Lender’s lending obligations shall be automatically cancelled in full and immediately. The Borrower shall, within three (3) business days of receipt of the lender’s request, prepay to the Lender all loan balances plus accrued interest and expenses. The Lender will not pay any liquidated damages or fees to the Borrower and the Borrower will not pay any liquidated damages to the Lender in the event of cancellation of the loan obligation and prepayment under this Clause.

Article 20 Article 20 After this contract comes into effect, due to the promulgation, implementation or modification of any applicable laws and regulations or their interpretations, and/or to comply with the central bank, fiscal, financial regulatory agency or other administrative authority having jurisdiction over the “lender” According to the requirements of the agency, if the “lender” is unable to make loans as agreed in the contract or must adjust the repayment plan, the “borrower” agrees that the “lender” can decide whether to make the loan and the amount of the loan by itself, or directly adjust the repayment plan according to relevant requirements. The “lender” shall promptly notify the “borrower” of the relevant decision in writing and explain the relevant circumstances so that the “borrower” can implement other financing sources as soon as possible, or prepare for repayment according to the adjusted repayment plan. The “borrower” promises not to raise any objections to the “lender”’s refusal to grant all or part of the loan or the adjustment of the repayment plan in accordance with the provisions of this article, including but not limited to requesting liability for breach of contract and resorting to judicial proceedings.

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Article 21 After this Contract comes into force, due to the promulgation, implementation or alteration of any applicable laws and regulations or their interpretation, and/or in order to comply with the requirements of the central bank, financial, tax, financial regulatory or other administrative authority having jurisdiction over this Contract, Causing or will cause the “lender” because of this contract or the performance of the obligations under this contract (including but not limited to raise funds, loans, or maintain any loan balance) increased costs or additional costs, or any amount received or receivable amount of lender in accordance with the terms of this contract reduced, After being aware of such situation, the “lender” shall promptly notify the Borrower of the reasons for the increase in cost and the basis for calculation thereof. Within three (3) business days of receipt of such notice, the Borrower shall, at the request of the Lender, pay to the Lender an amount equal to such increased cost.

The “borrower” and the “lender” will further negotiate arrangements to avoid cost increases, including raising the loan interest rate, adjusting the withdrawal plan, changing the repayment plan, etc. The two parties will sign a supplementary agreement on this. If the circumstances leading to the increase in the cost of the “lender” persist, the “borrower” has the right to advance in accordance with the provisions of Chapter 8 of this contract, provided that the “borrower” is notified in writing at least thirty (30) working days in advance Repay all loans that have been disbursed. The lender’s loan obligation under this contract shall be cancelled from the date of the borrower’s notice of early repayment.

Chapter VII Participation of agent Banks

Article 22 In order to ensure the special use and timely repayment of the Loan hereunder, the Lender entrusts Bank of Communications Co., LTD. Xinyu Branch to be its agent bank hereunder (hereinafter referred to as the “Agent Bank”).In addition, the Lender enters into a principal Agent Agreement with the Borrower and the Agent Bank (the Principal Agent Agreement no. HET022300001220220800000039WD01).

In addition to complying with and performing its obligations under this Contract, the Borrower shall be bound by the Agency Agreement. In case of any discrepancy between the provisions of the “Agency Agreement” on the payment and management of the “Loan” and the provisions of this Contract, the relevant provisions of the “agency Agreement” shall prevail.

Article 23 The Lender will entrust the Agent bank to be responsible for the disbursement of the Loan under this Contract, the supervision of the use and repayment of the Loan and the execution of the Business contract.

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Chapter VIII Repayment of loans

Article 24 The Borrower shall repay the principal of the Loan under this Contract in the original currency in strict accordance with the repayment schedule within the “Loan Term” set forth herein. The repayment schedule is as follows:

The Borrower shall repay the Loan in full in one lump sum on and before the last bank business day of the Term of the Loan under this Contract, including such day.

The part of the “loan” under this contract to be repaid shall not be reused.

“Loan”, under this contract to repay part can be reused, “borrower” should be according to the provisions of chapter iii of this contract, in accordance with this contract submitted prior to the “resort” annex 1 determine the format of the fill in the application for withdrawal and the requirements of the “resort” relevant document material, with the approval of the “resort” review rear recycled “loan”,All loans recycled by the Borrower shall be repaid by the last banking day of the Term of the Loan including such day.

Article 25 The Borrower shall, prior to each repayment date, pay the current principal amount due to the Nominated account, and the Borrower hereby authorizes the Lender to deduct from the nominated account the corresponding principal amount on the repayment date. The Borrower hereby authorizes the Lender, either by itself or through an Agent Bank, to transfer the Borrower’s current funds under the Business Contract to the Designated account in a timely manner for the repayment of principal under the Loan. However, if the amount of such funds is insufficient to repay the principal payable at that time, the Borrower shall be obligated to repay the principal with its own funds and the Lender shall be entitled to deduct the difference directly from any account of the Borrower.

Article 26 The balance of funds in the designated account shall not be less than/////from /////months prior to the first repayment date. Any amount above this minimum balance may be used to fund the execution of the “commercial contract”. Provided written evidence is provided, it may also be used by the Borrower to make prepayments under this Contract.

Article 27 The borrower shall be allowed to recycle the loan for a term not shorter than/if the borrower prepays to meet the said term. For loans that are not allowed to be recycled by the borrower, if the borrower makes repayment in advance, it shall make a written application to the Lender three (3) business days in advance and obtain the consent of the Lender. The repayment date in advance shall be the repayment date. All prepayments shall be written off against the principal in the reverse order of maturity.

The borrower shall pay liquidated damages in advance to the lender for the loans repaid in advance. The formula for calculating liquidated damages in advance is as follows: Liquidated damages in advance = the amount repaid in advance * the remaining loan term (number of months) *0.005% (if less than one month, the liquidated damages shall be calculated as one month).The liquidated damages for repayment in advance shall be paid at the same time as repayment in advance. If the borrower fails to pay the liquidated damages on time as required by the Lender, it shall pay the liquidated damages to the Lender in accordance with Article 32 hereof

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Article 28 The borrower shall not request the use again of any prepayable portion. Except for loans that allow borrowers to recycle

Article 29 If the borrower applies for the extension of the loan, the borrower shall submit the written application and relevant materials (including but not limited to all written confirmation documents of the guarantors and insurers agreeing to the extension of the loan) to the Lender at least 30 working days prior to the maturity of the loan. Subject to consent by the lender to review, the lender will agree to renewal notice to the borrower, the borrower should roll-overs agreement signed with the lender shall be separately, and arrange related to (mass) and agreement, guarantee agreement, insurance agreement (if any) or supplementary agreement, and other legal texts and in relevant (if any) indicated in the policy or issue a new policy and other relevant formalities completed.

Article 30 The borrower shall fill in the relevant contents of the remittance form (including but not limited to indicating the contract of this contract) as required by the lender when making repayment.

Chapter IX Expenses and Compensation

Article 31. The borrower shall pay a commitment fee to the Lender for the undrawn loan amount. The commitment fee shall be charged at an annual rate of percent ( %） of the amount of the undrawn loan amount on a basis of 360 days per year, calculated by the actual number of days from the effective date of this Contract to the last day of the withdrawal period including that day, ☐ Quarterly ☐ semiannually ☐ annually. If the Borrower delays in paying the commitment fee, the Borrower shall pay liquidated damages to the Lender for the delayed payment of the commitment fee in accordance with Article 32 hereof

Article 32. If the Borrower fails to pay the fees hereunder on time as required by the Lender(including but not limited to liquidated damages for prepayment, commitment fee, etc.)，The Borrower shall pay the Lender liquidated damages for the relevant fees expected to be paid. Such liquidated damages shall be calculated on a quarterly basis at the rate of 0.5 ‰ per day from the date of overdue (including the date) to the actual payment date of the relevant fees

Article 33. The Borrower shall, within three（3）days of receipt of any Charge Notice, pay or reimburse the Lender for all costs and expenses reasonably incurred by the Lender in connection with the negotiation, preparation, printing and execution of this Contract and other Security Documents or any other documents referred to therein(including, without limitation, all attorneys’ fees). The Borrower shall indemnify the Lender for all costs and expenses (including, without limitation, all attorney’s fees) incurred by the Lender in assessing, negotiating or modifying this Contract and other Security documents for reasons not attributable to the Lender

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Article 34 The Borrower shall compensate the Lender for all losses, liabilities, damages, costs and expenses incurred in the performance of this Contract, including but not limited to the expenses incurred by the Lender in the registration and registration of this Contract and the expenses incurred by the Lender in the process of transferring the loan funds.

Article 35 The Borrower shall, within three (3) business days of the lender’s written request, pay to the Lender all costs and expenses (including, without limitation, all attorney’s fees) incurred in enforcing or retaining any rights under this Contract.

Article 36 The Borrower shall, within three (3) business days upon the written request of the Lender, reimburse the Lender for any costs or losses arising out of:

To respond to the assessment and negotiation of any modifications to this Contract required by the Borrower,
Any event of default occurs or causes the Lender to reasonably believe that it constitutes a default
The Borrower fails to pay any amount due under this Contract on the due date.
The Lender has prepared or arranged funds for a loan as requested by the Borrower in the Drawdown application, but fails to issue the loan because of the borrower; or
The loan (or part thereof) is not repaid in advance in accordance with the borrower’s written request for prepayment.

Specifically agreed

Chapter X Guarantee

Article 37 The loan under this contract is guaranteed as follows:

Xinyu High-tech Investment Co., Ltd. will provide joint and several liability repayment guarantee, and a separate “guarantee contract” is signed, no. HET022300001220220800000039BZ01

By / to provide mortgage guarantee, and signed 《 / Mortgage Contract》, no / 。

By / to provide pledge guarantee, and signed 《 / Pledge Contract》, no / 。

The borrower has legally signed and effectively registered with the competent registration authority of the People’s Republic of China as the beneficiary of the lender. And the lender is effectively registered as the mortgagee of the said mortgage.

