{"url_path":"/sec/twg/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 Information on the Company**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1978057/0001213900-26-057962-index.html","accession_number":"0001213900-26-057962","cik":"0001978057","ticker":"TWG","issuer_name":"Top Wealth Group Holding Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1978057/0001213900-26-057962-index.html","primary_entity_key":"0001978057","primary_entity_name":"Top Wealth Group Holding Ltd"},"word_count":12981,"has_tables":true,"body_markdown":"**Item\n4. Information on the Company**\n\n \n\n**4.A. History and Development of the Company**\n\n \n\nTop Wealth Group Holding Limited was incorporated\nas a limited liability company on February 1, 2023 under law of the Cayman Islands. It is a holding company and is not actively\nengaged in any business. Under its memorandum of association at incorporation, the authorized share capital of Top Wealth Group Holding\nLimited was US$50,000 divided into 500,000,000 ordinary shares, par value US$0.0001 per share.\n\n \n\nTop Wealth (BVI) Holding Limited was incorporated\nunder the law of the British Virgin Islands as the intermediate holding company of Top Wealth Group (International) Limited, on January 18,\n2023 as part of the reorganization. Top Wealth (BVI) Holding Limited is wholly-owned by Top Wealth Group Holding Limited.\n\n \n\nTop Wealth Group (International) Limited was\nincorporated on September 22, 2009 under the laws of Hong Kong. Top Wealth Group (International) Limited is our operating entity\nand is indirectly wholly-owned by Top Wealth Group Holding Limited through Top Wealth (BVI) Holding Limited.\n\n \n\nIn March, 2023, we carried out a series of transactions\nto reorganize the legal structure of the Top Wealth group of companies. On March 21, 2023, the Top Wealth Group Holding Limited\nacquired 100% interest in Top Wealth (BVI) Group Limited, a company incorporated in the British Virgin Islands, at a nominal value of\nUS$10 from the shareholders of Winwin Development Group Limited. On March 24, 2023, Top Wealth Group Holding Limited, through Top\nWealth (BVI) Group Limited, acquired 100% interest in the Top Wealth Group (International) Limited (“Top Wealth International”),\nHong Kong Operating Subsidiary, at a nominal consideration of US$10 from the shareholders of Winwin Development Group Limited.\n\n \n\nOn October 12, 2023, in contemplation\nof the Company’s initial public offering, Top Wealth Group Holding Limited further issued 26,999,250 ordinary shares in\naggregate to its shareholders at par value, on a pro rata basis proportional to the shareholders’ existing equity interests\n(collectively refers as the “Pro Rata Share Issuance”), which has been treated as a share split. After the Pro Rata\nShare Issuance, 27,000,000 ordinary shares are issued and outstanding. The following table sets forth the breakdown of the Pro\nRata Share Issuance to each shareholder:\n\n \n\nShareholders \nNumber of\nordinary\nshares\nIssued \n\nWinwin Development Group Limited \n 20,159,440 \n\nBeyond Glory Worldwide Limited \n 1,727,952 \n\nKeen Sky Global Limited \n 1,763,951 \n\nState Wisdom Holdings Limited \n 1,763,951 \n\nSnow Bear Capital Limited \n 899,975 \n\nMercury Universal Investment Limited \n 683,981 \n\n \n\nOn October 16, 2023, State Wisdom Holdings\nLimited and Keen Sky Global Limited transferred 432,000 and 432,000 ordinary shares to Greet Harmony Global Limited at the consideration\nof HK$314,685 (approximately US$40,344) and HK$314,685 (approximately US$40,344), respectively. On the same day, Beyond Global Worldwide\nLimited transferred 540,000 ordinary shares to Mercury Universal Investment Limited at the consideration of HK$393,356 (approximately\nUS$50,430).\n\n \n\nThe following table sets forth the breakdown\nof equity ownership of the Company after the series of transactions in October 16, 2023:\n\n \n\nShareholders \nNumber of\nOrdinary\nShares\nOwned \n\nWinwin Development Group Limited \n 20,160,000 \n\nBeyond Glory Worldwide Limited \n 1,188,000 \n\nKeen Sky Global Limited \n 1,332,000 \n\nState Wisdom Holdings Limited \n 1,332,000 \n\nSnow Bear Capital Limited \n 900,000 \n\nMercury Universal Investment Limited \n 1,224,000 \n\nGreet Harmony Global Limited \n 864,000 \n\n \n\n**Initial Public Offering**\n\n \n\nOn April 18, 2024, the Company completed its\ninitial public offering on the Nasdaq. In this offering, 2,000,000 ordinary shares were issued at a price of US$4.00 per share. The gross\nproceeds received from the initial public offering totalled US$8 million. The Offering closed on April 18, 2024 and the ordinary shares\nbegan trading on April 16, 2024 on the Nasdaq Capital Market under the ticker symbol “TWG.”\n\n \n\n41\n\n \n\n \n\n**Resale Offering**\n\n \n\nOn July 2, 2024, the Company filed the registration\nstatement on Form F-1 with the SEC (File No. 333-280654) (as amended, the “Resale Prospectus”), which was declared effective\non July 23, 2024, for 6 existing shareholders of the Company to register their existing shareholding of an aggregate of 6,840,000 ordinary\nshares to be sold pursuant to the Resale Prospectus. The following table sets forth the breakdown of number of ordinary shares registered\nfor sale in the resale prospectus by the existing shareholders:\n\n \n\nName of Shareholders \nNumber of\nOrdinary Shares\nRegistered for\nSale in\nthe Resale\nProspectus \n\nBeyond Glory Worldwide Limited \n 1,188,000 \n\nKeen Sky Global Limited \n 1,332,000 \n\nState Wisdom Holdings Limited \n 1,332,000 \n\nSnow Bear Capital Limited \n 900,000 \n\nMercury Universal Investment Limited \n 1,224,000 \n\nGreet Harmony Global Limited \n 864,000 \n\nTotal \n 6,840,000 \n\n \n\n**Best Efforts Offerings**\n\n \n\nOn October 14, 2024, the Company closed a best efforts offering which\nthe Company agreed to issue and sell a total of 27,000,000 ordinary shares of par value $0.0001 per share, at the price of $0.40 per Ordinary\nShare, to several investors, and entered several securities purchase agreements with the purchasers. The securities purchase agreements\ncontain customary representations and warranties and agreements of the Company and the purchasers and customary indemnification rights\nand obligations of the parties. The gross proceeds received from the offering totaled US$10.8 million. The ordinary shares were offered\npursuant to a registration statement on Form F-1, as amended (Registration No. 333-282302) originally filed with the SEC on September\n24, 2024. The Form F-1 for the offering was declared effective on September 30, 2024. The final prospectus is filed on October 15, 2024.\nAC Sunshine Securities LLC acted as the exclusive placement agent in the offering pursuant to a placement agency agreement dated\nOctober 10, 2024, by and between the Company and AC Sunshine Securities LLC.\n\n \n\nOn December 10, 2025, the Company closed a best-efforts offering which\nour Company issued and sold a total of 720,000 units, consisting of one Class A Ordinary Share, par value $0.009 per share, one Series\nA Class A Warrant and one Series B Class A Warrant at the price of $7.00 per unit, to several investors, and entered several securities\npurchase agreements with the purchasers. The securities purchase agreements contain customary representations and warranties and agreements\nof our Company and the purchasers and customary indemnification rights and obligations of the parties. The gross proceeds received from\nthe offering totaled $5.04 million. The units were offered pursuant to a registration statement on Form F-1, as amended (Registration\nNo. 333-290351) originally filed with the SEC on September 18, 2025. The Form F-1 for the offering was declared effective on December\n8, 2025. The final prospectus was filed on December 10, 2025. Univest Securities LLC acted as the exclusive placement agent in the offering\npursuant to a placement agency agreement dated December 9, 2025, by and between the Company and Univest Securities LLC.\n\n \n\n**Reclassification and redesignation of Class\nA and Class B ordinary Shares**\n\n \n\nOn April 7, 2025, at the 2025 Annual General\nMeeting of shareholders of the company, our shareholders resolved to, amongst others, approve the adoption of a dual-class share capital\nstructure by taking the following steps to redesignate and reclassify the authorized share capital of the Company from US$50,000 divided\ninto 500,000,000 ordinary shares of par value US$0.0001 each to US$50,000 divided into 450,000,000 Class A Ordinary Shares of US$0.0001\neach and 50,000,000 Class B Ordinary Shares of US$0.0001 each:\n\n \n\n \n●\nre-designating all\nof the issued and outstanding ordinary shares (except for the 15,000,000 ordinary shares held by Winwin Development Group Limited)\ninto Class A Ordinary Shares, each having one (1) vote per share, on a one for one basis;\n\n \n\n \n●\nre-designating 15,000,000\nissued and outstanding ordinary shares held by Winwin Development Group Limited into Class B Ordinary Shares, each having 30 votes\nper share, on a one for one basis; and\n\n \n\n \n●\nre-designating the\nremaining 409,000,000 authorized but unissued ordinary shares into Class A Ordinary Shares on a one for one basis, and the remaining\n35,000,000 authorized but unissued ordinary shares into Class B Ordinary Shares on a one for one basis.\n\n \n\nAll shares and per share amounts used elsewhere\nin this Annual Report have been retroactively restated to reflect the reclassification of Class A and Class B Ordinary Shares.\n\n \n\n42\n\n \n\n \n\n**Adoption of the Amended And Restated Memorandum\nand Articles Of Association**\n\n** **\n\nAt the 2025 Annual General Meeting of shareholders\nof the Company, our shareholders also resolved to approve and adopt the Amended And Restated Memorandum and Articles of Association of\nthe Company, in substitution for and to the exclusion of the memorandum and articles of association of the Company currently in effect,\nto reflect the changes in, among others the quorum for general meetings, the notice period for general meetings, the voting method at\ngeneral meetings and the authorized share capital and to set out the rights and privileges of Class A Ordinary Shares and Class B Ordinary\nShares.