{"url_path":"/sec/hcai/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":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1958399/0001213900-26-055775-index.html","accession_number":"0001213900-26-055775","cik":"0001958399","ticker":"HCAI","issuer_name":"Huachen AI Parking Management Technology Holding Co., Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1958399/0001213900-26-055775-index.html","primary_entity_key":"0001958399","primary_entity_name":"Huachen AI Parking Management Technology Holding Co., Ltd"},"word_count":6721,"has_tables":true,"body_markdown":"**Item\n4. Information on the Company**\n\n \n\n**4.A. History and Development of the Company**\n\n \n\n**Corporate Structure**\n\n \n\nThe following diagram illustrates the corporate\nstructure of Huachen Cayman and its subsidiaries as of the date of this annual report:\n\n \n\n \n\n \n\n*Our Subsidiaries\nand Business Functions*\n\n \n\nHuachen Cayman was incorporated\non September 30, 2021, under the laws of the Cayman Islands. Huachen Cayman is a holding company and is currently not actively engaging\nin any business.\n\n \n\nYu He Chuang Co., Ltd (“YHC\nHK”) was incorporated on April 1, 2025, under the laws of the under the laws of Hong Kong. YHC HK is a wholly-owned subsidiary of\nthe Company. It is a holding company and is not actively engaging in any business.\n\n \n\nChuang Yu He (Shanghai) Industrial\nCo., Ltd. (“CYH Shanghai”) was incorporated on June 12, 2025 under the laws of the PRC. CYH Shanghai is a wholly-owned subsidiary\nof YHC HK and currently has no operations.\n\n \n\nHangzhou Zhihuichong Technology\nCo., Ltd. (“Hangzhou ZHC”) was incorporated on November 20, 2025 under the laws of the PRC. Hangzhou ZHC is a wholly-owned\nsubsidiary of CYH Shanghai and its primary business consists of the development and operation of charging infrastructure and operating\nplatforms for new-energy two-wheeled vehicles and electric vehicles.\n\n \n\nJiaxing Xuchen Technology\nCo., Ltd. (“Jiaxing XC”) was incorporated on September 9, 2025 under the laws of the PRC. Jiaxing XC is a wholly-owned subsidiary\nof CYH Shanghai and currently engages in the sale of equipment structures and metal products.\n\n \n\n44\n\n \n\n**Corporate History**\n\n \n\nHuachen Cayman was incorporated\non September 30, 2021, under the laws of the Cayman Islands. Huachen Cayman is a holding company and is currently not actively engaging\nin any business.\n\n \n\nHuachen HK was incorporated\non December 22, 2021, under the laws of the under the laws of Hong Kong. Huachen HK is a wholly-owned subsidiary of Huachen Cayman. It\nis a holding company and is not actively engaging in any business.\n\n \n\nHua Chen WFOE was incorporated\non October 18, 2022 under the laws of the PRC. Hua Chen WFOE is a wholly-owned subsidiary of Huachen HK and currently has no operations.\n\n \n\nZhejiang Hua Chen Tech, previously\nknown as Shanghai Hua Chen Steel Structure Installation Engineering Co., was incorporated on June 14, 2005 under the laws of the PRC.\nZhejiang Hua Chen Tech is a majority-owned subsidiary of Hua Chen WFOE and currently engaged in the business of structural steel components\npurchasing and sales.\n\n \n\nShanghai TD Manufacturing\nwas incorporated on February 11, 2004 under the laws of the PRC. Shanghai TD Manufacturing is a majority-owned subsidiary of Zhejiang\nHua Chen Tech and currently engaged in cubic parking equipment project bidding, purchasing, production and sales.\n\n \n\nZhejiang TD Parking was incorporated\non November 7, 2017 under the laws of the PRC. Zhejiang TD Parking is a wholly-owned subsidiary of Shanghai TD Manufacturing and currently\nengaged in the cubic parking equipment production and assembling and structural steel components production.\n\n \n\nShanghai TD Parking was incorporated\non July 27, 2012 under the laws of the PRC. Zhejiang TD Parking is a wholly-owned subsidiary of Shanghai TD Manufacturing and currently\nengaged in the business of parking operation management.\n\n \n\nShanghai Yufeng was incorporated\non November 16, 2016 under the laws of the PRC. Zhejiang TD Parking is a wholly-owned subsidiary of Shanghai TD Manufacturing and currently\nengaged in the research and development of parking equipment supporting software.\n\n \n\nShanghai TP Parking was incorporated\non April 1, 2015 under the laws of the PRC. Zhejiang TD Parking is a wholly-owned subsidiary of Shanghai TD Parking and currently engaged\nin the business of parking operation management.\n\n \n\nShanghai TD Installation was\nincorporated on March 18, 2008 under the laws of the PRC. Zhejiang TD Parking is a wholly-owned subsidiary of Shanghai TD Parking and\ncurrently engaged in cubic parking equipment installation, repair and maintenance services.\n\n \n\nZhejiang Xinfeng was incorporated\non February 7, 2024 under the laws of the PRC. Zhejiang Xinfeng is a wholly-owned subsidiary of Zhejiang Hua Chen Tech and currently engaged\nin the cubic parking equipment and structural steel components sales.\n\n \n\nOn August 12, 2024, the Company\neffected a 1-for-800 forward split of our Ordinary Shares, cancelled certain authorized but unissued Ordinary Shares and diminished the\nCompany’s authorized share capital. As a result, the authorized share capital of the Company upon the completion of such the forward\nsplit was $250 divided into 200,000,000 shares of a par value of $0.00000125.