UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2023~~2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ______ TO ______

COMMISSION FILE NUMBER 000-26731

Hongchang International Co., Ltd

(Exact name of Registrant as specified in its charter)

Nevada		87-0627910
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Block 20, Hongchang Food Co., Ltd.,

Yuanhong Investment Zone, Donggao Village,
Chengtou Town,

Fuqing City, Fuzhou City, Fujian Province,

350300, China

350300

(Address of principal executive offices)

(Zip Code)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (86) 180 5901 6050

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Common Stock, $0.001 par value per share

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed be Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 3028, ~~2023~~2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock outstanding held by non-affiliates of the registrant, computed by reference to the closing sales price for the common stock of $10.7820, as reported on the OTC Pink Market, was approximately $~~197~~4,~~698~~265,~~530~~529.20.

As of March 1528, ~~2024~~2025, there were 518,831,367 shares of the registrant’s Common Stock outstanding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Report”) contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

	●	The availability and adequacy of our cash flow to meet our requirements;

	●	Economic, competitive, demographic, business, and other conditions in our local and regional markets;

	●	Changes or developments in laws, regulations, or taxes in our industry;

	●	Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial, and other governmental authorities;

	●	Competition in our industry;

	●	The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

	●	Changes in our business strategy, capital improvements, or development plans;

	●	The Company’s ability to devise and implement effective internal controls and procedures;

	●	The availability of additional capital to support capital improvements and development; and

	●	Other risks identified in this Report and in our other filings with the Securities and Exchange Commission or the SEC.

This Report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this Report are made as of the date of this Report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

TABLE OF CONTENTS

		Page
PART I

ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	7
ITEM 1B.	UNRESOLVED STAFF COMMENTS	10
ITEM 1C.	CYBERSECURITY	10
ITEM 2.	PROPERTIES	11
ITEM 3.	LEGAL PROCEEDINGS	11
ITEM 4.	MINE SAFETY DISCLOSURES	11

PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	12
ITEM 6.	[RESERVED]	13
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	18
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	18
ITEM 9.	CHANGES OF INDEPENDENT CERTIFYING ACCOUNTANT	19
ITEM 9A.	CONTROLS AND PROCEDURES	19
ITEM 9B.	OTHER INFORMATION	19
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	19

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	20
ITEM 11.	EXECUTIVE COMPENSATION	23
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	24
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	25
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	25

PART IV

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	26
ITEM 16.	FORM 10-K SUMMARY	27
	SIGNATURES	28

PART I

Unless otherwise indicated, all share amounts and per share amounts in this Report have been presented giving effect to a 1-for-464 reverse split that became effective on April 11, 2018, a 100-for-1 forward stock split that became effective on September 11, 2018, and a 1-for-10 reverse stock split effective on August 14, 2023.

Unless the context requires otherwise, references in this Annual Report on Form 10-K to the “Company” or “our Company” refer to Hongchang International Co., Ltd (formerly known as Heyu Biological Technology Corporation), a Nevada company; “we,” “us,” and “our” refer to Hongchang International Co., Ltd and its subsidiaries, unless the context otherwise indicates.

ITEM 1. BUSINESS

The Company is a holding company incorporated in the State of Nevada and not a Chinese operating company. As a holding company with no material operations of our own, we conduct our operations and operate our business in China through our subsidiaries. Holders of our stock hold equity interest in Hongchang International Co., Ltd, a Nevada holding company with business operations in China and therefore, may never hold equity interests directly in our Chinese operating entities. The Company holds equity interests in its PRC subsidiaries through its subsidiaries incorporated in British Virgin Islands and Hong Kong. As we have a direct equity ownership structure, we do not have any agreement or contract between our Company and any of its subsidiaries that is typically seen in a variable interest entity structure.

There are significant legal and operational risks associated with conducting a substantial portion of our operations in mainland China, including, the changes in the legal, political, and economic policies of the Chinese government, may materially and adversely affect our business, financial condition, results of operations, and the market price of our shares. Any such changes could significantly limit or completely hinder our ability to offer or continue to offer our shares to investors and could cause the value of our shares to significantly decline or become worthless. The PRC laws and regulations are sometimes vague and uncertain, and, as a result, these risks may result in material changes in the operations of our PRC subsidiaries, significant depreciation of the value of our shares, or a complete hindrance of our ability to offer or continue to offer our securities to investors. In addition, we are subject to risks and uncertainties of the interpretations and applications of PRC laws and regulations, including, but not limited to, those imposing limitations on foreign ownership in our industry. We are also subject to the risks and uncertainties about any future actions of the PRC government. If any future actions of the PRC government result in a material change in our operations, the value of our shares may depreciate significantly or become worthless. See “Risk Factors — Risks Related to Doing Business in China — The uncertainties in the Chinese legal system could materially and adversely affect us.”

The Chinese government has exercised, and may continue to exercise, substantial influence or control over virtually every sector of the Chinese economy through regulation and state ownership. The central or local Chinese governments could impose new, stricter regulations or interpretations of existing regulations that could require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement and data privacy protection. As of the date hereof, we do not believe that we are subject to (a) the cybersecurity review with the Cyberspace Administration of China, or CAC, as we do not qualify as a critical information infrastructure operator or possess a large amount of personal information in our business operations, and our business does not involve data possessing that affects or may affect national security, implicates cybersecurity, or involves any type of restricted industry; or (b) merger control review by China’s anti-monopoly enforcement agency due to the fact that we do not engage in monopolistic behaviors that are subject to these statements or regulatory actions. However, since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, and, if any, the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments, and listing of our securities. For more details, see “Risk Factors — Risks Related to Doing Business in China — We may be required under PRC laws to submit filings to CSRC, the CAC, or other PRC governmental authorities for our future offering.”

We are not currently required to obtain prior approval or prior permission from the China Securities Regulatory Commission (“CSRC”) or any other Chinese regulatory authority under the Chinese laws and regulations currently in effect to issue securities to foreign investors. On February 17, 2023, the CSRC promulgated a new set of regulations that consists of the Trial Administrative Measures for Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”) and five supporting guidelines. Pursuant to the Trial Measures, we may be required to submit filings to the CSRC following the submission of future overseas listings and the completion of future offerings of our equity securities to foreign investors. For more details, see “Risk Factors — Risks Related to Doing Business in China — We may be required under PRC laws to submit filings to CSRC, the CAC, or other PRC governmental authorities for our future offerings.” As there are uncertainties with respect to the Chinese legal system and changes in laws, regulations, and policies, including how those laws, regulations and policies will be interpreted or implemented, there can be no assurance that we will not be subject to additional requirements, approvals, or permissions in the future.

In addition, the PRC government has published new policies that significantly affected certain industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding the industry where we operate, which could adversely affect our business, financial condition and results of operations. Furthermore, the PRC government has recently indicated an intent to exert more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies like us. These risks could result in a material change in our operations and the value of our shares, or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless. See “Risk Factors — Risks Related to Doing Business in China — The PRC government exerts substantial influence over the manner in which our PRC subsidiaries must conduct their business activities.”

Our shares may be prohibited from trading under the Holding Foreign Companies Accountable Act if the Public Company Accounting Oversight Board (“PCAOB”) is unable to inspect our auditor for two consecutive years. Our auditor, WWC, P.C. is headquartered in San Mateo, California and has been inspected by the PCAOB on a regular basis, and it is not subject to the determinations announced by the PCAOB on December 16, 2021 or the Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China on August 26, 2022. If trading in our shares is prohibited under the Holding Foreign Companies Accountable Act in the future because the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time, trading of our shares may be prohibited. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“HFCAA”), which, if passed by the U.S. House of Representatives and signed into law, would reduce the period of time for foreign companies to comply with PCAOB audits to two consecutive years, instead of three, thus reducing the time period before our securities may be prohibited from trading. On December 29, 2022, a legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”), was signed into law by President Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to HFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two. On August 26, 2022, the CSRC, the Ministry of Finance of the PRC, and the PCAOB signed a Statement of Protocol (the “Protocol”), governing inspections and investigations of audit firms based in China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. Notwithstanding the foregoing, because we have substantial operations within the PRC through the PRC operating entities, if the PCAOB is not able to fully conduct inspections of our auditor’s work papers in China, you may be deprived of the benefits of such inspection which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities may be prohibited under the HFCAA.

We were incorporated in the State of Nevada on May 18, 1987, as Asphalt Associates, Inc. and changed its name to Pacific WebWorks Inc. in January 1999. From 1999 to 2016 the Company engaged in the development and distribution of web tools software, electronic business storefront hosting, and Internet payment systems for individuals and small to medium sized businesses. On February 23, 2016, the Company filed a voluntary petition for bankruptcy in the U.S. Bankruptcy Court for the District of Utah, and soon afterwards ceased its business activities. On August 19, 2016, the Company proposed a Plan of Liquidation and on November 28, 2016, the Court entered an order confirming the Plan of Liquidation and establishing a Liquidating Trust. On December 28, 2016, all assets and liabilities of the Company were transferred to the Liquidating Trust (the “Liquidation”).

On March 12, 2018, the Board of Directors of the Company (the “Board”), with the consent of the majority stockholder, approved a 1-for-464 reverse stock split. On April 11, 2018, the reverse split became effective.

On April 18, 2018, the Company entered into a Share Purchase Agreement (the “SPA”) with Mr. Ban Siong Ang (the “Purchaser”) and Mr. Dan Masters (the “Seller”), pursuant to which the Purchaser acquired 1,021,051,700 shares, representing 98.91% of the issued and outstanding shares of common stock of the Company (“Common Stock”) from Seller for an aggregate purchase price of $335,000 (“Share Purchase”). As a result of the SPA, the Company accepted the resignation of Dan Masters, as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board. This resignation was given in connection with the closing of the Share Purchase and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Additionally, all debt due to Mr. Masters from the Company was cancelled as of the closing of the Share Purchase and recognized as contributed capital.

On April 18, 2018, to fill the vacancies created by Mr. Masters’s resignations, Ban Siong Ang and Hung Seng Tan were elected as the directors of the Company. Mr. Ang was appointed as President, Chief Executive Officer, and Chairman of the Board. Mr. Tan was appointed as Executive Director of the Company. Ms. Wendy Wei Li was appointed as Chief Financial Officer.

On July 3, 2018, the Company changed its name to Heyu Biological Technology Corporation, with a new ticker symbol, HYBT. The Company currently has no business operations. On July 30, 2018, the Company amended its Articles of Incorporation with the State of Nevada in order to increase its authorized shares of Common Stock from 150,000,000 to 2,000,000,000.

On September 11, 2018, the Nevada Secretary of State approved the Company’s certificate of amendment to amend its Articles of Incorporation to effectuate a 100-for-1 forward stock split. The total issued and outstanding shares of Common Stock ~~has~~have ~~been~~ increased from 10,324,660 to 1,032,466,000 shares, with the par value unchanged at $0.001.

On September 25, 2018, the Financial Industry Regulatory Authority, Inc. (“FINRA”) approved the ~~Forward~~100 for 1 forward stock split (the “Forward Split”) with an ~~Effective Date~~effective date of September 25, 2018 and a ~~Pay~~pay ~~Date~~date of September 24, 2018. In connection with the Forward Split, no fractional shares ~~are~~were ~~necessary to be~~ issued, and stockholders dodid not need to present certificates for exchange. The consideration for the Forward Split ~~will~~was be payable directly to each stockholder by the issuance of shares representing the split differential.

On February 28, 2021, Ms. Wendy Wei Li resigned from her position with the Company as the Chief Financial Officer. To fill the vacancies created by Ms. Wendy Wei Li’s resignation, Mr. Ang was appointed as the Chief Financial Officer. On November 30, 2021, Mr. Bo Lyu has been appointed as the Chief Financial Officer. On August 21, 2023, Mr. Bo Lyu resigned as the Chief Financial Officer of the Company, and Ms. Wendy Li was appointed as the Chief Financial Officer of the Company. Effective May 8, 2024, Ms. Wendy Li resigned as the Chief Financial Officer of the Company, and Mr. Zengqiang Lin was appointed as the Chief Financial Officer of the Company.

On February 17, 2023, the ~~board~~Board ofappointed ~~directors~~Mr. Zengqiang Lin as a director of the Company. ~~appointed~~On August 21, 2023, Hung Seng Tan, Kwee Huwa Tan, and Senad Busatlic, resigned from the Board. On the same date, Mr. ~~Zengqiang~~Ban Siong Ang was reappointed and reconfirmed as the Chairman of the Board, and Ms. Zhenzhu Lin, Mr. Stephan Truly Busch, and Mr. Xingjia Gao were appointed as andirectors. ~~independent~~On March 27, 2024, Mr. Stephan Truly Busch resigned as a director of the Company~~, effective~~ ~~February~~and 17Ms. Qingqing Wang was appointed as Board Secretary. On May 8, ~~2023~~2024, Mr. Xingjia Gao resigned as a director.

3On August 8, 2023, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the State of Nevada to effect a one-for-ten reverse stock split pursuant to which every ten shares of common stock issued and outstanding immediately prior to the effective time of such split were combined into one share of common stock.

~~Share Transfer~~On ~~Agreement~~August ~~with~~21, 2023, Mr. YuZengqiang XuLin was also appointed as the Chief Executive Officer and President of the Company.

On January 17, 2019, Jiashierle (Xiamen) Healthcare Technology Co., Ltd. (“JSEL”), a limited liability company incorporated under the laws of the People’s Republic of China (the “PRC”), and an indirect wholly owned subsidiary of the Company, entered into a Share Transfer Agreement (the “Share Transfer Agreement”) with Mr. Yu Xu (“Mr. Xu”), an individual who owned 90% of the equity interests of Shanghai Kangzi Medical Technology Co., Ltd., a limited liability company organized under the laws of the PRC (“Kangzi”). Pursuant to the Share Transfer Agreement, Mr. Xu transferred 60% of the equity interests of Kangzi to JSEL on January 17, 2019 for the purpose of developing a joint venture in the business of selling medical equipment. In return, JSEL would fund the operations of Kangzi in proportion to its equity interest in Kangzi. Kangzi owned no assets and conducts no business operation of its own. As a result, as of January 17, 2019, Kangzi became an indirect subsidiary of the Company.3

Share ~~Cancellation~~ Transfer Agreement with Mr. ~~Ban~~Yu ~~Siong Ang~~Xu

On ~~March~~ 15January 17, 2019, ~~the~~Jiashierle ~~Company~~(Xiamen) Healthcare Technology Co., ~~with~~Ltd. (“JSEL”), a limited liability company incorporated under the ~~approval~~laws of the ~~Board~~People’s Republic of China (the “PRC”), and an indirect wholly owned subsidiary of the Company, entered into a Share ~~Cancellation~~Transfer Agreement (the “Share ~~Cancellation~~ Transfer Agreement”) with Mr. ~~Ban~~Yu ~~Siong~~Xu ~~Ang~~(“Mr. Xu”), an individual who owned 90% of the equity interests of Shanghai Kangzi Medical Technology Co., Ltd., a ~~director~~limited liability company organized under the laws of the ~~Company~~PRC (“Kangzi”). Pursuant to the Share ~~Cancellation~~Transfer Agreement, ~~the~~Mr. ~~Company~~Xu ~~and~~transferred ~~Mr.~~60% ~~Ang~~of ~~agreed~~the equity interests of Kangzi to ~~cancel~~JSEL ~~109~~on January 17,~~006,861~~ ~~shares~~2019 for the purpose of ~~Common~~developing a ~~Stock~~joint ~~previously~~venture ~~issued~~in the business of selling medical equipment. In return, JSEL would fund the operations of Kangzi in proportion to its Mrequity interest in Kangzi. ~~Ang~~Kangzi owned no assets and conducts no business operation of its own. As a result, as of January 17, 2019, Kangzi became an indirect subsidiary of the Company.

~~Acquisition of~~Share ~~the~~Cancellation ~~Hongchang~~Agreement ~~Group~~with Mr. Ban Siong Ang

On ~~August~~March 2115, ~~2023~~2019, the Company, ~~entered into~~with ~~a Share Exchange Agreement (~~the ~~“Share Exchange Agreement”) with Hong Chang Global Investment Holdings Limited (“Hongchang~~approval ~~BVI”)~~of ~~and Hongchang BVI’s stockholders, Zengqiang Investment Limited, a business company incorporated in~~ the ~~British Virgin Islands (“BVI”)~~Board, ~~and~~entered ~~Hong~~into ~~Jin Investment Limited,~~ a ~~business~~Share ~~company~~Cancellation ~~incorporated~~Agreement ~~in the BVI~~ (the “~~Selling~~Share ~~Stockholders” and~~Cancellation ~~each a “Selling Stockholder~~Agreement”), inwith ~~relation to the acquisition of Hongchang BVI by our Company (the “Hongchang Acquisition”). Zengqiang Investment Limited is wholly-owned by~~ Mr. ~~Zengqiang~~Ban ~~Lin~~Siong ~~and~~Ang, ~~Hong Jin Investment Limited is wholly-owned by Ms. Zhenzhu Lin. Mr. Zengqiang Lin has been~~ a director of ~~our~~the Company ~~since February 17, 2023, and Ms~~. ~~Zhenzhu~~Pursuant ~~Lin~~to is the ~~sister of Mr. Zengqiang Lin. In accordance with the terms of the~~ Share ~~Exchange~~Cancellation Agreement, the ~~Selling~~Company ~~Stockholders sold~~ and ~~transferred 100 shares~~Mr. ofAng ~~Hongchang BVI,~~agreed ~~constituting all of the issued and outstanding share capital of Hongchang BVI,~~ to ~~the~~cancel ~~Company in exchange for an aggregate of 415~~109,~~582~~006,~~375 new~~ 861 shares of ~~the~~Common ~~Company’s common stock (the “Consideration Shares”), of which 353,322,843 shares were issued~~Stock topreviously ~~Zengqiang Investment Limited and 62,259,532 shares were~~ issued to ~~Hong~~Mr. ~~Jin Investment Limited~~Ang.

~~Disposal~~ Acquisition of ~~our~~the ~~then-existing~~Hongchang ~~business~~Group

On August 21, 2023, wethe Company entered into a Share ~~share~~Exchange ~~purchase~~Agreement ~~agreement~~ (the “Share ~~Purchase~~Exchange Agreement”) with ~~our~~Hong ~~Director,~~Chang ~~Mr.~~Global ~~Ban~~Investment ~~Siong~~Holdings Limited (“Hongchang ~~Ang~~BVI”) asand ~~the~~Hongchang ~~buyer~~BVI’s stockholders, toZengqiang ~~dispose~~Investment ofLimited, ~~our~~a ~~existing~~business ~~assets~~company ~~held~~incorporated ~~prior~~in to the ~~Hongchang~~British ~~Acquisition~~Virgin Islands (“BVI”), ~~comprising~~and ofHong ~~our~~Jin ~~entire~~Investment ~~shareholding~~Limited, ~~interest in~~a HPbusiness ~~TECHNOLOGY~~company ~~LIMITED,~~incorporated ~~which~~in ~~directly~~the ~~and~~BVI ~~indirectly~~(the ~~holds~~“Selling ~~the~~Stockholders” and ~~equity~~each ~~interest~~a “Selling Stockholder”), in ~~our~~relation ~~indirect~~to ~~subsidiaries,~~the ~~Heyu~~acquisition ~~Healthcare~~of ~~Technology Limited,~~Hongchang ~~Jiashierle~~BVI by our Company (~~Xiamen~~the “Hongchang Acquisition”). Zengqiang ~~Healthcare~~Investment ~~Technology~~Limited ~~Co.,~~is ~~Ltd~~wholly-owned by Mr. Zengqiang Lin and ~~our~~Hong ~~60%~~Jin ~~equity~~Investment ~~interest~~Limited inis ~~Shanghai~~wholly-owned ~~Kangzi~~by ~~Medical~~Ms. ~~Technology~~Zhenzhu CoLin. Mr. Zengqiang Lin has been a director of our Company since February 17, ~~Ltd~~2023, and Ms. ( Zhenzhu Lin is the ~~“Share~~sister ~~Disposal”)~~of Mr. ~~Our~~Zengqiang ~~Company~~Lin. In ~~received~~accordance ~~nominal~~with ~~consideration~~the ~~for~~terms of the Share ~~Disposal~~Exchange asAgreement, wethe ~~have~~Selling ~~determined~~Stockholders ~~that~~sold ~~our~~and transferred 100 shares of Hongchang ~~shareholding~~BVI, ~~interest~~constituting all of the issued and outstanding share capital of Hongchang BVI, to the Company in HPexchange ~~TECHNOLOGY~~for ~~LIMITED~~an isaggregate of 415,582,375 new shares aof ~~deficit~~the ~~value.~~Company’s ~~The~~common ~~Share~~stock ~~Disposal~~(the ~~was~~“Consideration ~~consummated~~Shares”), onof ~~September~~which 353,322,843 shares 4were issued to Zengqiang Investment Limited and 62,259,532 shares ~~2023~~were issued to Hong Jin Investment Limited.

~~Change~~ Disposal of ~~Name~~our ~~and~~then-existing ~~Ticker Symbol~~business

~~In November~~On August 21, 2023, ~~the~~we ~~Company~~entered ~~filed~~into a ~~Certificate~~share purchase agreement (“Share Purchase Agreement”) with our Director, Mr. Ban Siong Ang as the buyer, to dispose of ~~Amendment~~our existing assets held prior to ~~its~~the ~~Articles~~Hongchang Acquisition, comprising of ~~Incorporation~~our ~~with~~entire ~~Nevada’s~~shareholding ~~Secretary~~interest ofin ~~State~~HP toTECHNOLOGY ~~change~~LIMITED, which directly and indirectly ~~its~~holds ~~name~~the ~~from~~equity “interest in our indirect subsidiaries, Heyu ~~Biological~~Healthcare Technology ~~Corporation”~~Limited, ~~to “Hongchang~~Jiashierle ~~International~~(Xiamen) Healthcare Technology Co., Ltd.~~” The~~ ~~Company also~~and ~~requested~~our to60% ~~change~~equity ~~its~~interest ~~OTC~~in ~~Markets~~Shanghai ~~ticker~~Kangzi ~~symbol~~Medical ~~from~~Technology ~~“HYBT”~~Co., toLtd. (the “~~HCIL~~Share Disposal”,). ~~which~~Our ~~was~~Company received ~~approved~~nominal byconsideration ~~FINRA~~for ~~and took~~the ~~effect~~Share Disposal as we have determined that our shareholding interest in HP TECHNOLOGY LIMITED is of ~~November~~a 28deficit value. The Share Disposal was consummated on September 4, 2023.

4Change of Name and Ticker Symbol

~~Corporate~~In November 2023, the Company filed a Certificate ~~Structure~~of Amendment to its Articles of Incorporation with Nevada’s Secretary of State to change its name from “Heyu Biological Technology Corporation” to “Hongchang International Co., Ltd.” The Company also requested to change its OTC Markets ticker symbol from “HYBT” to “HCIL”, which was approved by FINRA and took effect as of November 28, 2023.

~~The following diagram sets forth the corporate structure of the Company as of the date of this Annual Report:~~4

5Corporate Structure

~~Cash~~The following diagram sets forth the corporate ~~Transfers~~structure ~~and~~of ~~Distributions~~the Company as of the date of this Annual Report:

No cash transfers have occurred among our subsidiaries and the Company during the fiscal year ended December 31, 2023. We are not aware of any restrictions on foreign exchange or limitations on transferring cash among the Company, our BVI subsidiary, and our Hong Kong subsidiary. Transfers of funds among our PRC subsidiaries are free of restrictions. The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. Remittances of funds from our PRC subsidiaries to the Company, our BVI subsidiary, and/or our Hong Kong subsidiary are subject to review and conversion of Renminbi to U.S. Dollars through the bank designated and authorized by China’s State Administration of Foreign Exchange (“SAFE”) to monitor foreign exchange activities.5

~~Under existing~~Cash ~~PRC~~Transfers ~~foreign exchange regulations, payments of current account items, including profit distributions, interest payments~~ and ~~trade and~~Distributions service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, cash generated from the operations of our PRC subsidiary in China may be used to pay dividends to our company without prior approval of SAFE. However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we will need to obtain SAFE approval or complete certain mandatory registration procedures to use cash generated from the operations of our PRC subsidiary to pay any debts they may incur in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi.

InNo ~~addition,~~cash ~~any~~transfers ~~transfer~~have ofoccurred ~~funds~~among ~~by us to~~ our ~~PRC~~ subsidiaries, ~~either~~and asthe aCompany ~~stockholder~~during ~~loan~~the orfiscal asyears anended ~~increase~~December in31, ~~registered~~2024 ~~capital,~~and is2023. ~~subject~~We toare ~~approval~~not byaware orof ~~registration~~any orrestrictions ~~filing~~on ~~with~~foreign ~~relevant~~exchange or ~~governmental~~limitations ~~authorities~~on intransferring ~~China.~~cash ~~Any~~among ~~foreign~~the ~~loans~~Company, ~~procured~~our byBVI ~~our~~subsidiary, ~~PRC~~and ~~subsidiaries~~our ~~will~~Hong beKong ~~required~~subsidiary. toTransfers beof ~~registered~~funds ~~with~~among ~~SAFE~~our orPRC ~~its~~subsidiaries ~~local~~are ~~branches~~free orof ~~satisfy relevant requirements~~restrictions. ~~These~~The ~~restrictions~~PRC ~~may~~government ~~adversely~~imposes ~~affect~~controls on the ~~operations~~convertibility of ~~our~~the ~~PRC~~Renminbi ~~subsidiaries. The~~into ~~remittance~~foreign ofcurrencies and, ~~dividends~~in bycertain acases, ~~wholly~~the ~~foreign-owned~~remittance ~~company~~of currency out of China. isRemittances ~~subject~~of tofunds ~~examination~~from byour ~~the banks designated by SAFE. Our~~ PRC subsidiaries ~~may be restricted from paying dividends~~ to usthe Company, ~~and if we are unable to obtain dividends from~~ our ~~PRC subsidiaries,~~BVI ~~if any~~subsidiary, itand/or ~~may~~our ~~adversely~~Hong ~~impact~~Kong ~~our~~subsidiary ~~dividends~~are ~~distribution~~subject to ~~investors~~review ~~(if~~and ~~any).~~conversion ~~See~~of ~~“Risk~~Renminbi ~~Factors —~~to ~~Governmental control~~U.S. ofDollars ~~currency~~through ~~conversion~~the ~~may~~bank ~~limit~~designated and ~~our~~authorized ~~ability~~by toChina’s ~~utilize~~State ~~our~~Administration ~~income~~of ~~effectively~~Foreign ~~and~~Exchange ~~affect~~(“SAFE”) ~~the~~to ~~value~~monitor offoreign ~~your~~exchange ~~investment~~activities.”

~~Currently~~Under existing PRC foreign exchange regulations, wepayments doof ~~not~~current ~~have~~account ~~cash~~items, ~~management~~including ~~policies~~profit ~~that~~distributions, ~~dictate~~interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, cash ~~transfers~~generated ~~among~~from the operations of our ~~Company~~PRC subsidiary in China may be used to pay dividends to our company without prior approval of SAFE. However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and ~~its~~remitted ~~subsidiaries~~out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we will need to obtain SAFE approval or complete certain mandatory registration procedures to use cash generated from the operations of our PRC subsidiary to pay any debts they may incur in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi.

~~During the~~In ~~fiscal~~addition, ~~year~~any ~~ended~~transfer ~~December~~of 31funds by us to our PRC subsidiaries, ~~2023~~either as a stockholder loan or as an increase in registered capital, ~~(1)~~is nosubject ~~cash~~to ~~transfers~~approval ~~have~~by ~~occurred~~or ~~between~~registration ~~our~~or ~~Company~~filing with ~~and~~relevant ~~its~~governmental ~~subsidiaries;~~authorities ~~(2)~~in ~~none~~China. ofAny foreign loans procured by our PRC subsidiaries ~~have~~will ~~made~~be ~~any~~required ~~dividend~~to ~~payment~~be registered with SAFE or ~~distribution~~its tolocal ~~our~~branches ~~Company;~~or ~~and~~satisfy ~~(3)~~relevant ~~neither~~requirements. ~~the~~These ~~Company~~restrictions ~~nor~~may ~~any~~adversely affect the operations of ~~its~~our ~~subsidiaries~~PRC ~~have~~subsidiaries. ~~made~~The ~~any~~remittance of dividends orby ~~distributions~~a wholly foreign-owned company out of China is subject to ~~U.S.~~examination ~~investors.~~by the banks designated by SAFE. Our PRC subsidiaries ~~have~~may nobe ~~plans~~restricted tofrom ~~make~~paying ~~any~~dividends ~~distribution~~to orus, ~~dividend~~and ~~payment~~if ~~to the~~we ~~Company~~are inunable ~~the~~to ~~near~~obtain ~~future.~~dividends ~~Neither~~from ~~the~~our ~~Company~~PRC ~~nor~~subsidiaries, if any, ofit ~~its~~may ~~subsidiaries~~adversely ~~have~~impact ~~plans~~our dividends distribution to ~~make~~investors (if any). ~~distribution~~See or“Risk ~~dividend~~Factors — ~~payment~~Governmental control of currency conversion may limit our ability to ~~the~~utilize ~~investors~~our inincome effectively and affect the ~~near~~value ~~future~~of your investment.”

~~Available~~Currently, we do not have cash management policies ~~Information~~that dictate cash transfers among our Company and its subsidiaries.

~~The Company~~During ~~expects~~the tofiscal ~~continue~~years toended ~~file~~December ~~annual~~31, ~~reports~~2024 and ~~on Form 10-K~~2023, ~~quarterly~~(1) ~~reports~~no oncash ~~Form~~transfers ~~10-Q~~have ~~and~~occurred ~~current~~between ~~reports~~our onCompany ~~Form 8-K, proxy statements~~ and ~~other~~its ~~information~~subsidiaries; ~~with~~(2) ~~the~~none ~~SEC.~~of ~~Any~~our ~~materials~~subsidiaries ~~filed~~have bymade ~~the~~any ~~Company~~dividend payment ~~with~~or ~~the~~distribution ~~SEC~~to ~~may~~our beCompany; ~~read~~ and ~~copied~~(3) atneither the ~~SEC’s Public~~Company ~~Reference~~nor ~~Room~~any atof ~~100~~its Fsubsidiaries ~~Street,~~have ~~NE,~~made ~~Washington,~~any ~~D.C.~~dividends ~~20549.~~or ~~Information on the operation of the SEC’s Public Reference Room~~distributions isto ~~available~~U.S. ~~by calling the SEC at 1-800-SEC-0330~~investors. ~~The~~Our ~~SEC~~subsidiaries ~~maintains~~have ano ~~website~~plans ~~that~~to ~~contains~~make ~~annual,~~any ~~quarterly~~distribution ~~and~~or ~~current~~dividend ~~reports,~~payment ~~proxy statements~~to ~~and other information that issuers (including~~ the Company) ~~file~~in ~~electronically with~~ the ~~SEC~~near future. ~~The Internet address of~~ Neither the ~~SEC’s website~~Company isnor ~~http://www.sec.gov.~~any ~~The address~~ of ~~our~~its ~~principal~~subsidiaries ~~executive~~have ~~offices~~plans ~~and~~to ~~corporate~~make ~~offices~~any isdistribution ~~Block~~or ~~20,~~dividend ~~Hongchang~~payment ~~Food~~to ~~Co., Ltd.,~~the ~~Yuanhong~~investors ~~Investment~~in ~~Zone,~~the ~~Donggao~~near ~~Village, Chengtou Town, Fuqing City, Fuzhou City, Fujian Province, 350300, China~~future. ~~Our telephone number is (86) 180 5901 6050.~~

6Available Information

~~ITEM~~The Company expects to continue to file annual 1Areports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, proxy statements and other information with the SEC. ~~RISK~~Any ~~FACTORS~~materials filed by the Company with the SEC may be read and copied at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the SEC’s Public Reference Room is available by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains annual, quarterly and current reports, proxy statements and other information that issuers (including the Company) file electronically with the SEC. The Internet address of the SEC’s website is http://www.sec.gov. The address of our principal executive offices and corporate offices is Block 20, Hongchang Food Co., Ltd., Yuanhong Investment Zone, Donggao Village, Chengtou Town, Fuqing City, Fuzhou City, Fujian Province, 350300, China. Our telephone number is (86) 180 5901 6050.

~~Smaller reporting companies are not required to provide the information required by this item.~~6

~~Risks Related~~ITEM to1A. ~~Doing~~RISK ~~Business in China~~FACTORS

~~The uncertainties~~Smaller inreporting ~~the~~companies ~~Chinese~~are ~~legal~~not ~~system~~required ~~could~~to provide ~~materially~~the ~~and~~information ~~adversely~~required ~~affect~~by usthis item.

~~In 1979,~~Risks ~~the~~Related ~~Chinese government began~~ to ~~promulgate~~Doing aBusiness ~~comprehensive system of laws and regulations governing economic matters~~ in ~~general. The overall effect of legislation over the past four decades has significantly enhanced the protections afforded to various forms of foreign investments in mainland~~ China. However, mainland China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in mainland China. In particular, the Chinese legal system is based on written statutes and prior court decisions have limited value as precedents. Since these laws and regulations are relatively new and the Chinese legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules may not be uniform and enforcement of these laws, regulations and rules involves uncertainties. These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us. Furthermore, the Chinese legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have a retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the violation. In addition, any administrative and court proceedings in mainland China may be protracted, resulting in substantial costs and diversion of resources and management attention.

~~In July~~The ~~2021,~~uncertainties ~~the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to enhance its enforcement against illegal activities~~ in the securities markets and promote the high-quality development of capital markets, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over Chinese ~~companies~~legal ~~listed overseas, and to establish and improve the~~ system ~~of extraterritorial~~ ~~application~~could ofmaterially ~~the Chinese securities laws. Since this document is relatively new, uncertainties exist in relation to how soon legislative or administrative regulation-making bodies will respond~~ and ~~what~~adversely ~~existing~~affect or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on companies like us. It is especially difficult for us to accurately predict the potential impact on the Company of new legal requirements in mainland China because the Chinese legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value.

~~The~~ In 1979, the Chinese government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past four decades has significantly enhanced the protections afforded to various forms of foreign investments in mainland China. However, mainland China has not developed a fully integrated legal system, and recently enacted laws and regulations may ~~intervene~~not sufficiently cover all aspects of economic activities in ormainland ~~influence~~China. In particular, the Chinese legal system is based on written statutes and prior court decisions have limited value as precedents. Since these laws and regulations are relatively new and the Chinese legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules may not be uniform and enforcement of these laws, regulations and rules involves uncertainties. These uncertainties may affect our ~~operations~~judgment aton ~~any~~the ~~time~~relevance of legal requirements and our ability to enforce our contractual rights or tort claims. In addition, ~~which~~the ~~could~~regulatory ~~result~~uncertainties may be exploited through unmerited or frivolous legal actions or threats in aattempts ~~material~~to ~~change~~extract payments or benefits from us. Furthermore, the Chinese legal system is based in ~~our~~part ~~operations~~on government policies and ~~significantly~~internal rules, some of which are not published on a timely basis or at all and ~~adversely~~may ~~impact~~have ~~the~~a ~~value~~retroactive effect. As a result, we may not be aware of our ~~shares~~violation of any of these policies and rules until sometime after the violation. In addition, ~~including~~any ~~potentially~~administrative and ~~making~~court ~~those~~proceedings ~~shares~~in ~~worthless~~mainland China may be protracted, resulting in substantial costs and diversion of resources and management attention.