\n\n \n\n**Nasdaq Deficiency**\n\n* *\n\nOn December 9, 2024, we received a letter from\nthe Listing Qualifications staff of the Nasdaq notifying that the Company is not currently in compliance with the minimum bid price requirement\nset forth in Nasdaq’s Listing Rules for continued listing on the Nasdaq Capital Market, as the closing bid price for the Company’s\nshares listed on the Nasdaq Capital Market was below $1.00 per share for 30 consecutive business days. Pursuant to Nasdaq Listing Rule\n5810(c)(3)(A), the Company has a compliance period of one hundred eighty (180) calendar days, or until June 9, 2025 (the “Compliance\nPeriod”), to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period,\nthe closing bid price per share of the Company’s Class A ordinary shares is at least $1.00 for a minimum of ten (10) consecutive\nbusiness days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.\n\n \n\nIn the event that the Company does not regain\ncompliance in the compliance period, the Company may be eligible for an additional 180 calendar days, should the Company meet the continued\nlisting requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with\nthe exception of the bid price requirement, and is able to provide written notice of its intention to cure the deficiency during the\nsecond compliance period, by effecting a reverse stock split, if necessary.\n\n \n\nOn\nJune 10, 2025, our Company received a letter from Nasdaq, indicating that our Company is granted an additional 180 calendar days, until\nDecember 8, 2025, to regain compliance with the minimum bid price requirement of $1 per share, as stipulated by Nasdaq Listing Rule 5550(a)(2).\nIf compliance cannot be demonstrated by December 8, 2025, Nasdaq staff will provide written notification that our Company’s securities\nwill be delisted. At that time, our Company may appeal Nasdaq staff’s determination to a Hearings Panel.\n\n \n\nOn\nJuly 17, 2025, our Company issued a press release announcing the approval of a proposed 1-for-90 share consolidation of our Company’s\nClass A Ordinary Shares and Class B Ordinary Shares, each with a par value of $0.0001 (the “Share Consolidation”). The Share\nConsolidation was approved by our Company’s board of directors on June 11, 2025 and by its shareholders at the 2025 Annual General\nMeeting held on April 8, 2025. At the opening of trading on July 21, 2025, being the market effective date, the Class A Ordinary Shares\nbegan trading on a post-Share Consolidation basis on the Nasdaq Capital Market under the same symbol “TWG” but under a new\nCUSIP number G8945S110. The objective of the Share Consolidation was to enable our Company to regain compliance with Nasdaq Marketplace\nRule 5550(a)(2) and maintain our listing on the Nasdaq Capital Market.\n\n \n\nUpon\neffectiveness of the Share Consolidation, every 90 issued and outstanding Ordinary Shares of a par value of $0.0001 each were automatically\nconsolidated into one issued and outstanding Ordinary Share of a par value of $0.009 each. No fractional shares were issued in connection\nwith the Share Consolidation; any fractional shares that would have resulted were rounded up to the next whole number. The Share Consolidation\nwas effected equally for all shareholders and did not alter any shareholder’s percentage ownership interest in the Company’s\noutstanding Ordinary Shares, except for adjustments resulting from the treatment of fractional shares.\n\n \n\n**Departure\nof Directors or Certain Officers and Appointment of Certain Directors and Officers**\n\n \n\n*Hung, CHEUNG*\n\n \n\nEffective\non April 1, 2025, Hung, CHEUNG resigned as a Director of the Company.\n\n \n\n*Kwok\nKuen, YUEN*\n\n \n\nEffective on January 15, 2025, Kwok Kuen, YUEN (“Mr. Yuen”)\nresigned as the Chief Financial Officer of the Company.\n\n \n\n*Kong Wai, WONG*\n\n* *\n\nOn January 15, 2025, the board of directors\nof the Company approved the appointment of Kong Wai, WONG (“Mr. Wong”) as the Chief Financial Officer the Company, effective\nimmediately, to fill the vacancy of Mr. Yuen. In connection with Mr. Wong’s appointment as the Chief Financial Officer of\nthe Company, the Company and Mr. Wong entered into an agreement and agreed to receive annual compensation of HK$ 420,000 (approximately\nUS$ 53,950).\n\n \n\n43\n\n \n\n \n\n*Wai Chun, CHIK*\n\n \n\nEffective on December 31, 2025, Ms. Wai Chun CHIK\n(“Ms. Chik”) resigned as an independent director, chairwoman of the Compensation Committee, member of the Audit Committee\nand member of the Nominating Committee of the Company.\n\n \n\n*Yuen Cheong Carp, LEE*\n\n \n\nEffective on December 31, 2025, the board of directors\nof the Company approved the appointment of Mr. Yuen Cheong Carp, LEE (“Mr. Lee”) as an independent director, chairman of the\nCompensation Committee, member of the Audit Committee and member of the Nominating Committee of the Company, to fill the vacancy of Ms.\nChik.\n\n \n\nEffective on February 23, 2026, Mr. Lee ceased\nto hold the above positions and was redesignated as an executive Director of the Company.\n\n \n\n*Sze Man, CHEUNG*\n\n \n\nEffective on February 23, 2026, the board of directors\nof the Company approved the appointment of Ms. Sze Man, CHEUNG as an independent director, chairwoman of the Compensation Committee, member\nof the Audit Committee and member of the Nominating Committee of the Company, to fill the vacancy of Mr. Lee.\n\n \n\n**Corporate Structure**\n\n \n\nThe following diagram illustrates the corporate\nstructure of Top Wealth Group Holding Limited and its subsidiaries as of the date of this annual report:\n\n \n\n** **\n\n**Holding Company Structure**\n\n \n\nTW Cayman is a holding company incorporated in the Cayman Islands with\nno material operations of its own. We conduct our operations primarily in Hong Kong through our Operating Subsidiaries in Hong Kong. Investors\nin our Class A Ordinary Shares are purchasing equity securities of TW Cayman, the Cayman Islands holding company, instead of shares of\nour Operating Subsidiaries in Hong Kong. Investors in our Class A Ordinary Shares should be aware that they may never directly hold equity\ninterests in our Operating Subsidiaries.\n\n \n\nAs a holding company, TW Cayman may rely on dividends and other distributions\non equity paid by its subsidiaries for its cash and financing requirements. If our existing Operating Subsidiaries or any newly formed\nones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to\nus.\n\n \n\n44\n\n \n\n \n\n**Transfers of Cash between Our Company and\nOur Subsidiaries**\n\n \n\nOur management monitors the cash position of\neach entity within our organization regularly and prepare budgets on a monthly basis to ensure each entity has the necessary funds to\nfulfill its obligation for the foreseeable future and to ensure adequate liquidity. In the event that there is a need for cash or a potential\nliquidity issue, it will be reported to our Chief Financial Officer and subject to approval by our board of directors, we will enter\ninto an intercompany loan for the subsidiary.\n\n \n\nFor TW Cayman to transfer cash to its subsidiaries,\nTW Cayman is permitted under the laws of the Cayman Islands and its memorandum and articles of association to provide funding to our\nsubsidiaries incorporated in the British Virgin Islands and Hong Kong through loans or capital contributions without restrictions\non the amount of the funds. TW Cayman’s subsidiary, TW BVI, formed under the laws of the British Virgin Islands is permitted under\nthe laws of the British Virgin Islands to provide funding to its Operating Subsidiary, TW HK, formed in Hong Kong through loans or capital\ncontributions without restrictions on the amount of the funds. For the subsidiaries to transfer cash to TW Cayman, according to the BVI\nBusiness Companies Act 2004 (as amended), a British Virgin Islands company may make dividends distribution to the extent that immediately\nafter the distribution, such company’s assets do not exceed its liabilities and that such company is able to pay its debts as they\nfall due. According to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available\nfor distribution. Other than the above, we did not adopt or maintain any cash management policies and procedures\nas of the date of this annual report.\n\n \n\nTW Cayman has not made any dividends or distributions\nto U.S. investors as of the date of this annual report. During the fiscal years ended December 31, 2025, 2024, and 2024, no dividends\nor distribution have been made to date by our subsidiaries.\n\n \n\nUnder the current practice of the Inland Revenue\nDepartment of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. The laws and regulations of the\nPRC on currency conversion control do not currently have any material impact on the transfer of cash from TW Cayman to TW HK from TW\nHK to TW Cayman. There are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of HK dollar into foreign\ncurrencies and the remittance of currencies out of Hong Kong, nor is there any restriction on any foreign exchange to transfer cash between\nTW Cayman and its subsidiaries, across borders and to U.S. investors, nor there is any restrictions and limitations to distribute earnings\nfrom the subsidiaries, to TW Cayman and U.S. investors and amounts owed.\n\n \n\nFor TW Cayman to make dividends to its shareholders,\nsubject to the  Companies Act (Revised) of the Cayman Islands , which we refer to as the Companies Act below, and our Memorandum\nand Articles of Association, our board of directors may authorize and declare a dividend to shareholders from time to time out of the\nprofits from the Company, realized or unrealized, or out of the share premium account, provided that the Company will remain solvent,\nmeaning the Company is able to pay its debts as they come due in the ordinary course of business. There is no further Cayman Islands\nstatutory restriction on the amount of funds which may be distributed by us in the form of dividends.\n\n \n\nWe do not have any present plan to declare or\npay any dividends on our Ordinary Shares in the foreseeable future. We currently intend to retain all available funds and future earnings,\nif any, for the operation and expansion of our business. Any future determination related to our dividend policy will be made at the\ndiscretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual\nrequirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in\nany future financing instruments, in our Memorandum and Articles of Association and in the Companies Act.