{"url_path":"/sec/efty/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 Information on the Company**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2058349/0001213900-26-056086-index.html","accession_number":"0001213900-26-056086","cik":"0002058349","ticker":"EFTY","issuer_name":"ETOILES CAPITAL GROUP CO., LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/2058349/0001213900-26-056086-index.html","primary_entity_key":"0002058349","primary_entity_name":"ETOILES CAPITAL GROUP CO., LTD"},"word_count":8472,"has_tables":true,"body_markdown":"**Item\n4. Information on the Company**\n\n \n\n**4.A.\nHistory and Development of the Company**\n\n \n\nEtoiles\nCapital Group Co., Ltd is a holding company incorporated in the Cayman Islands. As a holding company with no material operations of its\nown, the Company conducts its business primarily through its operating subsidiary.\n\n \n\nOur principal operating subsidiary is Etoiles Consultancy Limited (“Etoiles\nConsultancy”), a company incorporated under the laws of Hong Kong on October 9, 2013. Etoiles Consultancy specializes in providing\nintegrated investor relations services. We also wholly own, directly or indirectly, (i) Etoiles Financial Group Limited (“Etoiles\nFinancial Group”), incorporated in Hong Kong on November 16, 2023, which has no material operations and is primarily used to manage\ncertain administrative and operating expenses of the Group; (ii) Etoiles Vision Technology (Shenzhen) Company Limited (“Etoiles\nVision”), incorporated in the People’s Republic of China on December 19, 2025, which has no material operations and is primarily\nused to manage certain administrative matters in the PRC; and (iii) Etoiles Original Limited (“Etoiles Original”), incorporated\nin the British Virgin Islands on October 8, 2025, which has no material operations. \n\n \n\nEtoiles Consultancy, Etoiles Financial Group and Etoiles Original are\nindirectly wholly owned by the Company through Zynergy Holding Co., Limited, a company incorporated in the British Virgin Islands on December\n27, 2023, which is a wholly owned subsidiary of the Company. Etoiles Vision is wholly owned by Etoiles Consultancy.\n\n \n\nHowever,\nin the future, funds may not be available to fund operations or for other use outside of Hong Kong, due to interventions in, or\nthe imposition of restrictions and limitations on, our ability or our subsidiary’s ability by the PRC government to transfer cash\nor assets out of Hong Kong. Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect\non our ability to conduct our business and might materially decrease the value of our Ordinary Shares or cause them to be worthless.\nSee “*Risk Factors — We rely on dividends and other distributions on equity paid by our subsidiary to fund any cash and\nfinancing requirements we may have. In the future, funds may not be available to fund operations or for other use outside of Hong Kong,\ndue to interventions in, or the imposition of restrictions and limitations on, our ability or our subsidiary by the PRC government to\ntransfer cash. Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability\nto conduct our business and might materially decrease the value of our Ordinary Shares or cause them to be worthless*”.\n\n \n\n**Corporate\nHistory**\n\n \n\nEtoiles Capital Group Co., Ltd was incorporated as an exempted company\nwith limited liability on September 13, 2024 under the laws of Cayman Islands. It is a holding company and is not actively engaging\nin any business. As of the date of this annual report, and under its Amended Memorandum and Articles of Association, the authorized share\ncapital is US$50,000 divided into 500,000,000 Ordinary Shares of par value US$0.0001 each, comprising of (i) 450,000,000 Class A\nOrdinary Shares of nominal or par value of US$0.0001 each, and (ii) 50,000,000 Class B Ordinary Shares of nominal or par value\nUS$0.0001 each. All of our outstanding Ordinary Shares are fully paid and non-assessable. Certificates representing the Ordinary Shares\nare issued in registered form.] The registered office of the Company is located at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana\nBay, Grand Cayman, KY1-9009, Cayman Islands.\n\n \n\n**The\nReorganization**\n\n \n\nIn this annual report, we refer to all these following events as the\n“Reorganization”.\n\n \n\nOn\nNovember 4, 2024, the Company passed board resolutions and shareholder resolutions to re-designate our authorized share capital\nfrom US$50,000 divided into 500,000,000 ordinary shares of par value US$0.0001 each to US$50,000 divided into (i) 450,000,000 Class A\nOrdinary Shares of par value of US$0.0001 each and (ii) 50,000,000 Class B Ordinary Shares of par value of US$0.0001 by re-designating\n(a) 449,990,000 authorized but unissued ordinary shares of par value of US$0.0001 each into 449,990,000 Class A Ordinary Shares\nof par value of US$0.0001 each; and (b) 50,000,000 authorized but unissued ordinary shares of par value of US$0.0001 each into 50,000,000\nClass B Ordinary Shares of par value of US$0.0001 each, and re-designating a total of 10,000 issued ordinary shares of par value\nof US$0.0001 owned by Etoiles Zeneo Investment Limited into 10,000 Class A ordinary shares of par value of US$0.0001 each. Subsequent\nto the re-designation, the Company was owned as to 10,000 Class A Ordinary Shares by Etoiles Zeneo Investment Limited. Simultaneously,\nthe Company issued 13,490,000 Class A Ordinary Shares of par value of US$0.0001 each and 10,000,000 Class B Ordinary Shares\nof par value of US$0.0001 each to Etoiles Zeneo Investment Limited. On the same day, the Company also adopted an amended and restated\nmemorandum and articles of association.\n\n \n\n20\n\n \n\n \n\nOn\nNovember 4, 2024, Etoiles Zeneo Investment Limited entered into five sale and purchase agreements (the “Sale and Purchase\nAgreements”) with Doublefortuna Company Limited, Easy Cargo Management Inc, Enbo Holdings Group Limited, La Dicha Group Limited\nand Quantum Pinnacle Company Limited, respectively. Pursuant to the Sales and Purchase Agreements, Etoiles Zeneo Investment Limited sold,\nand Doublefortuna Company Limited, Easy Cargo Management Inc, Enbo Holdings Group Limited, La Dicha Group Limited and Quantum Pinnacle\nCompany Limited acquired, 4.90%, 4.60%, 4.70%, 4.70% and 4.90% of the issued Class A equity interests in the Company, at the consideration\nof US$125,642, US$117,949, US$120,513, US$120,513 and US$125,642, respectively. On the same date, Etoiles Zeneo Investment Limited executed\nthe instrument of transfers whereby Etoiles Zeneo Investment Limited have transferred 661,500, 621,000, 634,500, 634,500 and 661,500\nClass A Ordinary Shares, out of its 13,500,000 Class A Ordinary Shares, to Doublefortuna Company Limited, Easy Cargo Management\nInc, Enbo Holdings Group Limited, La Dicha Group Limited and Quantum Pinnacle Company Limited, respectively. Subsequent to the transfers,\nthe Company is owned as to (i) 10,287,000 Class A Ordinary Shares and 10,000,000 Class B Ordinary Shares by Etoiles Zeneo\nInvestment Limited; and (ii) 661,500, 621,000, 634,500, 634,500 and 661,500 Class A Ordinary Shares by Doublefortuna Company\nLimited, Easy Cargo Management Inc, Enbo Holdings Group Limited, La Dicha Group Limited and Quantum Pinnacle Company Limited, respectively.