~~The Chinese~~In ~~government~~July ~~has~~2021, ~~significant~~the ~~oversight~~General ~~and~~Office ~~discretion~~of ~~over~~ the ~~conduct~~Communist Party of ~~our~~China ~~business~~Central Committee and ~~may~~the ~~intervene~~General orOffice ~~influence~~of ~~our~~the ~~operations as~~State ~~the~~Council ~~government~~jointly ~~deems~~issued ~~appropriate~~a document to ~~further~~enhance ~~regulatory,~~its ~~political~~enforcement ~~and~~against illegal ~~societal~~activities ~~goals.~~in ~~The~~the ~~Chinese~~securities ~~government~~markets ~~has~~and ~~recently~~promote ~~published new~~the ~~policies~~high-quality ~~that~~development ~~significantly~~of ~~affected~~capital ~~certain~~markets, ~~industries~~which, ~~such~~among asother things, requires the ~~education~~relevant ~~and~~governmental ~~internet~~authorities ~~industries,~~to ~~and~~strengthen wecross-border ~~cannot~~oversight ~~rule~~of ~~out~~law-enforcement ~~the possibility~~and ~~that~~judicial itcooperation, ~~will~~to inenhance ~~the~~supervision over ~~future~~Chinese ~~release~~companies ~~regulations~~listed oroverseas, ~~policies~~and ~~regarding~~to ~~our~~establish ~~industry~~and ~~that~~improve ~~could~~the ~~require~~system usof toextraterritorial ~~seek~~application ~~permission from~~of the Chinese ~~authorities~~securities laws. toSince ~~continue~~this todocument ~~operate~~is ~~our~~relatively ~~business~~new, ~~which~~uncertainties ~~may~~exist ~~adversely~~in ~~affect~~relation ~~our~~to ~~business,~~how ~~financial~~soon ~~condition,~~legislative ~~and~~or ~~results~~administrative regulation-making ofbodies ~~operations.~~will ~~Furthermore,~~respond ~~recent~~and ~~statements~~what ~~made~~existing byor ~~the~~new ~~Chinese~~laws ~~government~~or ~~have~~regulations ~~indicated~~or andetailed ~~intent~~implementations toand ~~increase~~interpretations ~~the~~will ~~government’s~~be modified or promulgated, ~~oversight~~if any, and ~~control~~the ~~over~~potential ~~offerings~~impact ofsuch ~~companies~~modified ~~with~~or ~~significant~~new ~~operations~~laws inand ~~mainland~~regulations ~~China~~will ~~that~~have ~~are~~on tocompanies belike ~~conducted~~us. inIt ~~foreign~~is ~~markets,~~especially difficult asfor ~~well~~us asto ~~foreign~~accurately ~~investment~~predict inthe ~~China-based~~potential ~~issuers.~~impact ~~Any~~on ~~such~~the ~~action,~~Company ifof ~~taken~~new bylegal ~~the~~requirements ~~Chinese~~in ~~government,~~mainland ~~could~~China ~~significantly~~because ~~limit~~the Chinese legal orsystem ~~completely~~is ~~hinder~~a ~~our~~civil ~~ability~~law tosystem ~~offer~~based oron ~~continue~~written tostatutes. ~~offer~~Unlike ~~shares~~the tocommon ~~our~~law ~~investors~~system, ~~and~~prior ~~could~~court ~~cause~~decisions under the ~~value~~civil oflaw ~~our~~system may ~~shares~~be tocited ~~significantly decline~~for orreference ~~become~~but ~~worthless~~have limited precedential value.

7The Chinese government may intervene in or influence our operations at any time, which could result in a material change in our operations and significantly and adversely impact the value of our shares, including potentially making those shares worthless.

The ~~PRC~~ Chinese government ~~exerts~~has ~~substantial~~significant ~~influence~~oversight and discretion over the ~~manner~~conduct of our business and may intervene or influence our operations as the government deems appropriate to further regulatory, political and societal goals. The Chinese government has recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in ~~which~~the future release regulations or policies regarding our ~~PRC~~industry ~~subsidiaries~~that ~~must~~could ~~conduct~~require ~~their~~us to seek permission from Chinese authorities to continue to operate our business, which ~~activities~~may adversely affect our business, financial condition, and results of operations. Furthermore, recent statements made by the Chinese government have indicated an intent to increase the government’s oversight and control over offerings of companies with significant operations in mainland China that are to be conducted in foreign markets, as well as foreign investment in China-based issuers. Any such action, if taken by the Chinese government, could significantly limit or completely hinder our ability to offer or continue to offer shares to our investors and could cause the value of our shares to significantly decline or become worthless.

The PRC government has exercised, and continues to exercise, substantial control over virtually every sector of the Chinese economy through regulation and state ownership, including food trade where our PRC subsidiaries have been doing their business. Any government decisions or actions to change the way food business is regulated, or any decisions the government might make to cut spending, could adversely impact our PRC subsidiaries’ business and our results of operations. In addition, the ability of our PRC subsidiaries to operate in China may be harmed by changes in PRC laws and regulations, including those relating to food safety, taxation, environmental conditions, land use rights, property and other matters. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties. The central or local governments of the jurisdictions in which our PRC subsidiaries operate may impose new, stricter regulations or interpretations of existing regulations with little advance notice that would require additional expenditures and efforts on their part to ensure our subsidiaries’ compliance with such regulations or interpretations. Our PRC subsidiaries may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. In the event that our PRC subsidiaries are not able to substantially comply with any existing or newly adopted laws and regulations, our business operations may be materially adversely affected and the value of our stock may significantly decrease.7

~~Furthermore, the~~The PRC government ~~authorities~~exerts ~~may~~substantial ~~strengthen oversight and control~~ influence over ~~offerings~~the ~~that~~manner ~~are conducted overseas and/or foreign investment~~ in ~~China-based issuers like us. Such actions taken by the PRC government authorities may intervene or influence the operations of our PRC subsidiaries at any time,~~ which ~~may be beyond~~ our ~~control. Therefore, any such action may adversely affect the operations of our~~ PRC subsidiaries ~~and~~must ~~substantially~~conduct ~~limit~~their orbusiness ~~hinder our ability to offer or continue to offer securities to you and significantly reduce the value of such securities or cause the value of such securities to be completely worthless~~activities.

WeThe PRC government has exercised, and continues ~~may~~to beexercise, ~~required~~substantial ~~under~~control over virtually every sector of the Chinese economy through regulation and state ownership, including food trade where our PRC ~~laws~~subsidiaries tohave ~~submit~~been ~~filings~~doing their business. Any government decisions or actions to ~~CSRC,~~change the ~~CAC~~way food business is regulated, or ~~other~~any ~~PRC~~decisions ~~governmental~~the ~~authorities~~government ~~for~~might ~~our~~make ~~future~~to ~~offerings.~~cut ~~However~~spending, we ~~believe~~could ~~that~~adversely weimpact our PRC subsidiaries’ business and our results of operations. In addition, the ability of our PRC subsidiaries ~~are~~to ~~not~~operate ~~currently~~in ~~required~~China tomay ~~obtain~~be ~~the~~harmed ~~approval~~by changes in PRC laws and~~/or~~ ~~comply~~regulations, ~~with~~including ~~other~~those ~~requirements~~relating ~~of the~~to ~~CSRC~~food safety, ~~the~~taxation, ~~CAC~~environmental conditions, orland use rights, property and other ~~PRC~~matters. The ~~governmental~~central ~~authorities~~or ~~under~~local ~~PRC~~governments ~~rules~~of these jurisdictions may impose new, stricter regulations or ~~policies~~interpretations inof ~~connection~~existing ~~with~~regulations that would require additional expenditures and efforts on our ~~continued~~part ~~listing~~to ensure our compliance with such regulations or interpretations. InAccordingly, government actions in the ~~event~~future, ~~that~~including any ~~such~~decision ~~approval~~not isto ~~required~~continue to support recent economic reforms and to return to a more centrally planned economy or ~~that~~regional ~~there~~or ~~are~~local ~~other~~variations ~~requirements~~in wethe implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and/ could require us to divest ourselves of any interest we then hold in Chinese properties. The central or local governments of the jurisdictions in which our PRC subsidiaries ~~are~~operate ~~obligated~~may toimpose new, ~~comply~~stricter regulations or interpretations of existing regulations with, welittle ~~cannot~~advance ~~predict~~notice ~~whether~~that would require additional expenditures and efforts on their part to ensure our subsidiaries’ compliance with such regulations or ~~how~~interpretations. ~~soon~~Our wePRC subsidiaries may incur increased costs necessary to comply with existing and/ newly adopted laws and regulations or penalties for any failure to comply. In the event that our PRC subsidiaries ~~will~~are benot able to ~~obtain~~substantially ~~such~~comply ~~approvals~~with ~~and/~~any existing or ~~comply~~newly adopted laws and regulations, our ~~with~~business ~~such~~operations ~~requirements~~may be materially adversely affected and the value of our stock may significantly decrease.

We are not currently required to obtain prior approval or prior permission from the CSRC or any other Chinese regulatory authority under the Chinese laws and regulations currently in effect to issue securities to foreign investors. On February 17Furthermore, ~~2023,~~ the ~~CSRC~~PRC ~~released~~government ~~the~~authorities ~~Trial Administrative Measures for Administration~~may ofstrengthen ~~Overseas~~oversight ~~Securities Offerings~~ and ~~Listings~~control byover ~~Domestic~~offerings ~~Companies (the “Trial Measures”) and five supporting guidelines, which came into effect on March 31, 2023. Pursuant to the Trial Measures, PRC domestic companies~~ that ~~seek~~are toconducted ~~offer and list securities~~ overseas, ~~directly~~ and/or ~~indirectly,~~foreign ~~should~~investment ~~fulfill~~in ~~the~~China-based ~~filing~~issuers ~~procedure~~like ~~and report relevant information to the CSRC~~us. ~~The Trial Measures~~ ~~provides~~Such ~~that~~actions ~~subsequent~~taken ~~securities~~by ~~offerings of an issuer in~~ the ~~same~~PRC ~~overseas~~government ~~market~~authorities ~~where~~may itintervene ~~has~~or ~~previously~~influence ~~offered and listed securities shall be filed with~~ the ~~CSRC within~~ ~~three~~operations ~~(3)~~of ~~working~~our ~~days~~PRC ~~after~~subsidiaries ~~the~~at ~~offering~~any ~~is completed~~time, which may ~~subject~~be usbeyond toour ~~additional compliance~~control. ~~requirements in the future~~Therefore, ~~and~~any wesuch ~~cannot~~action ~~assure~~may ~~that~~adversely weaffect ~~will be able to get~~ the ~~clearance~~operations of ~~filing~~our ~~procedures~~PRC ~~under~~subsidiaries ~~the~~and ~~Trial Measures~~substantially ~~on a timely basis,~~ limit or athinder ~~all.~~our Ifability ~~a PRC domestic company fails~~ to ~~complete~~offer ~~the filing procedures~~ or ~~conceals~~continue ~~any material fact or falsifies any major content in its filing documents, such domestic company may be subject~~ to ~~administrative~~offer ~~penalties~~securities ~~by the CSRC, such as order~~ to ~~rectify,~~you ~~warnings, fines,~~ and ~~its~~significantly ~~controlling~~reduce ~~stockholders, actual controllers,~~ the ~~person~~value ~~directly~~of insuch ~~charge~~securities ~~and~~or ~~other~~cause the ~~directly~~value ~~liable~~of ~~persons~~such ~~may~~securities ~~also~~to be ~~subject~~completely ~~to administrative penalties, such as warnings and fines~~worthless.

~~Additionally, the~~We ~~Trial~~may ~~Measures~~be ~~and~~required ~~supporting~~under ~~guidelines~~PRC ~~will~~laws ~~implement a new regulatory framework requiring China-based companies~~ to submit ~~filings~~ filings to ~~the~~ CSRC, ~~following~~ the ~~completion~~CAC, ofor ~~future~~other ~~issuances~~PRC ofgovernmental ~~equity~~authorities ~~securities~~for toour ~~foreign~~future ~~investors~~offerings. ~~The~~However, ~~Circular~~we onbelieve ~~Administrative~~that ~~Arrangements~~we and our PRC subsidiaries ~~for~~are ~~Filing~~not ofcurrently ~~Overseas~~required ~~Issuance~~to ~~and~~obtain ~~Listing~~the ofapproval ~~Domestic~~and/or ~~Companies~~comply ~~released~~with byother requirements of the CSRC, ~~provides~~the ~~that~~CAC, ~~companies~~or ~~already~~other ~~listed~~PRC ~~on overseas~~governmental ~~exchanges~~authorities ~~will~~under bePRC ~~grandfathered~~rules, ~~such~~regulations ~~that~~or ~~prior~~policies ~~offerings~~in ~~will~~connection ~~not~~with ~~need~~our tocontinued belisting. ~~filed~~In ~~with~~ the ~~CSRC.~~event ~~However,~~that weany ~~may~~such beapproval is required toor ~~submit filings~~that tothere ~~the~~are ~~CSRC~~other inrequirements ~~connection~~we ~~with~~and/or ~~future~~our ~~offerings,~~PRC ~~including~~subsidiaries ~~follow-on~~are ~~offerings,~~obligated ~~secondary~~to ~~offerings~~comply with, orwe ~~other~~cannot ~~shelf~~predict ~~offerings,~~whether or ~~within~~how ~~three~~soon ~~working~~we ~~days~~and/or ~~following~~our ~~the~~PRC ~~completion~~subsidiaries ofwill ~~any~~be able to obtain such ~~offering(s)~~approvals and/or comply with such requirements.

8We are not currently required to obtain prior approval or prior permission from the CSRC or any other Chinese regulatory authority under the Chinese laws and regulations currently in effect to issue securities to foreign investors. On February 17, 2023, the CSRC released the Trial Administrative Measures for Administration of Overseas Securities Offerings and Listings by Domestic Companies (the “Trial Measures”) and five supporting guidelines, which came into effect on March 31, 2023. Pursuant to the Trial Measures, PRC domestic companies that seek to offer and list securities overseas, directly or indirectly, should fulfill the filing procedure and report relevant information to the CSRC. The Trial Measures provides that subsequent securities offerings of an issuer in the same overseas market where it has previously offered and listed securities shall be filed with the CSRC within three (3) working days after the offering is completed, which may subject us to additional compliance requirements in the future, and we cannot assure that we will be able to get the clearance of filing procedures under the Trial Measures on a timely basis, or at all. If a PRC domestic company fails to complete the filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties by the CSRC, such as order to rectify, warnings, fines, and its controlling stockholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines.

~~On February 24~~Additionally, ~~2023,~~ the ~~CSRC~~Trial Measures and ~~other~~supporting guidelines ~~PRC~~will ~~governmental~~implement ~~authorities~~a ~~jointly~~new ~~issued~~regulatory ~~the~~framework ~~revised~~requiring ~~Provisions~~China-based oncompanies ~~Strengthening~~to ~~Confidentiality and~~submit ~~Archives~~filings ~~Administration~~to ofthe ~~Overseas~~CSRC ~~Securities~~following ~~Offering and Listing by Domestic Companies (~~the ~~“Revised Confidentiality Provisions”),~~completion ~~which~~of ~~came~~future ~~into~~issuances ~~effect~~of onequity ~~March~~securities ~~31, 2023. According~~ to ~~the~~foreign ~~Revised~~investors. ~~Confidentiality~~The ~~Provisions,~~Circular ~~Chinese~~on ~~companies~~Administrative ~~that~~Arrangements ~~directly~~for orFiling ~~indirectly conduct~~of ~~overseas~~Overseas ~~offerings~~ Issuance and ~~listings,~~Listing ~~shall~~of ~~strictly~~Domestic ~~abide~~Companies released by the ~~laws~~CSRC ~~and~~provides ~~regulations~~that oncompanies ~~confidentiality~~already ~~when~~listed ~~providing~~on oroverseas ~~publicly disclosing,~~exchanges ~~either~~will ~~directly~~be orgrandfathered, such ~~through~~that ~~their~~prior ~~overseas~~offerings ~~listed~~will ~~entities,~~not ~~materials~~need to ~~securities~~be ~~services~~filed ~~providers.~~with In the ~~event~~CSRC. ~~such materials~~However, ~~contain~~we ~~state~~may ~~secrets~~be orrequired ~~working~~to ~~secrets~~submit offilings ~~government~~to ~~agencies,~~ the ~~Chinese~~CSRC ~~companies~~in ~~shall first obtain approval from authorities,~~connection ~~and file~~ with ~~the~~future ~~secrecy~~offerings, ~~administrative~~including ~~department~~follow-on atofferings, ~~the~~secondary ~~same level with the approving authority; in the event that such materials~~offerings, if ~~divulged, will jeopardize national security~~ or ~~public~~other ~~interest~~shelf offerings, ~~the~~within ~~Chinese~~three ~~companies~~working ~~shall~~days ~~comply with procedures stipulated by national~~following ~~regulations.~~the ~~The~~completion ~~Chinese companies shall also provide a written statement~~ of ~~the~~any ~~specific sensitive information provided when providing materials to securities service providers, and~~ such ~~written statements shall be retained for inspection~~offering(s).

The PRC Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”) appear to require that offshore special purpose vehicles, controlled by Chinese companies or individuals formed for the purpose of seeking a public listing on an overseas stock exchange through acquisitions of Chinese domestic companies or assets in exchange for the shares of the offshore special purpose vehicles, obtain CSRC approval prior to publicly listing their securities on an overseas stock exchange. The interpretation and application of those regulations remain unclear.8

~~Furthermore, in~~On ~~July~~February ~~2021~~24, 2023, the ~~General~~CSRC ~~Office~~and ofother ~~the~~PRC ~~Communist~~governmental authorities ~~Party~~jointly ofissued ~~China~~the ~~Central~~revised ~~Committee~~Provisions ~~and~~on ~~the~~Strengthening ~~General~~Confidentiality ~~Office~~and ofArchives ~~the~~Administration ~~State~~of ~~Council~~Overseas ~~jointly~~Securities ~~promulgated~~Offering ~~the~~and ~~Opinions~~Listing onby ~~Strictly~~Domestic ~~Cracking~~Companies ~~Down~~(the on“Revised ~~Illegal~~Confidentiality ~~Securities~~Provisions”), ~~Activities~~which incame ~~Accordance~~into ~~with~~effect ~~the~~on ~~Law~~March 31, 2023. ~~pursuant~~According to ~~which~~the ~~Chinese regulators~~Revised ~~are~~Confidentiality ~~required~~Provisions, toChinese ~~accelerate~~companies ~~rulemaking~~that ~~related~~directly toor ~~the~~indirectly conduct overseas ~~issuance~~offerings and listings, ~~listing~~shall ofstrictly ~~securities,~~abide ~~and~~by ~~update~~ the ~~existing~~ laws and regulations ~~related~~on toconfidentiality ~~data~~when ~~security,~~providing ~~cross-border~~or ~~data~~publicly ~~flow~~disclosing, ~~and~~either ~~management~~directly ofor through ~~confidential~~their ~~information.~~overseas ~~Numerous~~listed ~~regulations~~entities, ~~guidelines~~ ~~and~~materials ~~other~~to ~~measures~~securities ~~have~~services ~~been~~providers. orIn ~~are~~the ~~expected~~event tosuch bematerials ~~adopted~~contain ~~under~~state ~~the~~secrets or ~~umbrella~~working secrets of orgovernment inagencies, ~~addition to~~ the ~~PRC~~Chinese ~~Cyber~~companies ~~Security Law~~shall ~~and~~first ~~PRC~~obtain ~~Data~~approval ~~Security~~from ~~Law. The~~authorities, ~~Cybersecurity~~and ~~Review~~file ~~Measures~~with ~~(Decree~~the ~~No.~~secrecy administrative 8department ofat the ~~Cybersecurity~~same ~~Administration~~level ofwith the ~~PRC), or~~approving authority; in the ~~revised~~event ~~Cybersecurity~~that ~~Review~~such ~~Measures~~materials, ~~enacted~~if ~~on December 28~~divulged, ~~2021~~will ~~and~~jeopardize national ~~came~~security ~~into~~or ~~effect~~public oninterest, ~~February~~the ~~15,~~Chinese ~~2022,~~companies ~~require~~shall ~~online platform~~comply ~~operators~~with ~~holding~~procedures ~~over~~stipulated ~~one~~by ~~million~~national ~~users’~~regulations. ~~personal~~The ~~information~~Chinese companies toshall ~~apply~~also ~~for~~provide a ~~cybersecurity~~written ~~review~~statement ~~before~~of ~~any~~the ~~public~~specific ~~offering on~~sensitive ainformation ~~foreign~~provided ~~stock~~when ~~exchange. These~~providing ~~statements~~materials ~~and~~to ~~regulations~~securities service ~~are recently issued~~providers, and ~~there~~such ~~remain~~written ~~substantial~~statements ~~uncertainties~~shall ~~about their~~be ~~interpretation~~retained ~~and~~for ~~implementation~~inspection.

~~Certain internet~~The ~~platforms~~PRC inRegulations ~~China~~on ~~have~~Mergers ~~reportedly~~and ~~become~~Acquisitions of ~~subject~~Domestic toEnterprises ~~heightened~~by ~~regulatory~~Foreign ~~scrutiny~~Investors in(the ~~relation~~“M&A toRules”) ~~cybersecurity~~appear ~~matters.~~to ~~As of~~require ~~the~~that ~~date~~offshore ofspecial ~~this~~purpose ~~Report~~vehicles, controlled weby ~~have~~Chinese ~~not~~companies ~~been~~or ~~included~~individuals ~~within~~formed for the ~~definition~~purpose of ~~“operator~~seeking ofa ~~critical~~public ~~information~~listing ~~infrastructure” by~~on aan ~~competent~~overseas ~~authority,~~stock ~~nor~~exchange ~~have~~through acquisitions weof ~~been~~Chinese ~~informed~~domestic bycompanies ~~any~~or ~~PRC~~assets ~~governmental~~in ~~authority~~exchange offor ~~any~~the ~~requirement~~shares ~~that~~of wethe ~~file~~offshore ~~for~~special apurpose ~~cybersecurity review. However~~vehicles, ifobtain weCSRC approval ~~are~~prior ~~deemed~~ to bepublicly alisting ~~critical~~their ~~information~~securities ~~infrastructure~~on ~~operator or~~ an ~~online~~overseas ~~platform~~stock ~~operator~~exchange. ~~that~~The isinterpretation ~~engaged in data processing~~ and ~~holds~~application ~~personal information~~ of ~~more~~those ~~than one million users, we could be subject to PRC cybersecurity review in~~regulations ~~the~~remain ~~future~~unclear.

~~As there~~Furthermore, ~~are~~in ~~still~~July ~~uncertainties~~2021, ~~regarding~~the General Office of the ~~interpretation~~Communist Party of China Central Committee and ~~implementation~~the General Office of ~~such~~the ~~regulatory~~State ~~guidance,~~Council wejointly ~~cannot~~promulgated ~~assure~~the ~~investors~~Opinions on Strictly ~~that~~Cracking weDown ~~will~~on beIllegal ~~able~~Securities toActivities ~~comply~~in Accordance with ~~new~~the ~~regulatory~~Law, ~~requirements~~pursuant ~~relating~~to which Chinese regulators are required to ~~our~~accelerate rulemaking ~~future~~related to the overseas ~~capital-raising~~issuance ~~activities~~and listing of securities, and weupdate ~~may~~the existing laws and regulations related to data security, ~~become~~cross-border ~~subject~~data flow, and management of confidential information. Numerous regulations, guidelines and other measures have been or are expected to ~~more~~be ~~stringent~~adopted ~~requirements~~under ~~with~~the ~~respect~~umbrella of or in addition to ~~matters~~the ~~including~~PRC ~~data~~Cyber ~~privacy~~Security Law and ~~cross-border~~PRC ~~investigation~~Data ~~and~~Security ~~enforcement~~Law. The Cybersecurity Review Measures (Decree No. 8 of ~~legal~~the ~~claims~~Cybersecurity Administration of the PRC), or the revised Cybersecurity Review Measures, enacted on December 28, 2021 and came into effect on February 15, 2022, require online platform operators holding over one million users’ personal information to apply for a cybersecurity review before any public offering on a foreign stock exchange. These statements and regulations are recently issued, and there remain substantial uncertainties about their interpretation and implementation.

~~If our~~Certain ~~Chinese~~internet ~~subsidiaries~~platforms doin ~~not~~China ~~receive~~have orreportedly become ~~maintain~~subject ~~approvals~~to orheightened ~~inadvertently~~regulatory ~~conclude~~scrutiny ~~that~~in ~~approvals~~relation ~~needed~~to ~~for~~cybersecurity ~~their~~matters. ~~business~~As ~~are not~~of ~~required~~the ordate ifof ~~there~~this ~~are~~Report, ~~changes~~we inhave ~~applicable~~not ~~laws~~been included ~~(including~~within ~~regulations)~~the ordefinition ~~interpretations~~of “operator of ~~laws~~critical ~~and~~information ~~our~~infrastructure” ~~Chinese~~by ~~subsidiaries are~~a ~~required~~competent ~~but~~authority, ~~unable~~nor tohave ~~obtain~~we been ~~approvals~~informed inby ~~the~~any ~~future,~~PRC ~~then~~governmental ~~such~~authority ~~changes~~of orany ~~need~~requirement that we file for ~~approvals~~a ~~(if~~cybersecurity ~~not~~review. ~~obtained)~~However, ~~could~~if ~~adversely affect~~we ~~the~~are ~~operations~~deemed to ofbe ~~our~~a ~~Chinese~~critical ~~subsidiaries,~~information ~~including~~infrastructure ~~limiting~~operator or ~~prohibiting~~an ~~the~~online ~~ability~~platform ofoperator ~~our~~that ~~Chinese~~is ~~subsidiaries~~engaged toin ~~operate,~~ data processing and ~~the~~holds ~~value~~personal information of ~~our~~more ~~shares~~than one million users, we could ~~significantly~~be ~~decline~~subject orto ~~become~~PRC ~~worthless~~cybersecurity review in the future.

~~To operate~~As ~~our~~there ~~general~~are ~~business~~still ~~activities~~uncertainties ~~currently~~regarding ~~conducted~~the interpretation inand ~~mainland~~implementation ~~China, each~~ of ~~our~~such ~~Chinese~~regulatory ~~subsidiaries~~guidance, iswe ~~required~~cannot toassure ~~obtain a~~investors ~~business~~that ~~license~~we ~~from~~will ~~the~~be ~~local~~able ~~counterpart~~to ofcomply ~~the~~with ~~State~~new ~~Administration~~regulatory requirements ~~for~~relating ~~Market~~to ~~Regulation,~~our orfuture ~~SAMR.~~overseas ~~Each~~capital-raising ofactivities, ~~our~~and ~~Chinese~~we ~~subsidiaries has~~may ~~obtained~~become asubject ~~valid~~to ~~business~~more ~~license~~stringent ~~from~~requirements ~~the~~with respect ~~local~~to ~~counterpart~~matters ofincluding ~~the~~data ~~SAMR,~~privacy and nocross-border ~~application~~investigation ~~for~~and ~~any~~enforcement ~~such~~of ~~license~~legal ~~has been denied~~claims.

9If our Chinese subsidiaries do not receive or maintain approvals or inadvertently conclude that approvals needed for their business are not required or if there are changes in applicable laws (including regulations) or interpretations of laws and our Chinese subsidiaries are required but unable to obtain approvals in the future, then such changes or need for approvals (if not obtained) could adversely affect the operations of our Chinese subsidiaries, including limiting or prohibiting the ability of our Chinese subsidiaries to operate, and the value of our shares could significantly decline or become worthless.

~~We have~~To ~~not~~operate ~~yet~~our ~~received~~general ~~any~~business ~~inquiry,~~activities ~~notice, warning, or sanction regarding obtaining approval, completing filing, or other procedures~~currently conducted in ~~connection~~mainland ~~with our previous issuances of securities to foreign investors from the CSRC~~China, ~~CAC,~~each ~~or any other Chinese regulatory authorities that have jurisdiction over our operations. Based on our understanding~~ of ~~the Trial Measures and supporting guidelines, we will not be required to submit an application to the CSRC for~~ our ~~previous~~Chinese ~~issuances~~subsidiaries ofis ~~securities to foreign investors, but we may be~~ required to ~~submit~~ ~~filings~~obtain ~~with~~a ~~the~~business ~~CSRC~~license ~~after~~from the ~~completion~~local ofcounterpart ~~future securities offering in the same overseas markets. There remains uncertainty as to the interpretation and implementation~~ of ~~regulatory requirements related to overseas securities offerings and other capital markets activities, and we cannot assure you that~~ the ~~relevant Chinese regulatory authorities, including the CSRC, would reach the same conclusion~~ asState ~~us.~~Administration ~~If,~~ for ~~any~~Market ~~reason~~Regulation, ~~we were to fail to obtain any approvals~~ or toSAMR. ~~complete~~Each ~~any filings or other procedures subsequently required by the CSRC or other Chinese regulatory authorities, future offerings~~ of our ~~equity~~Chinese ~~securities~~subsidiaries tohas ~~foreign~~obtained investors may be delayed or prevented or we may face sanctions, fines, and other penalties, limitations on our ability to pay dividends outside of mainland China, limitations on our operations in mainland China, delays or restrictions on the repatriation of the proceeds from our public offerings into mainland China, or other actions that could have a ~~material~~valid ~~adverse effect on our~~ business, ~~financial~~license ~~condition,~~from ~~results~~the ~~of operations,~~local ~~and~~counterpart ~~prospects, as well as the trading price~~ of ~~our shares. Any uncertainties and/or negative publicity regarding~~ the ~~aforementioned approvals~~SAMR, ~~filings,~~ orand ~~other~~no ~~procedures~~application orfor any ~~further~~such ~~laws,~~license ~~regulations,~~has orbeen ~~interpretations that may be released or enacted in the future could have a material adverse effect on the trading price of our shares, including potentially making those shares worthless~~denied.

~~Governmental control of currency conversion may limit our ability to utilize our income effectively and affect the value of your investment~~9

~~The~~We ~~PRC~~have ~~government~~not ~~imposes~~yet ~~controls~~received onany ~~the~~inquiry, ~~convertibility~~notice, ofwarning, ~~the~~or ~~Renminbi~~sanction ~~into~~regarding ~~foreign~~obtaining ~~currencies~~approval, ~~and~~completing filing, inor ~~certain~~other ~~cases,~~procedures ~~the~~in ~~remittance~~connection ofwith ~~currency~~our ~~out~~previous issuances of securities ~~China.~~to Weforeign ~~receive~~investors ~~substantially~~from ~~all~~the ~~of our~~CSRC, ~~income~~CAC, inor ~~Renminbi.~~any ~~Under~~other ~~existing~~Chinese ~~PRC~~regulatory ~~foreign~~authorities ~~exchange~~that ~~regulations,~~have ~~payments~~jurisdiction ofover ~~current~~our ~~account~~operations. Based ~~items,~~on ~~including~~our ~~profit~~understanding ~~distributions, interest~~of ~~payments~~the ~~and~~Trial ~~trade~~Measures and ~~service-related~~supporting ~~foreign~~guidelines, ~~exchange~~we ~~transactions,~~will ~~can~~not be ~~made~~required into ~~foreign~~submit ~~currencies~~an ~~without~~application ~~prior~~to ~~approval~~the CSRC offor ~~SAFE~~our byprevious ~~complying~~issuances ~~with~~of ~~certain~~securities ~~procedural~~to ~~requirements.~~foreign ~~Specifically~~investors, ~~under~~but ~~the~~we ~~existing~~may ~~exchange~~be ~~restrictions,~~required ~~cash~~to ~~generated~~submit ~~from~~ filings with the ~~operations~~CSRC after the completion of ~~our~~future ~~PRC~~securities ~~subsidiary~~offering in ~~China~~the ~~may~~same beoverseas ~~used~~markets. toThere ~~pay~~remains ~~dividends~~uncertainty as to ~~our~~the ~~company~~interpretation ~~without~~and ~~prior~~implementation ~~approval~~ of ~~SAFE. However, approval~~regulatory ~~from~~requirements orrelated ~~registration~~to ~~with~~overseas ~~appropriate~~securities ~~government~~offerings ~~authorities~~and isother ~~required~~capital ~~where~~markets ~~Renminbi~~activities, isand towe becannot ~~converted~~assure ~~into~~you ~~foreign~~that ~~currency~~the ~~and remitted~~relevant ~~out~~Chinese ofregulatory ~~China~~authorities, toincluding ~~pay~~the ~~capital~~CSRC, ~~expenses~~would ~~such~~reach as the ~~repayment~~same ofconclusion ~~loans~~as ~~denominated in foreign currencies~~us. AsIf, afor ~~result~~any reason, we ~~will~~were ~~need~~to fail to obtain ~~SAFE~~any ~~approval~~approvals or to complete ~~certain~~any ~~mandatory~~filings ~~registration~~or other procedures tosubsequently ~~use~~required ~~cash~~by ~~generated~~the ~~from~~CSRC ~~the~~or ~~operations~~other Chinese regulatory authorities, future offerings of our ~~PRC~~equity ~~subsidiary~~securities to ~~pay~~ ~~any~~foreign ~~debts~~investors ~~they~~may be delayed or prevented or we may ~~incur~~face insanctions, afines, ~~currency~~and other penalties, ~~than~~limitations ~~Renminbi~~on ~~owed~~our ability to ~~entities~~pay dividends outside of mainland China, orlimitations toon ~~make~~our ~~other~~operations ~~capital~~in ~~expenditure~~mainland ~~payments~~China, delays ~~outside~~or ~~China~~restrictions inon athe ~~currency~~repatriation ~~other~~of ~~than~~the ~~Renminbi.~~proceeds Infrom ~~addition~~our public offerings into mainland China, ifor ~~any~~other ofactions that could have a material adverse effect on our ~~stockholders~~business, ~~who~~financial iscondition, ~~subject~~results toof ~~SAFE~~operations, ~~regulations~~and ~~fails~~prospects, toas ~~satisfy~~ well as the ~~applicable~~trading ~~overseas~~price ~~direct~~of ~~investment~~our shares. ~~filing~~Any uncertainties and/or ~~approval~~negative ~~requirement,~~publicity regarding the ~~PRC~~aforementioned ~~government~~approvals, ~~may~~filings, ~~restrict~~or ~~our~~other ~~access~~procedures toor ~~foreign~~any ~~currencies~~further ~~for~~laws, ~~current~~regulations, ~~account~~or ~~transactions.~~interpretations Ifthat wemay ~~are~~be ~~prevented~~released ~~from~~or ~~obtaining~~enacted ~~sufficient~~in ~~foreign~~the ~~currency~~future tocould ~~satisfy~~have ~~our~~a ~~foreign~~material ~~currency~~adverse ~~demands, we~~effect ~~may~~on ~~not~~the betrading price ~~able~~of toour ~~pay~~shares, ~~dividends~~including inpotentially ~~foreign~~making ~~currencies~~those toshares ~~our stockholders~~worthless.

~~ITEM~~Governmental control of currency conversion ~~1B.~~may ~~UNRESOLVED~~limit ~~STAFF~~our ~~COMMENTS~~ability to utilize our income effectively and affect the value of your investment

~~Not~~The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our income in Renminbi. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, cash generated from the operations of our PRC subsidiary in China may be used to pay dividends to our company without prior approval of SAFE. However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we will need to obtain SAFE approval or complete certain mandatory registration procedures to use cash generated from the operations of our PRC subsidiary to pay any debts they may incur in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi. In addition, if any of our stockholders who is subject to SAFE regulations fails to satisfy the applicable overseas direct investment filing or approval requirement, the PRC government may restrict our access to foreign currencies for current account transactions. If we are prevented from obtaining sufficient foreign currency to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our stockholders.

ITEM 1C 1B. ~~CYBERSECURITY~~UNRESOLVED STAFF COMMENTS

~~Risk management~~Not ~~and strategy~~applicable.

~~Our Company~~ITEM recognizes the importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data1C. We have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats. We assess risks from cybersecurity threats against our information systems that may result in adverse effects on our information systems or any information residing therein. We conduct periodic assessments to identify cybersecurity threats.CYBERSECURITY

10Risk management and strategy

~~Following these~~Our ~~risk~~Company ~~assessments,~~recognizes wethe ~~evaluate~~importance ~~whether~~of ~~and how to re-design~~developing, ~~implement~~ implementing, and ~~maintain~~maintaining ~~reasonable~~robust ~~safeguards~~cybersecurity measures to ~~mitigate~~safeguard ~~identified risks~~our information systems and ~~reasonably~~protect ~~address~~the ~~any~~confidentiality, ~~identified~~integrity, and ~~gaps~~availability inof ~~existing~~our ~~safeguards~~data. ~~Our~~We IThave ~~leadership~~established ~~reports~~policies toand ~~our~~processes ~~Chief~~for ~~Executive~~assessing, ~~Officer~~identifying, ~~(CEO) to~~and ~~manage~~managing ~~the~~material risk ~~assessment~~from ~~and mitigation process~~cybersecurity threats. We ~~monitor~~assess ~~and~~risks ~~test~~from ~~our~~cybersecurity ~~safeguards~~threats ~~and~~against ~~train~~ our ~~employees~~information onsystems ~~these~~that ~~safeguards,~~ may result in ~~collaboration~~adverse ~~with~~effects ~~human~~on ~~resources,~~our ~~IT,~~information systems ~~and~~or ~~management.~~any Weinformation ~~aim~~residing totherein. ~~promote~~We aconduct ~~company-wide~~periodic ~~culture~~assessments ofto identify cybersecurity ~~risk management~~threats.

~~Risks from Cybersecurity Threats~~10

WeFollowing these risk assessments, we evaluate ~~have~~whether ~~not~~and ~~encountered~~how ~~cybersecurity~~to ~~challenges~~re-design, ~~that~~implement, ~~have~~and ~~materially~~maintain ~~impaired~~reasonable safeguards to mitigate identified risks and reasonably address any identified gaps in existing safeguards. Our IT leadership reports to our ~~business~~Chief ~~strategy~~Executive Officer (CEO) to manage the risk assessment and mitigation process. We monitor and test our safeguards and train our employees on these safeguards, ~~results~~in ofcollaboration ~~operations~~with human resources, orIT, ~~financial~~and ~~condition~~management. ~~during~~We ~~the~~aim ~~financial~~to ~~year~~promote ~~ended~~a ~~December~~company-wide ~~31,~~culture ~~2023~~of cybersecurity risk management.