\n\n \n\nImmediately upon the completion\nof the forward split, cancellation of authorized but unissued Ordinary Shares and diminution of authorized share capital, the board of\ndirectors of the Company approved the surrender of a total of 10,000,000 Ordinary Shares for no consideration to the Company for cancellation,\namong which (i) 6,317,000 Ordinary Shares were surrendered by Huahao (BVI) Limited, (ii) 1,000,000 Ordinary Shares were surrendered by\nHuayue (BVI) Holding Limited, (iii) 846,000 Ordinary Shares were surrendered by Huajing (BVI) Limited, (iv) 884,000 Ordinary Shares were\nsurrendered by Huamao (BVI) Limited, (v) 953,000 Ordinary Shares were surrendered by Huaxuan (BVI) Limited. As a result, the total number\nof Ordinary Shares issued and outstanding became 30,000,000 Ordinary Shares and each of Huahao (BVI) Limited, Huayue (BVI) Holding Limited,\nHuajing (BVI) Limited, Huamao (BVI) Limited and Huaxuan (BVI) Limited owns 18,951,000 Ordinary Shares, 3,000,000 Ordinary Shares, 2,538,000\nOrdinary Shares, 2,652,000 Ordinary Shares, and 2,859,000 Ordinary Shares, respectively.\n\n \n\n45\n\n \n\nYu He Chuang Co., Ltd (“YHC HK”) was\nincorporated on April 1, 2025, under the laws of the under the laws of Hong Kong. YHC HK is a wholly-owned subsidiary of the Company.\nIt is a holding company and is not actively engaging in any business.\n\n \n\nOn May 20, 2025, Huachen Cayman effected a share\ncapital increase, implemented a dual-class share capital structure, and approved the repurchase and issuance of shares. As a result, the\nCompany’s authorized share capital increased from $250 divided into 200,000,000 shares of a par value of $0.00000125 each to $500\ndivided into 350,000,000 Class A Ordinary Shares and 50,000,000 Class B Ordinary Shares of a par value of $0.00000125 each.\n\n \n\nAs a result of the repurchase and issuance of\nshares, 16,000,000 Ordinary Shares held by Huahao (BVI) Limited were redesignated to 16,000,000 Class A Ordinary Shares, and Huahao (BVI)\nLimited was issued 16,000,000 Class B Ordinary Shares.\n\n \n\nChuang Yu He (Shanghai) Industrial Co., Ltd. (“CYH\nShanghai”) was incorporated on June 12, 2025 under the laws of the PRC. CYH Shanghai is a wholly-owned subsidiary of YHC HK and\ncurrently has no operations.\n\n \n\nOn June 30, 2025, Huachen Cayman entered into\na non-binding cooperative agreement with Hangzhou Qianhui Electric Technology Co., Ltd (“Hangzhou Qianhui”), a company that\nis involved in the two-wheeled e-charging business. Under the non-binding cooperative agreement, Huachen Cayman would provide financial\nsupport to Hangzhou Qianhui, in exchange for Hangzhou Qianhui executing the business operations, encompassing the procurement and self-construction\nof e-charging stations, as well as managing the charging platform.\n\n \n\nHangzhou Zhihuichong Technology Co., Ltd. (“Hangzhou\nZHC”) was incorporated on November 20, 2025 under the laws of the PRC. Hangzhou ZHC is a wholly-owned subsidiary of CYH Shanghai\nand its primary business consists of the development and operation of charging infrastructure and operating platforms for new-energy two-wheeled\nvehicles and electric vehicles.\n\n \n\nJiaxing Xuchen Technology Co., Ltd. (“Jiaxing\nXC”) was incorporated on September 9, 2025 under the laws of the PRC. Jiaxing XC is a wholly-owned subsidiary of CYH Shanghai and\ncurrently engages in the sale of equipment structures and metal products.\n\n \n\nOn December 8, 2025, Huachen Cayman effected a\nshare capital increase, as well as authorized the Board of Huachen Cayman to approve a share combination of the Class A Ordinary Shares\nand Class B Ordinary Shares, at a ratio of not less than 1-for-2 and not more than 1-for-250, with the final ratio to be determined by\nthe Board of Huachen Cayman in its sole discretion at any time after approval by the shareholders, and implementation of the share combination\noccurring at the Board’s discretion any time prior to one year from December 8, 2025. As a result, the Company’s authorized\nshare capital increased from US$500 divided into 350,000,000 Class A Ordinary Shares of par value of US$0.00000125 each and 50,000,000\nClass B Ordinary Shares of par value of US$0.00000125 each to US$78,125 divided into 50,000,000,000 Class A Ordinary Shares of par value\nof US$0.00000125 each and 12,500,000,000 Class B Ordinary Shares of par value of US$0.00000125 each, by the creation of 49,650,000,000\nnew Class A Ordinary Shares and 12,450,000,000 Class B Ordinary Shares.\n\n \n\nOn December 22, 2025, the Company and Huachen\nHK a company formed under the laws of Hong Kong and a subsidiary of the Company (the “Target”) entered into a share purchase\nagreement (the “Agreement”) with a buyer (the “Buyer”). Pursuant to the Agreement, the Company agreed to sell\nand the Buyer agreed to purchase all the issued and outstanding shares of the Target at a purchase price of $50,000, which sale includes\nthe sale of the Target’s subsidiaries, including Huachen AI Technology (Zhejiang) Co., Ltd., Zhejiang Huachen Technology Co., Ltd.,\nShanghai Tiandidaochuan Parking Equipment Manufacturing Co., Ltd., Zhejiang Tiandidaochuan Parking Equipment Co., Ltd., Shanghai Tiandiricheng\nParking Lots Management Co., Ltd., Shanghai Yufeng Information Technology Co., Ltd., Shanghai Tiandi Puji Parking Management Co., Ltd.\nShanghai Tiandidaochuan Parking Equipment Installation Co., Ltd., and Zhejiang Xinfeng Trade Co., Ltd.\n\n \n\nOn March 24, 2026, the Board\nof Directors of the Company approved a reverse split of all of the Company’s authorized and issued Class A Ordinary Shares\nand Class B Ordinary Shares at a ratio of one-for-thirty (1-for-30), reducing the number of outstanding Class A Ordinary Shares of the\nCompany from approximately 18,897,500 shares to approximately 629,942 shares and the number of outstanding Class B Ordinary Shares of\nthe Company from approximately 16,000,000 shares to approximately 533,334 shares. As a result of the reverse split, which became effective\non April 13, 2026, the par value of the Class A Ordinary Shares and Class B Ordinary Shares was be increased to $0.0000375 per share and\nthe number of authorized ordinary shares was reduced to 2,083,333,334 Ordinary Shares, comprising of 1,666,666,667 Class A Ordinary Shares\nand 416,666,667 Class B Ordinary Shares.