The above documents are collectively referred to in this contract as security documents

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Chapter XI Insurance

Article 38 The borrower shall insure all risks under the business contract with an insurance company approved by the lender. The insurance premiums paid shall meet the requirements of the Lender, and the Borrower shall transfer the insurance interest to the Lender (including but not limited to indicating in the relevant insurance policy that all insurance compensation will be directly attributable to and paid to the Lender).The borrower shall not suspend the insurance for any reason until the principal, interest and other amounts payable under this contract are paid off; The borrower shall provide the Lender with a payment voucher for its continuous and full performance of its insurance premium payment obligations in accordance with the insurance contract or policy. If the borrower discontinues the insurance, the Lender shall have the right to renew the insurance or take out the insurance on behalf of the borrower at the sole expense of the Borrower.

Article 39 The borrower shall notify the Lender in writing within three (3) days from the date on which it knows or should have known the occurrence of the insured event, and make a claim to the insurer in time in accordance with the relevant provisions of the Policy. The borrower shall bear the losses caused to the Lender by the failure to timely notify or claim or to fulfill the obligations under the insurance policy.

Article 40 Unless otherwise agreed by the Lender in writing, the insurance indemnity shall first be used to repay the principal and interest of the loan and other amounts payable under this Contract. If the insurance indemnity is insufficient to pay the principal and interest of the loan owed, the borrower shall continue to assume the liability for repayment.

Chapter XII Default Events and Deal with

Article 41 Any of the following events shall constitute an event of default under this Contract:

The borrower fails to pay the interest, repay the principal or pay any other amount due according to this Contract;
The borrower fails to use the loan according to the purposes set forth herein or fails to pay the loan funds in the manner agreed herein
The borrower fails to draw the loan as agreed herein
The borrower violates the provisions relating to the borrower in the agency agreement
Representations and warranties made by the Borrower under this Contract prove to be untrue or misleading
The Borrower has breached the commitments made under this contract
The borrower’s self-raised funds are not in place in time
The commercial contract becomes illegal or invalid or cannot be performed for any reason
The borrower pays the insurance premium on schedule, resulting in the interruption of the insurance

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Failure of the Borrower to pay due interest to other financial institutions or to repay due loans or to pay due payments to other financial institutions and material default of the Borrower under other contracts to which the borrower is a party
The financial condition of the borrower or the guarantor deteriorates seriously or the borrower breaks through the financial indicators stipulated in Clause 17 of Article 17 hereof
The borrower has or is likely to suspend or evade bank obligations
Devalue, damage or loss of the collateral material related to the loan under this Contract
Any event of default under any security document or commercial contract which, in the lender’s reasonable opinion, would have a material adverse effect on the realization of the Lender’s claims
If the Borrower is merged, divided, restructured, restructured or otherwise changes its property rights, it fails to repay the loan in full or make repayment arrangements or debt restructuring satisfactory to the Lender without the prior written consent of the Lender or fails to repay the loan in advance
The borrower or the guarantor becomes insolvent and is closed or revoked
The Borrower fails to timely notify the Lender of the following

(1) Major change of business contract

(2) any amendment to its articles of association or any material change in its business activities,

(3) significant changes in its accounting principles,

(4) Any material change in the financial, economic and other circumstances of the Borrower or its subsidiaries or its parent Company (including any litigation, arbitration or administrative proceedings involving the Borrower which would materially adversely affect the financial condition of the Borrower or the Ability of the Borrower to perform its obligations under this Contract)

The Borrower fails to handle all the deposit settlement and guarantee services related to the business contract with the Lender as agreed herein
The borrower fails to open an account with the Lender or the bank designated by the lender as agreed herein, or the fund transactions under the business contract are not handled through this account, and shall be monitored by the Lender or the bank designated by the lender
The Guarantor or security has an event or circumstance which endangers or threatens to impair the interests of the Lender and the Borrower fails to provide a substitute guarantor or security within 15 days of the occurrence of such event or circumstance
Any event or circumstance occurring under the commercial contract which has a serious adverse effect on the realization of the creditor’s rights of the lender
In order to ensure the contract guarantee documents and business contract validity and enforceability of or the validity of the respective obligations of the parties and enforceability, or the recoverable letter of such documents as evidence of any government department or agency required to obtain any license, consent approval authorization for the record or registration has been revoked, failed to secure or has not been updated in time or not fully effective
Borrowers have been penalized by relevant government departments or strongly questioned by the public or the media due to poor environmental and social risk management

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The Borrower has breached any other provision of this contract
The Borrower fails to inform the Lender of related party related transactions and.Provide guarantee information externally and fulfill the obligation of disclosure and reporting
The Borrower conducts material related party transactions without the prior written consent of the Lender
The borrower uses connected party transactions to evade its obligations under this Contract
Any other event or circumstance which, in the lender’s reasonable opinion, is a deterioration of the borrower’s credit standing and may jeopardize the creditor’s claims of the Lender
Other events or circumstances reasonably considered by the Lender to be the default of the borrower

Article 42 The lender shall have the right to make judgment and notify the borrower whether the event of default has occurred. After the occurrence of any of the above events of default, the Lender shall have the right to take any or more of the following measures;

Request the borrower to correct within a time limit
Adjust or cancel the loan amount that has not been drawn by the borrower at any time without prior notice, and refuse to grant the loan
Declare all loans drawn immediately due and require the borrower to pay immediately all principal, interest or other amounts due on the loans drawn
Require the borrower to add or replace the guarantor’s mortgage material
In any account in any currency opened by the Borrower with the Lender or the Lender’s head office and other domestic and foreign branches of the head office, or in any currency required to be opened by the Borrower with a branch of the agent bank inside or outside the territory of the agent bank, Directly deduct any amount payable and unpaid by the Borrower under this Contract (including but not limited to interest on the principal of the loan and other fees payable under this Contract).
To declare the exercise or fulfilment of any rights under any security relating to the Loan
Exercise any other rights granted by laws, regulations and this Contract

Chapter XIII Modification of contract

Article 43 Any amendment or supplement to the terms of this Contract shall be made in writing and shall take effect in accordance with the agreed conditions after being signed and stamped by both the borrower and the lender. Any amendment or supplement to this Contract shall constitute an integral part of this Contract.

Article 44 If any provision of this Contract becomes invalid due to the change of national laws and regulations or judicial reasons, the validity of other provisions of this contract will not be affected. The parties will cooperate closely to amend the relevant provisions of this contract as soon as possible.

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Chapter XIV Offsetting transfers and waiversof Rights

Article 45 The Borrower shall pay in full the amount due to it under the terms of this Contract, without any set-off, reservation or counterclaim, and free from deductions or withholdings of taxes or expenses of any nature. If according to the requirements of any law of any payment to the borrower to the lender any deduction or withholding of taxes and fees, the borrower shall be deducted from the proceeds at the time of payment or any withholding of taxes and fees at the same time make an additional payment to the lender, to ensure that the lender is not affected by any such deduction or withholding and full received should be immediately received the full amount. The Borrower shall immediately deliver to the Lender a copy of the official receipt or other proof that any such deduction or withholding has been paid to the relevant tax or other competent authority

Article 46 Without the written consent of the Lender, the Borrower shall not assign any of its rights and obligations under this Contract to a third party.

Article 47 Without the prior consent of the Borrower, the Lender may assign the claims under this Contract to any third party and notify the Borrower.

Article 48 Any lenience, grace, preference or delay granted by the Lender to the Borrower in performing its obligations hereunder shall not affect, impair or limit all rights and interests enjoyed by the Lender pursuant to this Contract and laws and regulations, It shall not be deemed as a waiver of the lender’s rights and interests hereunder, nor shall it affect the borrower’s assumption of any obligations hereunder

Chapter XV Governing Law and Dispute Resolution

Article 49 The contract shall be governed by and construed in accordance with the laws of the People’s Republic of China

Article 50 During the performance of the Contract, all disputes arising out of or in connection with the contract shall be settled by both parties through negotiation. If no settlement can be reached through negotiation, either party may file a lawsuit in a people’s court according to law. The parties agree that any litigation arising out of or in connection with the performance of this Contract shall be brought in the people’s court of jurisdiction at the place where the Lender has its domicile

Chapter XVI Miscellaneous

Article 51 The drawing application form listed in Appendix I of this Contract and other annexes confirmed by both parties shall be an integral part of this Contract and shall have the same legal effect as this Contract

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The loan certificate and other loan vouchers shall be an integral part of this contract. If there is any discrepancy between the amount of loan, loan term, repayment plan, loan interest rate and interest starting date recorded in the contract, the record in the loan certificate shall prevail

Article 52 Where context applies, any party under this Contract shall include their respective successors and assignees as permitted by them .

Article 53 The parties hereto agree as follows on all kinds of notices and requirements involved in the contract, as well as the service addresses and legal consequences of relevant documents and legal documents in case of disputes arising from the contract:

All notices and requests in connection with the Contract sent by the parties hereto shall be made in writing. All notices, requirements and other documents related to the Contract, as well as relevant documents and legal documents in case of disputes arising from the old contract, shall be sent to the addresses of the parties listed on the first page of the contract

Address of borrower:

Address of lender:

Among them, the service of relevant documents and legal documents in case of disputes arising from this contract shall include the service after arbitration and civil litigation procedures (including first instance, second instance, third instance and enforcement procedures).

Documents exchanged between the parties hereto shall be deemed to have been delivered upon delivery if delivered by hand; If sent by registered mail, it shall be deemed to have been delivered three days after Posting by registered mail; If sent by telex or facsimile, it shall be deemed to have been served upon receipt of a confirmation signal at the sender’s terminal, but the documents sent by the Borrower to the Lender shall not be deemed to have been served until they are actually received by the Lender.
If either party hereunder changes its address, it shall timely notify the other party in a written document. If any party to the Contract changes its address during arbitration or civil proceedings, it shall perform the obligation of serving notice of change of address to the arbitration institution and court within three working days after the change.