~~Governance~~Risks from Cybersecurity Threats

~~Our board~~We ofhave ~~directors~~not isencountered ~~responsible~~cybersecurity ~~for~~challenges that ~~monitoring~~have ~~and~~materially ~~assessing~~impaired ~~strategic~~our ~~risk~~business ~~exposure.~~strategy, ~~Our~~results ~~board~~ of ~~directors~~operations, ~~administers~~or ~~its~~financial ~~cybersecurity risk~~condition ~~oversight~~during ~~function directly as a whole. Our executive management team informs~~ the ~~board~~financial onyears ~~cybersecurity~~ended ~~risks~~December 31, on2024 aand ~~regular~~December ~~basis~~31, ~~with~~ ~~a minimum frequency of once per year~~2023.

Our cybersecurity coordinator is responsible for assessing and managing our material risks from cybersecurity threats, in close collaboration with our IT team and periodically reports to our CEO. This ensures that the senior management are kept abreast of the cybersecurity posture and potential risks faced by the Company.Governance

~~ITEM~~Our board of directors is responsible for monitoring 2and assessing strategic risk exposure. ~~PROPERTIES~~Our board of directors administers its cybersecurity risk oversight function directly as a whole. Our executive management team informs the board on cybersecurity risks on a regular basis, with a minimum frequency of once per year.

Our ~~principal~~ ~~executive~~cybersecurity ~~offices~~coordinator ~~and~~is ~~corporate~~responsible ~~offices~~for assessing ~~which~~and ~~are~~managing ~~located~~our atmaterial ~~Block~~risks ~~20,~~from ~~Hongchang~~cybersecurity ~~Food Co.~~threats, ~~Ltd.,~~in ~~Yuanhong~~close ~~Investment~~collaboration ~~Zone, Donggao~~with ~~Village,~~our ~~Chengtou~~IT ~~Town,~~team ~~Fuqing~~and ~~City,~~periodically ~~Fuzhou~~reports to ~~City,~~our ~~Fujian~~CEO. ~~Province,~~This ~~China,~~ensures ~~350300,~~that the ~~total~~senior ~~gross~~management ~~floor~~are ~~area~~kept isabreast ~~approximately 800~~of ~~square~~the ~~meters,~~cybersecurity orposture ~~8,611.13~~and ~~square~~potential ~~feet~~risks faced by the Company.

ITEM 3 2. ~~LEGAL PROCEEDINGS~~PROPERTIES

~~From time~~Our toprincipal ~~time,~~executive weoffices ~~may become involved in various lawsuits~~ and ~~legal~~corporate offices ~~proceedings~~ which ~~arise~~are inlocated ~~the~~at ~~ordinary~~Block ~~course~~20, ofHongchang ~~business~~Food Co., ~~Litigation is~~Ltd., ~~subject~~Yuanhong toInvestment ~~inherent uncertainties~~Zone, ~~and~~Donggao anVillage, ~~adverse~~Chengtou ~~result~~Town, inFuqing ~~these or other matters may arise from time to time that may harm our business.~~City, ~~There~~Fuzhou ~~are~~City, ~~currently~~Fujian noProvince, ~~legal~~China, ~~proceedings~~350300, orthe ~~claims~~total ~~that~~gross wefloor ~~believe~~area ~~will~~is ~~have~~approximately a800 ~~material~~square ~~adverse effect on our business~~meters, ~~financial condition~~ or ~~operating~~8,611.13 ~~results~~square feet.

ITEM 4 3. ~~MINE~~LEGAL ~~SAFETY DISCLOSURES~~PROCEEDINGS

~~Not~~From time to time, we may become involved in various ~~applicable~~lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. There are currently no legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

11ITEM 4. MINE SAFETY DISCLOSURES

~~PART II~~Not applicable.

~~ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~11

~~There is~~PART ~~limited public trading market for our Common Stock; our Common Stock is quoted on the OTC Pink Market under the symbol “HCIL.”~~II

~~The following~~There ~~table~~is ~~sets~~limited ~~forth~~public ~~the~~trading ~~quarterly~~market ~~high~~for ~~and~~our Common ~~low~~Stock; ~~sales price per share of~~ our Common Stock ~~for~~is ~~the~~quoted ~~periods~~on ~~indicated.~~the ~~The~~OTC ~~prices represent~~Pink ~~inter-dealer~~Market ~~quotations,~~under ~~which~~the dosymbol ~~not include retail mark-up, mark-down or commission and may not necessarily represent actual transactions~~“HCIL. ”

FISCAL YEAR 2022	HIGH		LOW
First Quarter	$	0.0003	$	0.0001
Second Quarter		0.0500		0.0003
Third Quarter		0.0098		0.0004
Fourth Quarter		0.0014		0.0004

The market price of our Common Stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market, and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business, and political conditions, may adversely affect the market for our Common Stock, regardless of our actual or projected performance. Trading in stocks quoted on the OTC Pink Market is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company’s operations or business prospects. We cannot assure you that there will be a market for our Common Stock in the future.

FISCAL YEAR 2023	HIGH		LOW
First Quarter	$	0.8295	$	0.0130
Second Quarter		2.1000		0.7940
Third Quarter		2.8980		0.2931
Fourth Quarter		0.6000		0.2222

The following table sets forth the quarterly high and low sales price per share of our Common Stock for the periods indicated. The prices represent inter-dealer quotations, which do not include retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

As of March 15, 2024, the last sale price reported on the OTC Pink Market for our Common Stock was $0.2226 per share.

FISCAL YEAR 2023	HIGH		LOW
First Quarter	$	0.8295	$	0.0130
Second Quarter		2.1000		0.7940
Third Quarter		2.8980		0.2931
Fourth Quarter		0.6000		0.2222

Dividend Policy

FISCAL YEAR 2024	HIGH		LOW
First Quarter	$	0.3520	$	0.2222
Second Quarter		0.3000		0.2001
Third Quarter		0.3020		0.2001
Fourth Quarter		0.2720		0.1026

~~We have~~As ~~not~~of ~~paid~~March ~~any~~27, ~~dividends~~2025, onthe ~~our~~last ~~Common~~sale ~~Stock~~price ~~and~~reported on dothe ~~not~~OTC ~~intend~~Pink toMarket ~~pay~~for ~~any~~our ~~dividends~~Common inStock ~~the~~was ~~foreseeable~~$0.155 ~~future~~per share.

~~Stockholders of~~Dividend ~~Record~~Policy

~~As of~~We ~~March~~have ~~15,~~not ~~2024,~~paid weany ~~had 724~~dividends ~~holders~~on ~~of record of~~ our Common Stock. ~~This~~and ~~number~~do ~~excludes~~not ~~any~~intend ~~estimate~~to bypay usany ofdividends ~~the number of beneficial owners of shares held~~ in ~~street name,~~ the ~~accuracy~~foreseeable ~~of which cannot be guaranteed~~future.

12Stockholders of Record

~~Effective August~~As ~~11, 1993, the SEC adopted Rule 15g-9, which established the definition~~ of aMarch ~~“penny stock~~28,” ~~for purposes relevant to the Company~~2025, aswe ~~any~~had ~~equity~~724 ~~security~~holders ~~that has a market price~~ of ~~less than $5.00 per share or with an exercise price~~ record of ~~less~~our ~~than~~Common $5Stock.~~00 per~~ ~~share,~~This ~~subject~~number toexcludes ~~certain exceptions. For~~ any ~~transaction~~estimate ~~involving~~by aus penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks; and (ii) that the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the ~~penny~~number ~~stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives~~ of ~~the~~beneficial ~~person;~~owners ~~and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable~~ of ~~evaluating~~shares ~~the~~held ~~risks of transactions~~ in ~~penny~~street ~~stocks. The broker or dealer must also deliver~~name, ~~prior to any transaction in a penny stock, a disclosure schedule prepared by~~ the ~~Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker~~accuracy or dealer made the suitability determination; and (ii) states that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of ~~investing~~which incannot penny stock in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be ~~sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks~~guaranteed.

~~Transfer Agent~~12

~~The~~Effective August 11, 1993, the SEC adopted Rule ~~transfer~~15g-9, ~~agent~~which ~~for~~established ~~our~~the ~~capital~~definition of a “penny stock,” isfor ~~Standard~~purposes ~~Registrar~~relevant ~~and~~to ~~Transfer~~the Company, ~~Inc~~as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, ~~located~~subject atto ~~440~~certain ~~East~~exceptions. For ~~400~~any ~~South~~transaction involving a penny stock, ~~Suite~~unless ~~200~~exempt, ~~Salt~~the rules require: (i) that a broker or dealer approve a person’s account ~~Lake~~for ~~City~~transactions in penny stocks; and (ii) that the broker or dealer receive from the investor a written agreement to the transaction, setting UTforth ~~84111~~the identity and quantity of the penny stock to be purchased. ~~Their~~In ~~telephone~~order ~~number~~to isapprove a person’s account for transactions in penny stocks, the broker or dealer must (~~801~~i) ~~571~~obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) states that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading, and about commissions payable to both the broker-~~8844~~dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

~~Equity Compensation~~Transfer ~~Plan Information~~Agent

~~Currently, there~~The istransfer noagent ~~equity~~for ~~compensation~~our ~~plan~~capital instock ~~place~~is ~~for~~Standard Registrar ~~the~~and Transfer Company, Inc., located at 440 East 400 South, Suite 200, Salt Lake City, UT 84111. Their telephone number is (801) 571-8844.

~~Recent Sales~~Equity ofCompensation ~~Unregistered~~Plan ~~Securities~~Information

~~During the fiscal year ended December 31~~Currently, ~~2023,~~there weis ~~did~~no ~~not~~equity ~~have~~compensation ~~sales of unregistered securities other than those already disclosed in the quarterly~~plan ~~reports on Form 10-Q~~ in ~~the~~place ~~fiscal~~for ~~year 2023 and current reports on Form 8-K. There were no repurchases of~~ the ~~common stock of the~~ Company ~~by the Company during the fiscal year ended December 31, 2023~~.

~~ITEM 6.~~Recent ~~RESERVED~~Sales of Unregistered Securities

~~Not~~During the fiscal years ended December 31, 2024, ~~applicable~~2023 and 2022, we did not have sales of unregistered securities other than those already disclosed in the quarterly reports on Form 10-Q in the fiscal years 2024, 2023 and 2022 and current reports on Form 8-K. There were no repurchases of the common stock of the Company by the Company during the fiscal years ended December 31, 2024 and 2023.

13ITEM 6. RESERVED

~~ITEM 7.~~Not ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~applicable.

The following discussion and analysis of financial condition and results of operations relates to the operations and financial condition reported in our consolidated financial statements, which appear elsewhere in this Report, and should be read in conjunction with such financial statements and related notes included in this Report. Except for the historical information contained herein, the following discussion, as well as other information in this Report, contain “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the “safe harbor” created by those sections. Actual results and the timing of the events may differ materially from those contained in these forward-looking statements due to many factors, including those discussed in the “Forward-Looking Statements” set forth elsewhere in this Report.13

~~Overview~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Hongchang~~The following discussion and analysis of financial ~~International~~condition ~~Co.~~and results of operations relates to the operations and financial condition reported in our consolidated financial statements, which ~~Ltd~~appear (elsewhere in this Report, and should be read in conjunction with such financial statements and related notes included in this Report. Except for the historical information contained herein, the following discussion, as well as other information in this Report, contain “~~Company”~~forward-looking statements,” ~~formerly~~within ~~known~~the meaning of Section 27A of the Securities Act of 1933, as ~~Heyu~~amended, ~~Biological~~and ~~Technology~~Section 21E ~~Corporation)~~of ~~was~~the ~~incorporated~~Securities inExchange Act of 1934, as amended, and are subject to the “safe harbor” created by those sections. Actual ~~state~~results and the timing of ~~Nevada~~the onevents ~~May~~may 18differ materially from those contained in these forward-looking statements due to many factors, including ~~1987~~those discussed in the “Forward-Looking Statements” set forth elsewhere in this Report.

Hongchang Global Investment Holdings Limited (“Hongchang BVI”)) was incorporated in British Virgin Island under the laws of the British Virgin Islands in January 2023. Fuqing Hongchang Food Co., Ltd. (“Hongchang Food”, or the “Operating Entity”) was established in September 2017, and primarily engages in the construction of and investment in Hongchang Food Industrial Park project. Its main asset is its investment in the food industrial park, which was obtained by bidding in September 2020 and is currently under construction. Upon completion of such project, Hongchang Food will engage in the core businesses of food trade. Hongchang Food has commenced limited sales operations in 2023, during which revenue has been recognized. Hongchang Food Industrial Park is part of the third batch of key projects in Fujian Province, PRC, and is located adjacent to the Taiwan Strait in Fujian province, PRC, in the Fuqing Functional Zone of Fuzhou New District, in the Yuanhong Investment Zone, which is jointly developed by the PRC and Indonesia.Overview

~~On September~~Hongchang 4,International ~~2023~~Co., ~~the~~Ltd ~~Company completed the merger and other related transactions~~ (the “~~Merger Transactions~~Company”~~) with Hongchang BVI~~, formerly known as aHeyu ~~result~~Biological ofTechnology ~~which~~Corporation) ~~Hongchang~~was ~~BVI~~incorporated ~~became~~in athe ~~wholly-owned~~state ~~subsidiary~~ of ~~the~~Nevada ~~Company~~on ~~and~~May ~~the~~18, ~~Company assumed and began conducting the principal business of Hongchang Food~~1987.

~~Results~~Hongchang Global Investment Holdings Limited (“Hongchang BVI”)) was incorporated in British Virgin Island under the laws of ~~Operations~~the British Virgin Islands in January 2023. Fuqing Hongchang Food Co., Ltd. (“Hongchang Food”, or the “Operating Entity”) was established in September 2017, and primarily engages in the construction of and investment in Hongchang Food Industrial Park project. Its main asset is its investment in the food industrial park, which was obtained by bidding in September 2020 and is currently under construction. Upon completion of such project, Hongchang Food will engage in the core businesses of food trade. Hongchang Food has commenced limited sales operations in 2023, during which revenue has been recognized. Hongchang Food Industrial Park is part of the third batch of key projects in Fujian Province, PRC, and is located adjacent to the Taiwan Strait in Fujian province, PRC, in the Fuqing Functional Zone of Fuzhou New District, in the Yuanhong Investment Zone, which is jointly developed by the PRC and Indonesia.

~~The~~On September 4, 2023, the Company completed the ~~following~~merger ~~chart~~and ~~provides~~other related transactions (the “Merger Transactions”) with Hongchang BVI, as a ~~summary~~result of ~~our~~which ~~results~~Hongchang BVI became a wholly-owned subsidiary of ~~operations~~the ~~for~~Company and the ~~fiscal~~Company ~~years~~assumed ~~ended~~and ~~December~~began ~~31,~~conducting ~~2023~~the ~~and~~principal ~~2022:~~business of Hongchang Food.

	Fiscal Year ended December 31,
	2023			2022
Net revenue	$	2,675,789		$	-
Cost of revenue		(2,606,431	)		-
Gross profit		69,358
Total operating expenses		(538,930	)		(239,992	)
Loss from operations		(469,572	)		(239,992	)
Total other income (expense)		24,873			3
Loss before income taxes		(444,699	)		(239,989	)
Income tax (expense) benefit		(65,905	)		-
Net loss	$	(378,794	)	$	(239,989	)
Basic net loss per share	$	(0.00	)	$	(0.00	)

Results of Operations

14The following chart provides a summary of our results of operations for the fiscal years ended December 31, 2024 and 2023:

Revenue

	Fiscal Year ended December 31,
	2024			2023
Net revenue	$	2,867,102		$	2,675,789
Cost of revenue		(2,685,470	)		(2,606,431	)
Gross profit		181,632			69,358
Total operating expenses		(564,958	)		(538,930	)
Loss from operations		(383,326	)		(469,572	)
Total other income (expense)		(111,370	)		24,873
Loss before income taxes		(494,696	)		(444,699	)
Income tax benefit		(22,303	)		(65,905	)
Net loss	$	(472,393	)	$	(378,794	)
Basic net loss per share	$	(0.00	)	$	(0.00	)

Our business is in its early stages, revenue represents the sales of goods supplied to customers, and sales are primarily driven by the demand from customer. The growth of our revenue will be primarily driven by increasing our product variety, expanding the distribution network, both in China and overseas and the initiation of other projects or business lines in the future. Revenue is influenced by potential competitors entering the market, economic conditions, pricing, inflation, product diversification, and customer consumption habits. We generated revenue of $2,675,789 for the year ended December 31, 2023, compared to nil for 2022, as we started operating from the beginning of 2023.14

~~Cost of revenue~~Revenue

~~Cost~~Our business is in its early stages, revenue represents the sales of ~~revenues~~goods ~~represents~~supplied ~~costs~~to customers, and ~~expenses~~sales ~~directly~~are ~~attributable~~primarily todriven by the ~~purchase~~demand from customer. The growth of our ~~products~~revenue ~~sold~~will ~~and~~be primarily ~~delivered~~driven by increasing our product variety, expanding the distribution network, both in China and ~~direct~~overseas ~~labor~~and the initiation ~~costs~~of other projects or business lines in the future. ~~Cost~~Revenue ofis ~~revenues~~influenced ~~were~~by potential competitors entering the market, economic conditions, pricing, inflation, product diversification, and customer consumption habits. We generated revenue of $2,~~606~~867,~~431~~102 for the ~~for the~~ year ended December 31, ~~2023~~2024, compared to ~~nil~~$2,675,789 for the ~~2022~~year ended 2023, due to launch of our new beef and mutton supplying business at the ~~increase in~~end ~~sales~~of 2024.

~~Gross profit~~Cost ~~and~~of ~~margin~~revenue

~~Gross profit~~Cost ~~is the difference between revenue and cost~~ of ~~revenue.~~revenues ~~Our~~represents ~~cost~~costs ~~of revenue mainly includes purchasing raw material~~ and ~~prepackaged~~expenses ~~products.~~directly ~~The~~attributable ~~supply~~to ~~and~~the ~~prices~~purchase of our products ~~may~~sold beand ~~influenced by various factors~~delivered, ~~including product types, seasonal fluctuations, demand,~~ and ~~macroeconomic~~direct ~~environment~~labor costs. ~~Due~~Cost toof ~~the~~revenues ~~increase~~was in$2,685,470 for the ~~prices~~year ofended ~~our~~December ~~suppliers’~~31, ~~goods~~2024, wecompared ~~may not be able~~ to ~~raise~~$2,606,431 ~~prices to compensate~~ for the ~~increased~~year ~~costs,~~ended ~~which will have a negative impact on our business results and profitability. We believe that if our strategic business development plan can proceed smoothly~~2023, wedue ~~will collaborate with more suppliers~~ to ~~expand~~the ~~our~~increase ~~product~~in ~~supply range and establish mature procurement plans to control costs~~sales.

Gross ~~margin~~ ~~is gross~~ profit divided by revenue. Gross margin is a measure used by management to indicate whether we are selling products at an appropriate gross profit. Our gross margin is influenced by product prices, product combinations, availability, and discounts, as some products typically offer higher gross profit margins, as well as the impact of our product costs, which may vary. At present, we offer competitive prices to attract and retain customers. In the future, as we grow, we will launch diversified products and competitive services to increase market share. We regularly evaluate the profitability of its products. As our business activities started in 2023, we had a gross profit of $69,358 and nil for the year ended December 31, 2023 and 2022 respectively.margin

~~Operating~~Gross profit is the difference between revenue ~~expenses~~and cost of revenue. Our cost of revenue mainly includes purchasing raw material and prepackaged products. The supply and prices of our products may be influenced by various factors, including product types, seasonal fluctuations, demand, and macroeconomic environment. Due to the increase in the prices of our suppliers’ goods, we may not be able to raise prices to compensate for the increased costs, which will have a negative impact on our business results and profitability. We believe that if our strategic business development plan can proceed smoothly, we will collaborate with more suppliers to expand our product supply range and establish mature procurement plans to control costs.

Gross margin is gross profit divided by revenue. Gross margin is a measure used by management to indicate whether we are selling products at an appropriate gross profit. Our gross margin ~~operating~~is ~~expenses~~influenced ~~consist~~by ofproduct ~~sales~~prices, ~~and~~product ~~marketing~~combinations, ~~expenses~~availability, and ~~general~~discounts, ~~and~~as ~~administrative~~some ~~expenses~~products typically offer higher gross profit margins, as well as the impact of our product costs, which ~~primarily~~may ~~include~~vary. ~~payroll~~At present, ~~employee~~ ~~benefit~~we ~~expenses~~offer competitive prices to attract and ~~bonus~~retain ~~expenses~~customers. In the future, ~~shipping~~as ~~expenses~~we grow, ~~promotion~~we will launch diversified products and ~~advertising~~competitive ~~expenses~~services to increase market share. We regularly evaluate the profitability of its products. We had a gross profit of $181,632 and ~~other~~$69,358 ~~facility~~for ~~related~~the ~~costs, such~~years asended ~~utilities~~December 31, 2024 and ~~depreciation~~2023, respectively.

~~General and~~Operating ~~administrative~~ expenses

~~We incurred~~Our ~~general~~operating ~~and administrative~~ expenses consist of ~~$538,930~~sales ~~for the year ended December 31, 2023, as compared to $239,992 in 2022, respectively. The increase in general~~ and ~~administrative expenses was mainly due to the increase in professional consulting fees, increase in~~marketing ~~wages~~ expenses ~~related to the increase in headcount~~ and ~~overall higher~~ general and administrative expenses.

~~Income tax~~Sales ~~expense~~and marketing expenses

WeSales and marketing expenses consist primarily ~~incurred~~of ~~income~~advertising ~~tax~~expenses, ~~benefit~~gift expenses and sample fees. We incurred advertising expenses of $651,~~905~~353 and $nil for the ~~year~~years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

~~Net loss~~General and administrative expenses

~~As a~~We ~~result~~incurred ofgeneral ~~the~~and ~~foregoing,~~administrative ~~we reported a net loss~~ expenses of $~~378~~560,~~794~~577 and $~~239~~538,~~989~~902 for the ~~year~~years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

15Income tax expense

~~Liquidity~~We incurred income tax benefit of $22,303 and $65,905 for the years ended December 31, 2024 and ~~Capital~~2023, ~~Resources~~respectively.

~~The following~~Net chart provides a summary of our key balance sheet items on for the fiscal years ended December 31, 2023 and 2022, and should be read in conjunction with the financial statements, and notes thereto, included with this Report at Part II, Item 8, below.loss

Year ended December 31	2023		2022
Cash	$	895,730	$	3,141
Accounts receivables, net	$	742,851	$	-
Other receivables, net	$	1,106,574	$	-
Other current assets	$	1,142,409	$	18,989
Total current assets	$	3,960,742	$	83,015
Construction-in-progress	$	41,423,399	$	26,837,950
Land use right, net	$	4,118,101	$	4,316,604
Total assets	$	50,215,568	$	31,237,569
Accounts payable-construction in progress	$	18,493	$	25,249,414
Total current liabilities	$	1,055,203	$	25,258,644
Amounts due to a related party	$	6,682,959	$	6,397,578
Total non-current liabilities	$	8,672,422	$	6,397,578
Total liabilities	$	9,727,625	$	31,656,222
Total stockholders’ (deficit) equity	$	40,487,943	$	(418,653	)

As a result of the foregoing, we reported a net loss of $472,393 and $378,794 for the years ended December 31, 2024 and 2023 respectively.

As of December 31, 2023, we had US$895,730 in cash, as compared to US$3,141 as of December 31, 2022. As we started our business operation in 2023, we have been relying on directors’ loan and capital contribution to finance our daily operation and construction in progress.15

~~As of~~Liquidity ~~December~~and ~~31,~~Capital 2023, our construction in progress balance amounted to approximately US$41,423,399, as compared to US$26,837,950 as of December 31, 2022. This reflects the construction progress of our Hongchang Food Industrial Park.Resources

~~Capital Expenditure~~The ~~Commitment~~following aschart provides a summary of our key balance sheet items for the fiscal years ended December 31, 2024 and 2023, and should be read in conjunction with the financial statements, and notes thereto, included with this Report at Part II, Item 8, below.

As of December 31, 2023, the Company has entered into several contracts for construction of the Hongchang Food Industrial Park and the improvement of Industrial Buildings. Total outstanding commitments under these contracts were $18,492,173 and $46,517,560 as of December 31, 2023 and 2022, respectively. The Company expected to pay off all the balances within 1-3 years.

Year ended December 31	2024		2023
Cash	$	240,598	$	895,730
Accounts receivables, net	$	52,514	$	742,851
Amount due from a related party		38,360		141
Other receivables, net	$	6,854,374	$	1,106,574
Other current assets	$	936,230	$	1,128,598
Total current assets	$	8,126,102	$	3,960,742
Construction-in-progress	$	41,264,766	$	41,423,399
Land use right, net	$	3,909,114	$	4,118,101
Total assets	$	57,451,227	$	50,215,568
Accounts payable-construction in progress	$	12,289	$	18,493
Amounts due to a related party - current portion	$	6,289,440		-
Total current liabilities	$	6,691,706	$	1,055,203
Amounts due to a related party	$	3,493,486	$	6,682,959
Total non-current liabilities	$	11,986,051	$	8,672,422
Total liabilities	$	18,677,757	$	9,727,625
Total equity	$	38,773,470	$	40,487,943

~~Off~~As of December 31, 2024, we had US$240,598 in ~~Balance~~cash, ~~Sheet~~as ~~Arrangements~~compared to US$895,730 as of December 31, 2023. We continued financing our daily operation and construction in progress in 2024.

~~We did~~As ~~not~~of ~~have~~December ~~any~~31, ~~off-~~2024, our construction in progress balance ~~sheet~~amounted ~~arrangements~~to approximately US$41,264,766, as compared to US$41,423,399 as of December 31, 2023. ~~and~~This ~~2022~~reflects the construction progress of our Hongchang Food Industrial Park.

~~The following~~ Capital ~~table~~Expenditure ~~sets~~Commitment ~~forth a summary~~ as of ~~our~~December ~~cash~~31, ~~flows for the periods presented:~~2024

	For the years ended December 31,
	2023			2022
	US$			US$
Net cash provided by (used in) operating activities	$	750,521		$	(225,774	)
Net cash provided by (used in) investing activities	$	(41,679,473	)	$	(1,555,438	)
Net cash provided by financing activities	$	40,942,007		$	1,781,932
Effect of foreign exchange on cash, cash	$	879,534		$	(224	)
Net increase (decrease) in cash	$	892,589		$	496
Cash at the beginning of the year	$	3,141		$	2,645
Cash at the end of the year	$	895,730		$	3,141

As of December 31, 2024, the Company has entered into several contracts for construction of the Hongchang Food Industrial Park and the improvement of Industrial Buildings. Total outstanding commitments under these contracts were $9,275,828 and $18,492,173 as of December 31, 2024 and 2023, respectively. The Company expected to pay off all the balances within 1-3 years.

16Off Balance Sheet Arrangements

~~Operating~~We did not have any off-balance sheet arrangements ~~activities~~as of December 31, 2024 and 2023.

~~Net cash~~The ~~provided~~following bytable ~~operating~~sets ~~activities~~forth ~~for~~a ~~the~~summary ~~year~~of ~~ended December 31, 2023 was US$750,521, which primarily reflected~~ our ~~net loss of~~ ~~US$378,794~~cash asflows ~~mainly adjusted~~ for ~~amortization~~the ofperiods US$88,173, and adjustment for changes in working capital primarily consists of increase in other current assets of US$1,058,798 offset by (i) increase in deferred subsidies of US$1,990,873, (ii) increase in accounts payable of US$645,831 and (iii) increase in accrued expenses and other payables of US$313,708.presented:

Net cash used in operating activities for the year ended December 31, 2022 was US$225,774, which primarily reflected our net loss of US$239,989 as mainly adjusted for amortization of US$92,367, and adjustment for changes in working capital primarily consists of increase in amount due from a related party of US$62,427.

	For the years ended December 31,
	2024			2023
	US$			US$
Net cash (used in) provided by operating activities	$	(7,337,639	)	$	750,521
Net cash used in investing activities	$	(3,504,356	)	$	(41,679,473	)
Net cash provided by financing activities	$	10,204,753		$	40,942,007
Effect of foreign exchange on cash	$	(17,890	)	$	879,534
Net (decrease) increase in cash	$	(655,132	)	$	892,589
Cash at the beginning of the year	$	895,730		$	3,141
Cash at the end of the year	$	240,598		$	895,730

~~Investing activities~~16

~~Net cash~~Operating ~~used in investing~~ activities ~~for the years ended December 31, 2023 and 2022 was US$41,679,473 and US$1,555,438, mainly attributable to purchase of property and equipment.~~

~~Financing~~ Net cash used in operating activities for the year ended December 31, 2024 was US$7,337,639, which primarily reflected our net loss of US$472,394 as mainly adjusted for amortization of US$90,510, and adjustment for changes in working capital primarily consisting of a decrease in accounts receivable of US$677,615 and increase in other current assets of US$183,013 offset by (i) decrease in accounts payable of US$640,421, (ii) increase in other receivable of US$6,920,988 and (iii) decrease in accrued expenses and other payables of US$236,528.

Net cash provided by ~~financing~~ operating activities for the year ended December 31, 2023 was US$40750,~~942~~521,~~007,~~ which primarily ~~due~~reflected toour ~~(i)~~net ~~capital~~loss ~~contributions~~of ~~made~~US$378,794 byas ~~stockholders~~mainly adjusted for amortization of US$4188,~~241~~173,~~108~~ and adjustment for changes in working capital primarily consisting of an increase in other current assets of US$1,058,798 offset by (iii) ~~proceeds~~increase ~~from~~in adeferred ~~loan~~subsidies ~~from~~of aUS$1,990,873, ~~related~~(ii) ~~party~~increase in accounts payable of US$2645,~~900,289~~831 and ~~repayments~~(iii) ofincrease ain ~~loan~~accrued expenses ~~from~~and aother ~~related~~payables ~~party~~of US$3313,~~199,390~~708.

~~Net cash~~Investing ~~provided by financing~~ activities ~~for the year ended December 31, 2022 was US$1,781,932, primarily due to the proceeds from a loan from a related party.~~

~~Critical~~Net cash used in investing activities for the ~~Accounting~~years ~~Policies~~ended ~~Involving~~December ~~Critical~~31, ~~Accounting~~2024 ~~Estimates~~and 2023 was US$3,504,356 and US$41,679,473, mainly attributable to the purchase of property and equipment and payments for acquisitions of businesses.

~~The discussion~~Financing and analysis of our Group’s financial condition and results of operations are based upon our Group’s consolidated financial statements, which have been prepared in accordance with U.S. GAAP in a consistent manner. The preparation of these financial statements requires the selection and application of accounting policies. Further, the application of U.S. GAAP requires our Group to make estimates and judgments about future events that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. On an ongoing basis, our Group evaluate its estimates, including those discussed below. our Group bases its estimates on historical experience, current trends and various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.activities

~~Actual results~~Net ~~may~~cash ~~differ~~provided ~~from~~by ~~these~~financing ~~estimates~~activities ~~under~~for the ~~different~~year ~~assumptions~~ended orDecember ~~conditions.~~31, ~~Our~~2024 ~~Group~~was ~~believes it is possible that other professionals~~US$10, ~~applying~~204,753, ~~reasonable~~primarily ~~judgment~~due to ~~the~~(i) ~~same~~proceeds ~~set~~from oflong ~~facts~~term ~~and~~loans ~~circumstances~~of US$6,884,567 ~~could develop~~ and ~~support~~(ii) ~~a range of alternative estimated amounts.~~loans ~~Our~~from ~~Group~~related ~~believes~~parties ~~that~~of ~~it has appropriately applied its critical accounting policies. However~~US$8,926,432 inand ~~the~~repayments ~~event that inappropriate assumptions or methods were used relating~~ to ~~the~~related ~~critical~~parties ~~accounting policies below~~US$5, ~~our Group’s consolidated statements of operations could be misstated~~606,246.

ANet cash provided by financing activities for ~~detailed~~the ~~summary~~year ended December 31, 2023 was US$40,942,007, primarily due to (i) capital contributions made by stockholders of ~~significant~~US$41,241,108 ~~accounting~~and (ii) ~~policies~~loan isfrom ~~summarized~~a ~~below:~~related party of US$2,900,289 and repayments to a related party of US$3,199,390.

~~Use~~Critical Accounting Policies Involving Critical ofAccounting ~~estimates~~Estimates

~~The~~Our discussion and analysis of our financial condition ~~preparation~~and results of ~~the~~operations are based upon our consolidated financial statements. inThese ~~conformity~~financial statements are prepared in accordance with U.S. GAAP, which requires ~~management~~us to make estimates and assumptions that affect the reported amounts of our assets and liabilities, ~~related~~and revenue ~~disclosures~~and ofexpenses, to disclose contingent assets and liabilities aton the ~~balance sheet~~ date of the consolidated financial statements, and to disclose the reported amounts of revenue and expenses incurred during the ~~reported~~financial reporting period. inThe most significant estimates and assumptions include the ~~consolidated~~assessment ~~financial~~of ~~statements~~the expected credit losses for receivables and ~~accompanying~~the ~~notes~~recoverability of long-lived assets. ~~Significant~~ ~~accounting~~We continue to evaluate these estimates ~~reflected~~and inassumptions ~~our~~that ~~Group’s~~we ~~consolidated~~believe ~~financial~~to ~~statements~~be ~~mainly~~reasonable ~~include,~~under ~~but~~the ~~are~~circumstances. ~~not~~We ~~limited to,~~rely ~~assessment~~on ~~for~~these ~~impairment~~evaluations ofas ~~long-lived~~the ~~assets,~~basis ~~valuation~~for making ofjudgments ~~deferred~~about ~~tax~~the carrying values of assets and ~~current~~liabilities ~~expected~~that ~~credit~~are ~~loss~~not ofreadily ~~receivables~~apparent from other sources. Since the use of ~~Actual~~estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe critical accounting policies as disclosed in this report reflect the more significant judgments and estimates used in the preparation of our consolidated financial statements.

17The critical accounting policies, judgments and estimates that we believe to have the most significant impact on our consolidated financial statements are described below, which should be read in conjunction with our consolidated financial statements and accompanying notes and other disclosures included in this report. When reviewing our financial statements, you should consider:

~~Construction-in-progress~~● our selection of critical accounting policies;

~~Property and~~● ~~equipment that are purchased or constructed which require a period of time before~~ the ~~assets~~judgments are ready for their intended use are accounted for as construction-in-progress. Construction-in-progress is recorded at acquisition cost, including installation costs. Construction-in-progress is transferred to specific property and ~~equipment~~other ~~accounts~~uncertainties ~~and~~affecting ~~commences~~the ~~depreciation~~application ~~when~~of ~~these~~such ~~assets are ready for their intended use.~~policies;

~~Land use~~● ~~right,~~the ~~net~~sensitivity of reported results to changes in conditions and assumptions.

The land use rights represent the operating lease prepayments for the rights to use the land in the PRC. Amortization of the prepayments is provided on a straight-line basis over the terms of the respective land use rights certificates.17

We consider an accounting estimate to be critical if: (gi) ~~Revenue~~ the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate ~~recognition~~was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. We consider our critical accounting estimates include (i) allowance for expected credit losses for accounts receivable and (ii) impairment of long-lived assets.

The ~~Group~~ ~~adopted~~following ~~Accounting~~critical ~~Standards~~accounting ~~Codification~~policies ~~(“ASC”)~~rely upon ~~606,~~assumptions ~~Revenue~~and ~~from~~estimates ~~Contracts~~and ~~with~~were ~~Customer.~~used Toin ~~determine~~the ~~revenue~~preparation ~~recognition for~~of ~~contracts~~our ~~with~~consolidated ~~customers,~~financial ~~The Group performs the following five steps~~statements:

~~Step 1: Identify~~Allowance ~~the~~of ~~contract~~Expected ~~with~~Credit ~~the customer~~Losses

~~Step~~The Company adopted ASU No. 2016-13, “Financial ~~2: Identify~~Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments” on January 1, 2023 using a modified retrospective approach. ASC 326 introduces an approach based on expected losses to estimate the ~~performance~~allowance ~~obligations~~for indoubtful accounts, which replaces the ~~contract~~previous incurred loss impairment model. The expected credit loss impairment model requires the entity to recognize its estimate of expected credit losses for affected financial assets using an allowance for credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

~~Step~~Our account receivables, advance to ~~3: Determine~~suppliers, other receivables and long-term prepayments are within the ~~transaction~~scope ~~price~~of ASC Topic 326. We use the loss-rate method to evaluate the expected credit losses on an individual basis. When establishing the loss rate, we make the assessment on various factors, including historical experience, credit-worthiness of debtors, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from the debtors. We also provide specific provisions for allowance when facts and circumstances indicate that the receivable is unlikely to be collected. Expected credit losses are included in the consolidated statements of operations and comprehensive income(loss). After all attempts to collect a receivable have failed, the receivable is written off against the allowance. There were no expected credit loss for the years ended December 31, 2024 and 2023.