\n\n \n\nOn\nMay 8, 2025, Etoiles Zeneo Investment Limited proposed to voluntarily surrender 5,000,000 Class B Ordinary Shares to the Company for\nno consideration for the cancellation, and the Company approved the surrender and cancellation of such shares on May 8, 2025. Etoiles\nZeneo Investment Limited considered that it is in the best interest of the Group to forgo any consideration for the voluntary surrender\nand cancellation of the 5,000,000 Class B Ordinary Shares. Subsequently, the Company is owned as to (i) 10,287,000 Class A Ordinary Shares\nand 5,000,000 Class B Ordinary Shares by Etoiles Zeneo Investment Limited; and (ii) 661,500, 621,000, 634,500, 634,500 and 661,500 Class\nA Ordinary Shares by Doublefortuna Company Limited, Easy Cargo Management Inc, Enbo Holdings Group Limited, La Dicha Group Limited and\nQuantum Pinnacle Company Limited, respectively.\n\n \n\nOn\nMay 20, 2025, the management team decided on a strategic rebranding of the Company. The name of the Company was amended to Etoiles Capital\nGroup Co., Ltd. On the same day, the Company also amended and adopted the second amended and restated memorandum of association and articles\nof association of the Company.\n\n \n\n**Completion\nof the Initial Public Offering**\n\n \n\nOn August 11, 2025, the Company closed its initial public offering\nof 1,400,000 Class A ordinary shares s on the Nasdaq Capital Market. Under the terms of the underwriting agreement, the Company sold a\ntotal of 1,400,000 Ordinary Shares at an offering price of US$4.00 per Ordinary Share for gross proceeds of US$5.6 million. A final prospectus\nrelating to the initial public offering was filed with the SEC on August 8, 2025. The Company’s Ordinary Shares began trading on\nAugust 8, 2025 on the Nasdaq Capital Market under the ticker symbol “EFTY.” Subsequently on August 13, 2025, the Company issued\nand sold to the underwriters 210,000 Class A Ordinary Shares at a price of US$4.00 per share, pursuant to the full exercise of the over-allotment\noption, resulting in additional gross proceeds of approximately US$840,000. As a result, the Company has raised aggregate gross proceeds\nof US$6.44 million in the initial public offering, including the exercise of the over-allotment option, prior to deducting underwriting\ndiscounts and commissions and offering expenses payable by the Company.\n\n \n\n21\n\n \n\n \n\nAs of the date of annual report, 20,110,000 Ordinary\nShares, consisting of 15,110,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares, were issued and outstanding. Our Controlling\nShareholder, Etoiles Zeneo Investment Limited, currently both directly and indirectly owns 68.08% of our Class A Ordinary Shares\nand 100% of Class B Ordinary Shares, which represent 92.59% of the total voting power of our outstanding Shares. See “Risk\nFactors — Risks Related to Our Class A Ordinary Shares — Our Controlling Shareholder has significant\nvoting power and may take actions that may not be in the best interests of our other shareholders.”\n\n \n\n**Suspension of Trading**\n\n \n\nOn October 3, 2025, the SEC made an order suspending trading in the\nsecurities of the Company for the period from 4:00 a.m. ET on October 6, 2025, through 11:59 p.m. p.m. ET on October 17, 2025 (the “Suspension\nPeriod”) because of potential manipulation in the securities of the Company effectuated through recommendations, made to investors\nby unknown persons via social media to purchase the securities of the Company, which appear to be designed to artificially inflate the\nprice and volume of the securities of the Company. The trading in the securities of the Company remains suspended as of the date of this\nannual report.\n\n \n\n**Corporate\nStructure**\n\n \n\nThe chart below illustrates our corporate structure and identifies\nour subsidiaries as of the date of this annual report:\n\n \n\n \n\n \n\n22\n\n \n\n \n\n**Subsidiaries\nand Business Functions**\n\n \n\nEtoiles\nConsultancy was incorporated under the laws of Hong Kong on October 9, 2013. Etoiles Consultancy is a limited liability company primarily\nengaged in the provision of integrated investor relations services. It is an indirectly wholly owned subsidiary of the Company through\nZynergy BVI.\n\n \n\nEtoiles\nFinancial was incorporated under the laws of Hong Kong on November 16, 2023. Etoiles Financial has no material operations of its own\nand is mainly used to handle administrative expenses. It is an indirectly wholly owned subsidiary of the Company through Zynergy BVI.\n\n \n\nEtoiles\nOriginal was incorporated under laws of the British Virgin Islands on October 8, 2025. Etoiles Original is inactive as of the date of\nthis annual report. It is an indirectly wholly owned subsidiary of the Company through Zynergy BVI.\n\n \n\nEtoiles Vision was incorporated under laws the\nPeople’s Republic of China on December 19, 2025. Etoiles Vision has no material operations and is primarily used to manage certain\nadministrative matters in the PRC. It is a directly wholly owned subsidiary through Etoiles Consultancy and is an indirectly wholly owned\nsubsidiary of the Company through Zynergy BVI.\n\n \n\n**Corporate\nInformation**\n\n \n\nOur principal executive offices are located at Unit 03-04, 25/F, Cosco\nTower, 183 Queen’s Road Central, Sheung Wan, Hong Kong. Our registered office in the Cayman Islands is located at Ogier Global (Cayman)\nLimited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands. Our agent for service of process in the United States\nis Cogency Global Inc., located at 122 East 42nd Street, 18th Floor New York, NY 10168.\n\n \n\n**4.B.\nBusiness Overview**\n\n** **\n\n**Our\nMission**\n\n \n\nOur\nmission is to become a leading integrated investor relation services provider in Hong Kong in terms of revenue. We strive to provide\none-stop solution to companies in managing their institutional relations, engaging constructive discussion with their stakeholders and\ntailor creative solutions to navigate the ever-changing financial landscape.\n\n** **\n\n**Overview**\n\n \n\nWe\nare an exempted company with limited liability incorporated under the laws of the Cayman Islands on September 13, 2024, as a holding\ncompany. We conduct our operation through our indirect wholly-owned Hong Kong Operating Subsidiary, Etoiles Consultancy. Etoiles\nFinancial, our other Hong Kong subsidiary, has no material operations of its own and is mainly used to handle administrative expenses.\nWe operate in a single segment that represents the Company’s core business as an integrated investor relation service provider\nin Hong Kong.