\n\n \n\n46\n\n \n\n**Corporate Information**\n\n \n\nOur principal executive office is located at Room 201, 2nd Floor, No.\n6395 Hutai Road, Baoshan District, Shanghai, China. The telephone number of our principal executive offices is +852 9579 1074. We maintain\na corporate website at Osiris International Cayman Limited. Our registered office in Cayman Islands is at Suite #4-210, Governors Square,\n23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands. We maintain a corporate website at www.hctdparking.com.\nOur registered agent in the United States is Cogency Global Inc., located at 122 E 42nd Street 18th Floor, New York,\nNY 10168.\n\n \n\nInvestors should contact us\nfor any inquiries through the address and telephone number of our principal executive offices. Our website is *www.hctdparking.com*.\nThe information contained on our website is not a part of this annual report.\n\n \n\n**Implication of the Holding Foreign Companies\nAccountable Act (the “HFCA Act”)**\n\n \n\nThe HFCA Act was enacted on\nDecember 18, 2020. The HFCA Act states if the SEC determines that a company has filed audit reports issued by a registered public accounting\nfirm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit the company’s\nshares from being traded on a national securities exchange or in the over the counter trading market in the United States.\n\n \n\nOn March 24, 2021, the SEC\nadopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. A company\nwill be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to\nbe subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing\nand trading prohibition requirements described above.\n\n \n\nOn June 22, 2021, the U.S.\nSenate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled “Consolidated\nAppropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President Biden, which contained,\namong other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCA Act by requiring\nthe SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections\nfor two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading.\n\n \n\nOn December 2, 2021, the SEC\nissued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act, which took effect on January\n10, 2022. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered\npublic accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because\nof a position taken by an authority in foreign jurisdictions.\n\n \n\nOn December 16, 2021, PCAOB\nannounced the PCAOB HFCA Act determinations (the “PCAOB determinations”) relating to the PCAOB’s inability to inspect\nor investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special Administrative\nRegion and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong.\n\n \n\nOn August 26, 2022, the\nPCAOB announced that it had signed a Statement of Protocol (the “SOP”) with the China Securities Regulatory Commission and\nthe Ministry of Finance of China. The SOP, together with two protocol agreements governing inspections and investigations (together, the\n“SOP Agreement”), establishes a specific, accountable framework to make possible complete inspections and investigations by\nthe PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law. The SOP Agreement remains unpublished and\nis subject to further explanation and implementation. Pursuant to the fact sheet with respect to the SOP Agreement disclosed by the SEC,\nthe PCAOB shall have sole discretion to select any audit firms for inspection or investigation and the PCAOB inspectors and investigators\nshall have a right to see all audit documentation without redaction. On December 15, 2022, the PCAOB Board determined that the PCAOB was\nable to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong\nKong and voted to vacate its previous determinations to the contrary.\n\n \n\nOur auditor, Audit Alliance\nLLP, headquartered in Singapore, is an independent registered public accounting firm that issues the audit report included in annual report.\nAs an auditor of publicly traded companies in the United States and a firm registered with the PCAOB, Audit Alliance LLP is subject to\nU.S. laws under which the PCAOB conducts regular inspections to assess compliance with applicable professional standards with the last\ninspection on September 27, 2024. Therefore, we believe that, as of the date of this annual report, our auditor is not subject to the\ndeterminations as to the inability to inspect or investigate registered firms completely announced by the PCAOB on December 16, 2021.\n\n** **\n\n47\n\n \n\n**Permission Required from the Hong Kong Authorities**\n\n** **\n\nNeither we nor any of our\nsubsidiaries are required to obtain any permission or approval from Hong Kong authorities to offer the securities of Huachen Cayman to\nforeign investors.\n\n \n\n**Recent Regulatory Development in the PRC**\n\n \n\nWe are aware that, recently,\nthe PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with\nlittle advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based\ncompanies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews,\nand expanding the efforts in anti-monopoly enforcement.\n\n \n\nFor example, on June 10, 2021,\nthe Standing Committee of the National People’s Congress enacted the PRC Data Security Law, which took effect on September 1, 2021.\nThe law requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection,\ndata processing activities must be conducted based on data classification and hierarchical protection system for data security.