{"url_path":"/sec/yddl/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 KEY INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/2034723/0001213900-26-048051-index.html","accession_number":"0001213900-26-048051","cik":"0002034723","ticker":"YDDL","issuer_name":"One & one Green Technologies. INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/2034723/0001213900-26-048051-index.html","primary_entity_key":"0002034723","primary_entity_name":"One & one Green Technologies. INC"},"word_count":15994,"has_tables":true,"body_markdown":"**ITEM 3.\nKEY INFORMATION**\n\n \n\n**Company\nStructure**\n\n \n\nBelow\nis a chart illustrating our current corporate structure:\n\n \n\n \n\n1\n\n \n\n \n\n**Holding\nCompany Structure**\n\n \n\nOne\nand one Cayman was incorporated on April 17, 2024, under the laws of the Cayman Islands. As of the date of this annual report, the\nauthorized share capital of the Company is US$50,000 divided into 500,000,000 ordinary shares, consisting of 489,796,040 Class A Ordinary\nShares and 10,203,960 Class B Ordinary Shares, of which 44,096,040 Class A Ordinary Shares and 10,203,960 Class B Ordinary Shares\nare issued and outstanding. The Company is a holding company and is currently not actively engaging in any business. You may never hold\nequity interests in the operating entities in the Philippines. Further, One and one Cayman receives the economic benefits of the operations\nof two VIEs in the Philippines through an intermediate holding company (i.e., One and one HK) pursuant to the Contractual Arrangements.\n\n \n\nOne\nand one HK was incorporated on May 29, 2024, under the laws and regulations in Hong Kong. One and one HK is a wholly owned\nsubsidiary of the Company. One and one HK is a holding company and is currently not actively engaging in any business.\n\n \n\nDL\nMetal was established on March 3, 2022, under the laws of the Philippines. Yoda Metal was established on March 20, 2014, under\nthe laws of the Philippines. One and one HK controls 100% of Yoda Metal and DL Metal through the Contractual Arrangements.\n\n \n\nAlthough\nwe took every precaution available to effectively enforce the contractual and corporate relationship above, these Contractual Arrangements\nmay still be less effective than direct ownership and that the Company may incur substantial costs to enforce the terms of these Contractual\nArrangements. For example, the VIEs and their shareholders could breach the Contractual Arrangements with us by, among other things,\nfailing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests. If One and\none Cayman had direct ownership of the VIEs, One and one Cayman would be able to exercise its rights as a shareholder to effect changes\nin the board of directors of the VIEs, which in turn could implement changes, subject to any applicable fiduciary obligations, at the\nmanagement and operational level. However, under the current Contractual Arrangements, we rely on the performance by the VIEs and their\nshareholders of their obligations under the Contractual Arrangements to exercise our rights as the primary beneficiary of the VIEs. The\nshareholders of the VIEs may not act in the best interests of our company or may not perform their obligations under these contracts.\nAs a legal matter, if the VIEs or their shareholders fail to perform their obligations under these Contractual Arrangements, One and\none Cayman may have to incur substantial costs to enforce such Contractual Arrangements, and rely on legal remedies under Philippine\nlaws, including contract remedies, which may be time-consuming, unpredictable and expensive. The Contractual Arrangements are governed\nby Philippine laws and provide for the resolution of disputes through arbitration in the Philippines. The legal environment in the Philippines\nis not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the Philippine legal\nsystem could limit the ability of One and one Cayman to enforce these Contractual Arrangements. In the event One and one Cayman is unable\nto enforce these Contractual Arrangements, it may not be able to exert effective power as the primary beneficiary over the operating\nentities and it may be precluded from operating its business, which would have a material adverse effect on its financial condition and\nresults of operations. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the Philippines would recognize\nor enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities\nlaws of the United States or any state. For a detailed description of the risks related to the Contractual Arrangements with the\nVIEs, see “*Item 3. Key Information—D. Risk Relating to Our Business*.”\n\n \n\n**Philippines\nRegulatory Licenses, Permissions and Approvals**\n\n \n\nDetailed\nbelow are all of the major permits and licenses necessary for the Company to operate its business in the Philippines, the failure to\npossess any of which could have a material adverse effect on its business and operations. However, the materiality of the adverse effect\nwould depend on a case to case basis. The Company is required to have its permits to operate as a corporation, and its branches would\nhave its own permits. A large branch losing its permits would have a more significant effect on the Company as opposed to a small branch.\n\n \n\nThe\nCompany believes that it has all the applicable and material permits and licenses necessary to operate its business as currently conducted\nand such permits and licenses are valid, subsisting, or pending renewal.\n\n** **\n\n**Regulation\non Business in the Philippines**\n\n \n\nAs\nmandated by the Local Government Code of 1991, city and municipal mayors are mandated to issue, suspend and revoke business licenses\nand permits. Thus, corporations operating within the jurisdiction of the cities and municipalities are required to secure a business\npermit.\n\n** **\n\n**Regulation\non Waste Disposal in the Philippines**\n\n \n\nUnder\nSec. 4 of PD 1568 which created the Environmental Impact assessment system, “no person, partnership, or corporation shall undertake\nto operate any such declared environmentally critical project or area without first securing an Environmental Compliance Certificate.”\nECC is required for any activities that potentially has significant environmental impact. The company has acquired the Environmental\nCompliance Certificate.\n\n** **\n\n2\n\n \n\n** **\n\n**Regulation\non Taxation in the Philippines**\n\n \n\nThe\nNational Internal Revenue Code subjects sole proprietorship, partnership and corporation to internal revenue taxes in the Philippines.\nThese entities are required to register their businesses with the appropriate Bureau of Internal Revenue in order for them to issue official\nreceipts, file taxes, and claim for tax credits or deductions.\n\n** **\n\n**Regulation\non Corporations in the Philippines**\n\n \n\nThe\nRevised Corporation Code of the Philippines mandates the Securities and Exchange Commission to register corporations, collect fees from\nthe registering corporations, and prescribe reportorial requirements.\n\n** **\n\n**Regulation\non Exportation and Importation in the Philippines**\n\n \n\nThe\nBureau of Customs (“BOC”) is mandated to supervise and control the egress and ingress of goods in the Philippines. Persons\nor entities who intend to engage in the business of exportation and importation are required to be registered with the BOC.\n\n** **\n\n**Regulations\non Environmental Protection**\n\n \n\nThe\nPhilippines is known for its rich biodiversity and stunning natural landscapes. Due to rapid industrialization, urbanization, and unsustainable\nexploitation of natural resources, the Philippines faces significant environmental challenges. In response to these threats, the country\nhas enacted a comprehensive set of environmental laws aimed at conserving its natural resources, protecting its ecosystems, and promoting\nsustainable development including *Presidential Decree No. 1151, Republic Act No. 9729, Republic Act No. 6969, Republic Act No. 8749,\nRepublic Act No. 9003 and Republic Act No. 9275.*Potential foreign investors shall also comply with these environmental laws.\n\n** **\n\n**Foreign\nInvestment Laws and Restrictions**\n\n** **\n\n**Retail\nTrade Liberalization Act as Amended by R.A. 11595**\n\n \n\nRepublic\nAct No. 8762, or the Retail Trade Liberalization Act of 2000 (“**R.A. 8762**”), as amended by Republic Act No. 11595,\nliberalized the Philippine retail industry to encourage Filipino and foreign investors to forge an efficient and competitive retail trade\nsector in the interest of empowering the Filipino consumer through lower prices, high quality goods, better services, and wider choices.\nIt allowed non-Filipino citizens to participate in retail on a limited basis.\n\n \n\n“Retail\nTrade” is defined by R.A. 8762, as amended by R.A. 11595, to cover any act, occupation, or calling of habitually selling direct\nto the general public any merchandise, commodities, or goods for consumption. Under R.A. 8762, as amended by R.A. 11595, Foreign-owned\npartnerships, associations, and corporations may, upon registration with the Securities and Exchange Commission (SEC), or in case of\nforeign-owned single proprietorships, upon registration with the Department of Trade and Industry (DTI), engage or invest in the retail\ntrade business, under the following conditions:\n\n \n\n(a)A\nforeign retailer shall have a minimum paid-up capital of PhP 25 million;\n\n \n\n(b)The\nforeign retailer’s country of origin does not prohibit the entry of Filipino retailers;\nand\n\n \n\n(c)In\nthe case of foreign retailers engaged in retail trade through more than one (1) physical\nstore, the minimum investment per store must be at least PhP 10 million: Provided, That\nthis requirement shall not apply to foreign investors and foreign retailers who are legitimately\nengaged in retail trade and were not required to comply with the minimum investment per store\nat the time of the effectivity of this Act: Provided, further, That proof of qualification\nto engage in retail trade under Republic Act No. 8762 and its implementing rules and regulations\nis submitted to the DTI.\n\n \n\nThe\nforeign retailer shall be required to maintain in the Philippines at all times the paid-up capital PhP 25 million, unless the foreign\nretailer has notified the SEC or the DTI, whichever is appropriate, of its intention to repatriate its capital and cease operations in\nthe Philippines. The actual use in Philippine operations of the minimum paid-up capital shall be monitored by the SEC, or by the DTI,\nwhichever is appropriate.\n\n \n\nFailure\nto maintain in the Philippines the paid-up capital required in the preceding paragraph, prior to notification of the SEC or the DTI,\nwhichever is appropriate, shall subject the foreign retailer to penalties or restrictions on any future trading activities/business in\nthe Philippines.\n\n \n\nFor\npurposes of registration with the SEC or DTI, the foreign retailer shall submit a certification from the Bangko Sentral ng Pilipinas\n(BSP) of the inward remittance of its capital investment, or in lieu thereof, such other proof certifying that is capital investment\nis deposited and maintained in a bank in the Philippines.\n\n \n\n3\n\n \n\n \n\nThe\nimplementing rules and regulations (“**IRR**”) of R.A. 8762, as amended by R.A. 11595, provides that foreign investors\nor foreign retailers may acquire shares in existing and operating retail stores, publicly listed or not. A foreign retailer is defined\nas a foreign national, partnership, association, or corporation of which more than forty percent (40%) of the capital stock\noutstanding and entitled to vote is owned and held by such foreign national, engaged in retail trade.\n\n \n\nForeign-owned\npartnerships, associations and corporation, upon registration with the SEC; on in case of foreign-owned single proprietorships, upon\nregistration with the Department of Trade and Industry (DTI), may engage or invest in retail trade, under the following conditions:\n\n \n\n●A\nforeign retailer shall have minimum paid-up capital of PhP25 million;\n\n \n\n●The\nforeign retailer’s country of origin provides for reciprocity to Filipinos.\n\n** **\n\n**Foreign\nInvestments Act of 1991**\n\n \n\nRepublic\nAct No. 7042, otherwise known as the Foreign Investments Act of 1991 (“**Foreign Investments Act**”), liberalized\nthe entry of foreign investment into the Philippines. As a general rule, there are no restrictions on extent of foreign ownership of\nexport enterprises. In domestic market enterprises, foreigners can invest as much as one hundred percent (100%) equity except in areas\nincluded in the Foreign Investment Negative List. The latest Foreign Investment Negative List (Twelfth) maintains the prohibition of\nforeign equity for retail trade enterprises with paid-up capital of less than PhP25 million under R.A. 11595, amending R.A. 8762.