This contract either party fails to fulfill its obligation to inform the way, confirm the address of service of the parties, any party from provide inaccurate or confirm the delivery address, delivery address change, failed to timely inform the other party in accordance with the program and the court, any party or designated recipient refused to sign for it, lead to the legal document has not been actually receive, by mail, The date on which the instrument is returned shall be deemed to be the date of service; In case of direct service, the date on which the person serving the service notes the information on the receipt shall be deemed as the date of service; Where the obligation of notifying the change of address of service is fulfilled, the changed address of service shall be regarded as the valid address of service.

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After the dispute related to this Contract has entered into arbitration or civil litigation, if any party directly submits the confirmation of service address to the arbitration organization or the court after litigation, and such confirmation address is inconsistent with the address confirmed before litigation, the confirmed service address submitted to the arbitration organization or the court shall prevail.

Article 54 according to the regulations on the management of credit reporting industry and relevant national laws and regulations, the borrower acknowledge and understand the content and meaning of this clause, the irrevocable written consent and authorize the lender (including the lender’s head office and other branches) of the headquarters of the query, use, collection, provide and submit it to the relevant information of the borrowers,The lender has the right to perform the following operations:

In order to know the borrower’s credit status in a timely manner, exclude the illegal borrowers, the irregularities of the situation, to ensure that the lender and the borrower under this contract business security, according to the relevant provisions of the state through the financial credit information database query and use the information about the borrower (hereinafter referred to as Information of Borrower).
In accordance with the relevant provisions of the state, collect the relevant information of this contract signed by “borrower” and “lender” and relevant legal documents, as well as other information obtained by lender from signing of this contract and related legal documents relating to the borrower (hereinafter referred to as the lender to collect credit information), and provide to financial credit information basic database.
The lender keeps the “borrower information” and “credit information collected by the lender” for internal archival purposes in accordance with national laws, regulations and the provisions of the lender’s business file management system. The retention time is not limited to the seventh clause of this authorization.
Provide the “Borrower Information” and the “Credit investigation Information collected by the Lender” to the China Banking and Insurance Regulatory Commission and other relevant regulatory authorities, as well as the relevant judicial and administrative departments in accordance with applicable laws, regulations and regulatory requirements.
Share Borrower Information and Credit information collected by the Lender within the Lender, including among branches, for the purpose of providing financial services.
Provide the “Borrower information” and “Credit Information collected by the Lender” to relevant third parties according to the needs of arrears collection, creditor’s rights transfer, financial service outsourcing, etc.
This authorization starts from the date of signing this Contract and ends on the date on which all business under this Contract is terminated.
The Lender shall be liable for any legal liability arising from the lender’s inquiry, use and provision of the Borrower Information and the Credit Information collected by the Lender beyond the scope of authority set forth herein.

The Borrower confirms and represents that the Lender has advised and explained the terms of this License to the Borrower in accordance with the law and that the Lender has fully explained the terms of this License as required by the Borrower.The Borrower has fully known and understood the meaning and legal consequences of this License and is willing to bear the legal consequences of this authorization.

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Article 55 The parties hereto shall keep confidential any information provided by the other party which is marked as confidential, provided that the other party has the right to make any of the following disclosures:

Disclose such information which is already in the public domain (excluding such information which is in the public domain as a result of such Party’s breach of this Clause),
Disclose such information in any litigation or arbitration,
Disclose such information in accordance with and to the extent required by any law or regulation,
Disclose such information in accordance with the listing and trading rules of the stock exchange on which it is listed
Disclosed to any governmental financial, tax or other administrative authority and to the extent required by such administrative authority to disclose such information.
To disclose such information to its directors, managers, employees or professional consultants (including but not limited to lawyers, auditors, etc.), provided that the disclosed party has promised to the party to comply with the confidentiality obligations of this article,
Disclose such Information with the consent of the Party providing such Confidential Information.

The lender may disclose the following information to its affiliates or anyone with whom it may have reached or has reached any transfer, participation or other agreement related to this contract: 1.Copies of this contract.2. Any information already obtained by the Lender concerning the Borrower, this Contract or the transactions hereunder.However, the Disclosed Party must, before receiving any such information, undertake to the Lender to comply with the confidentiality obligation under this Clause.

Subject to the provisions of this Article, the borrower shall keep strictly confidential the terms of the loan, the terms of the contract and the payment standards of this Contract and the relevant security documents and shall not provide or disclose to any third party.The borrower’s breach of this Article shall constitute an event of breach under this Contract, and the Lender shall have the right to take various remedies for breach, and the Borrower shall compensate the Lender for all losses thus incurred.

The obligation of confidentiality set forth in this Article shall survive the termination of this Contract.

Article 56 special provisions

Article 57 This Contract shall come into force upon being signed and sealed by the borrower and the lender, and shall terminate when all the principal and interest of the loan and other payments payable hereunder are paid off.

Article 58 This contract is made in two originals, one for each of the lender and the borrower. Two copies, one for the guarantor and one for the agent.

（No text below）

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Signature page

Borrower (seal) :

Legal representative or authorized signatory (signature) :

Lender (seal) : China Import and Export Bank of China, Jiangxi Branch

Legal representative or authorized signatory (signature) :

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Exhibit 4.10

D-02: Working Capital Loan Contract——Applicable to single transactions, as well as individual Category A and Category B working capital loan businesses

WorkingCapital Loan Contract

Contract No:

05CR(2025)YB001

Borrower:Jiangxi Yibo Electronic Technology Co.,Ltd.

Unified Social Credit Code:91360500566298184K

Legal Representative:Gu Weidong

Address: Yibo Industrial Park,Guangfu Road 756, High-tech Development Zone, Yushui District, Xinyu City, Jiangxi Province Postal Code‌:338000

Name of the Financial Institution and Account Number:196213227065

Bank of China, Xinyu High-tech Branch

Phone: 0790-7081098‌ Fax: 0790-7081098

*‌Email:*

Lender‌:Bank of China, Xinyu Branch

Responsible Person: Hou Jian

Address: No. 2 Xianlai Middle Avenue, Xinyu City, JiangxiProvince

Postal Code: 338000

Phone: 0790-6435513 ‌Fax: 0790-6435513

This Contract is made and entered into by and between the Borrower and the Lender, upon equal negotiation, with respect to the Lender granting a working capital loan to the Borrower.

This Contract is a sub-agreement under the Credit Line Agreement No. YB001 signed between Bank of China, Xinyu Branch and Jiangxi Yibo Electronic Technology Co., Ltd. in 2024.

Article 1. Loan Amount

Currency‌: RMB

Amount‌: Forty Million Yuan;

(RMB 40,000,000.00).

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‌Article 2. Loan Term

The loan term is 12 months, calculated from the actual drawdown date; If the loan is drawn down in installments, the loan term shall be calculated from the first actual drawdown date.

The Borrower shall strictly comply with the agreed drawdown schedule. If the actual drawdown date is later than the agreed date, the Borrower shall still repay the loan according to the agreed repayment schedule.

Article 3. Loan Purpose

The loan is for the procurement of plastic products, computer accessories, etc.

Without the written consent of the Lender, the Borrower shall not change the loan purpose, including but not limited to using the loan for real estate purchase, repayment of housing mortgages, shareholder dividends, investment in financial assets, fixed assets, equity, or any other purpose prohibited by laws, regulations, or national policies.

Article 4. Interest Rate and Interest Calculation(Note:‌ Completebased on actual circumstances. Delete any non-applicable clauses.)

The Lender willnotify the Borrower of the annual interest rate through the Annex “Notification of Annual Loan Interest Rate”. If the interestrate is only calculated based on the provisions of Clause 1 of this Article, the aforementioned “Notification of Annual Loan InterestRate” shall not apply.

1. Interest Rate

‌Interest Rate‌ (Annualized Rate; Simple Interest for RMB Loans) shall be determined as ‌Option 2‌ below:

(1) Fixed Rate‌: An annual interest rate of/%. The contractual rate shall remain unchanged during the Loan Term

(2) ‌Floating Rate‌, The ‌Starting Date‌ shall be the actual drawdown date (or, in the case of multiple drawdowns, the first actual drawdown date).

Every 12 months, with repricing occurring once per cycle.The Repricing Date is the first day of the next floating cycle. The repricing date shall be the corresponding day in the repricing month. If such a day does not exist, it shall be the last day of the month. If the floating cycle is daily, the repricing date shall be the next calendar day.

For Each Drawdown:

Floating Interest Rate for RMB Loans

A. InitialPeriod‌ (from its actual drawdown date to the expiration of the current floating cycle) The interest rate shall be the **‌1-yearLoan Prime Rate (LPR)**‌ most recently published by the National Interbank Funding Center ‌as of the previous workingday‌ before the actual drawdown date, ‌plus 30 basis points‌.

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B. All partial drawdowns shall be ‌collectively repriced‌ based on the ‌1-year Loan Prime Rate (LPR)‌ most recently published by the National Interbank Funding Center ‌as of the previous working day‌ before the repricing date, ‌plus 30 basis points‌, which shall serve as the applicable rate for the new floating cycle.

2. Interest Calculation

(1) For the fixed interest rate under Paragraph 1(1) and the floating interest rate for RMB loans under Paragraph 1(2) of this Article:

Interest shall be calculated ‌from the actual drawdown date‌ based on the ‌actual drawdown amount‌ and the ‌number of days the funds are used.‌

‌Interest Calculation Formula: Interest = Principal × Actual Days × Daily Interest Rate.

The daily interest rate is derived from a ‌360-day year basis‌, using the formula:‌ Daily Interest Rate = Annual Interest Rate / 360‌.

3. Interest Settlement

The Borrower shall settle interest in the following manner (select Option (1)):

(1) ‌Quarterly Settlement‌: Interest shall be settled on the ‌20th day of the final month of each quarter‌ (the “Interest Settlement Date”), with payment due on the ‌21st day of the same month‌ (the “Interest Payment Date”)

(2) ‌Monthly Settlement‌: Interest shall be settled on the ‌20th day of each month‌ (the “Interest Settlement Date”), with payment due on the ‌21st day of the same month‌ (the “Interest Payment Date”).

If the final repayment date for the loan principal does not fall on an Interest Payment Date, ‌the final repayment date for the principal shall be deemed the Interest Payment Date‌, and the Borrower shall pay all accrued interest in full on that date.