\n\n \n\nOn July 6, 2021, the\nGeneral Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document\nto crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among\nother things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,\nto enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application\nof the PRC securities laws.\n\n \n\nOn August 20, 2021, the 30th\nmeeting of the Standing Committee of the 13th National People’s Congress voted and passed the “Personal Information Protection\nLaw of the People’s Republic of China”, or “PRC Personal Information Protection Law”, which became effective on\nNovember 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within\nthe territory of China that is carried out outside of China where (1) such processing is for the purpose of providing products or services\nfor natural persons within China, (2) such processing is to analyze or evaluate the behavior of natural persons within China, or (3) there\nare any other circumstances stipulated by related laws and administrative regulations.\n\n \n\nOn December 28, 2021, the\nCAC jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021) which took effect on February 15,\n2022 and replace the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. Measures for Cybersecurity Review (2021)\nstipulates that operators of critical information infrastructure purchasing network products and services, and online platform operator\n(together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities\nthat affect or may affect national security, shall conduct a cybersecurity review, any online platform operator who controls more than\none million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to\nbe listed in a foreign country.\n\n \n\nOn February 17, 2023, the\nChina Securities Regulatory Commission (“CSRC”) promulgated the Trial Administrative Measures of Overseas Securities Offering\nand Listing by Domestic Companies, or the “Trial Measures,” and five supporting guidelines, which came into effect on March\n31, 2023. Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly,\nshall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following\nits submission of initial public offerings or listing application. If a domestic company fails to complete required filing procedures\nor conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative\npenalties, such as an order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in\ncharge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines.\n\n \n\n48\n\n \n\nIn connection with our issuance\nof securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the date of this annual report, except\nfor the filing procedures with the CSRC and reporting of relevant information according to the Overseas Listing Trial Measures, we\nbelieve that the Company and its subsidiaries are currently not required to obtain any other approval from the CSRC to list on U.S exchanges\nor issue securities to foreign investors, given that: (i) our PRC subsidiary was incorporated as a wholly foreign-owned enterprise by\nmeans of direct investment rather than by merger or acquisition of equity interest or assets of a PRC domestic company owned by PRC companies\nor individuals as defined under the M&A Rule that are our beneficial owners; (ii) the Chinese regulatory authority currently has not\nissued any definitive rule or interpretation concerning whether offerings like ours under this annual report are subject to the M&A\nRule; and (iii) no provision in the M&A Rule clearly classifies contractual arrangements as a type of transaction subject to the M&A\nRule.\n\n \n\nHowever, there remains some\nuncertainty as to how the M&A Rule will be interpreted or implemented in the context of an overseas offering and the opinions summarized\nabove are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A\nRule. We cannot assure you that relevant PRC government agencies, would reach the same conclusion as our PRC counsel, Shanghai Xiading\nLaw Firm, does, and hence we may face regulatory actions or other sanctions from the PRC regulatory agencies. These regulatory agencies\nmay impose fines and penalties on the operations in China, limit our operating privileges in China, delay or restrict the repatriation\nof the proceeds from our future offerings into China, restrict or prohibit the payments or remittance of dividends by our PRC subsidiaries\nor take other actions that could have a material adverse effect on the business, financial condition, results of operations, reputation\nand prospects, as well as the trading price of the shares. It is uncertain when and whether the Company will be required to obtain permission\nfrom the China regulatory authority to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will\nbe denied or rescinded.\n\n \n\nThe China regulatory authority\nmay legally restricted or influence the operations at any time, which could result in a material change in the operations. Recently, the\nChina regulatory authority initiated a series of regulatory actions and statements to regulate business operations in China with little\nadvance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies\nlisted overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding\nthe efforts in anti-monopoly enforcement. As confirmed by our PRC counsel, Shanghai Xiading Law Firm, we currently are not subject to\ncybersecurity review with the CAC, to conduct business operations in China, given that: (i) the Operating Subsidiaries do not possess\na large amount of personal information in the business operations; and (ii) data processed in the business does not have a bearing on\nnational security and thus may not be classified as core or important data by the authorities. In addition, as confirmed by our PRC counsel,\nShanghai Xiading Law Firm, we are not subject to merger control review by China’s anti-monopoly enforcement agency due to the level\nof our revenues which were provided by us and audited by our auditor Audit Alliance LLP, and the fact that we currently do not expect\nto propose or implement any acquisition of control of, or decisive influence over, any company with revenues within China of more than\nRMB 400 million. See “*Risk Factors — Risks Related to Doing Business in China — Changes in the policies, regulations,\nrules, and the enforcement of laws of the PRC government may also be implemented quickly with little advance notice. Therefore, our assertions\nand beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.”