{"url_path":"/sec/ncew/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 KEY INFORMATION**","topic":"sec","document":{"doc_type":"20-F/A","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/1968043/0001493152-26-027632-index.html","accession_number":"0001493152-26-027632","cik":"0001968043","ticker":"NCEW","issuer_name":"New Century Logistics (BVI) Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1968043/0001493152-26-027632-index.html","primary_entity_key":"0001968043","primary_entity_name":"New Century Logistics (BVI) Ltd"},"word_count":21561,"has_tables":true,"body_markdown":"**ITEM\n3. KEY INFORMATION**\n\n \n\n**Our\nHolding Company Structure and Risks Related to Doing Business in China**\n\n \n\nNew\nCentury Logistics (BVI) Limited was incorporated in the BVI on April 24, 2019 with limited liability and is a holding company with\nno material operations. Our operations are conducted in Hong Kong by our wholly-owned subsidiaries, namely (i) Top Wise\nInternational Limited (“Top Wise”) and New Century Logistics Company Limited (“NCL (HK)”), a company\nincorporated in Hong Kong with limited liability, (ii) NCL USA Development Limited (“NCL (USA)”), a company incorporated\nin State of Nevada with limited liability, (iii) NCEW Investment Consultancy Limited (formerly known as GLF Cargo Services Limited)\n(“NCEW (HK)”), a company incorporated in Hong Kong with limited liability and a wholly-owned by NCL (HK), (iv) Win-Tec\nTransportation Company Limited (“Win-Tec”), a company incorporated in Hong Kong with limited liability and wholly-owned\nby NCL (HK), (v) Sky Prime Films Production Limited (“Sky Prime”), a company incorporated in Hong Kong with limited\nliability and wholly-owned by NCEW (HK), (vi) Easy Affinity Credit Limited (“Easy Affinity”), a company incorporated in\nHong Kong with limited liability and wholly-owned by NCEW (HK), and (vii) NCEW PayConnect Limited (“PayConnect”), a company\nincorporated in Hong Kong with limited liability and in which NCEW (HK) holds a 51% ownership interest. The Company acquired Top Wise on May 29, 2025, NCL\n(HK) on May 10, 2019 and NCL (USA) on January 22, 2025, respectively. NCL (HK) acquired both of NCEW (HK) and Win-Tec on September 26, 2019. NCEW\n(HK) acquired Sky Prime on March 14, 2025, Easy Affinity on March 7, 2025 and PayConnect on June 19, 2025, respectively.\n\n \n\nThe\nfollowing diagram illustrates our current corporate structure and existing shareholders of each corporate entity listed herein as of\nthe date of this Annual Report:\n\n \n\n****\n\n \n\nWe\nare a freight forwarding service provider founded and based in Hong Kong. Our history can be traced back to 2002 when NCL (HK) was incorporated\nand when it commenced its operation as a freight forwarder in 2004. We provide air and ocean export and import freight forwarding services\nranging from the sale of cargo space, cargo pick up, off-airport air cargo security screening, palletization, preparation of shipping\ndocumentation, arrangement of customs clearance to cargo handling at ports. Since our inception, we have offered routes to over 140 countries\nto our customers. The Company is managed and run by a group of professionals with over 20 years of combined expertise in the air and\nocean freight industries in Hong Kong. We have a robust network that works closely with well-established agents to manage both incoming\nand outgoing traffic for all other nations as well. These representatives are handpicked to maintain a uniformly high standard of service\nfor our clients.\n\n \n\n5\n\n  \n\n \n\nWe\nare a holding company, and we conduct our operations in Hong Kong through our subsidiaries incorporated in Hong Kong. As\nof the date of this Annual Report, we do not expect to be materially affected by recent statements by the PRC government indicating an\nintent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland- China-based\nissuers. However, due to long arm provisions under the current PRC laws and regulations, there remains regulatory uncertainty with respect\nto the implementation and interpretation of laws in China. The PRC government may choose to exercise significant oversight and discretion,\nand the policies, regulations, rules, and the enforcement of laws of the PRC government to which we are subject may change rapidly and\nwith little advance notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing\nlaws and regulations in the PRC are often uncertain.\n\n \n\nIn addition, these laws and regulations may be interpreted and applied inconsistently\nby different agencies or authorities, and may be inconsistent with our current policies and practices. New laws, regulations, and other\ngovernment directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations\nor any other government actions may:\n\n \n\n●\ndelay\nor impede our development;\n\n \n \n\n●\nresult\nin negative publicity or increase our operating costs;\n\n \n \n\n●\nrequire\nsignificant management time and attention; and/or\n\n \n \n\n●\nsubject\nus to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our\ncurrent or historical operations, or demands or orders that we modify or even cease our business practices.\n\n \n\nWe\nare aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in\ncertain areas in Mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing\nsupervision over Mainland-China-based companies listed overseas using variable interest entity structure, adopting new measures to extend\nthe scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions\nare new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new\nlaws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact\nsuch modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list\non a U.S. or other foreign exchange. Nonetheless, if new national laws of the PRC are to be applied in Hong Kong, only the Standing Committee\nof the National People’s Congress may add to or delete from the list of laws in Annex III of the Basic Law. And such laws shall\nbe confined to those relating to defense and foreign affairs and other matters outside the limits of the autonomy of Hong Kong.\n\n \n\nThe\nPRC government may intervene or influence our operations at any time or may exert control over offerings conducted overseas and foreign\ninvestment in Hong Kong-based issuers, which may result in a material change in our operations and/or the value of our Ordinary Shares.\nFor example, there is currently no restriction or limitation under the laws of Hong Kong on the conversion of HK dollar into foreign\ncurrencies and the transfer of currencies out of Hong Kong and the laws and regulations of the PRC on currency conversion control do\nnot currently have any material impact on the transfer of cash between NC Logistics, the ultimate holding company, and the wholly-owned\noperating subsidiaries in Hong Kong. However, the PRC government may, in the future, impose restrictions or limitations on our ability\nto move money out of Hong Kong to distribute earnings and pay dividends to and from the other entities within our organization or to\nreinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion\nof our business outside of Hong Kong and may affect our ability to receive funds from our operating subsidiaries. The promulgation of\nnew laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably\nimpact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which\ncould decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates,\nor subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business,\nfinancial condition and results of operations could be adversely affected.\n\n \n\n6\n\n  \n\n** **\n\n****\n\n**Transfers\nof Cash to and From Our Subsidiaries**\n\n \n\nNC\nLogistics is permitted under the laws of the BVI to provide funding to our subsidiary in Hong Kong through loans or capital contributions\nwithout restrictions on the amount of the funds. There are no restrictions or limitation on NC Logistics’ ability to distribute\nearnings from its businesses, including subsidiaries, to U.S. investors.\n\n \n\nOur\nequity structure is a direct holding structure, that is, the overseas entity to be listed in the U.S., NC Logistics, directly controls\nTop Wise, NCL (HK) and NCL (USA). NCL (HK), which holds 100% of shares of NCEW (HK) and Win-Tec. NCEW (HK) holds 100% of shares of Sky\nPrime and Easy Affinity and holds 51% of shares of PayConnect. Cash is transferred through our organization in the following manner:\n(i) funds may be transferred from NC Logistics, the holding company incorporated in the BVI to NCEW (HK) and Win-Tec through NCL (HK)\nin the form of capital contributions or shareholder loans, as the case may be; (ii) funds may be transferred from NC Logistics, the holding\ncompany incorporated in the BVI to NCL (HK) in the form of capital contributions or shareholder loans, as the case may be; (iii) dividends\nor other distributions may be paid by NCEW (HK) and Win-Tec to NC Logistics through NCL (HK); and (iv) dividends or other distributions\nmay be paid by our operating subsidiaries to NC Logistics through NCL (HK). Our operating subsidiaries are permitted under the laws of\nHong Kong to provide funding to NC Logistics through dividend distribution without restrictions on the amount of the funds or restrictions\non foreign exchange. If NC Logistics intends to distribute dividends to its shareholders, it will depend on payment of dividends from\nour operating subsidiaries in accordance with the laws and regulations of Hong Kong, and the operating subsidiaries will transfer the\ndividends to NC Logistics, and the dividends will be distributed by the NC Logistics to all shareholders respectively in proportion to\nthe shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions. NC Logistics\nand its operating subsidiaries currently intend to retain all available funds and future earnings, if any, for the operation and expansion\nof our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to\nour dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations,\ncapital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject\nto the restrictions contained in any future financing instruments.\n\n \n\nWithin\nour direct holding structure, the cross-border transfer of funds within our corporate group is legal and compliant with the laws and\nregulations of the BVI and Hong Kong. In the future, cash proceeds from overseas financing activities, can be directly transferred to\nNCL (HK), and then transferred to subordinate operating subsidiaries via capital contribution or shareholder loans, as the case may be.\n\n \n\nIn\nthe reporting periods presented in this Annual Report, no cash and other asset transfers have occurred among the Company and its subsidiaries.\n\n \n\nCurrently,\nsubstantially all of our operations are in Hong Kong. We do not have or intend to set up any subsidiary or enter into any contractual\narrangements to establish a VIE structure with any entity in Mainland China. Since Hong Kong is a special administrative region of the\nPRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, providing Hong Kong with a high degree of autonomy\nand executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country,\ntwo systems.” The laws and regulations of Mainland China do not currently have any material impact on transfer of cash from NC\nLogistics to our operating services or from our operating services to NC Logistics and the investors in the U.S.\n\n \n\nSubject\nto the BVI Act and our memorandum and articles of association, our board of directors may authorize and declare a dividend to shareholders\nat such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend\nthe value of our assets will exceed our liabilities and we will be able to pay our debts as they become due. There is no further BVI\nstatutory restriction on the amount of funds which may be distributed by us by dividend.\n\n \n\nThere\nare no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HKD into foreign currencies and the remittance\nof currencies out of Hong Kong.\n\n \n\n**A.\n[Reserved]**\n\n \n\n**B.\nCapitalization and Indebtedness**\n\n \n\nNot\napplicable.\n\n \n\n**C.\nReasons for the Offer and Use of Proceeds**\n\n \n\nNot\napplicable.\n\n \n\n**D.\nRisk Factors**\n\n \n\nNew Century Logistics (BVI) Limited was incorporated in the BVI on April\n24, 2019 with limited liability and is a holding company with no material operations. Our operations are conducted in Hong Kong by our\nwholly-owned subsidiaries, namely (i) Top Wise International Limited (“Top Wise”) and New Century Logistics Company Limited\n(“NCL (HK)”), a company incorporated in Hong Kong with limited liability, (ii) NCL USA Development Limited (“NCL (USA)”),\na company incorporated in State of Nevada with limited liability, (iii) NCEW Investment Consultancy Limited (formerly known as GLF Cargo\nServices Limited) (“NCEW (HK)”), a company incorporated in Hong Kong with limited liability and wholly-owned by NCL (HK),\n(iv) Win-Tec Transportation Company Limited (“Win-Tec”), a company incorporated in Hong Kong with limited liability and wholly-owned\nby NCL (HK), (v) Sky Prime Films Production Limited (“Sky Prime”), a company incorporated in Hong Kong with limited liability\nand wholly-owned by NCEW (HK), (vi) Easy Affinity Credit Limited (“Easy Affinity”), a company incorporated in Hong Kong with\nlimited liability and a wholly-owned by NCEW (HK), and (vii) NCEW PayConnect Limited (“PayConnect”), a company incorporated\nin Hong Kong with limited liability and in which NCEW (HK) holds a 51% ownership interest. The Company acquired Top Wise on May 29, 2025,\nNCL (HK) on May 10, 2019 and NCL (USA) on January 22, 2025, respectively. NCL (HK) acquired both of NCEW (HK) and Win-Tec on September\n26, 2019. NCEW (HK) acquired Sky Prime on March 14, 2025, Easy Affinity on March 7, 2025 and PayConnect on June 19, 2025, respectively.\nYou should carefully consider all of the information in this Annual Report before making an investment in our Ordinary Shares. Below please\nfind a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section\ntitled “Risk Factors.”\n\n \n\n7\n\n  \n\n \n\n**Risk\nFactor Summary**\n\n \n\n**Risks\nRelated to Our Business**\n\n \n\nRisks\nand uncertainties related to our business and industry include, but are not limited to, the following:\n\n \n\n \n1.\nOur\nrevenues, operating income and cash flows are likely to fluctuate.\n\n \n2.\nWe\nrely on a limited number of vendors.\n\n \n3.\nWe\nmay be subject to cyber-attacks and data breach.\n\n \n\n**Risks\nRelated to Our Industry**\n\n \n\nWe\nare also subject to risks and uncertainties related to our people, including, but not limited to, the following:\n\n \n\n \n1.\nWe\noperate in a highly competitive industry.\n\n \n2.\nWe\nare highly impacted by the socio-economic landscape.\n\n \n\n**Risks\nRelated to Our Corporate Structure**\n\n \n\nWe\nare also subject to risks and uncertainties related to our corporate structure, including, but not limited to, the following:\n\n \n\n \n1.\nAs\na holding company with no operation of its own, we rely on dividends from our subsidiaries.\n\n \n2.\nWe\nare exempted from certain disclosures as compared to other public companies.\n\n \n\n**Risks\nRelated to Doing Business in Hong Kong**\n\n \n\nSubstantially\nall of our operations are in Hong Kong; therefore, we face risks and uncertainties relating to doing business in Hong Kong in general,\nincluding, but not limited to, the following:\n\n \n\n \n1.\nWe\nmay face risk associated with the political instability.\n\n \n\n**Risks\nRelated to Our Ordinary Shares**\n\n \n\nIn\naddition to the risks described above, we are subject to general risks and uncertainties relating to our Ordinary Shares, including,\nbut not limited to, the following:\n\n \n\n \n1.\nIf\nwe fail to comply with the continued listing requirements of Nasdaq, we would face possible delisting, which would result in a limited\npublic market for our shares and make obtaining future debt or equity financing more difficult for us.\n\n \n2.