\n\n \n\nOur\nintegrated investor relation services mainly comprise one of more of the following components:\n\n \n\n \n(i)\nManagement of public relation: in assisting our clients to\npromote their corporate image, our Hong Kong Operating Subsidiary will assist in preparing promotional plan, preparing corporate presentation\nmaterials, designing investor relation websites, preparing advertising plans and publicity materials, providing support in roadshows\nand press conferences, coordinating ceremonies and interviews and assisting in crisis management;\n\n \n \n \n\n \n(ii)\nManagement of investor relation: in assisting our clients to\nmanage relation with their investors, our Hong Kong Operating Subsidiary will assist in drafting investor relation media documents and\ncoordinating shareholders meetings and press conferences and assist in identifying and approaching shareholders;\n\n \n\n23\n\n \n\n \n\n \n(iii)\nTailored due diligence exercise: our Hong Kong Operating Subsidiary\nassists our clients in conducting due diligence on specific investment or acquisition targets worldwide, including reviewing statutory\nrecords, conducting site visits and preparing due diligence report; and\n\n \n \n \n\n \n(iv)\nOther value-added services such as website design enhancement\nand promotional video production.\n\n \n\nEtoiles\nConsultancy and Etoiles Financial were founded in 2013 and 2023, respectively. Since 2023, our Hong Kong Operating Subsidiary has focused\non providing integrated investor relation services and building up our expertise and track record in the financial industry. Our Hong\nKong Operating Subsidiary primarily targets companies that intend to seek a listing or are listed on the stock exchanges in Hong Kong\nor U.S.. Our clients mainly consist of (i) clients that intend to seek a listing or are listed on a stock exchange; and (ii) companies\nand professional firms in the financial industry.\n\n \n\nWe,\nthrough our Hong Kong Operating Subsidiary, have achieved significant growth in our business. For each of the fiscal years\nended December 31, 2025, 2024 and 2023, our total revenue was approximately US$3.2 million, US$2.5 million and US$0.1 million, respectively.\nThe number of clients with revenue contribution to us was 1 for the fiscal year ended December 31, 2023, 22 for the fiscal year\nended December 31, 2024 and 18 for the fiscal year ended December 31, 2025.\n\n \n\nHong Kong is one of the most active international\nfinancial centers in the world. Hong Kong remains a cornerstone of the global integrated investor relation industry, supported by its\nposition as a leading international financial center. The continuous growth and internationalization of Hong Kong’s capital markets\nhave been key drivers of the integrated investor relation industry. Driven by (i) the expansion of the capital markets of Hong Kong,\n(ii) increasing demand for financial public relation services to enhance brand and corporate image; and (iii) digitalization of global\nbusiness, increasing use of social media and artificial intelligence, it is expected that the financial public relations market in Hong\nKong will continue to grow.\n\n** **\n\n**Our\nCompetitive Strengths**\n\n \n\nWe\nbelieve that the following strengths have contributed to our success and differentiate us from our peers:\n\n** **\n\n**We\nprovide comprehensive integrated investor relation services to our clients**\n\n \n\nSince\n2023, our Hong Kong Operating Subsidiary has focused on providing integrated investor relation services and building up our expertise\nand track record in the financial industry. Our integrated investor relation services mainly comprise one of more of the following: (i) management\nof public relation to assist our clients to promote their corporate image; (ii) management of investor relations to assist our clients\nto manage relation with their investors; and (iii) tailored due diligence exercises. Our wide range of services ensures that we\nare capable at fulfilling our clients’ needs at various stages of their business development and enhance convenience and efficacy.\nWe believe that we can create opportunities for cross selling through offering a wide spectrum of services. For example, clients who\ninitially engage us for public relation services during their initial public offering process may engage us further for investor relations\nservices after listing, which allows us to foster solid long-term relationship with our clients.\n\n** **\n\n**We\npossess a strong client base**\n\n \n\nOur\nHong Kong Operating Subsidiary provides services to clients from various backgrounds. Our clients mainly consist of (i) clients\nthat intend to seek a listing or are listed on a stock exchange; and (ii) companies and professional firms in the financial industry.\nWe believe our expertise in addressing our clients’ investor relation service needs and our market reputation are essential to\nour success. The number of clients with revenue contribution to us was 1 for the fiscal year ended December 31, 2023, 22 for the\nfiscal year ended December 31, 2024 and 18 for the fiscal year ended December 31, 2025.\n\n \n\nSince\nmid-2024, our Hong Kong Operating Subsidiary has started providing services to companies that intend to seek a listing or are listed\non the stock exchanges in the U.S.. We believe that by expanding our service offerings to cover companies with various needs and backgrounds,\nwe will be able to capture the growth in various capital markets and mitigate the impacts of market downturns.\n\n** **\n\n24\n\n \n\n** **\n\n**We\nhave an experienced and professional management team**\n\n \n\nOur\nmanagement team comprises of professionals with extensive experience in finance and public relation industries. Mr. Kit Shing, CHEUNG,\nour Chief Executive Officer and Chair of the board of the Company, has over 7 years of experience in business management, while\nMr. Hon Fai, TAM, our Chief Financial Officer, had held various senior positions in accounting, financing and auditing industry.\nOur core operation team are equipped with experience and deep understanding of the financial or public relation industry. Leveraging\non our staff’s experience in the industry and the in-depth knowledge possessed by our management team, we believe we have a comprehensive\nunderstanding of our clients’ needs and are well-positioned to expand our market presence and reach out to new potential clients\nfrom various industries.\n\n** **\n\n**Our\nGrowth Strategies**\n\n \n\nOur\nprincipal growth strategies include further strengthening our market position and increasing our market share in the Hong Kong integrated\ninvestor relation industry. We intend on achieving this growth by actively seeking new opportunities from our existing client base as\nwell as new potential clients. To achieve these goals, we plan on implementing the following strategies:\n\n** **\n\n**Further\nstrengthen our integrated investor relation services in Hong Kong**\n\n \n\nWe\nplan to continue to devote the majority of our attention to provide quality integrated investor relation services in Hong Kong.\nWe believe possessing a dedicated and experienced team with immense industry knowledge are essential to our growth and development. We\nintend to strengthen our team by recruiting additional staff to ensure we can allocate sufficient staff to attend to our clients’\nneeds. We intend to recruit staff with professional qualification in the financial industry and/or staff with experience and deep understanding\nof the financial or public relation industry. We believe that an enhanced team of staff will ensure quality services are provided to\nour clients in time.