*\n\n \n\n**4.B. Business Overview**\n\n \n\n**Mission**\n\n \n\nThe Operating Subsidiaries\nare committed to developing comprehensive electric vehicle charging solutions and providing equipment structural parts by leveraging the\nexpertise of machinery, electricity, and instrumentation and understanding of various industries such as transportation, property management,\nand urban planning.\n\n \n\n**Overview**\n\n \n\nWe are a comprehensive electric vehicle charging\nsolutions and equipment structural parts provider and conduct all our operations through our Operating Subsidiaries in China.\n\n \n\nPreviously, we also used to\nprovide customized smart parking solutions to optimize efficiency in limited parking spaces, covering smart cubic parking garage design,\ncubic parking equipment manufacturing, sales, installation, and maintenance. To cater the customers’ different parking needs, we\nmanufacture and offer various cubic parking garage products by employing various working principles, such as lifting and shifting, convenient\nlifting, vertical circulation, vertical lifting, plane moving, alley stacking, multi-layer cycle, horizontal cycle, and car lift. Moreover,\nthe Operating Subsidiaries offer design, repair, and maintenance services to ensure the continued functionality of our parking solutions.\nCustomers for comprehensive parking solutions are government departments, hospitals, property management companies, real estate companies,\ninstitutions, residential communities, and other businesses with parking lots or garages. With the production qualification and market\npresence, the Operating Subsidiaries’ smart parking system addresses parking challenges in urban areas in China experiencing rapid\ndevelopment.\n\n \n\n49\n\n \n\nGrowth in the smart\nparking sector has slowed as a result of the downturn in China’s real estate market. As part of its strategic realignment, the Company\ncontinues to focus on its equipment structural parts business, which is conducted through Jiaxing XC, and, in the second half of 2025,\ncommenced its electric vehicle charging business, including the development and operation of charging infrastructure and operating platforms\nfor new-energy two-wheeled vehicles and electric vehicles, which is conducted through Hangzhou ZHC.\n\n \n\nThe Operating Subsidiaries\noffer equipment structural parts, including (i) Prefabricated Steel Plate Structures for Modular Construction , (ii) Retaining Pile Structures\nfor Foundation Pits. Customers of equipment structural parts, including are industrial manufacturing companies, such as producers of mining\nhaulers, industrial conveyors, railroad tracks, and other products.\n\n** **\n\n**Growth Strategies**\n\n** **\n\n**Accelerate Asset-Light Transformation and\nSupply Chain Integration**\n\n \n\nWe are committed to completing\nour strategic pivot toward an asset-light operational model within the steel structure segment. By decoupling our high-value engineering\nexpertise from capital-intensive manufacturing, we intend to focus on technical design, quality assurance, and trade agency services:\n\n** **\n\n**Implementation:**We will leverage our 20-year database of proprietary designs for prefabricated modular structures and foundation pit shoring systems\nto provide high-margin consultancy.\n\n \n\n**Competitive\nEdge:**This shift allows us to dynamically scale production through a certified network of third-party OEMs, significantly reducing\nfixed-asset depreciation and enabling us to respond more rapidly to fluctuations in global construction demand.\n\n** **\n\n**Aggressive Expansion of Destination Charging\nInfrastructure**\n\n \n\nOur\nprimary growth engine in the EV sector is the rapid deployment of hardware solutions tailored for destination charging scenarios, such\nas residential complexes, commercial office hubs, and public parking facilities.\n\n \n\n**Implementation:**\nWe plan to intensify our investment in the construction and sales of dual-mode charging piles (supporting both two-wheel and four-wheel\nvehicles). By forming long-term strategic alliances with real estate developers and property management firms, we aim to secure “first-mover”\nstatus in high-density urban locations.\n\n \n\n**Financial Goal:**\nThis expansion is designed to build a vast, captive user base that provides stable recurring cash flow through charging fees and serves\nas the entry point for our digital platform.\n\n \n\n**Maximizing Digital Monetization via R&D\nand Platform Innovation**\n\n \n\nWe intend to transition our\nEV segment from a hardware-centric business to a data-driven service provider. Our R&D efforts are focused on the continuous iteration\nof our proprietary charging management platform.\n\n** **\n\n**Implementation:** Our team of MCU and full-stack\nengineers is developing advanced communication protocols to improve grid-to-vehicle efficiency and user interaction. We are building sophisticated\ndata analytics tools to understand user behavior, which will enable the rollout of value-added services such as targeted digital advertising,\npremium membership programs, and energy-saving consulting.