\n\nIf\nwe fail to implement and maintain an effective system of internal controls or fail to remediate the material weaknesses in our internal\ncontrol over financial reporting that have been identified, we may fail to meet our reporting obligations or be unable to accurately\nreport our results of operations or prevent fraud, and investor confidence and the market price of our Ordinary Shares may be materially\nand adversely affected.\n\n \n3.\n\nAs\na foreign private issuer, we are not subject to certain U.S. securities law disclosure requirements that apply to a domestic U.S.\nissuer, which may limit the information publicly available to our shareholders\n\n \n4.\n\nThe\n“Holding Foreign Companies Accountable Act” (“HFCAA”) and the “Accelerating Holding Foreign Companies\nAccountable Act” call for additional and more stringent criteria to be applied to emerging market companies upon assessing the\nqualification of their auditors, especially the non-U.S. auditors who are not inspected by the Public Company Accounting Oversight\nBoard of the United States (the “PCAOB”). These developments could add uncertainties to our listing on the Nasdaq\nCapital Market and Nasdaq may determine to delist our securities if the PCAOB determines that it cannot inspect or fully investigate\nour auditor, which may cause the value of our securities to decline or become worthless.\n\n \n5.\n\nAs\na foreign private issuer, we are not subject to certain U.S. securities law disclosure requirements that apply to a domestic U.S.\nissuer, and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, which may limit the information\npublicly available to our investors and afford them less protection than if we were an U.S. issuer.\n\n \n\n8\n\n  \n\n** **\n\n****\n\n**Risks\nRelated to Our Business**\n\n \n\nWe\nare not able to predict the positive or negative effects that future events or changes to the U.S. or global economies will have on our\nbusiness or the business of any particular segment. Fluctuations, changes and disruptions in financial, credit, merger and acquisition\nand other markets, political instability and general business factors could impact various segments’ operations and could affect\nsuch operations differently. Changes to factors described above, as well as other events, including by way of example, contractions of\nregional economies, or the economy of a particular country, trade restrictions, monetary systems, banking, real estate and retail or\nother industries; debt or credit difficulties or defaults by businesses or countries; new, repeals of or changes to laws and regulations,\nincluding changes to the bankruptcy and competition laws of the U.S. or other countries; tort reform; banking reform; a decline in the\nimplementation or adoption of new laws or regulation, or in government enforcement, litigation or monetary damages or remedies that are\nsought; or political instability may have adverse effects on one or more of our segments or service, practice or industry offerings.\n\n \n\n**Natural\ndisasters, acts of God, wars, epidemics and other events may adversely affect our business operations, financial condition and results\nof operations**\n\n \n\nNatural\ndisasters, acts of God, wars, terrorist attacks, epidemics, material interruptions in service or stoppages in transportation and other\nevents which are beyond our control may adversely affect local economies, infrastructures, airports, port facilities and international\ntrade. They may also cause casualty to our employees, closure of ports or airports and disruptions to cargo flows, any of which could\nmaterially and adversely affect our results of operations and financial position.\n\n \n\nSevere\noutbreaks of contagious diseases or epidemics such as coronavirus, avian influenza, swine influenza, severe acute respiratory syndrome\n(SARS) and Middle East respiratory syndrome (MERS) could lead to widespread health crises which may materially and adversely affect the\nregional and national economy. In particular, the COVID-19 pandemic.\n\n \n\nIn\naddition, our results of operations could be adversely affected to the extent that any health epidemic harms the Hong Kong economy in\ngeneral. A prolonged outbreak of any illnesses or other adverse public health developments in Hong Kong or elsewhere in the world could\nhave a material adverse effect on our business operations. Such outbreaks could severely disrupt our operations and adversely affect\nour business, financial condition and results of operations. Our headquarter is located in Hong Kong, where our management and employees\ncurrently reside. Consequently, if any natural disasters, health epidemics or other public safety concerns were to affect Hong Kong or\ncause travel restriction in or out of Hong Kong or its surrounding areas, our operation may experience material disruptions, which may\nmaterially and adversely affect our business, financial condition and results of operations. The war in Ukraine has had an immediate\nimpact on the global economy resulting in higher energy prices and higher prices for certain raw materials and goods and services which\nin turn is contributing to higher inflation in the United States and other countries across the globe with significant disruption to\nfinancial markets. We do not have any operation or business in Russia or Ukraine, however, we may potentially be indirectly adversely\nimpacted any significant disruption it has caused and may continue to escalate. Any one or more of these events may impede our operation\nand delivery efforts and adversely affect our sales results, or even for a prolonged period of time, which could materially and adversely\naffect our business, financial condition, and results of operations\n\n \n\nAny\nof these factors and other factors beyond our control could have an adverse effect on our business, financial condition and results of\noperations.\n\n \n\n9\n\n  \n\n** **\n\n****\n\n**Our\nrevenues, operating income and cash flows are likely to fluctuate and are subject to uncertainty and potential volatility in demand and\nsupply for cargo space from time to time.**\n\n \n\nWe\nobtained cargo space through direct booking, block space arrangements and aircraft charter arrangements. Pursuant to the block space\nagreements and aircraft charter agreements, we are committed to paying the agreed cargo space irrespective of whether we could fully\nutilize the allotted space. In the event we cannot fully utilize the cargo space we sourced (i.e. the actual customers’ demand\nfor the cargo space is less than the amount of cargo space we sourced), we have to sell excess cargo space. We however cannot assure\nthat there will not be instances where, for example, due to (a) departure timetable of the aircraft or vessel; (b) popularity of the\nroute; or (c) seasonality factors, we are unable to fully consolidate/co-load all the excess cargo space we purchased from our suppliers.\nIn case we cannot fully utilize the cargo space we obtained from our suppliers, we may have to bear the costs of all the excess cargo\nspace we purchased and our business and results of operations could be adversely affected.\n\n \n\nIn\nthe event of shortfall of the cargo space to meet our customers’ demand (i.e. the actual customers’ demand for the cargo\nspace is higher than the amount of cargo space we have), we have to source the cargo space from our suppliers at the prevailing market\nrates. Since cargo space offered by our suppliers through direct booking is normally on a first-come-first-served basis, with no formal\nagreement for guaranteed supply of cargo space, there is no assurance that we will be able to source sufficient cargo space to meet our\ncustomers’ demand within the expected timeframe and at favorable price. As a result of shortfall of cargo space, our reputation\nand therefore our business, sales performance and results of operations will be adversely affected.\n\n \n\nWe\nexperience fluctuations in our revenues and cost structure and the resulting operating income and cash flows and expect that this will\ncontinue to occur in the future. We may experience fluctuations in our financial results, including revenues, operating income and earnings\nper share, for reasons that may include: (i) the types and complexity, number, size, timing and duration of client engagements; (ii)\nthe timing of revenue recognition under U.S. GAAP; (iii) the utilization of revenue-generating professionals, including the ability to\nadjust staffing levels up or down to accommodate the business and prospects of the applicable segment and practice; (iv) the geographic\nlocations of our clients or the locations where services are rendered; (v) the length of billing and collection cycles and changes in\namounts that may become uncollectible; (vi) changes in the frequency and complexity of government regulatory and enforcement activities;\n(vii) business and asset acquisitions; (viii) fluctuations in the exchange rates of various currencies against the U.S. dollar; (ix)\nfee adjustments upon the renewal of expired service contracts or acceptance of new clients due to the adjusted scope per our refined\nbusiness strategy; and (x) economic factors beyond our control.\n\n \n\nThe\nresults of different segments and practices may be affected differently by the above factors. The positive effects of certain events\nor factors on certain segments and practices may not be sufficient to overcome the negative effects of those same events or factors on\nother parts of our business. In addition, our mix of practice offerings adds complexity to the task of predicting revenues and results\nof operations and managing our staffing levels and expenditures across changing business cycles and economic environments.\n\n \n\nOur\nresults are subject to seasonal and other similar factors. While we assess our annual guidance at the end of each quarter and update\nsuch guidance when we think it is appropriate, unanticipated future volatility can cause actual results to vary significantly from our\nguidance, even where that guidance reflects a range of possible results and has been updated to take account of partial-year results.\n\n \n\n**We\ngenerally do not enter into any long-term contracts with our customers and we may not be able to maintain a stable source of revenue\ngenerated from the freight forwarding business**\n\n \n\nIn\ngeneral, we do not have any long-term agreement with our customers and thus, we do not have any guaranteed orders from them. Our direct\ncustomers generally engage us on an as-needed basis and our business of services is subject to their individual shipment orders. Therefore,\nour revenue is susceptible to fluctuations in the demand for our services from our customers, which could be affected by regional and/or\nglobal political and economic conditions. Any significant reduction of bookings from our customers could materially affect our business,\nfinancial condition and results of operations. Moreover, we are not the exclusive freight forwarder of our customers. Our customers are\nnot obliged to engage us for the business of freight forwarding services for the shipments in the future. There is no assurance that\nour customers will not engage other freight forwarders whom they perceive to offer lower prices than ours. Therefore, there is no certainty\nthat we will continue to generate a stable revenue from our customers.\n\n \n\n10\n\n  \n\n** **\n\n****\n\n**If\nwe are unable to collect our receivables from our existing customers, our results of operations and cash flows could be adversely affected.**\n\n \n\nOur\nbusiness depends on our ability to successfully obtain payment from our customers of the amounts they owe us for our services. As of\nSeptember 30, 2025, we had accounts receivable recorded at approximately $12.3 million of which approximately $0.5 million\nwere allowance for credit loss.\n\n \n\nWe\nestablish an allowance for doubtful accounts based upon estimates, historical experience and other factors surrounding the credit risk\nof specific customers. However, actual losses on customer receivables balance could differ from those that we anticipate and as a result\nwe might need to adjust our allowance. There is no guarantee that we will accurately assess the creditworthiness of our customers. Macroeconomic\nconditions, including related turmoil in the global financial system, could also result in financial difficulties for our customers,\nincluding limited access to the credit markets, insolvency or bankruptcy, and as a result could cause customers to delay payments to\nus, requesting modifications to their payment arrangements that could increase our receivables balance or default on the payment obligations\nto us. As a result, an extended delay or default in payment relating to a significant account will have a material and adverse effect\non the aging schedule and turnover days of our account receivable. If we are unable to collect our receivables from our customers in\naccordance with the contracts with our customers, our results of operations and cash flows could be adversely affected.\n\n \n\n**Our\nrevenue is subject to seasonal fluctuations, our results for different periods in any given financial year may not be relied upon as\nindicators of our performance.**\n\n \n\nOur\npeak season is generally from October to January which is driven by festive events and discount promotions such as Thanksgiving, Christmas\nand New Year’s Eve. Moreover, we record relatively lower volume of shipment and thus relatively lower revenue during Lunar New\nYear (normally in February) owing to lower business activities from manufacturers and shippers in Mainland China in Lunar New Year, resulting\nin a decrease in the demand for freight forwarding services. Accordingly, comparison of sales and operating results from different periods\nin any given financial year may not be relied upon as indicators of our performance. It is widely understood in the industry that these\nseasonal trends are influenced by a number of factors, including weather patterns, national holidays, economic conditions, consumer demand,\nmajor product launches, as well as a number of other market forces. Since many of these forces are unforeseen there is no way for us\nto provide assurances that these seasonal trends will continue.\n\n \n\n**Fluctuations\nin exchange rates could result in foreign currency exchange losses, which may adversely affect our financial condition, results of operations\nand cash flows.**\n\n \n\nWe\nare exposed to certain foreign exchange risks in respect of depreciation or appreciation amongst the currencies other than our functional\ncurrency. The value of the Hong Kong dollar against the US Dollar and other currencies may fluctuate and is affected by, among other\nthings, the policies of the US government and changes in the US’s domestic and international political and economic conditions.\n\n \n\nIt\nis difficult to predict how market forces or Hong Kong, Mainland China, the U.S. or other government policies may impact the exchange\nrate among Hong Kong dollar, Renminbi, U.S. dollar and other currencies in the future. To the extent that we need to convert U.S. dollars\ninto Hong Kong dollar for our operations, appreciation of the Hong Kong dollar against the U.S. dollar would have an adverse effect on\nthe Hong Kong dollar amount we would receive. Moreover, fluctuation in the exchange rate will affect the relative value of earnings from\nand the value of any foreign currency-denominated investments we make in the future. Shall we face significant volatility in these foreign\nexchange rates and we cannot procure any specific foreign exchange control measures to mitigate such risks, our results of operations\nand financial performance shall be adversely affected.\n\n \n\n11\n\n  \n\n** **\n\n****\n\n**We\nare exposed to the credit risks of our customers.**\n\n \n\nWe\nare subject to the credit risks of our customers and our liquidity is dependent on the prompt payment of our customers. We generally\ngrant our customers a credit period of 30 days from the invoice date. As of September 30, 2025 and 2024, the account payable turnover\ndays were approximately 49 days and 40 days, respectively, while the account receivables turnover days were approximately 107 days and\n88 days, respectively.