4. Default Interest

(1) For any ‌default in repayment‌ or ‌use of the loan proceeds inconsistent with the contract’s designated purpose‌, penalty interest shall be charged on the ‌defaulted or misused amount‌ at the ‌penalty rate specified in this Clause‌, starting from the ‌date of default or misuse‌ and continuing until full repayment of principal and interest.

If a loan is ‌both defaulted and misused‌, penalty interest shall be calculated using the ‌higher penalty rate‌ applicable to either default or misuse.

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(2) For any ‌unpaid interest‌ or ‌penalty interest‌ that the Borrower fails to settle by the due date, ‌compound interest‌ shall accrue based on the ‌penalty rate specified in this Clause‌ and the ‌interest settlement method outlined in Paragraph 3‌ of this Article.

(3) Penalty Interest Rate Structure

For RMB Loans:Floating-Rate Loans

A. The penalty rate for floating-rate loans shall ‌reset periodically‌ in alignment with the ‌floating cycle agreed in Paragraph 1‌ of this Article. The ‌penalty rate repricing date‌ shall be the ‌corresponding calendar day‌ of the month in which the default or misuse occurred. If such a day does not exist in the month (e.g., February 30), the ‌last day of the month‌ shall be the repricing date.

B. The penalty rate for ‌defaulted loans‌ shall be the ‌penalty base rate‌ (determined under Item C below) ‌plus 50%‌. The penalty rate for ‌misused loans‌ shall similarly be the ‌penalty base rate plus 50%‌.

C. During the ‌first floating cycle‌, the penalty base rate shall be the ‌actual interest rate in effect‌ at the time of default or misuse. For subsequent floating cycles, the penalty base rate shall reset on each repricing date based on the ‌method agreed in Paragraph 1‌ of this Article.

5. Others

(1) The “‌Loan Interest Rate‌” and “‌Default Interest Rate‌” under this Agreement are ‌tax-inclusive rates‌, meaning that the interest charged by the Lender to the Borrower already includes ‌Value-Added Tax (VAT)‌ required under applicable national laws and regulations.

(2) If the ‌floating rate pricing benchmark‌ under this Agreement undergoes ‌material changes‌, the Parties shall follow the ‌prevailing market rules‌ effective at such time. If the Lender requests the Borrower to execute a ‌supplemental agreement‌ to reflect such changes, the Borrower shall cooperate in good faith.

(3) The term “‌Pricing Benchmark‌” as used in this Article shall ‌have the same meaning‌ as “‌Benchmark Rate‌.”

(4) For purposes of this Agreement:

‌“TERM SOFR”‌ refers to the Term Secured Overnight Financing Rate published and administered by the ‌Chicago Mercantile Exchange (CME)‌ (or its successor administrator).

‌“TIBOR”‌ refers to the Tokyo Interbank Offered Rate published and administered by the ‌Japanese Bankers Association (JBA)‌ (or its successor administrator).

‌“EURIBOR”‌ refers to the Euro Interbank Offered Rate published and administered by the ‌European Money Markets Institute (EMMI)‌ (or its successor administrator).

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‌“Overnight SOFR”‌ refers to the Secured Overnight Financing Rate published and administered by the ‌Federal Reserve Bank of New York‌ (or its successor administrator).

‌“Overnight SONIA”‌ refers to the Sterling Overnight Index Average published and administered by the ‌Bank of England‌ (or its successor administrator).

‌“Overnight TONA”‌ refers to the Tokyo Overnight Average Rate published and administered by the ‌Bank of Japan‌ (or its successor administrator).

‌“Overnight ESTR”‌ refers to the Euro Short-Term Rate published and administered by the ‌European Central Bank (ECB)‌ (or its successor administrator).

‌“Overnight SARON”‌ refers to the Swiss Average Rate Overnight published and administered by the ‌SIX Swiss Exchange‌ (or its successor administrator).

Article 5. Drawdown Conditions

The Borrower must meet the following conditions before drawing down the loan:

This Contract and its annexes have taken effect;
The Borrower has provided the required guarantees as requested by the Lender, and the guarantee contract has taken effect with the completion of statutory approval, registration, or filing procedures;
The Borrower has reserved with the Lender documents, vouchers, seals, personnel lists, signature samples, and other materials related to the conclusion and performance of this Contract, and has completed relevant vouchers;
The Borrower has opened an account necessary for the performance of this Contract as required by the Lender;
The Borrower has submitted a written drawdown application and relevant documents proving the loan purpose to the Lender three banking working days before the drawdown;
The Borrower has submitted to the Lender the resolution and authorization letter of its board of directors or other authorized departments approving the conclusion and performance of this Contract;
Other conditions stipulated by laws and mutually agreed upon by both parties: The Borrower’s drawdown application can only be processed if it falls within the Lender’s credit scale.

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Article 6. Drawdown Time and Method

The Borrower shall draw down the loan in the following manner (select Option (2)):

(1) The full loan amount shall be drawn in a single installment on ‌[Year/Month/Day].

(2) The Borrower shall draw the entire loan amount ‌within 30 days from July 9, 2025‌‌.

(3) The loan shall be drawn in installments according to the following schedule:

Drawdown Date	Drawdown Amount

If the Borrower fails to utilize the loan within the specified timeframe, the Lender reserves the right to reject the Borrower’s drawdown request. ‌

3. Commitment Service for Undrawn Amounts

The Lender provides a commitment service for the ‌Undrawn Loan Amount‌ (defined as the portion of the loan that the Borrower is eligible to draw but has not yet drawn during the ‌Commitment Period‌, which begins on the effective date of this Agreement and ends on the agreed drawdown date). The following terms are mutually agreed:

Pursuant to the ‌“FeeReduction and Concession”‌ principle, the Lender waives the ‌Commitment Fee‌ for this service. The waived amount isassessed as ‌RMB 100,000.00‌.

‌Article 7. Loan Fund Payment

Loan Disbursement Account

The Borrower has opened the following account with the Lender as the loan disbursement account

Account Name‌: Jiangxi Yibo Electronic Technology Co., Ltd.

‌Account No.‌: 196213227065

2. Payment Methods

(1) The disbursement of loan funds shall comply with applicable laws, regulations, supervisory requirements, and this Agreement. The disbursement method for each individual drawdown shall be confirmed in the Drawdown Application. If the Lender determines that the selected disbursement method in the Drawdown Application is non-compliant, it reserves the right to modify the disbursement method or suspend the release and disbursement of loan funds.

(2) Under this method, the Lender disburses loan funds directly to the Borrower’s transaction counterparty(ies) specified for the purposes agreed in this Agreement, based on the Borrower’s Drawdown Application and payment instructions. In accordance with the National Financial Regulatory Administration (NFRA) rules and the Lender’s internal policies, ‌Lender-Entrusted Disbursement‌ shall apply if ‌any‌ of the following conditions are met:

A. A new credit relationship is established between the Lender and the Borrower, and the Borrower’s credit rating falls below the Lender’s internal requirements;

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B. he payment recipient is explicitly identified (with clear account name and number) ‌and‌ the single-payment amount to one counterparty exceeds ‌RMB 10 million‌ (exclusive of tax; for foreign currencies, converted at the exchange rate on the actual drawdown date);

C. Other scenarios stipulated by the Lender or mutually agreed with the Borrower:\。

(3) Borrower-Controlled Disbursement，the Lender releases loan funds to the Borrower’s account, after which the Borrower independently disburses funds to counterparty(ies) aligned with the agreed purpose.Borrower-Controlled Disbursement‌ applies to all scenarios ‌not‌ requiring Lender-Entrusted Disbursement under Section 2 above.

(4) Modification of Disbursement Method.After submitting a Drawdown Application, if changes occur in the Borrower’s payment conditions (e.g., external payments, credit rating), the disbursement method for Borrower-Controlled funds ‌must be modified‌ if the criteria in Section 2(2) are triggered. For any changes to the payment amount, recipient, or purpose under a modified or Lender-Entrusted method, the Borrower shall:

Submit a written request for modification to the Lender;Refile the Drawdown Application; Provide updated transaction documents evidencing fund usage.

3. Specific Requirements for Lender-EntrustedDisbursement

(1) Payment Authorization. Where Lender-Entrusted Disbursement applies, the Borrower shall include an explicit ‌payment authorization‌ in the Drawdown Application. This authorization:Permits the Lender to directly transfer loan funds to the Borrower’s designated transaction counterparty account(s) aligned with the agreed purpose of this Agreement;Requires the Borrower to provide ‌mandatory payment details‌, including;Name of the transaction counterparty;Counterparty’s account information;Payment amount.

(2) Submission of Transaction Documentation。For loans meeting the lender-entrusted payment conditions, the borrower shall provide the lender with the disbursement account, transaction counterparty’s account information, payment amount, and supporting documents proving that the drawdown complies with the purpose stipulated in the loan agreement ‌each time a drawdown is requested‌. The borrower warrants that all materials provided to the lender are ‌true, complete, and valid‌. The lender ‌assumes no liability‌ for any failure or delay in fulfilling its entrusted payment obligations caused by the borrower’s submission of inaccurate, incomplete, or fraudulent transaction materials. The borrower’s repayment obligations under this agreement ‌shall remain unaffected‌ in such circumstances.

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(3) Lender’s Obligations for EntrustedDisbursement

A. Upon reviewing and approving the Borrower’s payment authorization and transaction documents, the Lender shall disburse funds ‌through the Borrower’s account‌ to the designated counterparty.

B. If the Lender, after review, determines that the purpose-related materials or other transaction documentation provided by the Borrower do not comply with this Agreement or contain defects, the Lender has the right to require the Borrower to ‌supplement, replace, explain, or resubmit‌ such materials. ‌Until the Borrower submits transaction materials deemed acceptable by the Lender‌, the Lender may ‌refuse the disbursement and payment‌ of the relevant funds.

C. If the ‌counterparty’s bank rejects or refunds the payment‌, resulting in the Lender’s failure to transfer the loan funds to the counterparty as authorized by the Borrower, the Lender ‌assumes no liability‌ for such failure. The Borrower’s repayment obligations under this Agreement ‌remain unaffected‌. The Borrower hereby authorizes the Lender to ‌freeze the refunded amounts‌. In such cases, the Borrower must ‌resubmit the payment authorization, purpose-related materials, and other required transaction documentation‌.