\n\n \n\n**Emerging Growth Company Status**\n\n** **\n\nAs a company with less than US$1.235 billion\nin revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups\nAct of 2012, as amended, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other\nrequirements compared to those that are otherwise applicable generally to public companies. These provisions include exemption from the\nauditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s\ninternal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply\nwith any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such\nnew or revised accounting standards. Pursuant to the JOBS Act, we have elected to take advantage of the benefits of this extended\ntransition period for complying with new or revised accounting standards. As a result, our operating results and financial statements\nmay not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting\nstandards.\n\n \n\nWe will remain an emerging growth company until\nthe earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least US$1.235 billion; (ii)\nthe last day of our fiscal year following the fifth anniversary of the completion of our IPO; (iii) the date on which we have, during\nthe preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to\nbe a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which\nwould occur if the market value of our Ordinary Shares that are held by non-affiliates exceeds US$700 million as of the last business\nday of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to\nthe exemptions provided in the JOBS Act discussed above.\n\n \n\n45\n\n \n\n \n\n**Foreign Private Issuer Status**\n\n** **\n\nWe are incorporated in the Cayman Islands, and\nmore than 50 percent of our outstanding voting securities are not directly or indirectly held by residents of the United States. Therefore,\nwe are a “foreign private issuer,” as defined in Rule 405 under the Securities Act and Rule 3b-4(c) under\nthe Exchange Act. As a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act,\nwe will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting\ncompanies. For example, we will not be required to issue quarterly reports or proxy statements. We will not be required to disclose detailed\nindividual executive compensation information. Furthermore, our directors and executive officers will not be required to report equity\nholdings under Section 16 of the Exchange Act and will not be subject to the insider short-swing profit disclosure and recovery regime.\nIn addition, as a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to\ncorporate governance matters that differ significantly from the Nasdaq Stock Market corporate governance requirements. These practices\nmay afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq Stock Market corporate governance\nrequirements.\n\n \n\n**Implication of the Holding Foreign Companies\nAccountable Act (the “HFCAA”)**\n\n \n\nThe HFCAA was enacted on December 18, 2020. The\nHFCAA states if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not\nbeen subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit the company’s shares\nfrom being traded on a national securities exchange or in the over the counter trading market in the United States.\n\n \n\nOn March 24, 2021, the SEC announced that\nit had adopted interim final amendments to implement congressionally mandated submission and disclosure requirements of the HFCAA. The\ninterim final amendments will apply to registrants that the SEC identifies as having filed an annual report on Forms 10-K, 20-F, 40-F or\nN-CSR with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the\nPCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in that jurisdiction.\nThe SEC will implement a process for identifying such a registrant and any such identified registrant will be required to submit documentation\nto the SEC establishing that it is not owned or controlled by a governmental entity in that foreign jurisdiction, and will also require\ndisclosure in the registrant’s annual report regarding the audit arrangements of, and governmental influence on, such a registrant.\n\n \n\nOn June 22, 2021, the U.S. Senate passed\nthe Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which was signed into law on December 29, 2022,\namending the HFCAA and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its\nauditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years.\n\n \n\nOn 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.\n\n \n\nOn December 2, 2021, the SEC issued amendments\nto finalize rules implementing the submission and disclosure requirements in the HFCA Act, which took effect on January 10, 2022. The\nrules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public\naccounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a\nposition taken by an authority in foreign jurisdictions.\n\n \n\nOn December 16, 2021, PCAOB announced the PCAOB\nHFCA Act determinations (the “PCAOB determinations”) relating to the PCAOB’s inability to inspect or investigate completely\nregistered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special Administrative Region and dependency\nof the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong.\n\n \n\nOn August 26, 2022, the PCAOB announced\nthat it had signed a Statement of Protocol (the “SOP”) with the China Securities Regulatory Commission and the Ministry of\nFinance of China. The SOP, together with two protocol agreements governing inspections and investigations (together, the “SOP Agreement”),\nestablishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based\nin mainland China and Hong Kong, as required under U.S. law.\n\n \n\n46\n\n \n\n \n\nOn December 15, 2022, the PCAOB announced\nthat it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in\nmainland China and Hong Kong completely in 2022. The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable\nto inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However,\nwhether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered\nin mainland China and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our auditor’s\ncontrol. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and is making plans to resume\nregular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations\nas needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA\nif needed.\n\n \n\nWe have engaged Assentsure PAC as our current\nauditor. Assentsure PAC is headquartered in Singapore and registered with the PCAOB. Assentsure PAC is subject to the laws in the United\nStates, which enable the PCAOB to conduct regular inspections to assess the firm’s compliance with the relevant professional standards.\nOur previous auditor, Onestop Assurance PAC, is a firm headquartered in Singapore and registered with the PCAOB, is subject to laws in\nthe United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable\nprofessional standards. As of the date of this annual report, our current and previous auditors are not subject to the PCAOB determinations].** **However,\nin the event it is later determined that the PCAOB is unable to inspect or investigate completely the auditors, then such lack of inspection\ncould cause trading in the Company’s securities to be prohibited under the HFCAA, and ultimately result in a determination by a\nsecurities exchange to delist the Company’s securities. See “Item 3. Key Information — 3.D. Risk Factors —\nRisks Related to Our Ordinary Shares— *The PCAOB may be unable to inspect or fully investigate our auditors as required under\nthe Holding Foreign Companies Accountable Act, or the HFCAA, as amended. If the PCAOB is unable to conduct such inspections for two consecutive\nyears, the SEC will prohibit the trading of our shares. The delisting of our shares, or the threat of their being delisted, may materially\nand adversely affect the value of your investment. Additionally, the inability of the PCAOB to conduct inspections of our auditors would\ndeprive our investors of the benefits of such inspections.*” We cannot assure you whether Nasdaq or other regulatory authorities\nwill apply additional or more stringent criteria to us. Such uncertainty could cause the market price of our Class A Ordinary Shares\nto be materially and adversely affected.\n\n \n\n**Corporate Information**\n\n \n\nOur principal executive offices are located at\nUnits 714 & 715, 7F, Hong Kong Plaza, 188 Connaught Road West, Hong Kong. Our telephone number at this address\nis +852 36158567. Our registered office in the Cayman Islands is located at the office of Ogier Global (Cayman) Limited, 89 Nexus Way,\nCamana Bay, Grand Cayman, KY1-9009, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc. located\nat 122 East 42nd Street, 18th Floor, New York, NY 10168.\n\n \n\nInvestors should contact us for any inquiries\nthrough the address and telephone number of our principal executive offices. Our website is *https://www.imperialcristalcaviar.com/\nand https://ir.imperialcristalcaviar.com.*The information contained on our website is not a part of this annual report.\n\n \n\n**B. Business Overview**\n\n \n\n**Overview**\n\n \n\nOur mission\nis to become a world-renowned supplier of the finest selection of caviar and offer caviar-based gourmet products around the globe with\nunparalleled gastronomical experience. Capitalizing on this mission, we have been able to utilize the market experience to engage in wine\nand health products trading in 2025. For wine trading, we had started in 2022 and made significant contribution to our profits in 2025.\n\n \n\nHeadquartered in Hong Kong, we are a fast-growing\nsupplier of wine and caviar products. We are currently specialized in supplying high-quality sturgeons caviar. Our caviar is endorsed\nwith the Convention on International Trade in Endangered Species of Wild Fauna and Flora (“CITES”) permits, which certifies\nthat our caviar is legally traded. We are one of the major suppliers of caviar in Hong Kong. In 2025, we have diversified our supplying\nsource to reduce the risk of over-reliance on a single supplier for Caviar. We note a significant reduction of our caviar trading revenue\nwhich we believe is a short term nature owing to our changes in supplying side as well as repositioning ourselves in securing stable\nand high quality suppliers either through upstream long term contract or acquisition in the future.