\n\n \n\nFor\nthe purpose of complying with nationality laws, the term “Philippine National” is defined under the Foreign Investments Act\nas any of the following:\n\n \n\n●a\ncitizen of the Philippines;\n\n \n\n●a\ndomestic partnership or association wholly owned by citizens of the Philippines;\n\n \n\n●a\ncorporation organized under the laws of the Philippines of which at least 60% of the capital\nstock outstanding and entitled to vote is owned and held by citizens of the Philippines;\n\n \n\n●a\ncorporation organized abroad and registered to do business in the Philippines under the Revised\nCorporation Code of the Philippines, of which 100% of the capital stock outstanding and entitled\nto vote is wholly owned by Filipinos; or\n\n \n\n●a\ntrustee of funds for pension or other employee retirement or separation benefits, where the\ntrustee is a Philippine National and at least 60% of the fund will accrue to the benefit\nof Philippine Nationals.\n\n \n\nFor\nas long as the percentage of Filipino ownership of the capital stock of the corporation is at least 60% of the total shares outstanding\nand voting, the corporation shall be considered as a 100% Filipino-owned corporation.\n\n** **\n\n**Registration\nof Foreign Investments and Exchange Controls**\n\n \n\nUnder\ncurrent BSP regulations, an investment in Philippine securities must be registered with the BSP if the foreign exchange needed to service\nthe repatriation of capital and/or the remittance of dividends, profits, and earnings derived from such shares is to be sourced from\nthe Philippine banking system. If the foreign exchange required to service capital repatriation or dividend remittance will be sourced\noutside the Philippine banking system, registration with the BSP is not required. BSP Circular No. 471 issued on January 24, 2005\nsubjects foreign exchange dealers and money changers to RA No. 9160 (the Anti-Money Laundering Act of 2001, as amended) and\nrequires these non-bank sources of foreign exchange to require foreign exchange buyers to submit supporting documents in connection with\ntheir application to purchase foreign exchange for purposes of capital repatriation and remittance of dividends.\n\n \n\n**Cash and\nAsset Flows through Our Organization**\n\n \n\nOne\nand one Cayman is a holding company with no operations of its own. Its business operations are conducted through Contractual Arrangements\nbetween the intermediary holding company, One and one HK, and the VIEs in the Philippines. One and one Cayman is permitted under Cayman\nIslands laws to provide funding to its subsidiary in Hong Kong through loans or capital contributions without restrictions on the\namount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements. According to the\nCompanies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available for distribution.\nIf One and one HK incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends\nto One and one Cayman.\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.\n\n \n\n4\n\n \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\npaid by us. The laws and regulations of the PRC do not currently have any material impact on transfer of cash from One and one Cayman\nto One and one HK or from One and one HK to One and one Cayman. There are no restrictions or limitations under the laws of Hong Kong\nimposed on the conversion of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong or across borders\nand to U.S. investors.\n\n \n\nThe\nCompany’s business is conducted through the VIEs. Funds may be paid by the VIEs to One and one HK as service fees pursuant\nto the Contractual Arrangements. The Company may rely on dividends paid by the intermediary holding company (i.e., One and one HK) for\nits working capital and cash needs, including the funds necessary: (i) to pay dividends or cash distributions to its shareholders,\n(ii) to service any debt obligations and (iii) to pay operating expenses. Cash dividends, if any, on our Ordinary Shares\nwill be paid in U.S. dollars.\n\n \n\nIn\norder for us to pay dividends to our shareholders, we may rely on payments made from the VIEs to One and one HK and from One and one\nHK to One and one Cayman. For the fiscal years ended December 31, 2025 and 2024 and as of the date of this annual report, the VIEs\nhave not made any transfers, loans, or distributions, and no transfers, dividends, and distributions have been made between One and one\nHK and VIEs, or to investors. We do not anticipate any difficulties or limitations on our ability to transfer cash between us, our subsidiary\nand VIEs. Other than the above discussed pursuant to the Contractual Arrangements, we do not have any cash management policies that dictate\nthe amount of such funding among the Group and the VIEs.\n\n \n\n**3.A.\n[Reserved]**\n\n \n\n**3.B. Capitalization\nand Indebtedness**\n\n \n\nNot\nApplicable.\n\n \n\n**3.C. Reasons\nfor the Offer and Use of Proceeds**\n\n \n\nNot\nApplicable.\n\n \n\n**3.D. Risk\nFactors**\n\n* *\n\n*Investing\nin our Class A Ordinary Shares is highly speculative and involves a significant degree of risk. You should carefully consider the following\nrisks as well as all other information contained in this annual report, including the matters discussed under the headings “Forward-Looking\nStatements” and “Item 5. Operating and Financial Review and Prospects” before you decide to make an investment in our\nClass A Ordinary Shares. The risks discussed below could materially and adversely affect our business, prospects, financial condition,\nresults of operations, cash flows, ability to pay dividends and the trading price of our Class A Ordinary Shares. Additional risks and\nuncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business,\nprospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or part of your\ninvestment.*\n\n* *\n\n*Such\nrisks are not exhaustive. We may face additional risks that are presently unknown to us or that we believe to be immaterial as of the\ndate of this annual report. Known and unknown risks and uncertainties may significantly impact and impair our business operations through\nour subsidiaries and VIEs in Hong Kong, and Philippines.*\n\n** **\n\n**Risk Factors\nSummary**\n\n \n\nOur\nbusiness is subject to numerous risks described in the section titled “Risk Factors” and elsewhere in this annual report.\nThe main risks set forth below and others you should consider are discussed more fully in the section entitled “Risk Factors”,\nwhich you should read in its entirety.\n\n \n\n**Risks\nRelated to Our Business**\n\n** **\n\n●We\ndo not have a long operating history as an integrated group.\n\n \n\n●We\nhave limited experience operating as a standalone public company.\n\n \n\n●We\nmay incur losses in the future.\n\n \n\n●Our\nhistorical financial and operating results are not a guarantee of our future performance.\n\n \n\n5\n\n \n\n \n\n●We\nhave a substantial supplier concentration with a limited number of suppliers accounting for\na substantial portion of our total purchases. Changes or difficulties in our relationships\nwith our suppliers and loss may harm our business and financial results.\n\n \n\n●We\nare currently dependent on a small group of customers for most of our revenue and the loss\nof, or a significant reduction in purchases by, one or more of our principal customers could\nmaterially and adversely affect our business, financial condition, and results of operations.\n\n \n\n●Our\nreliance on customers located in China and Hong Kong exposes us to significant geopolitical,\nregulatory, and economic risks that could adversely affect our business operations and financial\nperformance.\n\n \n\n●We\nmay face operational, regulatory, and reputational risks related to environmental compliance,\nworkplace safety, and the handling of waste materials\n\n \n\n●We\ndo not have any commercial insurance coverage.\n\n \n\n●We\nmay be subject to litigation and regulatory investigations and proceedings and may not always\nbe successful in defending ourselves against such claims or proceedings.\n\n \n\n●Our\nfuture strategic acquisitions, investments and partnerships could pose various risks, increase\nour leverage, dilute existing shareholders and significantly impact our ability to expand\nour overall profitability.\n\n \n\n●Any\nfailure by the VIEs or their shareholders to perform their obligations under our Contractual\nArrangements with them would have a material and adverse effect on our business.\n\n \n\n●Any\nlack of requisite approvals, licenses or permits applicable to our business, or any non-compliance\nwith relevant laws and regulations, may have a material and adverse effect on our business,\nfinancial condition, results of operations and prospects.\n\n \n\n●Any\nadverse material changes to the Philippines market (whether localized or resulting from global\neconomic or other conditions) such as the occurrence of an economic recession, pandemic or\nwidespread outbreak of an infectious disease, could have a material adverse effect on our\nbusiness, results of operations and financial condition.\n\n \n\n●We\nmay be affected by disruptions to our production.\n\n \n\n●We\nmay regularly encounter potential conflicts of interest, and our failure to identify and\naddress such conflicts of interest could adversely affect our business.\n\n \n\n**Risks\nRelated to Doing Business in the Philippines**\n\n** **\n\n●We\nmay face political and social instability.\n\n \n\n●Inflation\nin the Philippines could negatively affect our profitability and growth.\n\n \n\n●We\nmay face customs restrictions for the importation and exportation of metals.\n\n \n\n●Our\nability to source our products efficiently and cost-effectively could be negatively impacted\nif new trade restrictions are imposed, existing trade restrictions become more burdensome\nor relationships with exporters are impaired or terminated.\n\n \n\n●It\nmay be difficult for you to enforce any judgment obtained in the United States against us,\nour Directors, Executive Officers or our affiliates.\n\n \n\n**Risks\nRelated to Our Corporate Structure**\n\n** **\n\n●Our\ncorporate actions are substantially controlled by Ms. Caifen Yan, the Chair of the Board\nand Director of the Company, through One and one International Limited, which has the ability\nto control or exert significant influence over important corporate matters that require approval\nof shareholders, which may deprive you of an opportunity to receive a premium for your ordinary\nshares and materially reduce the value of your investment. Additionally, we may be deemed\nto be a “controlled company” and may follow certain exemptions from certain corporate\ngovernance requirements that could adversely affect our public shareholders.\n\n \n\n●We\nand our Hong Kong subsidiary rely on Contractual Arrangements with the VIEs and the VIEs’\nshareholders to operate their business, which may not be as effective as direct ownership\nin providing operational control.\n\n \n\n●We\nrely on dividends and other distributions on equity paid by the VIEs to fund any cash and\nfinancing requirements we may have. To the extent cash or assets in our business are held\nin Hong Kong or by One and one HK, such funds or assets may not be available to fund operations\nor for other use outside of Hong Kong.\n\n \n\n●Our\nChair of the Board and Director, Ms. Caifen Yan, has significant control over shareholder\nmatters and the minority shareholder will have little or no control over our affairs.\n\n \n\n6\n\n \n\n \n\n●We\nare a foreign private issuer within the meaning of the rules under the Exchange Act, and,\nas such, we are exempt from certain provisions applicable to U.S. domestic public companies.\n\n \n\n●As\na foreign private issuer, we are permitted to adopt certain home country practices in relation\nto corporate governance matters that differ significantly from Nasdaq corporate governance\nlisting standards. These practices may afford less protection to shareholders than they would\nenjoy if we complied fully with Nasdaq corporate governance listing standards.\n\n \n\n \n●\n\nWe\nmay lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.\n\n \n\n \n●\nWe are\na “foreign private issuer,” and our disclosure obligations differ from those of U.S. domestic reporting companies. As\na result, we may not provide you the same information as U.S. domestic reporting companies or provide information at different times,\nmaking it more difficult for you to evaluate our performance and prospects.