(4) The Borrower shall not ‌structure transactions in a piecemeal manner‌ to evade Lender-Entrusted Disbursement requirements.

After the loan funds are disbursed, the Borrower shall promptly provide the Lender with ‌usage records and documentation‌ of the loan funds as required. The required materials include, but are not limited to: ‌transfer vouchers, purpose verification materials‌, and other relevant transactiondocuments.
In the event of ‌any of the following circumstances‌, the Lender reserves the right to:‌Reassess the conditions for loandisbursement and payment‌;‌ Modify the loan payment method‌;‌Suspend or terminate the disbursement and paymentof loan funds‌:

(1) Significant deterioration in operational or financial condition;

‌(2)‌ Deterioration in creditworthiness or lack of profitability in core business operations;

‌(3)‌ Abnormal use of loan funds or circumvention of entrusted payment requirements;

‌(4)‌ Failure by the Borrower to promptly provide loan fund usage records or documentation as requested;

‌(5)‌ Violation by the Borrower of this clause in the payment of loan funds;

‌(6)‌ Any other material breach of this Agreement.

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‌Article 8. Repayment

1. The Borrower designates the followingaccount as the fund repatriation account。The Borrower shall promptly provide details of fund inflows and outflows in the account.‌The Lender reserves the right to:

Require the Borrower to ‌explain large or abnormal fund inflows/outflows‌ in the funds return account; ‌Monitor and regulate‌ said account; Demand the Borrower to ‌enter into a separate account management agreement‌ for the administration of the funds return account.

Account Name‌: Jiangxi Yibo Electronic Technology Co., Ltd.

‌Account No.‌: 196213227065

Unless otherwise agreed by both parties‌, the Borrower shall repay the loan under this Agreement according to ‌Item (1)‌ of the following repayment schedule:

(1) Repay the ‌entire loan‌ under this Agreement ‌on the loan maturity date‌.

(2) Repay the loan under this Agreement according to the following schedule:

Repayment Date	Repayment Amount
\	\

(3) Other repayment plan:\。

If the Borrower wishes to ‌modify the above repayment schedule‌, a ‌written application‌ must be submitted to the Lender ‌at least 5 banking business days‌ before the corresponding loan due date. ‌Any modification to the repayment schedule must be mutually confirmed in writing by both parties.

Unless otherwise agreed by both parties, ‌if the Borrower defaults on both principal and interest payments, as well as expenses for enforcing creditor’s rights‌, the Lender reserves the right to ‌determine the repayment priority‌ (e.g., principal vs. interest/expenses). In cases of ‌installment repayments‌, if multiple loans under this Agreement are due or overdue, the Lender may ‌decide the repayment order for specific payments‌. If multiple loan agreements between the Borrower and Lender are due, the Lender may ‌designate which agreement each repayment fulfills‌.

4**. Unless otherwiseagreed by both parties, the Borrower may ‌repay early‌ but must provide ‌3 banking business days’ prior written notice‌to the Lender. ‌Early repayments shall first be applied to the last-due loan, in reverse chronological order.‌**

For loans with ‌combinedsimple and compound interest‌, if early or partial repayment occurs, ‌all interest corresponding to the prepaid principal mustbe settled in full immediately‌.

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The Borrower shall repay using ‌Item (1)‌ of the following methods.

(1) The Borrower shall deposit ‌sufficient funds‌ into the designated repayment account ‌no later than 3 banking business days‌ before each principal/interest due date. The Lender may ‌automatically deduct payments‌ from this account on the due date.

‌Repayment Account Name:Jiangxi Yibo Electronic Technology Co., Ltd.

‌Account No.‌: 196213227065

(2) Other mutually agreed repayment method:\。

‌Article9 Guarantee

The methods of guarantee for the obligations under this Agreement are as follows:

(1) This Agreement constitutes the ‌primary contract‌ under the ‌Maximum Amount Guarantee Contract‌ (No. YB001-2024-Yu Zhongyin Bao) executed between the Guarantor ‌Jiangxi Leiboti Electronic Technology Co., Ltd.‌ and the Lender, who shall provide a ‌maximum amount guarantee‌.

(2) This Agreement constitutes the ‌primary contract‌ under the ‌Maximum Amount Guarantee Contract‌ (No. YB002-2024-Yu Zhongyin Bao) executed between the Guarantor ‌Huang Xingzhi‌ and the Lender, who shall provide a ‌maximum amount guarantee‌.

(3) This Agreement constitutes the ‌primary contract‌ under the ‌Maximum Amount Guarantee Contract‌ (No. YB003-2024-Yu Zhongyin Bao) executed between the Guarantor ‌Gu Weidong‌ and the Lender, who shall provide a ‌maximum amount guarantee‌.

‌(4)‌ This Agreement constitutes the ‌primary contract‌ under the ‌Maximum Amount Guarantee Contract‌ (No. YB004-2024-Yu Zhongyin Bao) executed between the Guarantor ‌Cheng Zhisheng‌ and the Lender, who shall provide a ‌maximum amount guarantee‌.

‌(5)‌ This Agreement constitutes the ‌primary contract‌ under the ‌Maximum Amount Mortgage Contract‌ (No. YB001-2022-Yu Zhongyin Di) executed between the Mortgagor ‌Jiangxi E-Peak Electronic Technology Co., Ltd.‌ and the Lender, who shall provide a ‌maximum amount mortgage guarantee‌ using the following properties:‌Land and factory buildings‌ (Property Ownership Certificate)s:Yu Fang Quan Zheng Gao Xin Qu Zi No. S0307151,Yu Fang Quan Zheng Gao Xin Qu Zi No. S0307152,Yu Fang Quan Zheng Gao Xin Qu Zi No. SO307154,Yu Fang Quan Zheng Gao Xin Qu Zi No. S0307158-SO307175).

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‌2.‌ If ‌any of the following events‌ occurs, including but not limited to:The Borrower or Guarantor experiences circumstances that the Lender deems ‌likely to impair their ability to perform obligations‌;The guarantee agreement becomes ‌invalid, revoked, or terminated‌;The financial condition of the Borrower or Guarantor ‌deteriorates‌, or they become involved in ‌major litigation or arbitration‌;The accounts of the Borrower or Guarantor are ‌frozen‌;The Guarantor defaults under the guarantee agreement or other agreements with the Lender;The collateral depreciates, is damaged, destroyed, seized, or ‌loses its guarantee value‌;‌the Lender has the right to demand‌, and the Borrower is obligated to provide, ‌new collateral‌, ‌replace guarantors‌, or take other measures to secure the obligations under this Agreement.

Article 10 Invoice Issuance

The Borrower may apply to the Lender for a ‌VAT invoice‌ (VAT general invoice) ‌after the Lender confirms receipt of payment‌. The Lender shall issue the VAT invoice to the Borrower upon receiving such application.
The Borrower may apply for a VAT invoice at the ‌relevant business handling institution‌ or ‌other institutions designated by the Lender‌.
he Borrower must ensure that the ‌payer of funds‌, ‌contract signatory‌, and ‌purchaser listed on the VAT invoice‌ are the ‌same tax entity‌. If inconsistent, any resulting losses (e.g., failure to account for the invoice or claim input tax credits) ‌shall be solely borne by the Borrower‌.
If the Borrower loses the invoice after receipt, the Lender ‌shall have no obligation to reissue‌ the VAT invoice.

‌5.‌ If the Lender provides a ‌discount‌ to the Borrower through mutual agreement, the VAT invoice amount shall be based on the ‌post-discount price‌.

‌6.‌ If the Lender ‌provides services free of charge‌ to the Borrower, no VAT invoice shall be issued.

‌7.‌ The Lender shall issue VAT invoices to the Borrower, and the Borrower shall ‌promptly verify the invoice details‌. If any information is incorrect, the Borrower must ‌submit a request for reissuance‌ of the VAT invoice to the Lender ‌in a timely manner‌.

‌Article 11 Declarations and Undertakings

1. The Borrower hereby declares as follows:

(1) The Borrower is ‌legally registered and validly subsisting‌ after approval by market regulatory authorities or competent authorities, and ‌possesses full civil capacity and authority‌ to execute and perform this Agreement;

(2) The execution and performance of this Agreement are based on the Borrower’s ‌genuine intent‌, have obtained ‌lawful and valid authorization‌ in accordance with its bylaws or other internal governance documents, and ‌do not violate‌ any agreements, contracts, or legal documents binding on the Borrower. The Borrower ‌has obtained or will obtain‌ all necessary approvals, permits, filings, or registrations required for executing and performing this Agreement;

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(3) All documents, financial statements, certificates, and other materials provided by the Borrower to the Lender under this Agreement are ‌true, complete, accurate, and valid;

(4) The ‌transaction background‌ for the Borrower’s application to conduct business with the Lender is ‌lawful and legitimate‌, free from involvement in ‌money laundering, terrorist financing, proliferation financing for weapons of mass destruction, tax evasion, fraud, or other illegal purposes‌, and does not violate sanctions imposed by the ‌United Nations, China, or other applicable sanctions regimes‌.;

(5) The Borrower has ‌not concealed‌ any events that may affect its ‌financial condition‌ or ‌ability to perform obligations‌, or those of the guarantor(s);

(6) The Borrower and the loan project ‌comply with national environmental protection standards‌, and are ‌not entities or projects‌ officially listed by relevant state authorities as having ‌prominent energy consumption or pollution issues with ineffective rectification‌. No risks related to energy consumption or pollution exist;

(7) The ‌purpose of the loan‌ and ‌source of repayment‌ are ‌lawful and legitimate;

(8) Other matters declared by the Borrower:\。

2. The Borrower undertakes the following:

(1) Submit ‌financial statements‌ (including but not limited to annual, quarterly, and monthly reports) and other relevant materials to the Lender ‌periodically or promptly‌ as required. The Borrower shall ensure ‌continuous compliance‌ with the following financial indicator requirements:\ ;