\n\n \n\nAccordingly,\nthere are often time lags between receiving payments from our customers and making payments to our suppliers, and we are exposed to a\npotential risk of mismatch in our cash flow. There is no assurance that we will not experience any significant cash flow mismatch in\nthe future. Further, there can be no assurance that our cash flow management measures will function properly or at all. If we fail to\nmanage our cash flow properly and maintain sufficient working capital, we may suffer losses from credit exposures which may materially\nand adversely affect our financial position, results of operations and cash flow.\n\n \n\nOur\nbusiness is also subject to risks that customers or counterparties may delay or fail to perform their contractual obligations. There\nis no assurance that we will not experience any material difficulty in debt collections or potential default by customers in the future.\nWhile our finance department monitors material overdue payments closely, there is no assurance that we will be able to collect overdue\npayments. Any material non-payment or non-performance by customers or counterparties could adversely affect our financial position, results\nof operations and cash flows.\n\n \n\n**Inadequate\nor inaccurate external and internal information, including budget and planning data, could lead to inaccurate financial forecasts and\ninappropriate financial decisions.**\n\n \n\nOur\nfinancial forecasts are dependent on estimates and assumptions regarding budget and planning data, market growth, foreign exchange rates\nand our ability to generate sufficient cash flow to reinvest in the business, fund internal growth, and meet our debt obligations. Our\nfinancial projections are based on historical experience and on various other assumptions that our management believes to be reasonable\nunder the circumstances and at the time they are made. However, if our external and internal information is inadequate, our actual results\nmay differ materially from our forecasts and cause us to make inappropriate financial decisions. Any material variation between our financial\nforecasts and our actual results may also adversely affect our future profitability, stock price and stockholder confidence.\n\n \n\n**We\nare subject to extensive environmental laws and regulations, and the costs related to compliance with, or our failure to comply with,\nexisting or future laws and regulations, could adversely affect the business and results of operations.**\n\n \n\nOur\noperations are subject to national and local laws and regulations relating to the protection of the environment. Sanctions for noncompliance\nmay include revocation of permits, corrective action orders, significant administrative or civil penalties and criminal prosecution.\nOur business involves environmental management and issues typically associated with fuel consumption. We have not received any non-compliance\nnotice or warning from the government regarding environmental violations. However, the government authorities may pass new legislation\nor amend current laws and regulations and set higher requirements and standards for vehicle operations. Our cost of complying with environmental\nlaws and regulations may increase and we may assign more personnel for environmental compliance. As a result, our financial conditions\nand results of operation may be materially and adversely affected.\n\n \n\n**We\nare dependent on our suppliers, and any non-performance, delayed performance and disruptions in the business activities of these suppliers\nmay adversely affect our reputation and results of business**\n\n \n\nWe\nengage airlines (or their (General Sales Agent(s) (GSA)/ Cargo sales agent(s) (CSA)), Non-Vessel Operating Common Carriers (NVOCC) and\nother freight forwarders for the supply of cargo space and other suppliers for logistics related services such as palletization services,\nwarehousing services, local and overseas transportation services, custom clearance services, insurance services and x-ray screening services.\nOur engagement of suppliers exposes us to risks associated with non-performance or delayed performance by them. There may be occasions\nwhere our suppliers fail to deliver cargoes on time or cargoes are damaged during transportation. There is no assurance that our business\npartners and other service providers will at all times perform at a satisfactory level. It may happen that the labels identifying the\ndestinations of the cargo fall off and that the airlines or shipping lines mistakenly deliver the cargoes to other destinations. Similarly,\nin case there is any error or delay due to various reasons, including but not limited to weather condition, air traffic control, trade\nembargo and human negligence, the cargoes may not be delivered to the assigned destination within the expected schedule and condition.\nAccordingly, we cannot assure that the service provided by our suppliers will always meet our customers’ delivery requirement.\n\n \n\n12\n\n  \n\n \n\nFor the years ended September 30, 2025 and 2024, our top 5 suppliers accounted\nfor approximately 51.9% and 48.8% of the total cost of sales, respectively. A loss of either of these suppliers could have a negative\neffect on the operations of the Company.\n\n \n\nDisruptions\nin the business activities of our suppliers may also have negative impacts on our business. There are operational risks inherent to the\nbusiness activities of our suppliers, such as labor strikes due to disagreements between labor and management and the suspension or cancellation\nof flight lines due to technical failures and severe outbreaks of contagious diseases or epidemics, in particular the COVID-19 pandemic.\nIn the event of occurrence of the above, we may have to source cargo space from other suppliers for our customers within a tight time\nconstraint. If our suppliers are unable to meet our customers’ delivery requirement, or if we are unable to find suitable alternatives\npromptly in the event of disruptions in the business activities of our suppliers, our reputation and therefore our business, sales performance\nand results of operations could be adversely affected.\n\n \n\n**We\nmay not be able to obtain or maintain all necessary licenses, permits and approvals and to make all necessary registrations and filings\nfor our activities in multiple jurisdictions and related to residents therein.**\n\n \n\nWe\nhave obtained various registrations, certificates, permits, and licenses in connection with our business and operations, including the\ncertificate as an International Air Transport Association (IATA) member for easier access to space procurement for air cargo routes,\nlicense for the operation of our off-airport x-ray screening operation in our warehouses to satisfy the CAD 100% screening requirement\n(including Irradiating Apparatus License, Regulated Air Cargo Screening Facility License, and Regulated Agent License from Civil Aviation\nDepartment and Radiation Board of the Hong Kong Government), and the registration as a Food Import or Distributor and Textile Traders.\n\n \n\nWe\noperate in an industry which is subject to regulation and may requires various licenses, permits and approvals in different jurisdictions\nto conduct our businesses. Our customers include people who live in jurisdictions where we do not have licenses issued by the local regulatory\nbodies. It is possible that authorities in those jurisdictions may take the position that we are required to obtain licenses or otherwise\ncomply with laws and regulations which we believe are not required or applicable to our business activities. Further, most licenses and\nregistrations are subject to renewal. In the event that we fail comply with the regulatory requirements, to renew or obtain our relevant\nlicenses and registrations, even if we may be able to subcontract relevant services, there is no assurance that we can locate suitable\nsubcontractors in a timely manner or on reasonable commercial terms, and the subcontractor will at all times perform in a satisfactory\nlevel. Failure to obtain such licenses and permits may result in suspension of operation, fines or other penalties by government authorities.\nNew laws and regulations may be enforced from time to time to require additional licenses and permits other than those we currently have.\nTherefore, our business, reputation, prospects, results of operations and financial condition may be materially and adversely affected.\nIn addition, in respect of any new business that we may contemplate, we may not be able to obtain the relevant approvals for developing\nsuch new business if we fail to comply with the relevant regulations and regulatory requirements. As a result, we may fail to develop\nnew business as planned, or we may fall behind our competitors in such businesses.\n\n \n\n**A\nfailure in our information technology, or IT, systems could cause interruptions in our services, undermine the responsiveness of our\nservices, disrupt our business, damage our reputation and cause losses.**\n\n \n\nOur\nIT systems support all phases of our operations, including marketing, customer development and the business of customer support services,\nand are an essential part of our technology infrastructure. If our systems fail to perform, we could experience disruptions in operations,\nslower response time or decreased customer satisfaction. We must process, record and monitor a large number of transactions and our operations\nare highly dependent on the integrity of our technology systems and our ability to make timely enhancements and additions to our systems.\nSystem interruptions, errors or downtime can result from a variety of causes, including changes in customer usage patterns, technological\nfailures, changes to our systems, linkages with third-party systems and power failures. Our systems are vulnerable to disruptions from\nhuman error, execution errors, errors in models such as those used for risk management and compliance, employee misconduct, unauthorized\ntrading, external fraud, computer viruses, distributed denial of service attacks, computer viruses or cyberattacks, terrorist attacks,\nnatural disaster, power outage, capacity constraints, software flaws, events impacting key business partners and vendors, and similar\nevents.\n\n \n\n13\n\n  \n\n \n\nIt\ncould take an extended period of time to restore full functionality to our technology or other operating systems in the event of an unforeseen\noccurrence, which could affect our ability to process and settle customer transactions. Moreover, instances of fraud or other misconduct\nmight also negatively impact our reputation and customer confidence in us, in addition to any direct losses that might result from such\ninstances. Despite our efforts to identify areas of risk, oversee operational areas involving risks, and implement policies and procedures\ndesigned to manage these risks, there can be no assurance that we will not suffer unexpected losses, reputational damage or regulatory\nactions due to technology or other operational failures or errors, including those of our vendors or other third parties.\n\n \n\n**If\nwe fail to prevent security breaches, improper access to or disclosure of our data or user data, or other hacking and attacks, we may\nlose users, and our business, reputation, financial condition and results of operations may be materially and adversely affected.**\n\n \n\nOur\nbusiness involves the storage and transmission of proprietary information and sensitive or confidential data, including personal information\nof its employees, customers and others. In addition, we operate data centers for its customers that host their technology infrastructure\nand may store and transmit both business-critical data and confidential information. In connection with our services business, some of\nour employees also have access to its customers’ confidential data and other information, which could be compromised, whether intentionally\nor unintentionally, by our employees, consultants or vendors.\n\n \n\nWe\nhave privacy and data security policies in place that are designed to prevent security breaches and we have employed significant resources\nto develop our security measures against breaches. However, as newer technologies evolve, and the portfolio of the service providers\nwith which the Company shares confidential information with grows, we could be exposed to increased risk of breaches in security and\nother illegal or fraudulent acts, including cyberattacks. The evolving nature of such threats, in light of new and sophisticated methods\nused by criminals and cyberterrorists, including computer viruses, malware, phishing, misrepresentation, social engineering and forgery,\nis making it increasingly challenging to anticipate and adequately mitigate these risks.\n\n \n\nWe\nare likely in the future to be subject to these types of attacks. If we are unable to avert these attacks and security breaches, we could\nbe subject to significant legal and financial liabilities, our reputation would be harmed and we could sustain substantial revenue loss\nfrom lost sales and customer dissatisfaction. We may not have the resources or technical sophistication to anticipate or prevent rapidly\nevolving types of cyber-attacks. Cyber-attacks may target us, our suppliers, customers or other participants, or the internet infrastructure\non which we depend. Actual or anticipated attacks and risks may cause us to incur significantly higher costs, including costs to deploy\nadditional personnel and network protection technologies, train employees, and engage third-party experts and consultants. As we do not\ncarry cybersecurity insurance, we will not be able to mitigate such risks to any third party. Cybersecurity breaches would not only harm\nour reputation and business, but also could materially decrease our revenue and net income.\n\n \n\nA\ncompromise of the security of our information technology systems leading to theft or misuse of our own or our clients’ proprietary\nor confidential information, or the public disclosure or use of such information by others, could result in losses, third-party claims\nagainst us and reputational harm, including the loss of clients. The theft or compromise of our or our clients’ information could\nnegatively impact our reputation, financial results and prospects. In addition, if our reputation is damaged due to a data security breach,\nour ability to attract new engagements and clients may be impaired or we may be subjected to damages or penalties, which could negatively\nimpact our businesses, financial results or financial condition.\n\n \n\n**We\nmay not be able to protect our intellectual property rights.**\n\n \n\nWe\ncannot make assurances that the steps we have taken to protect our intellectual property rights will be adequate to deter misappropriation\nof proprietary information or that we will be able to detect unauthorized use and take appropriate steps to enforce our intellectual\nproperty rights.\n\n \n\n14\n\n  \n\n** **\n\n****\n\n**We\nmay be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.**\n\n \n\nWe\ncannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks,\ncopyrights, know-how or other intellectual property rights held by third parties. We may be from time to time in the future subject to\nlegal proceedings and claims relating to the intellectual property rights of others. In addition, there may be third-party trademarks,\ncopyrights, know-how or other intellectual property rights that are infringed by our products, services or other aspects of our business\nwithout our awareness. Holders of such intellectual property rights may seek to enforce such rights against us in Hong Kong, the United\nStates or other jurisdictions. If any third-party infringement claims are brought against us, we may be forced to divert some resources\nfrom our business and operations to defend against these claims, regardless of their merits.\n\n \n\nIf\nwe were found to be in violation of the intellectual property rights of others, we may be subject to liability for our infringement activities\nor may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our\nown. As a result, our business and operating results may be materially and adversely affected.