\n\n \n\n●There\ncan be no assurance that we will not be a PFIC for U.S. federal income tax purposes\nfor any taxable year, which could result in adverse U.S. federal income tax consequences\nto U.S. holders of our Class A Ordinary Shares.\n\n \n\n**Risks\nRelated to Our Class A Ordinary Shares**\n\n** **\n\n●Our\nshare price may fluctuate significantly in the future and you may lose all or part of your\ninvestment, and litigation may be brought against us.\n\n \n\n●The\ndual class structure of our Class A Ordinary Shares has the effect of concentrating voting\ncontrol with our Chairman and CEO, and their interest may not be aligned with the interests\nof our other shareholders.\n\n \n\n●Our\nClass A Ordinary Shares may trade under $5.00 per share and thus would be known as “penny\nstock”. Trading in penny stocks has certain restrictions and these restrictions could\nnegatively affect the price and liquidity of our Class A Ordinary Shares.\n\n \n\n●We\nmay not be able to pay dividends in the future.\n\n \n\n●If\nwe fail to meet applicable listing requirements, Nasdaq may delist our Class A Ordinary Shares\nfrom trading, in which case the liquidity and market price of our Class A Ordinary Shares\ncould decline.\n\n \n\n●We\nhave incurred significant expenses and devoted other significant resources and management\ntime as a result of being a public company, which may negatively impact our financial performance\nand could cause our results of operations and financial condition to suffer.\n\n \n\n●If\nwe fail to maintain an effective system of disclosure controls and internal controls over\nfinancial reporting, our ability to timely produce accurate financial statements or comply\nwith applicable regulations could be impaired.\n\n \n\n●We\nare an emerging growth company within the meaning of the Securities Act and may take advantage\nof certain reduced reporting requirements.\n\n \n\n**Risks\nRelated to Our Business**\n\n** **\n\n**We\ndo not have a long operating history as an integrated group.**\n\n \n\nOne\nand one Cayman was incorporated as a holding company on April 17, 2024. While the VIEs have been in operation since 2014, we do not have\na long history of running an integrated group with standardized policies and procedures on which our past performance may be judged.\nGiven our limited operating history as an integrated group and the rapidly evolving market in which we compete, we may encounter operational,\nfinancial and other difficulties as we establish and expand our operations, product and service developments, sales and marketing, technology\nand general and administrative capabilities.\n\n** **\n\n**We\nhave limited experience operating as a standalone public company.**\n\n \n\nWe\nhave limited experience conducting our operations as a standalone public company. We may encounter operational, administrative, and strategic\ndifficulties as we adjust to operating as a standalone public company. This may cause us to react more slowly than our competitors to\nindustry changes and may divert our management’s attention from running our business or otherwise harm our operations.\n\n \n\nIn\naddition, since we are a public company, our management team will need to develop the expertise necessary to comply with the numerous\nregulatory and other requirements applicable to public companies, including requirements relating to corporate governance, listing standards\nand securities and investor relationships issues. As a standalone public company, our management will have to evaluate our internal controls\nsystem with new thresholds of materiality, and to implement necessary changes to our internal controls system. We cannot guarantee that\nwe will be able to do so in a timely and effective manner.\n\n** **\n\n7\n\n \n\n \n\n**We\nmay incur losses in the future.**\n\n \n\nFor\nthe years ended December 31, 2025, and December 31, 2024, the Company recorded net income of $11,811,614 and $6,476,772,\nrespectively. We anticipate that our operating expenses, together with the increased general administrative expenses of a public company,\nwill increase in the foreseeable future as we seek to maintain and continue to grow our business, in particular retail store expansion,\nattract potential customers, and further enhance our service offering. Our expenses when expressed in US dollars also are exposed to\nincreases due to depreciation of the Philippines Peso. These efforts may prove more expensive than we currently anticipate, and we may\nnot succeed in increasing our revenue sufficiently to offset these higher expenses. As a result of the foregoing and other factors, we\nmay incur net losses in the future and may be unable to achieve or maintain sufficient cash flows or profitability on a quarterly or\nannual basis for the foreseeable future.\n\n** **\n\n**Our\nhistorical financial and operating results are not a guarantee of our future performance.**\n\n \n\nOur\nannual and periodic financial results vary from year to year and from period to period, in response to a number of factors that we cannot\npredict, such as general business outlook and sentiment, economic market conditions, employment rates, inflation and interest rates and\nconsumer confidence. As such, we believe that our annual and periodic financial results are not a guarantee of our future economic performance\nand undue reliance should not be placed on such results for future speculative purposes.\n\n** **\n\n**We\nhave a substantial supplier concentration with a limited number of suppliers accounting for a substantial portion of our total purchases.\nChanges or difficulties in our relationships with our suppliers and loss may harm our business and financial results.**\n\n \n\nWe\nrely on a limited number of waste exporters and commercial agents as our suppliers. For the fiscal years ended December 31, 2025, and\nDecember 31, 2024, we had four and four major suppliers respectively, who accounted for more than 10% of our total purchases. For the\nyear ended December 31, 2025, four suppliers accounted for approximately 38.9%, 13.3%, 12.3%, and 10.6% of the total purchases. For the\nyear ended December 31, 2024, four suppliers accounted for approximately 45.7%, 12.6%, 10.7% and 10.5% of the total purchases.\n\n \n\nInherent\nrisks exist whenever procurement is concentrated with a limited number of suppliers. Our suppliers may fail to meet their procurement\nobligations, which may adversely affect our business. We enter into supply contracts with our suppliers, typically lasting for one year\nwith automatic one year extension absent either party’s objection. Both parties have the right to terminate the agreement upon\nnotifying the other party in advance. There is no assurance that we can continue to maintain stable and long-term business relationships\nwith any supplier. Failure to maintain existing relationships with the suppliers or to establish new relationships in the future could\nnegatively affect the Company’s ability to deliver products to customers in a price advantageous and timely manner. If the Company\nis unable to obtain ample supply of waste metal materials from existing suppliers or alternative sources of supply, the Company may be\nunable to satisfy the orders from its customers, which could materially and adversely affect our business, results of operations and\nfinancial condition.\n\n** **\n\n**We\nare currently dependent on a small group of customers for most of our revenue and the loss of, or a significant reduction in purchases\nby, one or more of our principal customers could materially and adversely affect our business, financial condition, and results of operations.**\n\n \n\nWe\nderive a significant portion of our revenue from a limited number of long-term, cooperative importer customers located primarily in Mainland\nChina and Hong Kong. As of the date of this annual report, we have established cooperative relationships with nine principal importers.\nWhile we enter into master sales agreements or purchase orders with these customers that specify key terms such as product specifications,\npricing, weight, delivery, and payment terms, such contracts may be written, oral, or implied through customary business practices, and\nare typically subject to six-month credit terms, which may be extended for large projects.\n\n \n\nFor\nthe fiscal years ended December 31, 2025, and 2024, we had three and three major customers respectively, who accounted for more than\n10% of our total revenue. For the year ended December 31, 2025, three customers accounted for approximately 26.8%, 48.8% and 24.4% of\nthe total revenue, respectively. For the year ended December 31, 2024, three customers accounted for approximately 56.37%, 22.23%, and\n17.43% of the total revenue.\n\n \n\nDue\nto this customer concentration, a loss of, or material reduction in orders from, any one of these key customers — whether\ndue to customer-specific factors, market conditions, shifts in demand, or deteriorating business relationships — could\nresult in a substantial decline in our revenue. In addition, if any of our major customers were to delay payment or become unable to\nmeet their financial obligations, it could adversely affect our liquidity and cash flow. Our dependence on a small group of customers\nexposes us to increased risks and limits our ability to mitigate downturns in specific customer segments or geographic regions.\n\n \n\nIf\nwe are unable to maintain our existing customer relationships, or if we fail to attract new customers to diversify our client base, our\nbusiness, financial condition, and results of operations may be materially and adversely affected.\n\n** **\n\n8\n\n \n\n \n\n**Our\nreliance on customers located in China and Hong Kong exposes us to significant geopolitical, regulatory, and economic risks that could\nadversely affect our business operations and financial performance.**\n\n \n\nWe\ncurrently depend on a limited number of long-term importers based in China and Hong Kong for the sale of our processed metal products.\nThe evolving political and legal landscape in China and Hong Kong, has introduced heightened legal and regulatory uncertainties for businesses.\nBoth China and Hong Kong maintain distinct import regulations, customs policies, and environmental standards. Sudden changes in import\nlicensing rules, inspection procedures, or restrictions on the import of scrap metal products could delay shipments, increase costs,\nor reduce demand for our products. While we are based in the Philippines, broader geopolitical tensions involving China — such\nas its relations with neighboring countries in the Asia-Pacific region — could indirectly impact trade routes, port access,\nor cross-border logistics efficiency, thereby affecting our ability to deliver products in a timely manner. Economic slowdowns, policy\nshifts, or financial instability within China and Hong Kong can also lead to decreased demand for our products, payment delays, or defaults\nby our customers. Such economic fluctuations can have a direct adverse effect on our revenue and profitability.\n\n** **\n\n**We\nmay face operational, regulatory, and reputational risks related to environmental compliance, workplace safety, and the handling of waste\nmaterials.**\n\n \n\nOur\noperations involve the processing of waste materials, including imported industrial residues that have undergone preliminary detoxification\nprior to transportation. While these materials are delivered to us in a secured manner, and we implement emission control systems during\nthe incineration and processing phases, our activities may still pose certain environmental and safety risks.\n\n \n\nWe\nare subject to Philippine environmental, and safety regulations governing emissions, waste handling, and workplace safety. These regulations\nmay become more stringent over time, potentially requiring us to upgrade our facilities, adopt new technologies, or incur higher compliance\ncosts. Any failure to comply with these regulations, or any perception of inadequate handling of materials, could result in fines, operational\ndelays, or reputational damage.\n\n \n\nIn\naddition, the sorting of scrap materials presents inherent occupational safety risks. Although we have adopted workplace safety protocols,\nany lapse or accident could disrupt operations, lead to regulatory scrutiny, or expose us to liability. Furthermore, inconsistent quality\nor composition of scrap materials, and any delays or disruptions in logistics, could impact our processing efficiency and operating margins.\n\n** **\n\n**We\ndo not have any commercial insurance coverage.