\n\n \n\n47\n\n \n\n \n\nSince we established our wine and caviar business\nin August 2021, we had supplied wine and caviar to our customers under their brand labels (i.e. private labeling) or without brand\nlabels. Subsequently in November 2021, we established our own caviar brand, “*Imperial Cristal Caviar*”, and started\nselling caviar under our own brand as well. With its exquisite package design, our branded caviar is ideal to be presented as both culinary\ndelights and festive gifts. Imperial Cristal Caviar has continuously achieved tremendous sales growth since its launch in the market.\n\n \n\nIn March 2023, as the addition to the gastronomical\nexperience of our caviar, we have commenced our wine trading business line, to complement our caviar business. For the fiscal year ended\nDecember 31, 2025, 2024, 2023, our wine trading business line contributed revenue of US$6,000,000, Nil and US$4,460,092. The\nfine wine we distribute include white wine, red wine, and Champagne, from various countries including France, Greek, and Spain,\netc. Our wine trading business only involves the distribution of fine wine within Hong Kong\non business-to-business (B2B) sales, primarily to our F&B related distributor customers, in particular, the F&B related distributor\ncustomers who we supply our caviar product. We do not import or manufacture the wine we distribute,\ninstead, we source the wines from our wine suppliers in Hong Kong on an as-demand per order basis. Therefore, we are not subject\nto the relevant licensing requirements that apply to sale of alcoholic beverages in Hong Kong.\n\n \n\nWe take pride in our well-tested, reliable caviar\nsupply chain management module, which helps ensure the palatability and freshness of our products when they reach our customers. We are\namong one of the few Hong Kong caviar suppliers being able to secure a long-term and exclusive supply of caviar raw products from\na PRC sturgeon farm. In April 2022, we entered into an exclusive supply agreement with the agent and sole distributor of a well-established\nsturgeon farm in Fujian, the PRC, which appointed us as its exclusive distributor in Hong Kong and Macau for conducting overseas\ndistribution and granted us the rights to procure caviar directly from it for a term of 10 years. This sturgeon farm is one of the\nsix existing PRC sturgeon farms which are officially permitted to export locally-bred roe. We have engaged a Hong Kong-based supply\nchain management company to handle the logistics, warehousing and packaging workflows in our supply chain, so we can strategically focus\non brand-building and product quality assurance.\n\n \n\nWe are dedicated to enhancing our brand awareness.\nAs part of our sales and marketing efforts, we have proactively participated in food expo and set up pop-up stores across the world.\nWe have also collaborated with famous food bloggers and used different online platforms and media coverage to promote and strengthen\nthe publicity of our products. We regularly invite chefs of notable hotels and restaurants to our tasting events. Currently, our caviar\nare served on the menus of various 5-star and Michelin-star restaurants in Hong Kong.\n\n \n\nWe generate all of our revenues, through our Operating\nSubsidiary, from trading of caviar, wine and health products. Our revenues for the years ended December 31, 2025, 2024 and 2023 were US$9.1\nmillion, US$4.7 million and US$16.9 million, , respectively. We have turned around from a loss before tax of approximately US$2.0 million\nfor the year ended December 31, 2024 to a profit before tax of approximately US$3.2 million for the year ended December 31,\n2025, and we have maintained a profit before tax of approximately US$2.4 for the year ended December 31, 2023.\n\n \n\nOur top five customers accounted for 100.0% and\n99.7% of our total revenues for the years ended December 31, 2025 and 2024. Our customers, including our top five customers, primarily\ninclude food and beverage (“F&B”) related distributors. We have strategically focused on business-to-business sales (B2B)\nwhich would allow us access to our customers’ sales network and consumer base that helps us maximize the reach of our products swiftly\nand effectively. As our wine and caviar products gain popularity worldwide, our customer base has continuously expanded as a result of\ncustomers’ referral and our marketing efforts. Our wine and caviar products are mainly sold to customers based in Hong Kong\nand a substantial portion are exported overseas by our customers. As our products gradually become more well-known in the international\nmarket, we aspire to expand our sales channels from only selling through distributors to selling our products directly to overseas customers.\n\n \n\n48\n\n \n\n \n\nFor the years ended December 31, 2025, 2024 and\n2023, our procurement from the single major supplier of caviar amounted to approximately nil, US$3.6\nmillion and US$6.2 million, respectively, representing approximately 0%, 100% and 64.3%, of our total purchases for the corresponding\nyear.\n\n \n\n**Competitive Strengths**\n\n \n\n**A fast-growing luxury wine and\ncaviar products supplier with a premier brand image**\n\n \n\nWe position ourselves as a luxury wine and caviar\nproducts supplier aiming to supply the finest selection of luxury wine and caviar products and offer gourmet products around the globe\nwith unparalleled gastronomical experience. We are currently specialized in supplying high quality sturgeons caviar. In November 2021,\nwe established our own caviar brand, “*Imperial Cristal Caviar*”. Imperial Cristal Caviar is highly recognized by consumers\nin terms of its tastiness, texture, palatability, appearance and packaging. Our packaging carries a delicate design that conveys elegance\nand exclusivity and is ideal to be presented as both culinary delights and festive gifts. Our house caviar products are also well-received by\nchefs of 5-star and Michelin-star restaurants who serve our caviar products on their menus.\n\n \n\n**An extensive distribution network which\nallows us to stay abreast of the latest trend and development of consumers’ taste**\n\n \n\nWe have access to an extensive distribution network\nwhich allows us to connect with a broad range of consumers around the world and to stay abreast of the latest trend and development of\nconsumers’ taste. Our caviar products are mainly sold to F&B related distributors in Hong Kong, which then export and\nresell such goods to downstream customers such as supermarket, retail stores, F&B chain and consumers across the world. Leveraging\nthe sales network and consumer base of our distributors, our caviar products have been exported overseas to different countries. Through\nsales channels that cover extensive points of sale across countries and regions, we serve a variety of consumer groups with diversified\ndemands, which deepens our market penetration and extends our geographical coverage.\n\n \n\n**A strict and comprehensive quality control\nsystem to effectively control our product safety and quality**\n\n \n\nFood safety and quality control are of paramount\nimportance to our reputation and business. To ensure food safety and quality, we have established a comprehensive set of standards and\nrequirements covering each facet of our supply chain, ranging from procurement, logistics, warehousing to packaging.\n\n \n\nWe carefully select the source of caviar supplies.\nWe have reviewed all certifications required from our caviar supplier in the PRC for, among other things, the operation of sturgeon farm\nin the PRC and exporting caviar products overseas. Our caviar products are endorsed with the CITES permits, which certifies that our\ncaviar is legally traded. We conduct sample inspection on each incoming batch of caviar.\n\n \n\n49\n\n \n\n \n\nOur food processing factory is operated by the\nsupply chain management company and we require its staff to follow a comprehensive set of operation manual and technical protocols prescribed\nby us. We provide instruction and regular on-the-job training to the processing staff to ensure their work standard and efficiency.\nIn order to maintain the quality and freshness of our caviar, our food processing factory is equipped with temperature control system\nthat mandates a prescribed temperature range. We implement strict and comprehensive measures in our food processing factory to ensure\nsanitation and hygiene at the premises, such as mandating the processing staff to wear standardized clothing, conducting regular inspection\non the packaging equipment and performing routine maintenance and cleaning.\n\n \n\nThe supply chain management company has designated\na quality control staff at our food processing factory to inspect and monitor the processing procedures. The quality control staff will\nconduct quality control testing and inspection throughout the packaging process and ensure the taste, size, quality and packaging of\nour caviar products conform with our quality standards and requirements.\n\n \n\nSince the establishment of our caviar business\nand up to the date of this annual report, we did not encounter any material food safety incidents and we had not experienced any product\nliability claims.\n\n \n\n**A stable and exclusive procurement source\nof caviar**\n\n \n\nWe take pride in our well-tested, reliable caviar\nsupply chain management module, which helps ensure the palatability and freshness of our products when they reach our customers. We are\namong one of the few Hong Kong caviar suppliers being able to secure long-term and exclusive supply of caviar from sturgeon\nfarm through continuing diversification of supply sources. Not only that we have entered into an exclusive supply agreement with a distributor\nof a well-established sturgeon farm in the PRC in April 2022, which appointed us as its exclusive distributor in Hong Kong\nand Macau for conducting overseas distribution and granted us the rights to procure caviar directly from it for a term of 10 years\nbut also our ability to diversify by securing new suppliers as well as constantly evaluating opportunities to engage in upstream acquisition.