\n\n \n\n**Increases\nin labor costs in Hong Kong may adversely affect our business and results of operations.**\n\n \n\nThe\neconomy in Hong Kong has experienced increases in inflation and labor costs in recent years. As a result, average wages in Hong Kong\nare expected to continue to increase. In addition, we are required by Hong Kong laws and regulations to maintain various statutory employee\nbenefits, including mandatory provident fund scheme and work-related injury insurance, to provide statutorily required paid sick leave,\nannual leave and maternity leave, and pay severance payments or long service payments. The relevant government agencies may examine whether\nan employer has complied with such requirements, and those employers who fail to comply commit a criminal offence and may be subject\nto fines and/or imprisonment.\n\n \n\nOur\nbusiness requires a considerable number of personnel. For the years ended September 30, 2025 and 2024, our labor costs comprised approximately\n5.7% and 4.7% of our total operating expenses and cost of sales for the same periods, respectively. Any failure to retain stable and\ndedicated labor by us may lead to disruptions to or delays in our services. We sometimes hire additional or temporary workers, in particular\nlogistics and delivery personnel, during peak periods of business. We have observed an overall tightening labor market. We have experienced,\nand expect to continue to experience, increases in labor costs due to increases in salaries, social benefits and employee headcounts\nand we may also face seasonal labor shortages. We may compete with other companies for labor, and we may not be able to offer competitive\nsalaries and benefits compared to what other companies do.\n\n \n\n**Our\nprincipal shareholders have substantial influence over the Company and their interests may not be aligned with the interests of our other\nshareholders**\n\n \n\nMr.\nChing Shun Ngan is currently the beneficial owner of approximately 32.81% of our Ordinary Shares. Mr. Ngan will be able to\nexert significant voting influence over our business. Moreover, this concentration of ownership may discourage, delay or prevent a change\nin control of the Company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a\nsale of the Company and might reduce the price of our Ordinary Shares.\n\n   \n\n**If\nwe become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have\nto expend significant resources to investigate and resolve the matter, which could harm our business operations, stock price and reputation\nand could result in a loss of your investment in our stock, especially if such matter cannot be addressed and resolved favorably.**\n\n \n\nRecently,\nU.S. public companies that have substantially all of their operations in China, including Hong Kong, have been the subject of intense\nscrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the\nscrutiny, criticism and negative publicity has centered around financial and accounting irregularities and mistakes, a lack of effective\ninternal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases,\nallegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese\ncompanies has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject\nto shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It\nis not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on the Company, our business and our stock\nprice.\n\n \n\n15\n\n  \n\n** **\n\n****\n\n**We\nmay be required to recognize impairment charges for our long-lived assets, which could materially affect our financial results.**\n\n \n\nWe\nassess our long-lived assets as and when required by U.S. GAAP to determine whether they are impaired and, if they are, to record appropriate\nimpairment charges. Factors we consider include significant underperformance relative to expected historical or projected future operating\nresults and significant negative industry or economic trends. It is possible that we may be required to record significant impairment\ncharges in the future. Such charges have had and could have an adverse impact on our results of operations.\n\n \n\n**If\nwe are unable to accept client engagements due to real or perceived relationship issues, our revenues, growth, client engagements and\nprospects may be negatively affected.**\n\n \n\nOur\ninability to accept engagements from existing or prospective clients, represent multiple clients in connection with the same or competitive\nengagements, or any requirement that we resign from a client engagement may negatively impact our revenues, growth and financial results.\nWhile we follow internal practices to assess real and potential issues in the relationships between and among our clients, engagements,\nsegments, practices and professionals, such concerns cannot always be avoided. For example, we generally will not represent parties adverse\nto each other in the same matter. We will consider future strategic or opportunistic acquisitions. In those cases, some or all of the\nfollowing risks could be applicable. Acquisitions may require us to resign from a client engagement because of relationship issues that\nare not currently identifiable. In addition, businesses that we acquire or employees who join us may not be free to accept engagements\nthey could have accepted prior to our acquisition or hire because of relationship issues.\n\n \n\n**Claims\ninvolving our services could harm our overall professional reputation and our ability to compete and attract business or hire or retain\nqualified professionals.**\n\n \n\nOur\nengagements involve matters that may result in a severe impact on a client’s business, cause the client a substantial monetary\nloss or prevent the client from pursuing business opportunities. Our ability to attract new clients and generate new and repeat engagements\nor hire professionals depends upon our ability to maintain a high degree of client satisfaction, as well as our reputation among industry\nprofessionals. As a result, any claims against us involving the quality of our services may be more damaging than similar claims against\nbusinesses in other industries.\n\n \n\n**We\nmay incur significant costs and may lose engagements as a result of claims by our clients regarding our services.**\n\n \n\nMany\nof our engagements involve complex analysis and the exercise of professional judgment. Therefore, we are subject to the risk of professional\nand other liabilities. Damages and/or expenses resulting from any successful claim against us, for indemnity or otherwise, in excess\nof the amount of insurance coverage will be borne directly by us and could harm our profitability and financial resources. Any claim\nby a client or third party against us could expose us to reputational issues that adversely affect our ability to attract new or maintain\nexisting engagements or clients or qualified professionals or other employees, consultants or contractors.\n\n \n\n**If\nwe fail to compete effectively, we may miss new business opportunities or lose existing clients, and our revenues and profitability may\ndecline.**\n\n \n\nThe\nmarket for some of our services is highly competitive. We do not compete against the same companies across all of our segments, practices,\nservices, industries or geographic regions. Instead, we compete with different companies or businesses of companies depending on the\nparticular nature of a proposed engagement and the types of requested services and the location of the client or delivery of the services.\nOur operations are highly competitive.\n\n \n\nOur\ncompetitors include large organizations, which offer niche services that are the same or similar to services or products offered by one\nor more of our segments; and small firms and independent contractors that focus on specialized services. Some of our competitors have\nsignificantly more financial resources, a larger national or international presence, larger professional staffs and greater brand recognition\nthan we do. Some have lower overhead and other costs and can compete through lower cost-service offerings.\n\n \n\n16\n\n  \n\n \n\nIf\nwe cannot compete effectively or if the costs of competing, including the costs of hiring and retaining professionals, become too expensive,\nour revenue growth and financial results could be negatively affected and may differ materially from our expectations.\n\n \n\n**We\nmay not be able to retain or secure key executives and personnel for our operations**\n\n \n\nOur\nsuccess is attributable to the leadership and contributions of our executive Directors and our senior management team, who are collectively\nresponsible for the overall corporate development and business strategies of the Company as well as implementing business plans and driving\nthe growth of the Company. Our business performance depends, to a significant extent, on the continued services and performance of our\nkey executive and personnel who have extensive experience and in-depth knowledge in the freight forwarding and logistics industries.\nPlease refer to the section headed “Directors and senior management” in this Annual Report for further details. Our executive\nDirectors and senior management are considered to be important to our future success. Failing to recruit or retain key executives and\npersonnel, or the loss of the services of any of such personnel could have an adverse effect on our business. We cannot assure you that\nwe will be able to recruit and retain suitable employees in the future. The departure of any member of our management team or our experienced\npersonnel could adversely interrupt our business if we are unable to recruit the replacement personnel with equivalent qualifications\nand experience in a timely manner.\n\n \n\n**We\nmay fail to identify shipments which carry goods of dangerous or illicit nature.**\n\n \n\nWe\nhandle a large volume of shipments across our service network. In accordance with the air cargo security regime in Hong Kong and related\nstatutory requirements of CAD, we shall ensure all dangerous goods are properly classified, packed, marked, labelled and documented before\nthey are offered for air transportation. However, there is no assurance that our x-ray security screening inspection or hand search/physical\ncheck at piece level can successfully prevent the shipment of any illegal goods or dangerous goods. Should we fail to identify shipments\nwhich carry goods of illicit or dangerous nature, these goods may end up being impounded by customs, where we may be subject to investigations\nand administrative or even criminal penalties, or if any personal injury or property damage is concurrently caused, we may be further\nliable for civil compensation. In such event, our reputation, business and results of operations may be materially and adversely affected.\n\n \n\n**Our\ninsurance may be insufficient to cover all losses associated with our business operations and the risks of being involved in legal proceedings.**\n\n \n\nOur\nbusiness carries the inherent risks of accidents, which could result in property loss as well as bodily injuries or loss of lives. We\nmaintain insurance coverage of employee’s compensation, office contents, business interruption and public liability insurance.\nOur business is, however, susceptible to risks arising from losses we sustain during the course of our business operations and we cannot\nassure you that the insurance policies we have taken out can always cover all losses we sustain. In the case of an uninsured loss or\na loss in excess of insured limits, including those caused by natural disasters and other events beyond our control, we may be required\nto bear the losses, damages and liabilities out of our own funds, which could materially and adversely affect our business, financial\ncondition and results of operations.\n\n \n\nAs\na result of the inherent risks of accidents during the course of our business operations, we cannot be exempted from the risk of being\ninvolved in legal proceedings. If we are involved in litigations, and that we are unsuccessful in defending or settling any legal proceeding,\nand the damages which we may be liable to pay in respect of such legal proceeding are not covered by our insurance policies, our business,\nfinancial condition and results of operations could be materially and adversely affected.\n\n \n\n**The\nCompany’s business development may be hindered if the Company is unable to obtain additional funding to expand our business.**\n\n \n\nWe\nborrowed money from financial institutions to support our operation during the historical period. As of September 30,\n2025 our bank overdraft and borrowing amounted to approximately US$0.7 million and US$1.9 million, respectively. Our long-term business\nobjective is to become a leading one-stop logistics service provider in the freight forwarding and logistics industries in Asia. In order\nto support more rapid expansion of the Company’s business to achieve such business objective, the Company may need to raise funds\nin addition to our currently available cash resources or through public or private financing, strategic relationships or other arrangements.\nThere may be occasions where we are unable to obtain financing at terms favorable or acceptable to us. If these circumstances arise,\nour business, results of operations and growth could be compromised.\n\n \n\n17\n\n  \n\n** **\n\n**Our\nbusiness is dependent on our major operational facility. We do not own any real properties and we lease a number of properties for our\nbusiness operations. Therefore, we are exposed to risks in relation to unpredictable and increasing rental costs and relocation costs.**\n\n \n\nWe\ndo not own any real properties and manage and operate an asset-light model for our freight forwarding services through our offices and\nmajor operational facilities. In the event of a disruption in the offices and major operational facilities, such as disruption in the\nsupply of utilities like water or electricity or denial of access to such premise due to the COVID-19 lockdown measures by the Hong Kong\ngovernment, our operating subsidiaries may be incurring additional costs, such as costs for leasing alternative warehouses and restoring\naccess to our premises. If as a result of such disruption the operating subsidiaries fail to meet the service requirements of our customers,\nour relationship with our customers may be negatively affected.\n\n \n\nFurthermore,\nin the event that our rental expenses for the offices and major operational facilities increase, our operating expenses will increase\nand affect our operating cash flows, and in turn materially and adversely affect our business, results of operations and prospects. There\nis also no assurance that such tenancy agreement will not be terminated before its expiration. In the event that the tenancy agreement\nis terminated or not renewed, our business and operation may be interrupted and adversely affected as we will relocate our warehouse\nor offices to other sites. Such relocation will incur relocation costs, which may be substantial and in turn adversely affect our financial\ncondition. Further, we cannot assure you that we will be able to relocate such operations to suitable alternative premises in a timely\nmanner or at all, and any such relocation may result in disruption to our business operations. In the event that we fail to relocate\nour operations, our financial position, results of operations and reputation would be adversely affected.\n\n \n\n**Risks\nRelated to Our Industry**\n\n \n\n**The\nfreight forwarding industry in which we operate are highly fragmented and there can be no assurance that we can compete successfully\nfor customers in the future.