\n\n \n\nOur\nmanagement is constantly looking out to incorporate in latest technology and trends into our service offerings. We intend to utilize\nsocial media to assist our clients to reach out to their targeted audience. We also intend to utilize virtual reality technology and\nother tools to provide a more stimulating experience to our clients during major presentation such as investor presentations and roadshows.\n\n \n\n**Expand\nour market presence in other international capital markets**\n\n \n\nSince\n2023, our Hong Kong Operating Subsidiary has focused on providing integrated investor relation services and building up our expertise\nand track record in the financial industry, in particular in Hong Kong. Since mid-2024, our Hong Kong Operating Subsidiary has started\nproviding services to companies that intend to seek a listing or are listed on the stock exchanges in the U.S.. Our management believes\nthat the U.S. capital market will continue to attract interests from companies all around the globe in the upcoming decade. We plan\nto expand our market presence in the U.S. and the international markets by collaborating with stakeholders in the equity and debt\ncapital markets and expanding our business network. We intend to attend industry events and liaising with our existing business partners\nand professional firms. We also intend to connect with U.S. based suppliers to provide location-specific services to our clients.\n\n** **\n\n**Enhancing\nour brand**\n\n \n\nWe\nidentify new clients mainly through referrals from our existing clients and business partners. We believe we can broaden our client base,\nattract more referrals from potential clients and improve our reputation by increasing our marketing effort to promote our “Etoiles”\nbrand and market presence in the financial industry in Hong Kong.\n\n \n\nWe\nplan to (i) enhance our web pages for advertising our services; (ii) place advertisements in newspaper and online medias; (iii) sponsoring\nbusiness events organized by professional firms and participating events organized by the stakeholders in the financial industry; and\n(iv) actively approaching potential clients in the Hong Kong and the U.S. financial industries to secure new business\nopportunities.\n\n \n\n25\n\n \n\n \n\n**Our\nServices**\n\n \n\nWe\nare mainly engaged in integrated investor relation services in Hong Kong. For each of the fiscal years ended December 31,\n2025, 2024 and 2023, our total revenue was approximately US$3.2 million, US$2.5 million and US$0.1 million.\n\n \n\nWe\noperate our business primarily through our indirectly wholly-owned Hong Kong Operating Subsidiary, Etoiles Consultancy. We operate\nin a single segment that represents the Company’s core business as an integrated investor relation service provider in Hong Kong.\nOur integrated investor relation services mainly comprise one of more of the following components:\n\n \n\n \n(i)\nManagement\nof public relation: In assisting our clients to promote their corporate image, our Hong Kong Operating Subsidiary will typically\nperform the following works:\n\n \n\n \n●\nassist our clients in preparing promotional plan for their\nproposed transactions or fund-raising activities with the targeted corporate positioning;\n\n \n \n \n\n \n●\nprepare corporate presentation materials for marketing and\npromotion;\n\n \n \n \n\n \n●\nprovide training sessions to management to train their communication\nskills in presentation during roadshows, press conferences and/or investor meetings;\n\n \n \n \n\n \n●\ndesign the clients’ investor relation websites and incorporate\ninto their own websites;\n\n \n \n \n\n \n●\nprepare advertising plans and publicity materials to improve\nmarket awareness of our clients;\n\n \n \n \n\n \n●\nprovide support for our clients’ roadshows and press\nconferences, and liaise with the media and the public;\n\n \n \n \n\n \n●\ncoordinate any ceremonies and interviews subsequent to a major\nevent such as listing on a stock exchange or conclusion of a major transaction; and\n\n \n \n \n\n \n●\nconstantly monitor any adverse media reporting and assist our\nclients in crisis management in case of any unexpected emergencies.\n\n \n\n \n(ii)\nManagement\nof investor relation: In assisting our clients to manage relation with their investors, our Hong Kong Operating Subsidiary typically\nperform the following works:\n\n \n\n \n●\ndraft investor relation media documents and ensure sufficient\ncorporate information is conveyed to the media and investors;\n\n \n \n \n\n \n●\ncoordinate shareholders meetings and press conferences for\nspecific matters targeting investors and other stakeholders; and\n\n \n \n \n\n \n●\nassist our clients in reviewing their shareholding structure\nand identify and approach shareholders;\n\n \n\n \n(iii)\nTailored\ndue diligence exercises: Our Hong Kong Operating Subsidiary assists our clients in conducting due diligence of on specific\ninvestment or acquisition targets worldwide. Our Hong Kong Operating Subsidiary will review the targets’ statutory records and\nreview their legal status. Our Hong Kong Operating Subsidiary will conduct business site visit to observe and record the operations\nof a business. Our Hong Kong Operating Subsidiary will also conduct searches to review any involvement in civil or criminal\nlitigation and irregularity. Our Hong Kong Operating Subsidiary will issue a due diligence report or documentation as requested by\nour clients for their transactions.\n\n \n \n \n\n \n(iv)\nOther value-added services such as website design enhancement\nand promotional video production\n\n** **\n\n**Operation\nWorkflow**\n\n \n\nWe\nidentify new clients mainly through referrals from our existing clients and business partners. We generally meet with our potential clients\nto better assess their needs and we will tailor our scope of services to cater their demands. In assessing the fee for our services,\nwe take into account the costs to be incurred based on our past experience, duration, manpower required and complexity of the services.\n\n \n\n26\n\n \n\n \n\nAfter\nbeing engaged by our clients, we will review their corporate profile to gain a deeper understanding to their business and goals and formulate\na preliminary strategy with their targeted corporate positioning. We will liaise with our clients in formulating the strategy and incorporate\ntheir ideas and thoughts into our proposal. We will obtain our clients’ final proposal before executing.\n\n \n\nDuring\nthe project execution stage, we will constantly monitor the effectiveness of our services and make adjustment in accordance with our\nclients’ needs and requests. For engagement on a project-by-project basis, we generally bill our clients upon reaching certain\nmilestones. For engagement over a period of time, we generally bill our clients for service provided monthly or yearly. Upon conclusion\nof the project or engagement, we will follow up with our clients to obtain their comments and discuss any possible add on services or\nfollow up services that we can provide.