\nOur end-to-end supply chain business model not only improves cost efficiency, it also promotes consumers’ confidence in our\ncaviar products as well as facilitate our sales and marketing plans.\n\n \n\n**Growth Strategies**\n\n \n\n**Expand our global market presence**\n\n \n\nWe strive to strengthen our global market presence\nin developed markets with a strong consumer base, such as Europe, the United States, Japan, Dubai, Australia and Southeast Asia\n(collectively, the “Target Regions”). We intend to establish representative offices at each of the Target Regions to access\nthe local consumers. We currently plan to recruit local sales and marketing staff to conduct marketing activities in such regions, ranging\nfrom (i) conducting product promotion; (ii) brand building; (iii) maintaining regular communication with local customers;\n(iv) collecting feedbacks from local consumers on our products; and (v) maintaining regular communication and interaction with\ndifferent industry players, so we can stay abreast of the latest trend and development of local consumers’ tastes.\n\n \n\nAs our products gradually become more well-known in\nthe international market, we aspire to expand our sales channels from only selling through distributors to selling our products directly\nto overseas customers. Material obstacles that we have to overcome include (i) the competition for high-quality sales and distribution\npartners is intense and we may not be able to offer more favorable arrangement than our competitors; (ii) there may not be suitable distribution\nchannels or overseas customers in the markets that we planned to expand; (iii) we may not be able to hire, train and retain skilled local\nsales and marketing staffs; and (iv) we may encounter difficulties in adapting our logistics and management systems to an expanded distribution\nnetwork. However, leveraging our competitive strengths described in the paragraph headed “Competitive Strengths” above, we\nare confident that we will be able to expand our sales channels to overseas customers.\n\n \n\n50\n\n \n\n \n\n**Strengthen our sales and marketing activities**\n\n \n\nWe plan to strengthen our sales and marketing\nactivities and increase our market exposure and brand awareness by participating in food-expo and collaborating with luxurious restaurants,\nhotels and private clubs to host tasting events in different countries and regions. Further, we plan to invite the media and chefs from\nnotable restaurants and hotels to visit the sturgeon farm which supplies caviar raw products as well as vineyards that supply French\nwines to us. We believe we can provide the participants with a better understanding of our procurement source and vineyard visits giving\nthem stronger assurance with respect to our product safety, quality and hygienic conditions, wine tasting in Chateau experience thereby\nenhancing the brand image of our caviar and wine products.\n\n \n\n**Expand our procurement source and broaden\nour product portfolio**\n\n \n\nWe are committed to sourcing top-quality caviar\nfrom the best sturgeon farms around the world. We currently plan to expand our procurement source and broaden our product portfolio by\nexploring potential co-operations with sturgeon farms located in Europe and/or the United States. In identifying suitable caviar\nsuppliers, we will conduct on-site inspection at the selected sturgeon farms and conduct legal and business due diligence on their\nbackground and operations. We would also verify that the caviar supplied by the selected sturgeon farms complies with the Convention\non International Trade in Endangered Species of Wild Fauna and Flora. We believe that expansion in our product portfolio will provide\na wider selection of caviar for our customers in terms of places of origin, as well as species and ages of sturgeon.\n\n \n\nDepending on the availability of potential acquisition\ntargets, we also plan to carry out vertical expansion by acquiring non-controlling stakes in suitable sturgeon farms in Europe and/or\nthe United States. We believe that through integration with upstream sturgeon farms, we can guarantee a stable supply of caviar\nwith consistent high quality.\n\n \n\nWe will continue to expand our wine trading by\nsourcing appropriate premium and unique wine products to our affluent markets. Capitalizing our marketing efforts of caviar products,\nwe believe wine will be a good pairing for further penetration of our established clientele.\n\n \n\n**Our Caviar Products and Our Own Brand**\n\n \n\nHeadquartered in Hong Kong, we are a fast-growing\nsupplier of luxury caviar products. We are currently specialized in supplying premium class sturgeons caviar. Our caviar is endorsed\nwith the CITES permits, which certifies that our caviar is legally traded. We are one of the major suppliers of caviar in Hong Kong\nbeing able to secure a long-term and exclusive supply of caviar raw products from sturgeon farm.\n\n \n\nSince we established our caviar business in August 2021,\nwe had supplied caviar to our customers under their brand labels (i.e. private labelling) or without brand labels. Subsequently in November 2021,\nwe established our own caviar brand, “*Imperial Cristal Caviar*”, and started selling caviar under our own brand as\nwell. With its exquisite package design, our branded caviar is ideal to be presented as both culinary delights and festive gifts. Imperial\nCristal Caviar has continuously achieved tremendous sales growth since its launch in the market.\n\n \n\nThe table below sets forth details of our own\nbrand caviar products:\n\n \n\n**Product Line**\n \n**:**\n \n**Imperial**\n \n\n**Sturgeon Species**\n \n:\n \nHuso\nDauricus\n\n**Roe Size**\n \n:\n \n3.2mm – 3.4mm\n\n**Packaging Size**\n \n:\n \n\n10/30/50/100/250 gram\n\n \n\n \n\n \n\n \n\n \n\n**Product Line**\n \n**:**\n \n**Osietra**\n \n\n**Sturgeon Species**\n \n:\n \nAcipenser Schrenckii and\nHuso Dauricus\n\n**Roe Size**\n \n:\n \n2.9mm – 3.1mm\n\n**Packaging Size**\n \n:\n \n\n10/30/50/100/250 gram\n\n \n\n \n\n \n\n** **\n\n51\n\n \n\n \n\n**Our Customers**\n\n \n\nOur customers primarily and substantially include\nF&B-related distributors. We have strategically focused on business-to-business sales (B2B) which would allow us access to our customers’\nsales network and consumer base that helps us maximize the reach of our products swiftly and effectively. As our caviar products gain\npopularity worldwide, our customer base has continuously expanded as a result of customers’ referral and our marketing efforts.\n\n \n\nFurthermore, to complement our caviar business,\nin March 2023, we have commenced our wine trading business line.\n\n \n\nOur wine trading business only involves the distribution\nof fine wine within Hong Kong on business-to-business (B2B) sales, primarily to our F&B related distributor customers, in particular,\nthe F&B related distributor customers who we supply our caviar product.\n\n \n\nFor the year ended December 31, 2023, there\nwere three customers each generated over 10% of our total revenue for the period, and they in aggregate accounted for approximately 75.5%\nof our sales volume. Our top 3 customers for the year ended December 31, 2023 are, Mother Nature Health (HK) Limited, accounting\nfor 34.5 % of our sales volume in the period, Sunfun (China) Limited, accounting for 25.0% of our sales volume, A One Marketing Limited\naccounting for 16.5% of our sales volume.\n\n \n\nFor the year ended December 31, 2024, there\nwere three customers each generated over 10% of our total revenue for the period, and they in aggregate accounted for approximately 94.2%\nof our sales volume. Our top three customers for the year ended December 31, 2024 are, Sunfun (China) Limited accounting for 57.1%\nof our sales volume, Mother Nature Health (HK) Limited, accounting for 25.4% of our sales volume and King Health Investment Holdings Limited,\naccounting for 11.84% of our sales volume.\n\n \n\nFor the\nyear ended December 31, 2025, there were five customers each generated over 10% of our total revenue for the period, and they in\naggregate accounted for 100% of our total revenue\n\n \n\n**Geographical coverage**\n\n \n\nOur caviar products are mainly sold to customers\nbased in Hong Kong and a substantial portion are exported overseas by our customers. As our caviar products gradually become more\nwell-known in the international market, we aspire to expand our sales channels from only selling through distributors to selling our\nproducts directly to overseas customers.\n\n \n\nSubstantially all of the fine wine we distributed are sold to customers\nbased in Hong Kong.\n\n \n\n**Product return**\n\n \n\nDue to the perishable nature of caviar, we generally\ndo not accept any product return from our customers except under certain limited circumstances, such as when products are defective,\npoorly packaged or damaged or the quantity delivered was inconsistent with the purchase order. Our customers are normally required to\nreport any quality issue to us within three business days upon their receipt of our products. We have not experienced any material\nproduct return so far.\n\n \n\n**Credit and payment terms**\n\n \n\nWe generally grant our customers a credit period\nranging from 30 to 60 days from the invoice date. Our customers generally settle their payments in Hong Kong dollars by telegraphic\ntransfer.\n\n \n\n52\n\n \n\n  \n\n**Seasonality**\n\n \n\nUp to the date of this annual report, we have\nnot experienced any pronounced seasonality, but such fluctuations may have been masked by our rapid growth.\n\n \n\n**Pricing Strategies**\n\n \n\nThe selling prices of our caviar products are\ndetermined on a cost-plus pricing approach with reference to, among other things, cost of sales which mainly represents procurement costs\nand costs incurred in relation to our supply chain management and a percentage of mark-up over our estimated cost of sales. The percentage\nof mark-up may vary based on factors such as (i) prevailing market prices for different caviar products; (ii) size of purchase\norder; (iii) type of customer; (iv) length of relationship with the customer; (v) supply and demand mechanism in our target\nmarkets; (vi) consumer preference; and (vii) any positive impact on our brand reputation.