**\n\n \n\nAccording\nto the F&S Report, the freight forwarding market in Hong Kong is considered as a highly fragmented market with a large number of\nsmall and medium-sized players. Tier-one freight forwarders are generally the global leading mega logistics groups with worldwide logistics\nnetwork and business coverage, while tier-two freight forwarders are generally local and regional players with networks covering certain\nfocused logistic locations and categories of goods. Our ability to compete with other industry players depends on a number of factors\nsuch as pricing, range of services offered and our responsiveness to market changes and demand. Keen competition from other freight forwarders\nwithin the market may adversely affect our customer base and market share. We may have to adopt a more competitive pricing strategy by\nlowering our profit margin in order to maintain our customer base and market share. There is no assurance that we can compete successfully\nover other industry players for customers in the future. If we are unable to maintain our customer base, our business, financial condition\nand results of operations could be adversely affected.\n\n \n\n**Our\nresults of operations are affected by international trading volumes, global and regional economic conditions.**\n\n \n\nA\nmajority of our revenue is generated from the export shipments from Hong Kong to various overseas destinations such as North America,\nEurope and Asia. Our results of operations are thus affected by global trade volume and export volume of Hong Kong. The global trade\nvolume and export volume of Hong Kong are affected by changes in global economic, financial and political conditions such as impositions\nof trade restrictions, sanctions, boycotts and other measures, trade disputes, which may lead to a material decline in the demand for\nour services, and hence our results of operations may be adversely affected.\n\n \n\n**There\nmay be disintermediation in the logistics industry in the future.**\n\n \n\nGiven\nthe trend of digitization, vast amount of product or service information is readily available on the internet and as a result of information\ntransparency, manufacturers and retailers are working on reducing the number of intermediaries in the supply chain by shipping directly\nto end customers, thereby reducing costs in the process. The trend of eliminating intermediaries in the supply chain creates disintermediation\nin the logistics industry in which we operate. Any decrease in demand for our freight forwarding and related logistics services due to\ndisintermediation in the logistics industry could adversely affect our business, financial condition and results of operations.\n\n \n\n18\n\n  \n\n** **\n\n**There\nis no assurance that Hong Kong will continue to maintain its position as a logistics hub in Asia.**\n\n \n\nThe\nCompany’s operations are solely located in Hong Kong. According to the F&S Report, strategically located in the center of Asia,\nHong Kong enjoyed geographical advantage and excellent connectivity between major cities in the world. Hong Kong International Airport\n(HKIA) was named as the world’s busiest cargo airport in 2022, handling a total of 4.2 million tonnes of cargo during the year,\naccording to the latest data released by Airports Council International (ACI). There can be no assurance that Hong Kong will continue\nto maintain such position. According to the F&S Report, the PRC government has reduced tax on logistics enterprises and promoted\nadvanced logistics management system to accelerate industry reform. Moreover, airports in Shenzhen, Guangzhou and Shanghai have expanded,\nwhich would result in intensifying competition. As a result, the development of logistics industry in the PRC would directly enhance\ntheir competitiveness and performance, and hence imposing potential impact on the Hong Kong freight forwarding industry. In the event\nthat Hong Kong loses its position as a logistics hub in Asia, the demand for freight forwarding services, ancillary logistics services\nand warehousing services and the overall business activities of the freight forwarding and logistics industries and thus our business,\nfinancial condition and results of operations, may be adversely affected.\n\n \n\n**Termination\nof the US-HK Shipping Agreement may adversely affect our ocean freight forwarding business and results of operations.**\n\n \n\nOn\nAugust 19, 2020, the U.S. State Department announced the suspension or termination of various bilateral agreements with Hong Kong, including\nthe termination of the US-HK Shipping Agreement, which provided reciprocal tax exemption on income derived from the international operation\nof ships by the U.S. and Hong Kong companies. On October 20, 2020, the Department of the Treasury and the Internal Revenue Service of\nthe U.S. jointly announced that the US-HK Shipping Agreement would be terminated on January 1, 2021. Accordingly, a Hong Kong shipping\ncompany would no longer be exempted from U.S. tax pursuant to section 883 of the U.S. Internal Revenue Code. Thus, when such company\nwhose vessel transports goods to or from the U.S., 50% of the income generated will generally be treated as arising from U.S. sources\nand will be subject to U.S. tax at an effective tax rate of 4% up to 44.7%, increasing the tax exposure of Hong Kong shipping companies.\nOur revenue attributable to the business of ocean freight forwarding services amounted to approximately 0.6 million, $0.9 million and\n$0.4 million, representing approximately 1.28%, 1.72% and 1.05% of our total revenue for the financial years ended September 30, 2025,\n2024 and 2023, respectively. The termination of the US-HK Shipping Agreement may increase the costs of ocean freight rates when the Hong\nKong shipping companies pass the new U.S. tax costs to their customers such as the Company, resulting in the increase in cost of services\nof the Company.\n\n \n\nIf\nwe are unable to pass on the increased costs to our customers, our results of operations would be adversely affected. If we are able\nto pass on the costs to our customers, the customers’ demand on our ocean freight forwarding services may decrease as a result\nof higher ocean freight rates. Moreover, U.S. or other shipping companies trading to China or Asia may choose other port options other\nthan Hong Kong as the new tax exposure may create financial pressure to avoid trading to Hong Kong in the future, resulting in the decrease\nin the customers’ demand on our ocean freight forwarding services, thus adversely affecting our ocean freight forwarding business\nand results of operations.\n\n \n\n**The\nfreight forwarding and logistics industries in which we operate are susceptible to risk of changes in shipping policies which could have\ndirect adverse impact on our business, results of operations and profits.**\n\n \n\nFrequent\naccidents concerning certain types of cargo on aircrafts and vessels have called for tightened safety measures on aircrafts and vessels.\nIn the event that changes in shipping policies of certain airlines, for instance, prohibiting consignments containing lithium batteries\nfrom loading on to passenger aircrafts, have been adopted, business activities of our customers could be directly affected. Our customers\nmay either be forced to ship their consignments through airlines that offer cargo aircrafts or divert their domestic and inter-continental\ndeliveries to other alternatives such as rail and road transportation. Tightened safety measures may also imply an overall burden on\ncargo space suppliers to raise shipping costs in order to maintain their profit margin. In the event that we are unable to source suitable\nalternative cargo space for our customers, or we fail to pass on our increased costs to our customers, our business, results of operations\nand profitability could be adversely affected.\n\n \n\n19\n\n  \n\n** **\n\n****\n\n**We\ncannot assure that the insurance policies we have taken out are always able to cover all losses we sustain during the course of our business\noperations.**\n\n \n\nWe\nmaintain an insurance policy with CMB Wing Lung Insurance, for a public liability insurance policy against cargo transportation and storage.\nBecause of these significant self-insured exposures, insurance and claims expense may fluctuate significantly from period-to-period.\nAdditionally, our ability to obtain and maintain adequate insurance and the cost of such insurance may be affected by significant claims\nand conditions in the insurance market over which we have no control.\n\n \n\nWe\ncannot assure that the insurance policies we have taken out are always able to cover all losses we sustain during the course of our business\noperations as it is not always possible to accurately predict and quantify how much loss we will suffer from potential claims. We may\nfail to establish sufficient insurance reserves and adequately estimate for future insurance claims. In the case of an uninsured loss\nor a loss in excess of insured limit, we may be required to pay for losses, damages and liabilities out of our own funds. The occurrence\nof an event that is not fully covered by insurance, the loss of insurance coverage or a material increase in the cost of insurance could\nhave a material adverse effect on our business, financial condition, results of operations and cash flows.\n\n \n\n**Risks\nRelated to Our Corporate Structure**\n\n \n\n**We\nmay rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have,\nand any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct\nour business.**\n\n \n\nWe\nare a holding company incorporated in the BVI, and we may rely on dividends and other distributions on equity paid by our subsidiaries\nfor our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders\nand service any debt we may incur. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing\nthe debt may restrict its ability to pay dividends or make other distributions to us.\n\n \n\nUnder\nthe current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us.\nAny limitation on the ability of our Hong Kong subsidiary to pay dividends or make other distributions to us could materially and adversely\nlimit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund\nand conduct our business.\n\n \n\n**Our\nlack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent\nfraud, which may affect the market for and price of our Ordinary Shares.**\n\n \n\nUpon completion of our IPO,\nwe became a public company subject to the Sarbanes-Oxley Act of 2002. Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, the SEC\nadopted rules requiring public companies to include a report of management on the Company’s internal control over financial reporting,\nincluding an attestation report on internal control over financial reporting issued by our independent registered public accounting firm.\nHowever, while we remain an emerging growth company, we are not required to include an attestation report on internal control over financial\nreporting issued by our independent registered public accounting firm.\n\n \n\nBased on our management’s\nreport on the Company’s internal control over financial reporting, we identified material weakness in our internal control over\nfinancial reporting associating with a lack of adequately skilled staff possessing U.S. GAAP knowledge for financial reporting purposes,\nthereby affecting the proper adherence to U.S. GAAP and SEC requirements.\n\n \n\nWe plan to implement various measures, including the hiring of additional\naccounting personnel to enhance the financial reporting function and the establishment of a financial and system control framework. We\nalso intend to initiate regular U.S. GAAP and SEC financial reporting training programs for our accounting and financial personnel. Moreover,\nwe are in the process of developing and implementing a set of policies and procedures for period-end financial reporting. However, we\ncannot provide assurance that these measures will be entirely effective in remediating the material weakness in a timely manner or at\nall.\n\n \n\nEffective internal\ncontrol over financial reporting is important to prevent fraud. As a result, our business, financial condition, results of operations\nand prospects, as well as the market for and trading price of our Ordinary Shares, may be materially and adversely affected if we do\nnot have effective internal controls. The absence of internal controls over financial reporting may inhibit investors from purchasing\nour Ordinary Shares and may make it more difficult for us to raise funds in a debt or equity financing.\n\n \n\n20\n\n  \n\n \n\nAdditional\nmaterial weaknesses or significant deficiencies may be identified in the future. If we identify such issues or if we are unable to produce\naccurate and timely financial statements, our stock price may decline and we may be unable to maintain compliance with the Nasdaq Listing\nRules.\n\n \n\n**If\nwe cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange\nAct applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting and other expenses that we would\nnot incur as a foreign private issuer.**\n\n \n\nWe\nqualify as a foreign private issuer. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the\nfurnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and\nshort-swing profit recovery business contained in Section 16 of the Exchange Act. In addition, we are required under the Exchange Act\nto file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and we\nare not required to disclose in our periodic reports all of the information that United States domestic issuers are required to disclose.\nWe may cease to qualify as a foreign private issuer in the future.\n\n \n\n**We\nare an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions\nfrom disclosure requirements available to emerging growth companies, this could make it more difficult to compare our performance with\nother public companies.**\n\n \n\nWe\nare an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1)\nof the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until\nprivate companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class\nof securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS\nAct provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging\ngrowth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period,\nwhich means that when a standard is issued or revised, and it has different application dates for public or private companies, we, as\nan emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This\nmay make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging\ngrowth company which has opted out of using the extended transition period difficult or impossible because of the potential differences\nin accounting standards used. If some investors find our Ordinary Shares less attractive as a result, there may be a less active trading\nmarket for our Ordinary Shares and our share price may be more volatile.\n\n \n\n**We\nwill incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth\ncompany.”**\n\n \n\nWe\nwill incur significant legal, accounting and other expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley\nAct of 2002, as well as rules subsequently implemented by the SEC, impose various requirements on the corporate governance practices\nof public companies. We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company\nuntil the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public\noffering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated\nfiler, which means the market value of our Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior March\n31, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging\ngrowth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public\ncompanies. These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging\ngrowth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards\nuntil such time as those standards apply to private companies.\n\n \n\n21\n\n  \n\n \n\nCompliance\nwith these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming\nand costly. After we are no longer an “emerging growth company,” or until five years following the completion of our initial\npublic offering, whichever is earlier, we expect to incur significant expenses and devote substantial management effort toward ensuring\ncompliance with the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, we\nhave been required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls\nand procedures. We have incurred additional costs in obtaining director and officer liability insurance. In addition, we incur additional\ncosts associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve\non our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules\nand regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing\nof such costs.