**\n\n \n\nOur\ncompany does not currently maintain any insurance coverage, which exposes us to significant operational and financial risks. As a metal\nscrap processing company operating in the Philippines, we are highly dependent on our large workforce. In the event of accidents, workplace\ninjuries, or other unforeseen incidents, the absence of insurance could result in substantial financial liabilities and disruptions to\nour operations. Additionally, without insurance, we face increased risks related to property damage, equipment failures, and potential\nlegal claims, all of which could severely impact our business. This lack of insurance coverage may also affect our ability to attract\nand retain employees, further jeopardizing our operational stability and growth prospects. Consequently, our financial condition, results\nof operations, and overall business prospects could be materially and adversely affected by our lack of insurance.\n\n \n\nTo\nmitigate against such risk, we have outsourced our property security to professional safety officers who conduct regular, daily patrols\nto prevent emergency situations. All employees are provided with fully paid social insurance, which includes coverage for medical care\nand accident insurance.\n\n** **\n\n**We\nmay be subject to litigation and regulatory investigations and proceedings and may not always be successful in defending ourselves against\nsuch claims or proceedings.**\n\n \n\nAlong\nwith the growth and expansion of our business, we may be involved in litigation, regulatory proceedings, and other disputes arising outside\nthe ordinary course of our business. Such litigation and disputes may result in claims for actual damages, freezing of our assets, diversion\nof our management’s attention and reputational damage to us and our management, as well as legal proceedings against our directors,\nofficers, or employees, and the probability and amount of liability, if any, may remain unknown for long periods of time. In market\ndownturns, the number of legal claims and the amount of damages sought in litigation and regulatory proceedings may increase. Our clients\nmay also be involved in litigation, investigation or other legal proceedings, some of which may relate to deals that we have advised,\nwhether or not there has been any fault on our part.\n\n** **\n\n**Our\nfuture strategic acquisitions, investments and partnerships could pose various risks, increase our leverage, dilute existing shareholders\nand significantly impact our ability to expand our overall profitability.**\n\n \n\nAcquisitions\ninvolve inherent risks, such those relating to increased leverage and debt service requirements and post-acquisition integration challenges,\nwhich could have a material and adverse effect on our results of operations and/or cash flow and could strain our human resources. We\nmay be unable to successfully implement effective cost controls or achieve expected synergies as a result of a future acquisition. Acquisitions\nmay result in our assumption of unexpected liabilities and the diversion of management’s attention from the operation of our business.\nAcquisitions may also result in our having greater exposure to the industry risks of the businesses underlying the acquisition. Strategic\ninvestments and partnerships with other companies expose us to the risk that we may not be able to control the actions of our investees\nor partners, which could decrease the amount of benefits we realize from a particular relationship. We are also exposed to the risk that\nour partners in strategic investments and infrastructure may encounter financial difficulties that could lead to a disruption of investee\nor partnership activities, or an impairment of assets acquired, which could adversely affect future reported results of operations and\nshareholders’ equity. Acquisitions may subject us to new or different regulations or tax consequences which could have an adverse\neffect on our operations.\n\n \n\n9\n\n \n\n \n\nIn\naddition, we may be unable to obtain the financing necessary to complete acquisitions on attractive terms or at all. If we raise additional\nfunds through future issuances of equity or convertible debt securities, our existing shareholders could suffer significant dilution,\nand any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Class A Ordinary\nShares. Future equity financings would also decrease our earnings per share and the benefits derived by us from such new ventures or\nacquisitions might not outweigh or exceed their dilutive effect. Any additional debt financing we secure could involve restrictive covenants\nrelating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain\nadditional capital or to pursue business opportunities. Realization of any of the foregoing risks associated with future strategic acquisitions,\ninvestments and partnerships could materially and adversely affect our business, results of operations and financial condition.\n\n \n\nAs\nof the date of this annual report, we have not identified any specific acquisition, investment, or partnership target.\n\n** **\n\n**Any\nfailure by the VIEs or their shareholders to perform their obligations under our Contractual Arrangements with them would have a material\nand adverse effect on our business.**\n\n \n\nIf\nthe VIEs or their shareholders fail to perform their respective obligations under the Contractual Arrangements, we may have to incur\nsubstantial costs and expend additional resources to enforce such arrangements. We may also have to rely on legal remedies under Philippine\nlaw, including seeking specific performance or injunctive relief, and contractual remedies, which we cannot assure you will be sufficient\nor effective under Philippine law. For example, if the shareholders of the VIEs were to refuse to transfer their equity interests in\nthe VIEs to us or our designee if we exercise the purchase option pursuant to these Contractual Arrangements, or if they were otherwise\nto act in bad faith toward us, then we may have to take legal actions to compel them to perform their contractual obligations. In addition,\nif any third parties claim any interest in such shareholders’ equity interests in the VIEs, our ability to exercise shareholders’\nrights or foreclose the share pledge according to the Contractual Arrangements may be impaired. If these or other disputes between the\nshareholders of the VIEs and third parties were to impair our control over the VIEs, our ability to consolidate the financial results\nof the VIEs would be affected, which would in turn result in a material adverse effect on our business, operations and financial condition.\n\n \n\nThese\nContractual Arrangements are governed by and interpreted in accordance with the laws of the Philippines. The legal system in the Philippine\nis still developing. As a result, uncertainties in the Philippine legal system could limit our ability to enforce these Contractual Arrangements.\nFurther, there are very few precedents and little formal guidance as to how Contractual Arrangements in the context of a consolidated\nVIE should be interpreted or enforced under Philippine law. There remain significant uncertainties regarding the ultimate outcome of\nsuch arbitration should legal action become necessary. In addition, under Philippine law, rulings by arbitrators are final and parties\ncannot appeal the arbitration results in courts, and if the losing parties fail to carry out the arbitration awards within a prescribed\ntime limit, the prevailing parties may only enforce the arbitration awards in Philippine courts through arbitration award recognition\nproceedings, which would require additional expenses and delay. In the event we are unable to enforce the Contractual Arrangements, or\nwe experience significant delays or other obstacles in the process of enforcing these Contractual Arrangements, we may not be able to\nexert effective control over the VIEs and may lose control over the assets owned by them. As a result, we may be unable to consolidate\nthe consolidated financial statements of the Philippine operating entities and our ability to conduct business may be negatively affected.\n\n** **\n\n**Any\nlack of requisite approvals, licenses or permits applicable to our business, or any non-compliance with relevant laws and regulations,\nmay have a material and adverse effect on our business, financial condition, results of operations and prospects.**\n\n \n\nOur\nbusiness is subject to governmental supervision and regulation by various governmental authorities including, but not limited to, Bureau\nof Internal Revenue Philippines, Securities and Exchange Commission, Department of Trade and Industry Philippines, and various local\ngovernment units. Such government authorities promulgate and enforce laws and regulations that cover a variety of business activities\nthat our operations concern. These regulations in general regulate the entry into, the permitted scope of, as well as approvals, licenses\nand permits for, the relevant business activities.\n\n \n\nIn\naddition to obtaining necessary approvals, licenses and permits for conducting our business, we must comply with relevant laws and regulations.\nOur businesses, waste materials and scrap metal resource recovery, are subject to various and complex laws and regulations, extensive\ngovernment regulations and supervision. We may not be fully informed of all and new requirements under relevant laws and regulations\nin a timely manner, and even if we become aware of new requirements, due to uncertainties in their interpretations and implementation,\nit will be difficult for us to determine what actions or omissions would be deemed as violations of applicable laws and regulations.\nWe may also not be able to respond to evolving laws and regulations and take appropriate action in time to adjust our business model.\nAs a result, we may be in violation or non-compliance with such laws and regulations.\n\n \n\nDue\nto the uncertainties in the regulatory environment of the industries in which we operate, there can be no assurance that we have obtained\nor applied for all the approvals, permits and licenses required for conducting our business and all activities in the Philippines, or\nthat we would be able to maintain our existing approvals, permits and licenses or obtain any new approvals, permits and licenses if required\nby any future laws or regulations. If we fail to obtain and maintain approvals, licenses or permits required for our business, or to\ncomply with relevant laws and regulations, we could be subject to liabilities, fines, penalties and operational disruptions, or we could\nbe required to modify our business model, which could materially and adversely affect our business, financial condition and results of\noperations.\n\n** **\n\n10\n\n \n\n** **\n\n**Any\nadverse material changes to the Philippines market (whether localized or resulting from global economic or other conditions) such as\nthe occurrence of an economic recession, pandemic or widespread outbreak of an infectious disease, could have a material adverse effect\non our business, results of operations and financial condition.**\n\n \n\nSince\n2014, all of our revenue was derived from our operations in Philippines. Any adverse circumstances affecting the Philippines market,\nsuch as an economic recession, epidemic outbreak or natural disaster or other adverse incident, may adversely affect our business, financial\ncondition, results of operations and prospects. Any downturn in the industry which we operate in resulting in the postponement, delay\nor cancellation of contracts and delay in recovery of receivables is likely to have an adverse impact on our business and profitability.\n\n \n\nUncertain\nglobal economic conditions have had and may continue to have an adverse impact on our business in the form of lower net sales due to\nweakened demand, unfavorable changes in product price/mix, or lower profit margins. For example, global economic downturns have adversely\nimpacted some of our dealers who are particularly sensitive to business and consumer spending.\n\n \n\nAn\nepidemic or outbreak of communicable diseases may also adversely affect our business, financial condition, results of operations and\nprospects. The COVID-19 epidemic resulted in a global health crisis, causing disruptions to social and economic activities, business\noperations and supply chains worldwide, including in Philippines. Measures taken by the Philippines government to tackle the spread of\nCOVID-19 have included, among others, border closures, quarantine measures and lockdown measures.\n\n \n\nIn\nthe event of a resurgence of COVID-19, if a substantial number of our employees are infected with and/or are suspected of having COVID-19,\nand our employees are required to be quarantined and/or hospitalized, this may disrupt our ability to manage our business which may have\na material adverse effect on our business operations and reputation of our Group.