\n\n \n\n**Sales and Marketing**\n\n \n\nWe have strategically focused on business-to-business\nsales (B2B) which would allow us access to our customers’ sales network and consumer base that helps us maximize the reach of our\nproducts swiftly and effectively. As our caviar products gain popularity worldwide, our customer base has gradually expanded as a result\nof customers’ referral and our marketing efforts.\n\n \n\nWe are dedicated to enhancing our brand awareness.\nOur sales and marketing representatives are primarily responsible for conducting business development and marketing activities. They\nare responsible for (i) enhancing our promotion and sales efforts; (ii) actively approaching and liaising with our existing\nand potential customers; and (iii) collecting feedbacks and handling any queries on our products from customers.\n\n \n\nAs part of our sales and marketing efforts, we\nhave proactively participated in food expo and set up pop-up stores across the world. We have also collaborated with famous food bloggers\nand used different online platforms and media coverage to promote and strengthen the publicity of our products. We regularly invite chefs\nof notable hotels and restaurants to our tasting events. Currently our caviar products are served on the menus of various 5-star as well\nas Michelin-star restaurants in Hong Kong.\n\n \n\n**Our Suppliers**\n\n** **\n\nFor 2025, the Company has two wine suppliers\nfor over 10% of the total purchases and no caviar supplier for over 10% of the total purchases. These two suppliers together accounted\nfor 62.91% of our total purchases.\n\n \n\nFor fiscal year ended December 31, 2025, we achieved\na significant wine purchase diversification to four wine suppliers which together accounted for 84.62% of the total purchase.\n\n \n\nThere are no limitations on our business or ability\nto enter contracts with other caviar producers than the previous single caviar supplier.\n\n  \n\nAs of the date of this annual report, we have\nnot experienced any material dispute with our suppliers and we do not foresee any material circumstances which would result in early termination\nof the supply agreement with our suppliers.\n\n \n\n**Quality Control**\n\n \n\nFood safety and quality control are of paramount\nimportance to our reputation and business. To ensure food safety and quality, we have established a comprehensive set of standards and\nrequirements covering each facet of our supply chain, ranging from procurement, logistics, warehousing to packaging.\n\n \n\nWe have adopted a stringent policy and procedure\non selecting the source of caviar supply. Due to the perishable nature of caviar, we strictly require the caviar processing procedures\nwhich involve over 10 works steps covering roe removal from sturgeons, washing and salting of caviar, to be completed over a timeframe\nof 15 minutes. We have reviewed all certifications required from our caviar supplier in the PRC for, among other things, the operation\nof sturgeon farm in the PRC and exporting caviar products overseas. Our caviar products are endorsed with the CITES permits, which certifies\nthat our caviar is legally traded. We conduct sample inspection on each incoming batch of caviar.\n\n \n\n53\n\n \n\n \n\nThe supply chain management company has designated\na quality control staff at our food processing factory to inspect and monitor the processing procedures. The quality control staff will\nconduct quality control testing and inspection throughout the packaging process and ensure the taste, size, quality and packaging of our\ncaviar products conform with our quality standards and requirements.\n\n \n\nOur caviar products are transported through cold-chain\nfrom the PRC sturgeon farm to the places designated by our customers in order to ensure their palatability and freshness.\n\n \n\nSince the establishment of our caviar business\nand up to the date of this annual report, we have not encountered any material food safety incidents and we had not experienced any product\nliability claims.\n\n \n\n**Insurance**\n\n \n\nWe maintain employees’ compensation insurance\nfor our directors and employees at our office with AXA General Insurance Hong Kong Limited, which covers the liability to make payment\nin the case of death, injury or disability of all our employees under the Employees’ Compensation Ordinance (Chapter 282 of\nthe Laws of Hong Kong) and at common law for injuries sustained at work. We believe that our current insurance policies are sufficient\nfor our operations.\n\n \n\n**Licenses and Permits**\n\n \n\nBoth the PRC and Hong Kong are parties to\nthe Convention on International Trade in Endangered Species of Wild Fauna and Flora (“CITES”). Pursuant to the Protection\nof Endangered Species of Animals and Plants Ordinance (Chapter 586 of the Laws of Hong Kong) (the “PESO”), the importation,\nintroduction from the sea, exportation, re-exportation and possession or control of specified endangered species of animals and plants,\nalong with parts and derivatives of those species, are regulated under the PESO. Schedule 1 to the PESO sets out a list of species\nand categorizes them into different appendices which are regulated with varying degrees of control under the PESO. Sturgeons are\nincluded as regulated species under the PESO. In compliance with the PESO, our caviar is endorsed with the CITES permits, which certifies\nthat our caviar is legally traded.\n\n \n\nWe do not\nimport or manufacture the wine we distribute, instead, we source the wines from our wine suppliers who are the wine importers in Hong\nKong on an as-demand per order basis. Therefore, we are not subject to the relevant licensing requirements that apply to the sale\nof alcoholic beverages in Hong Kong.\n\n \n\n**CITES permits**\n\n \n\nPursuant to the PESO, the importation, introduction\nfrom the sea, exportation, re-exportation and possession or control of specified endangered species of animals and plants, along with\nparts and derivatives of those species, are regulated under the PESO. Schedule 1 to the PESO sets out a list of species and\ncategorizes them into different appendices which are regulated with varying degrees of control under the PESO. Sturgeons are included\nas regulated species under the PESO.\n\n \n\n*Importation from the PRC to Hong Kong*\n\n \n\nUnder the PESO, an importer may import caviar\ninto Hong Kong from any other jurisdiction (including the PRC) only if the importer (i) obtains an import license issued by\nthe Director of Agriculture, Fisheries and Conservation Department of Hong Kong and produces such import license to an authorized\nofficer of the Customs and Excise Department; and (ii) produces and surrenders the CITES permit issued by the relevant authorities\nof the exporting country to the authorized officer, for retention and cancellation.\n\n \n\nIn compliance with the PESO, the sturgeon farm\nor its agent is responsible for applying for CITES permit from the relevant regulatory authority in the PRC, while the supply chain management\ncompany is responsible for applying for import license from the Director of Agriculture, Fisheries and Conservation Department of Hong Kong\non behalf of us.\n\n \n\n54\n\n \n\n \n\n*Exportation from Hong Kong to foreign\ncountries*\n\n \n\nPursuant to the PESO, prior to the re-exportation\nof caviar out of Hong Kong, the re-exporter shall, pursuant to the PESO, apply for a re-export license from the Director of Agriculture,\nFisheries and Conservation, which may be issued with or without conditions as the director considers appropriate. Any such re-export\nlicense obtained by the re-exporter shall be produced to an authorized officer of the Customs and Excise Department before the caviar\nis re-exported from Hong Kong.\n\n \n\nIn compliance with the PESO, we have engaged\nthe supply chain management company to apply for re-export license from the Director of Agriculture, Fisheries and Conservation Department\nof Hong Kong on behalf of us when our caviar products are to be exported to foreign countries.\n\n \n\n**Food factory license**\n\n \n\nPursuant to section 31(1) of the Food Business\nRegulation (Chapter 132X of the Laws of Hong Kong) (“FBR”), no person shall carry on or cause, permit or suffer\nto be carried on any food factory business except under and in accordance with a food factory license from the Food and Environmental\nHygiene Department of Hong Kong (the “FEHD”), which is required for the food business involving the preparation of food\nfor sale for human consumption off the premises.\n\n \n\nThe FEHD may grant a provisional food factory\nlicense to a new applicant who has fulfilled the basic requirements in accordance with the FBR pending fulfilment of all outstanding\nrequirements for the issue of a full food factory license. A provisional food factory licenses is valid for a period of six months\nor lesser and a full food factory license is valid generally for a period of one year, both subject to payment of the prescribed license\nfees and continuous compliance with the requirements under the relevant legislation and regulations. A provisional food factory license\nis renewable once and a full food factory license is renewable annually.\n\n \n\nIn compliance with the FBR, the supply chain management\ncompany, being the landlord of our food processing factory premises, has obtained a food factory license from the FEHD for the operation\nof our food processing factory, which is valid for one year from April 17, 2025 to April 17, 2026\nand thereafter operating in the same terms, subject to further renewal.\n\n \n\n**Environmental Protection**\n\n \n\nBoth the PRC and Hong Kong are parties to\nthe CITES. Pursuant to the Protection of Endangered Species of Animals and Plants Ordinance (Chapter 586 of the Laws of Hong Kong)\n(the “PESO”), the importation, introduction from the sea, exportation, re-exportation and possession or control of specified\nendangered species of animals and plants, along with parts and derivatives of those species, are regulated under the PESO. Schedule 1\nto the PESO sets out a list of species and categorizes them into different appendices which are regulated with varying degrees of control\nunder the PESO. Sturgeons are included as regulated species under the PESO. In compliance with the PESO, our caviar is endorsed\nwith the Convention on International Trade in Endangered Species of Wild Fauna and Flora (“CITES”) permits, which certifies\nthat our caviar is legally traded. For further details, please refer to the paragraph headed “Licenses and Permits” in this\nsection below.