~~Step 4: Allocate~~Impairment ~~the~~of ~~transaction~~long-lived ~~price to the performance obligations in the contract~~Assets

~~Step~~Long-lived assets with finite lives, primarily ~~5: Recognize~~property ~~revenue~~and ~~when~~equipment, ~~The~~construction ~~Group~~in ~~satisfies~~progress, aintangible ~~performance~~assets ~~obligation~~and land use right, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value. Impairment charge recognized for the years ended December 31, 2024 and 2023 were $2,837 and $nil, respectively.

~~The Group~~ITEM ~~generates~~7A. ~~revenue~~QUANTITATIVE ~~from~~AND ~~food~~QUALITATIVE ~~trading~~DISCLOSURES ~~business.~~ABOUT MARKET RISK

~~The Group~~Pursuant ~~enters into contracts with their customers~~ to ~~provide~~Item ~~food,~~305(e) ~~mainly frozen pork. All~~ of ~~The~~Regulation ~~Group’s~~S-K ~~contracts have single~~(§ ~~performance~~229.305(e)), ~~obligation as~~ the ~~promise~~Company is tonot ~~transfer~~required ~~the goods~~ to ~~customers,~~provide ~~and there are no other separately identifiable promises in~~ the ~~contracts.~~information ~~The~~required ~~Group~~by ~~recognizes~~this ~~revenue~~Item ~~when~~as it transfers its goods to customers in an amount that reflects the consideration to which The Group expects to be entitled in such exchange. The Group accounts for the revenue generated from sales of its products to its customers on a gross basis, because The Group is ~~acting as~~ a ~~principal~~“smaller inreporting ~~these transactions~~company, ~~is subject to inventory risk, has latitude~~” inas ~~establishing~~defined ~~prices,~~by ~~and~~Rule ~~is responsible for fulfilling the promise to provide customers the specified goods~~229. ~~The Group’s revenue is recognized at a point in time when the control has been transferred, usually when the customer accepts the goods~~10(f)(1).

ITEM 7A 8. ~~QUANTITATIVE~~FINANCIAL STATEMENTS AND ~~QUALITATIVE~~SUPPLEMENTARY ~~DISCLOSURES ABOUT MARKET RISK~~DATA

~~Pursuant to~~The ~~Item~~consolidated ~~305(e)~~financial ofstatements ~~Regulation~~and ~~S-K~~supplementary data (§required ~~229.305(e)),~~with ~~the~~respect ~~Company is not required~~ to ~~provide~~this ~~the~~Item ~~information~~8, ~~required~~and byas ~~this~~identified in Item ~~as it~~15 isof athis ~~“smaller reporting company~~Report,” asare ~~defined~~included byin ~~Rule~~this ~~229~~Report.~~10(f)(1).~~

~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~18

~~The consolidated~~ITEM ~~financial~~9. ~~statements~~CHANGES ~~and~~OF ~~supplementary~~INDEPENDENT ~~data~~CERTIFYING ~~required with respect to this Item 8, and as identified in Item 15 of this Report, are included in this Report.~~ACCOUNTANT

18None.

ITEM 9 9A. ~~CHANGES~~CONTROLS OFAND ~~INDEPENDENT CERTIFYING ACCOUNTANT~~PROCEDURES

~~None.~~Evaluation of Disclosure Controls and Procedures

~~ITEM~~Management has evaluated the effectiveness of 9Aour disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), as of the end of the period covered by this Annual Report on Form 10-K. ~~CONTROLS~~Based ~~AND~~on ~~PROCEDURES~~such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were not effective as a result of a material weakness primarily related to a lack of a sufficient number of personnel with appropriate training and experience in accounting principles generally accepted in the United States of America, or U.S. GAAP. To remediate the material weakness, in the near future, subject to our internal resources permitting, we intend to hire more personnel with sufficient training and experience in U.S. GAAP.

~~Evaluation of~~Management’s ~~Disclosure~~Annual ~~Controls~~Report ~~and~~on ~~Procedures~~Internal Control over Financial Reporting

~~Management has~~Our ~~evaluated~~management ~~the~~is ~~effectiveness~~responsible offor ~~our~~establishing and ~~disclosure~~maintaining ~~controls~~adequate ~~and~~internal ~~procedures~~control (over financial reporting, as such item is defined in Rules 13a-15(ef) and 15d-15(ef) under the ~~Securities~~ Exchange Act ~~of 1934)~~, asfor of the ~~end~~company. ofInternal ~~the~~control ~~period~~over ~~covered~~financial byreporting ~~this~~includes ~~Annual~~those ~~Report~~policies onand ~~Form~~procedures ~~10-K.~~that: ~~Based~~(1) onpertain ~~such~~to ~~evaluation, our Chief Executive~~the ~~Officer~~maintenance ~~and~~of ~~Chief~~records ~~Financial~~that, ~~Officer~~in ~~have~~reasonable ~~concluded that~~detail, asaccurately ofand ~~such~~fairly ~~date,~~reflect ~~our~~the ~~disclosure~~transactions ~~controls~~ and ~~procedures~~dispositions ~~were~~of ~~not~~our ~~effective~~assets; as(2) aprovide ~~result~~reasonable ofassurance athat ~~material~~transactions ~~weakness~~are ~~primarily~~recorded ~~related~~as necessary to apermit ~~lack~~preparation of afinancial ~~sufficient~~statements ~~number~~in ofaccordance ~~personnel~~ with generally ~~appropriate~~accepted ~~training~~accounting principles, and ~~experience in~~that ~~accounting~~our ~~principles~~receipts ~~generally~~and ~~accepted~~expenditures inare ~~the~~being ~~United~~made ~~States~~only ofin ~~America,~~accordance orwith ~~U.S.~~authorizations of ~~GAAP.~~its Tomanagement ~~remediate~~and ~~the~~directors; ~~material~~and ~~weakness,~~(3) inprovide ~~the near~~reasonable ~~future,~~assurance ~~subject~~regarding toprevention ~~our~~or ~~internal~~timely ~~resources~~detection ~~permitting~~of unauthorized acquisition, use, weor ~~intend~~disposition toof ~~hire~~our ~~more~~assets ~~personnel~~that ~~with~~could ~~sufficient~~have ~~training~~a ~~and~~material ~~experience~~effect ~~in U~~on the financial statements.~~S.GAAP.~~

~~Management’s~~Under the supervision and with the participation ~~Annual~~of ~~Report~~our current chief executive officer we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the framework set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, current management concluded that our internal control over ~~Financial~~financial ~~Reporting~~reporting was not effective as of the evaluation dates due to the same reasons illustrated in “Evaluation of Disclosure Controls and Procedures” above.

~~Our management~~Changes ~~is responsible for establishing and maintaining adequate internal control over financial reporting, as such item is defined~~ in ~~Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the company.~~ Internal ~~control~~Control over ~~financial reporting includes those policies~~Financial and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.Reporting

~~Under the~~There ~~supervision~~was ~~and~~no ~~with~~change ~~the~~in ~~participation of~~ our ~~current chief executive officer we conducted an evaluation of the effectiveness of our~~ internal control over financial reporting asthat ofoccurred ~~December~~during ~~31, 2023, based on~~ the ~~framework~~fiscal ~~set~~year ~~forth~~ended inDecember ~~Internal~~31, ~~Control-Integrated Framework~~2024, ~~(2013)~~that ~~issued~~has bymaterially ~~the~~affected, ~~Committee~~or ofis ~~Sponsoring~~reasonably ~~Organizations of the Treadway Commission (COSO). Based on our evaluation under~~likely ~~this~~to ~~framework~~materially affect, ~~current management concluded that~~ our internal control over financial reporting ~~was not effective as of the evaluation dates due to the same reasons illustrated in “Evaluation of Disclosure Controls and Procedures” above~~.

~~Changes~~We believe that a control system, no matter how inwell ~~Internal~~designed ~~Control~~and ~~over~~operated, ~~Financial~~cannot ~~Reporting~~provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.

~~There was~~ITEM no9B. ~~change~~OTHER in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.INFORMATION

We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detectedNone.

~~ITEM~~Item 9B9C. ~~OTHER~~Disclosure ~~INFORMATION~~Regarding Foreign Jurisdictions that Prevent Inspections

~~None~~Not applicable.

~~Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections~~19

~~Not applicable.~~PART III

19ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~PART~~The following table sets forth information regarding ~~III~~each of our current directors and executive officers:

~~ITEM 10.~~Our ~~DIRECTORS,~~Directors ~~EXECUTIVE~~and ~~OFFICERS~~Executive ~~AND CORPORATE GOVERNANCE~~Officers

The following table sets forth information regarding each of our current directors and executive officers:

Name	Age	Position
Zengqiang Lin	28	Director, Chief Executive Officer, Chief Financial Officer and President
Ban Siong Ang	50	Director and Chairman of the Board
Zhenzhu Lin	32	Director
Qingqing Wang	31	Board Secretary

~~Our Directors~~Business ~~and Executive Officers~~Experience

Name	Age	Position
Zengqiang Lin	27	Director, Chief Executive Officer and President
Wendy Li	39	Chief Financial Officer
Ban Siong Ang	49	Director and Chairman of the Board
Zhenzhu Lin	31	Director
Xingjia Gao	61	Independent Director
Qingqing Wang	30	Board Secretary

The following is a brief account of the education and business experience of each director and executive officer of the Company: (1) such person’s name; (2) the year in which such person was first elected a director of the Company; (3) all positions and offices with the Company held by such person; (4) the business experience of such person during the past five years; (5) certain other directorships, if any, held by such person; and briefly discusses the specific experience, qualifications, attributes or skills that led to the conclusion that each such person should serve as a director for us.

~~Business~~Mr. Zengqiang Lin has been ~~Experience~~our director since February 17, 2023, and in connection with the acquisition of Fuqing Hongchang Food Co., Ltd., was appointed as our Chief Executive Officer and President on August 21, 2023. Mr. Zengqiang Lin is one of the founders and has served as the chairman of the board of directors of Fuqing Hongchang Food Co., Ltd, an international food trading company since 2017. He also held the position of manager at Xizang Changhui Construction Engineering Co., Ltd from July 2015 to May 2017. Mr. Lin has a wealth of experience in business operation, supply chain management, and market expansion.

~~The following~~Mr. isBan aSiong ~~brief~~Ang has ~~account~~been our Director and Chairman of the ~~education~~Board ~~and~~since ~~business~~April ~~experience~~18, 2018. He graduated from the University of ~~each~~Southern ~~director~~Queensland, Australia, in 1998 and ~~executive~~completed ~~officer~~his Doctor of ~~the~~Philosophy ~~Company:~~in International Finance (1Honoris Causa) ~~such~~from Gideon Robert University in 2017. Upon his graduation ~~person’s~~from ~~name;~~the University of Southern Queensland, he started his career and worked as Senior Officer in Bursa Malaysia Depository Sdn Bhd (2formerly known as Kuala Lumpur Stock Exchange) between 1998 and 2004. From 2004 to 2009, he served as the ~~year~~Director inand ~~which~~principal ~~such~~consultant ~~person~~for Golden ~~was~~Design ~~first~~Renovation ~~elected~~and aConstruction ~~director~~Sdn ofBhd. ~~the~~Between ~~Company;~~2010 ~~(3)~~and ~~all~~2011, ~~positions~~he served as General Manager and ~~offices~~Directors ~~with~~for E-World Films ~~the~~Production ~~Company~~Limited. ~~held~~In by2012, ~~such~~he ~~person;~~founded ~~(4)~~Heyu ~~the~~Group ~~business~~of ~~experience~~Companies in China, Hong Kong, and Malaysia. Heyu Group of ~~such~~Companies ~~person~~are ~~during~~engaged in ~~the~~Leisure ~~past~~and ~~five~~Hotels management, ~~years;~~Biotechnology, ~~(5)~~Finance and Investment, ~~certain~~Brand ~~other~~Franchising, ~~directorships~~Advance Entertainment Technology, ifEvent ~~any~~Management, ~~held~~Property byDevelopment ~~such~~and ~~person;~~Management, land & real estate property development, etc. He is responsible for the formulation and ~~briefly~~implementation ~~discusses~~of the ~~specific~~Heyu Group of Companies’ corporate strategies as well as in charge of the corporate finance and investment management aspects of the Group due to his acute knowledge with rich experience, ~~qualifications~~strong commitment, ~~attributes~~innovative orand ~~skills~~dynamic ~~that~~personality. He ~~led~~also toas a member of “The Academic Council on the ~~conclusion~~United Nations System (ACUNS)” in Canada. In view of Mr. Ang’s humanitarian ~~that~~sectors, ~~each~~his ~~such~~outstanding ~~person~~contributions ~~should~~to ~~serve~~establish, aspromote aand ~~director~~protect humanity, Peace, Culture Human resource development and Education for usthe well-being of human society through volunteerism, he was also bestowed the Royal Orders from the State of Pahang in Malaysia.

Mr. Zengqiang Lin has been our director since February 17, 2023, and in connection with the acquisition of Fuqing Hongchang Food Co., Ltd., was appointed as our Chief Executive Officer and President on August 21, 2023. Mr. Zengqiang Lin is one of the founders and has served as the chairman of the board of directors of Fuqing Hongchang Food Co., Ltd, an international food trading company since 2017. He also held the position of manager at Xizang Changhui Construction Engineering Co., Ltd from July 2015 to May 2017. Mr. Lin has a wealth of experience in business operation, supply chain management, and market expansion.20

Ms. ~~Wendy~~ LiZhenzhu Lin serves as our Director ~~Chief Financial Officer~~ from August 21, 2023. Ms. LiLin ~~has~~is ~~over~~one ~~15 years~~ of ~~experience in~~ the ~~accounting field.~~founders ~~From~~and ~~March~~has ~~2021 to now, Ms. Li~~ served as ~~Chief~~directors ~~Financial Officer~~ of Fuqing Hongchang Food Co. ~~From April 2018 to February~~, ~~2021 Ms. Li served as Chief Financial Officer of Heyu Biological Technology Corporation (OTC: HYBT). From March 2018 to September 2019~~Ltd, Ms. Li served as the independent director of Dragon Victory International Limited (Nasdaq: LYL), a China-based crowdfunding platform company. From December 2011 to July 2017, she served as the Chief Financial Officer of China Education Alliances, Inc. (NYSE: CEU), an ~~online~~international ~~education~~food ~~company,~~trading ~~where she oversaw the financial management matters of the~~ company. ~~From~~since ~~August 2010 to December 2011, Ms~~2017. LiPrior worked as a senior consultant with PricewaterhouseCoopers, a international leading management consulting firm, where she focused on risk & control functions and provided audit, internal control advice and SOX compliance services to ~~both~~her ~~public~~current ~~and private companies. From March 2006 to July 2010~~role, Ms. LiLin served as ~~senior~~the ~~auditor~~general ~~and~~manager ~~tax~~of ~~advisor~~Xizang atChanghui ~~RBA,~~Construction ~~an accounting firm in Australia, where she provided~~Engineering ~~financial auditing~~Co., ~~planning~~Ltd ~~and~~from ~~tax~~December ~~advice~~2008 to ~~both~~May ~~local and multinational companies~~2017. Ms. LiLin ~~earned~~has aextensive ~~bachelor~~experience ~~degree~~in ofthe ~~Business~~company ~~(Accountancy)~~ from ~~Queensland~~the ~~University~~grassroots ~~Technology~~to inthe ~~Australia~~management ~~in 2006~~level. ~~Ms. Li is a certified public accountant in Australia.~~

MrMs. ~~Ban~~ ~~Siong~~Qingqing ~~Ang has~~Wang ~~been~~serves ~~our~~as ~~Director and Chairman of the~~ our Board ~~since~~Secretary ~~April~~from 18March 27, ~~2018~~2024. HeMs. Wang graduated from ~~the~~Minnan Normal University ~~of Southern Queensland, Australia,~~ in ~~1998~~the ~~and~~PRC ~~completed~~with ~~his~~a ~~Doctor~~bachelor’s ofdegree ~~Philosophy~~ in ~~International Finance (Honoris Causa) from Gideon Robert~~financial ~~University~~management in ~~2017.~~2015, ~~Upon~~and ~~his~~holds ~~graduation~~an ~~from~~intermediate ~~the~~accountant ~~University~~certificate ofand ~~Southern~~an ~~Queensland,~~assistant hefinancial ~~started~~planner ~~his~~certificate. ~~career~~Ms. ~~and~~Wang worked ~~as Senior Officer~~at inFuqing ~~Bursa~~Greens ~~Malaysia~~Investment ~~Depository~~Consulting ~~Sdn~~Co., ~~Bhd~~Ltd. ~~(formerly~~from ~~known~~March as2015 ~~Kuala~~to ~~Lumpur~~October ~~Stock~~2016 ~~Exchange)~~as ~~between~~an ~~1998~~accounting ~~and 2004~~assistant. From ~~2004~~November 2016 to ~~2009~~October 2021, heshe ~~served as~~worked ~~the~~at ~~Director~~Fuzhou ~~and~~Zhihui ~~principal~~Auto ~~consultant~~Sales ~~for Golden Design Renovation~~ and ~~Construction~~Service ~~Sdn Bhd~~Co. ~~Between 2010 and 2011~~, heLtd. ~~served~~ as ~~General Manager~~an ~~and~~accounting ~~Directors for E-World Films Production Limited~~supervisor. InFrom ~~2012,~~November he2021 ~~founded~~to ~~Heyu~~October ~~Group of Companies in China~~2022, ~~Hong Kong, and~~she ~~Malaysia.~~served ~~Heyu~~at ~~Group~~Fujian ofZhihuishuan ~~Companies are engaged in Leisure and Hotels management, Biotechnology,~~ Finance ~~and Investment, Brand~~ ~~Franchising, Advance Entertainment Technology, Event Management, Property Development~~ and ~~Management,~~Taxation ~~land~~Consulting ~~& real estate property development~~Co., ~~etc~~Ltd. Heas isan ~~responsible~~accounting ~~for~~supervisor. ~~the~~Ms. ~~formulation~~Wang ~~and~~joined ~~implementation~~our ofCompany ~~the~~in ~~Heyu Group of Companies’ corporate strategies~~November as2022 ~~well~~ as ina ~~charge~~financial ofmanager ~~the corporate finance~~ and ~~investment~~is ~~management~~responsible ~~aspects~~for of the ~~Group~~daily ~~due~~management ~~to his acute knowledge with rich experience, strong commitment, innovative and dynamic personality. He also as a member~~ of ~~“The Academic Council on~~ the ~~United Nations System (ACUNS)” in Canada. In view of Mr. Ang~~group’s ~~humanitarian~~financial sectors, his outstanding contributions to establish, promote and protect humanity, Peace, Culture Human resource development and Education for the well-being of human society through volunteerism, he was also bestowed the Royal Orders from the State of Pahang in Malaysiadepartment.

20Family Relationships

MsMr. ~~Zhenzhu~~ Zengqiang Lin ~~serves~~ asand ~~our Director from August 21, 2023.~~ Ms. Zhenzhu Lin isare ~~one~~siblings. None of ~~the~~our ~~founders~~other ~~and has served as~~ directors ofor ~~Fuqing Hongchang~~executive ~~Food~~officers ~~Co.,~~have ~~Ltd,~~a anfamily ~~international~~relationship ~~food trading company since 2017. Prior to her current role, Ms. Lin served~~ as ~~the~~defined ~~general manager of Xizang Changhui Construction Engineering Co., Ltd from December 2008 to May 2017. Ms. Lin has extensive experience~~ in ~~the~~Item ~~company from~~401 ~~the~~of ~~grassroots~~Regulation ~~to the management level~~S-K.

~~Mr. Xingjia~~Involvement ~~Gao serves~~in asCertain ~~our~~Legal Director from August 21, 2023. Mr. Gao has years of professional international trade experience. Mr. Gao serves as chairman and general manager of Guangzhou Mingding Trading Co., Ltd from Jan 2014 to now. Mr. Gao also serves as the executive deputy general manager of Guangdong Jinman Group Co., Ltd from January 2015 to now. From March 2001 to June 2003 Mr. Gao served as deputy manager of Guangdong Mingzhu Group Co., Ltd, and Manager of Import and Export Department for the same company since January 2001. From 1987 to 2000, Mr. Gao served as manager of Guangdong Light Industrial Products Import and Export (Group) Company. Mr. Gao graduated from Hunan Institute of Engineering in 1982.Proceedings

~~Ms.~~To ~~Qingqing~~the ~~Wang~~best ~~serves~~of as our ~~Board~~ ~~Secretary from March 27~~knowledge, ~~2024.~~none ~~Ms.~~of ~~Wang~~our ~~graduated from Minnan Normal University in the PRC with a bachelor’s degree in financial~~directors ~~management~~or inexecutive ~~2015,~~officers ~~and holds an intermediate accountant certificate and an assistant financial planner certificate. Ms. Wang worked at Fuqing Greens Investment Consulting Co.~~has, ~~Ltd.~~during from March 2015 to October 2016 as an accounting assistant. From November 2016 to October 2021, she worked at Fuzhou Zhihui Auto Sales and Service Co., Ltd. as an accounting supervisor. From November 2021 to October 2022, she served at Fujian Zhihuishuan Finance and Taxation Consulting Co., Ltd. as an accounting supervisor. Ms. Wang joined our Company in November 2022 as a financial manager and is responsible for the ~~daily~~past ~~management~~ten ~~of the group’s financial department.~~years:

~~Family Relationships~~● been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

~~Mr. Zengqiang~~● ~~Lin~~had ~~and~~any ~~Ms.~~bankruptcy ~~Zhenzhu~~petition ~~Lin~~filed ~~are~~by ~~siblings.~~or ~~None~~against the business or property of ~~our~~the ~~other~~person, ~~directors~~or of any partnership, corporation or ~~executive~~business ~~officers~~association ~~have~~of which he was a ~~family~~general ~~relationship~~partner asor ~~defined in~~executive ~~Item~~officer, ~~401~~either at the time of ~~Regulation~~the ~~S-K.~~bankruptcy filing or within two years prior to that time;

~~Involvement~~ ● been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in ~~Certain~~any ~~Legal~~type ~~Proceedings~~of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

~~To the~~● ~~best~~been offound ~~our~~by ~~knowledge,~~a ~~none~~court of ~~our~~competent ~~directors~~jurisdiction in a civil action or ~~executive~~by ~~officers~~the ~~has~~SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, ~~during~~and the ~~past~~judgment ~~ten~~has ~~years:~~not been reversed, suspended, or vacated;

● been ~~convicted~~the insubject of, or a ~~criminal~~party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or ~~been~~state ~~subject~~securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a ~~pending~~temporary ~~criminal~~or ~~proceeding~~permanent ~~(excluding~~injunction, ~~traffic~~order ~~violations~~of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist ~~other~~order, ~~minor~~or ~~offenses)~~removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;21

● been the subject toof, ~~any~~or ~~order,~~a ~~judgment~~party to, any sanction or ~~decree~~order, not subsequently reversed, suspended or vacated, of any ~~court~~self-regulatory oforganization ~~competent~~(as ~~jurisdiction~~defined orin ~~federal~~Section or3(a)(26) ~~state~~of ~~authority,~~the ~~permanently~~Exchange ~~or temporarily enjoining~~Act), ~~barring,~~any ~~suspending~~registered orentity ~~otherwise~~(as ~~limiting,~~defined ~~his involvement~~ in ~~any~~Section ~~type~~1(a)(29) of ~~business,~~the ~~securities,~~Commodity ~~futures,~~Exchange ~~commodities~~Act), ~~investment,~~or ~~banking,~~any ~~savings~~equivalent ~~and~~exchange, ~~loan~~association, entity or ~~insurance~~organization ~~activities,~~that orhas todisciplinary beauthority ~~associated~~over ~~with~~its ~~persons~~members ~~engaged~~or inpersons ~~any~~associated ~~such~~with ~~activity;~~a member.

●Director been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;Independence

●After ~~been~~review ~~the subject~~ of, orall arelevant ~~party~~transactions ~~to, any federal~~ or ~~state~~relationships between ~~judicial~~each ~~or administrative order~~director, ~~judgment, decree,~~ or ~~finding, not subsequently reversed, suspended or vacated (not including~~ any ~~settlement~~ of ahis ~~civil~~or ~~proceeding~~her ~~among~~family ~~private litigants)~~members, our ~~relating~~Board tohas andetermined ~~alleged~~that ~~violation~~there ofis ~~any~~no ~~federal~~“independent ordirector” as ~~state~~defined ~~securities~~under orthe ~~commodities~~Nasdaq ~~law~~listing orstandards. ~~regulation,~~Pursuant ~~any~~to ~~law~~the orapplicable ~~regulation~~Nasdaq ~~respecting~~listing ~~financial institutions or insurance companies including~~standards, ~~but~~an ~~not~~“independent ~~limited~~director” refers to, a ~~temporary~~person orother ~~permanent~~than ~~injunction,~~an ~~order~~officer ~~of disgorgement~~ or ~~restitution,~~employee ~~civil~~of ~~money~~the ~~penalty~~company or ~~temporary~~its subsidiaries or ~~permanent~~any ~~cease-and-desist~~other ~~order~~individual having a relationship which, orin ~~removal~~the oropinion ~~prohibition~~of ~~order,~~the orcompany’s ~~any~~board ~~law~~of ordirectors, ~~regulation~~would ~~prohibiting~~interfere ~~mail~~with orthe ~~wire~~director’s ~~fraud~~exercise orof ~~fraud~~independent judgment in ~~connection~~carrying ~~with~~out ~~any~~the ~~business~~responsibilities ~~entity;~~of ora director.

21Our common stock is not currently listed on Nasdaq.

●Committees ~~been the subject~~ of, ~~or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of~~ the ~~Exchange~~Board ~~Act), any registered entity (as defined in Section 1(a)(29)~~ of the ~~Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.~~Company

~~Director~~We do not have a standing nominating, compensation, ~~Independence~~or audit committee. Rather, our full Board performs the functions of these committees. We do not believe it is necessary for our Board to appoint such committees because the volume of matters that come before our Board for consideration permits the directors to give sufficient time and attention to such matters to be involved in all decision making. Additionally, because our Common Stock is not listed for trading or quotation on a national securities exchange, we are not required to have such committees.

~~After review~~Code of all relevant transactions or relationships between each director, or any of his or her family members, our Board has determined that Xingjia Gao is an “independent director” as defined under the Nasdaq listing standards. Pursuant to the applicable Nasdaq listing standards, an “independent director” refers to a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our common stock is not currently listed on Nasdaq.Ethics

~~Committees~~ We adopted a written code of ~~the~~business ~~Board~~conduct and ethics that applies to our directors, officers and employees, including our principal executive officer or persons performing similar functions. A copy of the ~~Company~~code is filed hereto as Exhibit 14.1 and is incorporated herein by this reference.

~~We do~~Insider ~~not~~Trading have a standing nominating, compensation, or audit committee. Rather, our full Board performs the functions of these committees. We do not believe it is necessary for our Board to appoint such committees because the volume of matters that come before our Board for consideration permits the directors to give sufficient time and attention to such matters to be involved in all decision making. Additionally, because our Common Stock is not listed for trading or quotation on a national securities exchange, we are not required to have such committees.Policy

~~Code~~We have adopted an insider trading policy for directors, officers and employees of ~~Ethics~~the Company that govern the purchase, sale and/or other dispositions of the Company’s securities and other securities by our directors, executive officers, employees and any member of his or her immediate family living in his or her household. A copy of such policy is filed hereto as Exhibit 19.1 and is incorporated herein by this reference.

~~We adopted~~Compliance awith ~~written~~Section ~~code~~16(a) of ~~business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer or persons performing similar functions. A copy of~~ the ~~code is filed hereto as Exhibit~~Securities ~~14.1~~Exchange ~~and is incorporated herein by this reference.~~Act

~~Insider~~Section 16(a) of the Exchange Act requires our ~~Trading~~directors, ~~Policy~~executive officers, and greater than 10% beneficial owners of our Common Stock to file reports of ownership and changes in ownership with the SEC. Directors, executive officers, and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish us with copies of all Section 16(a) reports they file. Based solely on the Company’s review of the copies of such forms it has received and written representations from certain reporting persons with respect to the period from January 1, 2024 through December 31, 2024, the Company believes that all of its officers, directors and greater than 10% beneficial owners, complied with all Section 16(a) filing requirements applicable to them during the Company’s most recently completed fiscal year.

~~We have adopted an insider trading policy filed hereto as Exhibit 19.1 and is incorporated herein by this reference.~~22

~~Compliance with~~ITEM ~~Section~~11. ~~16(a)~~EXECUTIVE ~~of the Securities Exchange Act~~COMPENSATION

~~Section 16(a)~~The offollowing ~~the~~is ~~Exchange~~a ~~Act~~summary ~~requires our directors, executive officers, and greater than 10% beneficial owners~~ of ~~our~~the ~~Common~~compensation we ~~Stock~~paid to ~~file reports~~our ~~of ownership and changes in ownership with the SEC. Directors,~~ executive officers, ~~and~~for ~~greater than 10% stockholders are required by~~ the ~~rules~~fiscal ~~and~~years ~~regulations~~ended of the SEC to furnish us with copies of all Section 16(a) reports they file. Based solely on the Company’s review of the copies of such forms it has received and written representations from certain reporting persons with respect to the period from January 1, 2023 through December 31, ~~2023,~~2024 ~~the Company believes that all of its officers, directors~~ and ~~greater~~2023 ~~than~~for ~~10% beneficial owners, complied with all Section 16(a) filing requirements applicable to them during~~ the Company~~’s most recently completed fiscal year~~.

Name	Year	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified deferred compensation earnings ($)		All Other Compensation ($)		Total ($)
Zengqiang Lin	2024		3,335		-		-		-		-		-		3,335
CEO, CFO, President and Director	2023		1,130		-		-		-		-		-		1,130	⁽¹⁾

Wendy Li⁽²⁾	2024		-		-		-		-		-		-		-
Former CFO	2023		-		-		-		-		-		-		-
			-		-		-		-		-		-		-
Bo Lyu⁽³⁾	2024		-		-		-		-		-		-		-
Former CFO	2023		64,000		-		-		-		-		-		64,000

~~ITEM 11~~(1) Such amounts were accrued based on his appointment date in 2023. ~~EXECUTIVE~~Mr. ~~COMPENSATION~~Zengqiang Lin was appointed as a director of the Company on February 17, 2023, and also as the Chief Executive Officer of the Company on August 21, 2023, and as the Chief Executive Officer of the Company on May 8, 2024.

~~For the~~(2) ~~fiscal year ended December 31, 2023, we paid $1,130 to Mr~~Ms. ~~Zengqian~~Wendy ~~Lin,~~Li ~~our~~was ~~Chief~~appointed ~~Executive~~as ~~Officer~~the ~~and Director, and $64,000 to Mr. Bo Lyu, our~~ Chief Financial Officer ~~who~~of ~~served~~the ~~from~~Company ~~November~~on ~~30, 2021 to~~ August 21, 2023., Weand ~~did~~resigned ~~not~~from ~~pay~~her ~~any~~position ~~remuneration~~on toMay ~~other of our executive officers for the fiscal years ended December 31~~8, ~~2023 and 2022~~2024.

~~Aggregated Option~~(3) ~~Exercises~~Mr. Bo Lyu was appointed as the Chief Financial Officer of the Company on November 30, 2021, and ~~Fiscal~~resigned ~~Year-End~~from ~~Option~~his ~~Value~~position ~~Table~~on August 21, 2023.

~~There were~~Aggregated noOption ~~stock~~Exercises ~~options~~and ~~exercised~~Fiscal ~~since~~Year-End ~~the~~Option ~~date~~Value ~~of our inception by the executive officers named in the Summary Compensation table above.~~Table

~~Long-Term~~There were no stock options exercised since the ~~Incentive~~date ~~Plan~~of ~~(“LTIP”)~~our ~~Awards~~inception ~~Table~~by the executive officers.

~~There were~~Long-Term noIncentive ~~awards~~Plan ~~made to any named executive officers in the last completed fiscal year under any~~ (“LTIP.”) Awards Table

~~Employment~~There were no awards made to any named executive ~~Agreements~~officers in the last completed fiscal year under any LTIP.

~~The Company~~Employment ~~has entered into employment agreements with officers and other key employees.~~Agreements

~~Compensation~~The Company has entered into employment agreements ofwith ~~Directors~~officers and other key employees.

~~For the~~Compensation ~~fiscal~~of ~~year~~Directors ~~ended December 31, 2023, we paid $1,130 each to Zengqiang Lin and Zhenzhu Lin, our directors. For the fiscal year ended December 31, 2022, we did not pay any remuneration to our directors.~~

~~We do~~The ~~not~~following ~~currently~~is ~~have~~a ansummary ~~established~~of ~~policy~~the ~~to provide~~ compensation we paid to ~~members of~~ our ~~Board~~non-executive directors, for ~~their~~the ~~services~~fiscal inyear ~~that~~ended ~~capacity~~December 31, 2024.

Option Plan

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified deferred compensation earnings ($)		All Other Compensation ($)		Total ($)

Ban Siong Ang		-		-		-		-		-		-		-

Zhenzhu Lin		-		-		-		-		-		-		-

Stephan Truly Busch ⁽¹⁾		5,000		-		-		-		-		-		5,000

Xingjia Gao ⁽²⁾		-		-		-		-		-		-		-

~~We currently~~(1) ~~do not have a Stock Option Plan~~Mr. ~~However,~~Stephan weTruly ~~may~~Busch towas ~~issue~~appointed ~~stock~~as ~~options pursuant to~~ a ~~Stock~~director ~~Option~~of ~~Plan in~~ the ~~future.~~Company ~~Such stock~~on ~~options~~August ~~may be awarded to management~~21, ~~employees,~~2023 and ~~members~~resigned offrom ~~the~~his ~~Board~~position ~~and~~on ~~consultants~~March of27, ~~the Company~~2024.

23(2) Mr. Xingjia Gao was appointed as a director of the Company on August 21, 2023, and resigned from his position on May 8, 2024.

~~ITEM~~We do not currently have an established policy ~~12.~~to ~~SECURITY~~provide ~~OWNERSHIP~~compensation OFto ~~CERTAIN~~members ~~BENEFICIAL~~of ~~OWNERS~~our ~~AND~~Board ~~MANAGEMENT~~for ~~AND~~their ~~RELATED~~services ~~STOCKHOLDER~~in ~~MATTERS~~that capacity.

The following table sets forth certain information, as of March 15, 2024, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of the Company’s executive officers and directors; and (iii) the Company’s directors and executive officers as a group. Unless otherwise indicated, the beneficial owners have sole voting and investment power, as applicable, over the shares of common stock listed below. For each individual and group included in the table below, percentage ownership is calculated by dividing (a) the number of shares of common stock beneficially owned by such person or group by (b) the sum of the shares of common stock outstanding as of March 15, 2024, plus the number of shares of common stock that such person or group had the right to acquire on or within 60 days after March 15, 2024. The address for each individual listed below is Block 20, Hongchang Food Co., Ltd. Yuanhong Investment Zone, Donggao Village, Chengtou Town, Fuqing City, Fuzhou City, Fujian Province, 350300, PRC, unless otherwise noted. Currently, there are no equity compensation plans in place for the Company.23

Name and Address of Beneficial Owner (1)	Number of Shares		Percentage
Directors and Executive Officers
Zengqiang Lin(4)		353,322,843		68.1	%
Wendy Li		-		-
Ban Siong Ang		56,011,747		10.8	%
Zhenzhu Lin(5)		62,259,532		12.0	%
Xingjia Gao		-		-
Qingqing Wang		-		-
Directors and officers as a group (six persons)		471,594,122		90.9	%
Other 5% or more stockholders		-		-

Option Plan

(1)	Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in the footnotes to this table.
(2)	The number of shares of common stock reflect the 100-for-1 forward stock split effective on September 25, 2018, and the 1-for-10 reverse stock split effective on August 14, 2023.
(3)	Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a stockholder has sole or shared voting power or investment power, and also any shares which the stockholder has the right to acquire within 60 days, including upon exercise of common shares purchase options or warrants.
(4)	Mr. Zengqiang Lin is the sole stockholder of Zengqiang Investment Limited. Mr. Zengqiang Lin is the sibling of Ms. Zhenzhu Lin. Ms. Zhenzhu Lin and Mr. Zengqiang Lin are not acting in concert to acquire interests in the securities of our Company and Mr. Zengqiang Lin expressly disclaims any interest in the securities of our Company held directly or indirectly by Ms. Zhenzhu Lin.
(5)	Ms. Zhenzhu Lin is the sole stockholder of Hong Jin Investment Limited. Ms. Zhenzhu Lin is the sibling of Mr. Zengqiang Lin. Ms. Zhenzhu Lin and Mr. Zengqiang Lin are not acting in concert to acquire interests in the securities of our Company and Ms. Zhenzhu Lin expressly disclaims any interest in the securities of our Company held directly or indirectly by Mr. Zengqiang Lin.