\n\n \n\n**Strategic Shift:** This strategy is aimed\nat diversifying our revenue streams and significantly expanding our gross margins beyond traditional hardware sales.\n\n \n\n**Products and Services**\n\n** **\n\n**Overview**\n\n \n\nThe Operating Subsidiaries\nentered the smart parking industry in 1990s, with a focus on the research and development, production, sales, and operation of cubic parking\nequipment. The Operating Subsidiaries specialize in the integration of machinery, electricity, and instrumentation to provide comprehensive\nparking solutions. Recently, we have strategically transitioned this segment toward an asset-light model, focusing on trade and agency\nof equipment structural parts. In parallel, we have expanded into the EV charging sector, providing an integrated ecosystem that combines\nhigh-performance hardware for destination charging with a sophisticated, data-driven management platform. This dual-segment approach allows\nus to bridge traditional infrastructure expertise with the growing demand for green energy technology.\n\n \n\n50\n\n \n\n**Products**\n\n** **\n\n**Equipment Structural Parts**\n\n** **\n\n**1. Prefabricated Steel Plate Structures**\n\n** **\n\nThe Operating Subsidiaries\npurchase the prefabricated steel plate structures from suppliers, and they sell these directly to the customers*. *Advanced\nmodular structural components designed for rapid onsite assembly in industrial and commercial building projects.\n\nPrefabricated Steel Plate Structures\n\n \n\n**2. Foundation Pit Shoring Pile Structures**\n\n \n\nThe Operating Subsidiaries\npurchase the foundation pit shoring pile structures from suppliers, and they sell these directly to the customers. High-strength structural\nsupport systems, including specialized piling solutions, used for earth retention and safety in deep excavation and underground engineering.\n\n \n\n \n\nFoundation Pit Shoring Pile Structures\n\n \n\n**3. Equipment & Machinery Structures:**\n\n \n\nThe Operating Subsidiaries\npurchase the equipment and machinery structures from suppliers, and they sell these directly to the customers. Customized structural frameworks\nfor heavy industrial equipment and construction machinery, manufactured to rigorous engineering specifications.\n\n \n\n \n\nEquipment & Machinery Structures\n\n51\n\n \n\n**4. Specialized Metal Materials**\n\n \n\nThe Operating Subsidiaries\npurchase the specialized metal materials from suppliers, and they sell these directly to the customers. Procurement and supply of high-performance\nand exotic metal materials for specific industrial use cases.\n\n \n\nFor the fiscal year ended\nDecember 31, 2025, the revenue from continuing operations breakdown for our equipment structural parts is detailed in the table below.\nThe percentages represent the proportion of total revenue derived from each category of our equipment structural parts.\n\n \n\nProducts \nRevenue\nRatio\n(%) \n\nPrefabricated Steel Plate Structures \n 44 \n\nFoundation Pit Shoring Pile Structures \n 26 \n\nOthers \n 17 \n\nMachinery Structures \n 13 \n\n  \n\nFor the fiscal year ended\nDecember 31, 2025, 44% of the revenue of equipment structural parts was generated from Prefabricated Steel Plate Structures, 26% was generated\nfrom Foundation Pit Shoring Pile Structures, 17% was generated from others, and 13% was generated from Machinery Structures.\n\n \n\nRevenues for the first half\nof 2025, as well as for the fiscal years 2024 and 2023, were derived entirely from discontinued operations. Accordingly, detailed comparative\ndata for these periods are not presented herein.\n\n \n\n**Electric Vehicle Charging**\n\n** **\n\n**Services**\n\n** **\n\n**Platform Operations**\n\n** **\n\nWe operate a proprietary cloud-based\nmanagement platform that provides real-time monitoring, remote diagnostics, and automated billing for charging station owners and operators.\n\n \n\n **Value-Added Digital Services**\n\n \n\nWe provide data-driven monetization\nsolutions, including user-traffic analytics and platform-integrated marketing services, aimed at enhancing the profitability and user\nengagement of our charging network.\n\n** **\n\nThe aforementioned service\nofferings are currently in the research and development stage. We anticipate that these services will begin to generate revenue in the\nsecond half of fiscal year 2026.\n\n \n\n**Research and Development**\n\n \n\nOur research and development\n(“R&D”) activities are fundamental to our strategic transition into a technology-driven energy solutions provider. We\nare committed to developing a vertically integrated ecosystem that harmonizes high-performance charging hardware with a scalable, data-intelligent\nsoftware architecture.\n\n \n\n**Core R&D Focus Areas**\n\n** **\n\n**Proprietary Communication\nProtocols:** We are dedicated to the design and optimization of advanced communication protocols for our charging equipment. These protocols\nare engineered to ensure seamless interoperability between our hardware and management platforms, enabling high-speed data transmission,\nremote diagnostics, and real-time power distribution management.\n\n** **\n\n**Advanced Charging Platform\nDevelopment:**Our R&D team is focused on building a robust, cloud-native charging management platform. This platform is designed\nto handle high-concurrency transactions and provide a secure, user-centric interface for both two-wheel and four-wheel vehicle owners.\n\n** **\n\n**Technical Talent and Expertise**\n\n** **\n\n**Microcontroller (MCU) Engineers:**\nThese specialists focus on the firmware and embedded systems of our hardware, ensuring the stability, safety, and efficiency of our charging\npiles at the edge layer.