\n\n** **\n\n**Pricing\nstrategy**\n\n \n\nWe\nbelieve that accurately estimating the cost of project is essential to our overall profitability. Our fee quotation is generally determined\nby adding certain mark-ups over our estimated costs. In assessing the fee for our services, we take into account the costs to be incurred\nbased on our past experience, duration, manpower required and complexity of the services.\n\n \n\nIn\nconsideration the percentage of mark-up for each project, we generally consider the complexity and duration of the project, our business\nrelation with the client, the client’s background, the prospect of obtaining future projects from the client or referrals of the\nclient, the possibility of establishing our reputation in the industry, the prevailing market conditions and competitors’ pricing.\n\n** **\n\n**Sales\nand marketing**\n\n \n\nThe\nsales and marketing function is performed by our management team and project execution team who are responsible for maintaining relationships\nwith the management of our existing clients and exploring leads from new clients. We identify new clients mainly through referrals from\nour existing clients and business partners.\n\n** **\n\n**Our\nClients**\n\n \n\nOur\nclients mainly consist of (i) clients that intend to seek a listing or are listed on a stock exchange; and (ii) companies and\nprofessional firms in the financial industry. The number of clients with revenue contribution to us was 1 for the fiscal year ended December 31,\n2023, 22 for the fiscal year ended December 31, 2024 and 18 for the fiscal year ended December 31, 2025. The total revenue\nattributable to our five largest clients in aggregate accounted for approximately 49.9%, 48.6% and 100.0% of the total revenue for the\nfiscal years ended December 31, 2025, 2024 and 2023, respectively.\n\n \n\nIn the fiscal year ended December 31, 2025, 2 of our clients accounted\nfor more than 10% of our annual revenue, with Industrial Bank Co., Limited for 13.6%, and Fortune Case Limited for 10.1%. In the fiscal\nyear ended December 31, 2024, 2 of our clients accounted for more than 10% of our annual revenue, Marlin Capital Limited for 12.1%,\nand MOG Digitech Holdings Limited for 10.2%. In the fiscal year ended December 31, 2023, 1 of our clients accounted for more than 10%\nof our annual revenue, with M-Coffee (Hong Kong) Holdings Limited for 100.0%.\n\n \n\nOur\nHong Kong Operating Subsidiary generally enters into contracts with our clients. Although the terms of the contracts may vary, the material\nterms that are generally contained are set out below:\n\n \n\nDuration\n \nGenerally one\nyear\n\n \n \n \n\nScope\nof Service\n \n\nDepending\non clients’ needs, our services may comprise management of public relation, management of investor relation, tailored due diligence\nexercises and/or other value-added services.\n\n \n\nOur\nHong Kong Operating Subsidiary is required to provide the deliverables in a timely manner. If our Hong Kong Operating Subsidiary\nfor reasonable reasons wish to amend the timetable, scope of services and methodology, we shall obtain our clients’ approval\n10 business days prior to provision of services. Within 7 business days from providing the deliverables, we shall amend\naccording to our clients’ instructions.\n\n \n \n \n\nFee\n \nGenerally a fixed fee or\nmonthly/annual fee\n\n \n \n \n\nTermination\n \nIf we fail to provide the\nscope of services in the contracts timely, our clients have the right to terminate the contract and we have to refund the fee for\nour remaining works.\n\n \n\n27\n\n \n\n \n\nWhile\nwe recognize revenue over time for integrated investor relations services structured under service contracts, we recognize revenue at\na point in time for certain one-off engagements. Revenue is recognized when the agreed-upon deliverables have been fully completed, and\nthe client has obtained control of the service output.\n\n \n\nThese\npoint-in-time engagements typically include discrete services such as tailored due diligence exercises, promotional materials production,\nand standalone event coordination. Generally, we receive full payment of the pre-agreed fee before performing the relevant services.\nRevenue is recognized when all performance obligations have been satisfied, and no further obligations remain under the respective contract.\n\n \n\n**Our\nVendors**\n\n \n\nGiven our business nature, our vendors primarily comprise public relation\ncompanies to assist us in roadshow arrangement and other ancillary services. In the fiscal year ended December 31, 2025 and 2024,\none of our vendors accounted for over 10% of the cost of revenue, with 3H Mgt (HK) Limited for 38.8% and 36.2%, respectively. In the fiscal\nyear ended December 31, 2023, none of our vendors accounted for over 10% of the cost of revenue.\n\n** **\n\n**Market\nand Competition**\n\n \n\nHong Kong is one of the most active international financial centers\nin the world. Hong Kong remains a cornerstone of the global integrated investor relation industry, supported by its position as a leading\ninternational financial center. The continuous growth and internationalization of Hong Kong’s capital markets have been key drivers\nof the integrated investor relation industry. Driven by (i) the expansion of the capital markets of Hong Kong, (ii) increasing demand\nfor financial public relation services to enhance brand and corporate image; and (iii) digitalization of global business, increasing use\nof social media and artificial intelligence, it is expected that the financial public relations market in Hong Kong will continue to grow.\n\n** **\n\n**Seasonality**\n\n \n\nWe\ndo not experience any seasonality in our business.\n\n** **\n\n**Insurance**\n\n \n\nOur\nHong Kong Operating Subsidiary maintain employees’ compensation insurance for our directors and employees at our office, which\ncovers the liability to make payment in the case of death, injury or disability of all our employees under the Employees’ Compensation\nOrdinance (Chapter 282 of the Laws of Hong Kong) and at common law for injuries sustained at work. We believe that our current\ninsurance policies are sufficient for our operations.\n\n** **\n\n**Licenses**\n\n \n\nWe,\nour Hong Kong Operating Subsidiary and Etoiles Financial have obtained all material licenses, certificates, and approvals required for\ncarrying on our business activities in Hong Kong for the fiscal years ended December 31, 2025, 2024 and 2023, and up to\nthe date of this annual report.\n\n** **\n\n**Properties**\n\n \n\nAs\nof the date of this annual report, Etoiles Financial entered into the following lease agreement:\n\n \n\n**Location**\n \n**Term\nof lease**\n \n**Usage**\n\nUnit\n03-04, 25/F, Cosco Tower, 183 Queen’s Road Central, Sheung Wan, Hong Kong\n \nMarch 10, 2025 to March\n20, 2027\n \nOffice\n\n \n \n \n \n \n\nRoom\n1510, 15/F, Tower A, Fangtian Technology Plaza, Nanshan District, Shenzhen, Guangdong, China.\n \nDecember 5, 2025 to January\n15, 2028\n \nOffice\n\n** **\n\n28\n\n \n\n** **\n\n**Intellectual\nProperty**\n\n** **\n\nWe are the registered owner of the domain name https://etoilesgroup.com.\n“Etoiles” is a trademark registered under a related party of the Company and licensed for use to Etoiles Consultancy, Etoiles\nFinancial, Etoiles Vision..