\n\n \n\n**Risks\nRelated to Doing Business in Hong Kong**\n\n \n\n**Although\nwe and our subsidiaries are not based in Mainland China and we have no operations in Mainland China, the PRC government may intervene\nor influence our current and future operations in Hong Kong at any time, or may exert more control over offerings conducted overseas\nand/or foreign investment in issuers like ourselves. It may result in a material adverse change in Hong Kong subsidiaries’ operations,\nsignificantly limit or completely hinder NC Logistics’ ability to offer or continue to offer securities to investors and cause\nthe value of NC Logistics’ securities to significantly decline or become worthless, which would materially affect the interests\nof the investors.**\n\n \n\nWe\nand our subsidiaries are not based in Mainland China and do not have operations in Mainland China. We currently do not have or intend\nto set up any subsidiary in Mainland China, or do not foresee the need to enter into any contractual arrangements with a variable interest\nentity (“VIE”) to establish a VIE structure in Mainland China. For the year ended September 30, 2025, our customers based\nin Hong Kong contributed to approximately 82.33% of our revenues. Pursuant to the Basic Law, the constitutional document for Hong\nKong, the laws in force in Hong Kong shall include the Basic Law, the laws previously in force in Hong Kong except for that contravene\nthe Basic Law or amended by the legislature of Hong Kong and the laws enacted by the legislature of Hong Kong. National laws of the PRC\nshall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local\nlegislation. The Standing Committee of the National People’s Congress of the PRC may, after consulting the Committee for the Basic\nLaw of Hong Kong and the Government of Hong Kong, add to or delete from the list of laws in Annex III to the Basic Law. The Basic Law\nexpressly provides that the national laws of PRC which may be listed in Annex III of the Basic Law shall be confined to those relating\nto defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. The basic policies of the PRC regarding Hong\nKong as a special administrative region of the PRC are reflected in the Basic Law, providing Hong Kong with a high degree of autonomy\nand executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country,\ntwo systems”.\n\n \n\nWe\nare subject to uncertainty about any future actions of the PRC government or authorities in Hong Kong, and all the material legal and\noperational risks associated with being based in and having operations in the PRC also apply to operations in Hong Kong. There is no\nassurance that there will not be any changes in the economic, political and legal environment in Hong Kong. The PRC government may intervene\nor influence our current and future operations in Hong Kong at any time, or may exert more control over offerings conducted overseas\nand/or foreign investment in issuers like ourselves. Such governmental actions, if and when they occur: (i) could significantly limit\nor completely hinder our ability to continue our operations; (ii) could significantly limit or hinder our ability to offer or continue\nto offer our Ordinary Shares to investors; and (iii) may cause the value of our Ordinary Shares to significantly decline or become worthless.\n\n \n\n22\n\n  \n\n** **\n\n**All\nof our operating subsidiaries’ operations are in Hong Kong. However, due to the long arm provisions under the current PRC laws\nand regulations, the PRC government may exercise significant oversight and discretion over the conduct of our business and may intervene\nin or influence our operations at any time, which could result in a material change in our operations and/or the value of our Ordinary\nShares. The PRC government may also intervene or impose restrictions on our ability to move money out of Hong Kong to distribute earnings\nand pay dividends or to reinvest in our business outside of Hong Kong. Changes in the policies, regulations, rules, and the enforcement\nof laws of the PRC government may also be quick with little advance notice and our assertions and beliefs of the risk imposed by the\nPRC legal and regulatory system cannot be certain.**\n\n \n\nNC\nLogistics is a holding company, and we conduct our operations in Hong Kong through our wholly-owned subsidiaries incorporated in Hong\nKong. As of the date of this Annual Report, we do not expect to be materially affected by recent statements by the PRC government indicating\nan intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland- China-based\nissuers. However, due to long arm provisions under the current PRC laws and regulations, there remains regulatory uncertainty with respect\nto the implementation and interpretation of laws in China. The PRC government may choose to exercise significant oversight and discretion,\nand the policies, regulations, rules, and the enforcement of laws of the PRC government to which we are subject may change rapidly and\nwith little advance notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing\nlaws and regulations in the PRC are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently\nby different agencies or authorities, and may be inconsistent with our current policies and practices. New laws, regulations, and other\ngovernment directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations\nor any other government actions may:\n\n \n\n●\ndelay\nor impede our development;\n\n \n \n\n●\nresult\nin negative publicity or increase our operating costs;\n\n \n \n\n●\nrequire\nsignificant management time and attention; and/or\n\n \n \n\n●\nsubject\nus to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our\ncurrent or historical operations, or demands or orders that we modify or even cease our business practices.\n\n \n\nWe\nare aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in\ncertain areas in Mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing\nsupervision over Mainland-China-based companies listed overseas using variable interest entity structure, adopting new measures to extend\nthe scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions\nare new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new\nlaws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact\nsuch modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list\non a U.S. or other foreign exchange. Nonetheless, if new national laws of the PRC are to be applied in Hong Kong, only the Standing Committee\nof the National People’s Congress may add to or delete from the list of laws in Annex III of the Basic Law. And such laws shall\nbe confined to those relating to defense and foreign affairs and other matters outside the limits of the autonomy of Hong Kong.\n\n \n\nThe\nPRC government may intervene or influence our operations at any time or may exert control over offerings conducted overseas and foreign\ninvestment in Hong Kong-based issuers, which may result in a material change in our operations and/or the value of our Ordinary Shares.\nFor example, there is currently no restriction or limitation under the laws of Hong Kong on the conversion of HK dollar into foreign\ncurrencies and the transfer of currencies out of Hong Kong and the laws and regulations of the PRC on currency conversion control do\nnot currently have any material impact on the transfer of cash between NC Logistics, the ultimate holding company, and the wholly-owned\noperating subsidiaries in Hong Kong. However, the PRC government may, in the future, impose restrictions or limitations on our ability\nto move money out of Hong Kong to distribute earnings and pay dividends to and from the other entities within our organization or to\nreinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion\nof our business outside of Hong Kong and may affect our ability to receive funds from our operating subsidiaries. The promulgation of\nnew laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably\nimpact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which\ncould decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates,\nor subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business,\nfinancial condition and results of operations could be adversely affected and such measures could materially decrease the value of our\nOrdinary Shares, potentially rendering it worthless.\n\n \n\n23\n\n  \n\n** **\n\n****\n\n**You\nmay incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions\nin Hong Kong against us or our management named in this Annual Report based on Hong Kong laws.**\n\n \n\nCurrently,\nall of our operations are conducted outside the United States, and all of our assets are located outside the United States. All of our\ndirectors and officers are Hong Kong nationals or residents and a substantial portion of their assets are located in Hong Kong outside\nthe United States. You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments\nor bringing actions in Hong Kong against us or our management named in this Annual Report, as judgments entered in the United States\ncan be enforced in Hong Kong only at common law. If you want to enforce a judgment of the United States in Hong Kong, it must be a final\njudgment conclusive upon the merits of the claim, for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties,\nor similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the\njudgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent”\ncourt as determined by the private international law rules applied by the Hong Kong courts.\n\n \n\n**The\nenactment of Law of the PRC (the “Hong Kong National Security Law”) and the domestic national security law under Article\n23 of the Basic Law (the “HK New NSL”) on Safeguarding National Security in the Hong Kong Special Administrative Region could\nimpact our Hong Kong holding subsidiary.**\n\n \n\nOn\nJune 30, 2020, the Standing Committee of the PRC National People’s Congress adopted the Hong Kong National Security Law and added\nthe Hong Kong National Security Law to Annex III to the Basic Law, to be published and implemented locally in Hong Kong. This law defines\nthe duties and government bodies of the Hong Kong National Security Law for safeguarding national security and four categories of offences — secession,\nsubversion, terrorist activities, and collusion with a foreign country or external elements to endanger national security — and\ntheir corresponding penalties. On July 14, 2020, the former U.S. President Donald Trump signed the Hong Kong Autonomy Act (the “HKAA”),\ninto law, authorizing the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have\nmaterially contributed to the erosion of Hong Kong’s autonomy. On August 7, 2020 the U.S. government imposed HKAA-authorized sanctions\non eleven individuals, including HKSAR chief executive Carrie Lam. On October 14, 2020, the U.S. State Department submitted to relevant\ncommittees of Congress the report required under HKAA, identifying persons materially contributing to “the failure of the Government\nof China to meet its obligations under the Joint Declaration or the Basic Law.” The HKAA further authorizes secondary sanctions,\nincluding the imposition of blocking sanctions, against foreign financial institutions that knowingly conduct a significant transaction\nwith foreign persons sanctioned under this authority. The imposition of sanctions may directly affect the foreign financial institutions\nas well as any third parties or customers dealing with any foreign financial institution that is targeted.\n\n \n\nOn\n19 March 2024, Hong Kong legislatures passed the HK New NSL which came into force in Hong Kong on 23 March 2024. The western countries\ncriticized the HK New NSL, which expands on the Hong Kong National Security Law imposed by China in 2020, is too board and vaguely defined,\nin particular the definition of state secrets appears quite broad. The HK New NSL focuses on five\ntypes of crimes including treason, insurrection, theft of state secrets and espionage, sabotage and external interference. Penalties\nfor some crimes have been increased of up to life imprisonment. The HK New NSL could\nlead to higher compliance costs. It is difficult to predict the full impact of the Hong Kong National Security Law, the HK New NSL and\nHKAA on Hong Kong and companies located in Hong Kong. If our Hong Kong subsidiary is determined to be in violation of the Hong Kong National\nSecurity Law the HK New NSL or the HKAA by competent authorities, our business operations, financial position and results of operations\ncould be materially and adversely affected.\n\n \n\nIn\nthe event that the government intervenes or influences our operations at any time or may exert more control over offerings conducted\noverseas and foreign investment in issuers like ourselves**,**which may result in a material change in our operations and/or\nthe value of our Ordinary Shares. Additionally, the governmental and regulatory interference could significantly limit or completely\nhinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline\nor be worthless.\n\n \n\n24\n\n  \n\n \n\n****\n\n**There\nare political risks associated with conducting business in Hong Kong.**\n\n \n\nWhile\nwe operate our business in Hong Kong and the South East Asian region, our operations are principally based in Hong Kong. Accordingly,\nour business operations and financial condition will be affected by the political and legal developments in Hong Kong. During the period\ncovered by the financial information included in this Annual Report, we derive substantially all of our revenue from operations in Hong\nKong. Any adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience,\nas well as significant natural disasters, may adversely affect our business operations. Hong Kong is a special administrative region\nof the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional\ndocument, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including\nthat of final adjudication under the principle of “one country, two systems”. However, there is no assurance that there will\nnot be any changes in the economic, political and legal environment in Hong Kong in the future. Since a substantial part of our operations\nis based in Hong Kong, any change of such political arrangements may pose an immediate threat to the stability of the economy in Hong\nKong, thereby directly and adversely affecting our results of operations and financial position.\n\n \n\nIf\nthe PRC attempts to alter its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong’s\ncommon law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could,\nin turn, materially and adversely affect our business and operations. Additionally, intellectual property rights and confidentiality\nprotections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect\nof future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation\nor enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections\navailable to us, including our ability to enforce our agreements with our customers.\n\n \n\nThe\nHong Kong protests that began in 2019 are ongoing protests in Hong Kong (the “Hong Kong Protests”) triggered by the introduction\nof the Fugitive Offenders amendment bill by the Hong Kong government. If enacted, the bill would have allowed the extradition of criminal\nfugitives who are wanted in territories with which Hong Kong does not currently have extradition agreements, including Mainland China.\nThis led to concerns that the bill would subject Hong Kong residents and visitors to the jurisdiction and legal system of Mainland China,\nthereby undermining the region’s autonomy and people’s civil liberties. Various sectors of the Hong Kong economy have been\nadversely affected as the protests turned increasingly violent. Most notably, the airline, retail, and real estate sectors have seen\ntheir sales decline.