\n\n \n\nDue to the nature of our business, our operational\nactivities do not directly generate industrial pollutants. As such, we have not directly incurred any cost of compliance with applicable\nenvironmental protection rules and regulations as of the date of this annual report and do not expect that we will directly incur significant\ncosts for such compliance in the future.\n\n \n\nAs of the date of this annual report, we have\nnot come across any material non-compliance issues in respect of any applicable laws and regulations on environmental protection. We\nhave not been subject to any administrative sanctions or penalties that have a material and adverse effect on our financial condition\nor business operation.\n\n \n\n55\n\n \n\n \n\n**Regulations**\n\n \n\nOur business operations are conducted in Hong Kong\nand are subject to Hong Kong laws and regulations. Below summarize the most significant rules and regulations that affect our business\nactivities in Hong Kong.\n\n** **\n\n**Public Health and Municipal Services Ordinance**\n\n \n\nThe legal framework for food safety control in\nHong Kong is set out in Part V of the Public Health and Municipal Services Ordinance (Chapter 132 of the Laws of Hong Kong)\n(the “Public Health Ordinance”) and the relevant sub-legislations thereunder. The Public Health Ordinance requires the\nmanufacturers and sellers of food to ensure that their products are fit for human consumption and comply with the requirements in respect\nof food safety, food standards and labeling.\n\n \n\nAs the business of our Group principally involves\nretail of natural and organic foods in Hong Kong, our Group is subject to the Public Health Ordinance.\n\n \n\nSection 50 of the Public Health Ordinance\nprohibits the manufacturing, advertising and sale in Hong Kong of food or drugs that are injurious to health. Anyone who fails to\ncomply with this section commits an offence which carries a maximum penalty of HK$10,000 and imprisonment for three months.\n\n \n\nSection 52 of the Public Health Ordinance\nprovides that, subject to a number of defenses in section 53 of the same ordinance, if a seller sells to the prejudice of a purchaser\nany food or drug which is not of the nature, substance or quality of the food or drug demanded by the purchaser, the seller shall be\nguilty of an offence which carries a maximum penalty of HK$10,000 and imprisonment for three months.\n\n \n\nAccording to section 54 of the Public Health\nOrdinance, any person who sells or offers or exposes for sale or has in his possession for the purpose of sale or preparation for sale\nor deposits with, or consigns to, any person for the purpose of sale or of preparation for sale, any food intended for, but unfit for,\nhuman consumption, or any drug intended for use by human but unfit for that purpose, shall be guilty of an offence. The maximum penalty\nfor contravention of section 54 is a fine of HK$50,000 and imprisonment for six months.\n\n \n\nSection 61 of the Public Health Ordinance\nprovides that it shall be an offense for any person to give with any food or drug sold by him/her, or to display with any food or drug\noffered for sale by him/her, any label which falsely describes the food or drug or which is calculated to mislead as to its nature, substance\nor quality. Further, it shall also be an offense if any person publishes, or is a party to the publication of, an advertisement falsely\ndescribing any food or drug or that is likely to mislead as to the nature, substance or quality of any food or drug. However, the offender\ncan rely on warranty as a defense.\n\n \n\nSection 71(2) of the Public Health\nOrdinance specifies that if a warranty is given by a person resident outside Hong Kong, it shall only be a defense if the company\n(i) has, not later than three clear days before the date of the hearing, sent to the prosecutor a copy of the warranty with\na notice stating that he/she intends to rely on it and specifying the name and address of the person from whom he/she received it; and\n(ii) has also sent a like notice to that person. In addition, the company has to prove that it had taken reasonable steps to ascertain,\nand did in fact believe in, the accuracy of the statement contained therein.\n\n \n\n**Import and Export Ordinance**\n\n \n\nThe Import and Export Ordinance (Chapter 60\nof the Laws of Hong Kong) provides for the regulation and control of, amongst other things, the import and export of articles into\nor out of Hong Kong. According to the Import and Export (Registration) Regulations (Chapter 60E of the Laws of Hong Kong),\na subsidiary legislation of the Import and Export Ordinance, an importer is under an obligation to lodge with the Customs and Excise\nDepartment an accurate and complete import declaration through a specified “Government Electronic Trading Services” provider.\nFurther, a similar obligation is imposed on an exporter by the same Regulations.\n\n** **\n\n56\n\n \n\n \n\n**Food Safety Ordinance**\n\n \n\nFood Safety Ordinance (Chapter 612 of the\nLaws of Hong Kong) (the “Food Safety Ordinance”) establishes a registration scheme for food importers and food distributors\nto require the keeping of records by persons who acquire, capture, import or supply food and to enable food import controls to be imposed.\n\n* *\n\n*Registration as food importer or distributor*\n\n \n\nSections 4 and 5 of the Food Safety Ordinance\nrequire any person who carries on a food importation business or food distribution business to register with the Food and Environmental\nHygiene Department as a food importer or food distributor.\n\n \n\nAny person who does not register but carries\non a food importation or distribution business, without reasonable excuse, commits an offence and is liable to a maximum fine of HK$50,000\nand imprisonment for six months.\n\n \n\nRecord-keeping requirement relating to movement\nof food\n\n \n\nSection 22 of the Food Safety Ordinance\nprovides that a person who, in the course of business, imports food must record the following information about the acquisition of the\nfood:\n\n \n\n \n●\nthe date the food was acquired;\n\n \n\n \n●\nthe name and contact details\nof the person from whom the food was acquired;\n\n \n\n \n●\nthe place from where the\nfood was imported;\n\n \n\n \n●\nthe total quantity of the\nfood; and\n\n \n\n \n●\na description of the food.\n\n \n\nA record must be made under this section at or\nbefore the time the food is imported. Any person who fails to comply with the record-keeping requirement, without reasonable excuse,\ncommits an offence and is liable to a maximum fine of HK$10,000 and imprisonment for three months.\n\n \n\nSection 24 of the Food Safety Ordinance\nprovides that a person who, in the course of business, supplies food in Hong Kong by wholesale must record the following information\nabout the supply:\n\n \n\n \n●\nthe date the food was supplied;\n\n \n\n \n●\nthe name and contact details\nof the person to whom the food was supplied;\n\n \n\n \n●\nthe total quantity of the\nfood; and\n\n \n\n \n●\na description of the food.\n\n \n\nA record must be made under this section within\n72 hours after the time the supply took place. Any person who fails to comply with the record-keeping requirement, without\nreasonable excuse, commits an offence and is liable to a maximum fine of HK$10,000 and imprisonment for three months.\n\n** **\n\n**Protection of Endangered Species of Animals\nand Plants Ordinance**\n\n \n\nBoth China and Hong Kong are parties to\nthe Convention on International Trade in Endangered Species of Wild Fauna and Flora (“CITES”). The Protection of Endangered\nSpecies of Animals and Plants Ordinance (Chapter 586 of the Laws of Hong Kong) (the “PESO”) came into effect on\n1 December 2006 to give effect to the CITES in Hong Kong. The importation, introduction from the sea, exportation, re-exportation and\npossession or control of specified endangered species of animals and plants, along with parts and derivatives of those species, are thus\nregulated under the PESO. Schedule 1 to the PESO sets out a list of species and categorizes them into different appendices\nwhich are regulated with varying degrees of control under the PESO. Sturgeons (except the species included in Appendix I) are\nincluded as an “Appendix II species”.\n\n \n\n57\n\n \n\n \n\nUnder the PESO, an importer may import into Hong Kong\nfrom any other jurisdiction (including the PRC) caviar if (i) the importer produces the CITES permit issued by the relevant authorities\nof the exporting country to an authorized officer of the Customs and Excise Department; (ii) an authorized officer has inspected\nthe caviar to compare it with the particulars on the CITES permit and is satisfied that the particulars tally; and (iii) the importer\nsurrenders to the authorized officer the CITES permit for retention and cancellation.\n\n \n\nPrior to the re-exportation of caviar out\nof Hong Kong, the re-exporter shall, pursuant to the PESO, apply for a re-export license from the Director of Agriculture,\nFisheries and Conservation, which may be issued with or without conditions as the director considers appropriate. Any such re-export license\nobtained by the re-exporter shall be produced to an authorized officer of the Customs and Excise Department before the caviar is\nre-exported from Hong Kong.\n\n \n\nAs stipulated in the PESO, a person commits an\noffence if he or she imports caviar without an import license or re-exports caviar without a re-export license. A person guilty\nof an offence above is liable on conviction to a fine and imprisonment. Higher penalties can be imposed by the court if the offence is\ncommitted for commercial purposes.\n\n** **\n\n**Consumer Goods Safety Ordinance**\n\n \n\nThe Consumer Goods Safety Ordinance (Chapter 456\nof the Laws of Hong Kong) (the “Consumer Goods Safety Ordinance”) imposes a duty on manufacturers, importers and suppliers\nof certain consumer goods to ensure that the consumer goods they supply are safe and for incidental purposes.