(2) If the Borrower has entered or will enter into a ‌counter-guarantee agreement‌ or similar agreement with the guarantor(s) regarding their guarantee obligations, such agreement shall ‌not impair any rights‌ of the Lender under this Agreement;

(3) Cooperate with the Lender in ‌loan payment management‌ and ‌post-loan management‌, accept the Lender’s credit inspections and supervision, and provide sufficient assistance. For ‌self-directed payments‌, the Borrower shall accept and cooperate with the Lender’s inspections (e.g., account analysis, document verification, on-site investigations) to verify compliance with the agreed loan purpose and prevent circumvention of ‌entrusted payment‌ through fragmented transactions. The Borrower shall submit ‌quarterly summaries‌ of loan fund usage and payments to the Lender;

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(4) Obtain the Lender’s ‌prior written consent‌ before undertaking any of the following actions that may affect its debt repayment capacity:

Merger, division, capital reduction, equity transfer;External investments, external guarantees, materially increasing debt financing, or significant asset/claim transfers.;

‌The Borrower shall promptly notify the Lender‌ of the following events:

A. Changes to its or the guarantor’s ‌articles of association, business scope, registered capital, or legal representative;

B. Changes in business operations (e.g., joint ventures, foreign partnerships, cooperation, restructuring, IPO plans);

C. Involvement in ‌significant litigation/arbitration‌, asset seizures, or new encumbrances on collateral;

D. Cessation, dissolution, liquidation, bankruptcy filings, or revocation of business licenses;

‌E.‌ Shareholders, directors, or senior management being implicated in major legal/economic disputes;

‌F.‌ Defaults under other agreements;

‌G.‌ Operational difficulties or financial deterioration;

‌H.‌ Any other material adverse events affecting repayment capacity.

‌(5)‌ The Borrower’s repayment obligations to the Lender shall ‌take priority‌ over loans from its shareholders and be ‌no less favorable‌ than obligations to other creditors. Until full repayment under this Agreement, the Borrower ‌shall not repay shareholder loans;

‌(6)‌ If ‌net profit after tax‌ is zero/negative, insufficient to offset accumulated losses, or pre-tax profit cannot cover upcoming principal/interest/fees, the Borrower ‌shall not distribute dividends/profits‌ to shareholders. Dividends shall not exceed ‌100% of net profit after tax‌ until full repayment hereunder;

‌(7)‌ The Borrower shall not dispose of assets in ways that ‌impair its repayment capacity‌. Total external guarantees shall ‌not exceed 1× its net assets‌ and comply with its bylaws;

‌(8)‌ Loan funds shall ‌not be transferred to same-name accounts or related-party accounts‌ unless permitted herein or approved by the Lender. The Borrower must provide ‌supporting documentation‌ for such transfers;

‌(9)‌ The terms (e.g., collateral, interest rates, repayment priority) granted to the Lender shall be ‌no less favorable‌ than those offered to other financial institutions;

‌(10)‌ The Lender may ‌accelerate loan repayment‌ based on the Borrower’s fund recovery status;

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‌(11)‌ Submit ‌ESG (Environmental, Social, Governance) risk reports‌ to the Lender. The Borrower shall strengthen ESG risk management, accept the Lender’s oversight, and acknowledge that breaches constitute ‌defaults‌ hereunder;

‌(12)‌ Cooperate with the Lender’s ‌due diligence‌, provide/update institutional and ‌beneficial ownership‌ information, and disclose transaction backgrounds;

‌(13)‌ The Lender may participate in the Borrower’s ‌material financings, asset sales, mergers, bankruptcies‌, etc., to protect its creditor rights;

‌(14)‌ Provide ‌complete, truthful, and valid materials‌ to the Lender promptly;

‌(15)‌ ‌Other undertakings by the Borrower‌: .:\。

Article 12 Disclosure of Intra-Group Connected Transactions

The Parties agree to apply the following ‌Clause 2:

The Borrower ‌is not‌ a member of a ‌group client‌ as defined by the Lender under the Guidelines on Risk Management of Credit Business for Group Clients of Commercial Banks (CBRC Order No. 4 [2010], hereinafter the “‌Guidelines‌”).
The Borrower ‌is‌ a member of a ‌group client‌ as defined by the Lender under the ‌Guidelines‌. The Borrower shall promptly report to the Lender any ‌connected transactions‌ exceeding ‌10% of net assets‌, including:The ‌connected relationships‌ among the parties;The ‌nature and subject‌ of the transaction;The ‌transaction amount or proportional value‌;‌Pricing policies‌ (including transactions with no amount or nominal amounts).

The Lender shall have the right to unilaterally suspend disbursement of undrawn loans and accelerate repayment of part or all outstanding principal and interest‌ if any of the following occurs:The Borrower uses ‌false contracts‌ with connected parties to obtain funds or credit by discounting or pledging receivables (e.g., bills, accounts receivable) with ‌no genuine trade background‌;‌Material mergers, acquisitions, or reorganizations‌ occur that the Lender deems may jeopardize loan security;The Borrower ‌intentionally evades Lender claims‌ through connected transactions;

Other circumstances specified in ‌Article 18 of the Guidelines‌.

‌Article 13 Default Events and Remedies

Any of the following events shallconstitute or be deemed a ‌default event‌ by the Borrower under this Agreement:

1.‌ The Borrower ‌fails to fulfill‌ its payment or repayment obligations to the Lender as stipulated herein;

‌2.‌ The Borrower ‌misuses loan funds‌ (e.g., uses funds for purposes not specified in this Agreement, engages in ‌on-lending‌, arbitrage through financial products, ‌artificially inflates fiscal revenues‌, or illegally creates local government ‌hidden debt‌);

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‌3.‌ The Borrower’s representations in this Agreement are ‌untrue‌, or it ‌breaches any commitments‌ made herein;

‌4.‌ Occurrence of circumstances under ‌Article 11.2(4)‌ hereof that the Lender deems may affect the Borrower’s or guarantor’s financial condition or performance capability, and the Borrower ‌fails to provide new collateral‌ or replace guarantors as required;

‌5.‌ ‌Deterioration of the Borrower’s creditworthiness‌;

‌6.‌ ‌Material degradation‌ in the Borrower’s profitability, solvency, operational capacity, cash flow, or other financial metrics, breaching agreed indicators or financial covenants;

‌7.‌ The Borrower ‌defaults under other agreements‌ with the Lender or other entities of Bank of China Limited;

‌8.‌ The ‌guarantor breaches‌ the guarantee agreement or defaults under other agreements with the Lender or Bank of China Limited;

‌9.‌ The Borrower ‌ceases operations‌, dissolves, is revoked, or declares bankruptcy;

‌10.‌ The Borrower is ‌involved in significant disputes, litigation, arbitration‌, or faces ‌asset seizures, enforcement actions, or penalties‌ by judicial/administrative authorities, materially affecting its performance hereunder;

‌11.‌ ‌Abnormal changes, disappearance, or legal restrictions‌ on the Borrower’s major investors, key management personnel, or their freedom, impacting performance hereunder;

‌12.‌ The Lender identifies ‌material risks‌ affecting the Borrower’s or guarantor’s financial condition during ‌annual reviews‌ of the Borrower’s compliance;

‌13.‌ ‌Abnormal large inflows/outflows‌ in designated fund recycling accounts without valid explanation acceptable to the Lender;

‌14.‌ ‌Material breaches‌ related to energy-saving projects (e.g., delays, technical defects, production halts, unrecovered energy-saving revenues), ‌high-interest private borrowing‌, unauthorized external guarantees/new debts, or ‌severe financial deterioration‌;

‌15.‌ The Borrower ‌refuses due diligence cooperation‌ or is ‌involved in illegal activities‌ (e.g., money laundering, terrorism financing, sanctions violations); or the Borrower/guarantor is ‌listed on applicable sanctions lists‌ (UN, China, etc.);

‌16.‌ ‌Any other breach‌ of rights or obligations stipulated herein.

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Upon the occurrence of any defaultevent specified above, the Borrower shall bear liability for breach, and the Lender may, at its discretion, take any of the followingmeasures individually or concurrently:

1.‌ Require the Borrower and/or guarantor(s) to ‌rectify the default‌ within a specified period;

‌2.‌ Reduce, suspend, cancel, or terminate ‌all or part of the Borrower’s credit line‌;

‌3.‌ Partially or wholly suspend, cancel, or terminate:The Borrower’s ‌drawdown requests‌ under this Agreement or other agreements with the Lender;The ‌disbursement, payment, or processing‌ of undrawn loans or unprocessed trade financing;

‌4.‌ Declare ‌all or part of the outstanding principal, interest, and other payable amounts‌ under this Agreement or other agreements with the Lender ‌immediately due and payable‌;

‌5.‌ Adjust the ‌loan interest rate‌ under this Agreement and/or impose ‌penalty interest‌;

‌6.‌ Modify the ‌loan payment method‌ (e.g., switch from self-directed to entrusted payment, lower entrusted payment thresholds);

‌7.‌ Downgrade the ‌risk classification‌ of all credit assets under this Agreement or other agreements with the Lender;

‌8.‌ Terminate or rescind ‌this Agreement in whole or in part‌, or terminate/rescind other agreements between the Borrower and the Lender;

‌9.‌ Demand the Borrower ‌compensate the Lender‌ for losses incurred due to the default, including but not limited to litigation costs, attorney fees, enforcement expenses, etc.;

‌10.‌ ‌Offset funds‌ from the Borrower’s accounts held with the Lender or other entities of ‌Bank of China Limited‌ to repay all or part of the Borrower’s debts hereunder. Any ‌undue funds in such accounts shall be deemed immediately due‌. If the account currency differs from the Lender’s operating currency, conversion shall use the ‌foreign exchange rate applicable to the Lender‌ at the time of offset;

‌11.‌ ‌Exercise security interests‌ over collateral;

‌12.‌ Demand guarantor(s) ‌fulfill their guarantee obligations‌;

‌13.‌ Any ‌other measures‌ deemed necessary and feasible by the Lender.