\n\n \n\n**Software Engineering (Front-end\nand Back-end):** Our full-stack software team is responsible for the architecture of our management platform. Back-end engineers focus\non data processing, API integration, and security, while front-end engineers prioritize enhancing the user interface (“UI”)\nand user experience (“UX”) to drive platform engagement.\n\n \n\n52\n\n \n\n**Future R&D Roadmap: Value-Added Service Monetization**\n\n** **\n\nLooking forward, our\nR&D strategy is shifting toward the enhancement of value-added service (“VAS”) monetization capacities. We believe that\nthe long-term value of our EV segment lies in the digital interaction with our charging user base. Current and future development initiatives\ninclude:\n\n \n\n**Data Analytics for Monetization:**\nDeveloping proprietary algorithms to analyze user charging patterns and behavior, enabling us to offer targeted digital services and localized\nmarketing solutions.\n\n \n\n**Integrated Ecosystem Services:**\nResearching the integration of additional digital functions, such as smart energy management and premium membership features, designed\nto diversify our revenue streams beyond traditional charging fees.\n\n \n\n**Suppliers**\n\n** **\n\nWe procure equipment structures,\nconstruction machinery structures, and specialty metal materials from suppliers and sell them directly to our customers. The Operating\nSubsidiaries purchase these products from China.\n\n \n\nTypically, the Operating Subsidiaries\nwill evaluate the quality of their suppliers and maintains a list of approved suppliers by formulating related procurement policies and\nselecting suppliers based on many factors, such as product quality, price, and supply capabilities.\n\n \n\nThe business is substantially\ndependent on the collaboration with the major suppliers. We consider major suppliers in each period to be those suppliers that accounted\nfor more than 10% of overall purchases in such period.\n\n \n\nBelow are the major supplier\nof continuing operations for the fiscal years ended December 31, 2025.\n\n \n\nNumber  \nSupplier Name \n% of total\npurchases\nfor the\nyear ended\nDecember 31,\n2025 \n\n1  \nSupplier 1 \n 92.12%\n\n \n\nPurchases for the first half\nof fiscal year 2025, fiscal year 2024, and fiscal year 2023 are classified as discontinued operations; therefore, detailed disclosure\nand presentation of such data are not provided herein.\n\n \n\n**Customers**\n\n** **\n\nThe Operating Subsidiaries\nhave established stable business ties with priority customers in the industry and have maintained partnership with most of the customers\nfor over 3 years. The Operating Subsidiaries adopts a business to business model. Our customers of equipment structural parts are industrial\nmanufacturing companies, such as producers of mining haulers, industrial conveyors, railroad tracks, and other products.\n\n \n\nThe close ties with the following\npriority customers show our technology, service reputation, and product quality strengths.\n\n \n\nWe consider major customers\nin each period to be those customers that accounted for more than 10% of revenue in such period.\n\n \n\nBelow are the major customer\nof continuing operations for the fiscal years ended December 31, 2025.\n\n \n\nNumber  \nCustomer Name \n% of total\nrevenue for the\nyear ended\nDecember 31,\n2025 \n\n1  \nCustomer 1 \n 87.30%\n\n2  \nCustomer 2 \n \n12.70\n \n\n   \nTotal \n 100.00%\n\n \n\nSales for the first\nhalf of fiscal year 2025, fiscal year 2024, and fiscal year 2023 are classified as discontinued operations; therefore, detailed disclosure\nand presentation of such data are not provided herein.\n\n \n\n53\n\n \n\n**Sales and Marketing**\n\n \n\n**Sales Channels**\n\n \n\n**Customer referrals**.\nThe Operating Subsidiaries highly values word-of-mouth communication and referrals from the customers. Customers who are satisfied with\nthe products or services often recommend the products and services to others. The Operating Subsidiaries strive to provide quality products\nand excellent customer service to earn customers’ trust and word-of-mouth referrals.\n\n \n\n**Agent program Channel. **To\nnavigate new regions and markets, the Operating Subsidiaries sometimes partner with reliable local agents to help build relationship with\npotential clients and to expand the market coverage and sales network. The Operating Subsidiaries collaborate closely with these agents,\njointly developing sales strategies in such new markets. Once a client is secured, the Operating Subsidiaries contract directly with the\nclients, ensuring a seamless transition from initial contact to ongoing service. For each of the fiscal years ended December 31, 2025,\n2024 and 2023, revenue generated through such agents accounted for less than 2% of our total revenue.\n\n \n\n**Industry association exhibitions**:\nThe Operating Subsidiaries actively participate in regular exhibitions and events organized by industry associations. These exhibitions\npresent opportunities to meet potential customers, partners, and industry professionals face-to-face. The Operating Subsidiaries showcase\nproducts and solutions at the shows and use these opportunities to share best practices, learn about industry trends and build business\ncontacts with industry leaders.\n\n \n\n**Direct Sales. **For\nthe equipment structural parts business, the Operating Subsidiaries adopt a direct sales model. The Operating Subsidiaries directly engage\nwith customers to sign purchase and sales contracts, clearly outlining the product’s technical requirements, delivery deadlines,\ntransportation methods, and payment terms. Shipment, inspection, and payment collection are organized according to the contract. Customers\nof equipment structural parts have long-term relationships with our Operating Subsidiaries. These relationships are built on years of\ncollaboration. Some customers also conduct periodic evaluations of our subsidiary to ensure ongoing quality and performance.