\n\n** **\n\n**We\nmay be affected by disruptions to our production.**\n\n \n\nOur\nproduction site in the Philippines is subject to adverse weather conditions, including rainfall, flood and typhoons, which could disrupt\nour operations. These weather conditions may cause damage to infrastructure, including walls, roads, and other facilities at our plant,\nnecessitating costly repairs and maintenance. The occurrence of any of the above events may cause us to stop or suspend our production\nprocess, which would have an adverse impact on our business, financial position and profitability. While we have implemented measures\nto mitigate these risks, such as reinforcing infrastructure and roads, we cannot assure that these measures will be sufficient to prevent\nsignificant operational disruptions or financial losses. If we are unable to effectively manage these risks, our business, financial\ncondition, and results of operations could be materially and adversely affected.\n\n** **\n\n**We\nmay regularly encounter potential conflicts of interest, and our failure to identify and address such conflicts of interest could adversely\naffect our business.**\n\n \n\nWe\nface the possibility of actual, potential, or perceived conflicts of interest in the ordinary course of our business operations. Conflicts\nof interest may exist between (i) us and our clients; (ii) our clients; (iii) us and our employees; (iv) our clients\nand our employees or (v) us and our major shareholders. As we expand the scope of our business and our client base, it is critical\nfor us to be able to address timely potential conflicts of interest, including situations where two or more interests within our businesses\nnaturally exist but are in competition or conflict. We have put in place internal control and risk management procedures that are designed\nto identify and address conflicts of interest, including a procedure for presenting potential conflicts of interest to the audit committee\nof our Board of Directors. However, appropriately identifying and managing actual, potential, or perceived conflicts of interest is complex\nand difficult, and our reputation and our clients’ confidence in us could be damaged if we fail, or appear to fail, to deal appropriately\nwith one or more actual, potential, or perceived conflicts of interest. It is possible that actual, potential, or perceived conflicts\nof interest could also give rise to client dissatisfaction, litigation, or regulatory enforcement actions. Regulatory scrutiny of, or\nlitigation in connection with, conflicts of interest could have a material adverse effect on our reputation, which could materially and\nadversely affect our business in a number of ways, including a reluctance of some potential clients and counterparties to do business\nwith us. Any of the foregoing could materially and adversely affect our reputation, business, financial condition, and results of operations.\n\n \n\nA\nconflict of interest occurs when an individual’s private interest (or the interest of a member of his or her family or close friend(s) or\nbusiness associate(s)) interferes, or even appears to interfere, with the interests of our company as a whole. A conflict of interest\ncan arise when an employee, officer or Director (or a member of his or her family or a close friend(s) or business associate(s))\ntakes actions or has interests that may make it difficult to perform his or her work for our Company objectively and effectively. Conflicts\nof interest also arise when an employee, officer or Director (or a member of his or her family or close friend(s) or business associate(s))\nreceives improper personal benefits as a result of his or her position in our Company.\n\n \n\nDirectors\nand executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively\nfrom our audit committee. All other employees are required to approach our Chief Executive Officer or our Chief Financial Officer if\nthey have any questions about reporting a suspected conflict of interest.\n\n** **\n\n11\n\n \n\n** **\n\n**Risks\nRelated to Doing Business in Philippines**\n\n** **\n\n**We\nmay face political and social instability.**\n\n \n\nPotential\nforeign investors should take into consideration the political and social environment in the Philippines and its current international\nconflicts. This is because any change in the political and international relations of the Philippines could affect its business operations\nin the Philippines.\n\n \n\nRecently,\nthe Republic of the Philippines and the People’s Republic of China have been in a dispute in the West Philippine Sea (also known\nas the South China Sea). The dispute is a complex geopolitical issue with significant implications for regional stability, maritime security,\nand international law.\n\n \n\nThe\nmost recent development concerning this matter involves a confrontation between the Philippine coast guard and their Chinese counterparts.\nAccording to a statement from a Philippine government task force, China Coast Guard and Chinese Maritime Militia vessels engaged in acts\nof harassment, obstruction, and dangerous maneuvers during a routine resupply and rotation mission. The statement reported that during\nthe incident, two China Coast Guard ships fired water cannons at Unaizah May 4, a military chartered boat carrying replacement soldiers\nand supplies to Second Thomas Shoal, where Filipino troops are stationed on a grounded Philippine navy vessel, the BRP Sierra Madre.\nSecond Thomas Shoal, also called the Ayungin Shoal, serves as the location for BRP Sierra Madre, a navy vessel deliberately grounded\non the sandbank in 1999 to assert the Philippines’ claim in the West Philippine Sea.\n\n \n\nBefore\nthis incident, there were numerous harassments made by the Chinese coast guard to the boats of Philippine fishermen and the Philippine\ncoast guard. These incidents were aggravated by the Chinese government in insisting that former President Rodrigo Duterte entered a “secret\ndeal” with China wherein he purportedly relinquished the disputed territory in the West Philippine Sea to China and agreed not\nto have any repairs done on BRP Sierra Madre.\n\n \n\nDue\nto the rising tension in the West Philippine Sea the Philippines, together with the American, Australian and French forces, began the\nBalikatan 2024 in the West Philippine Sea. According to Lt. Den Jurney during the opening ceremony of the Balikatan exercise, “Balikatan\nis more than an exercise; it’s a tangible demonstration of our shared commitment to each other. It matters for regional peace,\nit matters for regional stability,” When we increase our mutual response and defense capabilities, we strengthen our ability to\npromote regional security and protect our shared interests.”\n\n \n\nMoreover,\nthe Philippines has experienced various terrorist attacks in the past years, with the Armed Forces of the Philippines engaged in\nconflicts with groups responsible for kidnapping and terrorism within the country. Additionally, bombings have occurred primarily in\nurban areas in the southern region of the Philippines.\n\n \n\nThe\nescalation of the tension in the West Philippine Sea and the frequency, severity, or geographic extent of these terrorist activities\ncould unsettle the Philippines and have detrimental effects on the nation’s economy. We cannot guarantee the stability of the political\nlandscape in the Philippines or the economic policies pursued by the current or future administrations, which may impact the regulatory\nframework for retail and trade industries.\n\n** **\n\n**Inflation\nin the Philippines could negatively affect our profitability and growth.**\n\n \n\nThe\neconomy of the Philippines experienced significant growth, leading to inflation and increased costs. For 2025, the country recorded an\nannual average inflation rate of 1.7%, lower than the annual average rate of 3.2% in 2024. For 2024, The country recorded an average\ninflation rate of 3.2%, lower than the annual average rate of 6% in 2023. High inflation and monetary tightening are likely to soon weigh\nmore significantly on domestic activity, which can negatively impact purchasing power and lead to tough financial decisions for company.\nInflation refers to a broad rise in the prices of raw material and products over time, eroding purchasing power for company but in another\nway increasing revenue. The fluctuation of price of raw material effects the stability of supply chain that may play negative impact\nto our operation.\n\n \n\nOur\noperations in the Philippines are exposed to inflationary pressures, which have been exacerbated by global supply chain disruptions,\nrising energy costs, and local economic factors. Inflation could lead to higher costs for materials, labor, and services, affecting the\nCompany’s operating expenses and margins if these increases cannot be passed on to customers.\n\n** **\n\n**We\nmay face customs restrictions for the importation and exportation of metals.**\n\n \n\nEvery\nbusiness engaged in the importation and exportation of goods is subject to regulatory framework marked by complexity and possible operational\nintricacies. The importation process is contingent upon meticulous compliance with a spectrum of regulations, encompassing customs procedures,\nhealth and safety standards, and adherence to evolving governmental policies.\n\n \n\n12\n\n \n\n \n\nYoda\nMetal is a retail and trading company. One of its primary purposes is to engage with the exportation and importation of all kinds of\nmetal scrap, goods, wares, merchandise, or products whether natural or artificial. Therefore, it is subject to the rules and regulations\nof the Philippines with respect to its importation and exportation activities.\n\n \n\nYoda\nMetal’s importation and exportation of metals should comply with the relevant directives and regulations of the Bureau of Customs\n(BOC). Republic Act. No. 10863, also referred to as the Customs Modernization and Tariff Act (CMTA), revised the Tariff and Customs Code\nof the Philippines, and serves as the primary law governing the importation and exportation process in the Philippines.\n\n \n\nPursuant\nto Sec. 104 of the CMTA, all goods imported into the Philippines, shall be subject to duty upon importation, including goods previously\nexported from the Philippines, unless otherwise exempted by the CMTA or other special laws.\n\n \n\nIt\nmust be noted that an imported product can be classified either as: (a) Free Importation and Exportation — goods\nthat may be freely imported into and exported without the need for other permits, licenses, and clearances; (b) Regulated Importation\nand Exportation — goods which are subject to regulation and requires prior declaration, clearances, licenses; (c) Restricted\nImportation and Exportation — goods which are generally prohibited unless the law grants a special exemption; and (d) Prohibited\nImportation and Exportation — goods which are expressly prohibited. One of the prohibited importations, as stated in\nSec. 118(d) of RA 10863, is any goods manufactured in whole or in part of gold, silver or other precious metals or alloys and the\nstamp, brand or mark does not indicate the actual fineness of quality of the metals or alloys.\n\n \n\nIn\nthe metal and steel processing and trading sector, Yoda Metal must adhere to rigorous regulations encompassing environmental standards,\nimport and export protocols, and trade guidelines. Securing the requisite permits and abiding by the regulations are fundamental aspects\nof its operations. It is crucial to acknowledge the dynamic nature of the legislative and regulatory framework within which we operate.\nChanges, whether in the form of new laws, amendments, or shifting interpretations, may lead to increased operational expenses or necessitate\nadjustments in its business methodologies.\n\n** **\n\n**Our\nability to source our products efficiently and cost-effectively could be negatively impacted if new trade restrictions are imposed, existing\ntrade restrictions become more burdensome or relationships with exporters are impaired or terminated.**\n\n \n\nThe\nPhilippine Constitution has a mandate that certain industries be wholly owned by Filipinos or majority of its ownership is held by Filipinos.\nForeign Investments Act of 1991 was also enacted to limit the amount of investment permitted to foreign investors.