\n\n \n\n**Legal\nProceedings**\n\n \n\nAs\nof the date of this annual report, Etoiles Cayman and its subsidiaries had not been involved in any legal proceedings, investigations,\nclaims nor had we been aware of any pending or threatened litigation, arbitration or other claims, which would have a material adverse\nimpact on the operations, financial position and reputation of our Group.\n\n \n\n**REGULATIONS**\n\n* *\n\n*This\nsection sets forth a summary of the most significant rules and regulations that affect our business in material jurisdictions.*\n\n** **\n\n**Regulations\nRelated to our Business Operation in Hong Kong**\n\n** **\n\n**(A)\nTRADE DESCRIPTION**\n\n** **\n\n**Trade\nDescription Ordinance (Chapter 362 of the Laws of Hong Kong)**\n\n \n\nAfter\nan amendment in 2012, which came into operation in 2013, some new provisions in the Trade Description Ordinance (“TDO”)\nare relevant to commercial practice including advertising and marketing.\n\n \n\nUnder\nsection 2 of the TDO, trade description can now be applied to a service. It means in relation to a service, an indication, direct or\nindirect, and by whatever means given, with respect to the service or any part of the service including an indication of any of the following\nmatters:\n\n \n\n \n(a)\nnature, scope, quantity (including the number of occasions\non which, and the length of time for which, the service is supplied or to be supplied), standard, quality, value or grade;\n\n \n \n \n\n \n(b)\nfitness for purpose, strength, performance, effectiveness,\nbenefits or risks;\n\n \n \n \n\n \n(c)\nmethod and procedure by which, manner in which, and location\nat which, the service is supplied or to be supplied;\n\n \n \n \n\n \n(d)\navailability;\n\n \n \n \n\n \n(e)\ntesting by any person and the results of the testing;\n\n \n \n \n\n \n(f)\napproval by any person or conformity with a type approved by\nany person; (g) a person by whom it has been acquired, or who has agreed to acquire it; (h) the person by whom the service\nis supplied or to be supplied;\n\n \n \n \n\n \n(i)\nafter-sale service assistance concerning the service;\n\n \n \n \n\n \n(j)\nprice, how price is calculated or the existence of any price\nadvantage or discount.\n\n \n\nUnder\nsection 7A of the TDO, a trader who applies a false trade description to a service supplied or offered to be supplied to a consumer;\nor supplies or offers to supply to a consumer a service to which a false trade description is applied commits an offence. Under section\n13E of the TDO, if the commercial practice (including advertising and marketing) contains misleading omission as to material information\nthe trader commits a criminal offence.\n\n \n\nUnder\nsection 18 of the TDO, any person who commits an offence under inter alia, section 7A or section 13E shall be liable on conviction\non indictment to a maximum fine of HK$500,000.00 and imprisonment for 5 years; and on summary conviction to a maximum fine of HK$100,000.00\nand imprisonment for 2 years. Further, under section 18A of the TDO, on conviction of an offence under inter alia sections\n7A and 13E, the court has the additional power to order the payment of compensation.\n\n \n\n29\n\n \n\n \n\nAccording\nto section 20 of the TDO, if the offence is committed by a limited company and the offence has been committed with the consent or connivance\nor is attributable to the neglect of a person including a director, officer or manager they also commit the offence.\n\n \n\n**(B)\nMISREPRESENTATION**\n\n** **\n\n**Misrepresentation\nOrdinance (Chapter 284 of the laws of Hong Kong)**\n\n \n\nUnder\nthe Misrepresentation Ordinance, where a person has entered into a contract after a misrepresentation has been made to him, and (a) the\nmisrepresentation has become a term of the contract; or (b) the contract has been performed, or both, then, if otherwise he would\nbe entitled to rescind the contract without alleging fraud, he shall be so entitled, subject to the provisions of this Ordinance, notwithstanding\nthe matters mentioned in (a) and (b) above.\n\n \n\nUnder\nsection 3 of the Misrepresentation Ordinance:\n\n \n\n(1)\nWhere a person has entered into a contract after a misrepresentation\nhas been made to him by another party thereto and as a result thereof he has suffered loss, then, if the person making the misrepresentation\nwould be liable to damages in respect thereof had the misrepresentation been made fraudulently, that person shall be so liable notwithstanding\nthat the misrepresentation was not made fraudulently, unless he proves that he had reasonable grounds to believe and did believe up to\nthe time the contract was made that the facts represented were true.\n\n \n \n\n(2)\nWhere a person has entered into a contract after a misrepresentation\nhas been made to him otherwise than fraudulently, and he would be entitled, by reason of the misrepresentation, to rescind the contract,\nthen, if it is claimed, in any proceedings arising out of the contract, that the contract ought to be or has been rescinded the court\nor arbitrator may declare the contract subsisting and award damages in lieu of rescission, if of opinion that it would be equitable to\ndo so, having regard to the nature of the misrepresentation and the loss that would be caused by it if the contract were upheld, as well\nas to the loss that rescission would cause to the other party.\n\n \n \n\n(3)\nDamages may be awarded against a person under subsection (2) whether\nor not he is liable to damages under subsection (1), but where he is so liable any award under subsection (2) shall be taken into\naccount in assessing his liability under subsection (1).\n\n \n\n**(C) PERSONAL\nDATA**\n\n** **\n\n**Personal\nData (Privacy) Ordinance (Chapter 486 of the laws of Hong Kong)**\n\n \n\nThe\nPersonal Data (Privacy) Ordinance protects the privacy interests of living individuals in relation to personal data. It covers any automated\nand non-automated data relating directly or indirectly to a living individual and applies to both public and private bodies as data users\nthat control the collection, holding, processing or use of personal data.\n\n \n\nThere\nare six principles in respect of the purpose and manner of collection of data, the accuracy and duration of retention of data, the use\nof personal data, the security of personal data, the information to be generally available and the access to personal data. In general,\nthe personal data shall be lawfully and fairly collected and steps should be taken to ensure that the data subject is explicitly or implicitly\ninformed on or before collecting the data. Personal data should also be accurate, up-to-date and kept no longer than necessary while\nunless with the consent from the data subjects, personal data should be used for the purposes for which they were collected or a directly\nrelated purpose.\n\n \n\nThe\nOffice of the Privacy Commissioner for Personal Data is the governing body to promote, administer and oversee the enforcement of the\nPersonal Data (Privacy) Ordinance. It has the power to carry out inspections of any personal data systems, to receive complaints from\nindividuals and to investigate data users in respect of the complaints filed.