We currently do not have a Stock Option Plan. However, we may issue stock options pursuant to a Stock Option Plan in the future. Such stock options may be awarded to management, employees, and members of the Board and consultants of the Company.

24ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~ITEM~~The following table sets forth certain information, 13as of March 28, 2025, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of the Company’s executive officers and directors; and (iii) the Company’s directors and executive officers as a group. ~~CERTAIN~~Unless ~~RELATIONSHIPS~~otherwise ~~AND~~indicated, ~~RELATED~~the ~~TRANSACTIONS~~beneficial owners have sole voting and investment power, ~~AND~~as ~~DIRECTOR~~applicable, ~~INDEPENDENCE~~over the shares of common stock listed below. For each individual and group included in the table below, percentage ownership is calculated by dividing (a) the number of shares of common stock beneficially owned by such person or group by (b) the sum of the shares of common stock outstanding as of March 28, 2025, plus the number of shares of common stock that such person or group had the right to acquire on or within 60 days after March 28, 2025. The address for each individual listed below is Block 20, Hongchang Food Co., Ltd. Yuanhong Investment Zone, Donggao Village, Chengtou Town, Fuqing City, Fuzhou City, Fujian Province, 350300, PRC, unless otherwise noted. Currently, there are no equity compensation plans in place for the Company.

Related Person Transactions

Name and Address of Beneficial Owner ⁽¹⁾	Number of Shares⁽²⁾		Percentage⁽³⁾
Directors and Executive Officers
Zengqiang Lin⁽⁴⁾		353,322,843		68.1	%
Ban Siong Ang		56,011,747		10.8	%
Zhenzhu Lin⁽⁵⁾		62,259,532		12.0	%
Qingqing Wang		-		-
Directors and officers as a group (four persons)		471,594,122		90.9	%
Other 5% or more stockholders		-		-

The following sets out the transactions or series of similar transactions to which we were or will be a party in which the amount involved exceeds $120,000 and in which any director, nominee for director, executive officer, beneficial holder of more than 5% of our common stock or any member of their immediate family or any entity affiliated with any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change of control and other arrangements, which are described under “Executive Compensation.

(1)	Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in the footnotes to this table.
(2)	The number of shares of common stock reflects the 100-for-1 forward stock split effective on September 25, 2018, and the 1-for-10 reverse stock split effective on August 14, 2023.
(3)	Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a stockholder has sole or shared voting power or investment power, and also any shares which the stockholder has the right to acquire within 60 days, including upon exercise of common shares purchase options or warrants.
(4)	Mr. Zengqiang Lin is the sole stockholder of Zengqiang Investment Limited. Mr. Zengqiang Lin is the sibling of Ms. Zhenzhu Lin. Ms. Zhenzhu Lin and Mr. Zengqiang Lin are not acting in concert to acquire interests in the securities of our Company and Mr. Zengqiang Lin expressly disclaims any interest in the securities of our Company held directly or indirectly by Ms. Zhenzhu Lin.
(5)	Ms. Zhenzhu Lin is the sole stockholder of Hong Jin Investment Limited. Ms. Zhenzhu Lin is the sibling of Mr. Zengqiang Lin. Ms. Zhenzhu Lin and Mr. Zengqiang Lin are not acting in concert to acquire interests in the securities of our Company and Ms. Zhenzhu Lin expressly disclaims any interest in the securities of our Company held directly or indirectly by Mr. Zengqiang Lin.

~~Loan Agreements with Related Parties~~24

~~Controlling~~Related ~~Stockholder~~Person Transactions

~~Zengqiang~~The ~~Investment~~following ~~Limited~~sets isout the ~~investment vehicle~~transactions or series of ~~our~~similar ~~controlling~~transactions ~~stockholder~~to which we were or will be a party in which the amount involved exceeds $120,000 and in which any director, ~~Mr.~~nominee for ~~Zengqiang~~director, ~~Lin~~executive officer, ~~and~~beneficial ~~directly~~holder ~~owns~~of ~~67.1~~more than 5% of our ~~shares~~common stock or any member of ~~common~~their ~~stock~~immediate family or any entity affiliated with any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change of control and other arrangements, which are described under “Executive Compensation.

~~ITEM 14.~~Loan ~~PRINCIPAL~~Agreements ~~ACCOUNTING~~with ~~FEES~~Related ~~AND SERVICES~~Parties

~~The~~As of December 31, 2024 we obtained several ~~following~~loans ~~table~~from ~~provides~~Mr. ~~information~~Zengqiang ~~about~~Lin, the ~~fees~~CEO ~~billed~~of tothe usCompany, ~~for~~with ~~professional~~an ~~services~~aggregate ~~rendered~~principal byamount ~~external~~of ~~accounting~~approximately ~~firms~~$9.2 ~~and~~million, The loan ~~auditing~~agreement ~~firms~~was ~~during~~signed ~~fiscal~~on ~~years~~April 1, 2023, Hongchang Food would be able to obtain aggregate maximum loans of up to RMB60.0 million (US$8.5 million) from Mr. Zengqiang Lin for the period from April 1, 2023 to March 31, 2026.The loan is unsecured and ~~2022:~~non-interest bearing.

	2023		2022
Audit Fees	$	80,000	$	18,500
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	80,000	$	18,500

Controlling Stockholder

~~Audit Fees.~~Zengqiang ~~Audit~~Investment ~~fees~~Limited ~~consist~~is ~~of fees for~~ the ~~audit~~investment vehicle of our ~~annual~~controlling ~~financial~~stockholder ~~statements~~and ordirector, ~~services~~Mr. ~~that~~Zengqiang ~~are~~Lin, ~~normally~~and ~~provided~~directly inowns ~~connection with~~67.1% ~~statutory~~of ~~and~~our ~~regulatory~~shares ~~annual~~of ~~and~~common ~~quarterly filings or engagements~~stock.

~~Audit-Related Fees~~ITEM 14. ~~Audit-related~~PRINCIPAL ~~fees~~ACCOUNTING ~~consist~~FEES ofAND ~~fees for accounting, assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported as Audit Fees.~~SERVICES

~~Tax Fees.~~The ~~Tax~~following ~~fees~~table ~~consist~~provides ofinformation ~~fees for tax compliance services, tax advice and tax planning. During~~ about the ~~fiscal~~fees ~~years~~billed ofto ~~2023~~us ~~and~~for ~~2022, the~~professional services ~~provided~~rendered inby ~~this~~external ~~category~~accounting ~~included~~firms ~~assistance~~ and ~~advice~~auditing infirms ~~relation~~during tofiscal ~~the~~years ~~preparation~~2024 ~~of corporate income tax returns.~~and 2023:

All Other Fees. Any other fees not included in Audit Fees, Audit-Related Fees, or Tax Fees.

	2024		2023
Audit Fees	$	109,000	$	80,000
Tax Fees		3,800		-
Total	$	112,800	$	80,000

~~Pre-Approval Policies~~Audit ~~and Procedures.~~Fees

~~Our~~Audit fees consist of fees for the audit of our ~~Board~~annual ~~pre-approved~~financial ~~all~~statements or services tothat beare normally provided ~~by WWC,~~in ~~Professional~~connection ~~Corporation~~with statutory and regulatory annual and quarterly filings or engagements.

25Tax Fees.

~~PART~~Tax fees consist of fees for tax compliance services, IVtax advice and tax planning. During the fiscal years of 2024 and 2023, the services provided in this category included assistance and advice in relation to the preparation of corporate income tax returns.

~~ITEM 15.~~Pre-Approval ~~EXHIBITS,~~Policies ~~FINANCIAL~~and ~~STATEMENT SCHEDULES~~Procedures.

~~(a) (1)~~Our ~~Index~~Board pre-approved all services to ~~Financial~~be ~~Statements~~provided by WWC, Professional Corporation.

Report of Independent Registered Public Accounting Firm (PCAOB ID: 1171)		F-1
Consolidated Balance Sheets		F-2
Consolidated Statements of Operations and Comprehensive Income		F-3
Consolidated Statements of Changes in Stockholders’ Equity (Deficit)		F-4
Consolidated Statements of Cash Flows		F-5
Notes to Consolidated Financial Statements		F-6

(2)	ALL OTHER SCHEDULES HAVE BEEN OMITTED BECAUSE THEY ARE NOT APPLICABLE OR THE REQUIRED INFORMATION IS SHOWN IN THE FINANCIAL STATEMENTS OR NOTES THERETO.
(3)	List of Exhibits

PART IV

Exhibit		Exhibit Description
3.1(1)		Articles of Incorporation.
3.2(2)		Certificate of Amendment.
3.3(3)		Certificate of Amendment.
3.4(4)		Certificate of Amendment.
3.5(5)		Certificate of Amendment of Articles of Incorporation filed with the Nevada Secretary of State on November 17, 2023.
3.5(6)		By-Laws.
3.6(7)		First Amendment to the By-Laws.
3.7(8)		Second Amendment to the By-Laws.
3.8(9)		Third Amended and Restated Bylaws of Hongchang International Co., Ltd effective as of November 23, 2023.
4.1(10)		Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
10.1(11)		Share Exchange Agreement dated August 21, 2023 by and between Heyu Biological Technology Corporation, Hong Chang Global Investment Holdings Limited, Zengqiang Investment Limited and Hong Jin Investment Limited.
10.2(12)		Share Purchase Agreement dated August 21, 2023 by and between Heyu Biological Technology Corporation and Mr. Ban Siong Ang.
10.3(13)		Form of Director Service Agreement between the Registrant and its Directors.
14.1*		Code of Ethics
19.1*		Insider trading policies and procedures
21.1*		List of subsidiaries of the registrant

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

26(a) (1) Index to Financial Statements

Exhibit		Exhibit Description
Report of Independent Registered Public Accounting Firm (PCAOB ID: 1171)		F-1
31.1*		Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Consolidated Balance Sheets		F-2
31.2*		Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Consolidated Statements of Operations and Comprehensive Income (Loss)		F-3
32.1**		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Consolidated Statements of Changes in Stockholders’ Equity		F-4
32.2**		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Consolidated Statements of Cash Flows		F-5
101*		The following information from our 2023 Annual Report on Form 10-K, formatted in Inline XBRL: (i) Consolidated Statement of Income, (ii) Consolidated Statement of Comprehensive Income, (iii) Consolidated Balance Sheet, (iv) Consolidated Statement of Changes in Equity, (v) Consolidated Statement of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements.
Notes to Consolidated Financial Statements		F-6
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

(1)	Filed as an exhibit to the Company’s Registration Statement on Form 10-12G, as filed with the SEC on July 16, 1999, and incorporated herein by this reference.
(2)	ALL OTHER SCHEDULES HAVE BEEN OMITTED BECAUSE THEY ARE NOT APPLICABLE OR THE REQUIRED INFORMATION IS SHOWN IN THE FINANCIAL STATEMENTS OR NOTES THERETO.
(2)	Filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on July 6, 2018, and incorporated herein by reference.
(3)	List of Exhibits
(3)	Filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on August 3, 2018, and incorporated herein by reference.
(4)	Filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on September 14, 2018, and incorporated herein by reference.
(5)	Filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on November 21, 2023, and incorporated herein by reference.
(6)	Filed as an exhibit to the Company’s Registration Statement on Form 10-12G, as filed with the SEC on July 16, 1999, and incorporated herein by this reference.
(7)	Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on November 13, 2018, and incorporated herein by this reference.
(8)	Filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on July 1, 2019, and incorporated herein by reference.
(9)	Filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on November 24, 2023, and incorporated herein by reference.
(10)	Filed as an exhibit to the Company’s Form 10-K, as filed with the SEC on March 23, 2023, and incorporated herein by reference.
(11)	Filed as exhibit 10.1 to the Company’s Form 8-K, as filed with the SEC on August 23, 2023, and incorporated herein by reference.
(12)	Filed as exhibit 10.2 to the Company’s Form 8-K, as filed with the SEC on August 23, 2023, and incorporated herein by reference.
(13)	Filed as exhibit 10.3 to the Company’s Form 8-K, as filed with the SEC on August 23, 2023, and incorporated herein by reference.

*	Filed herewith.
Exhibit		Exhibit Description
**	In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-K and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act.
3.1(1)		Articles of Incorporation.
3.2(2)		Certificate of Amendment.
3.3(3)		Certificate of Amendment.
3.4(4)		Certificate of Amendment.
3.5(5)		Certificate of Amendment of Articles of Incorporation filed with the Nevada Secretary of State on November 17, 2023.
3.5(6)		By-Laws.
3.6(7)		First Amendment to the By-Laws.
3.7(8)		Second Amendment to the By-Laws.
3.8(9)		Third Amended and Restated Bylaws of Hongchang International Co., Ltd effective as of November 23, 2023.
4.1(10)		Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
10.1(11)		Share Exchange Agreement dated August 21, 2023 by and between Heyu Biological Technology Corporation, Hong Chang Global Investment Holdings Limited, Zengqiang Investment Limited and Hong Jin Investment Limited.
10.2(12)		Share Purchase Agreement dated August 21, 2023 by and between Heyu Biological Technology Corporation and Mr. Ban Siong Ang.
10.3(13)		Form of Director Service Agreement between the Registrant and its Directors.
14.1*		Code of Ethics
19.1*		Insider trading policies and procedures
21.1*		List of subsidiaries of the registrant

~~ITEM 16. FORM 10-K SUMMARY~~26

None.

Exhibit		Exhibit Description
31.1*		Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*		The following information from our 2024 Annual Report on Form 10-K, formatted in Inline XBRL: (i) Consolidated Statement of Income, (ii) Consolidated Statement of Comprehensive Income, (iii) Consolidated Balance Sheet, (iv) Consolidated Statement of Changes in Equity, (v) Consolidated Statement of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

(1)	Filed as an exhibit to the Company’s Registration Statement on Form 10-12G, as filed with the SEC on July 16, 1999, and incorporated herein by this reference.
(2)	Filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on July 6, 2018, and incorporated herein by reference.
(3)	Filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on August 3, 2018, and incorporated herein by reference.
(4)	Filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on September 14, 2018, and incorporated herein by reference.
(5)	Filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on November 21, 2023, and incorporated herein by reference.
(6)	Filed as an exhibit to the Company’s Registration Statement on Form 10-12G, as filed with the SEC on July 16, 1999, and incorporated herein by this reference.
(7)	Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on November 13, 2018, and incorporated herein by this reference.
(8)	Filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on July 1, 2019, and incorporated herein by reference.
(9)	Filed as an exhibit to the Company’s Form 8-K, as filed with the SEC on November 24, 2023, and incorporated herein by reference.
(10)	Filed as an exhibit to the Company’s Form 10-K, as filed with the SEC on March 23, 2023, and incorporated herein by reference.
(11)	Filed as exhibit 10.1 to the Company’s Form 8-K, as filed with the SEC on August 23, 2023, and incorporated herein by reference.
(12)	Filed as exhibit 10.2 to the Company’s Form 8-K, as filed with the SEC on August 23, 2023, and incorporated herein by reference.
(13)	Filed as exhibit 10.3 to the Company’s Form 8-K, as filed with the SEC on August 23, 2023, and incorporated herein by reference.

SIGNATURES

Filed herewith.

In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-K and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act.

~~Pursuant to~~ITEM ~~the~~16. ~~requirements~~FORM of10-K ~~Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 1, 2024.~~SUMMARY

~~Hongchang International Co~~None.~~, Ltd By: /s/ Zengqiang Lin Name: Zengqiang Lin Title: Chief Executive Officer, Director, and President (Principal Executive Officer and Director)~~

~~Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated below:~~27

Signature	Title	Date
/s/ Zengqiang Lin	Chief Executive Officer and Director	April 1, 2024
Zengqiang Lin	(Principal Executive Officer)
/s/ Wendy Li	Chief Financial Officer	April 1, 2024
Wendy Li	(Principal Financial and Accounting Officer)
/s/ Ban Siong Ang	Director	April 1, 2024
Ban Siong Ang
/s/ Zhenzhu Lin	Director	April 1, 2024
Zhenzhu Lin
/s/ Xingjia Gao	Director	April 1, 2024
Xingjia Gao

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 28,2025.

~~Report of~~Hongchang ~~Independent~~International ~~Registered~~Co., ~~Public~~Ltd ~~Accounting~~By: ~~Firm~~/s/ Zengqiang Lin Name: Zengqiang Lin Title: Chief Executive Officer, Chief Financial Officer, Director, and President (Principal Executive Officer, Principal Financial Officer, and Director)

~~To:~~Pursuant ~~The~~to ~~Board~~the requirements of ~~Directors~~the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and ~~Stockholders~~on ~~Hongchang~~the ~~International~~dates ~~Co.,~~indicated ~~Ltd~~below:

Opinion on the Financial Statements

Signature	Title	Date

/s/ Zengqiang Lin	Chief Executive Officer, Chief Financial Officer and Director	March 28, 2025
Zengqiang Lin	(Principal Executive Officer)

/s/ Ban Siong Ang	Director	March 28, 2025
Ban Siong Ang

/s/ Zhenzhu Lin	Director	March 28, 2025
Zhenzhu Lin

We have audited the accompanying consolidated balance sheets of Hongchang International Co., Ltd and its subsidiaries (collectively the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows in each of the years for the two-year period ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.28

~~Basis~~Report ~~for~~of ~~Opinion~~Independent Registered Public Accounting Firm

~~These~~To: ~~financial~~The statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board ~~(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations~~ of ~~the~~Directors ~~Securities~~ and ~~Exchange~~Stockholders ~~Commission~~Hongchang ~~and~~International ~~the PCAOB~~Co., Ltd

WeOpinion conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the ~~effectiveness~~Financial ~~of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.~~Statements

~~Our~~We ~~audits~~have ~~included~~audited ~~performing~~the ~~procedures~~accompanying ~~to assess~~consolidated ~~the~~balance ~~risks~~sheets of ~~material~~Hongchang ~~misstatement~~International Co., Ltd and its subsidiaries (collectively the “Company”) as of December 31, 2024 and 2023, and the ~~financial~~related consolidated statements, ~~whether~~of ~~due~~operations toand ~~error~~comprehensive orincome, ~~fraud~~changes in stockholders’ equity, and ~~performing~~cash flows ~~procedures~~in ~~that~~each ~~respond to~~of ~~those~~the ~~risks.~~years ~~Such~~for ~~procedures~~the ~~included~~two-year ~~examining,~~period onended aDecember ~~test~~31, ~~basis~~2024, ~~evidence~~and ~~regarding~~the related notes (collectively referred to as the ~~amounts~~financial statements). ~~and~~In ~~disclosures~~our inopinion, the financial statements~~. Our~~ ~~audits~~present ~~also~~fairly, ~~included~~in ~~evaluating~~all ~~the~~material ~~accounting~~respects, ~~principles~~the ~~used~~financial ~~and~~position ~~significant~~of ~~estimates~~the ~~made~~Company as byof ~~management~~December 31, as2024 ~~well~~and as2023, ~~evaluating~~ and the ~~overall~~results ~~presentation~~of its operations and its cash flows for each of the ~~financial~~years ~~statements.~~in Wethe ~~believe~~two-year ~~that~~period ~~our~~ended December ~~audits~~31, ~~provide~~2024, ain ~~reasonable~~conformity ~~basis~~with ~~for~~accounting ~~our~~principles ~~opinion~~generally accepted in the United States of America.

~~Critical~~Basis ~~Audit~~for ~~Matters~~Opinion

~~The~~These ~~critical~~financial ~~audit~~statements ~~matters communicated below~~ are ~~matters arising from~~ the ~~current period audit~~ responsibility of the ~~financial~~Company’s ~~statements~~management. ~~that~~Our ~~were~~responsibility ~~communicated~~is ~~or required~~ to beexpress ~~communicated~~an ~~to the~~opinion ~~audit~~on ~~committee and that: (1) relate to accounts or disclosures that are material to~~ the Company’s financial statements ~~and~~based ~~(2)~~on ~~involved~~ our ~~especially~~audits. ~~challenging,~~We ~~subjective,~~are ora ~~complex~~public ~~judgments.~~accounting ~~The~~firm ~~communication~~registered ofwith ~~critical~~the ~~audit~~Public ~~matters~~Company ~~does~~Accounting ~~not~~Oversight ~~alter~~Board in(United ~~any~~States) ~~way~~(PCAOB) ~~our~~and ~~opinion~~are onrequired ~~the~~to ~~financial~~be ~~statements,~~independent ~~taken~~with asrespect ato ~~whole,~~the ~~and~~Company wein ~~are~~accordance ~~not,~~with ~~by communicating~~ the ~~critical~~U.S. ~~audit~~federal ~~matters~~securities ~~below,~~laws ~~providing~~and ~~separate opinions on~~ the ~~critical~~applicable ~~audit~~rules ~~matters~~and regulations orof on the ~~accounts~~Securities orand ~~disclosures~~Exchange toCommission ~~which~~and ~~they~~the ~~relate~~PCAOB.

~~Construction-~~We conducted our audits in~~-progress~~ accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

AsOur ~~outlined~~audits inincluded ~~Note~~performing 7procedures ofto assess the ~~financial~~risks ~~statements,~~of ~~the~~material ~~Construction in~~misstatement ~~Progress~~of ~~for~~the ~~Hongchang~~financial ~~Food~~statements, ~~Industrial~~whether ~~Park~~due ~~was~~to ~~valued~~error ator ~~$41~~fraud,~~423,399~~ asand ofperforming ~~December~~procedures ~~31,~~that ~~2023.~~respond to ~~Determining~~those ~~the~~risks. ~~value~~Such ofprocedures ~~Construction in~~included ~~progress~~examining, ~~requires~~on ~~management~~a totest ~~make~~basis, ~~judgements~~evidence ~~over~~regarding ~~key~~the ~~estimates~~amounts and ~~assumptions.~~disclosures ~~Addressing~~in the ~~matter~~financial ~~involved performing procedures~~statements. ~~and~~Our ~~evaluating~~audits ~~audit~~also ~~evidence~~included inevaluating ~~connection~~the ~~with~~accounting ~~forming~~principles ~~our~~used ~~overall~~and ~~opinion~~significant onestimates ~~the~~made ~~financial~~by ~~statements.~~management, ~~The~~as ~~audit~~well ~~team~~as ~~undertook various~~evaluating ~~procedures,~~the ~~including~~overall ~~on-site~~presentation ~~verification~~ of ~~construction~~the ~~progress,~~financial ~~assessment~~statements. ofWe ~~calculation~~believe ~~accuracy,~~that ~~and~~our ~~evaluation~~audits ofprovide ~~the~~a ~~inputs used~~reasonable inbasis ~~the~~for ~~calculations~~our opinion.

~~/s/~~Critical ~~WWC,~~Audit ~~P.C.~~Matters

~~WWC~~Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, Por complex judgments.C.

~~Certified~~We ~~Public~~determined ~~Accountants~~that there is no critical audit matter.

~~PCAOB~~/s/ IDWWC, NoP.~~1171~~C.

WeWWC, ~~have served as the Company’s auditor since 2018~~P.C.

~~San~~Certified ~~Mateo,~~Public ~~California~~Accountants

~~April~~PCAOB 1,ID ~~2024~~No.1171

~~F-1~~We have served as the Company’s auditor since 2018.

~~Hongchang International~~San ~~Co.~~Mateo, ~~Ltd~~California

~~Consolidated Balance~~March ~~Sheets~~28, 2025

	As of December 31,
	2023			2022
	US$			US$
ASSETS:
Current assets:
Cash		895,730			3,141
Accounts receivable, net		742,851			-
Amount due from a related party		141			-
Other receivable, net		1,106,574			-
Inventories, net		13,713			-
Advance to supplier-related party		59,324			60,885
Other current assets		1,142,409			18,989
Total current assets		3,960,742			83,015
Non-current assets:
Property and equipment, net		3,193			-
Construction-in-progress		41,423,399			26,837,950
Intangible assets, net		3,213			-
Land use right, net		4,118,101			4,316,604
Other non-current assets		706,920			-
Total non-current assets		46,254,826			31,154,554
Total assets		50,215,568			31,237,569
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		650,905			5,677
Accounts payable-construction in progress		18,493			25,249,414
Accrued expenses and other liabilities		385,805			3,553
Total current liabilities		1,055,203			25,258,644
Non-current liabilities
Deferred subsidies		1,989,463			-
Amounts due to a related party		6,682,959			6,397,578
Total non-current liabilities		8,672,422			6,397,578
Total liabilities		9,727,625			31,656,222
Stockholders’ (deficit) equity:
Common stocks (US$0.001 par value; 2,000,000,000 shares authorized; 518,831,367 and 415,582,375 issued and outstanding as of December 31, 2023 and 2022, respectively)		518,831			415,582
Subscription receivable		-			(415,582	)
Additional paid-in capital		39,905,228			-
Accumulated deficit		(812,539	)		(433,745	)
Accumulated other comprehensive income(loss)		876,423			15,092
Total stockholders’ (deficit) equity		40,487,943			(418,653	)
Total liabilities and stockholders’ equity		50,215,568			31,237,569

F-1

~~The accompanying~~Hongchang ~~notes~~International ~~are an integral part of these consolidated financial statements~~Co. , Ltd

~~F-2~~Consolidated Balance Sheets

Hongchang International Co., Ltd

	As of December 31,
	2024			2023
	US$			US$
ASSETS:
Current assets:
Cash		240,598			895,730
Accounts receivable, net		52,514			742,851
Amount due from a related party		38,360			141
Other receivable, net		6,854,374			1,106,574
Inventories, net		-			13,713
Advance to supplier		4,026			13,811
Advance to supplier-related party		-			59,324
Other current assets		936,230			1,128,598
Total current assets		8,126,102			3,960,742

Non-current assets:
Property and equipment, net		16,888			3,193
Construction-in-progress		41,264,766			41,423,399
Intangible assets, net		-			3,213
Land use right, net		3,909,114			4,118,101
Other non-current assets		4,134,357			706,920
Total non-current assets		49,325,125			46,254,826
Total assets		57,451,227			50,215,568

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Long-term loans -current portion		235,306			-
Accounts payable		-			650,905
Accounts payable-construction in progress		12,289			18,493
Advances from customers		255			-
Amounts due to related parties -current portion		6,289,440			-
Accrued expenses and other liabilities		154,416			385,805
Total current liabilities		6,691,706			1,055,203

Non-current liabilities
Deferred subsidies		1,929,637			1,989,463
Long term loans		6,562,928			-
Amounts due to related parties		3,493,486			6,682,959
Total non-current liabilities		11,986,051			8,672,422

Total liabilities		18,677,757			9,727,625

Commitments and contingencies		-			-

Stockholders’ equity:
Common stock (US$0.001 par value; 2,000,000,000 shares authorized; 518,831,367 and 518,831,367 issued and outstanding as of December 31, 2024 and 2023, respectively)		518,831			518,831
Additional paid-in capital		39,905,228			39,905,228
Statutory reserves		1,197			-
Accumulated deficit		(1,292,076	)		(812,539	)
Accumulated other comprehensive (loss) income		(365,573	)		876,423
Total Hongchang International Co., Ltd’s stockholders’ equity		38,767,607			40,487,943
Non-controlling interests		5,863			-
Total equity		38,773,470			40,487,943

Total liabilities and equity		57,451,227			50,215,568

~~Consolidated Statements~~The ofaccompanying ~~Operations~~notes ~~and~~are ~~Comprehensive~~an ~~Income(Loss)~~integral part of these consolidated financial statements.

	For the years ended December 31,
	2023			2022
	US$			US$
Net revenue:		2,675,789
Cost of revenue		(2,606,431	)		-
Gross profit		69,358			-
Sales and marketing expenses		(28	)		-
General and administrative expenses		(538,902	)		(239,992	)
Total operating expenses		(538,930	)		(239,992	)
Operating loss		(469,572	)		(239,992	)
Interest income		1,386			18
Other income		23,531			-
Other expenses		(44	)		(15	)
Loss before income taxes		(444,699	)		(239,989	)
Income tax (expense) benefit		65,905			-
Net loss		(378,794	)		(239,989	)
Other comprehensive loss net of tax:
Foreign currency translation difference net of tax		861,331			15,092
Total comprehensive income(loss)		482,537			(224,897	)
Loss per share:
Common stocks - basic and diluted		(0.00	)		(0.00	)
Weighted average shares outstanding used in calculating basic and diluted loss per share:
Common stocks - basic and diluted		450,231,897			61,674,985

F-2

~~The accompanying~~Hongchang ~~notes~~International ~~are an integral part of these consolidated financial statements~~Co., Ltd

~~F-3~~Consolidated Statements of Operations and Comprehensive Income(Loss)

Hongchang International Co., Ltd

	For the years ended December 31,
	2024			2023
	US$			US$
Net revenue:		2,867,102			2,675,789
Cost of revenue		(2,685,470	)		(2,606,431	)
Gross profit		181,632			69,358
Sales and marketing expenses		(1,544	)		(28	)
General and administrative expenses		(560,577	)		(538,902	)
Intangible asset impairment charge		(2,837	)		-
Total operating expenses		(564,958	)		(538,930	)
Operating loss		(383,326	)		(469,572	)
Interest income		1,155			1,386
Other income		1,167			23,531
Other expenses		(113,692	)		(44	)
Loss before income taxes		(494,696	)		(444,699	)
Income tax benefit		22,303			65,905
Net loss		(472,393	)		(378,794	)

Other comprehensive loss net of tax:
Foreign currency translation difference net of tax		(1,242,080	)		861,331
Total comprehensive (loss) income		(1,714,473	)		482,537
Less: comprehensive income attributable to non-controlling interest		5,863			-
Comprehensive (loss) income attributable to Hongchang International Co., Ltd’s common stockholders		(1,720,336	)		482,537

Loss per share:
Common stocks - basic and diluted		(0.00	)		(0.00	)

Weighted average shares outstanding used in calculating basic and diluted loss per share:
Common stocks - basic and diluted		518,831,367			450,231,897

~~Consolidated Statements~~The ofaccompanying ~~Changes~~notes inare ~~Stockholders’~~an ~~Equity~~integral part of these consolidated financial statements.

	Common Stocks				Subscription			Additional Paid-in			Accumulated			Accumulated other comprehensive		Total Stockholder’s (Deficit)
	Shares		Amount		receivable			Capital			Deficit			income		Equity
			US$		US$			US$			US$			US$		US$
Balance as of January 1, 2022		415,582,375		415,582		(415,582	)		-			(193,756	)		-		(193,756	)
Net loss		-		-		-			-			(239,989	)		-		(239,989	)
Foreign currency translation adjustment		-		-		-			-			-			15,092		15,092
Balance as of December, 2022		415,582,375		415,582		(415,582	)		-			(433,745	)		15,092		(418,653	)
Balance as of January 1, 2023		415,582,375		415,582		(415,582	)		-			(433,745	)		15,092		(418,653	)
Net loss												(378,794	)				(378,794	)
Foreign currency translation adjustment		-		-		-			-			-			861,331		861,331
Contribution from stockholder		-		-		415,582			40,825,526			-			-		41,241,108
Deemed issuance of share upon the Merger transaction		103,248,992		103,249		-			(920,298	)		-			-		(817,049	)
Balance as of December 31, 2023		518,831,367		518,831		-			39,905,228			(812,539	)		876,423		40,487,943

F-3

~~The accompanying~~Hongchang ~~notes~~International ~~are an integral part of these consolidated financial statements~~Co., Ltd

~~F-4~~Consolidated Statements of Changes in Stockholders’ Equity

Hongchang International Co., Ltd

	Ordinary Shares				Subscription			Additional Paid-in			Statutory		Accumulated			Accumulated other comprehensive			Total Hongchang International Co., Ltd stockholder's			Non- controlling			Total Stockholder’s
	Shares		Amount		Receivable			Capital			Reserve		Deficit			income (loss)			equity			interests			Equity
			US$		US$			US$			US$		US$			US$			US$			US$			US$
Balance as of January 1, 2023		415,582,375		415,582		(415,582	)		-			-		(433,745	)		15,092			(418,653	)		-			(418,653	)
Net loss		-		-		-			-			-		(378,794	)		-			(378,794	)		-			(378,794	)
Foreign currency translation adjustment		-		-		-			-			-		-			861,331			861,331			-			861,331
Contribution from shareholder		-		-		415,582			40,825,526			-		-			-			41,241,108			-			41,241,108
Deemed issuance of share upon the Merger transaction		103,248,992		103,249		-			(920,298	)		-		-			-			(817,049	)		-			(817,049	)
Balance as of January 1, 2024		518,831,367		518,831		-			39,905,228			-		(812,539	)		876,423			40,487,943			-			40,487,943
Net loss		-		-		-			-			-		(478,340	)		-			(478,340	)		5,947			(472,393	)
Foreign currency translation adjustment		-		-		-			-			-		-			(1,241,996	)		(1,241,996	)		(84	)		(1,242,080	)
Appropriation of statutory reserve		-		-		-			-			1,197		(1,197	)		-			-			-			-
Balance as of December 31, 2024		518,831,367		518,831		-			39,905,228			1,197		(1,292,076	)		(365,573	)		38,767,607			5,863			38,773,470

~~Consolidated Statements~~The accompanying notes are an integral part of these ~~Cash~~consolidated ~~Flows~~financial statements.

	For the years ended December 31,
	2023			2022
	US$			US$
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		(378,794	)		(239,989	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		88,173			92,367
Accrued interest income derived from loan to third party		(23,249	)		-
Income tax expenses (benefits)		(65,905	)		-
Changes in operating assets and liabilities:
Accounts receivable		(743,377	)		-
Inventories		(13,723	)		-
Other receivable		(4,218	)		-
Advance to supplier-related party		-			(62,427	)
Other current assets		(1,058,798	)		(18,502	)
Accounts payable		645,831			4,393
Accrued expenses and other payables		313,708			(1,616	)
Deferred subsidies		1,990,873			-
Net cash provided by (used in) operating activities		750,521			(225,774	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(40,596,144	)		(1,555,438	)
Purchases of software		(3,297	)		-
Loans to related parties		(141	)		-
Loan to third party		(1,079,891	)		-
Net cash used in investing activities		(41,679,473	)		(1,555,438	)
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contribution by stockholders		41,241,108			-
Repayments of a loan from a related party		(3,199,390	)		-
Proceeds from a loan from a related party		2,900,289			1,781,932
Net cash provided by financing activities		40,942,007			1,781,932
Effect of exchange rate changes		879,534			(224	)
Net increase in cash		892,589			496
Cash at beginning of year		3,141			2,645
Cash at end of year		895,730			3,141

F-4

~~The accompanying~~Hongchang ~~notes~~International ~~are an integral part of these consolidated financial statements~~Co., Ltd

~~F-5~~Consolidated Statements of Cash Flows

Hongchang International Co., Ltd

	For the years ended December 31,
	2024			2023
	US$			US$
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		(472,393	)		(378,794	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		90,510			88,173
Intangible asset impairment charge		2,837			-
Accrued interest income derived from loan to third party		-			(23,249	)
Deferred tax benefit		(22,303	)		(65,905	)
Gain on disposal of subsidiary		(10	)		-
Changes in operating assets and liabilities:
Accounts receivable		677,614			(743,377	)
Amount due from a related party		(38,912	)
Inventories		13,493			(13,723	)
Advance to supplier		(18,280	)
Other receivable		(6,920,988	)		(4,218	)
Advance to supplier-related party		58,368			-
Other current assets		183,013			(1,058,798	)
Other non-current assets		(13,897	)		-
Accounts payable		(640,421	)		645,831
Accrued expenses and other payables		(236,528	)		313,708
Advance from customers		258			-
Deferred subsidies		-			1,990,873
Net cash (used in) provided by operating activities		(7,337,639	)		750,521

CASH FLOWS FROM INVESTING ACTIVITIES
Prepayment for acquisition of businesses		(567,005	)		-
Purchases of property and equipment		(4,021,962	)		(40,596,144	)
Purchases of software		-			(3,297	)
Loans to related parties		-			(141	)
Cash disposed on disposal of subsidiary		(131	)		-
Repayments from a related party		139			-
Repayments from a third party		1,084,603			-
Loan to third party		-			(1,079,891	)
Net cash used in investing activities		(3,504,356	)		(41,679,473	)

CASH FLOWS FROM FINANCING ACTIVITIES
Capital contribution by stockholders		-			41,241,108
Proceeds from long term loans		6,884,567			-
Repayments to related parties		(5,606,246	)		(3,199,390	)
Loans from related parties		8,926,432			2,900,289
Net cash provided by financing activities		10,204,753			40,942,007

Effect of exchange rate changes		(17,890	)		879,534

Net (decrease) increase in cash		(655,132	)		892,589
Cash at beginning of year		895,730			3,141
Cash at end of year		240,598			895,730
Supplemental disclosure of cash flow information
Interest paid		294,509			-
Interest capitalized		316,197			-
Supplemental disclosure of non-cash transactions
Accrued but unpaid interest capitalized in construction-in-progress		21,688			-

~~Notes to~~The ~~Condensed~~accompanying ~~Consolidated~~notes ~~Financial~~are ~~Statements~~an integral part of these consolidated financial statements.