\n\n \n\nOur products, other than food (which are specifically\nexcluded under the schedule of the Consumer Goods Safety Ordinance), are regulated by the Consumer Goods Safety Ordinance and the Consumer\nGoods Safety Regulation (Chapter 456A of the Laws of Hong Kong) (the “Consumer Goods Safety Regulation”).\n\n \n\nSection 4(1) of the Consumer Goods\nSafety Ordinance requires consumer goods to be reasonably safe having regard to all of the circumstances including (a) the manner\nin which, and the purpose for which the products are presented, promoted or marketed; (b) the use of any mark in relation to the\nconsumer goods, instructions or warnings given for the keeping, use or consumption of the consumer goods; (c) reasonable safety\nstandards published by a standards institute or similar bodies for consumer goods of the description which applies to the consumer goods\nor for matters relating to consumer goods of that description; and (d) the existence of any reasonable means to make the consumer\ngoods safer.\n\n \n\nAccording to section 2(1) of the Consumer\nGoods Safety Regulation, where consumer goods on their packages are marked with, or where any labels affixed to or any documents enclosed\nin their packages contain, any warning or caution regarding the safe keeping, use, consumption or disposal, such warning or caution shall\nbe in both the English and the Chinese languages. Such warnings and cautions, as required by section 2(2) of the Consumer Goods\nSafety Regulation, shall be legible and be placed in a conspicuous position on (a) the consumer goods; (b) any package of the\nconsumer goods; (c) a label securely affixed to the package; or (d) a document enclosed in the package.\n\n** **\n\n**Food and Drugs (Composition and Labelling)\nRegulations**\n\n** **\n\nFood and Drugs (Composition and Labelling) Regulations\n(Chapter 132W of the Laws of Hong Kong) (the “Food and Drugs Regulations”), which are under the Public Health Ordinance,\ncontains provisions governing the advertising and labeling of food.\n\n \n\nRegulation 3 of the Food and Drugs Regulations\nprovides that the composition of foods and drugs specified in Schedule 1 shall be up to the standards as specified in that schedule.\nThe applicability of individual standards specified thereunder depends on whether the individual product in question is considered “drug”\nas defined in the Public Health Ordinance.\n\n \n\n58\n\n \n\n \n\nPursuant to Regulation 5 of the Food and\nDrugs Regulations, any person who advertises for sale, sells or manufactures for sale any food or drug which does not conform to the\nrelevant requirements as to the composition prescribed in Schedule 1 to the Food and Drugs Regulations commits an offence and is\nliable to a fine of HK$50,000 and imprisonment for six months.\n\n \n\nRegulation 4A of the Food and Drugs Regulations\nrequires all pre-packaged food and products sold by our Group (except for those listed in Schedule 4 thereto) to be marked\nand labeled in the manner prescribed in Schedule 3 to the Food and Drugs Regulations. Schedule 3 contains labeling requirements\nin respect of stating the product’s name or designation, ingredients, “best before” or “use by” date, special\nconditions for storage or instructions for use, manufacturer’s or packer’s name and address and count, weight or volume.\nAdditionally, Schedule 3 also includes requirements on the appropriate language or languages for marking or labelling pre-packaged food.\nContravention of those requirements may result in a conviction carrying a maximum penalty of HK$50,000 and imprisonment for six months.\n\n \n\nIn accordance with Regulation 4B of the\nFood and Drugs Regulations, generally pre-packaged food sold by our Group should be marked or labeled with its energy value and\nnutrient content in the manner prescribed in Part 1 of Schedule 5, and nutrition claims, if any, made on the label of the product\nor in any advertisement for the product should comply with Part 2 of Schedule 5. Contravention of those requirements may result\nin a conviction carrying a maximum penalty of HK$50,000 and imprisonment for six months.\n\n** **\n\n**Food Business Regulation**\n\n \n\nRegulation 31 of the Food Business Regulation\n(Chapter 132X of the Laws of Hong Kong) (the “Food Business Regulation”) provides that, except under and in accordance\nwith a license granted under the Food Business Regulation, no person shall carry on or cause or permit or suffer to be carried on any\nfood business including a food factory. “Food factory” is defined as any food business which involves the preparation of\nfood for sale for human consumption off the premises.\n\n** **\n\n**Trade Descriptions Ordinance**\n\n \n\nThe Trade Descriptions Ordinance (Chapter 362\nof the Laws of Hong Kong) makes it an offence for any person, in the course of trade or business, to (i) apply for a false\ntrade description to any goods; (ii) supply or offer to supply any goods to which a false trade description is applied; or (iii) has\nin his possession for sale or for any purpose of trade or manufacture any goods to which a false trade description is applied. Furthermore,\npursuant to the same legislation, it is an offence for a person to import or export any goods to which a false trade description is applied.\n\n** **\n\n**Employment Ordinance**\n\n \n\nThe Employment Ordinance (Chapter 57 of\nthe Laws of Hong Kong) (the “EO”) provides for the protection of the wages of employees and regulates the general conditions\nof employment and employment agencies. Under the EO, an employee is generally entitled to, amongst other things, notice of termination\nof his or her employment contract; payment in lieu of notice; maternity protection in the case of a pregnant employee; not less than\none rest day in every period of seven days; severance payments or long service payments; sickness allowance; statutory holidays\nor alternative holidays; and paid annual leave of up to 14 days depending on the period of employment.\n\n** **\n\n**Employees’ Compensation Ordinance**\n\n \n\nThe Employees’ Compensation Ordinance (Chapter 282\nof the Laws of Hong Kong) (the “ECO”) is provides for the payment of compensation to employees injured in the course\nof employment. As stipulated by the ECO, an employer is required to take out an insurance policy to insure against the injury risk of\nhis or her employees. Any employer who contravenes this requirement commits a criminal offence and is liable on conviction to a fine\nand imprisonment. An employer who has taken out an insurance policy under the ECO is required to display a prescribed notice of insurance\nin a conspicuous place on each of its premises where any employee is employed.\n\n** **\n\n59\n\n \n\n \n\n**Minimum Wage Ordinance (Chapter 608\nof the Laws of Hong Kong)**\n\n \n\nThe Minimum Wage Ordinance provides for a prescribed\nminimum hourly wage rate (set at HK$43.1 per hour as at the date of this annual report) during the wage period for every employee engaged\nunder a contract of employment under the Employment Ordinance. Any provision of the employment contract which purports to extinguish or\nreduce the right, benefit or protection conferred on the employee by the Minimum Wage Ordinance is void.\n\n** **\n\n**Mandatory Provident Fund Schemes Ordinance\n(Chapter 485 of the Laws of Hong Kong) (“MPF Schemes Ordinance”)**\n\n \n\nEmployers are required to enroll their regular\nemployees (except for certain exempt persons) aged between at least 18 but under 65 years of age and employed for 60 days or\nmore in a Mandatory Provident Fund (“MPF”) scheme within the first 60 days of employment.\n\n \n\nFor both employees and employers, it is mandatory\nto make regular contributions into a MPF scheme. For an employee, subject to the maximum and minimum levels of income (set at HK$30,000\nand HK$7,100 per month, respectively, as at the date of this annual report), an employer will deduct 5% of the relevant income on behalf\nof an employee as mandatory contributions to a registered MPF scheme with a ceiling (set at HK$1,500 as at the date of this annual report).\nEmployer will also be required to contribute an amount equivalent to 5% of an employee’s relevant income to the MPF scheme, subject\nonly to the maximum level of income (set at HK$30,000 as at the date of this annual report).\n\n \n\n**C. Organizational structure.**\n\n \n\nThe following is a list of our subsidiaries as\nof the date of this annual report.\n\n \n\n**Name of Subsidiary**\n \n**Jurisdiction of Incorporation or Organization**\n\nTop Wealth (BVI) Holding Limited\n \nBritish Virgin Islands\n\n \n \n \n\nTop Wealth Group (International) Limited\n \nHong Kong\n\n \n \n \n\nTWG International Limited\n \nHong Kong\n\n \n \n \n\nTWG Group Limited\n \nBritish Virgin Islands\n\n \n \n \n\nTWG Capital Limited\n \nBritish Virgin Islands\n\n \n \n \n\nAirentity International Limited\n \nBritish Virgin Islands\n\n \n \n \n\nAirentity Technology Limited\n \nHong Kong\n\n \n\nThe following diagram illustrates the corporate\nstructure of Top Wealth Group Holding Limited and its subsidiaries as of the date of this annual report:\n\n \n\n \n\n60\n\n \n\n \n\n**D. Property, Plant and Equipment**\n\n \n\n**Facilities**\n\n \n\nAs of the date of this annual report. we entered\ninto the following lease agreements:\n\n \n\n**Location**\n \n**Term of Lease**\n \n**Usage**\n\nUnits 714 & 715, 7/F\nHong Kong Plaza\n188 Connaught Road West\nSai Wan, Hong Kong\n \nSeptember 10, 2025 to September 9, 2027\n \nPrincipal executive office\n\nFlat E, 8/F\nGolden Bear Industrial Centre\n66 Chai Wan Kok Street\nTsuen Wan, New Territories\nHong Kong\n \nSeptember 11, 2024 to March 11, 2026 thereafter operating in the same\nterms until termination\n \nFood processing factory and transportation supplier\n\n \n\nWe believe that we will be able to obtain adequate\nfacilities on reasonable terms principally through leasing, to accommodate our future expansion plans.\n\n \n\n**Intellectual Property**\n\n \n\nAs of the date of this annual report, we have\nregistered the following trademarks:\n\n \n\n**Place\nof registration**\n \n**Trademark**\n \n**Status**\n \n**Trademark\nNumber**\n \n**Classes**\n \n**Expiry\nDate**\n\nHong Kong\n \n\n \nRegistered, August 24,\n2022\n \n306044355\n \n29, 35\n \nAugust 23, 2032\n\nThe\nPRC\n \n\n \nRegistered, October 7,\n2022\n \n59662676\n \n29\n \nOctober 6, 2032\n\nMacau\n \n\n \nRegistered, August 10,\n2022\n \nN/194408\n \n29\n \nAugust 10, 2029"}