\n\n** **\n\n30\n\n \n\n** **\n\n**(D) EMPLOYMENT**\n\n** **\n\n**Minimum\nWage Ordinance (Chapter 608 of the Laws of Hong Kong)**\n\n \n\nThe Minimum Wage Ordinance provides for a prescribed minimum hourly\nwage (set at HK$43.1 per hour as at the date of this annual report) during the wage period for every employee engaged under a contract\nof employment under the Employment Ordinance. Any provision of the employment contract which purports to extinguish or reduce the right,\nbenefit or protection conferred on the employee by the Minimum Wage Ordinance is void.\n\n** **\n\n**Mandatory\nProvident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) (“MPF Schemes Ordinance”)**\n\n \n\nEmployers\nare required to enroll their regular employees (except for certain exempt persons) aged between at least 18 but under 65 years of\nage and employed for 60 days or more in a Mandatory Provident Fund (“**MPF**”) scheme within the first 60 days\nof employment.\n\n \n\nFor both employees and employers, it is mandatory to make regular contributions\ninto an MPF scheme. For an employee, subject to the maximum and minimum levels of income (set at HK$30,000 and HK$7,100 per month, respectively,\nas at the date of this annual report), an employer will deduct 5% of the relevant income on behalf of an employee as mandatory contributions\nto a registered MPF scheme with a ceiling (set at HK$1,500 as at the date of this annual report). The employer will also be required to\ncontribute an amount equivalent to 5% of an employee’s relevant income to the MPF scheme, subject only to the maximum level of income\n(set at HK$30,000 as at the date of this annual report).\n\n** **\n\n**(E) HEALTH\nAND SAFETY**\n\n** **\n\n**Occupational\nSafety and Health Ordinance (Chapter 509 of the Laws of Hong Kong)**\n\n \n\nThe\nOccupational Safety and Health Ordinance provides for the safety and health protection to employees in workplaces, both industrial and\nnon-industrial.\n\n \n\nEmployers\nmust as far as reasonably practicable ensure the safety and health in their workplaces by:\n\n \n\n \n●\nproviding and maintaining plant and systems of work that are\nsafe and without risks to health;\n\n \n \n \n\n \n●\nmaking arrangements for ensuring safety and absence of risks\nto health in connection with the use, handling, storage or transport of plant or substances;\n\n \n \n \n\n \n●\nas regards any workplace under the employer’s control:\nmaintenance of the workplace in a condition that is safe and without risks to health; and provision and maintenance of means of access\nto and egress from the workplace that are safe and without any such risks;\n\n \n\n31\n\n \n\n \n\n \n●\nproviding all necessary information, instructions, training\nand supervision for ensuring safety and health; and\n\n \n \n \n\n \n●\nproviding and maintaining a working environment for the employer’s\nemployees that is safe and without risks to health.\n\n \n\nFailure\nto comply with any of the above provisions constitutes an offence and the employer is liable on conviction to a fine of HK$200,000. An\nemployer who fails to do so intentionally, knowingly or recklessly commits an offence and is liable on conviction to a fine of HK$200,000\nand to imprisonment for six months.\n\n \n\nThe\nCommissioner for Labor may also issue an improvement notice against non-compliance of the Occupational Safety and Health Ordinance or\nsuspension notice against activity or condition of workplace which may create imminent risk of death or serious bodily injury. Failure\nto comply with such notice without reasonable excuse constitutes an offence punishable by a fine of HK$200,000 and HK$500,000 respectively\nand imprisonment of up to 12 months.\n\n \n\n**Employees’\nCompensation Ordinance (Chapter 282 of the Laws of Hong Kong)**\n\n \n\nThe\nEmployees’ Compensation Ordinance establishes a no-fault and non-contributory employee compensation system for work injuries and\nlays down the rights and obligations of employers and employees in respect of injuries or death caused by accidents arising out of and\nin the course of employment, or by prescribed occupational diseases.\n\n \n\nUnder\nthe Employees’ Compensation Ordinance, if an employee sustains an injury or dies as a result of an accident arising out of and\nin the course of his employment, his employer is in general liable to pay compensation even if the employee might have committed acts\nof faults or negligence when the accident occurred. Similarly, an employee who suffers incapacity arising from an occupational disease\nis entitled to receive the same compensation as that payable to employees injured in occupational accidents.\n\n \n\nAccording\nto section 15(1A) of the Employees’ Compensation Ordinance, employer shall report work injuries of its employee to the Commissioner\nof Labor not later than 14 days after the accident, irrespective of whether the accident gives rise to any liability to pay compensation.\n\n \n\nPursuant\nto section 40 of the Employees’ Compensation Ordinance, all employers (including contractors and subcontractors) are required to\ntake out insurance policies to cover their liabilities both under the Employees’ Compensation Ordinance and at common law for injuries\nat work in respect of all their employees (including full-time and part-time employees). Under section 40(1B) of the Employees’\nCompensation Ordinance, where a principal contractor has undertaken to perform any construction work, it may take out an insurance policy\nfor an amount not less than HK$200 million per event to cover his liability and that of his subcontractor(s) under the Employees’\nCompensation Ordinance and at common law. Where a principal contractor has a policy of insurance under section 40(1B) of the Employees’\nCompensation Ordinance, the principal contractor and a subcontractor insured under the policy shall be regarded as having complied with\nsection 40(1) of the Employees’ Compensation Ordinance.\n\n \n\nAn\nemployer who fails to comply with the Employees’ Compensation Ordinance to secure an insurance cover is liable on conviction upon\nindictment to a fine at level 6 (currently at HK$100,000) and to imprisonment for two years.\n\n** **\n\n**Limitation\nOrdinance (Chapter 347 of the Laws of Hong Kong)**\n\n \n\nUnder\nthe Limitation Ordinance, the time limit for an applicant to commence common law claims for personal injuries is three years from\nthe date on which the cause of action accrued.\n\n** **\n\n**Occupiers\nLiability Ordinance (Chapter 314 of the Laws of Hong Kong)**\n\n \n\nThe\nOccupiers Liability Ordinance regulates the obligations of a person occupying or having control of premises on injury resulting to persons\nor damage caused to goods or other property on the land.\n\n \n\nThe\nOccupiers Liability Ordinance imposes a common duty of care on an occupier of premises to take such care as in all the circumstances\nof the case is reasonable to see that the visitor will be reasonably safe in using the premises for the purposes for which he is invited\nor permitted by the occupier to be there.