~~1. ORGANIZATION~~F-5

~~(a) Nature of~~Hongchang ~~operations~~International Co., Ltd

~~Hongchang International~~Notes ~~Co.,~~to ~~Ltd~~Condensed ~~(the~~Consolidated ~~“Company”)~~Financial was incorporated in the state of Nevada on May 18, 1987. The Company is a holding company. The immediate and ultimate holding company of the Company is Zengqiang Investment Limited, a business company incorporated in the BVI which owns 70.0% of its common stocks, and Hong Jin Investment Limited, a business company incorporated in the BVI which owns 30.0% of its common stocks.Statements

On September 4, 2023, Heyu Biological Technology Corporation (“HYBT”), the Company’s predecessor, completed the merger and other related transactions (the “Merger Transactions”) with Hongchang Global Investment Holdings Limited (“Hongchang BVI”), as a result of which Hongchang BVI became a wholly-owned subsidiary of HYBT and HYBT assumed and began conducting the principal business of Hongchang BVI1. ~~The name of the Company was changed from “Heyu Biological Technology Corporation” to “Hongchang International Co., Ltd.” (HCIL).~~ORGANIZATION

~~The “Group” means~~ (ia) ~~prior to the completion of the Reorganization, Hongchang BVI and its subsidiaries that engage in businesses~~ Nature of ~~food trade and biotechnology in China (ii) upon and after completion of the Merger Transactions, the Company and its subsidiaries that engage in businesses of food trade and biotechnology in China.~~operations

Hongchang International Co., Ltd (bthe “Company”) ~~History~~ was incorporated in the state of Nevada on May 18, 1987. The Company is a holding company. The immediate and ~~reorganization~~ultimate holding company of the ~~Group~~Company is Zengqiang Investment Limited, a business company incorporated in the BVI which owns 70.0% of its common stocks, and Hong Jin Investment Limited, a business company incorporated in the BVI which owns 30.0% of its common stocks.

~~In preparation~~On ofSeptember ~~the~~4, ~~Merger Transactions~~2023, ~~the~~Heyu Biological ~~following~~Technology ~~transactions~~Corporation ~~were undertaken to reorganize the legal structure of Operating Entity~~ (“~~Reorganization~~HYBT”)., Onthe ~~January~~Company’s 13predecessor, ~~2023,~~completed ~~Mr.~~the ~~Zengqiang~~merger ~~Lin~~ and ~~Ms.~~other ~~Zhenzhu~~related ~~Lin, the existing stockholders of Fuqing Hongchang~~transactions ~~Food Co., Ltd~~ (~~“Hongchang~~the ~~Food”) established two wholly-owned subsidiaries (~~“~~BVI-1”~~Merger ~~and “BVI-2~~Transactions”) ~~in British~~with ~~Virgin~~Hongchang ~~Island, respectively. On January 18, 2023, Hong Chang~~ Global Investment Holdings Limited (“Hongchang BVI”) ~~was~~, ~~then~~as ~~incorporated~~a byresult ~~BVI-1 and BVI-2 which held 70% and 30% equity interest~~ of ~~Hongchang BVI, respectively. On February~~ 6,which ~~2023,~~ Hongchang BVI ~~incorporated~~became a wholly-owned subsidiary~~, Hong~~ Chang Biotechnologies (HK) Limited (“Hongchang HK”). On February 28, 2023, Hongchang HK incorporated a wholly-owned subsidiary, Fujian Hongjin Biotechnology Co., Ltd. (“WFOE”) in the People’s Republic of ~~China~~HYBT ~~(“PRC”).~~and ~~WFOE~~HYBT ~~then~~assumed ~~purchased~~and ~~the~~began ~~total~~conducting ~~equity interest of Hongchang Food. After~~ the ~~Reorganization, Mr.~~ ~~Zengqiang~~principal ~~Lin~~business ~~and Ms. Zhenzhu Lin hold 70% and 30% equity interest~~ of Hongchang ~~Food through WFOE,~~ ~~respectively~~BVI. AsThe ~~all~~name ~~the entities involved in the process~~ of the ~~Reorganization~~Company ~~are~~was ~~under~~changed ~~common~~from ~~ownership~~“Heyu ofBiological ~~Hongchang~~Technology ~~Food’s~~Corporation” ~~stockholders before and after the Reorganization, the Reorganization is accounted for in a manner similar~~ to a“Hongchang ~~pooling~~International ~~of interests with the assets and liabilities of the parties to the Reorganization carried over at their historical amounts~~Co. ~~Therefore~~, ~~the accompanying consolidated~~ ~~financial~~Ltd.” ~~statements were prepared as if the corporate structure of the Group had been in existence since the beginning of the periods presented~~(HCIL).

The “Group” means (ci) prior to the completion of the Reorganization, Hongchang BVI and its subsidiaries that engage in businesses of food trade and biotechnology ~~Reverse~~in ~~merger~~China (ii) upon and after completion of the Merger Transactions, the Company and its subsidiaries that engage in businesses of food trade and biotechnology in China.

~~On August 21, 2023, HYBT entered into a Share Exchange Agreement~~ (~~the “Share Exchange Agreement”~~b) ~~with Hongchang BVI and Hongchang~~ History ~~BVI’s stockholders, Zengqiang Investment Limited, a business company incorporated in the BVI,~~ and ~~Hong~~reorganization ~~Jin Investment Limited, a business company incorporated in the BVI (the “Selling Stockholders” and each a “Selling Stockholder”), in relation to the acquisition~~ of ~~Hongchang BVI by HYBT (~~the “Hongchang Acquisition”). Zengqiang Investment Limited is wholly-owned by Mr. Zengqiang Lin and Hong Jin Investment Limited is wholly-owned by Ms. Zhenzhu Lin. Mr. Zengqiang Lin has been a director of HYBT since February 17, 2023, and Ms. Zhenzhu Lin is the sister of Mr. Zengqiang Lin. In accordance with the terms of the Share Exchange Agreement, the Selling Stockholders sold and transferred 100 shares of Hongchang BVI, constituting all of the issued and outstanding share capital of Hongchang BVI, to HYBT in exchange for an aggregate of 415,582,375 new shares of HYBT’s common stock (the “Consideration Shares”), of which 353,322,843 shares were issued to Zengqiang Investment Limited and 62,259,532 shares were issued to Hong Jin Investment Limited.Group

FIn preparation of the Merger Transactions, the following transactions were undertaken to reorganize the legal structure of Operating Entity (“Reorganization”). On January 13, 2023, Mr. Zengqiang Lin and Ms. Zhenzhu Lin, the existing stockholders of Fuqing Hongchang Food Co., Ltd (“Hongchang Food”) established two wholly-owned subsidiaries (“BVI-1” and “BVI-2”) in British Virgin Island, respectively. On January 18, 2023, Hong Chang Global Investment Holdings Limited (“Hongchang BVI”) was then incorporated by BVI-1 and BVI-2 which held 70% and 30% equity interest of Hongchang BVI, respectively. On February 6, 2023, Hongchang BVI incorporated a wholly-owned subsidiary, Hong Chang Biotechnologies (HK) Limited (“Hongchang HK”). On February 28, 2023, Hongchang HK incorporated a wholly-owned subsidiary, Fujian Hongjin Biotechnology Co., Ltd. (“WFOE”) in the People’s Republic of China (“PRC”). WFOE then purchased the total equity interest of Hongchang Food. After the Reorganization, Mr. Zengqiang Lin and Ms. Zhenzhu Lin hold 70% and 30% equity interest of Hongchang Food through WFOE, respectively. As all the entities involved in the process of the Reorganization are under common ownership of Hongchang Food’s stockholders before and after the Reorganization, the Reorganization is accounted for in a manner similar to a pooling of interests with the assets and liabilities of the parties to the Reorganization carried over at their historical amounts. Therefore, the accompanying consolidated financial statements were prepared as if the corporate structure of the Group had been in existence since the beginning of the periods presented.

~~1. ORGANIZATION~~ (~~cont.~~c) Reverse merger

On August 21, 2023, HYBT entered into a Share Exchange Agreement (cthe “Share Exchange Agreement”) with Hongchang BVI and Hongchang BVI’s stockholders, ~~Reverse~~Zengqiang ~~merger~~Investment Limited, a business company incorporated in the BVI, and Hong Jin Investment Limited, a business company incorporated in the BVI (~~cont~~the “Selling Stockholders” and each a “Selling Stockholder”), in relation to the acquisition of Hongchang BVI by HYBT (the “Hongchang Acquisition”). Zengqiang Investment Limited is wholly-owned by Mr. Zengqiang Lin and Hong Jin Investment Limited is wholly-owned by Ms. Zhenzhu Lin. Mr. Zengqiang Lin has been a director of HYBT since February 17, 2023, and Ms. Zhenzhu Lin is the sister of Mr. Zengqiang Lin. In accordance with the terms of the Share Exchange Agreement, the Selling Stockholders sold and transferred 100 shares of Hongchang BVI, constituting all of the issued and outstanding share capital of Hongchang BVI, to HYBT in exchange for an aggregate of 415,582,375 new shares of HYBT’s common stock (the “Consideration Shares”), of which 353,322,843 shares were issued to Zengqiang Investment Limited and 62,259,532 shares were issued to Hong Jin Investment Limited.

Immediately following the closing of the Hongchang Acquisition, HYBT had a total of 518,831,367 issued and outstanding shares of common stock. The 415,582,375 Consideration Shares constitute 80.1% of its enlarged share capital following the closing of the Hongchang Acquisition. The exchange consideration for the Hongchang Acquisition was determined on an arms’ length basis based on our valuation of Hongchang BVI and its subsidiaries and its assets.F-6

~~As HYBT,~~1. ~~the~~ORGANIZATION legal acquirer and accounting acquiree, does not meet the definition of a business, management concluded that the Merger should be accounted for as a continuation of the financial statements of Hongchang BVI (~~the legal subsidiary), together with a deemed issue of shares and a re-capitalization of the equity of Hongchang BVI~~cont. Hongchang BVI is the continuing entity and is deemed to have issued shares in exchange for the identifiable net assets held by HYBT together with the listing status of HYBT. Management concluded that September 4, 2023 is the acquisition date of the Merger.)

~~Upon the reverse merge, the Company has set up a few new subsidiaries：Fujian Hongchang Global Food Co., Ltd~~ (~~“Hongchang Global Food”~~c)~~, Fujian~~ ~~Hongchang~~Reverse ~~Global~~merger ~~Import & Export Co., Ltd~~ (~~“Hongchang Import & Export”), and Fujian Hongchang Global Supply Chain Co~~cont.~~, Ltd (“Hongchang Supply Chain”~~)~~, in order for the company to develop different businesses. As date of this report, these subsidiaries have not generated significant revenue.~~

~~Based~~Immediately following the onclosing ~~above~~of ~~transactions~~the Hongchang Acquisition, ~~the~~HYBT ~~accompanying~~had ~~consolidated~~a ~~financial~~total ~~statements~~of 518,831,367 issued ~~reflect~~and ~~the~~outstanding ~~activities~~shares of ~~each~~common stock. The 415,582,375 Consideration Shares constitute 80.1% of ~~the~~its enlarged share capital following ~~entities:~~the closing of the Hongchang Acquisition. The exchange consideration for the Hongchang Acquisition was determined on an arms’ length basis based on our valuation of Hongchang BVI and its subsidiaries and its assets.

Entity	Place of incorporation	Percentage of direct or indirect ownership by the Company	Principal activities
Subsidiaries:
Hong Chang Global Investment Holdings Limited (Hongchang BVI)	British Virgin Island	100%	Investment holding
Hong Chang Biotechnologies (HK) Limited (Hongchang HK)	Hong Kong	100%	Investment holding
Fujian Hongjin Biotechnology Co., Ltd.(WFOE)	PRC	100%	Provision of technical and consultation services
Fuqing Hongchang Food Co., Ltd(Hongchang Food)	PRC	100%	Provision of food trade and biotechnology
Fujian Hongchang Global Food Co., Ltd (“Hongchang Global Food”)	PRC	100%	Provision of food trade and biotechnology
Fujian Hongchang Global Import & Export Co., Ltd(“Hongchang Import&Export”)	PRC	100%	Provision of food trade and biotechnology
Fujian Hongchang Global Supply Chain Co., Ltd(“Hongchang Supply Chain”)	PRC	100%	Provision of food trade and biotechnology

As HYBT, the legal acquirer and accounting acquiree, does not meet the definition of a business, management concluded that the Merger should be accounted for as a continuation of the financial statements of Hongchang BVI (the legal subsidiary), together with a deemed issue of shares and a re-capitalization of the equity of Hongchang BVI. Hongchang BVI is the continuing entity and is deemed to have issued shares in exchange for the identifiable net assets held by HYBT together with the listing status of HYBT. Management concluded that September 4, 2023 is the acquisition date of the Merger.

~~F-7~~Upon the reverse merge, the Company has set up a few new subsidiaries：Fujian Hongchang Global Food Co., Ltd (“Hongchang Global Food”), Fujian Hongchang Global Import & Export Co., Ltd (“Hongchang Import & Export”), and Fujian Hongchang Global Supply Chain Co., Ltd (“Hongchang Supply Chain”), in order for the company to develop different businesses. As date of this report, these subsidiaries have not generated significant revenue.

2 In May 2024, the Company set up a new subsidiary Hongfu Food (Fujian) Co., Ltd (“Hongfu Food”), which is mainly engaged in the initial processing of ~~SUMMARY~~agricultural OFproducts, ~~SIGNIFICANT~~specializing ~~ACCOUNTING~~in ~~POLICIES~~pork segmentation and trade. Hongfu Food purchasing pork as raw materials and processing or dividing them into various finished products according to customer needs, or through secondary segmentation into various specifications of packed finished products.

~~(a) Basis~~Based on above transactions, the accompanying consolidated financial statements reflect the activities of ~~presentation~~each of the following entities:

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information pursuant to the rules and regulations of the U.S. Securities and Exchange Commission.

Entity	Place of incorporation	Percentage of direct or indirect ownership by the Company	Principal activities
Subsidiaries:
Hong Chang Global Investment Holdings Limited (Hongchang BVI)	British Virgin Island	100%	Investment holding
Hong Chang Biotechnologies (HK) Limited (Hongchang HK)	Hong Kong	100%	Investment holding
Fujian Hongjin Biotechnology Co., Ltd. (WFOE)	PRC	100%	Provision of technical and consultation services
Fuqing Hongchang Food Co., Ltd (Hongchang Food)	PRC	100%	Provision of Food Industry Park operation, food trade and meat processing
Fujian Hongchang Global Food Co., Ltd (“Hongchang Global Food”)	PRC	100%	Provision of food trade
Fuqing Hongchang Global Import & Export Co., Ltd (“Hongchang Import&Export”)	PRC	100%	Provision of food trade
Fuqing Hongchang Global Supply Chain Co., Ltd (“Hongchang Supply Chain”)	PRC	100%	Provision of food trade
Hongchang Global (Fuqing City) Agricultural Technology Development Co., Ltd (“Hongchang Agricultural”)	PRC	100%, disposed on September 3, 2024	Provision of food trade and biotechnology
Hongfu Food (Fujian) Co., Ltd (“Hongfu Food”)	PRC	51%	Provision of food trade and meat processing

Through the Reorganization, the Company became the holding company of the companies now comprising the Group. Accordingly, for the purpose of preparation of the consolidated financial statements of the Group, the Company is considered as the holding company of the companies now comprising the Group throughout the reporting period. Through the Reorganization, the Company became the holding company of the contributed businesses now comprising the Group, which were under the common control of the controlling stockholder before and after the Reorganization. Accordingly, the financial statements were prepared on a consolidated basis by applying the principles of the pooling of interest method as if the Reorganization had been completed at the date when contributed business first came under the control of the controlling party. The consolidated statements of loss and other comprehensive income, changes in equity and cash flows of the Group included the results and cash flows of all companies now comprising the Group from the earliest date presented or since the date when the subsidiaries and/or businesses first came under the common control of the controlling stockholder, whenever the period is shorter.F-7

~~(b) Principles of~~2. ~~consolidation~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~The accompanying~~Basis ~~consolidated financial statements~~ of ~~the Company include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.~~presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (c)“U.S. ~~Use~~GAAP”) for information pursuant to the rules and regulations of ~~estimates~~the U.S. Securities and Exchange Commission.

~~The~~Through the Reorganization, the Company became the holding company of the companies now comprising the Group. Accordingly, for the purpose of preparation of the consolidated financial statements inof ~~conformity~~the ~~with~~Group, ~~U.S.~~the ~~GAAP~~Company ~~requires~~is ~~management~~considered toas ~~make~~the ~~estimates~~holding ~~and~~company ~~assumptions~~of the companies now comprising the Group throughout ~~that~~the ~~affect~~reporting period. Through the ~~reported~~Reorganization, ~~amounts~~the Company became the holding company of ~~assets~~the ~~and~~contributed ~~liabilities~~businesses now comprising the Group, ~~related~~which ~~disclosures~~were under the common control of ~~contingent~~the ~~assets~~controlling ~~and~~stockholder ~~liabilities~~before atand after the ~~balance~~Reorganization. ~~sheet date~~Accordingly, ~~and~~the financial statements were prepared on a consolidated basis by applying the ~~reported~~principles ~~revenue~~of ~~and~~the ~~expenses~~pooling ~~during~~of interest method as if the ~~reported~~Reorganization had ~~period~~been incompleted at the ~~consolidated~~date ~~financial~~when ~~statements~~contributed ~~and~~business ~~accompanying~~first ~~notes~~came under the control of the controlling party. The consolidated statements ~~Significant~~of ~~accounting~~operations ~~estimates~~and ~~reflected~~comprehensive income (loss), changes in equity and cash flows of the Group’s ~~consolidated~~included ~~financial~~the ~~statements~~results ~~mainly~~and ~~include,~~cash ~~but~~flows ~~are~~of ~~not limited~~all ~~to,~~companies ~~assessment~~now ~~for~~comprising ~~impairment~~the ofGroup ~~long-lived~~from ~~assets,~~the ~~valuation~~earliest ofdate ~~deferred~~presented ~~tax~~or ~~assets~~since the date when the subsidiaries and/or ~~current~~businesses ~~expected~~first ~~credit~~came under ~~loss~~the common control of ~~receivables~~the controlling stockholder, whenever the period is shorter.

~~Management bases~~Principles ~~the estimates on historical experience and on various other assumptions as discussed elsewhere to the consolidated financial statements that are believed to be reasonable, the results~~ of which form the basis for making judgments about the carrying values of assets and liabilities. On an ongoing basis, management evaluates its estimates based on information that is currently available. Changes in circumstances, facts and experience may cause the Group to revise its estimates. Changes in estimates are recorded in the period in which they become known. Actual results could materially differ from these estimates.consolidation

~~(d)~~The accompanying consolidated ~~Foreign~~financial ~~Currency~~statements of the Company include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

~~For fiscal~~Use ~~year 2023, the Group’s principal country~~ of operations is the PRC. The accompanying consolidated financial statements are presented in US$. The functional currency of the Company is US$, and the functional currency of the Company’s subsidiaries is RMB. The consolidated financial statements are translated into US$ from RMB at year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The resulting translation adjustments are recorded as a component of stockholders’ equity included in other comprehensive income. Gains and losses from foreign currency transactions are included in profit or loss.estimates

FThe preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenue and expenses during the reported period in the consolidated financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s consolidated financial statements mainly include, but are not limited to, assessment for impairment of long-8lived assets, valuation of deferred tax assets and current expected credit loss of receivables.

2Management bases the estimates on historical experience and on various other assumptions as discussed elsewhere to the consolidated financial statements that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. On an ~~SUMMARY~~ongoing OFbasis, ~~SIGNIFICANT~~management ~~ACCOUNTING~~evaluates ~~POLICIES (cont~~its estimates based on information that is currently available.) Changes in circumstances, facts and experience may cause the Group to revise its estimates. Changes in estimates are recorded in the period in which they become known. Actual results could materially differ from these estimates.

~~(d)~~ Foreign Currency ~~(cont.)~~

	As of December 31,
	2023		2022
RMB: US$ exchange rate		7.0798		6.8983

For fiscal year 2024, the Group’s principal country of operations is the PRC. The accompanying consolidated financial statements are presented in US$. The functional currency of the Company is US$, and the functional currency of the Company’s subsidiaries is RMB. The consolidated financial statements are translated into US$ from RMB at year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The resulting translation adjustments are recorded as a component of stockholders’ equity included in other comprehensive (loss) income. Gains and losses from foreign currency transactions are included in profit or loss.

	For the years ended December 31,
	As of December 31,
	2023		2022
	2024		2023
RMB: US$ exchange rate		7.~~0748~~2993		67.~~7279~~0798

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.

	For the years ended December 31,
	2024		2023
RMB: US$ exchange rate		7.1957		7.0748

~~(e) Cash~~The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.

Cash consists of cash on hand and cash in bank, which are highly liquid and have original maturities of three months or less and are unrestricted as to withdrawal or use. The Group maintains cash with various financial institutions primarily in mainland China. Deposit insurance system in China only insured each depositor at one bank for a maximum of approximately $72,000 (RMB 500,000). The Group has not experienced any losses in bank accounts.F-8

~~(f) Accounts receivable~~2. ~~and~~SUMMARY ~~allowance~~OF ~~for~~SIGNIFICANT ~~credit~~ACCOUNTING ~~losses~~POLICIES (cont.)

Accounts receivable are stated at the historical carrying amount net of allowance for expected credit losses. The Group adopted ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments” on January 1, 2023 using a modified retrospective approach. The Group also adopted this guidance to advance to suppliers, other receivables and long-term prepayments. To estimate expected credit losses, The Group has identified the relevant risk characteristics of its customers and the related receivables. The Group considers the past collection experience, current economic conditions, future economic conditions (external data and macroeconomic factors) and changes in The Group’s customer collection trends. The allowance for credit losses and corresponding receivables were written off when they are determined to be uncollectible.Cash

Cash consists of cash on hand and cash in bank, which are highly liquid and have original maturities of three months or less and are unrestricted as to withdrawal or use. The Group maintains cash with various financial institutions primarily in mainland China. Deposit insurance system in China only insured each depositor at one bank for a maximum of approximately US$68,500 (gRMB 500,000) ~~Inventories~~. The amount in excess of the insurance as of December 31, 2024, was approximately US$147,900, the Group has not experienced any losses in bank accounts.

~~Inventories are~~Accounts ~~stated at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the normal course of~~receivable ~~business less any costs to complete~~ and ~~sell~~allowance ~~products. Cost of inventory are determined using the weighted average cost method. The Group records inventory reserves~~ for ~~obsolete~~credit ~~and slow-moving inventory. Inventory reserves are based on inventory obsolescence trends, historical experience and application of the specific identification method.~~losses

Accounts receivable are stated at the historical carrying amount net of allowance for expected credit losses. The Group adopted ASU No. 2016-13, “Financial Instruments — Credit Losses (hTopic 326), Measurement of Credit Losses on Financial Instruments” on January 1, 2023 using a modified retrospective ~~Property~~approach. The Group also adopted this guidance to advance to suppliers, other receivables and ~~equipment~~long-term prepayments. To estimate expected credit losses, ~~net~~The Group has identified the relevant risk characteristics of its customers and the related receivables. The Group considers the past collection experience, current economic conditions, future economic conditions (external data and macroeconomic factors) and changes in The Group’s customer collection trends. The allowance for credit losses and corresponding receivables were written off when they are determined to be uncollectible.

Property and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Property and equipment are depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over their estimated useful lives on a straight-line basis.Inventories

Category		Estimated useful life
Equipment		3 years

Inventories are stated at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. Cost of inventory are determined using the weighted average cost method. The Group records inventory reserves for obsolete and slow-moving inventory. Inventory reserves are based on inventory obsolescence trends, historical experience and application of the specific identification method.

~~F-9~~Lease

2At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the ~~SUMMARY~~use OFof ~~SIGNIFICANT~~an ~~ACCOUNTING~~identified ~~POLICIES (cont~~asset for a period of time in exchange of a consideration.) To assess whether a contract is or contains a lease, the Group assess whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all the economic benefits from the use of the asset and whether it has the right to control the use of the asset.

~~(i) Construction~~The right-inof-~~progress~~use assets and related lease liabilities are recognized at the lease commencement date. The Group recognizes operating lease expenses on a straight-line basis over the lease term.

~~Property and equipment that are purchased or constructed which require a period of time before the assets are ready for their intended use are accounted for as construction~~Short-~~in-progress.~~term Construction-in-progress is recorded at acquisition cost, including installation costs. Construction-in-progress is transferred to specific property and equipment accounts and commences depreciation when these assets are ready for their intended use.leases

~~(j) Intangible~~The Group has elected to not recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. Lease payments associated with these leases are expensed as incurred.

~~Intangible assets~~Sales ~~are carried at cost less accumulated amortization~~ and ~~impairment, if any. Intangible assets are amortized using the straight-line~~leaseback ~~method over the estimated useful lives. The estimated useful lives of amortized intangible assets are reassessed if circumstances occur that indicate the original estimated useful lives have changed.~~contracts

Category		Estimated useful life
Purchased software		10 years

The Group enters sale and leaseback transactions. The Group acts as the seller-lessee, transfers its assets to a third-party entity (the buyer-lessor) and then leases the transferred assets back from the buyer-lessor at a contract designated rental price. The Group evaluates if sales of the underlying assets in the sale and leaseback contract has occurred in accordance with ASC 606. When a sale and leaseback transaction does not qualify for sale accounting, the transaction is accounted for as a financing transaction by the seller-lessee and a lending transaction by the buyer-lessor. The seller-lessee shall not derecognize the transferred asset and shall account for any amounts received as a financial liability.

~~(k) Land use~~Property ~~right,~~and equipment, net

~~The land~~Property ~~use~~and ~~rights~~equipment ~~represent~~are stated ~~the~~at ~~operating~~cost ~~lease~~less ~~prepayments~~accumulated ~~for~~depreciation ~~the~~and ~~rights~~impairment toloss, ~~use~~if ~~the~~any. ~~land~~Property inand ~~the~~equipment ~~PRC.~~are ~~Amortization~~depreciated ofat ~~the~~rates ~~prepayments~~sufficient to iswrite ~~provided~~off ontheir acosts ~~straight-line~~less ~~basis~~impairment ~~over~~and ~~the~~residual ~~terms~~value, ofif ~~the~~any, ~~respective~~over ~~land~~their ~~use~~estimated ~~rights~~useful ~~certificates~~lives on a straight-line basis.

(l) Impairment of long-lived assets other than goodwill

Category		Estimated useful life
Equipment		3 years

~~Long~~F-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than The Group had originally estimated. When these events occur, The Group evaluates the impairment by comparing carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, The Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. Impairment charge recognized for the years ended December 31, 2023 and 2022 was $nil and $nil, respectively.9

~~(m) Fair value~~2. ofSUMMARY ~~financial~~OF ~~instruments~~SIGNIFICANT ACCOUNTING POLICIES (cont.)

~~Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability~~ Construction-in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, The Group considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.-progress

~~Accounting guidance~~Property ~~establishes~~and aequipment ~~fair~~that are ~~value~~purchased ~~hierarchy~~or ~~that~~constructed ~~requires~~which anrequire ~~entity~~a toperiod ~~maximize~~of ~~the~~time ~~use~~before ofthe ~~observable~~assets ~~inputs~~are ~~and~~ready ~~minimize~~for ~~the~~their intended use ~~of unobservable~~are ~~inputs~~accounted ~~when~~for ~~measuring~~as ~~fair value~~construction-in-progress. Construction-in-progress Ais ~~financial~~recorded ~~instrument’s~~at ~~categorization~~acquisition ~~within~~cost, ~~the~~including ~~fair~~installation ~~value~~costs. ~~hierarchy~~Construction-in-progress is ~~based~~transferred to specific ~~upon~~property ~~the~~and ~~lowest~~equipment ~~level~~accounts ofand ~~input~~commences ~~that~~depreciation iswhen ~~significant~~these toassets ~~the~~are ~~fair~~ready ~~value~~for ~~measurement~~their intended use.

~~ASC 820~~Capitalized ~~establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:~~Interest

~~Level~~Interest incurred during and 1directly —related ~~Observable~~to ~~inputs~~construction-in-progress ~~that~~is ~~reflect~~capitalized ~~quoted~~to ~~prices~~the ~~(unadjusted)~~related ~~for~~property ~~identical~~under construction during the active construction period, which generally commences when borrowings are used to acquire assets of construction-in-progress and ends when the properties are substantially complete or ~~liabilities~~the property becomes inactive. Interest is capitalized based on the interest rate applicable to specific borrowings or the weighted average of the rates applicable to other borrowings during the period. All other interest is expensed as incurred. For the years ended December 31, 2024 and 2023, the total interest capitalized in ~~active~~the ~~markets~~construction-in-progress was US$316,197 and US$nil, respectively.

~~Level 2~~Intangible ~~— Other inputs that are directly or indirectly observable in the marketplace.~~assets

~~Level~~Intangible assets are carried 3at —cost ~~Unobservable~~less ~~inputs~~accumulated ~~which~~amortization and impairment, if any. Intangible assets are ~~supported~~amortized byusing ~~little~~the orstraight-line nomethod ~~market~~over ~~activity~~the estimated useful lives. The estimated useful lives of amortized intangible assets are reassessed if circumstances occur that indicate the original estimated useful lives have changed.

Financial assets and liabilities of The Group primarily consist of cash, accounts receivable, amounts due from related party, advance to suppliers-related party, other receivables, accounts payables, accounts payables - construction in progress and accrued expenses and other liabilities. As of December 31, 2023 and 2022, the carrying values of these financial assets and liabilities approximate their fair values due to the short-term nature.

Category		Estimated useful life
Purchased software		10 years

~~F-10~~Land use right, net

2The land use rights represent the operating lease prepayments for the rights to use the land in the PRC. Amortization of the prepayments is provided on a straight-line ~~SUMMARY~~basis OFover ~~SIGNIFICANT~~the ~~ACCOUNTING~~terms ~~POLICIES (cont~~of the respective land use rights certificates.)

~~(n) Revenue~~Impairment of long-lived ~~recognition~~assets other than goodwill

~~The~~Long-lived assets are evaluated ~~Group~~for ~~adopted~~impairment ~~Accounting~~whenever ~~Standards~~events ~~Codification~~or changes in circumstances (~~“ASC”~~such as a significant adverse change to market conditions that will impact the future use of the assets) ~~606~~indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than The Group had originally estimated. When these events occur, ~~Revenue~~The Group evaluates the impairment by comparing carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from ~~Contracts~~the ~~with~~use ~~Customer.~~of Tothe ~~determine~~assets ~~revenue~~and ~~recognition~~their eventual disposition. If ~~for~~the ~~contracts~~sum ~~with~~of ~~customers~~the expected future undiscounted cash flows is less than the carrying value of the assets, The Group ~~performs~~recognizes an impairment loss based on the ~~following~~excess ~~five~~of ~~steps:~~the carrying value of the assets over the fair value of the assets. Impairment charge recognized for the years ended December 31, 2024 and 2023 was $2,837 and $nil, respectively.

~~Step~~Fair 1:value ~~Identify~~of ~~the contract with the customer~~financial instruments

~~Step~~Fair 2:value ~~Identify~~is defined as the price ~~performance~~that ~~obligations~~would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the ~~contract~~measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, The Group considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.

~~Step~~Accounting 3:guidance ~~Determine~~establishes a fair value hierarchy that requires an entity to maximize the ~~transaction~~use ~~price~~of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

~~Step~~ASC 4:820 ~~Allocate~~establishes ~~the~~a ~~transaction~~three-tier fair ~~price~~value tohierarchy, which prioritizes the ~~performance~~inputs ~~obligations~~used in ~~the~~measuring ~~contract~~fair value as follows:

~~Step~~Level 5:1 ~~Recognize~~— ~~revenue~~Observable inputs ~~when~~that ~~The~~reflect ~~Group~~quoted ~~satisfies~~prices a(unadjusted) ~~performance~~for ~~obligation~~identical assets or liabilities in active markets.

~~The~~Level 2 — Other inputs ~~Group~~that ~~generates~~are ~~revenue~~directly ~~from~~or ~~food~~indirectly ~~trading~~observable ~~business.~~in the marketplace.

~~The Group~~Level ~~enters~~3 ~~into~~— ~~contract with their customers to provide food, mainly frozen pork. All of The Group’s contracts have single performance~~Unobservable ~~obligation~~inputs aswhich ~~the~~are ~~promise~~supported isby tolittle ~~transfer~~or ~~the goods to customers, and there are~~ no ~~other~~market ~~separately identifiable promises in the contracts~~activity. The Group recognizes revenue when it transfers its goods to customers in an amount that reflects the consideration to which The Group expects to be entitled in such exchange. The Group accounts for the revenue generated from sales of its products to its customers on a gross basis, because The Group is acting as a principal in these transactions, is subject to inventory risk, has latitude in establishing prices, and is responsible for fulfilling the promise to provide customers the specified goods. The Group’s revenue is recognized at a point in time when the control has been transferred, usually when the customer accepts the goods.

~~(o) Cost~~Financial assets and liabilities of ~~revenue~~The Group primarily consist of cash, accounts receivable, amounts due from related party, advance to suppliers-related party, other receivables, accounts payables, accounts payables - construction in progress and accrued expenses and other liabilities. As of December 31, 2024 and 2023, the carrying values of these financial assets and liabilities approximate their fair values due to the short-term nature.

~~Costs of revenues consist primarily of purchase price of products, shipping and handling expense and related costs, which are directly attributable to products. Write~~F-down of inventories is also recorded in cost of sales, if any. Shipping and handling costs incurred to transport goods to customers are expensed in the periods incurred and are included in cost of revenues. The Group accounts for shipping and handling expenses as fulfillment costs because shipping and handling activities occur before the customers obtains control of the goods. Shipping and handling expenses amounted to $5,900 and $nil for the years ended December 31, 2023 and 2022, respectively.10

~~(p) Sales~~2. ~~and~~SUMMARY ~~marketing~~OF ~~expenses~~SIGNIFICANT ACCOUNTING POLICIES (cont.)

~~Sales and~~Revenue marketing expenses consist primarily of travelling expenses, marketing conference expenses, advertising expenses and salaries and other compensation-related expenses to sales and marketing personnel. The Group expenses all advertising costs as incurred. Advertising costs amounted to $nil and $nil for the years ended December 31, 2023 and 2022, respectively.recognition

The Group adopted Accounting Standards Codification (q“ASC”) ~~General~~ 606, Revenue from Contracts with Customer. To determine revenue recognition for contracts with ~~and~~customers, ~~administrative~~The ~~expenses~~Group performs the following five steps:

~~General and~~Step ~~administrative~~1: ~~expenses~~Identify ~~consist~~the ~~primarily~~contract ofwith ~~salaries~~the ~~and benefits for employees involved in general corporate functions, amortization of land use right, legal and other professional services fees, rental and other general corporate related expenses.~~customer

~~(r) Government Subsidies~~Step 2: Identify the performance obligations in the contract

~~Government subsidies~~Step ~~are~~3: ~~recognized~~Determine ~~when there is reasonable assurance that~~ the ~~subsidy~~transaction will be received and all attaching conditions will be complied with. When the subsidy relates to an expense item, it is recognized as income over the periods necessary to match the subsidy on a systematic basis to the costs that it is intended to compensate. Where the subsidy relates to an asset, it is recognized as deferred subsidies and is released to the statement of operations over the expected useful life in a consistent manner with the depreciation method for the relevant asset. Total government subsidies recorded in the deferred subsidies were $1,989,463 and $nil as of December 31, 2023 and 2022, respectively.price

~~F-11~~Step 4: Allocate the transaction price to the performance obligations in the contract

~~2. SUMMARY~~Step OF5: ~~SIGNIFICANT~~Recognize ~~ACCOUNTING~~revenue ~~POLICIES (cont.)~~when The Group satisfies a performance obligation

~~(s) Value-added~~The Group generates revenue ~~taxes~~from food trading business.