\n\n \n\nUnder\nthe Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China, Hong Kong is exclusively in charge\nof its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As\na separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. Based on certain recent developments\nincluding the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region\nissued by the Standing Committee of the PRC National People’s Congress in June 2020, the U.S. State Department has indicated that\nthe United States no longer considers Hong Kong to have significant autonomy from China and President Trump signed an executive order\nand the HKAA to remove Hong Kong’s preferential trade status and to authorize the U.S. administration to impose blocking sanctions\nagainst individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. The\nUnited States may impose the same tariffs and other trade restrictions on exports from Hong Kong that it places on goods from Mainland\nChina. These and other recent actions may represent an escalation in political and trade tensions involving the U.S, China and Hong Kong,\nwhich could potentially harm our business.\n\n \n\nOur\nrevenue is susceptible to the ongoing incidents or factors which affect the stability of the social, economic and political conditions\nin Hong Kong. Any drastic events may adversely affect our business operations. Such adverse events may include changes in economic conditions\nand regulatory environment, social and/or political conditions, civil disturbance or disobedience, as well as significant natural disasters.\nGiven the relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on our business operations,\nwhich could in turn adversely and materially affect our business, results of operations and financial condition. It is difficult to predict\nthe full impact of the HKAA on Hong Kong and companies with operations in Hong Kong like us. Furthermore, legislative or administrative\nactions in respect of China-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price\nof our Ordinary Shares could be adversely affected.\n\n \n\n25\n\n  \n\n** **\n\n****\n\n**We\nmay be affected by the currency peg system in Hong Kong.**\n\n \n\nSince\n1983, Hong Kong dollars have been pegged to the U.S. dollars at the rate of approximately HK$7.80 to US$1.00. We cannot assure you that\nthis policy will not be changed in the future. If the pegging system collapses and Hong Kong dollars suffer devaluation, the Hong Kong\ndollar cost of our expenditures denominated in foreign currency may increase. This would in turn adversely affect the operations and\nprofitability of our business.\n\n \n\n**The\nrules and regulations in Mainland China can change quickly with little advance notice and uncertainties in the interpretation and enforcement\nof PRC laws, rules and regulations could limit the legal protections available to you and us.**\n\n \n\nOn\nDecember 28, 2021, the Measures for Cybersecurity Review (2021 version) were promulgated jointly by several departments of the PRC and\nbecame effective on February 15, 2022, which require that in addition to the procurement of network products and services by operator\nof critical information infrastructure, the data processing activities by the network platform operator that affect or may affect the\nnational security, any “online platform operators” controlling personal information of more than one million users which\nseeks to list in a foreign stock exchange should also be subject to cybersecurity review. The Measures for Cybersecurity Review (2021\nversion), further specify the factors to be considered when assessing the national security risks of the relevant activities, including,\namong others, (i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and\nillegally used or exited the country; and (ii) the risk of critical information infrastructure, core data, important data or a large\namount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad. We believe,\nbased upon the opinion of our PRC counsel, none of the Company or any of its subsidiaries is an operator of any “critical information\ninfrastructure” or “online platform operators” as defined under the PRC Cybersecurity Law and the Security Protection\nMeasures on Critical Information Infrastructure. Therefore, we are not subject to the Measures for Cybersecurity Review and are not required\nto pass the security evaluation organized by the CAC and the compliance with such regulation will not materially impact our business\noperations.\n\n \n\nIf\nwe inadvertently conclude that the Measures for Cybersecurity Review do not apply to us, or applicable laws, regulations, or interpretations\nchange and it is determined in the future that the Measures for Cybersecurity Review become applicable to us, we may be subject to review\nwhen conducting data processing activities, and may face challenges in addressing its requirements and make necessary changes to our\ninternal policies and practices. We may incur substantial costs in complying with the Measures for Cybersecurity Review of the PRC, which\ncould result in material adverse changes in our business operations and financial position. If we are not able to fully comply with the\nMeasures for Cybersecurity Review of the PRC, our ability to offer or continue to offer securities to investors may be significantly\nlimited or completely hindered, and our securities may significantly decline in value or become worthless.\n\n \n\n**Risks\nRelated to Our Ordinary Shares**\n\n** **\n\n****\n\n**Our Ordinary Shares may be delisted or prohibited\nfrom being traded over-the-counter under the HFCAA if the PCAOB is unable to inspect or investigate completely the Company’s auditor\nfor two consecutive years.** \n\n \n\nOur independent registered public accounting firm issued an audit opinion\non the financial statements included in this annual report filed with the SEC. As an auditor of companies that are traded publicly in\nthe United States and a firm registered with the PCAOB, our auditor is required by the laws of the United States to undergo regular inspections\nby the PCAOB.\n\n \n\n26\n\n  \n\n  \n\nOur auditor, AOGB CPA LIMITED,\nthe independent registered public accounting firm that issues the audit report included elsewhere in this annual report, is headquartered\nat Suite 2501-3, Tesbury Centre, 28 Queen’s Road East, Admiralty, Hong Kong, Hong Kong and registered with the PCAOB. Our auditor\nis subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance\nwith the applicable professional standards. However, recent developments with respect to audits of Hong Kong based companies, such as\nus, create uncertainty about the ability of our auditor to fully cooperate with the PCAOB’s request for audit workpapers without\nthe approval of the Chinese authorities. As a result, our investors may be deprived of the benefits of PCAOB’s oversight of our\nauditor through such inspections.\n\n \n\nInspections\nof certain other firms that the PCAOB has conducted outside of China have identified deficiencies in those firms’ audit procedures\nand quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The PCAOB is\ncurrently able to conduct inspections of audit firms located in Mainland China and Hong Kong and conduct inspections of U.S. audit firms\nwhere audit work papers are located in Mainland China.\n\n \n\nIn addition,\nas part of a continued regulatory focus in the United States on access to audit and other information currently protected by national\nlaw, in particular China’s, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of Congress that\nwould require the SEC to maintain a list of issuers for which the PCAOB is not able to inspect or investigate an auditor report issued\nby a foreign public accounting firm. The Ensuring Quality Information and Transparency for Abroad-Based Listings on our Exchanges (EQUITABLE)\nAct prescribes increased disclosure requirements for such issuers and, beginning in 2025, the delisting from national securities exchanges,\nsuch as Nasdaq, of issuers included for three consecutive years on the SEC’s list. On May 20, 2020, the U.S. Senate passed\nS. 945, the HFCAA. The HFCAA was approved by the U.S. House of Representatives on December 2, 2020. On December 18, 2020, the\nformer U.S. president signed into law the HFCAA. In essence, the HFCAA requires the SEC to prohibit foreign companies from listing securities\non U.S. securities exchanges if a company retains a foreign accounting firm that cannot be inspected by the PCAOB for three consecutive\nyears, beginning in 2021. The enactment of the HFCAA and any additional rulemaking efforts to increase U.S. regulatory access to audit\ninformation could cause investor uncertainty for affected issuers, including us, and the market price of our securities could be adversely\naffected, and we could be delisted if it is unable to cure the situation to meet the PCAOB inspection requirement in time. On March 24,\n2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA.\nWe will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process\nto be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCAA, including the listing\nand trading prohibition requirements described above.\n\n \n\nFurthermore,\non June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act and on December 29, 2022,\nthe Consolidated Appropriations Act was signed into law by former President Biden, which contained, among other things, an identical provision\nto Accelerating Holding Foreign Companies Accountable Act and amended the HFCAA by requiring the SEC to prohibit an issuer’s securities\nfrom trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three,\nthus reducing the time before your securities may be prohibited from trading or delisted. On September 22, 2021, the PCAOB adopted\na final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA,\nwhether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction\nbecause of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC issued amendments to finalize\nrules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants that the SEC identifies as\nhaving filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction\nand that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.\n\n \n\nOn December\n2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules\napply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting\nfirm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position\ntaken by an authority in a foreign jurisdiction.\n\n \n\nOn December\n16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public\naccounting firms headquartered in Mainland China and in Hong Kong because of positions taken by Mainland China and Hong Kong authorities\nin those jurisdictions, and identifies the registered public accounting firms in Mainland China and Hong Kong that are subject to such\ndeterminations. The PCAOB has made such designations as mandated under the HFCAA. Pursuant to each annual determination by the PCAOB,\nthe SEC will, on an annual basis, identify issuers that have used non-inspected audit firms and thus are at risk of such suspensions in\nthe future. The auditor of the Company, WWC, P.C., is not among the auditor firms listed on the determination list issued by the PCAOB,\nwhich notes all of the auditor firms that the PCAOB is not able to inspect.\n\n \n\n27\n\n  \n\n \n\nOn\nAugust 26, 2022, the CSRC, the Ministry of Finance of the PRC, and the PCAOB signed a Statement of Protocol, or the Protocol, governing\ninspections and investigations of audit firms based in Mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol\ndisclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has\nthe unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB determined that the PCAOB was able to secure\ncomplete access to inspect and investigate registered public accounting firms headquartered in Mainland China and Hong Kong and voted\nto vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s\naccess in the future, the PCAOB will consider the need to issue a new determination.\n\n \n\nShould the\nPCAOB be unable to fully conduct inspections of our auditor, it will make it more difficult to evaluate the effectiveness of our auditor’s\naudit procedures or quality control procedures and you may be deprived of the benefits of such inspection, which could result in limitation\nor restriction to our access to the U.S. capital markets, and our securities may be delisted or prohibited from trading if the PCAOB determines\nthat it cannot inspect or investigate completely our auditor under the HFCAA. Investors may consequently lose confidence in our reported\nfinancial information and procedures and the quality of our financial statements, which would adversely affect us. \n\n \n\n**The\nrecent joint statement by the SEC, proposed rule changes submitted by Nasdaq, and an act passed by the U.S. Senate and the U.S. House\nof Representatives, all call for additional and more stringent criteria to be applied to emerging market companies. These developments\ncould add uncertainties to our business operations, share price and reputation.**\n\n \n\nU.S.\npublic companies that have substantially all of their operations in China (including in Hong Kong) have been the subject of intense scrutiny,\ncriticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny,\ncriticism and negative publicity has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls\nover financial reporting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of\nfraud.\n\n \n\nOn\nDecember 7, 2018, the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by the U.S. regulators in their\noversight of financial statement audits of U.S.-listed companies with significant operations in China. On April 21, 2020, SEC Chairman\nJay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the\nrisks associated with investing in companies based or having substantial operations in emerging markets including China, reiterating\npast SEC and PCAOB statements on matters including the difficulty associated with inspecting accounting firms and audit work papers in\nChina and higher risks of fraud in emerging markets and the difficulty of bringing and enforcing SEC, Department of Justice and other\nU.S. regulatory actions, including in instances of fraud, in emerging markets generally.\n\n \n\nOn\nMay 20, 2020, the U.S. Senate passed the HFCA Act requiring a foreign company to certify it is not owned or controlled by a foreign government\nif the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the\nPCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to\ntrade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the HFCA Act.\n\n \n\nOn\nMay 21, 2021, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating\nin a “Restrictive Market”, (ii) prohibit Restrictive Market companies from directly listing on the Nasdaq Capital Market,\nand only permit them to list on the Nasdaq Global Select or the Nasdaq Global Market in connection with a direct listing, and (iii) apply\nadditional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.\n\n \n\nAs\na result of this scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies sharply\ndecreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits\nand SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect\nthis sector-wide scrutiny, criticism and negative publicity will have on us, our offering, business and our share price. If we become\nthe subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant\nresources to investigate such allegations and/or defend the Company. This situation will be costly and time consuming and distract our\nmanagement from developing our growth. If such allegations are not proven to be groundless, we and our business operations will be severely\naffected and you could sustain a significant decline in the value of our shares.\n\n \n\n28\n\n  \n\n** **\n\n**Our\nOrdinary Shares are and may continue to be thinly traded and you may be unable to sell at or near ask prices or at all if you need to\nsell your shares to raise money or otherwise desire to liquidate your shares.