{"url_path":"/sec/cchh/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 Financial Information**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2074123/0001213900-26-057844-index.html","accession_number":"0001213900-26-057844","cik":"0002074123","ticker":"CCHH","issuer_name":"CCH Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2074123/0001213900-26-057844-index.html","primary_entity_key":"0002074123","primary_entity_name":"CCH Holdings Ltd"},"word_count":1139,"has_tables":true,"body_markdown":"**Item 8. Financial Information**\n\n** **\n\n8A. Consolidated statements and other financial\ninformation\n\n \n\nWe have appended consolidated\nfinancial statements filed as part of this annual report.\n\n \n\n**Legal and Administrative Proceedings**\n\n \n\nPlease refer to “Item\n4. Information on the Company - Legal Proceedings.”\n\n \n\n**Dividend Policy**\n\n \n\nWe have never declared or paid\ncash dividends on our ordinary shares. We do not have any present plan to pay any cash dividends on our ordinary shares in the foreseeable\nfuture after this offering. We currently intend to retain most, if not all, of our available funds and any future earnings to operate\nand grow our business.\n\n \n\nWe are a holding company incorporated\nin the Cayman Islands. We may rely on dividends from our Malaysian subsidiaries for our cash requirements, including any payment of dividends\nto our shareholders.** **There are no foreign exchange restrictions under Malaysian law which would affect the payment\nor remittance of dividends by our Malaysian subsidiaries to us.\n\n \n\nOur board of directors has\ncomplete discretion on whether to distribute dividends, subject to applicable laws. In addition, our shareholders may by ordinary resolution\ndeclare a dividend, but no dividend may exceed the amount recommended by our board of directors. Under the Cayman Islands law, a Cayman\nIslands company may pay a dividend either out of profit or share premium account, provided that in no circumstances may a dividend be\npaid if the dividend payment would result in the company being unable to pay its debts as they fall due in the ordinary course of business.** **Even\nif our board of directors decides to pay dividends, the form, frequency, and amount will depend upon our future operations and earnings,\ncapital requirements and surplus, general financial condition, contractual restrictions, and other factors that the board of directors\nmay deem relevant.\n\n \n\n8B. Significant changes\n\n \n\nExcept as described below, no\nother significant change has occurred since the date of our consolidated financial statements filed as part of this annual report.\n\n \n\nOn February 10, 2026, the\nCompany received written notification from The Nasdaq Stock Market LLC indicating that the Company is not in compliance with the minimum\nbid price requirement set forth in Nasdaq Listing Rule 5550(a)(2), because the closing bid price of the Company’s Class A Ordinary\nShares was below $1.00 per share for 30 consecutive business days. The Company has a 180-calendar-day period (until August 10, 2026) to\nregain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s Class A Ordinary\nShares must be at least $1.00 per share for a minimum of ten consecutive business days during the compliance period. There can be no assurance\nthat the Company will be able to regain compliance with the minimum bid price requirement. If the Company does not regain compliance within\nthe 180-calendar-day compliance period, it may be eligible for an additional 180-day compliance period, subject to meeting applicable\nconditions. If the Company is unable to regain compliance, its Class A Ordinary Shares could be delisted from Nasdaq. See “Item\n3. Key Information—D. Risk Factors” for a discussion of risks related to the Nasdaq bid price deficiency notice; and (ii)\ndescribe any other material subsequent events since December 31, 2025. Other than as disclosed herein, no other significant change has\noccurred since the date of our consolidated financial statements filed as part of this annual report.\n\n \n\n59\n\n \n\n \n\nOn March 27, 2026, the Company\nentered into a securities purchase agreement (the “SPA”) with certain non-U.S. investors pursuant to Regulation S under the\nSecurities Act, pursuant to which the Company agreed to issue and sell up to 18,000,000 units at a purchase price of $0.20 per unit, with\neach unit consisting of one Class A Ordinary Share, par value $0.00001 per share, for aggregate gross proceeds of up to $3.6 million.\nThe proceeds from the offering are expected to be used for working capital and general corporate purposes. The issuance was exempt from\nregistration under Section 4(a)(2) of the Securities Act and Regulation S thereunder. The SPA contains customary representations, warranties\nand covenants by the Company and the purchasers, including, among others, representations regarding the Company’s organization,\ncapitalization, compliance with applicable laws, absence of material adverse effects and pending litigation, and the purchasers’\nstatus as non-U.S. persons acquiring the securities for investment purposes. The closing of the transaction is subject to customary closing\nconditions, including the accuracy of representations and warranties, compliance with covenants, absence of legal restraints, delivery\nof the purchase price, and the absence of any material adverse effect.\n\n \n\nOn March 4, 2026, we held an\nannual general meeting of shareholders (the “AGM”), during which the shareholders, among others, approved to amend and reclassify\nthe authorized share capital by (a) redesignating and reclassifying (i) 9,720,000 ordinary shares of a par value of US$0.00001 held by\nGoh Kok Foong as Class B ordinary shares with a par value of US$0.00001 each and (ii) 3,990,280,000 issued and unissued ordinary shares\nof a par value of US$0.00001 as Class A ordinary shares of a par value of US$0.00001 each.  Each Class B Ordinary Share is entitled\nto fifty (50) votes and each Class A Ordinary Share is entitled to one (1) vote on all matters subject to a vote at general meetings of\nthe shareholders, respectively. Class A Ordinary Shares and Class B Ordinary Shares shall rank pari passu in all respect with each other\nand have the same rights and are subject to the same restrictions in all other matter. Following the re-designations, the authorized share\ncapital of the Company is US$50,000 divided into 5,000,000,000 shares of a par value of US$0.00001 each, comprising (i) 3,990,280,000\nshares are designated as Class A Ordinary Shares of a par value of US$0.00001 each, (ii) 9,720,000 shares are designated as Class B ordinary\nshares of a par value of US$0.00001 each, and (iii) 1,000,000,000 shares of a par value of US$0.00001 each of such class or classes (however\ndesignated) as the board of directors may determine in accordance with the memorandum and articles of association of the Company.\n\n \n\nOn March 27, 2026, Ms. Mhlengi\nPrevail Mafu was as the Co-Chief Executive Officer of the Company, effective from March 27, 2026.\n\n \n\nOn March 31, 2026, Mr. Goh Kok\nFoong stepped down as Chairman, Director and Chief Executive Officer of the Company due to his personal reasons, effective from March\n31, 2026. Mr. Goh Kok Foong’s decision to step down was not the result of any disagreement with the Company’s management or\nBoard. Following Mr. Goh Kok Foong’s stepping down, Mr. Goh Kok E, the Company’s Director and Chief Operating Officer will\nassume Mr. Goh Kok Foong’s role as the Company’s Chairman and Chief Executive Officer and member of the nominating and corporate\ngovernance committee. On March 31, 2026, Ms. Mhlengi Prevail Mafu was the Company’s Co-Chief Executive Officer to serve as a Director\nof the Company."}