~~Sales revenue~~The ~~represents~~Group ~~the~~enters ~~invoiced~~into ~~value~~contract with oftheir ~~goods~~customers to provide food, ~~net~~mainly offrozen ~~VAT~~pork. ~~The~~All ~~applicable~~of ~~VAT~~The ~~rate~~Group’s ~~was~~contracts ~~13%~~have orsingle 9%performance ~~(depending~~obligation onas the promise ~~type~~is ofto transfer the goods ~~involved) for~~to ~~products~~customers, ~~sold~~and there are no other separately identifiable promises in the ~~PRC~~contracts. ~~Entities~~The ~~that~~Group ~~are~~recognizes revenue ~~VAT~~when ~~general~~it ~~taxpayers~~transfers ~~are~~its ~~allowed~~goods to ~~offset~~customers ~~qualified~~in ~~input~~an ~~VAT~~amount ~~paid~~that reflects the consideration to ~~suppliers~~which ~~against their~~The ~~output~~Group ~~VAT~~expects ~~liabilities.~~to ~~Net~~be ~~VAT~~entitled in ~~balance~~such ~~between~~exchange. ~~input~~The ~~VAT~~Group ~~and~~accounts ~~output~~for ~~VAT~~the isrevenue ~~recorded~~generated asfrom ~~VAT~~sales ~~payable~~of ifits ~~output~~products ~~VAT~~to isits ~~larger~~customers ~~than input~~on ~~VAT~~a ~~and~~gross basis, because The Group is ~~recorded~~acting as ~~VAT~~a ~~recoverable~~principal ifin ~~input~~these ~~VAT~~transactions, is ~~larger~~subject ~~than~~to ~~output~~inventory ~~VAT.~~risk, ~~All~~has oflatitude in establishing prices, and is responsible for fulfilling the ~~VAT~~promise ~~returns~~to ~~filed~~provide bycustomers the specified goods. The Group’s ~~subsidiaries~~ revenue is recognized at a point in ~~China,~~time ~~have~~when the control has been ~~and~~transferred, ~~remain~~usually ~~subject~~when tothe ~~examination~~customer byaccepts the ~~tax authorities~~goods.

~~(t) Income taxes~~Cost of revenue

~~Current income~~Costs ~~taxes~~of ~~are~~revenues ~~recorded~~consist primarily inof ~~accordance~~purchase ~~with~~price ~~the regulations~~ of ~~the~~products, ~~relevant~~shipping ~~tax~~and ~~jurisdiction.~~handling ~~The~~expense ~~Group accounts for income taxes under the asset~~ and ~~liability~~related ~~method in accordance with ASC 740~~costs, ~~Income~~ ~~Tax,~~which ~~(“ASC 740”). Under this method, deferred tax assets and liabilities~~ are ~~recognized~~directly ~~for the tax consequences~~ attributable to ~~differences~~products. Write-down ~~between carrying amounts~~ of ~~existing assets~~inventories ~~and~~is ~~liabilities~~also recorded in ~~the~~cost ~~financial~~of ~~statements and their respective tax basis~~sales, ~~and~~if ~~operating loss carry-forwards~~any. ~~Deferred~~Shipping ~~tax assets~~ and ~~liabilities~~handling ~~are~~costs ~~measured~~incurred ~~using~~to ~~enacted~~transport ~~tax~~goods ~~rates expected~~ to ~~apply~~customers are toexpensed ~~taxable income~~ in the ~~years~~ inperiods ~~which~~incurred ~~those~~and ~~temporary differences~~ are ~~expected~~included toin becost ~~recovered~~of ~~or settled~~revenues. The ~~effect~~Group onaccounts ~~deferred~~for ~~taxes~~shipping ofand ahandling ~~change~~expenses inas ~~tax~~fulfilment costs ~~rates~~because isshipping ~~recognized~~and inhandling ~~the~~activities ~~consolidated~~occur ~~statements of~~before ~~comprehensive~~the ~~loss~~customers inobtains ~~the~~control ~~period~~ of ~~change~~the goods. ~~Valuation~~Shipping ~~allowances~~and ~~are~~handling ~~established~~expenses amounted ~~when necessary~~ to ~~reduce~~US$11,521 ~~the~~and ~~amount~~US$nil offor ~~deferred tax assets if it is considered more likely than not that amount of~~ the ~~deferred~~years ~~tax~~ended ~~assets~~December ~~will~~31, ~~not~~2024 beand ~~realized~~2023, respectively.

~~The Group~~Sales records liabilities related to uncertain tax positions when, despite The Group’s belief that The Group’s tax return positions are supportable, The Group believes that it is more likely than not that those positions may not be fully sustained upon review by tax authorities. Accrued interest and ~~penalties related to unrecognized tax benefits are classified as income tax expense. The Group~~marketing ~~did not recognize uncertain tax positions as of December 31, 2023 and 2022.~~expenses

~~(u) Related~~Sales and marketing expenses ~~party~~consist ~~transactions~~primarily of advertising expenses, gift expenses and sample fees. The Group expenses all advertising costs as incurred. Advertising costs amounted to US$1,353 and US$nil for the years ended December 31, 2024 and 2023, respectively.

~~Parties are~~General ~~considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial~~ and ~~operational decisions. Parties are also considered to be related if they are subject~~administrative to common control or common significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.expenses

~~Transactions involving~~General ~~related~~and ~~parties~~administrative expenses ~~cannot~~consist beprimarily ~~presumed to be carried out on an arm’s-length basis, as the requisite conditions~~ of ~~competitive, free-market~~salaries ~~dealings~~and ~~may~~benefits ~~not~~for ~~exist.~~employees ~~Representations~~involved ~~about~~in ~~transactions~~general ~~with~~corporate ~~related parties~~functions, ifamortization ~~made,~~of ~~shall~~land ~~not~~use ~~imply that the related~~right, ~~party~~legal ~~transactions~~and ~~were~~other ~~consummated~~professional onservices ~~terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not~~fees, ~~however,~~rental ~~practical~~and toother ~~determine~~general ~~the~~corporate ~~fair value of amounts due from/to~~ related ~~parties due to their related party nature~~expenses.

~~(v) Earnings~~Government ~~per share~~Subsidies

~~The~~Government ~~Group~~subsidies ~~calculates~~are ~~earnings~~recognized ~~per~~when ~~share~~there ~~in accordance with ASC Topic 260 “Earnings per Share.” Basic earnings per share~~ is ~~computed~~reasonable byassurance ~~dividing~~that the ~~net income~~subsidy bywill ~~the~~be ~~weighted~~received ~~average~~and ~~number~~all ofattaching ~~common~~conditions ~~stocks~~will ~~outstanding~~be ~~during~~complied ~~the period~~with. ~~Diluted~~When ~~earnings~~the ~~per~~subsidy relates ~~share~~to isan ~~computed~~expense ~~similar~~item, ~~to basic~~it ~~earnings~~is ~~per~~recognized ~~share~~as ~~except~~income ~~that~~over the ~~denominator~~periods isnecessary ~~increased~~ to ~~include~~match the ~~number~~subsidy ofon ~~additional~~a ~~common~~systematic ~~stocks~~basis ~~that~~to ~~would~~the ~~have been~~costs ~~outstanding~~that ifit ~~the~~is ~~potential~~intended ~~common~~to ~~stocks equivalents had been issued and if the additional common stocks were dilutive~~compensate. OnWhere ~~September 4, 2023, The Group completed its reorganization whereby Hongchang BVI’s stockholders received 415,582,375 shares in exchange for all~~ the ~~share~~subsidy ~~capital~~relates ofto ~~Hongchang~~an ~~BVI~~asset, ~~which~~it is ~~reflected~~recognized ~~retroactively~~as todeferred ~~December~~subsidies ~~31, 2021~~ and ~~will~~is bereleased ~~utilized for calculating earnings per share in all prior periods. The per share amounts have been updated~~ to ~~show~~ the ~~effect~~ statement of ~~the~~operations ~~exchange~~over onthe ~~earnings~~expected ~~per~~useful ~~share~~life asin ifa ~~the~~consistent ~~exchange~~manner ~~occurred~~with at the ~~beginning~~depreciation ofmethod ~~both years~~ for the ~~annual~~relevant ~~financial~~asset. ~~statements of~~Total ~~The~~government ~~Group.~~subsidies ~~The~~recorded ~~impact~~in of the ~~stock~~deferred ~~exchange~~subsidies iswere ~~also~~US$1,929,637 ~~shown~~and onUS$1,989,463 ~~The~~as ~~Group’s~~of ~~Statements~~December of31, ~~Stockholders’~~2024 ~~Equity~~and 2023, respectively.

Before the reorganization, Hongchang Food depended on loans from stockholders for the construction of the Hongchang Food Industrial Park and its daily operations. These were recorded as loans from related parties. In May 2023, Hongchang Food reached an agreement with a stockholder to convert an outstanding loan balance of US$41,241,108 into a capital contribution. The company then recalculated the weighted average number of common stocks outstanding during the period, based on the timing of the cash inflows from the stockholder loans. F-11

~~F-12~~2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

2.Value-added ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)~~taxes

Sales revenue represents the invoiced value of goods, net of VAT. The applicable VAT rate was 13% or 9% (wdepending on the type of goods involved) for products sold ~~Comprehensive~~in ~~income~~the PRC. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded as VAT payable if output VAT is larger than input VAT and is recorded as VAT recoverable if input VAT is larger than output VAT. All of the VAT returns filed by The Group’s subsidiaries in China, have been and remain subject to examination by the tax authorities

~~The Group applies ASC 220, Comprehensive~~ Income (“ASC 220”), with respect to reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income is defined to include all changes in equity of The Group during a period arising from transactions and other event and circumstances except those resulting from investments by stockholders and distributions to stockholders. For the years ended December 31, 2023 and 2022, The Group’s comprehensive income(loss) includes net income(loss) and other comprehensive income(loss).taxes

Current income taxes are recorded in accordance with the regulations of the relevant tax jurisdiction. The Group accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Tax, (x“ASC 740”). Under this method, deferred tax assets and ~~Segment~~liabilities ~~reporting~~are recognized for the tax consequences attributable to differences between carrying amounts of existing assets and liabilities in the financial statements and their respective tax basis, and operating loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in the consolidated statements of operations and comprehensive income (loss) in the period of change. Valuation allowances are established when necessary to reduce the amount of deferred tax assets if it is considered more likely than not that amount of the deferred tax assets will not be realized.

~~ASC 280,~~The ~~Segment~~Group ~~Reporting,~~records ~~(“ASC~~liabilities related ~~280”), establishes standards for companies~~ to ~~report~~uncertain intax ~~their~~positions ~~financial statements information about operating segments~~when, ~~products,~~despite ~~services,~~The ~~geographic~~Group’s ~~areas,~~belief ~~and~~that ~~major~~The ~~customers.~~Group’s ~~Based~~tax onreturn ~~the~~positions ~~criteria~~are ~~established by ASC 280~~supportable, ~~our~~ ~~chief~~The ~~operating~~Group ~~decision~~believes ~~maker~~that ~~(“CODM”)~~it ~~has~~is ~~been~~more ~~identified~~likely asthan ~~our~~not ~~Chief~~that ~~Executive~~those ~~Officer,~~positions ~~who~~may ~~reviews~~not ~~consolidated~~be ~~results when~~fully ~~making~~sustained ~~decisions~~upon ~~about~~review ~~allocating~~by ~~resources~~tax ~~and assessing performance of The Group~~authorities. AsAccrued interest ~~a whole~~ and ~~hence,~~penalties werelated ~~have~~to ~~only~~unrecognized ~~one~~tax ~~reportable segment.~~benefits Weare doclassified ~~not~~as ~~distinguish~~income ~~between~~tax ~~markets or segments for the purpose of internal reporting~~expense. AsThe ~~our~~Group ~~long-lived~~did ~~assets~~not ~~are~~recognize ~~substantially~~uncertain ~~located~~tax inpositions ~~the~~as ~~PRC~~of December 31, no2024 ~~geographical~~and ~~segments are presented~~2023.

~~(y) Uncertainty~~Related ~~and~~party ~~risks~~transactions

~~Political~~Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the ~~social~~other party in making financial and ~~economic~~operational ~~risks~~decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

~~The Group~~Transactions ~~has~~involving ~~substantial~~related parties ~~operations~~cannot inbe ~~China~~presumed ~~through~~to ~~its~~be ~~PRC~~carried ~~subsidiaries.~~out ~~Accordingly,~~on ~~The~~an ~~Group~~arm’s-length ~~business~~basis, ~~financial~~as ~~condition, and~~the ~~results~~requisite conditions of ~~operations~~competitive, free-market dealings may benot ~~influenced~~exist. byRepresentations ~~political,~~about ~~economic,~~transactions ~~and~~with ~~legal~~related ~~environments~~parties, inif ~~the PRC~~made, asshall ~~well~~not asimply bythat the ~~general~~related ~~state of~~party ~~the~~transactions ~~PRC~~were consummated ~~economy.~~on ~~The~~terms ~~Group’s~~equivalent ~~results~~to ~~may~~those bethat ~~adversely~~prevail ~~affected by changes~~ in ~~the~~arm’s-length ~~political,~~transactions ~~regulatory~~unless ~~and~~such ~~social~~representations ~~conditions in~~can ~~the~~be ~~PRC~~substantiated. It ~~Although~~is ~~The Group has~~ not, ~~experienced~~however, ~~losses~~practical ~~from~~to ~~these~~determine ~~situations~~the ~~and~~fair ~~believes~~value ~~that~~of itamounts isdue infrom/to ~~compliance~~related ~~with~~parties ~~existing~~due ~~laws and~~to ~~regulations~~their ~~including~~related ~~its~~party ~~organization and structure disclosed in Note 1, this may not be indicative of future results~~nature.

~~The Group’s~~Earnings ~~business,~~per financial condition and results of operations may also be negatively impacted by risks related to regional wars, geopolitical tensions, natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could potentially and significantly disrupt The Group’s operations.share

~~Liquidity~~The Group calculates earnings per share in accordance with ASC Topic 260 “Earnings per Share.” Basic earnings per share is computed by dividing the net income by the weighted average number of common stocks outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common stocks that would have been outstanding if the potential common stocks equivalents had been issued and if the additional common stocks were dilutive. On September 4, 2023, The Group completed its reorganization whereby Hongchang BVI’s stockholders received 415,582,375 shares in exchange for all the share capital of Hongchang BVI, which is reflected retroactively to December 31, 2021 and will be utilized for calculating earnings per share in all prior periods. The per share amounts have been updated to show the effect of the exchange on earnings per share as if the exchange occurred at the beginning of both years for the annual financial statements of The Group. The impact of the stock exchange is also shown on The Group’s Statements of Stockholders’ Equity.

~~The~~Before ~~Company~~the ~~had an accumulated deficit of $812~~reorganization,~~539 at December 31,~~ ~~2023~~Hongchang ~~and~~Food adepended ~~net~~on ~~loss~~loans offrom ~~$378,794~~stockholders ~~during~~for the ~~year~~construction ~~ended~~of ~~December~~the ~~3l,~~Hongchang ~~2023.~~Food ~~However,~~Industrial inPark ~~May~~and ~~2023,~~its ~~Hongchang~~daily ~~BVI~~operations. These ~~received~~were arecorded ~~cash~~as ~~injection of~~loans ~~US$41,241,108~~ from ~~shareholders~~related ~~via its subsidiary, Hongchang Food~~parties. OnIn ~~April~~May 1, 2023, Hongchang Food ~~secured~~reached an ~~interest-free loan~~ agreement with ~~Zengqiang~~a ~~Lin,~~stockholder ~~enabling it~~ to ~~access~~convert upan tooutstanding loan ~~RMB60.0~~balance ~~million~~of ~~(approximately~~ US$~~8.5 million) from April 1~~41, ~~2023~~241,108 tointo ~~March 31,~~a ~~2026~~capital contribution. ~~Consequently,~~The ~~the~~company ~~combination~~then ofrecalculated the ~~Company's~~weighted ~~current~~average ~~cash~~number ~~reserves,~~of ~~the~~common ~~capital~~stocks outstanding ~~contributions~~during ~~received, and~~ the ~~loans~~period, ~~from shareholders~~based ~~are~~on ~~anticipated~~the totiming ~~provide~~of ~~sufficient funds to carry out~~ the ~~Company’s~~cash ~~planned~~inflows ~~operations~~from ~~through~~ the ~~next~~stockholder ~~twelve months~~loans.

~~Concentration risks~~F-12

~~Concentration of~~2. ~~credit~~SUMMARY ~~risk~~OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

~~Financial instruments~~Comprehensive that potentially expose The Group to concentrations of credit risk consist primarily of cash in bank and accounts receivable. The Group places its cash with financial institutions with high credit ratings and quality.income

The Group ~~conducts~~applies ~~credit~~ASC ~~evaluations~~220, Comprehensive ofIncome ~~customers~~(“ASC 220”), ~~and~~with ~~generally~~respect ~~does~~to ~~not~~reporting ~~require~~and ~~collateral~~presentation orof ~~other~~comprehensive ~~security~~income ~~from~~and its ~~customers~~components in a full set of financial statements. Comprehensive income is defined to include all changes in equity of The Group during a period arising ~~establishes~~from antransactions ~~allowance~~and ~~for~~other ~~expected~~event ~~credit~~and ~~losses~~circumstances ~~primarily~~except ~~based~~those ~~upon~~resulting ~~the~~from ~~factors~~investments ~~surrounding~~by stockholders and distributions to stockholders. For the ~~credit~~years ~~risk~~ended ofDecember ~~specific~~31, ~~customers~~2024 and 2023, The Group’s comprehensive income(loss) includes net income(loss) and other comprehensive income(loss).

~~F-13~~Segment reporting

2.ASC 280, Segment Reporting, ~~SUMMARY~~(“ASC OF280”), ~~SIGNIFICANT~~establishes ~~ACCOUNTING~~standards ~~POLICIES~~for ~~(cont~~companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Based on the criteria established by ASC 280, our chief operating decision maker (“CODM”) has been identified as our Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of The Group. As a whole and hence, we have only one reportable segment. We do not distinguish between markets or segments for the purpose of internal reporting. As our long-lived assets are substantially located in the PRC, no geographical segments are presented.

~~(y)~~ Uncertainty and risks ~~(cont.)~~

~~Concentration of~~Political, ~~customers~~social and ~~suppliers~~economic risks

~~As of~~The ~~December~~Group ~~31,~~has ~~2023,~~substantial operations ~~one~~in ~~major~~China ~~client~~through ~~accounted~~its ~~for~~PRC 96subsidiaries.0% ofAccordingly, The Group’s ~~total~~business, ~~accounts~~financial ~~receivable.~~condition, ~~The~~and ~~client~~results isof aoperations may ~~leading~~be ~~agricultural food~~influenced ~~processing~~by ~~company~~political, economic, and legal environments in ~~China~~the PRC, as well as by the general state of the PRC economy. The Group’s results ~~outstanding~~may ~~account~~be ~~receivable~~adversely ~~from~~affected ~~this~~by ~~client~~changes asin ofthe ~~December 31~~political, ~~2023~~regulatory and social conditions in the PRC. Although The Group has ~~been~~not ~~collected~~experienced losses from these situations and believes that it is in ~~full~~compliance onwith ~~January~~existing ~~26,~~laws ~~2024.~~and Noregulations ~~credit~~including ~~loss~~its ~~expense~~organization and ~~incurred~~structure ~~historically~~disclosed ~~for~~in Note 1, this ~~client~~may not be indicative of future results.

~~For~~The Group’s business, ~~the~~financial ~~year~~condition ~~ended~~and ~~December~~results 31of operations may also be negatively impacted by risks related to regional wars, ~~2023~~geopolitical tensions, natural ~~one~~disasters, ~~major~~extreme ~~client~~weather ~~accounted~~conditions, ~~for~~health ~~96%~~epidemics ofand other catastrophic incidents, which could potentially and significantly disrupt The Group’s ~~total revenues~~operations.

As of December 31, 2023, two vendors accounted for 81% and 15% of The Group’s total account payable. For the year ended December 31, 2023, three vendors accounted for 42%, 38% and 16% of The Group’s total purchases, respectively.Liquidity

As reflected in the Financial Statements, the Group had an accumulated deficit of US$1,292,076 at December 31, 2024, a net loss of US$472,393 and net cash used in operating activities of US$7,337,639 during the year ended December 3l, 2024. These financial factors are indicators that raise substantial doubt of our ability to continue as a going concern. However, in May 2023, Hongchang BVI received a cash injection of US$41,241,108 from shareholders via its subsidiary, Hongchang Food. On April 1, 2023, Hongchang Food secured an interest-free loan agreement with Zengqiang Lin, enabling it to access up to RMB60.0 million (zapproximately US$8.5 million) ~~Recent~~ from April 1, 2023, to March 31, 2026. During 2024, Hongchang Food obtained ~~accounting~~long-term ~~pronouncements~~loans of total RMB45.5 million (approximately US$6.2 million) from Fujian Fuqing Huitong Rural Commercial Bank Co., Ltd.. On October 23, 2024, Hongchang Food entered into a sales and leaseback contract with Chailease International Finance Co., Ltd.. Pursuant to the contract, the Company sold its machines for RMB 4,100,000 (approximately US$561,698) and immediately leased it back from Chailease for a three-year period from October 25, 2024 to October 25, 2027. Consequently, the combination of the Company's current cash reserves, the capital contributions received, and the loans from shareholders are anticipated to provide sufficient funds to carry out the Company’s planned operations through the next twelve months. On January 20, 2025 Hongchang Food entered into an agreement with the construction contractor, to refund RMB50 million ($6,849,972) in 2025. On March 21, 2025, Hongchang Food entered into an agreement with controlling shareholder, Zengqiang Lin, the shareholder promised that an amount of RMB25.5 million ($3,482,954) that the Company due to the controlling shareholder would not be asked to payback until March 31, 2026, management believes that substantial doubt of our ability to continue as a going concern for at least one year from the issuance of these Financial Statements has been alleviated.

~~In June~~Concentration 2016, the FASB issued ASU 2016-13, Credit Losses, Measurement of Credit Losses on Financial Instruments. This ASU provides more useful information about expected credit losses to financial statement users and changes how entities will measure credit losses on financial instruments and timing of when such losses should be recognized. This ASU is effective for annual and interim periods beginning after December 15, 2019 for issuers and December 15, 2020 for non-issuers. Early adoption is permitted for all entities for annual periods beginning after December 15, 2018, and interim periods therein. In May 2019, the FASB issued ASU 2019-05, Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief. This update adds optional transition relief for entities to elect the fair value option for certain financial assets previously measured at amortized cost basis to increase comparability of similar financial assets. The updates should be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified retrospective approach). On November 19, 2019, the FASB issued ASU 2019-10 to amend the effective date for ASU 2016-13 to be fiscal years beginning after December 15, 2022 and interim periods therein. The Group adopted this guidance on January 1, 2023, and the adoption did not have a material impact on its consolidated financial statements.risks

~~Other accounting~~Concentration standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Group does not discuss recent pronouncements that are not anticipated to have an impact on, or are unrelated to, its consolidated financial condition, results of ~~operations,~~credit ~~cash flows or disclosures.~~risk

3Financial instruments that potentially expose The Group to concentrations of credit risk consist primarily of cash in bank and accounts receivable. The Group places ~~ACCOUNTS~~its ~~RECEIVABLE~~cash with financial institutions with high credit ratings and quality.

~~Accounts receivable~~The ~~consisted~~Group conducts credit evaluations of customers, and generally does not require collateral or other security from its customers. The Group establishes an allowance for expected credit losses primarily based upon the ~~following:~~factors surrounding the credit risk of specific customers.

	As of December 31,
	2023		2022
	US$		US$
Accounts receivable		742,851		-
		742,851		-

F-13

~~For the~~2. ~~years~~SUMMARY ~~ended~~OF ~~December~~SIGNIFICANT ~~31,~~ACCOUNTING ~~2023 and 2022, the Company had no allowance for expected~~ POLICIES ~~credit losses for accounts receivable~~(cont.)

~~F-14~~Uncertainty and risks (cont.)

~~4. OTHER~~Concentration ~~RECEIVALBE~~of customers and suppliers

~~Other~~As of December 31, 2024, one client accounted for 100% of The Group’s total accounts receivable. ~~consisted~~The major client is a local supermarket which has more than 10 stores in Fujian Province. The Group’s outstanding account receivable from this client as of ~~the~~December ~~following:~~31, 2024 has been collected in full on January 10, 2025. No credit loss expense incurred historically for this client.

	As of December 31,
	2023		2022
	US$		US$
Loans to third parties		1,079,127		-
Others		27,447		-
		1,106,574		-

As of December 31, 2023, one major client accounted for 96% of The Group’s total accounts receivable. The client is a leading agricultural food processing company in China. The Group’s outstanding account receivable from this client as of December 31, 2023 has been collected in full on January 26, 2024. No credit loss expense incurred historically for this client.

For the ~~years~~year ended December 31, ~~2023 and 2022~~2024, ~~the~~one ~~Company~~major ~~had~~client noaccounted ~~allowance~~ for ~~expected~~24% ~~credit~~of ~~losses~~The ~~for~~Group’s ~~other~~total ~~receivable~~revenues.

~~Outstanding~~For the year ended December ~~balances~~31, of2023, ~~loan~~one tomajor ~~third~~client ~~parties~~accounted ~~consist~~for 96% of ~~the~~The ~~following:~~Group’s total revenues.

As of December 31, 2023

Balance

Maturity Date

Effective Interest Rate

Collateral/Guarantee

US$

Sichuan Xiongji Construction Engineering Co., Ltd (Sichuan Xiongji)*

1,079,127

February 28, 2024

3.00

N/A

Total

1,079,127

As of December 31, 2024, one vendor accounted for 100% of The Group’s total account payable. For the year ended December 31, 2024, two vendors accounted for 46% and 29% of The Group’s total purchases, respectively.

*As ~~Sichuan~~of ~~Xiongji~~December is31, ~~the~~2023, ~~general~~two vendors ~~contractor~~accounted for 81% and 15% of ~~the~~The Group’s ~~industrial~~total ~~park~~account ~~currently~~payable. ~~under~~For ~~construction~~the year ended December 31, ~~and~~2023, ~~the~~three ~~Group~~vendors ~~provided~~accounted for ~~loans~~42%, to38% ~~Sichuan~~and ~~Xiongji~~16% ~~for~~of ~~construction~~The ~~capital~~Group’s ~~turnover~~total purchases, respectively.

~~As of~~Recent ~~the~~accounting ~~reporting date, the outstanding balances of loans to third parties have been collected in full.~~pronouncements

5In December 2023, the FASB issued ASU 2023-09 Improvements to Income Tax Disclosures. The ASU improves the transparency of income tax disclosures by requiring (1) ~~OTHER~~consistent ~~CURRENT~~categories ~~ASSETS~~and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. For public business entities, the ASU is effective for annual periods beginning after December 15, 2025. The Company is evaluating the potential impact of this guidance on its consolidated financial statements.

~~Other~~In November 2024, the FASB ~~current~~issued ~~assets~~ASU ~~consisted~~2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of ~~the~~Income ~~following~~Statement Expense and ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU improves the disclosures about a public business entity’s expenses and provides more detailed information about the types of expenses in commonly presented expense captions. The amendments require that at each interim and annual reporting period an entity will, inter alia, disclose amounts of purchases of inventory, employee compensation, depreciation and amortization included in each relevant expense caption (such as cost of sales, general and administrative, and research and development). The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the potential impact of this guidance on its consolidated financial statement disclosures.

	As of December 31,
	2023		2022
	US$		US$
VAT recoverable		1,039,421		18,989
Deferred tax assets		65,858		-
Prepaid Expenses		23,319		-
Advance to suppliers		13,811		-
		1,142,409		18,989

Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Group does not discuss recent pronouncements that are not anticipated to have an impact on, or are unrelated to, its consolidated financial condition, results of operations, cash flows or disclosures.

63. ~~PROPERTY~~ ~~AND~~ACCOUNTS ~~EQUIPMENT~~RECEIVABLE

~~Property and~~Accounts ~~equipment~~receivable consisted of the following:

	As of December 31,
	2023			2022
	2024			2023
	US$			US$
Office equipment		3,381			-
Accounts receivable		52,514			742,851
Accumulated depreciation		(188	)		-
		52,514			742,851
		3,193			-

~~Depreciation expense~~For ~~was US$188 and nil for~~ the years ended December 31, ~~2023~~2024 and ~~2022~~2023, the Company had no allowance for expected credit losses for accounts receivable.

F-1514

74. ~~CONSTRUCTION-IN-PROGRESS~~ OTHER RECEIVALBE

~~Construction-in-progress consisted~~Other receivable consisted of the following:

	As of December 31,
	2023		2022
	2024		2023
	US$		US$
Construction in progress		41,423,399		26,837,950
Loans to third parties		-		1,079,127
		41,423,399		26,837,950
Advanced construction payment		6,849,972		-
Others		4,402		27,447
		6,854,374		1,106,574

~~Hongchang Food~~As ~~Industrial~~the ~~Park~~result ~~covers~~of negotiation abetween ~~site~~Hongchang ~~area~~Food ~~of 108,000 square~~and ~~meters~~Sichuan Xiongji, ~~with~~the aadvanced ~~floor~~payment ~~area~~for ofthe ~~about 130,000 square~~construction ~~meters.~~ of Hongchang Food Industrial Park of isRMB ~~still~~50 ~~under~~million ~~construction~~(US$6,849,972) ~~and~~will ~~expected~~be torefunded ~~complete~~in ~~construction by 2024~~2025.

8.For the years ended December ~~INTANGIBLE~~31, ~~ASSTES~~2024 and 2023, the Company had no allowance for expected credit losses for other receivable.

~~Intangible assets~~5. ~~consist~~OTHER ofCURRENT ~~the following:~~ ASSETS

	As of December 31,
	2023			2022
	US$			US$
Purchased software		3,295			-
Less: accumulated amortization		(82	)		-
		3,213			-

Other current assets consisted of the following:

Amortization expenses for the Purchased software were US$82 and nil for the years ended December 31, 2023 and 2022, respectively. No impairment charge was recorded for the years ended December 31, 2023 and 2022, respectively.

	As of December 31,
	2024		2023
	US$		US$
VAT recoverable		846,269		1,039,421
Deferred tax assets		85,865		65,858
Prepaid Expenses		4,096		23,319
		936,230		1,128,598

	For the years ended December 31,
	2024		2025		2026		2027		2028		2029 and thereafter
	US$		US$		US$		US$		US$		US$
Amortization expenses		330		330		330		330		330		1,563

6. PROPERTY AND EQUIPMENT

~~F-16~~Property and equipment consisted of the following:

9. LAND USE RIGHT, NET

	As of December 31,
	2024			2023
	US$			US$
Office equipment		3,279			3,381
Other machinery and Equipment		17,546			-
Accumulated depreciation		(3,937	)		(188	)
		16,888			3,193

~~Land use~~Depreciation ~~rights,~~expense ~~net~~was ~~consist~~US$3,809 and ofUS$188 for the ~~following:~~years ended December 31, 2024 and 2023.

	As of December 31,
	2023			2022
	US$			US$
Land use rights		4,388,808			4,504,282
Less: accumulated amortization		(270,707	)		(187,678	)
		4,118,101			4,316,604

F-15

~~Amortization expenses for the land use rights were US$87,903, and US$92,367 for the years ended December 31, 2023 and 2022, respectively~~7. ~~No impairment charge~~ ~~was recorded for the years ended December 31, 2023 and 2022, respectively. The term is 50 years of the land use right and will terminate in 2070.~~CONSTRUCTION-IN-PROGRESS

	For the years ended December 31,
	2024		2025		2026		2027		2028		2029 and thereafter
	US$		US$		US$		US$		US$		US$
Amortization expenses		87,902		87,902		87,902		87,902		87,902		3,678,591

Construction-in-progress consisted of the following:

10. OTHER NON-CURRENT ASSETS

	As of December 31,
	2024		2023
	US$		US$
Construction in progress		41,264,766		41,423,399
		41,264,766		41,423,399

~~Other~~Hongchang Food Industrial ~~non-current~~Park ~~assets~~covers ~~consisted~~a site area of 108,000 square ~~the~~meters, ~~following:~~with a floor area of about 130,000 square meters. Hongchang Food Industrial Park is still under construction.

	As of December 31,
	2023		2022
	US$		US$
Other non-current asset –Advanced construction payment		706,920		-
		706,920		-

8. INTANGIBLE ASSTES

~~Other non-current~~Intangible ~~asset~~assets ~~were US$706,920, and nil for the years ended December 31, 2023 and 2022, respectively, which is advanced payment to~~consist ~~Sichuan~~of ~~Xiongji for~~ the ~~construction of Hongchang Food Industrial Park.~~ following:

11. ACCRUED EXPENSES AND OTHER LIABILITIES

	As of December 31,
	2024			2023
	US$			US$
Purchased software		3,196			3,295
Less: accumulated amortization		(399	)		(82	)
Less: impairment allowance		(2,797	)		-
		-			3,213

~~Accrued~~ Amortization expenses for the Purchased software were US$324 and ~~other~~US$82 for ~~liabilities~~the ~~consisted~~years ofended December 31, 2024 and 2023, respectively. Impairment charge were US$2,837 and US$nil for the ~~following:~~years ended December 31, 2024 and 2023, respectively.

	As of December 31,
	2023		2022
	US$		US$
Payroll and welfare payables		92,262		2,464
Value-added tax and other taxes payable		239,543		-
Others		54,000		1,089
		385,805		3,553

F-16

~~F-17~~9. LAND USE RIGHT, NET

~~12.~~Land ~~INCOME~~use rights, net consist ~~TAX~~of the following:

The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.

	As of December 31,
	2024			2023
	US$			US$
Land use rights		4,256,831			4,388,808
Less: accumulated amortization		(347,717	)		(270,707	)
		3,909,114			4,118,101

~~United~~Amortization ~~States~~expenses for the land use rights were US$86,377, and US$87,903 for the years ended December 31, 2024 and 2023, respectively. No impairment charge was recorded for the years ended December 31, 2024 and 2023, respectively. The term is 50 years of the land use right and will terminate in 2070.

The Company is subject to U.S. Federal tax laws. On December 22, 2017, the “Tax Cuts and Jobs Act” (“The Act”) was enacted. Under the provisions of the Act, the U.S. corporate tax rate decreased from 34% to 21%. Accordingly, we have remeasured our deferred tax assets on our net operating loss carryforwards in the U.S at the lower enacted tax rate of 21%. However, this remeasurement had no effect on our income tax expense as we have provided a 100% valuation allowance on our deferred tax assets previously.

	For the years ending December 31,
	2025		2026		2027		2028		2029		2030 and thereafter
	US$		US$		US$		US$		US$		US$
Amortization expenses		86,383		86,383		86,383		86,383		86,383		3,477,199

~~British~~10. ~~Virgin~~OTHER ~~Islands~~NON-CURRENT ASSETS

~~Hongchang~~Other ~~BVI was incorporated in the British Virgin Islands and is not subject to tax on income or capital gains under~~ non-current ~~British~~assets ~~Virgin Islands law. In addition,~~consisted ~~upon payments~~ of ~~dividends~~the ~~by these entities to their stockholders, no British Virgin Islands withholding tax will be imposed.~~following:

Hong Kong

	As of December 31,
	2024		2023
	US$		US$
Other non-current asset –Advanced construction payment		3,561,700		706,920
Other non-current asset –Prepayment for acquisition of businesses		558,957		-
Other non-current asset –Leasehold deposit		13,700		-
		4,134,357		706,920

~~Hongchang~~Other HKnon-current ~~was~~asset ~~incorporated~~were US$4,134,357, ~~in Hong Kong~~ and is ~~subject~~US$706,920 tofor ~~Hong~~the ~~Kong~~years ~~profits~~ended ~~tax~~December at31, a2024 ~~tax~~and ~~rate~~2023, ofrespectively, ~~16.5%.~~which ~~Since~~primarily ~~Hongchang~~consist HKof ~~had~~advanced ~~no taxable income during the reporting period, it has~~payment ~~not~~to ~~paid~~Sichuan ~~Hong~~Xiongji ~~Kong profits taxes. Hongchang HK has not recognized an income tax benefit~~ for ~~its operating losses in Hong Kong because~~ the ~~Company~~construction ~~does~~of ~~not~~Hongchang ~~expect~~Food toIndustrial ~~commence active operations in Hong Kong~~Park.

~~PRC~~On September 8, 2024, the Group entered into an agreement with Jingbiao Weng, a shareholder of Pucheng County Lvkanger Food Co., Ltd, to acquire 51% of its equity for RMB4.08 million (approximately US$0.56 million), with the agreement that the equity would be delivered on January 1, 2025. The payment for the acquisition has been made by Zengqiang Lin on behalf of the Group.