\n\n \n\nFailure\nto comply with the foreign ownership restrictions mandated by the Philippine Constitution and relevant laws can result in significant\nlegal and financial repercussions for the Company. Non-compliance may lead to the imposition of severe penalties, including fines, suspension\nor revocation of business permits and licenses. Additionally, the company could be subject to legal actions initiated by regulatory bodies\nor affected third parties, which could result in costly litigation and damage to the company’s reputation. This non-compliance\ncould also hinder the company’s ability to raise capital, expand operations, and attract future foreign investment, thereby adversely\naffecting its financial performance and growth prospects.\n\n** **\n\n**It\nmay be difficult for you to enforce any judgment obtained in the United States against us, our Directors, Executive Officers or\nour affiliates.**\n\n \n\nOne\nand one Cayman is a Cayman Island exempted company with limited liability and it conducts its operations through Contractual Arrangements\nwith operating entities in the Philippines. All of our directors and executive officers reside outside the United States. In addition,\nall of our assets are located outside the United States. As a result, it may be difficult to enforce in the United States any\njudgment obtained in the United States against us or any of these persons, including judgments based upon the civil liability provisions\nof the U.S. securities laws. In addition, in original actions brought in courts in jurisdictions located outside the United States,\nit may be difficult for investors to enforce liabilities based upon U.S. securities laws.\n\n \n\nAs\nof the date of this annual report, there is no treaty between the United States and the Philippines providing for the reciprocal\nrecognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any\nfederal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities\nlaws, would, therefore, not be automatically enforceable in the Philippines. It is not clear whether a Philippines court may impose civil\nliability on us, our directors and/or executive officers who reside in the Philippines in an action brought in the Philippine courts\nagainst us or such persons with respect to a violation solely of the federal securities laws of the United States.\n\n \n\nUnder\nPhilippine jurisprudence, judgment or orders by US courts could be recognized by Philippine courts, under certain conditions.\n\n \n\nIn\nthe Philippines, a judgment or final order of a foreign tribunal cannot be enforced simply by execution. (*BPI Securities v. Guevara,\nG.R. No. 167052, 11 March 2015)*Such judgment or order merely creates a right of action, and its non-satisfaction is the\ncause of action by which a suit can be brought upon for its enforcement. (*BPI Securities v. Guevara, G.R. No. 167052, 11 March 2015)*\nAn action for the enforcement of a foreign judgment or final order in Philippine jurisdiction is governed by Rule 39, Section 48\nof the Rules of Court. (*BPI Securities v. Guevara, G.R. No. 167052, 11 March 2015)*\n\n \n\n13\n\n \n\n \n\nHowever,\nthe foreign judgment or final order may be repelled by evidence of a want of jurisdiction, want of notice to the party, collusion, fraud,\nor clear mistake of law or fact. (*BPI Securities v. Guevara, G.R. No. 167052, 11 March 2015)*\n\n** **\n\n**Risks\nRelated to Our Corporate Structure**\n\n** **\n\n**Our\ncorporate actions are substantially controlled by Ms. Caifen Yan, the Chairman of the Board and Director of the Company, through One\nand one International Limited, which has the ability to control or exert significant influence over important corporate matters that\nrequire approval of shareholders, which may deprive you of an opportunity to receive a premium for your Ordinary Shares and materially\nreduce the value of your investment. Additionally, we may be deemed to be a “controlled company” and may follow certain exemptions\nfrom certain corporate governance requirements that could adversely affect our public shareholders.**\n\n \n\nAs of the date of this Annual Report, Ms. Caifen Yan, the Chairman\nof the Board and Director of the Company, through One and one International Limited, beneficially owns approximately 91.19% of the total\nvoting power. Accordingly, Ms. Yan, through One and one International Limited, has significant influence in determining the outcome of\nany corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, election of directors\nand other significant corporate actions.\n\n \n\nThe\ninterests of our controlling Shareholder may differ from the interests of our other shareholders. The concentration of ownership may\nalso discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive\na premium for their shares as part of a sale of our company and might reduce the price of our Class A Ordinary Shares. These actions\nmay be taken even if they are opposed by our other shareholders. Without the consent of our controlling Shareholder, we may be prevented\nfrom entering into transactions that could be beneficial to us or our other shareholders. The concentration in the ownership of our shares\nmay cause a material decline in the value of our shares.\n\n \n\nUnder\nthe Nasdaq listing rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is\na “controlled company” and is permitted to elect to rely, and may rely, on certain exemptions from the obligation to comply\nwith certain corporate governance requirements, including:\n\n \n\n●the\nrequirement that our director nominees must be selected or recommended solely by independent\ndirectors; and\n\n \n\n●the\nrequirement that we have a corporate governance and nominating committee that is composed\nentirely of independent directors with a written charter addressing the committee’s\npurpose and responsibilities.\n\n \n\nAlthough\nwe do not intend to rely on the “controlled company” exemptions under the Nasdaq listing rules even if we are deemed to be\na “controlled company,” we could elect to rely on these exemptions in the future. If we were to elect to rely on the “controlled\ncompany” exemptions, a majority of the members of our board of directors might not be independent directors and our nominating\nand corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, if we rely on\nthe exemptions, during the period we remain a controlled company and during any transition period following a time when we are no longer\na controlled company, you will not have the same protections afforded to shareholders of companies that are subject to all of the corporate\ngovernance requirements of Nasdaq.\n\n** **\n\n**We\nand our Hong Kong subsidiary rely on Contractual Arrangements with the VIEs and the VIEs’ shareholders to operate their business,\nwhich may not be as effective as direct ownership in providing operational control.**\n\n \n\nWe\nand our Hong Kong subsidiary rely on Contractual Arrangements with the VIEs and their shareholders to operate their business. Although\nwe took every precaution available to effectively enforce the contractual and corporate relationship above, these Contractual Arrangements\nmay still be less effective than direct ownership and that the Company may incur substantial costs to enforce the terms of the arrangements.\n\n \n\nFor\nexample, the VIEs and their shareholders could breach their Contractual Arrangements with us by, among other things, failing to conduct\ntheir operations in an acceptable manner or taking other actions that are detrimental to our interests. If we had direct ownership of\nthe VIEs, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of the VIEs, which in\nturn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level. However, under\nthe current Contractual Arrangements, we rely on the performance by the VIEs and their shareholders of their obligations under the contracts\nto exercise our rights as the primary beneficiary of the VIEs. The shareholders of the VIEs may not act in the best interests of our\ncompany or may not perform their obligations under these contracts. As a legal matter, if the VIEs or their shareholders fail to perform\ntheir obligations under these Contractual Arrangements, we may have to incur substantial costs to enforce such arrangements, and rely\non legal remedies under Philippines law, including contract remedies, which may be time-consuming, unpredictable and expensive.\n\n \n\n14\n\n \n\n \n\nAll\nof these Contractual Arrangements are governed by Philippine laws and provide for the resolution of disputes through arbitration in the\nPhilippines. The legal environment in the Philippines is not as developed as in some other jurisdictions, such as the United States.\nAs a result, uncertainties in the Philippines legal system could limit our ability to enforce these Contractual Arrangements. There are\nalso substantial uncertainties regarding the interpretation and application of current and future Philippines laws, regulations and rules\nregarding the status of the rights of our Cayman Islands holding company with respect to its Contractual Arrangements with the consolidated\nVIEs and their shareholders. If the Philippines government finds that the agreements that establish the structure for operating recycling\nbusiness do not comply with the Philippines government restrictions on foreign investment, we could be subject to severe penalties, including\nbeing prohibited from operating business. In addition, uncertainties in the Philippines legal system could limit our ability to enforce\nthese Contractual Arrangements. There are very few precedents and little formal guidance as to how Contractual Arrangements in the context\nof a VIE should be interpreted or enforced under the Philippines laws. There remain significant uncertainties regarding the ultimate\noutcome of the arbitration should legal action become necessary. In the event One and one Cayman is unable to enforce these Contractual\nArrangements, or if it suffers significant delay or other obstacles in the process of enforcing these Contractual Arrangements, it may\nnot be able to exert effective power as the primary beneficiary over the operating entities and it may be precluded from operating its\nbusiness, which would have a material adverse effect on its financial condition and results of operations. In addition, there is uncertainty\nas to whether the courts of the Cayman Islands or the Philippines would recognize or enforce judgments of U.S. courts against us\nor such persons predicated upon the civil liability provisions of the securities laws of the United States or any state.\n\n** **\n\n**We\nrely on dividends and other distributions on equity paid by the VIEs to fund any cash and financing requirements we may have. To the\nextent cash or assets in our business are held in Hong Kong or by One and one HK, such funds or assets may not be available to fund\noperations or for other use outside of Hong Kong.**\n\n \n\nWe\nrely on dividends and other distributions on equity paid by the VIEs to fund any cash and financing requirements we may have. To the\nextent cash or assets in our business are held in Hong Kong or by One and one HK, such funds or assets may not be available to fund\noperations or for other use outside of Hong Kong due to interventions in, or the imposition of restrictions and limitations on,\nthe ability of our company, our subsidiary, or the VIEs by the PRC government to transfer cash or assets.\n\n \n\nAny\nlimitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct our\nbusiness and might materially decrease the value of our Class A Ordinary Shares.\n\n \n\nOne\nand one HK relies on dividends and other distributions on equity paid by the VIEs for our cash and financing requirements, including\nthe funds necessary to pay dividends and other cash distributions to our shareholders and to service any debt we may incur. We do not\nexpect to pay cash dividends in the foreseeable future. We anticipate that we will retain any earnings to support operations and finance\nthe growth and development of our business. If the VIEs incur debt on its own behalf in the future, the instruments governing the debt\nmay restrict their ability to pay dividends or make other distributions to us.\n\n \n\nWhile\nthe PRC laws and regulations do not currently have any material impact on transfers of cash from One and one Cayman to One and one HK\nor from One and one HK to One and one Cayman, our shareholders and U.S. investors, the PRC government may, in the future, impose\nrestrictions or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from\nthe other entities within our organization, or to reinvest in our business outside of Hong Kong. Such restrictions and limitations,\nif imposed in the future, may delay or hinder the expansion of our business outside of Hong Kong and may affect our ability to receive\nfunds from One and one HK.