\n\n \n\nBy combining these sales approaches,\nthe Operating Subsidiaries can reach a wide range of potential customers, expand our market share, and build strong relationships with\nkey stakeholders in the industry. The Operating Subsidiaries will continue to uphold high-quality products and excellent customer service\nand explore new sales channels and opportunities to achieve sustainable business growth and meet customer needs.\n\n \n\n**Marketing Approach**\n\n \n\nThe marketing approach is\ndirect sales, where the Operating Subsidiaries establishes business partnerships and contracts directly with the clients. The Operating\nSubsidiaries have a dedicated sales department responsible for market expansion and product sales. The domestic operations focus on the\nEast China region while extending our reach to provinces and cities nationwide. The primary clients are enterprises, institutions, and\nresidential communities, which include real estate developers, property management companies, hospitals, schools, and other enterprises\nand institutions. The projects primarily involve new real estate developments.\n\n \n\n**Marketing Plan**\n\n \n\nThe Operating Subsidiaries\nplan to solidify their presence in the East China market while strategically expanding operations in Central China and across the nation.\nThe East China division focuses on local market penetration and specialized service optimization, enhancing cost-efficiency and business\nmodel innovation. The Central China division prioritizes collaborative business development, agent network cultivation, and the promotion\nof smart solution portfolios. The Southwest division aims to strengthen brand influence and market reach by promoting mid-to-low-end product\nlines. The Dalian division is dedicated to regional market expansion and cross-district application of technology-driven products. The\nNorthwest division focuses on high-end project delivery and premium product categories. Meanwhile, the South China division serves as\na strategic hub, leveraging a comprehensive industry chain to support growth in adjacent regional markets. The Operating Subsidiaries\nwill continuously refine their marketing strategies in response to shifting market demands to ensure long-term sustainable development.\n\n \n\n54\n\n \n\n**Quality Control**\n\n** **\n\nWe believe that maintaining\nhigh standards of quality is critical to our reputation and business sustainability. As a specialized distributor of equipment structures,\nconstruction machinery components, and specialty metal materials, we have implemented a rigorous quality control (“QC”) system\nthat spans the entire procurement and delivery cycle.\n\n \n\nOur QC procedures primarily\ninclude:\n\n \n\n**Stringent Supplier Selection:**\nWe only source from reputable manufacturers who meet our internal evaluation criteria and possess necessary industry certifications (such\nas ISO standards). We conduct periodic on-site audits to assess their manufacturing capabilities, technical expertise, and quality management\nsystems.\n\n \n\n**Technical Specification\nReview:** For complex equipment and machinery structures, our technical team works closely with both customers and suppliers to ensure\nthat all products meet the precise engineering specifications and material requirements requested by our clients.\n\n \n\n**Inspection and Testing:**\nWe employ a multi-layered inspection process. In addition to the mill test certificates provided by suppliers, we frequently engage qualified\nthird-party inspection agencies to conduct independent testing on physical properties and chemical compositions of specialty metal materials\nbefore shipment.\n\n \n\n**Logistics and Storage Oversight:**\nTo maintain product integrity, we supervise the handling and transportation processes to prevent any structural damage or material degradation\nduring transit.\n\n \n\nBy\nintegrating these QC measures, we ensure that the products delivered to our customers comply with applicable industry standards and safety\nregulations, thereby mitigating operational risks and enhancing customer trust..\n\n \n\nThe Operating Subsidiaries\nalso provide after-sales services once the products are delivered. As of the date of this annual report, the Operating Subsidiaries have\nnot experienced any significant product returns, accidents, or product-related complaints, investigations, or litigations.\n\n \n\n**4.D. Property, Plant and Equipment**\n\n \n\nAs of the date of this annual\nreport, we do not own any real property or significant plant and equipment. We operate as a light-asset company and primarily lease our\noffice spaces from third parties. We believe our existing leased properties are adequate for our current business operations.\n\n \n\nAs of the date of this annual\nreport, Jiaxing XC leased the following property in China:\n\n \n\nLocation\n \n \n**Term**\n \n \nUse of property\n \n \n**Rent**\n \n \nTermination\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\nRoom 201, 2nd Floor, No. 6395 Hutai Road, Baoshan District, Shanghai, China.\n \n \nAugust 1, 2025 to September 30, 2027\n \n \nOffice use\n \n \nRMB 14,770.64 per month  \n \n \nNon-breaching party may terminate this agreement with prior notice to the other party. Jiaxing XC may renew the lease with six-month’s written notice prior to the end of the lease upon agreement on prices and other terms by both parties.\n\n \n\nThe leased property in Shanghai\nfunction as our office center, accommodating the Operating Subsidiaries’ sales, administration, and finance operations.\n\n \n\n**Intellectual Property**\n\n \n\nAs of the date of this annual\nreport, the Operating Subsidiaries have no intellectual property rights.\n\n \n\n55"}