~~Fujian Hongjin Biotechnology Co~~11., ~~Ltd.(WFOE)~~ACCRUED ~~and~~EXPENSES ~~its~~AND ~~subsidiaries~~OTHER are governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), Chinese enterprises are subject to income tax at a rate of 25% after appropriate tax adjustments.LIABILITIES

~~Income~~Accrued ~~taxes~~expenses inand ~~the~~other liabilities ~~PRC~~consisted ~~are~~of ~~consist~~the offollowing:

	For The Year Ended December 31,
	As of December 31,
	2023		2022
	2024		2023
Deferred income tax benefit		65,905		-
	US$		US$
Total income tax benefit	$	65,905	$	-
Payroll and welfare payables		80,115		92,262
Value-added tax and other taxes payable		8,197		239,543
Others		66,104		54,000
		154,416		385,805

~~Below is a reconciliation of the statutory tax rate to the effective tax rate:~~F-17

	For The Year Ended December 31,
	2023			2022
PRC statutory income tax rates*		25.00	%		25.00	%
Non-deductible expenses		(0.34	)%		-
Change in valuation allowance		(3.80	)%		(25.00	)%
Actual income tax rate		20.85	%		-

12. LONG TERM LOANS

*Long-term Asloans represent the ~~Company’s~~amounts ~~business~~due ~~operation~~to ~~mainly~~various ~~concentrated~~banks inand ~~PRC,~~financial ~~the~~lease ~~Company~~companies ~~determined~~lasting toover ~~apply~~one ~~PRC~~year. ~~statutory~~As ~~tax~~of ~~rate~~December in31, ~~reconciliation~~2023, the Group had no loans, as of ~~the~~December ~~statutory~~31, ~~tax~~2024, ~~rate~~outstanding tobalances ~~the~~on ~~effective~~long ~~tax~~term ~~rate~~loans consist of the following:

Deferred tax assets consist of the following:

					Effective
				Maturity	Interest
Creditors		Balance		Date	Rate			Collateral/Guarantee
		US$
Fujian Fuqing Huitong Rural Commercial Bank Co., Ltd.	1		2,191,991	Jan-16-2034		5.25	%	Construction in progress of
	2		2,465,990					the Hongchang Food
	3		958,996					Industrial Park, WFOE,
	4		273,999					Mr. Zengqiang Lin,
	5		342,499					Ms. Zhenzhu Lin
Subtotal			6,233,475
Chailease International Finance Co., Ltd. (“Chailease”)			564,759	Oct-25-2027		15.16	%	Machines, WFOE,
								Mr. Zengqiang Lin and
								Mr. Huaqiang Lin
Total			6,798,234

	As of December 31,
	2023			2022
land use right amortization	$	65,858		$	-
Net operating losses carried forward in the PRC		101,852			92,182
Net operating losses carried forward in the U.S.		150,645			123,642
Totals		318,355			215,824
Less: Valuation allowance		(252,497	)		(215,824	)
Deferred tax assets, net		65,858			-

On October 23, 2024, Hongchang Food entered into a sales and leaseback contract with Chailease. Pursuant to the contract, the Company sold its machines for RMB 4,100,000 (approximately US$561,698) and immediately leased it back from Chailease for a three-year period from October 25, 2024 to October 25, 2027. The cost of the relevant equipment approximately RMB1.59 million (approximately US$218,505), which has been accounted in the other non-current assets. The Company had not transferred the control of the underlying assets to Chailease and the Company evaluated that the sales transaction did not qualify as a sale in accordance with ASC 606. Therefore, the sales and leaseback contract was in essence a debt financing arrangement and did not apply sales and leaseback accounting in ASC 842. The proceeds, net of the financing costs, were financial liability with a yearly implied interest rate of 15.16%. This long-term loan was guaranteed by WFOE, Mr. Zengqiang Lin and Mr. Huaqiang Lin. The Company was required to make monthly interest and principal payment. During the year ended December 31, 2024, The Company repaid RMB20,000 (approximately US$2,740). As of December 31, 2024, the Company had outstanding balance of US$564,759, of which US$161,325 and US$403,434 were classified to current portion and non-current portion, respectively.

AsThe offuture ~~December~~maturities ~~31,~~of ~~2023 and 2022, the Company’s PRC entities~~long-term ~~had~~loans ~~net~~due ~~operating~~to ~~loss~~Fujian ~~carryforwards~~Fuqing ofHuitong ~~approximately~~Rural ~~$0.42~~Commercial ~~million~~Bank ~~and $0~~Co.~~37 million~~, ~~respectively which will start to expire from 2026~~Ltd. ~~The~~ ~~Company~~are reviews deferred tax assets for a valuation allowance based upon whether it is more likely than not that the deferred tax asset will not be fully realized. As of December 31, 2023 and 2022, full valuation allowance is provided against the deferred tax assets related to the Company’s net operating loss carryforwards based upon management’s assessment as ~~to their realization.~~follows:

F-18

For the years ending December 31,	Principal
Remainder of 2024	$	—
2025		73,981
2026		136,999
2027		136,999
2028		263,039
Thereafter		5,622,457
	$	6,233,475
less: current portion	$	73,981
Non-current portion	$	6,159,494

~~13.~~The ~~COMMON~~purposes of these long ~~STOCKS~~term ~~AND~~loans ~~ADDITIONAL~~are ~~PAID~~for the construction of Hongchang Food Industrial Park, the interest of these loans was capitalized in construction-INin-progress, Interest ~~CAPITAL~~capitalized in construction-in-progress was US$316,197 and US$nil for the years ended December 31, 2024 and 2023, respectively.

~~In January 2023, 100 common stocks of Hongchang BVI were allotted and issued to the controlling stockholders, of par value US$1.~~F-18

As per the Reorganization described in Note 1(b) History and reorganization of the Group, the consolidated financial statements were prepared as if the 100 shares had been in existence since the beginning of the periods presented13. AsINCOME per the Reverse merger described in Note 1(c), in the “Consolidated Statements of Changes in Equity”, the 100 shares of the legal subsidiary (the accounting acquirer) was restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent (the accounting acquiree) issued in the reverse acquisition.TAX

~~In preparation~~The ofCompany ~~the~~is ~~Merger~~subject ~~Transactions, the following transactions were undertaken~~ to ~~reorganize the legal structure of Operating Entity~~ ~~(“Reorganization”).~~income Ontaxes ~~January~~on ~~13,~~an ~~2023,~~entity ~~Mr.~~basis ~~Zengqiang~~on ~~Lin~~income ~~and~~arising ~~Ms. Zhenzhu Lin, the existing stockholders of Fuqing Hongchang Food Co., Ltd (“Hongchang Food”) established two wholly-owned subsidiaries (“BVI-1” and “BVI-2”)~~ in ~~British~~ ~~Virgin~~or ~~Island,~~derived ~~respectively.~~from On January 18, 2023, Hong Chang Global Investment Holdings Limited (“Hongchang BVI”) was then incorporated by BVI-1 and BVI-2 which held 70% and 30% equity interest of Hongchang BVI, respectively. On February 6, 2023, Hongchang BVI incorporated a wholly-owned subsidiary, Hong Chang Biotechnologies (HK) Limited (“Hongchang HK”). On February 28, 2023, Hongchang HK incorporated a wholly-owned subsidiary, Fujian Hongjin Biotechnology Co., Ltd. (“WFOE”) in the ~~People’s Republic~~tax ofjurisdiction China (“PRC”). WFOE then purchased the total equity interest of Hongchang Food. After the Reorganization, Mr. Zengqiang Lin and Ms. Zhenzhu Lin hold 70% and 30% equity interest of Hongchang Food through WFOE, respectively. As all the entities involved in ~~the~~which ~~process~~each ofentity ~~the Reorganization are under common ownership of Hongchang Food’s stockholders before and after the Reorganization, the Reorganization~~ is ~~accounted for in a manner similar to a pooling of interests with the assets and liabilities of the parties to the Reorganization carried over at their historical amounts~~domiciled. ~~Therefore, the consolidated financial statements were prepared as if the 100 shares had been in existence since the beginning of the periods presented.~~

~~On August~~United 21, 2023, HYBT entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Hongchang BVI and Hongchang BVI’s stockholders, Zengqiang Investment Limited, a business company incorporated in the BVI, and Hong Jin Investment Limited, a business company incorporated in the BVI (the “Selling Stockholders” and each a “Selling Stockholder”), in relation to the acquisition of Hongchang BVI by HYBT (the “Hongchang Acquisition”). Zengqiang Investment Limited is wholly-owned by Mr. Zengqiang Lin and Hong Jin Investment Limited is wholly-owned by Ms. Zhenzhu Lin. Mr. Zengqiang Lin has been a director of HYBT since February 17, 2023, and Ms. Zhenzhu Lin is the sister of Mr. Zengqiang Lin. In accordance with the terms of the Share Exchange Agreement, the Selling Stockholders sold and transferred 100 shares of Hongchang BVI, constituting all of the issued and outstanding share capital of Hongchang BVI, to HYBT in exchange for an aggregate of 415,582,375 new shares of HYBT’s common stock (the “Consideration Shares”), of which 353,322,843 shares were issued to Zengqiang Investment Limited and 62,259,532 shares were issued to Hong Jin Investment Limited. Therefore, in the “Consolidated Statements of Changes in Equity”, the 100 shares of the legal subsidiary (the accounting acquirer) was restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent (the accounting acquiree) issued in the reverse acquisitionStates

InThe Company is subject to ~~May~~U.S. ~~2023,~~Federal ~~Hongchang~~tax ~~BVI~~laws. ~~received~~On ~~US$41~~December 22,~~241~~ 2017,~~108~~ ~~cash~~the ~~contribution~~“Tax Cuts and Jobs Act” (“The Act”) was enacted. Under the provisions of the Act, the U.S. corporate tax rate decreased from ~~stockholders~~34% ~~through~~to ~~its~~21%. ~~subsidiary~~Accordingly, ~~Hongchang~~we ~~Food~~have remeasured our deferred tax assets on our net operating loss carry forwards in the U.S at the lower enacted tax rate of 21%. However, this remeasurement had no effect on our income tax expense as we have provided a 100% valuation allowance on our deferred tax assets previously.

~~On September~~British 1,Virgin 2023, upon closing the Merger, 100 shares of Hongchang BVI par value US$1.00, constituting all of the issued and outstanding share capital of Hongchang BVI, were exchanged for the right to receive 415,582,375 common stocks of the Company, par value US$0.001.Islands

14Hongchang BVI was incorporated in the British Virgin Islands and is not subject to tax on income or capital gains under current British Virgin Islands law. ~~RELATED~~In addition, ~~PARTY~~upon ~~TRANSACTIONS~~payments of dividends by these entities to their stockholders, no British Virgin Islands withholding tax will be imposed.

~~(a)~~Hong ~~Related parties~~Kong

~~The~~HK$2.0 million assessable ~~principal~~profits ~~related~~will ~~parties~~be ~~with~~subject ~~which~~to a lower tax rate of 8.25% and the ~~Group~~excessive ~~had~~taxable ~~transactions~~income ~~during~~will continue to be taxed at the ~~years~~existing ~~presented~~16.5% tax ~~are~~rate. asThe ~~follows:~~two-tiered tax regime becomes effective from the assessment year of 2018/2019, which was on or after April 1, 2018. The application of the two-tiered rates is restricted to only one nominated enterprise among connected entities.

Names of related parties Relationship with The Group Zengqiang Lin The principal stockholder and director of the Company Fuqing Xinhongbo Trading Co., Ltd. (“Xinhongbo”) An entity controlled by the principal stockholder of the Company Fuqing Changhong Agricultural Products Supply Chain Co. Ltd.(“Changhong”) An entity controlled by the principal stockholder of the CompanyPRC

~~F-19~~Fujian Hongjin Biotechnology Co., Ltd.(WFOE) and its subsidiaries are governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), Chinese enterprises are subject to income tax at a rate of 25% after appropriate tax adjustments.

~~14.~~Hongfu Food, engaged in primary ~~RELATED~~processing ~~PARTY~~of ~~TRANSACTIONS~~agricultural ~~(cont~~products, is eligible for full exemption from corporate income tax under the tax preferential policies stipulated in the “EIT Laws”, with an effective tax rate of 0% during the relevant accounting period.)

~~(b)~~Income ~~Other~~taxes ~~than~~in ~~disclosed elsewhere, The Group had~~ the ~~following~~PRC ~~significant~~are ~~related~~consist ~~party transactions for the years ended December 31, 2023 and 2022~~of:

	For years ended December 31,
	For The Year Ended December 31,
	2023			2022
	2024			2023
	US$			US$
Deferred income tax benefit		22,303			65,905
Loan from a related party:
Total income tax benefit	$	22,303		$	65,905
-Zengqiang Lin		2,900,289			1,781,932
Repayment of loan from a related party:
-Zengqiang Lin		(3,199,390	)		-
Capital contribution to Hongchang Food:
-Zengqiang Lin		41,241,108			-

~~(c) The Group had the following related party balances as of December 31, 2023 and 2022:~~F-19

	As of December 31,
	2023		2022
	US$		US$
Advance to supplier-related party
-Xinhongbo		59,324		60,885
Amount due from a related party
-Changhong		141		-
Amount due to a related party:
-Zengqiang Lin		6,682,959		6,397,578

13. INCOME TAX (cont.)

~~All balances~~Below ~~with~~is ~~the~~a ~~related parties as of December 31, 2023 and 2022 were unsecured, interest-free and had no fixed terms of~~reconciliation ~~repayments. The amount~~ of ~~Advance to supplier-related party and due from a related party have been collected in full as of~~ the ~~reporting~~ ~~date.~~statutory Ontax ~~April~~rate ~~1, 2023, Hongchang Food entered into an interest-free loan agreement with Zengqiang Lin~~ to ~~obtain aggregate maximum loans of up to RMB60.0 million (US$8.5million) for~~ the ~~period~~effective ~~from~~tax ~~April 1, 2023 to March 31, 2026.~~ rate:

15. COMMITMENTS AND CONTINGENCIES

	For The Year Ended December 31,
	2024			2023
PRC statutory income tax rates*		25.00	%		25.00	%
Non-deductible expenses		(0.27	)%		(0.34	)%
Preferential tax rate reduction		(1.2	)%		-
Change in valuation allowance		(18.97	)%		(3.80	)%
Actual income tax rate		4.56	%		20.85	%

* As of ~~December~~the ~~31,~~Company’s ~~2023,~~business ~~The~~operation ~~Group~~mainly ~~has~~concentrated ~~entered~~in ~~into~~PRC, ~~several contracts for construction of~~ the ~~Hongchang~~Company ~~Food~~determined ~~Industrial~~to ~~Park~~apply ~~and~~PRC ~~the~~statutory ~~improvement of~~tax ~~Industrial~~rate ~~Buildings.~~in ~~Total~~reconciliation ~~outstanding commitments under these contracts were $18,492,173 and $46,517,560 as~~ of ~~December 31,~~the ~~2023~~statutory ~~and~~tax ~~December~~rate ~~31, 2022, respectively. The Group expected~~ to ~~pay off all~~ the ~~balances~~effective ~~within 1-3 years.~~tax rate

~~16.~~Deferred tax assets consist ~~SUBSEQUENT~~of ~~EVENTS~~the following:

The Group has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. Based on the Company’s evaluation, no other event has occurred requiring adjustment or disclosure in the notes to the consolidated financial statements, except the following:

	As of December 31,
	2024			2023
Land use right amortization	$	85,865		$	65,858
Net operating losses carried forward in the PRC		148,993			101,852
Net operating losses carried forward in the U.S.		193,608			150,645
Totals		428,466			318,355
Less: Valuation allowance		(342,601	)		(252,497	)
Deferred tax assets, net		85,865			65,858

OnAs ~~January~~of 19December 31, 2024, ~~The Group~~and ~~entered~~2023, athe ~~10-year~~Company’s ~~mortgage~~PRC ~~guarantee~~entities ~~loan~~had ~~contract~~net ~~with~~operating ~~Fujian~~loss ~~Fuqing~~carryforwards ~~Huitong~~of ~~Rural~~approximately ~~Commercial~~$0.49 ~~Bank~~million Coand $0.42 million, ~~Ltd~~respectively which will start to expire from 2026. The ~~total~~Company ~~loan~~reviews ~~amount~~deferred tax assets for a valuation allowance based upon whether it is more ~~RMB16~~likely ~~million,~~than ~~with~~not anthat ~~interest~~the ~~rate~~deferred tax asset will not be fully realized. As of 5December 31, 2024 and 2023, full valuation allowance is provided against the deferred tax assets related to the Company’s net operating loss carryforwards based upon management’s assessment as to their realization.~~25%.~~

~~On January 24, 2024, The Group entered a 10~~F-~~year mortgage guarantee loan contract with Fujian Fuqing Huitong Rural Commercial Bank Co., Ltd. The total loan amount is RMB18 million, with an interest rate of 5.25%~~20

On14. ~~February~~COMMON 1,STOCKS ~~2024,~~AND ~~The~~ADDITIONAL ~~Group entered a 10~~PAID-~~year~~IN ~~mortgage guarantee loan contract with Fujian Fuqing Huitong Rural Commercial Bank Co., Ltd. The total loan amount is RMB7 million, with an interest rate of 5.25%.~~CAPITAL

~~All~~In ~~loan~~January ~~purposes~~2023, ~~mentioned~~100 common ~~above~~stocks ~~are for the construction~~ of Hongchang ~~Food~~BVI ~~Industrial~~were ~~Park,~~allotted and ~~all~~issued ~~guarantees~~to ~~are~~the ~~based~~controlling onstockholders, ~~construction~~of inpar ~~progress~~value ~~as collateral~~US$1.

~~F-20~~As per the Reorganization described in Note 1(b) History and reorganization of the Group, the consolidated financial statements were prepared as if the 100 shares had been in existence since the beginning of the periods presented. As per the Reverse merger described in Note 1(c), in the “Consolidated Statements of Changes in Equity”, the 100 shares of the legal subsidiary (the accounting acquirer) was restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent (the accounting acquiree) issued in the reverse acquisition.

In preparation of the Merger ~~NONE 0~~Transactions, the following transactions were undertaken to reorganize the legal structure of Operating Entity (“Reorganization”).00 0On January 13, 2023, Mr.00 Zengqiang Lin and Ms. Zhenzhu Lin, the existing stockholders of Fuqing Hongchang Food Co., Ltd (“Hongchang ~~450231897 61674985 8500000 P3Y false FY 0001086303 0001086303 2023~~Food”) established two wholly-01owned subsidiaries (“BVI-~~01 2023~~1” and “BVI-~~12-31~~2”) in British Virgin Island, respectively. 0001086303 2023-06-30 0001086303 2024-03-15 0001086303 2023-12-31 0001086303 2022-12-31 0001086303 us-gaap:RelatedPartyMember 2023-12-31 0001086303 us-gaap:RelatedPartyMember 2022-12-31 0001086303 2022-01-01 2022-12-31 0001086303 us-gaap:CommonStockMember 2021-12-31 0001086303 hcil:SubscriptionReceivableMember 2021-12-31 0001086303 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001086303 us-gaap:RetainedEarningsMember 2021-12-31 0001086303 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-12-31 0001086303 2021-12-31 0001086303 us-gaap:CommonStockMember 2022-01-01 2022-12-31 0001086303 hcil:SubscriptionReceivableMember 2022-01-01 2022-12-31 0001086303 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0001086303 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0001086303 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-01-01 2022-12-31 0001086303 us-gaap:CommonStockMember 2022-12-31 0001086303 hcil:SubscriptionReceivableMember 2022-12-31 0001086303 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001086303 us-gaap:RetainedEarningsMember 2022-12-31 0001086303 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-12-31 0001086303 us-gaap:RetainedEarningsMember 2023-01-01 2023-12-31 0001086303 us-gaap:CommonStockMember 2023-01-01 2023-12-31 0001086303 hcil:SubscriptionReceivableMember 2023-01-01 2023-12-31 0001086303 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-12-31 0001086303 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-01-01 2023-12-31 0001086303 us-gaap:CommonStockMember 2023-12-31 0001086303 hcil:SubscriptionReceivableMember 2023-12-31 0001086303 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001086303 us-gaap:RetainedEarningsMember 2023-12-31 0001086303 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-31 0001086303 2023-10-01 2023-12-31 0001086303 hcil:ZengqiangInvestmentLimitedMember 2023-12-31 0001086303 hcil:HongJinInvestmentLimitedMember 2023-12-31 0001086303 srt:MaximumMember us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2023-01-On January 18 ~~0001086303 srt:MinimumMember us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember~~ , 2023, Hong Chang Global Investment Holdings Limited (“Hongchang BVI”) was then incorporated by BVI-011 and BVI-182 ~~0001086303 srt:MaximumMember us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember~~ which held 70% and 30% equity interest of Hongchang BVI, respectively. On February 6, 2023, Hongchang BVI incorporated a wholly-~~02-28~~owned ~~0001086303 srt:MinimumMember us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2023-02-~~subsidiary, Hong Chang Biotechnologies (HK) Limited (“Hongchang HK”). On February 28 ~~0001086303 hcil:HongchangBVIMember~~ , 2023-12-31 0001086303 hcil:ZengqiangInvestmentLimitedMember 2023-12-31 0001086303 hcil:HongJinInvestmentLimitedMember 2023-12-31 0001086303 hcil:HongChangGlobalInvestmentHoldingsLimitedHongchangBVIMember 2023-01-01 2023-12-31 0001086303 hcil:HongChangGlobalInvestmentHoldingsLimitedHongchangBVIMember 2023-12-31 0001086303 hcil:HongChangBiotechnologiesHKLimitedHongchangHKMember 2023-01-01 2023-12-31 0001086303 hcil:HongChangBiotechnologiesHKLimitedHongchangHKMember 2023-12-31 0001086303 hcil:FujianHongjinBiotechnologyCoLtdWFOEMember 2023-01-01 2023-12-31 0001086303 hcil:FujianHongjinBiotechnologyCoLtdWFOEMember 2023-12-31 0001086303 hcil:FuqingHongchangFoodCoLtdHongchangFoodMember 2023-01-01 2023-12-31 0001086303 hcil:FuqingHongchangFoodCoLtdHongchangFoodMember 2023-12-31 0001086303 hcil:FujianHongchangGlobalFoodCoLtdHongchangGlobalFoodMember 2023-01-01 2023-12-31 0001086303 hcil:FujianHongchangGlobalFoodCoLtdHongchangGlobalFoodMember 2023-12-31 0001086303 hcil:FujianHongchangGlobalImportExportCoLtdHongchangImportExportMember 2023-01-01 2023-12-31 0001086303 hcil:FujianHongchangGlobalImportExportCoLtdHongchangImportExportMember 2023-12-31 0001086303 hcil:FujianHongchangGlobalSupplyChainCoLtdHongchangSupplyChainMember 2023-01-01 2023-12-31 0001086303 hcil:FujianHongchangGlobalSupplyChainCoLtdHongchangSupplyChainMember 2023-12-31 0001086303 us-gaap:ShippingAndHandlingMember 2023-01-01 2023-12-31 0001086303 us-gaap:ShippingAndHandlingMember 2022-01-01 2022-12-31 0001086303 srt:MaximumMember 2023-01-01 2023-12-31 0001086303 srt:MinimumMember 2023-01-01 2023-12-31 0001086303 hcil:HongchangBVIMember 2023-09-04 0001086303 2023-05-01 2023-05-31 0001086303 2023-05-31 2023-05-31 0001086303 2023-04-01 2023-04-01 0001086303 hcil:CustomersOneMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001086303 hcil:CustomersOneMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001086303 us-gaap:AccountsPayableMember us-gaap:SupplierConcentrationRiskMember hcil:VendorsOneMember 2023-01-01 2023-12-31 0001086303 us-gaap:AccountsPayableMember us-gaap:SupplierConcentrationRiskMember hcil:VendorsTwoMember 2023-01-01 2023-12-31 0001086303 hcil:TotalPurchasesMember us-gaap:SupplierConcentrationRiskMember hcil:VendorsOneMember 2023-01-01 2023-12-31 0001086303 hcil:TotalPurchasesMember us-gaap:SupplierConcentrationRiskMember hcil:VendorsTwoMember 2023-01-01 2023-12-31 0001086303 hcil:TotalPurchasesMember us-gaap:SupplierConcentrationRiskMember hcil:VendorsThreeMember 2023-01-01 2023-12-31 0001086303 us-gaap:ForeignCurrencyGainLossMember 2023-01-01 2023-12-31 0001086303 us-gaap:ForeignCurrencyGainLossMember 2022-01-01 2022-12-31 0001086303 hcil:SichuanXiongjiConstructionEngineeringCoLtdMember 2023-12-31 0001086303 hcil:SichuanXiongjiConstructionEngineeringCoLtdMember 2023-01-01 2023-12-31 0001086303 us-gaap:OfficeEquipmentMember 2023-12-31 0001086303 us-gaap:ConstructionInProgressMember 2023-12-31 0001086303 us-gaap:IntangibleAssetsAmortizationPeriodMember 2023-12-31 0001086303 us-gaap:LandMember 2023-01-01 2023-12-31 0001086303 us-gaap:LandMember 2022-01-01 2022-12-31 0001086303 hcil:LandUseRightMember 2023-01-01 2023-12-31 0001086303 us-gaap:UseRightsMember 2023-12-31 0001086303 srt:MaximumMember country:US 2023-01-01 2023-12-31 0001086303 srt:MinimumMember country:US 2023-01-01 2023-12-31 0001086303 country:US 2023-01-01 2023-12-31 0001086303 country:, Hongchang HK ~~2023~~ incorporated a wholly-~~01-01~~owned ~~2023-12-31~~subsidiary, Fujian Hongjin Biotechnology Co., Ltd. (“WFOE”) in the People’s Republic of China (“PRC”). WFOE then purchased the total equity interest of Hongchang Food. After the Reorganization, Mr. Zengqiang Lin and Ms. Zhenzhu Lin hold 70% and 30% equity interest of Hongchang Food through WFOE, respectively. As all the entities involved in the process of the Reorganization are under common ownership of Hongchang Food’s stockholders before and after the Reorganization, the Reorganization is accounted for ~~0001086303~~in a manner similar to a pooling of interests with the assets and liabilities of the parties to the Reorganization carried over at their hcil:PRCMember 2023-01-01 2023-12-31 0001086303 hcil:PRCMember 2023-12-31 0001086303 hcil:PRCMember 2022-12-31 0001086303 country:US 2023-12-31 0001086303 country:US 2022-12-31 0001086303 2023-01-31 0001086303 2023-01-01 2023-01-31 0001086303 srt:MaximumMember 2023-01-18 0001086303 srt:MinimumMember 2023-01-18 0001086303 srt:MaximumMember 2023-02-28 0001086303 srt:MinimumMember 2023-02-28 0001086303 2023-02-28 2023-02-28 0001086303 2023-02-17 2023-02-17 0001086303 2023-02-17 0001086303 hcil:ZengqiangInvestmentLimitedMember 2023-02-17 0001086303 hcil:HongJinInvestmentLimitedMember 2023-02-17 0001086303 2023-05-31 0001086303 2023-09-01 2023-09-01 0001086303 hcil:ZengqiangInvestmentLimitedMember 2023-09-01 0001086303 2023-09-01 0001086303 hcil:HongJinInvestmentLimitedMember 2023-09-01 0001086303 hcil:MrZengqiangLinMember 2023-01-01 2023-12-31 0001086303 hcil:FuqingXinhongboTradingCoLtdXinhongboMember 2023-01-01 2023-12-31 0001086303 hcil:FuqingChanghongAgriculturalProductsSupplyChainCoLtdChanghongMember 2023-01-01 2023-12-31 0001086303 hcil:MrZengqiangLinMember 2022-01-01 2022-12-31 0001086303 hcil:XinhongboMember 2023-12-31 0001086303 hcil:XinhongboMember 2022-12-31 0001086303 hcil:ChanghongMember 2023-12-31 0001086303 hcil:MrZengqiangLinMember 2023-12-31 0001086303 hcil:MrZengqiangLinMember 2022-12-31 0001086303 us-gaap:SubsequentEventMember 2024-01-19 2024-01-19 0001086303 hcil:FujianFuqingHuitongRuralCommercialBankCoLtdMember us-gaap:SubsequentEventMember 2024-01-19 0001086303 hcil:FujianFuqingHuitongRuralCommercialBankCoLtdMember us-gaap:SubsequentEventMember 2024-01-19 2024-01-19 0001086303 us-gaap:SubsequentEventMember 2024-01-24 2024-01-24 0001086303 hcil:FujianFuqingHuitongRuralCommercialBankCoLtdMember us-gaap:SubsequentEventMember 2024-01-24 0001086303 hcil:FujianFuqingHuitongRuralCommercialBankCoLtdMember us-gaap:SubsequentEventMember 2024-01-24 2024-01-24 0001086303 us-gaap:SubsequentEventMember 2024-02-01 2024-02-01 0001086303 hcil:FujianFuqingHuitongRuralCommercialBankCoLtdMember us-gaap:SubsequentEventMember 2024-02-01 0001086303 hcil:FujianFuqingHuitongRuralCommercialBankCoLtdMember us-gaap:SubsequentEventMember 2024-02-01 2024-02-01 iso4217:USD xbrli:historical amounts. Therefore, the consolidated financial statements were prepared as if the 100 shares had been in existence since the ~~iso4217:USD xbrli:shares xbrli:pure iso4217:CNY utr:sqm~~ beginning of the periods presented.

On August 21, 2023, HYBT entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Hongchang BVI and Hongchang BVI’s stockholders, Zengqiang Investment Limited, a business company incorporated in the BVI, and Hong Jin Investment Limited, a business company incorporated in the BVI (the “Selling Stockholders” and each a “Selling Stockholder”), in relation to the acquisition of Hongchang BVI by HYBT (the “Hongchang Acquisition”). Zengqiang Investment Limited is wholly-owned by Mr. Zengqiang Lin and Hong Jin Investment Limited is wholly-owned by Ms. Zhenzhu Lin. Mr. Zengqiang Lin has been a director of HYBT since February 17, 2023, and Ms. Zhenzhu Lin is the sister of Mr. Zengqiang Lin. In accordance with the terms of the Share Exchange Agreement, the Selling Stockholders sold and transferred 100 shares of Hongchang BVI, constituting all of the issued and outstanding share capital of Hongchang BVI, to HYBT in exchange for an aggregate of 415,582,375 new shares of HYBT’s common stock (the “Consideration Shares”), of which 353,322,843 shares were issued to Zengqiang Investment Limited and 62,259,532 shares were issued to Hong Jin Investment Limited. Therefore, in the “Consolidated Statements of Changes in Equity”, the 100 shares of the legal subsidiary (the accounting acquirer) was restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent (the accounting acquiree) issued in the reverse acquisition

In May 2023, Hongchang BVI received US$41,241,108 cash contribution from stockholders through its subsidiary Hongchang Food.

On September 1, 2023, upon closing the Merger, 100 shares of Hongchang BVI par value US$1.00, constituting all of the issued and outstanding share capital of Hongchang BVI, were exchanged for the right to receive 415,582,375 common stocks of the Company, par value US$0.001.

15. RELATED PARTY TRANSACTIONS

(a)

Related parties

The principal related parties with which the Group had transactions during the years presented are as follows:

Names of related parties		Relationship with The Group
Zengqiang Lin		The principal stockholder and director of the Company
Fuqing Xinhongbo Trading Co., Ltd. (“Xinhongbo”)		An entity controlled by the principal stockholder of the Company
Fuqing Changhong Agricultural Products Supply Chain Co. Ltd.(“Changhong”)		An entity controlled by the principal stockholder of the Company
Zhenzhu Lin		The principal stockholder of the Company
Fujian Xindefu Agricultural Products Co., Ltd.(“Xindefu”)		Non-controlling shareholder of Hongfu Food
Xiuhua Zhou		Owner of Xindefu
Fujian Xiangbing Logistics Co., Ltd. (“Xiangbing”)		Common controller with Xindefu
Huaqiang Lin		Father of Zengqiang Lin

F-21

15. RELATED PARTY TRANSACTIONS (cont.)

(b)

Other than disclosed elsewhere, The Group had the following significant related party transactions for the years ended December 31, 2024 and 2023:

	For years ended
	December 31,
	2024			2023
	US$			US$
Loans from related parties:
-Zhenzhu Lin		1,683,718			-
-Zengqiang Lin		5,685,707			2,900,289
-Xiuhua Zhou		1,557,007			-
		8,926,432			2,900,289

Repayments to related parties:
-Zhenzhu Lin		(1,644,203	)		-
-Zengqiang Lin		(2,405,036	)		(3,199,390	)
-Xiuhua Zhou		(1,557,007	)		-
		(5,606,246	)		(3,199,390	)

Refunds from a related party
-Xinhongbo		58,368			-
-Changhong		139			-
		58,507			-

Capital contribution to Hongchang Food:
-Zengqiang Lin		-			41,241,108

Sales of goods:
-Fujian Xindefu Agricultural Products Co., Ltd.		1,576			-

Procurement of goods:
-Fujian Xindefu Agricultural Products Co., Ltd.		229,453			-

Procurement of service:
-Fujian Xindefu Agricultural Products Co., Ltd.		272,647			-
-Fujian Xiangbing Logistics Co., Ltd.		112,236			-

(c)

The Group had the following related party balances as of December 31, 2024 and 2023:

	As of December 31,
	2024		2023
	US$		US$
Amount due from a related party
-Xindefu		38,360		-
Advance to supplier-related party
-Xinhongbo		-		59,324
Amount due from a related party
-Changhong		-		141

Amounts due to related parties:
-Zhenzhu Lin– current portion		38,953		-
-Zengqiang Lin		3,493,486		6,682,959
-Zengqiang Lin – current portion		6,250,487		-
		9,782,926		6,682,959

F-22

15. RELATED PARTY TRANSACTIONS (cont.)

All balances with the related parties as of December 31, 2024 and 2023 were unsecured, interest-free and had no fixed terms of repayments.

On April 1, 2023, Hongchang Food entered into an interest-free loan agreement with Zengqiang Lin to obtain aggregate maximum loans of up to RMB60.0 million (US$ 8.5 million) for the period from April 1, 2023 to March 31, 2026. On March 21, 2025, they have entered into an supplementary agreement, Zengqiang Lin promised that an amount of RMB25.5 million (US$3,493,486) of the loan would not be asked to payback until March 31, 2026.

On May 16, 2024, Hongfu Food entered into an interest-free loan agreement with Zhenzhu Lin to obtain aggregate maximum loans of up to RMB30.0 million (US$4.3 million) for the period from May 16, 2024 to May 15, 2027.

On October 8, 2024, in order to terminate the cooperation with Xindefu at the Hongfu Food level, Hongfu Food entered into an agreement with Xindefu, stipulating that Hongfu Food would transfer all its existing inventory at that time to Xindefu at market price, amounted RMB12,951,655 (approximately US$1,799,916). The transaction is determined to be not a sale but an exchange of assets and liabilities since it’s not part of the Group's ordinary course of business. Upon completion of the transaction, Hongfu Food no longer held any inventory stock.

On November 30, 2024, Hongfu Food entered into an agreement with Xiangbing and Xiuhua Zhou, stipulating that the receivables owed by Hongfu Food to Xiangbing as of November 30, 2024, amounted RMB306,714 (approximately US$42,625), would be transferred to Xiuhua Zhou.

On December 1, 2024, Hongfu Food entered into an agreement with Xindefu and Xiuhua Zhou. The agreement stipulated that the relevant accounts receivable, prepayments, and other receivables arising from business activities in the financial statements of Hongfu Food as of November 30, 2024, amounted RMB11,975,393 (approximately US$1,664,243), would be offset against the balance payable by Hongfu Food to Xiuhua Zhou. The remaining receivable amount after the offset, which is RMB1,002,798 (approximately US$139,361), would be borne by Xindefu and Xiuhua Zhou.

16. COMMITMENTS AND CONTINGENCIES

As of December 31, 2024, The Group has entered into several contracts for construction of the Hongchang Food Industrial Park and the improvement of Industrial Buildings. Total outstanding commitments under these contracts were US$9,275,828 and US$18,492,173 as of December 31, 2024 and December 31, 2023, respectively. The Group expected to pay off all the balances within 3 years.

17. SUBSEQUENT EVENTS

Management has reviewed the Group’s operations for potential disclosure or financial statement impacts related to events occurring after December 31, 2024 through the date the release of the consolidated financial statements contained in this annual report on Form 10-K were issued. Based on such evaluation, there were no additional subsequent event disclosures or financial statement impacts related to events occurring after December 31, 2024 that warranted adjustment to or disclosure in these consolidated financial statement except disclosed below.

The Group entered into an agreement with Jingbiao Weng, a shareholder of Pucheng County Lvkanger Food Co., Ltd (“Lvkanger Food”), to acquire 51% of its equity for RMB4.08 million (approximately US$0.56 million). The principal business of Lvkanger Food is the livestock slaughtering. On January 1, 2025, the equity has been delivered to the Group, and the Group has gained effective control over Lukanger Food.

On January 15, 2025, Hongfu Food and shareholder Zhenzhu Lin entered into an agreement, Zhenzhu Lin agreed to assume the repayment obligation for RMB612,798 (US$83,953) owed by Xindefu to Hongfu Food, whereby Hongfu Food's receivable from Xindefu in the amount of RMB612,798 (US$83,953) shall be offset against an equivalent amount payable to Zhenzhu Lin.

On January 20, 2025, the Group and the contractor of the food industrial park entered into an agreement, a prepayment of RMB 50 million for the construction project will be refunded to the company in 2025, the Group has also agreed with the contractor that no additional payments for the construction will be required in 2025, and the progress of the construction can be adjusted according to the company's needs. The first quarter refund of RMB8 million (approximately US$1.1 million) under the agreement has been received in full in March 2025.

On March 21, 2025, the Group and the controlling shareholder, Zengqiang Lin, entered into an agreement, the shareholder promised that an amount of RMB25.5 million (US$3,482,954) that the Company due to the controlling shareholder would not be asked to payback until March 31, 2026.

F-23

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