‌Article 14 Preservation of Rights

A Party’s failure to exercise ‌any or all rights‌ under this Agreement, or to require the other Party to perform or bear ‌any or all obligations or liabilities‌, shall not constitute a ‌waiver‌ of such rights or exemption of such obligations/liabilities.

A Party’s ‌forbearance, extension, or delay‌ in exercising its rights under this Agreement shall neither affect its entitlement to any rights under this Agreement or applicable ‌laws and regulations‌, nor be deemed a ‌waiver‌ of such rights.

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‌Article 15 Amendments, Modifications, and Termination

This Agreement may be ‌amended or modified‌ in writing upon mutual consent of the Parties. All amendments or modifications shall form an ‌integral part‌ of this Agreement.

Unless otherwise required by ‌laws, regulations‌, or agreed by the Parties, this Agreement ‌shall not be terminated‌ prior to the full performance of all rights and obligations hereunder.

Unless otherwise required by ‌laws, regulations‌, or agreed by the Parties, the ‌invalidity of any provision‌ of this Agreement shall not affect the legal validity of the remaining provisions.

Article 16 Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the ‌People’s Republic of China‌ (for the purpose of this Agreement, excluding the laws of the Hong Kong Special Administrative Region, Macau Special Administrative Region, and Taiwan).

After this Agreement takes effect, any ‌dispute arising from or relating to‌ the conclusion, performance, or interpretation of this Agreement shall first be resolved through ‌good-faith negotiations‌ between the Parties. If the Parties fail to reach an agreement, either Party may resolvethe dispute by ‌Option 2‌ below:

Arbitration。Submit the dispute to ‌_Arbitration Commission‌ for arbitration in ‌__(Arbitration Venue)__‌ in accordance with the Commission’s ‌effective arbitration rules‌ at the time of submission. The arbitral award shall be ‌final and binding‌ on all Parties.
Litigation‌: The Parties may mutually agree to resolve the dispute through litigation in ‌Chinese courts‌. Failing such agreement, either Party may file a lawsuit with the ‌People’s Court‌ at the domicile of the Lender or any other entity of ‌Bank of China Limited‌ that assumes rights or obligations under this Agreement or related agreements.

During the pendency of a dispute, ‌the remaining provisions of this Agreement‌ shall continue to be performed to the extent such dispute does not affect their enforceability.

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Article 17 Annexes

The following annexes and any other annexes mutually confirmed by the Parties shall constitute ‌an integral part‌ of this Agreement and have the ‌same legal effect‌ as this Agreement:

1.‌ Drawdown Application‌;

2.‌ Annualized Loan Interest Rate Notification Letter‌ (template);

3.‌ Loan Voucher‌.

‌Article 18 Miscellaneous Provisions

The Borrower shall not ‌assign any rights or obligations‌ under this Agreement to any third party without the Lender’s prior written consent.
The Borrower acknowledges that the Lender may, due to business needs, ‌entrust other entities of Bank of China Limited‌ to perform the rights and obligations under this Agreement, or transfer the loan business hereunder to other entities of Bank of China Limited for management. Such authorized or successor entities shall have the right to ‌exercise all rights under this Agreement‌, including initiating litigation, arbitration, or enforcement actions in their own names.
Subject to other terms herein, this Agreement shall bind both Parties and their ‌lawful successors and assignees‌.
Unless otherwise agreed, the ‌addresses specified in this Agreement‌ shall serve as the Parties’ communication and service addresses for all notices, documents, and legal proceedings (including but not limited to arbitration, litigation, enforcement, ‌first-instance trials, jurisdictional objections and reconsiderations, second-instance trials, retrials, remand proceedings, and execution‌). Legal documents include but are not limited to ‌notices, arbitral awards, judgments, rulings, and mediation agreements‌.

The Borrower agrees that the Lender, arbitralinstitutions, or courts may deliver relevant documents and legal instruments to the Borrower via ‌electronic means‌ (e.g., faxor email) as specified in this Agreement.

Where both a ‌physical service address‌ and ‌electronic delivery method‌ are designated, delivery to either shall have ‌equal legal effect‌. For the same matter or document, multiple delivery methods shall all be valid, and the ‌earliest delivery date‌ shall prevail.

If either Party changes its service address or method, it shall notify the other Party in writing of the updated address or method ‌10 working days in advance‌. During arbitration or litigation, any Party changing its address or method shall ‌notify the arbitral institution or court‌ of such changes. Failure to notify shall render the originally confirmed address or method ‌valid and effective‌.

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If a document fails to be delivered due to ‌inaccurate address/method‌, ‌failure to notify changes‌, or ‌recipient’s refusal to accept‌:For ‌mail delivery‌, the return date of the document shall be deemed the service date;For ‌direct delivery‌, the date recorded on the delivery receipt by the server shall be deemed the service date;For ‌electronic delivery‌, the date when the document enters the Borrower’s designated system shall be deemed the service date.

‌This clause on service addresses‌ constitutes an ‌independent and severable provision‌ of this Agreement. It shall remain valid even if other parts of this Agreement are deemed invalid or revoked.

The transactions hereunder are conducted ‌independently and fairly‌. If any Party is deemed the Lender’s affiliate under applicable laws or regulations, such relationship shall not affect the ‌fairness of the transactions‌.
‌Headings and business terms‌ in this Agreement are for reference only and shall not affect the interpretation of rights or obligations.
The Borrower authorizes the Lender to ‌collect, use, process, and share‌ the following information for credit review, management, and regulatory compliance:

(1) Credit data from the ‌Financial Credit Information Basic Database‌ and other lawful credit databases;

(2) Business registration, tax, financial, utility payment, salary, transaction, and third-party-held data;

(3) Legal, litigation, enforcement, or penalty records;

(4) Information generated during the provision of financial services;

(5) Excluding publicly available information.:

(1) Query the Borrower’s relevant information through the ‌Financial Credit Information Basic Database‌ and other legally established credit information databases.‌

(2) Provide information related to this Agreement and other Borrower-related information to the ‌Financial Credit Information Basic Database‌ and other legally established credit information databases, enabling qualified institutions or individuals to lawfully query and use such information.‌

(3) Share the above information internally among members of the Lender’s group to fulfill ‌post-approval management‌ and comply with laws, regulations, and supervisory requirements for unified credit management of the Borrower.‌

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(4) Disclose the above information to relevant third-party institutions as necessary for ‌credit business processing, debt collection, debtassignment, and post-approval management‌.‌

If a ‌drawdown or repayment date‌ falls on a non-working day (e.g., weekend or holiday), it shall be postponed to the next working day.
The Lender may ‌terminate or modify‌ this Agreement if unable to perform due to ‌changes in laws, regulations, or regulatory requirements‌, and shall bear no liability in such cases.
The Borrower may contact the Lender via the phone number herein for ‌consultation or complaints‌ regarding this Agreement or related fees.

‌Article 19 Effectiveness

This Agreement shall take effect upon being ‌signed by the legal representative (responsible person) or their authorized signatory‌ and affixed with the official seals of both Parties. This Agreement is executed in ‌duplicate‌, with each Party holding one copy, both having ‌equal legal force‌.

Borrower: Jiangxi Yibo Electronic Technology Co., Ltd.

‌Authorized Signatory:

July 9, 2025

Lender‌: Bank of China, Xinyu Branch

‌Authorized Signatory:

July 9, 2025

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Attachment: Annualized Interest Rate NoticeLetter

N O :

T O:\

Our Bank and your Company have entered into the ‌Working Capital Loan Agreement‌ with the number . Under the aforementioned Agreement, the ‌annualized interest rate‌ (simple interest) of the loan provided by our Bank to your Company is. This‌annualized interest rate‌ includes:

(1) Loan interest calculated based on the loan interest rate specified in ‌Article 4, Clause 1‌ of the aforementioned Agreement;

(2) Various fees directly related to the loan as stipulated in ‌**Article **‌ of the aforementioned Agreement; (Delete if inapplicable)

(3) Various fees directly related to the loan as stipulated in the \ (No.: ) separately executed between your Company and our Bank. (Delete if inapplicable)

This Notice Letter serves as an attachment to the aforementioned Agreement, constitutes an ‌inseparable part‌ thereof, and shall have the same legal effect as the aforementioned Agreement. Matters not specified herein shall be governed by the terms of the aforementioned Agreemen

Lender:‌
‌Authorized Signatory:

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Exhibit 4.11

D-02: Working Capital Loan Contract——Applicable to single transactions, as well as individual Category A and Category B working capital loan businesses

WorkingCapital Loan Contract

Contract No:

05CR(2025)YB002

Borrower:Jiangxi Yibo Electronic Technology Co.,Ltd.

Unified Social Credit Code:91360500566298184K

Legal Representative:Gu Weidong

Address: Yibo Industrial Park,Guangfu Road 756, High-tech Development Zone, Yushui District, Xinyu City, Jiangxi Province Postal Code‌:338000

Name of the Financial Institution and Account Number:196213227065

Bank of China, Xinyu High-tech Branch

Phone: 0790-7081098‌ Fax: 0790-7081098

*‌Email:*

Lender‌:Bank of China, Xinyu Branch

Responsible Person: Hou Jian

Address: No. 2 Xianlai Middle Avenue, Xinyu City, JiangxiProvince

Postal Code: 338000

Phone: 0790-6435513 ‌Fax: 0790-6435513

This Contract is made and entered into by and between the Borrower and the Lender, upon equal negotiation, with respect to the Lender granting a working capital loan to the Borrower.

This Contract is a sub-agreement under the Credit Line Agreement No. YB001 signed between Bank of China, Xinyu Branch and Jiangxi Yibo Electronic Technology Co., Ltd. in 2024.

Article 1. Loan Amount

Currency‌: RMB

Amount‌: Thirty Million Yuan;

(RMB 30,000,000.00).

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‌Article 2. Loan Term

The loan term is 12 months, calculated from the actual drawdown date; If the loan is drawn down in installments, the loan term shall be calculated from the first actual drawdown date.

Article 3. Loan Purpose

The loan is for the procurement of plastic products, computer accessories, etc.

Article 4. Interest Rate and Interest Calculation (Note:‌Complete based on actual circumstances. Delete any non-applicable clauses.)