\n\n \n\nThe\npromulgation of new laws or regulations, or the new interpretation of existing laws and regulations by the PRC government, in each case\nthat restrict or otherwise unfavorably impact the ability or way we conduct our business or transfer funds, could require us to change\ncertain aspects of our business to ensure compliance. This could decrease demand for our services, reduce revenues, increase costs, require\nus to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more\nstringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected.\n\n \n\nFurthermore,\nany limitation on the ability of our subsidiary to pay dividends or make other distributions to us due to PRC government intervention\ncould materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business,\npay dividends, or otherwise fund and conduct our business. Such interventions or restrictions could potentially lead to a scenario where\nour Class A Ordinary Shares significantly decrease in value.\n\n \n\nInvestors\nshould be aware that their funds may be affected by these potential restrictions on transfers from Hong Kong and that the risk of\nPRC government intervention, while not currently present, could arise in the future and significantly impact the value and utility of\ntheir investment.\n\n** **\n\n**Our\nChair of the Board and Director, Ms. Caifen Yan, has significant control over shareholder matters and the minority shareholder will have\nlittle or no control over our affairs.**\n\n \n\nMs. Caifen Yan, through One and one International Limited, has control\nof approximately 91.19% of the voting shares of the company, as of the date of this Annual Report, broken down by 23,809,240 Class A Ordinary\nShares and 10,203,960 Class B Ordinary shares. Consequently, Ms. Yan is able to exercise significant influence over matters requiring\nshareholder approval, including the election of directors and approval of significant corporate transactions, and will have some control\nover our management and policies. Ms. Yan would maintain voting control with her Class B Ordinary shares.\n\n \n\n15\n\n \n\n \n\nMs.\nYan may have interests that are different from our public investors. For example, Ms. Yan may support proposals and actions with which\nour public investors may disagree. The concentration of ownership could delay or prevent a change in control of our Company or otherwise\ndiscourage a potential acquirer from attempting to obtain control of our Company, which in turn could reduce the price of our shares.\nIn addition, Ms. Yan could use her voting influence to maintain our existing management and directors in office, delay or prevent changes\nin control of our Company, or support or reject other management and board proposals that are subject to stockholder approval, such as\namendments to our employee incentive plans and approvals of significant financing transactions.\n\n** **\n\n**We\nare a foreign private issuer within the meaning of the rules under the Exchange Act, and, as such, we are exempt from certain provisions\napplicable to U.S. domestic public companies.**\n\n \n\nBecause\nwe qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and\nregulations in the United States that are applicable to U.S. domestic issuers, including:\n\n \n\n●the\nrules under the Exchange Act requiring the filing with the SEC of quarterly reports\non Form 10-Q or current reports on Form 8-K;\n\n \n\n●the\nsections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations\nin respect to a security registered under the Exchange Act;\n\n \n\n●the\nsections of the Exchange Act requiring insiders to file public reports of their stock\nownership and trading activities and liability for insiders who profit from trades made in\na short period of time; and\n\n \n\n●the\nselective disclosure rules by issuers of material nonpublic information under Regulation FD.\n\n \n\nWe\nare required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend\nto publish our results on a six-months basis as press releases, distributed pursuant to the rules and regulations of Nasdaq Capital Market.\nPress releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the\ninformation we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be\nfiled with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would\nbe made available to you were you investing in a U.S. domestic issuer.\n\n** **\n\n**As\na foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ\nsignificantly from Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they\nwould enjoy if we complied fully with Nasdaq corporate governance listing standards.**\n\n \n\nAs\na foreign private issuer, we are permitted to take advantage of certain provisions in the Nasdaq rules that allow us to follow our home\ncountry law for certain governance matters. Certain corporate governance practices in our home country, the Cayman Islands, may differ\nsignificantly from corporate governance listing requirements of the Nasdaq. These practices may afford less protection to shareholders\nthan they would enjoy if we complied fully with corporate governance listing requirements of the Nasdaq. This includes being exempted\nfrom certain of the corporate governance requirements of the Nasdaq, namely (i) a majority of the directors on our Board are not\nrequired to be independent directors; (ii) there will not be a necessity to have regularly scheduled executive sessions with independent\ndirectors; and (iii) there will be no requirement for the Company to obtain shareholder approval prior to an issuance of securities\nin connection with (a) the acquisition of stock or assets of another company; (b) equity-based compensation of officers, directors,\nemployees or consultants; (c) a change of control; and (d) transactions other than public offerings. Furthermore, although\nour directors and executive officers will be required to report equity holdings under Section 16 of the Exchange Act, they will\nnot be subject to the insider short-swing profit disclosure and recovery regime. Currently, we do not plan to rely on home country\npractices with respect to our corporate governance, if we decide to rely on home country practice in the future, our shareholders will\nbe afforded less protection than they would otherwise enjoy under the Nasdaq corporate governance listing standards applicable to U.S. domestic\nissuers.\n\n** **\n\n**We\nmay lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.**\n\n \n\nWe\nare a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting\nrequirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day\nof an issuer’s most recently completed second fiscal quarter. We would lose our foreign private issuer status if, for example,\nmore than 50% of our Ordinary Shares are directly or indirectly held by residents of the United States and we fail to meet additional\nrequirements necessary to maintain our foreign private issuer status. If we lose our foreign private issuer status on this date, we will\nbe required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed\nand extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy\nrequirements, and our officers, directors, and principal shareholders will become subject to the short-swing profit disclosure and recovery\nprovisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate\ngovernance requirements under the Nasdaq rules. As a U.S.-listed public company that is not a foreign private issuer, we will incur significant\nadditional legal, accounting, and other expenses that we will not incur as a foreign private issuer in order to maintain a listing on\na U.S. securities exchange.\n\n** **\n\n16\n\n \n\n** **\n\n**We\nare a “foreign private issuer,” and our disclosure obligations differ from those\nof U.S. domestic reporting companies. As a result, we may not provide you the same information\nas U.S. domestic reporting companies or provide information at different times, making it\nmore difficult for you to evaluate our performance and prospects.**\n\n \n\nWe\nare a foreign private issuer, and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange\nAct, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic\nreporting companies. For example, we will not be required to issue quarterly reports or proxy statements. We will not be required to\ndisclose detailed individual executive compensation information. Furthermore, although our directors and executive officers will be required\nto report equity holdings under Section 16 of the Exchange Act, they will not be subject to the insider short-swing profit disclosure\nand recovery regime. As a foreign private issuer, we will also be exempt from Regulation FD (Fair Disclosure) requirements, which, generally,\nare meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. However,\nwe will still be subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act.\nSince many of the disclosure obligations imposed on us as a foreign private issuer differ from those imposed on U.S. domestic reporting\ncompanies, you should not expect to receive the same information about us and at the same time as the information provided by U.S. domestic\nreporting companies.\n\n** **\n\n**There\ncan be no assurance that we will not be a PFIC for U.S. federal income tax purposes for any taxable year, which could result in\nadverse U.S. federal income tax consequences to U.S. holders of our Class A Ordinary Shares.**\n\n \n\nA\nnon-U.S. corporation will be a PFIC for any taxable year if either (i) at least 75% of its gross income for such year consists\nof certain types of “passive” income, or (ii) at least 50% of the value of its assets (based on an average of the quarterly\nvalues of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive\nincome (the “asset test”). Based on our current and expected income and assets, we do not presently expect to be a PFIC for\nthe current taxable year or the foreseeable future. However, no assurance can be given in this regard because the determination of whether\nwe are or will become a PFIC is a fact-intensive inquiry made on an annual basis that depends, in part, upon the composition of our income\nand assets. In addition, there can be no assurance that the Internal Revenue Service (“IRS”) will agree with our conclusion\nor that the IRS would not successfully challenge our position. Fluctuations in the market price of our Class A Ordinary Shares may cause\nus to become a PFIC for the current or subsequent taxable years because the value of our assets for the purpose of the asset test\nmay be determined by reference to the market price of our Class A Ordinary Shares. The composition of our income and assets may also\nbe affected by how, and how quickly, we use our liquid assets and the cash raised in the initial public offering conducted in October\n2025. If we were to be or become a PFIC for any taxable year during which a U.S. holder holds our Class A Ordinary Shares, certain\nadverse U.S. federal income tax consequences could apply to such U.S. holder.\n\n** **\n\n**Risks\nRelated to Our Class A Ordinary Shares**\n\n** **\n\n**Our\nshare price may fluctuate significantly in the future and you may lose all or part of your investment, and litigation may be brought\nagainst us.**\n\n \n\nThere\nis no assurance that the market price for our Class A Ordinary Shares will not decline in the future. Investors may not be able to sell\ntheir Class A Ordinary Shares at or above the price at which they purchased the Ordinary Shares. The prices at which our Class A Ordinary\nShares will trade in the future may fluctuate significantly and rapidly as a result of, among others, the following factors, some of\nwhich are beyond our control:\n\n \n\n●variation\nin our results of operations;\n\n \n\n●perceived\nprospects and future plans for our business and the general outlook of our industry;\n\n \n\n●changes\nin securities analysts’ estimates of our results of operations and recommendations;\n\n \n\n●announcements\nby us of significant contracts, acquisitions, strategic alliances or joint ventures or capital\ncommitments;\n\n \n\n●the\nvaluation of publicly-traded companies that are engaged in business activities similar to\nours;\n\n \n\n●additions\nor departures of key personnel;\n\n \n\n●fluctuations\nin stock market prices and volume;\n\n \n\n●involvement\nin litigation;\n\n \n\n●general\neconomic and stock market conditions; and\n\n \n\n●discrepancies\nbetween our actual operating results and those expected by investors and securities analysts.\n\n \n\nThere\nis no guarantee that our Class A Ordinary Shares will appreciate in value in the future or even maintain the price at which you purchased\nthe Class A Ordinary Shares. You may not realize a return on your investment in our Class A Ordinary Shares and you may even lose your\nentire investment in our Class A Ordinary Shares.