**\n\n \n\nSince\nour initial public offering in December 2024, our Ordinary Shares have been, and they may continue to be “thinly-traded”,\nmeaning that the number of persons interested in purchasing our Ordinary Shares at or near bid prices at any given time may be relatively\nsmall or non-existent. This situation may be attributable to a number of factors, including the fact that we are relatively unknown to\nstock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume,\nand that even if we came to the attention of such persons, they tend to be risk-averse and might be reluctant to follow an unproven company\nsuch as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned. As a consequence, there\nmay be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer\nwhich has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share\nprice. A broad or active public trading market for our Ordinary Shares may not develop or be sustained.\n\n \n\n**The\nmarket prices of our Ordinary Shares may be volatile.**\n\n \n\nThe\nfinancial markets in the United States and other countries have experienced significant price and volume fluctuations in the last few\nyears. The market price for our Ordinary Shares may be volatile and subject to wide fluctuations due to factors such as:\n\n \n\n●\nthe\nfinancial projections we may provide to the public, any changes in these projections or our failure to meet these projections;\n\n \n \n\n●\nactual\nor anticipated fluctuations in our quarterly operating results;\n\n \n \n\n●\nchanges\nin financial estimates by securities research analysts;\n\n \n \n\n●\nnegative\npublicity, studies or reports;\n\n \n \n\n●\nour\ncapability to catch up with the technology innovations in the industry;\n\n \n \n\n●\nannouncements\nby us or our competitors of acquisitions, strategic business relationships, joint ventures or capital commitments;\n\n \n \n\n●\naddition\nor departure of key personnel;\n\n \n \n\n●\nfluctuations\nof exchange rates between the Hong Kong dollar and the U.S. dollar; and\n\n \n \n\n●\ngeneral\neconomic or political conditions in Hong Kong, the PRC and greater Asia region.\n\n \n\nIn\naddition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the\noperating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of\nour Ordinary Shares.\n\n \n\n**We\ndo not intend to pay dividends for the foreseeable future.**\n\n \n\nWe\ncurrently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not\nanticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will\nbe made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements,\ncontractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions\ncontained in any future financing instruments.\n\n \n\n29\n\n  \n\n \n\nNo\ndividend was approved and declared during the year ended September 30, 2025.\n\n \n\n**If\nsecurities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding\nour Ordinary Shares, the price of our Ordinary Shares and trading volume could decline.**\n\n \n\nThe\ntrading market for our Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about\nus or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price\nof our Ordinary Shares would likely decline. If one or more of these analysts cease coverage of the Company or fail to regularly publish\nreports on us, we could lose visibility in the financial markets, which could cause the price of our Ordinary Shares and the trading\nvolume to decline.\n\n \n\n**Volatility\nin the price of our Ordinary Shares may subject us to securities litigation.**\n\n \n\nThe\nmarket for our Ordinary Shares may have, when compared to seasoned issuers, significant price volatility and we expect that our share\nprice may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated\nsecurities class action litigation against a company following periods of volatility in the market price of its securities. We may, in\nthe future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert\nmanagement’s attention and resources.\n\n \n\n**You\nmay face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because\nwe are incorporated under British Virgin Islands law.**\n\n \n\nWe\nare a company incorporated under the laws of the BVI. Our corporate affairs are governed by our memorandum and articles of association,\nthe BVI Act and the common law of the BVI. The rights of shareholders to take action against our directors, actions by our minority shareholders\nand the fiduciary duties of our directors to us under the BVI law are governed by the common law of the BVI, our memorandum and articles\nof association and the BVI Act. The common law of the BVI is derived in part from comparatively limited judicial precedent in the BVI\nas well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court\nin the BVI. The rights of our shareholders and the fiduciary duties of our directors under the BVI law are not as clearly established\nas they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the BVI has a less developed\nbody of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted\nbodies of corporate law than the BVI. In addition, BVI companies may not have standing to initiate a shareholder derivative action in\na federal court of the United States.\n\n \n\nCertain\ncorporate governance practices in the BVI, where our holding company was incorporated, differ significantly from requirements for companies\nincorporated in other jurisdictions such as the United States. We can rely on home country practice with respect to our corporate governance.\nIf we choose to follow the BVI practice in the future, our shareholders may be afforded less protection than they otherwise would under\nrules and regulations applicable to U.S. domestic issuers.\n\n \n\nAs\na result of all of the above, public shareholders may have more difficulties in protecting their interests in the face of actions taken\nby our management, or members of our board of directors, than they would as public shareholders of a company incorporated in the United\nStates.\n\n \n\n30\n\n  \n\n** **\n\n**As\na foreign private issuer, we are permitted to, and we will, rely on exemptions from certain Nasdaq Stock Exchange corporate governance\nstandards applicable to domestic U.S. issuers. This may afford less protection to holders of our shares.**\n\n \n\nWe\nare exempt from certain corporate governance requirements of the Nasdaq listing rules by virtue of being a foreign private issuer. We\nare required to provide a brief description of the significant differences between our corporate governance practices and the corporate\ngovernance practices required to be followed by domestic U.S. companies listed on the Nasdaq. The standards applicable to us are considerably\ndifferent than the standards applied to domestic U.S. issuers. For instance, we are not required to:\n\n \n\n●\nhave\na majority of the board be independent (although all of the members of the audit committee must be independent under the Exchange\nAct);\n\n \n \n\n●\nhave\na compensation committee or a nominating or corporate governance committee consisting entirely of independent directors;\n\n \n \n\n●\nhave\nregularly scheduled executive sessions with only independent directors; or\n\n \n \n\n●\nhave\nexecutive sessions of solely independent directors each year.\n\n \n\nWe\nhave relied on and intend to continue to rely on some of these exemptions. As a result, you may not be provided with the benefits of\ncertain corporate governance requirements of the Nasdaq.\n\n \n\n**If\nwe cannot continue to satisfy the applicable rules of the Nasdaq Capital Market our securities may be delisted, which could negatively\nimpact the price of our securities and your ability to sell them.**\n\n \n\nWe\nare required to comply with certain rules of the Nasdaq Capital Market, including those regarding minimum stockholders’ equity,\nminimum share price and certain corporate governance requirements. We may not be able to continue to satisfy these requirements and applicable\nrules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to\ndelisting.\n\n \n\nIf\nthe Nasdaq Capital Market delists our securities from trading, we could face significant consequences, including:\n\n \n\n●\na\nlimited availability for market quotations for our securities;\n\n \n \n\n●\nreduced\nliquidity with respect to our securities;\n\n \n \n\n●\na\ndetermination that our Ordinary Shares are a “penny stock,” which will require brokers trading in our Ordinary Share\nto adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for\nour Ordinary Shares;\n\n \n \n\n●\nlimited\namount of news and analyst coverage; and\n\n \n \n\n●\na\ndecreased ability to issue additional securities or obtain additional financing in the future.\n\n \n\nOn\nAugust 11, 2025, we received a notice from Nasdaq that we were not in compliance with Nasdaq’s minimum bid price requirement under\nNasdaq Listing Rule 5550(a)(2) as the minimum bid price of our Ordinary Shares had been below $1.00 per share for 30 consecutive business\ndays (the “Minimum Bid Price Requirement”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we had until February 9, 2026\n(the “Compliance Period”) to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the minimum\nbid price of our Ordinary Shares must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this grace\nperiod. In the event we do not regain compliance with the Minimum Bid Price Requirement by February 9, 2026, the Company may be eligible\nfor an additional 180 calendar day compliance period, provided that on the 180th day of the Compliance Period, it meets the applicable\nmarket value of publicly held shares requirement for continued listing and all other applicable standards for initial listing on the\nNasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and provide written notice of its intention to cure the\nminimum bid price deficiency during the extended compliance period. If the Company does not regain compliance with the Minimum Bid Price\nRequirement by the end of the Compliance Period (as may be extended), our Ordinary Shares would become subject to delisting.\n\n \n\nOn December 3, 2025, the Company received a notice\nfrom the Listing Qualifications Department of Nasdaq indicating that the Company had regained with the Minimum Bid Requirement under Listing\nRule 5550(a)(2). The notice indicated that as a result of the closing bid price of the Company’s Ordinary Shares having been at\n$1.00 per share or greater for 12 consecutive business days, from November 14, 2025, to December 2, 2025, the Company had regained compliance\nwith Nasdaq’s minimum bid price requirement and the matter had been closed.\n\n \n\nAlthough the price of our Ordinary Shares increased\nback above $1.00 per share in order to meet the requirements for the continued listing of our Ordinary Shares on the Nasdaq Capital Market,\nthere can be no assurance that the closing bid price of our Ordinary Shares will remain at or above $1.00 in the future. If we fail to\nsatisfy any of Nasdaq’s continued listing requirements, Nasdaq may take steps to delist our common shares, which could\nhave a materially adverse effect on our ability to raise additional funds as well as the price and liquidity of our Ordinary Shares. The\nclosing price of our Ordinary Shares on February 12, 2026, was $6.95 per share.\n\n \n\n**Because\nour business is conducted in Hong Kong dollars and the price of our Ordinary Shares is quoted in United States dollars, changes in currency\nconversion rates may affect the value of your investments.**\n\n \n\nOur\nbusiness is conducted in Hong Kong, our books and records are maintained in Hong Kong dollars, which is the currency of Hong Kong, and\nthe financial statements that we file with the SEC and provide to our shareholders are presented in United States dollars. Changes in\nthe exchange rate between the Hong Kong dollar and U.S. dollar affect the value of our assets and the results of our operations in United\nStates dollars. The value of the Hong Kong dollar against the United States dollar and other currencies may fluctuate and is affected\nby, among other things, changes in Hong Kong’s political and economic conditions and perceived changes in the economy of Hong Kong\nand the United States. Any significant revaluation of the Hong Kong dollar may materially and adversely affect our cash flows, revenue\nand financial condition. Further, although our Ordinary Shares offered by this Annual Report are denominated in United States dollars,\nwe will need to convert the net proceeds we receive into Hong Kong dollars in order to use the funds for our business. Changes in the\nconversion rate between the United States dollar and the Hong Kong dollar will affect that amount of proceeds we will have available\nfor our business.\n\n \n\n31\n\n  \n\n** **\n\n**We\nmay experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects,\nmaking it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.**\n\n \n\nRecently,\nthere have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number\nof recent initial public offerings, especially among companies with relatively smaller public floats. As a relatively small-capitalization\ncompany with relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume\nand less liquidity than large-capitalization companies. In particular, our Ordinary Shares may be subject to rapid and substantial price\nvolatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated\nto our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess\nthe rapidly changing value of our Ordinary Shares.\n\n \n\nIn\naddition, if the trading volumes of our Ordinary Shares are low, persons buying or selling in relatively small quantities may easily\ninfluence prices of our Ordinary Shares. This low volume of trades could also cause the price of our Ordinary Shares to fluctuate greatly,\nwith large percentage changes in price occurring in any trading day session. Holders of our Ordinary Shares may also not be able to readily\nliquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general\neconomic and political conditions may also adversely affect the market price of our Ordinary Shares. As a result of this volatility,\ninvestors may experience losses on their investment in our Ordinary Shares. A decline in the market price of our Ordinary Shares also\ncould adversely affect our ability to issue additional Ordinary Shares or other securities and our ability to obtain additional financing\nin the future.\n\n \n\n**There\ncan be no assurance that we will not be a passive foreign investment company (“PFIC”), for U.S. federal income tax purposes\nfor any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of our Ordinary Shares.**\n\n \n\nA\nnon-U.S. corporation will be a PFIC for any taxable year if either (1) at least 75% of its gross income for such year consists of certain\ntypes of “passive” income; or (2) at least 50% of the value of its assets (based on an average of the quarterly values of\nthe assets) during such year is attributable to assets that produce passive income or are held for the production of passive income,\nor the asset test. Based on our current and expected income and assets), we do not presently expect to be a PFIC for the current taxable\nyear or the foreseeable future. However, no assurance can be given in this regard because the determination of whether we are or will\nbecome a PFIC is a fact-intensive inquiry made on an annual basis that depends, in part, upon the composition of our income and assets.\nIn addition, there can be no assurance that the Internal Revenue Service, or IRS, will agree with our conclusion or that the IRS would\nnot successfully challenge our position. Fluctuations in the market price of our Ordinary Shares may cause us to become a PFIC for the\ncurrent or subsequent taxable years because the value of our assets for the purpose of the asset test may be determined by reference\nto the market price of our Ordinary Shares. The composition of our income and assets may also be affected by how, and how quickly, we\nuse our liquid assets and the cash raised in our initial public offering. If we were to be or become a PFIC for any taxable year during\nwhich a U.S. Holder holds our Ordinary Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder and\nsuch U.S. Holder may be subject to additional reporting requirements.\n\n \n\n32"}