1. Interest Rate

‌Interest Rate‌ (Annualized Rate; Simple Interest for RMB Loans) shall be determined as ‌Option 2‌ below:

(1) Fixed Rate‌: An annual interest rate of/%. The contractual rate shall remain unchanged during the Loan Term

(2) ‌Floating Rate‌, The ‌Starting Date‌ shall be the actual drawdown date (or, in the case of multiple drawdowns, the first actual drawdown date).

Every 12 months, with repricing occurring once per cycle. The Repricing Date is the first day of the next floating cycle. The repricing date shall be the corresponding day in the repricing month. If such a day does not exist, it shall be the last day of the month. If the floating cycle is daily, the repricing date shall be the next calendar day.

For Each Drawdown:

Floating Interest Rate for RMB Loans

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2. Interest Calculation

(1) For the fixed interest rate under Paragraph 1(1) and the floating interest rate for RMB loans under Paragraph 1(2) of this Article:

Interest shall be calculated ‌from the actual drawdown date‌ based on the ‌actual drawdown amount‌ and the ‌number of days the funds are used.‌

‌Interest Calculation Formula: Interest = Principal × Actual Days × Daily Interest Rate.

The daily interest rate is derived from a ‌360-day year basis‌, using the formula:‌ Daily Interest Rate = Annual Interest Rate / 360‌.

3. Interest Settlement

The Borrower shall settle interest in the following manner (select Option (1)):

4. Default Interest

If a loan is ‌both defaulted and misused‌, penalty interest shall be calculated using the ‌higher penalty rate‌ applicable to either default or misuse.

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(3) Penalty Interest Rate Structure

For RMB Loans:Floating-Rate Loans

5. Others

(3) The term “‌Pricing Benchmark‌” as used in this Article shall ‌have the same meaning‌ as “‌Benchmark Rate‌.”

(4) For purposes of this Agreement:

‌“TERM SOFR”‌ refers to the Term Secured Overnight Financing Rate published and administered by the ‌Chicago Mercantile Exchange (CME)‌ (or its successor administrator).

‌“TIBOR”‌ refers to the Tokyo Interbank Offered Rate published and administered by the ‌Japanese Bankers Association (JBA)‌ (or its successor administrator).

‌“EURIBOR”‌ refers to the Euro Interbank Offered Rate published and administered by the ‌European Money Markets Institute (EMMI)‌ (or its successor administrator).

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‌“Overnight SOFR”‌ refers to the Secured Overnight Financing Rate published and administered by the ‌Federal Reserve Bank of New York‌ (or its successor administrator).

‌“Overnight SONIA”‌ refers to the Sterling Overnight Index Average published and administered by the ‌Bank of England‌ (or its successor administrator).

‌“Overnight TONA”‌ refers to the Tokyo Overnight Average Rate published and administered by the ‌Bank of Japan‌ (or its successor administrator).

‌“Overnight ESTR”‌ refers to the Euro Short-Term Rate published and administered by the ‌European Central Bank (ECB)‌ (or its successor administrator).

‌“Overnight SARON”‌ refers to the Swiss Average Rate Overnight published and administered by the ‌SIX Swiss Exchange‌ (or its successor administrator).

Article 5. Drawdown Conditions

The Borrower must meet the following conditions before drawing down the loan:

This Contract and its annexes have taken effect;
The Borrower has provided the required guarantees as requested by the Lender, and the guarantee contract has taken effect with the completion of statutory approval, registration, or filing procedures;
The Borrower has reserved with the Lender documents, vouchers, seals, personnel lists, signature samples, and other materials related to the conclusion and performance of this Contract, and has completed relevant vouchers;
The Borrower has opened an account necessary for the performance of this Contract as required by the Lender;
The Borrower has submitted a written drawdown application and relevant documents proving the loan purpose to the Lender three banking working days before the drawdown;
The Borrower has submitted to the Lender the resolution and authorization letter of its board of directors or other authorized departments approving the conclusion and performance of this Contract;
Other conditions stipulated by laws and mutually agreed upon by both parties: The Borrower’s drawdown application can only be processed if it falls within the Lender’s credit scale.

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Article 6. Drawdown Time and Method

The Borrower shall draw down the loan in the following manner (select Option (2)):

(1) The full loan amount shall be drawn in a single installment on ‌[Year/Month/Day].

(2) The Borrower shall draw the entire loan amount ‌within 30 days from July 21, 2025‌‌.

(3) The loan shall be drawn in installments according to the following schedule:

Drawdown Date	Drawdown Amount

If the Borrower fails to utilize the loan within the specified timeframe, the Lender reserves the right to reject the Borrower’s drawdown request. ‌

3. Commitment Service for Undrawn Amounts

Pursuant to the ‌“FeeReduction and Concession”‌ principle, the Lender waives the ‌Commitment Fee‌ for this service. The waived amount isassessed as ‌RMB 100,000.00‌.

‌Article 7. Loan Fund Payment

Loan Disbursement Account

The Borrower has opened the following account with the Lender as the loan disbursement account

Account Name‌: Jiangxi Yibo Electronic Technology Co., Ltd.

‌Account No.‌: 196213227065

2. Payment Methods

A. A new credit relationship is established between the Lender and the Borrower, and the Borrower’s credit rating falls below the Lender’s internal requirements;

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C. Other scenarios stipulated by the Lender or mutually agreed with the Borrower:\。

(3) Borrower-Controlled Disbursement，the Lender releases loan funds to the Borrower’s account, after which the Borrower independently disburses funds to counterparty(ies) aligned with the agreed purpose. Borrower-Controlled Disbursement‌ applies to all scenarios ‌not‌ requiring Lender-Entrusted Disbursement under Section 2 above.

(4) Modification of Disbursement Method. After submitting a Drawdown Application, if changes occur in the Borrower’s payment conditions (e.g., external payments, credit rating), the disbursement method for Borrower-Controlled funds ‌must be modified‌ if the criteria in Section 2(2) are triggered. For any changes to the payment amount, recipient, or purpose under a modified or Lender-Entrusted method, the Borrower shall:

Submit a written request for modification to the Lender;Refile the Drawdown Application; Provide updated transaction documents evidencing fund usage.

3. Specific Requirements for Lender-EntrustedDisbursement

(1) Payment Authorization. Where Lender-Entrusted Disbursement applies, the Borrower shall include an explicit ‌payment authorization‌ in the Drawdown Application. This authorization:Permits the Lender to directly transfer loan funds to the Borrower’s designated transaction counterparty account(s) aligned with the agreed purpose of this Agreement;Requires the Borrower to provide ‌mandatory payment details‌, including; Name of the transaction counterparty;Counterparty’s account information; Payment amount.

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(3) Lender’s Obligations for EntrustedDisbursement

(4) The Borrower shall not ‌structure transactions in a piecemeal manner‌ to evade Lender-Entrusted Disbursement requirements.

After the loan funds are disbursed, the Borrower shall promptly provide the Lender with ‌usage records and documentation‌ of the loan funds as required. The required materials include, but are not limited to: ‌transfer vouchers, purpose verification materials‌, and other relevant transactiondocuments.
In the event of ‌any of the following circumstances‌, the Lender reserves the right to:‌Reassess the conditions for loandisbursement and payment‌;‌ Modify the loan payment method‌; ‌Suspend or terminate the disbursement and paymentof loan funds‌:

(1) Significant deterioration in operational or financial condition;

‌(2)‌ Deterioration in creditworthiness or lack of profitability in core business operations;

‌(3)‌ Abnormal use of loan funds or circumvention of entrusted payment requirements;

‌(4)‌ Failure by the Borrower to promptly provide loan fund usage records or documentation as requested;

‌(5)‌ Violation by the Borrower of this clause in the payment of loan funds;

‌(6)‌ Any other material breach of this Agreement.

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‌Article 8. Repayment

Account Name‌: Jiangxi Yibo Electronic Technology Co., Ltd.

‌Account No.‌: 196213227065

Unless otherwise agreed by both parties‌, the Borrower shall repay the loan under this Agreement according to ‌Item (1)‌ of the following repayment schedule:

(1) Repay the ‌entire loan‌ under this Agreement ‌on the loan maturity date‌.

(2) Repay the loan under this Agreement according to the following schedule:

Repayment Date	Repayment Amount
\	\

(3) Other repayment plan:\。

Unless otherwise agreed by both parties, ‌if the Borrower defaults on both principal and interest payments, as well as expenses for enforcing creditor’s rights‌, the Lender reserves the right to ‌determine the repayment priority‌ (e.g., principal vs. interest/expenses). In cases of ‌installment repayments‌, if multiple loans under this Agreement are due or overdue, the Lender may ‌decide the repayment order for specific payments‌. If multiple loan agreements between the Borrower and Lender are due, the Lender may ‌designate which agreement each repayment fulfills‌.

For loans with ‌combinedsimple and compound interest‌, if early or partial repayment occurs, ‌all interest corresponding to the prepaid principal mustbe settled in full immediately‌.

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The Borrower shall repay using ‌Item (1)‌ of the following methods.

‌Repayment Account Name:Jiangxi Yibo Electronic Technology Co., Ltd.

‌Account No.‌: 196213227065

(2) Other mutually agreed repayment method:\。

‌Article9 Guarantee

The methods of guarantee for the obligations under this Agreement are as follows:

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Article 10 Invoice Issuance

The Borrower may apply to the Lender for a ‌VAT invoice‌ (VAT general invoice) ‌after the Lender confirms receipt of payment‌. The Lender shall issue the VAT invoice to the Borrower upon receiving such application.
The Borrower may apply for a VAT invoice at the ‌relevant business handling institution‌ or ‌other institutions designated by the Lender‌.
he Borrower must ensure that the ‌payer of funds‌, ‌contract signatory‌, and ‌purchaser listed on the VAT invoice‌ are the ‌same tax entity‌. If inconsistent, any resulting losses (e.g., failure to account for the invoice or claim input tax credits) ‌shall be solely borne by the Borrower‌.
If the Borrower loses the invoice after receipt, the Lender ‌shall have no obligation to reissue‌ the VAT invoice.