\n\n \n\nIn\naddition, the stock markets have from time to time experienced significant price and volume fluctuations that have affected the market\nprices of securities. These fluctuations often have been unrelated or disproportionate to the operating performance of publicly-traded\ncompanies. In the past, following periods of volatility in the market price of a particular company’s securities, an investor may\nlose all or part of his or her investment, and litigation has sometimes been brought against that company. If similar litigation is instituted\nagainst us, it could result in substantial costs and divert our senior management’s attention and resources from our core business.\n\n** **\n\n17\n\n \n\n** **\n\n*T**he\ndual class structure of our ordinary shares has the effect of concentrating voting control with our Chair and Chief Executive Officer,\nand their interest may not be aligned with the interests of our other shareholders.***\n\n \n\nWe have a dual-class voting structure consisting of Class A Ordinary\nShares and Class B Ordinary Shares. Under this structure, holders of Class A Ordinary Shares are entitled to one vote per one Class A\nOrdinary Share, and holders of Class B Ordinary Shares are entitled to 20 votes per one Class B Ordinary Share, which may cause the\nholders of Class B Ordinary Shares to have an unbalanced, higher concentration of voting power. Ms. Caifen Yan, the Chair of the Board\nand Director of the Company, through One and one International Limited, beneficially owns approximately 91.19% of the total voting power\nas of the date of this Annual Report. As a result, Ms. Yan, through One and One International Limited, has substantial influence over\nour business, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of\ndirectors, and other significant corporate actions. They may take actions that are not in the best interests of us or our other shareholders.\nThese corporate actions may be taken even if they are opposed by our other shareholders. Further, such concentration of voting power may\ndiscourage, prevent, or delay the consummation of change of control transactions that shareholders may consider favorable, including transactions\nin which shareholders might otherwise receive a premium for their shares. Future issuances of Class B Ordinary Shares may also be dilutive\nto the holders of Class A Ordinary Shares. As a result, the market price of our Class A Ordinary Shares could be adversely affected.\n\n** **\n\n**Our\nClass A Ordinary Shares may trade under $5.00 per share and thus would be known as “penny stock”. Trading in penny stocks\nhas certain restrictions and these restrictions could negatively affect the price and liquidity of our Class A Ordinary Shares.**\n\n \n\nOur\nClass A Ordinary Shares may trade below $5.00 per share. As a result, our Class A Ordinary Shares would be known as “penny stock”,\nwhich is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The SEC has\nadopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than\n$5.00 per share, subject to certain exceptions. Depending on market fluctuations, our Class A Ordinary Shares could be considered to\nbe “penny stock”. A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers\nwho sell these securities to persons other than accredited investors. For transactions covered by these rules, the broker/dealer must\nmake a special suitability determination for the purchase of these securities. In addition, a broker/dealer must receive the purchaser’s\nwritten consent to the transaction prior to the purchase and must also provide certain written disclosures to the purchaser. Consequently,\nthe “penny stock” rules may restrict the ability of broker/dealers to sell our Class A Ordinary Shares, and may negatively\naffect the ability of holders of our Class A Ordinary Shares to resell them. These disclosures require you to acknowledge that you understand\nthe risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks generally do not\nhave a very high trading volume. Consequently, the price of the shares is often volatile and you may not be able to buy or sell your\nshares when you want to.\n\n** **\n\n**We\nmay not be able to pay dividends in the future.**\n\n \n\nSubject\nto the Companies Act and our Amended and Restated Memorandum and Articles of Association, our Board of Directors has complete discretion\nas to whether to declare and distribute dividends. Our ability to declare dividends to our Shareholders in the future will be contingent\non multiple factors, including our future financial performance, distributable reserves of our Company, current and anticipated cash\nneeds, capital requirements, our ability to implement our future plans, contractual, legal and tax restrictions, regulatory, competitive,\ntechnical and other factors such as general economic conditions, demand for and selling prices of our products, the ability of our subsidiary\nto distribute funds to us, and other factors exclusive to the facilities services industry. Our existing and future loan arrangements\nwith any financial institutions may also limit when and how much dividends we can declare and pay out. Any of these factors could have\na material adverse effect on our business, financial position and results of operations, and hence there is no assurance that we will\nbe able to pay dividends to our Shareholders in the future. We do not currently plan to pay any dividends in the foreseeable future.\n\n** **\n\n**If\nwe fail to meet applicable listing requirements, Nasdaq may delist our Class A Ordinary Shares from trading, in which case the liquidity\nand market price of our Class A Ordinary Shares could decline.**\n\n \n\nOur\nClass A Ordinary Shares have been traded on Nasdaq, however, we cannot assure you that we will be able to meet the continued listing\nstandards of Nasdaq in the future. If we fail to comply with the applicable listing standards and Nasdaq delists our Class A Ordinary\nShares, we and our Shareholders could face significant material adverse consequences, including:\n\n \n\n●a\nlimited availability of market quotations for our Class A Ordinary Shares;\n\n \n\n●reduced\nliquidity for our Class A Ordinary Shares;\n\n \n\n●a\ndetermination that our Class A Ordinary Shares are “penny stock”, which would\nrequire brokers trading in our Class A Ordinary Shares to adhere to more stringent rules\nand possibly result in a reduced level of trading activity in the secondary trading market\nfor our Class A Ordinary Shares;\n\n \n\n●a\nlimited amount of news about us and analyst coverage of us; and\n\n \n\n●a\ndecreased ability for us to issue additional equity securities or obtain additional equity\nor debt financing in the future.\n\n** **\n\n18\n\n \n\n** **\n\nThe\nNational Securities Markets Improvement Act of 1996, which is a federal statute, prevents or pre-empts the states from regulating\nthe sale of certain securities, which are referred to as “covered securities.” Because our Class A Ordinary Shares are listed\non Nasdaq, such securities are covered securities. Although the states are pre-empted from regulating the sale of our securities, the\nfederal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent\nactivity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer listed\non Nasdaq, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our\nsecurities.\n\n** **\n\n**We\nhave incurred significant expenses and devoted other significant resources and management time as a result of being a public company,\nwhich may negatively impact our financial performance and could cause our results of operations and financial condition to suffer.**\n\n \n\nWe\nhave incurred significant legal, accounting, insurance and other expenses as a result of being a public company. Laws, regulations and\nstandards relating to corporate governance and public disclosure for public companies, including the Dodd-Frank Act of 2010,\nthe Sarbanes-Oxley Act, regulations related thereto and the rules and regulations of the SEC and Nasdaq (as applicable to us as a foreign\nprivate issuer), has significantly increased our costs as well as the time that must be devoted to compliance matters. These new public\ncompany obligations also will require attention from our senior management and could divert their attention away from the day-to-day\nmanagement of our business. These laws, rules, regulations and standards has also made it more expensive for us to obtain director and\nofficer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs\nto obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve\non our Board of Directors or as officers in the future. As a result of the foregoing, we expect a substantial increase in legal, accounting,\ninsurance and certain other expenses in the future, which will negatively impact our financial performance and could cause our results\nof operations and financial condition to suffer. Furthermore, if we are unable to satisfy our obligations as a public company, we could\nbe subject to delisting of our Shares, fines, sanctions and other regulatory actions and potential civil litigation.\n\n** **\n\n**If\nwe fail to maintain an effective system of disclosure controls and internal controls over financial reporting, our ability to timely\nproduce accurate financial statements or comply with applicable regulations could be impaired.**\n\n \n\nThe\nSarbanes-Oxley Act requires, among other things, that we maintain effective internal disclosure controls and procedures over our financial\nreporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information\nrequired to be disclosed by us in our reports that we will file with the SEC will be recorded, processed, summarized, and reported within\nthe time periods and as otherwise specified in SEC rules, and that information required to be disclosed in reports under the Exchange Act is\naccumulated and communicated to our principal Executive Officers and financial officers. We are also continuing to improve our internal\ncontrols over financial reporting.\n\n \n\nEnsuring\nthat we have effective disclosure controls and procedures and internal controls over financial reporting in place so that we can produce\naccurate financial statements on a timely basis is a costly and time-consuming effort that will need to be re-evaluated frequently. Our\ninternal controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial\nreporting and the preparation of financial statements in accordance with IFRS. Beginning with our second annual report on Form 20-F\nafter we become a company whose securities are publicly listed in the United States, we will be required, pursuant to Section 404\nof the Sarbanes-Oxley Act, to make a formal assessment of the effectiveness of our internal controls over financial reporting, and once\nwe cease to be an emerging growth company, we will be required to include an attestation report on internal controls over financial reporting\nissued by our Independent Registered Public Accounting Firm. During our evaluation of our internal controls, if we identify one or more\nmaterial weaknesses in our internal controls over financial reporting, we will be unable to assert that our internal controls over financial\nreporting are effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal\ncontrols over financial reporting in the future. Any failure to maintain internal controls over financial reporting could severely inhibit\nour ability to accurately report our financial condition, or results of operations.\n\n** **\n\n**We\nare an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.**\n\n \n\nWe\nare an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from requirements\napplicable to other public companies that are not emerging growth companies, including, most significantly, not being required to comply\nwith the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we remain an emerging growth\ncompany. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain\ninformation they may deem important.\n\n \n\nThe\nJOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards\nuntil such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words,\nan “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise\napply to private companies. We have elected to take advantage of the extended transition period, although we have adopted certain new\nand revised accounting standards based on transition guidance permitted under such standards earlier. As a result of this election, our\nfuture financial statements may not be comparable to other public companies that comply with the public company effective dates for these\nnew or revised accounting standards.\n\n \n\n19"}