\n\n** **\n\n32\n\n \n\n** **\n\n**(F) GENERAL**\n\n** **\n\n**Business\nRegistration Ordinance (Chapter 310 of the Laws of Hong Kong)**\n\n \n\nThe\nBusiness Registration Ordinance requires every person who carries on a business in Hong Kong to apply for business registration\nwithin one month from the date of commencement of the business, and to display a valid business registration certificate at the place\nof business.\n\n \n\nAny\nperson who fails to apply for business registration or display a valid business registration certificate at the place of business shall\nbe guilty of an offence and shall be liable to a fine of HK$5,000 and imprisonment for one year.\n\n** **\n\n**Taxation**\n\n \n\nEffective\nfrom April 1, 2018, profits tax is levied on a two-tiered profits tax rate basis, with the first HK$2 million of profits being\ntaxed at 8.25% for corporations and 7.5% for unincorporated businesses, and profits exceeding the first HK$2 million being taxed\nat 16.5% for corporations and 15% for unincorporated businesses.\n\n \n\nOn\nMarch 16, 2007, the National People’s Congress enacted the Enterprise Income Tax Law of PRC, or the Enterprise Income Tax\nLaw, while the State Council promulgated the Implementing Rules of the Enterprise Income Tax Law of PRC, or the Implementing Rules on\nDecember 6, 2007, both of which became effective on January 1, 2008. The Enterprise Income Tax Law was further amended by SCNPC\non February 24, 2017, which stimulates that corporate income tax shall be payable by a resident enterprise for income derived from\nor accruing in or outside China. Corporate income tax shall be payable by a non-resident enterprise, for income derived from or accruing\nin China by its office or premises established in China, and for income derived from or accruing outside China for which the established\noffice or premises has a de facto relationship. The corporate income tax shall be at the rate of 25%. The applicable tax rate for income\nof a non-resident enterprise under the provisions of the third paragraph of Article 3 shall be 20%. Corporate income tax for qualified\nsmall profit enterprises shall be at a reduced tax rate of 20%. Corporate income tax for key advanced and new technology enterprises\nsupported by the State shall be at a reduced tax rate of 15%. On the other hand, the State Administration of Taxation provides certain\nspecific criteria for determining whether the “de facto management body” of a PRC-controlled offshore enterprise is located\nin China. Simply speaking, the criteria is more focused on substantive rather than format. Pursuant to its Circular 82 of 2009, the criteria\nto determine “de facto management body” include: (a) the senior management and core management departments in charge\nof its daily operations function have their presence mainly in the PRC; (b) its financial and human resources decisions are subject\nto determination or approval by persons or bodies in the PRC; (c) its major assets, accounting books, company seals, and minutes\nand files of its board and shareholders’ meetings are located or kept in the PRC; and (d) more than half of the enterprise’s\ndirectors or senior management with voting rights habitually reside in the PRC. Furthermore, the SAT published Bulletin 45 in September 2011,\nwhich provides more guidance on the implementation of the definition and provides for procedures and administration details on determining\nresident status and administration on post-determination matters. However, the SAT Circular 82 and Bulletin 45 only apply to offshore\nenterprises controlled by PRC enterprises or PRC enterprise groups rather than those controlled by PRC individuals or foreign individuals.\nSo far there is no further criteria passed yet and no applicable legal precedents either, therefore it remains unclear how the PRC tax\nauthorities will determine the PRC tax resident treatment of a foreign company controlled by individuals. Under these existing criteria,\nit is unlikely that we will be classified as a PRC “resident enterprise” for PRC enterprise income tax purposes. If so, it\nwould likely result in unfavorable tax consequences to our non-PRC shareholders and have a material adverse effect on our results of\noperations and the value of your investment.\n\n \n\nOn\nAugust 21, 2006, China and Hong Kong signed the Arrangement between Mainland China and Hong Kong SAR concerning Avoiding\nDouble Taxation and Preventing Tax Evasion on Income. When a Chinese company distributes dividends to Hong Kong residents (beneficiary\nowners of dividends), if the recipient directly owns at least 25% of the equity interest in the above-mentioned Chinese company, the\nChinese withholding tax rate is 5%, otherwise it is 10%. On October 14, 2019, the State Administration of Taxation promulgated the\nAnnouncement of State Taxation Administration on Promulgation of the Administrative Measures on Non-resident Taxpayers Enjoying Treaty\nBenefits, which stimulate that non-resident taxpayers claiming treaty benefits shall be handled in accordance with the principles of\n“self-assessment, claiming benefits, retention of the relevant materials for future inspection”. Where a non-resident taxpayer\nself-assesses and concludes that it satisfies the criteria for claiming treaty benefits, it may enjoy treaty benefits at the time of\ntax declaration or at the time of withholding through the withholding agent, simultaneously gather and retain the relevant materials\npursuant to the provisions of these Measures for future inspection, and accept follow-up administration by the tax authorities.\n\n \n\n33\n\n \n\n \n\n**4.C.\nOrganizational structure**\n\n** **\n\nThe\nfollowing is a list of our subsidiaries as of the date of this annual report.\n\n \n\n**Name\nof Subsidiary**\n \n**Jurisdiction\nof Incorporation or Organization**\n\nZynergy Holding Co., Limited\n \nBVI\n\nEtoiles Consultancy Limited\n \nHong Kong\n\nEtoiles Financial Group Limited\n \nHong Kong\n\nEtoiles Vision Technology (Shenzhen) Company Limited\n \nPRC\n\nEtoiles Original Limited\n \nBVI\n\n \n\nThe\nfollowing diagram illustrates the corporate structure of Etoiles Capital Group Co., Limited and its subsidiaries as of the date of this\nannual report:\n\n \n\n \n\n**4.D.\nProperty, Plant and Equipment**\n\n \n\n**Facilities**\n\n \n\nOur principal executive offices are located at Unit 03-04, 25/F, Cosco\nTower, 183 Queen’s Road Central, Sheung Wan, Hong Kong. Our registered office in the Cayman Islands is located at Ogier Global (Cayman)\nLimited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands. The information contained therein or connected thereto shall\nnot be deemed to be incorporated into this annual report of which it forms a part. Our agent for service of process in the United States\nis Cogency Global Inc., located at 122 East 42nd Street, 18th Floor New York, NY 10168\n\n \n\n**Location**\n \n**Term\nof lease**\n \n**Usage**\n\nUnit\n03-04, 25/F, Cosco Tower, 183 Queen’s Road Central, Sheung Wan, Hong Kong\n \nMarch 10, 2025 to March\n20, 2027\n \nOffice\n\n \n \n \n \n \n\nRoom\n1510, 15/F, Tower A, Fangtian Technology Plaza, Nanshan District, Shenzhen, Guangdong, China.\n \nDecember 5, 2025 to January\n15, 2028\n \nOffice"}